TaxTMI 
TaxTMI 
Master Circular for listing obligations and disclosure requirements for Non-convertible Securities, Securitized Debt Instruments and/ or Commercial Paper
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....ons of the circulars issued till June 30, 2025 are incorporated in this Master Circular. 2. This Master Circular shall come into force from the date of its issuance. The circulars mentioned at Annex-1 to this Master Circular shall stand superseded with the issuance of the Master Circular^[3]. With respect to the directions or other guidance issued by SEBI, as specifically applicable for Non-convertible Securities, Securitized Debt Instruments and/ or Commercial Paper, the same shall continue to remain in force in addition to the provisions of any other law for the time being in force. Terms not defined in this Master Circular shall have the same meaning as provided under the relevant Regulations. 3. Notwithstanding the supersession as mentioned in Clause 2 of this Master circular^[4], - 3.1. anything done or any action taken or purported to have been done or taken under the rescinded circulars, prior to such rescission, shall be deemed to have been done or taken under the corresponding provisions of this Master Circular; 3.2. any application made to the Board under the rescinded circulars, prior to such rescission, and pending before it shall be deemed to ha....
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....er IX Non-compliance with provisions related to continuous disclosures 62 Chapter X Format for statements/ reports to be submitted to Stock Exchange(s) by listed entity which has listed its Securitised Debt Instruments 69 Chapter XI Formats relating to review of rating and payment obligations 84 Chapter XII Scheme(s) of Arrangement by entities who have listed their NCDs/NCRPS 86 Chapter XIII Procedural framework for dealing with unclaimed amounts lying with entities having listed non-convertible securities and manner of claiming such amounts by investors 101 Chapter XIV Limited relaxation from compliance with certain provisions 112 Annex - 1 List of circulars superseded 113 Glossary 114 Chapter I - Formats for filing financial information [See Regulations 52 and 54 of the Listing Regulations] Regulations 52(1) and 52(2) of the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....
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....o 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 rule 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^[7]: 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 financial information as per formats prescribed under the relevant Acts/ Regulations specified by their respective Regulators. 5. Format for financial results in newspapers: The format of financial results to be published in newspapers, in terms of regulation 52(8) of the Listing Regulati....
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....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 - Formats for Limited Review Report/ Audit Report for issuers of Non- converti....
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.... 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]^[8] Our conclusion is not modified in respect of this matter. For XYZ & Co. Chartered Accountants Signature (Name of the member signing the review report) (Design....
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....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]^[10] 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)^[11] (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 Financial Results and year to date results of the Company, pursuant to Regulation 52 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. INDEPENDENT AUDITOR'S REPORT TO THE BOARD OF DIRECTORS OF....................... Report on the audit of the Standalone Finan....
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....al 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 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 presentation of the standalone financi....
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....icies 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 concern. • Evaluate the overall presentation, structure and content of the standalone financial results, including the disclosures, and whether the financial results represent the underlying transactions and events in a manner that achieves fair presentation. We communicate with those charged with governance regarding, ....
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....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^[15] and other financial information for the quarter ended ......... (date of the quarter end) as well as the year to date results for the period from ....... to....... Basis for Opinion We conducted our audit in accordance with the Standards on Auditing (SAs), specified under section 143(10) of the Companies Act, 2013 ('the Act)/ issued by the Institute of Chartered Accountants of India^[16]. Our responsibilities under those Standards are further described in the Auditor's Responsibilities for the Audit of the Standalone Financial Results section of our report. We are independent of the Bank/ NBFC in accor....
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.... 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 results as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial results. As part o....
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.... 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 ___ % of advances, ___ % of deposits and ___ % of Non-performing assets as on _____ and ___ %/ ___ % of revenue for the quarter ended _____ /for the period .......... to .......... In conduct of our audit, we have taken note of the unaudited returns in respect of ______ (number) branches certified by the respective branch's management. These unaudited branches cover ___ % of advances, ___ % of deposits and ___ % of Non-performing assets as on ______ and ____ % / % of revenue for the quarter ended _____ / for the period ...... to..... Our opinion on t....
