TMI BlogSimplified Listing Agreement for Debt SecuritiesX X X X Extracts X X X X X X X X Extracts X X X X ..... of a public issue or a private placement), minimal incremental disclosures related to the debt security issuance would be sufficient, since large amount of information is already in public domain and material developments are disclosed under the equity Listing Agreement on a nearly continuous basis. 2. Where the equity of an issuer is not listed, and such an issuer seeks listing of debt securities (whether issued by way of a public issue or a private placement), detailed disclosures, fewer than those made under the equity Listing Agreement, would need to be made. III. The Listing Agreement for debt securities as set out at Annexure consists of two parts. The first part prescribes only incremental disclosures which are relevant for debt securities of such issuers whose equity shares are listed on the Exchange. The second part, which is applicable to issuers whose equity shares are not listed on the Exchange, prescribes detailed disclosures. During the currency of listing of equity shares, the issuer shall comply with provisions in Part A. In all other cases, the Issuer shall comply with provisions in Part B. IV. Applicability The Listing Agreement for debt ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ______________________ day of___________20_____by_____________________ an issuer duly formed and registered under ________ (mention relevant Act) and having its Registered office at ___________________ (hereinafter called the Issuer ) with the _________ (name of the Stock Exchange) (hereinafter called the Exchange ). WHEREAS the Issuer has filed with the Exchange an application for listing its debt securities that have been issued by way of an offer document prepared in compliance with Schedule I of the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 annexed hereto and made a part thereof. NOW THEREFORE in consideration of the Exchange having agreed to list the said securities, the Issuer hereby agrees to covenants stipulated in Part A or Part B (depending upon the status of listing of equity shares of the Issuer) of this Listing Agreement and agrees with the Exchange as follows :- PART A (Applicable where equity shares of the Issuer are listed) 1. The Issuer agrees that in addition to the covenants in the equity Listing Agreement executed between the Issuer and the Exchange, it shall comply with the covenant ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d whether the same has been paid or not; and (e) next due date for the payment of interest/principal. 7. The Issuer agrees that it shall use the services of ECS (Electronic Clearing Service), Direct Credit, RTGS (Real Time Gross Settlement) or NEFT (National Electronic Funds Transfer) for payment of interest and redemption or repayment amounts as per applicable norms of the Reserve Bank of India. 8. The Issuer agrees that it shall notify the Exchange regarding expected default in timely payment of interests or redemption or repayment amount or both in respect of the debt securities as soon as the same becomes apparent. 9. The Issuer agrees that credit to demat accounts of the allottees shall be made within two working days from the date of allotment. 10. The Issuer agrees that (in case of listing of debt securities issued to public) - (a) allotment of securities offered to public shall be made within 30 days of the closure of the public issue; (b) it shall pay interest @ 15% per annum if the allotment has not been made and/or the refund orders have not been despatched to the investors within 30 days from the date of closure of the issue. 11. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... uring 100% security cover for listed secured debt securities at all times; (b) create and register the charges on the assets where secured debt securities are issued; (c) ensure timely interest/ redemption payment; (d) ensure that services of ECS (Electronic Clearing Service), Direct Credit, RTGS (Real Time Gross Settlement) or NEFT (National Electronic Funds Transfer) are used for payment of interest and redemption or repayment amounts as per applicable norms of the Reserve Bank of India. The Issuer shall issue payable-at-par warrants/ cheques for payment of interest and redemption amount; (e) at all times abide by the requirements of the Securities and Exchange Board of India Act, 1992, the Securities Contracts( Regulation) Act,1956 and rules and the regulations made thereunder as applicable to further issuance, if any, of debt securities. 17. The Issuer agrees that credit to demat accounts of the allottees shall be made within two working days from the date of allotment. 18. The Issuer agrees that (in case of listing of debt securities issued to public): (a) allotment of securities offered to public shall be made within 30 days of the cl ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... principal on the due dates or any other matter concerning the security, Issuer and /or the assets along with its comments thereon, if any; (l) delay/ default in Payment of Interest / Principal Amount for a period of more than three months from the due date; (m) failure to create charge on the assets within the stipulated time period; and (n) any other information having bearing on the operation/performance of the Issuer as well as price sensitive information. 20. The Issuer agrees to close transfers or fix a record date for purposes of payment of interest and payment of redemption or repayment amount or for such other purposes as the Exchange may agree to or require and to give to the Exchange the notice in advance of at least seven clear working days, or of as many days as the Exchange may from time to time reasonably prescribe, stating the dates of closure of transfers (or, when transfers are not to be closed, the date fixed for taking a record of its debt security holders) and specifying the purpose or purposes for which the transfers are to be closed (or the record is to be taken). 21. The Issuer agrees: (a) to intimate to the Exchange, of its ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... isting Agreement; (d) shall monitor the designated e-mail ID of the grievance redressal division which shall be exclusively maintained for the purpose of registering complaints by investors. The company shall display the email ID and other relevant details prominently on their websites and in the various materials / pamphlets/ advertisement campaigns initiated by them for creating investor awareness. 