Updated Operational Circular for listing obligations and disclosure requirements for Non-convertible Securities, Securitized Debt Instruments and/ or Commercial Paper – Modifications in Chapter IV and Introduction of Chapter XII on Scheme(s) of Arrangement by entities who have listed their NCDs/ NCRPS
The document, verbatim
Page 1 of 89
OPERATIONAL CIRCULAR
SEBI/HO/DDHS/DDHS_Div1/P/CIR/2022/0000000103
July 29, 2022
(updated as on December 01, 2022)
To,
Issuers who have listed Non-convertible Securities, Securitized Debt Instruments
and/ or Commercial Paper;1
All Recognised Stock Exchanges
Madam/ Sir,
Sub: Operational Circular for listing obligations and disclosure requirements for
Non-convertible Securities, Securitized Debt Instruments and/ or Commercial
Paper
1. Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (‘Listing Regulations’), prescribes the continuous
disclosure requirements for issuers of listed Non-convertible Securities, Securitized
Debt Instruments and Commercial Paper. Multiple circulars have been issued, over
the years, covering the operational and procedural aspects thereof.
2. For effective regulation of the corporate bond market and to enable the issuers and
other market stakeholders to get access to all the applicable circulars at one place,
this Operational Circular has been prepared.
3. This Operational Circular is a compilation of the relevant existing circulars, with
consequent changes. The stipulations contained in these circulars have been detailed
chapter-wise in this operational circular. For ease of reference, each chapter of this
operational circular contains footnotes corresponding to the respective erstwhile
circulars. Accordingly, the circulars listed at Annex - 1 stand superseded by this
Operational Circular2.
4. Additionally, format for submission of statement indicating the utilization of issue
proceeds of listed Non-convertible Securities to the Stock Exchange(s), by the listed
entities, as required under regulation 52(7) of the Listing Regulations, has been
included in Chapter IV.
1 The provisions of Chapter VI of this Operational Circular are applicable to all Listed Entities who have
listed their equity and convertibles
2 Except circulars which were issued to ‘all listed entities’, which shall continue to apply to entities that have
listed specified securities.
Page 2 of 89
5. Further, Chapter XI has been included, containing format for review of rating obtained
by the listed entity with respect to its non-convertible securities from Credit Rating
Agency(ies) registered with SEBI, as required under regulation 55 and formats for
submissions to be made by listed entity to the stock exchanges for interest/ dividend/
principal under regulations 57(1), 57(4) and 57(5) of the Listing Regulations.
6. While this circular covers instruments under the NCS Regulations, Chapter X contains
provisions applicable to issue of Securitized Debt Instruments under the SEBI (Issue
and Listing of Securitized Debt Instruments and Security Receipts) Regulations, 2008.
This has been accordingly indicated in the chapter.
7. Recognized Stock Exchanges, Issuers and other stakeholders are directed to:
7.1.
comply with the conditions laid down in this circular;
7.2.
bring the provisions of this circular to the notice of listed entities/ issuers of listed
Non-Convertible Securities, Securitised debt instruments, and/ or Commercial
Paper;
7.3.
disseminate the provisions of the circular on their website;
7.4.
put in place necessary systems and infrastructure for implementation of this
circular;
7.5.
monitor compliance with the provisions of the circular;
7.6.
make consequential changes, if any, to their respective bye-laws; and
7.7.
communicate and create awareness amongst the stakeholders.
8. This Circular is issued in exercise of powers conferred under:
8.1.
Section 11(1) and 11A(2) of Securities and Exchange Board of India Act, 1992;
8.2.
Sections 9 and 21 of Securities Contracts (Regulation) Act, 1956;
8.3.
Rule 19 (7) of Securities Contracts (Regulation) Rules, 1957;
8.4.
Regulation 101 of the Listing Regulations.
9. This circular shall come into force with effect from August 1, 2022.
10. This Circular is available on SEBI website at www.sebi.gov.in under the
category, Legal > Circulars.
Yours faithfully,
Pradeep Ramakrishnan
General Manager
Department of Debt and Hybrid Securities
+91 – 022 2644 9246
pradeepr@sebi.gov.in
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Table of Contents
Chapter I – Formats for filing financial information .......................................................... 4
Chapter II - Formats for Limited Review Report/ Audit Report for issuers of Non-
convertible Securities ...................................................................................................... 8
Chapter III - Disclosure of the Impact of Audit Qualifications by Listed Entities ............ 32
Chapter IV - Format of Statement indicating utilisation and Statement indicating
deviation/ variation in the use of proceeds of issue of listed Non-convertible Securities34
Chapter V - Disclosures by listed entities of defaults on payment of interest/ repayment
of principal amount on loans from banks/ financial institutions and unlisted debt
securities ....................................................................................................................... 36
Chapter VI - Schemes of Arrangement involving NCDs/ NCRPS issued in lieu of
specified securities ........................................................................................................ 39
Chapter VII - Formats specifying disclosure of Corporate Governance by .................... 43
Chapter VIII - Disclosure obligations of listed entities in relation to its Related Party
Transactions .................................................................................................................. 50
Chapter IX - Non-compliance with provisions related to continuous disclosures ........... 54
Chapter X - Format for statements/ reports to be submitted to Stock Exchange(s) by
listed entity which has listed its Securitised Debt Instruments ....................................... 60
Chapter XI – Formats relating to review of rating and payment obligations .................. 73
Chapter XII – Scheme(s) of Arrangement by entities who have listed their NCDs/
NCRPS .......................................................................................................................... 75
Annex – 1 - List of circulars superseded ....................................................................... 88
Glossary ........................................................................................................................ 89
Page 4 of 89
Chapter I – Formats for filing financial information3
[See Regulations 52 and 54 of the Listing Regulations]
Regulations 52(1) and 52(2) of the Listing Regulations mandates listed entities to submit/
disclose financial information (quarterly and annual) to the Stock Exchange(s). Further,
Regulation 52(2)(f) of the Listing Regulations mandates listed entities to submit Statement
of Assets and Liabilities and Statement of Cash Flows, on half yearly basis. This Chapter
provides the relevant formats.
Formats for filing financial information:
1. Formats for Standalone financial results on a quarterly basis and Standalone and
Consolidated financial results on an annual basis (to be submitted to the Stock
Exchanges and placed on listed entity’s website - regulations 52(1) and 52(2) of the
Listing Regulations):
1.1.
Content: Financial results shall contain the items mentioned in the Statement of
Profit and Loss (excluding notes and detailed sub-classification) as prescribed in
Schedule III of the Companies Act, 2013 and the extent and nature of security
created and maintained in case of secured non-convertible debt securities, details
of which are required as per regulation 54(3) of Listing Regulations. The financial
results shall also include line items specified under regulation 52(4) of the Listing
Regulations.
1.2.
Format: The financial results shall be disclosed in the following format4:
Particu
lars
3
months
ended*
Preceding 3
months
ended*
Corresponding
3
months
ended previous
year*
Year to date
figures
for
current
period ended*
Year to date
for previous
year ended*
Previous
year ended*
Audited/
Unaudited**
Audited/
Unaudited**
Audited/
Unaudited**
Audited/
Unaudited**
Audited/
Unaudited**
Audited/
Unaudited**
*(dd/mm/yyyy); **Specify whether figures are audited or unaudited.
2. Format for Statement of Assets and Liabilities on half yearly basis (to be submitted to
Stock Exchange(s) and placed on listed entity’s website - regulation 52(2)(f) of the
Listing Regulations):
2.1.
Content: Statement of Assets and Liabilities shall contain the items mentioned in
the format for Balance sheet (excluding notes and detailed sub-classification), as
prescribed in Schedule III of the Companies Act, 2013.
3 Circular no. SEBI/HO/DDHS/CIR/2021/0000000637 dated October 05, 2021.
4 In case a listed entity did not have quarterly financial results for the four quarters ended September 2020,
December 2020, March 2021 and June 2021, the column on corresponding figures for such quarters will
not be applicable, for the four quarters ended September 2021, December 2021, March 2022 and June
2022.
Page 5 of 89
2.2.
Format: The statement of assets and liabilities shall be in the following format5:
Particulars As at (current half year end/ year
end date)*
As at (previous year end date)*
Audited/ Unaudited**
Audited/ Unaudited**
*(dd/mm/yyyy); **Specify whether figures are audited or unaudited.
3. Format for Statement of Cash Flows on half yearly basis (to be submitted to the
Stock Exchange(s) and placed on listed entity’s website - regulation 52(2)(f) of
the Listing Regulations):
3.1.
Content: The Statement of Cash Flows shall be prepared under the ‘indirect
method’ as prescribed in Accounting Standard-3/ Indian Accounting Standard 7,
mandated under section 133 of the Companies Act, 2013 read with relevant rules
framed thereunder or by the Institute of Chartered Accountants of India, whichever
is applicable.
3.2.
Format: The Statement of Cash Flows shall be in the following format6:
Particulars
As at (Current half year end/
year end date)*
As at (Corresponding half year end/
previous year end date)*
Audited/ Unaudited**
Audited/ Unaudited**
*(dd/mm/yyyy); **Specify whether figures are audited or unaudited.
4. Banking Companies and Insurance Companies shall disclose financial information as
per formats prescribed under the relevant Acts/ Regulations specified by their
respective Regulators.
5. Format for financial results in newspapers: The format of financial results to be
published in newspapers, in terms of regulation 52 (8) of the Listing Regulations, is
prescribed in Annex - I-A.
6. Reasons for delay in disclosure of financial results (to be submitted to Stock
Exchange(s) and placed on listed entity’s website):
6.1. In case of non-submission/ delayed submission of financial results within the
timelines prescribed under regulation 52 of the Listing Regulations, the listed
entity shall disclose detailed reasons for such non-submission/ delay to the
Stock Exchange(s) within one working day of the due date of submission of the
financial results.
5 In case the listed entity did not have Statement of Assets and Liabilities for the half year ended September
2020, the column on corresponding figures will not be applicable, for the half year ended September 2021.
6 In case the listed entity did not have the Cash Flow Statement for the half year ended September 2020,
the column on corresponding figures will not be applicable, for the half year ended September 2021.
Page 6 of 89
6.2. In case the decision to delay the results was taken by the listed entity prior to
the due date, the listed entity shall disclose detailed reasons for such delay to
the Stock Exchange(s) within one working day of such decision.
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Annex - I-A
Format for publishing financial results in newspapers
[Regulation 52(8), read with regulation 52(4) of the Listing Regulations]
Sl.
No. Particulars
Qtr.
ending/
Current
year ended
Corresponding
Qtr.
for
the
previous
year
ended
Previous
year
ended
1.
Total Income from Operations
2.
Net Profit/ (Loss) for the period (before Tax,
Exceptional and/ or Extraordinary items#)
3.
Net Profit/ (Loss) for the period before tax (after
Exceptional and/ or Extraordinary items#)
4.
Net Profit/ (Loss) for the period after tax (after
Exceptional and/ or Extraordinary items#)
5.
Total Comprehensive Income for the period
[Comprising Profit/ (Loss) for the period (after tax)
and Other Comprehensive Income (after tax)]
6.
Paid up Equity Share Capital
7.
Reserves (excluding Revaluation Reserve)
8.
Securities Premium Account
9.
Net worth
10.
Paid up Debt Capital/ Outstanding Debt
11.
Outstanding Redeemable Preference Shares
12.
Debt Equity Ratio
13.
Earnings Per Share (of Rs. ___/- each) (for
continuing and discontinued operations) -
1. Basic:
2. Diluted:
14.
Capital Redemption Reserve
15.
Debenture Redemption Reserve
16.
Debt Service Coverage Ratio
17.
Interest Service Coverage Ratio
# - Exceptional and/ or Extraordinary items adjusted in the Statement of Profit and Loss in accordance with
Ind AS Rules/ AS Rules, whichever is applicable.
Notes:
a) The above is an extract of the detailed format of quarterly/ annual financial results filed with the Stock
Exchange(s) under regulation 52 of the Listing Regulations. The full format of the quarterly/ annual
financial results is available on the websites of the Stock Exchange(s) and the listed entity (URL of the
filings).
b) For the other line items referred in regulation 52(4) of the Listing Regulations, pertinent disclosures
have been made to the Stock Exchange(s) (specify names of Stock Exchanges) and can be accessed
on the URL (specify URL).
c) The impact on net profit/ loss, total comprehensive income or any other relevant financial item(s) due
to change(s) in accounting policies shall be disclosed by means of a footnote.
Page 8 of 89
Chapter II - Formats for Limited Review Report/ Audit Report for issuers of Non-
convertible Securities7
[See Regulation 52 of the Listing Regulations]
Regulations 52(2)(a), 52(2)(d), 52(2)(e) and 52(3)(a) of the Listing Regulations prescribes
the requirement for submission of Limited Review report/ Audit Report. This Chapter
provides the relevant formats.
Formats of Limited Review Report/ Audit Report (to be submitted to the Stock
Exchange(s) and placed on listed entity’s website):
1. The formats for Limited Review Report/ Audit Report on financial information to be
adopted by listed entities other than Insurance companies has been given in
annexures, as under:
Annex
Format
Annex – II-A Limited Review Report for quarterly standalone financial results for entities
other than Banks and NBFCs.
Annex – II-B
Limited Review Report for quarterly standalone financial results for Banks
and NBFCs.
Annex – II-C
Audit Report for quarterly standalone financial results for entities other than
Banks and NBFCs.333
Annex – II-D
Audit Report for quarterly standalone financial results for Banks and
NBFCs.
Annex – II-E
Audit Report for Audited Annual Consolidated Financial Results for entities
other than Banks and NBFCs.
Annex – II-F
Audit Report for Audited Annual Consolidated Financial Results for Banks
and NBFCs.
2. The format for Audit Report for annual audited standalone financial results shall be in
line with the Annex - II-C or II-D, as applicable.
3. Insurance companies shall disclose Limited Review Report/ Audit Report as per the
formats specified by IRDAI.
7 Circular no. SEBI/HO/DDHS/CIR/2021/0000000638 dated October 14, 2021.
Page 9 of 89
Annex - II-A
Quarterly
Illustrative format for the LRR for listed entities other than Banks, NBFCs and
Insurance companies - unaudited standalone quarterly and year to date results
Review report to....................
We have reviewed the accompanying statement of unaudited financial results of
…………………………….. (Name of the Company) for the period ended…………. This
statement is the responsibility of the Company’s Management and has been approved
by the Board of Directors. Our responsibility is to issue a report on these financial
statements based on our review.
We conducted our review of the Statement in accordance with the Standard on Review
Engagements (SRE) 2410 - “Review of Interim Financial Information Performed by the
Independent Auditor of the Entity”, issued by the Institute of Chartered Accountants of
India. This standard requires that we plan and perform the review to obtain moderate
assurance as to whether the financial statements are free of material misstatement. A
review is limited primarily to inquiries of company personnel and analytical procedures
applied to financial data and thus provides less assurance than an audit. We have not
performed an audit and accordingly, we do not express an audit opinion.
Based on our review conducted as above, nothing has come to our attention that causes
us to believe that the accompanying statement of unaudited financial results prepared in
accordance with applicable accounting standards and other recognized accounting
practices and policies has not disclosed the information required to be disclosed in terms
of Regulation 52 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 including the manner in which it is to be disclosed, or that it contains
any material misstatement.
[Insert Emphasis of Matter Paragraph]8
Our conclusion is not modified in respect of this matter.
For XYZ & Co.
Chartered Accountants
Signature
(Name of the member signing the review report)
(Designation)9
(Membership Number)
UDIN
Place of signature:
Date:
8 If applicable, based on facts and circumstances of the engagement.
9 Partner or proprietor, as the case may be.
Page 10 of 89
Annex – II-B
Quarterly
Illustrative format for the Limited Review Report for Banks and NBFCs for
unaudited standalone quarterly and year to date results pursuant to Regulation 52
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
Review report to....................
We have reviewed the accompanying statement of unaudited financial results of ____
(Name of the Bank/ NBFC) for the period ended ____. This statement is the responsibility
of the Bank’s/ NBFC’s Management and has been approved by the Board of Directors.
Our responsibility is to issue a report on these financial statements based on our review.
We conducted our review of the Statement in accordance with the Standard on Review
Engagements (SRE) 2410 - “Review of Interim Financial Information Performed by the
Independent Auditor of the Entity”, issued by the Institute of Chartered Accountants of
India. This standard requires that we plan and perform the review to obtain moderate
assurance as to whether the financial statements are free of material misstatement. A
review is limited primarily to inquiries of company personnel and analytical procedures
applied to financial data and thus provides less assurance than an audit. We have not
performed an audit and accordingly, we do not express an audit opinion.
In the conduct of our Review we have relied on the review reports in respect of non-
performing assets received from concurrent auditors of __ branches, inspection teams of
the bank of ___ branches and other firms of auditors of __ branches specifically
appointed for this purpose. These review reports cover__ percent of the advances
portfolio of the bank. Apart from these review reports, in the conduct of our review, we
have also relied upon various returns received from the branches of the bank.
Based on our review conducted as above, nothing has come to our attention that causes
us to believe that the accompanying statement of unaudited financial results prepared in
accordance with applicable accounting standards and other recognized accounting
practices and policies has not disclosed the information required to be disclosed in terms
of Regulation 52 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, including the manner in which it is to be disclosed, or that it contains
any material misstatement or that it has not been prepared in accordance with the
relevant prudential norms issued by the Reserve Bank of India in respect of income
recognition, asset classification, provisioning and other related matters.
Page 11 of 89
[Insert Emphasis of Matter Paragraph]10
Our conclusion is not modified in respect of this matter.
For XYZ & Co.
Chartered Accountants
Signature
(Name of the member signing the review report)
(Designation)11
(Membership Number)
UDIN
Place of signature:
Date:
10 If applicable, based on facts and circumstances of the engagement.
11 Partner or proprietor, as the case may be.
Page 12 of 89
Annex – II-C
Quarterly
Illustrative format when an Unmodified Opinion is expressed on the Quarterly and
year to date financial results for companies (other than Banks, NBFCs and
Insurance companies)
Illustrative format of Independent Auditor’s Report (Unmodified Opinion) on Audited
Standalone Quarterly Financial Results and year to date results of the Company,
pursuant to Regulation 52 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
INDEPENDENT AUDITOR’S REPORT
TO THE BOARD OF DIRECTORS OF.........................
Report on the audit of the Standalone Financial Results
Opinion
We have audited the accompanying standalone quarterly financial results of ………
(Name of the company) (the company) for the quarter ended …… (date of the quarter
end) and the year to date results for the period from ………… to …………, attached
herewith, being submitted by the company pursuant to the requirement of Regulation 52
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as
amended (‘Listing Regulations’).
In our opinion and to the best of our information and according to the explanations given
to us these standalone financial results:
a. are presented in accordance with the requirements of Regulation 52 of the Listing
Regulations in this regard; and
b. give a true and fair view in conformity with the recognition and measurement principles
laid down in the applicable accounting standards and other accounting principles
generally accepted in India of the net profit/ loss12 and other comprehensive income
and other financial information for the quarter ended …… (date of the quarter end) as
well as the year to date results for the period from … to ……
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specified
under section 143(10) of the Companies Act, 2013 (the Act). Our responsibilities under
those Standards are further described in the Auditor’s Responsibilities for the Audit of the
12 whichever is applicable.