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....s 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. We believe that the audit evidence obtained by us and other auditors in terms of their reports referred to in "Other Matter" paragraph below, is sufficient and appropriate to provide a basis for our opinion. [Insert Emphasis of Matter Paragraph]^[22] Our opinion is not modified in respect of this matter. Board of Directors' Responsibilities for the Consolidated Financial Results These Consolidated financial results have been prepared on the basis of the consolidated annual financial statements. The Holdin....
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.... its associates and jointly controlled entities. Auditor's Responsibilities for the Audit of the Consolidated Financial Results Our objectives are to obtain reasonable assurance about whether the consolidated financial results as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial results. As part of an audit in accordance with SAs, we exercise professional judgment and 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 suffi....
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....ties 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 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^[23] The consolidated financial results include the audited financial results of _____ subsidiaries,....
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....mation 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.^[26] 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.^[27] For XYZ & Co. Chartered Accountants (Firm's Registration No.) Signature (Name of the Member Signing the Audit Report) Designation^[28] (Membership No.) UDIN Place of signature: Date: Annex - II-F Annual Illustrative format of independent auditor's report (unmodified opinion) on the Annual consolidated financial results under regulation 52 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (for Banks/ NBFCs) INDEPENDENT AUDITOR'S REPORT TO THE BOARD OF DIRECTORS OF ....
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.... 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')/ issued by the Institute of Chartered Accountants of India^[32]. 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 consolidated Financial Results, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence obtained by us and other auditors in terms of their reports referred to in 'Other Matter' paragraph below, is sufficient and appropriate to provide a basis for our opinion. [Insert Emphasis of Matter Paragraph]^[33] Our opinion is not modified in respect of this....
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....going concern basis of accounting unless the 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 entities 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 Consolidated Financial Results Our objectives are to obtain reasonable assurance about whether the consolidated financial results as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial results. As part o....
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....g the disclosures, and whether the consolidated financial results represent the underlying transactions and events in a manner that achieves fair presentation. • Obtain sufficient appropriate audit evidence regarding the financial results/financial information of the entities within the Group and its associates and jointly controlled entities to express an opinion on the consolidated financial results. We are responsible for the direction, supervision and performance of the audit of financial information of such entities included in the consolidated financial results of which we are the independent auditors. For the other entities included in the consolidated financial results, which have been audited by other auditors, such other auditors remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion. We communicate with those charged with governance of the 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 findi....
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....ial 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.^[38] 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^[39]. For XYZ & Co. Chartered Accountants (Firm's Registration No.) Signature (Nam....
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....sting for qualifications) Adjusted Figures (audited figures after adjusting for qualifications) 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: â....
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.... 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 object Modified object, if any Original allocation Modified allocation, if any Funds utilised Amount of deviatio....
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....ties 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 entities for each instance of default, as specified in Para 3.2 above: a. For loans including revolving facilities like cash credit from banks / financial institutions: SI. No. Type of disclosure Details 1. Name of the listed entity 2. Date of ma....
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....es 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 [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, while granting such relaxation, stipulate any other conditions as may be deemed necessary in the interest of investors and securities market, under the facts and circumstances of the specific case. 3. Accordingly, SEBI issued circulars laying down the detailed requirements to be complied with, by listed entities while undertaki....
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....ions 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: 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 arrangement: The following information to be disclosed in the draft scheme of arrangement: a. Face value & price. b. The terms of payment of dividend/ coupon viz. rate, frequency etc. c. Credit rating. d. Tenure/ maturity. e. The terms of redemption viz. amount, date, redemption premium/ discount, and early redemption scenarios, if any. f. Other embedded features (put option, call option, dates, notification times, etc.), if any. g. Other terms of instruments (i.e. term sheet). h. Details of security cover (if secured NCDs). i. Details of Debenture Trustee. j. Any other information/ details pertinent for the investors. 4.1.5. Other conditions: a. The captioned issue of NCDs and/ or NCRPS is in compliance with all the applicable provis....
