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TMI BlogSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Fifth Amendment) Regulations, 2021.X X X X Extracts X X X X X X X X Extracts X X X X ..... change Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015,- I. in regulation 2, in sub-regulation (1), a. clause (t), shall be substituted with the following, namely, - "'non-convertible debt securities' means 'debt securities' as defined under the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021;" b. clause (u) shall be substituted with the following, namely, - "'non-convertible redeemable preference shares', ''non-convertible securities', 'perpetual debt instrument' and 'perpetual non-cumulative preference share' shall have the same meaning as assigned to them in the Securities and Exchange Board of India (Issue and Listing of Non- Convertible Securities) Regulations, 2021;" c. in clause (v), the words, numbers and symbols "clause (j) of sub-regulation (1) of regulation 2 of the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008, clause (p) of sub-regulation (1) of regulation 2 of the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Redeemable Preference Shares) Regulations, 2013" shall be substituted with t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... h the provisions and achieve full compliance by March 31, 2023. In case the entity is not able to achieve full compliance with the provisions, till such time, it shall explain the reasons for such noncompliance/ partial compliance and the steps initiated to achieve full compliance in the quarterly compliance report filed under clause (a), sub-regulation (2) of regulation 27 of these regulations. Explanation (4) - (a) In case of a 'high value debt listed entity' that is a Real Estate Investment Trust (REIT), the Board of the Manager of the Real Estate Investment Trust (REIT), shall comply with regulation 15 to regulation 27 of these regulations related to corporate governance; (b) In case of a 'high value debt listed entity' that is an Infrastructure Investment Trust (InvIT), the Board of the Investment Manager of the Infrastructure Investment Trust (InvIT), shall comply with regulation 15 to regulation 27 of these regulations related to corporate governance." b. in sub-regulation (2A), the words "or a 'high value debt listed entity'" shall be inserted after the words "listed entity". c. in sub-regulation (2B), the words "or a 'high value debt listed entity'" shall be inse ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ituted with the following, namely,- "Explanation (1) - For the purpose of this chapter, if the listed entity has listed its non-convertible redeemable preference shares, perpetual non-cumulative preference shares or instruments of nature similar to perpetual non-cumulative preference shares, the reference to "interest" in this chapter shall be read as "dividend"." d. the existing Explanation (2) shall be substituted with the following, namely,- "Explanation (2) - For the purpose of this chapter, "default" shall mean non-payment of interest/dividend or principal amount in full on the pre-agreed date and shall be recognized at the first instance of delay in servicing of any interest/dividend or principal amount." XII. in regulation 50, a. sub-regulation (1) shall be substituted with the following, namely, - "(1) The listed entity shall give prior intimation to the stock exchange of at least two working days in advance, excluding the date of the intimation and the date of the meeting of the board of directors, about the Board meeting in which any of the following proposals is to be considered: (a) an alteration in the form or nature of non-convertible securities that are ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... a minimum period of five years and thereafter as per the archival policy of the listed entity, as disclosed on its website." XIV. in regulation 52, a. sub-regulation (1) along with the proviso, shall be substituted with the following, namely, - "(1) The listed entity shall prepare and submit un-audited or audited quarterly and year to date standalone financial results on a quarterly basis in the format as specified by the Board within forty- five days from the end of the quarter, other than last quarter, to the 20ecognized stock exchange(s): Provided that in case of entities which have listed their debt securities, a copy of the financial results submitted to stock exchanges shall also be provided to Debenture Trustees on the same day the information is submitted to stock exchanges." b. in sub-regulation (2), the words "half yearly" shall be substituted with the word "quarterly". c. in sub-regulation (2), clause (a) and the proviso under clause (a) shall be substituted with the following, namely, - "(a) Un-audited financial results on quarterly basis shall be accompanied by limited review report prepared by the statutory auditors of the listed entity, in the format as ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... y ratio; (q) total debts to total assets; (r) debtors turnover; (s) inventory turnover; (t) operating margin (%); (u) net profit margin (%); (v) sector specific equivalent ratios, as applicable." l. in sub-regulation (4), in the first proviso, the words "asset cover" shall be omitted and the words and symbols "/housing finance companies" shall be inserted after the words "non banking financial companies". m. in sub-regulation (4), the second proviso shall be omitted. n. sub-regulation (5) shall be omitted. o. in sub-regulation (6), clause (a) shall be omitted. p. sub-regulation (7) shall be substituted with the following, namely,- "(7) The listed entity shall within forty-five days from the end of every quarter submit to the stock exchange, a statement indicating the utilization of issue proceeds of non-convertible securities, which shall be continued to be given till such time the issue proceeds have been fully utilised or the purpose for which these proceeds were raised has been achieved." q. after sub-regulation (7), a new sub-regulation shall be inserted, namely, - "(7A) In case of any material deviation in the use of proceeds as compared to the obje ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... b-regulation (1) shall be substituted with the following, namely, - "(1) The listed entity shall submit a certificate to the stock exchange within one working day of the interest or dividend or principal becoming due regarding status of payment in case of nonconvertible