Tax Management India. Com
                        Law and Practice: A Digital eBook ...
TMI - Tax Management India. Com
Case Laws Acts Notifications Circulars Classification Forms Articles News
Highlights
D. Forum
What's New
Sub-Menu

Share:      

        Home        
 
Home Notifications 2021 SEBI SEBI - 2021 This
← Previous Next →
  • Login
  • Plus+

 

User Login
Username  
Password  
Stay sign in     

Forget password       New User/ Regiser


Register for Demo / Trial


Annual Subscription Offer

With popular demand, we introduce:-
Special offer on GST Package for Professionals
i.e. CA/CWA/CS/Advocate/Others @ 2500/- +GST



 

Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021. - SEBI/LAD-NRO/GN/2021/39 - SEBI

Extract

..... ures, pamphlets, show cards, catalogues, hoardings, placards, posters, insertions in newspaper, pictures, films, websites or in any other print or digital medium, radio, television programmes through any electronic medium; (d) “arranger”, in relation to a private placement of non-convertible securities, means a merchant banker or a broker registered with the Board, a primary dealer registered with Reserve Bank of India, who, prior to acting as an arranger in an issue of non-convertible securities is appointed by the issuer to act as such on behalf of the persons eligible to participate on the electronic book provider platform; (e) “Board” means the Securities and Exchange Board of India established under the provisions of Section 3 of the Act; (f) “book building” means a process undertaken to elicit demand and to assess the price for determination of the quantum or value of the non-convertible securities, in accordance with these regulations; (g) ‘commercial paper’ means commercial paper as defined by the Reserve Bank of India; (h) "credit rating agency" means a Credit Rating Agency registered with the Board; (i) “day .....

X X   X X   Extracts   X X   X X

Login / Subscribe to Access Full Page

Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021. - SEBI/LAD-NRO/GN/2021/39 - SEBI

X X   X X   Extracts   X X   X X

..... g efficient and green buildings, (vi) Sustainable waste management including recycling, waste to energy, efficient disposal of wastage, (vii) Sustainable land use including sustainable forestry and agriculture, afforestation, (viii) Biodiversity conservation, or (ix) a category as may be specified by the Board, from time to time. (r) “group companies” includes such companies, other than promoter(s), subsidiary/subsidiaries, with which there were related party transactions, during the period for which financial information is disclosed in the offer documents, as covered under the applicable accounting standards and also other companies as considered material by the board of the issuer; (s) “issuer” means a company or a body corporate or a statutory corporation or a multilateral institution or a trust registered with the Board as a Real Estate Investment Trust (REIT) or an Infrastructure Investment Trust (InvIT), authorised to issue non-convertible securities and/or commercial paper under the relevant laws and in accordance with these regulations and seeks to list its non-convertible securities, with any recognized stock exchange(s); (t) “lead manager&rd .....

X X   X X   Extracts   X X   X X

Login / Subscribe to Access Full Page

Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021. - SEBI/LAD-NRO/GN/2021/39 - SEBI

X X   X X   Extracts   X X   X X

..... ies Act, 2013 (18 of 2013); (dd) “prospectus” shall have the same meaning assigned to it under Section 2 of the Companies Act, 2013 (18 of 2013); (ee) "promoter" shall have the same meaning assigned to it under regulation 2 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; (ff) “promoter group” shall have the same meaning assigned to it under regulation 2 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; Explanation: In case of Real Estate Investment Trust (REIT) and Infrastructure Investment Trust (InvIT), ‘promoter’ and ‘promoter group’ shall mean ‘sponsor’ and ‘sponsor group’ as per the Securities and Exchange Board of India (Real Estate Investment Trusts) Regulations, 2014 and the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014, respectively; (gg) “public issue” means an offer or invitation by an issuer to the public to subscribe to its debt securities and/or non-convertible redeemable preference shares which is not in t .....

X X   X X   Extracts   X X   X X

Login / Subscribe to Access Full Page

Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021. - SEBI/LAD-NRO/GN/2021/39 - SEBI

X X   X X   Extracts   X X   X X

..... 18; (tt) “working day” means all days on which commercial banks in the city, as specified in the offer document, are open for business; Explanation: For the purpose of this definition, in respect of - (i) Announcement of bid /issue period: working day shall mean all days, excluding Saturdays, Sundays and public holidays, on which commercial banks in the city as notified in the offer document are open for business; (ii) the time period between the bid/ issue closing date and the listing of the non-convertible securities on the stock exchanges: working day shall mean all trading days of the stock exchanges for non-convertible securities, excluding Saturdays, Sundays and bank holidays, as specified by the Board; (2) All other words and expressions used but not defined in these regulations, shall have the same meanings respectively assigned to them in the Act or the Companies Act, 2013 (18 of 2013) or the Securities Contracts (Regulation) Act, 1956 (42 of 1956) or the Depositories Act, 1996 (22 of 1996) and/or the rules and regulations made thereunder or any statutory modification or re-enactment thereto, unless the context requires otherwise. Applicability 3. Unless otherw .....

X X   X X   Extracts   X X   X X

Login / Subscribe to Access Full Page

Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021. - SEBI/LAD-NRO/GN/2021/39 - SEBI

X X   X X   Extracts   X X   X X

..... hall not be applicable if the period of debarment is over as on date of filing of the draft offer document with the Board. (iii) restrictions mentioned at (c) and (d) shall not be applicable in case of private placement of non-convertible securities. (2) No issuer shall make a public issue of non-convertible securities if as on the date of filing of draft offer document or offer document, the issuer is in default of payment of interest or repayment of principal amount in respect of non-convertible securities, if any, for a period of more than six months. In-principle approval 6. The issuer shall make an application to one or more stock exchange(s) and obtain an in-principle approval for listing of its non-convertible securities from the stock exchange(s) where such securities are proposed to be listed: Provided that where the application is made to more than one stock exchange, the issuer shall choose one among them as the designated stock exchange. Explanation: For any subsequent issue, the issuer may choose a different stock exchange as a designated stock exchange subject to the requirements of this regulation. Depositories 7. The issuer shall enter into an arrangement with a dep .....

X X   X X   Extracts   X X   X X

Login / Subscribe to Access Full Page

Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021. - SEBI/LAD-NRO/GN/2021/39 - SEBI

X X   X X   Extracts   X X   X X

..... ng day. (3) In case the due date of any amount payable by the issuer falls on a day which is not a working day, such payments shall be made in a manner as specified by the Board. Right to recall or redeem prior to maturity. 15. (1) An issuer making issuance of non-convertible securities shall: (a) have the right to recall such securities prior to the maturity date (call option); or, (b) shall have a right to provide such right of redemption of debt securities prior to the maturity date (put option) to all the investors or only to retail investors. (2) Such right to recall non-convertible securities or redeem debt securities prior to the maturity date shall be exercised in accordance with the terms of issue and detailed disclosure in this regard shall be made in offer document including date from which such right is exercisable, period of exercise (which shall not be less than three working days) and redemption amount (including the premium or discount at which such redemption shall take place). (3) The issuer or investor may exercise such right with respect to all the non-convertible securities issued or held by them respectively or with respect to a part of the non-convertible sec .....

