TMI BlogSecurities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021.X X X X Extracts X X X X X X X X Extracts X X X X ..... nying the application form for a public issue containing such salient features of a prospectus as specified by the Board; (b) Act means the Securities and Exchange Board of India Act, 1992 (15 of 1992); (c) advertisement means and includes notices, brochures, 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 accor ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ) Sustainable water management including clean and/or drinking water, water recycling, (iv) Climate change adaptation, (v) Energy efficiency including 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 acc ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the applicable conditions specified in Section 42 of the Companies 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 the nature of a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 otherwise provided, these regulations shall apply to the: (a) issuance and listing of debt securities a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... le 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... al. (2) All payments required to be made by an issuer shall be made on a working 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-convert ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... time. (2) Any default committed by the issuer shall be reckoned at the International Securities Identification Number level notwithstanding 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) an ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... referred to in sub-regulation (2). Distribution of Dividend in case of default in payment of interest or redemption of debt securities 22. Where the issuer has defaulted in payment of interest or redemption of 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 condu ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r providing loan to or acquisition of shares of any entity who is part of the promoter group or group companies: Provided that where the issuer is a Non-Banking Finance Company, Housing Finance Company or a Public Financial Institution the aforesaid restriction shall not apply and appropriate 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 display ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... they may disclose unaudited financial information for such period in the format as prescribed in the listing regulations with limited review report, as filed with the stock exchange(s), subject to necessary disclosures in this regard in the offer document including risk factors. (5) The lead manager(s) shall: (a) verify and confirm that the disclosures made in the offer 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 tra ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... or kind or services or otherwise to any person for making an application in the issue, except for fees or commission for services rendered in relation to the issue. Abridged Prospectus and application forms 32. (1) The issuer and lead manager shall ensure that: (a) every application form and the abridged prospectus is in the format as specified by the Board; (b) the abridged prospectus shall not contain matters which 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 d ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ting date), all application moneys received or blocked in the public issue shall be refunded or unblocked forthwith within two working days from the scheduled listing date to the applicants through the permissible modes of making refunds and unblocking of funds. For delay in refund/unblocking of funds beyond the timeline as specified above, the issuer shall be liable to pay interest at the rate of fifteen percent per annum to the investors from the scheduled listing date till the date of actual 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... th the stock exchange(s) where such debt securities are listed, for dissemination of the same to public on its website. (6) The existing trust deed may be continued if it provides for such continuation or the same may be amended or fresh trust deed may be executed at the time of such roll over. (7) The issuer shall on completion of the roll over, intimate the stock exchange(s) about the roll-over of the debt securities. (8) The issuer shall create and maintain adequate security in respect of such debt securities to be rolled over. (9) The issuer shall redeem the debt 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 un ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... copy of tranche prospectus with the stock exchange(s) and the Board, immediately on filing the same with the Registrar of Company. (3) The shelf prospectus shall contain the following disclosures: (a) disclosures specified in Schedule I of these regulations; (b) disclosures specified in the Companies Act (18 of 2013), as applicable; and (c) additional disclosures as may be specified by the Board. (4) The tranche prospectus shall contain details of the issue and material changes, if any, in the information including the financial information provided in the shelf prospectus or the earlier tranche prospectus, as applicable. Explanation : 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 oversubscripti ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... g application to the stock exchange and with the debenture trustee (in case of debt securities): (a) Placement Memorandum; (b) Memorandum of Association and Articles of Association; (c) Copy of the requisite board/ committee resolutions authorizing the borrowing and list of authorized signatories for the allotment of securities; (d) Copy of last three years Annual Reports; (e) Statement containing particulars of, dates of, and parties to all material contracts and agreements; (f) An undertaking from the issuer stating that the necessary documents for creation of the charge, wherever applicable, including the Trust