Listing agreements for bonds and debentures are likely to be reviewed to confirm to the new disclosure norms laid out by the Securities and Exchange Board of India.
According to merchant banking sources close to development, the National Stock Exchange and Bombay Stock Exchange are taking a relook at their listing norms to alleviate debt issuers' problems relating to unlisted debt.
Sources maintained that the revision of the listing agreement is routine and will be done as and when things are cleared by Sebi.
Both exchanges are in talks with the markets regulator in this matter, sources said. The exchanges are awaiting further clarifications from the regulator as various trade bodies such as the Fixed Income Brokers' Association, Fixed Income and Money Market Association of India, Association of Mutual Funds and corporates have asked the Sebi to relax the current guidelines. Therefore no amendment can be made till the issue is sorted out, the source said.
As per the guidelines, listed companies have to list their bonds for trading in the secondary market.
The listing agreement will incorporate what additional disclosures need to be done by the corporates so as to go for new listing.
The clarifications on the disclosure are required as the circular has only specified full disclosure under section 2 of the Companies Act.
While full disclosure for equity is known as quarterly results, board meeting dates, similarly for debt, full disclosures are yet to be spelt out clearly.
After the guidelines, a relook has to be taken at the permitted category of the National Stock Exchange which accommodated semi-sovereign bond issues floated by the unlisted state or central government undertakings.
Sources said, as it appears, under the existing guidelines, the permitted category stands scrapped.
However, if the Sebi circular has to be made valid for future issues, the permitted category will be valid for the old unlisted bonds.
The changes to be included in the new agreement might include a provision for the offer document to be scrutinised either by the exchange or by merchant bankers.
Earlier, offer documents submitted for listing need not be vetted by merchant bankers or anybody for that matter.
Similarly, following the corporate plea, if a umbrella prospectus will be allowed for a series of issues as in case of financial institutions or validity for rating period will be enlarged, similar provisions need to be maintained.
