9911796707
TMI BlogDisclosures for public issue of Debt Securities and Non Convertible Redeemable Preference SharesX X X X Extracts X X X X X X X X Extracts X X X X ..... Consistency shall be ensured in the style of disclosures. If first person is used, the same may be used throughout. Sentences that contain a combination of first and third persons may be avoided. 1.5. For currency of presentation, only one standard financial unit shall be used. 2. Interpretation: 2.1. In the case of public issuance of non-convertible securities, all references to "non-convertible securities" in this Schedule shall refer to debt securities and nonconvertible redeemable preference shares. 2.2. In the case of public issuance of non-convertible securities, all references to "issue document" shall mean the offer document. 2.3. In the case of a private placement of non-convertible securities, all references to "issue document" shall mean the placement memorandum or the general information document, as the case may be. 3. Disclosures 3.1. The disclosures stipulated herein are applicable to public issuance and private placement of non-convertible securities, unless specified otherwise. 3.2. The front page of the issue document shall contain the following information: (a) Name of the issuer, its logo (if any), corporate identity number, permanent account nu ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... on the Electronic Book Provider Platform (applicable in case of private placement). 3.3. Following disclosure shall be contained in the other pages of the issue document: 3.3.1. 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 issue document contains all information with regard to the issuer and the issue which is material in the context of the issue, that the information contained in the issue document is true and correct in all material aspects and is not misleading, that the opinions and intentions expressed herein are honestly stated 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." 3.3.2. Details of Promoters of the Issuer: (a) A complete profile of all the promoters, including their name, date of birth, age, 5[****] educational qualifications, experience in the business or employment, positions/posts held in the past, directorships held, other ventures of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... orm of a static Quick Response (QR) code and web link. If the issuer provides the details of branches or units in the form of a static QR code and web link, the details of the said branches or units shall be provided to the debenture trustee as well and kept available for inspection as specified in clause (g) of paragraph 3.3.41 of this Schedule. A checklist item in the 'Security and Covenant Monitoring System' shall also be included for providing information about branches or units of the issuer to the debenture trustee and confirmation of the same by the debenture trustee.] 9[(e) Use of proceeds (in the order of priority for which the said proceeds will be utilized): (i) purpose of the placement; (ii) break-up of the cost of the project for which the money is being raised; (iii) means of financing for the project; (iv) proposed deployment status of the proceeds at each stage of the project.] 3.3.9. Expenses of the Issue: Expenses of the issue along with a break up for each item of expense, including details of the fees payable to separately as under (in terms of amount, as a percentage of total issue expenses and as a percentage of total issue size), as applicable: (a) Le ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... curities or specified securities are listed on recognised stock exchange(s)) in compliance with the listing regulations, may disclose unaudited financial information for the interim period in the format as specified therein with limited review report in the issue document, as filed with the stock exchanges, instead of audited financial statements for the interim period, subject to making necessary disclosures in this regard in issue document including risk factors. (c) Issuers other than REITs/ InvITs desirous of issuing debt securities on private placement basis and who are in existence for less than three years may disclose financial statements mentioned at (a) above for such period of existence, subject to the following conditions: (i) The issue is made on the Electronic Book Platform of the stock exchange, irrespective of the issue size; and (ii) In case of issue of securities on a private placement basis, the issue is open for subscription only to qualified institutional buyers. (d) report along with the requisite schedules, footnotes, summary etc. (e) Key operational and financial parameters on consolidated and standalone basis 10[in respect of the financial informa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... valents Cash and cash equivalents at end of the period Additional information Net worth Cash and Cash Equivalents Current Investments Net Sales Earnings before interest, taxes, depreciation, and amortization Earnings before interest and taxes Dividend amounts Debt equity ratio Debt service coverage ratio Interest service coverage ratio Current ratio Long term debt to working capital Current liability ratio - current liabilities/ non-current liabilities Total debts to total assets For Financial Sector Entities: Standalone basis: For financial sector entities, unless otherwise specified by concerned sectoral regulator, key operational parameters shall be as per the format specified below: Particulars BALANCE