Oct 19, 2023

Listing of Subsequent Issuances of Non-convertible Debt Securities

By way of a Notification dated September 19, 2023, SEBI has amended the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to insert Regulation 62A therein. Regulation 62A inter alia provides that the listed entities: (i) whose non-convertible debt securities (‘NCDs’) are currently listed, will be required to list all NCDs proposed to be issued on or after January 01, 2024; (ii) whose subsequent issues of unlisted NCDs made on or before December 31, 2023, are outstanding on such date, may list such securities; and (iii) that propose to list any NCDs on or after January 01, 2024, will be required to also list all unlisted outstanding NCDs previously issued on or after January 01, 2024, within three months from the date of listing of the NCDs proposed to be listed.

Regulation 62A further provides for exemption from the aforesaid listing requirement to: (i) bonds issued under Section 54EC of the Income Tax Act, 1961; (ii) NCDs issued pursuant to: (a) an agreement entered into between listed entities and multilateral institutions; and (b) an order of any court, tribunal or regulatory requirement stipulated by SEBI, RBI, Insurance Regulatory and Development Authority of India or the Pension Fund and Regulatory Development Authority. However, such exempted NCDS will be required to be unencumbered, locked-in and held by the investors until maturity.




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