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Informist, Wednesday, Dec. 17, 2025

 

--SEBI eases threshold for identifying high-value debt listed entities 

 

MUMBAI – The Securities and Exchange Board of India Wednesday has relaxed the threshold for identifying high-value debt listed entities to those having outstanding non-convertible debt of INR 50 billion from current INR 10 billion or more, with the aim to facilitate ease of doing business. "This will make it easier for regulated entities like NBFCs (non-banking finance companies), HFCs (housing finance companies), ARCs (asset reconstruction companies), insurance companies and REITS (real estate investment trusts) to raise funds through corporate bond issuance," the regulator said in a press release after its board meeting Wednesday.

 

The board also approved proposals to align corporate governance norms applicable for high-value debt listed entities with recent amendments to corporate governance norms applicable to equity listed entities "by way of amending SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with a view to facilitate ease of doing business," as per the release. Further, it said the financial term 'income' has been substituted by the term 'turnover' in Regulation 62L(1), for defining material subsidiary thresholds.

 

Further, the board said prior approval of shareholders by way of special resolution will be required for continuation of directorship of non-executive director beyond the age of 75 years. "Time taken for regulatory, statutory or government approvals will be excluded from the timeline specified for obtaining shareholder approval for appointment or reappointment of director of a HVDLE (high-value debt listed entities). There will be exemption from obtaining shareholder approval for nominee directors of financial sector regulators or Debenture Trustee or those appointed by Court or Tribunal."

 

The high-value debt listed entities do not require approval of shareholders for sale of assets of a material subsidiary to another subsidiary, as long as the assets are within the group. "Additional time has been provided by permitting three months for filling up the vacancy of KMPs (key managerial personnels) subject to having at least one fulltime KMP for companies coming out of corporate insolvency resolution process to ensure compliance with LODR (listing obligations and disclosure requirements)." The board has also introduced provisions related to appointment, reappointment, removal and disqualifications for secretarial auditor of such entities.

 

The above proposals were made to the board after holding public consultation on a consultation paper issued on Oct. 27 and based on the recommendations of the corporate bonds and securitisation advisory committee of SEBI, it said.  End

 

Reported by J. Navya Sruthi and Anjana Therese Antony

Edited by Tanima Banerjee

 

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