Publishing Investor Charter and Disclosure of Complaints by Merchant Bankers on their Websites – Debt Market

CIRCULAR SEBI/HO/DDHS/P/CIR/2021/0669 November 26, 2021 To, All Registered Merchant Bankers Madam/Sir, Subject: Publishing Investor Charter and Disclosure of Complaints by Merchant Bankers on their Websites – Debt Market 1. With a view to provide investors relevant information about the various activities pertaining to primary market issuances in the debt market, an Investor Charter has been prepared by SEBI in consultation with Merchant Bankers. 2. This Charter is a brief document containing details of services provided to investors, their rights, dos and don’ts, responsibilities, investor grievance handling mechanism and timelines thereof etc., at one single place, in a lucid language, for ease of reference. 3. All registered Merchant Bankers are hereby advised to disclose on their websites, the Investor Charter for each of the below mentioned categories, as provided at Annex - A to this circular: a. Public issue of debt securities1; b. Public issue of non-convertible redeemable preference shares; and c. Private placement of debt securities and non-convertible redeemable preference shares. 4. Additionally, in order to bring about further transparency in the investor grievance redress mechanism, it has been decided that all registered Merchant Bankers shall also disclose on their respective websites, data on complaints received against them or against issues dealt by them and redressal status thereof, latest by the seventh day of the succeeding month, as per the format enclosed at Annex - B to this circular. 5. These disclosure requirements are in addition to the existing requirements pertaining to the investor grievance handling mechanism, under various Regulations, circulars and directions, issued by SEBI and/ or stock exchanges. 6. The provisions of this circular shall come into effect from January 01, 2022. 1 As defined in Regulation 2(1)(k) of the SEBI (Issue and Listing of Non-convertible Securities) Regulations, 2021 (NCS Regulations); Page 1 of 197. The Circular is issued in exercise of the powers conferred under Section 11(1) of the Securities and Exchange Board of India Act, 1992 read with Regulation 55 (1) of the SEBI (Issue and Listing of Non-convertible Securities) Regulations, 2021 to protect the interest of investors in securities and to promote the development of, and to regulate the securities market. 8. This Circular is available at www.sebi.gov.in under the link “LegalCirculars”. Yours faithfully, Pradeep Ramakrishnan General Manager Department of Debt and Hybrid Securities +91-22-26449246 pradeepr@sebi.gov.in Page 2 of 19Annex - A INVESTOR CHARTER- PUBLIC ISSUE OF DEBT SECURITIES VISION STATEMENT: To continuously earn trust of investors and emerge as a solution provider with integrity. MISSION STATEMENT: 1. Act in investors’ best interests by understanding needs and developing solutions. 2. Enhance and customise value generating capabilities and services. 3. Disseminate complete information to investors to enable informed investment decision. DESCRIPTION OF ACTIVITIES/ BUSINESS OF THE ENTITY: DETAILS OF SERVICES PROVIDED TO INVESTORS – PUBLIC ISSUE: 1. Upload Draft Offer Document on stock exchange/ lead manager/ SEBI/ Issuer’s website. Invite public comments within seven working days therefrom. 2. Upload the application form and the abridged prospectus on the lead managers’ website. 3. Ensure material contracts and documents are available for inspection as per details in the offer document. 4. Issuer to publish a statutory advertisement, on or before the issue opening date in accordance with SEBI (Issue and Listing of Non-convertible Securities) Regulations, 2021 (NCS Regulations). 5. Issuer and stock exchange(s) to disseminate all information and reports including compliance reports by placing them on their websites. 6. Material developments relating to the issue up to the commencement of listing and trading shall be publicly disseminated through public notices/ advertisements. 7. Investors can request for a copy of the offer document and/ or application form and the same shall be provided by the issuer/ lead manager(s). 8. Listing and the commencement of trading on the stock exchanges shall be within six working days of the offer closing date or such other time as may be prescribed by SEBI. 9. Disclose on lead managers’ websites - Track record of the performance of the public issues managed by it, for a period of three financial years from the date of listing for each public issue. 10. Disclose the entire process of basis of allotment in the final offer document. 11. Debenture trustees to ensure independent assessment and diligence for the security offered for the proposed issue and also ensure dissemination of information as per the NCS Regulations. 