TMI BlogDISCLOSURES FOR PUBLIC ISSSUE 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 ..... not be substantiated. 1.4. 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 (i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... compliance clause in relation to electronic book mechanism and details pertaining to the uploading the issue document 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, personal addresses, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... uer The following details pertaining to the issuer: (a) Overview and a brief summary of the business activities of the issuer; (b) Structure of the group; (c) A brief summary of the business activities of the subsidiaries of the issuer; (d) Details of branches or units where the issuer carries on its business activities, if any; (e) Project cost and means of financing, in case of funding of new projects. 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) Lead manager(s) fees, (b) Underwriting commission, (c) Brokerage, selling commission and upload fees, (d) Fees payable to the registrars to the issue, (e) Fees payable to the legal Advisors, (f) Advertising and marketing expenses, (g) Fees payable to the regulators including stock exchanges, (h) Expenses incurred on printing and distribution of issue stationary, (i) Any other fees, commission or payments under whatever nomenclature. 3.3.10. Financial ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... roperty) Intangible Assets (including Intangible Assets under Development) Financial Assets (Current and Non-Current) Other Non-Current assets Current assets Total Assets Financial Liabilities (Current and Non-Current) Borrowings (including interest) Other Financial Liabilities Non-Current Liabilities Current Liabilities Provisi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s: Balance Sheet Property, Plant and Equipment (including Capital Work in Progress and Investment Property) Intangible Assets (including Intangible Assets under Development) Financial Assets (Current and Non-Current) Other Non-Current assets Current assets Total Assets Financial Liabilities (Current and Non-Current) - Borrowings (including interest) - Other Financial Liabilities Non-Current Liabilities ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Opening Balance of Cash and Cash Equivalents 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... -Debt Securities -Borrowings (other than Debt Securities) -Subordinated liabilities -Other financial liabilities Non-Financial Liabilities -Current tax liabilities (net) -Provisions -Deferred tax liabilities (net) -Other non-financial liabilities Equity (Equity Share Capital ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Net increase/decrease(-) in cash and cash equivalents Cash and cash equivalents as per Cash Flow Statement as at end of Half Year Additional Information Net worth Cash and cash equivalents Loans Loans (Principal Amount) Total Debts to Total Assets Interest Income ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ecurities -Borrowings (other than Debt Securities) -Deposits -Subordinated liabilities -Lease liabilities -Other financial liabilities Non-Financial Liabilities -Current tax liabilities (net) -Provisions -Deferred tax liabilities (net) -Other non-financial liabilities ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ed in(-) operating activities Net cash from / used in(-) investing activities Net cash from / used in (-)financing activities Net increase/decrease(-) in cash and cash equivalents Cash and cash equivalents as per Cash Flow Statement as at end of Half Year Additional Information Net worth Cash and cash equivalents Loans ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... quity Share Premium (d) Details of any acquisition of or amalgamation with any entity in the preceding one year. (e) Details of any reorganization or reconstruction in the preceding one 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 ten holders of equity shares of the company as at the latest quarter end: S. No. Name of the Shareholders Total number of Equity Shares Number of shares in demat form Total shareholding as % of total number of equity shares 3.3.12. Follow ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 outstanding ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... vertible securities in terms of value (on a cumulative basis): S. No. Name of holders Category of holder Face value of holding Holding as a % of total outstanding nonconvertible securities of the issuer (f) List of top ten holders of Commercial Paper in terms of value (in cumulative basis): Sl. No. Name of holder Category of holder Face value of holding Holding as a % of total commercial paper outstanding of the issuer (g) Details of the bank fund based facilities/ rest of the borrowing (if any, including hybrid debt like Foreign Currency Convertible Bonds (FCCB), Optionally Convertible Debentures/ Preference Shares) from financial institutions or financial creditors: Name of Party (in case of facility)/ Name of Instrument Type of facility / ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 4. Disclosure of Assets under-management Segment wise break up and type of loans 5. Details of borrowers Geographical location wise 6. Details of Gross NPA Segment wise 7. Details of Assets and Liabilities Residual maturity profile wise into several bucket 8. Additional details of loans made by issuer where it is a Housing Finance Company 9. Disclosure of latest ALM statements to stock exchange 3.3.18. Details of all default/s and/or delay in payments of interest and principal of any kind of term loans, debt securities, commercial paper (including technical delay) and other financial indebtedness including corporate guarantee or letters of comfort issued by the company, in the preceding three years and the current financial year. 3.3.19. Any material event/ development or change having implications on the financials/credit quality (e.g. any materi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... wer (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 of secured vis- -vis unsecured borrowings granted by NBFCs. (iii) Any change in promoters holdings in NBFCs during the preceding financial year beyond the threshold specified by the Reserve Bank of India from time to time. 3.3.29. Declaration in case of public issue with regards to the following: (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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... gistrar to the Issue, and lenders (if required, as per the terms of the agreement) and experts. 3.3.32. The names of the debenture trustee(s) shall be mentioned with a 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. 3.3.33. If the security is backed by a guarantee or letter of comfort or any other document of a similar nature, a copy of the same shall be disclosed. In case such document does not contain the 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 issue document. 