Deed has been 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 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... urities and non-convertible redeemable preference shares issued on a private placement basis and credit to the dematerialised account of the investors, is made within such time as may be specified by the Board. PART B ADDITIONAL PROVISIONS FOR LISTING OF DEBT SECURITIES ISSUED ON PRIVATE PLACEMENT BASIS Filing of shelf placement memorandum 47. (1) An issuer making a private placement of debt securities and seeking listing thereof on a stock exchange(s) may file a shelf placement memorandum. (2) The shelf placement memorandum shall indicate a period not exceeding one year as the period of validity of such memorandum which shall commence from the date of opening of the first offer of debt securities under that memorandum, and in respect of a second or subsequent offer of such 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s and instruments of similar nature forming part of non-equity regulatory capital may list such instruments after complying with the conditions stipulated under this chapter. (2) An issuer may issue such instruments in compliance with the guidelines issued by the Reserve Bank of India and/or any other relevant laws applicable to them. (3) Issuers of these securities shall be required to make the following disclosures: (a) disclosures as specified under Schedule II; (b) any disclosure as may be provided under the guidelines framed by the Reserve Bank of India or the Companies Act, 2013 (18 of 2013), as applicable; (c) any other disclosures as may be specified by the Board. (4) The issuer shall comply with the terms and conditions as may be specified by the Board from time to time and shall make adequate disclosures in the offer document regarding 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 t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... uiry or investigation, in the interests of the securities market, issue or pass such directions as it deems fit including any or all of the following: (a) directing the issuer to refund of the application monies to the applicants in an issue; (b) directing the persons concerned not to further deal in securities in any particular manner; (c) directing the persons concerned not to access the securities market for a particular period; (d) restraining the issuer or its promoters or directors from making further issues of non-convertible securities; (e) directing the person concerned to sell or divest the non-convertible securities; (f) directing the issuer or the depository not to give effect to transfer or directing further freeze of transfer of non-convertible securities; (g) any other direction which the Board may deem fit and proper in the circumstances of the case: Provided that the Board shall, either before or after issuing 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 de ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tronic modes including payment gateways or such other mode allowed by the Reserve Bank of India. (4) The Board may, exempt any person or class of persons from the operation of all or any of the provisions of these regulations for a period as may be specified but not exceeding twelve months, for furthering innovation relating to testing new products, processes, services, business models, etc. in live environment of regulatory sandbox in the securities markets. (5) Any exemption granted by the Board under sub-regulation (4) shall be subject to the applicant satisfying such conditions as may be specified by the Board including conditions to be complied with on a continuous basis. Explanation : For the purposes of these regulations, regulatory sandbox means a live testing environment where new products, processes, services, business models, etc. may be deployed on a limited set of eligible customers for a specified period of time, for furthering innovation in the securities market, subject to such conditions as may 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... quent to the repeal of the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 and the Securities and Exchange Board of India (Issue and Listing of Non- Convertible Redeemable Preference Shares) Regulations, 2013, any reference thereto in any other regulations made, guidelines or circulars issued thereunder by the Board shall be deemed to be a reference to the corresponding provisions of these regulations. SCHEDULE I DISCLOSURES FOR PUBLIC ISSSUE OF DEBT SECURITIES AND NON CONVERTIBLE REDEEMABLE PREFERENCE SHARES SCHEDULE I [See Regulation 25(4), Regulation 28(2), Regulation 28(5) and Regulation 41(3)] Applicability An issuer seeking to list its debt securities or non- convertible redeemable preference shares on a recognized stock exchange issued by way of a public issue, shall make the disclosures specified in this Schedule. PART A 1 Instructions: 1.1 All information shall be relevant and updated as on the date of the offer document. The source and basis of all statements and claims shall be disclosed. Terms such as market leader , leading player , etc. shall be used only if these can be substantiate ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... est closing of the issue, if any. j. Credit ratings; (cross reference to press release be provided) k. All the ratings obtained for the public issue; l. The name(s) of the recognised stock exchanges where the securities are proposed to be listed; m. Coupon rate, coupon payment frequency, redemption date, redemption amount in case of debt securities; n. Dividend rate, dividend payment frequency, redemption date, redemption amount in case of non-convertible redeemable preference shares; o. Nature and issue size, base issue and green shoe option, if any, shelf or tranche size, each as may be applicable; p. Details about underwriting of the issue, including the amount undertaken to be underwritten by the underwriters. 