Date: 2020-07-15Category: Not ApplicableState: Union GovernmentCountry: India
Relaxation from compliance with provisions of the SEBI (Issue and Listing of Debt Securities) Regulations, 2008 (“ILDS Regulation”), SEBI (Non-Convertible Redeemable Preference Shares) Regulations, 2013 (“NCRPS Regulations”) and SEBI Circulars relating to Listing of Commercial Papers
**Summary:**
SEBI Circular SEBI/HOD/DDHS/CIR/P/2020/121, dated July 15, 2020, provides temporary relaxation from certain compliance requirements outlined in the SEBI Issue and Listing of Debt Securities Regulations, 2008 (ILDS Regulations), the SEBI Non-Convertible Redeemable Preference Shares Regulations, 2013 (NCRPS Regulations), and SEBI circulars pertaining to the listing of Commercial Papers (CPs).
Specifically, the circular addresses the requirement for issuers to submit audited financials no older than six months for listing NCDs, NCRPS, and CPs. Due to disruptions caused by the COVID-19 pandemic and subsequent extensions for financial result submissions, SEBI received requests for relief from these requirements.
The circular permits listed issuers who have issued NCDs, NCRPS, or CPs on or after July 1, 2020, and propose to list them on or before July 31, 2020, to utilize financial statements available as of December 31, 2019.
The circular, issued under Section 11(1) of the Securities and Exchange Board of India Act, 1992, read with Regulations 31 and 32 of the SEBI ILDS Regulations, 2008, and Regulations 26 and 27 of SEBI NCRPS Regulations, 2013, is subject to the provisions of the Companies Act, 2013, and rules made thereunder. Stock Exchanges are directed to inform listed entities about this circular and publish it on their websites.
For further information, contact Richa G. Agarwal, Deputy General Manager, Department of Debt and Hybrid Securities, at richag@sebi.gov.in or 91-22-26449596. The circular is available on the SEBI website (www.sebi.gov.in) under 'Legal Circulars'.
Key Entities Referenced
Securities and Exchange Board of India (SEBI): Regulatory body for securities market in India.
SEBI Issue and Listing of Debt Securities Regulations, 2008 (ILDS Regulation): Regulations pertaining to the issuance and listing of debt securities as defined by SEBI.
SEBI Non-Convertible Redeemable Preference Shares Regulations, 2013 (NCRPS Regulations): Regulations concerning Non-Convertible Redeemable Preference Shares as defined by SEBI.
Non-Convertible Debentures (NCDs): A type of debt instrument that cannot be converted into equity shares.
Non-Convertible Redeemable Preference Shares (NCRPS): A type of preference share that cannot be converted into equity shares and is redeemable.
Commercial Papers (CPs): A short-term unsecured promissory note issued by a company.
Securities and Exchange Board of India Act, 1992: The act of parliament that established the Securities and Exchange Board of India (SEBI).
Companies Act, 2013: An Act of the Parliament of India which regulates incorporation, operation and winding up of a company.
CIRCULAR
SEBI/HO/DDHS/CIR/P/2020/121 July 15, 2020
To,
All listed issuers
All Recognized Stock Exchanges
All Debenture Trustees
All Registered Merchant Bankers
Madam/Sir,
Sub: Relaxation from compliance with provisions of the SEBI (Issue and Listing of
Debt Securities) Regulations, 2008 (“ILDS Regulation”), SEBI (Non-Convertible
Redeemable Preference Shares) Regulations, 2013 (“NCRPS Regulations”) and
SEBI Circulars relating to Listing of Commercial Papers.
1. ILDS Regulations, NCRPS Regulations and circulars related to Listing of
Commercial Papers (CPs) require an Issuer to inter-alia submit its latest audited
financials which should not be older than six months. Compliant listed entities are,
however, permitted to use unaudited financials with limited review in lieu of the
audited financials for the stub period, subject to these unaudited financials not
being older than six months.
2. On account of COVID pandemic, SEBI vide circular no.
SEBI/HO/CFD/CMD1/CIR/P/2020/106 dated June 24, 2020 extended the
timelines for submission of financial results for the quarter/half year/annual
financial year for the period ending March 31, 2020 till July 31, 2020.
3. SEBI has now received representations from listed entities seeking extension of
time for listing their Non-Convertible Debentures (NCDs) / Non-Convertible
Redeemable Preference Shares (NCRPS)/ Commercial Paper(s) (CPs), pending
finalization of their annual accounts for the financial year ending March 31, 2020.
4. Accordingly, it has been decided to permit listed Issuers who have issued
NCDs/NCRPS/CPs, on or after July 01, 2020 and intend/propose to list such
issued NCDs/NCRPS/CPs, on or before July 31, 2020, to use available financials
as on December 31, 2019.
5. Stock Exchanges are advised to bring the provisions of this circular to the notice
of all listed entities and also disseminate on their websites.
16. This circular is issued in exercise of the powers conferred under Section 11(1) of
the Securities and Exchange Board of India Act, 1992 read with Regulations 31
and 32 of the SEBI (ILDS) Regulations, 2008, Regulations 26 and 27 of SEBI
(NCRPS) Regulations, 2013, the relaxations contained herein are subject to the
provisions of the Companies Act, 2013 and rules made thereunder.
7. This circular is available on SEBI website at www.sebi.gov.in under the category -
'Legal -Circulars'.
Yours faithfully,
Richa G. Agarwal
Deputy General Manager
Department of Debt and Hybrid Securities
Email id: richag@sebi.gov.in
Phone: +91-22-26449596
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