valid as on 26/10/2020

Regulation 5 - Disclosures in the offer document
Effective from 06-06-2008

(1) The offer document shall contain all material  which are necessary for the subscribers of the debt securities to take an informed investment decision.

(2) Without prejudice to the generality of sub-regulation (1), the issuer and the lead merchant banker shall ensure that the offer document contains the following:

(a) the disclosures specified in Schedule II of the Companies Act, 1956;

(b) disclosure specified in of these regulations;

(c) additional disclosures as may be specified by the Board.

Explanation: For the purpose of this regulation, “material” means anything which is likely to impact an investors’ investment decision.

Disclosures to be made by NBFCs in the Offer Documents for public issue of Debt Securities under the SEBI (Issue and Listing of Debt Securities) Regulations, 2008.To view the Circular,Click Here
To view the schedule,Click Here

SEBI (Issue and Listing of Debt Securities)(Amendment)Regulations, 2012 w.e.f. 12-10-2012


Disclosures to be made by NBFCs in the Offer Documents for public issue of Debt Securities under the SEBI (Issue and Listing of Debt Securities) Regulations, 2008.


ILDS SCHEDULE I – DISCLOSURES

[See Regulation 5 (2) (b), Regulation 19(3), Regulation 21 and Regulation 21A]

DISCLOSURES

1. The issuer seeking listing of its debt securities on a recognized stock exchange shall file the following disclosures along with the listing application to the stock exchange:

A. Memorandum and Articles of Association and necessary resolution(s) for the allotment of the debt securities;

B. Copy of last three years audited Annual Reports;

C. Statement containing particulars of, dates of, and parties to all material contracts and agreements;

D. Copy of the Board / Committee Resolution authorizing the borrowing and list of authorized signatories.

E. An undertaking from the issuer stating that the necessary documents for the creation of the charge, where applicable, including the Trust Deed would be executed within the time frame prescribed in the relevant regulations/act/rules etc and the same would be uploaded on the website of the Designated Stock exchange, where the debt securities have been listed, within five working days of execution of the same.

F. Any other particulars or documents that the recognized stock exchange may call for as it deems fit.

G. An undertaking that permission / consent from the prior creditor for a second or pari passu charge being created, where applicable, in favor of the trustees to the proposed issue has been obtained.

2. Issuer shall submit the following disclosures to the Debenture Trustee in electronic form (soft copy) at the time of allotment of the debt securities:

A. Memorandum and Articles of Association and necessary resolution(s) for the allotment of the debt securities;

B. Copy of last three years’ audited Annual Reports;

C. Statement containing particulars of, dates of, and parties to all material contracts and agreements;

D. Latest Audited / Limited Review Half Yearly Consolidated (wherever available) and Standalone Financial Information (Profit & Loss statement, Balance Sheet and Cash Flow statement) and auditor qualifications , if any.

E. An undertaking to the effect that the Issuer would, till the redemption of the debt securities, submit the details mentioned in point (D) above to the Trustee within the timelines as mentioned in Simplified Listing Agreement issued by SEBI vide circular No.SEBI/IMD/BOND/1/2009/11/05 dated May 11, 2009 as amended from time to time, for furnishing / publishing its half yearly/ annual result. Further, the Issuer shall within 180 days from the end of the financial year, submit a copy of the latest annual report to the Trustee and the Trustee shall be obliged to share the details submitted under this clause with all ‘Qualified Institutional Buyers’ (QIBs) and other existing debenture-holders within two working days of their specific request.