X X   X X   Extracts   X X   X X

Login / Subscribe to Access Full Page

Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021. - SEBI/LAD-NRO/GN/2021/39 - SEBI

X X   X X   Extracts   X X   X X

..... the debt securities and/or non-convertible redeemable preference shares being issued under different offer documents. Trust Deed 18. (1) The issuer and the debenture trustee shall execute the trust deed within such timelines as may be specified by the Board. (2) Where an issuer fails to execute the trust deed within the period specified in the sub-regulation (1), without prejudice to any liability arising on account of violation of the provisions of the Act and these regulations, the issuer shall also pay interest of at least two percent per annum or such other rate, as specified by the Board to the holder of debt securities, over and above the agreed coupon rate, till the execution of the trust deed. (3) A clause stipulating the requirement under sub-regulation (2) shall form part of the Trust Deed and also be disclosed in the Offer Document. (4) Every debenture trustee shall amongst other matters, accept the trust deeds which shall contain the matters as provided under Section 71 of the Companies Act, 2013 (18 of 2013) and Form No. SH.12 of the Companies (Share Capital and Debentures) Rules, 2014. Such trust deed shall consist of two parts: (a) Part A containing statutory/standa .....

X X   X X   Extracts   X X   X X

Login / Subscribe to Access Full Page

Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021. - SEBI/LAD-NRO/GN/2021/39 - SEBI

X X   X X   Extracts   X X   X X

..... f debt securities or in creation of security in accordance with the terms of the offer document, any distribution of dividend shall require approval of the debenture trustee. Obligations of the Issuer 23. (1) The issuer shall treat all applicants to an issue of non-convertible securities in a fair and equitable manner as per the procedures as may be specified by the Board. (2) The issuer shall not employ any device, scheme, or artifice to defraud in connection with issue or subscription or distribution of non-convertible securities which are listed or proposed to be listed on the recognized stock exchange(s). (3) The issuer shall apply for Securities and Exchange Board of India Complaints Redress System (SCORES) authentication in the format specified by the Board and shall use the same for all issuance of non-convertible securities. (4) In case of a public issue, the issuer shall provide all required information/ documents to the lead managers for conducting the due diligence, in the form and manner as may be specified by the Board. (5) The issuer shall ensure that secured debt securities are secured by hundred percent security cover. Obligations of Debenture Trustee 24. (1) The de .....

X X   X X   Extracts   X X   X X

Login / Subscribe to Access Full Page

Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021. - SEBI/LAD-NRO/GN/2021/39 - SEBI

X X   X X   Extracts   X X   X X

..... disclosures shall be made as specified in the Schedule I of these regulations. Issuance of green debt securities 26. An issuer desirous of issuing and listing of green debt securities shall comply with the conditions as may be specified by the Board. Filing of draft offer document 27. (1) No issuer shall make a public issue of debt securities and/or non-convertible redeemable preference shares unless a draft offer document has been filed with all the stock exchanges on which such securities are proposed to be listed, through the lead manager. (2) The draft offer document filed with the stock exchange(s) shall be made public by posting the same on the website of the stock exchange(s) for seeking public comments for a period of seven working days from the date of filing the draft offer document with stock exchange(s). (3) The draft offer document shall also be displayed on the website of the issuer and the lead manager(s). (4) The lead manager(s) shall ensure that the draft offer document clearly specifies the names and contact particulars including the postal and email address and telephone number of the compliance officer who shall be a Company Secretary of the issuer. (5) The lea .....

X X   X X   Extracts   X X   X X

Login / Subscribe to Access Full Page

Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021. - SEBI/LAD-NRO/GN/2021/39 - SEBI

X X   X X   Extracts   X X   X X

..... r documents are true, fair and adequate and ensure that the issuer is in compliance with these regulations including all the transaction specific disclosures as required in Schedule I of these regulations, disclosures as required under the relevant provisions of the Companies Act, 2013 (18 of 2013) and any other disclosures as may be specified by the Board. (b) ensure that the track record of the public issues of non-convertible securities managed by them is disclosed on their website with a reference in the offer document, for a period of three financial years from the date of listing of each public issue managed by the lead manager(s): Provided that all lead managers who have signed the due diligence certificate for such issue to the public, as disclosed in the offer document, shall also disclose the track record of the public issue managed by them. Explanation: For the purpose of this regulation, “material” means anything which is likely to impact an investor’s informed investment decision. Mode of Disclosure of the offer document 29. (1) The offer document shall be displayed on the websites of stock exchange(s), issuer and lead manager which shall be available .....

X X   X X   Extracts   X X   X X

Login / Subscribe to Access Full Page

Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021. - SEBI/LAD-NRO/GN/2021/39 - SEBI

X X   X X   Extracts   X X   X X

..... ch are extraneous to the contents of the offer document; (c) adequate space shall be provided in the application form to enable the investors to fill in various details like name, address, etc. (2) The issuer may provide the facility for subscription of application in electronic mode. (3) The abridged prospectus shall be in the format as specified in Part B of Schedule I of these regulations. Price Discovery and Book building 33. (1) The issuer may determine the price and/or coupon of debt securities and non-convertible redeemable preference shares in consultation with the lead manager. (2) The issue of debt securities and non-convertible redeemable preference shares may be at fixed price and fixed coupon or the issuer may determine the demand and price or coupon of the debt securities and nonconvertible redeemable preference shares through book building process in accordance with the procedure as may be specified by the Board. Minimum subscription. 34. (1) Minimum subscription for a public issue shall not be less than seventy-five percent of the base issue size or as may be specified by the Board: Provided that the requirement of minimum subscription shall not apply to issuers iss .....

X X   X X   Extracts   X X   X X

Login / Subscribe to Access Full Page

Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021. - SEBI/LAD-NRO/GN/2021/39 - SEBI

X X   X X   Extracts   X X   X X

..... payment. (3) The issuer shall file the following documents along with the listing application to the stock exchange and with the debenture trustee (in case of debt securities): (a) Offer Document; (b) Memorandum of Association and Articles of Association; (c) Copy of the requisite board/ committee resolutions authorizing the borrowing and the list of authorised signatories for the allotment; (d) Copy of last three years Annual Reports; (e) Reports about the business or transaction to which the proceeds of the securities are to be applied directly or indirectly; (f) Statement containing particulars of, dates of, and parties to all material contracts and agreements; (g) An undertaking from the issuer stating that the necessary documents for creation of the charge, wherever 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 designated stock exchange, where such securities have been listed; (h) An undertaking that permission / consent from the prior creditor for a second or pari passu charge being created, wherever applicable, in favour of the debenture .....