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....(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'^[45] [See Regulations 15A, 24A and 27(2) of the Listing Regulations] Regulations 15 to 27 of the Listing Regulations contain provisions relating to Corporate Governance which are applicable on 'high value debt listed entities'^[46]. In particular, Regulation 24A of the Listing Regulations mandates listed entities to submit a secretarial audit report and secretarial compliance report. Further, Regulation 27(2) of the Listing Regulations mandates listed entities to submit compliance report on corporate governance on quarterly basis. 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 Co....
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....ide all such documents/ information as may be sought by the PCS for the purpose of providing a certification under the Regulations and this circular. Annex - VII-A Format of report on Corporate Governance to be submitted by a listed entity on quarterly basis 1. Name of listed entity: 2. Quarter ending: I. Composition of Board of Directors Title (Mr.) Ms.) Name of the Director PANS DIN and Category & Initial date of Appointment Date of Reap- appointment Date of Cessation Tenure* Date of birth No. of directorship in listed entities including this listed entity [in reference to Regulation 17A(1)] No. of Independent directorship in listed entities including this listed entity [in reference to proviso to regulation 17A(1)] No of memberships in Audi Stakeholder Committee (s) including this listed entity (Refer Regulation 26(1) of Listing Regulations) No. of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations) Whether Regular chairperson appointed Whether Chairperson is related to managing director o....
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....(Yes/ No/ NA) refer note below Whether prior approval of audit committee obtained Whether shareholder approval obtained for material RPT Whether details of RPT entered into pursuant to omnibus approval have been reviewed by the Audit Committee Notes: 1. In the column "Compliance Status", compliance or non-compliance may be indicated by Yes/No/N.A. For example, if the Board has been composed in accordance with the requirements of Listing Regulations, "Yes" may be indicated. Similarly, in case the Listed Entity has no related party transactions, the words "N.A." may be indicated. 2. If status is "No" details of non-compliance may be given here. VI. Affirmations 1. The composition of Board of Directors is in terms of SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015. 2. The composition of the following committees is in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015: a. Audit Committee b. Nomination & Remuneration Committee c. Stakeholders Relationship Committee d. d. Risk management co....
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.... (b) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; (c) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; (d) Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; (e) Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; (f) Securities and Exchange Board of India (Issue and Listing of Non-convertible Securities) Regulations, 2021; (g) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; (h) ........ (other regulations as applicable) and circulars/ guidelines issued thereunder; And based on the above examination, I/ we hereby report that, during the Review Period: (a) The listed entity has complied with the provisions of the above Regulations and circulars/ guidelines issued thereunder, except in respect of matters specified below: SI. No Compliance Requirement (Regulations/ circulars/ guidelines including specific clause) Deviations Observations/ Remarks of the Practicing Company Secre....
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....o its Related Party Transactions [See Regulation 23(9) of the Listing Regulations] Regulation 23 of the Listing Regulations prescribes the obligations of 'high value debt listed entities', pertaining to 'Related Party Transactions (RPTs)' including formulation of policy on materiality of RPTs, manner on dealing with RPTs, approval by the Audit Committee, disclosure of the same to the Stock Exchange(s) and publication on the entity's website. This Chapter specifies the operational aspects in this regard. 1. Information to be reviewed by the Audit Committee for approval of RPTs: 1.1. The listed entity shall provide the following information, for review of the audit committee, for approval of a proposed RPT: 1.1.1. Type, material terms and particulars of the proposed transaction; 1.1.2. Name of the related party and its relationship with the listed entity or its subsidiary, including nature of its concern or interest (financial or otherwise); 1.1.3. Tenure of the proposed transaction (particular tenure shall be specified); 1.1.4. Value of the proposed transaction; 1.1.5. The percentage of the listed entity....
