Regulation 56 - Documents and Intimation to Debenture Trustees - Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

Documents and Intimation to Debenture Trustees. 56. (1) The listed entity shall forward the following to the debenture trustee promptly: (a) a copy of the annual report at the same time as it is issued along with a copy of certificate from the listed entity's auditors in respect of utilisation of funds during the implementation period of the project for which the funds have been raised: Provided that in the case of debentures or preference shares issued for financing working capital or general corporate purposes or for capital raising purposes the copy of the auditor's certificate may be submitted at the end of each financial year till the funds have been fully utilised or the purpose for which these funds were intended has been achieved. (b) a copy of all notices, resolutions and circulars relating to- (i) new issue of non convertible debt securities at the same time as they are sent to shareholders/ holders of non convertible debt securities; (ii) the meetings of holders of non-convertible debt securities at the same time as they are sent to the holders of non convertible debt securities or advertised in the media including those relating to proceedings of the meetings; (c) intimations regarding : (i) any revision in the rating; (ii) any default in timely payment of interest or redemption or both in respect of the non convertible debt securities; (iii) failure to create charge on the assets; 1 [ (iv) All covenants of the issue (including side letters, accelerated payment clause, etc.) ] 2 [ (d) a half-yearly certificate regarding maintenance of hundred percent 7 [ security cover or higher security cover ] as per the terms of offer document/ Information Memorandum and/or Debenture Trust Deed, including compliance with all the covenants, in respect of listed non-convertible debt securities, by the statutory auditor, along with the 4 [ financial results, in the manner and format as specified by the Board ] : Provided that the submission of 5 [ this ] certificate is not applicable where bonds are secured by a Government guarantee. ] 6 [ (1A) The listed entity shall also disclose to the Debenture Trustee at the same time as it has intimated to the stock exchange, all material events and/or information as disclosed under regulation 51of these regulations in so far as it relates to the interest, principal, issue and terms of non-convertible debt securities, rating, creation of charge on the assets, notices, resolutions and meetings of holders of non-convertible debt securities. ] (2) The listed entity shall forward to the debenture trustee any such information sought and provide access to relevant books of accounts as required by the debenture trustee. (3) The listed entity may, subject to the consent of the debenture trustee, send the information stipulated in sub-regulation (1), in electronic form/fax. ************* NOTES:- 1. Inserted vide Notification No. SEBI/LAD-NRO/GN/2020/33 dated 08-10-2020 2. Substituted vide Notification No. SEBI/LAD-NRO/GN/2020/33 dated 08-10-2020 before it was read as, (d) a half-yearly certificate regarding maintenance of hundred percent. asset cover in respect of listed non convertible 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 a listed entity is a bank or non banking financial companies registered with Reserve Bank of India or where bonds are secured by a Government guarantee. 3. Inserted vide Notification No. SEBI/LAD-NRO/GN/2021/47 dated 07-09-2021 4. Substituted vide Notification No. SEBI/LAD-NRO/GN/2021/47 dated 07-09-2021 before it was read as half-yearly financial results 5. Substituted vide Notification No. SEBI/LAD-NRO/GN/2021/47 dated 07-09-2021 before it was read as half yearly 6. Inserted vide Notification No. SEBI/LAD-NRO/GN/2021/47 dated 07-09-2021 7. Substituted vide Notification No. SEBI/LAD-NRO/GN/2022/79 dated 11-04-2022 before it was read as, asset cover or 3 [ higher ] asset cover