Introduction
Since September 7, 2021, there has been drastic amendments in SEBI (LODR) with the Fifth Amendment Regulations, 2021 taking it’s course and the main focus can be drawn to Regulation 15(1A) of SEBI (LODR) which reads as follows:-
[The provisions of this regulation and regulation 16 to regulation 27 of this chapter shall apply to a listed entity which has listed its non-convertible debt securities and has an outstanding value of listed non-convertible debt securities of Rupees Five Hundred Crore and above:
Provided that in case an entity that has listed its non-convertible debt securities triggers the specified threshold of Rupees Five Hundred Crore during the course of the year, it shall ensure compliance with these provisions within six months from the date of such trigger:
Provided further that these provisions shall be applicable to a ‘high value debt listed entity’ on a ‘comply or explain’ basis until March 31, 2023 and on a mandatory basis thereafter.]
Through the above insertion, the debt listed companies have additional compliances to be adhered to apart from the regular Compliances being complied with before the amendment.
Let’s have a look at the Compliances to be followed by ‘high value debt listed entity’ through a Checklist:-
| Compliances (SEBI LODR) | Timelines |
| Regulation 7(3)
The listed entity shall submit a compliance certificate to the exchange, duly signed by both the compliance officer of the listed entity and the authorised representative of the share transfer agent, wherever applicable. |
Within thirty days from the end of the financial year certifying compliance with the requirements of sub-regulation (2). |
| Regulation 13(3)
The listed entity shall file with the recognised stock exchange(s) on a quarterly basis, a statement giving the number of 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. |
Within twenty one days from the end of each quarter. |
| Regulation 17(8)
The chief executive officer and the chief financial officer shall provide the compliance certificate to the board of directors as specified in Part B of Schedule II. |
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| Regulation 23(9)
Disclosures of related party transactions on a consolidated basis, in the format specified in the relevant accounting standards for annual results to the stock exchanges and publish the same on its website. |
Within 30 days from the date of publication of its standalone and consolidated financial results for the half year. |
| Regulation 24A(1)
Secretarial Audit Report Every listed entity and its material unlisted subsidiaries incorporated in India shall undertake secretarial audit and shall annex a secretarial audit report given by a company secretary in practice, in such form as specified, with the annual report of the listed entity. |
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| Regulation 24A(2)
Secretarial Compliance Report Every listed entity shall submit a secretarial compliance report in such form as specified, to stock exchanges |
Within sixty days from end of each financial year. |
| Regulation 27(2)(a)
The listed entity shall submit a quarterly compliance report on corporate governance in the format as specified by the Board from time to time to the recognised stock exchange(s) |
within twenty one days from the end of each quarter. |
| Regulation 50(1)
The listed entity shall give prior intimation to the stock exchange about the Board meeting in which any of the following proposals is to be considered: (a) an alteration in the form or nature of non-convertible securities that are listed on the stock exchange or in the rights or privileges of the holders thereof; (b) an alteration in the date of the interest/ dividend/ redemption payment of non-convertible securities; (c) financial results viz. quarterly or annual, as the case may be; (d) fund raising by way of issuance of non-convertible securities; or (e) any matter affecting the rights or interests of holders of non-convertible securities. |
Prior intimation to the stock exchange of at least two working days in advance, excluding the date of the intimation and the date of the meeting of the board of directors. |
| Regulation 50(2)
The listed entity shall intimate the stock exchange, in case of: (a) any annual general meeting or extraordinary general meeting that is proposed to be held for obtaining shareholder approval for the proposals at clauses (c) and (d) under sub-regulation (1) of this regulation; (b) any meeting of the holders of non-convertible securities in relation to the proposal at clause (e) of sub-regulation (1) of this regulation. |
Intimate the stock exchange not later than the date of commencement of dispatch of notices. |
| Regulation 51(1)
The listed entity shall promptly inform the stock exchange(s) of all information having bearing on the performance/ operation of the listed entity, price sensitive information or any action that shall affect payment of interest or dividend or redemption of non-convertible securities. |
Promptly inform (as soon as reasonably possible but not later than twenty-four hours from the date of occurrence of the event or receipt of information)to the stock exchange(s). |
| Regulation 51(2)
Without prejudice to the generality of sub regulation(1), the listed entity who has listed non-convertible securities shall make disclosures as specified in Part B of Schedule III. |
To the stock exchange(s)-
1. Promptly inform(as soon as reasonably possible but not later than twenty-four hours from the date of occurrence of the event or receipt of information) – Part B of Schedule III. 2. Within thirty minutes of the closure of the meeting:- (a) the decision with respect to fund raising proposed to be undertaken by way of non-convertible securities; (b) financial results 3. As soon as possible but not later than twenty-four hours of receipt of such reasons from the auditor – Resignation of the auditor of the listed entity. |
| Regulation 52(1)
The listed entity shall prepare and submit un-audited or audited quarterly and year to date standalone financial results on a quarterly basis in the format as specified by the Board to the recognised stock exchange(s): Provided that in case of entities which have listed their debt securities, a copy of the financial results submitted to stock exchanges shall also be provided to Debenture Trustees on the same day the information is submitted to stock exchanges. |
