TMI BlogSecurities and Exchange Board of India (Issue and Listing of Non- Convertible Securities) (Second Amendment) Regulations, 2023X X X X Extracts X X X X X X X X Extracts X X X X ..... tions, 2021, (1) in regulation 2, (a) in sub-regulation (1), (i) after clause (s) and before clause (t), the following clause (sa) shall be inserted, namely (sa) key managerial personnel means key managerial personnel as defined in sub-section (51) of section 2 of the Companies Act, 2013 (18 of 2013); ; (ii) in clause (bb), the words and symbol including a shelf placement memorandum, shall be omitted; (iii) after clause (ii) and before clause (jj), the following clause (iia) shall be inserted, namely (iia) senior management shall mean the officers and personnel of the issuer who are members of its core management team, excluding the Board of Directors, and shall also comprise all the members of the management one level below the Chief Executive Officer or Managing Director or Whole Time Director or Manager (including Chief Executive Officer and Manager, in case they are not part of the Board of Directors) and shall specifically include the functional heads, by whatever name called and the Company Secretary and the Chief Financial Officer; ; (iv) clause (jj) shall be omitted; and (v) clause (pp) shall be omitted; (2) in regulation 45, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ement of non-convertible securities sought to be listed, until March 31, 2024. In case the entity is not able to achieve full compliance with the provisions, till such time, it shall explain the reasons for such non-compliance or partial compliance, and the steps initiated to achieve full compliance, in such form and manner as may be specified by the Board from time to time. Explanation II. Nothing in this regulation shall exempt an entity undertaking a scheme of arrangement, under regulation 37 or regulation 59A or both of the listing regulations, from the filing of a general information document under sub-regulation (1), to be filed by the resultant entity, post implementation of such scheme of arrangement. Explanation III. For the purposes of this regulation, shelf placement memorandum means a placement memorandum in relation to the first issuance of non-convertible securities issued on a private placement basis, issued prior to this regulation coming into force and valid as on the date of this regulation coming into force. (2) The general information document shall be valid for a period of one year from the date of opening of the first offer of non-convertibl ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... placement memorandum or the issue opening date, as applicable: Provided that issuers: (a) whose non-convertible securities or specified securities are listed on recognised stock exchange(s), who are in compliance with the listing regulations, or (b) who are subsidiaries of entities who have listed their specified securities, and are in compliance with the listing regulations, may disclose unaudited financial information instead of audited financial statements for the interim period in the format as specified under the listing regulations, along with the limited review report, as filed with the stock exchange(s), subject to necessary disclosures, including risk factors, in this regard. CHAPTER V B REQUIREMENTS FOR LARGE CORPORATES 50B. (1) A listed entity, fulfilling the criteria as may be specified by the Board, shall be considered as a Large Corporate . (2) Such Large Corporates shall comply with the conditions or requirements, as may be specified by the Board from time to time. (6) In Chapter VI , in regulation 51 , after sub-regulation (1) and before sub-regulation (2), the following shall be inserted, namely (1A) An issuer that has file ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 number, date and place of incorporation, latest registration/identification number issued by any regulatory authority which regulates such issuer (i.e., Reserve Bank of India, Insurance Regulatory Development Authority of India etc.), if applicable, address of its registered and corporate offices, telephone number, website address and e-mail address. (b) Name, telephone number, email address of compliance officer, company secretary, chief financial officer and promoters. (c) Name, addresses, logo, telephone numbers, email addresses and contact person of (wherever applicable): Debenture Trustee, Lead Manager(s), ( applicable in c ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ue 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, 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. (b) A declaration confirming that the permanent account number, Aadhaar number, driving license number, bank account number(s) and passport number of the promoters and permanent account number of directors have been submitted to the stock exchanges on which the non-convertible securities are proposed to be listed, at the time of filing the draft issue document. 3.3.3. Details of credit rating, along with the latest press release of the Credit ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... (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 Information: (a) The audited financial statements (i.e. profit and loss statement, balance sheet and cash flow statement) both on a standalone and consolidated basis for a period of three completed years, which shall not be more than six months old from the date of the issue document or issue opening date, as applicable. Such financial statements shall be should be audited and certified by the statutory auditor(s) who holds a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India ( ICAI ). However, if the issuer, being a listed REIT/listed InvIT, has been in existence for a period of less than three completed years, and historical financial statement ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Financial Liabilities (Current and Non-Current) Borrowings (including interest) Other Financial Liabilities Non-Current Liabilities Current Liabilities Provisions Total Liabilities Equity (Equity Share Capital and Other Equity) Total Equity and Liabilities Profit and Loss Total revenue from operations Other Income T ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ets Total Assets Financial Liabilities (Current and Non-Current) - Borrowings (including interest) - Other Financial Liabilities Non-Current Liabilities Current Liabilities Provisions Total Liabilities Equity (Equity Share Capital 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 ..... 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 t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ns -Deferred tax liabilities (net) -Other non-financial liabilities Equity (Equity Share Capital and Other Equity) Total Liabilities and Equity PROFIT AND LOSS Revenue from operations Other Income ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Loans Loans (Principal Amount) Total Debts to Total Assets Interest Income Interest Expense Impairment on Financial Instruments Bad Debts to Loans % Stage 3 Loans on Loans(Principal Amount) % Net Stage 3 Loans on Loans (Principal Amount) Tier I Capital Adequacy Ratio (%) ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... -Current tax liabilities (net) -Provisions -Deferred tax liabilities (net) -Other non-financial liabilities Equity (Equity Share Capital and Other Equity) Non-controlling interest Total Liabilities and Equity ..... 