Regulation 64C - Obligations of the listed entity - Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

1 [ 64C. Obligations of the listed entity (1) The listed entity shall ensure that the process of obtaining necessary approval from all holders of non-convertible debt securities or non-convertible redeemable preference shares commences within three working days of the grant of in-principle approval by the stock exchange(s). (2) All the events in respect of the proposal of delisting for non-convertible debt securities or non-convertible redeemable preference shares beginning with the placing of the agenda for delisting before the board of directors till the delisting is completed, shall be disclosed as material information to the stock exchanges as per regulation 51 of these regulations. (3) In addition to the information disclosed to the stock exchanges as per regulation 51 of these regulations, the following information shall be disclosed by the listed entity on its website as well as to the stock exchanges, within two working days from the date of receipt of in-principle approval from the stock exchanges for delisting of non-convertible debt securities or non-convertible redeemable preference shares: (a) the name(s) of the stock exchange(s) from which the non-convertible debt securities or non-convertible redeemable preference shares are sought to be delisted together with the details of all such securities or shares that are sought to be delisted; (b) the cut-off date specified for determining the list of holders of non-convertible debt securities or non-convertible redeemable preference shares to whom notice for approving the delisting proposal is mandated to be sent; (c) the objects and reasons for delisting of non-convertible debt securities or non-convertible redeemable preference shares; (d) the proposed time table from the cut-off date as specified in clause (b) till the date of making final application to the stock exchanges for delisting of non-convertible debt securities or non-convertible redeemable preference shares; (e) a disclaimer specifying the following: Once the said securities are delisted: (i) the delisted non-convertible debt securities/ non-convertible redeemable preference shares shall cease to be under the purview of the Act and the rules and regulations prescribed thereunder; and (ii) the holders of such non-convertible debt securities/ non-convertible redeemable preference shares shall not have any recourse to the investor grievance mechanism for any reason including change/ removal of the debenture trustee or in case of default, such as dispute resolution mechanism, grievance redress mechanism (SCORES), etc. under the Act and the rules and regulations made thereunder. ; (f) a statement by the board of directors of the listed entity confirming that all material information which is required to be disclosed under the provisions of these regulations has been disclosed to the stock exchange; (g) a statement from the debenture trustee on the adequacy of security cover in case of secured non-convertible debt securities; (h) an undertaking that the issuer has not paid or shall not pay any incentive to any investor, directly or indirectly, in connection with delisting under this Chapter; (i) disclosure of non-convertible debt securities or non-convertible redeemable preference shares held by the related parties or by any person on behalf of the issuer or its related parties and an undertaking that such persons shall not vote on the proposal; (j) an undertaking that the issuer has not entered or shall not enter into any arrangement with any investor or with persons referred to in clause (i) above, by way of side letters or otherwise which leads to the discrimination amongst the investors; (k) a statement by the board of directors of the listed entity certifying that: - (i) the entity is in compliance with the applicable provisions of securities laws; and (ii) the delisting, in their opinion (with detailed explanation), is in the interest of the holders of the non-convertible debt securities or non-convertible redeemable preference shares; (l) name and contact details of the compliance officer of the listed entity. ] **************** NOTES:- 1. Inserted vide Notification No. SEBI/LAD-NRO/GN/2023/149 dated 23-08-2023