X X   X X   Extracts   X X   X X

Login / Subscribe to Access Full Page

Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021. - SEBI/LAD-NRO/GN/2021/39 - SEBI

X X   X X   Extracts   X X   X X

..... securities of all such holders, who have not given their positive consent for the roll-over. Due Diligence by Debenture trustee 40. The debenture trustee shall, at the time of filing the draft offer document with the stock exchange(s) and prior to opening of the public issue of debt securities, furnish to the Board and stock exchange(s), a due diligence certificate in the format as specified in Schedule IV of these regulations. Filing of Shelf Prospectus and Tranche Prospectus. 41. (1) Without prejudice to regulation 27 of these regulations, the following issuers may file shelf prospectus under Section 31 of the Companies Act, 2013 (18 of 2013) for public issuance of their debt securities: (a) Public financial institutions as defined under clause (72) of Section 2 of the Companies Act, 2013 (18 of 2013) and scheduled banks as defined under clause (e) of Section 2 of the Reserve Bank of India Act, 1934; or (b) Issuers authorized by the notification of the Central Board of Direct Taxes to make public issue of tax free secured bonds, with respect to such tax free bond issuances; or (c) Infrastructure Debt Funds - Non-Banking Financial Companies regulated by the Reserve Bank of India; .....

X X   X X   Extracts   X X   X X

Login / Subscribe to Access Full Page

Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021. - SEBI/LAD-NRO/GN/2021/39 - SEBI

X X   X X   Extracts   X X   X X

..... For the purpose of this regulation, “material” means anything which is likely to impact an investor’s informed investment decision. Retention of Over Subscription 42. An issuer shall be allowed to retain over-subscription up to a maximum of hundred percent of the base issue size or any lower limit as specified in the prospectus subject to necessary corporate authorization, credit rating and any other condition as may be specified by the Board: Provided that the issuers filing a shelf prospectus, can retain oversubscription up to the rated size, as specified in their shelf prospectus: Provided further that the issuers of tax-free bonds, who have not filed shelf prospectus, the limit for retaining the oversubscription shall be the amount for which they are authorised by the Central Board of Direct Taxes to raise in a year or any lower limit, subject to the same being specified in the offer document. Creation of security for secured debt securities 43. (1) While creating a charge or security, the issuer shall have the option to create charge or security over the properties or assets (movable, immovable, tangible, intangible), shares or any interest thereon, of the is .....

X X   X X   Extracts   X X   X X

Login / Subscribe to Access Full Page

Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021. - SEBI/LAD-NRO/GN/2021/39 - SEBI

X X   X X   Extracts   X X   X X

..... ct/rules etc. and the same would be uploaded on the website of the designated stock exchange, where such securities have been proposed to be listed; (g) In case of debt securities, an undertaking that permission / consent from the prior creditor for a second or pari passu charge being created, wherever applicable, in favour of the debenture trustee to the proposed issue has been obtained; and (h) Any other particulars or documents that the recognized stock exchange may call for as it deems fit: Provided that issuers desirous of issuing debt securities on private placement basis who are in existence for less than three years may provide Annual Reports pertaining to the years of existence. (3) Debenture trustee shall submit a due diligence certificate to the stock exchange in the format as specified in Schedule IV of these regulations. (4) The stock exchange(s) shall list the debt securities only upon receipt of the due diligence certificate from the debenture trustee as per format specified by the Board. Disclosures in respect of Private Placements 45. (1) The issuer making a private placement of debt securities and non-convertible redeemable preference shares and seeking listing th .....

X X   X X   Extracts   X X   X X

Login / Subscribe to Access Full Page

Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021. - SEBI/LAD-NRO/GN/2021/39 - SEBI

X X   X X   Extracts   X X   X X

..... h debt securities issued during the period of validity of that memorandum, no further placement memorandum is required: Provided that the issuer while making any private placement under a shelf placement memorandum, shall file with the stock exchange(s) tranche placement memorandum with respect to each tranche, containing details of the private placement and material changes, if any, in the information including the financial information provided in the shelf placement memorandum or the earlier tranche placement memorandum, as applicable. Explanation: For the purpose of this regulation, “material” means anything which is likely to impact an investor’s informed investment decision. Creation of security 48. (1) While creating a charge or security, the issuer shall have the option to create charge or security over the properties or assets (movable, immovable, tangible, intangible), shares or any interest thereon, of the issuer or its subsidiaries or its holding companies or its associate companies. (2) The charge created in respect of the secured debt securities shall be disclosed in the offer document along with an undertaking that the assets on which charge or secu .....

X X   X X   Extracts   X X   X X

Login / Subscribe to Access Full Page

Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021. - SEBI/LAD-NRO/GN/2021/39 - SEBI

X X   X X   Extracts   X X   X X

..... arding the features of these instruments and relevant risk factors and if such instruments are listed, shall comply with the listing regulations. CHAPTER VI LISTING OF COMMERCIAL PAPER 51. (1) Issuers desirous of listing of commercial paper shall comply with the conditions as may be specified by the Board from time to time. (2) The designated stock exchange shall collect a regulatory fee as specified in Schedule VI of these regulations from an issuer of commercial paper at the time of their listing. (3) The issuer shall apply for Securities and Exchange Board of India Complaints Redress System (SCORES) authentication in the format specified by the Board and shall use the same for issuance and listing of commercial paper. CHAPTER VII PROCEDURE FOR ACTION IN CASE OF VIOLATION OF REGULATIONS Inspection by the Board 52. (1) The Board may suo-moto or upon information received by it, appoint one or more persons to undertake the inspection of the books of account, records and documents of the issuer or lead manager(s) or any other intermediary associated with the issue, for any of the following purposes, namely, - (a) to verify whether the provisions of the Act, the Companies Act, 2013 (1 .....

X X   X X   Extracts   X X   X X

Login / Subscribe to Access Full Page

Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021. - SEBI/LAD-NRO/GN/2021/39 - SEBI

X X   X X   Extracts   X X   X X

..... suing such directions, give an opportunity of being heard to the persons against whom the directions are issued or proposed to be issued: Provided further that if any ex-parte direction is required to be issued, the Board may give post decisional hearing to affected person. CHAPTER VIII MISCELLANEOUS Delegation 54. The powers exercisable by the Board under these regulations shall be exercisable by any officer of the Board to whom such powers are delegated by the Board. Power of the Board to issue general order or circular. 55. (1) The Board may by a general or special order or circular specify any conditions or requirement in respect of issue of non-convertible securities. (2) In particular and without prejudice to the generality of the foregoing power and provisions of these regulations, such orders or circulars may provide for all or any of the following matters, namely: (a) electronic issuances and other issue procedures including the procedure for price discovery; (b) conditions governing trading, reporting, clearing and settlement of trade in non-convertible securities; (c) listing conditions. (3) In case any special order is proposed to be issued to any particular issuer or i .....

