Clarification of BSE on SEBI Circular No. SEBI/HO/DDHS/DDHS-RACPOD1/P/CIR/2023/172 dated October 19, 2023
Clarification of BSE on SEBI Circular No. SEBI/HO/DDHS/DDHS-RACPOD1/P/CIR/2023/172 dated October 19, 2023, issued w.r.t. Ease of doing business and development of corporate bond markets revision in the framework for fund raising by issuance of debt securities by
Based on the queries/observations received from the listed entities on aforesaid SEBI Circular, please refer below the clarifications in this regard:
1. Do the listed entities need to upload the PDF file for Initial and Annual Disclosure as required under the previous framework issued by SEBI for LCs?
No. Disclosures are not required to submitted to Exchange w.e.f April 1, 2024.
2. Are there any disclosure requirements under the revised framework issued by SEBI for LCs?
a. There are no separate disclosure requirements under the revised framework issued by SEBI for LCs. However, LCs which have failed to meet the requirement of 25% of their incremental borrowings during FY 2022, FY 2023 and FY 2024 respectively by way of issuance of debt securities till March 31, 2024, as per the requirement of erstwhile criteria shall provide a one-time explanation in this regard in their Annual Report for FY 2024.
b. Further, all listed entities are required to provide the following details along with the Annual financial results for the financial year ending March 2024:
1. Outstanding Qualified Borrowings at the start of the financial year (Rs. In Crores)
2. Outstanding Qualified Borrowings at the end of the financial year (Rs. In Crores)
3. Highest credit rating of the company relating to the unsupported bank borrowings or plain vanilla bonds, which have no structuring/support built in.
4. Incremental borrowing done during the year (qualified borrowing) (Rs. In Crores)
5. Borrowings by way of issuance of debt securities during the year (Rs. In Crores)
The facility to provide the aforesaid details at the time of submission of Annual Financial results are made available in the listing centre in the following path in form of a web form:
Corporate announcement > security type (equity/cp/debt) > Category / Subcategory (Results) > Results Periodicity (Yearly).
Note: PDF submission of financial results (in addition to submission of outcome of Board meeting) is mandatorily to be submitted through BSE Listing Centre under abovementioned path.
All listed companies are requested to take note of the same and ensure compliance.
In case of any concern, you may write to us on bse.regulation30@bseindia.com
Circular sent by the BSE on which above clarification has provided, as mentioned below:
In reference to the SEBI Circular No. SEBI/HO/DDHS/DDHS-RACPOD1/P/CIR/2023/172 dated October 19, 2023, all listed entities whose specified securities or debt securities or non-convertible redeemable preference shares are listed with the Exchange are requested to provide the following details along with the Annual financial results for the financial year ending March 2024, as the case may be.
1. Outstanding Qualified Borrowings at the start of the financial year (Rs. In Crores)
2. Outstanding Qualified Borrowings at the end of the financial year (Rs. In Crores)
3. Highest credit rating of the company relating to the unsupported bank borrowings or plain vanilla bonds, which have no structuring/support built in.
4. Incremental borrowing done during the year (qualified borrowing) (Rs. In Crores)
5. Borrowings by way of issuance of debt securities during the year (Rs. In Crores)
The facility to provide the aforesaid details at the time of submission of Annual Financial results are made available in the listing centre in the following path in form of a web form:
Corporate announcement > security type (equity/cp/debt) > Category / Subcategory (Results) > Results Periodicity (Yearly).
Note: Filing of above information at the time of submission of Annual Financial results is mandatory.
Further, as indicated in the aforesaid SEBI Circular, while calculating the amount of Outstanding Qualified Borrowings or Incremental borrowing, the listed entity shall include borrowings having original maturity of more than one year but shall exclude the following:
i. External Commercial Borrowings;
ii. Inter-Corporate Borrowings involving its holding company and/ or subsidiary and/ or associate companies;
iii. Grants, deposits or any other funds received as per the guidelines or directions of Government of India;
iv. Borrowings arising on account of interest capitalization; and
v. Borrowings for the purpose of schemes of arrangement involving mergers, acquisitions and takeovers.
All listed companies are requested to take note of the same and ensure compliance.
Conclusion:The clarifications by BSE offer valuable guidance to listed entities regarding their disclosure obligations under the revised framework issued by SEBI. Highlighting specific requirements and the pathway for compliance, these clarifications aim to ensure transparency and adherence to regulatory standards. Listed companies are urged to familiarize themselves with the provided details and ensure timely compliance to avoid penalties or regulatory issues.
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