Disclosures to be made by NBFCs in the offer documents for public issue of debt securities under the SEBI (Issue and Listing of Debt Securities) Regulations, 2008.
Summary
This SEBI circular mandates specific disclosure requirements for Non-Banking Financial Companies (NBFCs) issuing debt securities. It aligns these disclosures with Reserve Bank of India guidelines, particularly regarding borrower concentration and non-performing assets. The document provides a draft template for NBFCs to follow when filing offer documents on or after November 1, 2015.
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Based on feedback, it has been decided to align the disclosures made in the offer documents to be in line with the stipulations as required by the Reserve Bank of India (RBI).
Aggregated exposure to the top 20 borrowers with respect to the concentration of advances, exposures to be disclosed in the manner as prescribed by RBI in its guidelines on Corporate Governance for NBFCs, from time to time.
Details of loans, overdue and classified as non-performing in accordance with RBI guidelines.
In case any of the borrower(s) of the NBFCs form part of the 'Group' as defined by RBI, then appropriate disclosures shall be made in the following format: S No., Name of the Borrower, Amount of Advances/exposures to such borrower (Group)(Rs. Crore), Percentage of Exposure.
A portfolio summary with regards to industries/ sectors to which borrowings have been made by NBFCs.
Quantum and percentage of secured vis-à-vis unsecured borrowings made by NBFCs.
Any change in promoter’s holdings in NBFCs during the last financial year beyond a particular threshold. At present, RBI has prescribed such a threshold level at 26%. The same threshold shall be applicable or as may be prescribed by RBI from time to time.
NBFCs may provide disclosures on the basis of the draft template, as far as possible, as provided in Annexure I of this Circular.
The provisions of this circular shall be applicable for the draft offer document for issuance of debt securities, issued by NBFCs, filed with the designated stock exchange on or after November 01, 2015.
This circular is issued in exercise of powers conferred under Section 11(1) of the Securities and Exchange Board of India Act, 1992 to protect the interests of investors in securities and to promote the development of, and to regulate the securities markets.
Source: SecMarx — Disclosures to be made by NBFCs in the offer documents for public issue of debt securities under the SEBI (Issue and Listing of Debt Securities) Regulations, 2008.. Verbatim text is public record; SecMarx structuring (linkage to applying orders) is cited to us.