Obligations of Listed Entity which has
Listed its
Non-Convertible Debt
Securities & Non-Convertible Redeemable Preference Shares
Securities and Exchange Board of
India (‘SEBI’) in terms of power conferred under SEBI Act, 1992 notified
Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (‘Listing Regulations 2015’) on 2nd September,
2015, whereby it tries to align the present Listing Agreement with the
Companies Act, 2013 and they consolidate the scattered requirement under
listing agreement for different securities under single piece of regulation.
This regulation will be effective from the 90th day of this notification in the
Official Gazette i.e. 1st day of December, 2015. The Regulation 23(4) and 31A
will be effective with immediate effect.
Date
of Publication in Official Gazette: September
2, 2015
Date of Applicability: December
1, 2015
Applicability: The provisions of below given
regulations apply only to a listed entity which has listed its ‘Non-convertible Debt Securities’
and ‘[1]Non-Convertible
Redeemable Preference Shares’ on
a [2]recognized stock exchange.
This regulation also applicable on “Perpetual
Debt Instrument” and "Perpetual Non-Cumulative Preference Share” listed by banks.
‘NON – CONVERTIBLE DEBT SECURITIES’
which is ‘debt securities’ as defined under regulation 2(1)(e) of the
Securities and Exchange Board of India (Issue and Listing of Debt Securities)
Regulations, 2008. [Regulation 2(1)(t) of SEBI (LODR) Regulation 2015]
“NON – CONVERTIBLE REDEEMABLE
PREFERENCE SHARE” means a preference share which is redeemable in
accordance with the provisions of the Companies Act, 1956 (or the Companies
Act, 2013) and does not include a preference share which is convertible into or
exchangeable with equity shares of the issuer at a later date, with or without
the option of the holder. [Regulation 2(1)(k) of SEBI (Issue and Listing of
Non-Convertible Redeemable Preference Shares) Regulations 2013]
“DEBT SECURITIES” [Regulation
2(1) (e) of SEBI (ILDS) Regulations 2008]
means a non-convertible debt securities which create or acknowledge (include)