TMI BlogDISCLOSURES IN THE OFFER DOCUMENT AND PLACEMENT MEMORANDUMX X X X Extracts X X X X X X X X Extracts X X X X ..... ified in simple terms. (d) Wherever it is mentioned that details are given elsewhere in the document, the same shall be adequately cross-referenced by indicating the paragraph heading and page number. (e) There shall be no forward-looking statements that cannot be substantiated. (f) Consistency shall be ensured in the style of disclosures. If the first person is used, the same may be used throughout. All sentences that contain a combination of first and third persons may be avoided. (g) For presentation currency, only one standard financial unit shall be used. 2. Applicability: An issuer making a public issue or private placement of municipal debt securities that are intended to be listed shall make the disclosures as specified in this Schedule. 3. General information : (a) Name and address of the head office and other offices of the issuers (b) Registered and corporate office of the issuer, if applicable (c) Details of Mayor / Deputy Mayor including date of appointment, etc. (d) Details of Commissioner/ Deputy Commissioner including date of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... etails of the management structure of the issuer. (d) Shareholding pattern of the issuer along with top 10 shareholders of the issuer, if applicable. (e) Resolution authorizing the borrowing and list of authorized signatories. (f) Details of necessary Resolution(s) for the allotment of municipal debt securities (g) Memorandum and Articles of Association in case the issuer is a body corporate incorporated under Companies Act, 2013, if applicable (h) Details of any Reorganization or Reconstruction of management in the last 1 year of the issuer. (i) Details of all the project undertaken or proposed in terms of cost and means of financing (j) Capital structure relating to projects for which funds are proposed to be mobilized (k) Capital grant for the proposed project and the amount received in this regard (l) Details of State Finance Commission Grant on annual basis 5. Objects of the issue: (a) The proceeds of the proposed issue shall be clearly earmarked for a defined project or a set of projects along with the location of the project and plant and mach ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he recognised stock exchanges where the debt securities are proposed to be listed clearly indicating the designated stock exchange. (e) Additional interest to be paid, above the Coupon Rate, in case of default in payment of Interest and/or principal redemption on the due dates (f) Penal interest payable by the issuer in case of delay in listing of debt securities from the deemed date of allotment (g) Debenture Redemption Reserve and such other reserve creation - relevant regulations as applicable. (h) Application process (i) Procedure for deciding and adjusting payment dates (in response to days when payment cannot be made due to any reason such as sudden bank holiday. (j) Terms of payments and procedure and time schedule for allotment and issue certificates/demat credit (k) How to apply, availability of application forms and letter of offer and mode of payment. (l) Change in terms and conditions of municipal debt securities issued in past 5 years (i.e. change in coupon, maturity, call/put option etc.) (m) Procedure and time schedule for allotment and issue of municipal deb ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Final Cash / Bank balance Loan repayment from sinking fund Initial Sinking fund balance Change in sinking fund Final sinking fund balance Total debt Ratio of Total Expenditure /Total Revenue Cash surplus / total revenue Ratio of Debt Service / Total Revenue II. Details of top five revenue sources for the previous three years ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... oned Principal Amt outstanding Repayment Date / Schedule Security (c) Details of Unsecured Loan Facilities:- Lender s Name Type of Facility Amt Sanctioned Principal Amt outstanding Repayment Date / Schedule (d) Details of NCDs/Bonds: - Debenture/ Bond Series Tenor/ Period of Maturity Coupon Amount Date of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... anding dues to creditors: (i) Based on the policy on materiality defined by the Board of Directors of the Issuer, details of creditors which include the consolidated number of creditors and the aggregate amount involved (ii) Consolidated information on outstanding dues to micro, small and medium enterprises, separately giving details of number of cases and amount involved; (iii) Complete details about outstanding dues to material creditors along with the name and amount involved for each such material creditor shall be disclosed, on the website of the company with a web link thereto. (c) If any of the above mentioned litigation, material developments or dues to creditors etc., arise after the filing the draft offer document/ preliminary placement memorandum, the facts shall be appropriately incorporated in the offer document/placement memorandum. In case there are no such cases, a distinct negative statement is required to be made in this regard in the offer document/ placement memorandum. (d) Material developments since the date of the last balance sheet shall be incorporated separately in the offer document or placement ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Director(s) of the Issuer, if it is a body corporate to which the Companies Act, 2013 applies, stating that offer document/placement memorandum contains true, fair and adequate information to enable investors to make a well informed decision making regarding their investment in the proposed issue. (f) a statement to be given by the Board of the Issuer or