TMI BlogSecurities and Exchange Board of India (Issue and Listing of Debt Securities) (Amendment) Regulations, 2012X X X X Extracts X X X X X X X X Extracts X X X X ..... ), the following new sub-regulation shall be inserted, namely,- (3) Where the issuer has disclosed the intention to seek listing of debt securities issued on private placement basis the issuer shall forward the listing application along with the disclosures specified in Schedule I to the recognized stock exchange within fifteen days from the date of allotment of such debt securities. ii. In regulation 21, after the words shall make disclosures and before the words as specified in Schedule I , the words in a disclosure document shall be inserted. iii. After regulation 21, the following new regulation shall be inserted, namely,- Filing of Shelf Disclosure Document. 21 A. (1) An issuer making a private placement of debt securities and seeking listing thereof on a recognised stock exchange may file a Shelf Disclosure Document containing disclosures as provided in Schedule I. (2) An issuer filing a Shelf Disclosure Document under sub-regulation (1), shall not be required to file disclosure document, while making subsequent private placement of debt securities for a period of 180 days from the date of filing of the shelf disclosure document: Provided that t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ash 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 the timelines as mentioned in Simplified Listing Agreement issued by SEBI vide circular No. SEBI/IMD/BOND/1/2009/1 1/05 dated May 11, 2009 as amended from time to time, for furnishing / publishing its half yearly/ annual result. Further, the Issuer shall within 180 days from the end of the financial year, submit a copy of the latest annual report to the Trustee and the Trustee shall be obliged to share the details submitted under this clause with all Qualified Institutional Buyers (QIBs) and other existing debenture-holders within two working days of their specific request. 3. The following disclosures shall be made where relevant: A. Issuer Information a. Name and address of the following:- i. Registered office of the Issuer ii. Corporate office of the Issuer iii. Compliance officer of the Issuer iv. CFO of the Issuer v. Arrangers, if any, of the instrument vi. Trustee of the issue vii. Registrar of the issue viii. Credi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Dividend amounts Current ratio Interest coverage ratio Gross debt/equity ratio Debt Service Coverage Ratios For Financial Entities Networth Total Debt of which Non Current Maturities of Long Term Borrowing - Short Term Borrowing ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Share Capital Issued, Subscribed and Paid-up Share Capital ii. Changes in its capital structure as on last quarter end, for the last five years:- Date of Change (AGWEGM) Rs Particulars iii. Equity Share Capital History of the Company as on last quarter end, for the last five years:- Date of Allotment No of Equity Shares Face Value (Rs) Issue Price (Rs) Consideration (Cash, other than cash, etc) Nature of Allotment Cumulative Remarks No of equity shares Equity Share Capital (Rs) Equity Share Premium (in Rs) Notes: (If any) iv. Details of any Acquisition or Amalgamation in the last 1 year. v. Details of any Reorganization or Reconstruction in the l ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 quarter end:- i. Details of Secured Loan Facilities :- Lender's Name Type of Facility Amt Sanctioned Principal Amt outstanding Repayment Date / Schedule Security ii. Details of Unsecured Loan Facilities:- Lender's Name Type of Facility Amt Sanctioned Principal Amt outstanding Repayment Date / Schedule iii. Details of NCDs:- Debenture Series Tenor/Period of Maturity ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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. i. Abridged version of Audited Consolidated (wherever available) and Standalone Financial Information ( like Profit Loss statement, Balance Sheet and Cash Flow statement) for at least last three years and auditor qualifications, if any. * j. Abridged version of Latest Audited / Limited Review Half Yearly Consolidated (wherever available) and Standalone Financial Information (like Profit Loss statement, and Balance Sheet) and auditors qualifications, if any. * k. Any material event/ development or change having implications on the financials/credit quality (e.g. any material regulatory proceedings against the Issuer/promoters, tax l ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 ...........by .............Ltd. Issue Size Option to retain oversubscription (Amount) Objects of the Issue Details of the utilization of the Proceeds Coupon Rate Step Up/Step Down Coupon Rate 1 Coupon Payment Frequency Coupon payment dates Dates on which coupon will be paid. Coupon Type Fixed, floating or other coupon structure. Coupon Reset Process (including rates, spr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... reation of security, minimum security cover, revaluation, replacement of security). Transaction Documents 3 Conditions Precedent to Disbursement Condition Subsequent to Disbursement Events of Default Provisions related to Cross Default Clause N/A (Not Applicable) in case clause is not there else full description of the clause to be provided Role and Responsibilities of Debenture Trustee Governing Law and Jurisdiction Notes: 1. If there is any change in Coupon Rate rate pursuant to any event including elapse of certain time period or downgrade in rating, then such new Coupon Rate and events which lead to such change should be disclosed. 2. The procedure used to decide the dates on which the payment can be made and adjusting payment dates in response to days when payment can't be made due to any reason like sudden bank holiday etc., should be laid down. 3. ..... X X X X Extracts X X X X X X X X Extracts X X X X
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