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.... requirement of disclosing source of funds and cost of funds shall not be applicable to listed banks/ NBFCs.) 2.4. A statement that the valuation or other external report, if any, relied upon by the listed entity in relation to the proposed transaction will be made available through the registered email address of the shareholders; 2.5. Percentage of the counter-party's annual consolidated turnover that is represented by the value of the proposed RPT, on a voluntary basis; 2.6. Any other information that may be relevant. 3. Format for reporting of RPTs to the Stock Exchange The listed entity shall make RPT disclosures every half year, in the format provided at Annex - VIII-A. Annex - VIII-A Format for disclosure of related party transactions every half year (see Note 4) Additional disclosure of related party transactions -applicable only in case the related party transaction relates to loans, inter-corporate deposits, advances or investments made or given by the listed entity/ subsidiary. These details need to be disclosed only once, during the reporting period when such transaction was undertaken. SI. No. Detail....
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....tember 30 and six months ended March 31. Companies with financial years ending in other months, the six months' period shall apply accordingly. 5. Each type of related party transaction (for e.g. sale of goods/ services, purchase of goods/services or whether it involves a loan, inter-corporate deposit, advance or investment) with a single party shall be disclosed separately and there should be no clubbing or netting of transactions of same type. However, transactions with the same counterparty of the same type may be aggregated for the reporting period. For instance, sale transactions with the same party may be aggregated for the reporting period and purchase transactions may also be disclosed in a similar manner. There should be no netting off for sale and purchase transactions. Similarly, loans advanced to and received from the same counterparty should be disclosed separately, without any netting off. 6. In case of a multi-year related party transaction: a. The aggregate value of such related party transaction as approved by the audit committee shall be disclosed in the column "Value of the related party transaction as approved by the audit committe....
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....roceedings has been provided for under any Act, Court/ Tribunal Orders. 9. The above provisions are without prejudice to the power of SEBI to take action under the securities laws. 10. The provisions of the circular ref. no. SEBI/HO/DDHS/DDHS/CIR/P/2020/231 dated November 13, 2020, on 'Non-compliance with provisions related to continuous disclosures', shall be applicable for all non-compliances of continuous disclosures under the Listing Regulations, till January 31, 2022. The provisions of the circular ref. no. SEBI/HO/DDHS_Div2/P/CIR/2021/699 dated December 29, 2021, on the same subject, shall remain in force till this circular comes into effect. Annex - IX-A PART A: Fine to be levied in case of non-compliance(s) by issuers of listed Non- convertible Securities 1. The recognized Stock Exchange(s) shall take action for non-compliance with the provisions of the Listing Regulations & circulars/ guidelines issued thereunder, by an entity having listed Non-Convertible Securities, as under: SI. No. Regulation Fine payable and/ or other action to be taken for non-compliance in respect of an entity having listed its Non-convertible Securities (a) Reg....
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....ulation 57(1) Non-disclosure of information related to payment obligations. Rs. 2,000 per day per ISIN (m) Regulation 57(4) Non-submission of details of payable interest/ dividend/ principal obligations during the quarter. Rs. 1,000 per ISIN (n) Regulation 57(5) Non-submission of certificate confirming the payment of interest/ dividend/ principal obligations due in the quarter or non-submission of details of all unpaid interest/ dividend/ principal obligations at the end of the quarter. Rs. 1,000 per ISIN (o) Regulation 59(1) Failure to obtain prior approval of stock exchange for any structural change in non-convertible securities. Rs. 50,000 per instance (p) Regulation 60(2) Delay in submission of the notice of record date. Rs. 10,000 per ISIN (q) Regulation 62 Non-compliance with norms pertaining to functional website Advisory/ warning letter per instance of non-compliance per item. Rs. 10,000 per instance for every additional advisory/ warning letter exceeding the four advisory/ warning letters in a financial year. 2. In case of 1(a) to 1(d), 1 (g) and 1(j) above, wherein the listed entity has listed both speci....
