Compliance Requirements under the Regulations

1. Prior Intimation to Stock Exchange(s) w.r.t listed non-convertible securities (NCS) (Regulation 50(1))

A listed entity must give at least two working days’ prior notice to the stock exchange before a Board of Directors meeting where any of the following is considered:

1. 1. Alteration of non-convertible securities’ form, nature, rights, or privileges.
   2. Change in the date of interest, dividend, or redemption payment for non-convertible securities.
   3. Financial results (quarterly or annual).
   4. Fundraising via issuance of non-convertible securities.
   5. Matters affecting the rights or interests of holders of non-convertible securities.

The disclosures to the stock exchanges shall be made by a listed entity in XBRL format in accordance with the guidelines specified by the stock exchanges from time to time.

2. Intimation to S.E of AGM/EGM held for approval of financials, further issue & NCS holder meetings (Regulation 50(2))

Listed entity is also required to notify the stock exchange no later than the start of dispatching notices in the following situations:

(a) When an annual general meeting (AGM) or extraordinary general meeting (EGM) is proposed to be held to seek shareholder approval for the proposals od Financial results and Fundraising via issuance of non-convertible securities.

(b) When a meeting of non-convertible securities holders is being held in relation to any matter affecting the rights or interests of holders of non-convertible securities.

The disclosures to the stock exchanges shall be made by a listed entity in XBRL format in accordance with the guidelines specified by the stock exchanges from time to time.

3. Disclosure of information impacting the performance/operations/price-sensitive aspects
   (Regulation 51(1))

Listed entities must inform stock exchanges not later than 24 hours from the date of occurrence of the event or receipt of information impacting performance, operations, or price-sensitive matters or any action that shall affect payment of interest or dividend [or redemption of non-convertible securities. Where the disclosure is made after 24 hours, the listed entity shall, along with such disclosures provide an explanation for the delay.

4. Disclosures required to be made as specified in Part-B of Sch-III (Regulation 51(2))

The listed entity which has listed its non-convertible securities on the Stock Exchange shall make disclosures as specified in Part B of Schedule III.

5. Disclosure of events/information under Reg. 51 on the Website of the Listed Entity (Regulation 51(3))

Listed entity shall disclose on its website, all events/info which have been disclosed to S.E. under Reg.51 and such disclosures shall be hosted on the website of the listed entity for a minimum period of 5 years & thereafter as per the archival policy of listed entity, as disclosed on its website.

6. Submission of Financial Results along with Limited review report/Auditor’s report (Regulation 52)

The listed entity must prepare and submit un-audited or audited standalone financial results quarterly, as per Board specifications, within 45 days after each quarter (excluding the last quarter). For the last quarter, results are due within 60 days. Entities with listed debt securities must also share results with Debenture Trustees on the same day.

Quarterly financial results submitted shall be approved by B.O.D & signed by Chairperson/MD/WTD or in their absence, by any other director duly authorized in this behalf.

1. 1. Annual audited standalone/consolidated results for F.Y. shall be submitted to S.E. within 60 days from F.Y end with audit report
   2. Modified opinion(s) in audit reports/limited review reports having bearing on interest/ dividend payment w.r.t to NCS/ redemption/principal repayment capacity of listed entity shall be addressed by B.O.D while publishing A/c
   3. Listed entity shall submit statement of assets & liabilities & that of cash flows as at end of every half year, by way of a note with results
   4. Annual audited results shall be submitted with annual audit report & [Statement on Impact of Audit Qualifications, app. only for audit report with modified opinion. In case of audit reports with unmodified opinion, a declaration to that effect to S.E.to be made while publishing annual audited results
   5. Listed entity to furnish with quarterly results, a statement of utilisation of issue proceeds of NCS & a statement disclosing material deviation(s) (if any) in use of issue proceeds of NCS

7. Contents of the Annual Report (Regulation 53(1))

The annual report of the listed entity shall contain disclosures as specified in Companies Act, 2013 or the statute under which such listed entity is constituted along with the following:

(a) audited financial statements i.e. balance sheets, profit and loss accounts etc, and Statement on Impact of Audit Qualifications as stipulated in regulation 52(3)(a), if applicable;

(b) cash flow statement presented only under the indirect method as prescribed in Accounting Standard-3/ Indian Accounting Standard 7, mandated under Section 133 of the Companies Act, 2013 read with relevant rules framed thereunder or by the Institute of Chartered Accountants of India, whichever is applicable;

(c) auditors report;

(d) directors report;

(e) name of the debenture trustees with full contact details ;

(f) related party disclosures as specified in Para A of Schedule V.

8. Submission and Publication of Annual Report (Regulation 53(2)(a))

The listed entity shall submit to the stock exchange and the debenture trustee and publish on its website a copy of the annual report, on or before the date of dispatch of the same to its shareholders or the date of submission to the Central Government or the State Government, as the case may be.

