Rule · SEBI · 29 Jul 2022
Listed entities must submit quarterly standalone and annual consolidated financial results, plus half-yearly Statements of Assets and Liabilities and Cash Flows to Stock Exchanges. Delayed disclosures require reasons within one working day. Entities must file quarterly statements on non-convertible debt security proceeds utilization and deviations within 45 days of quarter-end. Default disclosures for loans exceeding 30 days or unlisted debt securities must occur within 24 hours, with quarterly updates within seven days. High-value debt issuers must submit corporate governance reports, including secretarial compliance reports within 60 days of year-end.
OPERATIONAL CIRCULAR
SEBI/HO/DDHS/DDHS_Div1/P/CIR/2022/0000000103 July 29, 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
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.
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.
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 Accordingly, the circulars listed at Annex - 1 stand superseded by this Operational Circular 2 .
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.
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
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.
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. make consequential changes, if any, to their respective bye-laws; and
7.6. 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
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 .................. 31
Chapter IV - Format of Statement indicating utilisation and Statement indicating deviation/
variation in the use of proceeds of issue of listed Non-convertible Securities ..................... 33
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.... 35
Chapter VI - Schemes of Arrangement involving NCDs/ NCRPS issued in lieu of specified
securities ............................................................................................................................ 38
Chapter VII - Formats specifying disclosure of Corporate Governance by.......................... 42
Chapter VIII - Disclosure obligations of listed entities in relation to its Related Party
Transactions ....................................................................................................................... 49
Chapter IX - Non-compliance with provisions related to continuous disclosures................. 53
Chapter X - Format for statements/ reports to be submitted to Stock Exchange(s) by listed
entity which has listed its Securitised Debt Instruments...................................................... 59
Chapter XI – Formats relating to review of rating and payment obligations ........................ 72
Annex – 1 - List of circulars superseded............................................................................. 74
Glossary ............................................................................................................................. 75
Chapter I – Formats for filing financial information 3
[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:
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.
2.2. Format: The statement of assets and liabilities shall be in the following format 5
:
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 format 6
:
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.
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.
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
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) -
Chapter II - Formats for Limited Review Report/ Audit Report for issuers of Nonconvertible Securities 7
[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):
7 Circular no. SEBI/HO/DDHS/CIR/2021/0000000638 dated October 14, 2021.
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.
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 nonperforming 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.
[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.
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/ loss 12 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 Standalone Financial Results section of our report. We are independent of the Company
12 whichever is applicable.
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 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
13 If applicable, based on facts and circumstances of the engagement.
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.
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.
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/ loss 15 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.
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 India 16. 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/ loss 18 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 India 19, 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, 1949 20 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.
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.
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:
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/ loss 21 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 those Standards are further described in the Auditor’s Responsibilities for the Audit of the
21 As applicable.
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 Directors either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
22 If applicable, based on facts and circumstances of the engagement.
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 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 Matters 23
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 assets 24 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. 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 assets 25
23 Where applicable.
24 Figures for total assets to be reported when balance sheet is also presented with the income statements. 25 Figures for total assets to be reported when BS is also presented with the income statements.
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:
Date:
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.
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/ review 30 . 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).
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/ loss 31 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 India 32. 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/ loss 34 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 India 35, 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.
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.
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.
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 assets 36 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 assets 37 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.
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 39 . 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.
Chapter III - Disclosure of the Impact of Audit Qualifications by Listed Entities 41
[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:
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.
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)
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:
Chapter IV - Format of Statement indicating utilisation and Statement indicating
deviation/ variation in the use of proceeds of issue of listed Non-convertible Securities 42 [See Regulations 52(7) and 52(7A) of the Listing Regulations]
42 Circular no. SEBI/HO/DDHS/08/2020 dated January 17, 2020.
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:
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 43 [See Regulation 51 of the Listing Regulations]
43 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.
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
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
Chapter VI - Schemes of Arrangement involving NCDs/ NCRPS issued in lieu of
specified securities 44
[See Regulations 11, 37 and 94 of the Listing Regulations and Rule 19(7) of the Securities Contracts (Regulation) Rules, 1957]
44 Circular no. CIR/IMD/DF/50/2017 dated May 26, 2017.
45 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. 46 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’.
(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 Report 47: 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).
47 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.
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.
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
Chapter VII - Formats specifying disclosure of Corporate Governance by
‘high value debt listed entities’
48
[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’ 49 . 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:
48 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. 49 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.
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.
Annex - VII-A
Format of report on Corporate Governance to be submitted by a listed entity on quarterly basis
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:
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 Regulations 50, 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;
50 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.
(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
Notes:
Chapter VIII - Disclosure obligations of listed entities in relation to its Related
Party Transactions 51
[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.
51 Circular No. SEBI/HO/DDHS/DDHS_Div1/P/CIR/2022/0000000006 dated January 07, 2022;
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.
Annex - VIII-A 52
Format for disclosure of related party transactions every half year (see Note 4) Notes:
52 Annex to Circular No. SEBI/HO/CFD/CMD1/CIR/P/2021/662 dated November 22, 2021;
Chapter IX - Non-compliance with provisions related to continuous disclosures 53
[See Regulations 97(1), 97(2) and 98 and 99 of the Listing Regulations]
53 Circular No. SEBI/HO/DDHS_Div2/P/CIR/2021/699 dated December 29, 2021.
Annex - IX-A
PART A: Fine to be levied in case of non-compliance(s) by issuers of listed Nonconvertible Securities
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
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
Annex - IX-B
Action to be taken in case of non-compliances by issuers of listed Nonconvertible Securities and/ or Commercial Paper
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.
Chapter X - Format for statements/ reports to be submitted to Stock Exchange(s) by
listed entity which has listed its Securitised Debt Instruments 54 [See Regulations 82(3) and 82(4) of the Listing Regulations]
54 Circular No. CIR/IMD/DF1/10/2015 dated November 27, 2015; the circular come into force from December 01, 2015.
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
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
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
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
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)
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-tovalue) 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-tovalue) 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
Where valuation is not available, estimates/selfassessments 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
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 FacilityOpening 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 facilityOpening 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
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 payout 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 facilityUtilization 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
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
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/ selfassessments 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
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
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 following1. 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
Chapter XI – Formats relating to review of rating and payment obligations
[See Regulations 55 and 57 of Listing Regulations]
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
Annex – 1 - List of circulars superseded
Sl.
No.
Date Reference No. Subject
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
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