Area of Practice under Listing Agreement for Debt
Securities
SEBI has
issued Simplified Debt Listing Agreement vide its circular SEBI/IMD/BOND/1/2009/11/05
dated May 11, 2009.
The Listing
Agreement for debt securities consists of two parts. The first part prescribes
only incremental disclosures which are relevant for debt securities of such
issuers whose equity shares are listed on the Exchange. The second part, which
is applicable to issuers whose equity shares are not listed on the Exchange,
prescribes detailed disclosures.
The Debt
Listing Agreement authorises Company Secretaries to issues half yearly
certificate regarding maintenance of 100% security cover in respect of listed
secured debt securities. Clause 2 and 13 of the Listing agreement reads as
under:
1. Part A of the
Debt Listing Agreement applicable to the Issue of Debt Securities where equity
shares of the Issuer are listed
“2. The Issuer agrees that it shall forward to the
debenture trustee promptly, whether a request for the same has been made or
not:
(d) a half-yearly certificate regarding maintenance of
100% security cover in respect of listed secured debt securities, by either a practicing
company secretary or a practicing chartered accountant, within one month
from the end of the respective half year. (not applicable for Bank or NBFC
Issuers registered with RBI).”
2. Part B of the Debt
Listing Agreement applicable to the Issue of Debt Securities where equity
shares of the Issuer are not listed on the Exchange
“13. The Issuer agrees that it shall forward to the
debenture trustee promptly, whether a request for the same has been made or
not:
(d) a half yearly certificate regarding maintenance of
100% security cover in respect of listed secured debt securities, by either a practicing
company secretary or a practicing chartered accountant, every within
one month from the end of the half year. (not applicable for Bank or NBFC
Issuers registered with RBI)”
Further
Clause 22 of the Debt Listing Agreement requires the issuer to designate Company
Secretary or any other person as Compliance Officer responsible for
ensuring compliance with the regulatory provisions applicable to such issuance
of debt securities, reporting to various authorities etc. The extract of the
clause is as under:
“22. The Issuer agrees and undertakes to designate the Company Secretary or
any other person as Compliance Officer who
(a) shall be responsible for ensuring compliance with
the regulatory provisions applicable to such issuance of debt securities and
report the same at the meeting of Board of Directors/ Council of Issuer held
subsequently;
(b) shall directly report to the Securities and
Exchange Board of India, Stock Exchanges, Registrar of Companies, etc., and
investors on the implementation of various clauses, rules, regulations and
other directives of these authorities;
(c) shall be responsible for filing the information in
the Corp Filing system/ Electronic Data Information Filing and Retrieval
(EDIFAR) System or any other platform as may be mandated by SEBI from time to
time. The compliance officer and the Issuer shall ensure the correctness and
authenticity of the information filed in the system and that it is in conformity
with applicable laws and terms of the Listing Agreement;
(d) shall monitor the designated e-mail ID of the
grievance redressal division which shall be exclusively maintained for the
purpose of registering complaints by investors. The company shall display the
email ID and other relevant details prominently on their websites and in the
various materials / pamphlets/ advertisement campaigns initiated by them for
creating investor awareness.”
A copy of
the Listing Agreement for Debt Securities is also attached for ready reference.
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