2.2 Following disclosure shall be contained in the other pages of the prospectus 2.2.1 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 offer document contains all information with regard to the issuer and the issue which is material in the context of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Pay In Date Deemed Date of Allotment 2.2.6 Issue Details: Name, logo, addresses, website URL, email address, telephone number and contact person of Merchant bankers and co-managers to the issue, Debenture trustee to the issue, Credit Rating Agency for the issue, Registrar to the Issue Legal Counsel, Legal Advisor, Statutory Auditors, Bankers to the Issue, Sponsor Bank, Guarantor, if applicable Arrangers, if any. 2.2.7 About the Issuer A brief summary of the business/ activities of the Issuer and its subsidiaries with the details of branches / units and line of business containing at least following information:- Overview of the business Corporate Structure of the group Project cost and means of financing, in case of funding of new projects 2.2.8 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t tax liabilities (net) Other current liabilities Total liabilities Equity (equity and other equity) Total equity and liabilities Profit and Loss Total revenue From operations Other income Total Expenses Total comprehensive income Profit / loss Other comprehensive income Profit / loss after tax Earnings per equity share: (a) basic; and (b) diluted Continuing operations Discontinued operations Continuing and discontinued o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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) ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 (%) ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the issuer based on the last audited financial statements including amount and nature of liability. 2.2.12 A brief history of the Issuer since its incorporation giving details of its following activities :- a. Details of Share Capital as on last quarter end:- Share Capital Amount Authorized Share Capital Issued, Subscribed and Paid-up Share Capital b. Changes in its capital structure as on last quarter end, for the last three years :- Date of Change ( AGM/EGM) Particulars c. Equity Share Capital History of the Company, for the last three years :- Date of Allotment No. of Equity Shares Face Value Issue Price Consideration (Cash, Other than cash, etc) Nature of Allotment Cumulative Remarks ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ceding 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 firm or company in cash or shares or otherwise by any person either to induce him to become, or to help him qualify as a director, or otherwise for services rendered by him or by the firm or company, in connection with the promotion or formation of the issuer company shall be disclosed. c. Contribution being made by the directors as part of the offer or separately in furtherance of such objects; d. Any financial or other material interest of the directors, promoters or key managerial personnel in the offer and the effect of such interest in so far as it is different from the interests of other persons. e. Details of change in directors since last three years:- Name, Designation and DIN Date of Appointment Date of Cessation, if applicable Date of resignation, if applicable Remar ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... in terms of value (in cumulative basis) S. No. Name of holder of Non-convertible Securities Amount % of total non-convertible securities outstanding e. Details of Outstanding Commercial Paper as at the end of the last quarter in the following format:- S. No. ISIN of Commercial Paper Maturity Date Amount Outstanding f. Details of the rest of the borrowing (if any including hybrid debt like FCCB, Optionally Convertible Debentures / Preference Shares ):- Name of Party ( in case of facility)/ Name of Instrument Type of facility/ Instrument Amount sanctioned/ issued Principal Amount outstanding Date of Repayment/ Schedule Credit Rating Secured/ Unsecured Security ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ankers to issue, trustees, solicitors or advocates, legal advisor, lead managers, Registrar to the Issue, lenders and experts;; 2.2.26 If the security is backed by a guarantee or letter of comfort or any other document / letter with similar intent, a copy of the same shall be disclosed. In case such document does not contain detailed payment structure ( procedure of invocation of guarantee and receipt of payment by the investor along with timelines), the same shall be disclosed in the offer document. 2.2.27 Disclosure of Cash flow with date of interest/dividend/ redemption payment as per day count convention a. The day count convention for dates on which the payments in relation to the debt securities /nonconvertible redeemable preference shares which need to be made, should be disclosed. b. Procedure and time schedule for allotment and issue of securities should be disclosed; c. Cash flows emanating from the debt securities / non- convertible redeemable preference shares shall be mentioned in the offer document, by way of an illustration. 2.2.28 Other details a. Creation of Debenture Redemption Reserve (DRR) / Capital Redemption Reserve (CRR) - relevant legi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... bed such a threshold level at 26%. The same threshold shall be applicable or as may be prescribed by Reserve Bank of India from time to time. 2.2.32 Declaration in case of public issue: a. Procedure of: allotment of debt securities and non-convertible redeemable preference shares and unblocking of funds in case of refund. b. a statement by the Board of Directors about the separate bank account where all monies received out of the issue are to be transferred and disclosure of details of all monies including utilised and unutilised monies out of the previous issue in the prescribed manner; c. the details of all utilized and unutilised monies out of the monies collected in the previous issue made by way of public offer shall be disclosed and continued to be disclosed in the balance sheet till the time any part of the proceeds of such previous issue remains unutilized indicating the purpose for which such monies have been utilized, and the securities or other forms of financial assets in which such unutilized monies have been invested; d. the interim use of funds, if any 2.2.33 DISCLAIMER CLAUSES: a. The offer document shall contain the following disclaimer claus ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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. The issuer has no side letter with any debt securities holder except the one(s) disclosed in the offer document/offer document. Any covenants later added shall be disclosed on the stock exchange website where the debt is listed. 