On April 17, 2025, the Bombay Stock Exchange (BSE) issued a circular reinforcing the requirement for companies issuing non-convertible debt securities (NCDs) to fully disclose information in the offer document, in accordance with Schedule I of SEBI’s NCS Regulations, 2021. Issuers should not refer to separate documents (e.g., side letters) for mandatory disclosures such as covenants. An updated checklist has been provided for obtaining in-principle and listing approval for instruments like NCDs, Non-Convertible Redeemable Preference Shares (NCRCPS), Perpetual Debt Instruments (PDIs), and Market Linked Debentures (MLDs), issued via private placement.
Key documentation includes board resolutions, placement memorandums, shareholder approvals, credit rating certificates, and various confirmations from issuers and trustees. Issuers must ensure audited or limited-reviewed financials are current (not older than six months) and include details such as promoter identification numbers. Additional requirements apply to unlisted issuers, NBFCs, and instruments forming part of regulatory capital for banks and NBFCs.
Issuers must comply with EBP-related norms and upload issue details promptly. Annexures included in the notice provide specific templates for issuer declarations, merchant banker confirmations, and additional disclosures for green bonds, regulatory instruments, and structured securities. The BSE reserves the right to seek further information and mandates timely, accurate submissions. For assistance, issuers may contact BSE’s debt listing division.
Bombay Stock Exchange
Notice No. 20250417-8
Notice Date: 17 Apr 2025
Category: Circulars Listed Companies
Segment Debt
The Company Secretary
Subject: Disclosures in the offer document as per the requirement of SEBI NCS regulation, 2021
The Company’s proposing to issue non-convertible debt securities are required to make disclosures in the offer document as per the requirement of Schedule I of SEBI NCS Regulation, 2021.
It is noted that in few of the issues, the issuers have given reference to a separate document with respect to few of the Schedule I disclosures (such as covenants including the accelerated payment covenants given by way of side letters).
As per SEBI directives, the issuers are requested to ensure that all the disclosures as per the regulatory requirement are included in the offer document itself and no reference of a separate document is given for the same.
Enclosed hereby the updated checklist for in-principle and Listing approval for listing of Non-Convertible Debt Securities (NCDs)/Non-Convertible Redeemable Preference Shares (NCRCPS)/ Perpetual Debt Instruments (PDIs)/ Perpetual Non-Cumulative Preference Shares (PNCPS)/Structured or Market linked securities (MLDs) to be issued on private placement basis.
In case of any queries, please reach out to us on debt.listing@bseindia.com
Hardik Bhuta
Assistant General Manager
Thursday, 17 April 2025
Checklist of documents to be submitted for seeking in-principle approval for listing of Non-Convertible Debt Securities (NCDs)/Non-Convertible Redeemable Preference Shares (NCRCPS)/ Perpetual Debt Instruments (PDIs)/ Perpetual Non-Cumulative Preference Shares (PNCPS)/Structured or Market linked securities (MLDs) to be issued on private placement basis
(Application to be uploaded on BSE Listing Centre)
| Sr. No. | Documents to be uploaded on the Listing Centre |
| 1. | Copy of the requisite board/ committee resolutions authorizing the borrowing |
| 2. | Draft Disclosure Document/ Placement Memorandum prepared as per SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 and any amendments thereto
Note: Disclosure Document/ Placement Memorandum shall contain Audited financials/Unaudited financials with Limited Review, as applicable, which are not older than 6 months from the date of the disclosure document/ Placement document, including for stub period. As per SEBI directives, the issuers are requested to ensure that all the disclosures as per the regulatory requirement are included in the offer document itself and no reference of a separate document is given for same. |
| 3. | Copy of Shareholder’s Resolution approving the private placement Issue of Debt Securities and Non-Convertible redeemable Preference shares along with Notice. |
| 4. | Consent letter from the Debenture Trustee/s |
| 5. | Due diligence certificate from debenture trustee as per Annexure A of SEBI circular no. SEBI/HO/MIRSD/CRADT/CIR/P/2020/218 dated November 03, 2020 and any amendments thereto (The same is applicable for Secured and Unsecured Issuances) |
| 6. | Confirmation/consent letters from the Registrar to Issue |
| 7. | Credit rating certificate of the proposed issue (not being older than one month from the issue opening date) |
| 8. | Statement containing Permanent Account Number, Aadhaar Number, Driving License Number, Bank Account Number(s) and Passport Number of the promoters and Permanent Account Number of Directors. |
| 9. | Confirmation from Issuer as per Annexure I (applicable to all type of issues) |
| 10. | |
| 11. | Additional Confirmation from Issuer in case of PDIs/ PNCPS/ PCPS/ RNCPS/ RCPS, debt instruments and instruments of similar nature which are essentially non-equity regulatory instruments, forming part of a bank’s or NBFC’s capital, issued as per RBI stipulations and listed in terms of Chapter V of (Issue and Listing of Non-Convertible Securities) Regulations, 2021 read with SEBI Circular No SEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021, as per Annexure III |
| 12. | Additional Confirmation from Issuer in case of green debt securities as per Annexure IV |
| 13. | Additional Confirmation from issuer in case of Structured or Market linked debt securities as per Annexure V |
| 14. | Additional Confirmation from REIT and INVIT as per Annexure VI |
| 15. | Annual Reports for last 3 financial years (as applicable) |
| 16. | Additional Confirmation from issuer for amendment in AoA as per Annexure VII (applicable to existing debt issuer) |
| Additional documents applicable for issuers not listed on the Exchange | |
| 17. | Certificate of Incorporation / Registration Certificate under the Act, Rules, Regulations or charter under which the issuer has been established or incorporated or notified |
| 18. | Memorandum of Association and Articles of Association |
| 19. | In case of NBFC, a copy of RBI’s certificate confirming whether the issuer is deposit taking or non-deposit taking NBFC |
| 20. | Additional Confirmation from issuer for amendment in AoA as per Annexure VIII (applicable to issuers seeking listing for the first time) |
Important Note:
1. Special attention is drawn towards compliance with Chapter XV of SEBI Circular No SEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021 and BSE Circular No 20210519-29 dated May 19, 2021. Accordingly, Issuers of privately placed debt securities in terms of SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 for whom accessing the electronic book platform (EBP) is not mandatory, shall upload details of the issue with any one of the EBPs within one working day of such issuance.
2. The details can be uploaded using the following link:
https://bond.bseindia.com/Issuer_Registration.aspx
3. For further queries on EBP, please drop an e-mail on bond@bseindia.com
4. The Stock exchange reserves the right to call for any further documentation/information, as deem fit.
5. Please fill the application form in full and write N.A or Not applicable along with reasons, if any
6. Application submitted to stock exchange should be complete and correct in all respects.
7. Application seeking In principle approval should file with Exchange by 12 P.M. atleast one day prior to issue setup on Electronic Bidding Platform/issue opening (applicable for non EBP issuances) with BSE on the Listing portal.
