Debt Raising through Listed NCD's

Non-convertible debentures (NCD) issued on private placement basis are quickly gaining traction as an effective way of fund raising by the companies in India. In this backdrop, we are providing hereinbelow the steps to list an NCD based on the notification of SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021, effective from 16th August, 2021.

Please feel welcome to reach us at corporatedesk@ksandk.com for any clarifications or assistance.

CHECKLIST

Call for Board Meeting to approve proposed issue of NCDs and borrowing limits and other matters:

  1. Appointment of RTA and execute tripartite agreement [Reg 9].
  2. Appointment of Credit Rating Agency and obtain Credit Rating. [Reg 10].
  3. Opening of Separate Bank Account with Schedule Bank [Proviso to Section 42(6)].
  4. To identify group of persons to whom Debentures are proposed to be issued [Section 42(2)]
  5. To approve Private Placement offer letter.
  6. Appointment of Depository – NSDL/CDSL[Reg 7]
  7. To enter into Uniform Listing Agreement with NSE including e-bidding platform.
  8. other matters relevant to the issue of NCDs
  9. To appoint a debenture trustee before the issue of letter of offer for subscription of the debentures [Reg 8]
  10. Approval of shorter Notice for calling EOGM to approve issue of NCDs.

Conduct Extra Ordinary General Meeting at shorter notice and approve the borrowing limits and Issue of NCDs.

  • Disclosure Document
  • Debenture Trust Deed,
  • Connectivity with NSDL/CDSL/RTA,
  • SCORES Registration,
  • Audited Results as on 31st Dec. 2021
  • NEAPS Registration, Execution of Listing Agreement,
  • EBP Platfrom,
  • Draft Ratings from Credit Agency,
  • Consent Letters from Debenture Trustees,
  • Security Documents
  • Opening of Seperate Bank Account
  • Bank Guarantee for Recovery Expense Fund (to be deposited with NSE- 0.01% of Issue Size)

Obtaining Credit Ratings from a Credit Rating Agency

Application with NSE for In-principal Approval

Obtaining In-principal Approval from NSE

Date of Opening of Issue

Date of Closing of Issue

Date of Pay In

Deemed date of Allotment of NCDs

Credit of Securities in the Demat Account with temporary ISIN

Application with NSE for Listing of NCDs

Listing Approval from NSE

Activation of ISIN with Depositories

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