(1) No issuer shall make a public issue of debt securities unless a draft offer document has been filed with the designated stock exchange through the lead merchant banker.
(2) The draft offer document filed with the designated stock exchange shall be made public by posting the same on the website of the designated stock exchange for seeking public
comments for a period of seven working days from the date of filing the draft offer document with such exchange.
(3) The draft offer document may also be displayed on the website of the issuer, merchant bankers and the stock exchanges where the debt securities are proposed to be
listed.
(4) The lead merchant banker shall ensure that the draft offer document clearly specifies the names and contact particulars of the compliance officer of the lead merchant
banker and the issuer including the postal and email address, telephone and fax numbers.
(5) The Lead Merchant Banker shall ensure that all comments received on the draft offer document are suitably addressed prior to the filing of the offer document with the Registrar of Companies.
(6) A copy of draft and final offer document shall also be forwarded to the Board for its records, simultaneously with filing of these documents with designated stock exchange.
(7) The lead merchant banker shall, prior to filing of the offer document with the Registrar of Companies, furnish to the Board a due diligence certificate as per of these
regulations.
(8) The debenture trustee shall, prior to the opening of the public issue, furnish to the Board a due diligence certificate as per of these regulations.
SEBI (Payment of Fees and Mode of Payment) (Amendment) Regulations, 2017, w.e.f. 6.3.2017
SEBI (Payment of fees) (Amendment) Regulations, 2014 w.e.f. 23-05-2014
ILDS SCHEDULE II – FORMAT FOR DUE DILIGENCE CERTIFICATE AT THE TIME OF FILING THE OFFER DOCUMENT WITH REGISTRAR OF COMPANIES AND PRIOR TO OPENING OF THE ISSUE
To,
SECURITIES AND EXCHANGE BOARD OF INDIA
Dear Sir / Madam,
SUB.: ISSUE OF ____________________ BY _______________LTD.
1. We confirm that neither the issuer nor its promoters or directors have been prohibited from accessing the capital market under any order or direction passed by the Board. We also confirm that none of the intermediaries named in the offer document have been debarred from functioning by any regulatory authority.
2. We confirm that all the material disclosures in respect of the issuer have been made in the offer document and certify that any material development in the issue or relating to the issue up to the commencement of listing and trading of the shares offered through this issue shall be informed through public notices/ advertisements in all those newspapers in which pre-issue advertisement and advertisement for opening or closure of the issue have been given.
3. We confirm that the offer document contains all disclosures as specified in the Securities
and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008.
4. We also confirm that all relevant provisions of the Companies Act, 1956, Securities
Contracts, (Regulation) Act, 1956, Securities and Exchange Board of India Act, 1992 and
the Rules, Regulations, Guidelines, Circulars issued thereunder are complied with.
We confirm that all comments/ complaints received on the draft offer document filed on the website of ________ (designated stock exchange) have been suitably addressed.
PLACE
DATE:
LEAD MERCHANT BANKER (S)
ILDS SCHEDULE III – FORMAT OF DUE DILIGENCE CERTIFICATE TO BE GIVEN BY THE DEBENTURE TRUSTEE BEFORE OPENING OF THE ISSUE
To,
SECURITIES AND EXCHANGE BOARD OF INDIA
Dear Sir / Madam,
SUB.: ISSUE OF ____________________ BY _______________LTD.
We, the Debenture Trustee (s) to the above mentioned forthcoming issue state as follows:
(1) We have examined documents pertaining to the said issue and other such relevant documents.
(2) On the basis of such examination and of the discussions with the issuer, its directors and other officers, other agencies and of independent verification of the various relevant documents,
WE CONFIRM that:
(a) The issuer has made adequate provisions for and/or has taken steps to provide for
adequate security for the debt securities to be issued.
(b) The issuer has obtained the permissions / consents necessary for creating security on
the said property (ies).
(c) The issuer has made all the relevant disclosures about the security and also its
continued obligations towards the holders of debt securities.
(d) All disclosures made in the offer document with respect to the debt securities are true,
fair and adequate to enable the investors to make a well informed decision as to the
investment in the proposed issue.
We have satisfied ourselves about the ability of the issuer to service the debt securities.
PLACE
DATE:
DEBENTURE TRUSTEE TO THE ISSUE WITH HIS SEAL
ILDS SCHEDULE V- REGULATORY FEES
[See Regulations 6(6) and 20]
REGULATORY FEES
(1)There shall be charged, in respect of every draft offer document filed by a lead merchant banker with the Board in terms of these regulations, a non-refundable fee of 0.00025% of issue size, subject to the minimum of twenty five thousand rupees and maximum of fifty lakh rupees.
(2)The fees as specified in clause (1) above shall be paid by means of a demand draft drawn in favour of ‘the Securities and Exchange Board of India’ payable at the place where the draft offer document is filed with the Board.
(3)There shall be charged, in respect of every private placement of debt securities which are listed in terms of these regulations, a non-refundable fee of five thousand rupees which shall be paid to the designated stock exchange at the time of listing of the debt securities.
(4)Every designated stock exchange shall remit the regulatory fee collected during the month under clause (3) above to the Board before tenth day of the subsequent month