Annexure I
(On the letterhead of issuer)
Date:
To
BSE Ltd
P.J. Towers, Dalal Street Fort
Mumbai 400001
Dear Sir/Madam,
Sub: In-principle Approval for listing of Non-Convertible Debt Securities (NCDs)/Non-Convertible Redeemable Preference Shares (NCRCPS)/ Perpetual Debt Instruments (PDIs)/ Perpetual Non-Cumulative Preference Shares (PNCPS)/ Structured or Market linked securities (MLDs) to be issued on private placement basis amounting to INR ________ Cr.
We hereby, confirm the following:
1. the Issuer is eligible in terms of the SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 read with SEBI Circular No SEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021 as amended from time to time.
2. the issuer, any of its promoters, promoter group or directors are not debarred from accessing the securities market or dealing in securities by SEBI;
3. any of the promoters or directors of the issuer is not a promoter or director of another company which is debarred from accessing the securities market or dealing in securities by SEBI
4. any of its promoters or directors is not a fugitive economic offender
5. the Issuer is not a non-compliant entity and no fine or penalties levied by the Board /Stock Exchanges are pending to be paid by the issuer at the time of filing the offer document
6. the issuer is not in default of payment of interest or repayment of principal amount in respect of non-convertible securities, if any, for a period of more than six months
7. the Issuer has obtained/would obtain necessary approvals from the RBI/Ministry of Finance/any other authority, as may be applicable, for issuance of the captioned Instruments and utilization of funds;
8. there was no delay in listing of any of the preceding privately placed debt securities, beyond the timelines specified in SEBI Circular No SEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021 and any amendment thereto;
OR
there was a delay in listing of the preceding privately placed debt securities, beyond the timelines specified in SEBI Circular No SEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021 and any amendment thereto, the details of which are given below. Accordingly, the Issuer shall not utilize the proceeds of this issue unless listing approval is received from the Stock Exchange/s, where the securities are proposed to be listed;
| ISIN | Date of Allotment | Date of Listing | Period of Delay (in days) | Whether Penal interest has been paid to investor? | Remarks |
9. the Draft Disclosure Document contains all the disclosures as required under SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021, SEBI circular no. SEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021 and other applicable SEBI & Exchange Circulars/Guidelines, Companies Act, 2013 and the rules made thereunder and other applicable laws in this regard, as amended from time to time;
(Refer: (i) Annexure II in case of PDIs/ PNCPS/ PCPS/ RNCPS/ RCPS as per Chapter XIII of SEBI circular no. SEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021 read with Chapter V of SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021; (ii) Annexure III in case of Green Bonds and (iii) Annexure IV for MLDs)
10. the issue shall be in compliance with all the provisions of SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021, SEBI circular no. SEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021 and other applicable SEBI & Exchange Circulars/Guidelines, Companies Act, 2013 and the rules made thereunder and other applicable laws in this regard, as amended from time to time
11. the company or its promoters or whole-time directors are not in violation of the provisions of Regulation 34 of the SEBI Delisting Regulations, 2021
12. The company, its promoters, its directors are not in violation of the restrictions imposed by SEBI under SEBI circular no. SEBI/HO/ MRD/DSA/CIR/P/2017/92 dated August 01, 2017
13. The Issuer shall ensure compliance with SEBI Circular dated April 27, 2021 regarding Standardizing and Strengthening Policies on Provisional Rating by Credit Rating Agencies (CRAs) for Debt Instruments.
14. The Issuer shall ensure that all the definitions are disclosed correctly in the Offer Document & Placement Memorandum to be issued.
Yours faithfully,
(Name and Designation)
Note: Strike off whichever clause is not applicable and indicate the reasons for non-applicability.
Annexure II
(On the letterhead of Merchant Banker)
The Issuer shall ensure compliance of SEBI circular SEBI/HO/DDHS-PoD-1/P/CIR/2024/94 dated July 03, 2024 and provide the following details:
I. Copy of SEBI Registration certificate for Merchant Banker appointed as Lead Manager.
II. Undertaking from Lead Manager Banker:
(A) “We hereby confirm that the Company is eligible and in compliance with SEBI (Issue And Listing Of Non-Convertible Securities) Regulations, 2021 as amended from time to time, to make the Public Issue”
(B) “We hereby confirm that the issuer or any of its promoters or directors are not declared as ‘Fraudulent Borrower’ by the lending banks or financial institution or consortium, in terms of RBI master circular dated July 01, 2016”
(C) name if merchant banker> is not an associate of the issuer as provided under the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992
(Note: In case the lead manager is an associate of the issuer, it shall disclose itself as an associate of the issuer and its role shall be limited to marketing of the issue. Such lead manager shall not issue any due diligence certificate, in relation to the issue of such debt securities and/or non-convertible redeemable preference shares)
As per Regulation 12 read with Schedule II of SEBI (Merchant Bankers) Regulations, 1992, requires Merchant Banker who have been granted a Certificate of Registration, to keep its registration in force, shall pay a fee of nine lakh rupees every three years from 6th year, from the date of grant of Certificate of Registration.
Accordingly, kindly confirm whether the renewal fees (if due) has been paid duly. Kindly provide the details in the format given below:
| Name of the Merchant Banker | Registration no | Date of Registration with SEBI | Date of last payment made | Block for which the last payment is made | Next due date for the payment of renewal fee |
Yours faithfully,
(Name and Designation)
Date:
Annexure III
(Applicable in case of PDIs/ PNCPS/ PCPS/ RNCPS/ RCPS, debt instruments and instruments of similar nature which are essentially non-equity regulatory instruments, forming part of a bank’s or NBFC’s capital, issued as per RBI stipulations and listed in terms of Chapter V of SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 read with SEBI Circular No SEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021)
To
BSE Ltd
P.J. Towers, Dalal Street Fort
Mumbai 400001
Dear Sir/Madam,
Sub: In-principle Approval for listing of PDIs/ PNCPS/ PCPS/ RNCPS/ RCPS, debt instruments and instruments of similar nature which are essentially non-equity regulatory instruments, forming part of a bank’s or NBFC’s capital, issued as per RBI stipulations to be issued on private placement basis amounting to INR ________ Cr.
We hereby, confirm the following:
1. Only QIBs will be allowed to participate in the proposed issue
2. The minimum allotment size, face value and trading lot size of the above mentioned PDIs/ PNCPS/ PCPS/ RNCPS/ RCPS shall be as specified in Chapter V of Circular No SEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021
3. Additional disclosures as required under Chapter XIII of SEBI Circular No SEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021 have been made in the Disclosure Document/ Placement Memorandum as given below:
| Disclosures | Page no. in Disclosure Document |
| Details of all the conditions upon which the call option will be exercised by them for these instruments, in the placement memorandum | |
| Risk factors, to include all the inherent features of these instruments with inter-alia, grant the issuer (in consultation with RBI) a discretion in terms of writing down the principal/ interest, to skip interest payments, to make an early recall etc. without commensurate right for investors to legal recourse, even if such actions of the issuer might result in potential loss to investors.
|
|
| Point of Non-Viability clause: The absolute right, given to the RBI, to direct an issuer to write down the entire value of its outstanding these instruments/ bonds, if it thinks the bank has passed the PONV, or requires a public sector capital infusion to remain a going concern |
Yours faithfully,
(Name and Designation)
Date:
Annexure IV
(Applicable in case of green debt securities in terms of SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 read with SEBI Circular No SEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021)
To
BSE Ltd
P.J. Towers, Dalal Street Fort
Mumbai 400001
Dear Sir/Madam,
Sub: In-principle approval for listing of green debt securities in terms to be issued on private placement basis amounting to INR ________ Cr.