securities." b. after sub-regulation (3), the following new sub-regulations shall be inserted, namely, - "(4) The listed entity shall within five working days prior to the beginning of the quarter provide details for all the non-convertible securities for which interest/dividend/principal obligations shall be payable during the quarter. (5) The listed entity shall within seven working days from the end of the quarter provide: (a) a certificate confirming the payment of interest/dividend/principal obligations for nonconvertible securities which were due in that quarter; and (b) the details of all unpaid interest/dividend/principal obligations in relation to nonconvertible securities at the end of the quarter." XX. In regulation 59, a. in sub-regulation (1), in clause (a), the word "debenture" shall be substituted with the words "non-convertible debt securities" and the word "conversion, shall be omitt ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t, profit and loss account, directors report, corporate governance report etc;" c. in sub-regulation (1), in clause (h), the word "events" shall be omitted. d. in sub-regulation (1), in clause (h), in sub-clause (i), the word "on" shall be omitted. e. in sub-regulation (1), in clause (h), sub-clause (iii) shall be omitted. f. in sub-regulation (1), after clause (h), the following clauses shall be inserted, namely, - "(i) all credit ratings obtained by the entity for all its listed non-convertible securities, updated immediately upon any revision in the ratings; (j) statements of deviation(s) or variation(s) as specified in sub-regulation (7) and sub-regulation (7A) of regulation 52 of these regulations; (k) annual return as provided under section 92 of the Companies Act, 2013 and the rules made thereunder." g. after sub-regulation (1) and before sub-regulation (2), the following new sub-regulation shall be inserted, namely, - "(1A) The listed entities to whom regulations 15 to regulation 27 are applicable shall also make the following additional disclosures on their website: (a) composition of the various committees of the board of directors; (b) terms and co ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... er the word "dividend". d. in para A, clause (1) shall be substituted with the following, namely,- "(1) expected default in the timely payment of interest, dividend or redemption payment or both in respect of the non-convertible securities and also default in the creation of security for nonconvertible debt securities as soon as the same becomes apparent;" e. in para A, clause (2), the words "debt" and "or non-convertible redeemable preference shares" shall be omitted. f. in para A, clause (3) shall be substituted with the following, namely,- "(3) any action which shall result in the redemption, reduction, cancellation, retirement in whole or in part of any non-convertible securities;" g. in para A, clause (5), the words "debt" and "or non-convertible redeemable preference shares" shall be omitted. h. in para A, in clause (11), the Explanation shall be omitted. i. in para A, in clause (14), in sub-clause (b) the words "debenture" shall be substituted with the words "debt security". j. in para A, in clause (15) the words "the" and "redeemable preference shares or non-convertible" shall be omitted. k. in para A, clause (16) shall be substituted with the foll ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ong with the amount of default or rejection or withdrawal, as applicable; d) Public announcement made pursuant to the order passed by the Tribunal under section 13 of Insolvency Code; e) List of creditors as required to be displayed by the corporate debtor under regulation 13(2)I of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016; f) Appointment/ Replacement of the Resolution Professional; g) Prior or post-facto intimation of the meetings of Committee of Creditors; h) Brief particulars of invitation of resolution plans under section 25(2)(h) of Insolvency Code in the Form specified under regulation 36A (5) of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016; i) Number of resolution plans received by Resolution Professional; j) Filing of resolution plan with the Tribunal; k) Approval of resolution plan by the Tribunal or rejection, if applicable; l) Specific features and details of the resolution plan as approved by the Adjudicating Authority under the Insolvency Code, not involving commercial secrets, including details such as: ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... de notification no. SEBI/LAD-NRO/GN/2015-16/27. b) May 25, 2016 by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2016 vide notification no. SEBI/LAD-NRO/GN/ 2016-17/001. c) July 8, 2016 by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2016 vide notification no. SEBI/ LAD-NRO/GN/2016-17/008. d) January 4, 2017 by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2016 vide notification no. SEBI/ LAD-NRO/GN/2016-17/025. e) February 15, 2017 by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2017 vide notification no. SEBI/LAD/NRO/GN/2016-17/029. f) March 6, 2017 by the Securities and Exchange Board of India (Payment of Fees and Mode of Payment) (Amendment) Regulations, 2017 vide Notification No. LAD-NRO/GN/2016- 17/037 read with March 29, 2017 by Securities and Exchange Board of India (Payment of Fees and Mode of Payment) (Amendment) Regulations, 2017 vide notification no. SEBI/LAD/NRO/GN/2016-17/38. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... by the Securities and Exchange Board of India (Regulatory Sandbox) (Amendment) Regulations, 2020 vide no. SEBI/LAD-NRO/GN/2020/10. t) August 5, 2020 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2020, vide notification no. SEBI/ LAD-NRO/GN/2020/25. u) October 8, 2020 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2020, vide notification no. SEBI/ LAD-NRO/GN/2020/33. v) January 8, 2021 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2021, vide notification no. SEBI/ LAD-NRO/GN/2021/02. w) May 5, 2021 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2021, vide notification no. SEBI/ LAD-NRO/GN/2021/22. x) August 3, 2021 by the Securities and Exchange Board of India (Regulatory Sandbox) (Amendment) Regulations, 2021 vide notification no. No. SEBI/LAD-NRO/GN/2021/30. y) August 3, 2021 by the Securities and Exchange Board of India (Listing Obligations and Disclosure ..... X X X X Extracts X X X X X X X X Extracts X X X X
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