Tag Archives: debentures

centralised database for corporate bonds & debentures

SEBI has vide its circular dated 4th June, 2021 streamlined its procedure for the centralised database for corporate bonds & debentures in supersession of its earlier 2013 circular.

The responsibilities of the parties involved and and the manner of posting information in the database, the fields involved etc. are all given in the said circular which can be accessed here

https://www.sebi.gov.in/legal/circulars/jun-2021/centralized-database-for-corporate-bonds-debentures_50421.html

The salient features are given below:

Responsibilities of parties involved, contents of the database and manner of submitting the information
Depositories:
a. Depositories shall continue to jointly create, host, maintain and disseminate the centralized database of corporate bonds, which are available in demat form. All historical data available in the database in terms of SEBI Circular no. CIR/IMD/DF/17/2013 dated October 22, 2013 shall continue to be hosted by the Depositories.
b. Depositories shall ensure to have adequate systems and safeguards to maintain the integrity of data and to prevent manipulation of data.
c. Each Depository shall synchronize the database in consultation with the other Depository.
d. The Depository which receives information from an issuer shall host the same as well as share it with the other Depository for hosting within three working days from the date of receipt of the information.
e. Depositories shall categorise investors as per the SEBI Circular No. CIR/CFD/CMD/13/2015 dated November 30, 2015.
f. Depositories shall provide secure login credentials to Issuers, Stock Exchanges, Credit Rating Agencies and Debenture Trustees for updating and verifying requisite information in the corporate bond database within timelines as mentioned in this circular.
Issuers:
a. Issuers shall fill all the requisite fields as provided in Annex-I in the Centralized Database at the time of allotment of the ISIN. Depositories shall verify the information as provided by issuer at the time of activation of ISIN.
b. Post listing of securities, Issuers shall submit information in the requisite fields as provided in Annex-II to any of the Stock Exchanges where their securities are listed on a periodical basis and/or ‘as and when’ basis event based), as applicable. The Stock Exchange shall indicate the format of filing to the Issuers in this regard.
Stock Exchanges:
a. Stock Exchanges and Depositories shall develop a system such that information received by them is updated on the Centralized Database on a daily basis.
b. Stock Exchanges shall verify listing details as provided in Annex- I and II of the circular in the Centralized Database.
c. Stock Exchanges shall update event based and periodical information in the Centralized Database when received from the Issuers in Annex- II.
Credit Rating Agencies
Credit Rating Agencies shall access the database to verify the rating information uploaded by the Issuer. In case of any discrepancy, Credit Rating Agencies shall notify the same to Stock Exchanges and update the correct information in the database within the time stipulated in Annex – III.
Debenture Trustees
Debenture Trustees shall access the database to verify the information regarding default history and other relevant information. In case of any discrepancy, Debenture Trustee shall notify the same to Stock Exchanges and update the correct information in the database, within the time stipulated in Annex – III.

Depositories shall also provide the information available with respect to the Redeemable Preference Shares and Securitized Debt Instruments, in a separate section within the database, in the form as available with them, after sharing the same with the other depository for synchronizing and updating the database.

All annexures are available for reference in the link given above.

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MCA extension

MCA has vide its circular no. 34/2020 dated 29th September, 2020 extended all the due dates for filing of IEPF forms i.e. IEPF-1, 1-A, 2, 3, 4, 7 and verification of claims filed in form IEPF-5 without paying additional filing fees upto 31st December, 2020.

Vide another circular no. 35/2020 dated 29th September, 2020, MCA has extended the time to create deposit repayment reserve of 20% u/s 73 of the companies act, 2013 and to invest or deposit 15% of debentures u/r 18 of the companies (share capital and debentures), rules, 2014, by 3 months upto 31st December, 2020

MCA had on the same date issued four other extension orders, which can be accessed here.

https://vramonline.wordpress.com/2020/09/29/mca-extension/

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SEBI – relaxations

SEBI has vide its circular dated 15th July, 2020 given relaxations in respect of debt listing, listing of non convertible redeemable preference shares and commercial papers to use unaudited financials with limited review provided that these unaudited financials are not more than 6 months old. 


It has also extended the timelines for submission of quarterly/ half-yearly/ yearly financial accounts as on 31st march, 2020 to 31st July, 2020.


Those issuers who propose to list their debentures/ preference shares/ commercial papers during the month of July, 2020 can use the available financial statements as on 31st December, 2019.

Copy of SEBI circular can be found here

https://www.sebi.gov.in/legal/circulars/jul-2020/relaxation-from-compliance-with-provisions-of-the-sebi-issue-and-listing-of-debt-securities-regulations-2008-ilds-regulation-sebi-non-convertible-redeemable-preference-shares-regulations-20-_47071.html

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Deposits/ Debenture reserve

Companies issuing deposits or debentures as per the provisions of the companies act, 2013 and the rules thereunder are required to keep some amount of their outstanding deposits/ debetures as deposit in a scheduled commercial bank. It should be kept in a separate bank account and named as deposit reserve account or debenture reserve account. The limits for keeping such amounts in the banks are 20% for deposits and 15% for debentures. In both cases, the amount should be secured into the bank account on or before 30th April each year. This year in view of the Covid pandemic, govt. extended this date to 30th June, 2020 and now vide MCA circular dated 19th June, 2020 this date has been further extended to 30th September, 2020.

MCA circular can be found here

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SEBI compliance relaxations – covid

SEBI has issued a circular dated 8th June, 2020 wherein they have relaxed some compliance deadlines due to the ongoing covid pandemic.

Issuers who intend/ propose to list their non-convertible debentures, non convertible redeemable preference shares or commercial papers have been given one more months for disclosure of their financial results. So now they need to submit their financial results on or before 30th June, 2020.

https://www.sebi.gov.in/legal/circulars/jun-2020/relaxation-from-compliance-with-certain-provisions-of-the-sebi-issue-and-listing-of-debt-securities-regulations-2008-and-sebi-non-convertible-redeemable-preference-shares-regulations-2013-and-ce-_46788.html

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