TMI BlogDISCLOSURESX X X X Extracts X X X X X X X X Extracts X X X X ..... listed, within five working days of execution of the same. F. Any other particulars or documents that the recognized stock exchange may call for as it deems fit. G. An undertaking that permission / consent from the prior creditor for a second or pari passu charge being created, where applicable, in favor of the trustees to the proposed issue has been obtained. 2. Issuer shall submit the following disclosures to the Debenture Trustee in electronic form (soft copy) at the time of allotment of the debt securities: A. Memorandum and Articles of Association and necessary resolution(s) for the allotment of the debt securities; B. Copy of last three years audited Annual Reports; C. Statement containing particulars of, dates of, and parties to all material contracts and agreements; D. Latest Audited / Limited Review Half Yearly Consolidated (wherever available) and Standalone Financial Information (Profit Loss statement, Balance Sheet and Cash Flow statement) and auditor qualifications , if any. E. An undertaking to the effect that the Issuer would, till the redemption of the debt securities, submit the details mentioned in point (D) above to the Trustee within ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Non Current Assets Cash and Cash Equivalents Current Investments Current Assets Current Liabilities Net sales EBITDA EBIT Interest PAT Dividend amounts ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... PAT Gross NPA (%) Net NPA (%) Tier I Capital Adequacy Ratio (%) Tier II Capital Adequacy Ratio (%) Gross Debt: Equity Ratio of the Company:- Before the issue of debt securities After the issue of debt securities c. A brief history of the Issuer since its incorporation giving details of its following activities:- i. Details of Share Capital as on last quarter end:- Share Capital Rs Authorized Share Capital Issued, Subscribed and Paid-up Share Capital ii. Changes in its capital structure as on last quarter en ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he Company since Details of other directorship * Company to disclose name of the current directors who are appearing in the RBI defaulter list and/or ECGC default list, if any. ii. Details of change in directors since last three years:- Name, Designation and DIN Date of Appointment / Resignation Director of the Company since ( in case of resignation) Remarks f. Following details regarding the auditors of the Company:- i. Details of the auditor of the Company:- Name Address Auditor since ii. Details of change in auditor since last three years:- Name Address Date of Appointment / Resignation Auditor of the Company since ( in case of resignation) Remarks g. Details of borrowings of the Company, as on the latest quar ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Repayment Date / Schedule Credit Rating Secured / Unsecured Security viii. 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 5 years . ix. Details of any outstanding borrowings taken/ debt securities issued where taken / issued (i) for consideration other than cash, whether in whole or part, (ii) at a premium or discount, or (iii) in pursuance of an option; h. Details of Promoters of the Company:- i. Details of Promoter Holding in the Company as on the latest quarter end:- Sr No Name of the shareholders Total No of Equity Shares No of shares in demat form Total shareholding as % of total no of equity shares No of Shares Pledged % of Shares pledged with respect to shares owned. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ancials in line with timelines as mentioned in Simplified Lisitng Agreement issued by SEBI vide circular No.SEBI/IMD/BOND/1/2009/11/05 dated May 11, 2009 as amended from time to time , for furnishing / publishing its half yearly/ annual result. B. Issue details a. Summary term sheet shall be provided which shall include at least following information (where relevant) pertaining to the Secured / Unsecured Non Convertible debt securities (or a series thereof):- Security Name Name of the bond which includes (Issuer Name, Coupon and maturity year) e.g. 8.70% XXX 2015. Issuer Type of Instrument Nature of Instrument Secured or Unsecured Seniority Senior or Subordinated. Mode of Issue Private placement Eligible Investors Listing ( including name of stock Exchange(s) where it will be listed and timeline for listing) Rating of the Instrument ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 1. Issue Opening Date 2. Issue Closing Date 3. Pay-in Date 4. Deemed Date of Allotment Issuance mode of the Instrument Demat only (for private placement) Trading mode of the Instrument Demat only (for private placement) Settlement mode of the Instrument Insert details of payment procedure Depository Business Day Convention 2 Record Date 15 days prior to each Coupon Payment / 8 [Put] Date / [Call] Date / Redemption date. 13 [ All covenants of the issue (including side letters, accelerated payment clause, etc.) ] 16 [ 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 creatio ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nforcement of the security. ] 9 [C. Disclosures pertaining to wilful default (1) In case of listing of debt securities made on private placement, the following disclosures shall be made: (a) Name of the bank declaring the entity as a wilful defaulter; (b) The year in which the entity is declared as a wilful defaulter; (c) Outstanding amount when the entity is declared as a wilful defaulter; (d) Name of the entity declared as a wilful defaulter; (e) Steps taken, if any, for the removal from the list of wilful defaulters; (f) Other disclosures, as deemed fit by the issuer in order to enable investors to take informed decisions; (g) Any other disclosure as specified by the Board. (2) The fact that the issuer or any of its promoters or directors is a wilful defaulter shall be disclosed prominently on the cover page with suitable cross-referencing to the pages. (3) Disclosures specified herein shall be made in a separate chapter or section, distinctly identifiable in the Index / Table of Contents.] ********** 1 Substituted by the SEBI(Issue and Listing of Debt Securities)(Amendment)Regulations, 2012 w.e.f. 12-10-12. Prior ro its substituti ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... y, yield on redemption. xv. Information relating to the terms of offer or purchase. xvi. The discount at which such offer is made and the effective price for the investor as a result of such discount. xvii. The debt equity ratio prior to and after issue of the debt security. xviii. Servicing behavior on existing debt securities, payment of due interest on due dates on term loans and debt securities. xix. That the permission / consent from the prior creditor for a second or pari passu charge being created in favor of the trustees to the proposed issue has been obtained. xx. The names of the debenture trustee(s) shall be mentioned with a statement to the effect that debenture trustee(s) has given his consent to the issuer for his appointment under regulation 4 (4) and also in all the subsequent periodical communications sent to the holders of debt securities. xxi. The rating rationale (s) adopted by the rating agencies shall be disclosed xxii. Names of all the recognised stock exchanges where securities are proposed to be listed clearly indicating the designated stock exchange and also whether in principle approval from the recognised stock exchange has been o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... will refund the subscription with agreed rate of interest or will pay penal interest of atleast 2% p.a. over the coupon rate till these conditions are complied with at the option of the investor. ii. Default in Payment: In case of default in payment of Interest and/or principal redemption on the due dates, additional interest of atleast @ 2% p.a. over the coupon rate will be payable by the Company for the defaulting period iii. Delay in Listing: In case of delay in listing of the debt securities beyond 20 days from the deemed date of allotment, the Company will pay penal interest of atleast 1 % p.a. over the coupon rate from the expiry of 30 days from the deemed date of allotment till the listing of such debt securities to the investor. 12. Inserted vide Notification No. SEBI/ LAD-NRO/GN/2020/35 dated 08-10-2020 13. Inserted vide Notification No. SEBI/ LAD-NRO/GN/2020/35 dated 08-10-2020 14. Substituted vide Notification No. SEBI/ LAD-NRO/GN/2020/35 dated 08-10-2020 before it was read as Events of Default 15. Inserted vide Notification No. SEB ..... X X X X Extracts X X X X X X X X Extracts X X X X
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