On 08-07-2024, the Securities and Exchange Board of India (‘SEBI’) notified the SEBI (Issue and Listing of Non-Convertible Securities) (Amendment) Regulations, 2024 to amend the SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021. These Regulations came into force on 10-07-2024.
Key Points:
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In the 2021 Regulations, Regulation 23 has been amended by inserting a provision to instruct the issuer to fix a record date for payment of interest, dividend, and payment of redemption or repayment amount or other purposes specified by the Board.
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The provision also states that the record date must be fixed at a date 15 days before the due date of payment of interest or dividend, repayment of principal, or any other corporate actions.
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The 2024 Regulations have also amended the provision for ‘Due Diligence Certificate by Debenture Trustee’to specify the formats to be used in cases of secured and unsecured debt securities at the time of filing the draft offer document and at the time of filing of the listing application by the issuer.
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The 2024 Regulations have amended Schedule I of the 2021 Regulations by adding a provision that the issuers whose non-convertible securities are listed on the date of filing of the offer document or placement memorandum may provide a web link and a static QR code of the audited financial statements subject to certain conditions.
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The 2024 Regulations has amended Schedule IV which provides for the format of the due diligence certificate to be given by the debenture trustee to be divided into two parts:
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Part A– provides the format in which the Debenture Trustee has to give the Certificate of Due Diligence at the time of filing of draft offer document and before opening of the issue.
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Part B- provides the format in which the Debenture Trustee has to give the Certificate of Due Diligence at the time of filing of listing application by issuer. The 2024 Regulations have also inserted Schedule IV-A provides for the format of the due diligence certificate to be given by the debenture trustee:
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Part A: at the time of filing of draft offer document and before opening of the issue.
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Part B: at the time of filing of listing applications by issuer.
