Simplified Debt Listing Agreement for Debt Securities - Amendments
Summary
This circular amends the Simplified Listing Agreement for Debt Securities to align with the Companies Act, 1956 and enhance investor protection. Key changes include mandating 100% asset cover, requiring half-yearly certificates on security maintenance, and introducing new disclosure norms for issue proceeds and financial statements. The amendments apply immediately to all issuers of listed debt securities, with specific exemptions for Banks, NBFCs, and Government guaranteed bonds.
Text
The Issuer agrees that in addition to the covenants in this part of this agreement executed between the Issuer and the Exchange, the issuer shall be bound by the covenants provided in the equity Listing Agreement Provided that covenants in the Equity Listing Agreement, which are not applicable to issue of debt securities in terms of the SEBI (Issue of Listing of Debt Securities) Regulations 2008, shall not be applicable in respect of this Listing Agreement.
a half-yearly certificate regarding maintenance of 100% asset cover in respect of listed debt securities, by either a practicing company secretary or a practicing chartered accountant, along with the half yearly financial results. Provided that submission of such half yearly certificates is not applicable in cases where an issuer is a Bank or NBFC registered with RBI or where bonds are secured by a Government guarantee.
In respect of its listed debt securities, the Issuer agrees that it shall maintain 100% asset cover sufficient to discharge the principal amount at all times for the debt securities issued and shall disclose to the exchange on half-yearly basis and in their annual financial statements the extent and nature of security created and maintained.
The Issuer agrees to send to the Exchange for dissemination, along with the half yearly financial results, a half- yearly communication, counter signed by trustees, containing inter-alia the following information: (a) credit rating; (b) asset cover available; (c) debt-equity ratio; (d) previous due date for the payment of interest/principal and whether the same has been paid or not; and (e) next due date for the payment of interest/principal.
(a) The company agrees to furnish to the stock exchange on a half yearly basis, a statement indicating material deviations, if any, in the use of proceeds of issue of debt securities from the objects stated in the offer document. (b) The information mentioned in sub-clause (a) shall be furnished to the stock exchange along with the half-yearly financial results furnished under clause 29 to the stock exchange and shall also be published in the newspapers simultaneously with the half-yearly financial results.
The issuer agrees that it shall be a condition precedent for issuance of new debt securities that it shall deposit before the opening of subscription list and keep deposited with the Exchange ... an amount calculated at the rate of 1% (one per cent) of the amount of debt securities offered for subscription to the public ... refundable or forfeitable in the manner stated in the Rules, Bye-laws and Regulations of the Exchange ... Provided that 50% (fifty per cent) of the above mentioned security deposit should be paid to the Exchange in cash. The balance amount can be provided for by way of a bank guarantee. Provided further that the amount to be paid in cash is limited to Rs.3crores.
A half-yearly communication, counter signed by debenture trustee, along with the half yearly financial results, containing, inter alia, following information: (i) credit rating; (ii) asset cover available; (iii) debt-equity ratio; (iv) previous due date for the payment of interest/ principal and whether the same has been paid or not; and (v) next due date for the payment of interest/ principal.
The Issuer agrees to furnish un-audited or audited financial results on a half- yearly basis preferably in the format as per Annexure I to III within 45 days from the end of the half year to the Exchange. Un-audited financial results shall be accompanied by limited review report prepared by the statutory auditors of the company (or in case of public sector undertakings, by any practicing Chartered Accountant) on the lines of the format given in Annexure IV or V, as applicable.
The issuer agrees that if it intimates in advance to the Stock Exchange/s that it would publish/ furnish to the Exchanges its annual audited results within 60 days from the end of the financial year, un-audited financial results for the last half year accompanied by limited review report by the auditors need not be published/ furnished to Exchanges. The audited results for the year shall be published/ furnished to the Exchanges in the same format as is applicable for half-yearly financial results.
The issuer agrees that if it opts to submit un-audited financial results for the last half year accompanied by limited review report by the auditors, it shall also submit audited financial results for the entire financial year, as soon as they are approved by the Board of Directors.
Source: SecMarx — Simplified Debt Listing Agreement for Debt Securities - Amendments. Verbatim text is public record; SecMarx structuring (linkage to applying orders) is cited to us.