Sep 30, 2021

Amendments to the Listing Regulations for Listed Debt Securities

SEBI on September 7, 2021 has amended the Listing Regulations. In addition to aligning references of various terms under the Listing Regulations to the recently introduced SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 (which replaced the SEBI (Issue and Listing of Debt Securities) Regulations, 2008 and the SEBI (Issue and Listing of Non-Convertible Redeemable Preference Shares) Regulations, 2013), the amendments have introduced the following key changes with respect to listed debt securities:

i.    Effective immediately, the existing compliances under Chapter V of the Listing Regulations, applicable to all entities that have issued listed non-convertible debt securities, have been enhanced and made more frequent with clearer timelines for making such disclosures; and

ii.   In addition to the compliances under Chapter V of the Listing Regulations, an entity which has listed non-convertible debt securities having an outstanding value of Rs5 billion and above (‘High Value Entities’) will also need to comply with Regulations 16 to 27 under Chapter IV of the Listing Regulations. These include compliances pertaining to composition of board of directors, composition and role of the various committees, disclosures related to related party transactions, subsidiaries etc., and will continue to apply to such High Value Entities even if they fall below the threshold mentioned above. While these compliances are effective immediately, companies have been given the flexibility to ‘comply or explain’ with these till March 21, 2023, but thereafter, compliances will be mandatory. Where entities trigger the criteria for High Value Entities during the course of the year, such entities have a period of six months from the date when they become High Value Entities to ensure compliance.




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