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)
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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 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 Accordingly, the circulars listed at Annex - 1 stand superseded by this Master Circular [Except circulars which were issued to 'all listed entities', which shall continue to apply to entities that have listed specified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 required under regulation 52(7) of the Listing Regulations, has been included in Chapter....
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....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 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....
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....ecify 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 As at (Current half year end/ year end date)* As at (Corresponding half year end/ 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 financia....
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.... 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 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 policies shall be disclosed by means of a footnote. Chapter II - Form....
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....im 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 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. [Insert Emphasis of Matter Paragraph] [If applicable, based on facts and circumstances of the engagement] O....
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....ounting 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 Paragraph] [If applicable, based on facts and circumstances of the engagement] Our conclusion is not modified in respect of this matter. For XYZ & Co. Chartered Accountants Signature (Name of the member signing the review report) (Designation) [Partner or proprietor, as the case may be.] (Membership Number) UDIN Place of signature: Date: Annex - II-C Quarterly Illustrative format when an Unmodified Opinion is expressed on the Quarterly and year to date financial results for companies (other than Banks, NBFCs and Insurance companies) Illustrative format of Independent Auditor's Report (Unmodified Opinion) on Audited Standalone Quarterly ....
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....on. [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 these financial results that give a true and fair view of the net profit/ loss and other comprehensive income and other financial information in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34, 'Interim Financial Reporting' prescribed under Section 133 of the Act read with relevant rules issued thereunder 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 for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregulariti....
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....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 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 Company'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 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 Company to cease to continue as a going concer....
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....9;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 regard 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; and b. give a true and fair view in conformity with the recognition and measurement principles laid down in the applicable accounting standards, RBI guidelines and other accounting principles generally accepted in India of the net profit/ loss [As applicable] 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 St....
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....n 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 presentation of the standalone financial results that give a true and fair view and are free from material misstatement, whether due to fraud or error. In preparing the standalone financial results, the Board of Directors are responsible for assessing the Bank's/ NBFC's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Bank/ NBFC or to cease operations, or has no realistic alternative but to do so. The Board of Directors are also responsible for overseeing the Bank's/ NBFC's financial reporting process. Auditor's Responsibilities for the Audit of the Standalone Financial Results Our objectives are to obtain reasonable assurance about whether the standalone financial result....
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....ions 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 manner that achieves fair presentation. We communicate with those charged with governance 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 (relevant for Banks) These standalone financial results incorporate the relevant returns of __________ (number) branches including _________ (number) foreign branches audited by the other auditors specially appointed for this purpose. These branches audited by other auditors cover ____....
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....ccordance 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 accepted in India, of net profit/ loss [As applicable] and other comprehensive income and other financial information of the Group for the year ended _______. 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 ('Act'). Our responsibilities under 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. W....
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.... 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 unless the respective Board of Directors either intends 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 mater....
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....d 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, including any significa....
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....n have been furnished 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. 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 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 li....
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....nancial year of a newly listed company, or when consolidated quarterly Financial Results are submitted for the first time pursuant to the mandatory requirement with effect from April 1, 2019, and no quarterly consolidated financial results were submitted in the previous year)]. 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 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; and c. give a t....
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....serve 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 Directors of the entities included in the Group and of its associates and jointly controlled entities are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act/ Banking Regulations Act, 1949 for safeguarding of the assets of the Group 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 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 Bank/ NBFC, as aforesai....
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....t not for the purpose of expressing an opinion on the effectiveness of the Bank's/ NBFC's internal control. [OR] Under Section 143(3)(i) of the Companies Act 2013, we are also responsible for expressing our opinion on whether the bank has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls. * 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 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 ev....
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.... 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 and year ended respectively, as considered in the consolidated financial results, which have been audited by their respective independent Auditors. The independent auditors' reports on financial statements/ financial results/ financial information of these entities have been furnished to us and our opinion 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._________ ....
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.... 31, 2016] [See Regulation 52 of the Listing Regulations] Regulation 52(3) prescribes the procedure for submission of Statement on Impact of Audit Qualifications by listed entities. In this regard, the following requirements have been mandated: 1. The listed entity shall disseminate the cumulative impact of all the audit qualifications in a separate format, simultaneously, while submitting the annual audited financial results to the Stock Exchange(s). 2. For audit reports with unmodified opinion, the listed entity shall furnish a declaration to that effect to the Stock Exchange(s) while submitting the annual audited financial results. 3. For audit reports with modified opinion, a statement showing impact of audit qualifications shall be filed with the Stock Exchange(s) in a format as specified in Annex - III-A. 4. The management of the listed entity shall have the option to explain its views on the audit qualifications. 5. Where the impact of the audit qualification is not quantified by the auditor, the management shall make an estimate. In case the management is unable to make an estimate, it shall provide reasons for the same. In both the scenarios, the auditor shall ....