3.3.34. 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 non-convertible securities 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 non-convertible securities shall be mentioned in the issue document, by way of an illustration. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... interest, default in redemption or repayment, non-creation of debenture redemption reserve, default in payment of penal interest wherever applicable. (vi) If secured, any risks in relation to maintenance of security cover or full recovery of the security in case of enforcement (vii) A risk factor to state that while the debenture is secured against a charge to the tune of 100% of the principal and interest amount in favour of debenture trustee, and it is the duty of the debenture trustee to monitor that the security is maintained, however, the possibility of recovery of 100% of the amount shall depend on the market scenario prevalent at the time of enforcement of the security. (viii) All covenants including the accelerated payment covenants given by way of side letters shall be incorporated in the issue document by the issuer. (c) The issuer shall make a declaration about the compliance and a statement to the effect that nothing in the issue document is contrary to the provisions of Companies Act, 2013 (18 of 2013), the Securities Contracts (Regulation) Act, 1956 (42 of 1956) and the Securities and Exchange Board of India Act, 1992 (15 of 1992) and the rules and regulat ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... oceeds of a fresh issue of shares made, if any, by the company for the purposes of the redemption. 3.3.39. Other details: (a) Creation of Debenture Redemption Reserve (DRR) / Capital Redemption Reserve (CRR) - relevant legislations and applicability (b) Issue/instrument specific regulations - relevant details (Companies Act, 2013 (18 of 2013), guidelines issued by the Reserve Bank of India, etc.) (c) Default in payment (d) Delay in listing (e) Delay in allotment of securities (f) Issue details (g) Application process (h) Disclosure required under form PAS-4 under Companies (Prospectus and Allotment of Securities), Rules, 2014 but not contained in this schedule, if any. (i) Project details: gestation period of the project; extent of progress made in the project; deadlines for completion of the project; the summary of the project appraisal report (if any), schedule of implementation of the project; 3.3.40. Other Details in case of non-convertible redeemable preference shares issue: (a) Nature of the instrument: whether cumulative or non-cumulative and complete details thereof; (b) Terms of Redemption: Out of distributable profits or out of fre ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... osures 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. (c) If: (i) the proceeds, or any part of the proceeds, of the issue of the debt securities/non-convertible redeemable preference shares are or are to be applied directly or indirectly and in any manner resulting in the acquisition by the company of shares in any other body corporate; and (ii) by reason of that acquisition or anything to be done in consequence thereof or in connection 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 issue document) upon A. the profits or losses of the other body corporate for each of the three financial years immediately preceding the issue of the issue document; and B. the assets and liabilities of the other body corporate as on the lates ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s of: any inquiry, inspections or investigations initiated or conducted under the securities laws or Companies Act, 2013 (18 of 2013) or any previous companies law; prosecutions filed, if any (whether pending or not); and fines imposed or offences compounded, in the three years immediately preceding the year of issue of issue document in the case of the issuer being a company and all of its subsidiaries. (k) The details of acts of material frauds committed against the issuer in the preceding three financial years and current financial year, if any, and actions taken by the issuer. Summary of terms Terms to be included in the issue document: Security Name (Name of the non-convertible securities which includes (Coupon/dividend, Issuer Name and maturity year) e.g. 8.70% XXX 2015. Issuer Type of Instrument Nature of Instrument (Secured or Unsecured) Seniority (Senior or Subordinated) Eligible Inv ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 Deemed Date of Allotment Settlement mode of the Instrument Depository Disclosure of Interest/Dividend / redemption dates Record Date ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he object of the issue . Further, the amount earmarked General Corporate Purposes , shall not exceed twenty-five per cent. of the amount raised by the issuer in the proposed issue ( applicable in case of public issue ). ] ************* 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 DISCLOSU ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Companies Act, 2013 (18 of 2013); e. Date of the offer document, type of Offer Document ( Shelf Prospectus or Prospectus ) f. The nature, number, price and amount of securities offered and issue size (base issue and green shoe option), as may be applicable; g. The aggregate amount proposed to be raised through all 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 redeema ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... om these stock exchange(s). If debt securities or non- convertible redeemable preference shares 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, where applicable, is being/has been created as specified by the Board. 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 Total liabilities Equity (equity and other equity) Total equity and liabilities Profit and Loss ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tio 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) ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 Ratios Interest Income Interest Expense Interest service coverage ratio Pro ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 2.2.10 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ls of directors remuneration, and such particulars of the nature and extent of their interests in the issuer. (during the current year and last three financial years) (i) Remuneration payable or paid to a director by the subsidiary or associate company; shareholding of the director in the company including any stock options; shareholding in subsidiaries and associate companies; (ii) appointment of any relatives to an office or place of profit; (iii) the full particulars of the nature and extent of interest, if any, of every director: (a) in the promotion of the issuer company; or (b) in any immoveable property acquired by the issuer company in the two years preceding 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 c ..... 