12. Issuer can roll-over the debt securities by providing notice and publicly disseminating such information as per the applicable regulations. Page 3 of 1913. Issuer to promptly inform the stock exchange(s) all information bearing on its performance/ operation, price sensitive information or any action that shall affect payment of interest/ coupon or redemption of the debt securities. TIMELINES Sr. Timeline for which Activity Information where available No. activity takes place 1 Filing of draft offer 0 Websites of stock exchanges, lead document by company manager, issuer and SEBI. for public comments 2 Receipt of public Seven working days from - comments on offer draft offer document filing. document 3 Statutory advertisement On or before the Issue Newspaper advertisement opening date. 4 Issue opening date On or after statutory Final offer document available on advertisement. websites of stock exchanges, lead manager, issuer and SEBI . 5 Availability of application Till issue closure date Websites of stock exchanges and forms with abridged lead manager. prospectus 6 Display of total demand Issue opening date till Updated on websites of stock in the issue issue closure date. exchanges. 7 Commencement of On or before six working Final offer document available on trading – pubic issue days from Issue closure websites of stock exchanges, lead date manager, issuer and SEBI. 8 Unblocking ASBA Within five working days In case of delay the issuer shall Accounts pay interest at the rate of 15% per annum (Reg. 35(2) of NCS Regulations). 9 Allotment status and Completion of basis of By email/ post/ SMS allotment advice allotment. 10 Track record of public Listing date Lead manager's website issue RIGHTS OF INVESTORS: 1. Investors can request for a copy of the offer document and/ or application form and the same shall be provided by the issuer/ lead manager(s). 2. Multiple applications can be bided through a single PAN and re-categorization is also done basis PAN clubbing and total bid amount. 3. Option to modify the bid except for modification of either DP Id/ Client ID or PAN Id but not both. 4. Modification to the bid details to be undertaken by approaching the respective intermediary. Facility of re-initiation/ resend of UPI mandate shall be available only on bid entry day up to 5:00 pm. Page 4 of 195. Investor can withdraw his/ her application prior to the issue closing date. Post issue closure, the same can be done by submitting a withdrawal request to the Registrar to the Issue prior to the finalization of the basis of allotment. 6. The investor shall be compensated for delay in allotment, demat credit and refunds, unblocking of funds/ refunds, beyond the time limit as may be prescribed under applicable statutory and/ or regulatory requirements. 7. An investor can submit the bid-cum-application form through the App or web interface developed by stock exchanges. 8. Investors get email and SMS messages w.r.t. allotment status. Allotment advice is sent through email/ physical to successful allottees post completion of allotment. 9. Right to attend meetings as and when such meetings are called by the debenture trustees. 10. Right of free transferability and nomination subject to applicable laws and regulations. 11. Such other rights, as may be available to the holder of debt securities under the Companies Act, the Listing Regulations and the Articles of Association of the Company and other applicable laws. DOs AND DON’Ts FOR INVESTORS: (for complete dos and don’ts, may refer to offer document) DOs: 1. Check the eligibility to apply as per the terms of the offer document and applicable laws, including Indian Contract Act, 1872. 2. Read all the instructions carefully and complete the application form. 3. Submission of bids – only ASBA (by either writing their bank account numbers and authorising the banks to make payment in case of allotment by signing the application forms; or mentioning UPI ID in order to block the funds). 4. Retail individual investors using the UPI Mechanism to ensure that they submit bids up to the application value of ₹2,00,000 (or as stipulated by SEBI). 5. Ensure availability of sufficient funds in the ASBA Account before submitting the application form. 6. Read all the instructions carefully and complete the bid- cum-application form, as the case may be, in the prescribed form. 7. Ensure that application form is submitted to the designated intermediary, before the closure of application hours on the issue closing date. 8. For joint applications, ensure that the beneficiary account is held in the names of the same applicants and such names are in the same sequence in which they appear in the application form. 9. Ensure an acknowledgement slip is collected as proof. 