Format of Due Diligence Certificate to be given by the DTs
Summary
This circular mandates specific formats for Due Diligence Certificates that Debenture Trustees must provide to stock exchanges regarding unsecured debt securities. Issuers are required to submit these certificates at two distinct stages: upon filing the draft offer document and again when filing the listing application. The document also amends existing provisions in the Master Circular for Debenture Trustees to align with recent regulatory changes.
Text
At the time of filing the draft offer document with the stock exchanges, Issuer shall submit to the Stock Exchange, a due diligence certificate obtained from the Debenture Trustee as per the format specified in Annex-A.
At the time of filing of listing application, Issuer shall submit to the Stock Exchange, a due diligence certificate obtained from the Debenture Trustee as per the format specified in Annex-B.
Para 2.3.1.(a) shall read as under: “The Debenture Trustee may furnish …….. prescribed under regulations 40.1.(a) and 44.(3).(a) of the SEBI NCS Regulations…….”
Para 2.3.1.(b) shall read as under: “At the time of the issuance of the …………. prescribed under regulations 40.1.(a) and 44.(3).(a) of the SEBI NCS Regulations…….”
This circular shall be applicable with immediate effect.
This circular is issued with the approval of competent authority, in exercise of the powers conferred by Section 11 (1) of Securities and Exchange Board of India Act, 1992 read with the provisions of Regulation 2A of the Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993, Regulation 55 of NCS Regulations, Regulation 29 of SEBI (Issue and Listing of Municipal Debt Securities) Regulations, 2015 and Regulation 101(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to protect the interest of investors in securities and to promote the development of, and to regulate, the securities market.
FORMAT OF DUE DILIGENCE CERTIFICATE TO BE GIVEN BY THE DEBENTURE TRUSTEE AT THE TIME OF FILING OF DRAFT OFFER DOCUMENT/ PLACEMENT MEMORANDUM... WE CONFIRM that: (a) All disclosures made in the offer document with respect to the debt securities are true, fair and adequate... (b) Issuer has disclosed all covenants proposed to be included in debenture trust deed... (c) Issuer has given an undertaking that he debenture trust deed shall be executed before the filing of listing application.
FORMAT OF DUE DILIGENCE CERTIFICATE TO BE GIVEN BY THE DEBENTURE TRUSTEE AT THE TIME OF FILING OF LISTING APPLICATION BY ISSUER... WE CONFIRM that: (a) Issuer has executed the debenture trust deed as per terms of offer document/ placement memorandum and debenture trustee agreement. (b) The issuer has made all the relevant disclosures, which are true, fair and adequate and also its continued obligations towards the holders of debt securities.
Source: SecMarx — Format of Due Diligence Certificate to be given by the DTs. Verbatim text is public record; SecMarx structuring (linkage to applying orders) is cited to us.