Securities and Exchange Board of India (SEBI) introduced the Third Amendment to its Listing Obligations and Disclosure Requirements Regulations, 2023. This article dives into the key components of the amendment, primarily the voluntary delisting of certain securities and the ensuing responsibilities of the listed entities.
1. Purpose of SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2023:
The latest regulations are aimed at:
- Addressing the voluntary delisting process of non-convertible debt securities or non-convertible redeemable preference shares.
- Setting clear parameters on which entities can or cannot opt for voluntary delisting.
- Ensuring transparency, clarity, and protection for investors.
2. Key Provisions of SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2023:
2.1. Applicability and Exclusions:
The provisions are broadly applicable to all entities that wish to voluntarily delist non-convertible debt securities or redeemable preference shares. However, exclusions include:
- Listed entities issuing securities via a public issue.
- Entities with over 200 securities holders, excluding qualified institutional buyers.
- Securities delisted due to penalties or other regulatory actions.
2.2. Delisting Procedures:
The amendment introduces:
- Mandatory application for in-principle approval from stock exchanges.
- A defined timeframe of 15 working days post-board resolution for the application.
- Considerations by the stock exchange during the approval process, ensuring compliance, resolution of investor grievances, and no outstanding dues.
2.3. Obligations of Listed Entities:
Entities must:
- Start the approval process within three days post in-principle approval.
- Disclose key events and details on the official website and to the stock exchanges.
- Offer comprehensive information including reasons for delisting, the proposed timeline, and implications post delisting.
2.4. Notice and Approval Procedures:
Entities must:
- Notify security holders within three days post in-principle approval.
- Ensure the notice provides comprehensive details for informed decision-making.
- Provide e-voting options for security holders.
2.5. Delisting Process Outcomes:
In cases where delisting proposals fail, entities are required to:
- Notify stock exchanges within one day.
- Make a final application post-approval from security holders.
2.6. Specific Provisions for Multiple Stock Exchanges:
Entities listed on multiple exchanges can opt to delist from all except one with nationwide trading terminals. The amendment ensures streamlined compliance in such cases.
2.7. Compliance Monitoring:
Stock exchanges play a pivotal role in ensuring entities adhere to the new regulations and report non-compliance to SEBI.
3. Potential Implications for Stakeholders of SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2023:
The latest regulations underscore SEBI’s commitment to investor protection. It simplifies the delisting process, offers clarity, and sets precise compliance expectations. Both entities and investors can now navigate delisting with better understanding and confidence.
Conclusion:
SEBI’s Third Amendment in 2023 is an astute move towards strengthening the securities market infrastructure. By setting clear guidelines for voluntary delisting of specific securities, it assures greater transparency and diligence in the process, balancing both investor interests and market robustness.
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SECURITIES AND EXCHANGE BOARD OF INDIA
NOTIFICATION
Mumbai, the 23rd August, 2023
SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE
REQUIREMENTS) (THIRD AMENDMENT) REGULATIONS, 2023
No. SEBI/LAD-NRO/GN/2023/149.—In exercise of the powers conferred by section 11, sub-section (2) of section 11A and section 30 of the Securities and Exchange Board of India Act, 1992 (15 of 1992) read with section 31 of the Securities Contracts (Regulation) Act, 1956 (42 of 1956), the Board hereby makes the following regulations to further amend the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, namely:-
1. These regulations may be called the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2023.
2. They shall come into force on the date of their publication in the Official Gazette.
3. In the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 –
I. after Chapter VI, the following Chapter shall be inserted namely,-
“CHAPTER VIA
FRAMEWORK FOR VOLUNTARY DELISTING OF NON-CONVERTIBLE DEBT SECURITIES OR NON-CONVERTBLE REDEEMABLE PREFERENCE SHARES AND OBLIGATIONS OF THE LISTED ENTITY ON SUCH DELISTING
64A. Applicability
(1) The provisions of this Chapter shall be applicable to voluntary delisting of all listed non-convertible debt securities or non-convertible redeemable preference shares from all or any of the stock exchanges where such non-convertible debt securities or non-convertible redeemable preference shares are listed except where:
(a) a listed entity that has outstanding listed non-convertible debt securities or non-convertible redeemable preference shares issued by way of a public issue; or
(b) a listed entity has more than two-hundred securities holders excluding qualified institutional buyers in any International Securities Identification Number relating to listed non-convertible debt securities or non-convertible redeemable preference shares;
(c) non-convertible debt securities or non-convertible redeemable preference shares have been delisted by the stock exchanges as a consequence of any penalty or action initiated against the listed entity or on any grounds as specified under rule 21 of the Securities Contracts (Regulation) Rules, 1957;
(d) non-convertible debt securities or non-convertible redeemable preference shares have been delisted by the stock exchanges pursuant to redemption of such securities or shares;
(e) non-convertible debt securities or non-convertible redeemable preference shares have been delisted pursuant to a resolution plan as per Section 31 of the Insolvency Code.
