valid as on 06/12/2022

Regulation 59. Structure of non convertible debt securities and non convertible redeemable preference shares.
Effective date 01.12.2015

Structure of non convertible debt securities and non convertible redeemable preference shares.

59. (1) The listed entity shall not make material modification without of the stock exchange(s) where the non convertible debt securities or non-convertible redeemable preference shares, as applicable, are listed, to:

(a) the structure of the debenture in terms of coupon, , redemption, or otherwise.

(b) the structure of the non-convertible redeemable preference shares in terms of dividend , redemption, or otherwise.

(2)  The approval of the stock exchange referred to in sub-regulation (1) shall be made only after:

(a) approval of the board of directors and the debenture trustee and

 obtaining consent in writing of the holders of not less than three-fourths, by value of holders of that class of securities:

Provided that the listed entity shall provide the facility of remote e-voting to facilitate such consent.

(b) after complying with the provisions of Companies Act, 2013 including approval of the consent of requisite majority of holders of that class of securities.

 (1) Without prejudice to the provisions of regulation 11, the listed entity that has listed nonconvertible debt securities or non-convertible redeemable preference shares, intends to undertake a scheme of arrangement or is involved in a scheme of arrangement under sections 230-234 and section 66 of the Companies Act, 2013, shall file the draft scheme of arrangement with the stock exchange(s), along with a non-refundable fee as specified in Schedule XI, for obtaining the No-objection letter, before filing of such scheme with the National Company Law Tribunal, in terms of the requirements specified by the Board or stock exchange(s) from time to time.

(2) The listed entity shall not file any scheme of arrangement under sections 230-234 and section 66 of the Companies Act, 2013, with the National Company Law Tribunal unless it has obtained a No-objection letter from the stock exchange(s).

(3) The listed entity shall place the No-objection letter of the stock exchange(s) before the

National Company Law Tribunal at the time of seeking approval for the scheme of arrangement in the manner as may be specified by the Board from time to time:
Provided that the validity of the No-objection letter of the stock exchange(s) shall be six months from the date of issuance, within which the draft scheme of arrangement shall be filed by the listed entity with the National Company Law Tribunal.

(4) Upon sanction of the Scheme by the National Company Law Tribunal, the listed entity shall submit such documents, to the stock exchange(s), as may be specified by the Board and/ or stock exchange(s) from time to time.

(5) The listed entity shall ensure compliance with such other requirements as may be specified by the Board from time to time.

(6) The requirements as specified under this regulation and under regulation 94A of these

regulations shall not apply to a restructuring proposal approved as part of a resolution plan by the National Company Law Tribunal under section 31 of the Insolvency Code, subject to the details being disclosed to the recognized stock exchanges within one day of the resolution plan being approved.

  1. Refer SEBI Circular dated 29.12.2021 effective from 01.02.2022 regarding Non-compliance with provisions related to continuous disclosures. To view the circular, Click Here.
  2. Refer SEBI Circular dated 13.11.2020 regarding Non-compliance with provisions related to continuous disclosures. To view the circular,Click Here
Substituted vide SEBI (Listing Obligations and Disclosure Requirements) (Fifth Amendment) Regulations, 2021 dated 07.09.2021. To view the notification, Click Here
Omitted vide SEBI (Listing Obligations and Disclosure Requirements) (Fifth Amendment) Regulations, 2021 dated 07.09.2021. To view the notification, Click Here
Omitted vide SEBI (Listing Obligations and Disclosure Requirements) (Fifth Amendment) Regulations, 2021 dated 07.09.2021. To view the notification, Click Here
Omitted vide SEBI (Listing Obligations and Disclosure Requirements) (Fifth Amendment) Regulations, 2021 dated 07.09.2021. To view the notification, Click Here
Substituted vide SEBI (Listing Obligations and Disclosure Requirements) (Fifth Amendment) Regulations, 2021 dated 07.09.2021. To view the notification, Click Here
  1. Inserted vide Notification dated 14.11.2022 regarding SEBI (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2022. To view the Notification, Click here.
  2. Refer SEBI Circular dated 17.11.2022 for operational aspects with reference to scheme(s) of arrangement by entities who have listed their NCDs/NCRPS. To view the circular, Click here
  3. Refer BSE Circular dated 21.11.2022 for operational aspects with reference to scheme(s) of arrangement by entities who have listed their NCDs/NCRPS. To view the circular, Click here.
Refer Updated SEBI Operational Circular as on 01.12.2022. To view the circular, Click Here.

SEBI (Listing Obligations and Disclosure Requirements) (Fifth Amendment) Regulations, 2021 dated 07.09.2021


SEBI Notification dated 14.11.2022 regarding SEBI (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2022.


BSE Circular dated 21.11.2022 regarding Scheme(s) of Arrangement by entities who have listed their Non-convertible Debt securities (NCDs)/ Non-convertible Redeemable Preference shares (NCRPS).


SEBI Circular dated 04.08.2022 regarding enhanced guidelines for debenture trustees and listed issuer companies on security creation and initial due diligence


SEBI Circular dated 13.10.2020 regarding Standardisation of procedure to be followed by Debenture Trustee(s) in case of ‘Default’ by Issuers of listed debt securities


SEBI Circular dated 13.11.2020 regarding Non-compliance with provisions related to continuous disclosures


SEBI Circular dated 17.11.2022 regarding Scheme(s) of Arrangement by entities who have listed their Non-convertible Debt securities (NCDs)/ Non-convertible Redeemable Preference shares (NCRPS)


SEBI Circular dated 29.12.2021 regarding non-compliance with provisions related to continuous disclosures


Updated SEBI Operational Circular dated 01.12.2022


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