Summary: Listed Non-Convertible Debentures (NCDs) carry continuing compliance obligations under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Companies Act, 2013, the debenture trust deed and other applicable regulatory frameworks. Issuers must coordinate with stock exchanges, debenture trustees, credit rating agencies, depositories and the Registrar of Companies throughout the life of the securities. The requirements include quarterly financial results, utilisation statements, security cover disclosures, event-based intimations, investor grievance redressal, annual corporate filings and timely payment of interest and principal. Additional corporate governance requirements apply to High Value Debt Listed Entities, subject to the applicable outstanding debt threshold. Debenture trustees require periodic certificates and information concerning security, guarantees, covenants and payment defaults. The Companies Act may also require Debenture Redemption Reserve, specified investments, registration and satisfaction of charges, annual returns and other statutory filings, depending on the issuer’s classification. This article brings together the principal obligations, reporting frequencies, regulatory references and an annual compliance calendar for issuers with listed NCDs. It also provides practical checklists for interest payments, redemption and handling potential defaults. Since reporting requirements and deadlines may change through SEBI amendments, exchange circulars and other regulatory instructions, issuers should confirm the latest applicable provisions before acting. Maintaining a coordinated compliance calendar, assigning responsibility for each filing and monitoring payment dates can help reduce delays, penalties and investor-servicing risks.
Compliance Calendar for Listed Debentures: Exchange, Trustee, Companies Act and Beyond
- Introduction
- 1. Applicability: which compliances apply to whom
- 2. Stock exchange compliances (SEBI LODR)
- A. Periodic compliances
- B. Event-based compliances
- 3. Debenture trustee compliances
- 4. Companies Act compliances
- 5. Other applicable laws and authorities
- 6. Annual compliance calendar (financial year April – March)
- 7. Payment of interest and redemption: step-by-step checklist
- Interest payment
- Redemption (full or partial)
- If payment cannot be made
- 8. Penalties and common lapses
- Conclusion
Introduction
Listing is the start of the compliance cycle, not the end. From the day its debentures are listed, an issuer answers to five authorities at once: the stock exchange (under the SEBI LODR Regulations), the debenture trustee, the Registrar of Companies, the credit rating agency, and the depositories. Most penalties for listed debenture issuers come from missed periodic filings, not from the issue itself.
This article is the companion to our guide on Listing of Non-Convertible Debentures on BSE / NSE. It maps every recurring and event-based compliance for an entity with listed NCDs, gives the current timelines after the 2024–2026 amendments, and ends with a month-wise calendar and an interest-payment checklist.
| Layer | Main source of obligation |
|---|---|
| Stock exchange (NSE / BSE) | SEBI (LODR) Regulations, 2015 – Chapters III and V (Reg. 50–62A); LODR Master Circular for NCS dated 11 July 2025 |
| Debenture trustee | Debenture Trust Deed; SEBI (Debenture Trustees) Regulations, 1993; DT Master Circular dated 13 August 2025; SEBI circular dated 25 November 2025 |
| Companies Act | Sections 42, 71, 77–82, 88, 92, 117; Rule 18 of the Share Capital and Debentures Rules; Deposit Rules |
| SEBI issue framework | SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 and NCS Master Circular |
| Other laws | Credit rating framework, SEBI PIT Regulations, Income-tax law (TDS), RBI directions for NBFCs, Stamp Act, depository rules |
1. Applicability: which compliances apply to whom
The compliance load depends on what else the issuer has listed and how large its listed debt is.
| Issuer | LODR obligations | Companies Act status |
|---|---|---|
| Debt-only listed entity (listed NCDs below ₹5,000 crore outstanding) | Chapter III (common obligations) and Chapter V (Reg. 50–62A) | Not a “listed company” under Rule 2A if only privately placed NCDs are listed; a private company stays private |
| High Value Debt Listed Entity (HVDLE) – listed NCDs outstanding of ₹5,000 crore or more | Chapter III, Chapter V, plus corporate-governance norms in Chapter VA (board, committees, related-party transactions) | As above |
| Equity-listed entity with listed NCDs | Full LODR (Chapter IV for equity) plus Chapter V for NCDs | Listed company |
Key points:
- HVDLE threshold. Under the LODR (Amendment) Regulations, 2026, effective 22 January 2026, an entity becomes an HVDLE only when outstanding listed NCDs reach ₹5,000 crore (earlier ₹1,000 crore). A new HVDLE has six months from the trigger to comply. An entity whose listed NCDs fall and stay below the threshold for three consecutive financial years stops being an HVDLE.