We hereby, confirm the following:
1. Additional disclosures as required under Chapter IX of SEBI Circular No SEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021 have been made in the Disclosure Document/ Placement Memorandum as given below:
| Disclosures | Page no. in Disclosure Document |
| A statement on environmental objectives of the issue of green debt securities | |
| Brief details of decision-making process followed/ proposed for determining the eligibility of project(s) and/ or asset(s), for which the proceeds are being raised through issuance of green debt securities, such as
a) process followed/ to be followed for determining how the project(s) and/ or asset(s) fit within the eligible green projects categories as defined under Regulation 2 (q) of NCS Regulations b) the criteria making the project(s) and/ or asset(s) eligible for using the green debt securities proceeds c) environmental sustainability objectives of the proposed green investment |
|
| Details of the system/ procedures to be employed for tracking the deployment of the proceeds of the issue | |
| Details of the project(s) and/ or asset(s) or areas where the issuer, proposes to utilize the proceeds of the issue of green debt securities, including towards refinancing of existing green project(s) and/ or asset(s), if any | |
| Appointment of any independent third party reviewer/ certifier, for reviewing/ certifying the processes including project evaluation and selection criteria, project categories eligible for financing by green debt securities, |
2. The Issuer shall comply with para 2 and 3 of Chapter IX of SEBI Circular No SEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021
Yours faithfully,
(Name and Designation)
Date:
Annexure V
(Applicable in case of structured debt securities/ market linked debt securities in terms of SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 read with SEBI Circular No SEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021)
To
BSE Ltd
P.J. Towers, Dalal Street Fort
Mumbai 400001
Dear Sir/Madam,
Sub: In-principle approval for listing of structured debt securities/ market linked debt securities to be issued on private placement basis amounting to INR ________ Cr.
We hereby, confirm the following:
1. The Issuer has a networth of Rs. ______ crores which is equal to or more than Rs. 100 crores as required under Chapter X of SEBI Circular No SEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021
2. The above mentioned issuance of debt securities is in compliance with para 2.1 of Chapter X of SEBI Circular No SEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021.
3. The Issuer has appointed M/s _________________ as a third party valuation agency which is an AMFI appointed valuation agency.
4. Additional disclosures as required under Chapter X of SEBI Circular No SEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021 have been made in the Disclosure Document/ Placement Memorandum as given below:
| Disclosures | Page no. in Disclosure Document |
| Credit rating by any registered CRAs shall bearing a prefix ‘PP-MLD’ denoting Principal Protected Market Linked Debt security followed by the standardized rating symbols for long/ short term debt securities on the lines specified in SEBI Circular No. CIR/MIRSD/4/2011 dated June 15, 2011, SEBI/HO/MIRSD/DOS3/CIR/P/2019/70 dated June 13, 2019 or as may be specified by the Board | |
| A detailed scenario analysis/ valuation matrix showing value of the security under different market conditions such as rising, stable and falling market conditions shall be disclosed in a table along with a suitable graphic representation. | |
| A risk factor shall be prominently displayed that such securities are subject to model risk, i.e., the securities are created on the basis of complex mathematical models involving multiple derivative exposures which may or may not be hedged and the actual behavior of the securities selected for hedging may significantly differ from the returns predicted by the mathematical models | |
| A risk factor stating that in case of principal/ Capital Protected Market Linked Debt securities, the principal amount is subject to the credit risk of the issuer whereby the investor may or may not recover all or part of the funds in case of default by the issuer | |
| Details of indicative returns/ interest rates
Note: Where indicative returns/ interest rates are mentioned in the offer document in percentage terms, such figures shall be shown only on annualized basis |
|
| Disclosure stating that latest and historical valuation for such securities shall be made available on the websites of the issuer and of the valuer appointed for the purpose. | |
| Disclosures of all commissions by whatever name called, if any, paid by issuer to distributor for selling/ distribution of such securities to end investors | |
| Disclosure of conditions for premature redemption of such securities, if any | |
| Disclosure w.r.t cost incurred for valuation from AMFI appointed third party valuation agency |
Yours faithfully,
(Name and Designation)
Date:
Annexure VI
(On the letterhead of issuer)
To
BSE Ltd
P.J. Towers, Dalal Street Fort
Mumbai 400001
Dear Sir/Madam,
Sub: In-principle Approval for listing of Non-Convertible Debt Securities (NCDs) to be issued on private placement basis amounting to INR ________ Cr. by listed REITs/InvITs
We hereby, confirm the following:
1. “The issue of <No.> <debt security> is being made in compliance with SEBI (Infrastructure Investment Trust) Regulations, 2014 / SEBI (Real Estate Investment Trust) Regulations, 2014, SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 and circulars issued thereunder;
2. We hereby Confirm that neither the REITs/InvITs, its sponsor or Investment Manager or the promoters/trustees or Board of directors/Governing Body of the Sponsor, REITs/InvITs or Investment Manager as the case may be are restrained or prohibited or debarred by the SEBI from accessing the securities market or dealing in securities;
3. We hereby confirm that the REITs/InvITs or its Sponsor or Investment Manager are not in violation of the provisions of Regulation 34 of the SEBI Delisting Regulations, 2021;
4. We hereby confirm that neither the REITs/InvITs, its sponsor or Investment Manager or promoters/trustees or Board of directors /Governing Body of the Sponsor, REITs/InvITs or Investment Manager as the case may be is in violation of the restrictions imposed by SEBI under SEBI circular no. SEBI/HO/ MRD/DSA/CIR/P/2017/92 dated August 01, 2017;
5. We hereby confirm that the Trustee of the REITs/InvITs has not been appointed as a debenture Trustee to such issue of debt securities;
6. We hereby confirm that the secured debt securities issued by the REITs/InvITs is secured by the creation of a charge on the assets of the REITs/InvITs or holding Company or SPV having a value which is sufficient for the repayment of the amount of such debt securities;
7. We hereby confirm that post listing of debt securities, we will comply with the post listing requirements as provided in SEBI (Infrastructure Investment Trust) Regulations, 2014, SEBI (Real Estate Investment Trust) Regulations, 2014, SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 and circulars issued thereunder including SEBI circular no. SEBI/HO/DDHS/CIR/P/2018/71 dated April 13, 2018;
8. Debt securities to be issued will be in Demat form only.”
Yours faithfully,
(Name and Designation)
Date:
Annexure VII
(On the letterhead of issuer)
To
BSE Ltd
P.J. Towers, Dalal Street Fort
Mumbai 400001
Dear Sir/Madam,
Subject: In-principle Approval for listing of Non-Convertible Debt Securities (NCDs)/Non-Convertible Redeemable Preference Shares (NCRCPS)/ Perpetual Debt Instruments (PDIs)/ Perpetual Non-Cumulative Preference Shares (PNCPS)/ Structured or Market linked securities (MLDs) to be issued on private placement basis coming for existing issuer of debt securities.