SHEET Assets Property, Plant and Equipment Financial Assets Non-financial Assets excluding property , plant and equipment Total Assets Liabilities Financial Liabilities -Derivative financial instruments -Trade Payables -Debt Securities -Borrowings (other than Debt Securities) -Subordinated liabilities -Other financial liabilities Non-Financial Liabilities -Current tax liabilities (net) -Provisions -Deferre ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... l Debts to Total Assets Interest Income Interest Expense Impairment on Financial Instruments Bad Debts to Loans (f) Details of any other contingent liabilities of the issuer, based on the latest audited financial statements including amount and nature of liability. (g) The amount of corporate guarantee or letter of comfort issued by the issuer along with details of the counterparty (viz. name and nature of the counterparty, whether a subsidiary, joint venture entity, group company etc.) on behalf of whom it has been issued. 3.3.11. A brief history of the issuer since its incorporation giving details of its following activities: (a) Details of Share Capital as at last quarter end: Share Capital Amount Authorized Share Capital Issued, Subscribed and Paid-up Share Capital (b) Changes in its capital structure as at last quarter end, for the preceding three financial years and current financial year: Date of Change (Annual General Meeting/ Extraordinary General Meeting) Particulars (c) Details of the equity share capital for the preceding three financial years and current financial year: Date of Allotment Number of Equity Shares Face Value Issue Price ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ecome, 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. (d) Contribution being made by the directors as part of the offer or separately in furtherance of such objects. 3.3.13. Any financial or other material interest of the directors, promoters, key managerial personnel or senior management in the offer and the effect of such interest in so far as it is different from the interests of other persons. 3.3.14. Following details regarding the auditors of the issuer: (a) Details of the auditor of the Issuer: Name of the Auditor Address Date of Appointment (b) Details of change in auditor for preceding three financial years and current financial year: Name of the Auditor Address Date of Appointment Date of cessation, if applicable Date of Resignation, if applicable 3.3.15. Details of the following liabilities of the issuer, as at the end of the preceding quarter, or if available, a later date: (a) Details of outstanding secured loan facilities: Name of lender Type of Facility Amount Sanctioned Principal Amount outstan ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ve been taken/ issued: * in whole or part, * at a premium or discount, or * in pursuance of an option or not. 3.3.17. Where the issuer is a Non-Banking Finance Company (NBFC) or Housing Finance Company, the following disclosures on Asset Liability Management (ALM) shall be provided for the latest audited financials: S. No. Particulars of disclosure Details 1. Details with regard to lending done out of the issue proceeds of earlier issuances of debt securities (whether public issue or private placement) by the issuer Lending Policy Classification of Loans given to associate or entities related to Board, Key Managerial Personnel and Senior Management, promoters, etc. Classification of loans into several maturity profile denomination, Aggregated exposure to top 20 borrowers Details of loans, overdue and classified as Nonperforming assets (NPA) 2. Details of borrowings granted by issuer Portfolio Summary of borrowings made by issuer Quantum and percentage of Secured vs. Unsecured borrowings 3. Details of change in shareholding Any change in promoters' shareholding in the issuer during preceding financial year beyond the threshold prescribed by Reserve Bank of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ecurities provided. 3.3.26. The issue document shall not include a statement purporting to be made by an expert unless the expert is a person who is not, and has not been, engaged or interested in the formation or promotion or management, of the company and has given his written consent to the issue of the issue document and has not withdrawn such consent before the delivery of a copy of the issue document to the Registrar (as applicable) for registration and a statement to that effect shall be included in the issue document. 3.3.27. In case the issuer is a Non-Banking Finance Company (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: S. No. Name of the Borrower (A) Amount of Advances /exposures to such borrower (Group) (Rs. Crore) (B) Percentage of Exposure (C)= B/Total Assets Under Management 3.3.28. In order to allow investors to better assess the issue, the following additional disclosures shall be made by the issuer in the issue documents: (i) A portfolio summary with regards to industries/ sectors to which borrowings have been granted by NBFCs. (ii) Quantum and percentage o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... reliance on any other source of information would be doing so at their own risk. (c) Disclaimer in respect of jurisdiction: A brief paragraph mentioning the jurisdiction under which provisions of law and the rules and regulations are applicable to the issue document. (d) Disclaimer clause of the stock exchanges and Credit Rating Agencies. (e) Disclaimer clause of the Reserve Bank of India, the Insurance Regulatory and Development Authority of India or of any other relevant regulatory authority. 