Page 13 of 89
Standalone Financial Results section of our report. We are independent of the Company
in accordance with the Code of Ethics issued by the Institute of Chartered Accountants
of India together with the ethical requirements that are relevant to our audit of the financial
results under the provisions of the Companies Act, 2013 and the Rules thereunder, and
we have fulfilled our other ethical responsibilities in accordance with these requirements
and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our opinion.
[Insert Emphasis of Matter Paragraph]13
Our opinion is not modified in respect of this matter.
Management’s Responsibilities for the Standalone Financial Results
These quarterly financial results as well as the year to date standalone financial results
have been prepared on the basis of the interim financial statements. The Company’s
Board of Directors are responsible for the preparation of these financial results that give
a true and fair view of the net profit/ loss and other comprehensive income and other
financial information in accordance with the recognition and measurement principles laid
down in Indian Accounting Standard 34, ‘Interim Financial Reporting’ prescribed under
Section 133 of the Act read with relevant rules issued thereunder and other accounting
principles generally accepted in India and in compliance with Regulation 52 of the Listing
Regulations. This responsibility also includes maintenance of adequate accounting
records in accordance with the provisions of the Act for safeguarding of the assets of the
Company and for preventing and detecting frauds and other irregularities; selection and
application of appropriate accounting policies; making judgments and estimates that are
reasonable and prudent; and design, implementation and maintenance of adequate
internal financial controls that were operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the preparation and presentation of
the standalone financial results that give a true and fair view and are free from material
misstatement, whether due to fraud or error.
In preparing the standalone financial results, the Board of Directors are responsible for
assessing the Company’s ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going concern basis of
accounting unless the Board of Directors either intends to liquidate the Company or to
cease operations, or has no realistic alternative but to do so.
The Board of Directors are also responsible for overseeing the Company’s financial
reporting process.
Auditor’s Responsibilities for the Audit of the Standalone Financial Results
13 If applicable, based on facts and circumstances of the engagement.
Page 14 of 89
Our objectives are to obtain reasonable assurance about whether the standalone
financial results as a whole are free from material misstatement, whether due to fraud or
error, and to issue an auditor’s report that includes our opinion. Reasonable assurance
is a high level of assurance, but is not a guarantee that an audit conducted in accordance
with SAs will always detect a material misstatement when it exists. Misstatements can
arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken
on the basis of these standalone financial results.
As part of an audit in accordance with SAs, we exercise professional judgment and
maintain professional scepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the standalone financial
results, whether due to fraud or error, design and perform audit procedures responsive
to those risks, and obtain audit evidence that is sufficient and appropriate to provide a
basis for our opinion. The risk of not detecting a material misstatement resulting from
fraud is higher than for one resulting from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the company’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by the Board of Directors.
• Conclude on the appropriateness of the Board of Directors’ use of the going concern
basis of accounting and, based on the audit evidence obtained, whether a material
uncertainty exists related to events or conditions that may cast significant doubt on the
Company’s ability to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our auditor’s report to the
related disclosures in the financial results or, if such disclosures are inadequate, to
modify our opinion. Our conclusions are based on the audit evidence obtained up to
the date of our auditor’s report. However, future events or conditions may cause the
Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the standalone financial
results, including the disclosures, and whether the financial results represent the
underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters,
the planned scope and timing of the audit and significant audit findings, including any
significant deficiencies in internal control that we identify during our audit.
Page 15 of 89
We also provide those charged with governance with a statement that we have complied
with relevant ethical requirements regarding independence, and to communicate with
them all relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.
For XYZ & Co.
Chartered Accountants
(Firm’s Registration No.)
Signature
(Name of the member signing the audit report)
(Designation)14
(Membership Number)
UDIN
Place of Signature:
Date:
14 Partner or proprietor, as the case may be.
Page 16 of 89
Annex – II-D
Quarterly
Illustrative format when an Unmodified Opinion is expressed on the Audited
quarterly and year to date financial results (for Banks/ NBFCs)
Illustrative format of Independent Auditor’s Report (Unmodified Opinion) on Audited
Standalone Quarterly financial results and year to date results of Banks / NBFCs
pursuant to regulation 52 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
INDEPENDENT AUDITOR’S REPORT
TO THE BOARD OF DIRECTORS OF.........................
Report on the Audit of Standalone financial results
Opinion
We have audited the accompanying standalone quarterly financial results of ………
(Name of the Bank/ NBFC) (‘the Bank/ NBFC’) for the quarter ended ………(date of the
quarter end) and the year to date results for the period from ……to …… attached
herewith, being submitted by the Bank pursuant to the requirement of regulation 52 of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as
amended (‘Listing Regulations’), except for the disclosures relating to Pillar 3 disclosure
as at _________, including leverage ratio and liquidity coverage ratio under Basel III
Capital Regulations as have been disclosed on the Bank’s website and in respect of
which a link has been provided in the financial results and have not been audited by us.
In our opinion and to the best of our information and according to the explanations given
to us, these standalone financial results:
a. are presented in accordance with the requirements of regulation 52 of the Listing
Regulations in this regard except for the disclosures relating to Pillar 3 disclosure as
at _________, including leverage ratio and liquidity coverage ratio under Basel III
Capital Regulations as have been disclosed on the Bank's website and in respect of
which a link has been provided in the financial results and have not been audited by
us; and
b. give a true and fair view in conformity with the recognition and measurement
principles laid down in the applicable accounting standards, RBI guidelines and other
accounting principles generally accepted in India of the net profit/ loss15 and other
financial information for the quarter ended …… (date of the quarter end) as well as
the year to date results for the period from …to ………
15 As applicable.
Page 17 of 89
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs), specified
under section 143(10) of the Companies Act, 2013 (‘the Act)/ issued by the Institute of
Chartered Accountants of India16. Our responsibilities under those Standards are further
described in the Auditor’s Responsibilities for the Audit of the Standalone Financial
Results section of our report. We are independent of the Bank/ NBFC in accordance with
the Code of Ethics issued by the Institute of Chartered Accountants of India together with
the ethical requirements that are relevant to our audit of the standalone financial results,
and we have fulfilled our other ethical responsibilities in accordance with these
requirements and the Code of Ethics. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion.
[Insert Emphasis of Matter Paragraph]17
Our opinion is not modified in respect of this matter.
Board of Directors’ Responsibility for the Standalone Financial Results
These standalone financial results have been compiled from the interim standalone
financial statements. The Bank’s/ NBFC’s Board of Directors are responsible for the
preparation of these standalone Financial Results that give a true and fair view of the net
profit/ loss18 and other financial information in accordance with the recognition and
measurement principles laid down in Accounting Standard 25 (AS 25)/ Indian Accounting
Standard 34 (Ind AS 34) “Interim Financial Reporting” specified under section 133 of the
Act/ issued by the Institute of Chartered Accountants of India19, the relevant provisions
of the Banking Regulation Act, 1949, the circulars, guidelines and directions issued by
the Reserve Bank of India (RBI) from time to time (‘RBI Guidelines’) and other accounting
principles generally accepted in India and in compliance with regulation 52 of the Listing
Regulations. This responsibility also includes maintenance of adequate accounting
records in accordance with the provisions of the Act/ Banking Regulation Act, 194920 for
safeguarding of the assets of the Bank/ NBFC and for preventing and detecting frauds
and other irregularities; selection and application of appropriate accounting policies;
making judgments and estimates that are reasonable and prudent; and design,
implementation and maintenance of adequate internal financial controls that were
operating effectively for ensuring the accuracy and completeness of the accounting
records, relevant to the preparation and presentation of the standalone financial results
that give a true and fair view and are free from material misstatement, whether due to
fraud or error.
16 In the case of a Bank/ NBFC, which is not incorporated as a Company.
17 If applicable, based on facts and circumstances of the engagement.
18 As applicable.
19 In the case of a Bank, which is not incorporated as a Company.
20 As applicable.
Page 18 of 89
In preparing the standalone financial results, the Board of Directors are responsible for
assessing the Bank’s/ NBFC’s ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going concern basis of
accounting unless the Board of Directors either intends to liquidate the Bank/ NBFC or
to cease operations, or has no realistic alternative but to do so.
The Board of Directors are also responsible for overseeing the Bank’s/ NBFC’s financial
reporting process.
Auditor’s Responsibilities for the Audit of the Standalone Financial Results
Our objectives are to obtain reasonable assurance about whether the standalone
financial results as a whole are free from material misstatement, whether due to fraud or
error, and to issue an auditor’s report that includes our opinion. Reasonable assurance
is a high level of assurance, but is not a guarantee that an audit conducted in accordance
with SAs will always detect a material misstatement when it exists. Misstatements can
arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken
on the basis of these standalone financial results. As part of an audit in accordance with
SAs, we exercise professional judgment and maintain professional scepticism throughout
the audit. We also:
•
Identify and assess the risks of material misstatement of the standalone financial
results, whether due to fraud or error, design and perform audit procedures
responsive to those risks, and obtain audit evidence that is sufficient and appropriate
to provide a basis for our opinion. The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of
internal control.
•
Obtain an understanding of internal control relevant to the audit in order to design
audit procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Bank’s/ NBFC’s internal control.
•
Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by the Board of Directors.
•
Conclude on the appropriateness of the Board of Directors’ use of the going concern
basis of accounting and, based on the audit evidence obtained, whether a material
uncertainty exists related to events or conditions that may cast significant doubt on
the Bank’s/ NBFC’s ability to continue as a going concern. If we conclude that a
material uncertainty exists, we are required to draw attention in our auditor’s report to
the related disclosures in the standalone financial results or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence
obtained up to the date of our auditor’s report. However, future events or conditions
may cause the Bank to cease to continue as a going concern.
Page 19 of 89
•
Evaluate the overall presentation, structure and content of the standalone financial
results, including the disclosures, and whether the standalone financial results
represent the underlying transactions and events in a manner that achieves fair
presentation.
We communicate with those charged with governance regarding, among other matters,
the planned scope and timing of the audit and significant audit findings, including any
significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied
with relevant ethical requirements regarding independence, and to communicate with
them all relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.
Other Matters (relevant for Banks)
These standalone financial results incorporate the relevant returns of _________
(number) branches including _______ (number) foreign branches audited by the other
auditors specially appointed for this purpose. These branches audited by other auditors
cover ____% of advances, ___% of deposits and ___% of Non-performing assets as on
__________ and ____%/ ____% of revenue for the quarter ended _______ /for the
period ………… to ………… In conduct of our audit, we have taken note of the unaudited
returns in respect of _________ (number) branches certified by the respective branch’s
management. These unaudited branches cover ____% of advances, ___% of deposits
and ___% of Non-performing assets as on __________ and ____% / % of revenue for
the quarter ended _______/ for the period … to …….
Our opinion on the standalone financial results is not modified in respect of above matter.
For XYZ & Co.
Chartered Accountants
(Firm’s Registration No.)
Signature
(Name of the member signing the audit report)
(Designation)
(Membership Number)
UDIN
Place of Signature:
Date:
Page 20 of 89
Annex – II-E
Annual
Illustrative format of independent auditor’s report (unmodified opinion) on the
annual consolidated financial results pursuant to the regulation 52 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations 2015, for
companies (other than banks, NBFCs and insurance companies)
INDEPENDENT AUDITOR’S REPORT
To the Board of Directors of ABC Company Limited (Holding Company)
Report on the Audit of Consolidated Financial Results
Opinion
We have audited the accompanying consolidated annual financial results of ABC
Company Limited (hereinafter referred to as the ‘Holding Company’) and its subsidiaries
(Holding Company and its subsidiaries together referred to as ‘the Group’), its associates
and jointly controlled entities for the year ended_______, attached herewith, being
submitted by the Holding Company pursuant to the requirement of regulation 52 of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended
(‘Listing Regulations’).
In our opinion and to the best of our information and according to the explanations given
to us and based on the consideration of reports of other auditors on separate audited
financial statements /financial results/ financial information of the subsidiaries, associates
and jointly controlled entities, the aforesaid consolidated financial results:
a. include the annual financial results of the following entities (to indicate list of entities
included in the consolidation);
b. are presented in accordance with the requirements of regulation 52 of the Listing
Regulations in this regard; and
c. give a true and fair view in conformity with the applicable accounting standards, and
other accounting principles generally accepted in India, of net profit/ loss21 and other
comprehensive income and other financial information of the Group for the year
ended _______.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specified
under section 143(10) of the Companies Act, 2013 (‘Act’). Our responsibilities under
21 As applicable.
Page 21 of 89
those Standards are further described in the Auditor’s Responsibilities for the Audit of the
Consolidated Financial Results section of our report. We are independent of the Group,
its associates and jointly controlled entities in accordance with the Code of Ethics issued
by the Institute of Chartered Accountants of India together with the ethical requirements
that are relevant to our audit of the financial statements under the provisions of the
Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the Code of Ethics. We
believe that the audit evidence obtained by us and other auditors in terms of their reports
referred to in “Other Matter” paragraph below, is sufficient and appropriate to provide a
basis for our opinion.
[Insert Emphasis of Matter Paragraph]22
Our opinion is not modified in respect of this matter.
Board of Directors’ Responsibilities for the Consolidated Financial Results
These Consolidated financial results have been prepared on the basis of the consolidated
annual financial statements. The Holding Company’s Board of Directors are responsible
for the preparation and presentation of these consolidated financial results that give a
true and fair view of the net profit/ loss and other comprehensive income and other
financial information of the Group including its associates and jointly controlled entities in
accordance with the Indian Accounting Standards prescribed under Section 133 of the
Act read with relevant rules issued thereunder and other accounting principles generally
accepted in India and in compliance with regulation 52 of the Listing Regulations. The
respective Board of Directors of the companies included in the Group and of its
associates and jointly controlled entities are responsible for maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding of the
assets of the Group and its associates and jointly controlled entities and for preventing
and detecting frauds and other irregularities; selection and application of appropriate
accounting policies; making judgments and estimates that are reasonable and prudent;
and the design, implementation and maintenance of adequate internal financial controls,
that were operating effectively for ensuring accuracy and completeness of the accounting
records, relevant to the preparation and presentation of the consolidated financial results
that give a true and fair view and are free from material misstatement, whether due to
fraud or error, which have been used for the purpose of preparation of the consolidated
financial results by the Directors of the Holding Company, as aforesaid.
In preparing the consolidated financial results, the respective Board of Directors of the
companies included in the Group and of its associates and jointly controlled entities are
responsible for assessing the ability of the Group and its associates and jointly controlled
entities to continue as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the respective Board of
22 If applicable, based on facts and circumstances of the engagement.
Page 22 of 89
Directors either intends to liquidate the Group or to cease operations, or has no realistic
alternative but to do so.
The respective Board of Directors of the companies included in the Group and of its
associates and jointly controlled entities are responsible for overseeing the financial
reporting process of the Group and of its associates and jointly controlled entities.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Results
Our objectives are to obtain reasonable assurance about whether the consolidated
financial results as a whole are free from material misstatement, whether due to fraud or
error, and to issue an auditor’s report that includes our opinion. Reasonable assurance
is a high level of assurance, but is not a guarantee that an audit conducted in accordance
with SAs will always detect a material misstatement when it exists. Misstatements can
arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken
on the basis of these consolidated financial results.
As part of an audit in accordance with SAs, we exercise professional judgment and
maintain professional scepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the consolidated financial
results, whether due to fraud or error, design and perform audit procedures responsive
to those risks, and obtain audit evidence that is sufficient and appropriate to provide a
basis for our opinion. The risk of not detecting a material misstatement resulting from
fraud is higher than for one resulting from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances. Under Section 143(3) (i) of the
Act, we are also responsible for expressing our opinion on whether the company has
adequate internal financial controls with reference to financial statements in place and
the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by the Board of Directors.
• Conclude on the appropriateness of the Board of Directors use of the going concern
basis of accounting and, based on the audit evidence obtained, whether a material
uncertainty exists related to events or conditions that may cast significant doubt on the
ability of the Group and its associates and jointly controlled entities to continue as a
going concern. If we conclude that a material uncertainty exists, we are required to
draw attention in our auditor’s report to the related disclosures in the consolidated
financial results or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the date of our auditor’s
Page 23 of 89
report. However, future events or conditions may cause the Group and its associates
and jointly controlled entities to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the consolidated financial
results, including the disclosures, and whether the consolidated financial results
represent the underlying transactions and events in a manner that achieves fair
presentation.
• Obtain sufficient appropriate audit evidence regarding the financial results/ financial
information of the entities within the Group and its associates and jointly controlled
entities to express an opinion on the consolidated financial results. We are responsible
for the direction, supervision and performance of the audit of financial information of
such entities included in the consolidated financial results of which we are the
independent auditors. For the other entities included in the consolidated financial
results, which have been audited by other auditors, such other auditors remain
responsible for the direction, supervision and performance of the audits carried out by
them. We remain solely responsible for our audit opinion.
We communicate with those charged with governance of the Holding Company and such
other entities included in the consolidated financial results of which we are the
independent auditors regarding, among other matters, the planned scope and timing of
the audit and significant audit findings, including any significant deficiencies in internal
control that we identify during our audit. We also provide those charged with governance
with a statement that we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships and other matters that
may reasonably be thought to bear on our independence, and where applicable, related
safeguards.
Other Matters23
The consolidated financial results include the audited financial results of ______
subsidiaries, ____ associates and _______ jointly controlled entities, whose financial
statements/ financial results/ financial information reflect Group’s share of total assets24
of Rs. _____ as at ______ , Group’s share of total revenue of Rs. _____and Rs. ______
and Group’s share of total net profit/ (loss) after tax of Rs. ______and Rs. ______ for the
quarter ended__________ and for the period from_____ to______ respectively, as
considered in the consolidated financial results, which have been audited by their
respective independent auditors. The independent auditors’ reports on financial
statements/ financial results/ financial information of these entities have been furnished
to us and our opinion on the consolidated financial results, in so far as it relates to the
amounts and disclosures included in respect of these entities, is based solely on the
report of such auditors and the procedures performed by us are as stated in paragraph
above.
23 Where applicable.
24 Figures for total assets to be reported when balance sheet is also presented with the income statements.
Page 24 of 89
The consolidated financial results include the unaudited financial results of ______
subsidiaries, ____ associates and _______ jointly controlled entities, whose financial
statements/ financial results/ financial information reflect Group’s share of total assets25
of Rs._____ as at ______ , Group’s share of total revenue of Rs. _____and Rs._______
and Group’s share of total net profit/ (loss) after tax of Rs. ______and Rs. ______ for the
quarter ended__________ and for the period from_____ to______ respectively, as
considered in the consolidated financial results. These unaudited interim financial
statements/ financial results/ financial information have been furnished to us by the Board
of Directors and our opinion on the consolidated financial results, in so far as it relates to
the amounts and disclosures included in respect of these subsidiaries, associates and
jointly controlled entities is based solely on such unaudited financial statements/ financial
results/ financial information. In our opinion and according to the information and
explanations given to us by the Board of Directors, these financial statements/ financial
results/ financial information are not material to the Group.