9. Submission of revised copy of Annual Report in the event of any change (Regulation 53(2)(b))

The listed entity shall submit to the stock exchange and the debenture trustee and publish on its website, in the event of any changes to the annual report, the revised copy along with the details and explanation for the changes, within 48 hours after the annual general meeting or on or before the date of dispatch of the same to its shareholders or the date of submission to the Central Government or the State Government, as the case may be.

10. Maintenance of Security Cover for secured listed non-convertible debt securities (Regulation 54(1))

In respect of its secured, listed non-convertible debt securities (NCDS), listed entity shall maintain 100% security cover or higher as per terms of offer doc/Information Memorandum and/or Debenture Trust Deed, sufficient to discharge principal & interest at all times for NCDS issued.

1. 1. The listed entity shall disclose to the stock exchange in quarterly, half-yearly, year-to-date and annual financial statements, as applicable, the extent and nature of security created and maintained with respect to its secured listed non-convertible debt securities.
   2. The listed entity shall disclose the security cover available in case of nonconvertible debt securities along with its financial results in the format as specified by the Board

11. Credit Rating (Regulation 55)

Each rating obtained by the listed entity with respect to non-convertible securities shall be reviewed at least once a year by a credit rating agency registered by the Board.

12. Documents and intimations to Debenture Trustees (Regulation 56)

Listed entity shall ASAP & in any case within 24 hrs of event/receipt of info or as specified, forward to deb trustee:

a) copy of notices, resolutions & circulars w.r.t-

i) new issue of non convertible debt security [NCDS] at same time as they are sent to shareholders/ holders of NCDS

ii) meetings of holders of NCDS at same time as they are sent to holders of NCDS or advertised in media including those relating to its proceedings

b) intimations reg. : – revision in rating -default in payment of interest/redemption or both in respect of NCDS -failure to create charge on assets -all covenant of issue

c) half-yearly certificate regarding maintenance of 100% or higher security cover for listed NCDS

d) Listed entity shall also disclose to Debenture. Trustee at same time as it has intimated to S.E, all material events/ info as disclosed under Reg. 51 in so far as it relates to int., principal, issue, terms of NCDS, rating, creation of charge on assets, notices, resolutions & meetings of holders of NCDS

   13. Intimation to Stock Exchange(s) regarding payments made to non convertible securities holders. (Regulation 57)

The listed entity shall submit a certificate to the stock exchange regarding status of payment of interest or dividend or repayment or redemption of principal of non-convertible securities, within one working day of it becoming due, in the manner and format as specified by the Board from time to time

14. Documents & information to holders of non-convertible securities (NCS) of Listed Entity (Regulation 58(1))

1. 1. Listed entities must send annual reports to non-convertible security holders as follows: – –

• • • Electronic copies to those with registered emails –
    • a letter with the web-link (and optional QR code) to holders without registered emails – Hard copies upon request.

1. 2. The listed entity shall send the documents referred to in sub-regulation (1), within the timelines specified in Section 136 of Companies Act, 2013 and rules made thereunder or the provisions of the statute under which such listed entity is constituted. Provided that in the absence of any timeline in the statute, the documents shall be sent on or before the date of dispatch of the same to its shareholders or the date of submission to the Central Government or the State Government, as the case may be

    15. Notice of meetings of holders of non convertible debt sec. & non-convertible redeemable pref shares (Regulation 58(2),(3))

Listed entity shall send notice of all meetings of holders of non convertible debt securities and holders of non-convertible redeemable pref. shares specifically stating that provisions for appointment of proxy as mentioned U/s 105 of Companies Act, 2013, shall be applicable for such meeting.

16. Modification to structure of non convertible debt security & non convertible redeemable preference shares (Regulation 59)

Listed entities shall not make material modification without prior approval of the stock exchange(s) to the structure of non convertible debt securities in terms of coupon, redemption or otherwise and non convertible redeemable preference in terms of dividend, redemption or otherwise. Before seeking this approval, consent of Board of directors and the debenture trustee, as well as written consent from at least three-fourths of the security holders by value shall be obtained. Additionally, the listed entity must facilitate remote e-voting to facilitate such consent.

17. Filing of Draft Scheme of Arrangement with Stock Exchange for obtaining NOC (Regulation 59A)

Listed entity that has listed nonconvertible debt securities or non-convertible redeemable preference shares and intends to undertake a scheme of arrangement or is involved in a scheme of arrangement shall file the draft scheme of arrangement with the stock exchange(s) for obtaining the No-objection letter, before filing of such scheme with the National Company Law Tribunal. NOC shall be valid for 6 months from the date of issuance and during this period, draft scheme needs to be filed with NCLT.