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....eds of issue of listed Non-convertible Securities [Circular no. SEBI/HO/DDHS/08/2020 dated January 17, 2020] [See Regulations 52(7) and 52(7A) of the Listing Regulations] 1. As per Regulation 52(7) of the Listing Regulations, a listed entity is required to submit to the Stock Exchange(s), a statement indicating the utilization of issue proceeds of listed non-convertible securities. Further, as per regulation 52(7A) of the Listing Regulations, a listed entity is required to submit to the Stock Exchange(s), information about deviation/ variation, if any, in the use of proceeds of issue of listed non- convertible securities, from the objects stated in the offer document. 2. A statement indicating utilisation and a statement indicating deviation/ variation, shall be submitted to the stock exchange(s), along with quarterly financial results [In terms of amendment to the Listing Regulations notified on November 14, 2022], until such funds are fully utilised or the purpose for which these proceeds were raised has been achieved. In case there are no deviations, a 'nil' report shall be filed. 3. The statement indicating deviation/ variation report shall be placed before the Audi....
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....ed as against what was originally disclosed. Name of signatory: Designation: Date: Chapter V - Disclosures by listed entities of defaults on payment of interest/ repayment of principal amount on loans from banks/ financial institutions and unlisted debt securities [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] [See Regulation 51 of the Listing Regulations] 1. Regulation 51 of the Listing Regulations currently requires listed entity to promptly inform the Stock Exchange(s) of all information which has bearing on its performance/ operation or is price sensitive or shall affect payment of interest or redemption payment of non-convertible securities. Additionally, Part B of Schedule III of the Listing Regulations enumerates an indicative list of such information e.g. delay/ default in payment of interest/ principal on Non-convertible Securities, which the listed entities are required to disclose. 2. Bodies Corporate in India are primarily reliant on loans from banks/ financial institutions. 3. In order to address this critical gap in the availability of informat....
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....rate, secured/ unsecured etc.) 8. Total amount of outstanding borrowings from banks/ financial institutions (in Rs. crore) 9 Total financial indebtedness of the listed entity including short-term and long-term debt (in Rs. crore) b. For unlisted debt securities i.e. NCDs and NCRPS: Sl. No. Type of disclosure Details 1. Name of the listed entity 2. Date of making the disclosure 3. Type of instrument with ISIN 4. Number of investors in the security as on date of default 5. Date of default 6. Current default amount (break-up of principal and interest in Rs. crore) 7. Details of the obligation (amount issued, tenure, coupon, secured/ unsecured, redemption date etc.) 8. Total amount issued through debt securities (in Rs. crore) 9. Total financial indebtedness of the listed entity including short-term and long-term debt (in INR crore) 3.3.2. Disclosures specified in 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 cas....
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....quirements) Regulations, 2018, 'specified securities' means equity shares and convertible securities']However, the said circulars do not prescribe any provisions for listing of NCDs and/ or NCRPS, so issued. 4. In case an entity with listed specified securities, has issued NCDs and/ or NCRPS, in lieu of specified securities, vide a scheme of arrangement; and where such NCDs and/ or NCRPS are proposed to be listed on recognized Stock Exchange(s), the listed entity shall additionally comply with the below mentioned requirements: 4.1. Before the scheme of arrangement is submitted for sanction by the National Company Law Tribunal (NCLT): 4.1.1. Eligibility for seeking listing of NCDs and/ or NCRPS: a. A listed entity which has listed its specified securities may seek listing of NCDs and/ or NCRPS issued pursuant to a scheme of arrangement only in case where the listed entity is a part of such scheme of arrangement and such NCDs and/ or NCRPS are issued to the existing holders of specified securities of such listed entity. Such scenarios may broadly include the following: * A listed entity, which has listed its specified securities, (demerged entity) demerges a unit and transfe....
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....maintenance of Capital Redemption Reserve/ Debenture Redemption Reserve. b. All such NCDs and/ or NCRPS are issued in dematerialized form only. c. In case of NCDs, the issuer has appointed/ shall appoint Debenture Trustee in compliance with the provisions of the NCS Regulations and 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 spec....
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....is. This Chapter specifies the operational aspects in this regard. A. Format of Compliance Report on corporate governance by listed entities: 1. The format for Compliance Report on Corporate Governance to be submitted by a listed entity on quarterly basis, is enclosed as Annex - VII-A. B. Other disclosures: Particular Format Disclosures in Corporate Governance Report as part of Annual Report Part C of Schedule V of the Listing Regulations Declaration signed by the chief executive officer stating that 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. Part D of Schedule V of the Listing Regulations Compliance certificate from either the auditors or practicing company secretaries regarding compliance of conditions of corporate governance shall be annexed with the directors' report. 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....