3. The following disclosures shall be made where relevant:

A. Issuer Information

a. Name and address of the following:-

i. Registered office of the Issuer

ii. Corporate office of the Issuer

iii. Compliance officer of the Issuer

iv. CFO of the Issuer

v. Arrangers, if any, of the instrument

vi. Trustee of the issue

vii. Registrar of the issue

viii. Credit Rating Agency (-ies) of the issue and

ix. Auditors of the Issuer

b. A brief summary of the business/ activities of the Issuer and its line of business containing atleast following information:-

i. Overview

ii. Corporate Structure

iii. Key Operational and Financial Parameters

* for the last 3 Audited years iv. Project cost and means of financing, in case of funding of new projects * At least covering the following – Consolidated basis (wherever available) else on standalone basis

Parameters Upto latest
Half Year
FY……

FY……… FY………
For Non-Financial Entities
Networth
Total Debt
of which – Non Current Maturities of Long Term Borrowing
-Short Term Borrowing
- Current Maturities of Long Term Borrowing
Net Fixed Assets
Non Current Assets
Cash and Cash Equivalents
Current Investments
Current Assets
Current Liabilities
Net sales
EBITDA
EBIT
Interest
PAT
Dividend amounts
Current ratio
Interest coverage ratio
Gross debt/equity ratio
Debt Service Coverage Ratios
For Financial Entities
Networth
Total Debt
of which – Non Current Maturities of Long Term Borrowing
-Short Term Borrowing
-Current Maturities of
Long Term Borrowing
Net Fixed Assets
Non Current Assets
Cash and Cash Equivalents
Current Investments
Current Assets
Current Liabilities
Assets Under Management
Off Balance Sheet Assets
Interest Income
Interest Expense
Provisioning & Write-offs
PAT
Gross NPA (%)
Net NPA (%)
Tier I Capital Adequacy Ratio (%)
Tier II Capital Adequacy Ratio (%)

Gross Debt: Equity Ratio of the Company:-

Before the issue of debt
securities
After the issue of debt
securities

c. A brief history of the Issuer since its incorporation giving details of its following activities:-

i. Details of Share Capital as on last quarter end:-

Share Capital Rs
Authorized Share Capital
Issued, Subscribed and Paid-up
Share Capital

ii. Changes in its capital structure as on last quarter end, for the last five years:-

Date of Change (AGM/EGM) RsParticulars

iii. Equity Share Capital History of the Company as on last quarter end, for the last five years:-

Date of AllotmentNo. of Equity SharesFace Value (Rs)
Issue
Price
(Rs)
Consideration (Cash, other than cash, etc)
Nature of AllotmentCumulativeRemarks
No. of equity sharesEquity Share Capital (Rs)Equity Share
Premium (in Rs)

Notes: (If any)

iv. Details of any Acquisition or Amalgamation in the last 1 year.

v. Details of any Reorganization or Reconstruction in the last 1 year:-

Type of Event Date of AnnouncementDate of Completion
Details

d. Details of the shareholding of the Company as on the latest quarter end:-

i. Shareholding pattern of the Company as on last quarter end:-

Sr No ParticularsTotal No. of Equity Shares
No. of shares in demat formTotal Shareholding as % of total no. of equity shares

Notes: – Shares pledged or encumbered by the promoters (if any)

ii. List of top 10 holders of equity shares of the Company as on the latest quarter end:-

Sr NoName of the shareholdersTotal No of Equity SharesNo of shares in demat formTotal Shareholding
as % of total no of equity
shares

e. Following details regarding the directors of the Company:-

i. Details of the current directors of the Company*

Name, Designation and DINAgeAddress Director of the Company
since
Details of other directorship

* Company to disclose name of the current directors who are appearing in the RBI defaulter list and/or ECGC default list, if any.

ii. Details of change in directors since last three years:-

     

f. Following details regarding the auditors of the Company:-

i. Details of the auditor of the Company:-

Name, Designation and
DIN
Date of Appointment /
Resignation
Director of the Company since ( in case of resignation)Remarks

ii. Details of change in auditor since last three years:-

Name Address Auditor since

g. Details of borrowings of the Company, as on the latest quarter end:-

i. Details of Secured Loan Facilities :-

Name Address Date of Appointment /
Resignation
Auditor of the Company since ( in case of resignation)Remarks

ii. Details of Unsecured Loan Facilities:-

Lender’s NameType of Facility
Amt Sanctioned Principal Amt outstanding Repayment Date / Schedule
Security

iii. Details of NCDs

iv. List of Top 10 Debenture Holders (as on ……)

