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Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Fifth Amendment) Regulations, 2021. - SEBI/LAD-NRO/GN/2021/47 - SEBI

Extract

..... ies’ means ‘debt securities’ as defined under the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021;” b. clause (u) shall be substituted with the following, namely, - “‘non-convertible redeemable preference shares’, ‘‘non-convertible securities’, ‘perpetual debt instrument’ and ‘perpetual non-cumulative preference share’ shall have the same meaning as assigned to them in the Securities and Exchange Board of India (Issue and Listing of Non- Convertible Securities) Regulations, 2021;” c. in clause (v), the words, numbers and symbols “clause (j) of sub-regulation (1) of regulation 2 of the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008, clause (p) of sub-regulation (1) of regulation 2 of the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Redeemable Preference Shares) Regulations, 2013” shall be substituted with the words, numbers and symbols “clause (y) of sub-regulation (1) of regulation 2 of the Securities and Exchange Board of India (Issue an .....

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Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Fifth Amendment) Regulations, 2021. - SEBI/LAD-NRO/GN/2021/47 - SEBI

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..... d achieve full compliance by March 31, 2023. In case the entity is not able to achieve full compliance with the provisions, till such time, it shall explain the reasons for such noncompliance/ partial compliance and the steps initiated to achieve full compliance in the quarterly compliance report filed under clause (a), sub-regulation (2) of regulation 27 of these regulations. Explanation (4) - (a) In case of a ‘high value debt listed entity’ that is a Real Estate Investment Trust (REIT), the Board of the Manager of the Real Estate Investment Trust (REIT), shall comply with regulation 15 to regulation 27 of these regulations related to corporate governance; (b) In case of a ‘high value debt listed entity’ that is an Infrastructure Investment Trust (InvIT), the Board of the Investment Manager of the Infrastructure Investment Trust (InvIT), shall comply with regulation 15 to regulation 27 of these regulations related to corporate governance.” b. in sub-regulation (2A), the words “or a ‘high value debt listed entity’” shall be inserted after the words “listed entity”. c. in sub-regulation (2B), the words “or a &ls .....

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Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Fifth Amendment) Regulations, 2021. - SEBI/LAD-NRO/GN/2021/47 - SEBI

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..... cordance with Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021.” b. sub-regulation (2) shall be omitted. c. the existing Explanation (1) shall be substituted with the following, namely,- “Explanation (1) - For the purpose of this chapter, if the listed entity has listed its non-convertible redeemable preference shares, perpetual non-cumulative preference shares or instruments of nature similar to perpetual non-cumulative preference shares, the reference to “interest” in this chapter shall be read as “dividend”.” d. the existing Explanation (2) shall be substituted with the following, namely,- “Explanation (2) - For the purpose of this chapter, “default” shall mean non-payment of interest/dividend or principal amount in full on the pre-agreed date and shall be recognized at the first instance of delay in servicing of any interest/dividend or principal amount.” XII. in regulation 50, a. sub-regulation (1) shall be substituted with the following, namely, - “(1) The listed entity shall give prior intimation to the stock exchange of at least two working days .....

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Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Fifth Amendment) Regulations, 2021. - SEBI/LAD-NRO/GN/2021/47 - SEBI

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..... . after sub-regulation (2), the following new sub-regulation shall be inserted, namely, - “(3) The listed entity shall disclose on its website, all such events or information which have been disclosed to the stock exchange(s) under this regulation and such disclosures shall be hosted on the website of the listed entity for a minimum period of five years and thereafter as per the archival policy of the listed entity, as disclosed on its website.” XIV. in regulation 52, a. sub-regulation (1) along with the proviso, shall be substituted with the following, namely, - “(1) The listed entity shall prepare and submit un-audited or audited quarterly and year to date standalone financial results on a quarterly basis in the format as specified by the Board within forty- five days from the end of the quarter, other than last quarter, to the 20ecognized stock exchange(s): Provided that in case of entities which have listed their debt securities, a copy of the financial results submitted to stock exchanges shall also be provided to Debenture Trustees on the same day the information is submitted to stock exchanges.” b. in sub-regulation (2), the words “half yearly&r .....

