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.
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Particulars
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Regulation
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Detail
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1.
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Intimation to Stock Exchanges
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Regulation 50
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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.
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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.
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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.
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2.
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Disclosure on performance and price sensitive information
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Regulation 51
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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.
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3.
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Financial Results
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Regulation 52
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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4.
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Annual Report
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Regulation 53
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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.
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5.
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Asset Cover
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Regulation 54
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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.
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6.
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Credit Rating
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Regulation 55
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The credit rating obtained shall be reviewed at least once
a year by a credit rating agency registered with SEBI.
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7.
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Documents and Intimation to Debenture Trustees
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Regulation 56
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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.
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8.
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Other submissions to Stock Exchange
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Regulation 57
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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.
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9.
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Documents and information to the holders of non –
convertible debt securities and non convertible preference shares
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Regulation 58
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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.
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10.
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Structure of non convertible debt securities and non
convertible redeemable preference shares
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Regulation 59
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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.
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11.
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Record Date
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Regulation 60
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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.
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12.
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Terms of non – convertible debt securities and non
convertible preference shares
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Regulation 61
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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.
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13.
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Website
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Regulation 62
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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.
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References:
Listing Regulations and Disclosure
Requirement Regulations, 2015
Contact:
CS Divyanshu Bansal
Email ID: divyanshubansal401@gmail.com
Ph: +91-9958381905
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