10. Obtain all the necessary approvals from the relevant statutory and/ or regulatory authorities before applying. 11. Ensure that the application form is signed by the ASBA account holder in case the investor is not the account holder. Page 5 of 1912. Ensure that the bidder’s depository account is active, the correct DP ID, Client ID, PAN, UPI ID, as applicable, are mentioned in the bid-cum-application form. 13. Ensure that the application form bears the stamp of the relevant designated intermediary(ies) to whom it is submitted. 14. Tick the relevant column "Category of Investor" and option/ series of debt securities in the application form. 15. Guardians applying for minor applicants need to mention the PAN of the minor. Don’ts: 1. Do not apply for lower than the minimum application size. 2. Do not pay the application amount in cash, by money order, postal order or by stock invest. 3. Do not apply or submit the bid for an amount more than the funds available in your ASBA account or than the applicable investment limit. 4. Do not submit a bid using UPI ID, if you are not a retail individual investor. 5. Do not bid through an incorrect UPI handle or using a bank account of a SCSB and/ or mobile applications not mentioned in the SEBI list. 6. Do not submit more than five application forms per ASBA Account. 7. Do not use any third-party bank account or third-party linked bank account UPI ID. 8. Do not submit the application form without inserting date of birth for first/ sole applicant. 9. Do not submit application without an Indian registered address for the investor. 10. Do not submit applications made by an investor who is ineligible as per relevant regulatory guidelines, as mentioned in the offer document. 11. Investors should not submit applications seeking allotment in dematerialized form whose demat accounts have been 'suspended for credit'. 12. Do not submit applications to the designated intermediaries at centres other than those mentioned in the application form. Page 6 of 19INVESTOR GRIEVANCE REDRESSAL MECHANISM AND HOW TO ACCESS IT Investor Complaint  Issuer (for email ID refer to Offer Documents)  Stock Exchanges (www.nseindia.com; www.bseindia.com; www.msei.in)  SEBI (www.scores.gov.in)  Merchant Banker Registrar to Issue/Offer (as applicable) (Mainly for bidding/ post issue/ related grievances) (for email ID refer to Offer Document) (for email ID refer to Offer Document) SCSBs Sponsor Bank (Blocking/ Unblocking related (UPI Bid related grievances) grievances) TIMELINES FOR RESOLUTION OF INVESTOR GRIEVANCES: Best efforts should be undertaken by lead manager (LM) to resolve the grievances within T+30 days. A desirable indicative timeline is as follows: Sr. Activity No. of No. calendar days 1 Investor grievance received by the lead manager T 2 Lead Manager to the offer to identify the concerned intermediary and T+1 endeavour to forward the grievance to the concerned intermediary/ies on T day itself 3 The concerned intermediary/ies to respond to the lead manager with an X acceptable reply/ proof of resolution 5 Lead manager, the concerned intermediary/ies and the investor shall Between T and exchange between themselves additional information related to the X grievance, wherever required. 4 LM to reply to the investor with the reply/ proof of resolution X+3 Page 7 of 19NATURE OF INVESTOR GRIEVANCES FOR WHICH THE AFORESAID TIMELINE IS APPLICABLE: 1. Delay in unblocking of funds. 2. Non allotment/ partial allotment of non-convertible debt securities. 3. Non receipt of non-convertible debt securities in demat account. 4. Amount blocked but application not bid. 5. Non-receipt of interest/ coupon/ redemption amount. 6. Application bid but amount not blocked. 7. Any other nature as may be informed from time to time. MODE OF RECEIPT OF INVESTOR GRIEVANCE: The following modes of receipt will be considered valid for processing the grievances in the timelines discussed above 1. Letter/ email from the investor addressed to the lead manager at its address/ email id, mentioned in the offer document, detailing nature of grievance, details of application, details of bank account, date of application etc. 2. On the SCORES mechanism. NATURE OF ENQUIRIES FOR WHICH THE LEAD MANAGER SHALL BE RESPOND TO/ ESCALATED PROMPTLY: 1. Availability of application form. 2. Availability of offer document. 3. Process for participating in the issue/ mode of payments. 4. List of SCSBs/ syndicate members. 5. Date of issue opening/ closing/ allotment/ listing. 6. Technical setbacks in net-banking services provided by SCSBs/ UPI mechanism. 