Standing Committee thereof that all monies received out of the issue shall be transferred to a separate bank account. (g) the details of all utilized and unutilised monies out of the monies collected in the previous issue made by way of public offer shall be disclosed and continued to be disclosed in the balance sheet till the time any part of the proceeds of such previous issue remains unutilized indicating the purpose for which such monies have been utilized and the securities or other forms of financial assets in which such unutilized monies have been invested 12. Documents to be submitted (a) Copy of the resolution authorizing the borrowing and list of authorized signatories. (b) Copy of the Trust deed. (c) Documents that have been executed or shall ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... and/or revised estimates along with the details of related party transactions 5. An undertaking from the issuer stating that the necessary documents for the creation of the charge, where applicable, including the Trust Deed would be executed within the time frame prescribed in the relevant regulations/act/rules etc and the same would be uploaded on the website of the recognised Stock exchange where the debt securities have been listed, within five working days of execution of the same. 6. Any other particulars or documents that the recognised stock exchange, where the debt security have been listed, may call for as it deems fit. 7. An undertaking that permission / consent from the prior creditor for a second or paripassu charge being created, where applicable, in favor of the trustees to the proposed issue has been obtained. 8. Name and contact details of the monitoring agency. 9. Details of the separate escrow account opened for servicing of debt securities with earmarked revenue, wherever applicable. Issuer shall submit the following disclosures to the Debenture Trustee in electronic form (soft copy) at the time of allotment of the debt securities: 1. The ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nation Date of Appointment/ Resignation Member of the Committee since (in case of resignation) Remarks 5. Details of the Auditors Name Address Auditor since 6. Details of trustee Name Address Contact person D. A brief summary of the business/ activities of the Issuer and its project for which funds are to be raised containing atleast following information 1. Overview of the issuer 2. Management Structure of the issuer and the relevant department issuing the bond 3. Details of all the project undertaken or proposed in terms of cost and means of financing 4. Complete details of the project/s for which finance is raised i. An investment plan for the project components indicating phasing as well as fin ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Overall Surplus Deposits and Advances (net) Initial Cash / Bank balance Change in Cash / Bank balance Final Cash / Bank balance Loan repayment from sinking fund Initial Sinking fund balance Change in sinking fund Final sinking fund balance Total Debt Ratio of Total Expenditure /Total Revenue Cash Surplus / Total R ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... III. Details of Unsecured Loan Facilities:- Lender s Name Type of Facility Amt Sanctioned Principal Amt outstanding Repayment Date /Schedule IV. Details of NCDs/Bonds: - Debenture/Bond Series Tenor / Period of Maturity Coupon Amount Date of Allotment Redemption Date/ Schedule Credit Rating Secured / Unsecured Security V. List of Top 10 Debenture Holders (as on ) Sr. No. Name of Debenture Holders Amount Note: Top 10 holders (in value terms, on cumulative basis for all outstanding debentures issues) details should be provided. VI. The amount of charge created along with name o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... es of the debenture trustee(s) shall be mentioned with statement to the effect that debenture trustee(s) has given his consent to the Issuer for his appointment. This also needs to be mentioned in all subsequent communications sent to the holders of debt securities. XX. Names of all the recognised stock exchanges where the debt securities are proposed to be listed clearly indicating the designated stock exchange. XXI. Penal interest payable by the Municipal Corporation in case of delay in execution of Trust Deed and Charge documents XXII. Additional interest to be paid, above the Coupon Rate, in case of default in payment of Interest and/or principal redemption on the due dates XXIII. Penal interest payable by the Municipal Corporation in case of delay in listing of debt securities from the deemed date of allotment XXIV. Other details XXV. DRR/such other reserve creation - relevant regulations and applicability. XXVI. Issue/instrument specific regulations - relevant details (Relevant Act, RBI guidelines, etc). XXVII. Application process XXVIII. Procedure for deciding and adjusting payment dates (in response to days when payment can t be made due to any re ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Taxable/Tax free Step Up/Step Down Coupon Rate Coupon Payment Frequency Coupon payment dates Dates on which coupon will be paid Coupon Type Fixed, floating or other coupon structure Coupon Reset Process (including rates, spread, effective date, interest rate cap and floor etc). Day Count Basis Actual/ Actual Interest on Application Money Tenor __ Months from the Deemed from the date of Allotment Redemption Date Dates on which Principal will be paid Redemption Amount Redemption Premium /Discount Issue Price The price at which bond is issued Discount at which security is issued and the effective yield as a result of such discount. ..... X X X X Extracts X X X X X X X X Extracts X X X X
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