3.3.31. Consent of directors, auditors, bankers to issue, 14[****] solicitors or advocates to the issue, legal advisors to the issue, lead managers to the issue, Registrar to the Issue, and lenders (if required, as per the terms of the agreement) and experts. 15[3.3.32. The names of the debenture trustees(s), a statement to the effect that the debenture trustee has consented to its appointment along with a copy of the agreement executed by the debenture trustee with the issuer in accordance with regulation 13 of the Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993 made accessible through a web-link or a static quick response code displayed in the issue ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e this document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. (c) The issuer has no side letter with any debt securities holder except the one(s) disclosed in the issue document. Any covenants later added shall be disclosed on the stock exchange website where the debt is listed. 3.3.36. Risk factors: (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: (i) Risks in relation to the non-convertible securities. (ii) Risks in relation to the security created in relation to the debt securities, if any. (iii) Refusal of listing of any security of the issuer during preceding three financial years and current financial year by any of the stock exchanges in India or abroad. (iv) Limited or sporadic trading of non-convertible securities of the issuer on the stock exchanges. (v) In case of outstanding debt instruments or deposits or borrowings, any default in compliance with the material co ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rtible securities is risky, 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 issue document. 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." 12[(f) The contents of the document have been perused by the Board of Directors, and the final and ultimate responsibility of the contents mentioned herein shall also lie with the Board of Directors. The following shall be the authorised persons in case the issuer is a body corporate: i. executive Chairperson and compliance officer; or ii. Managing Director or Chief Executive Officer and compliance officer; or iii. Chief Financial Officer and compliance o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... hat purchase, or anything to be done in consequence thereof, or in connection therewith, the company shall become entitled to an interest in either the capital or profits and losses or both, in such business exceeding fifty per cent. thereof, a report made by a chartered accountant (who shall be named in the issue document) upon - A. the profits or losses of the business for each of the three financial years immediately preceding the date of the issue of the issue document; and B. the assets and liabilities of the business as on the latest date to which the accounts of the business were made up, being a date not more than one hundred and twenty days before the date of the issue of the issue document. (b) In purchase or acquisition of any immoveable property including indirect acquisition of immoveable property for which advances have been paid to third parties, disclosures regarding: (i) the names, addresses, descriptions and occupations of the vendors; (ii) the amount paid or payable in cash, to the vendor and where there is more than one vendor, or the company is a sub-purchaser, the amount so paid or payable to each vendor, specifying separately the amount, if any, pai ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the issue document; and B. the assets and liabilities of the other body corporate as on the latest date to which its accounts were made up. (d) 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 paragraph (c) (ii) above. (e) The broad lending and borrowing policy including summary of the key terms and conditions of the term loans such as re-scheduling, prepayment, penalty, default; and where such lending or borrowing is between the issuer and its subsidiaries or associates, matters relating to terms and conditions of the term loans including re-scheduling, prepayment, penalty, default shall be di ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... oversubscription (Amount) Objects of the Issue / Purpose for which there is requirement of funds In case the issuer is an NBFC and the objects of the issue entail loan to any entity who is a 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 Date Redemption Amount Redemption Premium /Discount Issue Price Discount at which security is issued and the effective yield as a result of such discount. Premium/Discount at which security is redeemed and the effective yield as a result of such premium/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 e ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... NOTES:- 1. Substituted vide Notification No. SEBI/LAD-NRO/GN/2022/77 dated 11-04-2022 before it was read as, "2.2.3 Details of credit rating along with reference to the rating letter issued (not older than one month on the date of opening of the issue) by the rating agencies in relation to the issue. The detailed press release of the CRA along with rating rationale adopted (not older than one year on the date of opening of the issue)." 