7. Any other query of similar nature. RESPONSIBILITIES OF INVESTORS (EXPECTATIONS FROM THE INVESTORS): 1. Read and understand offer documents, terms of investment, issue process and timelines, application form, and issue related literature carefully and fully before investing. 2. Consult his or her own tax consultant with respect to the specific tax implications. 3. After the company is listed, investors should regularly check for such information on the stock exchange website regarding all the material developments and material corporate announcements. Page 8 of 19INVESTOR CHARTER - PUBLIC ISSUE OF NON-CONVERTIBLE REDEEMABLE PREFERENCE SHARES (NCRPS) VISION STATEMENT: To continuously earn trust of investors and emerge as solution provider with integrity. MISSION STATEMENT: 1. Act in investors’ best interests by understanding needs and developing solutions. 2. Enhance and customise value generating capabilities and services. 3. Disseminate complete information to investors to enable informed investment decision. DESCRIPTION OF ACTIVITIES/ BUSINESS OF THE ENTITY: IPO: Act as Merchant Banker to Issuer DETAILS OF SERVICES PROVIDED TO INVESTORS: 1. Draft offer document hosted on the website of the issuer, merchant bankers and the stock exchanges for seeking public comments for a period of seven working days. 2. Final offer document, abridged prospectus and application form uploaded on the websites of the lead managers and the issuer for dissemination. 3. Advertisement in a national daily with wide circulation, on or before the issue opening date containing necessary disclosure as required under regulations. 4. Bidding process through an electronically linked transparent bidding facility provided by the stock exchange(s). 5. Listing and the commencement of trading of the NCRPS on the stock exchanges within the timeline as prescribed by SEBI. 6. Disclose on its website, the track record of the performance of the public issues managed by it. TIMELINES: Sr. Timeline for which Information where available/ No. Activity activity takes place Remarks 1 Filing of draft offer T Websites of stock exchanges, lead document by company manager, issuer and SEBI. for public comments 2 Receipt of public Seven working days from - comments on offer DRHP filing. document 3 Statutory advertisement On or before the Issue Newspaper advertisement. opening date. 4 Issue opening date On or after statutory Final Offer Document available on advertisement. websites of stock exchanges, lead manager, issuer and SEBI. Page 9 of 19Sr. Timeline for which Information where available/ No. Activity activity takes place Remarks 5 Availability of application Issue opening date till Final offer document available on forms issue closure date. websites of stock exchanges, lead manager, issuer and SEBI. 6 Total demand in the Issue closure date. Updated on websites of stock issue exchanges . 7 Commencement of On or before six working Final Offer Document available on trading days from Issue closure websites of stock exchanges, lead date. manager, issuer and SEBI 8 Unblocking ASBA Within five working days. In case of delay the issuer shall pay Accounts interest at the rate of 15% per annum (Reg. 35(2) of NCS). 9 Allotment status and Completion of basis of By email/ post/ SMS. allotment advice allotment. 10 Track record of IPOs Listing date Lead Manager's website. RIGHTS OF INVESTORS: 1. Request for a copy of the offer document and/ or application form from the issuer/ lead manager(s). 2. Get email and SMS messages w.r.t. allotment status and allotment advice through email/ physical to successful allottees post completion of basis of allotment. 3. If allotted NCRPS, all rights as a NCRPS holder (as per offer document). DOs AND DON’Ts FOR THE INVESTORS: DOs: 1. Check eligibility in prospectus and applicable laws, rules, regulations, guidelines and approvals. 2. Read all the instructions carefully and complete the application form in the prescribed form. 3. Ensure all necessary approvals under applicable laws to participate in the issue are in place before submitting the application form. 4. Ensure that the DP ID, the Client ID and PAN mentioned in the application form, entered into the electronic system of the stock exchange are correct and match with the DP ID, Client ID and PAN available in the depository database; ensure that the depository account is active. 5. Ensure the ASBA Account number (for all applicants other than UPI Investors applying using the UPI Mechanism) is mentioned in the application form. 6. Ensure funds equal to the application amount in the ASBA Account or account used to apply through UPI mechanism is available. 7. Submit application forms at the designated branches of SCSBs or the collection centres provided in the application forms, bearing the stamp of the relevant designated intermediary/ designated branch of the SCSB. Page 10 of 19DON’Ts: 1. Do not submit application on plain paper or on incomplete or illegible application forms. 