We hereby, confirm that the Articles of Association of the Company shall be amended on or before September 30, 2023 in terms of Regulation 23 (6) of SEBI (Issue And Listing Of Non-Convertible Securities) Regulations, 2021 as amended from time to time and subsequent clarifications/amendments issued thereto.
OR
We hereby, confirm that we have complied with Regulation 23 (6) of SEBI (Issue And Listing Of Non-Convertible Securities) Regulations, 2021 as amended from time to time and subsequent clarifications/amendments issued thereto.
Yours faithfully,
(Name and Designation)
Note: Strike off whichever clause is not applicable and indicate the reasons for non-applicability.
Annexure VIII
(On the letterhead of issuer)
To
BSE Ltd
P.J. Towers, Dalal Street Fort
Mumbai 400001
Dear Sir/Madam,
Subject: In-principle Approval for listing of Non-Convertible Debt Securities (NCDs)/Non-Convertible Redeemable Preference Shares (NCRCPS)/ Perpetual Debt Instruments (PDIs)/ Perpetual Non-Cumulative Preference Shares (PNCPS)/ Structured or Market linked securities (MLDs) to be issued on private placement basis coming for the first time issuance of debt securities.
We hereby, confirm that the Articles of Association of the Company shall be amended within a period of six months from the date of listing of debt securities in terms of Regulation 23 (6) of SEBI (ISSUE AND LISTING OF NON-CONVERTIBLE SECURITIES) REGULATIONS, 2021 as amended from time to time and subsequent clarifications/amendments issued thereto.
OR
We hereby, confirm that we have complied with Regulation 23 (6) of SEBI (ISSUE AND LISTING OF NON-CONVERTIBLE SECURITIES) REGULATIONS, 2021 as amended from time to time and subsequent clarifications/amendments issued thereto.
Yours faithfully,
(Name and Designation)
Note: Strike off whichever clause is not applicable and indicate the reasons for non-applicability.
Checklist of Documents to be submitted for listing of Non-Convertible Debt Securities (NCDs)/Non-Convertible Redeemable Preference Shares (NCRCPS)/ Perpetual Debt Instruments (PDIs)/ Perpetual Non-Cumulative Preference Shares (PNCPS)/ Structured of Market Linked debt securities (MLDs) issued on private placement basis
(Application to be uploaded on BSE Listing Centre)
Important Note:
Special attention is drawn towards compliance with Chapter XV of SEBI Circular No SEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021 and BSE Circular No 20210519-29 dated May 19, 2021. Accordingly, Issuers of privately placed debt securities in terms of SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 for whom accessing the electronic book platform (EBP) is not mandatory, shall upload details of the issue with any one of the EBPs within one working day of such issuance. (Please also refer point no. 24 of the checklist.)
As per SEBI directives, the issuers are requested to ensure that all the disclosures as per the regulatory requirement are included in the offer document itself and no reference of a separate document is given for same.
The details can be uploaded using the following link:
https://bond.bseindia.com/Issuer_Registration.aspx
For further queries, please drop an e-mail on bse.bond@bseindia.com
| Sr. No. | Documents to be uploaded on the Listing Centre |
| 1. | Listing Application as per Annexure IA |
| 2. | Letter of Application as per Annexure IB |
| 3. | Listing Agreement (only for the first time Listing with BSE)
(2 Original hard copies on Rs.500/- Stamp paper each to be submitted in case the company is applying for listing for the first time on BSE) |
| 4. | Certified true copy of Final Placement Memorandum/ Disclosure Document as per SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 – Third Amendment) dated December 11, 2024 with the following documents attached in a Zip folder:
i. GID & KID ii. Financial statements and auditor’s report which shall not be older than 6 months iii. Debenture Trustee Agreement |
| 5. | Approval by the Board of Directors / Committee/ Authorised persons of allotment of securities along with List of allottees to be provided in an excel sheet Annexure IC |
| 6. | Certified copy of credit confirmation letter issued by Depositories a. NSDL &/or CDSL confirming credit of securities in respective ISIN b. ISIN Activation letter from both the depositories |
| 7. | Certified copy of the Executed Debenture Trust Deed (Applicable for secured as well as unsecured debentures) |
| 8. | Due diligence certificate from debenture trustee as per Annexure B of SEBI Circular No. SEBI/HO/MIRSD/CRADT/CIR/P/2020/218 dated November 03, 2020 and any amendments thereto (Applicable for secured as well as unsecured debentures)
(For Unsecured debentures, kindly write N.A. wherever the relevant or strike-off wherever partially applicable) |
| 9. | An Undertaking from the Trustee that the Due Diligence Certificate as per Annexure A and B of SEBI circular SEBI/HO/MIRSD/CRADT/CIR/P/2020/218 dated November 03, 2020 are valid for the allotment dated dd/mm/yyyy under ISIN______ |
| 10. | Confirmation from the Debenture Trustee that they are in possession of the contact details and email id of the investors |
| 11. | If BSE is the Designated Stock Exchange, Recovery Expenses Fund, as applicable, in terms of SEBI Circular No. SEBI/HO/MIRSD/CRADT/CIR/P/2020/207 dated October 22, 2020 |
| 12. | Copy of In- principal approval of other Exchange where the securities are proposed to be listed |
| 13. | Confirmation for authentication on SEBI for SCORES |
| 14. | Email confirmation from ARCL for contribution towards settlement guarantee fund as per SEBI Circular SEBI/HO/DDHS/DDHS-RACPOD1/CIR/P/2023/56 dated April 13, 2023 (If applicable) |
| 15. | Confirmation from Merchant Banker as per Annexure II |
| 16. | Confirmation from issuer as per Annexure III (applicable to all applications for all type of issues) |
| 17. | Undertaking as per Annexure IV – if there is delay in Listing/Delay in Filing of Application |
| 18. | Undertaking as per Annexure V |
| 19. | Creation of Recovery Expense Fund (As per Guidance Note) |
| 20. | Undertaking from issuer w.r.t. creation of Recovery Expense Fund if BSE is not the Designated Stock Exchange as per Annexure VI |
| 21. | Additional Confirmation from issuer for amendment in AoA as per Annexure VII (applicable for all issuers) |
| 22. | Additional Confirmation in case of issue of green debt securities on private placement basis as per Annexure VIII |
| 23. | Additional Confirmation in case of issue of PDIs/ PNCPS/PCPS/RNCPS/RCPS as per Annexure IX |
| 24. | Additional Confirmation in case of issue of Structure/ Market Linked Debt Instruments (MLDs) as per Annexure X along with Networth Certificate from Statutory Auditor/PCA/PCS |
| 25. | Details of compliance with Chapter XV of SEBI Circular No SEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021 to be submitted by issuers of non-convertible securities on private placement basis and for whom accessing the EBP platform is not mandatory as per |
| 26. | Issue Details as per Annexure XI (not applicable for PPDI) |
| 27. | Additional Confirmation from REIT and INVIT as per Annexure XII |
| 28. | Regulatory fees as per Schedule VI of SEBI (Issue and Listing of Non-Convertible Instruments) Regulations, 2021 |
Confirmations/Information to be provided on the Listing Centre
| Sr. No. | Particulars |
| 1. | Confirmation from the Issuer as per Annexure II |
| 4. | Details of further listing /processing fee remitted as per fees schedule |
Note – Issuers are required to submit the listing application, complete and correct in all respects, to the Exchange on BSE Listing portal by 12 p.m., to receive approval from the Exchange on the same working day.