Debenture Series
Tenor /Period of
Maturity
CouponAmountDate of
Allotment
Redemption Date/
Schedule
Credit RatingSecured /unsecured
Security

Sr. No.
Name of Debenture
Holders
Amount

Note: Top 10 holders’ (in value terms, on cumulative basis for all outstanding debentures issues) details should be provided.

v. The amount of corporate guarantee issued by the Issuer along with name of the counterparty (like name of the subsidiary, JV entity, group company, etc) on behalf of whom it has been issued.

vi. Details of Commercial Paper:- The total Face Value of Commercial Papers Outstanding as on the latest quarter end to be provided and its breakup in following table:-

Maturity Date Amt Outstanding

vii. Details of Rest of the borrowing ( if any including hybrid debt like FCCB, Optionally Convertible Debentures / Preference Shares ) as on ………….:-

Party Name (in case of Facility) /
Instrument Name
Type of Facility /
Instrument
Amt Sanctioned
/ Issued
Principal Amt
outstanding
Repayment Date
/Schedule
Credit RatingSecured /UnsecuredSecurity

viii. Details of all default/s and/or delay in payments of interest and principal of any kind of term loans, debt securities and other financial indebtedness including corporate guarantee issued by the Company, in the past 5 years .

ix. Details of any outstanding borrowings taken/ debt securities issued where taken / issued (i) for consideration other than cash, whether in whole or part, (ii) at a premium or discount, or (iii) in pursuance of an option;

h. Details of Promoters of the Company:-

i. Details of Promoter Holding in the Company as on the latest quarter end:-

Sr NoName of the shareholdersTotal No of Equity
Shares
No of shares in
demat form
Total
shareholding
as % of total
no of equity shares
No of Shares Pledged% of Shares pledged with
respect to shares
owned.

i. Abridged version of Audited Consolidated (wherever available) and Standalone Financial Information ( like Profit & Loss statement, Balance Sheet and Cash Flow statement) for at least last three years and auditor qualifications , if any. *

j. Abridged version of Latest Audited / Limited Review Half Yearly Consolidated (wherever available) and Standalone Financial Information (like Profit & Loss statement, and Balance Sheet) and auditors qualifications, if any. *

k. Any material event/ development or change having implications on the financials/credit quality (e.g. any material regulatory proceedings against the Issuer/promoters, tax 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.

l. The names of the debenture trustee(s) shall be mentioned with statement to the effect that debenture trustee(s) has given his consent to the Issuer for his appointment under regulation 4 (4) and in all the subsequent periodical communications sent to the holders of debt securities.

m. The detailed rating rationale (s) adopted (not older than one year on the date of opening of the issue)/ credit rating letter issued (not older than one month on the date of opening of the issue) by the rating agencies shall be disclosed.

n. 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.

o. Copy of consent letter from the Debenture Trustee shall be disclosed.

p. Names of all the recognised stock exchanges where the debt securities are proposed to be listed clearly indicating the designated stock exchange.

q. Other details

i. DRR creation – relevant regulations and applicability.

ii. Issue/instrument specific regulations – relevant details (Companies Act, RBI guidelines, etc).

iii. Application process.

* Issuer shall provide latest Audited or Limited Review Financials in line with timelines as mentioned in Simplified Lisitng Agreement issued by SEBI vide circular No.SEBI/IMD/BOND/1/2009/11/05 dated May 11, 2009 as amended from time to time , for furnishing / publishing its half yearly/ annual result.