Our opinion on the consolidated financial results is not modified in respect of the above
matters with respect to our reliance on the work done and the reports of the other auditors
and the financial results/ financial information certified by the Board of Directors.
The financial results include the results for the quarter ended ___________ being the
balancing figure between the audited figures in respect of the full financial year and the
published unaudited year to date figures up to the third quarter of the current financial
year which were subject to limited review by us.26
OR
The financial results include the results for the quarter ended ___________ being the
balancing figure between the audited figures in respect of the full financial year and the
published audited year to date figures up to the third quarter of the current financial
year.27
For XYZ & Co.
Chartered Accountants
(Firm's Registration No.)
Signature
(Name of the Member Signing the Audit Report)
Designation 28
(Membership No.)
UDIN
Place of signature:
25 Figures for total assets to be reported when BS is also presented with the income statements.
26 Use this paragraph where the quarters were subjected to a limited review.
27 Use this paragraph where the quarters were audited.
28 Partner or proprietor, as the case may be.
Page 25 of 89
Date:
Page 26 of 89
Annex – II-F
Annual
Illustrative format of independent auditor’s report (unmodified opinion) on the
Annual consolidated financial results under regulation 52 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (for Banks/ NBFCs)
INDEPENDENT AUDITOR’S REPORT
TO THE BOARD OF DIRECTORS OF........................
Report on the Audit of the Consolidated Financial Results
Opinion
We have audited the accompanying Statement of Consolidated Financial Results
of.......... (Name of the bank) (‘the Bank/ NBFC’/ the parent) and its subsidiaries (the
parent and its subsidiaries together referred to as “the Group”), its associates and jointly
controlled entities, for the year ended ________ (“the Statement”), being submitted by
the Bank/ NBFC pursuant to the requirement of regulation 52 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, as amended (‘Listing
Regulations’)29 except for the disclosures relating to consolidated Pillar 3 disclosure as
at _________, including leverage ratio and liquidity coverage ratio under Basel III Capital
Regulations as have been disclosed on the Bank's website and in respect of which a link
has been provided in the financial results and have not been audited by us. Attention is
drawn to the fact that the consolidated financial results/ financial information for the
corresponding year ended ____ as reported in these financial results have been
approved by the Bank’s/ NBFC’s Board of Directors but have not been subjected to audit/
review30.
In our opinion and to the best of our information and according to the explanations given
to us, and based on the consideration of the reports of the other auditors on separate
audited financial statements/ financial results/ financial information of, subsidiaries,
associates and jointly controlled entities, the aforesaid financial results:
a. include the financial results of the following entities: (to indicate list of entities included
in the consolidation);
b. are presented in accordance with the requirements of regulation 52 of the Listing
Regulations except for the disclosures relating to consolidated Pillar 3 disclosure as
at _________, including leverage ratio and liquidity coverage ratio under Basel III
Capital Regulations as have been disclosed on the Bank's website and in respect of
29 Regulations be interpreted to include relevant circulars issued by SEBI from time to time.
30 As applicable (for example, in the first financial year of a newly listed company, or when consolidated
quarterly Financial Results are submitted for the first time pursuant to the mandatory requirement with effect
from April 1, 2019, and no quarterly consolidated financial results were submitted in the previous year).
Page 27 of 89
which a link has been provided in the financial results and have not been audited by
us; and
c. give a true and fair view, in conformity with the applicable accounting standards, RBI
guidelines and other accounting principles generally accepted in India, of the
consolidated net profit/ loss31 and other financial information of the Group for the year
ended ________.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs), specified
under section 143(10) of the Companies Act, 2013 (‘Act’)/ issued by the Institute of
Chartered Accountants of India32. Our responsibilities under those Standards are further
described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial
Results section of our report. We are independent of the Group, its associates and jointly
controlled entities in accordance with the Code of Ethics issued by the Institute of
Chartered Accountants of India together with the ethical requirements that are relevant
to our audit of the consolidated Financial Results, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the Code of Ethics. We
believe that the audit evidence obtained by us and other auditors in terms of their reports
referred to in ‘Other Matter’ paragraph below, is sufficient and appropriate to provide a
basis for our opinion.
[Insert Emphasis of Matter Paragraph]33
Our opinion is not modified in respect of this matter.
Board of Directors’ Responsibility for Consolidated Financial Results
These Consolidated Financial Results have been compiled from the consolidated Annual
audited financial statements.
The bank’s Board of Directors are responsible for the preparation and presentation of
these consolidated financial results that give a true and fair view of the consolidated net
profit/ loss34 and other financial information of the Group including its associates and
jointly controlled entities in accordance with the Accounting Standards/ Indian Accounting
Standards specified under section 133 of the Act/ issued by the Institute of Chartered
Accountants of India35, the relevant provisions of the Banking Regulation Act, 1949, the
circulars, guidelines and directions issued by the Reserve Bank of India (RBI) from time
to time (‘RBI Guidelines’) and other accounting principles generally accepted in India and
in compliance with regulation 52 of the Listing Regulations. The respective Board of
31 As applicable.
32 In the case of a Bank, which is not incorporated as a Company.
33 If applicable, based on facts and circumstances of the engagement.
34 As applicable.
35 In the case of a Bank, which is not incorporated as a Company.
Page 28 of 89
Directors of the entities included in the Group and of its associates and jointly controlled
entities are responsible for maintenance of adequate accounting records in accordance
with the provisions of the Act/ Banking Regulations Act, 1949 for safeguarding of the
assets of the Group and for preventing and detecting frauds and other irregularities;
selection and application of appropriate accounting policies; making judgments and
estimates that are reasonable and prudent; and design, implementation and
maintenance of adequate internal financial controls that were operating effectively for
ensuring accuracy and completeness of the accounting records, relevant to the
preparation and presentation of the consolidated financial results that give a true and fair
view and are free from material misstatement, whether due to fraud or error which have
been used for the purpose of preparation of the consolidated financial results by the
Directors of the Bank/ NBFC, as aforesaid.
In preparing the consolidated financial results, the respective Board of Directors of the
entities included in the Group and of its associates and jointly controlled entities are
responsible for assessing the ability of the Group and of its associates and jointly
controlled entities to continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of accounting unless the
Board of Directors either intends to liquidate the Group or to cease operations, or has no
realistic alternative but to do so.
The respective Board of Directors of the entities included in the Group and of its
associates and jointly controlled entities are responsible for overseeing the financial
reporting process of the Group and of its associates and jointly controlled entities.
Auditor’s Responsibilities for the Audit of Consolidated Financial Results
Our objectives are to obtain reasonable assurance about whether the consolidated
financial results as a whole are free from material misstatement, whether due to fraud or
error, and to issue an auditor’s report that includes our opinion. Reasonable assurance
is a high level of assurance, but is not a guarantee that an audit conducted in accordance
with SAs will always detect a material misstatement when it exists. Misstatements can
arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken
on the basis of these consolidated financial results.
As part of an audit in accordance with SAs, we exercise professional judgment and
maintain professional scepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the consolidated financial
results, whether due to fraud or error, design and perform audit procedures
responsive to those risks, and obtain audit evidence that is sufficient and appropriate
to provide a basis for our opinion. The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of
internal control.
Page 29 of 89
• Obtain an understanding of internal control relevant to the audit in order to design
audit procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Bank’s/ NBFC’s internal control.
[OR]
Under Section 143(3)(i) of the Companies Act 2013, we are also responsible for
expressing our opinion on whether the bank has adequate internal financial controls
with reference to financial statements in place and the operating effectiveness of such
controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by the Board of Directors.
• Conclude on the appropriateness of the Board of Directors’ use of the going concern
basis of accounting and, based on the audit evidence obtained, whether a material
uncertainty exists related to events or conditions that may cast significant doubt on
the ability of the Group and its associates and jointly controlled entities to continue as
a going concern. If we conclude that a material uncertainty exists, we are required to
draw attention in our auditor’s report to the related disclosures in the consolidated
financial results or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the date of our auditor’s
report. However, future events or conditions may cause the Group and its associates
and jointly controlled entities to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the consolidated financial
results, including the disclosures, and whether the consolidated financial results
represent the underlying transactions and events in a manner that achieves fair
presentation.
• Obtain sufficient appropriate audit evidence regarding the financial results/financial
information of the entities within the Group and its associates and jointly controlled
entities to express an opinion on the consolidated financial results. We are
responsible for the direction, supervision and performance of the audit of financial
information of such entities included in the consolidated financial results of which we
are the independent auditors. For the other entities included in the consolidated
financial results, which have been audited by other auditors, such other auditors
remain responsible for the direction, supervision and performance of the audits
carried out by them. We remain solely responsible for our audit opinion.
We communicate with those charged with governance of the Bank/ NBFC and such other
entities included in the consolidated financial results of which we are the independent
auditors regarding, among other matters, the planned scope and timing of the audit and
significant audit findings, including any significant deficiencies in internal control that we
identify during our audit.
Page 30 of 89
We also provide those charged with governance with a statement that we have complied
with relevant ethical requirements regarding independence, and to communicate with
them all relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.
Other Matters
The consolidated financial results include the audited financial results of ______
subsidiaries, ____ associates and _______ jointly controlled entities, whose financial
statements/ financial results/ financial information reflect Group’s share of total assets36
of Rs. _____ as at ______ , Group’s share of total revenue of Rs. _____and Rs. ______
and Group’s share of total net profit/ (loss) after tax of Rs. ______and Rs. ______ for the
quarter and year ended__________ respectively, as considered in the consolidated
financial results, which have been audited by their respective independent Auditors. The
independent auditors’ reports on financial statements/ financial results/ financial
information of these entities have been furnished to us and our opinion on the
consolidated financial results, in so far as it relates to the amounts and disclosures
included in respect of these entities, is based solely on the report of such auditors and
the procedures performed by us are as stated in paragraph above.
The consolidated financial results include the unaudited financial results of ______
subsidiaries, ____ associates and _______ jointly controlled entities, whose financial
statements/financial results/ financial information reflect Group’s share of total assets37
of Rs._____ as at ______ , Group’s share of total revenue of Rs. _____and Rs._______
and Group’s share of total net profit/ (loss) after tax of Rs. ______and Rs. ______ for the
quarter and year ended__________ respectively, as considered in the consolidated
financial results. These unaudited financial statements/ financial results/ financial
information have been furnished to us by the Board of Directors and our opinion on the
consolidated financial results, in so far as it relates to the amounts and disclosures
included in respect of these subsidiaries, associates and jointly controlled entities is
based solely on such unaudited Financial Statements/Financial Results/financial
information. In our opinion and according to the information and explanations given to us
by the Board of Directors, these Financial Statements/ financial results/ financial
information are not material to the Group. Our opinion on the consolidated financial
results is not modified in respect of the above matters with respect to our reliance on the
work done and the reports of the other auditors and the financial results/ financial
information certified by the Board of Directors.
The financial results include the results for the quarter ended ___________ being the
balancing figure between the audited figures in respect of the full financial year and the
published unaudited year to date figures up to the third quarter of the current financial
year which were subject to limited review by us.38
36 Figures for total assets to be reported when BS is also presented with the income statements.
37 Figures for total assets to be reported when BS is also presented with the income statements.
38 Use this paragraph where the quarters were subjected to a limited review.
Page 31 of 89
OR
The financial results include the results for the quarter ended ___________ being the
balancing figure between the audited figures in respect of the full financial year and the
published audited year to date figures up to the third quarter of the current financial
year39.
For XYZ & Co.
Chartered Accountants
(Firm’s Registration No.)
Signature
(Name of the member signing the audit report)
(Designation)40
(Membership Number)
UDIN
Place of signature:
Date:
39 Use this paragraph where the quarters were audited.
40 Partner or proprietor, as the case may be.
Page 32 of 89
Chapter III - Disclosure of the Impact of Audit Qualifications by Listed Entities41
[See Regulation 52 of the Listing Regulations]
Regulation 52(3) prescribes the procedure for submission of Statement on Impact of Audit
Qualifications by listed entities. In this regard, the following requirements have been
mandated:
1. The listed entity shall disseminate the cumulative impact of all the audit qualifications
in a separate format, simultaneously, while submitting the annual audited financial
results to the Stock Exchange(s).
2. For audit reports with unmodified opinion, the listed entity shall furnish a declaration
to that effect to the Stock Exchange(s) while submitting the annual audited financial
results.
3. For audit reports with modified opinion, a statement showing impact of audit
qualifications shall be filed with the Stock Exchange(s) in a format as specified in
Annex - III-A.
4. The management of the listed entity shall have the option to explain its views on the
audit qualifications.
5. Where the impact of the audit qualification is not quantified by the auditor, the
management shall make an estimate. In case the management is unable to make an
estimate, it shall provide reasons for the same. In both the scenarios, the auditor shall
review and provide comments.
6. The aforesaid Statement on Impact of Audit Qualifications filed by the listed entity shall
be reviewed by the stock exchanges as specified in regulation 95 and be a part of
regular monitoring by the stock exchanges as specified in regulation 97 of the Listing
Regulations. In case of non-compliance, the stock exchanges shall take action against
such entities as deemed fit and report to SEBI on a regular basis.
7. The stock exchanges shall coordinate with one another in case the security is listed
on more than one stock exchange.
41 Circular no. CIR/CFD/CMD/56/2016 dated May 27, 2016. The provisions of this circular became
applicable for all annual audited standalone/ consolidated financial results, submitted by the listed entities
for the period ending on or after March 31, 2016.
Page 33 of 89
Annex - III-A
Statement on Impact of Audit Qualifications (for audit report with modified opinion)
submitted along with Annual Audited Financial Results - (Standalone and
Consolidated separately)
Statement on Impact of Audit Qualifications for the Financial Year ended March 31
[See Regulation 52 of the Listing Regulations]
I.
Sl.
No.
Particulars
Audited
figures
(as
reported before adjusting
for qualifications)
Adjusted Figures (audited
figures after adjusting for
qualifications)
1.
Turnover/ Total income
-
-
2.
Total Expenditure
-
-
3.
Net Profit/ (Loss)
-
-
4.
Earnings Per Share
-
-
5.
Total Assets
-
-
6.
Total Liabilities
-
-
7.
Net Worth
-
-
8.
Any other financial item(s)
(as felt appropriate by the
management)
-
-
II.
Audit Qualification (each audit qualification separately):
a. Details of Audit Qualification:
b. Type of Audit Qualification: Qualified Opinion/ Disclaimer of Opinion/ Adverse Opinion
c. Frequency of qualification: Whether appeared first time/ repetitive/ since how long continuing
d. For Audit Qualification(s) where the impact is quantified by the auditor, Management's Views:
e. For Audit Qualification(s) where the impact is not quantified by the auditor:
(i) Management's estimation on the impact of audit qualification:
(ii) If management is unable to estimate the impact, reasons for the same:
(iii) Auditors' Comments on (i) or (ii) above:
III. Signatories:
Chief Executive Officer/ Managing Director
Chief Financial Officer
Audit Committee Chairman
Statutory Auditor
Place:
Date:
Page 34 of 89
Chapter IV - Format of Statement indicating utilisation and Statement indicating
deviation/ variation in the use of proceeds of issue of listed Non-convertible
Securities42
[See Regulations 52(7) and 52(7A) of the Listing Regulations]
1. As per Regulation 52(7) of the Listing Regulations, a listed entity is required to submit
to the Stock Exchange(s), a statement indicating the utilization of issue proceeds of
listed non-convertible securities. Further, as per regulation 52(7A) of the Listing
Regulations, a listed entity is required to submit to the Stock Exchange(s), information
about deviation/ variation, if any, in the use of proceeds of issue of listed non-
convertible securities, from the objects stated in the offer document.
2. A statement indicating utilisation and a statement indicating deviation/ variation, shall
be submitted to the stock exchange(s), along with quarterly financial results43, until
such funds are fully utilised or the purpose for which these proceeds were raised has
been achieved. In case there are no deviations, a ‘nil’ report shall be filed.
3. The statement indicating deviation/ variation report shall be placed before the Audit
Committee of the listed entity for review on quarterly basis and after such review, the
comments of Audit Committee along with the report shall be disclosed/ submitted to
the Stock Exchange(s), as part of the format.
In cases where the listed entity is not required to have an Audit Committee under the
provisions of the Listing Regulations or the Companies Act, 2013, the word ‘Audit
Committee’ shall be replaced with the ‘Board of Directors’.
4. The format for statement indicating the utilization of issue proceeds and the format
for statement indicating deviation/ variation, if any, is placed as Annex - IV-A to this
Chapter.
42 Circular no. SEBI/HO/DDHS/08/2020 dated January 17, 2020.
43 In terms of amendment to the Listing Regulations notified on November 14, 2022.
Page 35 of 89
Annex - IV-A
A. Statement of utilization of issue proceeds:
Name
of the
Issuer
ISIN
Mode
of
Fund
Raising
(Public
issues/
Private
placement)
Type
of
instru
ment
Date of
raising
funds
Amount
Raised
Funds
utilized
Any
deviation
(Yes/ No)
If 8 is Yes,
then
specify
the
purpose
of for which
the
funds
were utilized
Rema
rks, if
any
1
2
3
4
5
6
7
8
9
10
B. Statement of deviation/ variation in use of Issue proceeds:
Particulars
Remarks
Name of listed entity
Mode of fund raising
Public issue/ Private placement
Type of instrument
Non-convertible Securities
Date of raising funds
Amount raised
in Rs. crore
Report filed for quarter ended
Is there a deviation/ variation in use of funds raised?
Whether any approval is required to vary the objects of the issue
stated in the prospectus/ offer document?
Yes/ No
If yes, details of the approval so required?
Date of approval
Explanation for the deviation/ variation
Comments of the audit committee after review
Comments of the auditors, if any
Objects for which funds have been raised and where there has been a deviation/ variation, in the
following table:
Original
object
Modified
object, if
any
Original
allocation
Modified
allocation,
if any
Funds
utilised
Amount of deviation/
variation for the quarter
according to applicable
object (in Rs. crore and
in %)
Remarks,
if any
Deviation could mean:
a. Deviation in the objects or purposes for which the funds have been raised.
b. Deviation in the amount of funds actually utilized as against what was originally disclosed.
Name of signatory:
Designation:
Date:
Page 36 of 89
Chapter V - Disclosures by listed entities of defaults on payment of interest/
repayment of principal amount on loans from banks/ financial institutions and
unlisted debt securities44
[See Regulation 51 of the Listing Regulations]
1. Regulation 51 of the Listing Regulations currently requires listed entity to promptly
inform the Stock Exchange(s) of all information which has bearing on its
performance/ operation or is price sensitive or shall affect payment of interest or
redemption payment of non-convertible securities. Additionally, Part B of Schedule
III of the Listing Regulations enumerates an indicative list of such information e.g.
delay/ default in payment of interest/ principal on Non-convertible Securities, which
the listed entities are required to disclose.