Fees schedule for Listing of Privately Placed Debt Instruments
| Particulars | Amount* |
| Initial Listing Fees | Rs.20,000/- |
| Processing fees
(Applicable only to Private Companies) |
Rs.4,500/- per ISIN
(If the parent company is a public limited company or a listed entity – Rs.2500/- per ISIN) |
| Annual Listing Fees Chargeable – Issue Size Per ISIN |
Annual Listing Fees (Amount in Rupees)* |
| Up to Rs.100 crore | Rs.70,000 |
| Above Rs.100 crore and up to Rs.200 crores | Rs.90,000 |
| Above Rs.200 crores and up to Rs.300 crores | Rs.120,000 |
| Above Rs.300 crores and up to Rs.400 crores | Rs.150,000 |
| Above Rs.400 crores and up to Rs.500 crores | Rs.250,000 |
| Above Rs.500 Crores | Rs.250,000 plus an additional listing fee of Rs.1,000/- for every increase of Rs.1 crore or part thereof above the issue size of Rs.500 crores. subject to a maximum of Rs.10 lakhs |
| The annual listing fee payable by an Issuer shall be a maximum of Rs.10 lakhs | |
| * Plus Applicable Taxes | |
| The revised fee shall be applicable on the incremental debt securities to be listed on and after November 01, 2023, and to the existing Capital. | |
The regulatory fees of Rs.5000/- + Applicable GST as per the Securities Exchange Board of India (Payment of Fees) (Amendment) Regulations, 2014 shall also be payable in favour of ‘BSE Limited’. (Excluding GST as per SEBI Circular dated July 18, 2022)
FORMAT OF APPLICATION TO BE SUBMITTED BY THE COMPANY ON ITS LETTERHEAD.
Date:
The Chief General Manager
Listing Operations,
BSE Limited,
20th Floor, P. J. Towers,
Dalal Street, Fort,
Mumbai – 400 001.
Dear Sir,
Sub: Application for listing of privately placed “Non-Convertible Securities”
We hereby apply for listing and trading permission of ____________ (Quantity) Non Convertible securities issued and allotted by the Board of Director of the Company at their meeting held on ________(date) on private placement basis in accordance with the provisions specified under SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021.
1. We enclose herewith the documents as per your checklist.
2. Details of further listing /processing fee remitted:
| Particulars | Listing fee | Processing fee | SEBI fee |
| Base fees | |||
| GST@ 18% | NA
|
||
| Fee (including tax) | |||
| TDS, if any | |||
| Net amount remitted after TDS | |||
| Transaction reference number | |||
| Date of Payment |
3. In case of any queries / clarifications the under-mentioned official may be contacted:
| Contact Details | |
| Name & Designation of Contact Person | |
| Telephone Nos. (landline & mobile) | |
| Email – id | |
I / We hereby confirm that the information provided in the application and enclosures is true, correct and complete. We also hereby confirm that all relevant and material facts relating to the above issue have been disclosed by us.
Thanking you,
Yours faithfully,
(Managing Director/ Company Secretary)
Encl: a/a
ANNEXURE IB
LETTER OF APPLICATION
From
Date
To,
BSE Limited,
P. J. Towers, Dalal Street
Mumbai – 400001
Dear Sir,
In conformity with the listing requirements of the Stock Exchange, we hereby apply for admission of the following securities of the Company to dealings on the Exchange:
1)______________________________________________________
2)______________________________________________________
3)______________________________________________________
The securities are not/are identical * in all respect and are not/are identical * in all respects with the existing securities admitted to dealing on the Exchange.
The securities will become identical with the existing securities admitted to dealing on the Exchange in all respects on ________________________________________ and the documents of title will be enfaced with a note to this effect.
+ The securities mentioned at () above are proposed to be issued by Prospectus/Offer for Sale/Circular (conversion, exchange, rights, open offer, capitalization of reserves)/Placing, full particulars of which are given in the statement sent herewith (together with the reasons for the procedure when a placing is intended).
+ It is intended to make an Offer for Sale/a Placing of the securities mentioned at () above which have been already issued. We enclose a statement giving full particulars of when, how and to whom the securities were issued and full details of the proposed Offer for Sale/Placing (together with the reasons for the procedure when a Placing is intended.)
We undertake to send + the listing Application and the Distribution Schedules, duly completed. We also forward the documents (or drafts thereof) as per list attached and undertake to furnish such additional information and documents as may be required.
We further undertake to submit to the Exchange a copy of the Acknowledgement Card or letter indicating the observation on draft prospectus/letter of offer/offer document by SEBI; and a certificate from a Merchant Banker acting as a lead manager to the issue reporting positive compliance by our company of the requirements on disclosure and investor protection issued by SEBI.
We understand that in the event of our failure to submit the above documents or withdrawal of Acknowledgement Card by SEBI, we shall be liable to refund the subscription money to the investors immediately”.
We undertake to be bound by all requirements, terms and provisions and as contained in the Rules, Bye-Laws and Regulations of your Exchange.
