Continuous disclosures and compliances by listed entities under SEBI (Issue and Listing of Municipal Debt Securities) Regulations, 2015

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....lations, 2015 (ILDM Regulations) prescribe disclosures to be made by issuers making public issues of debt securities or seeking listing of municipal debt securities issued on private placement basis to the Stock Exchange(s). SEBI vide Circular No. CIR/IMD/DF1/60/2017 ("hereinafter to be referred as ILDM Circular") dated June 19, 2017 had specified continuous disclosures and compliance by issuers of debt securities under ILDM Regulations. 2. Subsequently, ILDM regulations have been amended to, inter alia, widen the definition of issuers, revise timelines for submission of annual and half yearly financial results, structure payment mechanism through escrow accounts, etc. 3. Regulation 29 of ILDM regulations provides that the Board shall....

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....tanding Committee and/or the Governing Body or Board of Directors of the listed entities, as applicable, shall be submitted to the Stock exchange(s) within nine months from the end of the financial year. 2.1.3. Preparation and Submission of Financial Results While preparing financial results, the listed entities shall comply with the following (a) The half yearly un-audited financial results and annual audited financial results shall contain comparative information for the immediately preceding corresponding half year or financial year respectively. (b) The half yearly un-audited financial results and annual audited financial results submitted to the Stock exchange(s) shall be taken on record by Standing ....

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.... of interest or principal obligations or both The listed entities shall submit a certificate to the stock exchange(s) intimating the status of payment of interest or principal or both within five working days of the same becoming due in respect of municipal debt securities." (d) Clause 2.3.2. of ILDM Circular regarding Credit rating is modified to read as under:- "2.3.2. Credit Rating (a) Every credit rating shall be reviewed at least once a year, by a registered credit rating agency. (b) In the event of credit rating being downgraded by two or more notches below the rating assigned at the time of issue, the listed entities shall disclose the reasons for downgrade in rating and the steps, if any,....

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....specified in the offer document or preliminary placement memorandum. The amount received in the "No lien escrow account" may be transferred to this account to maintain the required balance in the "Sinking fund account". 4.1.4. General Account (a) The surplus funds in the "No lien escrow account" after meeting minimum balance in the "Interest payment account" and "Sinking funding account" can be transferred to General account on a monthly basis after obtaining certificate from debenture trustee that the listed entities has discharged its debt obligations in a timely manner. 4.1.5. All the above accounts except "General account" shall be monitored by the debenture trustee. 4.1.6. The listed entities shall w....