23. The Issuer agrees that as soon as its debt securities are listed on the Exchange, it will pay to the Exchange fees as prescribed by the Exchange, and thereafter, so long as the securities continued to be listed on the Exchange, it will pay to the Exchange on or before April 30, in each year an Annual Listing Fee computed on the basis of the securities of the Issuer which are outstanding as on March 31 and listed on the Exchange. The Issuer also agrees that it shall pay the additional fee, at the time of making application for listing of debt securities arising out of further issue. 24. The Issuer agrees and undertakes, as a pre-condition for continued listing of securities, hereunder, to comply with any regulations, requirements, practices and procedures as may be ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... erest or interest below section 372A of Companies Act by name and amount. Loans and advances in the nature of loans to firms/companies in which directors are interested by name and amount. 2. Subsidiary Same disclosures as applicable to the parent company in the accounts of subsidiary company 3. Parent Investments by the loanee (borrower) in the shares of parent company and subsidiary company, when the company has made a loan or advance in the nature of loan. Note: (a) For the purpose of the above disclosures the terms parent and subsidiary shall have the same meaning as defined in the Accounting Standard on Consolidated Financial Statement (AS21) issued by ICAI. (b) For the purpose of the above disclosures the terms Associate and Related Party shall have the same meaning as defined in the Accounting Standard on Related Party Disclosures (AS 18) issued by ICAI (c) For the purpose of above disclosures director s interest shall have the same meaning as it has in section 299 of Companies Act, 1956. B. Cash Flow Statement T ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the year shall be published/ given to the Exchanges in the same format as is applicable for half-yearly financial results. C. Qualifications in Audit Reports The issuer agrees that qualifications in Audit Reports that have a bearing on the interest payment/ redemption or principal repayment capacity of the company are appropriately and adequately addressed by the Board of Directors while publishing the accounts for the said period. 30. The Issuer agrees that it shall file the information, statements and reports etc in such manner and format and within such time as may be specified by SEBI or the stock exchange as may be applicable. PROVIDED ALWAYS AND ISSUER HEREBY IRREVOCABLY AGREES AND DECLARES that the Issuer will not without the concurrence of Exchange and the previous permission in writing from SEBI withdraw its adherence to the clauses of this agreement for listing of its securities. THE ISSUER FURTHER AGREES that it may apply for relaxation from strict application of the provisions of this agreement, in case it is unable to comply with any of the provisions of this agreement on account of provisions of the Act/ Rules or Regulations/ any other document un ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Unaudited* Audited/ Unaudited* Audited/ Unaudited* Audited/ Unaudited* 1. (a) Net Sales/Income from Operations (b) Other Operating Income 2. Expenditure (a). Increase/decrease in stock in trade and work in progress (b). Consumption of raw materials (c). Purchase of traded goods (d). Employees cost (e). Depreciation (f). Other expenditure (g). Total (Any item exceeding 10% of the total expenditure to be shown separately) 3. Profit from Operations before Other Income, Interest and Exceptional Items (1 2) 4. Other Income 5. Profit before Interest Exceptional Items (3+4) 6. Interest ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Particulars 6 months ended (dd/mm/yyyy) Correspondin g 3 months ended in the previous year (dd/mm/yyyy) Year to Date figures for current Period ended(dd/m m/yyyy) Previous accounting year ended (dd/mm/yyyy) Audited/ Unaudited* Audited/ Unaudited* Audited/ Unaudited* Audited/ Unaudited* 1. Interest earned (a)+(b)+(c)+(d) (a) Interest/disc. on advances/ bills (b) Income on investments (c) Interest on balances with Reserve Bank of India and other inter bank funds (d) Others 2. Other Income ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... (i) Capital Adequacy Ratio (ii) Earnings Per Share (EPS) 18) NPA Ratios a) Gross/Net NPA b) % of Gross/Net NPA c) Return on Assets *strike off whichever is not applicable Notes (as per RBI requirements) 1. Employee cost under Operating expenses to include all forms of consideration given by the bank in Exchange for services rendered by employees. It should also include provisions for post employment benefits such as gratuity, pension, other retirement benefits, etc. 2. Extraordinary items as defined in Accounting Standard 5 as income or expenses that arise from the ordinary activities of the enterprise and therefore, are not expected to recur frequently or regularly. Annexure III to Listing Agreement for Debt Securities Format for submitting the half yearly financial results by companies other than Banks and NBFCs eligible for alternative fo ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 13 Tax Expense 14 Net Profit (+)/ Loss (-) from Ordinary Activities after tax (12-13) 15 Extraordinary items (net of tax expense) 16 Profit (+)/Loss(-) for the period(14-15) 17 Paid-up equity share capital (Face value of the Share shall be indicated) 18. Paid up Debt Capital 19 Reserves excluding Revaluation Reserves (as per balance sheet) of previous accounting year 20 Debentu ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ew 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 1 and other recognised accounting practices and policies has not disclosed the information required to be disclosed in terms of Clause 29 of the Listing Agreement for debt securities including the manner in which it is to be disclosed, or that it contains any material misstatement. For XYZ Co. Chartered Accountants Signature (Name of the member signing the audit report) (Designation) 2 (Membership Number) Place of signature Date Annexure V to Listing Agreement for Debt Securities Format for the limited review report for Banks and NBFCs Review Report to . We have reviewed the accompanying statement of unaudited financial results of ___________ (Name of the Company) for the period ended ____. This statement is the responsibility of the Company s Management and has been approved by the Board of Directors/committee of Board of Directors. Our responsibility is to issue a report on these financial statements based ..... X X X X Extracts X X X X X X X X Extracts X X X X
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