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Delisting of Non-convertible Debentures (NCDs) from the Bombay Stock Exchange (BSE)

August 24, 2021

About the client:

Delisting of Non-convertible Debentures (NCDs) from the Bombay Stock Exchange (BSE) was done for one of our retainer clients. R&A’s role was to initiate the process, undertake documentation, coordinate with the regulatory authorities and depository participants and complete the delisting process.

Our association and work

The company has been in the business of construction and we have been rendering Corporate Secretarial Services to them for over four years. The company had opted out for early redemption of their non-convertible debentures by exercising the call option available in the Debenture Trust Deed.

The process of delisting of Non-convertible Debentures (NCDs) involved prior approval of The Bombay Stock Exchange as per Regulation 59 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. It also called for the submission of declarations and an exhaustive list of documents to the BSE. As a part of the De-listing process, we also had to coordinate with the Depository Participant. The series of activities involved in the process are enumerated below:

  1. As a first step, we approached BSE to grant approval for the delisting of Non-convertible Debentures (NCDs).
  2. The next step was to coordinate with National Securities Depository Limited (NSDL) / Central Depository Securities Limited (CDSL) i.e., Depository Participants in getting a Debit Confirmation Letter stating that these NCDs have been redeemed by exercising the call option available in the agreement. After scrutinising the set of documents submitted to the Depository Participant, they issued a debit confirmation letter from their end confirming the redemption.
  1. We then approached BSE officials after passing the necessary Board resolution in a duly convened Board meeting for delisting of shares
  1. We coordinated with the BSE officials by submitting them the documents in support of the early redemption and other necessary declarations. Further, the BSE officials shared a checklist of documents and we ensured to submit them timely on their official email IDs giving them appropriate explanations.
  1. After scrutinizing the documents, the BSE officials responded to us asking for further clarification, and asked us to share the BSE Listing fees status. We provided clarifications and shared the statement of outstanding fees that had to be paid by the Company.
  1. On being satisfied with the submissions and clearance of outstanding dues, BSE officials delisted the instruments from their portal by publishing the Company’s name in their public notices along with the details of the NCDs.

Our experience of undertaking delisting assignments has given us considerable exposure to the critical aspects to be looked into in the process.  We have undertaken similar assignments for other companies as well and the process has been smooth & seamless.

Do write to us in case you want to know more at [email protected]

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