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Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Fifth Amendment) Regulations, 2021. - SEBI/LAD-NRO/GN/2021/47 - SEBI

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..... or the half year, by way of a note, a statement of assets and liabilities and statement of cash flows as at the end of the half year.” j. in sub-regulation (4), the words “half yearly” shall be substituted with the word “quarterly”. k. in sub-regulation (4), the following clauses shall be inserted after clause (l), namely, - “(m) current ratio; (n) long term debt to working capital; (o) bad debts to Account receivable ratio; (p) current liability ratio; (q) total debts to total assets; (r) debtors turnover; (s) inventory turnover; (t) operating margin (%); (u) net profit margin (%); (v) sector specific equivalent ratios, as applicable.” l. in sub-regulation (4), in the first proviso, the words “asset cover” shall be omitted and the words and symbols “/housing finance companies” shall be inserted after the words “non banking financial companies”. m. in sub-regulation (4), the second proviso shall be omitted. n. sub-regulation (5) shall be omitted. o. in sub-regulation (6), clause (a) shall be omitted. p. sub-regulation (7) shall be substituted with the following, namely,- “(7) The listed entity shall .....

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Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Fifth Amendment) Regulations, 2021. - SEBI/LAD-NRO/GN/2021/47 - SEBI

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..... rly” shall be substituted with the word “this”. d. the following new sub-regulation shall be inserted before sub-regulation (2), namely, - “(1A) The listed entity shall also disclose to the Debenture Trustee at the same time as it has intimated to the stock exchange, all material events and/or information as disclosed under regulation 51of these regulations in so far as it relates to the interest, principal, issue and terms of non-convertible debt securities, rating, creation of charge on the assets, notices, resolutions and meetings of holders of non-convertible debt securities.” XIX. in regulation 57, a. sub-regulation (1) shall be substituted with the following, namely, - “(1) The listed entity shall submit a certificate to the stock exchange within one working day of the interest or dividend or principal becoming due regarding status of payment in case of nonconvertible securities.” b. after sub-regulation (3), the following new sub-regulations shall be inserted, namely, - “(4) The listed entity shall within five working days prior to the beginning of the quarter provide details for all the non-convertible securities for which int .....

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Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Fifth Amendment) Regulations, 2021. - SEBI/LAD-NRO/GN/2021/47 - SEBI

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..... transferred to the ‘Investor Education and Protection Fund’ constituted in terms of section 125 of the Companies Act, 2013.” XXIII. in regulation 62, a. in sub-regulation (1), after clause (a), the following clause shall be inserted, namely, - “(aa) composition of the Board; b. in sub-regulation (1), clause (b) shall be substituted with the following, namely, - “(b) financial information including: (i) notice of meeting of the board of directors where financial results shall be discussed; (ii) financial results, on the conclusion of the meeting of the board of directors where the financial results were approved; (iii) complete copy of the annual report including balance sheet, profit and loss account, directors report, corporate governance report etc;” c. in sub-regulation (1), in clause (h), the word “events” shall be omitted. d. in sub-regulation (1), in clause (h), in sub-clause (i), the word “on” shall be omitted. e. in sub-regulation (1), in clause (h), sub-clause (iii) shall be omitted. f. in sub-regulation (1), after clause (h), the following clauses shall be inserted, namely, - “(i) all credit ratings obtain .....

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Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Fifth Amendment) Regulations, 2021. - SEBI/LAD-NRO/GN/2021/47 - SEBI

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..... (2), in clause (a), the symbols and numbers “(2), (3)” shall be omitted. c. in sub-regulation (2), in clause I, the word, symbols and numbers “(5) and” shall be omitted and the word, symbols and numbers “and (7)” shall be inserted after the symbol and number “(6)”. d. in sub-regulation (2), clause (d) shall be substituted with the following, namely, - “(d) regulations 53 to 62” e. in sub-regulation (2), clauses I to (l) shall be omitted. XXV. in Schedule III, in Part B, a. in the heading, the words and symbol “DEBT” and “& NON-CONVERTIBLE REDEEMABLE PREFERENCE SHARES” shall be omitted. b. in para A, the words “to” and “preference shares or redemption of non-convertible debt” “or redeemable preference shares” shall be omitted. c. in para A, the words “or redemption payment” shall be inserted after the word “dividend”. d. in para A, clause (1) shall be substituted with the following, namely,- “(1) expected default in the timely payment of interest, dividend or redemption payment or both in respect of the non-convertible securities a .....