2.2.35 RISK FACTOR 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 debt securities/non-convertible redeemable preference shares. d. Risks in relation to the security created in relation to the debt securities, if any. e. Refusal of listing of any security of the issuer ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ion) Act, 1956 and the Securities and Exchange Board of India Act, 1992 and the rules and regulations made thereunder; m. 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 2.2.36 The offer document shall include the following other matters and reports, namely:- (1) If the proceeds, or any part of the proceeds, of the issue of the debt securities/non-convertible redeemable preference shares are or is to be applied directly or indirectly (a) in the purchase of any business; or (b) in the purchase of an interest in any business and by reason of that purchase, or anything to be done in consequence thereof, or in connection therewith; the company shall become entitled to ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rs immediately preceding the issue of the prospectus; and (B) the assets and liabilities of the other body corporate as on the last date to which its accounts were made up. (b) The said report shall - (i) indicate how the profits or losses of the other body corporate dealt with by the report would, in respect of the shares to be acquired, have concerned members of the issuer company and what allowance would have been required to be made, in relation to assets and liabilities so dealt with for the holders of the balance shares, if the issuer company had at all material times held the shares proposed to be acquired; and (ii) where the other body corporate has subsidiaries, deal with the profits or losses and the assets and liabilities of the body corporate and its subsidiaries in the manner as provided in sub-clause (ii) of clause (a). (3) The matters relating to terms and conditions of the term loans including re-scheduling, prepayment, penalty, default. (4) The aggregate number of securities of the issuer company and its subsidiary companies purchased or sold by the promoter group and by the directors of the company which is a promoter of the issuer company and by ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the Securities and Exchange Board of India Act, 1992, Companies Act and the rules and regulations made thereunder; (ii) the compliance with the Act and the rules does not imply that payment of dividend or interest or repayment of debt securities/non-convertible redeemable preference shares, is guaranteed by the Central Government; (iii)the monies received under the offer shall be used only for the purposes and objects indicated in the Offer document; (iv) Whatever is stated in this form and in the attachments thereto is true, correct and complete and no information material to the subject matter of this form has been suppressed or concealed and is as per the original records maintained by the promoters subscribing to the Memorandum of Association and Articles of Association (11) 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 ( Timelines by which the Issuer need to intimate investor before exercising the call) Face Value Minimum Application and in multiples of thereafter Issue Timing Issue Opening Date Issue Closing date Date of earliest closing of the issue, if any. Pay-in Date ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rustee to monitor that such security is maintained. d. The issuer shall provide granular disclosures in their offer document, with regards to the Object of the Issue including the percentage of the issue proceeds earmarked for each of the object of the issue . Further, the amount earmarked for General Corporate Purposes , shall not exceed 25% of the amount raised by the issuer in the proposed issue. PART B ABRIDGED 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 Exch ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 2. 3. 4. 5. 6. 7. 8. 9. 10. For further details, please refer to page no.[●] of the Prospectus. BUSINESS Maximum 500 words RISK FACTORS The below mentioned risks are top 10 risk factors each (Headings only), as per the Prospectus, including 3 each pertaining to the Issuer and the NCDs. Please read the risk factors carefully, see section titled Risk Factors on page no. [●]of the Prospectus 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. FINANCIAL HIGHLIGHTS As per Schedule ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Website Contact Person Registration No LEAD MANAGERS CONSORTIUM/LEAD BROKERS ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... larified that it is the responsibility of the Applicant to ensure that the guardians are competent to contract under applicable statutory/regulatory requirements); b) Persons Resident Outside India, Foreign nationals (including FIIs, FPIs, Qualified Foreign Investors) and other foreign entities; c) Foreign Venture Capital Investor; d) Overseas Corporate Bodies; and e) Person ineligible to contract under applicable statutory/ regulatory requirements. f) Any other category of Applicants not provided for under Issue Procedure Who are eligible to