X X   X X   Extracts   X X   X X

Login / Subscribe to Access Full Page

Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021. - SEBI/LAD-NRO/GN/2021/39 - SEBI

X X   X X   Extracts   X X   X X

..... be specified by the Board. Relaxation of strict enforcement of Rule 19 of the Securities Contracts (Regulation) Rules, 1957 58. In exercise of the powers conferred by sub-rule (7) of Rule 19 of the Securities Contracts (Regulation) Rules, 1957, the Board relaxes the strict enforcement of: (a) sub-rules (1) and (3) of Rule 19 the said rules in relation to listing of an issue of non-convertible securities; (b) clause (b) of sub-rule (2) of rule 19 of the said rules in relation to listing of debt securities: i. issued by way of a private placement by any issuer; and, ii. issued to the public by an infrastructure company, a Government company, a statutory authority or corporation or any special purpose vehicle set up by any of them, which is engaged in the infrastructure sector. Explanation: For the purposes of this regulation the term ‘infrastructure sector’ shall have the same meaning assigned to it under the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018. Repeal and Savings 59. (1) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 and the Securities and Exchange Bo .....

X X   X X   Extracts   X X   X X

Login / Subscribe to Access Full Page

Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021. - SEBI/LAD-NRO/GN/2021/39 - SEBI

X X   X X   Extracts   X X   X X

..... as “market leader”, “leading player”, etc. shall be used only if these can be substantiated by citing a proper source. 1.2 Simple English shall be used to enable easy understanding of the contents. Technical terms, if any, used in explaining the business of the issuer shall be clarified in simple terms. 1.3 There shall be no forward-looking statements that cannot be substantiated. 1.4 Consistency shall be ensured in the style of disclosures. If first person is used, the same may be used throughout. Sentences that contain a combination of first and third persons may be avoided. 1.5 For currency of presentation, only one standard financial unit shall be used. 2 DISCLOSURES The disclosures stipulated here are applicable for public issuances. 2.1 The front page of the OFFER DOCUMENT shall contain the following information: a. Name of the issuer, its logo (if any), corporate identification number, Permanent account number, date and place of incorporation, latest registration / identification number issued by any regulatory authority which regulates such issuer (viz. Reserve Bank of India, Insurance Regulatory Development Authority of India etc), if applicable, ad .....

X X   X X   Extracts   X X   X X

Login / Subscribe to Access Full Page

Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021. - SEBI/LAD-NRO/GN/2021/39 - SEBI

X X   X X   Extracts   X X   X X

..... r and the issue which is material in the context of the issue, that the information contained in the offer document is true and correct in all material aspects and is not misleading, that the opinions and intentions expressed herein are honestly stated and that there are no other facts, the omission of which make this document as a whole or any of such information or the expression of any such opinions or intentions misleading.” 2.2.2 Details of Promoters of the Issuer Company:- A complete profile of all the promoters, including their name, date of birth, age, personal addresses, educational qualifications, experience in the business or employment, positions/posts held in the past, directorships held, other ventures of each promoter, special achievements, their business and financial activities, photograph, Permanent Accountant Number. A declaration confirming that the Permanent Account Number, Aadhaar Number, Driving License Number, Bank Account Number(s) and Passport Number of the promoters and Permanent Account Number of directors have been submitted to the stock exchanges on which the non-convertible securities are proposed to be listed, at the time of filing the draft of .....

X X   X X   Extracts   X X   X X

Login / Subscribe to Access Full Page

Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021. - SEBI/LAD-NRO/GN/2021/39 - SEBI

X X   X X   Extracts   X X   X X

..... cal financial statements of such REIT/InvIT are not available for some portion or the entire portion of the reporting period of three years and interim period, then the combined financial statements need to be disclosed for the periods when such historical financial statements are not available. b. Listed issuers (whose debt securities or specified securities are listed on stock exchange(s)) in compliance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, may disclose unaudited financial information for the stub period in the format as prescribed therein with limited review report in the offer document, as filed with the stock exchanges, instead of audited financial statements for stub period, subject to making necessary disclosures in this regard in offer document including risk factors. c. The above financial statements shall be accompanied with the Auditor’s Report along with the requisite schedules, footnotes, summary etc. d. Key Operational and Financial Parameters on consolidated and standalone basis i. For Non-Financial Sector Entities: Balance Sheet Net Fixed assets Current assets Non-current assets Tot .....

X X   X X   Extracts   X X   X X

Login / Subscribe to Access Full Page

Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021. - SEBI/LAD-NRO/GN/2021/39 - SEBI

X X   X X   Extracts   X X   X X

..... activities Net cash used in financing activities Cash and cash equivalents Balance as per statement of cash flows Additional information Net worth Cash and Cash Equivalents Current Investments Assets Under Management Off Balance Sheet Assets Total Debts to Total assets Debt Service Coverage Ratios Interest Income Interest Expense Interest service coverage ratio Provisioning & Write-offs Bad debts to Account receivable ratio Gross NPA (%) Net NPA (%) Tier I Capital Adequacy Ratio (%) Tier II Capital Adequacy Ratio (%) e. f. Debt: Equity Ratio of the Issuer:- Before the issue After the issue 2.2.9 Where the issuer is a Non-Banking Finance Company or Housing Finance Company the following disclosures on Asset Liability Management shall be provided for the latest audited financials: S. No. Particulars of disclosure Details 1. Details with regard to lending done out of the issue proceeds of earlier issuances of debt securities (whether public issue or private placement) by NBFC Lending Policy Classification of Loans given to associate or entities related to Board, Senior management, promoters, etc Classification of loans into several maturity profile denomination, Aggregated exposure .....

X X   X X   Extracts   X X   X X

Login / Subscribe to Access Full Page

Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021. - SEBI/LAD-NRO/GN/2021/39 - SEBI

X X   X X   Extracts   X X   X X

..... ing details regarding the directors of the Company:- a. Details of the current directors of the Company: Name, Designation and DIN Age Address Date of appointment Details of other Directorship b. Details of directors’ remuneration, and such particulars of the nature and extent of their interests in the issuer. (during the current year and last three financial years) (i) Remuneration payable or paid to a director by the subsidiary or associate company; shareholding of the director in the company including any stock options; shareholding in subsidiaries and associate companies; (ii) appointment of any relatives to an office or place of profit; (iii) the full particulars of the nature and extent of interest, if any, of every director: (a) in the promotion of the issuer company; or (b) in any immoveable property acquired by the issuer company in the two years preceding the date of the Prospectus or any immoveable property proposed to be acquired by it; or (c) where the interest of such a director consists in being a member of a firm or company, the nature and extent of his interest in the firm or company, with a statement of all sums paid or agreed to be paid to him or to the fir .....