Yours faithfully,
(Managing Director/ Company Secretary)
Annexure IC (to be provided in excel sheet)
List of Allottees
| ISIN No: | ||||
| Sr. No | Name | No. of securities Allocated | Contact Detail | Email ID |
Annexure II
(On the letterhead of Merchant Banker)
The Issuer shall ensure compliance of SEBI circular SEBI/HO/DDHS-PoD-1/P/CIR/2024/94 dated July 03, 2024 and provide the following details:
I. Copy of SEBI Registration certificate for Merchant Banker appointed as Lead Manager.
II. Undertaking from Lead Manager Banker:
(A) “We hereby confirm that the Company is eligible and in compliance with SEBI (Issue And Listing Of Non-Convertible Securities) Regulations, 2021 as amended from time to time, to make the Public Issue”
(B) “We hereby confirm that the issuer or any of its promoters or directors are not declared as ‘Fraudulent Borrower’ by the lending banks or financial institution or consortium, in terms of RBI master circular dated July 01, 2016”
(C) name if merchant banker> is not an associate of the issuer as provided under the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992
(Note: In case the lead manager is an associate of the issuer, it shall disclose itself as an associate of the issuer and its role shall be limited to marketing of the issue. Such lead manager shall not issue any due diligence certificate, in relation to the issue of such debt securities and/or non-convertible redeemable preference shares)
As per Regulation 12 read with Schedule II of SEBI (Merchant Bankers) Regulations, 1992, requires Merchant Banker who have been granted a Certificate of Registration, to keep its registration in force, shall pay a fee of nine lakh rupees every three years from 6th year, from the date of grant of Certificate of Registration.
Accordingly, kindly confirm whether the renewal fees (if due) has been paid duly. Kindly provide the details in the format given below:
| Name of the Merchant Banker | Registration no | Date of Registration with SEBI | Date of last payment made | Block for which the last payment is made | Next due date for the payment of renewal fee |
Yours faithfully,
(Name and Designation)
Date:
Annexure III
Confirmation to be given (Confirm / Not Applicable) by the Issuers in listing centre only
I, (Managing Director/ Company Secretary/ Authorized Signatory (name and designation) of the company hereby certify that:
1. The issuer is an eligible issuer in terms of SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 read with SEBI Circular No SEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021as amended from time to time (confirm / Not Applicable)
2. The Issuer has complied with all the provisions of SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 read with SEBI Circular No SEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021 as amended from time to time and further the company has also complied with all the legal and statutory requirements as well as The Companies Act, 2013, rules made there under (confirm / Not Applicable)
3. the documents filed by the company with the Exchange are same/ identical in all respect which have been filed by the company with Registrar of Companies/ SEBI/ Reserve Bank of India/ FIPB in respect of the allotment of these securities issued on a private placement basis (confirm / Not Applicable)
4. none of the allottee have been debarred from accessing the capital market or have been restrained by any regulatory authority from directly or indirectly acquiring the said securities (confirm / Not Applicable)
5. there is no restraint on the issuer by any regulatory authority from raising, issuing and allotting the capital or altering its capital structure in any manner and the Issuer has obtained necessary approvals from the Ministry of Finance/RBI/any other authority, if applicable, for issuance of the captioned non convertible securities and utilization of funds; (confirm / Not Applicable)
6. The Issuer has received full Application/ Allotment Monies from the applicants prior to allotment (confirm / Not Applicable)
7. The Issuer has allotted the non convertible instruments in dematerialized form (confirm / Not Applicable)
8. The Issuer has raised the amount through issue of non convertible instrument, within the borrowing limits authorized by the shareholders/ Board of Directors (confirm / Not Applicable)
9. The Issuer has maintained 100% asset cover to sufficient to discharge the principal amount at all times for the debt securities issued as required as per regulation 54 of Securities and Exchange Board Of India (Listing Obligations And Disclosure Requirements) Regulations, 2015(confirm / Not Applicable)
10. The Issuer has made the Offer to less than two hundred persons in the aggregate in a financial year, and has complied with the provisions of Section 42 of the Companies Act, 2013 and rules made thereunder (confirm / Not Applicable)
11. The Issuer has issued the non convertible instruments with the day count convention as ‘Actual/ Actual’(confirm / Not Applicable)
12. The Offer Document contains all the disclosures as required under SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 read with SEBI Circular No SEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021 as amended from time to time (confirm / Not Applicable)
13. The Offer Document contains undertaking stating that the assets on which charge is created are free from any encumbrances and in cases where the assets are already charged to secure a debt, the permission or consent to create a second or pari-passu charge on the assets of the issuer has been obtained from the earlier creditor. (Confirm/ Not Applicable)
14. The Issuer has created a recovery expense fund in the manner as specified by SEBI from time to time. (Confirm/ Not Applicable)
15. the Issuer has executed necessary documents for the creation of the charge, where applicable, including the Trust Deed (details given below), within the time frame prescribed in the relevant regulations/act/rules etc. and submitted the certified true copy to the Exchange:
| Particulars | Amount (Rs. in lakhs) | Date
|
| Total Amount for which the trust deed is executed alongwith the date of execution and date of submission to the Exchange | ||
| Less: Amount Utilized earlier alongwith dates | ||
| Less: Current Issuance Amount | ||
| Balance Amount unutilized |
16. The Issuer shall submit the Debenture Trust Deed on its execution (confirm / Not Applicable)
17. The Issuer has obtained consent from the prior creditor for a second or pari passu charge being created, where applicable, in favour of the trustees to the proposed issue;
18. The Issuer confirms that all offer or invitation made earlier in respect to any other kind of securities has been completed or that offer, or invitation has been withdrawn or abandoned (confirm / Not Applicable)
19. The face value of each debt security or non-convertible redeemable preference share issued on private placement basis is Rs. One lakh (confirm / Not Applicable) (Kindly provide reason if otherwise)
20. The face value of each security mentioned under Chapter V of SEBI NCS Regulations, 2021 and Chapter 13 of this operational circular is Rs. One crore (confirm / Not Applicable)
21. The face value of the listed debt security and non-convertible redeemable preference share issued on private placement basis traded on a stock exchange is Rs. One lakh (confirm / Not Applicable) (Kindly provide reason if otherwise)
22. The face value of listed security mentioned under Chapter V of SEBI NCS Regulations, 2021 and Chapter 13 of this operational circular traded on a stock exchange is Rs. One crore(confirm / Not Applicable)
23. The trading lot is equal to face value(confirm / Not Applicable)
24. The Issuer or its promoters or whole-time directors are not in violation of the provisions of Regulation 24 of the SEBI Delisting Regulations, 2009 (confirm / Not Applicable)
25. The Issuer, its promoters, its directors are not in violation of the restrictions imposed by SEBI under SEBI circular no. SEBI/HO/ MRD/DSA/CIR/P/2017/92 dated August 01, 2017 (confirm / Not Applicable)
26. The Issuer is in compliance with Chapter VI of on ‘Electronic book provider platform” of SEBI Circular No SEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021 and any such amendment made by SEBI in this regard from time to time for issuance of non convertible securities on private placement basis’ (confirm / Not Applicable)
27. The Issuer is in compliance with Chapter VIII on “Specifications related to International Securities Identification Number (ISINs) for debt securities” of SEBI Circular No SEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021 and any such amendment made by SEBI in this regard from time to time (confirm / Not Applicable)
28. the payment to be received for subscription to securities has been received from the bank account of the person subscribing to such securities (confirm / Not Applicable) or Copy Statutory Auditors Certificate certifying the same
29. Issuer is in compliance with Chapter XV of SEBI Circular No SEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021.