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 Loans Total 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 nat ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... er 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. Following details regarding the directors of the company (a) Details of the current directors of the company: Name, Designation and DIN Age Address Date of appointment Details of other directorship (b) Details of change in directors in the preceding three financial years and current financial year: Name, Designation and DIN Date of Appointment Date of Cessation, if applicable Date of resignation, if applicable Remarks ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 Repayment Date/Schedule Security Credit Rating, if applicable Asset Classification (b) Details of outstanding unsecured loan facilities: Name of lender Type of Facility Amount Sanctioned Principal Amount outstanding Repayment Date / Schedule Credit Rating, if applicable ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 / Instrument Amount sanctioned/ issued Principal Amount outstanding Date of Repayment/ Schedule Credit Rating Secured/ Unsecured Security 3.3.16. The amount of corporate guarantee or letter of comfort issued by the issuer along with name of the counterparty (like name of the subsidiary, joint venture entity, group company, etc.) on behalf of whom it has been issued, contingent liability including debt service reserve account guarantees/ any put option etc. (Details of any outstanding borrowings taken/ debt securities issued for ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... urities, 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 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 non-convertible securities/ commercial paper. 3.3.20. Any litigation or legal action pending or taken by a Government Department or a statutory body or regulatory body during the three years immediately preceding the year of the issue of the issue document against the promoter of the company. 3.3.21. Details of default and non-payment of statutory dues for the preceding three financial years and current financial year. 3.3.22. Details of pending litigation involving the issuer, promoter, director, subsidiaries, group companies or any other person, whose outcome could have material advers ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... and non-convertible redeemable preference shares and unblocking of funds in case of refund ; (b) a statement by the Board of Directors about the separate bank account where all monies received out of the issue are to be transferred, and disclosure of details of all monies including utilised and unutilised monies out of the previous issue in the prescribed manner; (c) the details of all utilized and unutilised monies out of the monies collected in the previous issue made by way of public offer shall be disclosed and continued to be disclosed in the balance sheet till the time any part of the proceeds of such previous issue remains unutilized, the purpose for which such monies have been utilized, and the securities or other forms of financial assets in which such unutilized monies have been invested; and (d) the interim use of funds, if any. 3.3.30. Disclaimer Clauses: (a) The issue document shall contain the following disclaimer clause in bold and capital letters: It is to be distinctly understood that filing of the issue document to the Securities and Exchange Board of India (SEBI) should not in any way be deemed or construed to mean that the same has been c ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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. 3.3.35. Undertaking by the Issuer: (a) Investors are advised to read the risk factors carefully before taking an investment decision in this issue. For taking an investment decision, investors must rely on their own examination of the issuer and the offer including the risks involved. The securities have not been recommended or approved by the any regulatory authority in India, including the Securities and Exchange Board of India (SEBI) nor does SEBI guarantee the accuracy or adequacy of this document. Specific attention of investors is invited to the statement of Risk factors given on page number under the section General Risks . (b) 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, that the informat ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 regulations made thereunder. 3.3.37. 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 (42 of 1956) and the Securities and Exchange Board of India Act, 1992 (15 of 1992), Companies Act, 2013 (18 of 2013) and the rules and regulations made thereunder; (b) the compliance with the Acts and the rules and regulations does not imply that payment of dividend or interest or repayment of non-convertible securities, is guaranteed by the Central Government; (c) the monies received under the offer shall be used only for the purposes and objects indicated in the issue document; (d) whatever is stated in this form and in the attachments thereto is true, correct and comple ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... y 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 fresh issue of shares for the purpose of redemption or both. 3.3.41. The issue document shall include the following other matters and reports, namely: (a) If the proceeds, or any part of the proceeds, of the issue of the debt securities/non-convertible redeemable preference shares are or is to be applied directly or indirectly: (i) in the purchase of any business; or (ii) in the purchase of an interest in any business and by reason of that purchase, or anything to be done in consequence thereof, or in connection therewith, the company shall become entitled to 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 fina ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 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, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Issuer Type of Instrument Nature of Instrument (Secured or Unsecured) Seniority (Senior or Subordinated) Eligible Investors Listing (name of stock Exchange(s) where it will be listed and timeline for listing) Rating of the Instrument Issue Size Minimum subscription Option to retain 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ate 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/ 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 issue document Transaction Documents Conditions Precedent to Disbursement Condition Subsequent to Disbursement ..... X X X X Extracts X X X X X X X X Extracts X X X X
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