X X   X X   Extracts   X X   X X

Login / Subscribe to Access Full Page

Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021. - SEBI/LAD-NRO/GN/2021/39 - SEBI

X X   X X   Extracts   X X   X X

..... tanding Date of Repayment/ Schedule Credit Rating Secured/ Unsecured Security g. Details of any outstanding borrowings taken/ debt securities issued for consideration other than cash. This information shall be disclosed whether such borrowing/ debt securities have been taken/ issued: (iv) in whole or part, (v) at a premium or discount, or (vi) in pursuance of an option or not; 2.2.16 Details of all default/s and/or delay in payments of interest and principal of any kind of term loans, debt securities and other financial indebtedness including corporate guarantee issued by the Company, in the past 3 years. 2.2.17 Details of default and non-payment of statutory dues; 2.2.18 Details of pending litigation involving the issuer, promoter, director, subsidiaries, group companies or any other person, whose outcome could have material adverse effect on the financial position of the issuer, which may affect the issue or the investor’s decision to invest / continue to invest in the debt securities and/ or non- convertible redeemable preference shares. 2.2.19 Details of acts of material frauds committed against the issuer in the last three years, if any, and if so, the action taken by th .....

X X   X X   Extracts   X X   X X

Login / Subscribe to Access Full Page

Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021. - SEBI/LAD-NRO/GN/2021/39 - SEBI

X X   X X   Extracts   X X   X X

..... ompanies Act, 2013 (18 of 2013), Reserve Bank of India guidelines, etc.). c. Default in Payment; d. Delay in Listing e. Delay in allotment of securities and unblocking of application money in case of refund f. Issue details: g. Application process. h. Project details: gestation period of the project; extent of progress made in the project; deadlines for completion of the project; the summary of the project appraisal report (if any), schedule of implementation of the project; 2.2.29 Other details in case of Non-convertible redeemable preference shares a. Nature of the instrument: whether cumulative or non-cumulative and complete details thereof; b. Terms of Redemption: Out of distributable profits or out of fresh issue of shares for the purpose of redemption or both. 2.2.30 The offer document shall not include a statement purporting to be made by an expert unless the expert is a person who is not, and has not been, engaged or interested in the formation or promotion or management, of the company and has given his written consent to the issue of the prospectus and has not withdrawn such consent before the delivery of a copy of the prospectus to the Registrar for registration and a st .....

X X   X X   Extracts   X X   X X

Login / Subscribe to Access Full Page

Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021. - SEBI/LAD-NRO/GN/2021/39 - SEBI

X X   X X   Extracts   X X   X X

..... soundness of any scheme or the project for which the issue is proposed to be made or for the correctness of the statements made or opinions expressed in the offer document. The lead manager(s), has certified that the disclosures made in the offer document are generally adequate and are in conformity with the Regulations. This requirement is to facilitate investors to take an informed decision for making investment in the proposed issue. b. Disclaimer Statement from the issuer and lead manager(s): A statement to the effect that the issuer and the lead manager(s) accept no responsibility for statements made otherwise than in the offer document or in the advertisement or any other material issued by or at the instance of the issuer and that anyone placing reliance on any other source of information would be doing so at their own risk. c. Disclaimer in respect of jurisdiction: A brief paragraph mentioning the jurisdiction under which provisions of law and the rules and regulations are applicable to the offer document. d. Disclaimer clause of the stock exchanges and Credit Rating Agencies. e. Disclaimer clause of the Reserve Bank of India, the Insurance Regulatory and Development Autho .....

X X   X X   Extracts   X X   X X

Login / Subscribe to Access Full Page

Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021. - SEBI/LAD-NRO/GN/2021/39 - SEBI

X X   X X   Extracts   X X   X X

..... pliance with the material covenants such as creation of security as per terms agreed, default in payment of interest, default in redemption or repayment, non-creation of debenture redemption reserve, default in payment of penal interest wherever applicable. h. If secured, any risks in relation to maintenance of security cover or full recovery of the security in case of enforcement i. The following clause on ‘General Risk' shall be incorporated in a box format: “Investment in debt securities/non-convertible redeemable preference shares involve a degree of risk and investors should not invest any funds in such securities unless they can afford to take the risk attached to such investments. Investors are advised to take an informed decision and to read the risk factors carefully before investing in this offering. For taking an investment decision, investors must rely on their examination of the issue including the risks involved in it. Specific attention of investors is invited to statement of risk factors contained under Section [•] of this offer document. These risks are not, and are not intended to be, a complete list of all risks and considerations relevant to .....

X X   X X   Extracts   X X   X X

Login / Subscribe to Access Full Page

Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021. - SEBI/LAD-NRO/GN/2021/39 - SEBI

X X   X X   Extracts   X X   X X

..... he date of the issue of the prospectus ; and (ii) the assets and liabilities of the business as on the last date to which the accounts of the business were made up, being a date not more than one hundred and twenty days before the date of the issue of the prospectus; (c) in purchase or acquisition of any immoveable property including indirect acquisition of immoveable property for which advances have been paid to even third parties, disclosures regarding - (i) the names, addresses, descriptions and occupations of the vendors; (ii) the amount paid or payable in cash, to the vendor and where there is more than one vendor, or the company is a sub-purchaser, the amount so paid or payable to each vendor, specifying separately the amount, if any, paid or payable for goodwill; (iii) the nature of the title or interest in such property proposed to be acquired by the company; and (iv) the particulars of every transaction relating to the property, completed within the two preceding years, in which any vendor of the property or any person who is, or was at the time of the transaction, a promoter, or a director or proposed director of the company had any interest, direct or indirect, specifyin .....

X X   X X   Extracts   X X   X X

Login / Subscribe to Access Full Page

Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021. - SEBI/LAD-NRO/GN/2021/39 - SEBI

X X   X X   Extracts   X X   X X

..... inspection from the date of prospectus until the date of closing of subscription list. (6) The related party transactions entered during the last three financial years immediately preceding the issue of offer document as under - (a) all transactions with related parties with respect to giving of loans or, guarantees, providing securities in connection with loans made, or investments made ; (b) all other transactions which are material to the issuer company or the related party, or any transactions that are unusual in their nature or conditions, involving goods, services, or tangible or intangible assets, to which the issuer company or any of its parent companies was a party: (7) The summary of reservations or qualifications or adverse remarks of auditors in the last three financial years immediately preceding the year of issue of prospectus and of their impact on the financial statements and financial position of the company and the corrective steps taken and proposed to be taken by the company for each of the said reservations or qualifications or adverse remarks. (8) The details of any inquiry, inspections or investigations initiated or conducted under the Securities laws or Comp .....

