ABC Ltd., whose registered office situated in Vadodara, Gujarat, is in process to acquire 100%, shareholding of an NBFC whose Bonds are listed on National Stock Exchange (NSE). As per information provided by NBFC, there
CS Professional · Secretarial Audit, Compliance Management and Due Diligence · PYQS · December 2022
ABC Ltd., whose registered office situated in Vadodara, Gujarat, is in process to acquire 100%, shareholding of an NBFC whose Bonds are listed on National Stock Exchange (NSE). As per information provided by NBFC, there are 5 series of Bonds, which were issued by NBFC in year 2013, 2014, 2017, 2019 and 2021 respectively. The term of each series is 10 years and fixed interest rate of 8.90% per annum. As ABC Ltd. is an unlisted public company, therefore, it desired from Practicing Company Secretary to provide Search and Status Report of Stock Exchanges. Explain the process of preparing the Search and Status Report of Stock Exchanges. What are the disclosure obligations of high value debt listed Companies with respect to Related Party Transactions as per circular issued by SEBI on January 07, 2022.
Answer & Explanation:
Process of preparing the Search and Status Report of Stock Exchanges: While preparing the Search and Status Report regarding Stock Exchanges, it is important for the professionals to conduct due diligence of the documents available in public domain on the NSE and BSE website in relation to the listed companies procedure: Understanding purpose and objective: The professional should understand the purpose and objective of the search. This may be done in consultation with the authority/person, who is engaged for conducting the search. Preparing checklist: The checklist should contain list of information required to understand the company's business, listing details, board meetings, results calendar, corporate actions, financial results, shareholding data, pledge data, scheme of arrangement etc. Analysing all documents carefully: This activity is important as it helps to analyse the nature of documents which are available on public domain with respect to listing details, corporate actions, public notices, financial resultants, XBRL, sustainability reports, disclosures, offer document etc. Verifying facts and confirm that the information is correct: This activity is important to verify the legality of documents or information. Drafting of search and status report: The final report that is made available to the prospective buyer/investor should comprise of all the pertinent observations based on available information. It should also contain all associated risks and liabilities along with strategies to deal with such issues which would help the prospective buyer / investor understand the pros and cons of the transaction. Disclosure obligations of high value debt listed Companies with respect to Related Party Transactions: As per SEBI Circular No.: SEBI/HO/DDHS/DDHS_Div1/P/CIR/2022/00000 00006 dated January 07, 2022, high value debt listed companies are also required to comply with circular no. SEBI/HO/CFD/CMD1/CIR/P/2021/662 dated November 22, 2021, which specified following disclosure obligations of listed entities in relation to Related Party Transactions with respect to specified securities: Information to be reviewed by the Audit Committee for approval of RPT's; Information to be provided to shareholders for consideration of RPTs and Format for reporting of RPTs to the Stock Exchange.
Topics: Due Diligence / Compliance Management
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