2. Bodies Corporate in India are primarily reliant on loans from banks/ financial
institutions.
3. In order to address this critical gap in the availability of information to investors, listed
entities are required to comply with the requirements of this chapter.
3.1. Applicability:
3.1.1. The disclosures shall be made to the Stock Exchange(s) when the entity
has defaulted in payment of interest/ instalment obligations on loans,
including revolving facilities like cash credit, from banks/ financial
institutions and unlisted debt securities.
3.1.2. ‘Default’ for the purpose of this circular shall mean non-payment of the
interest or principal amount in full on the date when the debt has become
due and payable (‘pre-agreed payment date’).
Provided that for revolving facilities like cash credit, an entity would be
considered to be in ‘default’ if the outstanding balance remains
continuously in excess of the sanctioned limit or drawing power, whichever
is lower, for more than 30 days.
3.2. Timing of disclosures:
3.2.1. In case of any default on loans, including revolving facilities like cash
credit, from banks/ financial institutions which continues beyond 30 days,
the listed entity shall make the disclosure promptly but not later than 24
hours from the 30th day of such default.
44 Circular No. SEBI/HO/CFD/CMD1/CIR/P/2019/140 dated November 21, 2019. The disclosure formats
provided in this circular had become applicable from January 01, 2020.
Page 37 of 89
3.2.2. In case of unlisted debt securities i.e. Non-convertible Debentures
(NCDs) and Non-convertible Redeemable Preference Shares (NCRPS),
the disclosure shall be made promptly but not later than 24 hours from
the occurrence of the default. This is in line with the existing disclosure
requirements specified for listed debt instruments.
3.2.3. Disclosures specified at Paras 3.2.1 and 3.2.2 shall be made in the
format(s) provided in Paras 3.3.1 below.
3.2.4. Further, quarterly disclosures of default shall be made by the listed
entities in the format specified in Para 3.3.2 below.
3.3. Disclosure formats:
3.3.1. The following details shall be disclosed by listed entities for each
instance of default, as specified in Para 3.2 above:
a. For loans including revolving facilities like cash credit from banks /
financial institutions:
Sl. No. Type of disclosure
Details
1.
Name of the listed entity
2.
Date of making the disclosure
3.
Nature of obligation
4.
Name of the lender(s)
5.
Date of default
6.
Current default amount (break-up of principal and interest in
Rs. crore)
7.
Details of the obligation (total principal amount in Rs. crore,
tenure, interest rate, secured/ unsecured etc.)
8.
Total amount of outstanding borrowings from banks/ financial
institutions (in Rs. crore)
9.
Total financial indebtedness of the listed entity including
short-term and long-term debt (in Rs. crore)
b. For unlisted debt securities i.e. NCDs and NCRPS:
Sl. No.
Type of disclosure
Details
1.
Name of the listed entity
2.
Date of making the disclosure
3.
Type of instrument with ISIN
4.
Number of investors in the security as on date of default
5.
Date of default
6.
Current default amount (break-up of principal and interest in
Rs. crore)
7.
Details of the obligation (amount issued, tenure, coupon,
secured/ unsecured, redemption date etc.)
8.
Total amount issued through debt securities (in Rs. crore)
9.
Total financial indebtedness of the listed entity including
short-term and long-term debt (in INR crore)
Page 38 of 89
3.3.2. Disclosures specified in the table below shall be made by listed
entities, within 7 days from the end of the quarter, if applicable on the
last date of any quarter:
a. There is any loan including revolving facilities like cash credit from
banks/ financial institutions where the default continues beyond 30
days or
b. There is any outstanding unlisted debt security under default.
Sl. No. Particulars
in Rs. crore
1.
Loans/ revolving facilities like cash credit from banks/
financial institutions
A.
Total amount outstanding as on date
B.
Of the total amount outstanding, amount of default as on date
2.
Unlisted debt securities i.e. NCDs and NCRPS
A.
Total amount outstanding as on date
B.
Of the total amount outstanding, amount of default as on date
3.
Total financial indebtedness of the listed entity including
short-term and long-term debt
4. As far as disclosures pertaining to default of listed NCDs and listed NCRPS are
concerned, the same would continue to be made as per relevant provisions of the
SEBI Regulations and Circulars issued thereunder.
Page 39 of 89
Chapter VI - Schemes of Arrangement involving NCDs/ NCRPS issued in lieu of
specified securities45
[See Regulations 11, 37 and 94 of the Listing Regulations and Rule 19(7) of the Securities
Contracts (Regulation) Rules, 1957]
1. Regulations 11, 37 and 94 of the Listing Regulations create obligations on listed
entities and Stock Exchange(s) with respect to Schemes of Arrangement.
2. Sub-rule (7) of rule 19 of the Securities Contracts (Regulation) Rules, 1957 (SCRR)
gives the power to SEBI to relax the strict enforcement of any or all of the
requirements with respect to listing of securities on a recognised Stock Exchange,
at its discretion. However, SEBI may, while granting such relaxation, stipulate any
other conditions as may be deemed necessary in the interest of investors and
securities market, under the facts and circumstances of the specific case.
3. Accordingly, SEBI issued circulars46 laying down the detailed requirements to be
complied with, by listed entities while undertaking schemes of arrangement for listing
of equity or warrants pursuant to the Scheme. Such corporate restructuring may
result in issuance of NCDs and/ or NCRPS, in lieu of specified securities47. However,
the said circulars do not prescribe any provisions for listing of NCDs and/ or NCRPS,
so issued.
4. In case an entity with listed specified securities, has issued NCDs and/ or NCRPS,
in lieu of specified securities, vide a scheme of arrangement; and where such NCDs
and/ or NCRPS are proposed to be listed on recognized Stock Exchange(s), the
listed entity shall additionally comply with the below mentioned requirements:
4.1. Before the scheme of arrangement is submitted for sanction by the
National Company Law Tribunal (NCLT):
4.1.1. Eligibility for seeking listing of NCDs and/ or NCRPS:
a. A listed entity which has listed its specified securities may seek listing
of NCDs and/ or NCRPS issued pursuant to a scheme of arrangement
only in case where the listed entity is a part of such scheme of
arrangement and such NCDs and/ or NCRPS are issued to the existing
holders of specified securities of such listed entity. Such scenarios may
broadly include the following:
A listed entity, which has listed its specified securities, (demerged
entity) demerges a unit and transfers the same to another entity
45 Circular no. CIR/IMD/DF/50/2017 dated May 26, 2017.
46 Master Circular no. SEBI/HO/CFD/DIL1/CIR/P/2021/0000000665 dated November 23, 2021, as
amended from time to time; and any other circular(s) issued in this regard.
47 In terms of Regulation 2(1)(eee) of the SEBI (Issue of Capital and Disclosure Requirements)
Regulations, 2018, ‘specified securities’ means equity shares and convertible securities’.
Page 40 of 89
(resultant entity), and the resultant entity issues NCDs and/ or
NCRPS to the holders of the specified securities of listed entity (i.e.
demerged entity) as a consideration under the scheme of
arrangement.
A listed entity, which has listed its specified securities,
(amalgamating entity) is merged with another entity (amalgamated
entity), and the amalgamated entity issues NCDs and/ or NCRPS
to the holders of the specified securities of listed entity (i.e.
amalgamating entity) as a consideration under the scheme of
arrangement.
b. It is clarified that only the NCDs and/ or NCRPS issued to the existing
holders of listed specified securities, vide the scheme of arrangement,
would be eligible for seeking listing.
c. However, if the same series/ class of NCDs and/ or NCRPS are also
allotted to other investors, other than the allotment done to the holders
of listed specified securities as per the scheme of arrangement, then
such NCDs and/ or NCRPS would not be eligible for seeking listing,
under the provisions of this Chapter.
4.1.2. Tenure/ maturity: The minimum tenure of the NCDs and/ or NCRPS shall
be one year.
4.1.3. Valuation Report48: The Valuation Report shall include valuation of the
underlying NCDs and/ or NCRPS to be issued pursuant to the scheme of
arrangement.
4.1.4. Disclosures in the draft scheme of arrangement:
The following information to be disclosed in the draft scheme of
arrangement:
a. Face value & price.
b. The terms of payment of dividend/ coupon viz. rate, frequency etc.
c. Credit rating.
d. Tenure/ maturity.
e. The terms of redemption viz. amount, date, redemption premium/
discount, and early redemption scenarios, if any.
f.
Other embedded features (put option, call option, dates, notification
times, etc.), if any.
g. Other terms of instruments (i.e. term sheet).
h. Details of security cover (if secured NCDs).
48 As referred in Master Circular no. SEBI/HO/CFD/DIL1/CIR/P/2021/0000000665 dated November 23,
2021, as amended from time to time; and any other circular(s) issued in this regard.
Page 41 of 89
i.
Details of Debenture Trustee.
j.
Any other information/ details pertinent for the investors.
4.1.5. Other conditions:
a. The captioned issue of NCDs and/ or NCRPS is in compliance with all
the applicable provisions of the Companies Act, 2013 including the
provisions related to creation and maintenance of Capital Redemption
Reserve/ Debenture Redemption Reserve.
b. All such NCDs and/ or NCRPS are issued in dematerialized form only.
c. In case of NCDs, the issuer has appointed/ shall appoint Debenture
Trustee in compliance with the provisions of the NCS Regulations and
the Companies Act, 2013.
d. In case of secured NCDs, the issuer has created/ shall create an
appropriate charge or security, in compliance with the provisions of the
NCS Regulations and the Companies Act, 2013.
e. All the provisions of Chapter II of the NCS Regulations have been/
shall be complied with.
4.2. After the scheme is sanctioned by the Hon’ble High Court or NCLT and at
the time of making application for relaxation under sub-rule (7) of rule 19
of the SCRR:
The application for relaxation under sub-rule (7) of rule 19 of SCRR for listing of
NCDs and/ or NCRPS shall include a detailed Compliance Report as per format
specified in Annex - VI-A, duly certified by the Company Secretary and the
Managing Director, confirming compliance of the scheme of arrangement with
the various regulatory requirements specified in this regard.
5. The schemes shall be governed by the requirements specified in Listing Regulations
and any other law connected therewith and as amended from time to time.
Page 42 of 89
Annex - VI-A
Format of the Compliance Report to be submitted along with the application for
relaxation under sub-rule (7) of rule 19 of the Securities Contracts (Regulation)
Rules, 1957
It is hereby certified that the scheme of arrangement involving (Name of the entities)
does not, in any way violate, override or limit the provisions of securities laws or
requirements of the Stock Exchange(s) and the same is in compliance with the
applicable provisions of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, Master Circular no. SEBI/HO/CFD/DIL1/CIR/P/2021/0000000665
dated November 23, 2021, as amended from time to time, and any other circular(s)
issued in this regard, including the following:
Sl. No.
Particulars
Whether complied (Yes/ No) Remarks
(1)
Eligibility for seeking listing of NCDs and/ or
NCRPS
(2)
Tenure/ maturity
(3)
Valuation Report:
(4)
Disclosures in the scheme of arrangement
(5)
Other conditions
Company Secretary
Managing Director
Page 43 of 89
Chapter VII - Formats specifying disclosure of Corporate Governance by
‘high value debt listed entities’49
[See Regulations 15A, 24A and 27(2) of the Listing Regulations]
Regulations 15 to 27 of the Listing Regulations contain provisions relating to Corporate
Governance which are applicable on ‘high value debt listed entities’50. In particular,
Regulation 24A of the Listing Regulations mandates listed entities to submit a secretarial
audit report and secretarial compliance report. Further, Regulation 27(2) of the Listing
Regulations mandates listed entities to submit compliance report on corporate
governance on quarterly basis. This Chapter specifies the operational aspects in this
regard.
A. Format of Compliance Report on corporate governance by listed entities:
1. The format for Compliance Report on Corporate Governance to be submitted by a
listed entity on quarterly basis, is enclosed as Annex - VII-A.
B. Other disclosures:
Particular
Format
Disclosures in Corporate Governance Report as part of Annual
Report
Part C of Schedule V of the
Listing Regulations
Declaration signed by the chief executive officer stating that the
members of board of directors and senior management
personnel have affirmed compliance with the code of conduct of
board of directors and senior management.
Part D of Schedule V of the
Listing Regulations
Compliance certificate from either the auditors or practicing
company secretaries regarding compliance of conditions of
corporate governance shall be annexed with the directors’
report.
Part E of Schedule V of the
Listing Regulations
C. Annual Secretarial Audit Report and Secretarial Compliance report:
2. Annual secretarial audit report: The following shall be complied with by a listed entity
and its material unlisted subsidiaries, as applicable:
2.1. Currently, Section 204 of the Companies Act, 2013 read with rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 requires Secretarial Audit by Practicing Company Secretaries (PCS) for
listed companies and certain unlisted companies above a certain threshold in
Form No. MR-3.
49 BSE Notice No. 20211001-3 dated October 01, 2021 and NSE Circular No. NSE/CML/2021/10 dated
September 30, 2021 read with SEBI Circular No. CIR/CFD/CMD1/27/2019 dated February 08, 2019 and
SEBI Circular No. SEBI/HO/CFD/CMD-2/P/CIR/2021/567 dated May 31, 2017.
50 In terms of Regulation 15(1A) of the Listing Regulations, provisions and explanations thereof, ‘high
value debt listed entities’ would imply an entity with listed non-convertible debt securities and having
outstanding value of listed non-convertible debt securities of rupees five hundred crore and above.
Page 44 of 89
2.2. In order to avoid duplication, the listed entity and its unlisted material
subsidiaries shall continue to use the same Form No. MR-3 as required under
Companies Act, 2013 and the rules made thereunder for the purpose of
compliance with Regulation 24A of Listing Regulations.
3. Annual secretarial compliance report: The following shall be complied with by a
listed entity:
3.1. While the annual secretarial audit shall cover a broad check on compliance with
all laws applicable to the entity, listed entities shall additionally, on an annual
basis, require a check by the PCS on compliance of all applicable SEBI
Regulations and circulars/ guidelines issued thereunder, consequent to which,
the PCS shall submit a report to the listed entity in the manner specified in this
circular.
3.2. The format for the annual secretarial compliance report is placed at Annex -
VII-B.
3.3. The annual secretarial compliance report in the aforesaid format shall be
submitted by the listed entity to the stock exchanges within 60 days of the end
of the financial year.
4. The listed entities and their material subsidiaries shall provide all such documents/
information as may be sought by the PCS for the purpose of providing a certification
under the Regulations and this circular.
Page 45 of 89
Annex - VII-A
Format of report on Corporate Governance to be submitted by a listed entity on
quarterly basis
1. Name of listed entity:
2. Quarter ending:
II. Composition of Committees
Name of Committee
Whether regular
chairperson
appointed
Name
of
Committee
members
Category&
Date of
Appointment
Date of
Cessation
1. Audit Committee
2. Nomination & Remuneration
Committee
3. Risk Management Committee
(if applicable)
4.
Stakeholders
Relationship
Committee’
&Category means Chairperson and/ or Directors viz. executive/ non-executive/ independent/ Nominee. if a
director fits into more than one category write all categories separating them with hyphen.
III. Meeting of Board of Directors
Date(s)
of
Meeting (if any)
in the previous
quarter
Date(s) of Meeting
(if
any)
in
the
relevant quarter
Whether
requirement of
Quorum met*
Number
of
Directors
present*
Number
of
independent
directors
present*
Maximum
gap
between any
two consecutive (in
number of days)
Yes/ No
* to be filled in only for the current quarter meetings
IV. Meetings of Committees
Date(s)
of
meeting of the
committee
in
the
relevant
quarter
Whether
requirement
of quorum met
(details)*
Number
of
directors
present*
Number
of
independent
directors
present*
Date(s)
of
meeting of the
committee in the
previous quarter
Maximum gap between
any two consecutive
meetings in number of
days*
Yes/ No
*To be filled in only for the current quarter meetings.
Note: This information has to be mandatorily be given for audit committee, for rest of the committees giving this
information is optional.
Page 46 of 89
V. Related Party Transactions
Subject
Compliance status (Yes/ No/
NA) refer note below
Whether prior approval of audit committee obtained
Whether shareholder approval obtained for material RPT
Whether details of RPT entered into pursuant to omnibus approval have
been reviewed by the Audit Committee
Notes:
1.
In the column “Compliance Status”, compliance or non-compliance may be indicated by Yes/No/N.A. For
example, if the Board has been composed in accordance with the requirements of Listing Regulations,
"Yes" may be indicated. Similarly, in case the Listed Entity has no related party transactions, the words
“N.A.” may be indicated.
2.
If status is “No” details of non-compliance may be given here.
VI. Affirmations
1. The composition of Board of Directors is in terms of SEBI (Listing Obligations and Disclosure
requirements) Regulations, 2015.
2. The composition of the following committees is in terms of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015:
a.
Audit Committee
b.
Nomination & Remuneration Committee
c.
Stakeholders Relationship Committee
d.
Risk management committee (as applicable)
3. The committee members have been made aware of their powers, role and responsibilities as specified in
SEBI (Listing obligations and disclosure requirements) Regulations, 2015.
4. The meetings of the board of directors and the above committees have been conducted in the manner as
specified in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
5. This report and/or the report submitted in the previous quarter has been placed before Board of Directors.
Any comments/observations/advice of the board of directors may be mentioned here.
Name and designation:
Company Secretary/ Compliance Officer/ Managing Director/ CEO/ CFO
Note:
Information at Table I and II above need to be necessarily given in 1st quarter of each
financial year. However, if there is no change of information in subsequent quarter(s) of
that financial year, this information may not be given by listed entity and instead a
statement “same as previous quarter” may be given.
Page 47 of 89
Annex - VII-B
Secretarial compliance report of [●] [Name of the listed entity] for the year
ended ________
(On the letter head of the Practicing Company Secretary)
I/We……………. have examined:
(a) all the documents and records made available to us and explanation provided
by [●] [Name of the listed entity] (“the listed entity”),
(b) the filings/ submissions made by the listed entity to the stock exchanges, (c)
website of the listed entity,
(c) any other document/ filing, as may be relevant, which has been relied upon to
make this certification,
for the year ended [●] (“Review Period”) in respect of compliance with the provisions of:
(a) the Securities and Exchange Board of India Act, 1992 (“SEBI Act”) and the
Regulations, circulars, guidelines issued thereunder; and
(b) the Securities Contracts (Regulation) Act, 1956 (“SCRA”), rules made
thereunder and the Regulations, circulars, guidelines issued thereunder by the
Securities and Exchange Board of India (“SEBI”);
The specific Regulations51, whose provisions and the circulars/ guidelines issued
thereunder, have been examined, include:
(a) Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015;
(b) Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018;
(c) Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011;
(d) Securities and Exchange Board of India (Buyback of Securities) Regulations,
2018;
(e) Securities and Exchange Board of India (Share Based Employee Benefits)
Regulations, 2014;
51 The said list of Regulations is only illustrative. All relevant SEBI Regulations, as may be
applicable to the listed entity for the review period, to be added.
