Delisting NCDs: Is the Indian debt capital market prepared?

The Securities and Exchange Board of India (Sebi) has released a consultation paper proposing a framework for delisting of Non-Convertible Debentures (NCDs) by listed entities, which includes corporates, REITs, and InvITs. The proposed regime requires unanimous consent from all NCD holders prior to delisting. The paper also raises concerns about the impact on issuers’ flexibility to raise debt and potential issues with the rights of certain investors upon delisting. Clarifications are needed to exclude REITs and InvITs from the framework. The current listing regime allows exit options for issuers and investors after one year, but the paper does not provide clarity on delisting options before this period. There could be tax implications for investors if listed NCDs are delisted. Overall, while introducing a delisting mechanism for NCDs is a positive step, the proposed framework may not be suitable for the complex regulatory landscape in India.