Introducing common offer document disclosures for Private Placement and Public Issue
SEBI (Issue and Listing of NCS) (Second Amendment) Regulations, 2023
– Palak Jaiswani | corplaw@vinodkothari.com
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Open in new tab SEBI LODR (Second Amendment) Regulations, 2023
Amendments in ICDR – Public issues | Preferential allotments
Our write-ups:
- SEBI approves amendments – Public issues | Preferential allotments | Appointment of shareholder-rejected directors – click here
- A Regulatory Affair: Fair Value Discovery in Preferential Share Issues – click here
- Other write-up on Corporate Law matters – click here
SEBI approves amendments – Public issues | Preferential allotments | Appointment of shareholder-rejected directors
Amendments approved in various SEBI Regulations
– Team Corplaw | corplaw@vinodkothari.com
SEBI Press Release dated December 28, 2021 – click here
Our write-ups:
- SEBI approves stricter norms for appointment of rejected candidates – click here
- A Regulatory Affair: Fair Value Discovery in Preferential Share Issues – click here
- Other write-up on Corporate Law matters – click here
Immediate Actionables from the Quarter & Half Year ended September 30, 2021
Burhanuddin Dohadwala, Senior Manager | corplaw@vinodkothari.com
Updated as on: October 06, 2021
SEBI recently notified several amendments that become effective on various dates.
In case of equity listed entities, SEBI vide Circular dated May 31, 2021[1] mandated disclosures around loans/ guarantees/comfort letters/ security provided by the listed entity, directly or indirectly to promoter/ promoter group entities or any other entity controlled by them, on a half yearly basis, in order to ensure greater transparency. The format has been prescribed as Annex IV to his requirement becomes effective from first half year of the FY 21-22. Accordingly, this will be required to be furnished for the first time while submitting the corporate governance report under Reg. 27 (2) of Listing Regulations for quarter and half year ended September 30, 2021.
Further, SEBI notified fifth amendment to the Listing Regulations[2] w.e.f. September 7, 2021 pursuant to which debt listed entities with outstanding principal amount of Rs. 500 crore and more as on March 31, 2021 were categorized as ‘High Value Debt Listed Entity’ and subjected to corporate governance requirement (Reg. 15 to 27 of Listing Regulations) on a ‘comply or explain basis’ till March 31, 2023.
In the aforementioned amendment, SEBI also amended compliance requirements applicable to all entities with listed non-convertible securities (i.e. NCDs, NCRPS)[3].
The table below provides immediate compliance requirement to be carried out post September 30, 2021 by an equity listed and non-convertible security listed entity.
| Regulation No. | Heading | Particulars | Timeline | Due Date |
Entities with listed specified securities | ||||
| 27(2) | Corporate Governance | Annex IV of SEBI Circular dated May 31, 2021 w.r.t Format of compliance report on Corporate Governance by Listed Entities | Within 21 days on a half yearly basis (commencing from September 30, 2021) | October 21, 2021 |
High Value Debt Listed Entity (HVDLE) | ||||
| 27(2) | Corporate Governance | Annex I of SEBI Circular dated May 31, 2021 w.r.t Format of compliance report on Corporate Governance by Listed Entities As per NSE & BSE Circular dated September 30 & October 01, 2021 respectively w.r.t Formats specifying disclosure of Corporate Governance by High value debt listed entities. | Within 21 days on a quarterly basis. | October 21, 2021 |
All entities with listed Non-Convertible Security | ||||
| 52(1) | Financial Results | Listed entity shall prepare and submit un-audited/audited quarterly and year to year financial results to stock exchange. Format: As per SEBI Circular dated October 05 w.r.t Revised Formats for filing Financial information for issuers of non-convertible securities. Note: Intimation to stock exchange within thirty minutes of the closure of the meeting where the financial results are placed. | Within 45 days of end of Quarter (except for last quarter)
| November 14, 2021 |
| 52(7) | A statement indicating the utilization of issue proceeds of non-convertible securities | The listed entity to 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 | November 14, 2021 |
| 52(7A) | Material Deviation | In case of any material deviation in the use of proceeds as compared to the objects of the issue, the same shall be indicated in the format as specified by the Board i.e. Jan 17, 2020. | ||
| 57(4) | Details for interest/dividend/principal obligations shall be payable during the quarter | The listed entity to 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. | September 24, 2021 to September 30, 2021 |
