Introduction

Currently, all listed entities (i.e. entities that have listed their equity shares and convertible securities (together termed as ‘specified securities’) and Non-Convertible Securities (NCS) on a recognised stock exchange) are required to comply with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing regulations). So far, the issuers of specified securities are required to adhere with stringent provisions pertaining to corporate governance and other reporting requirements in comparison to the issuers of NCS.

With a view to improve transparency and enhance the robustness of the corporate bond market, on 7 September 2021, the Securities and Exchange Board of India (SEBI) issued amendments to the Listing regulations through the SEBI (Listing Obligations and Disclosure Requirements) Fifth Amendment Regulations, 2021 (amendments). The amendments mainly pertain to the following areas:

  • Corporate governance regulations applicable to High Value Debt Listed Entities (HVDLE) (Applicable from 8 September 2021 on ‘comply or explain’ basis and mandatory from 1 April 2023)
  • Financial reporting (Applicable from 8 September 2021)
  • Additional disclosures to stock exchanges, debenture trustees and on websites (Applicable from 8 September 2021)
  • Other amendments (Applicable from 8 September 2021)

Subsequently, SEBI issued two more circulars and they are as follows:

  • On 5 October 2021, SEBI issued a circular prescribing a revised format for quarterly financial reporting, required to be submitted by issuers of NCS
  • On 14 October 2021, SEBI issued a circular prescribing revised formats for limited review/audit report for issuers of NCS.

This issue of First Notes aims to provide an overview of the key amendments
introduced by SEBI (Listing Obligations and Disclosure Requirements) Fifth Amendment Regulations, 2021.

To access the text of the amendments, please click here
To access the text of the circular prescribing the revised format for quarterly financial reporting, please click here
To access the text of the circular prescribing the revised formats for limited review/audit report for issuers of NCS, please click here.

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