X X   X X   Extracts   X X   X X

Login / Subscribe to Access Full Page

Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021. - SEBI/LAD-NRO/GN/2021/39 - SEBI

X X   X X   Extracts   X X   X X

..... y year) e.g. 8.70% XXX 2015. Issuer Type of Instrument Nature of Instrument ( Secured or Unsecured) Seniority (Senior or Subordinated) Eligible Investors Listing (name of stock Exchange(s) where it will be listed and timeline for listing) Rating of the Instrument Issue Size Minimum subscription Option to retain oversubscription ( Amount ) Objects of the Issue / Purpose for which there is requirement of funds Details of the utilization of the Proceeds Coupon / Dividend Rate Step Up/Step Down Coupon Rate Coupon/Dividend Payment Frequency Coupon / Dividend payment dates (Cumulative / non cumulative, in case of dividend Coupon Type (Fixed, floating or other structure) Coupon Reset Process (including rates, spread, effective date, interest rate cap and floor etc). Day Count Basis (Actual/Actual) Interest on Application Money Default Interest Rate Tenor Redemption Date Redemption Amount Redemption Premium /Discount Issue Price Discount at which security is issued and the effective yield as a result of such discount. Put Date Put Price Call Date Call Price Put Notification Time ( Timelines by which the investor need to intimate Issuer before exercising the put) Call Notification Time ( Ti .....

X X   X X   Extracts   X X   X X

Login / Subscribe to Access Full Page

Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021. - SEBI/LAD-NRO/GN/2021/39 - SEBI

X X   X X   Extracts   X X   X X

..... PROSPECTUS THIS ABRIDGED PROSPECTUS CONSISTS OF XX PAGES, PLEASE ENSURE THAT YOU GET ALL PAGES Please ensure that you read the Prospectus and the general instructions contained in this Memorandum before applying in the Issue. Unless otherwise specified, all capitalised terms used in this form shall have the meaning ascribed to such terms in the Prospectus. The investors are advised to retain a copy of Abridged Prospectus for their future reference. You may obtain a physical copy of the Application form from our Registered Office, the Lead Managers, syndicate members, Registrar to the Issue, the Designated Branches of Self Certified Syndicate Banks. You may also download the Prospectus from the websites of SEBI, Lead Managers and Stock Exchanges that is www.sebi.gov.in; www.nseindia.com; www.bseindia.com; websites of LM’s (to be specified). ISSUER’S LOGO XXX LIMITED The Corporate Identification Number of our Company is XXX. Registered Office: Corporate Office: Telephone: ; Company Secretary and Compliance Officer: ; Telephone: E-mail: Website: BRIEF DESCRIPTION OF THE ISSUE GENERAL RISKS Investors are advised to read the section titled “Risk Factors” on page .....

X X   X X   Extracts   X X   X X

Login / Subscribe to Access Full Page

Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021. - SEBI/LAD-NRO/GN/2021/39 - SEBI

X X   X X   Extracts   X X   X X

..... rospectus. CONTACT DETAILS: Name Address Tel: Facsimile: E-mail: Investor Grievance E-mail: Website Contact Person Registration No LEAD MANAGERS CONSORTIUM/LEAD BROKERS REGISTRAR TO THE ISSUE DEBENTURE TRUSTEE BANKERS TO THE ISSUE AND SPONSOR BANK ESCROW COLLECTION BANKS/BANKERS TO THE ISSUE: Only names to be included SELF CERTIFIED SYNDICATE BANKS: The banks which are registered with SEBI under the Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994 and offer services in relation to ASBA, including blocking of an ASBA Account, a list of which is available on https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes or at such other website as may be prescribed by SEBI from time to time. OBJECTS OF THE ISSUE: The Net Proceeds raised through the Issue will be utilised for following activities in the ratio provided as below : a) For the purpose of [●]-[●] % of the amount raised and allotted in the Issue b) For General Corporate Purposes- [●]% of the amount raised and allotted in the Issue ISSUE PROCEDURE: 1) Applications Cannot be made by: The following categories of persons, and entities, shall not be eligible to participate i .....

X X   X X   Extracts   X X   X X

Login / Subscribe to Access Full Page

Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021. - SEBI/LAD-NRO/GN/2021/39 - SEBI

X X   X X   Extracts   X X   X X

..... ts applying for Allotment in dematerialised form must provide details of valid and active DP ID, Client ID and PAN clearly and without error. Invalid accounts, suspended accounts or where such account is classified as invalid or suspended may not be considered for Allotment of the Bonds. f) If the ASBA Account holder is different from the ASBA Applicant, the Application Form should be signed by the ASBA Account holder also, in accordance with the instructions provided in the Application Form. g) Applications for all the Series of the Bonds may be made in a single Application Form only. h) All Applicants are required to tick the relevant box of the “Mode of Application” in the Application Form, choosing either the ASBA or Non-ASBA mechanism. i) It shall be mandatory for subscribers to the Issue to furnish their Permanent Account Number and any Application Form, without the PAN is liable to be rejected, irrespective of the amount of transaction. j) All Applicants should check if they are eligible to apply as per the terms of the Shelf & Tranche with Prospectus and applicable laws k) The Applicants should ensure that the Application Forms are submitted at the Collectio .....

X X   X X   Extracts   X X   X X

Login / Subscribe to Access Full Page

Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021. - SEBI/LAD-NRO/GN/2021/39 - SEBI

X X   X X   Extracts   X X   X X

..... east one branch in that Specified City for the Members of the Syndicate or Trading Members of the stock exchange(s), as the case may be, to deposit ASBA Forms (A list of such branches is available at http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/ Recognised-Intermediaries; s) ASBA Applicants should ensure that the Application Form is signed by the ASBA Account holder in case the ASBA Applicant is not the account holder t) ASBA Applicants should ensure that they receive an acknowledgement from the Designated Branch or the concerned Members of the Syndicate or Trading Members of the stock exchange(s), as the case may be, for the submission of the Application Form 2. Rejection of Applications: a) Applications submitted without payment of the entire Application Amount. However, the Company may Allot Bonds up to the value of Application monies paid, if such Application monies exceed the minimum Application size as prescribed hereunder. b) In case of partnership firms, the Application Forms submitted in the name of individual partners and/or accompanied by the individual’s PAN rather than the PAN of the partnership firm; c) Applications by persons not competent to contract unde .....

X X   X X   Extracts   X X   X X

Login / Subscribe to Access Full Page

Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021. - SEBI/LAD-NRO/GN/2021/39 - SEBI

X X   X X   Extracts   X X   X X

..... ough an ASBA account maintained through a different SCSB not in its own name, or (c) through an ASBA Account maintained through a different SCSB in its own name, which ASBA Account is not utilised for the purpose of applying in public issue w) Application Amount paid being higher than the value of Bonds applied for. However, the Company may allot Bonds upto the number of Bonds applied for, if the value of such Bonds applied for exceeds the Minimum Application Size; x) Application Amounts paid not tallying with the number of Bonds applied for; y) Applications for amounts greater than the maximum permissible amounts prescribed by applicable regulations z) Applications by persons/entities who have been debarred from accessing the capital markets by SEBI; aa) Applications (except for ASBA Applications) where clear funds are not available in Escrow Accounts as per final certificates from Escrow Collection Banks; ab) In case of ASBA Applicants, payment of Application Amount in any mode other than through blocking of Application Amount in the ASBA Accounts shall not be accepted under the ASBA process; BASIS OF ALLOTMENT 1) Reservations shall be made for each of the Categories in the below .....