Page 48 of 89
(f) Securities and Exchange Board of India (Issue and Listing of Non-convertible
Securities) Regulations, 2021;
(g) Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015;
(h) …………(other regulations as applicable) and circulars/ guidelines issued
thereunder;
And based on the above examination, I/ we hereby report that, during the Review
Period:
(a) The listed entity has complied with the provisions of the above Regulations and
circulars/ guidelines issued thereunder, except in respect of matters specified
below:
Sl.
No.
Compliance
Requirement
(Regulations/
circulars/
guidelines
including specific clause)
Deviations
Observations/ Remarks of
the
Practicing
Company
Secretary
(b) The listed entity has maintained proper records under the provisions of the above
Regulations and circulars/ guidelines issued thereunder insofar as it appears from
my/our examination of those records.
(c) The following are the details of actions taken against the listed entity/ its promoters/
directors/ material subsidiaries either by SEBI or by Stock Exchanges (including
under the Standard Operating Procedures issued by SEBI through various circulars)
under the aforesaid Acts/ Regulations and circulars/ guidelines issued thereunder:
Sl.
No.
Action
taken
by
Details of
violation
Details of action taken e.g.
fines,
warning
letter,
debarment, etc.
Observations/ remarks of the
Practicing Company Secretary,
if any.
(d) The listed entity has taken the following actions to comply with the observations
made in previous reports:
Sl.
No.
Observations
of
the Practicing
Company
Secretary in the
previous reports
Observations made in the
secretarial compliance report
for the year ended…
(The
years
are
to
be
mentioned)
Actions
taken
by
the
listed
entity,
if
any
Comments of the
Practicing
Company
Secretary on the
actions taken by
the listed entity
Page 49 of 89
Notes:
1. Provide the list of all the observations in the report for the previous year along with the
actions taken by the listed entity on those observations.
2. Add the list of all observations in the reports pertaining to the periods prior to the previous
year in case the entity has not taken sufficient steps to address the concerns raised/
observations.
E.g. In the report for the year ended 31st Mar, 2021, the PCS shall provide a list of:
•
all the observations in the report for the year ended 31st Mar, 2020 along with the
actions taken by the listed entity on those observations.
•
the observations in the reports pertaining to the year ended 31st Mar,2020 and earlier,
in case the entity has not taken sufficient steps to address the concerns raised/
observations in those reports.
Place:
Signature:
Date:
Name of the Practicing Company Secretary
ACS/ FCS No.:
C P No.:
Page 50 of 89
Chapter VIII - Disclosure obligations of listed entities in relation to its Related
Party Transactions52
[See Regulation 23(9) of the Listing Regulations]
Regulation 23 of the Listing Regulations prescribes the obligations of ‘high value debt
listed entities’, pertaining to ‘Related Party Transactions (RPTs)’ including formulation
of policy on materiality of RPTs, manner on dealing with RPTs, approval by the Audit
Committee, disclosure of the same to the Stock Exchange(s) and publication on the
entity’s website. This Chapter specifies the operational aspects in this regard.
1. Information to be reviewed by the Audit Committee for approval of RPTs:
1.1. The listed entity shall provide the following information, for review of the audit
committee, for approval of a proposed RPT:
1.1.1. Type, material terms and particulars of the proposed transaction;
1.1.2. Name of the related party and its relationship with the listed entity or its
subsidiary, including nature of its concern or interest (financial or
otherwise);
1.1.3. Tenure of the proposed transaction (particular tenure shall be specified);
1.1.4. Value of the proposed transaction;
1.1.5. The percentage of the listed entity’s annual consolidated turnover, for
the immediately preceding financial year, that is represented by the value
of the proposed transaction (and for a RPT involving a subsidiary, such
percentage calculated on the basis of the subsidiary’s annual turnover
on a standalone basis shall be additionally provided);
1.1.6. If the transaction relates to any loans, inter-corporate deposits, advances
or investments made or given by the listed entity or its subsidiary:
a. details of the source of funds in connection with the proposed
transaction;
b. where any financial indebtedness is incurred to make or give loans,
inter-corporate deposits, advances or investments:
nature of indebtedness;
cost of funds; and
tenure;
c. applicable terms, including covenants, tenure, interest rate and
repayment schedule, whether secured or unsecured; if secured, the
nature of security; and
52 Circular No. SEBI/HO/DDHS/DDHS_Div1/P/CIR/2022/0000000006 dated January 07, 2022;
Page 51 of 89
d. the purpose for which the funds will be utilized by the ultimate
beneficiary of such funds pursuant to the RPT.
1.1.7. Justification as to why the RPT is in the interest of the listed entity;
1.1.8. A copy of the valuation or other external party report, if any such report
has been relied upon;
1.1.9. Percentage of the counter-party’s annual consolidated turnover that is
represented by the value of the proposed RPT on a voluntary basis;
1.1.10. Any other information that may be relevant.
1.2. The audit committee shall also review the status, of long-term (more than one
year) or recurring RPTs, on an annual basis.
2. Information to be provided to shareholders for consideration of RPTs:
The notice being sent to the shareholders seeking approval for any proposed RPT
shall, in addition to the requirements under the Companies Act, 2013, include the
following information as a part of the explanatory statement:
2.1. A summary of the information provided by the management of the listed entity
to the audit committee as specified in point 1.1. above;
2.2. Justification for why the proposed transaction is in the interest of the listed
entity;
2.3. Where the transaction relates to any loans, inter-corporate deposits, advances
or investments made or given by the listed entity or its subsidiary, the details
specified under point 1.1.6 above; (The requirement of disclosing source of
funds and cost of funds shall not be applicable to listed banks/ NBFCs.)
2.4. A statement that the valuation or other external report, if any, relied upon by
the listed entity in relation to the proposed transaction will be made available
through the registered email address of the shareholders;
2.5. Percentage of the counter-party’s annual consolidated turnover that is
represented by the value of the proposed RPT, on a voluntary basis;
2.6. Any other information that may be relevant.
3. Format for reporting of RPTs to the Stock Exchange
The listed entity shall make RPT disclosures every half year, in the format provided
at Annex - VIII-A.
Page 52 of 89
Annex - VIII-A53
Format for disclosure of related party transactions every half year (see Note 4)
Notes:
1. The details in this format are required to be provided for all transactions undertaken during
the reporting period. However, opening and closing balances, including commitments, to
be disclosed for existing related party transactions even if there is no new related party
transaction during the reporting period.
2. Where a transaction is undertaken between members of the consolidated entity (between
the listed entity and its subsidiary or between subsidiaries), it may be reported once.
3. Listed banks shall not be required to provide the disclosures with respect to related party
transactions involving loans, inter-corporate deposits, advances or investments made or
given by the listed banks.
4. For companies with financial year ending March 31, this information has to be provided for
six months ended September 30 and six months ended March 31. Companies with
financial years ending in other months, the six months’ period shall apply accordingly.
5. Each type of related party transaction (for e.g. sale of goods/ services, purchase of
goods/services or whether it involves a loan, inter-corporate deposit, advance or
investment) with a single party shall be disclosed separately and there should be no
clubbing or netting of transactions of same type. However, transactions with the same
counterparty of the same type may be aggregated for the reporting period. For instance,
sale transactions with the same party may be aggregated for the reporting period and
purchase transactions may also be disclosed in a similar manner. There should be no
netting off for sale and purchase transactions. Similarly, loans advanced to and received
from the same counterparty should be disclosed separately, without any netting off.
53 Annex to Circular No. SEBI/HO/CFD/CMD1/CIR/P/2021/662 dated November 22, 2021;
Page 53 of 89
6. In case of a multi-year related party transaction:
a. The aggregate value of such related party transaction as approved by the audit
committee shall be disclosed in the column “Value of the related party transaction as
approved by the audit committee”.
b. The value of the related party transaction undertaken in the reporting period shall be
reported in the column “Value of related party transaction during the reporting period”.
7. "Cost" refers to the cost of borrowed funds for the listed entity.
8. PAN will not be displayed on the website of the Stock Exchange(s).
9. Transactions such as acceptance of fixed deposits by banks/ NBFCs, undertaken with
related parties, at the terms uniformly applicable /offered to all shareholders/ public shall
also be reported.
Page 54 of 89
Chapter IX - Non-compliance with provisions related to continuous disclosures54
[See Regulations 97(1), 97(2) and 98 and 99 of the Listing Regulations]
1. SEBI has prescribed continuous disclosure norms under Listing Regulations for issuers
of listed Non-Convertible Securities and/ or Commercial Paper.
2. In this regard, a uniform structure has been prescribed for levying of fines and for taking
action by the Stock Exchanges, for non-compliance by the issuers. The same is placed
at Annex - IX-A and Annex - IX-B.
3. Stock Exchanges may deviate from the uniform structure, if found necessary, only after
recording reasons in writing.
4. In case a non-compliant entity is listed on more than one recognized Stock Exchange,
the concerned recognized Stock Exchanges shall take uniform action under this circular
in consultation with each other.
5. The recognized Stock Exchange(s) shall disclose on their website the action(s) taken
against the entities for non-compliance(s); including the details of the respective
requirement, amount of fine levied/ action taken etc.
6. The fine as specified in Annex - IX-A shall continue to accrue till the time of rectification
of the non-compliance and to the satisfaction of the concerned recognized stock
exchange. Such accrual shall be irrespective of any other disciplinary and/ or
enforcement action(s) initiated by recognized Stock Exchange(s) and/ or SEBI.
7. The amount of fine realized as per the structure provided in Annex - IX-B shall be
credited to the ‘Investor Protection Fund’ of the concerned recognized Stock
Exchange(s).
8. The recognized Stock Exchanges may keep in abeyance the action or withdraw the
action in specific cases where specific exemption from compliance with the requirements
for continuous disclosures/ moratorium on enforcement proceedings has been provided
for under any Act, Court/ Tribunal Orders.
9. The above provisions are without prejudice to the power of SEBI to take action under
the securities laws.
10. The provisions of the circular ref. no. SEBI/HO/DDHS/DDHS/CIR/P/2020/231 dated
November 13, 2020, on ‘Non-compliance with provisions related to continuous
disclosures’, shall be applicable for all non-compliances of continuous disclosures under
the Listing Regulations, till January 31, 2022. The provisions of the circular ref. no.
SEBI/HO/DDHS_Div2/P/CIR/2021/699 dated December 29, 2021, on the same subject,
shall remain in force till this circular comes into effect.
54 Circular No. SEBI/HO/DDHS_Div2/P/CIR/2021/699 dated December 29, 2021.
Page 55 of 89
Annex - IX-A
PART A: Fine to be levied in case of non-compliance(s) by issuers of listed Non-
convertible Securities
1. The recognized Stock Exchange(s) shall take action for non-compliance with the
provisions of the Listing Regulations & circulars/ guidelines issued thereunder, by an
entity having listed Non-Convertible Securities, as under:
Sl.
No.
Regulation
Fine payable and/ or other action
to be taken for non-compliance in
respect of an entity having listed
its Non-convertible Securities
(a)
Regulation 6(1)
Non-compliance with requirement to appoint a
qualified company secretary as the compliance
officer.
₹ 1,000 per day
(b)
Regulation 7(1)
Non-compliance with requirement to appoint share
transfer agent.
₹ 1,000 per day
(c)
Regulation 13(1)
Failure to ensure that adequate steps are taken for
expeditious redress of investor complaints.
₹ 1,000 per day
(d)
Regulation 13(3)
Non-submission of the statement on debenture
holder complaints within the period prescribed under
this regulation or under any circular issued in respect
of redress of investor grievances.
₹ 1,000 per day
(e)
Regulation 50(1)
Delay in furnishing intimation about board meeting.
₹ 5,000 per instance of non-
compliance per item.
(f)
Regulation 50(2)
Delay in furnishing intimation about meeting of
shareholders
or
holders
of
non-convertible
securities.
₹ 5,000 per instance of non-
compliance per item.
(g)
Regulation 52(1)/ 52(2)(a)/ 52(2)(d)/ 52(2)(f)
Non-submission of quarterly and year to date
standalone financial results on a quarterly basis
within the period prescribed under this Regulation
under Regulation 52(1)/ Unaudited financial results
submitted without limited review report under
Regulation 52(2)(a)/ Non-submission of annual
audited standalone and consolidated financial
results within the period prescribed under Regulation
52(2)(d)/ Non-submission of statement of assets &
liabilities and cash flow statement as required under
Regulation 52(2)(f).
₹ 5,000 per day
(h)
Regulation 52(4)/ 52(6)
Non-disclosure of line items prescribed under
Regulation 52(4) along with the quarterly/ annual
financial results/ non-disclosure of items pertaining
₹ 1,000 per day
Page 56 of 89
Sl.
No.
Regulation
Fine payable and/ or other action
to be taken for non-compliance in
respect of an entity having listed
its Non-convertible Securities
to non-convertible securities as prescribed under
Regulation 52(6) as notes to financials.
(i)
Regulation 52(7)/ (7A)
Non-submission
of
statement
indicating
the
utilization of issue proceeds/ material deviation in the
use of proceeds.
₹ 1,000 per day
(j)
Regulation 53(2)
Non-submission of annual report within the period
prescribed under this regulation.
₹ 2,000 per day
(k)
Regulation 54(2)/ (3)
Non-disclosure of extent and nature of security
created and maintained with respect to secured
listed non-convertible debt securities in the financial
statements.
₹ 1,000 per day
l)
Regulation 57(1)
Non-disclosure of information related to payment
obligations.
₹ 2,000 per day per ISIN
(m)
Regulation 57(4)
Non-submission of details of payable interest/
dividend/ principal obligations during the quarter.
₹ 1,000 per ISIN
(n)
Regulation 57(5)
Non-submission
of
certificate
confirming
the
payment of interest/ dividend/ principal obligations
due in the quarter or non-submission of details of all
unpaid interest/ dividend/ principal obligations at the
end of the quarter.
₹ 1,000 per ISIN
(o)
Regulation 59(1)
Failure to obtain prior approval of stock exchange for
any structural change in non-convertible securities.
₹ 50,000 per instance
(p)
Regulation 60(2)
Delay in submission of the notice of record date.
₹ 10,000 per ISIN
(q)
Regulation 62
Non-compliance with norms pertaining to functional
website
Advisory/ warning letter per instance
of non-compliance per item.
₹ 10,000 per instance for every
additional advisory/ warning letter
exceeding
the
four
advisory/
warning letters in a financial year.
2. In case of 1(a) to 1(d), 1 (g) and 1(j) above, wherein the listed entity has listed both
specified securities and/ or Non-Convertible Securities, and if the concerned recognized
Stock Exchange(s) has already levied a penalty for non-compliance of relevant
regulations in Chapter III or Regulation 33 or 34 of the Listing Regulations, in terms of
SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/12 dated January 22, 2020, as
amended from time to time, then penalty shall not be imposed again for violation of
Page 57 of 89
common obligations under Chapter III or Regulation 52(1) or Regulation 52(2)(a) or
Regulation 52(2)(d) or Regulation 53(2), as the case may be, in terms of this Chapter.
PART B: Fine to be levied in case of non-compliances by issuers of listed Commercial
Paper
1. The recognized Stock Exchange(s) shall take action for non-compliance with continuous
disclosure requirements in terms of Chapter XVII of the SEBI Operational Circular no.
SEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021, by an entity having listed
Commercial Paper as under:
Sl.
No. Clause
Fine payable and/ or other action to be
taken for non-compliance in respect of an
entity having listed Commercial Paper
(a)
Non-submission of financial results within the
prescribed period.
₹ 5,000 per day
(b)
Non-disclosure of line items prescribed under
Regulation 52(4) of the Listing Regulations
along with the financial results.
₹ 1,000 per day
(c)
Non-submission
of
certificate
regarding
fulfilment of payment obligations.
₹ 1,000 per day per ISIN
2. In case of 1(a) and 1(b) above, wherein the entity has listed its specified securities and/
or Non-Convertible Securities and/ or Commercial Paper, and if the concerned
recognized Stock Exchange(s) has already levied a penalty for non-compliance of
Regulation 33 or Regulation 52(1) and/ or Regulation 52(4) of the Listing Regulations
under SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/12 dated January 22, 2020, as
amended from time to time and/ or Part A of Annex - IX-A of this Chapter, as applicable,
then penalty shall not be imposed again for non-submission of disclosures specified at
1(a) and 1(b) above.
Page 58 of 89
Annex - IX-B
Action to be taken in case of non-compliances by issuers of listed Non-
convertible Securities and/ or Commercial Paper
1. Every recognized Stock Exchange shall review the compliance status of the entities
having listed their Non-convertible Securities and/ or Commercial Paper and shall
issue notices to the non-compliant entities within 30 days from the due date of the
prescribed timeline. Non-compliant entity shall ensure compliance with the
requirement(s) and pay fines as per the circular within 15 days from the date of such
notice. If the non-compliant entity fails to comply with the aforesaid requirement(s)
and/ or pay fine levied within the stipulated period as per the notice stated above,
the concerned recognized stock exchange(s) upon expiry of the period indicated in
the notice, shall issue reminder notices to such non-compliant entities, to ensure
compliance with the requirement(s) and pay fines within 10 days from the date of
such notice. While issuing the aforementioned notices, the recognized Stock
Exchange shall also send intimation to other recognized stock exchange(s) where
the Non-convertible Securities or Commercial Paper of the non-compliant entity are
listed.
2. If the non-compliant entity fails to comply with the aforesaid requirement(s) and/ or
pay fine levied within the stipulated period as per the notice stated above, the
concerned recognized Stock Exchange(s) shall send intimation to other recognized
Stock Exchange(s) and all entities allowed to act as EBP, regarding failure of
compliance of such entity.
3. The recognized Stock Exchange(S) and/ or other entities allowed to act as EBP,
thereafter, shall not allow:
a. issuance of any securities, as defined under Chapter VI of SEBI Operational
Circular no. SEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021 by such
non-compliant entity on the EBP Platform; and
b. further listing of Non-convertible Securities or Commercial Paper of such non-
compliant entity.
4. The restrictions mentioned at Paras 3(a) & (b) above shall continue until the non-
compliant entity subsequently complies with the respective requirement(s) and pays
the fine levied. Further, if the non-compliant entity subsequently complies with the
respective requirement(s) and pays the fine levied, in terms of this Circular, the
concerned recognized Stock Exchange(s) shall display on their website compliance
and status of fines paid by such entity. Simultaneously, the concerned recognized
Stock Exchange(s) shall intimate other recognized stock exchange(s), other entities
allowed to act as Electronic Book Provider (EBP), regarding compliance of such
entity.
5. The recognized Stock Exchange(s) shall also advise the non-compliant entity to
ensure that the subject matter of non-compliance which has been identified and
indicated by the recognized Stock Exchange(s) and any subsequent action taken
by the recognized Stock Exchange(s) in this regard shall be placed before the Board
Page 59 of 89
of Directors of the entity in its next meeting. Comments made by the board shall be
duly informed to the recognized Stock Exchange(s) for dissemination.