- Mandatory listing. Under Reg. 62A, once an entity has listed NCDs, every NCD it issues on or after 1 January 2024 must be listed.
- Compliance officer. Every listed entity must appoint a qualified Company Secretary as compliance officer (Reg. 6), who is responsible for filings, investor grievances and coordination with the exchange and trustee.
2. Stock exchange compliances (SEBI LODR)
The exchange filings fall into two groups: periodic filings tied to the quarter, and event-based disclosures tied to board decisions and payments. All filings go through the exchange portals (NSE NEAPS / Digital Exchange, BSE Listing Centre), most in XBRL.
A. Periodic compliances
| Compliance | Regulation | Timeline |
|---|---|---|
| Quarterly financial results (standalone; consolidated where applicable), with statement of assets and liabilities and cash flow at half-year | Reg. 52(1)–(3) | Within 45 days of quarter end; last quarter and annual audited results within 60 days of year end |
| Line items with results: debt-equity, DSCR, ISCR, net worth, DRR / CRR, current ratio, margins and other ratios | Reg. 52(4) | With the results |
| Statement of utilisation of issue proceeds and statement of material deviation | Reg. 52(7), 52(7A) | With each quarterly result, until proceeds are fully used |
| Copy of results to debenture trustee | Reg. 52(5) | Same day as filing with the exchange |
| Newspaper publication of results with Reg. 52(4) line items (a short window advertisement with QR code and link is permitted) | Reg. 52(8) | Within 2 days of the board meeting |
| Extent and nature of security created and maintained, and security cover available | Reg. 54 | With quarterly and annual results |
| Annual report to NCD holders | Reg. 58 | Annually |
| Annual listing fee | Listing agreement | By 30 April |
| Website disclosures: financials, rating, trustee details, contact person, complaint e-mail, Reg. 51 disclosures (kept for 5 years) | Reg. 62 | Continuously updated |
| Investor grievances through SCORES and the Online Dispute Resolution (ODR) platform | Reg. 13 | Redress within 21 days of complaint |
B. Event-based compliances
| Event | Regulation | Timeline |
|---|---|---|
| Prior intimation of board meeting to consider: change in nature or rights of NCDs, change in payment dates, financial results, fund raising through NCS, or any matter affecting NCD holders | Reg. 50(1) | At least 2 working days in advance, excluding the date of intimation and of the meeting |
| Intimation of general meeting (for results / fund raising) or meeting of NCD holders | Reg. 50(2) | By the date notices are dispatched |
| Board outcome on fund raising through NCS or on financial results | Reg. 51 read with Part B of Schedule III | Within 30 minutes of the meeting’s close |
| Other price-sensitive information and Part B events (rating change, default or expected default, change in DT, change in directors / KMP, fraud, litigation) | Reg. 51 | Promptly, and in any case within 24 hours |
| Intimation of record date for interest / redemption | Reg. 60 | In advance of the record date (currently at least 3 working days, excluding the intimation date and record date) |
| Certificate of status of payment of interest / principal | Reg. 57(1) | Within 1 working day of the payment becoming due |
| Material modification of terms (structure, coupon, tenor, security) | Reg. 59 | Prior approval of board, debenture trustee and NCD holders (as per the trust deed), then the exchange |
| Listing of new NCD issues | Reg. 62A | Every NCD issued on or after 1 January 2024 |
Recent relaxations worth noting. The December 2024 LODR amendments removed the old quarterly filing of upcoming interest and principal payments under Reg. 57(4) and the annual undertaking on trustee compliance. Results may now be published as a window advertisement with a QR code instead of the full results.