2. Substituted vide Notification No. SEBI/LAD-NRO/GN/2022/77 dated 11-04-2022 before it was read as, "CREDIT RATING Name of Credit Rating Agency(ies) and the rating(s) obtained along with the date(s) of the rating letter and date(s) of letters of revalidation of the prescribed rating(s), if any along with the relevant disclosures." 3. Substituted vide Notification No. SEBI/LAD-NRO/GN/2023/135 dated 03-07-2023 before it was read as, "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- convertibl ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ll the stages of offers of debt securities and nonconvertible redeemable preference shares made through the shelf prospectus; h. The name, logo and address of the Registrar to the Issue, along with its telephone number, fax number, website address and e-mail address; i. 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. 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. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ard. 2.2.5 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 2.2.6 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 consoli ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Flow Net cash generated from operating activities Net cash used in / generated from investing activities 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 Net Sales 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 ii. For 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 Current tax liabilities (net) Other current liabilities Equity (equity and other equity) Total equity and liabilities Profit and Loss To ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... xchange 2.2.10 The amount of corporate guarantee issued by the Issuer along with details of the counterparty (viz. name and nature of the counterparty - - subsidiary, Joint Venture entity, group company etc) on behalf of whom it has been issued. 2.2.11 Details of any other contingent liabilities of 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 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 Re ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ion and DIN Date of Appointment Date of Cessation, if applicable Date of resignation, if applicable Remarks 2.2.14 Following details regarding the auditors of the Issuer:- a. Details of the auditor of the Issuer:- Name of the Auditor Address Auditor since b. Details of change in auditor since last three years:- Name of the Auditor Address Date of Appointment Date of cessation, if applicable Date of Resignation, if applicable 2.2.15 Details of the following liabilities of the issuer, as at the end of the last quarter or if available, a later date:- a. Details of Outstanding Secured Loan Facilities :- Name of lender Type of Facility Amount Sanctioned Principal Amount outstanding Repayment Date / Schedule Security b. Details of Outstanding Unsecured Loan Facilities:- Name of lender Type of Facility Amount Sanctioned Principal Amount Outstanding Repayment Date / Schedule c. Details of Outstanding Non-Convertible Securities- 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... latory proceedings against the Issuer/promoters, litigations resulting in material liabilities, corporate restructuring event etc) at the time of issue which may affect the issue or the investor's decision to invest / continue to invest in the debt securities. 2.2.24 The names of the debenture trustee(s) shall be mentioned with statement to the effect that debenture trustee(s) has given its consent for appointment along with the copy of the consent letter from the debenture trustee. 2.2.25 Consent of directors, auditors, bankers 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... mmary with regards to industries/ sectors to which borrowings have been made by NBFCs. * Quantum and percentage of secured vis-à-vis unsecured borrowings made by NBFCs. * Any change in promoter's holdings in NBFCs during the last financial year beyond a particular threshold. At present, Reserve Bank of India has prescribed 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 remain ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ific attention of investors is invited to the statement of 'Risk factors' given on page number ….. under the section 'General Risks'." "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." "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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tters shall be incorporated in the offer document by the issuer. l. The issuer shall make a declaration about the compliance and a statement to the effect that nothing in the prospectus is contrary to the provisions of Companies Act, 2013 (18 of 2013), the Securities Contracts (Regulation) 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... on therewith, that body corporate shall become a subsidiary of the company, a report shall be made by a Chartered Accountant (who shall be named in the prospectus) upon - (A) the profits or losses of the other body corporate for each of the three financial years 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-scheduli ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... a body corporate and such authorized persons in case the issuer is not a body corporate shall attest that - (i) the issuer is in compliance with the provisions of Securities Contracts (Regulation) Act, 1956 (42 of 1956) and 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... cluding type of security (movable/immovable/tangible etc.), type of charge (pledge/ hypothecation/ mortgage etc.), date of creation of security/ likely date of creation of security, minimum security cover, revaluation, replacement of security, interest to the debenture holder