2. Do not apply for lower than the minimum application size. 3. Do not pay the application amount in cash, by cheque, by money order or by postal order or by stock invest. 4. Do not submit the application form to any non-SCSB bank. 5. Do not submit incorrect details of the DP ID, Client ID, PAN and UPI ID (wherever applicable) or provide details for a beneficiary account which is suspended or for which details cannot be verified by the Registrar to the Issue. 6. Do not submit the application form without ensuring that the funds equivalent to the entire application amount are available for blocking in the relevant ASBA Account; or in the case of UPI Investors, making application using the UPI Mechanism, in the UPI-linked bank account where funds for making the application are available. INVESTOR GRIEVANCE REDRESS MECHANISM AND HOW TO ACCESS IT: Investor Complaint  Issuer (for email ID refer to Offer Documents)  SEBI (www.sebi.gov.in)  Stock Exchanges (www.nseindia.com; www.bseindia.com; www.msei.com) Registrar to Issue/ Offer • Merchant Banker (Mainly for bidding/ post issue/ allotment (for email ID refer to Offer related grievances) Documents) (for email ID refer to Offer Document) • Scores (https://scores.gov.in) SCSBs Sponsor Bank • Scores (Blocking/ Unblocking related grievances) (UPI Bid related grievances) (https:/scores.gov.in) Page 11 of 19TIMELINES FOR RESOLUTION OF INVESTOR GRIEVANCES: Best efforts should be undertaken by lead manager to resolve the grievances within T+30 days. A desirable indicative timeline is as follows: Sr. Activity No. of calendar No. days 1 Investor grievance received by the lead manager T 2 Lead Manager to the offer to identify the concerned intermediary and it T+1 shall be endeavoured to forward the grievance to the concerned intermediary/ies on T day itself 3 Investor may escalate the pending grievance, if any, to a senior officer of T+21 the lead manager of rank of Vice President or above 4 The concerned intermediary/ies to respond to the lead manager with an X acceptable reply 5 Lead manager, the concerned intermediary/ies and the investor shall Between T and exchange between themselves additional information related to the X grievance, wherever required 6 LM to respond to the investor with the reply Upto X+3 NATURE OF INVESTOR GRIEVANCE FOR WHICH THE AFORESAID TIMELINE IS APPLICABLE: 1. Delay in unblocking of funds. 2. Non allotment/ partial allotment of securities. 3. Non receipt of securities in demat account. 4. Amount blocked but application not bid. 5. Application bid but amount not blocked. 6. Any other grievance as may be informed from time to time. MODES OF RECEIPT OF INVESTOR GRIEVANCE: The following modes of receipt will be considered valid for processing the grievances in the timelines discussed above: 1. Letter/ email from the investor addressed to the lead manager at its address/ e-mail ID, mentioned in the offer document, detailing nature of grievance, details of application, details of bank account, date of application, mode of application, etc. Letter/ email to also contain contact information of the investor (e-mail, address and valid phone number). 2. On the SCORES mechanism. Page 12 of 19NATURE OF ENQUIRIES FOR WHICH LEAD MANAGER SHALL ENDEAVOUR TO RESOLVE SUCH ENQUIRIES/ QUERIES PROMPTLY DURING THE ISSUE PERIOD: 1. Availability of application form. 2. Availability of offer document. 3. Process for participating in the issue/ mode of payments. 4. List of SCSBs/ syndicate members. 5. Date of issue opening/ closing/ allotment/ listing. 6. Technical setbacks in net-banking services provided by SCSBs/ UPI mechanism. 7. Any other query of similar nature. RESPONSIBILITIES OF INVESTORS (EXPECTATIONS FROM THE INVESTORS): 1. Investors should read offer documents, application form, and issue related literature carefully and fully before investing. 2. Investors should fully understand the terms of investment and timelines involved in the issue process as disclosed in the offer document, application form, and issue related literature. 3. Investor should consult his or her own tax consultant with respect to the specific tax implications. 4. Shareholders should ensure to register their correct email ID with the company or depository for timely updates on corporate actions, takeover, etc. 5. Investors should ensure active demat/ broking account before investing. Page 13 of 19INVESTOR CHARTER- PRIVATE PLACEMENT OF NON-CONVERTIBLE SECURITIES VISION STATEMENT: To continuously earn trust of investors and emerge as a solution provider with integrity. MISSION STATEMENT: 1. Act in investors’ best interests by understanding needs and developing solutions. 