apply? on page [●] of the Prospectus. INSTRUCTIONS FOR COMPLETING THE APPLICATION FORM 1. General Instructions for completing the Application Form: a) Application Forms are to be completed in full, in BLOCK LETTERS in ENGLISH and in accordance with the instructions contained in the Prospectus and the Application Form. Incomplete Application Forms are liable to be rejected. Applicants should note that the Members of the Syndicate, or the Trading Members, as appropriate, will not be liable for errors in data entry due to incomplete or illegible Application Forms. b) Applications are required to be for a min ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... S and an acknowledgement as proof of having accepted the Application Form; m) In case of any revision of Application in connection with any of the fields which are not allowed to be modified on the electronic application platform of the Stock Exchanges as per the procedures and requirements prescribed by each relevant Stock Exchange, the Applicants should ensure that they have first withdrawn their original Application and submit a fresh Application. For instance, as per the notice no. 20120831-22 dated August 31, 2012 issued by the stock exchange(s), fields namely, quantity, series, application no., sub-category codes will not be allowed for modification during the Issue. In such a case the date of the fresh Application will be considered for date priority for allotment purposes; n) In case of an HUF applying through its Karta, the Applicant is required to specify the name of an Applicant in the Application Form as XYZ Hindu Undivided Family applying through PQR , where PQR is the name of the Karta; o) Applicants (other than ASBA Applicants) are requested to write their names and Application Form number on the reverse of the instruments by which the payments are made; ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ions under power of attorney or by limited companies, corporate, trust etc., relevant documents are not submitted i) Applications accompanied by Stock invest/ money order/postal order/cash; j) Signature of sole Applicant missing, or, in case of joint Applicants, the Application Forms not being signed by the first Applicant (as per the order appearing in the records of the Depository); k) In case of Applicants applying for the Bonds in physical form, if the address of the Applicant is not provided in the Application Form; l) Copy of KYC documents not provided in case of option to hold Bonds in physical form; m) In case no corresponding record is available with the Depositories that matches three parameters namely, DP ID, Client ID and PAN or if PAN is not available in the Depository database; n) With respect to ASBA Applications, inadequate funds in the ASBA Account to enable the SCSB to block the Application Amount specified in the ASBA Application Form at the time of blocking such Application Amount in the ASBA Account or no confirmation is received from the SCSB for blocking of funds; o) Applications by persons prohibited from buying, selling or dealing in sh ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... % of the Issue Size Size in Amount [●] lakh [●] lakh [●] lakh [●] lakh Determined on the basis of date of upload of the Applications on the electronic Application platform of the relevant stock exchanges. (b) Under subscription: If there is any under subscription in any Category the spill over to shall be in the following order: i. Category IV; ii. Category III; iii. Category II; and iv. Category I. (c) For all Categories, all Applications uploaded on the same day on the online Application platform of the relevant stock exchanges would be treated at par with each other. (d) Allotments in case of oversubscription: In case of an oversubscription in any of the Categories, Allotments to the maximum extent, as possible, will be made on a first-come first-serve basis and thereafter on proportionate basis, i.e. full Allotment of Bonds to the Applicants on a first come first basis up to the date falling 1 (one) day prior to the date of ove ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... plications 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 requirements. INVESTOR WITHDRAWALS: Applicants are allowed to withdraw their Applications at any time [●]. TERMS OF THE ISSUE: 1) Minimum Subscription If the Company does not receive the minimum subscription of 75 % of the Base Issue, i.e. [●] prior to the Issue Closing Date, the entire subscription amount shall be unblocked within 8Working Days from the date of closure of the Issue. If there is delay in the unblockingof Application Amounts beyond the time prescribed above, the Company will pay interest for the delayed period at rate of 15% per annum for the delayed period. 2) Right to Recall or Redeem prior to Maturity: Please refer to page no. [●] of the Prospectus 3) Security The NCDs will be secured by [●] paripassu charge over the [●] assets of the Issuer as set out in the Debenture Trust Deed to the extent of at least 100% of the principal amounts outstanding and interest due thereon in respect of the NCDs until all amounts on the NCDs ar ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... g outstanding action, if any (200 - 300 word limit in total) D. Brief details of outstanding criminal proceedings against Promoters (200 - 300 word limit in total) MATERIAL DEVELOPMENTS To be provided as mentioned in the Prospectus(es) (Only Headings) DECLARATION We, the Directors of the Company, certify that all applicable legal requirements in connection with the Issue, including under the Companies Act, 2013 (to the extent in force) and the rules made thereunder, the Companies Act, 1956 (to the extent not repealed) and the rules made thereunder, the Securities and Exchange Board of India (Issue and Listing of Non-Convertible 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. W ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... addresses and contact person of the debenture trustee and credit rating agency for the issue, d. Date of the placement memorandum, type of placement memorandum. e. The nature, number, price and amount of securities offered and issue size (base issue or green shoe), as may be applicable; f. The aggregate amount proposed to be raised through all the stages of offers of non-convertible securities made through the shelf placement memorandum; g. The name, logo and address of the Registrar to the Issue, along with its telephone number, fax number, website address and e-mail address; h. The issue schedule - (i) date of opening of the issue; (ii) date of closing of the issue; (iii)date of earliest closing of the 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... issue) shall also be disclosed. 