Page 60 of 89
Chapter X - Format for statements/ reports to be submitted to Stock Exchange(s) by
listed entity which has listed its Securitised Debt Instruments55
[See Regulations 82(3) and 82(4) of the Listing Regulations]
1. Regulation 82(3) of the Listing Regulations, specifies that an entity with listed
Securitised Debt Instruments, shall submit statements, reports or information including
financial information to the Stock Exchange(s) within seven days from the end of the
month/ actual payment date, either by itself or through the servicer, in the format as
specified by the Board from time to time. Further regulation 82(4) of the Listing
Regulations, mandates an entity with listed Securitised Debt Instruments, to disclose
loan level information to the Stock Exchange(s).
2. Accordingly, formats for statements/ reports as per Annex - X-A to this chapter are
being prescribed which requires the listed entity to provide pool level, tranche level and
loan level details.
55 Circular No. CIR/IMD/DF1/10/2015 dated November 27, 2015; the circular come into force from December
01, 2015.
Page 61 of 89
Annex - X-A
Disclosures for the month of __________
A. Snapshot
A1. Pool snapshot
Originator
Total billing during the month
SPDE
Total collections during the month
Asset class (es)
Cumulative collections efficiency ratio
Deal structure (Par/Premium)
Excess Spread percentage
Original Pool size
Change in reserve account balance
Current Pool size
Number of loans prepaid or foreclosed during the
month
Original Weighted Average Life
Amount of loans prepaid or foreclosed during the
month
Current weighted average life
Original weighted average LTV
Door-to-door maturity
Current weighted average LTV
Initial
weighted
average
seasoning
Total number of overdue loans
A2. Tranche snapshot
A1 Tranche A2 Tranche A3 Tranche A4 Tranche A5 Tranche
Tranche Class Name
ISIN
Stock exchange
Legal Maturity of tranche
Rating agency
Original Rating
Current Rating
Record Date
Payment Date
Coupon rate
Principal excess/shortfalls
Interest excess/shortfalls
B. Pool level details
Note: - The asset classes are defined as Asset class-1, Asset Class-2 etc. for illustration purposes. The
asset class (E.g. Home loans/two-wheeler loans, etc.) shall be named as such in the respective columns
B1. Loan Details
Particulars
Asset Class-1
Asset Class-2
Total
Number
of loans
Value
of loans
Number
of loans
Value
of loans
Number
of loans
Value
of loans
Original Number/ value of Loans
Loans- opening balance
Loans Naturally terminated
Loans Prepaid
Loans Foreclosed
Loans- Closing balance
B2. Yield, maturity & LTV details
Particulars
Asset Class-1 Asset Class-2
Total
Original Weighted Average Yield or Coupon
Current Weighted Average Yield or Coupon
Original Weighted Average Maturity
Current Weighted Average Maturity
Original Loan to Value (LTV) Ratio
Current Loan to Value (LTV) Ratio
Door-to-door maturity
Page 62 of 89
B3. Credit enhancement details
Excess Spread Percentage
Excess Spread Amount
Over collateral, if any
Nature of credit enhancement facilities – whether guarantee/ deposit/ overdraft/ others. If
others, please specify
- Liquidity facility
- First Loss Facility
- Second Loss facility
Liquidity facility
- Opening Balance / Guarantee available at beginning of the month
- Closing Balance / Guarantee available at end of the month
First Loss facility
- Opening Balance / Guarantee available at beginning of the month
- Closing Balance / Guarantee available at end of the month
Second Loss facility
- Opening Balance / Guarantee available at beginning of the month
- Closing Balance / Guarantee available at end of the month
Change in reserve account balance
B4. Waterfall mechanism
Receipts
Collections pertaining to current billing
Collections pertaining to previous overdues
Prepayment collection
Collection of prepayment premium
Other collections net of deductions
Liquidity facility - Utilization for current pay-out
First Loss facility - Utilization for current pay-out
Second Loss facility- Utilization for current pay-out
Total Receipts
Payments
Statutory/ regulatory dues
Costs/ charges incurred by Trustee
Costs/ charges incurred by Designated Bank
Liquidity Facility Fee/ Interest
Collection and Processing Agent
Miscellaneous
Payment to Senior Contributors
A1 Tranche
A2 Tranche
A3 Tranche
Payment of excess to Residual Contributors/ Subordinate Pay-outs
Payments to Liquidity Facility
Payments to Second Loss Facility
Payments to First Loss facility
Total Payments
B5. Future cash flows schedule till maturity
Month (Starting
from next month)
Asset class 1
Asset class 2
Total
Principal
Interest
Principal Interest
Principal
Interest
Page 63 of 89
B6. Collection efficiency report
Asset Class-1 Asset Class-2
Total
Cumulative billing
Cumulative collections
Current billing
Billing pertaining to > 90 DPD contracts
Billing pertaining to repossessed contracts
Billing pertaining to < 90 DPD
Current collections [excluding prepayments and other
collections]
Collections pertaining to > 90 DPD contracts
Collections pertaining to repossessed contracts
Collection pertaining to < 90 DPD
Prepayment collection
Collection of prepayment premium
Other collections net of deductions
Closing overdues
Closing pertaining to repossessed contracts
Overdues pertaining to other contracts
Profit / Loss on Repossession Contracts
Cumulative collection efficiency ratio (CCER)
B7. Details of overdue loans Assets Class-1
Particulars
Total
overdue
Overdue up to
90 days
Overdue 91 to
180 days
Overdue>
180 days
Number of loans
Principal overdue
Interest overdue
Future principal due of overdue loans
Future interest due of overdue loans
Assets Class-2
Particulars
Total
overdue
Overdue up to
90 days
Overdue 91
to 180 days
Overdue > 180
days
Number of loans
Principal overdue
Interest overdue
Future principal due of overdue loans
Future interest due of overdue loans
Total
Particulars
Total
overdue
Overdue up
to 90 days
Overdue 91
to 180 days
Overdue > 180
days
Number of loans
Principal overdue
Interest overdue
Future principal due of overdue loans
Future interest due of overdue loans
C. Tranche level details (Provide details for every tranche under the pool)
Note: - The tranches are defined as A1 Tranche, A2 tranche, etc. for illustration purposes. The tranches
are required to be named as in the offer document.
C1. General details
Particulars
A1 Tranche
A2 Tranche
A3 tranche
A4 Tranche
A5 Tranche
Number of PTCs
Original
collateral
Current
collateral
Page 64 of 89
C2. Principal payments
Particulars
A1 Tranche A2 Tranche A3 tranche A4 Tranche A5 Tranche
Original Principal Outstanding
Opening Principal outstanding
Principal payments made
Principal payments received
Principal excess/ Shortfall
Closing outstanding Principal
Cumulative Principal Shortfalls
Previous factor (principal)
Current factor (principal)
C3. Interest payments
Particulars
A1 Tranche A2 Tranche A3 tranche
A4 Tranche A5 Tranche
Original Interest Outstanding
Opening interest outstanding
Interest payments due
Interest payments received
closing interest Outstanding
Previous factor (interest)
Current factor (interest)
Current Coupon rate
Coupon amount
Current Interest Shortfall
Cumulative Interest Shortfall
C4. Credit rating
Particulars
A1 Tranche
A2 Tranche A3 tranche
A4 Tranche A5 Tranche
Original Rating
Rating
change
(Upgraded/
Downgraded/ No change)
- 1st change
- 2nd change
- 3rd change
Current Rating
C5. Future cash flows schedule till maturity
Month (Starting from
next month)
A1 Tranche
A2 Tranche
Principal
Interest
Principal
Interest
Notes- For every asset class, loan level details in the above format shall be furnished for top 20 loans in descending
order of value of principal outstanding.
Page 65 of 89
Explanation of terms:
A. Snapshot
A1. Pool
snapshot
Particulars
Data format
Description
Nature
Originator
Text
Name of the originator including the group to which
it belongs, if applicable
Static
SPDE
Text
Special Purpose Distinct Entity as defined in SEBI
(Public Offer and Listing of Securitized Debt
Instruments) Regulations, 2008
Static
Asset class
Text
The asset class (es) underlying the securities e.g.
Home loans/Auto loans, etc. Nomenclature and
classification of asset classes shall be as defined
by the issuer in the offer document
Static
Deal Structure
Text
Whether the structure of the deal is par/premium
structure
Static
Original Pool size
Numeric
Value of the loans in the pool at the time of
issuance
Static
Current Pool size
Numeric
Value of the loans in the pool as on date
Dynamic
Original Weighted
Average life
Numeric
The original weighted average maturity of the
loans collateralizing the pool in months weighted
by their original principal balance
Static
Current Weighted
Average Life
Numeric
The current weighted average maturity date of the
loans collateralizing the pool in months weighted
by their current principal balance
Dynamic
Door-to-door
maturity
Numeric
The number of months since the date of
disbursement till the date of collection of final
principal/ interest
Dynamic
Total billing during
the month
Numeric
Total amount due from all the loans underlying the
pool for the month
Dynamic
Total
collections
during the month
Numeric
Total collections pertaining to the dues for the
current month
Dynamic
Cumulative
collection
efficiency
ratio
(CCER)
Numeric
Total collections until the current month excluding
pre payments/ Total overdues as on date
Dynamic
Excess
Spread
Percentage
Numeric
The amount of funds remaining as a percentage
(%) of the Current Loan Principal Balance after the
period’s collections have been fully applied to
cover the issuer’s obligations (i.e. senior fees,
bond interest due, swap payments) pursuant to the
priority of payments given in the transaction
documentation
Dynamic
Change in reserve
account balance
Numeric
The difference between the Ending Account
Balance and the Beginning Account Balance of the
month in all credit enhancement accounts taken
together such that a positive amount represents a
net deposit to the account and a negative quantity
represents a net withdrawal from the account
Dynamic
Number of loans
prepaid
or
foreclosed during
the month
Numeric
Number of loans underlying the pool which have
either been prepaid or foreclosed during the month Dynamic
Value
of
loans
prepaid
or
foreclosed during
the month
Numeric
Value of loans underlying the pool which have
either been prepaid or foreclosed during the month Dynamic
Original weighted
average
LTV(Loan-to-
value)
Numeric
The ratio obtained by dividing the Original Total
Value of the Loans by the weighted average
market value of the underlying assets securing the
loans
Static
Current 'weighted
average
LTV(Loan-to-
value)
Numeric
The ratio obtained by dividing the current Total
Value of the Loans by the weighted average
market value of the underlying assets securing the
loans based on the latest available valuations.
Dynamic
Page 66 of 89
Where valuation is not available, estimates/self-
assessments may be used.
Particulars
Data format
Description
Nature
Total number of
overdue loans
Numeric
Cumulative loans overdue as on the last date of
the month
Dynamic
Initial
weighted
average
seasoning
Numeric
Weighted average of the holding period in months
of the securitized loans by originator prior to
securitization weighted by original principal
balance
Static
A2.
Tranche
snapshot
Tranche
Class
Name
Alphanumeric The designation (letter(s) and/or number(s)) given
to the tranche
Static
ISIN
Numeric
The security identification code assigned to the
class/tranche of security pursuant to the securities
code established by an exchange
Static
Stock exchange
Text
The identified stock exchange/s where the security
is listed
Static
Legal Maturity of
the tranche
Date
The date before which a specific tranche of the
security must be repaid in order not to be in default Static
Rating agency
Text
Name of the rating agency or agencies as stated
in the prospectus
Static
Original
Rating
(Indicate
all
ratings assigned)
Alphanumeric
The original rating assigned by the rating agency
or agencies for each tranche of the pool issued as
defined in the prospectus
Static
Current Rating
Alphanumeric The rating assigned by the rating agency or
agencies for the tranche as on date
Dynamic
Record Date
Date
The date on which registered holders of the
security are determined for the purpose of making
payments to such registered holders on the next
succeeding payment date
Static
Payment Date
Date
The periodic date on which the recurring payment
of the tranche is scheduled to occur; the period
between the 2 payment dates referred to as 'the
month'
Static
Coupon rate
Numeric
The coupon rate for the tranche whether fixed or
floating
- In case of fixed interest, specify the coupon
rate
- In case of floating interest specify as
benchmark + ____bps E.g. 10 year G-Sec Rate+
300 bps= ____ % (current rate)
Dynamic
Principal excess/
Shortfall
Numeric
The difference between the amount of Total
Scheduled Principal distribution and the amount of
principal paid to the tranche during the month.
Specify
excess
or
shortfall
in
parenthesis
alongside the figure.
Dynamic
Interest
excess/shortfall
Numeric
The difference between the Coupon Amount and
the amount of the interest paid or accrued for the
month on the tranche
Dynamic
B. Pool Level Details
B1. Loan
details
Particulars
Data format
Description
Nature
Original
Number
/Value of Loans
Numeric
Number & value of securitized loans in the pool at
the time of issuance
Static
Loans-opening
balance
Numeric
Number & value of securitized loans in the pool at
the beginning of the month
Dynamic
Loans
naturally
terminated
Numeric
Number & value of loans naturally terminated
which were due for termination during the month
Dynamic
Loans prepaid
Numeric
Number & value of loans pre-paid before the
maturity of the loans during the month
Dynamic
Loans foreclosed
Numeric
Number & value of loans foreclosed during the
month
Dynamic
Page 67 of 89
Particulars
Data format
Description
Nature
Loans-closing
balance
Numeric
Number & value of securitized loans in the pool at
the end of the month
Dynamic
B2. Yield,
maturity
&
LTV
details
Original Weighted
Average Yield or
Coupon
Numeric
The original weighted average rate of interest
(coupon or contract rate) and/or other income on
the loans collateralizing the pool weighted by the
original principal balance of the loans
Static
Current Weighted
Average Yield or
Coupon
Numeric
The current weighted average rate of interest
(coupon or contract rate) and/or other income on
the loans collateralizing the pool weighted by the
current principal balance of the loans
Dynamic
Original Weighted
Average
Life
Numeric
The original weighted average maturity date of the
loans collateralizing the pool weighted by their
original principal balance
Static
Current Weighted
Average
Life
Numeric
The current weighted average maturity date of the
loans collateralizing the pool weighted by their
current principal balance
Dynamic
Original Loan to
Value (LTV)
Numeric
The ratio obtained by dividing the Original Total
Value of the Loans by the weighted average market
value of the underlying assets securing the loans
Static
Current Loan to
Value (LTV)
Numeric
The ratio obtained by dividing the current Total
Value of the Loans by the weighted average
market value of the underlying assets securing the
loans based on the latest available valuations
Dynamic
Door-to-door
maturity
Numeric
The number of months since the date of
disbursement till the date of collection of final
principal/interest
Dynamic
B3.
Details of
Credit
enhance
ment/liqu
idity
facilities
Excess
Spread
Percentage
Numeric
The amount of funds remaining as a percentage
(%) of Current Loan Principal Balance after the
period’s collections have been fully applied to cover
the issuer’s obligations (i.e. senior fees, bond
interest due, swap payments) as per priority of
payments given in the transaction documentation
Dynamic
Excess
Spread
Amount
Numeric
The amount of funds remaining in absolute terms
of the Current Loan Principal Balance after the
period’s collections have been fully applied to cover
the issuer’s obligations (i.e. senior fees, bond
interest due, swap payments) as per priority of
payments given in the transaction documentation
Dynamic
Over-collateral
Numeric
The difference between the principal balance on
the loans in the pool and the principal balance on
the outstanding PTCs
Dynamic
Nature
of
credit
enhancement
facilities
Text
Whether the credit enhancement facility is in the
nature of a guarantee/ deposit/ overdraft/ others.
If others, please specify
Dynamic
Liquidity
Facility-
Opening Balance /
Guarantee
available
at
beginning of the
month
Numeric
Liquidity facilities' enable SPVs to assure investors
of timely payments. These include
Smoothening of timing differences between
payment of interest and principal on pooled assets
and payments due to investors. Provide the
balance of funds on deposit in the Liquid facilities
account at the beginning of the month/ Guarantee
available at beginning of the month
Dynamic
Liquidity Facility- -
Closing Balance /
Guarantee
available at end of
the month
Numeric
The balance of funds on deposit in the Liquid
facilities account at the end of the month/
Guarantee available at end of the month
Dynamic
First Loss facility-
Opening Balance /
Guarantee
available
at
beginning of the
month
Numeric
A 'first loss facility' represents the first level of
financial support to a SPV as part of the process in
bringing the securities issued by the SPV to
investment grade. Provide the balance of funds on
deposit in the First Loss Facility account at the
beginning of the month/ Guarantee available at
beginning of the month
Dynamic
Page 68 of 89
Particulars
Data format
Description
Nature
First Loss Facility -
Closing Balance /
Guarantee
available at end of
the
month
Numeric
Balance of funds on deposit in the First Loss
Facility account at the end of the month/ Guarantee
available at end of the month
Dynamic
Second
Loss
Facility -
Opening Balance /
Guarantee
available
at
beginning of the
month
Numeric
A "second loss facility" represents a credit
enhancement providing a second (or subsequent)
tier of protection to an SPV against potential
losses. Provide the balance of funds on deposit in
the Second Loss facility account at the beginning
of the month/ Guarantee available at beginning of
the month
Dynamic
Second
Loss
facility-
Closing
Balance
/
Guarantee
available at end of
the month
Numeric
The balance of funds on deposit in the Second
Loss facility account at the end of the month/
Guarantee available at end of the month
Dynamic
Change in reserve
account balance
Numeric
The difference between the Ending Account
Balance and the Beginning Account Balance of the
month in all credit enhancement accounts taken
together such that a positive amount represents a
net deposit to the account and a negative quantity
represents a net withdrawal from the account
Dynamic
B4.
Waterfall
Mechani
sm
Particulars
Data
format
Description
Nature
Receipts
Collections pertaining
to current month
Numeric
Total collections pertaining to the dues for the
current month
Dynamic
Collections pertaining
to previous overdues
Numeric
Total collections pertaining to the dues for the
previous months
Dynamic
Prepayment
collection
Numeric
Collection of principal Prepayments during the
month
Dynamic
Collection
of
prepayment premium
Numeric
Collection
of
premiums
pertaining
to
the
prepayments made during the month
Dynamic
Other collections net
of deductions
Numeric
Other collections during the month net of deductions
not included above
Dynamic
Liquid
facility
-
Utilization for current
pay-out
Numeric
Amount withdrawn from the Liquid facility for pay-
out to investors during current month
Dynamic
First Loss facility -
Utilization for current
pay-out
Numeric
Amount withdrawn from the First Loss facility for
pay-out to investors during current month
Dynamic
Second Loss facility-
Utilization for current
pay-out
Numeric
Amount utilized from the Second Loss facility for
pay-out to investors during current month
Dynamic
Total Receipts
Numeric
Total of all receipts during the month
Dynamic
Payments
Statutory/ regulatory
dues
Numeric
Statutory / regulatory dues paid for the month
Dynamic
Costs/
charges
incurred by Trustee
Numeric
Costs/ charges incurred by Trustee for the month
Dynamic
Costs/
charges
incurred
by
Designated Bank
Numeric
Costs/ charges incurred by Designated Bank for the
month
Dynamic
Liquidity Facility Fee/
Interest
Numeric
Fee/ Interest for maintaining liquidity facility the
month
Dynamic
Collection
and
Processing
Agent
fees
Numeric
Collection and Processing Agent fees paid out for
the month
Dynamic
Page 69 of 89
Particulars
Data
format
Description
Nature
Miscellaneous
payments
Numeric
Any miscellaneous payments not included above
Dynamic
Payment to Senior
Contributors (A1, A2,
A3,etc.
tranche
holders)
Numeric
Payment made to each class of tranche holders
during the month
Dynamic
Payment of excess to
Residual
Contributors/
Subordinate Pay-outs
Numeric
Payment
of
excess
made
to
the
residual
contributors / subordinate pay-outs during the
month
Dynamic
Payments to Liquidity
facility
Numeric
Transfer to Liquid facility using excess reserves
after current pay-out
Dynamic
Payments to Second
Loss facility
Numeric
Transfer to Second Loss facility using excess
reserves after current pay-out
Dynamic
Payments
to
First
Loss
facility
Numeric
Transfer to First Loss facility using excess reserves
after current pay-out
Dynamic
Total payments
Numeric
Total of all payments made during the month
Dynamic
B5.
