Chapter 5 of LODR Regulations, 2015 : Obligations of Listed Entity which has listed its Non – Convertible Debt Securities or Non – Convertible Redeemable Preference Shares or both

Applicability: On Listed Entity which has listed its Non – Convertible Debt Securities or Non – Convertible Redeemable Preference Shares or both without listing its Equity Shares.

S.No.	Particulars	Regulation	Detail
1.	Intimation to Stock Exchanges	Regulation 50	Intimation regarding payment of interest: The listed entity shall give at least 11 working days prior notice to stock exchanges before the date on which interest on bonds / debentures shall be payable.
			Intimation regarding intention to raise funds, prior to the Board Meeting: The listed entity shall intimate the stock exchanges regarding the intention to raise funds through new non convertible debt securities or non convertible redeemable preference shares it proposes to list either through public issue or private placement, and also its proposal to list the same on the stock exchanges, before the Board Meeting where the proposal to raise funds is to be considered.
			Intimation regarding Board Meeting where recommendation or declaration of issue of non – convertible debt securities is to be considered: The listed entity shall give 2 working days clear notice regarding the Board Meeting where recommendation or declaration of issue of non – convertible debt securities / non convertible redeemable preference shares or any other matter affecting the rights or interests of holders of such securities is proposed to be considered.
2.	Disclosure on performance and price sensitive information	Regulation 51	All the information which have bearing on the performance of the operation of the listed entity and price sensitive information that shall have an effect on payment of interest or dividend or on the redemption of the non convertible debt securities or non convertible redeemable preference shares shall be promptly (as practically possible without any delay) informed to the stock exchanges. The disclosure shall be as per Par B of Schedule III of the Regulations.
3.	Financial Results	Regulation 52	Every listed entity shall submit on half yearly basis its unaudited or audited financial results within 45 days from the end of each half year to the stock exchange where the securities of the entity are listed. Where the results are unaudited, the same shall be accompanied by a limited auditor report from the statutory auditor. In case of PSU, the LRR shall be signed by a PCA.
			Signing of Results: The half yearly results shall be taken on record by the Board of Directors and must be signed by Managing Director or Executive Director.
			Additional attachment: The entity shall along with the half yearly results, submit to the stock exchange a statement indicating the material deviations, if any, in the use of proceeds of issue of non – convertible debt securities & non convertible redeemable preference shares from the objects stated in the offer document.
			Advance intimation regarding submission of Audited Financial Results: In case the listed entity intimates to the stock exchange in advance that it will submit audited results within 60 days from the end of financial year, un-audited results along with limited review report need not be submitted in that case.
			Where the company submits its unaudited results for the last half quarter, it shall submit is audited results for the entire year as soon as it is approved by the Board of Directors. The auditor report shall be accompanied by Form A for unqualified audit report or in Form B for qualified audit report.
			Additional disclosure along with financial results (non convertible debenture listed companies): 1.Credit rating and change in credit rating (if any); 2.Asset cover available in case of non convertible debt securities; 3.Debt – equity ratio; 4.Previous due date of payment of interest / dividend / repayment of principal. 5.Next due date of payment of interest / dividend / principal. 6.Debt service coverage ratio; 7.Interest service coverage ratio; 8.Outstanding redeemable preference shares (quantity and value); 9.CRR / DRR; 10.Net worth; 11.Net Profit after tax; 12.Earning per share. Requirement of disclosure of debt service coverage ratio, asset cover and interest service coverage ratio is not applicable on banks and NBFC. Along with the above information, the entity shall submit to the stock exchange a certificate signed by the debenture trustee that it has taken note of the contents.
			Publication of results: The entity shall within 2 calendar days of the conclusion of the meeting of the Board, must publish the financial results along with the additional statement, in at least one English national daily newspaper circulating in the whole or substantially the whole of India.
4.	Annual Report	Regulation 53	Disclosures in Annual Report: 1.Audited financials (B/s, p&l); 2.CFS under indirect method as mandated under Section 133 of Companies Act, 2013. 3.Auditor’s report; 4.Director’s report; 5.Debenture trustees with full contact details; 6.Related party transactions as specified in Para A of Schedule V.
5.	Asset Cover	Regulation 54	The entity which has listed its debt securities alone shall maintain 100% security cover to discharge its principal amount, and disclose to the stock exchange in its quarterly, half yearly and annual financial statements, the nature of security created and maintained with regard to its secured listed non – convertible debt securities.
