In order to tighten the corporate governance related disclosure norms for *[high value debt listed entities], the SEBI (Listing and Obligations and Disclosure Requirements), Regulations 2015 (“Listing Regulations”) vide notification dated September 07, 2021, made Regulations 15 to 27, applicable to high value debt listed entities on a ‘comply or explain’ basis until March 31, 2023 and on a mandatory basis thereafter.
Considering the above notification, NSE vide its circular dated September 30, 2021, and BSE, vide its circular dated October 01, 2021, has prescribed following formats and requirements for the purpose of corporate governance disclosures, as applicable to such entities under Listing Regulations:-
1. Annual Secretarial Audit Report and Secretarial Compliance report – SEBI circular dated February 08, 2019 (same as applicable to equity listed entities) – Click here to refer circular;
2. Quarterly Compliance Report on Corporate Governance – Only Annexure 1 of SEBI Circular dated May 31, 2021 is applicable – Click here to refer circular;
3. Certain Parts of Schedule V of the Listing Regulations as specified below:-
(i) Part C – Disclosures in corporate governance report as part of annual report;
(ii) Part D – Declaration by CEO on compliance of the management and directors with the code of conduct;
(iii) Part E – Compliance certificate by auditors or practising Company Secretary of corporate governance compliance.
*Listed entities which has listed its non-convertible debt securities and has an outstanding value of listed non-convertible debt securities of Rs. 500 Crore or more shall be referred as ‘high value debt listed entities’.
Pursuant to this notification/ amendment, the said listed companies are required to submit the same in respective format w.e.f quarter ended September 30, 2021.