Future
cash
flows
schedule
till
maturity
Details of future cash
flows of the pool
Numeric
Details of the projected cash flows for every asset
class in the pool subdividing the cash flows into
interest and principal payments for every month till
maturity
Dynamic
B6.
Collectio
n
efficienc
y report
Cumulative billing
Numeric
Cumulative total amount due from all the loans
underlying the pool as on date
Dynamic
Cumulative
collections
Numeric
Cumulative total amount collected from all the loans
underlying the pool as on date
Dynamic
Current billing
Numeric
Total amount due from all the loans underlying the
pool for the month
Dynamic
Billing
pertaining
to > 90 DPD contracts
Numeric
Total amount due from the loans underlying the pool
for the month where interest or principal or both have
been due for more than 90 days
Dynamic
Billing pertaining to
repossessed
contracts
Numeric
Total amount due from the loans underlying the pool
for the month where the contracts are repossessed
Dynamic
Billing pertaining to <
90
DPD
Numeric
Total amount due from the loans underlying the pool
for the month excluding the loans mentioned in the
above row
Dynamic
Current
collections
[excluding
prepayments
and
other
collections]
Numeric
Total amount collected during the month excluding
prepayments and other collections
Dynamic
Collections
pertaining to > 90
DPD contracts
Numeric
DPD- Days Past Due
Total amount collected during the month excluding
prepayments and other collections pertaining to the
loans where interest or principal or both have been
due for more than 90 days OR
Dynamic
Collections pertaining
to
repossessed
contracts
Numeric
Total amount collected during the month excluding
prepayments and other collections pertaining to the
loans where the contracts are repossessed
Dynamic
Collection pertaining
to < 90 DPD
Numeric
DPD- Days Past Due
Total amount collected during the month excluding
prepayments and other collections excluding the
loans mentioned in the above row
Dynamic
Prepayment
collection
Numeric
Total
prepayments
received
from
the
loans
underlying the pool during the month
Dynamic
Collection
of
prepayment premium Numeric
Total Prepayment Premium collected pertaining to
the loans pre-paid during the month
Dynamic
Page 70 of 89
Particulars
Data
format
Description
Nature
Other collections net
of deductions
Numeric
Other collections from the loans except for the ones
mentioned above net of deductions
Dynamic
Closing overdues
Numeric
Total loans overdue as on date
Dynamic
Closing pertaining to
repossessed
contracts
Numeric
Total loans overdue as on date pertaining to
repossessed contracts
Dynamic
Overdues pertaining
to other contracts
Numeric
Total loans overdue as on date pertaining to contracts
other than repossessed contracts
Dynamic
Profit/
Loss
on
Repossession
Contracts
Numeric
Any Profit/ Loss made on Repossession Contracts
during the month Include profit/ Loss in parenthesis
across the figure
Dynamic
Cumulative collection
efficiency
ratio
(CCER)
Numeric
Total collections during the month/ Total overdues as
on date
Dynamic
B7.
Details of
overdue
loans
Number of loans
Numeric
Number of loans overdue as on the last date of the
month for up to 90 days, 91-180 days & more than
180 days respectively for every assets class & on a
total basis
Dynamic
Principal overdue
Numeric
Cumulative Principal overdue on the loans overdue as
on the last date of the month for up to 90 days, 91-
180 days & more than 180 days respectively for every
assets class & on a total basis
Dynamic
Interest overdue
Numeric
Cumulative Interest overdue on the loans overdue as
on the last date of the month for up to 90 days, 91-
180 days & more than 180 days respectively for every
assets class & on a total basis
Dynamic
Future principal due
of overdue loans
Numeric
Total principal overdue in future from all loans which
are overdue as on date for up to 90 days, 91180 days
& more than 180 days respectively for every assets
class & on a total basis
Dynamic
Future interest due of
overdue loans
Numeric
Total interest overdue in future from all loans which
are overdue as on date for up to 90 days, 91180 days
& more than 180 days respectively for every assets
class & on a total basis
Dynamic
C. Tranche level details (Provide details for every tranche under the pool)
C1.
General
Details
Particulars
Data
format
Description
Nature
Number of PTCs
Numeric
The number of Pass Through Certificates under
every tranche
Static
Original collateral
Numeric
Value of the collateral underlying the loans for every
tranche at the time of issuance
Static
Current collateral
Numeric
Value of the collateral underlying the loans for every
tranche based on current market valuations. Where
valuation is not readily available, estimates/ self-
assessments may be used.
Dynamic
C2.
Principal
payments
Original
Principal
Outstanding
Numeric
The Original Principal Balance of the tranche at
issuance
Static
Opening
Principal
outstanding
Numeric
The par, or notional, balance of the principal of the
tranche at the beginning of the month
Dynamic
Principal
payments
due
Numeric
The total amount of principal payments due during
the month
Dynamic
Principal
payments
made
Numeric
The total amount of principal payments made during
the month
Dynamic
Principal
excess/
Shortfall
Numeric
The par, or notional, balance of the tranche at the
end of the month
Dynamic
Closing
outstanding
Principal
Numeric
The difference between the amount of Total
Scheduled Principal distribution and the amount of
principal paid to the tranche during the month
Specify excess or shortfall in parenthesis alongside
the figure.
Dynamic
Page 71 of 89
Particulars
Data
format
Description
Nature
Cumulative
Principal
Shortfalls
Numeric
The cumulative amount of Principal Shortfall as on
date
Dynamic
Previous
factor
(principal)
Numeric
Total principal Outstanding at beginning of month ÷
Original Principal Outstanding
Dynamic
Current
factor
(principal)
Numeric
Total current principal Outstanding at beginning of
month ÷ Original Principal Outstanding
Dynamic
C3.
Interest
payment
s
Original
Interest
Outstanding
Numeric
The Original interest Balance of the tranche at
issuance
Static
Opening
interest
outstanding
Numeric
The balance of the interest of the tranche at the
beginning of the month
Dynamic
Interest payments due Numeric
The total amount of interest payments due during
the month
Dynamic
Interest
payments
received
Numeric
The total amount of interest payments made during
the month
Dynamic
closing
interest
Outstanding
Numeric
The balance of the interest at the end of the month Dynamic
Previous
factor
(interest)
Numeric
Total interest Outstanding at beginning of month ÷
Original interest Outstanding
Dynamic
Current
factor
(interest)
Numeric
Total current interest Outstanding at beginning of
month ÷ Original interest Outstanding
Dynamic
Current Coupon rate
Numeric
The coupon rate for the tranche whether fixed or
floating
-
In case of fixed interest, specify the coupon
rate
-
In case of floating interest specify as
benchmark + ____bps E.g. 10 year G-Sec Rate+
300 bps= ____ % (current rate)
Dynamic
Coupon amount
Numeric
Amount of scheduled interest due for the month for
the tranche
Dynamic
Current
Interest
Shortfall
Numeric
The difference between the Coupon Amount and
the amount of the interest paid or accrued for the
month on the tranche
Dynamic
Cumulative
Interest
Shortfall
Numeric
The cumulative difference between Coupon Amount
of interest due and the amount of interest paid or
accrued till date for the tranche
Dynamic
C4.
Credit
Rating
Original
Rating
(Indicate
all
ratings
assigned)
Alphanum
eric
The original rating assigned by the rating agency or
agencies for each tranche of the pool issued as
defined in the prospectus
Static
Rating change
(Upgraded/Downgrad
ed/No change)
Text
Whether the rating of the tranche has been
upgraded/ downgraded by any rating agency in
comparison with the initial rating
Dynamic
1st
change/
2nd
change, etc.
Alphanum
eric
Mention every subsequent changed rating received
by the instrument till date
Dynamic
Current Rating
Alphanum
eric
The rating assigned by the rating agency or
agencies for the tranche as on date for all rating
agencies
Dynamic
C5.
Future
cash
flows
schedule
till
maturity
Details of future cash
flows for every tranche
Numeric
Details of the projected cash flows for every tranche
subdividing the cash flows into interest and principal
payments for every month till maturity
Dynamic
Page 72 of 89
D. Loan level details
D1. Loan
level data
Particulars
Data
format
Description
Nature
Asset Class
Text
Name of the asset class to which the loan
belongs. E.g. (Home loan, 2-wheeler loan, etc.)
Static
Original
Principal
balance
Numeric
Original principal balance of the loan at the time
of grant of loan
Static
Current
Principal
balance
Numeric
Principal balance due of the loan at the end of
the month
Dynamic
Interest rate- Fixed or
Floating*
Text
Whether the interest rate on the loan is fixed/
floating. In case interest rate if fixed but maturity
changes according to interest rate-mention as
'floating maturity'
Static
Current Interest Rate
(in p.a.)
Rate
Mention interest rate currently applicable on the
loan
Dynamic
Original maturity of loan
(in months)
Numeric
Maturity of the loan at the time of grant of loan Static
Holding
period
by
originator
prior
to
securitization (in
months)
Numeric
Number of months the loan was in the books of
the originator before being securitized
Static
Remaining maturity as
on date(in months)
Numeric
Maturity of the loan as at the end of the month Dynamic
Principal
payments
due till date
Numeric
Amount of principal payments due till the end of
month as per the agreement whether paid or
not
Dynamic
Principal
payments
made till date
Numeric
Amount of principal payments made till the end
of month including any prepayments made
Dynamic
Principal payment due
for the month
Numeric
Amount of principal payments made during the
month including any prepayments made
Dynamic
Interest payments due
till date
Numeric
Amount of interest payments due till the end of
month as per the agreement whether paid or
not
Dynamic
Interest
payments
made till date
Numeric
Amount of interest payments made till the end
of month
Dynamic
Interest payment due
for the month
Numeric
Amount of interest payments made during the
month
Dynamic
Overdue status
Text
State the overdue status as either of the
following-
1. Not overdue
2. <90 days
3. 90-180 days
4. > 180 days
Dynamic
If
overdue,
principal
overdue till date
Numeric
If the loan is overdue, mention the amount of
principal payments overdue on the loan at the
end of the month
Dynamic
If
overdue,
interest
overdue till date
Numeric
If the loan is overdue, mention the amount of
interest payments overdue on the loan at the
end of the month
Dynamic
Page 73 of 89
Chapter XI – Formats relating to review of rating and payment obligations
[See Regulations 55 and 57 of Listing Regulations]
1. Regulation 55 of the Listing Regulations mandates review of rating obtained from
a Credit Rating Agency at least once a year. Regulation 57 of the Listing
Regulations prescribes certain intimation/ submissions to be made by the listed
entity to the Stock Exchange(s) concerning the payment of interest/ dividend/
principal obligations for Non-convertible Securities.
2. The formats in this regard are given below:
2.1. Format for submission under Regulation 55
Details of credit rating
Current rating details
Sr.
No.
ISIN
Name of
the Credit
Rating
Agency
Credit
rating
assigne
d
Outlook
(Stable/
Positive/
Negative/
No
Outlook)
Rating
Action
(New/
Upgrade/
Downgra
de/
Re-
Affirm/
Other)
Specify
other
rating
action
Date of
Credit
rating
Verifica
tion
status
of
Credit
Rating
Agenci
es
Date
of
verific
ation
1
2
3
4
5
6
7
8
9
10
2.2. Format for submission under Regulation 57 (1)
a. Whether Interest payment/ redemption payment made (yes/ no):
b. Details of interest payments:
Sl. No.
Particulars
Details
1
ISIN
2
Issue size
3
Interest Amount to be paid on due date
4
Frequency - quarterly/ monthly
5
Change in frequency of payment (if any)
6
Details of such change
7
Interest payment record date
8
Due date for interest payment (DD/MM/YYYY)
9
Actual date for interest payment (DD/MM/YYYY)
10
Amount of interest paid
11
Date of last interest payment
12
Reason for non-payment/ delay in payment
c. Details of redemption payments:
Sl. No.
Particulars
Details
1
ISIN
2
Type of redemption (full/ partial)
3
If partial redemption, then
a. By face value redemption
b. By quantity redemption
4
If redemption is based on quantity, specify, whether on:
Page 74 of 89
Sl. No.
Particulars
Details
a. Lot basis
b. Pro-rata basis
5
Reason for redemption (call, put, premature redemption, maturity,
buyback, conversion, others (if any))
6
Redemption date due to put option (if any)
7
Redemption date due to call option (if any)
8
Quantity redeemed (no. of NCDs)
9
Due date for redemption/ maturity
10
Actual date for redemption (DD/MM/YYYY)
11
Amount redeemed
12
Outstanding amount (Rs.)
13
Date of last Interest payment
2.3. Format for submission under Regulation 57(4):
Name of the
Issuer
ISIN
Due Date
Record Date
Purpose (Interest/ Redemption/
Call Put Option/ If any)
1
2
3
4
5
2.4. Format for submission under Regulation 57(5):
Name
of the
Issuer
ISIN
Due
Date
Due
Amount
Record
Date
Purpose
(Interest/
Redemption/
Call
Put
Option/ If any)
Reason
for
unpaid (If any)
1
2
3
4
5
6
7
Page 75 of 89
Chapter XII – Scheme(s) of Arrangement by entities who have listed their
NCDs/ NCRPS56
[See Regulation 59A and 94A and Schedule XI of the Listing Regulations]
1. The Listing Regulations were amended vide notification dated November 14, 2022,
through insertion of Regulation 59A and 94A with respect to Scheme(s) of
Arrangement by entities who have listed their NCDs/ NCRPS.
2. The newly inserted Regulation 59A of the Listing Regulations provides that the
listed entity that has listed NCDs or NCRPS, which intends to undertake a scheme
of arrangement or is involved in a scheme of arrangement shall file the draft
scheme with Stock Exchange(s) for obtaining the No-Objection Letter, before filing
such scheme with any court or Tribunal. Regulation 94A of the Listing Regulations
requires the designated Stock Exchange to forward such draft schemes to SEBI in
the manner prescribed by SEBI.
3. It is pertinent to note that Regulation 11 of the Listing Regulations, inter-alia,
provides that any scheme of arrangement/ amalgamation/ merger/ reconstruction/
reduction of capital etc. to be presented to any Court or Tribunal, does not in any
way violate, override or limit the provisions of securities laws or requirements of
the Stock Exchanges.
4. This chapter contains the operational aspects with reference to scheme(s) of
arrangement by entities who have listed their NCDs/ NCRPS. The details of the
requirements to be complied with including formats for reporting and certificates
are given in Annex - XII-A to Annex - XII-E.
5. Applicability: Chapter XV of the Companies Act, 2013 deals with compromises,
arrangements and amalgamations by companies. This circular is applicable to all
listed entities that have listed NCDs/ NCRPS and intend to undertake or are
involved in a scheme of arrangement as per Chapter XV of the Companies Act,
2013. The provisions of this circular shall be applicable with immediate effect.
6. An entity that has listed only NCDs/ NCRPS, shall file the draft scheme of
arrangement in terms of Regulation 59A along with fees as specified in Clause 2
of Schedule XI of the Listing Regulations.
7. In case an entity has listed both specified securities and NCDs/ NCRPS, a single
filing of the draft scheme of arrangement in terms of Regulations 37 and 59A of the
Listing Regulations would suffice. However, fees shall be paid in terms of clause 1
of Schedule XI of the Listing Regulations.
56 Circular No. SEBI/HO/DDHS/DDHS-RACPOD1/P/CIR/2022/156 dated November 17, 2022; The
provisions of the said circular which were to be incorporated as chapter VI-A have been incorporated
as chapter XII.
Page 76 of 89
Annex - XII-A
Part I: Requirements to be complied by the “listed entities”57 which intend to
undertake a scheme of arrangement or are involved in a scheme of arrangement
In case of entities that are debt listed and have raised money by way of a public issue
or private placement of NCDs/ NCRPS, shall comply with these requirements before
the scheme of arrangement is filed with the National Company Law Tribunal (NCLT).
A. Requirements to be fulfilled by listed entities:
1. Choosing a Designated Stock Exchange:
1.1 Listed entities shall choose one of the Stock Exchange(s) having nationwide
trading terminals as the designated Stock Exchange for the purpose of
coordinating with SEBI.
1.2 Entities listed solely on regional Stock Exchange(s), shall obtain in-principle
approval for listing of NCDs/ NCRPS on any Stock Exchange having
nationwide trading terminals. One of the Stock Exchange(s) having
nationwide trading terminals shall provide a platform for dissemination of
information of such schemes and other documents required under this
circular. For such purpose, Stock Exchange(s) having nationwide trading
terminals may charge reasonable fees from such entities.
2. Submission of Documents:
The listed entity shall submit the following documents to the Stock Exchange(s):
(a) Draft scheme of arrangement/ amalgamation/ merger/ reconstruction, etc.
(b) Valuation Report as per Para (5) below, accompanied by an undertaking from
the listed entity stating that no material event impacting the valuation has
occurred during the intervening period of filing the scheme documents with
the Stock Exchange(s) and period under consideration for valuation.
(c) Fairness opinion on the valuation of assets done by a registered valuer for
the entities involved in the scheme of arrangement from a SEBI registered
Merchant Banker.
(d) Report from the board of directors of the listed entity recommending the draft
scheme, taking into consideration, inter-alia, the Valuation Report and
ensuring that the scheme is not detrimental to the holders of the NCDs/
NCRPS. This report shall also comment on the following:
(i)
Impact of the scheme on the holders of NCDs/ NCRPS.
(ii)
Safeguards for the protection of holders of NCDs/ NCRPS.
57 Listed entities for the purpose of this circular shall refer to all the entities that have listed NCDs/
NCRPS.
Page 77 of 89
(iii) Exit offer to the dissenting holders of NCDs/ NCRPS, if any.
(e) Audited financials for the last 3 years (financials not being more than 6 months
old) of unlisted entity;
(f) Auditor’s Certificate in the format specified in Annex - XII-B as per Para (6)
below;
(g) Detailed Compliance Report as per the format specified in Annex - XII-E duly
certified by the Company Secretary, Chief Financial Officer and the Managing
Director, confirming compliance with various regulatory requirements
specified for scheme of arrangement and all accounting standards.
(h) Declaration from the listed entity on any past defaults of listed debt obligations
of the entities forming part of the scheme.