B. Issue details

a. Summary term sheet shall be provided which shall include at least following information (where relevant) pertaining to the Secured / Unsecured Non Convertible debt securities (or a series thereof):-

Security NameName of the bond which includes (Issuer
Name, Coupon and maturity year) e.g.
8.70% XXX 2015.
Issuer
Type of Instrument
Nature of InstrumentSecured or Unsecured
SenioritySenior or Subordinated.
Mode of Issue Private placement
Eligible Investors
Listing ( including name of stock
Exchange(s) where it will be listed and
timeline for listing)
Rating of the Instrument_______ by _____ Ltd.
Issue Size
Option to retain oversubscription (Amount )
Objects of the Issue
Details of the utilization of the Proceeds
Coupon Rate
Step Up/Step Down Coupon Rate
Coupon Payment Frequency
Coupon payment dates Dates on which coupon will be paid.
Coupon Type Fixed, floating or other coupon 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_ Months from the Deemed Date of
Allotment
Redemption Date Dates on which Principal will be repaid.
Redemption Amount
Redemption Premium /Discount
Issue Price The price at which bond is issued
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 TimeTimelines by which the investor need to
intimate Issuer before exercising the put
Call Notification TimeTimelines by which the Issuer need to
intimate investor before exercising the
call
Face Value Rs 10 lakhs per instrument for all the
issues
Minimum Application and in multiples of __
Debt securities thereafter
Issue Timing
1. Issue Opening Date
2. Issue Closing Date
3. Pay-in Date
4. Deemed Date of Allotment
Issuance mode of the InstrumentDemat only (for private placement)
Trading mode of the InstrumentDemat only (for private placement)
Settlement mode of the Instrument Insert details of payment procedure
Depository
Business Day Convention
Record Date15 days prior to each Coupon Payment /
Put Date / Call Date / Redemption
date.
Security (where applicable)
(Including description, type of security, type
of charge, likely date of creation of security,
minimum security cover, revaluation,
replacement of security).
Transaction Documents
Conditions Precedent to Disbursement
Condition Subsequent to Disbursement
Events of Default
Provisions related to Cross Default Clause N/A ( Not Applicable) in case clause is
not there else full description of the
clause to be provided
Role and Responsibilities of Debenture
Trustee
Governing Law and Jurisdiction

Notes: 1. If there is any change in Coupon Rate rate pursuant to any event including elapse of certain time period or downgrade in rating , then such new Coupon Rate and events which lead to such change should be disclosed.

2. The procedure used to decide the dates on which the payment can be made and adjusting payment dates in response to days when payment can’t be made due to any reason like sudden bank holiday etc., should be laid down.

3. The list of documents which has been executed or will be executed in connection with the issue and subscription of debt securities shall be annexed.

b. In privately placed issues, additional Covenants shall be included as part of the Issue Details on the following lines, as per agreement between the issuer and investor:

i. Security Creation (where applicable): In case of delay in execution of Trust Deed and Charge documents, the Company will refund the subscription with agreed rate of interest or will pay penal interest of atleast 2% p.a. over the coupon rate till these conditions are complied with at the option of the investor.

ii. Default in Payment: In case of default in payment of Interest and/or principal redemption on the due dates, additional interest of atleast @ 2% p.a. over the coupon rate will be payable by the Company for the defaulting period

iii. Delay in Listing: In case of delay in listing of the debt securities beyond 20 days from the deemed date of allotment, the Company will pay penal interest of atleast 1 % p.a. over the coupon rate from the expiry of 30 days from the deemed date of allotment till the listing of such debt securities to the investor. The interest rates mentioned in above three cases are the minimum interest rates payable by the Company and are independent of each other.

C. Disclosures pertaining to wilful default

(1) In case of listing of debt securities made on private placement, the following disclosures shall be made:

(a) Name of the bank declaring the entity as a wilful defaulter;

(b) The year in which the entity is declared as a wilful defaulter;

(c) Outstanding amount when the entity is declared as a wilful defaulter;

(d) Name of the entity declared as a wilful defaulter;

(e) Steps taken, if any, for the removal from the list of wilful defaulters;

(f) Other disclosures, as deemed fit by the issuer in order to enable investors to take informed decisions;

(g) Any other disclosure as specified by the Board.

(2) The fact that the issuer or any of its promoters or directors is a wilful defaulter shall be disclosed prominently on the cover page with suitable cross-referencing to the pages.

