Consultation paper on measures towards Ease of Doing Business for Non-Convertible securities
Why this consultation paper?
The aim of the paper is to align NCS regulations with the goal of Ease of Doing Business in India. ?
And who should provide the comments?
a. Issuers intending to issue the following:
b. Issuers who have already issued Commercial papers listed on stock exchange(s).
The key output of the consultation paper is as follows:
1. Deletion of disclosure regarding PAN and personal address of promoters of the issuers in the offer document Clause 3.3.2 (a) and (b) of Schedule I:
Rationale:
Data privacy, ease of doing business and to prevent misuse of personal and sensitive data of individuals.
Current scenario:
clause 3.3.2 (a) of Schedule I of the NCS Regulations mandates disclosure of complete profile of promoters of the Issuer in the offer document which includes disclosure of PAN, personal address, etc.
Proposal:
Post it’s effect the clause could be read as:
“3.3.2 Details of Promoters of the Issuer:
(a) A complete profile of all the promoters, including their name, date of birth, age, personal addresses(strike off), educational qualifications, experience in the business or employment, positions/posts held in the past, directorships held, other ventures of each promoter, special achievements, their business and financial activities, photograph, permanent accountant number(strike off)
(b) A declaration confirming that the permanent account number, Aadhaar number, driving license number, bank account number(s), ‘personal address’(addition) and passport number of the promoters and permanent account number of directors have been submitted to the stock exchanges on which the non-convertible securities are proposed to be listed, at the time of filing the draft issue document.”
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2. It is proposed to align the period for disclosure of key operational and financial parameters in line with period for disclosure of financial information in the offer document.
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Current scenario and Rationale:
The current paragraph under clause 3.3.10 stipulates the requirement to disclose key operational and financial parameters on consolidated and standalone basis, however it does not specify the period for which such information needs to be disclosed.
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Proposal:
Alignment of the period for disclosure of key operational and financial parameters in line with period for disclosure of financial information in the offer document.
Post it’s effect the 3.3.10 clause could be read as:
“3.3.10. Financial Information:
(e) Key operational and financial parameters on consolidated and standalone basis for a period of three completed years, which shall not be more than six months old from the date of the issue document or issue opening date, as applicable.”
3.Disclosure by way of QR code and web-link regarding the details of branches or units of the issuer in the offer document.
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Rationale:
The current regulatory framework, under clause 3.3.8(d) of Schedule I of the NCS Regulations mandates disclosure of details of branches/ units of the Issuer in the offer document.
Current scenario:
Clause 3.3.8 of Schedule I of the NCS Regulations
" 3.3.8. About the Issuer
The following details pertaining to the issuer:
(d) Details of branches or units where the issuer carries on its business activities, if any;
Proposed amendments:
Details regarding branches/ units of the Issuer as on the date of the offer document may be provided in the form of a static QR code and web-link.
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4. Alignment of disclosure requirement in the offer document regarding ‘project cost and means of financing’ with that in case of equity.
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Rationale:
to broaden the scope and specify 'proposed use of proceeds' and thus, align the same with the ICDR Regulations.
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Current Scenario:
Clause 3.3.8 of Schedule I of the NCS Regulations reads as under:
" 3.3.8. About the Issuer
(e) Project cost and means of financing, in case of funding of new projects."
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Proposal:
it is proposed to align clause 3.3.8 (e) of schedule I of the NCS Regulations with clause 7 of schedule VII of the ICDR Regulations.
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Post it’s effect the Clause 3.3.8 of Schedule I of the NCS Regulations could be read as:
" 3.3.8. About the Issuer
The following details pertaining to the issuer:
(a)Overview and a brief summary of the business activities of the issuer;…..
(e) Use of proceeds, in case of funding of new projects:
(i) purpose of the placement;
(ii) break-up of the cost of the project for which the money is being raised;
(iii) means of financing for the project;
(iv) proposed deployment status of the proceeds at each stage of the project."
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5. Relaxation in the requirement of providing certain business and commercial details in case of purchase or acquisition of immoveable property in the offer document.