3. Debenture trustee compliances
The debenture trustee monitors the issuer for the whole life of the NCDs, and since the SEBI circular of 25 November 2025 the issuer’s reporting to the trustee runs on fixed deadlines from the quarter ended 31 December 2025.
| Report / certificate to trustee | Periodicity | Timeline |
|---|---|---|
| Security cover certificate (Annex-VA format of the DT Master Circular), from the statutory auditor | Quarterly | Within 60 days of quarter end; 75 days for the last quarter |
| Value of pledged securities; value of Debt Service Reserve Account or other security; net worth certificate of personal guarantor | Half-yearly | Within 60 days of half-year end |
| Financials / value of corporate guarantor from audited statements | Annually | Within 60 days of financial year end |
| Valuation report and title search report for charged movable / immovable assets | Once in three years | Within 60 days of financial year end |
| Financial results | Quarterly | Same day as filing with the exchange (Reg. 52(5)) |
| Annual report, notices of general meetings and NCD-holder meetings, and other documents listed in Reg. 56 | As issued | Simultaneously with dispatch to members / exchange |
| Intimation of default or expected default in interest / principal | Event | Immediately, and before the Reg. 57 certificate |
| Covenant compliance certificate and other undertakings under the trust deed | As per trust deed | As per trust deed |
Other trustee-facing obligations:
- Maintain the security cover stated in the offer document and trust deed (100% or higher) at all times (Reg. 54), and keep charged assets insured with the trustee as loss payee where the deed requires.
- Pay trustee fees on time; unpaid fees can delay the trustee’s certifications to the exchange.
- Consent for changes. Any release, substitution or creation of further charge on secured assets, and any change in terms, needs the trustee’s prior consent (and NCD holders’ approval where the deed or Reg. 59 requires).
- Recovery Expense Fund deposited at issue stays with the designated exchange until redemption; on full redemption, the issuer applies for its refund with the trustee’s no-objection.
- On default, the trustee may convene NCD-holder meetings, enforce security and enter into an inter-creditor agreement; the issuer must cooperate with information and access.
4. Companies Act compliances
Listing on an exchange does not replace any Companies Act obligation on debentures; several of them, such as DRR and the 15% liquid investment, apply every year until redemption.
| Compliance | Provision | Timeline / frequency |
|---|---|---|
| Debenture Redemption Reserve (DRR) of 10% of outstanding debentures, out of profits | Sec. 71(4); Rule 18(7)(b) | Created yearly till redemption. Listed companies, NBFCs and HFCs are exempt. A company with only privately placed NCDs listed is not a “listed company” (Rule 2A), so it should evaluate whether DRR applies to it. |
| Deposit or invest at least 15% of debentures maturing in the year (bank deposit, specified securities) | Rule 18(7)(c) | On or before 30 April each year; not to be used except for redemption. Banks and certain financial institutions are exempt. |
| Register of debenture holders and index | Sec. 88; Rule 4 | Maintained (for demat holdings, the depository’s records serve as the register) |
| Registration of charge for secured NCDs | Sec. 77; CHG-9 | Within 30 days of creation; CHG-9 again for any modification |
| Satisfaction of charge on redemption | Sec. 82; CHG-4 | Within 30 days of full redemption |
| Return of allotment for further tranches | Sec. 42; PAS-3 | Within 15 days of allotment |
| Special resolutions (borrowing, charge, private placement) | Sec. 117; MGT-14 | Within 30 days of passing |
| Disclosure of debentures in annual return | Sec. 92; MGT-7 | Within 60 days of AGM |
| Financial statements with debenture and DRR disclosures | Sec. 137; AOC-4 | Within 30 days of AGM |
| Return of money not treated as deposits (listed NCDs and secured NCDs are excluded from “deposits”) | Rule 16 of Deposit Rules; DPT-3 | By 30 June each year |
| Board’s report disclosures on debentures issued and their utilisation | Sec. 134 | Annually |
| Dematerialisation of all securities (private companies other than small companies) | Rule 9A / 9B | Ongoing; new issues only in demat form |
| Secretarial audit | Sec. 204; Rule 9 | Only if the company meets the Rule 9 thresholds (a debt-only listed company is not a “listed company” for this purpose) |
Consequences of default. If the company fails to redeem debentures or pay interest when due, the National Company Law Tribunal may, on application by a debenture holder or the trustee, order payment under Sec. 71(10). Failure to comply with that order attracts the penalties in Sec. 71(11).
