CS Lovkesh Batra
Introduction: Securities and Exchange Board of India vide notification dated 2nd September, 2015 has notified “Securities and Exchange Board of India (Listing Obligations And Disclosure Requirements) Regulations, 2015“ effective from December 1, 2015 except two – Reg 23(4) & Reg 31 which has immediate effect from date of notification i.e. September 2, 2015.
SEBI (LODR) regulations has been divided into various chapters depending upon the nature of securities, like chapter IV that prescribe the obligations for those Listed Entities which has listed its “Specified Securities” and chapter V prescribe the obligations for those Listed Entities which has listed its “Non-Convertible Debt Securities and Non-Convertible Redeemable Preferences Shares.”
Below mentioned are some of the major regulations and their respective time period for those Listed entities which has listed their “Non-Convertible Debt Securities and Non-Convertible Redeemable Preferences Shares.”
| Chapter III(Common Obligations of Listed Entities) | |||
| Regulation No. | Heading | SEBI (LODR) Regulation, 2015 | time period |
| Reg 6(1) & (2) | Compliance Officer | Company shall appoint qualified Company Secretary as Compliance Officer | As Soon as possible(if yet to be designated) |
| Reg 7(1) | Share Transfer Agent | Company shall appoint a share transfer agent or in house share transfer facility | As Soon as possible(if yet to be appointed) |
| Proviso to Reg 7(1) | In house share transfer facility | If Company is maintaining in house share transfer facility and total number of security holders exceeds one lakh, than listed entity shall either register with the Board as a Category II share transfer agent or appoint RTA and share transfer agent registered with the Board. | As Soon as possible(if any) |
| Reg 7(2) & (3) | Compliance Certificate for share transfer | Submit a compliance certificate for share transfer to stock exchange
to be signed by Compliance officer AND authorised representative of share transfer agent |
within 1 month of end of half year |
| Reg 7(4) | Change of RTA | In case of any change or appointment of a new RTA, the tripartite agreement between (the existing RTA, new RTA and the listed entity) should be entered & same be intimated to Stock Exchange.
If maintained in- house, agreement entered between the listed entity and the new RTA same be intimated to Stock Exchange. Take note shall be taken in next Board Meeting |
within 7 days of entering into agreement |
| Reg 9 | Policy for Preservation of documents | Company has to make a policy to preserve documents in two classified modes:
i) permanently preserved ii) for not less than eight years after completion of the relevant transactions. Policy must be approved by the Board of Directors in their Board Meeting |
As Soon as possible(if yet to be made) |
| Reg 12 | Dividend | If Company has made payment of dividend via e- mode, then use any of the method as given in Schedule II In case payment is not through electronic mode, than either ‘payable-at-par’ warrants or cheques may be issuedThese shall be sent through speed post when amount of dividend exceed Rs. 1500. |
event based |
| Reg 13(2) | Grievance Redressal Mechanism | Company has to either registered itself with (A) Scores or (B) any other electronic platform or system of SEBI to handle investor complaints electronically |
As Soon as possible(if yet to be registered) |
| Reg 13(3) | Quarterly statement for investor complaints | Company has to submit quarterly statement for investor complaints pending at the beginning of the quarter, those received during the quarter, disposed of during the quarter and those remaining unresolved at the end of the quarter with Recognised Stock Exchange. | within 21 days of end of quarter |
| CHAPTER V(Obligations of Listed Entity havin Non-Convertible Debt or Redeemable Pre. Shares or Both) | |||
| Applicability – NCD as per SEBI (Issue and Listing of Debt Securities) Regulations, 2008 & Non convertible Redeemable preference share as per SEBI (Issue and Listing of Non-Convertible Redeemable Preference Shares) Regulations, 2013 | |||
| Regulation No. | Heading | SEBI (LODR) Regulation, 2015 | time period |
| Reg. 50(1) | Prior intimation for payment of interest/Redemption amount | Company has to make prior intimation for payment of interest/Redemption amount on debentures to Stock Exchange | At least 11 days before the date on which Interest/Redemption amount is payable |
| Reg. 50(2) & (3) | PRIOR Intimation to SE in case of fresh NCDs. | Company shall give PRIOR intimation to stock exchange, whenever intention of the Company is raise fresh Non-Convertible Debentures.
The intimation will be given before the Board Meeting to be held for above purpose. |
At least 2 working days in advance,
(while calculating 2 days date of intimation and date of BM shall be excluded) |
| Reg. 51(1) & (2) | Price Sensitive Information to SE | Company has made to make prompt intimation to Stock Exchange in case of any price sensitive information or any action that can effect payment of Interest of Debentures.