2. Enhance and customise value generating capabilities and services. 3. Disseminate complete information to investors to enable informed investment decision. DESCRIPTION OF ACTIVITIES/ BUSINESS OF THE ENTITY: Act as Arranger to Private Placement, if appointed by the Issuer; DETAILS OF SERVICES PROVIDED TO INVESTORS: 1. Issuers disclosure of all covenants of the issue (including side letters, accelerated payment clause, etc.) in the placement memorandum. 2. Issuers may assist non-QIB Investors to register on the electronic bidding provider platform as a one-time exercise. TIMELINES Sr. Timeline for which Information where Activity No. activity takes place available/ Remarks Company to make intimation to the stock exchange(s) at least two business days prior Two days prior to the 1 Stock exchange to the passing of the Board resolution in board resolution. relation to the Issue. Board resolution for approving the issuance (shareholder's approval is not required for 2 private placement of debt if the issuance is Within 30 minutes Stock exchange within the borrowing limits under Section 180(1)(c) of the Companies Act). At least two days Investor needs to do register on the EBP 3 before the scheduled Stock exchange platform. date of bidding. Companies with issue size of Rs. 100 crore and above will have to register themselves on the EBP mechanism of the Stock exchange(s) and the entire process-right Two days before the 4 from uploading of information memorandum, scheduled date of Stock exchange mapping of investors/ arrangers, bidding, bidding. pay-ins, allocation will happen through the EBP mechanism. Sr. Timeline for which Information where Activity No. activity takes place available/ Remarks Page 14 of 19Issue should remain Issue opens and closes 5 open for minimum Stock exchange one hour. To conduct committee/ board meeting to identify the investors and issue the private Within one hour of the 6 - placement offer letter to the identified closure of bidding investors. To be completed latest within two 7 Allotment and receipt of funds - working days of closure of issue. To be completed Filing of listing application and obtaining latest within four 8 Stock exchange trading approval from the stock exchange(s). working days of closure of issue. RIGHTS OF INVESTORS: 1. Receive clear, accurate and easy to understand, issue related documents in order to make a well informed investment decision. 2. Material modification in the structure of debt securities shall be made only after obtaining the consent of the requisite majority of investors. 3. Right to attend meetings as and when such meetings are called by the debenture trustees. 4. Right of free transferability, nomination subject to applicable laws and regulations. 5. Such other rights, as may be available to the holder of securities under the Companies Act, the SEBI Listing Regulations and the Articles of Association of the Company and other applicable laws. DOs AND DON’Ts FOR THE INVESTORS: DOs: 1. Check the eligibility to apply as per the terms of the placement memorandum and applicable laws, including the Indian Contract Act, 1872. 2. The investor is advised to go through the information memorandum, its terms and conditions, all types of covenants, clauses pertaining to security, events of defaults, cross defaults, etc. thoroughly. 3. The applicants should submit the required KYC documents along with the application form. 4. All applications duly completed and accompanied with necessary documents are to be submitted to the Company. 5. The subscription amount shall be remitted by way of RTGS/ NEFT to the clearing corporation account of the exchange. 6. Abide by the terms and conditions of the investment and timelines involved in the issue process. 7. Ensure accurate update of demographic details with depositories - including the address, name, investor status, bank account details, PAN, e-mails addresses, contact details, etc. Page 15 of 198. Ensure active demat/ broking account before investing as securities will be allotted in dematerialized form. 9. Issuer, debenture trustee and stock exchange(s) to disseminate all information and reports including compliance reports by placing them on their websites, in case of debt securities, as applicable under the NCS Regulations. 10. Debenture trustees to ensure independent assessment and diligence for the security offered for the proposed issue of debt securities. DON’Ts: 1. Do not pay the application amount in cash, by money order, postal order or by stock invest. 2. Do not submit application on plain paper or on incomplete or illegible application forms. 3. Do not apply if your demat account has been 'suspended for credit'. 