Lending under Consortium Arrangement / Multiple Banking Arrangements - ஆர்பிஐ - Reserve Bank of India
Lending under Consortium Arrangement / Multiple Banking Arrangements
RBI/2008-2009/313 December 08, 2008 The Chairman & Managing Directors / Dear Sir, Lending under Consortium Arrangement / Multiple Banking Arrangements Please refer to our circular RBI/2008-2009/183/DBOD.No.BP.BC.46/08.12.001/2008- 09 dated September 19, 2008 on the captioned subject. 2. The formats for declaration of information by the borrower at the time of applying for a credit facility to a bank (Annex I) and the format for exchange of information among the banks in respect of borrowers enjoying credit facilities from more than one bank (Annex II), enclosed to the aforesaid circular have been revised to reflect information relating to the derivatives transactions entered into by banks with the borrowers and the unhedged foreign currency exposures of the borrowers. 3. Banks are advised to use the revised formats with immediate effect. Yours faithfully, (Prashant Saran) Minimum Information to be Declared by Borrowing Entities to
Revised Format under Multiple Banking Arrangement Credit Information Exchange Part – I Bio Data of the Company
Part - II Major credit quality indicators
Part – III
Part - IV Exposure Details – Derivatives Transactions
Part – V
Part – VI
Broad Guidelines for Incorporating Comments under Part - VI
Part - I Diligence Report To, The Manager, I / We have examined the registers, records, books and papers of ____________ Limited (the Company) as required to be maintained under the Companies Act, 1956 (the Act) and the rules made thereunder, the provisions of various statutes, wherever applicable, the provisions contained in the Memorandum and Articles of Association of the Company as well as the provisions contained in the Listing Agreement/s, if any, entered into by the Company with the recognized stock exchange/s, as may be applicable for the half year ended on ____________ . In my / our opinion and to the best of my / our information and according to the examination carried out by me / us and explanations furnished to me / us by the Company, its officers and agents. I / We report that in respect of the aforesaid period : 1. (a) The management of the Company is carried out by the Board of Directors comprising the following persons : (b) During the period under review the following changes took place : 2. (a) The shareholding pattern of the company is as under : (b) During the period under review the following changes took place: 3. The company has altered the following provisions of (i) the Memorandum of Association during the period under review and has complied with the provisions of the Act. (ii) the following Articles of Association during the period under review and has complied with the provisions of the Act. 4.The company has during the period under review, entered into the following transactions with business entities in which directors are interested. 5. The company has during the period under review, advanced loans, given guarantees and provided securities amounting to Rs. ____________ to its directors and / or persons or firms or companies in which directors are interested. 6. The Company has during the period under review, made loans and investments; or given guarantees or provided securities to other business entities as under : 7. The amount borrowed by the Company from directors, members, public, financial institutions, banks and others during the period under review is / are within the borrowing limits of the Company. The break-up of the company's borrowings is as under: 8. The Company has during the period under review, not defaulted in the repayment of any public deposits or unsecured loans and the Company or its Directors are not under the Defaulter's list of Reserve Bank of India or in the Specific Approval List of ECGC. 9. The Company has during the period under review, created, modified or satisfied charges on the assets of the company as under : 10. The Forex Exposure and Overseas Borrowings of the company are as under' 11. The Company has issued, offered and allotted all the securities to the persons entitled thereto and has also issued letters, coupons, warrants and certificates thereof to the concerned persons and also redeemed its preference shares / debentures and bought back its shares (wherever applicable) in compliance with the specified procedures and within the stipulated time. 12. The Company has insured all its assets including the secured assets. 13. The Company has complied with the terms and conditions, set forth by the lending institution at the time of availing the facility and also during the currency of the loan and has utilized the funds for the purposes for which these were borrowed. 14. The Company has declared and paid dividends to its shareholders as per the provisions of the Companies Act, 1956. 15. The Company has paid all its statutory dues and that there are no arrears. 16. The Company has complied with the provisions stipulated in Section 372 A of the Companies Act in respect of its Inter Corporate loans and Investments. 17. The Company has complied with the applicable and mandatory Accounting Standards issued by the Institute of Chartered Accountants of India. 18. The Company has credited and paid to the Investor Education and Protection Fund all the unpaid dividends and other amounts required to be so credited. 19. A list of prosecutions initiated against or show cause notices received by the Company for alleged offences under the Act and also the fines and penalties or any other punishment imposed on the Company in such cases is attached. 20. The Company has complied with the various clauses of the Listing Agreement, if applicable. 21. The Company has deposited both Employees' and Employer's contribution to Provident Fund with the prescribed authorities. Note : The qualification, reservation or adverse remarks, if any, may be stated at the relevant place(s).
Certification of Borrowal Companies by Chartered Accountants / Company Secretaries i. Terms of reference for stock audit are to be spelt out clearly by the Banks, so that the Chartered Accountants can give focused attention to such areas. ii. End-use verification of funds lent, if certified by Statutory Auditors, will be a good comfort to the Banks. iii. As Banks quite often deal with unlisted companies, disclosure requirements for such companies above a specific turnover may be made akin to those for listed companies, viz. consolidated balance sheet, segmental reporting etc. Information on large shareholding also will be useful. iv. Further, the following additional certification either from Chartered Accountant or Company Secretary may also be thought of :- (a) Company Directors not figuring in defaulters list (RBI / ECGC) / willful defaulters list etc.) (b) Details of litigation above a specified cut off limit. (c) A specific certificate, probably from the Company Secretary, regarding compliance with Sec. 372 (a) of the Companies Act. (d) Details of creation / modification / satisfaction of charges on the assets of the company, position regarding insurance, show cause notices received, finds and penalties awarded. v. As regards rotation of Auditors, for the sake of operational convenience, it is suggested they may be changed once every 5 years instead of every 3 years. vi. In order to avoid concentration, group companies may have different Statutory / Internal Auditors in case group turnover exceeds Rs.100 crores. |