30. the Issuer is not a non-compliant entity and no fine or penalties levied by the Board /Stock Exchanges are pending to be paid by the issuer at the time of filing the offer document
31. the Draft Disclosure Document contains all the disclosures as required under SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021, SEBI circular no. SEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021 and other applicable SEBI & Exchange Circulars/Guidelines, Companies Act, 2013 and the rules made thereunder and other applicable laws in this regard, as amended from time to time;
32. the captioned issue is a subsequent issue made under General Information Document, the Issuer has, in terms of (Issue and Listing of Non-Convertible Securities) Regulations, 2021, submitted updated disclosure document/Key Information Document to the Exchange, inter-alia containing details of the private placement and material changes, if any, in the information provided in General Information Document.
33. the cumulative amount issued till date under the General Information Document along with the total issue size and dates of fund raising:
| Particulars | Amount (Rs. in lakhs) | Date |
| Total Issue Size/ Total Amount offered under the Offer Document concerning this issue | ||
| (-) Amount Utilized Earlier alongwith dates | ||
| (-) Current Issuance Amount | ||
| Balance Amount Unutilized |
34. the captioned NCDs re-issued shall rank pari passu with the existing NCDs under the said ISIN
35. Confirmation of signing with both the depositories
36. Confirming that all the definitions are disclosed correctly in the Offer Document & Placement Memorandum to be issued.
Yours faithfully,
(Name and Designation
Annexure IV- (to be provided on letterhead of the Company)
To
BSE Limited
PJ Towers, Dalal Street
Mumbai
Sub: Delay in Listing of privately placed securities beyond the timelines specified in Chapter VII of SEBI Circular No SEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021
We hereby confirm the delay in filing the listing application and submission of documentation(s) for the below mentioned securities issued on privately placement basis beyond the timelines as specified in Chapter VII of SEBI Circular No SEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021:
| Date of Allotment | Number of Debentures | ISIN(s) |
We understand that the para 5 of Chapter VII of SEBI Circular No SEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021states:
“5. In case of delay in listing of securities issued on privately placement basis is beyond the timelines specified above, the issuer shall;
5.1. pay penal interest of 1% p.a. over the coupon rate for the period of delay to the investor (i.e. from date of allotment to the date of listing); and
5.2. be permitted to utilise the issue proceeds of its subsequent two privately placed issuances of securities only after receiving final listing approval from Stock Exchanges.”
In view of this, I___________________________________________(name and designation of the signing authority) of the _______________________ (Name of the Issuing entity) hereby undertake that we will comply with the requirements as stated under para 5 of Chapter VII of SEBI Circular No SEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021 and ensure compliance with the requirements.
Further to our undertaking, we hereby confirm that:
1. We shall ensure compliance with the above mentioned requirements as stated under para 5 of Chapter VII of SEBI Circular No SEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021 and shall submit a confirmation to the Stock Exchange regarding compliance with such requirements within 5 working days of listing.
2. If issuer fails to comply with said requirements and/or submit confirmation of compliance within the above-mentioned prescribed time, the Exchange reserves the right to suspend the trading in the said security.
3. We have informed the debenture holders vide our mail dated__________.
Signature
Name and Designation of the Authorized Signatory
Date:
Annexure V- (to be provided on letterhead of the Company)
To
BSE Limited,
PJ Towers, Dalal Street,
Mumbai.
Sub: Compliance / Non-Compliance with the timelines specified in Chapter VII of SEBI Circular No SEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021
We hereby confirm that, for all non convertible securities issued post December 1, 2020, the Company has been in compliance with the timelines specified in Chapter VII of SEBI Circular No SEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021
OR
Following are the details for issuances which were/are not in compliance with the timelines specified in SEBI Circular SEBI/HO/DDHS/DDHS_Div1/P/CIR/2022/167dated November 30, 2022:
| Sr.No. | Date of allotment | ISIN | Date of listing | Delay in listing beyond T+ 3 days (number of days) | Date of subsequent two privately placed issuances of securities | Date of listing of subsequent two privately placed issuances of securities | Date of utilization of issue proceeds for subsequent two privately placed issuances of securities |
Signature
Name and Designation of the Authorized Signatory
Date:
Annexure VI- (to be provided on letterhead of the Company)
To
BSE Limited
PJ Towers, Dalal Street
Mumbai
We hereby declare that we have Designated ____ (Name of the Stock Exchange) as per SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021. We have created the Recovery Expense Fund with the Designated Stock Exchange by_______ (Mode of Payment of REF)
Signature
Name and Designation of the Authorized Signatory
Date:
Annexure VII
(On the letterhead of issuer)
To
BSE Ltd
P.J. Towers, Dalal Street Fort
Mumbai 400001
Dear Sir/Madam,
Subject: In-principle Approval for listing of Non-Convertible Debt Securities (NCDs)/Non-Convertible Redeemable Preference Shares (NCRCPS)/ Perpetual Debt Instruments (PDIs)/ Perpetual Non-Cumulative Preference Shares (PNCPS)/ Structured or Market linked securities (MLDs) to be issued on private placement basis coming for existing issuer of debt securities.
We hereby, confirm that the Articles of Association of the Company shall be amended on or before September 30, 2023 in terms of Regulation 23 (6) of SEBI (Issue And Listing Of Non-Convertible Securities) Regulations, 2021 as amended from time to time and subsequent clarifications/amendments issued thereto.
OR
We hereby, confirm that we have complied with Regulation 23 (6) of SEBI (Issue And Listing Of Non-Convertible Securities) Regulations, 2021 as amended from time to time and subsequent clarifications/amendments issued thereto.
Yours faithfully,
(Name and Designation)
Note: Strike off whichever clause is not applicable and indicate the reasons for non-applicability.
Annexure VIII
(Applicable in case of green debt securities in terms of SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 read with SEBI Circular No SEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021)
To,
BSE Ltd,
P.J. Towers, Dalal Street. Fort,
Mumbai 400001
Dear Sir/Madam,
Sub: Listing approval for green debt securities issued on private placement basis amounting to INR ________ Cr.
We hereby, confirm the following:
1. The Issuer shall maintain a decision-making process which it uses to determine the continuing eligibility of the project(s) and/ or asset(s) which includes without limitation statement on the environmental objectives of the green debt securities and a process to determine whether the project(s) and/ or asset(s) meet the eligibility requirements
2. The Issuer shall ensure that all project(s) and/or asset(s) funded by the proceeds of green debt securities, meet the documented objectives of green debt securities
3. The Issuer will utilise the proceeds only for the stated purpose, as disclosed in the offer document
4. Additional disclosures as required under Chapter IX of SEBI Circular No SEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021 have been made in the Disclosure Document/ Placement Memorandum.