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 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... curities provided. 2.2.23 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 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rrower (Group)(Rs. Crore) (B) Percentage of xposure (C)= B/Total AUM a. In order to allow investors to better assess the NBFC issue, the following additional disclosures shall be made by NBFCs in their offer documents: - A portfolio summary with regards to industries/ sectors to which borrowings have been made by NBFCs. Quantum and percentage of secured vis- -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 in ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t 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 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 . 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 0% of the principal and interest amount in favour of debenture trustee, and it is the duty of the debenture trustee to monitor that the security is maintained, however, the possibility of recovery of 100% of the amount shall depend on the market scenario prevalent at the time of enforcement of the security. k. All covenants including the accelerated payment covenants given by way of side letters 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 o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... pect of the transaction. (2)(a) If - (i) the proceeds, or any part of the proceeds, of the issue of the debt securities/non-convertible redeemable preference shares are or are to be applied directly or indirectly and in any manner resulting in the acquisition by the company of shares in any other body corporate; and (ii) by reason of that acquisition or anything to be done in consequence thereof or in connection 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 hold ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of company and all of its subsidiaries; and if there were any prosecutions filed (whether pending or not); fines imposed or compounding of offences done in the last three years immediately preceding the year of the prospectus for the company and all of its subsidiaries. (9) The details of acts of material frauds committed against the company in the last three years, if any, and if so, the action taken by the company. (10) The directors in case of 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 att ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... (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. Put Date Put Price Call Date Call Price Put Notification Time ( Timelines by whi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... sue 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 shall be annexed. c. While debt securities are secured to the tune of 100% of the principal and interest amount or such higher amount as per the terms of offer document in favour of Debenture Trustee, it is the duty of the Debenture Trustee 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 ENSUR ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... For detailed financial results of our Company, please refer to page no. [●]of the Prospectus. CONTACT DETAILS: Name Address Tel: Facsimile: E-mail: Investor Grievance E-mail: Website Contact Person Registration No LEAD MANAGERS ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... raised and allotted in the Issue b) For General Corporate Purposes- [●]% of the amount raised and allotted in the Issue ISSUE PROCEDURE: 1) Applications Cannot be made by: The following categories of persons, and entities, shall not be eligible to participate in the Issue and any Applications from such persons and entities are liable to be rejected: a) Minors without a guardian name (A guardian may apply on behalf of a minor. However, Applications by minors must be made through Application Forms that contain the names of both the minor Applicant and the guardian; It is further clarified 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 [ ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... without the PAN is liable to be rejected, irrespective of the amount of transaction. j) All Applicants should check if they are eligible to apply as per the terms of the Shelf Tranche with Prospectus and applicable laws k) The Applicants should ensure that the Application Forms are submitted at the Collection Centres provided in the Application Forms, bearing the stamp of a Members of the Syndicate or Trading Member of the stock exchange(s), as the case may be, for Applications other than ASBA Applications/Direct Online Applications. l) The Applicants should ensure that they have been given a TRS 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, s ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... paid, if such Application monies exceed the minimum Application size as prescribed hereunder. b) In case of partnership firms, the Application Forms submitted in the name of individual partners and/or accompanied by the individual s PAN rather than the PAN of the partnership firm; c) Applications by persons not competent to contract under the Indian Contract Act, 1872 d) GIR number furnished instead of PAN e) Applications by OCBs f) Applications for an amount below the minimum Application size; g) Applications of more than five ASBA Forms per ASBA Account; h) In case of Applications 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... or ASBA Applications) where clear funds are not available in Escrow Accounts as per final certificates from Escrow Collection Banks; ab) In case of ASBA Applicants, payment of Application Amount in any mode other than through blocking of Application Amount in the ASBA Accounts shall not be accepted under the ASBA process; BASIS OF ALLOTMENT 1) Reservations shall be made for each of the Categories in the below mentioned format: Particulars Category I Category II Category III Category IV % 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 I ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e with the aforementioned provisions of the Prospectus. Any other queries/issues in connection with the Applications will be appropriately dealt with and decided upon by the Company in consultation with the Lead Managers. The Company shall allocate and allot [●] (depending upon the category of applicants) to all valid applications, wherein the Applicants have not indicated their choice of the relevant Bond Series. The Company has the discretion to close the Issue early irrespective of whether any of the Portion(s) are fully subscribed or not. The Company shall allot Bonds with respect to the Applications 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Current Status Amount Involved C. Regulatory Action, if any - disciplinary action taken by SEBI or stock exchanges against the Promoters / Group companies in last 5 financial years including 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 Securitie ..... X X X X Extracts X X X X X X X X Extracts X X X X
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