(2) In case of delisting pursuant to a resolution plan as per the provisions of the Insolvency Code, the details of delisting of non-convertible debt securities or non-convertible redeemable preference shares shall be disclosed to the stock exchanges where such securities or shares are listed within one working day of the approval of the resolution plan under the Insolvency Code.
(3) The provisions of regulation 59 of these regulations shall not be applicable to the voluntary delisting of non-convertible debt securities or non-convertible redeemable preference shares under this Chapter.
64B. In-principle approval of the stock exchanges
(1) The listed entity shall make an application to the relevant stock exchange(s) for seeking in-principle approval for the proposed delisting of non-convertible debt securities or non-convertible redeemable preference shares in the form specified by such stock exchange, not later than fifteen working days from the date of passing of the board resolution to that effect or of receipt of any other statutory or regulatory approval, whichever is later.
(2) The application seeking in-principle approval for the delisting of the non-convertible debt securities or non-convertible redeemable preference shares shall be disposed of by the relevant stock exchange(s) within a period not exceeding fifteen working days from the date of receipt of such application that is complete in all respects.
(3) The stock exchange shall take into account all relevant matters including the following while granting the in-principle approval:
(a) necessary approvals of the board of directors in respect of the delisting proposal;
(b) due resolution of all investor grievances by the listed entity;
(c) due payment of all listing fees or fines or penalties to the stock exchange;
(d) compliance with all provisions of these regulations;
(e) pendency of any litigation or action against the listed entity pertaining to its activities in the securities market;
(f) non-payment of any penalty imposed by the Board or the existence of any restrictions or limitations imposed by the Board upon the listed entity.
64C. Obligations of the listed entity
(1) The listed entity shall ensure that the process of obtaining necessary approval from all holders of non-convertible debt securities or non-convertible redeemable preference shares commences within three working days of the grant of in-principle approval by the stock exchange(s).
(2) All the events in respect of the proposal of delisting for non-convertible debt securities or non-convertible redeemable preference shares beginning with the placing of the agenda for delisting before the board of directors till the delisting is completed, shall be disclosed as material information to the stock exchanges as per regulation 51 of these regulations.
(3) In addition to the information disclosed to the stock exchanges as per regulation 51 of these regulations, the following information shall be disclosed by the listed entity on its website as well as to the stock exchanges, within two working days from the date of receipt of in-principle approval from the stock exchanges for delisting of non-convertible debt securities or non-convertible redeemable preference shares:
(a) the name(s) of the stock exchange(s) from which the non-convertible debt securities or non-convertible redeemable preference shares are sought to be delisted together with the details of all such securities or shares that are sought to be delisted;
(b) the cut-off date specified for determining the list of holders of non-convertible debt securities or non-convertible redeemable preference shares to whom notice for approving the delisting proposal is mandated to be sent;
(c) the objects and reasons for delisting of non-convertible debt securities or non-convertible redeemable preference shares;
(d) the proposed time table from the cut-off date as specified in clause (b) till the date of making final application to the stock exchanges for delisting of non-convertible debt securities or non-convertible redeemable preference shares;\
(e) a disclaimer specifying the following:
“Once the said securities are delisted:
(i) the delisted non-convertible debt securities/ non-convertible redeemable preference shares shall cease to be under the purview of the Act and the rules and regulations prescribed thereunder; and
(ii) the holders of such non-convertible debt securities/ non-convertible redeemable preference shares shall not have any recourse to the investor grievance mechanism for any reason including change/ removal of the debenture trustee or in case of default, such as dispute resolution mechanism, grievance redress mechanism (SCORES), etc. under the Act and the rules and regulations made thereunder.”;
(f) a statement by the board of directors of the listed entity confirming that all material information which is required to be disclosed under the provisions of these regulations has been disclosed to the stock exchange;
(g) a statement from the debenture trustee on the adequacy of security cover in case of secured non-convertible debt securities;
(h) an undertaking that the issuer has not paid or shall not pay any incentive to any investor, directly or indirectly, in connection with delisting under this Chapter;
(i) disclosure of non-convertible debt securities or non-convertible redeemable preference shares held by the related parties or by any person on behalf of the issuer or its related parties and an undertaking that such persons shall not vote on the proposal;
(j) an undertaking that the issuer has not entered or shall not enter into any arrangement with any investor or with persons referred to in clause (i) above, by way of side letters or otherwise which leads to the discrimination amongst the investors;
(k) a statement by the board of directors of the listed entity certifying that: –
(i) the entity is in compliance with the applicable provisions of securities laws; and
(ii) the delisting, in their opinion (with detailed explanation), is in the interest of the holders of the non-convertible debt securities or non-convertible redeemable preference shares;
(l) name and contact details of the compliance officer of the listed entity.