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....sue notices to the non-compliant entities within 30 days from the due date of the prescribed timeline. Non-compliant entity shall ensure compliance with the requirement(s) and pay fines as per the circular within 15 days from the date of such notice. If the non-compliant entity fails to comply with the aforesaid requirement(s) and/ or pay fine levied within the stipulated period as per the notice stated above, the concerned recognized stock exchange(s) upon expiry of the period indicated in the notice, shall issue reminder notices to such non-compliant entities, to ensure compliance with the requirement(s) and pay fines within 10 days from the date of such notice. While issuing the aforementioned notices, the recognized Stock Exchange shall also send intimation to other recognized stock exchange(s) where the Non-convertible Securities or Commercial Paper of the non-compliant entity are listed. 2. If the non-compliant entity fails to comply with the aforesaid requirement(s) and/ or pay fine levied within the stipulated period as per the notice stated above, the concerned recognized Stock Exchange(s) shall send intimation to other recognized Stock Exchange(s) and all entities allo....
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....ation to the Stock Exchange(s). 2. Accordingly, formats for statements/ reports as per Annex - X-A to this chapter are being prescribed which requires the listed entity to provide pool level, tranche level and loan level details. Annex - X-A Disclosures for the month of________ A. Snapshot A1. Pool snapshot Originator Total billing during the month SPDE Total collections during the month Asset class (es) Cumulative collections efficiency ratio Deal structure (Par/Premium) Excess Spread percentage Original Pool size Change in reserve account balance Current Pool size Number of loans prepaid or foreclosed during the month Original Weighted Average Life Amount of loans prepaid or foreclosed during the month Current weighted average life Original weighted average LTV Door-to-door maturity Current weighted average LTV Initial weighted average seasoning Total number of overdue loans A2. Tranche snapshot ....
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....nbsp; B3. Credit enhancement details Excess Spread Percentage Excess Spread Amount Over collateral, if any Nature of credit enhancement facilities - whether guarantee/ deposit/ overdraft/ others. If others, please specify - Liquidity facility - First Loss Facility - Second Loss facility Liquidity facility - Opening Balance / Guarantee available at beginning of the month - Closing 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 per....
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....ment 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 Future interest due of overdue loans Assets Class-2 Particulars Total overdue Overdue up to 90 days Overdue 91 90 days Overdue > 180 days Number of loans Principal overdue &....
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.... Interest payments received closing interest Outstanding Previous factor (interest) Current factor (interest) Current Coupon rate Coupon amount Current Interest Shortfall Cumulative Interest Shortfall C4. Credit rating Particulars A1 Tranche A2 Tranche A3 tranche A4 Tranche A5 Tranche Original Rating Rating change (Upgraded/ Downgraded/ No change) - 1st change - 2nd change - 3rd change Current Rating ....
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....l size Numeric Value of the loans in the pool at the time of issuance Static Current Pool size Numeric Value of the loans in the pool as on date Dynamic Original Weighted Average life Numeric The original weighted average maturity of the loans collateralizing the pool in months weighted by their original principal balance Static Current Weighted Average Life Numeric The current weighted average maturity date of the loans collateralizing the pool in months weighted by their current principal balance Dynamic Door-to-door maturity Numeric The number of months since the date of disbursement till the date of collection of final principal/ interest Dynamic Total billing during the month Numeric Total amount due from all the loans underlying the pool for the month Dynamic Total collections during the month Numeric Total collections pertaining to the dues for the current month Dynamic Cumulative collection efficiency ratio (CCER) Numeric Total collections until the current month excluding pre payments/ Total overdues as on date Dynamic Excess Spread Percentage Numeric The amount of funds r....