18. Filing of Draft Scheme of Arrangement with NCLT (Regulation 59A)

Listed entity that has listed nonconvertible debt securities or non-convertible redeemable preference shares and intends to undertake a scheme of arrangement or is involved in a scheme of arrangement shall file the draft scheme of arrangement with the stock exchange(s) for obtaining the No-objection letter, before filing of such scheme with the National Company Law Tribunal. NOC shall be valid for 6 months from the date of issuance and during this period, draft scheme needs to be filed with NCLT

19. Details of restructuring proposal, approved by NCLT as part of resolution plan to be disclosed to S.E (Regulation 59A(6))

Any restructuring proposal approved as part of a resolution plan by the National Company Law Tribunal under section 31 of the Insolvency Code is not required to comply with the provisions of Section 59A & 94A of LODR, subject to the details being disclosed to the recognized stock exchanges within one day of the resolution plan being approved

20. Intimation of record date to the recognised S.E. for interest, dividend, and redemption payments. (Regulation 60)

The listed entity shall fix a record date as per Regulation 23(7) of SEBI (Issue and Listing of NCS) Regulations, 2021.Recognized Stock Exchange(s) to be notified at least seven working days in advance of the record date excluding the date of intimation and the record date

21. Timely payment of int/div.of Non-Convertible Debt Securities/Non-Convertible Redeemable Pref Shares (Regulation 61(1))

The listed entity shall ensure timely payment of interest or dividend of nonconvertible debt securities and/or non-convertible redeemable preference shares or redemption payment

a) The listed entity shall not declare or distribute any dividend wherein it has defaulted in payment of interest on debt securities or redemption thereof or in creation of security as per the terms of the issue of debt securities

b) Unless the terms of issue provide otherwise, the listed entity shall not select any of its listed securities for redemption otherwise than pro rata basis or by lot.

c) The listed entity shall comply with requirements as specified in regulation 40 for transfer and transmission of securities including procedural requirements specified in Schedule VII

   22. Transfer of Unclaimed Interest, Dividend, or Redemption Amounts to Escrow Account (Regulation 61A(1)/(2))

Listed entities are prohibited from forfeiting unclaimed interest, dividends, or redemption amounts. If these amounts remain unclaimed for 30 days from their due date, they must be transferred to an escrow account to be opened with any scheduled bank within 7 days from the expiry of the said 30 days

23. Transfer of Unclaimed amounts lying in escrow a/c to Investor Education and Protection Fund (IEPF) (Regulation 61A(3)/(4))

Any amount transferred to the escrow account that remains unclaimed for seven years shall be transferred to the ‘Investor Education and Protection Fund’ constituted in terms of section 125 of the Companies Act, 2013. Amount transferred to IEPF shall not bear any interest.

24. Website Disclosure Requirements for Entities having Listed its Non-Convertible securities (Regulation 62)

Listed entity to maintain a functional website containing information as prescribed in Regulation 62 of LODR

25. Updation of the Website for any change in the information under Chapter 5 of LODR (Regulation 62(4))

The listed entity shall update any change in the content of its website within two working days from the date of such change in content.

26. Listing of subsequent issuances of non-convertible debt securities (Regulation 62A)

A listed entity, whose non-convertible debt securities are listed shall list all nonconvertible debt securities, proposed to be issued on or after January 1, 2024, on the stock exchange(s).

a) A listed entity that proposes to list non-convertible debt securities (NCDS) on Security Exchange on or after January 1, 2024, shall list all O/s unlisted NCDS previously issued on or after January 1, 2024, on S.E. within 3 months from date of listing of NCDS proposed to be listed.

b) Following securities are not required to be listed:

– Bonds issued U/s 54EC of Income Tax Act, 1961

– NCDS issued pursuant to an agreement entered into between listed entity of such securities &multilateral institutions

– NCDS issued pursuant to an order of court/Tribunal/regulatory requirement as stipulated by financial sector regulator namely, SEBI, RBI, IRDA or PFRDA.

However if a listed entity proposes to issue aforesaid securities, then it shall disclose to Security Exchange on which its NCDS are listed, all key terms of such securities, including embedded options, security offered, interest rates, charges, commissions, premium , period of maturity and such other details as required to be disclosed by Board from time to time.

Penalty & Punishment

I) Regulation 98 of LODR: The listed entity or any other person thereof who contravenes any of the provisions of these regulations, shall, in addition to liability for action in terms of the securities laws, be liable for the following actions by the respective stock exchange(s), in the manner specified in circulars or guidelines issued by the Board: (a)imposition of fines; (b)suspension of trading; (c)freezing of promoter/promoter group holding of designated securities, as may be applicable, in coordination with depositories. (d)any other action as may be specified by the Board from time to time

II) For any non-compliance, Notices may be issued by the S.E. within 30 days from the due date of the prescribed timeline and still the entity continues to non-comply, the concerned recognized Stock Exchange(s) shall send intimation to other recognized Stock Exchange(s) and  all  entities  allowed  to  act  as  EBP,  regarding  failure  of compliance of such entity. Such recognised S.E./EBP may not allow:i) issuance  of  any  securities,  as  defined  under  Chapter  VI  of  SEBI  Operational Circular    SEBI/HO/DDHS/P/CIR/2021/613 dated  August  10,  2021  by  such non-compliant entity on the EBP Platform; and ii) further listing of Non-convertible Securities by such non-compliant entity

III) Rs. 5000/- per instance of non-compliance per item