64D. Notice of delisting
(1) The listed entity shall send the notice of delisting to the holders of non-convertible debt securities or non-convertible redeemable preference shares, not later than three working days from the date of receipt of in-principle approval from the stock exchanges.
(2) A copy of the notice referred to in sub-regulation (1) shall also be made available on the website of the listed entity.
(3) The notice of delisting shall contain all the disclosures specified in regulation 64C of these regulations along with the in-principle approval received from the stock exchange(s) and such other disclosures as may be necessary for the holders of non-convertible debt securities or non-convertible redeemable preference shares to take an informed decision.
(4) The notice of delisting shall also contain the provision of e-voting for the holders of the non-convertible debt securities or non-convertible redeemable preference shares.
64E. Approval from the holders and No-Objection Letter from the Debenture Trustee.
(1) The listed entity shall obtain approval from all the holders of non-convertible debt securities or non-convertible redeemable preference shares within fifteen working days from the date of the notice of delisting.
(2) The listed entity shall also obtain the No-Objection Letter from the debenture trustee in case of delisting of non-convertible debt securities.
64F. Failure of delisting proposal.
(1) The delisting proposal shall be deemed to have failed under any of the following circumstances:
(a) non-receipt of in-principle approval from any of the stock exchanges; or
(b) non-receipt of requisite approval from the holders of non-convertible debt securities or non-convertible redeemable preference shares; or
(c) non-receipt of No-Objection Letter from the debenture trustee in case of proposal for delisting of non-convertible debt securities.
(2) In case of failure of the delisting proposal, the listed entity shall intimate the same to the stock exchanges within one working day from the date of event of failure as specified in sub-regulation (1).
64G. Final application to the stock exchange
(1) Within five working days from the date of obtaining the requisite approval from the holders of non-convertible debt securities or non-convertible redeemable preference shares in terms of regulation 64E of these regulations, the listed entity shall make the final application for delisting to the stock exchange in the form specified by such stock exchange.
(2) The final application for delisting shall be disposed of by the stock exchange within fifteen working days from the date of receipt of such application that is complete in all respects.
(3) Upon disposal of the final application for delisting by the stock exchange, the non-convertible debt securities or non-convertible redeemable preference shares of the listed entity, as the case may be, shall be delisted from the stock exchange.
64H. Delisting from some of the stock exchanges.
(1) Where the non-convertible debt securities or non-convertible redeemable preference shares are listed on more than one stock exchanges, the listed entity may choose to delist such securities or shares from all stock exchanges except one such stock exchange having nationwide trading terminals.
(2) If the listed entity proposes to delist its non-convertible debt securities or non-convertible redeemable preference shares as per sub-regulation (1), the provisions of regulations 64B to 64G of these regulations shall not be applicable and the listed entity shall:
(a) obtain the prior approval of its board of directors for such delisting;
(b) make an application to the stock exchange for delisting its non-convertible debt securities or non-convertible redeemable preference shares;
(c) disclose the fact of delisting from the stock exchanges on its website;
(d) obtain No-Objection Letter from the Debenture Trustee in case of proposed delisting of non-convertible debt securities;
(e) disclose the fact of delisting, the reasons for such delisting and the fact of continuation of listing of non-convertible debt securities or non-convertible redeemable preference shares, as the case may be, on the stock exchange having nationwide trading terminals, on its website.
(3) The application for delisting filed as per sub-regulation (1) shall be disposed of by the stock exchange within a period not exceeding thirty working days from the date of receipt of such application that is complete in all respects.
64I. Monitoring of compliance by the stock exchanges
The relevant stock exchanges shall monitor compliance by the listed entity with the provisions of this Chapter and shall report to the Board all instances of non-compliance as soon as reasonably possible.”
BABITHA RAYUDU, Executive Director
[ADVT.-III/4/Exty./369/2023-24]
Footnotes:
1. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 were published in the Gazette of India on 2nd September 2015 vide No. SEBI/LAD-NRO/GN/2015-16/013.
2. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, were subsequently amended on:
a) December 22, 2015 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2015 vide notification no. SEBI/LAD-NRO/GN/2015-16/27.
b) May 25, 2016 by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2016 vide notification no. SEBI/LAD-NRO/GN/ 2016-17/001.
c) July 8, 2016 by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2016 vide notification no. SEBI/ LAD NRO/GN/ 2016-17/008.
d) January 4, 2017 by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2016 vide notification no. SEBI/ LAD-NRO/GN/ 2016-17/025.
e) February 15, 2017 by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2017 vide notification no. SEBI/LAD/NRO/GN/2016-17/029.
f) March 6, 2017 by the Securities and Exchange Board of India (Payment of Fees and Mode of Payment) (Amendment) Regulations, 2017 vide Notification No. LAD-NRO/GN/2016- 17/037 read with March 29, 2017 by Securities and Exchange Board of India (Payment of Fees and Mode of Payment) (Amendment) Regulations, 2017 vide notification no. SEBI/LAD/NRO/GN/2016-17/38.
g) May 9, 2018 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 vide notification SEBI/LAD-NRO/GN/2018/10.
h) May 30, 2018 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2018 vide notification no. SEBI/LAD-NRO/GN/ 2018/13.
i) June 1, 2018 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2018 vide notification no. SEBI/LAD-NRO/GN/ 2018/21.
j) June 8, 2018 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Fourth Amendment) Regulations, 2018 vide notification No. SEBI/LAD-NRO/GN/2018/24.
k) September 6, 2018 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Fifth Amendment) Regulations, 2018 vide notification No. SEBI/LAD-NRO/GN/2018/30.
l) November 16, 2018 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2018 vide notification No. SEBI/LAD-NRO/GN/2018/47.
m) March 29, 2019 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2019 vide notification no. SEBI/LAD-NRO/GN/2019/07.
n) May 7, 2019 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2019, vide notification No. SEBI/ LAD-NRO/ GN/2019/12.
o) June 27, 2019 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2019, vide notification No. SEBI/ LAD-NRO/ GN/2019/22.
p) July 29, 2019 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Fourth Amendment) Regulations, 2019, vide notification No. SEBI/ LAD-NRO/GN/2019/28.
q) December 26, 2019 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Fifth Amendment) Regulations, 2019, vide notification No. SEBI/ LAD-NRO/GN/ 2019/45.
r) January 10, 2020 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2020, vide notification no. SEBI/ LAD-NRO/GN/2020/02.
s) April 17, 2020 by the Securities and Exchange Board of India (Regulatory Sandbox) (Amendment) Regulations, 2020 vide no. SEBI/LAD-NRO/GN/2020/10.
t) August 5, 2020 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2020, vide notification No. SEBI/ LAD-NRO/GN/ 2020/25.
u) October 8, 2020 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2020, vide notification No. SEBI/ LAD-NRO/GN/ 2020/33.
v) January 8, 2021 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2021, vide notification No. SEBI/ LAD-NRO/GN/2021/02.
w) May 5, 2021 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2021, vide notification No. SEBI/ LAD-NRO/GN/2021/22.
x) August 3, 2021 by the Securities and Exchange Board of India (Regulatory Sandbox) (Amendment) Regulations, 2021 vide notification No. SEBI/LAD-NRO/GN/2021/30.
y) August 3, 2021 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2021, vide notification No. SEBI/ LAD-NRO/ GN/2021/35.
z) August 13, 2021 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Fourth Amendment) Regulations, 2021, vide notification No. SEBI/ LAD-NRO/ GN/2021/42.
aa) September 7, 2021 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Fifth Amendment) Regulations, 2021, vide notification No. SEBI/ LAD-NRO/ GN/2021/47.
bb) November 9, 2021 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2021, vide notification No. SEBI/ LAD-NRO/ GN/2021/55.
cc) January 24, 2022 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2022, vide notification No. SEBI/ LAD-NRO/GN/2022/66.
dd) March 22, 2022 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2022, vide notification no. SEBI/ LAD-NRO/GN/2022/76.
ee) April 11, 2022 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2022, vide notification No. SEBI/ LAD-NRO/GN/2022/79.
ff) April 25, 2022 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Fourth Amendment) Regulations, 2022 vide notification No. SEBI/LAD-NRO/GN/2022/80.
gg) July 25, 2022 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Fifth Amendment) Regulations, 2022 vide notification No. SEBI/LAD-NRO/GN/ 2022/88.
hh) November 14, 2022 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2022 vide notification No. SEBI/LAD-NRO/GN/ 2022/103.
ii) December 05, 2022 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Seventh Amendment) Regulations, 2022 vide notification No. SEBI/LAD-NRO/GN/ 2022/109.
jj) January 17, 2023 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2023 vide notification No. SEBI/LAD-NRO/GN/ 2023/117.
kk) February 7, 2023 by the Securities and Exchange Board of India (Payment of Fees and Mode of Payment) (Amendment) Regulations, 2023 vide notification No. SEBI/LAD-NRO/GN/2023/121.
ll) June 14, 2023 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2023 vide notification No. SEBI/LAD-NRO/GN/2023/131.
