TMI BlogDISCLOSURES FOR PRIVATE PLACMENT OF NON CONVERTIBLE SECURITIES (Omitted)X X X X Extracts X X X X X X X X Extracts X X X X ..... exchange issued by way of a private placement, shall make the disclosures specified in this Schedule. 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 substantiated by citing a proper source. 1.2 Simple English shall be used to enable easy understanding of the contents. Technical terms, if any, used in explaining the business of the issuer shall be clarified in simple terms. 1.3 There shall be no forward-looking statements that cannot 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 DISCLOSURES 2.1 The disclosures stipulated here are applicable for private placement 2.2 The front page of the placement memorandum shall contain the following information: a. Name of the issuer, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... orporated in a box format: The issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this placement memorandum 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 placement memorandum 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. 2.3.2 Details of Promoters of the Issuer Company:- A complete profile of all the promoters, including their name, date of birth, age, personal addresses, educational qualifications, experience in the business or employment, positions/posts held in the past, directorships held, other ventures of each promoter, special achievements, their business and financial activities, photograph, Permanent Accountant Number. A declaration confirming that the Permanent Account Number, Aadhaar Number, Driving License Number, Bank Account Number(s) and Passpor ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... hich shall not be more than six months old from the date of the placement memorandum or issue opening date, as applicable. However, if the issuer being a listed REIT/listed InvIT has been in existence for a period less than three completed years and historical financial statements of such REIT/InvIT are not available for some portion or the entire portion of the reporting period of three years and interim period, then the combined financial statements need to be disclosed for the periods when such historical financial statements are not available. b. Listed issuers (whose debt securities or specified securities are listed on recognised stock exchange(s)) in compliance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, may disclose unaudited financial information for the stub period in the format as prescribed therein with limited review report in the placement memorandum, as filed with the stock exchanges, instead of audited financial statements for stub period, subject to making necessary disclosures in this regard in placement memorandum including risk factors. c. Issuers other than unlisted REITs / unlist ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 operations Cash 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 Total revenue From operations Other income Total Expenses Total comprehensive income Profit / loss Other comprehensive income Profit / loss after tax ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Net NPA (%) Tier I Capital Adequacy Ratio (%) Tier II Capital Adequacy Ratio (%) f. Debt: Equity Ratio of the Issuer:- Before the issue After the issue 2.3.9 Details of any other contingent liabilities of the issuer based on the last audited financial statements including amount and nature of liability. 2.3.10 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 2.3.12 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 for last three years:- Name of the Auditor Address Date of Appointment Date of cessation, if applicable Date of Resignation, if applicable 2.3.13 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... standing borrowings taken/ debt securities issued for consideration other than cash. This information shall be disclosed whether such borrowing/ debt securities have been taken/ issued: (vii) in whole or part, (viii) at a premium or discount, or (ix) in pursuance of an option or not 2.3.15 Where the issuer is a Non-Banking Finance Company 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 NBFC Lending Policy Classification of Loans given to associate or entities related to Board, 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 Non performing assets (NPA) 3. Details of borrowing ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ent / 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. 2.3.22 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 offer document, by way of an illustration. 2.3.23 Disclosures pertaining to wilful defaulter a. The following disclosures shall be made if the issuer or its promoter or director is declared wilful defaulter: i. Name of the bank declaring as a wilful defaulter; ii. The year in which it was declared as a wilful defaulter; iii. Outstanding amount when declared as a wilful defaulter; iv. Name of the entity declared as a wilful defaulter; v. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... security of the issuer during last three years by any of the stock exchanges in India or abroad. f. Limited or sporadic trading of non-convertible securities of the issuer on the stock exchanges. g. In case of outstanding debt instruments or deposits or borrowings, any default in compliance with the material covenants such as creation of security as per terms agreed, default in payment of interest, default in redemption or repayment, non-creation of debenture redemption reserve, default in payment of penal interest wherever applicable. h. If secured, any risks in relation to maintenance of security cover or full recovery of the security in case of enforcement 2.3.26 The directors in case of a body corporate and such authorized persons in case the issuer is not a body corporate shall attest that - a) the issuer is in compliance with the provisions of Securities Contracts (Regulation) Act, 1956 and the Securities and Exchange Board of India Act, 1992, Companies Act and the rules and regulations made thereunder; b) the compliance with the Act and the rules does not imply that payment of dividend or interest or repayment of non-convertible securities, is guaranteed by ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nt 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; 2.3.29 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 fresh issue of shares for the purpose of redemption or both. Summary of terms the following terms to be included in the placement memorandum:- 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 Investor ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ation 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 All covenants of the issue (including side letters, accelerated payment clause, etc.) Description regarding Security (where applicable) including type of security (movable/immovable/tangible etc.), type of charge (pledge/ hypothecation/ m ..... X X X X Extracts X X X X X X X X Extracts X X X X
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