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.... Date The date before which a specific tranche of the security must be repaid in order not to be in default Static Rating agency Text Name of the rating agency or agencies as stated in the prospectus Static Original Rating (Indicate all ratings assigned) Alphanumeric The original rating assigned by the rating agency or agencies for each tranche of the pool issued as defined in the prospectus Static Current Rating Alphanumeric The rating assigned by the rating agency or agencies for the tranche as on date Dynamic Record Date Date The date on which registered holders of the security are determined for the purpose of making payments to such registered holders on the next succeeding payment date Static Payment Date Date The periodic date on which the recurring payment of the tranche is scheduled to occur; the period between the 2 payment dates referred to as 'the month' Static 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. 10 year G-Sec Rate+ 300....
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....al Value of the Loans by the weighted average market value of the underlying assets securing the loans Static Current Loan to Value (LTV) 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 Dynamic Door-to-door maturity Numeric The number of months since the date of disbursement till the date of collection of final principal/interest Dynamic B3. Details of Credit enhancement/liquidity facilities Excess Spread Percentage Numeric The amount of funds remaining as a percentage (%) of Current Loan Principal Balance after the period's collections have been fully applied to cover the issuer's obligations (i.e. senior fees, bond interest due, swap payments) as per priority of payments given in the transaction documentation Dynamic Excess Spread Amount Numeric The amount of funds remaining in absolute terms of the Current Loan Principal Balance after the period's collections have been fully applied to cover the issuer's obligations (i.e. senior fees, bond interest due, swap payment....
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....he balance of funds on deposit in the Second Loss facility account at the end of the month/ Guarantee available at end of the month Dynamic Change in reserve account balance Numeric The difference between the Ending Account Balance and the Beginning Account Balance of the month in all credit enhancement accounts taken together such that a positive amount represents a net deposit to the account and a negative quantity represents a net withdrawal from the account Dynamic B4. Waterfall Mechanism Particulars Data format Description Nature Receipts Collections pertaining to current month Numeric Total collections pertaining to the dues for the current month Dynamic Collections pertaining to previous overdues Numeric Total collections pertaining to the dues for the previous months Dynamic Prepayment collection Numeric Collection of principal Prepayments during the month Dynamic Collection prepayment premium of Numeric Collection of premiums pertaining to the prepayments made during the month Dynamic Other collections of deductions net Numeric Other collections during the month net of deductions not ....
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....ash flows into interest and principal payments for every month till maturity Dynamic B6. Collection efficiency report Cumulative billing Numeric Cumulative total amount due from all the loans underlying the pool as on date Dynamic Cumulative collections Numeric Cumulative total amount collected from all the loans underlying the pool as on date Dynamic Current billing Numeric Total amount due from all the loans underlying the pool for the month Dynamic Billing pertaining to > 90 DPD contracts Numeric Total amount due from the loans underlying the pool for the month where interest or principal or both have been due for more than 90 days Dynamic Billing pertaining to repossessed contracts Numeric Total amount due from the loans underlying the pool for the month where the contracts are repossessed Dynamic Billing pertaining to < 90 DPD Numeric Total amount due from the loans underlying the pool for the month excluding the loans mentioned in the above row Dynamic Current collections [excluding prepayments and other collections] Numeric Total amount collected during the month excluding prepayments and ....
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....erdue Numeric Cumulative Interest overdue on the 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 Future principal due of overdue loans Numeric Total principal overdue in future from all loans which are overdue as on date for up to 90 days, 91180 days & more than 180 days respectively for every assets class & on a total basis Dynamic Future interest due of overdue loans Numeric Total interest overdue in future from all loans which are overdue as on date for up to 90 days, 91180 days & more than 180 days respectively for every assets class & on a total basis Dynamic C. Tranche level details (Provide details for every tranche under the pool) C1. General Details Particulars Data format Description Nature Number of PTCs Numeric The number of Pass Through Certificates under every tranche Static Original collateral Numeric Value of the collateral underlying the loans for every tranche at the time of issuance Static Current collateral Numeric Value of the collateral underlying the loa....