Within forty-five days from the end of the quarter, other than last quarter, to the recognised stock exchange(s). |
| Regulation 52(2)(d)
The listed entity shall comply with following requirements with respect to preparation, approval, authentication and publication of annual and quarterly financial results: The annual audited standalone and consolidated financial results for the financial year shall be submitted to the stock exchange(s) along with the audit report |
Within sixty days from the end of the financial year. |
| Regulation 52(2)(f)
The listed entity shall also submit as part of its standalone or consolidated financial results for the half year, by way of a note, a statement of assets and liabilities and statement of cash flows. |
At the end of the half year. |
| Regulation 52(7)
The listed entity shall submit to the stock exchange, a statement indicating the utilization of issue proceeds of non-convertible securities, which shall be continued to be given till such time the issue proceeds have been fully utilised or the purpose for which these proceeds were raised has been achieved. |
Within forty-five days from the end of every quarter to be submitted to the stock exchange. |
| Regulation 52(8)
The listed entity shall, publish the financial results and statement referred to in sub-regulation (4), in at least one English national daily newspaper circulating in the whole or substantially the whole of India. |
Within two working days of the conclusion of the meeting of the board of directors. |
| Regulation 53
(1) The annual report of the listed entity shall contain disclosures as specified in Companies Act, 2013 along with the following: (a) audited financial statements i.e. balance sheets, profit and loss accounts etc (, and Statement on Impact of Audit Qualifications as stipulated in regulation 52(3)(a), if applicable;) (b) cash flow statement presented only under the indirect method as prescribed in Accounting Standard-3/ Indian Accounting Standard 7, mandated under Section 133 of the Companies Act, 2013 read with relevant rules framed thereunder or by the Institute of Chartered Accountants of India, whichever is applicable; (c) auditors report; (d) directors report; (e) name of the debenture trustees with full contact details ; (f) related party disclosures as specified in Para A of Schedule V. (2) The listed entity shall submit to the stock exchange and the debenture trustee and publish on its website- (a) a copy of the annual report sent to the shareholders along with the notice of the annual general meeting, not later than the date of commencement of dispatch to its shareholders; and (b) in the event of any changes to the annual report, the revised copy along with the details and explanation for the changes, not later than 48 hours after the annual general meeting. |
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| Regulation 54(2)
The listed entity shall disclose to the stock exchange the extent and nature of security created and maintained with respect to its secured listed non-convertible debt securities. |
In quarterly, half-yearly, year-to-date and annual financial statements to the stock exchange. |
| Regulation 55
Each rating obtained by the listed entity with respect to non-convertible securities shall be reviewed by a credit rating agency registered by the Board. |
At least once a year by a credit rating agency registered by the Board. |
| Regulation 57(1)
The listed entity shall submit a certificate to the stock exchange regarding status of payment in case of non-convertible securities. |
Within one working day of the interest or dividend or principal becoming due to the stock exchange. |
| Regulation 57(4)
The listed entity shall provide details for all the non-convertible securities for which interest/dividend/principal obligations shall be payable during the quarter. |
Within five working days prior to the beginning of the quarter. |
| Regulation 57(5)
The listed entity shall provide: (a) a certificate confirming the payment of interest/dividend/principal obligations for non-convertible securities which were due in that quarter; and (b) the details of all unpaid interest/dividend/principal obligations in relation to non-convertible securities at the end of the quarter. |
Within seven working days from the end of the quarter. |
| Regulation 60(2)
The listed entity shall give notice in advance to the recognised stock exchange(s) of the record date or require specifying the purpose of the record date. |
In advance of at least seven working days (excluding the date of intimation and the record date) to the recognised stock exchange(s) or of as many days as the stock exchange(s) may agree to. |
| Regulation 61A(2)
Where the interest/dividend/redemption amount has not been claimed within thirty days from the due date of interest/ dividend / redemption payment, a listed entity shall within seven days from the date of expiry of the said period of thirty days, transfer the amount to an escrow account to be opened by the listed entity in any scheduled bank: Provided that the interest/ dividend/ redemption amount that is unclaimed and outstanding for a period of less than seven years as on the date of notification of this sub-regulation shall be transferred to the escrow account within thirty days, where it shall remain for the intervening period up to seven years. |
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| Regulation 61A(3)
Any amount transferred to the escrow account that remains unclaimed for seven years shall be transferred to the ‘Investor Education and Protection Fund’ constituted in terms of section 125 of the Companies Act, 2013. |
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| Regulation 62(4)
The listed entity shall update any change in the content of its website. |
Within two working days from the date of such change in content. |
References
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
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Disclaimer
Absolute Care is taken to prepare this article; however, inadvertently if any errors occur then, the Author shall not be held responsible for any such cause. The Content published is only for educational purpose and shall not be construed as the rendering of any Professional Advice in any manner whatsoever. Readers must exercise their Judgement and refer the original source before any implementation. Further, the Content is an original work of the Author and may be used only after written permission.
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