X X   X X   Extracts   X X   X X

Login / Subscribe to Access Full Page

Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021. - SEBI/LAD-NRO/GN/2021/39 - SEBI

X X   X X   Extracts   X X   X X

..... number of Bonds with respect to each Series, applied for by such Applicant, subject to rounding off to the nearest integer, as appropriate, in consultation with the Lead Managers and the Designated Stock Exchange. All decisions pertaining to the basis of allotment of Bonds pursuant to the Issue shall be taken by the Company in consultation with the Lead Managers, and the Designated Stock Exchange and in compliance with the aforementioned provisions of the Prospectus. Any other queries/issues in connection with the Applications will be appropriately dealt with and decided upon by the Company in consultation with the Lead Managers. The Company shall allocate and allot [●] (depending upon the category of applicants) to all valid applications, wherein the Applicants have not indicated their choice of the relevant Bond Series. The Company has the discretion to close the Issue early irrespective of whether any of the Portion(s) are fully subscribed or not. The Company shall allot Bonds with respect to the Applications received till the time of such pre-closure in accordance with the Basis of Allotment as described hereinabove and subject to applicable statutory and/or regulatory r .....

X X   X X   Extracts   X X   X X

Login / Subscribe to Access Full Page

Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021. - SEBI/LAD-NRO/GN/2021/39 - SEBI

X X   X X   Extracts   X X   X X

..... tible Securities) Regulations, 2021, the Securities Contracts (Regulation) Act, 1956 and the rules and regulations made thereunder, the Securities and Exchange Board of India Act, 1992 and the rules and regulations made thereunder, each, as amended, and rules/ regulations/guidelines/ circulars issued by the Government of India, the Securities and Exchange Board of India and other competent authorities in this respect, from time to time, have been duly complied with and that no statement made in the Prospectus contravenes any such requirements. We further certify that the Prospectus does not omit disclosure of any material information that may make the statements made herein, in the light of the circumstances in which they were made, misleading and that all statements in the Prospectus are true and correct in all material respects. Date: Place: BIDDING AND/OR COLLECTION CENTRE DETAILS SCHEDULE II DISCLOSURES FOR PRIVATE PLACMENT OF NON CONVERTIBLE SECURITIES SCHEDULE II [See Regulation 45(1) and Regulation 50(3)] APPLICABILITY An issuer seeking to list its non-convertible securities on a recognized stock exchange issued by way of a private placement, shall make the disclosures speci .....

X X   X X   Extracts   X X   X X

Login / Subscribe to Access Full Page

Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021. - SEBI/LAD-NRO/GN/2021/39 - SEBI

X X   X X   Extracts   X X   X X

..... issue, if any. i. The credit rating (cross reference of press release be provided) ; j. All the ratings obtained for the private placement; k. The name(s) of the stock exchanges where the securities are proposed to be listed; l. The details about eligible investors; m. Coupon/dividend rate, coupon/dividend payment frequency, redemption date, redemption amount and details of debenture trustee; n. Nature and issue size, base issue and green shoe option, if any, shelf or tranche size, each as may be applicable; o. Details about underwriting of the issue including the amount undertaken to be underwritten by the underwriters; p. Inclusion of a compliance clause in relation to electronic book mechanism and details pertaining to the uploading the placement memorandum on the Electronic Book Provider Platform, if applicable. 2.3 Following disclosure shall be contained in the other pages of the placement memorandum: 2.3.1 Issuer’s Absolute Responsibility: The following clause on ‘Issuer’s Absolute Responsibility’ shall be incorporated in a box format: “The issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this placement m .....

X X   X X   Extracts   X X   X X

Login / Subscribe to Access Full Page

Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021. - SEBI/LAD-NRO/GN/2021/39 - SEBI

X X   X X   Extracts   X X   X X

..... .3.6 Name, logo, addresses, website URL, email address, telephone number and contact person of Debenture trustee to the issue, Credit rating agency for the issue, Registrar to the Issue, Statutory Auditors, Legal Counsel, (If any) Guarantor, if applicable Arrangers, if any. 2.3.7 About the Issuer A brief summary of the business/ activities of the Issuer and its subsidiaries with the details of branches or units if any and its line of business containing at least following information:- Overview of the business of the issuer Corporate Structure of the issuer Project cost and means of financing, in case of funding of new projects 2.3.8 Financial Information a. A columnar representation of the audited financial statements (i.e. Profit & Loss statement, Balance Sheet and Cash Flow statement) both on a standalone and consolidated basis for a period of three completed years which shall not be more than six months old from the date of the placement memorandum or issue opening date, as applicable. However, if the issuer being a listed REIT/listed InvIT has been in existence for a period less than three completed years and historical financial statements of such REIT/InvIT are not avail .....

X X   X X   Extracts   X X   X X

Login / Subscribe to Access Full Page

Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021. - SEBI/LAD-NRO/GN/2021/39 - SEBI

X X   X X   Extracts   X X   X X

..... scontinued operations Continuing and discontinued operations Cash Flow Net cash generated from operating activities Net cash used in / generated from investing activities Net cash used in financing activities Cash and cash equivalents Balance as per statement of cash flows Additional information Net worth Cash and Cash Equivalents Current Investments Net Sales EBIDTA EBIT Dividend amounts Long term debt to working capital Current Liability ratio Current liabilities / Non-current liabilities Total Debts to Total assets Debt Service Coverage Ratios Interest service coverage ratio iv. For Financial Sector Entities: Balance Sheet Net Fixed assets Current assets Non-current assets Total assets Non-Current Liabilities (including maturities of long-term borrowings and short- term borrowings) Financial (borrowings, trade payables, and other financial liabilities) Provisions Deferred tax liabilities (net) Other non-current liabilities Current Liabilities (including maturities of long-term borrowings) Financial (borrowings, trade payables, and other financial liabilities) Provisions Current tax liabilities (net) Other current liabilities Equity (equity and other equity) Total equity and liab .....

X X   X X   Extracts   X X   X X

Login / Subscribe to Access Full Page

Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021. - SEBI/LAD-NRO/GN/2021/39 - SEBI

X X   X X   Extracts   X X   X X

..... shares 2.3.11 Following details regarding the directors of the Company:- a. Details of the current directors of the Company: Name, Designation and DIN Age Address Date of appointment Details of other directorship Whether willful defaulter (Yes/No) 2.3.12 Following details regarding the auditors of the Issuer:- a. Details of the auditor of the Issuer:- Name of the Auditor Address Auditor since b. Details of change in auditor for last three years:- Name of the Auditor Address Date of Appointment Date of cessation, if applicable Date of Resignation, if applicable 2.3.13 Details of the following liabilities of the issuer, as at the end of the last quarter or if available, a later date:- a. Details of Outstanding Secured Loan Facilities :- Name of lender Type of Facility Amount Sanctioned Principal Amount outstanding Repayment Date / Schedule Security b. Details of Outstanding Unsecured Loan Facilities:- Name of lender Type of Facility Amount Sanctioned Principal Amount outstanding Repayment Date / Schedule c. Details of Outstanding Non-Convertible Securities- Series of NCS Tenor/ Period of Maturity Coupon Amount Date of Allotment Redemption Date/ Schedule Credit Rating Secured / unsec .....