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....uding this listed 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 director is serving on Board of directors of the listed entity in continuity without any cooling off period. II. Composition of Committees Name of Committee Whether regular chairperson appointed Name of Committee members Category & Date of Appointment Date of Cessation 1. Audit Committee 2. Nomination & Remuneration Committee 3. Risk Management Committee (if applicable) 4. Stakeholders Relationship Committee' ....
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....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. 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. 5. 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/ Compliance Officer/ Managing Director/ CEO/ CFO Note: Information at Table I and II above need to be necessarily given in 1st quarter of each financial year. However, if there is no change of information in subsequent quarter(s) of that financial year, this information may not be given by listed entity and instead a statement "same as previous quarter" may be given. Annex - 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 examin....
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....er records under the provisions of the above Regulations and circulars/ guidelines issued thereunder insofar as it appears from my/our examination of those records. (c) The following are the details of actions taken against the listed entity/ its promoters/ directors/ material subsidiaries either by SEBI or by Stock Exchanges (including under the Standard Operating Procedures issued by SEBI through various circulars) under the aforesaid Acts/ Regulations and circulars/ guidelines issued thereunder: Sl. No. Action taken by Details of violation Details of action taken e.g. fines, warning letter, debarment, etc. Observations/ remarks of the Practicing Company Secretary, if any. (d) The listed entity has taken the following actions to comply with the observations made in previous reports: Sl. No. 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 &nb....
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....diary, such percentage calculated on the basis of the subsidiary's annual turnover on a standalone basis shall be additionally provided); 1.1.6. If the transaction relates to any loans, inter-corporate deposits, advances or investments made or given by the listed entity or its subsidiary: a. details of the source of funds in connection with the proposed transaction; b. where any financial indebtedness is incurred to make or give loans, inter-corporate deposits, advances or investments: ● nature of indebtedness; ● cost of funds; and ● tenure; c. applicable terms, including covenants, tenure, interest rate and repayment schedule, whether 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; ....
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....a) Value of transaction during the reporting period (see Note 6b) In case monies are due to either party as a result of the transaction (see Note 1) In case any financial indebtedness is incurred to make or give loans, inter- corporate deposits, advances or investments Details of the loans, inter-corporate deposits, advances or investments NAME PAN Name PAN Relationship of the counterparty with the listed entity or its subsidiary Opening balance Closing balance Nature of indebtedness (loan/ debt/ any other etc.) Cost (see 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 peri....
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....so be reported. Chapter IX - Non-compliance with provisions related to continuous disclosures [Circular No. SEBI/HO/DDHS_Div2/P/CIR/2021/699 dated December 29, 2021.] [See Regulations 97(1), 97(2) and 98 and 99 of the Listing Regulations] 1. SEBI has prescribed continuous disclosure norms under Listing Regulations for issuers of listed Non-Convertible Securities 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....
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....gulation or under any circular issued in respect of redress of investor grievances. Rs. 1,000 per day (e) Regulation 50(1) Delay in furnishing intimation about board meeting. Rs. 5,000 per instance of non- compliance per item. (f) Regulation 50(2) Delay in furnishing intimation about 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(....
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....gulation 52(1) or Regulation 52(2)(a) or Regulation 52(2)(d) or Regulation 53(2), as the case may be, in terms of this Chapter. PART B: Fine to be levied in case of non-compliances by issuers of listed Commercial 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 alread....
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....rictions mentioned at Paras 3(a) & (b) above shall continue until the non- compliant entity subsequently complies with the respective requirement(s) and 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 ....
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....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 purposes. The asset class (E.g. Home loans/two-wheeler loans, etc.) shall be named as such in the respective columns B1. Loan Details Particulars Asset Class-1 Asset Class-2 Total Number of loans Value of loans Number of loans Value of loans Number of loans Value of loans Original Number/ value of Loans Loans- opening balance Loans Naturally terminated Loans Prepaid Loans Foreclosed Loans- Closing balance &n....
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....es incurred by Trustee Costs/ charges incurred by Designated Bank Liquidity Facility Fee/ Interest Collection and Processing Agent Miscellaneous Payment to Senior Contributors A1 Tranche A2 Tranche A3 Tranche Payment of excess to Residual Contributors/ Subordinate Pay-outs Payments to Liquidity Facility Payments to Second Loss Facility Payments to First Loss facility Total Payments B5. Future cash flows schedule till maturity Month (Starting from next month) Asset class 1 Asset class 2 Total Principal Interest Principal Interest Principal Interest B6. Collection efficiency report Asset Class-1 Asset Class-2 Total Cumulative billing Cumulative collections Current billing &nb....