over and above the coupon rate as specified in the Trust Deed and disclosed in the Offer Document/ Information Memorandum. Transaction Documents Conditions Precedent to Disbursement Condition Subsequent to Disbursement 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 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... responsibility for and confirms that the Prospectus does contain and will contain all information with regard to the Issuer and the Issue, which is material in the context of the Issue; that the information contained in the Prospectus will be true and correct in all material respects and is not misleading in any material respect; that the opinions and intentions expressed herein are honestly held and that there are no other material facts, the omission of which makes the Prospectus as a whole or any such information or the expression of any such opinions or intentions misleading in any material respect at the time of the relevant Issue. 2[CREDIT RATING Name of Credit Rating Agency(ies) and the rating(s) obtained along with the date(s) of the press release of the Credit Rating Agency.] LISTING Please mention the stock exchange on which the instrument is proposed to be listed and detail thereof PROMOTER Brief profile of promoter(s) not exceeding 500 words DIRECTORS Sr. No Name Designation (Independent / Whole time / Executive / Nominee) Experience 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. For further details, please refer to page no.[●] of the Prospectus. BUSINESS ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... PIs, 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 minimum of such Bonds as specified in the Prospectus. c) Thumb impressions and signatures other than in the languages specified in the Eighth Schedule in the Constitution of India must be attested by a Magistrate or a Notary Public or a Special Executive Mag ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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; p) All Applicants need to tick the Series of Bonds in the Application Form that they wish to apply for. q) ASBA Applicants need to give the correct details of their ASBA Account including bank account number/ bank name and branch r) ASBA Applicants should ensure that their Applica ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... licant (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 shares, directly or indirectly, by SEBI or any other regulatory authority; p) Applications not uploaded on the terminals of the stock exchange(s); q) Applications uploaded after the expiry of the allocated time on the Issue Closing Date, unless extended by the stock exchange(s), as applicable; r) Application Forms not delivered by ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... cations 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 oversubscription and proportionate allotment of Bonds to the Applicants on the date of oversubscription (based on the date of upload of each Application on the online Application platform of the relevant stock exchanges, in each Portion). The method of proportionate allotment is as described below: i. Allotments to the applicants shall be made in proportion to their respective Application size, rounded off to the nearest integer, ii. If the process of rounding off to the nearest integer results in the actual allocation of Bonds being higher than the Issue size, not all applicants will be allotted the number of Bonds arrived at after such rounding off. Rather, each Applicant whose A ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 are repaid in full pursuant to the terms of the Debenture Trust Deed. For details please refer to page no. [●] of the Prospectus. DEBT TO EQUITY RATIO The Debt-Equity ratio of the Company as of [●]: Description Standalone Consolidated Pre Issue Post Issue Pre Issue Post Issue Debt Total Debt Debt Equity Ratio (No of Times) LEGAL AND OTHER INFORMATION A. Total number of material outstanding litigations against the company and amount involved B. Brief details of top 5 material outstanding litigations against the company and amount involved Sr. No. Particulars Litigation filed by Current Status Amount Involved C. Regulatory Action, if any - disciplinary action taken by SEBI or stock exchanges ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e) Project cost and means of financing, in case of funding of new projects." 10. Inserted vide Notification No. SEBI/LAD-NRO/GN/2024/205 dated 17-09-2024 11. Substituted vide Notification No. SEBI/LAD-NRO/GN/2024/205 dated 17-09-2024 before it was read as, "The directors in case of a body corporate and such authorized persons in case the issuer is not a body corporate shall attest that" 12. Inserted vide Notification No. SEBI/LAD-NRO/GN/2024/205 dated 17-09-2024 13. Substituted vide Notification No. SEBI/LAD-NRO/GN/2024/205 dated 17-09-2024 before it was read as, "Provided that if the number of vendors is more than five, then the disclosures as required above shall be on an aggregated basis, specifying the immoveable property being acquired on a contiguous basis with mention of the location/total area and the number of vendors from whom it is being acquired and the aggregate value being paid. Details of minimum amount, the maximum amount and the average amount paid/ payable should also be disclosed for each immovable property." 14. Omitted vide Notification No. SEBI/LAD-NRO/GN/2024/217 dated 11-12-2024 before it was read as, &qu ..... 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