Company has to comply with requirements as specified part B of schedule III. |
Here prompt means, as soon as practically possible
(Event Based) |
| Reg. 52(1) | Half yearly un-audited or audited Financial Results | Company has to submit half yearly un-audited or audited Financial Results along with statement indicating material deviation . | within 45 days from end of half year |
| Reg. 52(3) | Format of Annual Audit Report | Company has to submit financial result along with annual audit report to stock exchange:
Either in Form A or Form B |
|
| Reg 52(7) | Statement of Material Deviations | In case there is material deviation in the use of proceeds of issue of non-convertible debentures from the objects stated in the offer document then, Company shall include a statement indicating material deviation along with half yearly results | to be included in half yearly results |
| Reg. 52(8) | Publication of financial result | Company shall on conclusion of Board Meeting:
Publish financial result along with material deviation statement(if any) in one English national daily. |
within 2 calendar days of conclusion of BM |
| Reg 53 | Annual report | The Annual report shall contain:
(a) Disclosure as per Companies act, 2013. (b) Audited Financial Statements (c) Cash Flow statement (d) Auditors and Directors Report (e) The name of the debenture trustees with full contact details (f) Related Party Disclosures as per para A of Schedule V |
|
| Reg 54(1) | 100 % Asset Cover | The Listed Company shall maintain 100 % asset cover sufficient to discharge the principal amount at all times | Compliance requirement |
| Reg 54(2) | Intimation of security created against secured listed NCD. | Company has to submit with Stock Exchange quarterly, half yearly, annually a financial statement for security created against secured listed non-convertible debt securities. | quarterly, half-yearly, annually |
| Reg 55 | Credit Rating | Every year the Company shall get the rating reviewed from any of CRA registered with SEBI. | Yearly |
| [Reg 56(1)(a)] | Annual Report submit with Debenture Trustee | Company has to submit with debenture trustee–
A copy of annual report along with auditor’s certificate in respect of utilization of funds raised |
event based |
| Reg 55(1)(b) | Resolution/Notices for fresh NCD/Revision in rating submit with Debenture Trustee | Company has to submit with debenture trustee –
A copy of all notices, resolution etc in respect (a) any new issue of NCDs (b) Intimation regarding revision in rating (c) Intimation regarding default in payment of interest or redemption or both (d) Intimation regarding failure to create charge on assets |
event based |
| Reg 55(1)(d) | Half-yearly certificate for maintenance of 100% asset cover | Half-yearly certificate for maintenance of 100% asset cover in respect of listed non convertible debt securities, along with the half yearly financial result should be submitted to debenture trustee.
To be signed by practicing company secretary or a practicing chartered accountant |
half yearly |
| Reg. 57(1) | Certificate of timely payment of the interest or principal or both | Once the payment of interest or principal or both become due, the the Company has to make payment of the same and
Submit a Certificate of timely payment of the interest or principal or both to stock exchange. |
within 2 days of becoming due |
| Reg 57(2) | Undertaking to stock exchange for compliance of documents to Deb. Trustee | Company has to furnish a undertaking to the stock exchange(s) on annual basis stating that all documents and intimations required to be submitted to Debenture Trustees has been complied with. | Yearly based |
| Reg 58(1) | Annual Reports | Company shall send annually annual reports by :
(a) mail (b) hard copy(if requested) |
event based |
| Reg 58(2)&(3) | Notice of all meetings to NCD | Company has to send Notice of all meetings along with proxy form to NCDs | event based |
| Reg 59 | Prior approval from SE for making material modification in the NCDs. | Material modification in structure of NCDs should be made with prior approval from SE. | event based |
| Reg 60 | Prior intimation to SE of record date for payment of Interest | Company has to make notice to Stock Exchange intimating record date for payment of Interest. | 7 days(excluding the date of intimation and record date) advance before record date |
| Reg 61 | Not to declare Dividend | Company can not declare dividend if it has made default in payment of interest.
However unclaimed dividend should get transferred to IEPF. |
event based |
| Reg 61(4) | Transfer of Securities | In case of transfer of securities, company has to comply with the requirements under schedule VII | event based |
| Reg 62(1) | Website Disclosure | The Company shall maintain a website containing: (a) Details of its business(b) Financial Information (c) Contact Information of designated professionals who are responsible for assisting and handling investors grievances (d) Email address for grievances readdressal (e) name and contact details of debenture trustee (f) Information, report, notices, call, letters, circulars, proceedings etc. concerning NCDs. (g) all information and reports (h) Information with respect to (i) default by company to payment of interest |
As Soon as possible(if yet to be maintained) |
| Reg 62(2) | Press Release | The Company shall issue press release for above events | Event based |
| Chapter VI(Obligations of Listed Entity having NCDs on Recognised Stock Exchange) | |||
| Regulation No. | Heading | SEBI (LODR) Regulation, 2015 | time period |
| Reg 64(1) | Delisting Regulations | If specified securities of the listed entity are delisted from SE then provisions in Chapter V of these regulations followed. | event based |
| Reg 64(2) | Delisting Regulations | If, non-convertible debt securities and non-convertible redeemable preference shares’ of the listed entity get delisted, then provisions in Chapter IV of these regulations followed. | event based |
Disclaimer: The entire contents of this document have been prepared on the basis of relevant provisions and as per the information existing at the time of the preparation. The observations of the author are personal views and the author do not take responsibility of the same and this cannot used to be quoted before any authority.
does debt listed company needs to publish its record date for the payment of interest in the newspaper?
Brilliant article.