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....- Floating* Fixed or Current Interest Rate (in p.a.) Original maturity of loan (in months) Holding period by originator prior to securitization( in months) Remaining maturity as on date(in months) Principal payments due till date Principal payments made till date Principal payments due for the month Interest payments due till date Interest payments made till date Interest payments due for the month Overdue status- 1. Not overdue 2. <90 days 3. 90- 180 days 4. > 180 days If overdue, principal overdue till date If overdue, interest overdue till date 1 2 *In case interest rate if fixed but maturity changes according to interest rate-mention as 'floating maturity' Notes- For every asset class, loan level details in the above format shall be furnished for top 20 loans in descending order of value of principal outstanding. Explanation of terms A. Snapshot ....
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....y represents a net withdrawal from the account Dynamic Number of loans prepaid or foreclosed during the month Numeric Number of loans underlying the pool which have either been prepaid or foreclosed during the month Dynamic Value of loans prepaid or foreclosed during the month Numeric Value of loans underlying the pool which have either been prepaid or foreclosed during the month Dynamic Original weighted average LTV(Loan-to value) Numeric The ratio obtained by dividing the Original Total Value of the Loans by the weighted average market value of the 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 holdin....
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....-opening balance Numeric Number & value of securitized loans in the pool at the beginning of the month Dynamic Loans naturally terminated Numeric Number & value of loans naturally terminated 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 loa....
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....ity- - Closing Balance / Guarantee available at end of the month 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....
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.... 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 facility Numeric Transfer to First Loss facility using excess reserves after current pay-out Dynamic Total payments Numeric Total of all payments made during the month Dynamic B5. Future cash flows schedule till maturity Details of future cash flows of the pool Numeric Details of the projected cash flows for every asset class in the pool subdiv....
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....n 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 across the figure Dynamic Cumulative collection efficiency ratio (CCER) Numeric Total collections during the month/ Total overdues as on date Dynamic B7. Details of overdue loans Number of loans Numeric Number of loans overdue as on the last date of the month for up to 90 days, 91-180 days & more than 180 days respectively for every assets class & on a total basis Dynamic Principal overdue Numeric Cumulative Principal overdue on the loans overdue as on the last date of the month for up to 90 days, 91180 days & more than 180 days respectively for every assets class & on a total basis Dynamic Interest overdue Numeric Cumulative Interest overdue on the loans overdue as on the last date of the month f....
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....or (principal) Numeric Total current principal Outstanding at beginning of month / Original Principal Outstanding Dynamic C3. Interest payment s Original Interest Outstanding Numeric The Original interest Balance of the tranche at issuance Static Opening interest outstanding Numeric The balance of the interest of the tranche at the beginning of the month Dynamic Interest payments due Numeric The total amount of interest payments due during the month Dynamic Interest payments received Numeric The total amount of interest payments made during the month Dynamic closing interest Outstanding Numeric The balance of the interest at the end of the month Dynamic Previous factor (interest) Numeric Total interest Outstanding at beginning of month / Original interest Outstanding Dynamic Current factor (interest) Numeric Total current interest Outstanding at beginning of month / Original interest Outstanding Dynamic Current Coupon rate Numeric The coupon rate for the tranche whether fixed or floating -In case of fixed interest, specify the coupon rate -In case of floating interest specify as benchmark + ____bps E.g. 1....
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....ic Holding period by originator prior to securitization (in months) Numeric Number of months the loan was in the books of the originator before being securitized Static Remaining maturity as on date(in months) Numeric Maturity of the loan as at the end of the month Dynamic Principal payments due till date Numeric Amount of principal payments due till the end of month as per the agreement whether paid or not Dynamic Principal payments made till date Numeric Amount of principal payments made till the end of month including any prepayments made Dynamic Principal payment due for the month Numeric Amount of principal payments made during the month including any prepayments made Dynamic Interest payments due till date Numeric Amount of interest payments due till the end of month as per the agreement whether paid or not Dynamic Interest payments made till date Numeric Amount of interest payments made till the end of month Dynamic Interest payment due for the month Numeric Amount of interest payments made during the month Dynamic Overdue status Text State the overdue status as either of the following- * ....