2.3.4 Name(s) of the stock exchange(s) where the non-convertible securities are proposed to be listed and the details of their in-principle approval for listing obtained from these stock exchange(s). If non-convertible securities are proposed to be listed on more than one stock exchange(s) then the issuer shall specify the designated stock exchange for the issue. The issuer shall specify the stock exchange where the recovery expense fund is being/has been created as specified by the Board. 2.3.5 The following details regarding the issue to be captured in a table format under Issue Schedule , as prescribed below: Particulars Date Issue Opening Date Issue Closing Date Pay In Date Deemed Date of Allotment 2.3.6 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 Co ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... with the requisite schedules, footnotes, summary etc. e. Key Operational and Financial Parameters on consolidated and standalone basis: iii. For Non-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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 F ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 Rati ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Cumulative Remarks No. of Equity Shares Equity Share Capital Equity Share Premium d. Details of any Acquisition of or Amalgamation with any entity in the last 1 year. e. Details of any Reorganization or Reconstruction in the last 1 year:- Type of Event Date of Announcement Date of Completion Details f. Details of the shareholding of the Company as at the latest quarter end, as per the format specified under the listing regulations:- g. List of top 10 holders of equity shares of the Company as at the latest quarter end:- S. No. Name of the sharehol ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... es- Series of NCS Tenor/ Period of Maturity Coupon Amount Date of Allotment Redemption Date/ Schedule Credit Rating Secured / unsecured Security d. List of top 10 holders of non-convertible securities in terms of value (in cumulative basis) S. No. Name of holders of Non-convertible Securities Amount % of total NCS outstanding e. Details of outstanding Commercial Paper as at the end of the last quarter in the following format:- S. No. ISIN of Commercial Paper Maturity Date Amount Outstanding f. Details of th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nd Type of loans 6. Details of borrowers Geographical location wise 7. Details of Gross NPA Segment wise 8. Details of Assets and Liabilities Residual maturity profile wise into several bucket 9. Additional details of loans made by, Housing Finance Company 10. Disclosure of latest ALM statements to stock exchange 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 i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ed to read the risk factors carefully before taking an investment decision in this issue. For taking an investment decision, investors must rely on their own examination of the issuer and the offer including the risks involved. The securities have not been recommended or approved by the any regulatory authority in India, including the Securities and Exchange Board of India (SEBI) nor does SEBI guarantee the accuracy or adequacy of this document. Specific attention of investors is invited to the statement of Risk factors given on page number .. under the section General Risks . ii) The Issuer, having made all reasonable inquiries, 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. ii ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e following clause on General Risk' shall be incorporated in a box format: Investment in non-convertible securities 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 placement memorandum. 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ent of funds in case the issuer is a NBFC and the objects of the issue entail loan to any entity who is a group company then disclosures shall be made in the following format: 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 Dat ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... bursement 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 is any change in Coupon Rate rate pursuant to any event including lapse of certain time period or downgrade in rating, then such new Coupon Rate and events which lead to such change should be disclosed. b. The list of documents which has been executed in connection with the issue and subscription of debt securities shall be annexed. c. While the debt securities are secured to the tune of 100% of the principal and interest amount or as per the terms of Placement Memorandum, in favou ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... CURITIES 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 issuer has made all the relevant disclosures about the security and also its continued obligations towards the holders of debt securities. (d) All disclosures made in the offer document with respect to the debt securities are true, fair and adequate to enable the investors to make a well informed decision as to the investment in the proposed issue. PLACE: DATE: DEBENTURE TRUSTEE TO THE ..... X X X X Extracts X X X X X X X X Extracts X X X X
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