X X   X X   Extracts   X X   X X

Login / Subscribe to Access Full Page

Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021. - SEBI/LAD-NRO/GN/2021/39 - SEBI

X X   X X   Extracts   X X   X X

..... nge 2.3.16 Details of all default/s and/or delay in payments of interest and principal of any kind of term loans, debt securities and other financial indebtedness including corporate guarantee issued by the Company, in the past 3 years including the current financial year. 2.3.17 Any material event/ development or change having implications on the financials/credit quality (e.g. any material regulatory proceedings against the Issuer/promoters, litigations resulting in material liabilities, corporate restructuring event etc) at the time of issue which may affect the issue or the investor's decision to invest / continue to invest in the non-convertible securities. 2.3.18 Any litigation or legal action pending or taken by a Government Department or a statutory body during the last three years immediately preceding the year of the issue of prospectus against the promoter of the company; 2.3.19 Details of default and non-payment of statutory dues 2.3.20 The names of the debenture trustee(s) shall be mentioned with statement to the effect that debenture trustee(s) has given its consent for appointment along with the copy of the consent letter from the debenture trustee. 2.3.21 If the .....

X X   X X   Extracts   X X   X X

Login / Subscribe to Access Full Page

Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021. - SEBI/LAD-NRO/GN/2021/39 - SEBI

X X   X X   Extracts   X X   X X

..... ies, accepts responsibility for, and confirms that this Offer Document contains all information with regard to the issuer and the issue, that the information contained in the offer document is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which make this document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect." iii) “The issuer has no side letter with any debt securities holder except the one(s) disclosed in the offer document/placement memorandum. Any covenants later added shall be disclosed on the stock exchange website where the debt is listed.” 2.3.25 Risk factors a. Risk factors shall be disclosed in the descending order of materiality. Wherever risks about material impact are stated, likely or potential implications should be disclosed. b. Risk factors if applicable, should include but not be limited to the following: c. Risks in relation to the non-convertible securities. d. Risks in relation to the security created in rel .....

X X   X X   Extracts   X X   X X

Login / Subscribe to Access Full Page

Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021. - SEBI/LAD-NRO/GN/2021/39 - SEBI

X X   X X   Extracts   X X   X X

..... . These risks are not, and are not intended to be, a complete list of all risks and considerations relevant to the non-convertible securities or investor’s decision to purchase such securities.” 2.3.27 In case of an issue of non-convertible redeemable preference shares, the following specific disclosure on the nature of the instrument in bold, on the cover page: "Instruments offered through the offer document are non-convertible redeemable preference shares and not debentures/bonds. They are riskier than debentures/bonds and may not carry any guaranteed coupon and can be redeemed only out of the distributable profits of the company or out of the proceeds of a fresh issue of shares made, if any, by the company for the purposes of the redemption" 2.3.28 Other details a. Creation of Debenture Redemption Reserve (DRR) / Capital Redemption Reserve (CRR) - relevant legislations and applicability. b. Issue/instrument specific regulations - relevant details (Companies Act, Reserve Bank of India guidelines, etc.). c. Default in Payment; d. Delay in Listing e. Delay in allotment of securities f. Issue details: g. Application process. h. Disclosure prescribed under PAS-4 .....

X X   X X   Extracts   X X   X X

Login / Subscribe to Access Full Page

Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021. - SEBI/LAD-NRO/GN/2021/39 - SEBI

X X   X X   Extracts   X X   X X

..... e Closing date Date of earliest closing of the issue, if any. Pay-in Date Deemed Date of Allotment Settlement mode of the Instrument Depository Disclosure of Interest/Dividend / redemption dates Record Date All covenants of the issue (including side letters, accelerated payment clause, etc.) Description regarding Security (where applicable) including type of security (movable/immovable/tangible etc.), type of charge (pledge/ hypothecation/ mortgage etc.), date of creation of security/ likely date of creation of security, minimum security cover, revaluation, replacement of security, interest to the debenture holder over and above the coupon rate as specified in the Trust Deed and disclosed in the placement memorandum Transaction Documents Conditions Precedent to Disbursement Condition Subsequent to Disbursement Event of Default (including manner of voting /conditions of joining Inter Creditor Agreement) Creation of recovery expense fund Conditions for breach of covenants (as specified in Debenture Trust Deed) Provisions related to Cross Default Clause Role and Responsibilities of Debenture Trustee Risk factors pertaining to the issue Governing Law and Jurisdiction Notes: a. If there .....

X X   X X   Extracts   X X   X X

Login / Subscribe to Access Full Page

Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021. - SEBI/LAD-NRO/GN/2021/39 - SEBI

X X   X X   Extracts   X X   X X

..... nfirm that all comments/ complaints received on the draft offer document filed on the website of ________ (designated stock exchange) have been suitably addressed. PLACE DATE: LEAD MANAGER (S) SCHEDULE IV FORMAT OF DUE DILIGENCE CERTIFICATE TO BE GIVEN BY THE DEBENTURE TRUSTEE [See Regulation 40 and Regulation 44(3)] FORMAT OF DUE DILIGENCE CERTIFICATE TO BE GIVEN BY THE DEBENTURE TRUSTEE BEFORE OPENING OF THE ISSUE To, SECURITIES AND EXCHANGE BOARD OF INDIA Dear Sir / Madam, SUB.: ISSUE OF ____________________ BY _______________LTD. We, the Debenture Trustee (s) to the above mentioned forthcoming issue state as follows: (1) We have examined documents pertaining to the said issue and other such relevant documents. (2) On the basis of such examination and of the discussions with the issuer, its directors and other officers, other agencies and of independent verification of the various relevant documents, WE CONFIRM that: (a) The issuer has made adequate provisions for and/or has taken steps to provide for adequate security for the debt securities to be issued. (b) The issuer has obtained the permissions / consents necessary for creating security on the said property (ies). (c) The i .....

X X   X X   Extracts   X X   X X

Login / Subscribe to Access Full Page

Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021. - SEBI/LAD-NRO/GN/2021/39 - SEBI

X X   X X   Extracts   X X   X X

 

← Previous Next →

 

 

 

|| Home || About us || Feedback || Contact us || Disclaimer || Terms of Use || Privacy Policy || Database || Members || Refer Us ||

© Taxmanagementindia.com [A unit of MS Knowledge Processing Pvt. Ltd.] All rights reserved.
|| Site Map - Recent || Site Map || ||