5. Other applicable laws and authorities
Beyond the exchange, trustee and ROC, several other regimes touch a listed debenture issuer regularly.
| Area | Obligation | Timeline |
|---|---|---|
| Credit rating agency | Give data for annual surveillance; give the monthly No Default Statement on servicing of debt; disclose every rating action to the exchange | Monthly NDS; annual review; rating changes within 24 hours (Reg. 51 / Reg. 55) |
| Depositories and RTA | Keep tripartite agreements and RTA arrangement current (Reg. 7); run corporate actions for interest, redemption and extinguishment of ISIN; record-date beneficiary download | Each payment / redemption |
| Insider trading (SEBI PIT Regulations) | Code of conduct and fair disclosure code; trading-window closure around results; structured digital database of UPSI sharing; disclosures by designated persons | Ongoing; trading window per code |
| Income-tax | Deduct tax at source on interest on debentures (listed debentures lost their TDS exemption from 1 April 2023); collect Form 15G / 15H and PAN; file quarterly TDS returns and issue certificates. From 1 April 2026, refer to the corresponding provisions of the Income-tax Act, 2025. | On each interest payment; quarterly returns |
| RBI (for NBFCs / HFCs) | Board-approved policy on resource raising; end-use and reporting under RBI directions on private placement of NCDs; asset-liability reporting | As prescribed by RBI / NHB |
| Stamp duty | Stamp duty on transfers of NCDs in demat form is collected by the depositories; ensure stamp duty on any fresh trust deed or security document | On each transaction / document |
| Investor protection | Register on SCORES 2.0 and the ODR portal; publish a dedicated grievance e-mail ID; maintain the grievance log | Ongoing; 21-day redressal |
| Unclaimed amounts | Transfer interest and redemption amounts unclaimed for seven years to the Investor Education and Protection Fund (Sec. 125) | After 7 years from due date |
6. Annual compliance calendar (financial year April – March)
The calendar below assumes a March year end, quarterly results and a September AGM; interest and redemption dates are added issue-wise from the payment schedule.
| Month | Key compliances due |
|---|---|
| April | 15% liquid investment for debentures maturing in the year (by 30 April); annual listing fee to exchanges (by 30 April) |
| May | Audited annual results with Reg. 52(4) line items, security cover disclosure and utilisation / deviation statements (within 60 days, i.e. by 30 May); newspaper publication within 2 days; corporate guarantor financials to trustee (by 30 May); valuation / title search reports to trustee in the three-yearly cycle (by 30 May); TDS return for Q4 (by 31 May) |
| June | Security cover certificate for Q4 to trustee (within 75 days, i.e. by 14 June); DPT-3 (by 30 June) |
| July | TDS return for Q1 (by 31 July) |
| August | Q1 results with line items and statements (by 14 August); security cover certificate for Q1 to trustee (by 29 August) |
| September | AGM; annual report to NCD holders and to trustee (Reg. 56, Reg. 58); website update |
| October | AOC-4 (within 30 days of AGM); TDS return for Q2 (by 31 October) |
| November | Q2 / half-year results with statement of assets and liabilities and cash flow (by 14 November); MGT-7 (within 60 days of AGM); security cover certificate for Q2 and half-yearly statements (pledged securities, DSRA, personal guarantor net worth) to trustee (by 29 November) |
| December | Review trading-window and UPSI database ahead of Q3 results |
| January | TDS return for Q3 (by 31 January) |
| February | Q3 results with line items and statements (by 14 February) |
| March | Security cover certificate for Q3 to trustee (by 1 March); plan DRR and next year’s 15% investment |
| Every month | No Default Statement to the credit rating agency; grievance redressal within 21 days |
| Each payment date | Record date 15 days before due date; record-date intimation to exchange; payment; Reg. 57 certificate within 1 working day |
| Each board meeting | Prior intimation under Reg. 50 (2 working days); outcome within 30 minutes (results / fund raising); other disclosures within 24 hours |
7. Payment of interest and redemption: step-by-step checklist
Every coupon and redemption runs on the same cycle: record date 15 days before the due date, payment on the due date, and a certificate to the exchange within one working day.