| 57(5) | Confirming the payment along with the details of unpaid interest/dividend/principal obligation | The listed entity to provide the following:
| Within 7 working days from the end of the quarter. | October 11, 2021 |
| Proviso to Reg. 61A(2) | Dealing with unclaimed non-convertible securities and benefits accrued thereon | Transfer to escrow account of unclaimed interest/ dividend and redemption amount, w.r.t. non-convertible securities, as on September 7, 2021 that is outstanding for less than 7 years. | Within 30 days from September 07, 2021 | October 07, 2021 |
| 61A(2) | Transfer to escrow account of unclaimed interest/ dividend and redemption amount, w.r.t. non-convertible securities, remaining unclaimed for thirty days after due date (‘X’). | X+30 days+7 days | – | |
[1] Read our write up at https://vinodkothari.com/2021/06/financial-transactions-with-promoter-entities-become-part-of-cg-disclosure/ and ppt at https://vinodkothari.com/2021/06/presentation-on-lodr-amendments/
[2] Refer snapshot of amendment at https://vinodkothari.com/2021/09/presentation-on-lodr-fifth-amendment-regulations-2021/ and write up at https://vinodkothari.com/2021/09/corporate-governance-enforced-on-debt-listed-entities/
[3] Refer ppt at https://vinodkothari.com/2021/09/presentation-corporate-governance-debt-listed-entities/
Refer FAQs at https://vinodkothari.com/2021/08/faqs-recent-amendments-listing-regulations/ ; https://vinodkothari.com/2021/09/faqs-corporate-governance-debt-listed-entities/
Our Book on Law and Practice Relating to Corporate Bonds and Debentures, authored by Ms. Vinita Nair Dedhia, Senior Partner and Mr. Abhirup Ghosh, Partner can be ordered through the below link:
https://www.taxmann.com/bookstore/product/6330-law-and-practice-relating-to-debentures-and-corporate-bonds
Presentation on Corporate Governance for Debt Listed Entities
Our resources can be accessed through below links:
- FAQs on recent amendments under the Listing Regulations – https://vinodkothari.com/2021/08/faqs-recent-amendments-listing-regulations/
- Articles on fifth amendment regulations:
- Corporate Governance requirements applicable to ‘High Value’ Debt listed entities – https://vinodkothari.com/2021/09/high-value-debt-listed-entities-under-full-scale-corporate-governance-requirements/
- Analysis on LODR Fifth Amendment – https://vinodkothari.com/2021/09/corporate-governance-enforced-on-debt-listed-entities/
- Presentation on LODR Fifth Amendment for a quick overview – https://vinodkothari.com/2021/09/presentation-on-lodr-fifth-amendment-regulations-2021/
- Snapshot of LODR Fifth Amendment – https://vinodkothari.com/2021/09/full-scale-corporate-governance-extended-to-debt-listed-companies/
- Debt listed entities under new requirement of quarterly financial results – https://vinodkothari.com/2021/09/debt-listed-entities-under-new-requirement-of-quarterly-financial-results/
- Ease of doing business: Debt listed companies slide down to unlisted companies – https://vinodkothari.com/2021/02/debt-listed-companies-slide-down-unlisted-companies/
Our Book on Law and Practice Relating to Corporate Bonds and Debentures, authored by Ms. Vinita Nair Dedhia, Senior Partner and Mr. Abhirup Ghosh, Partner can be ordered through the below link:
https://www.taxmann.com/bookstore/product/6330-law-and-practice-relating-to-debentures-and-corporate-bonds
FAQs on LODR amendment on ‘High Value’ debt listed entities
Our resources can be accessed through below links:
- FAQs on recent amendments under the Listing Regulations – https://vinodkothari.com/2021/08/faqs-recent-amendments-listing-regulations/
- Articles on fifth amendment regulations:
- Corporate Governance requirements applicable to ‘High Value’ Debt listed entities – https://vinodkothari.com/2021/09/high-value-debt-listed-entities-under-full-scale-corporate-governance-requirements/
- Analysis on LODR Fifth Amendment – https://vinodkothari.com/2021/09/corporate-governance-enforced-on-debt-listed-entities/
- Presentation on LODR Fifth Amendment for a quick overview – https://vinodkothari.com/2021/09/presentation-on-lodr-fifth-amendment-regulations-2021/
- Snapshot of LODR Fifth Amendment – https://vinodkothari.com/2021/09/full-scale-corporate-governance-extended-to-debt-listed-companies/
- Debt listed entities under new requirement of quarterly financial results – https://vinodkothari.com/2021/09/debt-listed-entities-under-new-requirement-of-quarterly-financial-results/
- Ease of doing business: Debt listed companies slide down to unlisted companies – https://vinodkothari.com/2021/02/debt-listed-companies-slide-down-unlisted-companies/
Our Book on Law and Practice Relating to Corporate Bonds and Debentures, authored by Ms. Vinita Nair Dedhia, Senior Partner and Mr. Abhirup Ghosh, Partner can be ordered through the below link:
https://www.taxmann.com/bookstore/product/6330-law-and-practice-relating-to-debentures-and-corporate-bonds