Consultation Paper on Corporate Governance norms for High Value Debt Listed Entities

Brief Overview:

A consultation paper has been floated to make certain significant regulatory changes to the corporate governance of High Value Debt Listed Entities (“HVDLEs”).

Technical Details:

Key changes proposed by way of amendment are:

1)   If a HVDLE has:

(a)  Only listed non-convertible debt securities; and

(b)  90% or more of the shareholders of the HVDLE are related parties.

Then, the debenture holders holding the listed non-convertible debt securities shall:

(a)  Receive a copy of agenda items when a general meeting in which Related Party Transactions (“RPTs”) are on the agenda and will be placed for approval of the shareholders;

(b)  Object, if need be, within 7 days from receipt of such copy of agenda item;

HVDLE shall have the responses received scrutinised by a practicing company secretary (“PCS”). If the objections are received from debenture holders holding 75% or more in value, subject to number of responses received, the board of directors of the HVDLE shall withdraw the agenda item. In case no response is received from the debenture holders, then based on the certificate received from the PCS, the RPT agenda can be placed before the shareholders for voting. The detailed timelines are also prescribed by SEBI.

2)   Corporate governance norms shall continue to apply to HVDLE till the outstanding amount of listed non-convertible debt securities falls below and remains under the specified threshold of INR 500 crores for a period of 3 consecutive financial years.

The above changes have been proposed by the Securities and Exchange Board of India vide their consultation paper dated 8th February 2023 titled ‘Consultation paper on review of Corporate Governance norms for a High Value Debt Listed Entity’.

Comments are invited till 22nd February 2023.

For further details, please see:

SEBI | Consultation Paper – HVDLE

For any queries / clarifications, please feel free to ping us and we will be happy to chat:

Ms. Apurva Kanvinde (
Mr. Smit Parekh (

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