Interest payment
- D-30: Confirm the due date, amount and day-count from the term sheet / KID; check holiday convention (if the due date is a holiday, follow the convention stated in the offer document).
- D-20: Arrange funds; inform the RTA and paying bank; check that any Debt Service Reserve Account is funded as per the deed.
- Before record date: Intimate the record date and purpose to the exchange (Reg. 60), at least 3 working days in advance.
- D-15 (record date): Obtain the beneficiary position from the depositories through the RTA; freeze the list of holders entitled.
- D-7 to D-2: Compute TDS holder-wise (PAN, Form 15G / 15H, treaty or exemption claims); prepare the payment file.
- D (due date): Credit interest to holders’ bank accounts electronically; prepare the paid / unpaid list.
- D+1 working day: File the Reg. 57(1) certificate of payment status with the exchange; inform the debenture trustee.
- Post-payment: Deposit TDS by the due date; issue TDS certificates; transfer any unpaid amounts to a separate unpaid account; respond to holder queries.
Redemption (full or partial)
- All interest steps above, plus the principal amount.
- For redemption on maturity, the depositories debit the NCDs on the redemption date through the RTA’s corporate action; for partial redemption by face value, the RTA updates the face value.
- For call / put options, give the notice period required in the offer document and disclose the exercise to the exchange under Reg. 51.
- After full redemption: extinguishment of ISIN and delisting by the exchange; refund of the Recovery Expense Fund on the trustee’s no-objection; satisfaction of charge in CHG-4 within 30 days; release of security documents by the trustee.
- Close DRR and the 15% liquid investment for that series; disclose redemption in the next quarterly results.
If payment cannot be made
- Disclose an expected default to the exchange and trustee as soon as it becomes apparent (Part B of Schedule III).
- Report the default in the Reg. 57 certificate within 1 working day and to the credit rating agency.
- Cooperate with the trustee on NCD-holder meetings, inter-creditor arrangements and enforcement; default interest accrues as per the deed.
8. Penalties and common lapses
Late or missed filings are penalised automatically: the exchanges levy per-day fines under the SEBI Standard Operating Procedure for non-compliance, and repeated or serious lapses can lead to suspension of trading in the NCDs and action by SEBI under the SEBI Act. Under the Companies Act, default in redemption or interest can lead to NCLT orders under Sec. 71(10), and filing delays attract additional fees and penalties.
Lapses we see most often in practice:
- Missing the first quarterly results. New debt-only issuers often assume results are half-yearly; they are quarterly, within 45 days.
- Reg. 57 certificate filed late because the payment date fell on a holiday or the RTA confirmation came late. Prepare the certificate the day before.
- Security cover certificate not ready by day 60. Line up the statutory auditor in advance; the Q4 deadline (75 days) clashes with annual audit work.
- Reg. 52(7) / 52(7A) statements omitted once the proceeds are “mostly” used. They continue until the proceeds are fully used.
- Website not updated with rating changes, trustee details and Reg. 51 disclosures.
- Board meeting intimation missed when NCD terms or payment dates are on the agenda along with other business.
- DRR and 15% liquid investment overlooked by private and unlisted public companies that assume the “listed company” exemption applies to them.
- CHG-4 not filed after redemption, leaving the charge open on the MCA records.
- New NCD issued unlisted in breach of Reg. 62A.
Conclusion
A listed debenture issuer runs on three clocks: the quarter (results, security cover, utilisation), the payment date (record date, payment, Reg. 57 certificate) and the financial year (DRR, 15% investment, annual filings). Mapping all three into one calendar at the time of listing, and assigning an owner for each line, prevents almost every penalty described above.
This article reflects the law as of 20 October 2026. Readers should verify the latest SEBI circulars, exchange guidelines and the terms of their own trust deed before acting.
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Author: Dr. CS Ronak Jhuthawat Founder & Managing Partner, Ronak Jhuthawat & Co | Practicing Company Secretaries & Trademark Agent 328, Samriddhi Complex, Sector 11, Opp Krishi Mandi, Udaipur | [email protected] | 9887422212 | www.csronakjhuthawat.com