4. Apart from the dos and don’ts mentioned herein above, investors are required to read the information memorandum and application form carefully. INVESTOR GRIEVANCE REDRESSAL MECHANISM AND HOW TO ACCESS IT Investor Complaint  Issuer (for email ID refer to Information Memorandum)  Stock Exchanges (www.nseindia.com; www.bseindia.com; www.msei.in) Registrar to Issue/ Offer Scores (www.scores.gov.in) (for email ID refer to Information Memorandum) Page 16 of 19TIMELINES FOR RESOLUTION OF INVESTOR GRIEVANCES: Best efforts will be undertaken by lead manager to resolve the grievance within T+30 days. A desirable indicative timeline is as follows: Sr. Activity No. of No. calendar days 1 Investor grievance received by the Issuer and/ or the RTA T 2 The Issuer and/or the RTA to respond to the investor with an acceptable T+10 reply 3 The Issuer and/or the RTA and the investor shall exchange between Between T and themselves additional information related to the grievance, wherever T+10 required 4 In case any further coordination / information is required by Issuer / RTA, Up to T+20 final response to the investor should be sent NOTE: It is not mandatory for the issuer to appoint a merchant banker or any other entity as advisor or arranger for the private placement of debt and even if appointed, they are NOT involved in the entire process of issuance and hence the investors will have to take up their grievance/s directly with the Company. NATURE OF INVESTOR GRIEVANCE FOR WHICH THE AFORESAID TIMELINE IS APPLICABLE: 1. Non-allocation/ allotment of non-convertible debt securities after payment of application amount. 2. Non receipt of non-convertible debentures in demat account. 3. Non receipt of interest/ coupon/ redemption amount by the investor. 4. Any other grievance as may be informed from time to time. MODE OF RECEIPT OF INVESTOR GRIEVANCE: The following modes of receipt will be considered valid for processing the grievances in the timelines discussed above 1. Letter/ email from the investor addressed to the issuer and/ or to the RTA at address/ email ID mentioned in the information/ placement memorandum, detailing nature of grievance, details of application/ bidding, details of bank account, date of application/ date of bidding on electronic book mechanism, etc. 2. On the SCORES mechanism. Page 17 of 19NATURE OF ENQUIRIES/ QUERIES FOR WHICH THE ISSUER AND/ OR THE RTA SHALL ENDEAVOUR TO RESOLVE/ ESCALATE PROMPTLY: 1. Process for applying in the private placement of non-convertible debentures and making payments. 2. Terms of the private placement, allotment methodology, issue period, date of allotment, date of listing. 3. Any other query of similar nature. RESPONSIBILITIES OF INVESTORS (EXPECTATIONS FROM THE INVESTORS): 1. Pay-in towards the allotment of securities shall be done from the account of the bidder/ investor. 2. Consult his or her own tax consultant with respect to the specific tax implications. 3. Investors should provide full and accurate information in the application form as maybe required while making an application and keep records of the same. 4. Investors should ensure active demat/ broking account before investing. 5. Investors need to read all the terms and conditions and disclosures carefully before investing. Merchant bankers merely act in the capacity of arrangers to the issue. 6. Investor to confirm that it is not declared as willful defaulter as per RBI circular. Page 18 of 19Annex - B Format for investors complaints’ data to be displayed by registered merchant bankers on their respective websites: Data for every month ending - Sr. Received from Pending Received Resolved Total Pending Average No. as at the during during Pending complaints Resolution end of particular particular during > 1 month time^ last month month* particular (in days) month month # 1 Directly from Investors 2 SEBI (SCORES) 3 Stock exchanges (if relevant) 4 Other Sources (if any) 5 Grand Total Trend of monthly disposal of complaints for the financial year: Sr. Month Carried forward Received during Resolved during Pending at the No. from previous particular month particular end of particular month month* month# 1 April, YYYY 2 May, YYYY 3 June, YYYY 4 ……… 5 March, YYYY Grand Total ^ Average Resolution time is the sum total of time taken to resolve each complaint in days, in the current month divided by total number of complaints resolved in the current month. * Inclusive of complaints of previous months resolved in the current month. # Inclusive of complaints pending as on the last day of the month. Trend of annual (financial year) disposal of complaints (for 3 years on rolling basis): Sr. Year Carried forward Received during Resolved during Pending at the No. from previous particular year particular year end of particular year year 1 2019-20 2 2020-21 3 2021-22 Grand total Page 19 of 19