FIDC Seeks Amendment in SEBI Norms for NCDs

The Finance Industry Development Council has asked the securities market regulator to amend the SEBI (Issue and Listing of Debt Securities) Regulations, for removal of the requirement for 3 years' audited financials, in case of private placement of non-convertible debentures (NCDs) to help new companies raise liquidity amid the current crisis.

In the letter to Securities and Exchange Board of India Chairman Ajay Tyagi, the industry body of assets and loan financing NBFCs said that over the past several years, the listed NCD market has opened up to smaller corporates and financial institutions and more recently, the NCD markets have become a saviour of mid-sized NBFCs that reach the hinterlands of India to deliver much needed debt funding to small households and micro-enterprises across semi-urban and rural pockets.

It noted that the ILDS regulations, in their current form, would not permit project special purpose vehicles (SPV) to raise debt through the NCD route either, as such SPVs would typically require debt at the initial stages.

Noting that the TLTRO and the Partial Credit Guarantee schemes were intended to be a boon for small and mid-sized NBFCs, where the flow of funds had dried up post the onset of Covid, the letter written by FIDC Director-General Mahesh Thakkar said: "However, if younger NBFCs are denied access to these funds and that too in this difficult environment, the effect on their client base could be catastrophic."

"We respectfully submit that the said SEBI ILDS regulations be amended for private placement of NCDs, as such NCDs are directed towards sophisticated investors that will be able to make a distinction between issuers, based on the intensive disclosures that are required under SEBI regulations for such issuances," it said.

The letter said that given the unprecedented disruption due to the Covid-19 pandemic, entities across the spectrum, especially NBFCs, are grappling with negative investor sentiment and removing a source of liquidity could have a catastrophic effect.

"Considering the urgency of the matter, FIDC seeks an amendment of the SEBI ILDS regulations, removing the requirement for 3 years' audited financials, in case of private placement of NCDs," it said.