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....rent 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. 10 year G-Sec Rate+ 300 bps= % (current rate) Dynamic Coupon amount Numeric Amount of scheduled interest due for the month for the tranche Dynamic Current Interest Shortfall Numeric The difference between the Coupon Amount and the amount of the interest paid or accrued for the month on the tranche Dynamic Cumulative Interest Shortfall Numeric The cumulative difference between Coupon Amount of interest due and the amount of interest paid or accrued till date for the tranche Dynamic C4. Credit Rating Original Rating (Indicate all ratings assigned) Alphanumeric The original rating assigned by the rating agency or agencies for each tranche of the pool issued as defined in the prospectus Static Rating change (Upgraded/Downgraded/No change) 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. Alphanumeric ....
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.... 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- 1. Not overdue 2. < 90 days 3. 90-180 days 4. > 180 days Dynamic If overdue, principal overdue till date Numeric If the loan is overdue, mention 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....
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....14 Reason for non-payment/ delay in payment Chapter XII - Scheme(s) of Arrangement by entities who have listed their NCDs/ NCRPS [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 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 viola....
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....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 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 en....
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....es) 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 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 audit....
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....id 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 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 Sto....
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....at 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 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. T....
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....l 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 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 ....
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....or 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 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 t....
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....ith 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 Provision of approval of holders of NCDs/ NCRPS through e-voting 7 Grievance redress/ Report on Compl....
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....r to define the manner of handling the unclaimed amounts lying, in particular, in the Escrow Accounts of the listed entities which are not companies, transfer of such amounts to the IPEF and claim thereof by the investors, necessary amendments were made to Regulations 4(1) and 5(3) of the SEBI (Investor Protection and Education Fund) Regulations, 2009 (IPEF Regulations). 5. Regulation 5(3)(ii) of the IPEF Regulations, inter-alia, provides that the unclaimed amounts credited to the IPEF shall be utilised for refund to the listed entities which to the Fund. Hence, an application for claim of entitled amounts needs to be made by an investor to the listed entity which shall process the claim and then seek refund from the Board for the said amount. 6. A framework defining the procedure to be followed by the listed entities (which are not companies) for transfer of such unclaimed amounts from the Escrow Account to the IPEF and claim thereof by an investor, has been provided as Annex - XIII- B to this Master Circular. 7. The provisions of this Chapter are effective from March 1, 2024. 8. Further, listed entities having unclaimed amounts in the Escrow Account for less than 7 ye....
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....unts by listed entity on its website: The listed entity, shall, within a period of thirty days of transferring the unclaimed amount to the Escrow Account, upload details on its website as given below: ISIN Amount lying unclaimed^[53] (in INR) Category (Interest/ Dividend/ Redemption amount) No. of investors Date when amount became due (dd/mm/yyyy) Date when unclaimed amount was transferred to Escrow Account (dd/mm/yyyy) Date when amount is to be transferred to IPEF (dd/mm/yyyy) ... ... Total Name and designation of the Nodal Officer: Email ID and phone no .: 6. Search facility for investor: The listed entity shall provide a search facility on its website for investors to verify if there is any unclaimed amount due to them and lying in the Escrow Account of the listed entity. The search criterion may be based on combinations, such as: 6.1. PAN and Date of birth; or 6.2. Name and Depository Par....
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....nds such application or document(s) to be defective or incomplete in any respect, it shall intimate the investor, of such need for information or defects or incompleteness, by e-mail or other written communication. The listed entity shall direct the investor to furnish such information or to rectify such defects or incompleteness or to re-submit such application or document(s) within thirty days from the date of receipt of such communication, failing which the claim may be rejected. However, rejection of claim does not debar an investor from filing a fresh claim. 9.3. The listed entity shall within thirty days of receipt of a claim application from an investor or complete information as called upon from the investor, remit the payment to the investor using electronic modes of funds transfer. 9.4. The listed entity shall display the cumulative details of the number of claims received, processed, pending, etc. on its website. 10. Maintenance of records: The listed entity shall preserve information pertaining to the unclaimed amounts of investors including relevant documentation. The listed entity shall furnish necessary information, as and when called for by the ....