(i) Declaration from the listed entity as to whether the listed entity or any of its
promoters or directors is a willful defaulter.
(j) No Objection Certificate (NOC) from the debenture trustee(s).
Provided that if such NOC is obtained from a debenture trustee, then such
NOC shall be submitted before the receipt of the No-Objection Letter from
Stock Exchange in terms of proposed new Regulations 59A of the Listing
Regulations.
3. The registered valuer in charge of valuation referred in para 2(b) above, and the
SEBI registered merchant banker referred in para 2(c) above, shall be
independent parties. For this purpose, they shall not be treated as independent in
case of existence of any material conflict of interest among themselves or with the
company, including that of common directorships or partnerships.
4. Conditions for schemes of arrangement involving unlisted entities:
In case of scheme of arrangement between listed and unlisted entities, the
following conditions shall be satisfied:
(a) The listed entity shall include information pertaining to the unlisted entity
involved in the scheme in the format specified for abridged prospectus as
provided in Part B of Schedule I of the SEBI (Issue and Listing of Non-
Convertible Securities) Regulations, 2021, in the notice or proposal to be sent
to the holders of NCDs/ NCRPS while seeking approval for the scheme.
(b) The accuracy and adequacy of such disclosures shall be certified by the SEBI
registered merchant banker after following the due diligence process. Such
disclosures shall also be submitted to the Stock Exchange(s) for uploading
on their websites.
(c) Unlisted entities can be merged with a listed entity only if the listed entity is
listed on a Stock Exchange having nationwide trading terminals.
Page 78 of 89
5. Valuation Report:
All listed entities are required to submit a valuation report from a Registered
Valuer. In case of scheme of arrangement between listed and unlisted entities, the
listed entity is required to submit a valuation report on behalf of unlisted entity,
from a Registered Valuer.
For the purpose of this clause, the Registered Valuer shall be a person, registered
as a valuer, having such qualifications and experience and being a member of an
organization recognized, as specified in Section 247 of the Companies Act, 2013
read with the applicable Rules issued thereunder.
6. Auditor’s certificate:
6.1. An auditor’s certificate shall be filed certifying the payment/ repayment
capability of the resultant entity. This certificate shall also certify that the
accounting treatment contained in the scheme is in compliance with all the
Accounting
Standards
specified
by
the
Central
Government
under Section 133 of the Companies Act, 2013 read with the rules framed
thereunder or the Accounting Standards issued by ICAI, as applicable, and
other generally accepted accounting principles.
Provided that in case of companies where the regulatory authorities of the
respective sector have prescribed norms for accounting treatment of items
in the financial statements contained in the scheme, the requirements of
such regulatory authorities shall prevail.
Explanation – For this purpose, where the accounting treatment referred
above do not comply with the accounting standards, the company shall
disclose, the reasons for such deviations and the financial effects, if any,
arising out of such deviation. Further, mere disclosure of deviations in
accounting treatments as prescribed in the aforementioned Accounting
Standards and other generally accepted accounting principles shall not be
deemed as compliance with the above.
6.2. The standard format for the auditor’s certificate would be as per Annex - XII-
B.
7. Report of Complaints/ Comments received by the listed entity on the draft
scheme of arrangement:
7.1. The Listed entity shall submit to Stock Exchange(s) a ‘Report on Complaints/
Comments’ received by the listed entity on the draft scheme of arrangement
which shall contain the details of complaints/ comments received by it on the
draft scheme from various sources (complaints/ comments written directly to
the listed entity or forwarded to it by the Stock Exchange(s)/ SEBI) as per
Annex - XII-C of this Circular prior to obtaining No-Objection Letter from Stock
Exchange(s) on draft scheme.
Page 79 of 89
7.2. The Report on Complaints/ Comments received by the listed entity on the draft
scheme of arrangement as mentioned above, shall be submitted by the listed
entity to the Stock Exchange(s) on the expiry of 10 days from the date of filing
of draft scheme with Stock Exchange(s) and hosting the draft scheme along
with documents specified under para (2) above on the websites of Stock
Exchange(s) and the listed entity.
8. Report on the Unpaid dues/ fines/ penalties:
8.1. All listed entities shall ensure that all dues to, and/or fines/penalties imposed
by SEBI, Stock Exchange(s) and the Depositories have been paid/ settled
before filing the draft scheme with the designated Stock Exchange.
8.2. In case of unpaid dues/ fines/ penalties, the listed entity shall submit to Stock
Exchange(s) a ‘Report on the Unpaid dues/ fines/ penalties’ which shall contain
the details of such unpaid dues/ fines / penalties in the format given in Annex
- XII-D to this Circular, along with the draft scheme.
9. Disclosure on the website:
9.1. The listed entity shall disclose the draft scheme of arrangement and all the
documents specified under para (2) above on its website simultaneously while
filing it with the Stock Exchange(s).
9.2. The listed entity shall also disclose the No-Objection Letter of the Stock
Exchange(s) on its website within 24 hours of receiving the same.
10. Notice or proposal sent to the holders of NCDs/ NCRPS for seeking approval
of scheme:
10.1. The listed entity shall send by email/ speed post (where e-mail is not
available), the No-Objection Letter of the Stock Exchange(s), to the holders
of NCDs/ NCRPS seeking approval for the Scheme.
10.2. The listed entity shall ensure that in the notice or proposal, it shall disclose
pre and post-arrangement details in respect of the following:
(a)
Expected debt structure; and
(b)
Fairness opinion obtained in terms of para 2(c) mentioned above.
10.3. The listed entity shall upload the Report on Complaints/ Comments received
by the listed entity on the draft scheme of arrangement as provided in Para 7
and the Compliance Report as provided in Para 2(g) above, on the company’s
website and websites of Stock Exchange(s).
11. Disclosures in the draft scheme of arrangement:
The listed entity shall disclose the following information in the draft scheme of
arrangement including but not limited to:
Page 80 of 89
(a) Face Value
(b) Dividend/ Coupon: The terms of payment of dividends/ coupon including
frequency, etc.
(c) Credit Rating
(d) Tenure/ Maturity
(e) Redemption: The terms of redemption, amount, date, redemption premium/
discount, and early redemption scenarios, if any.
(f) Safeguards for the protection of holders of NCDs/ NCRPS
(g) Exit offer to the dissenting holders of NCDs/ NCRPS, if any
(h) Other embedded features (put option, call option, dates, notification times, etc.
(i) Other terms of instruments
(j) Latest audited financials along with notes to accounts and any audit
qualifications. (Financial statements should not be later than six months prior
to the date of listing);
(k) An auditors’ certificate certifying the payment/ repayment capability of the
resultant entity.
(l) Fairness report as mentioned in para 2(c) above
(m) Any other information/details pertinent for holders of NCDs/NCRPS.
Any misstatement or furnishing of false information with regard to the said
information shall make the listed entity liable for punitive action as per the
provisions of applicable laws and regulations.
Subsequent to filing the draft scheme with SEBI by the Stock Exchanges, no
changes to the draft scheme, except those mandated by the regulators/ authorities/
tribunal shall be made without specific written consent of SEBI.
12. Approval of holders of NCDs/ NCRPS to Scheme through e- Voting:
The listed entities shall ensure that wherever the approval by holders of NCDs/
NCRPS for scheme of arrangement submitted with NCLT for sanction is required
at any stage, the facility for e-voting shall be provided after the disclosure of all
material facts in the notice including No-Objection Letter as referred to in para 10.1
above.
B. Obligations of the Stock Exchange:
1. The designated Stock Exchange, upon receipt of the draft scheme of arrangement
and documents referred to at para A(2) above shall:
1.1 Forward the same to SEBI within three working days from the date of receipt of
the draft scheme; and
1.2 Send the first set of queries, seeking clarifications, if any, from the registered
valuer or the statutory auditors/ listed entity, as applicable within ten working
days from the date of receipt of the draft scheme.
2. The Stock Exchange(s) shall provide the ‘No-Objection’ Letter to SEBI on the draft
scheme of arrangement in co-ordination with each other in terms of Regulation 94A
of the Listing Regulations within seven working days from the date of receipt of
Page 81 of 89
satisfactory reply from an expert/ entity if any, on clarifications, sought by Stock
Exchange(s), as applicable.
The Stock Exchanges shall ensure that the maximum number of days taken for
providing the ‘No-Objection’ Letter to SEBI shall not exceed thirty days from the
date of receipt of the draft scheme of arrangement.
3. The ‘Report on Complaints/ Comments’ received on the draft scheme of
arrangement in the format specified at Annex - XII-C to this Circular shall be
forwarded by the Stock Exchange(s) to SEBI immediately on receipt.
4. The ‘Report on the unpaid dues/ fines/ penalties’ shall be forwarded by the Stock
Exchange(s) to SEBI along with the draft scheme as per the format specified at
Annex - XII-D.
5. The Stock Exchange(s), shall issue ‘No-Objection’ Letter to the listed entity within
seven days of the receipt of comments from SEBI, after suitably incorporating such
comments in the No-Objection Letter.
6. The Stock Exchange(s), where the NCDs/ NCRPS are listed/ proposed to be listed
shall also disclose on their websites, the documents listed at para A(2) above
immediately on receipt. They shall also disclose the No-Objection Letter on their
websites immediately upon issuance.
C. Processing of the draft scheme by SEBI:
1. Upon receipt of the ‘No-Objection’ Letter from the Stock Exchange(s), SEBI shall
provide comments on the draft scheme of arrangement to the Stock Exchange(s).
While processing the draft scheme, SEBI may seek clarifications from any person
relevant in this regard including the listed entity or the Stock Exchange(s) and may
also seek an opinion from an Expert such as Practicing Company Secretary,
Practicing Chartered Accountant, Lawyer, etc.
2. SEBI shall provide comments on the draft scheme to the Stock Exchange(s) within
thirty days from the later of the following:
a.
date of receipt of satisfactory reply on clarifications, if any, sought from the
listed entity by SEBI; or
b.
date of receipt of opinion from expert, if sought by SEBI; or
c.
date of receipt of ‘No-Objection’ Letter from the Stock Exchange(s).
3. All complaints/ comments received by SEBI on the draft scheme of arrangement
shall be forwarded to the designated Stock Exchange, for necessary action and
resolution by the listed entity.
Page 82 of 89
PART II: Requirements by listed entity/ resultant entity post sanction of scheme
of arrangement by NCLT
1. The listed entity/ resultant entity shall ensure that steps for listing of NCDs/ NCRPS issued
pursuant to the scheme of arrangement, are completed and trading commences within
sixty days of receipt of the order of the NCLT, simultaneously on all the Stock Exchange(s)
where the NCDs/ NCRPS are listed. Before the commencement of trading, the listed entity/
resultant entity, in addition to disclosing the information in the form of an information
document on the websites of the Stock Exchange(s) where NCDs/ NCRPS are listed, shall
also give an advertisement in an English national daily and a regional daily having wide
circulation at the place where the registered office of the transferee entity is situated, giving
the following details:
(a) Name of the Company;
(b) Address of Registered Office and Corporate Office of Company;
(c) Details of change of name and/ or object clause;
(d) Capital structure - pre and post scheme of arrangement. This shall provide details of
the authorized, issued, subscribed and paid up capital (Number of instruments,
description, and aggregate nominal value);
(e) Debt structure - pre and post scheme of arrangement. This shall provide for details
such as face value, coupon, tenure, no. of NCDs/ NCRPS issued etc.
(f) Name and details of Promoters - educational qualifications, experience, address;
(g) Name and details of board of directors (experience including current/ past position held
in other firms);
(h) Business Model/ Business Overview and Strategy;
(i) Rationale for scheme of arrangement/ amalgamation/ merger/ reconstruction etc.
(j) Latest restated audited financials along with notes to accounts and any audit
qualifications. (Financial statements should not be later than six months prior to the
date of listing);
(k) Outstanding material litigations and defaults of the transferee entity, promoters,
directors or any of the group companies;
(l) Regulatory Action, if any - disciplinary action taken by SEBI or Stock Exchange(s)
against the Promoters in last five financial years;
(m) Brief details of outstanding criminal proceedings against the Promoters;
(n) Any material development after the date of the balance sheet; and
(o) Such other information as may be specified by SEBI from time to time.
Any misstatement or furnishing of false information with regard to the said information shall
make the listed entity liable for punitive action as per the provisions of applicable laws and
regulations.
Page 83 of 89
Annex - XII-B
Format of Auditor's Certificate
To,
The board of Directors,
…………………………………………………………….
(Name and address of the Company)
We, the statutory auditors of ……………………………. (name of the listed entity),
(hereinafter referred to as “the Company”), inter-alia certify the following:
i.
The resultant entity is capable of payment of interest/ repayment of principal.
ii.
The proposed accounting treatment specified in clause ……… (specify clause
number) of the Draft Scheme of ……………………………….. (specify the type
of Scheme) between ……………………………………….. (names of the
companies/entities involved) is in terms of the provisions of section(s)
………………………………… (specify the relevant section(s)) of the
Companies Act, 2013 with reference to its compliance with the applicable
Accounting Standards notified under the Companies Act, 2013 and Other
Generally Accepted Accounting Principles.
The responsibility for the preparation of the Draft Scheme and compliance with
relevant laws and regulations, including applicable Accounting Standards as
aforesaid, is that of the boards of directors of the Companies involved. Our
responsibility is to examine and report whether the Draft Scheme complies with the
applicable Accounting Standards and Other Generally Accepted Accounting
Principles. Nothing contained in this Certificate, nor anything said or done in the course
of, or in connection with the services that are subject to this Certificate, will extend any
duty of care that we may have in our capacity of the statutory auditors of any financial
statements of the Company. We carried out our examination in accordance with the
Guidance Note on Audit Reports and Certificates for Special Purposes, issued by the
Institute of Chartered Accountants of India.
Based on our examination and according to the information and explanations given to
us, we confirm that the accounting treatment contained in the aforesaid scheme is in
compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 and circulars issued thereunder and all the applicable Accounting Standards
notified by the Central Government under the Companies Act, 2013 and/or the
accounting treatment in respect of ………………………. (specify the financial
statement item(s)) as prescribed by ………………………………. (name of the
regulator) vide its Notification …………………………. (details of the Notification) which
prevail over the accounting treatment for the same as prescribed under the aforesaid
Accounting Standards (wherever applicable), except the following:
………………………………….
Page 84 of 89
………………………………….
This Certificate is issued at the request of the ……………………………. (name of the
Company) pursuant to the requirements of circulars issued under SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 for onward submission
to the …………………………………….. (name of the Stock Exchange(s)). This
Certificate should not be used for any other purpose without our prior written consent.
For
………………………………………………..
(name of the Firm)
Chartered Accountants
Firm Registration No.:
Signature
(Name of the member)
Designation (Partner or proprietor, as may be applicable):
Membership Number:
Place:
Date:
Page 85 of 89
Annex - XII-C
Format for Report of Complaints/ Comments received by the listed entity on
the draft scheme of arrangement
Part A:
Sr. No.
Particulars
Number
1
Number of complaints received directly
2
Number of complaints forwarded by Stock Exchange(s) / SEBI
3
Total Number of complaints/comments received (1+2)
4
Number of complaints resolved
5
Number of complaints pending
Part B:
Sr. No.
Name of complainant
Date of Complaint
Status (Resolved/ pending)
1
2
3
Page 86 of 89
Annex - XII-D
Format for report on unpaid dues/ fines/ penalties
Sr.
No.
Particulars
Details
of
dues/ fines/
penalties
Amount
Reason
for non-
payment
1.
Pending dues/ fines/ penalties of SEBI
2.
Pending dues/ fines/ penalties of Stock
Exchange(s)
3.
Pending dues/ fines/ penalties of Depositories
Page 87 of 89
Annex - XII-E
Format of the Compliance Report to be submitted along with the application for
obtaining No-Objection Letter from Stock Exchange(s) in terms of Regulation 59A of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
It is hereby certified that the scheme of arrangement involving (Name of the entities) does not,
in any way violate, override or limit the provisions of securities laws or requirements of the
Stock Exchange(s) and the same is in compliance with the applicable provisions of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time
to time, including the following:
Sr.
No.
Particulars
Whether
complied
(YES/ NO)
Remarks
1
Regulation 11 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 - Compliance with
securities laws
2
Submission of Valuation Report
3
Submission of Fairness opinion
4
Submission of documents to Stock Exchange(s)
5
Disclosures in the Scheme of Arrangement
6
Provision of approval of holders of NCDs/ NCRPS through
e-voting
7
Grievance redress/ Report on Complaints/ Comments
8
Conditions for schemes of arrangement involving unlisted
entities
9
Auditor’s
certificate
regarding
payment/
repayment
capability compliance with Accounting Standards
Company Secretary
Managing
Director
Certified that the transactions/ accounting treatment provided in the draft scheme of
arrangement involving (Name of the entities) are in compliance with all the Accounting
Standards applicable to a listed entity.
Chief Financial Officer Managing
Director
Page 88 of 89
Annex – 1 - List of circulars superseded
Sl.
No.
Date
Reference No.
Subject
1.
November 27,
2015
CIR/IMD/DF1/ 10/2015 Format for statements/ reports to be
submitted to Stock Exchange (s) by
listed entity which has listed its
securitised debt instruments
2.
May 26, 2017
CIR/IMD/DF/50/2017
Listing of Non-Convertible Redeemable
Preference Shares (NCRPS)/ Non-
Convertible
Debentures
(NCDs)
through a Scheme of Arrangement
3.
January
17,
2020
SEBI/HO/DDHS/08/20
20
Format
for
Statement
indicating
Deviation or Variation in the use of
proceeds of issue of listed non-
convertible debt securities or listed non-
convertible
redeemable
preference
shares (NCRPs)
4.
October
5,
2021
SEBI/HO/DDHS/CIR/2
021/0000000637
Revised Formats for filing Financial
information
5.
October
14,
2021
SEBI/HO/DDHS/CIR/2
021/0000000638
Revised Formats for Limited Review/
Audit Report for issuers of non-
convertible securities
6.
December 29,
2021
SEBI/HO/DDHS_Div2/
P/CIR/2021/699
Non-compliance with provisions related
to continuous disclosures
7.
January
07,
2022
SEBI/HO/DDHS/DDH
S_Div1/P/CIR/2022/00
00000006
Disclosure obligations of listed entities
in relation to Related Party Transactions
8.
November 17,
2022.
SEBI/HO/DDHS/DDH
S-
RACPOD1/P/CIR/202
2/156
Scheme(s) of Arrangement by entities
who have listed their NCDs/ NCRPS
Page 89 of 89
Glossary
Acronym
Full Form
AS
Accounting Standards
BS
Balance Sheet
Ind AS
Indian Accounting Standard
IRDAI
Insurance Regulatory and Development Authority
ISIN
International Securities Identification Number
LRR
Limited Review Report
NBFC
Non-Banking Financial Company
NCDs
Non-convertible Securities
NCRPS
Non-convertible Redeemable Preference Shares
PCS
Practicing Company Secretaries
PTCs
Pass Through Certificates
RBI
Reserve Bank of India
RPT
Related Party Transactions
SAs
Standards on Auditing