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Current scenario:
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Proposal:
The following modifications are proposed to clause 3.3.41(b) of Schedule I of NCS Regulations:
6.5.1. The top five vendors may be determined on the basis of value i.e. sale consideration payable to the vendors; and
6.5.2. Details of the remaining vendors may be provided by way of QR code and weblink in the offer document. Further, the said details may be provided to the debenture trustee and also kept available for inspection as per para 3.3.41(g) of schedule I of the NCS Regulations.
6.5.3. Additionally, there should be a checklist item as part of the 'Security and Covenant Monitoring System', wherein the issuer confirms provision of the information to the debenture trustee and debenture trustee confirms receipt of information in this regard, in order to have an independent holding of such information.
?A picture from my book showing brief summary:
6. Providing flexibility in the signatories for the purpose of providing attestation in the offer document:
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Rationale:
The frequency of private placement of debt securities being generally high especially for Banks/ NBFCs/ PSUs etc., attestation of declaration by all the Directors at all times may not be feasible and becomes time consuming.
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Clause:
Clause 3.3.37 of schedule I of the NCS Regulations reads as under:
"The directors in case of a body corporate and such authorized persons in case the issuer is not a body corporate shall attest that:
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Proposal:
Attestation as specified under clause 3.3.37 of Schedule I of the NCS Regulations may be provided (subject to delegation by Board of directors) by any of the following:
a. the executive Chairperson and compliance officer, or
b. MD & CEO and compliance officer or
c. the CFO and compliance officer or
d. whole-time director and compliance officer or
e. Jointly by any two key managerial personnel or
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Accompanied by appropriate disclosures in the offer document specifying that the final and ultimate responsibility of the content of the offer documents is of the Board of Directors.
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7. Modification in the timeline for submission of status regarding payment obligations to the stock exchanges by entities that has listed commercial paper)
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Provisions:
As per LODR 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.
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Para 8.4 of Chapter XVII of the Master Circular for issue and listing of Non-convertible Securities, Securitised Debt Instruments, Security Receipts, Municipal Debt Securities and Commercial Paper dated July 07, 2023:
8. Material events or Information: The issuer shall disclose the following details to the stock exchange(s) as soon as possible but not later than 24 hours from the occurrence of event (or) information:
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8.4.A certificate confirming fulfilment of its payment obligations, within 2 days of payment becoming due.”
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Rationale:
Alignment with Regulation 57 of LODR Regulations 2015 in order to ensure consistency.
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Proposal:
Alignment of the timeline for intimating to Stock Exchanges regarding the status of payment of interest/ repayment of principal for listed commercial paper with Regulation 57 of LODR Regulations, i.e. within one working day of the payment being due.
Post it’s effect the Para 8.4 of Chapter XVII of the Master Circular dated July 07, 2023 could be read as:
8. Material events or Information: The issuer shall disclose the following details to the stock exchange(s) as soon as possible but not later than 24 hours from the occurrence of event (or) information:
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8.4.A certificate confirming fulfilment of its payment obligations, within one working day of payment becoming due.”
Few SEBI amendment highlights:
Removal of reference to ‘freezing/ frozen” and “Benami Transactions (Prohibitions) Act, 1988
It shall be mandatory for all holders of physical securities in listed companies to furnish PAN, Nomination, Contact details, Bank A/c details and Specimen signature for their corresponding folio numbers.
The security holder(s) whose folio(s) have been frozen shall be eligible:
(a) to lodge grievance or avail any service request from the RTA only after furnishing the complete documents / details as mentioned in para 19.1.
(b) for any payment including dividend, interest or redemption payment in respect of such frozen folios, only through electronic mode with effect from April 01, 2024.
An intimation shall be sent by the Listed Company to the security holder that such payment is due and shall be made electronically only upon complying with the requirements stated in para 19.1.
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Extension of timeline for verification of market rumours by listed entities:
With warm regards,
Keep Smiling,
Saeed Shaikh.
Footnotes & credits
2. My notes
AIR 8 |TATA| First Attempt| Ex-NSE| Creative writer |Giver
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