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....t thereof to the IPEF, the listed entity shall be liable to a penalty of one lakh rupees and in case of continuing failure, a further penalty of five hundred rupees for each day that the failure continues, subject to a maximum of ten lakh rupees. Any penalty amount so transferred to the IPEF shall be utilised for the purposes described under Regulations 5(1) and 5(2) of the IPEF Regulations. 4. Information to be submitted along with fund transfer: The listed entity shall provide information about the unclaimed amount transferred to the IPEF, as per prescribed format (enclosed as Form - A to this Chapter), in hard copy, addressed to 'Chief General Manager, Office of Investor Assistance and Education, SEBI', as well as in soft copy, via email to [email protected]. 5. Display of information w.r.t. unclaimed amounts by listed entity on its website: The listed entity, shall, within a period of thirty days of transferring the unclaimed amount to the IPEF (as referred in paragraph 2 above), upload the details on its website as given below: ISIN Amount lying unclaimed in Escrow Account as at end of seven years (in INR) Category (Interest/ Dividend/ Redemption amoun....
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....ted entity, Policy for filing of claim by an investor and Processing of claim of an investor by the listed entity, Maintenance of records and Update of information by the listed entity, as prescribed in Annex-XIII-A to this Master circular, shall apply, mutatis mutandis, at the stage of transfer of funds from the Escrow Account to IPEF, as well. Procedures applicable to investors: 10. Procedure for claim by an investor: Any investor claiming to be entitled to any unclaimed amount transferred to the IPEF by the listed entity, may apply to the listed entity for payment of such amount, in the format and manner as prescribed by the listed entity. 11. Claim by legal heir/ successor/ nominee: The aforementioned provisions in respect of the investor, shall apply, mutatis mutandis, to the legal heir/ successor/ nominee of the investor. The legal heir/ successor/ nominee shall satisfy the provisions specified under the LODR Regulations and circulars issued thereunder, for the transmission of nonconvertible securities and/ or the corresponding claim thereon, as applicable. Processing of refund claim of the listed entity from IPEF: 12. Processing of refund application: Upon rec....
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....ed entity: a. Name - b. PAN - c. Registered office address - d. Correspondence office address - e. Phone number - f. Email ID - g. Bank account details where refund is to be made (Bank account number, Name of Bank, IFSC Code, Branch address) - II. Details of amount claimed for refund: S. N o. Name of the Investor Last known address, contact details (email ID and phone no.) of investor PAN of the Investor DPID/ Client ID of the Investor (if applicable ) ISIN Amount transferred from Escrow Account to IPEF (in INR) Category of Amount (interest/ dividend/ redemption amount) Date of Payment to IPEF Amount paid to investor (in INR) Date of payment to invest or (dd/mm/ yyyy) III. Enclosures: a. Declaration that above claim has not been made earlier or received refund from the IPEF. b. Copy of PAN, proof of identity, proof of address, proof of holding of non- convertible securities/ demat account statement, of investor. c. Proof of payment made to i....
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.... NBFC Non-Banking Financial Company NCDs Non-convertible Securities NCRPS Non-convertible Redeemable Preference Shares PCS Practicing Company Secretaries PTCs Pass Through Certificates RBI Reserve Bank of India RPT Related Party Transactions SAS Standards on Auditing [1] Earlier called as 'Operational Circular'; renamed as 'Master Circular' from June 30, 2023 [2] The provisions of Chapter VI of this Master Circular are applicable to all Listed Entities who have listed their equity and convertibles [3] Except circulars which were issued to 'all listed entities', which shall continue to apply to entities that have listed specified securities. [4] Inserted on June 30, 2023 [5] In case a listed entity did not have quarterly financial results for the four quarters ended September 2020, December 2020, March 2021 and June 2021, the column on corresponding figures for such quarters will not be applicable, for the four quarters ended September 2021, December 2021, March 2022 and June 2022 [6] In case the listed entity did not have Statement of Assets and Liabilities for the half year ended Sep....