(3) Disclosures specified herein shall be made in a separate chapter or section, distinctly identifiable in the Index / Table of Contents.

1. The issuer seeking listing of its debt securities on a recognized stock exchange shall
forward the listing application to the stock exchange along with the following documents–

(a). Memorandum and Articles of Association and a copy of the Trust Deed.

(b). Copy of latest audited balance sheet and Annual Report.

(c). Statement containing particulars of dates of, and parties to all material contracts
and agreements:

Provided that a recognized stock exchange may call for such further particulars or
documents as it deems proper.

2. The following disclosures shall be made where relevant:

i. Name and address of the registered office of the issuer.

ii. Names and addresses of the directors of the issuer.

iii. A brief summary of the business/ activities of the issuer and its line of business.

iv. And a brief history of the issuer since its incorporation giving details of its activities
including any reorganization, reconstruction or amalgamation, changes in its capital
structure, (authorized, issued and subscribed) and borrowings, if any.

v. Details of debt securities issued and sought to be listed including face value, nature of debt securities mode of issue i.e. public issue or private placement.

vi. Issue size .

vii. Details of utilization of the issue proceeds.

viii. A statement containing particulars of the dates of, and parties to all material contracts,
agreements involving financial obligations of the issuer

ix. Details of other borrowings including any other issue of debt securities in past;

x. Any material event/ development or change at the time of issue or subsequent to the issue which may affect the issue or the investor’s decision to invest / continue to invest in the debt secutities.

xi. Particulars of the debt securities issued (i) for consideration other than cash, whether in
whole or part, (ii) at a premium or discount, or (iii) in pursuance of an option.

xii. A list of highest ten holders of each class or kind of securities of the issuer as on the date of application along with particulars as to number of shares or debt securities held by them and the address of each such holder.

xiii. An undertaking that the issuer shall use a common form of transfer

xiv. Redemption amount, period of maturity, yield on redemption.

xv. Information relating to the terms of offer or purchase.

xvi. The discount at which such offer is made and the effective price for the investor as a result of such discount.

xvii. The debt equity ratio prior to and after issue of the debt security.

xviii. Servicing behavior on existing debt securities, payment of due interest on due dates on term loans and debt securities.

xix. That the permission / consent from the prior creditor for a second or pari passu charge
being created in favor of the trustees to the proposed issue has been obtained.

xx. The names of the debenture trustee(s) shall be mentioned with a statement to the effect that debenture trustee(s) has given his consent to the issuer for his appointment under regulation 4 (4) and also in all the subsequent periodical communications sent to the holders of debt securities.

xxi. The rating rationale (s) adopted by the rating agencies shall be disclosed

xxii. Names of all the recognised stock exchanges where securities are proposed to be listed clearly indicating the designated stock exchange and also whether in principle approval from the recognised stock exchange has been obtained.

xxiii. A summary term sheet shall be provided which shall include brief information pertaining to the Secured / Unsecured Non Convertible debt securities (or a series thereof) as follows

(where relevant):
• Issuer
• Minimum Subscription of Debt securities and in multiples of __ Debt securities
thereafter
• Tenor __ Months from the Deemed Date of Allotment
• Coupon Rate / Coupon Date __% p.a. (payable __) on __each year
• Redemption Date
• Put / Call option _________
• Proposed listing of the debt securities with ____ Stock Exchange
• Issuance Physical /Demat mode
• Trading Demat mode only
• Depository _________
• Security
• Rating ___ by ___ (All the credit rating/s, including any unaccepted credit ratings, shall
be disclosed in the draft offer document to be filed with SEBI)
• Settlement By way of [Insert details of payment procedure]
• Issue Schedule:
– Issue opens on: _________
– Issue closes on _________
• Pay-in date _________
• Deemed date of allotment _________

Substituted vide SEBI (Issue and Listing of Debt Securities)(Amendment)Regulations, 2012 w.e.f. 12-10-2012.To view the notification,Click Here

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