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Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Fifth Amendment) Regulations, 2021. - SEBI/LAD-NRO/GN/2021/47 - SEBI

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..... orrowings from banks/financial institutions including the following details: (i) Decision to initiate resolution of loans/borrowings; (ii) Signing of Inter-Creditors Agreement (ICA) by lenders; (iii) Finalization of Resolution Plan; (iv) Implementation of Resolution Plan; (v) Salient features, not involving commercial secrets, of the resolution/ restructuring plan as decided by lenders. (21) One-time settlement with a bank; (22) Winding-up petition filed by any party / creditors; (23) Proceedings of Annual and extraordinary general meetings of the listed entity; (24) the following events in relation to the Corporate Insolvency Resolution Process (CIRP) of a listed corporate debtor under the Insolvency Code: a) Filing of application by the corporate applicant for initiation of CIRP, also specifying the amount of default; b) Filing of application by the financial creditors for initiation of CIRP against the corporate debtor, also specifying the amount of default; c) Admission of application by the Tribunal, along with the amount of default or rejection or withdrawal, as applicable; d) Public announcement made pursuant to the order passed by the Tribunal under section 13 of Insolvency .....

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Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Fifth Amendment) Regulations, 2021. - SEBI/LAD-NRO/GN/2021/47 - SEBI

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..... ment provided by the listed entity to a third party; (30) any other information/change that: (a) shall affect the rights and obligations of the holders of the non-convertible securities; and (b) is not in the public domain but necessary to enable the holders of the non-convertible securities to comprehend the true position and to avoid the creation of a false market in such listed securities.” AJAY TYAGI, Chairman [ADVT.-III/4/Exty./243/2021-22] 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/ 2 .....

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Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Fifth Amendment) Regulations, 2021. - SEBI/LAD-NRO/GN/2021/47 - SEBI

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..... 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 Amendmen .....

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Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Fifth Amendment) Regulations, 2021. - SEBI/LAD-NRO/GN/2021/47 - SEBI

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  1. Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
  2. SECURITIES CONTRACTS (REGULATION) ACT, 1956
  3. Securities and Exchange Board of India Act, 1992
  4. Chapter V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
  5. Chapter IV of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
  6. Section 31 - Power of Securities and Exchange Board of India to make regulations
  7. Section 30 - Power to make regulations
  8. Section 11A - Board to regulate or prohibit issue of prospectus, offer document or advertisement soliciting money for issue of securities
  9. Section 11 - Functions of Board
  10. SCHEDULE - 03 - DISCLOSURES OF EVENTS OR INFORMATION
  11. Regulation 63 - Applicability of Chapters IV and V.
  12. Regulation 62 - Website
  13. Regulation 61 - Terms of non convertible debt securities and non convertible redeemable preference shares.
  14. Regulation 59 - Structure of non convertible debt securities and non convertible redeemable preference shares.
  15. Regulation 57 - Intimations/Other submissions to stock exchange(s).
  16. Regulation 56 - Documents and Intimation to Debenture Trustees
  17. Regulation 55 - Credit Rating
  18. Regulation 54 - Asset Cover
  19. Regulation 53 - Annual Report
  20. Regulation 52 - Financial Results
  21. Regulation 51 - Disclosure of information having bearing on performance/operation of listed entity and/or price sensitive information
  22. Regulation 50 - Intimation to stock exchange(s).
  23. Regulation 49 - Applicability
  24. Regulation 3 - Applicability of the regulations
  25. Regulation 26 - Obligations with respect to employees including senior management, key managerial persons, directors and promoters
  26. Regulation 25 - Obligations with respect to independent directors
  27. Regulation 23 - Related party transactions
  28. Regulation 21 - Risk Management Committee.
  29. Regulation 2 - Definitions
  30. Regulation 16 - Definitions
  31. Regulation 15 - Applicability

 

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