9911796707
TMI BlogBase Issue Size, Minimum Subscription, Retention of Over-Subscription Limit and further disclosures in the Prospectus for Public Issue of Debt securitiesX X X X Extracts X X X X X X X X Extracts X X X X ..... to the public for subscription, unless the amount stated in the prospectus as the minimum amount has been subscribed. As per Schedule II to the Companies Act, 1956, the issuer is required to make a declaration about refund of the issue, if minimum subscription of 90% of the issue size is not received. b) However, for public issue of non-convertible debentures (NCDs), no such requirement is specified under Companies Act, 1956. Further, as per Regulation 12 of SEBI (Issue and Listing of Debt Securities) Regulations, 2008 (SEBI ILDS Regulations), the issuer may decide the amount of minimum subscription, which it seeks to raise from public through issue of NCDs and disclose the same in the offer document. c) Companies Act, 2013 and the Rul ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... a shelf prospectus, they can retain oversubscription up to the rated size, as specified in their Shelf Prospectus. c) The issuers of tax free bonds, who have not filed Shelf Prospectus, the limit for retaining the oversubscription shall be the amount, which they are authorised by CBDT to raise in a year or any lower limit, subject to the same being specified in the offer document. 4. Further disclosures in the prospectus for Debt Issues: I. "Objects of the issue" a) As per Schedule I of SEBI ILDS Regulations, companies making public issue of NCDs need to specify the "Object of the issue" in the offer document. However, detailed disclosure requirements, as required in case of equity issues are not specified under the SEBI ILDS Regulati ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ation (loans of value below ₹ 50 lakhs, ₹ 50 Lakhs - 1 Cr; ₹ 1 Cr- 5 Cr, ₹ 5 Cr- 25 Cr, ₹ 25 Cr.-100 Cr etc,), geographical classification of borrowers, etc.; iv. Details of top ten borrowers including their name, address, exposure etc; v. Details of top ten loans, overdue and classified as non-performing in accordance with RBI Guidelines, in terms of exposure to those entities. II. Disclosures in the offer document for public issue of NCDs: Issuers coming out with public issues of NCDs need to make disclosure in accordance with the disclosure requirements as specified in Schedule II to Companies Act, 1956 (Chapter III of Companies Act, 2013) and disclosure requirements as specified in Schedule I of SEBI ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... diligence certificate dated ______________ which reads as follows: (due diligence certificate submitted to the Board, as per Schedule II of SEBI ILDS Regulations, to be reproduced here)" ii. Provisions relating to fictitious applications iii. Declaration by board of directors that the underwriters, if any, have sufficient resources to discharge their respective obligations. iv. Reservation in the Issue, if any v. Utilization details regarding the Previous Issues of the issuer as well as the Group Companies vi. Benefit / interest accruing to Promoters/Directors out of the object of the issue vii. Details regarding material Contracts other than the contracts entered in the ordinary course of business and the material contr ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