6.	Credit Rating	Regulation 55	The credit rating obtained shall be reviewed at least once a year by a credit rating agency registered with SEBI.
7.	Documents and Intimation to Debenture Trustees	Regulation 56	1.A copy of annual report at the time it is issued along with the certificate from the auditor in respect of utilization of funds raised. Where the funds have been raised for financing of working capital or for general corporate or capital raising purpose, the auditor certificate may be submitted at the end of each financial year till the funds have been fully utilized or the purpose of raising the funds is achieved. 2.A copy of notices, resolutions, or circulars relating to new issue of non convertible debt securities, at the same time when they are send to the shareholders. 3.A copy of circulars, resolutions, or notices relating to the meeting of holders of non – convertible debt securities. 4.Intimation regarding revision in credit rating, default in timely payment of interest / redemption, or failure to create charge on asset. 5.A half yearly certificate regarding maintenance of 100% asset cover, by PCA or PCS along with half yearly financial statements. (Not applicable on banks and NBFC) 6.Information sought or provide access to relevant books or accounts as required by debenture trustee.
8.	Other submissions to Stock Exchange	Regulation 57	The listed entity shall submit a certificate to the stock exchange within 2 days of the interest or principal becoming due, that it has made timely payment of the interest / principal. The entity shall even provide an undertaking to the stock exchange on annual basis that all documents and intimations required to be submitted to debenture trustees in terms of TDSEBI Regulations 2008 have been complied with. Any other information as may be required.
9.	Documents and information to the holders of non – convertible debt securities and non convertible preference shares	Regulation 58	1)Soft copies of full annual reports to all the holders of non convertible preference shares who have registered their email address for the purpose. 2)Hard copy of statement containing the salient features of all the documents, as specified in Section 136 of Companies Act, 2013 to the holders of non convertible preference shares who have not registered their email address. 3)Hard copies of full annual reports to those holders or non convertible debt securities and non convertible preference shares, who request for the same. 4)Half yearly communication of Regulation 52 to the holders or non convertible debt securities and non convertible preference shares 5)The listed entity shall send the notice of all the meetings of holders of non convertible debt securities and non convertible preference shares stating specifically that the provision of proxy shall be applicable for the meeting. 6)The proxy form shall be sent to the  holders or non convertible debt securities and non convertible preference shares stating the manner of voting for or against the resolution.
10.	Structure of non convertible debt securities and non convertible redeemable preference shares	Regulation 59	The listed entity shall not make any modification to the structure of debentures in terms of coupon rate, conversion period, redemption period, or to the structure of non convertible debt securities and non convertible redeemable preference shares in terms of dividend payable, conversion period, redemption period except with the prior approval of stock exchange. The stock exchange approval shall be only given after the approval of board and the debenture trustee in case of non convertible debt securities and consent of majority of holders of non convertible preference shares is taken.
11.	Record Date	Regulation 60	A record date shall be fixed for the purpose of payment of dividend, interest or for the purpose of payment of redemption amount, and at least 7 working days notice shall be given to the stock exchange. The date of intimation and the record date shall be excluded for this purpose.
12.	Terms of non – convertible debt securities and non convertible preference shares	Regulation 61	The listed entity shall at all times ensure timely payment of interest on non convertible debt securities or dividend on non convertible redeemable preference shares, and must not declare dividend on equity shares in case it has defaulted in payment of interest on debt securities or dividend on preference shares. The Unclaimed Dividend & Interest shall not be forfeited and must be transferred to IEPF Fund set as per Section 125 of Companies Act, 2013. The redemption of its listed securities shall be only on pro-rata basis or by lot, except provided otherwise, and the entity shall comply with requirement specified under Regulation 40 & procedure laid under Schedule VII of the regulations.
13.	Website	Regulation 62	The listed entity shall maintain a functional website containing details as specified under Regulation 62(1). The entity may also issue a press release with respect to all the events specified under Regulation 62(1). It shall also be ensured that the information disclosed on the website is correct and updated at all times.

References:

Listing Regulations and Disclosure Requirement Regulations, 2015

Contact:

CS Divyanshu Bansal

Email ID: divyanshubansal401@gmail.com

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