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....y quantity redemption 4 If redemption is based on quantity, specify, whether on: a. Lot basis b. Pro-rata basis 5 Reason for redemption (call, put, premature redemption, maturity, buyback, conversion, others (if any)) 6 Redemption date due to put option (if any) 7 Redemption date due to call option (if any) 8 Quantity redeemed (no. of NCDs) 9 Due date for redemption/ maturity 10 Actual date for redemption (DD/MM/YYYY) 11 Amount redeemed 12 Outstanding amount (Rs.) 13 Date of last Interest payment 14 Reason for non-payment/ delay in payment Chapter XII - Scheme(s) of Arrangement by entities who have listed their NCDs/ NCRPS [Circular No. SEBI/HO/DDHS/DDHS-RACPOD1/P/CIR/2022/156 dated November 17, 2022] [See Regulation 59A and 94A and Schedule XI of the Listing Regulations] 1. The Listing Regulations were amended vide notification dated November 14, 2022, through 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....
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....s. Annex - XII-A Part I: Requirements to be complied by the "listed entities"[Listed entities for the purpose of this circular shall refer to all the entities that have listed NCDs/ NCRPS] which intend to undertake a scheme of arrangement or are involved in a scheme of arrangement In case of entities that are debt listed and have raised money by way of a public issue or private placement of NCDs/ NCRPS, shall comply with these requirements before the scheme of arrangement is filed with the National Company Law Tribunal (NCLT). A. Requirements to be fulfilled by listed entities: 1. Choosing a Designated Stock Exchange: 1.1 Listed entities shall choose one of the Stock Exchange(s) having nationwide trading terminals as the designated Stock Exchange for the purpose of coordinating with SEBI. 1.2 Entities listed solely on regional Stock Exchange(s), shall obtain in-principle approval for listing of NCDs/ NCRPS on any Stock Exchange having 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....
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....gistered merchant banker referred in para 2(c) above, shall be independent parties. For this purpose, they shall not be treated as independent in case of existence of any material conflict of interest among themselves or with the company, including that of common directorships or partnerships. 4. Conditions for schemes of arrangement involving unlisted entities: In case of scheme of arrangement between listed and unlisted entities, the following conditions shall be satisfied: (a) The listed entity shall include information pertaining to the unlisted entity involved in the scheme in the format specified for abridged prospectus as provided in Part B of Schedule I of the SEBI (Issue and Listing of Non- Convertible Securities) Regulations, 2021, in the notice or proposal to be sent to the holders of NCDs/ NCRPS while seeking approval 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 i....
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....aints/ comments written directly to the listed entity or forwarded to it by the Stock Exchange(s)/ SEBI) as per Annex - XII-C of this Circular prior to obtaining No-Objection Letter from Stock Exchange(s) on draft scheme. 7.2. The Report on Complaints/ Comments received by the listed entity on the draft scheme of arrangement as mentioned above, shall be submitted by the listed entity to the Stock Exchange(s) on the expiry of 10 days from the date of filing of draft scheme with Stock Exchange(s) and hosting the draft scheme along with documents specified under para (2) above on the websites of Stock Exchange(s) and the listed entity. 8. Report on the Unpaid dues/ fines/ penalties: 8.1. All listed entities shall ensure that all dues to, and/or fines/penalties 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 Circula....
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....alse information with regard to the said information shall make the listed entity liable for punitive action as per the provisions of applicable laws and regulations. Subsequent to filing the draft scheme with SEBI by the Stock Exchanges, no changes to the draft scheme, except those mandated by the regulators/ authorities/ tribunal shall be made without specific written consent of SEBI. 12. Approval of holders of NCDs/ NCRPS to Scheme through e- Voting: The listed entities shall ensure that wherever the approval by holders of NCDs/ NCRPS for scheme of arrangement submitted with NCLT 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 auditor....
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....y SEBI; or c. date of receipt of 'No-Objection' Letter from the Stock Exchange(s). 3. All complaints/ comments received by SEBI on the draft scheme of arrangement shall be forwarded to the designated Stock Exchange, for necessary action and resolution by the listed entity. PART II: Requirements by listed entity/ resultant entity post sanction of scheme of arrangement by NCLT 1. The listed entity/ resultant entity shall ensure that steps for listing of NCDs/ NCRPS issued pursuant to the scheme of arrangement, are 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 a....
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....n terms of the provisions of section(s) ....................... (specify the relevant section(s)) of the Companies Act, 2013 with reference to its compliance with the applicable Accounting Standards notified under the Companies Act, 2013 and Other Generally Accepted Accounting Principles. The responsibility for the preparation of the Draft Scheme and compliance with relevant laws and 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....
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....(s) 3. Pending dues/ fines/ penalties of Depositories Annex - XII-E Format of the Compliance Report to be submitted along with the application for obtaining No-Objection Letter from 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 Provis....