5. Issuer shall provide additional disclosures along with the Annual Report as required under Chapter IX of SEBI Circular No SEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021
Yours faithfully,
(Name and Designation)
Date:
Annexure IX
(Applicable in case of PDIs/ PNCPS/ PCPS/ RNCPS/ RCPS, debt instruments and instruments of similar nature which are essentially non-equity regulatory instruments, forming part of a bank’s or NBFC’s capital, issued as per RBI stipulations and listed in terms of Chapter V of SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 read with SEBI Circular No SEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021)
To,
BSE Ltd,
P.J. Towers, Dalal Street. Fort,
Mumbai 400001
Dear Sir/Madam,
Sub: Listing Approval for PDIs/ PNCPS/ PCPS/ RNCPS/ RCPS, debt instruments and instruments of similar nature which are essentially non-equity regulatory instruments, forming part of a bank’s or NBFC’s capital, issued as per RBI stipulations to be issued on private placement basis amounting to INR ________ Cr.
We hereby, confirm the following:
a) The offer/ invitation to subscribe PDIs/ PNCPS/ PCPS/ RNCPS/ RCPS has been made to QIBs only.
b) Allotment of PDIs/ PNCPS/ PCPS/ RNCPS/ RCPS has been made only to QIBs
c) The face value of above mentioned PDIs/ PNCPS/ PCPS/ RNCPS/ RCPS is Rs. 1 crore as per Chapter V of Circular No SEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021
d) The trading lot of above mentioned PDIs/ PNCPS/ PCPS/ RNCPS/ RCPS is Rs 1 crore as per Chapter V of Circular No SEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021
e) Additional disclosures as required under Chapter XIII of SEBI Circular No SEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021 have been made in the Disclosure Document/ Placement Memorandum
Yours faithfully,
(Name and Designation)
Date:
Annexure X
(Applicable in case of structured debt securities/ market linked debt securities in terms of SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 read with SEBI Circular No SEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021)
To,
BSE Ltd,
P.J. Towers, Dalal Street. Fort,
Mumbai 400001
Dear Sir/Madam,
Sub: Listing approval for listing of structured debt securities/ market linked debt securities to be issued on private placement basis amounting to INR ________ Cr.
We hereby, confirm the following:
1. At the time of issue the networth of the issur is Rs. ______ crores which is equal to or more than Rs. 100 crores as required under Chapter X of SEBI Circular No SEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021
2. The above mentioned issuance of debt securities is in compliance with para 2.1 of Chapter X of SEBI Circular No SEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021.
3. Additional disclosures as required under Chapter X of SEBI Circular No SEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021 have been made in the Disclosure Document/ Placement Memorandum.
4. The Issuer has appointed M/s _________________ as a third party valuation agency which is an AMFI appointed valuation agency
5. The Issuer will disseminate the valuation provided by the third party valuation agency on its website, at least once a week.
6. The Issuer undertakes to provide the value to any investor whenever asked for it.
7. The Issuer undertakes that at no point in time, the investor shall be charged for services w.r.t. valuation
8. The cost incurred for valuation has been disclosed in the Offer Document.
Yours faithfully,
(Name and Designation)
Date:
ANNEXURE X (not applicable for PPDI)
| ISSUE DETAILS (To be filled separately for each ISIN) | |||
| Sr No. | Particulars | ||
| 1. | Name of the company | ||
| 2. | ISIN | ||
| 3. | Copy of BOD Resolution proposing issue of NCRPS | DD-MM-YYYY | Amt. to be raised (Rs. in crores) |
| 4. | Copy of Notice sent to the Shareholders | ||
| 5. | Copy of shareholders resolution | DD-MM-YYYY | Amt. to be raised
(Rs. in crores) |
| 6. | Copy of BOD Resolution for allotment | DD-MM-YYYY | Amt raised
(Rs. in crores) |
| 7. | Number of NCRPS issued | ||
| 8. | Distinctive Numbers of NCRPS | ||
| 9. | Face value per NCRPS | ||
| 10. | Paid up value of NCRPS | ||
| 11. | Issue Price | ||
| 12. | Authorized Capital – Pre-allotment
Equity
Preference |
Rs.________
Rs.___ divided into _______ equity shares of Rs._ each Rs.____ divided into ______ equity shares of Rs.___each |
|
| 13. | Issued and Paid up capital – Post allotment
Equity
Preference |
Rs.________
Rs.___ divided into _______ equity shares of Rs._ each Rs.____ divided into ______ equity shares of Rs.___each |
|
| 14. | Rate of Dividend | ||
| 15. | Dividend frequency | ||
| 16. | Dividend payment dates | ||
| 17. | Cumulative / Non-Cumulative | ||
| 18. | Tenure | ||
| 19. | Redemption Date | DD-MM-YYYY | |
| 20. | Redemption Amount | ||
| 21. | Redemption Premium/ discount, if any | ||
| 22. | Credit Ratings
|
1)XYZ – valid up to _____(date)
2) ABC – valid up to _____(date) |
|
| 23. | Latest date of Credit Rating Assigned/Modified
(DD-MM-YYYY) |
||
| 24. | Lead Manager/Arrangers | ||
| 25. | Register and Transfer Agent | ||
__________________________
Managing Director/ Company Secretary
Date:
Annexure XI
Format of the confirmation to be submitted by the Managing Director/ Company Secretary of the investment manager on the letter head:
To,
Chief General Manager,
Listing Operation,
BSE Limited,
P.J. Towers, Dalal Street,
Mumbai – 400 001.
Dear Sir,
Sub: Application for listing of ___________ (Quantity & Type of Securities) issued on private placement basis in terms of SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 read with SEBI (Infrastructure Investment Trust) Regulations, 2014 / SEBI (Real Estate Investment Trust) Regulations, 2014 as amended from time to time
I, (Managing Director/ Company Secretary) of the <name of Investment manager company> hereby certify that for the issuance of said debt securities <name of the trust>:
a) Issuer has complied with all the provisions of SEBI (Infrastructure Investment Trusts)/ Regulations, 2014/SEBI (Real Estate Investment Trusts) 2014 and circular issued thereunder,
b) We hereby Confirm that neither the REITS/InvITs, its sponsor or Investment Manager or the trustees or Board of directors/Governing Body of the Sponsor, REITs/InvITs or Investment Manager as the case may be is restrained or prohibited or debarred by the Board from accessing the securities market or dealing in securities; (Confirm/ Not Applicable)
c) “We hereby confirm that the REITs/InvITs or its Sponsor or Investment Manager are not in violation of the provisions of Regulation 34 of the SEBI Delisting Regulations, 2021.” (Confirm/ Not Applicable)
d) We hereby confirm that neither the REITS/InvITs, its sponsor or Investment Manager or promoters/trustees or Board of directors /Governing Body of the Sponsor, REITs/InvITs or Investment Manager as the case may be is in violation of the restrictions imposed by SEBI under SEBI circular no. SEBI/HO/ MRD/DSA/CIR/P/2017/92 dated August 01, 2017.” (Confirm/ Not Applicable)
____________________________
Managing Director/ Company Secretary of Investment Manager
Date:
