OPERATIONAL CIRCULAR
SEBI/HO/DDHS/P/CIR/2021/613 August 10, 2021
(updated as on April 13, 2022)
To
Issuers who have listed and/ or propose to list Non-convertible Securities,
Securitised Debt Instruments, Security Receipts, Municipal Debt Securities or
Commercial Paper1;
Recognised Stock Exchanges;
Registered Depositories;
Registered Credit Rating Agencies, Debenture Trustees, Depository
Participants, Stock Brokers, Merchant Bankers, Registrars to an Issue and
Share Transfer Agents, Bankers to an Issue;
Sponsor Banks;
Self-Certified Syndicate Banks; and
National Payments Corporation of India
Madam/ Sir,
Sub: Operational Circular for issue and listing of Non-convertible Securities,
Securitised Debt Instruments, Security Receipts, Municipal Debt Securities
and Commercial Paper
1. Vide notification no. SEBI/LAD-NRO/GN/2021/39 dated August 09, 2021, SEBI
(Issue and Listing of Non-Convertible Securities) Regulations, 2021 (hereinafter
referred to as the SEBI NCS Regulations, 2021) were notified, pursuant to merger
and repeal of the SEBI (Issue and Listing of Debt Securities) Regulations, 2008
(hereinafter referred to as the SEBI ILDS Regulations, 2008) and SEBI (Issue and
Listing of Non-Convertible Redeemable Preference Shares) Regulations, 2013
(hereinafter referred to as the SEBI NCRPS Regulations, 2013).
2. Since the notification of the SEBI ILDS Regulations, 2008 and the SEBI NCRPS
Regulations, 2013, SEBI has issued multiple circulars covering procedural and
operational aspects thereof. The process of merging these regulations into the
SEBI NCS Regulations, 2021 also entails consolidation of related existing circulars
(Annex - 1) into a single operational circular, with consequent changes. The
stipulations contained in such circulars have been detailed chapter-wise in this
operational circular. Accordingly, the circulars listed at Annex - 1 stand superseded
by this operational circular.
3. This operational circular provides a chapter-wise framework for the issuance, listing
and trading of Non-convertible Securities, Securitised Debt Instruments, Security
Receipts, Municipal Debt Securities or Commercial Paper. For ease of reference,
1Unless specified otherwise, all the chapters are applicable to an issue of Non-convertible securities;
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each chapter of this operational circular contains footnotes corresponding to the
respective erstwhile circulars.
4. While this circular covers instruments under the NCS Regulations, certain chapters
contain provisions applicable to issue of securities under the SEBI (Issue and
Listing of Securitised Debt Instruments and Security Receipts) Regulations, 2008
(hereinafter referred to as the SEBI SDI Regulations, 2008) and SEBI (Issue and
Listing of Municipal Debt Securities) Regulations, 2015 (hereinafter referred to as
the SEBI ILDM Regulations, 2015). This has been accordingly indicated in the
chapters.
5. Recognized Stock Exchanges, Depositories, other SEBI registered intermediaries,
Issuers and other stakeholders are directed to:
5.1. comply with the conditions laid down in this circular;
5.2. put in place necessary systems and infrastructure for implementation of this
circular;
5.3. make consequential changes, if any, to their respective bye-laws and
bidding portal; and
5.4. communicate and create awareness amongst stakeholders.
6. This Circular is issued in exercise of powers conferred under:
6.1. Section 11(1) of Securities and Exchange Board of India Act, 1992;
6.2. Regulation 55 of SEBI NCS Regulations, 2021;
6.3. Regulation 29 of SEBI ILDM Regulations 2015;
6.4. Regulations 48 of SEBI SDI Regulations, 2008.
7. This circular shall come into force with effect from August 16, 2021.
8. This Circular is available on SEBI website at www.sebi.gov.in under the
“Legal Framework”.
Yours faithfully,
Pradeep Ramakrishnan
General Manager
Department of Debt and Hybrid Securities
+91 – 022 2644 9246
pradeepr@sebi.gov.in
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Table of contents:
Chapter I - Application process in case of public issues of securities and timelines for
listing .......................................................................................................................... 4
Chapter II – Application form and Abridged Prospectus ........................................... 14
Chapter III – Day count convention, disclosure of cash flows and other disclosures in
the offer document ................................................................................................... 20
Chapter IV – Additional Disclosures by Non-Banking Finance Company or Housing
Finance Company or Public Financial Institution ...................................................... 22
Chapter V – Denomination of issuance and trading of Non-convertible Securities .. 26
Chapter VI - Electronic Book Provider platform ........................................................ 27
Chapter VII - Standardization of timelines for listing of securities issued on a private
placement basis ....................................................................................................... 36
Chapter VIII - Specifications related to ISIN for debt securities ............................... 37
Chapter IX – Green Debt Securities ......................................................................... 40
Chapter X - Structured or market linked debt securities ........................................... 42
Chapter XI - Operational framework for transactions in defaulted debt securities post
maturity date/ redemption date ................................................................................. 45
Chapter XII - Fund raising by issuance of debt securities by large corporate ........... 49
Chapter XIII - Issuance, listing and trading non-equity regulatory capital ................. 57
Chapter XIV – Centralized Database for corporate bonds/ debentures ................... 58
Chapter XV – Reporting of primary issuances ......................................................... 84
Chapter XVI – Reporting of trades ........................................................................... 86
Chapter XVII - Listing of Commercial Paper ............................................................. 90
Chapter XVIII – Additional interest for non-payment of interest/ redemption ............ 96
Chapter XIX – Publishing Investor Charter and Disclosure of Complaints by Merchant
Bankers on their Websites ....................................................................................... 97
Chapter XX - Bank account details for payment of fees ......................................... 115
Glossary ................................................................................................................. 119
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Chapter I - Application process in case of public issues of securities and
timelines for listing2
[See Regulations 34, 35 and Clause 2.2.28 of Schedule I of SEBI NCS Regulations, 2021,
Regulation 10 and Clause 7(h) of Schedule I of SEBI ILDM Regulations, 2015 and Regulation
31 of SEBI SDI Regulations, 2008]
Applicability:
The provisions under this chapter shall be applicable for public issues of securities
under SEBI NCS Regulations, 2021, SEBI ILDM Regulations, 2015 and SEBI SDI
Regulations, 2008.
Procedure for making application through ASBA mechanism:
1. Investors applying in a public issue shall use ASBA facility for making payment:
1.1. by either writing their bank account numbers and authorising the banks to make
payment in case of allotment by signing the application forms; or
1.2. mentioning UPI ID in order to block the funds. The investor may utilize the UPI
mechanism to block the funds for application value up to Rs. 5 lakh3 per
application.
2. Modes of application in public issue of securities: An investor may apply for
public issue of securities through any of the following modes:
2.1. Through SCSBs or intermediaries (viz. syndicate members, registered stock
brokers, registrar and transfer agent and depository participants):
a) An investor may submit the bid-cum-application form, with ASBA as the sole
mechanism for making payment, physically at the branch of a SCSB, i.e.
investor’s bank. For such applications, the SCSB shall upload the bid on
the stock exchange bidding platform and block funds in the investor’s
account.
b) An investor may submit the completed bid-cum-application form to
intermediaries mentioned above along with details of his/ her bank account
for blocking of funds. The intermediary shall upload the bid on the stock
exchange bidding platform and forward the application form to a branch of
a SCSB for blocking of funds.
2CIR/DDHS/P/121/2018 dated August 16, 2018; and SEBI/HO/DDHS/CIR/P/2020/233 dated November
23, 2020;
3Modified vide SEBI/HO/DDHS/P/CIR/2022/0028 dated March 8, 2022. Prior to the amendment, the
clause read as under:
“mentioning UPI ID in order to block the funds. The investor may utilize the UPI mechanism to block the
funds for application value up to Rs. 2 lakh per application.”
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c) An investor may submit the bid-cum-application form with a SCSB or the
intermediaries mentioned above and use his/ her bank account linked UPI
ID for the purpose of blocking of funds, if the application value is Rs. 5 lakh4
or less. The intermediary shall upload the bid on the stock exchange bidding
platform. The application amount would be blocked through the UPI
mechanism in this case.
2.2. Through stock exchanges (App/ Web interface): An investor may submit the
bid-cum-application form through the App or web interface developed by stock
exchanges wherein the bid is automatically uploaded onto the stock exchange
bidding platform and the amount is blocked using the UPI mechanism.
3. Role of SCSBs and intermediaries:
3.1. The SCSBs or the above-mentioned intermediaries shall, at the time of receipt
of the application, provide an acknowledgement to the investor, by giving the
counter foil or specifying the application number to the investor, as proof of
having accepted the application form, in physical or electronic mode,
respectively.
3.2. For applications submitted by investors to SCSBs: After accepting the form, the
SCSB shall capture and upload details in the electronic bidding system as
specified by the stock exchange(s) and may begin blocking of funds available
in the bank account specified in the form, to the extent of the application money
specified.
3.3. For applications submitted by investors to other intermediaries: After accepting
the application form, the respective intermediary shall capture and upload
details in the electronic bidding system as specified by the stock exchange(s).
3.4. SCSBs shall carry out further action for ASBA forms such as signature
verification, blocking of funds etc. and forward these forms to the registrar to
the issue.
3.5. The SCSBs or intermediaries shall guide investors in making applications in
public issues and are advised to take necessary steps to ensure compliance in
this regard.
3.6. SCSBs are advised to ensure that they shall block the application amount only
against/ in a funded deposit account and ensure that clear demarcated funds
are available.
4Modified vide SEBI/HO/DDHS/P/CIR/2022/0028 dated March 8, 2022. Prior to the amendment, the
clause read as under:
“An investor may submit the bid-cum-application form with a SCSB or the intermediaries mentioned
above and use his/ her bank account linked UPI ID for the purpose of blocking of funds, if the application
value is Rs. 2 lakh or less. The intermediary shall upload the bid on the stock exchange bidding platform.
The application amount would be blocked through the UPI mechanism in this case.”
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3.7. SCSBs are also advised to ensure that for making applications on own account
using ASBA facility, they should have a separate account in own name with
any other SEBI registered SCSBs. Such account shall be used solely for the
purpose of applying in public issues and clear demarcated funds should be
available in such account for ASBA applications.
4. Role of the stock exchanges:
4.1. Stock exchange(s) shall allow modification of selected fields viz. DP ID/ Client
ID or PAN (Either DP ID/ Client ID or PAN can be modified but not both), bank
code and location code in the bid details already uploaded, on a daily basis
within the timeline as specified.
4.2. Stock exchanges shall have systems to facilitate investors to view the status of
their public issue applications on their websites; and to send the details of
applications and allotments through SMS and e-mail alerts to the investors.
5. Role of entities/ mechanisms part of the public issue process using UPI:
5.1. NPCI, a RBI initiative, is an umbrella organization for all retail payments in
India. It has been set up with the guidance and support of the RBI and IBA;
5.2. UPI is an instant payment system developed by NPCI. It enables merging
several banking features, seamless fund routing & merchant payments into one
hood. UPI allows instant transfer of money between any two persons’ bank
accounts using a payment address which uniquely identifies a person's bank
account.
5.3. Sponsor Bank means a Banker to the Issue registered with SEBI which is
appointed by the Issuer to act as a conduit between the stock exchanges and
the NPCI in order to push the mandate collect requests and/ or payment
instructions of investors5 into the UPI.
6. Validation by stock exchanges and depositories:
6.1. The details of investor viz. PAN, DP ID/ Client ID, entered on the stock
exchange platform at the time of bidding, shall be validated by the stock
exchange(s) with the Depositories on real time basis.
6.2. Stock exchanges and Depositories shall put in place necessary infrastructure
for this purpose.
5Modified vide SEBI/HO/DDHS/P/CIR/2022/0028 dated March 8, 2022. Prior to the amendment, the
clause read as under:
“Sponsor Bank means a Banker to the Issue registered with SEBI which is appointed by the Issuer to
act as a conduit between the stock exchanges and the NPCI in order to push the mandate collect
requests and/ or payment instructions of the retail investors into the UPI.”
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7. Other requirements:
7.1. Stock exchanges shall update demand data on working days on their websites
which shall include all the UPI (accepted/ pending) and ASBA bids.
7.2. The details of commission and processing fees payable to each intermediary
and the timelines for payment shall be disclosed in the offer document.
7.3. The intermediaries shall provide necessary guidance to their investors in use
of UPI while making applications in public issues.
7.4. Stock exchanges shall formulate and disclose the operational procedure for
applying through the app/ web based interface developed by them in order to
apply in public issue on their websites.
7.5. The merchant banker shall ensure that the process of applying through the
App/ web interface developed by the stock exchanges as well as the additional
payment mechanism through UPI is disclosed in the offer document.
7.6. All entities involved in the process are advised to take necessary steps to
ensure compliance with this circular.
8. The character length for each of fields of the schedule to be forwarded by the
intermediaries along with each application form to the designated branches of the
respective SCSBs for blocking of funds shall be uniformly prescribed by the stock
exchange(s) and the format of the schedule shall be as under:
Table 1: Format of the character length of the fields of the schedule
Field number Details
1 Symbol
2 Bid Date
3 Intermediary Code
4 Intermediary name
5 Bank code
6 Bank name
7 Location Code
8 Application No.
9 Category
10 PAN
11 DP ID
12 Client ID
13 Quantity
14 Series
15 Amount
16 Stock exchange
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9. Further modalities in relation to UPI Process:
9.1. Bidding and validation process:
a) Before submission of the application with the intermediary, the investor
would be required to have/ create a UPI ID, with a maximum length of 45
characters including the handle (example: investorid@bankname).
b) An investor shall fill in the bid details in the application form along with his/
her bank account linked UPI ID and submit the application with any of the
intermediaries or through the stock exchanges App/ Web interface.
c) The intermediary, upon receipt of form, shall upload the bid details along
with the UPI ID on the stock exchange bidding platform using appropriate
protocols.
d) Once the bid has been entered on the bidding platform, the stock exchange
shall undertake validation of the PAN and demat account combination
details of investor with the depository.
e) The depository shall validate the aforesaid PAN and demat account details
on a near real time basis and send response to stock exchange which would
be shared by stock exchange with intermediary through its platform, for
corrections, if any.
f) Once the bid details are uploaded on the stock exchange platform, the stock
exchange shall send a SMS to the investor regarding submission of his/ her
application, at the end of day, during the bidding period. For the last day of
bidding, the SMS may be sent the next working day.
9.2. The Block process:
a) Post undertaking validation with the depository, the stock exchange shall,
on a continuous basis, electronically share the bid details along with
investors UPI ID, with the sponsor bank appointed by the issuer.
b) The Sponsor Bank shall initiate a mandate request on the investor i.e.
request the investor to authorize blocking of funds equivalent to application
amount and subsequent debit of funds in case of allotment.
c) The request raised by the sponsor bank, would be electronically received
by the investor as a SMS/ intimation on his/ her mobile number/ mobile app,
associated with the UPI ID linked bank account.
d) The investor shall be able to view the amount to be blocked as per his/ her
bid in such intimation. The investor shall be able to view an attachment
wherein the public issue bid details submitted by investor will be visible.
After reviewing the details properly, the investor shall be required to
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proceed to authorize the mandate. Such mandate raised by the sponsor
bank would be a one-time mandate for each application in the public issue.
e) An investor is required to accept the UPI mandate latest by 5 pm on the
third working day from the day of bidding on the stock exchange platform
except for the last day of the issue period or any other modified closure date
of the issue period in which case, he/ she is required to accept the UPI
mandate latest by 5 pm the next working day.
f) An investor shall not be allowed to add or modify the bid(s) of the application
except for modification of either DP ID or Client ID or PAN but not both.
However, the investor can withdraw the bid(s) and reapply.
g) For mismatch bids, on successful validation of PAN and DP ID or Client ID
combination during T+1 modification session, such bids will be sent to
sponsor bank for further processing by the Exchange on T+1 day till 1pm.
h) The facility of re-initiation/ resending the UPI mandate shall be available
only till 5 pm on the day of bidding.
i) Upon successful validation of block request by the investor, as above, the
said information would be electronically received by the investors’ bank,
where the funds, equivalent to application amount, would get blocked in
investors account. Intimation regarding confirmation of such block of funds
in investors account would also be received by the investor.
j) The information containing status of block request (e.g. accepted/ decline/
pending) would also be shared with the sponsor bank, which in turn would
be shared with the stock exchange. The block request status would also be
displayed on the stock exchange platform for information of the
intermediary.
k) The information received from the sponsor bank, would be shared by the
stock exchange with the RTA in the form of a file for the purpose of
reconciliation.
10. Post issue closure:
10.1. Post closure of the offer, the stock exchange shall share the bid details with
RTA. Further, the stock exchange shall also provide the RTA, the final file
received from the sponsor bank, containing status of blocked funds or
otherwise, along with the bank account details with respect to applications
made using UPI ID.
10.2. The allotment of securities shall be done within five working days of the issue
closure as detailed in the table above.
10.3. The RTA, based on information of bidding and blocking received from the
stock exchange, shall undertake reconciliation of the bid data and block
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confirmation corresponding to the bids by all investor category applications
(with and without the use of UPI) and prepare the basis of allotment.
10.4. Upon approval of the basis of allotment, the RTA shall share the ‘debit’ file
with sponsor bank (through stock exchange) and SCSBs, as applicable, for
credit of funds in the public issue account and unblocking of excess funds in
the investor’s account. The sponsor bank, based on the mandate approved
by the investor at the time of blocking of funds, shall raise the debit/ collect
request from the investor’s bank account, whereupon funds will be
transferred from investor’s account to the public issue account and remaining
funds, if any, will be unblocked without any manual intervention by investor
or their bank.
10.5. Upon confirmation of receipt of funds in the public issue account, the
securities would be credited to the investor’s account. The investor will be
notified for full/ partial allotment. For partial allotment, the remaining funds
would be unblocked. For no allotment, mandate would be revoked and
application amount would be unblocked for the investor.
10.6. Thereafter, stock exchanges will issue the listing and trading approval.
11. Role of issuer, registrar, stock exchange, intermediaries and collecting
bank:
11.1. Issuer:
a) Issuer shall use an on-line app based/ web based platform provided by
stock exchange(s) for receiving applications in public issue of debt
securities.
b) For this purpose, the issuer and the stock exchange shall enter into an
arrangement which shall contain the inter se rights, duties, responsibilities
and obligations of the issuer and stock exchange(s) and provide for a
dispute resolution mechanism between the issuer and the stock
exchange(s).
c) Issuer shall maintain a single escrow account for collecting application
money through all the methods. The sponsor bank appointed by the issuer
may be the same bank with whom the public issue account has been
opened.
d) Issuer shall appoint one of the SCSBs as sponsor bank to act as conduit
between the stock exchanges and NPCI in order to push mandate, collect
requests and/ or payment instructions of the investors in the UPI.
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11.2. Registrar:
a) The registrar shall have an online or system driven interface with the
stock exchange platform to get updated information/ data/ files pertaining
to issue.
b) The registrar shall collect aggregate applications details from the stock
exchanges platform to decide the eligible applications and process the
allotment as per applicable SEBI Regulations.
c) An application without valid application amount shall be treated as invalid
application by the Registrar.
d) The registrar shall credit securities to all valid allottees.
e) The registrar shall ensure refund of application amount or excess
application amount in the bank account of the applicant as stated in its
demat account.
11.3. Stock exchanges:
a) Stock exchanges shall provide a platform for making applications
through:
i. Intermediaries; and
ii. App based/ web interface applications from investors with UPI mode
for blocking the mode for application value up to Rs. 5 lakh6.
b) The stock exchanges shall be responsible for:
i. accurate, timely and secured transmission of the electronic application
file uploaded by all participants on the online platform, to the Registrar;
and
ii. disseminating the issue information on the stock exchange website on
a periodic basis across all categories.
c) Notwithstanding the responsibility of the intermediaries as laid down in
SEBI Regulations, the stock exchange shall be responsible for
addressing investor grievances arising from applications submitted
online through the App based/ web interface platform of stock exchange
or through their Trading Members.
6Modified vide SEBI/HO/DDHS/P/CIR/2022/0028 dated March 8, 2022. Prior to the amendment, the
clause read as under:
“App based/ web interface applications from investors with UPI mode for blocking the mode for
application value up to Rs. 2 lakh.”
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d) Intermediaries:
i. The intermediaries shall be responsible for addressing any investor
grievances arising from the applications uploaded by them in respect
of quantity, price or any other data entry or other errors made by them.
ii. If the intermediary has not entered any details correctly on the stock
exchanges platform and it results on the mismatch with the data
obtained by the registrar from the Intermediary shall be responsible for
rejection of such applications.
e) Collecting Bank:
The Collecting Bank shall be responsible for addressing any investor
grievances arising from non-confirmation of funds to the Registrar
despite successful realization of the payment instrument in favour of the
issuer’s Escrow Account, or any delay or operational lapse by the
Collecting Bank in sending the forms to the Registrar.
Timelines:
12. The SCSBs, stock exchanges, depositories, intermediaries, NPCI and Sponsor
Bank shall co-ordinate to ensure completion of listing (through public issue) and
commencement of trading of non-convertible securities, municipal debt securities
and securitised debt instrument, within T+6 working days from the date of closure
of issue as under:
Table 2: Timelines from issue closure till listing
Sl. Details of activities Due date
No. (working day)
1 Issue closes T (Issue
closing date)
2 a) Stock exchange(s) shall allow modification of selected
fields (till 01:00 PM) in the bid details already uploaded.
b) Registrar to get the electronic bid details from the stock
exchanges by end of the day.
c) SCSBs to continue blocking of funds.
d) Designated branches of SCSBs may not accept schedule T+1
and applications after T+1 day.
e) Registrar to give bid file received from stock exchanges
containing the application number and amount to all the
SCSBs who may use this file for validation/ reconciliation
at their end.
3 a) Issuer, merchant banker and registrar to submit relevant
documents to the stock exchange(s) except listing
application, allotment details and demat credit and refund
T+2
details for the purpose of listing permission.
b) SCSBs to send confirmation of funds blocked (final
certificate) to the registrar by end of the day.
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Sl. Details of activities Due date
No. (working day)
c) Registrar shall reconcile the compiled data received from
the stock exchange(s) and all SCSBs (hereinafter referred
to as the “reconciled data”).
d) Registrar to undertake “Technical Rejection” test based
on electronic bid details and prepare list of technical
rejection cases.
4 a) Finalization of technical rejection and minutes of the
meeting between issuer, lead manager, registrar.
b) The allotment in the public issue of securities should be
made on the basis of date of upload of each application
into the electronic book of the stock exchange. However,
on the date of oversubscription and thereafter, the
allotments should be made to the applicants on
proportionate basis.
T+3
c) Registrar shall finalise the basis of allotment and submit it
to the designated stock exchange for approval.
d) Designated stock exchange to approve the basis of
allotment.
e) Registrar to prepare funds transfer schedule based on
approved basis of allotment.
f) Registrar and merchant banker to issue funds transfer
instructions to SCSBs.
5 a) SCSBs to credit the funds in public issue account of the
issuer and confirm the same.
b) Issuer shall make the allotment.
c) Registrar/ issuer to initiate corporate action for credit of
debt securities, NCRPS, municipal debt securities and
SDIs to successful allottees.
d) Issuer and registrar to file allotment details with T+4
designated stock exchange(s) and confirm all formalities
are complete except demat credit.
e) Registrar to send bank-wise data of allottees, amount due
on debt securities, municipal debt securities, NCRPS and
SDIs allotted, if any, and balance amount to be unblocked
to SCSBs.
6 a) Registrar to receive confirmation of demat credit from
depositories.
b) Issuer and registrar to file confirmation of demat credit and
issuance of instructions to unblock ASBA funds, as
applicable, with stock exchange(s).
c) The lead manager(s) shall ensure that the allotment,
credit of dematerialised debt securities, municipal debt
securities, NCRPS, SDIs and refund or unblocking of T+5
application monies, as may be applicable, are done
electronically.
d) Issuer to make a listing application to stock exchange(s)
and stock exchange(s) to give listing and trading
permission.
e) Stock exchange(s) to issue commencement of trading
notice.
7 Trading commences T+6
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Chapter II – Application form and Abridged Prospectus7
[See Regulation 32 and Part B of Schedule I of the SEBI NCS Regulations, 2021]
Application Form:
1. The following shall be applicable with respect to the application form to be filled up
by the investor in case of public issue:
1.1. Application form shall be printed on A4 size sheets. The illustrative format of the
application forms to be filled by Resident and NRI, are placed at Annex - IIA
and Annex – IIB, respectively. Certain sections in the forms are pre-filled for
illustrative purpose.
1.2. No change shall be carried out in spacing, placement or in data fields in the
application form except for the following:
a) The number of columns for providing different series details is illustrative and
may vary depending upon the terms of the issue;
b) Investor Categories and sub-categories, depending upon the type of issue.
c) Details to be provided under issue structure may vary depending upon the
terms of the issue;
2. The payment details in the application-cum-bidding-form including the
acknowledgement slip shall include UPI ID with maximum length of 45 characters.
3. The overleaf of the application form shall include the following:
3.1. UPI mechanism for blocking funds would be available for application value upto
Rs. 5 lakh8;
3.2. Bidder’s undertaking and confirmation to include blocking of funds through UPI
mode; and
3.3. Instructions with respect to payment/ payment instrument to include instructions
for blocking of funds through UPI mode.
7CIR/IMD/DF-1/19/2012 dated July 25, 2012; and SEBI/HO/DDHS/CIR/P/2020/233 dated November
23, 2020;
8Modified vide SEBI/HO/DDHS/P/CIR/2022/0028 dated March 8, 2022. Prior to the amendment, the
clause read as under:
“UPI mechanism for blocking funds would be available for application value upto Rs. 2 lakh.”
Page 14 of 121
Abridged Prospectus:
4. The abridged prospectus shall be in the format as specified in Part B of Schedule I
of the SEBI NCS Regulations, 2021. The following shall be ensured with respect to
the abridged prospectus annexed to the application form:
4.1. The abridged prospectus shall be printed:
a) on A4 size sheets;
b) in Times New Roman font with font size of not less than 11; and
c) with a line spacing not less than 1.00 lines and normal character spacing
with 100% scale without condensing.
4.2. A larger font size may be used, if required, for different heads of information. All
major heads shall be in uppercase and bold and in boxes. The first level
subheads shall be in bold and in boxes. The other levels of sub-heads shall be
bold and underlined.
4.3. The order of the contents in the abridged prospectus shall not be changed. The
numbering shall be either continuous or with different types of numbering for
different heads/ sub-heads.
4.4. The abridged prospectus shall be so positioned that on the tearing-off of the
application form, no part of the information given in the abridged prospectus is
mutilated.
4.5. Tabular formats and pointers may be used wherever possible for efficient
understanding. Instructions for filling up the form, payment instructions and risk
factors shall be in pointers and every pointer shall be in a new line.
4.6. Any information which is important for the investor but has not been included in
any of the heads, may be included under the section, ‘any other information’.
4.7. Risk factors shall be so provided that they convey the risks associated with the
issue in brief.
4.8. A reference may be made to the offer document wherever necessary.
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Annex – IIA: Application form for Resident Applicant
Page 16 of 121
Page 17 of 121
Annex – IIB: Application form for NRI Applicant
Page 18 of 121
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Chapter III – Day count convention, disclosure of cash flows and other
disclosures in the offer document9
[See Regulation 14, Clause 2.2.27 of Schedule I and Clause 2.3.22 of Schedule II of SEBI
NCS Regulations, 2021]
1. The cash flows emanating from the non-convertible securities according to the day
count convention (Actual/ Actual) shall be mentioned in the offer document, by way
of an illustration.
2. For the purpose of standardization, if the coupon/ dividend payment date of the
non- convertible securities falls on a Sunday or a holiday, the coupon payment shall
be made on the next working day. However, the dates of the future payments would
continue to be as per the schedule originally stipulated in the offer document.
3. If the maturity date of the debt securities, falls on a Sunday or a holiday, the
redemption proceeds shall be paid on the previous working day.
4. In order to ensure consistency, a uniform methodology shall be followed for
calculation of interest/ dividend payments in the case of leap year. If a leap year
(i.e. February 29) falls during the tenor of a security, then the number of days shall
be reckoned as 366 days (Actual/ Actual day count convention) for the entire year,
irrespective of whether the interest/ dividend is payable annually, half yearly,
quarterly or monthly.
5. A sample illustration is given below:
Table 1: Illustration depicting computation of days regarding coupon and redemption
Name of the issuer XYZ Limited
Face Value (per security) 10,00,000
Tranche Issue date/ Date of allotment Monday, December 14, 2020
Date of redemption Sunday, December 14, 2025
Tenure and coupon rate 5 years; 8.95% p.a.
Frequency of the interest/ dividend Annually; First interest/ dividend shall become
payment (with specified dates) payable on December 14, 2021 and subsequently
on 14th December every year, till maturity/
redemption.
Day Count Convention Actual/ Actual
Cash Flows Day and date for coupon/ Number of days Amount (in
redemption becoming due for denominator Rupees)
1st Coupon Tuesday, December 14, 2021 365 89,500
2nd Coupon Wednesday, December 14, 2022 365 89,500
3rd Coupon Thursday, December 14, 2023 365 89,500
4th Coupon Monday, December 16, 2024 366 89,500
5th Coupon Friday, December 12, 2025 365 89,500
Principal Friday, December 12, 2025 - 10,00,000
Total - 14,47,500
9CIR/IMD/DF/18/2013 dated October 29, 2013; CIR/IMD/DF/12/2014 dated June 17, 2014; and
CIR/IMD/DF-1/122/2016 dated November 11, 2016;
Page 20 of 121
In the above illustration, the year 2024 being a leap year has 29 days in February
2024. This implies that 366 days would be reckoned as the denominator (Actual/
Actual), for payment of interest/ dividend. Further, December 14, 2024 falls on a
Saturday which being the second Saturday will be a banking holiday. Hence, the
4th coupon payment shall be made on the next working day i.e. December 16, 2024.
However, the calculation for payment of interest shall be only till December 13,
2024, which would have been the case if December 14, 2024 was not a holiday.
This shall not affect the subsequent coupon payment and it shall continue to fall
due on December 14, 2025, i.e. original coupon payment schedule. However, since
December 14, 2025 falls on a Sunday, the redemption (i.e. principal and the 5th/
last coupon payment) shall be made on the previous working day i.e. on December
12, 2025.
6. Other disclosures: The issuer shall make the following additional disclosures in
the offer document in case of public issue:
6.1. Provisions relating to fictitious applications;
6.2. Declaration by board of directors that the underwriters, if any, have sufficient
resources to discharge their respective obligations;
6.3. Reservation in the issue, if any;
6.4. Utilization details regarding the previous issues of the issuer as well as its
group companies, for the past 3 years;
6.5. Benefit/ interest accruing to promoters/ directors out of the object of the issue;
and
6.6. Details regarding material contracts other than the contracts entered in the
ordinary course of business and the material contracts entered within the
previous two years.
Page 21 of 121
Chapter IV – Additional Disclosures by Non-Banking Finance Company or
Housing Finance Company or Public Financial Institution10
[See Regulation 25(4), Clause 2.2.9 of Schedule I and Clause 2.3.15 of Schedule II of SEBI
NCS Regulations, 2021]
A. Disclosures by NBFC or HFC or PFI, in a public issue:
1. In case the issuer is a NBFC or HFC or PFI and the objects of the public issue
entail loan to any entity which is a ‘Group Company’, then disclosures shall be
made in the following format:
Table 1: Disclosure by NBFC or HFC or PFI with respect to “Group Company”
Sl. Name of Amount of advances/ exposures to such Percentage of exposure
No. borrower borrower (group company) (Rs. crore) = (A)/ Total AUM
(A)
B. Disclosures by NBFC or HFC, in a public issue or private placement:
2. Details with regard to the lending done by the issuer out of the issue proceeds of
debt securities in last three years, including details regarding the following:
2.1. Lending policy: Should contain overview of origination, risk management,
monitoring and collections;
2.2. Classification of loans/ advances given to associates, entities/ person relating
to board, senior management, promoters, others, etc.;
2.3. Classification of loans/ advances given, according to type of loans,
denomination of loan outstanding by loan to value, sectors, denomination of
loans outstanding by ticket size, geographical classification of borrowers,
maturity profile etc.;
2.4. Aggregated exposure to the top 20 borrowers with respect to the
concentration of advances, exposures to be disclosed in the manner as
prescribed by RBI in its stipulations on Corporate Governance for NBFCs or
HFCs, from time to time;
2.5. Details of loans, overdue and classified as non-performing in accordance with
RBI stipulations;
3. In order to allow investors to better assess the debt securities issued by the NBFC/
HFC, the following disclosures shall also be made by such issuers in their offer
documents:
10CIR/IMD/DF/ 12 /2014 dated June 17, 2014; and CIR/IMD/DF/6/2015 dated September 15, 2015;
Page 22 of 121
3.1. A portfolio summary with regard to industries/ sectors to which borrowings have
been made;
3.2. NPA exposures of the issuer for the last three financial years (both gross and
net exposures) and provisioning made for the same as per the last audited
financial statements of the issuer;
3.3. Quantum and percentage of secured vis-à-vis unsecured borrowings made;
and
3.4. Any change in promoters’ holdings during the last financial year beyond the
threshold, as prescribed by RBI.
C. NBFCs shall provide disclosures on the basis of the following draft template:
4. Classification of loans/ advances given according to:
4.1. Type of loans:
Table 2: Details of types of loans
Sl. No. Type of loans Rs. crore
1 Secured
2 Unsecured
Total assets under management (AUM)*^
*Information required at borrower level (and not by loan account as customer may have multiple
loan accounts); ^Issuer is also required to disclose off balance sheet items;
4.2. Denomination of loans outstanding by loan-to-value:
Table 3: Details of LTV
Sl. No. LTV (at the time of origination) Percentage of AUM
1 Upto 40%
2 40-50%
3 50-60%
4 60-70%
5 70-80%
6 80-90%
7 >90%
Total
Page 23 of 121
4.3. Sectoral exposure:
Table 4: Details of sectoral exposure
Percentage
Sl. No. Segment-wise break-up of AUM
of AUM
1 Retail
A Mortgages (home loans and loans against property)
B Gold loans
C Vehicle finance
D MFI
E MSME
F Capital market funding (loans against shares, margin funding)
G Others
2 Wholesale
A Infrastructure
B Real estate (including builder loans)
C Promoter funding
D Any other sector (as applicable)
E Others
Total
4.4. Denomination of loans outstanding by ticket size*:
Table 5: Details of outstanding loans category wise
Sl. No. Ticket size (at the time of origination) Percentage of AUM
1 Upto Rs. 2 lakh
2 Rs. 2-5 lakh
3 Rs. 5 - 10 lakh
4 Rs. 10 - 25 lakh
5 Rs. 25 - 50 lakh
6 Rs. 50 lakh - 1 crore
7 Rs. 1 - 5 crore
8 Rs. 5 - 25 crore
9 Rs. 25 - 100 crore
10 >Rs. 100 crore
Total
* Information required at the borrower level (and not by loan account as a customer may have
multiple loan accounts);
4.5. Geographical classification of borrowers:
Table 6: Top 5 states borrower wise
Sl. No. Top 5 states Percentage of AUM
1
2
3
4
5
Total
Page 24 of 121
4.6. Details of loans overdue and classified as non-performing in accordance with
RBI’s stipulations:
Table 7: Movement of gross NPA Table 8: Movement of provisions for NPA
Movement of provisions for
Movement of gross NPA* Rs. crore Rs. crore
NPA
Opening gross NPA Opening balance
- Provisions made during the
- Additions during the year
year
- Write-off/ write-back of
- Reductions during the year
excess provisions
Closing balance of gross
Closing balance
NPA
*Please indicate the gross NPA recognition policy (Day’s Past Due)
4.7. Segment-wise gross NPA:
Table 9: Segment wise gross NPA
Sl. No. Segment-wise gross NPA Gross NPA (%)
1 Retail
A Mortgages (home loans and loans against property)
B Gold loans
C Vehicle finance
D MFI
E MSME
Capital market funding (loans against shares, margin
F
funding)
G Others
2 Wholesale
A Infrastructure
B Real estate (including builder loans)
C Promoter funding
D Any other sector (as applicable)
E Others
Total
4.8. Residual maturity profile of assets and liabilities (in line with the RBI
format):
Table 10: Residual maturity profile of assets and liabilities
>1 >2
Up to >3 >6 >1 years >3 years
month – months >5
Category 30/31 months – months – – 3 – 5 Total
2 – 3 years
days 6 months 1 year years years
months months
Deposit
Advances
Investments
Borrowings
FCA*
FCL*
*FCA – Foreign Currency Assets; FCL – Foreign Currency Liabilities;
Page 25 of 121
Chapter V – Denomination of issuance and trading of Non-convertible Securities
[See Regulation 50(4) and Clause 2.2.e of Schedule II SEBI NCS Regulations, 2021]
1. Issuance of non-convertible securities:
1.1. The face value of each debt security or non-convertible redeemable preference
share issued on private placement basis shall be Rs. Ten lakh.
1.2. The face value of each security mentioned under Chapter V of SEBI NCS
Regulations, 2021 and Chapter 13 of this operational circular shall be Rs. One
crore.
2. Trading of non-convertible securities:
2.1. The face value of the listed debt security and non-convertible redeemable
preference share issued on private placement basis traded on a stock exchange
or OTC basis shall be Rs. Ten lakh.
2.2. The face value of listed security mentioned under Chapter V of SEBI NCS
Regulations, 2021 and Chapter 13 of this operational circular traded on a stock
exchange or OTC basis shall be Rs. One crore.
2.3. The trading lot shall always be equal to face value.
3. This chapter is not applicable for debt securities and non-convertible redeemable
preference shares issued on a public issue basis.
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Chapter VI - Electronic Book Provider platform11
[See Regulation 12 of SEBI NCS Regulations, 2021 and Regulation 16 of SEBI ILDM
Regulations, 2015]
Primary issuances through EBP platform shall comply with the stipulations
provided in this chapter.
1. The following are the eligible participants (i.e. bidders) on the EBP Platform:
1.1. QIBs as defined under Regulation 2 (ss) of SEBI (Issue of Capital and
Disclosure Requirements) Regulations, 2018 (hereinafter referred to SEBI
ICDR Regulations, 2018).
1.2. Any non-QIB investor including arranger(s), who/ which has been authorized
by the issuer, to participate in a particular issue on the EBP Platform.
2. The following issues of securities shall be made through the EBP platform:
2.1. A private placement of debt securities and NCRPS as per the provisions of
SEBI NCS Regulations, 2021, if it is:
a) a single issue, inclusive of green shoe option, if any, of Rs. 100 crore or
more;
b) a shelf issue, consisting of multiple tranches, which cumulatively amounts
to Rs. 100 crore or more, in a financial year; and
c) a subsequent issue, where aggregate of all previous issues by an issuer in
a financial year equals or exceeds Rs. 100 crore.
2.2. Issues of debt securities and NCRPS on private placement basis, irrespective
of issue size, by issuers who are in existence for less than three years, in
accordance with Clause 2.3.8 c. of Schedule II to the SEBI NCS Regulations,
2021.
2.3. The issuance of PDIs, PNCPS, PCPS, RNCPS, and instruments of similar
nature which are essentially non-equity regulatory instruments, forming part of
a bank’s or NBFC’s capital, issued as per RBI stipulations and listed under
Chapter V of the SEBI NCS Regulations, 2021, irrespective of the issue size.
3. An issuer, if desirous, may choose to access EBP platform for private placement of
municipal debt securities or CPs or CDs also.
4. Issuers of debt securities and NCRPS on private placement basis of issue size less
than Rs. 100 crores may also choose to access the EBP platform for such
issuances.
11SEBI/HO/DDHS/CIR/P/2018/05 dated January 05, 2018; and SEBI/HO/DDHS/CIR/P/2018/122 dated
August 16, 2018;
Page 27 of 121
5. The obligations of issuers are as under:
5.1. The issuer shall ensure compliance with all requisite laws, rules, regulations,
etc. with respect to private placement of securities including ensuring
compliance with Section 42 of the Companies Act, 2013.
Provided that, an issuer, shall consider the number of eligible participants, on
whose behalf arranger is making bid in a particular issue, for the purposes of
compliance with the provisions of Section 42 of the Companies Act, 2013 and
other relevant statutes.
5.2. Issuer shall provide the Placement Memorandum and term sheet (i.e. summary
of important terms and conditions related to an issue) to the EBP at least two
working days prior to the issue opening date.
However, the issuer issuing the securities for the first time through EBP
platform shall provide the above information at least five working days prior to
the issue to the opening date.
5.3. The Placement Memorandum and the term sheet, inter-alia, discloses the
following:
a) Details of size of the issue and green shoe option, if any, and a range within
which such green shoe option, may be retained.
b) Bid opening and closing date.
c) Minimum Bid Lot.
d) Manner of bidding in the issue i.e. open bidding or closed bidding.
e) Manner of allotment in the issue i.e. uniform yield allotment or multiple yield
allotment.
f) Manner of settlement in the issue i.e. through clearing corporation or
through escrow bank account of issuer.
g) Settlement cycle i.e. T+1 or T+2 day.
5.4. The issuer may choose to disclose estimated cut off yield to the EBP, however
the same has to be disclosed at least one hour prior to opening of the bidding
for the issue.
5.5. Subsequent to closure of the issue, the issuer shall ensure following details of
the issue are provided on the EBP platform:
Page 28 of 121
Table 1: Details of allotment in private placement
6. Withdrawal of offer by an issuer:
6.1. An issuer, at its discretion, may withdraw from the issue process at any time,
however subsequent to such withdrawal, the issuer shall not be allowed to
access any of the EBP platforms for a period of seven days from the date of
such withdrawal.
6.2. If an issuer withdraws from the issue because of any of the reasons as outlined
below, the restrictions mentioned at paragraph 6.1 above shall not be
applicable:
a) issuer is unable to receive the bids upto base issue size; or
b) bidder has defaulted on payment towards the allotment, within stipulated
timeframe, due to which the issuer is unable to fulfill the base issue size; or
c) cutoff yield (i.e. the highest yield at which a bid is accepted) in the issue is
higher than the estimated cut off yield (i.e. the yield estimated by the issuer,
prior to opening of issue) disclosed to the EBP, where the base issue size is
fully subscribed.
6.3. Disclosure of estimated cut off yield on the EBP platform to the eligible
participants, pursuant to closure of issue, shall be at the discretion of the issuer.
6.4. In case an issuer withdraws issues on the EBP platform because of the cut off
yield being higher than the estimated cut off yield, the EBP shall mandatorily
disclose the estimated cut off yield to the eligible participants.
7. Participants:
7.1. Participants, prior to entering into the bidding process shall be required to enroll
with EBP. Such enrollment of a participant on an EBP will be onetime exercise
and shall be valid till the time such enrolment is annulled or rescinded.
7.2. The KYC verification and enrolment of the eligible participants on the EBP
platform shall be done in the following manner:
a) KYC verification shall be undertaken by obtaining/ utilizing existing KYCs of
clients from KRAs registered with SEBI or on the basis of the guidelines as
prescribed by SEBI from time to time.
b) For QIB investors bidding directly or through arranger(s), KYCs and
enrolment shall be done by the EBP.
Page 29 of 121
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c) For non-QIB investors bidding directly, KYCs shall be done by the issuer
and enrolment shall be done by the EBP.
d) For non-QIB investors, which are bidding through arranger(s), KYC and
enrolment on EBP shall be ensured by arranger(s).
7.3. All eligible participants shall have access to PM, term sheet and other issue
specific information available on EBP.
7.4. Eligible participants bidding, for an amount equal to or more than Rs.15 crore
or 5% of the base issue size, whichever is lower, shall bid directly i.e. shall enter
the bids directly on EBP platform.
Provided that foreign portfolio investors may bid through their custodians.
7.5. For bids made by an arranger for any particular issue, such arranger shall
disclose the following to the EBP at the time of bidding:
a) Specify that whether the bid is proprietary bid or is being entered on behalf
of an eligible participant or is a consolidated bid i.e. an aggregate bid
consisting of proprietary bid and bid(s) on behalf of eligible participants.
b) For consolidated bid, arranger shall disclose breakup between proprietary
bid and bid(s) made on behalf of eligible participants. Further, for bids
entered on behalf of eligible participants, following shall be disclosed:
i. Names of such eligible participants;
ii. Category (i.e. QIB or non-QIB); and
iii. Quantum of bid of each eligible participant.
7.6. An arranger shall not bid on behalf of eligible participant for an amount equal to
or more than Rs.15 crore or 5% of the base issue size, whichever is lower.
7.7. Pay-in towards the allotment of securities shall be done from the account of the
bidder, to whom allocation is to be made.
Provided that for the bids made by the arranger on behalf of eligible participants,
pay-in towards allotment of securities shall be made from the account of such
eligible participants.
7.8. Pay-in of funds through escrow bank account of issuer: The pay-in of funds
towards an issue on EBP shall be permitted either through clearing corporation
of stock exchanges or through escrow bank account of an issuer. An issuer, in
its PM, shall disclose the manner of funds pay-in so chosen and details thereof.
The process of pay-in of funds by investors and pay-out to issuer can be done
on either T+1 or T+2 day, where T day is the issue day, and the same shall be
disclosed by issuer in PM.
Page 30 of 121
7.9. In case of non-fulfillment of bidding obligations by bidders, such bidders shall
be debarred from accessing the bidding platform across all EBPs for a period of
thirty days from the date of such default.
7.10. Pay in shall be done through the clearing corporation of stock exchanges, as
per their operating guidelines, or through an escrow bank account of the issuer,
as mentioned below.
Provided that where the issuer has selected the escrow bank account as the
mechanism for pay-in, EBP, pursuant to successful closure of issue, shall share
the allocation details with the Registrar to an Issue, associated with the issue.
8. Process flow of settlement, where funds pay-in is to be made to escrow bank
account of issuer:
8.1. Successful bidders, in an issue, will make pay-in of funds towards the
allocation made to them, in the escrow bank account within the timelines, as
provided by the issuer in the PM/ IM. The funds pay-in by the successful
bidders will be made only from the bank account(s), which have been
provided/ updated in the EBP system. Further, pay-in received from any other
bank account will lead to cancellation of bid and consequent debarment of the
investor from accessing EBP platform for 30 days.
8.2. Escrow bank, pursuant to receipt of funds will provide a confirmation to the
RTA, associated with the issue, about receipt of funds along with details
including name of bank account holder, bank account number and the
quantum of funds received.
8.3. RTA, will then reconcile the information received from escrow bank with the
details as provided by EBP and after reconciliation RTA shall intimate to the
issuer about receipt of funds. Subsequently, issuer will initiate the process of
corporate action through the RTA to Depository.
8.4. RTA, after passing on the instructions for corporate action to the depositories,
will issue instruction to the escrow bank to release money to the issuers bank
account.
9. Responsibilities of various entities involved in the process:
9.1. Issuer shall:
a) open an escrow bank account/ have an escrow bank account jointly with a
RTA, where the role of the RTA in operating such bank account shall be
limited to the responsibilities as provided under this circular;
b) provide the details of escrow bank account in which pay-in of funds has to
be made and the timelines by which such pay-in shall be done by the
successful bidders; and
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c) effect corporate action for credit of securities to the successful bidders, after
receiving confirmation from the RTA about receipt of funds.
9.2. RTA shall:
a) undertake reconciliation between information received from the escrow
Bank and EBP. Further, after reconciliation, shall intimate the issuer about
the receipt of funds and shortfall, if any, and the reasons thereof;
b) issue instructions to the escrow bank account for the release of funds, after
passing on the instructions for corporate action to the depositories; and
c) intimate to the EBP, upon closure of the issue, the status of the issue i.e.
successful or withdrawn, details of defaulting investors etc.
10. Bidding Process:
10.1. Bidding timings & period:
a) In order to ensure operational uniformity across various EBP platforms, the
bidding on the EBP platform shall take place between 9 a.m. to 5 p.m.
only, on the working days of the recognized stock exchanges.
b) The bidding window shall be open for the period as specified by the issuer
in the bidding announcement, however the same shall be open for at least
one hour.
10.2. Bidding Announcement:
a) Issuer shall make the bidding announcement on EBP at least one working
day before initiating the bidding process.
b) Bidding announcement shall be accompanied with details of bid opening
and closing time, and any other details as required by EBP from time to
time.
c) Any change in bidding time and/ or date by the Issuer shall be intimated to
EBP, ensuring that such announcement is made within the operating
hours of the EBP, at least a day before the bidding date.
Provided that such changes in bidding date or time shall be allowed for a
maximum of two times.
11. Bidding and Allotment process:
11.1. Bidding process on EBP platform shall be on an anonymous order driven
system.
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11.2. Bid shall be made by way of entering bid amount in Rupees (INR) and
coupon/ yield in basis points (bps) i.e. up to four decimal places.
11.3. Modification or cancellation of the bids shall be allowed i.e. bidder can cancel
or modify the bids made in an issue, subject to following:
a) such cancellation/ modification in the bids can be made only during the
bidding period;
b) no cancellation of bids shall be permitted in the last 10 minutes of the
bidding period; and
c) in the last 10 minutes of the bidding period, only revision allowed would for
improvement of coupon/ yield and upward revision in terms of the bid size.
12. Investors may place multiple bids in an issue.
13. The bid placed in the system shall have an audit trail which includes bidder’s
identification details, time stamp and unique order number. Further against such
bids, EBP shall provide an acknowledgement.
14. All the bids made in a particular issue, shall be disclosed on the EBP platform, in
the following format:
Table 2: Details of cumulative demand received on EBP platform
Yield (%) Demand at that particular yield (in Rs. Cumulative Demand (in Rs.
crore) crore)
For issues with open bidding, the aforesaid information shall be disseminated on a
real time basis, however, for issues with closed bidding, the information shall be
disseminated after closure of bidding.
15. Allotment to the bidders shall be done on yield-time priority basis in the following
manner:
15.1. allotment would be done first on "yield priority" basis;
15.2. where two or more bids are at the same yield, then the allotment shall be done
on "time-priority" basis; and
15.3. where two or more bids have the same yield and time, then allotment shall be
done on "pro-rata" basis.
16. EBP and its obligations:
An EBP shall:
16.1. provide an on-line platform for placing bids;
Page 33 of 121
16.2. have necessary infrastructure like adequate office space, equipment, risk
management capabilities, manpower and other information technology
infrastructure to effectively discharge the activities of an EBP;
16.3. ensure that the placement memorandum, term sheet and other issue related
information is available to the eligible participants on its platform immediately
on receipt of the same from the issuer;
16.4. have adequate backup, disaster management and recovery systems; and
16.5. ensure safety, secrecy, integrity and retrievability of data.
17. CISA Audit of EBP Platform:
The EBP platform so provided by the EBP shall be subject to audit by a CISA at
least once a year.
18. Obligations and duties:
18.1. An EBP shall ensure that all details regarding issuance is updated on the
website of the EBP.
18.2. EBPs shall together ensure that the operational procedure is standardized
across all EBP platforms and the details of such operational procedure are
disclosed on their website.
18.3. Where an issuer has disclosed estimated cut-off yield/ range to the EBP, the
EBP shall ensure its electronic audit trail and secrecy. However, in case
issuers withdraw issues on the EBP because of the cut off yield being higher
than the estimated cut off yield, the EBP shall mandatorily disclose the
estimated cut off yield in the EBP platform.
18.4. All EBPs shall ensure coordination amongst themselves and also with
depositories so as to ensure that the cooling off period for issuers and
debarment period for investors is adhered to.
18.5. EBP shall ensure that bidding is done in the manner as specified.
18.6. The EBP shall be responsible for accurate, timely and secured bidding
process of the electronic bid by the bidders.
18.7. The EBP shall be responsible for addressing investor grievances arising from
bidding process.
19. Electronic book providers are directed to:
19.1. comply with the conditions laid down hereunder;
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19.2. put in place necessary systems and infrastructure for implementation and
make consequential changes, if any, to their bidding portal and respective
exchange bye-laws; and communicate and create awareness about these
provisions amongst issuers, arrangers and investors.
Page 35 of 121
Chapter VII - Standardization of timelines for listing of securities issued on a
private placement basis12
[See Regulation 46 of SEBI NCS Regulations, 2021, Clause 7(m) of Schedule I of SEBI ILDM
Regulations, 2015 and Chapters VII and VIIA of SEBI SDI Regulations, 2008]
1. This chapter shall be applicable for non-convertible securities, securitised debt
instruments, security receipts and municipal debt securities (hereinafter referred to
as “securities” in this chapter) issued on a private placement basis.
2. The timelines for listing of securities is as under:
Table 1: Timelines for listing of securities
Sl. No. Details of Activities Due Date
1 Closure of issue T Day
2 Receipt of funds To be completed by
3 Allotment of Securities T+2 working day
Issuer to make listing application to stock
4 To be completed by
exchange(s)
T+4 working day
5 Listing permission from stock exchange(s)
3. Depositories shall activate the ISINs of securities issued on private placement basis
only after the stock exchange(s) have accorded approval for listing of such
securities.
Further, in order to facilitate re-issuances of new debt securities in an existing ISIN,
Depositories are advised to allot such new securities under a new temporary ISIN
which shall be kept frozen. Upon receipt of listing approval from stock exchange(s)
for such new securities, the securities credited in the new temporary ISIN shall be
debited and the same shall be credited in the pre-existing ISIN of the existing
securities, before they become available for trading.
4. Stock exchange(s) are advised to inform the listing approval details to the
depositories whenever listing permission is given to securities issued on private
placement basis.
5. In case of delay in listing of securities issued on privately placement basis beyond
the timelines specified above, the issuer shall:
5.1. pay penal interest of 1% p.a. over the coupon/ dividend rate for the period of
delay to the investor (i.e. from the date of allotment to the date of listing); and
5.2. be permitted to utilise the issue proceeds of its subsequent two privately placed
issuances of securities only after receiving final listing approval from stock
exchanges.
12 SEBI/HO/DDHS/CIR/P/2020/198 dated October 05, 2020
Page 36 of 121
Chapter VIII - Specifications related to ISIN for debt securities13
[See Regulation 17 of SEBI NCS Regulations, 2021]
In respect of private placement of debt securities, the following shall be
complied with regard to ISINs:
1. A maximum number of seventeen ISINs maturing in any financial year shall be
allowed for an issuer of debt securities. In addition, a further twelve ISINs shall also
be available for the issuance of the capital gains tax debt securities by the
authorized issuers under section 54EC of the Income Tax Act, 1961 on private
placement basis.
2. Out of the seventeen ISINs maturing in a financial year, the bifurcation of ISINs
shall be as under:
2.1. A maximum of twelve ISINs maturing per financial year shall be allowed for
plain vanilla debt securities. Within this limit of twelve ISINs, the issuer can
issue both secured and unsecured debt securities
2.2. A maximum of five ISINs maturing per financial year shall be allowed for
structured debt securities and market linked debt securities.
3. Where an issuer issues only structured/ market linked debt securities, the maximum
number of ISINs allowed to mature in a financial year shall be twelve.
4. Issuers of certain debt securities like subordinate debt, Tier II bonds issued by
Standalone Primary Dealers, bonds issued by banks to raise resources for lending
to long term infrastructure sub-sectors and affordable housing were provided
dispensations from ISIN restrictions till June 30, 2020.
5. In case of conversion of partly paid debt securities to fully paid debt securities, such
conversion shall not be counted as an additional ISIN.
6. In case of debt securities, where call and/ or put option is exercised, the issuer, if it
so desires, may issue additional debt securities for the balance period viz.
remaining period of maturity of earlier debt securities. For example, if an issuer has
issued debt securities in the month of August 2017 having maturity period of three
years and callable after one year, then in such a scenario if the call option is
exercised in the month of August 2018, then for the balance two years’ period viz.
(September 2018 - August 2020) the issuer may issue additional debt securities
maturing in August 2020, under the same ISIN.
Provided that the aforesaid additional issue shall be subject to the condition that
the aggregate count of outstanding ISINs maturing in the financial year in which the
original issue of debt securities (bearing call and/ or put option) is due for expiring,
shall not exceed the prescribed limit of ISINs.
13CIR/IMD/DF-1/ 67/2017 dated June 30, 2017; and CIR/DDHS/P/59/2018 dated March 28, 2018;
Page 37 of 121
7. In case of structured/ market linked debt securities which have embedded options
viz. call and/ or put option, the maturity of ISINs shall be reckoned on basis of
original maturity date of debt securities.
For e.g. If a structured debt security with a maturity period of five years has an
option to be called after three years and every year thereafter till redemption, then
such security shall be grouped as per its maturity period i.e. five years and not based
upon the option to call.
8. Mechanism for honoring debt obligations arising out of capping of ISINs:
8.1. An issuer may honour its debt obligations/ liabilities, arising out of such ISIN
restrictions, in the manner as deemed feasible to them i.e. the issuer can make
staggered repayments or bullet maturity repayments or in any other manner
deemed so.
8.2. An issuer may offer different type of payment options to different category of
investors subject to such disclosures being made in the placement
memorandum in order to manage their asset liability mismatch.
For e.g. an insurance company may be offered staggered redemption,
however mutual fund may be offered bullet payment.
8.3. Also, in case of any modification in terms or structure of the issue viz. change
in terms of payment, change in interest pay-out frequency etc. the issuer may
make such modification by following procedure as has been laid out in
Regulation 59 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (hereinafter referred to as SEBI LODR Regulations, 2015).
8.4. Record Date: There may be cases where multiple record dates would arise on
account of staggered payment or other cases viz. frequency of payment etc. In
such a case, when announcing multiple record dates, the issuer has to
disclose clearly to the stock exchanges the basis of payment to the investors
viz. pro-rata, first come first serve basis etc.
9. Amendment to the AoA/ charter/ constitution of the issuer: In order to comply with
the provisions of regulation 49 (a) of the SEBI NCS Regulations, 2021 the issuer
shall make an enabling provision in its AoA/ charter/ constitution to carry out
consolidation and re-issuance of debt securities.
10. Reporting and Monitoring:
10.1. Issuers:
a) The issuer shall within fifteen days from the end of every half year (i.e. April
15 and October 15), submit a statement, to the stock exchange, where its
debt securities are listed, as well as to the depository containing data in the
format as prescribed below:
Page 38 of 121
Table 1: Format for half-yearly reporting by the issuer
b) In case there is any modification in terms or structure of the issue viz. change
in terms of payment, change in interest pay-out frequency etc.as specified
above, the issuer shall, forthwith, inform the same to the depository.
10.2. Obligations of stock exchanges and depositories:
a) Upon receipt of the report as specified above:
i. the stock exchange shall upload the same on its website as well as the
Integrated Trade Repository for debt securities.
ii. The depositories shall upload the same on the centralized database for
corporate bonds/ debentures as well as the Integrated Trade Repository
for debt securities.
b) The stock exchange shall within five working days of the expiry of the period
as specified in paragraph 10.1 above, send the reports received by it to the
depositories for the purposes of their reconciliation.
c) The depositories shall thereafter within five working days of receipt of reports
from the stock exchanges, send a status report to the latter regarding
utilization of ISINs by the issuers.
d) The stock exchanges shall within thirty working days from the end of every
half year, shall submit a report to SEBI, in case there has been any violation
by the issuers regarding the above provisions.
Page 39 of 121
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Chapter IX – Green Debt Securities14
[See Regulation 26 of SEBI NCS Regulations, 2021]
Disclosure requirements for issue and listing of green debt securities:
1. An issuer desirous of issuing green debt securities shall make the following
additional disclosures in the offer document for public issues and private
placements:
1.1. A statement on environmental objectives of the issue of green debt securities;
1.2. Brief details of decision-making process followed/ proposed for determining the
eligibility of project(s) and/ or asset(s), for which the proceeds are being raised
through issuance of green debt securities, such as:
a) process followed/ to be followed for determining how the project(s) and/ or
asset(s) fit within the eligible green projects categories as defined under
Regulation 2 (q) of NCS Regulations,
b) the criteria making the project(s) and/ or asset(s) eligible for using the green
debt securities proceeds; and
c) environmental sustainability objectives of the proposed green investment.
1.3. Issuer shall provide the details of the system/ procedures to be employed for
tracking the deployment of the proceeds of the issue.
1.4. Details of the project(s) and/ or asset(s) or areas where the issuer, proposes
to utilise the proceeds of the issue of green debt securities, including towards
refinancing of existing green project(s) and/ or asset(s), if any.
1.5. The issuer may appoint an independent third party reviewer/ certifier, for
reviewing/ certifying the processes including project evaluation and selection
criteria, project categories eligible for financing by green debt securities, etc.
Such appointment is at the option of the issuer; however, any such appointment
of reviewer/ certifier, shall be disclosed in the offer document.
Continuous disclosure requirements:
2. An issuer who has listed its green debt securities, shall provide following additional
disclosures along with its annual report and financial results:
2.1. Utilisation of the proceeds of the issue, as per the tracking done by the issuer
using the internal process as disclosed in offer document. Utilisation of the
proceeds shall be verified by the report of an external auditor, to verify the
internal tracking method and the allocation of funds towards the project(s) and/
or asset(s), from the proceeds of green debt securities.
14CIR/IMD/DF/51/2017 dated May 30, 2017;
Page 40 of 121
2.2. Details of unutilized proceeds.
2.3. An issuer who has listed its green debt securities, shall provide following
additional disclosures along with its annual report:
a) List of project(s) and/ or asset(s) to which proceeds of the Green Debt
Securities have been allocated/ invested including a brief description of
such project(s) and/ or asset(s) and the amounts disbursed. However,
where confidentiality agreements limit the amount of detail that can be
made available about specific project(s) and/ or asset(s), information shall
be presented about the areas in which such project(s) and/ or asset(s) fall
into.
b) Qualitative performance indicators and, where feasible, quantitative
performance measures of the environmental impact of the project(s) and/
or asset(s). If the quantitative benefits/ impact cannot be ascertained, then
the said fact may be appropriately disclosed along with the reasons for non-
ascertainment of the benefits/ impact on the environment.
c) Methods and the key underlying assumptions used in preparation of the
performance indicators and metrics;
2.4. An issuer of green debt securities or any agent appointed by the issuer
complying with globally accepted standard(s) for the issuance of green debt
securities including measurement of the environmental impact, identification of
the project(s) and/ or asset(s), utilisation of proceeds, etc., shall disclose the
same in the offer document and/ or as part of continuous disclosures.
Responsibilities of the issuer:
3. An issuer of green debt securities shall:
3.1. maintain a decision-making process which it uses to determine the continuing
eligibility of the project(s) and/ or asset(s). This includes, without limitation
statement on the environmental objectives of the green debt securities and a
process to determine whether the project(s) and/ or asset(s) meet the eligibility
requirements;
3.2. ensure that all project(s) and/or asset(s) funded by the proceeds of green debt
securities, meet the documented objectives of green debt securities; and
3.3. utilise the proceeds only for the stated purpose, as disclosed in the offer
document.
Page 41 of 121
Chapter X - Structured or market linked debt securities15
[See Regulations 4, 5 and 28 of SEBI NCS Regulations, 2021]
Issue and listing of structured debt securities/ market linked debt securities:
1. Market linked debt securities would mean debt securities that have an underlying
principal component and issued with market linked returns obtained through
exposures on exchange traded derivatives or MIBOR, GDP, inflation rate,
underlying securities/ indices etc. with coupon linked to a benchmark differ from
plain vanilla debt securities. The returns linked to equity markets are also called
equity linked debt securities, stock linked debt securities, structured debt securities.
2. In view of the fact that such securities are different in their nature and their risk-
return relationship, the following additional disclosures and requirements are
specified in respect of issue and listing of structured debt securities/ market linked
debt securities:
2.1. Debt securities which do not promise to return the principal amount in full at the
end of the tenor of the instrument, i.e., ‘principal non-protected’ shall not be
considered as debt securities under regulation 2(k) of SEBI NCS Regulations,
2021 and therefore will not be eligible for issue and listing under the said
regulations.
2.2. Eligibility criteria for issuers: As such securities expose the issuer to market
risk, the issuer should have a minimum net worth of at least Rs. 100 crores at
the time of issue.
2.3. Disclosure requirements: In addition to the disclosure requirements specified
under SEBI NCS Regulations, 2021, the following disclosures shall be made in
all offer documents for such securities:
a) Credit rating by any registered CRAs shall bear a prefix ‘PP-MLD’ denoting
Principal Protected Market Linked Debt securities followed by the
standardized rating symbols for long/ short term debt securities on the lines
specified in SEBI Circular No. CIR/MIRSD/4/2011 dated June 15, 2011,
SEBI/HO/MIRSD/DOS3/CIR/P/2019/70 dated June 13, 2019 or as may be
specified by the Board.
b) A detailed scenario analysis/ valuation matrix showing value of the security
under different market conditions such as rising, stable and falling market
conditions shall be disclosed in a table along with a suitable graphic
representation.
c) A risk factor shall be prominently displayed that such securities are subject
to model risk, i.e., the securities are created on the basis of complex
mathematical models involving multiple derivative exposures which may or
15Cir./IMD/DF/17/2011 dated September 28, 2011; and SEBI/HO/DDHS/CIR/P/2020/120 dated July 13,
2020;
Page 42 of 121
may not be hedged and the actual behavior of the securities selected for
hedging may significantly differ from the returns predicted by the
mathematical models.
d) A risk factor shall be prominently displayed stating that in case of principal/
Capital Protected Market Linked Debt securities, the principal amount is
subject to the credit risk of the issuer whereby the investor may or may not
recover all or part of the funds in case of default by the issuer.
e) Where indicative returns/ interest rates are mentioned in the offer document
in percentage terms, such figures shall be shown only on annualized basis.
f) It shall be disclosed therein that the latest and historical valuation for such
securities shall be made available on the websites of the issuer and of the
valuer appointed for the purpose.
g) All commissions by whatever name called, if any, paid by issuer to
distributor for selling/ distribution of such securities to end investors shall be
disclosed in the offer document.
h) Conditions for premature redemption of such securities, if any, shall be
clearly disclosed in the offer document.
2.4. Appointment of third party valuation agency:
a) It shall be mandatory for the issuer to appoint a third party valuation agency
which shall be an AMFI appointed valuation agency.
b) This valuer shall publish on its website and provide to the issuer, the value
of the securities at least once a week. The issuer shall also make the
valuations available on its website. This shall be publicly available.
c) The issuer shall also arrange to provide the value to an investor whenever
investor asks for it.
d) At no point in time, the investor shall be charged for such services.
e) The cost incurred for valuation shall be disclosed in the offer document.
2.5. Primary issuance and sale of securities to retail investors:
The issuer shall ensure that such securities are sold to retail investors with the
following safeguards:
a) The intermediary who sells the security to the retail investor shall be a SEBI
regulated entity.
b) The intermediary shall explain the risks involved in such securities to the
investor.
Page 43 of 121
c) The intermediary shall ensure that the investor is capable of taking the risk
posed by such securities and shall satisfy itself that securities are suitable
to the risk profile of the investor.
d) The intermediary shall make available the offer document to the investor.
e) The intermediary shall provide guidance to investor on obtaining valuation
for the securities, i.e., the locations where such information would be
available (issuer or the third party).
f) The intermediary shall provide the investor with guidance on exit loads/ exit
options/ liquidity support, if any, etc., being provided by the issuer or through
the secondary market.
3. Stock exchanges shall create wide publicity among listed entities and make
available suitable ‘Frequently Asked Questions’ for information/ education of
investors visiting the websites of the exchange.
4. Merchant Bankers shall comply with the conditions specified above and create
awareness among issuers of such securities regarding the above provisions.
Page 44 of 121
Chapter XI - Operational framework for transactions in defaulted debt
securities post maturity date/ redemption date16
[See Regulations 20 and 21 of SEBI NCS Regulations, 2021]
1. The operational framework for transactions in defaulted debt securities (debt
securities where redemption amount has not been paid on maturity/ redemption
date) as well as the obligations of issuers, debenture trustee(s), depositories and
stock exchange(s) has been outlined below and the same is also presented in a
tabular form (Table 1) along-with timelines thereafter, for ease of reference.
2. Temporary restriction on transactions in debt securities:
2.1. Stock exchanges shall not allow any transaction(s) in debt securities, two
working days prior to their maturity/ redemption date.
2.2. On maturity/ redemption date of the debt securities, depositories shall
temporarily restrict transactions in such debt securities from such maturity/
redemption date till the time its status of payment is determined.
3. Intimation on status of payment:
3.1. Issuer shall intimate to the stock exchanges, depositories and debenture
trustees the status of payment of debt securities within one working day of
payment/ redemption date.
3.2. While intimating the status of payment to debenture trustee(s), issuer shall also
intimate to debenture trustee(s) that they have informed the status of payment
or otherwise to the stock exchanges and depositories.
4. Role of debenture trustee(s):
4.1. At the time of executing debenture trust deed, issuer shall provide its bank
details (from which it proposes to pay the redemption amount) and pre-
authorise debenture trustee(s) to seek debt redemption payment related
information from the issuer’s bank. Issuer shall also inform the debenture
trustee(s) of any change in bank details within one working day of such change.
4.2. In case the issuer fails to intimate the status of payment of the debt securities
within stipulated timelines, then debenture trustee(s) shall seek status of
payment from issuer and/ or conduct independent assessment (from banks,
investors, rating agencies, etc.) to determine the same. Based on such
assessment, debenture trustee(s) shall intimate stock exchange and
depositories the status of payment of debt securities within 9 working days of
the maturity/ redemption date.
4.3. In case intimation of the status of payment of debt securities is not received by
stock exchanges and depositories within stipulated timeline, transactions in
16SEBI/HO/DDHS/CIR/P/103/2020 dated June 23, 2020;
Page 45 of 121
such debt securities shall continue to be restricted and such restrictions shall
continue until any further intimation is received from issuer/ debenture
trustee(s) regarding the status of payment of such debt securities.
5. Default in payment of redemption amount and resumption of transaction on
defaulted debt securities:
5.1. Within two working days from the date of intimation from issuer or debenture
trustee(s) that issuer has defaulted on its payment obligations, the depositories
in co-ordination with stock exchanges shall update the ISIN master file and lift
restrictions on transactions in such debt securities. Information regarding
resumption of transactions shall be disseminated immediately on the websites
of both depositories and stock exchange(s).
5.2. Depositories shall also immediately flag in the Corporate Bond Database such
debt securities as “ISIN-defaulted in redemption” and its description shall reflect
that there was default in payment of redemption amount of the concerned debt
securities.
6. Reporting of trades in defaulted debt securities on stock exchange platform:
6.1. Upon intimation by depositories that transactions have been permitted in the
defaulted debt securities, stock exchange(s) shall simultaneously but not later
than two working days of the default intimation from issuer/ debenture
trustee(s), permit reporting of OTC trades in the concerned defaulted debt
securities on its reporting platform within fifteen minutes of the trade.
6.2. At the time of reporting of such trades, stock exchanges shall ensure that a
pop-up window is flashed, specifying that the reported trade is in a defaulted
debt security.
6.3. The trade repository shall flag such trades as “Trades in ISIN-defaulted in
redemption”.
7. Intimation of transactions in defaulted debt securities:
In case of transactions in defaulted debt securities, the depositories shall send an
intimation (by email/ SMS, as per BO a/c details available) to both parties to the
transaction that it is “Transaction in ISIN-defaulted in redemption” immediately.
8. Account statement: While sending the periodic account statement to the demat
account holders, including CAS, Depositories shall highlight in such statements that
a particular debt security is an "ISIN – defaulted in redemption".
9. Continuous assessment of default status:
9.1. The issuer shall inform the stock exchange(s), depositories and debenture
trustee(s) latest by the second working day of April of each financial year on
the updated status of payment of the debt securities
Page 46 of 121
9.2. In case the issuer fails to intimate the updated status of payment of the
concerned debt securities within the stipulated timelines, the debenture
trustee(s) shall carry independent assessment as given at paragraph 4 above
and intimate the status of payment of debt securities to the stock exchange and
depositories within seventh working day of April of each financial year.
9.3. In case issuer or debenture trustee(s) does not intimate the status of payment
of debt securities to stock exchanges and depositories within the stipulated
timeline, transactions in such debt securities shall be restricted from eighth
working day of April of that financial year, until any further intimation is received
from Issuer or debenture trustee(s) regarding the same.
9.4. In case of any developments that impact the status of default of the debt
securities (including restructuring of debt securities, NCLT/ NCLAT
proceedings relating to insolvency/ bankruptcy, repayment, etc.), the issuer/
debenture trustee shall intimate the stock exchanges and depositories within
one working day of such development.
10. Payment of debt securities or subsequent payment of defaulted debt
securities: In case of receipt of intimation or subsequent intimation to the
depositories regarding full payment of redemption amount or any developments
that impacts the status of default of the concerned debt securities (including
restructuring of debt securities, IBC proceedings, its repayment, etc.) from issuer
or from debenture trustee(s), transactions shall be restricted in such debt securities
by the depositories immediately. The same shall be informed to the stock
exchange(s) and disseminated on respective depositories’ website, within one
working day of such restriction. Further, the concerned ISIN shall be extinguished
in the depository system on receipt of corporate action documents from the issuer
towards its extinguishment.
11. The process explained in paragraphs 9 and 10 above shall be followed either till
full payment on these securities is made by issuer or the issuer has been liquidated
and money has been realised after completion of recovery proceedings.
Table 1: Timelines for allowing transactions in defaulted debt securities
Sl. Activity to be
Event Timeline* By To
No. undertaken
Pre-authorization to
Execution of seek debt redemption At the time of
Debenture
1 debenture trust payment related execution of Issuer
trustee(s)
deed information from the deed
issuer’s bank
Any change in bank
details of issuer for Within one
Information regarding Debenture
2 making debt working day Issuer
updated bank details trustee(s)
redemption of event
payment
Creation of ISIN/ Depositories,
Intimation of
3 listing of debt - Issuer stock
Redemption date
securities exchange(s)
Page 47 of 121
Sl. Activity to be
Event Timeline* By To
No. undertaken
Non-acceptance of Stock
4 trades for T-2 excha -
reporting/ settlement nge
Temporary restriction Deposi
5 Redemption/ T -
on transaction in ISIN tory
maturity date
Debenture
(T day)
Intimate status of trustee(s),
6 payment of debt T+1 Issuer depositories,
securities stock
exchange(s)
Independent
7 assessment of T+2 to T+9 Deben -
Non receipt of
payment status ture
status of payment
Intimate status of trustee Depositories,
from Issuer
8 payment of debt By T+9 (s) stock
securities exchange(s)
Receipt of
Obligations as per
information Depositories, stock
9 paragraph 10 of this
regarding full T+3/ T+11/ exchanges
chapter
Payment event basis,
Receipt of as
Obligations as per
information applicable Depositories, stock
10 paragraphs 5-9 of this
regarding non exchanges
chapter
payment
Continuous assessment of payment
11 Any development
that impacts the Issuer
status of default of or
Intimate updated Within one Depositories,
the concerned debt debent
status of payment of working day stock
securities (including ure
debt securities of the event exchange(s)
restructuring of debt trustee
securities, IBC, (s)
its repayment, etc.)
12 Debenture
Continuous Intimate Status of 2nd working trustee(s),
assessment of payment of debt day of April Issuer depositories,
Payment securities every FY stock
exchange(s)
13 3rd working
Independent day of April
assessment of -7th working
Debent
Non receipt of payment status day of April of
ure
status of payment every FY
trustee
14 from Issuer Within 7
Intimate status of (s) Depositories,
working days
payment of debt stock
of April of
securities exchange(s)
every FY
*working days
Page 48 of 121
Chapter XII - Fund raising by issuance of debt securities by large corporate17
[See Regulation 20 of SEBI NCS Regulations, 2021]
With a view to operationalize the Union Budget announcement for FY2018-19, which,
inter-alia, stated "SEBI will also consider mandating, beginning with large entities, to
meet about one-fourth of their financing needs from the debt market”, SEBI came out
with a discussion paper on July 20, 2018. Based on the feedback received on the
discussion paper and wider consultation with market participants including entities, the
detailed provisions for operationalising the above budget announcement are given
below.
1. Applicability of framework:
1.1. For entities following April - March as their financial year, this framework is
applicable with effect from April 01, 2019 and for the entities which follow
calendar year as their financial year, the framework is applicable with effect
from January 01, 2020.
Explanation: The term ‘Financial Year' here would imply April - March or
January - December, as may be followed by an entity. Thus, FY2020 shall mean
April 01, 2019 - March 31, 2020 or January 01, 2020 - December 31, 2020, as
the case may be.
1.2. The framework shall be applicable for all listed entities (except for Scheduled
Commercial Banks), which as on last day of the FY (i.e. March 31 or December
31):
a) have their specified securities or debt securities or non-convertible
redeemable preference shares, listed on a recognised stock exchange(s) in
terms of SEBI LODR Regulations, 2015; and
b) have an outstanding long term borrowing of Rs. 100 crore or above, where
outstanding long-term borrowings shall mean any outstanding borrowing
with original maturity of more than one year and shall exclude external
commercial borrowings and inter-corporate borrowings between a parent
and subsidiary(ies); and
c) have a credit rating of "AA and above", where credit rating shall be of the
unsupported bank borrowing or plain vanilla bonds of an entity, which have
no structuring/ support built in; and in case, where an issuer has multiple
ratings from multiple rating agencies, the highest of such ratings shall be
considered for the purpose of applicability of this framework.
2. Framework:
2.1. A listed entity, fulfilling the criteria as specified at paragraph 1.2 above, shall
be considered as a “Large Corporate” (LC) and such LC shall raise not less than
17SEBI/HO/DDHS/CIR/P/2018/144 dated November 26, 2018;
Page 49 of 121
25% of its incremental borrowings, during the financial year subsequent to the
financial year in which it is identified as a LC, by way of issuance of debt
securities, as defined under SEBI NCS Regulations, 2021.
Explanation: For the purposes of this circular, the expression "incremental
borrowings" shall mean any borrowing done during a particular financial year,
of original maturity of more than one year, irrespective of whether such
borrowing is for refinancing/repayment of existing debt or otherwise and shall
exclude external commercial borrowings and inter-corporate borrowings
between a parent and subsidiary(ies).
2.2. For an entity identified as a LC, the following shall be applicable:
a) For FY2020 and FY2021, the requirement of meeting the incremental
borrowing norms shall be applicable on an annual basis. Accordingly, a
listed entity identified as a LC on last day of FY2019 and FY2020, shall
comply with the requirement as laid down under paragraph 2.1, by last day
of FY2020 and FY2021, respectively.
b) Provided that in case where a LC is unable to comply with the above
requirement, it shall provide an explanation for such shortfall to the stock
exchanges, in the manner as prescribed at paragraph 3 below.
c) From FY2022, the requirement of mandatory incremental borrowing by a LC
in a FY will need to be met over a contiguous block of two years. Accordingly,
a listed entity identified as a LC, as on last day of FY "T-1", shall have to fulfil
the requirement of incremental borrowing for FY "T", over FY "T" and "T+1".
d) However, if at the end of two years i.e. last day of FY "T+1", there is a
shortfall in the requisite borrowing (i.e. the actual borrowing through debt
securities is less than 25% of the incremental borrowings for FY "T"), a
monetary penalty/ fine of 0.2% of the shortfall in the borrowed amount shall
be levied and the same shall be paid to the stock exchange(s).
3. Disclosure requirements for large entities:
3.1. A listed entity, identified as a LC under the instant framework, shall make the
following disclosures to the stock exchanges, where its security(ies) are listed:
a) Within 30 days from the beginning of the FY, disclose the fact that they are
identified as a LC, in the format as provided at Annex - XII-A.
b) Within 45 days of the end of the FY, the details of the incremental borrowings
done during the FY, in the formats as provided at Annex - XII-B1 and Annex
- XII-B2.
3.2. The disclosures made in terms of paragraph 3.1 above shall be certified both
by the CS and the CFO of the LC.
Page 50 of 121
3.3. Further, the disclosures made in terms of paragraph 3.1 above shall also form
part of audited annual financial results of the entity.
3.4. The details of the framework as mentioned under paragraph 2 above and
disclosure requirements as mentioned under paragraph 3.1 above, are
illustrated in Annex - XII-C.
4. Responsibilities of stock exchanges:
4.1. The stock exchange(s) shall collate the information about the LC, disclosed on
their platform, and shall submit the same to the Board within fourteen days of
the last date of submission of annual financial results.
4.2. In the event of a short fall in the requisite borrowing, the stock exchanges shall
collect the fine as mentioned at paragraph 2.2(d) above. The fine so collected
shall be remitted by the stock exchanges to SEBI Investor Protection and
Education Fund within 10 days from the end of the month in which the fine was
collected.
Page 51 of 121
Annex - XII-A
Format of the initial disclosure to be made by an entity identified as a Large
Corporate (to be submitted to the stock exchange(s) within 30 days from the
beginning of the FY)
Sl. No. Particulars Details
1 Name of the company
2 CIN
Outstanding borrowing of company as on 31st March/ 31st December,
3
as applicable (in Rs. crore)
Highest credit rating during the previous FY along with name of the
4
CRA
Name of stock exchange* in which the fine shall be paid, in case of
5
shortfall in the required borrowing under the framework
We confirm that we are a Large Corporate as per the applicability criteria given under
the Chapter XII of SEBI Operational circular dated August 10, 2021.
(Signature) (Signature)
Name of the Company Secretary Name of the Chief Financial
Officer
Designation Designation
Contact Details Contact Details
Date - dd/mm/yyyy
*
In terms paragraph of 2.2(d) of the circular, beginning FY2022, in the event of shortfall in the mandatory
borrowing through debt securities, a fine of 0.2% of the shortfall shall be levied by Stock Exchanges at
the end of the two-year block period. Therefore, an entity identified as LC shall provide, in its initial
disclosure for a financial year, the name of stock exchange to which it would pay the fine in case of
shortfall in the mandatory borrowing through debt markets.
Page 52 of 121
Annex - XII-B1
Format of the annual disclosure to be made by an entity identified as a LC (to be
submitted to the stock exchange(s) within 45 days of the end of the FY)
(Applicable for FY 2020 and FY 2021)
1. Name of the Company:
2. CIN:
3. Report filed for FY:
4. Details of the borrowings (all figures in Rs. crore):
Sl. No. Particulars Details
Incremental borrowing done in FY
1
(a)
Mandatory borrowing to be done through issuance of debt securities
2
(b) = (25% of a)
Actual borrowings done through debt securities in FY
3
(c)
Shortfall in the mandatory borrowing through debt securities, if any
4 (d) = (b) - (c)
{If the calculated value is zero or negative, write "nil"}
Reasons for short fall, if any, in mandatory borrowings through debt
5
securities
(Signature) (Signature)
Name of the Company Secretary Name of the Chief Financial Officer
Designation Designation
Contact Details Contact Details
Date - dd/mm/yyyy
Page 53 of 121
Annex - XII-B2
Format of the annual disclosure to be made by an entity identified as a LC* (to be
submitted to the stock exchange(s) within 45 days of the end of the FY)
(Applicable from FY 2022 onwards)
1. Name of the Company:
2. CIN:
3. Report filed for FY: T
4. Details of the current block (all figures in Rs. crore):
Sl. No. Particulars Details
1 2-year block period (specify financial years) (T), (T+1)
Incremental borrowing done in FY (T)
2
(a)
Mandatory borrowing to be done through debt securities in FY (T)
3
(b) = (25% of a)
Actual borrowing done through debt securities in FY (T)
4
(c)
Shortfall in the borrowing through debt securities, if any, for FY (T-1)
5 carried forward to FY (T).
(d)
Quantum of (d), which has been met from (c)
6
(e)
Shortfall, if any, in the mandatory borrowing through debt securities for
FY (T)
{after adjusting for any shortfall in borrowing for FY (T-1) which was
7
carried forward to FY (T)}
(f)= (b)-[(c)-(e)]
{If the calculated value is zero or negative, write "nil"}
5. Details of penalty to be paid, if any, in respect to previous block (all figures in Rs.
crore):
Sl. No. Particulars Details
1 2-year block period (specify financial years) (T-1) ,(T)
Amount of fine to be paid for the block, if applicable
2
Fine = 0.2% of {(d)-(e)}#
*In cases, where an entity is not categorised as LC for FY (T), however was LC for FY (T- 1), and there
was a shortfall in the mandatory bond borrowing for FY (T-1), which was carried forward to FY (T), the
disclosures as prescribed in this annexure shall be made by the entity for FY (T).
#(d) and (e) are the same as mentioned at sl. nos. 5 and 6 in the table given at point no. 4 of this
annexure.
(Signature) (Signature)
Name of the Company Secretary Name of the Chief Financial Officer
Designation Designation
Contact Details Contact Details
Date - dd/mm/yyyy
Page 54 of 121
Annex - XII-C
The illustration given below is only for the purpose of demonstration and shall not
be construed in any other manner.
Company Name XYZ
Credit Rating of unsupported bank
AA or equivalent
borrowing or plain vanilla bonds
Security listed Equity shares and/ or debt securities and/ or NCRPS
Financial Year format 01st April – 31st March
For FY2020 and FY2021 (all figures in Rs. crore)
Current financial year FY2020 FY2021
Outstanding borrowing as on March 31st of 1000 1200
previous FY
Whether framework applicable? Yes Yes
Incremental Borrowing in the current FY 400 500
(a)
Mandatory borrowing through debt 100 125
securities in the current FY
(b) = 25% of (a)
Actual borrowings done through debt 80 150
securities in the current FY
(c)
Shortfall in mandatory borrowing through 20 -
debt securities, if any, for the current FY
(d)= (b)-(c)
Compliance status Shortfall, Complied with the
hence requirement of 25%
explanation to borrowing through issuance
be provided. of debt securities.
From FY 2022 onwards (all figures in Rs. crore)
Current financial year FY2022 FY2023 FY2024 FY2025
Outstanding borrowing as on
800 400 80 120
March 31st of previous FY
Whether framework is
Yes Yes No Yes
applicable for current FY?
Incremental Borrowing in
the current FY 400 200 40 100
(a)
Mandatory borrowing through
debt securities in the current FY 100 50 Not Applicable 25
(b) = 25% of (a)
Block for compliance of the
FY 2022 and FY 2023 and FY 2025 and
mandatory borrowing through Not Applicable
FY 2023 FY 2024 FY 2026
debt securities
Page 55 of 121
Current financial year FY2022 FY2023 FY2024 FY2025
Actual borrowings done through
debt securities in the current FY 50 75 10 25
(c)
Shortfall of previous
FY {for first year of the previous
- 50 25 Nil
block} carried forward to current
FY (d)
Quantum of (d), which has been
- 50 10 Nil
met from (c) (e)
Shortfall, if any, in the
mandatory borrowing through
debt securities for the current FY
{after adjusting for any shortfall 50 25 Not Applicable Nil
in borrowing for previous FY,
carried forward to current FY}
(f)= (b)-[(c)-(e)]
Fine, to be paid Nil Nil 0.2% of Rs 15 Nil
{in case the shortfall of previous crore = Rs 3
FY, if any, is not adjusted lakhs
completely against the debt
securities borrowings of current
FY}
0.2% of [(d)-(e)]
Compliance Status For For For previous For previous
previous previous block - block –
block - NA block - Rs. 10 cr of framework
Rs. 50 borrowing not
For current crore of shortfall for applicable.
block- borrowing FY 2023
shortfall of shortfall for adjusted For current
Rs. 50 FY2022 towards debt block -
crore adjusted market complied
carried towards d borrowings with by the
forward to ebt market of FY2024. end of
FY 2023 borrowings first year
of FY2023.
Thus,
Complied
remains a
borrowing
For current
shortfall of
block -
Rs.
shortfall of
15 crore for FY
Rs. 25 crore
2023. Thus,
carried
fine of Rs. 3
forward to
lakh to be paid
FY 2024.
by XYZ.
For current
block-
framework not
applicable.
Page 56 of 121
Chapter XIII - Issuance, listing and trading non-equity regulatory capital18
[See Chapter V of SEBI NCS Regulations, 2021]
1. PDIs, PNCPS, PCPS, RNCPS, RCPS, debt instruments and instruments of similar
nature which are essentially non-equity regulatory instruments, forming part of a
bank’s or NBFC’s capital, issued as per RBI stipulations and listed in terms of Chapter
V of the SEBI NCS Regulations, 2021.
2. These instruments have certain unique features which, inter-alia, grant the issuer (in
consultation with RBI) a discretion in terms of writing down the principal/ interest, to
skip interest payments, to make an early recall etc. without commensurate right for
investors to legal recourse, even if such actions of the issuer might result in potential
loss to investors.
3. Given the nature and contingency impact of these instruments and the fact that full
import of the discretion is available to an issuer, may not be understood in the truest
form by retail individual investors, the matter was discussed in SEBI’s advisory
committee on the development of corporate bond market in India viz. CoBoSAC.
Based on the recommendations of the CoBoSAC, the following shall be the additional
framework related to issuance, listing and trading of PDIs, PNCPS or instruments of
similar nature by whatever name called (debt instruments, RNCPS, RCPS, etc.) and
proposed to be listed:
3.1. Investors: Issuers and stock exchanges shall ensure that only QIBs are allowed
to participate in the issuance of all these non-equity regulatory capital instruments
mentioned at paragraph 1 above.
3.2. Allotment size, face value and trading lot: The minimum allotment size, face value
and trading lot size of these instruments shall be as specified in Chapter V of this
circular.
3.3. Other requirements: Issuers, in addition to making disclosures as per Schedule II
of the SEBI NCS Regulations, 2021, shall also make following specific disclosures
about the following:
a) Details of all the conditions upon which the call option will be exercised by them
for these instruments, in the placement memorandum.
b) Risk factors, to include all the inherent features of these instruments
highlighted at paragraph 2 above.
c) Point of Non Viability clause: The absolute right, given to the RBI, to direct an
issuer to write down the entire value of its outstanding these instruments/
bonds, if it thinks the bank has passed the PONV, or requires a public sector
capital infusion to remain a going concern.
18SEBI/HO/DDHS/CIR/P/2020/199 dated October 06, 2020;
Page 57 of 121
Chapter XIV – Centralized Database for corporate bonds/ debentures19
[See Regulations 17(1) and 20 of SEBI NCS Regulations, 2021]
1. This chapter contains provisions mandating stock exchanges and depositories to
jointly create, host and maintain a Centralised Database of corporate bonds, held in
demat form. It also delineates the responsibilities of the issuer, CRAs and DTs in
relation to the database. A list of data fields to be maintained in the said database
along with the manner of filing the same is also provided in the succeeding paragraphs.
2. Responsibilities of parties involved, contents of the database and manner of
submitting the information
2.1. Depositories:
a) Depositories shall continue to jointly create, host, maintain and disseminate
the centralized database of corporate bonds, which are available in demat
form. All historical data available in the database in terms of SEBI Circular no.
CIR/IMD/DF/17/2013 dated October 22, 2013 and SEBI/HO/DDHS/DDHS1/
P/CIR/2021/572 dated June 04, 2021 shall continue to be hosted by the
Depositories.
b) Depositories shall ensure to have adequate systems and safeguards to
maintain the integrity of data and to prevent manipulation of data.
c) Each depository shall synchronize the database in consultation with the other
Depository.
d) Depository which receives information from an issuer shall host the same as
well as share it with the other depository for hosting within three working days
from the date of receipt of the information.
e) Depositories shall categorize investors as per the SEBI Circular No.
CIR/CFD/CMD/13/2015 dated November 30, 2015.
f) Depositories shall provide secure login credentials to issuers, stock
exchanges, credit rating agencies and debenture trustees for updating and
verifying requisite information in the corporate bond database within timelines
as mentioned in this circular.
19SEBI/HO/DDHS/DDHS1/P/CIR/2021/572 dated June 04, 2021;
Page 58 of 121
2.2. Issuers:
a) Issuers shall fill all the requisite fields as provided in Annex - XIV-A in the
Centralized Database at the time of allotment of the ISIN. Depositories shall
verify the information as provided by issuer at the time of activation of ISIN.
b) Post listing of securities, Issuers shall submit information in the requisite fields
as provided in Annex - XIV-B to any of the stock exchanges where their
securities are listed on a periodical basis20 (within 30 days from the end of the
financial year) and/ or ‘as and when’ basis (event based), as applicable. The
stock exchange shall indicate the format of filing to the Issuers in this regard.
2.3. Stock exchanges:
a) Stock exchanges and depositories shall develop a system such that
information received by them is updated on the Centralized Database on a
daily basis.
b) Stock exchanges shall verify listing details as provided in Annex - XIV-A and
Annex - XIV-B of this chapter in the Centralized Database.
c) Stock exchanges shall update event based and periodical information in the
Centralized Database when received from the issuers in Annex - XIV-B.
2.4. Credit Rating Agencies:
CRAs shall access the database to verify the rating information uploaded by the
Issuer. In case of any discrepancy, CRAs shall notify the same to stock exchanges
and update the correct information in the database within the time stipulated in
Annex - XIV-C.
2.5. Debenture Trustees:
DTs shall access the database to verify the information regarding default history
and other relevant information. in case of any discrepancy, debenture trustee shall
notify the same to stock exchanges and update the correct information in the
database, within the time stipulated in Annex - XIV-C.
20Modified vide SEBI/HO/DDHS/P/CIR/2021/031dated March 22, 2022. Prior to the amendment, the clause
read as under:
“Post listing of securities, Issuers shall submit information in the requisite fields as provided in Annex - XIV-
B to any of the stock exchanges where their securities are listed on a periodical basis and/ or ‘as and when’
basis (event based), as applicable. The stock exchange shall indicate the format of filing to the Issuers in
this regard.”
Page 59 of 121
3. Depositories shall also provide the information available with respect to
Non-convertible Redeemable Preference Shares and Securitized Debt Instruments, in
a separate section within the database, in the form as available with them, after sharing
the same with the other depository for synchronizing and updating the database.
Page 60 of 121
Annex - XIV-A
The list of data fields to be submitted by issuer to depositories at the time of
allotting of ISIN is as under:
A. Issuer details:
Sl. No. Category
1 Issuer Name
2 Issuer’s former names (the last three names including merger/
amalgamation cases will be made available, if any)
3 CIN
4 LEI
5 Address of registered office of the issuer
6 Name and e-mail address of the Compliance Officer/ Company Secretary
7 Details of the Group Companies
a. Name of the Companies
b. CIN
c. LEI
d. Nature of relationship
Subsidiary, Associate, Holding company, common directors, others (if
any, provide the details)
B. Issuer/ instrument classification:
8. Type of Issuer (relevant option may be selected (√)):
a) Based on ownership:
Sl. No. Category
1 PSU
2 Non PSU
3 Issuer under SEBI ILDM Regulations, 2015
21
21Deleted vide SEBI/HO/DDHS/P/CIR/2021/031dated March 22, 2022. Prior to the deletion, the clause read
as under:
“b) Based on nature of business:
Sl. No. Category
1 Bank
2 Bank owned HFCs
3 PSU/ Government owned HFCs
4 Bank owned NBFC
5 PSU/ Government owned NBFC
6 NBFCs – other that (4) and (5) above
7 HFCs – other than (2) and (3)
8 Corporate
9 Others
"
Page 61 of 121
9. Based on sector of business (relevant option may be selected (√))22:
Macro- Basic
MES Sect Ind Basic
Economi Sector Industry Ind Definition
Code Code Code Industry
c Sector Code
IN01 Commodit IN0101 Chemicals IN010 Chemicals & IN01010 Commodity Manufacturers of basic and
ies 101 Petrochemicals 1001 Chemicals industrial chemicals like synthetic
fibres, films, organic and
inorganic chemicals etc.
IN01010 Specialty Manufacturers of chemicals used
1002 Chemicals in the manufacture of a variety of
products, like fine chemicals,
additives, advanced polymers,
explosives, adhesives, printing
inks, sealants, dyes, pigments,
coatings etc.
IN01010 Carbon Black Manufacturers of carbon black
1003
IN01010 Dyes And Manufacturer, supplier and
1004 Pigments distributor of dyes and pigments
IN01010 Explosives Manufacturer, supplier and
1005 exporter of commercial
explosives and explosive
accessories
IN01010 Petrochemical Manufacturer, supplier and
1006 s distributor of petrochemical
products like propylene oxide,
propylene glycols and polyols
etc. Also includes manufacturers
of nylon, polyester and acrylic
fibres, plastics (not covered
under Plastic Products -
Consumer under Consumer
Discretionary and Plastic
Products - Industrial under
Manufacturing) etc.
IN01010 Printing Inks Manufacturers and distributor of
1007 printing inks and allied material
IN01010 Trading - Trading companies and
1008 Chemicals distributors of chemicals
IN01010 Industrial Producer or supplier of industrial
1009 Gases gases
IN010 Fertilizers & IN01010 Fertilizers Manufacturers of fertilizers
102 Agrochemicals 2001
IN01010 Pesticides & Manufacturers of agrochemicals
2002 Agrochemicals and pesticides
22Modified vide SEBI/HO/DDHS/P/CIR/2021/031dated March 22, 2022. Prior to the amendment, the table
under the clause read as under:
“Sl. No. Category
1 Basic Materials
2 Consumer Goods including FMCG
3 Consumer Services
4 Energy
5 Finance
6 Healthcare
7 Industrial
8 Technology
9 Telecommunications
10 Utilities
11 Others
Page 62 of 121
Macro- Basic
MES Sect Ind Basic
Economi Sector Industry Ind Definition
Code Code Code Industry
c Sector Code
IN0102 Constructi IN010 Cement & IN01020 Cement & Manufacturer, supplier and
on 203 Cement 3001 Cement distributor of cement, cement
Materials Products Products products
IN010 Other IN01020 Other Other construction material such
204 Construction 4001 Construction supplier of sand etc. It excludes
Materials Materials companies dealing with granites,
marbles, etc. which are classified
as 'Furniture, Home Furnishing,
Flooring' under Consumer
Discretionary
IN0103 Metals & IN010 Ferrous Metals IN01030 Ferro & Silica Manufacturers and distributor of
Mining 301 1001 Manganese ferro silico manganese like ferro
alloys, briquette, fly ash bricks
etc.
IN01030 Pig Iron Manufacturers and distributor of
1002 pig iron
IN01030 Sponge Iron Manufacturers and distributor of
1003 sponge iron
IN01030 Iron & Steel Manufacturers of Iron & steel
1004
IN010 Non - Ferrous IN01030 Aluminium Mining, processing,
302 Metals 2001 manufacturing and distributing
the aluminium
IN01030 Copper Producer and distributor of
2002 copper
IN01030 Zinc Producer and distributor of zinc
2003
IN01030 Precious Mining, manufacturing and
2004 Metals distributing precious materials
like gold, silver, platinum etc.
Includes investment trusts where
underlying is gold or similar
precious metals
IN010 Diversified IN01030 Diversified Companies engaged in
303 Metals 3001 Metals manufacturing and mining of
diversified metals
IN010 Minerals & IN01030 Industrial Mining, producing and
304 Mining 4001 Minerals distributing industrial materials
(excluding Coal which has been
classified under 'Energy')
IN010 Metals & IN01030 Trading - Trading companies and
305 Minerals Trading 5001 Metals distributors of metals (excluding
precious metals)
IN01030 Trading - Trading companies and
5002 Minerals distributors of industrial minerals
(excluding Coal trading which
has been classified under
'Energy')
IN0104 Forest IN010 Paper, Forest & IN01040 Paper & Paper Manufacturers of paper, paper
Materials 401 Jute Products 1001 Products boards etc.
IN01040 Forest Companies dealing with Timber,
1002 Products Wood, Soil, Pulp, Firewood,
Cork, Shellac, Cross Laminated
Timber excluding plywood and
laminates which is classified as
'Furniture, Home Furnishing,
Flooring' under Consumer
Discretionary
IN01040 Jute & Jute Manufacturers of jute and jute
1003 Products products
IN02 Consumer IN0201 Automobil IN020 Automobiles IN02010 Passenger Manufacturer of passenger /utility
Discretion e and Auto 101 1001 Cars & Utility vehicles including car, bus, taxis,
ary Compone Vehicles auto rickshaws etc.
nts
Page 63 of 121
Macro- Basic
MES Sect Ind Basic
Economi Sector Industry Ind Definition
Code Code Code Industry
c Sector Code
IN02010 2/3 Wheelers Manufacturers of motorcycles,
1002 scooters, three-wheelers and
bicycles
IN02010 Trading - Trading and distribution of
1003 Automobiles passenger cars, utility vehicles,
2/3 wheelers
IN020 Auto IN02010 Auto Manufacturers and distributors of
102 Components 2001 Components & accessories for automobiles
Equipments
IN02010 Batteries - Manufacturer of automobiles
2002 Automobile batteries
IN02010 Fastener Manufacturer of fastener for
2003 vehicles
IN02010 Gas Cylinders Manufacturer of gas cylinders for
2004 automobile
IN02010 Trading - Auto Trading and distribution of auto
2005 Ancillaries components
IN02010 Tyres & Manufacturers and distributors of
2006 Rubber tyres and rubber products for
Products automobile
IN0202 Consumer IN020 Consumer IN02020 Air Conditioner Manufacturers and distributors of
Durables 201 Durables 1001 air conditioners
IN02020 Cycles Manufacturers and distributors of
1002 bicycles and tricycles
IN02020 Consumer Manufacturers and distributor of
1003 Electronics consumer electronics like
television, video cassette
recorder, DVD player, audio
equipments, games etc.
IN02020 Furniture, Manufacturers and distributor of
1004 Home furniture, carpets, ceramic tiles,
Furnishing, granite, marble etc.
Flooring
IN02020 Gems, Manufacturers and distributor of
1005 Jewellery And gems, jewellery, watches and
Watches other luxury goods and
accessories
IN02020 Glass - Manufacturers and distributor of
1006 Consumer consumer glass products
IN02020 Household Manufacturers of electric
1007 Appliances household appliances like
juicers, food processors,
microwave ovens etc.
IN02020 Houseware Manufacturers and distributors of
1008 other household durable
products like cookware, cutlery,
utensils and consumer
specialties not classified
otherwise
IN02020 Leather And Manufacturers and distributors of
1009 Leather leather products such as belt,
Products leather bags, all types of
footwear etc.
IN02020 Leisure Manufacturers of leisure
1010 Products products and equipment
including sports equipment, gift
articles etc.
IN02020 Plastic Manufacturers and distributor of
1011 Products - plastic products used in
Consumer households such as suitcase,
briefcase and other consumer
plastic products not covered
under 'Houseware' above
Page 64 of 121
Macro- Basic
MES Sect Ind Basic
Economi Sector Industry Ind Definition
Code Code Code Industry
c Sector Code
IN02020 Plywood Manufacturers and distributor of
1012 Boards/ plywood, laminates etc.
Laminates
IN02020 Sanitary Ware Manufacturer of sanitary ware
1013 like ceramic plumbing fixtures (as
sinks, lavatories, or toilet bowls)
IN02020 Toys Manufacturers and distributors of
1014 toys, games etc
IN02020 Paints Manufacturers and distributors of
1015 interior and exterior paints
IN02020 Diversified Any other consumer products not
1016 Consumer covered above
Products
IN0203 Textiles IN020 Textiles & IN02030 Garments & Manufacturers & distributors of
301 Apparels 1001 Apparels apparels/ garments
IN02030 Other Textile Manufacturers & distributors of
1002 Products textiles, fabrics, yarn, silk yarn,
blended and texturized yarn and
related products
IN02030 Trading - Trading and Distribution of
1003 Textile 'garments & apparels' and 'other
Products textile products' where a revenue
from each segment cannot be
determined separately
IN0204 Media, IN020 Media IN02040 Advertising & Companies providing
Entertain 401 1001 Media advertising, public relations and
ment & Agencies marketing services. It also
Publicatio includes billboard providers and
n telemarketers.
IN02040 Electronic Publisher of newspapers,
1002 Media magazines and other periodicals
through electronic medium
IN02040 Web based Companies engaged in providing
1003 media and social media, search engines,
service platforms for networking etc.
Excludes companies operating in
online shopping classified under
E-Retail/ E-Commerce and
companies providing online
directory of suppliers and
potential buyers for various
products/ merchandise classified
under Internet & Catalogue Retail
IN02040 Print Media Publisher of newspapers,
1004 magazines and other periodicals
through print medium
IN020 Entertainment IN02040 Film Producers and distributors of
402 2001 Production, movies. Includes theatres and
Distribution & auditoriums
Exhibition
IN02040 Digital Producers and distributors of
2002 Entertainment movies and other entertainment
related contents through digital,
Over the Top (OTT) platform.
IN02040 Media & Producers and distributors of
2003 Entertainment entertainment products and
services. It includes companies
engaged in the production,
distribution and screening of
television shows, producers and
distributors of music and sports
teams. It excludes production
and distribution of movies which
is classified under 'Film
Page 65 of 121
Macro- Basic
MES Sect Ind Basic
Economi Sector Industry Ind Definition
Code Code Code Industry
c Sector Code
Production, Distribution &
Exhibition'.
IN02040 TV Owners of TV channels, includes
2004 Broadcasting broadcasting of TV shows and
& Software cable TV operators and DTH
Production service providers
IN020 Printing & IN02040 Printing & Companies providing service of
403 Publication 3001 Publication commercial printing, publication
of books, commercial documents
etc.
IN0205 Realty IN020 Realty IN02050 Residential, Companies engaged in
501 1001 Commercial development and construction of
Projects residential/ commercial (offices/
shops etc.) properties
IN02050 Real Estate Companies engaged in providing
1002 related real estate related services like
services real estate agents.
IN02050 Real Estate Companies or Trusts engaged in
1003 Investment ownership, acquisition,
Trusts (REITs) development, management and
operation of real estate
IN0206 Consumer IN020 Leisure Services IN02060 Hotels & Owners and operators of hotels,
Services 601 1001 Resorts resorts etc. Includes investment
trusts where underlying is 'Hotels
and Resorts'
IN02060 Restaurants Owners and operators of
1002 restaurants, recreation clubs,
bars, coffee shops, fast-food,
catering service etc.
IN02060 Amusement Owners and operators of
1003 Parks/ Other amusement parks, Casinos and
Recreation other recreation facilities not
covered above
IN02060 Wellness Owners and operators of
1004 wellness facilities such as
gymnasium, yoga centre, beauty
parlours, salons etc.
IN02060 Tour, Travel Companies engaged into
1005 Related provision of tour, travel related
Services services. It includes tour
operators, ticketing, visa
processing, hotel and vehicle
booking etc. It includes
companies that provide such
service through digital medium
IN020 Other Consumer IN02060 Education Any stream of education
602 Services 2001 (including IT education or any
specialized training) provided in
classroom
IN02060 E-Learning Any stream of education
2002 (including IT education or any
specialized training) provided
through medium other than
classroom
IN02060 Food Storage Companies engaged in providing
2003 Facilities food storage facility
IN02060 Other Companies providing other
2004 Consumer consumer services not classified
Services elsewhere. It includes event
managers, security services,
housekeeping services etc.
IN020 Retailing IN02060 Specialty Owners and operators of retail
603 3001 Retail store comprising a single class of
goods such as apparels,
electronics, stationary etc.
Page 66 of 121
Macro- Basic
MES Sect Ind Basic
Economi Sector Industry Ind Definition
Code Code Code Industry
c Sector Code
IN02060 Pharmacy Companies engaged in sale of
3002 Retail pharmaceutical, provision of
health related products and
services through electronic
medium
IN02060 Diversified Owners and operators of stores
3003 Retail offering multiple range of product
categories (department stores)
IN02060 E-Retail/ E- Companies that earns significant
3004 Commerce revenue from provision of
products or services
predominantly through electronic
medium such as internet.
IN02060 Internet & Companies providing online
3005 Catalogue directory of suppliers and
Retail potential buyers for various
products/ merchandise
IN02060 Distributors Distributors and wholesalers of
3006 general merchandise not
classified elsewhere
IN03 Energy IN0301 Oil, Gas & IN030 Gas IN03010 Gas Companies engaged in
Consuma 101 1001 Transmission/ marketing and/ or transportation
ble Fuels Marketing of gases
IN03010 Industrial Gas Producer or supplier of industrial
1002 gases
IN03010 LPG/CNG/PN Companies engaged in
1003 G/LNG distribution of LPG, CNG, PNG
Supplier and LNG
IN03010 Trading - Gas Companies engaged in the
1004 activity of trading in gas
IN030 Oil IN03010 Oil Exploration Companies engaged in the
102 2001 & Production exploration and production of oil
IN03010 Offshore Companies providing offshore
2002 Support drilling services to oil companies
Solution
Drilling
IN03010 Oil Storage & Companies engaged in providing
2003 Transportation storage and transportation facility
for oil companies
IN03010 Oil Equipment Manufacturers of equipment for
2004 & Services and providers of services to the
oil and gas industry
IN030 Petroleum IN03010 Refineries & Companies engaged in the
103 Products 3001 Marketing refining and marketing of oil, gas
and petroleum products
IN03010 Lubricants Manufacturers and distributors of
3002 lubricants
IN030 Consumable IN03010 Coal Companies engaged in
104 Fuels 4001 exploration, mining, trading and
distribution of coal, coke and
lignite
IN04 Fast IN0401 Fast IN040 Agricultural Food IN04010 Edible Oil Producers and distributors of
Moving Moving 101 & other Products 1001 edible oil
Consumer Consumer
Goods Goods
IN04010 Sugar Producers and distributors of
1002 sugar and allied products
IN04010 Tea & Coffee Producers and distributors of tea
1003 and coffee
IN04010 Other Producers and distributors of
1004 Agricultural agricultural products not
Products classified elsewhere
IN040 Beverages IN04010 Breweries & Manufacturers of alcoholic
102 2001 Distilleries beverages. Includes distillers
Page 67 of 121
Macro- Basic
MES Sect Ind Basic
Economi Sector Industry Ind Definition
Code Code Code Industry
c Sector Code
IN04010 Other Manufacturers of non-alcoholic
2002 Beverages beverages
IN040 Cigarettes & IN04010 Cigarettes & Manufacturers and distributors of
103 Tobacco 3001 Tobacco cigarettes and other tobacco
Products Products products
IN040 Food Products IN04010 Animal Feed Manufacturers and distributors of
104 4001 animal feed
IN04010 Dairy Products Producers and distributors of
4002 dairy products
IN04010 Other Food Producers and distributors of
4003 Products other food products not classified
elsewhere
IN04010 Packaged Producers & distributors of
4004 Foods packaged foods including
biscuits, chocolates, chips etc.
IN040 Personal IN04010 Personal Care Manufacturers and distributors of
105 Products 5001 personal products such as tooth
paste, shampoo, perfume,
cosmetics etc.
IN040 Household IN04010 Household Manufacturers and distributors of
106 Products 6001 Products household products such as
aluminium foils, detergents,
matchstick, paper tissues, soaps
etc.
IN04010 Batteries Manufacturers and distributors of
6002 batteries used in home
appliances. Excludes
automobiles batteries classified
under 'Consumer Discretionary'
IN04010 Photographic Manufacturers and distributors of
6003 Products photographic products
IN04010 Stationary Manufacturers and distributors of
6004 stationary such as pen, pencil,
notebooks etc.
IN040 Diversified IN04010 Diversified Companies engaged into
107 FMCG 7001 FMCG multiple FMCG products, where
no single business segment
contributes more than 50% of
companies' total revenue and two
or more segments each
contributes at least 20% of total
revenue
IN05 Financial IN0501 Financial IN050 Finance IN05010 Financial Financial Institutions as defined
Services Services 101 1001 Institution under Section 4(1) of the
Companies Act, 1956
IN05010 Housing Companies providing loan for
1002 Finance buying housing and commercial
Company properties
IN05010 Investment Companies which earn major
1003 Company revenue from interest, capital
appreciation from investments
made. It does not include rental
income which is classified under
'Diversified Commercial
Services'
IN05010 Non-Banking Non-Banking Financial Company
1004 Financial (NBFC) as may be specified by
Company the Reserve Bank of India (RBI)
(NBFC)
IN05010 Other Companies providing financial
1005 Financial services not covered elsewhere
Services under 'Financial Services'
IN05010 Holding Holding companies with holding
1006 Company of 51% or more in other company
Page 68 of 121
Macro- Basic
MES Sect Ind Basic
Economi Sector Industry Ind Definition
Code Code Code Industry
c Sector Code
IN050 Banks IN05010 Public Sector Banks sponsored by Central or
102 2001 Bank State government in India
categorized as public sector bank
by Reserve Bank of India (RBI)
IN05010 Private Sector Banks categorized as private
2002 Bank sector banks by Reserve Bank of
India (RBI)
IN05010 Other Bank Other banks not classified under
2003 Public Sector Bank and Private
Sector Bank above. Includes
foreign banks, payment banks,
small banks etc.
IN050 Capital Markets IN05010 Asset Companies engaged in mutual
103 3001 Management fund activities i.e. companies
Company operating mutual funds, open-
end mutual funds, closed-end
mutual funds etc.
IN05010 Depositories, Companies providing depository
3002 Clearing services. Includes clearing
Houses and houses/ clearing corporations,
Other registrar/ share transfer agents,
Intermediaries custodians etc. which are not
covered elsewhere under
'Capital Markets'
IN05010 Financial Companies engaged into
3003 Products distribution of financial products
Distributor
IN05010 Ratings Companies providing ratings
3004 service
IN05010 Exchange and Companies providing platform for
3005 Data Platform trading of equity, commodity,
currency, fixed income securities,
power etc. are classified under
'Exchange Platform'.
Companies providing data
vending/ data dissemination are
classified under 'Data Platform'
IN05010 Stockbroking Companies engaged in providing
3006 & Allied brokerage services and other
allied activities such as
investment advisory services etc.
IN05010 Other Capital Other Capital Market related
3007 Market related Services not classified elsewhere
Services above
IN050 Insurance IN05010 General Companies providing general
104 4001 Insurance insurance
IN05010 Life Insurance Companies providing life
4002 insurance
IN05010 Other Insurance companies offering
4003 Insurance multiple line of insurance such as
Companies life insurance, general insurance,
medical insurance, etc.
IN05010 Insurance Companies engaged into
4004 Distributors distribution of insurance products
IN050 Financial IN05010 Financial Fintechs providing services like
105 Technology 5001 Technology banking, payment processing,
(Fintech) (Fintech) brokerage, aggregation and
distribution of financial products
and services
IN06 Healthcar IN0601 Healthcar IN060 Pharmaceuticals IN06010 Pharmaceutic Manufacturers and distributors of
e e 101 & Biotechnology 1001 als pharmaceuticals and companies
engaged in research &
development of pharmaceuticals
IN06010 Biotechnology Companies engaged in the
1002 development, manufacturing or
Page 69 of 121
Macro- Basic
MES Sect Ind Basic
Economi Sector Industry Ind Definition
Code Code Code Industry
c Sector Code
marketing and distribution of
products based on biotechnology
IN060 Healthcare IN06010 Medical Manufacturers and distributors of
102 Equipment & 2001 Equipment & medical equipments such as
Supplies Supplies blood pressure monitoring
machine, X-Ray machines, MRI
scanners, and supplies such as
injection needles, syringe, gloves
etc.
IN060 Healthcare IN06010 Hospital Owners and operators of health
103 Services 3001 care facilities. It includes
hospitals, nursing homes and
veterinary hospitals. Includes
investment trusts where
underlying is 'Hospitals'
IN06010 Healthcare Owners and operators of
3002 Service diagnostic services such as
Provider pathological laboratories, X-Ray
and MRI scan centres, etc.
IN06010 Healthcare Companies providing healthcare
3003 Research, research and analytics related
Analytics & services
Technology
IN07 Industrials IN0701 Constructi IN070 Construction IN07010 Civil Companies engaged in
on 101 1001 Construction designing, construction and
maintenance of roads, bridges,
canals, dams etc. It excludes
companies engaged in
construction of residential and
commercial buildings which are
classified as 'Realty' under
'Consumer Discretionary'.
Includes investment trusts where
underlying is 'Civil Construction'
IN07010 Engineering, Companies engaged into
1002 Designing & Engineering, procurement and
Construction construction (EPC) projects
IN0702 Capital IN070 Aerospace & IN07020 Aerospace & Manufacturers of civil and military
Goods 201 Defense 1001 Defense aerospace and equipments,
defense equipments, defense
electronics and products thereof
IN070 Agricultural, IN07020 Tractors Manufacturers and distributors of
202 Commercial & 2001 tractors and other farm vehicles
Construction
Vehicles
IN07020 Commercial Manufacturers and distributors of
2002 Vehicles commercial vehicles as trucks,
dumpers etc.
IN07020 Construction Manufacturers and distributors of
2003 Vehicles construction vehicles like cranes,
bulldozers etc.
IN070 Electrical IN07020 Heavy Manufacturers and distributors of
203 Equipment 3001 Electrical power generating equipment and
Equipment other heavy electrical equipment
such as power turbines,
transmission towers, heavy
electrical machinery
IN07020 Other Manufactures and distributors of
3002 Electrical electric cables and wires and
Equipment other electrical components or
equipment not classified under
Heavy Electrical Equipment
IN070 Industrial IN07020 Elevators Manufacturer of elevators and
204 Manufacturing 4001 escalators
Page 70 of 121
Macro- Basic
MES Sect Ind Basic
Economi Sector Industry Ind Definition
Code Code Code Industry
c Sector Code
IN07020 Engineering & Manufacturers and distributors of
4002 Construction engineering and construction
products related products not covered
elsewhere
IN07020 Industrial Manufacturers and distributor of
4003 Electronics industrial electronics like CC TV
surveillance system, access
control system, fire alarm
System, multi-apartment video
door phones, video door phones,
intruder alarm System, fingerprint
locks, and remote managed
services etc.
IN07020 Industrial Manufacturers and distributor of
4004 Equipments industrial equipment not covered
elsewhere
IN07020 Railway Manufacturers of railway wagons
4005 Wagons and EMU coaches
IN07020 Ship Building Companies engaged in ship
4006 & Allied building and providing allied
Services services
IN07020 Industrial Manufacturers and distributors of
4007 Machinery industrial machinery not covered
elsewhere
IN070 Industrial IN07020 Abrasives Manufactures and distributors of
205 Products 5001 abrasives
IN07020 Bearings Manufactures and distributors of
5002 bearings. Excludes bearings
used for automobiles which are
classified as 'Auto Components &
Equipments' under Consumer
Discretionary
IN07020 Cables - Manufacturers and distributors of
5003 Electricals electrical cables/ wires. Excludes
telecom cables which are
classified as 'Telecom -
Equipment & Accessories' under
'Telecommunication'
IN07020 Castings & Manufacturers and distributors of
5004 Forgings castings and forgings. Excludes
companies generating majority
revenue from automobile
segment and they are classified
as 'Auto Components &
Equipments' classified under
'Consumer Discretionary'
IN07020 Compressors Manufacturers and distributors of
5005 & Pumps compressors and pumps
IN07020 Diesel Manufacturers and distributors of
5006 Engines diesel engines. Excludes engines
used for automobiles which are
classified as 'Auto Components &
Equipments' under Consumer
Discretionary
IN07020 Electrodes Manufacturers and distributors of
5007 electrodes
IN07020 Packaging Manufacturers and distributors of
5008 packaging materials such as
cardboard, bags, boxes, cans,
drums, bottles and jars and glass
IN07020 Plastic Manufacturers and distributors of
5009 Products - industrial plastic products such
Industrial as plastic pipes etc.
IN07020 Refractories Manufacturers and distributors of
5010 refractories
Page 71 of 121
Macro- Basic
MES Sect Ind Basic
Economi Sector Industry Ind Definition
Code Code Code Industry
c Sector Code
IN07020 Rubber Manufacturers and distributors of
5011 rubber and rubber products.
Excludes companies classified
as 'Tyres & Rubber Products'
under 'Consumer Discretionary'
IN07020 Other Manufacturers and distributors of
5012 Industrial other industrial products not
Products classified elsewhere
IN07020 Glass - Manufacturers and distributors of
5013 Industrial industrial glasses. It excludes
consumer glass classified under
'Consumer Discretionary'
IN07020 Aluminium, Manufacturers and distributors of
5014 Copper & Zinc aluminium, copper and zinc
Products products
IN07020 Iron & Steel Manufacturers and distributors of
5015 Products iron and steel products
IN08 Informatio IN0801 Informatio IN080 IT - Software IN08010 Computers - Companies engaged in software
n n 101 1001 Software & development, IT consulting and
Technolog Technolog Consulting data analytics
y y
IN08010 Software Companies engaged in
1002 Products development of software
products that can be commonly
used by individuals and
corporates
IN080 IT - Services IN08010 IT Enabled Companies engaged in providing
102 2001 Services services for business automation
through provision of IT
infrastructure.
IN080 IT - Hardware IN08010 Computers Manufactures and distributors of
103 3001 Hardware & computer hardware and
Equipments equipments such as personal
computers, laptops, servers,
motherboards, networking
equipments, printers, photo
copiers etc.
IN09 Services IN0901 Services IN090 Engineering IN09010 Dredging Companies providing dredging
101 Services 1001 and related services
IN090 Transport IN09010 Airline Owners and operators of
102 Services 2001 commercial airlines
IN09010 Logistics Companies providing logistic
2002 Solution services, courier, movers &
Provider packers etc.
IN09010 Railways Companies providing passenger
2003 or cargo transportation through
railways
IN09010 Road Companies providing passenger
2004 Transport or cargo transportation through
roads
IN09010 Shipping Companies providing passenger
2005 or cargo transportation through
marine (shipping)
IN09010 Transport Other transport related service
2006 Related not covered elsewhere
Services
IN090 Transport IN09010 Airport & Owners and operators of airports
103 Infrastructure 3001 Airport and companies providing airport
services related services
IN09010 Port & Port Owners and operators of marine
3002 services ports and related services like
marine engineering services
IN09010 Toll bridge Operators of bridge, highway, toll
3003 operator bridges etc. Does not include
companies engaged into
Page 72 of 121
Macro- Basic
MES Sect Ind Basic
Economi Sector Industry Ind Definition
Code Code Code Industry
c Sector Code
construction of road, bridges and
highways which are classified as
'Civil Construction' under
'Manufacturing'
IN090 Commercial IN09010 Trading & Companies engaged in trading
104 Services & 4001 Distributors and distribution of goods not
Supplies covered elsewhere
IN09010 Consulting Companies engaged in providing
4002 Services consulting services
IN09010 Data Companies engaged in providing
4003 Processing commercial electronic data
Services processing services
IN09010 Diversified Companies providing
4004 Commercial commercial and consumer
Services services not classified
elsewhere. Includes,
employment and related
services, environmental services
and pollution control services,
other security services, renting
and leasing services, trade and
commission agent services etc.
IN09010 Business Companies engaged in providing
4005 Process Business Process Outsourcing
Outsourcing (BPO)/ Knowledge Process
(BPO)/ Outsourcing (KPO) services
Knowledge
Process
Outsourcing
(KPO)
IN10 Telecomm IN1001 Telecomm IN100 Telecom - IN10010 Telecom - Companies providing fixed line
unication unication 101 Services 1001 Cellular & and cellular telecom services
Fixed line
services
IN10010 Telecom - Companies engaged into
1002 Infrastructure provision of telecom instruments
and telecom related
infrastructure services.
IN10010 Other Telecom Companies engaged into
1003 Services provision of broad band internet
service and other telecom related
services not covered elsewhere
IN100 Telecom - IN10010 Telecom - Manufacturers and distributors of
102 Equipment & 2001 Equipment & telecom equipments, cables and
Accessories Accessories other accessories. Includes
investment trusts where
underlying is telecom equipment
such as telephone instruments
IN11 Utilities IN1101 Power IN110 Power IN11010 Electric Companies engaged into
101 1001 Utilities production and distribution of
thermal, solar, hydro and wind
power. Includes investment
trusts where underlying is power
generation and distribution
IN11010 Power Trading Companies engaged into trading
1002 of electricity
IN11010 Power - Companies engaged into
1003 Transmission transmission or distribution of
electricity. Includes investment
trusts where underlying is power
transmission
IN1102 Utilities IN110 Other Utilities IN11020 Water Supply Companies engaged into water
201 1001 & supply and management
Management
Page 73 of 121
Macro- Basic
MES Sect Ind Basic
Economi Sector Industry Ind Definition
Code Code Code Industry
c Sector Code
IN11020 Waste Companies engaged into waste
1002 Management management
IN11020 Emergency Companies engaged into
1003 Services providing emergency services
like fire brigade, flood
management etc.
IN11020 Multi Utilities Companies providing multiple
1004 lines of utilities
IN11020 Other Utilities Companies providing utilities not
1005 covered elsewhere
IN12 Diversified IN1201 Diversified IN120 Diversified IN12010 Diversified Companies engaged into
101 1001 multiple business segment,
where no single business
segment contributes more than
50% of companies' total revenue
and two or more segments each
contributes at least 20% of total
revenue
10. Type of Instrument (relevant option may be selected (√)):
Sl. No. Category
1 Plain vanilla debentures
2 Structured/ market linked debentures
3 Municipal bonds
4 Green debt securities
5 Perpetual debt instruments
6 Others (Please specify)
11. Whether tax free (relevant option may be selected (√)):
Sl. No. Category
1 Yes
2 No
If tax free, quote the relevant section of the Income Tax Act, 1961 under which it
is tax free.
12. Whether bonds/ debentures fall under ‘Infrastructure’ category as per Government
notification (relevant option may be selected (√)):
Sl. No. Category
1 Yes
2 No
Page 74 of 121
C. Issue details:
Sl. No. Category
13 Mode of issue (relevant option may be selected (√))
a Public issue
b Private Placement - indicate if EBP/ non-EBP
c Bonus issue
d Scheme of arrangement
e Others, please specify
14 Scheduled opening date* (if applicable)
15 Scheduled closing date* (if applicable)
16 Actual closing date*
17 Arranger/ lead manager to the issue (name, address & contact details)
18 Registrar (name, address & contact details)
Debenture trustee (name, address, contact details including grievance/
19
complaints email address & website address)
20 Total Allotment Quantity
21 Issue price (per instrument)
22 Issue Size including Green Shoe Option (if applicable)
a Issue Size (total allotment quantity * face value)
b Green Shoe Option (yes/ no)
c Amount raised (total allotment quantity * issue price)
23 Date of allotment
24 Listed/ unlisted/ to be listed
Name of the stock exchange (in which listed or proposed to be listed) and
25
date of listing (if listed)
* mandatory in case of private placement and public issue
26. Further issuance under same ISIN (yes/ no). If yes, provide the following details of
all the previous issuances under the same ISIN:
Sl. Date of Allotment Cumulative Issue Issue Cumulative Total Cum.
No. allotment quantity quantity price size issue size amount amount
(in (in (in Rs. raised raised
Rs.) Rs. crore) (in Rs.( in Rs.
crore) crore) crore)
27. Objects of the issue (details):
D. Instrument details:
28. ISIN:
29. Series/ tranche (if any):
30. Tranche No. (If any):
Page 75 of 121
31. Instrument description (short):
32. Instrument description (long):
33. Face value (per instrument):
34. Tenure of the instrument at the time of issuance (in ___years; ____months;
__days)
35. Whether secured or unsecured (relevant option may be selected (√):
Sl. No. Category
1 Secured
2 Unsecured
If secured, provide complete details regarding the assets secured/ hypothecated/
mortgaged etc.)
36. Whether Guaranteed or Partially guaranteed (relevant option may be selected (√)):
Sl. No. Category
1 Guaranteed
2 Partially guaranteed
3 Not guaranteed
If guaranteed, provide complete details regarding the guarantee:
a) Name of guarantor:
b) Percentage of guarantee:
c) Other details of guarantee:
37. Credit enhancement details:
a) Credit enhancement facility availed (yes/ no):
b) If yes, provide complete details regarding the credit enhancement:
i.Nature of Credit Enhancement
ii.Amount of Credit Enhancement
iii.Other details of Credit Enhancement
38. Principal protected (yes/ no):
Page 76 of 121
39. Seniority in repayment (relevant option may be selected (√)):
Sl. No. Category
1 Senior
2 Subordinate – Tier 1
3 Additional Tier 1
4 Subordinate – Tier 2
5 Subordinate – Tier 2-Upper
6 Subordinate – Tier 2-Lower
7 Subordinate – Tier 3
8 Perpetual
9 Unsubordinated
40. Coupon basis (relevant option may be selected (√)):
Sl. No. Category
1 Fixed
2 Variable (If variable, please specify the benchmark and the spread
over/ under the benchmark; mention floor value and cap value if any)
a) Index Linked
b) Equity Linked
c) Commodity linked
d) MIBOR linked
e) Inflation Linked
f) G-Sec Linked
g) Credit Linked
h) Bank Marginal Cost of Funds based Lending Rate (MCLR) linked
i) Others
3 Zero coupon
41. Coupon type (relevant option may be selected (√)):
Sl. No. Category
1 Simple
2 Compounding
If compounding, provide details of frequency of compounding.
42. Coupon rate (If variable, please specify the benchmark and the spread over/ under
the benchmark; mention floor value and cap value if any):
43. Whether step up/ step down coupon basis is available (relevant option may be
selected (√)):
Sl. No. Category
1 Step up
2 Step down
Page 77 of 121
If yes, kindly provide the details thereof along with details of coupon reset value(s)
and date(s) of reset.
44. Undertaking that the Day Count Convention is calculated as ‘Actual/ Actual’.
45. A hyperlink (downloadable) for the ‘allotment confirmation letter’ reflecting the
number of ISINs to be allotted to be made available.
46. Whether put option available (yes/ no):
a) If yes, provide specified dates:
b) Put option can be exercised at (discount/ premium/ par) (relevant option may
be selected (√)):
Sl. No. Category
1 Discount
2 Premium
3 Par
47. Whether call option available (yes/ no):
a) If yes, provide specified dates:
b) Call option can be exercised at (discount/ premium/ par) (relevant option may
be selected (√)):
Sl. No. Category
1 Discount
2 Premium
3 Par
48. Indicate whether the instrument is rated (relevant option may be selected (√)):
Sl. No. Category
1 Yes
2 No
49. Credit rating with name of CRA and date of credit rating:
a) Current rating (if rated by multiple CRAs, include all such ratings):
Name Date of Date of Verification status
Credit Rating Date of
of the credit rating of CRAs (verified/
rating outlook verification
CRA rating change not verified)
Page 78 of 121
b) Earlier rating and date of rating (if any):
Name Credit Rating Date Verification Rating action Date of
of the rating outlook of status of CRAs (new, upgrade, verification
CRA credit (verified/ not downgrade,
rating verified) reaffirm)
50. Redemption date/ last conversion date (if convertible):
51. Redemption type (relevant option may be selected (√)):
Sl. No. Category
1 Full redemption
2 Partial redemption (including details, if redemption is due to exercise
of call or put option)
a) By face value redemption
b) By quantity redemption
52. Details of Partial Redemption:
Partial Face value/ If redemption is based on quantity
Sl.
redemption quantity (specify whether on lot basis or pro-rata
No.
dates redemption basis)
53. Redemption premium details (if any):
54. Maturity type (please specify) (relevant option may be selected (√)):
Sl. No. Category
1 Fixed maturity
2 Fixed maturity with call feature
3 Fixed maturity with put feature
4 Fixed maturity with call and put feature
5 Amortization plan
6 Amortization plan with call feature
7 Amortization plan with put feature
8 Amortization plan with call & put
9 Perpetual
10 Perpetual with call
11 Perpetual with put
12 Extendible
13 Others
Page 79 of 121
55. Default history information:
Whether there have been any defaults/ delays in servicing any other debt security
issued by the issuer? If yes, details thereof:
Verification
Due date of Actual
Nature status of
Issue interest/ payment date Default Date of
ISIN of the debenture
size redemption details details verification
issue trustee
(DD/MM/YYYY) (DD/MM/YYYY)
(yes/ no)
56. “Shelf prospectus/ Information Memorandum/ Offer Documents/ Tranches/ Series”
hyperlink (downloadable) or hyperlink to stock exchange(s) website:
Page 80 of 121
Annex - XIV-B
List of data fields to be submitted by issuer to stock exchanges on a periodical
basis (once a year) and/or ‘as and when’ basis (event based)
1. Listing Details:
Sl. ISIN Allotment Listing Listing First issue/ further Exchange
No. date date quantity issue
(In case of restructuring of ISIN, the old ISIN may be marked as ‘restructured’ or the
restructured ISIN may suitably be flagged for easy identification. Furthermore, in case
of partly paid non-convertible debentures as and when ISIN has been changed due to
increase in face value, it should be updated regularly in the centralised data base.
Reissuances or further issuance under same ISIN nomenclature with specific amount
for the said reissuance or further issuance should be reflected separately.)
2. A hyperlink of ‘Listing Notification by stock exchange’ [final approval] hyperlink
(downloadable):
3. Details of record date:
Sl. ISIN Record Interest/ redemption Date of payment of interest/
No. date redemption
4. Details of credit rating:
a) Current rating details:
ISIN Nam Credit Outl Rating action Date of Verification Date of
e of rating ook (new, upgrade, credit status of CRAs verifica
the downgrade, rating (verified/ not tion
CRA reaffirm) verified)
b) Earlier rating details:
ISIN Name Credit Outlook Rating Date Verification Date of
of the rating action (new, of status of CRAs verification
CRA upgrade, credit (verified/ not
downgrade, rating verified)
reaffirm)
5. Payment Status:
Page 81 of 121
a) Whether Interest payment/ redemption payment made (yes/ no):
b) Details of interest payments:
Sl. No. Particulars Details
1 ISIN
2 Issue size
3 Interest Amount to be paid on due date
4 Frequency - quarterly/ monthly
5 Change in frequency of payment (if any)
6 Details of such change
7 Interest payment record date
8 Due date for interest payment (DD/MM/YYYY)
9 Actual date for interest payment (DD/MM/YYYY)
10 Amount of interest paid
11 Date of last interest payment
12 Reason for non-payment/ delay in payment
c) Details of redemption payments:
Sl. No. Particulars Details
1 ISIN
2 Type of redemption (full/ partial)
3 If partial redemption, then
a. By face value redemption
b. By quantity redemption
4 If redemption is based on quantity, specify, whether on:
a. Lot basis
b. Pro-rata basis
5 Reason for redemption (call, put, premature redemption, maturity,
buyback, conversion, others (if any))
6 Redemption date due to put option (if any)
7 Redemption date due to call option (if any)
8 Quantity redeemed (no. of NCDs)
9 Due date for redemption/ maturity
10 Actual date for redemption (DD/MM/YYYY)
11 Amount redeemed
12 Outstanding amount (Rs.)
13 Date of last Interest payment
6. Default history information: Have there been any defaults/ delays in servicing any other
debt security issued by the issuer? If yes, details thereof:
Due date of Actual
Nature Verification status Date of
Issue interest/ payment date Default
of the of debenture verifica
size redemption details details
issue trustee (yes/ no) tion
(dd/mm/yyyy) (dd/mm/yyyy)
Page 82 of 121
Annex - XIV-C
Timelines for update of information by various parties:
Sl. Activity
Responsibility Remarks
No.
Providing details as per Annex - XIV-A to At the time of applying
1 Issuer
depository for the instruments being issued for ISIN.
Within one working day
Providing details as per Annex - XIV-B to
2 Issuer of the of the change in
stock exchanges
such details.
Updating the database with details received Stock
3 On a daily basis.
by stock exchanges as per Annex - XIV-B Exchanges
Providing details regarding any This information shall be
variation/changes in the details provided by provided by issuers
4 Issuer
them to Depository other than the data within seven days of the
fields in Annex - XIV-B change in such details.
Providing the requisite infrastructure and
hosting the database based on the
5 Depositories On a daily basis.
information provided by issuers and other
information providers
Information shall be
Synchronization of the database of Depositories
6 synchronized on a daily
depositories
basis.
Within three working
Sharing of information received by the
7 Depositories days from the date of
depository with other depository for hosting
receipt of information.
Information of extinguishment of debt
8 Depositories Within one working day.
securities to stock exchanges
Verification and updating of subsequent
Within one working day
9 rating migrations information in the CRAs
from the press release.
database
Verification and updating of default history
Within seven days of
10 information about the instrument/ issuer, as DTs
knowledge of default.
applicable in the database
In case of any variation,
Verification of initial rating information
CRAs update the same
11 provided by the Issuer in respect of the CRAs
within three working
ISINs for the instruments.
days.
Page 83 of 121
Chapter XV – Reporting of primary issuances23
Disclosure by issuers of non-convertible securities on private placement basis:
1. Issuers, who have made private placements of non-convertible securities and for
whom accessing the EBP platform is not mandatory, shall upload details of such
private placements as per format given at Annex – XV-A. The said information has to
be uploaded with any one of the EBPs within one working day of allotment of
securities.
Daily and monthly reports on primary market issuance by stock exchanges and
depositories:
2. EBPs shall update on their websites, details of issuances done through the EBP
platform at the end of the day after the acceptance of the bid by the issuer in the format
at Annex - XV-B.
3. Stock exchanges and depositories shall maintain a primary market data repository on
their website as per the format as enclosed at Annex - XV-C wherein details of all type
of primary issuances (Public/ EBP/ Non-EBP) of listed debt securities shall be
displayed on a daily basis.
23SEBI/HO/DDHS/CIR/P/2018/05 dated January 05, 2018
Page 84 of 121
Annex - XV-A
Details of allotment in private placement:
Details of Investors to whom allotment has been made
Name QIB/ Non- Category i.e. Scheduled Commercial Banks, MF, Amount
QIB Insurance Company, Pension Fund, Provident Fund, invested in
FPI, PFI, Corporate, Others. Rs. crore
Annex - XV-B
Data related to EBP:
Annex - XV-C
Primary Market Repository:
*Issue size = Total number of bonds issued * face value
Page 85 of 121
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Chapter XVI – Reporting of trades24
[See Regulation 21 of SEBI NCS Regulations, 2021 and Regulations 38 and 38H of SEBI SDI
Regulations, 2008]
1. Reporting and clearing of trades in non-convertible securities:
1.1. All OTC trades in non-convertible securities shall be reported only on any one of
the reporting platforms provided in the debt segment of stock exchanges viz. NSE,
BSE and MSEI within fifteen minutes of the trade.
1.2. All regulated entities, listed corporates, “Institutional Investors” as defined under
SEBI ICDR Regulations, 2018, all India financial institutions and any other entity
as allowed by stock exchanges from time to time may use the RFQ platform of
stock exchanges for interaction amongst the market participants to negotiate
transactions amongst themselves, where an initiator may request other
participants for a quote.
1.3. The reporting of trades in non-convertible securities shall be made by all person(s)
dealing in such securities irrespective of whether they are SEBI registered
intermediaries or otherwise.
1.4. Mutual funds, while reporting their trades in such securities shall also report their
inter-scheme transfers on the reporting platform of exchanges. The mutual funds,
or the brokers/ intermediaries acting on their behalf shall ensure that inter-scheme
transfers are indicated separately while reporting the same.
1.5. All trades in non-convertible securities shall necessarily be cleared and settled
either through NSCCL or ICCL or MCCIL.
2. Reporting and clearing of trades in SDIs:
2.1. All trades in SDI (listed or unlisted) by mutual funds, foreign institutional investors/
sub-accounts/ qualified foreign investors/ foreign portfolio investors, alternative
investment funds, foreign venture capital investors and portfolio managers and
RBI regulated entities shall be reported on any one of the trade reporting platforms
of either NSE, BSE or MSE within fifteen minutes of the trade. The reporting of a
trade must be done by the buyer and the seller on the same platform to ensure
matching of both sides of the trades.
24SEBI/CFD/DIL/BOND/1/2006/12/12 dated December 12, 2006; SEBI/CBM/BOND/1/2007/01/03 dated
March 01,2007; SEBI/CBM/BOND/2/2007/13/04 dated April 13, 2007; SEBI/IMD/DOF-1/BOND/Cir-3/2009
dated July 31, 2009; SEBI/IMD/DOF-1/BOND/Cir-4/2009 dated October 16, 2009; CIR/IMD/DF/6/2010
dated July 30, 2010; Cir./IMD/DF/8/2012 dated March 05, 2012; CIR/IMD/DF/1/2014 dated January 07,
2014; CIR/MRD/DP/10 /2014 dated March 21, 2014; and SEBI letter no. IMD/DOF-1/Bond/V/182601/2009
dated November 10, 2009;
Page 86 of 121
2.2. To provide transparency and efficient pricing of SDI, the reporting platforms shall
provide continuous data pertaining to SDI, comprising of issuer name, ISIN
number, face value, maturity date, current coupon, last price reported, last amount
reported, last yield (annualized) reported, weighted average yield/ price, total
amount reported and rating of SDI. The stock exchanges shall also provide on its
website offer document/ continuous disclosures, if any, relating to the SDI traded
and such other additional information pertaining to the trade/ reporting.
2.3. All trades in SDI (listed or unlisted) done between specified entities namely, mutual
funds, foreign institutional investors/ sub-accounts/ qualified foreign investors/
foreign portfolio investors, alternative investment funds, foreign venture capital
investors and portfolio managers and RBI regulated entities, as specified by RBI,
shall necessarily be cleared and settled through NSCCL or ICCL or MCCIL.
2.4. Specified entities shall ensure that their systems and processes are adequate for
implementation of the provisions of this circular.
3. Reporting and clearing of trades in CPs or CDs:
3.1. All SEBI regulated entities shall report their OTC transactions in CPs and CDs on
the FIMMDA reporting platform within 15 minutes of the trade for online
dissemination of market information as per detailed guidelines issued by FIMMDA.
3.2. All SEBI regulated entities shall settle their OTC trades in CDs and CPs on the
lines of already existing process for settlement of OTC trades in non-convertible
securities, through NSCCL, ICCL and MCCIL.
4. Reporting of trades by both seller and buyer:
Trades reported on the stock exchange reporting platform shall be confirmed by both
buyer and seller (excluding FPIs). The stock exchanges shall provide a mechanism
on the reporting platform for such mandatory confirmation.
5. Availability of RFQ platform and reporting platform:
5.1. The RFQ platform of stock exchanges shall be available from 9 AM to 5 PM on all
working days. Stock exchanges shall ensure that the norms are harmonious
between them.
5.2. All reporting platforms of stock exchanges shall be operational from 9 AM to 5:15
PM or as may be prescribed from time to time.
5.3. All trades that take place after 5 PM on the day of the trade shall be reported
between 9 AM to 9:15 AM the next day.
Page 87 of 121
6. Other obligations:
6.1. There shall be no shut period during which trades/ transfers are restricted for
payment of interest or part redemptions. For other corporate actions such as
redemptions/ put-call options, issuers may choose to specify a shut period.
6.2. Stock exchanges shall coordinate among themselves to ensure that the
information reported with them is aggregated, checked for redundancy and
disseminated on their website in a homogenous manner. The reporting may be
made to either platform of BSE or NSE but not to both for the same transaction.
Although, reporting may be done at either of the exchange platforms, BSE and
NSE shall ensure that all the relevant details are disseminated by both the stock
exchanges on their websites and that there is no segregation of data between the
exchanges on the basis of its reporting origin.
6.3. Trade repository hosted by stock exchanges and depositories shall have
appropriate link/ URL for an ISIN to the Centralised Database. Stock exchanges
and depositories shall put in place a mechanism to enable the same.
6.4. The format to display reported trades and trades executed through RFQ platform
on real time basis by stock exchanges is as under:
Table 1: Trade and Settlement data of debt securities
*Deal Type: Direct - Deals among participants done directly and reported by participants; Brokered
- deals done/ transacted through broker and reported by participants;
IST – Inter-Scheme Transfers - Deals within schemes of same mutual fund/ Insurance Company;
#Yield Type: The dealer/ user calculate yield and select the type at the time of reporting;
^Settlement status will be updated at EOD.
6.5. Further, the details of each individual trade occurred in that particular ISIN shall
also be made available as a dropdown at ISIN level.
6.6. To capture data from all the platforms on which the trades of debt securities takes
place, stock exchanges shall provide trades in debt securities across stock
exchanges summarized on the basis of ISIN on daily basis in the following format:
Page 88 of 121
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Table 2: Secondary Market Repository
(Separate table for OTC including RFQ and capital market segment)
*Traded Value - Face value for OTC and traded value in case of cash segment;
6.7. Stock exchanges may share the listing file between them on daily basis.
6.8. All transactions cleared and settled in terms of this circular will be subject to such
norms as may be specified by NSCCL, ICCL and MCCIL.
6.9. NSE, BSE, MSEI and Clearing Corporations of said exchanges are directed to:
a) have necessary amendments to the bye- laws, rules and regulations for the
implementation of the above decision as may be applicable and necessary.
b) have necessary arrangements for smooth implementation of this circular.
Page 89 of 121
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Chapter XVII - Listing of Commercial Paper25
[See Chapter VI of SEBI NCS Regulations, 2021]
A. An issuer who desires to list CP shall forward an application for listing along
with following disclosures to the concerned stock exchange(s).
Disclosures to be provided along with the application for listing:
1. Details pertaining to the issuer:
1.1. Details of the issuer:
a) Name, address, CIN and PAN;
b) Line of business;
c) Chief executive (Managing Director/ President/ CEO/ CFO); and
d) Group affiliation (if any).
1.2. Details of the directors:
Table 1: Format for details of directors
Sl. Name, designation and Director List of other
Age Address
No. DIN since directorships
1.3. Details of change in directors in last three financial years including change, if any,
in the current year:
Table 2: Details of change in directors
Name, Date of Remarks/
Sl. Date of cessation (in
designation and appointment/ reasons for
No. case of resignation)
DIN resignation change
25SEBI/HO/DDHS/DDHS/CIR/P/2019/115 October 22, 2019; and SEBI/HO/DDHS/DDHS/CIR/P/2019/167-
CP dated December 24, 2019;
Page 90 of 121
1.4. List of top 10 holders of equity shares of the company as on the latest quarter end:
Table 3: Details of equity share holders
Name and Total no. of Total shareholding as %
Sl. No of shares
category of equity of total no. of equity
No. in demat form
shareholder shares shares
1.5. Details of the statutory auditor:
Table 4: Details of statutory auditor
Name and Date of appointment Remarks (viz. reasons for change
address etc.)
1.6. Details of the change in statutory auditors in last three financial years including
any change in the current year:
Table 5: Details of change in statutory auditors
Date of Director of cessation Remarks (viz.
Sl. Name and
appointment/ (in case of reasons for change
No. address
resignation resignation) etc.)
1.7. List of top 10 NCD holders (as on …….):
Table 6: Details of top NCD holders
Category Face value NCD holding % as a percentage of
Sl. Name of
of NCD of NCD total NCD outstanding of the
No. NCD holder
holder holding issuer
1.8. List of top 10 CP holders (as on …….):
Table 7: Details of top CP holders
Category Face value
Sl. Name of of CP of CP CP holding % as a percentage of
No. CP holder holder holding total CP outstanding of the issuer
Page 91 of 121
2. Material Information:
2.1. Details of all default(s) and/ or delay in payments of interest and principal of CPs,
(including technical delay), debt securities, term loans, external commercial
borrowings and other financial indebtedness including corporate guarantee issued
in the past 5 financial years including in the current financial year.
2.2. Ongoing and/ or outstanding material litigation and regulatory strictures, if any.
2.3. Any material event/ development having implications on the financials/ credit
quality including any material regulatory proceedings against the issuer/
promoters, tax litigations resulting in material liabilities, corporate restructuring
event which may affect the issue or the investor’s decision to invest/ continue to
invest in the CP.
3. Details of borrowings of the company, as on the latest quarter end:
3.1. Details of debt securities and CPs:
Table 8: Details of debt securities and CPs
3.2. Details of secured/ unsecured loan facilities/ bank fund based facilities/ rest of the
borrowing (if any, including hybrid debt like foreign currency convertible bonds
(FCCB), optionally convertible debentures/ preference shares) from banks or
financial institutions or financial creditor, as on last quarter end:
Table 9: Details of loan facilities, bank fund based facilities, other borrowings, etc.
Lender’s Principal Repaym Security, Credit
Nature of Amount Asset
Name/ amount ent date/ if rating, if
facility/ sanction classific
Name of outstandi schedul applicab applicab
Instrument ed ation
the Bank ng e le le
3.3. The amount of corporate guarantee or letter of comfort issued by the issuer along
with name of the counterparty (like name of the subsidiary, JV entity, group
company, etc.) on behalf of whom it has been issued, contingent liability including
DSRA guarantees/ any put option etc.
Page 92 of 121
S e r ie s IS IN
T
p
o
m
e n o
e r io
f
a t u
r /
d
r it y
C o u p o n
A
is
m
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o
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d
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o
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d
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i
/
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it
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u
e
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r
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d
r
/
e d
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O t h e r
v iz . d e
IP A , d e
C R A
d e t a
t a ils
t a ils
ils
o f
o f
4. Issue Information:
4.1. Details of current tranche including ISIN, amount, date of issue, maturity, all credit
ratings including unaccepted ratings, date of rating, name of credit rating agency,
its validity period, declaration that the rating is valid as at the date of issuance and
listing, details of issuing and paying agent and other conditions, if any26.
4.2. CP borrowing limit, supporting board resolution for CP borrowing, details of CP
issued during the last 15 months.
4.3. End-use of funds.
4.4. Credit support/ enhancement (if any):
a) Details of instrument, amount, guarantor company;
b) Copy of the executed guarantee;
c) Net worth of the guarantor company;
d) Names of companies to which guarantor has issued similar guarantee;
e) Extent of the guarantee offered by the guarantor company; and
f) Conditions under which the guarantee will be invoked.
4.5. Where an issue is made by an issuer who has been in existence for less than
three years, a disclosure that the issue is open for subscription only to Qualified
Institutional Buyers27.
5. Financial Information:
5.1. a. Audited/ limited review half yearly consolidated (wherever available) and
standalone financial information (Profit & Loss statement, Balance Sheet and
Cash Flow statement) along with auditor qualifications, if any, for last three
years along with latest available financial results, if the issuer has been in
existence for a period of three years and above; or,
26Modified vide SEBI/HO/DDHS/P/CIR/2021/0692 dated December 17, 2021. Prior to amendment, the
clause read as under:
“Details of current tranche including ISIN, amount, date of issue, maturity, all credit ratings including
unaccepted ratings, date of rating, name of credit rating agency, its validity period (details of credit rating
letter issued not older than one month on the date of opening of the issue), details of issuing and paying
agent and other conditions, if any.”
27Inserted vide SEBI/HO/DDHS/P/CIR/2021/0692 dated December 17, 2021.
Page 93 of 121
b. Audited/ limited review half yearly consolidated (wherever available) and
standalone financial information (Profit & Loss statement, Balance Sheet and
Cash Flow statement) along with auditor qualifications, if any, pertaining to the
years of existence, if the issuer has been in existence for less than three
years28.
5.2. Latest audited financials should not be older than six months from the date of
application for listing.
5.3. Provided that listed issuers (who have already listed their specified securities and/
or NCDs and/ or NCRPS) who are in compliance with SEBI LODR Regulations,
2015, and/ or issuers (who have outstanding listed CPs) who are in compliance
with the continuous listing conditions mentioned at paragraphs 7-10 below, may
file unaudited financials with limited review for the stub period in the current year,
subject to making necessary disclosures in this regard including risk factors.
5.4. Latest available limited review quarterly financial results in case an issuer is not
having any listed specified securities and is required to prepare such results on
quarterly basis for consolidation of financial results of its holding company, under
the requirement of any applicable law(s).
6. ALM disclosures:
6.1. NBFCs/ HFCs seeking to list their CPs shall also make disclosures as specified in
Chapter III of this circular.
6.2. On approval of the listing application by the concerned stock exchange(s), the
disclosures so provided along with the application for listing, shall be made
available on the website of the concerned stock exchange(s).
B. Post listing, the issuer shall make the following disclosures during the tenure
of the CP(s) to the concerned stock exchange(s), which in turn shall disseminate
the same on its website.
Continuous disclosure requirements for listed CPs:
7. Financial results:
28Modified vide SEBI/HO/DDHS/P/CIR/2021/0692 dated December 17, 2021. Prior to amendment, the
clause read as under:
“Audited/ limited review half yearly consolidated (wherever available) and standalone financial information
(profit & loss statement, balance sheet and cash flow statement) along with auditor qualifications, if any, for
last three years along with latest available financial results.”
Page 94 of 121
7.1. Issuers who have listed their specified securities under Chapter IV of SEBI LODR
Regulations, 2015 and also have outstanding listed CPs shall prepare and submit
financial results in terms of regulation 33 of SEBI LODR Regulations, 2015 and
additional line items as required under regulation 52(4) of SEBI LODR
Regulations, 2015.
7.2. Issuers who have listed NCDs, NCRPS’ or both under Chapter V of SEBI LODR
Regulations, 2015 and also have outstanding listed CPs or who only have
outstanding listed CPs shall prepare and submit financial results in terms of
regulation 52 of SEBI LODR Regulations, 2015.
However, if an issuer is required to prepare financial results for the purpose of
consolidated financial results of its parent company in terms of regulation 33 of
SEBI LODR Regulations, 2015, such issuers shall submit financial results in
terms of paragraph 5 above or shall submit quarterly financial results that have
been prepared for the purpose of consolidation of their parent company.
8. Material events or Information: The issuer shall disclose the following details to the
stock exchange(s) as soon as possible but not later than 24 hours from the occurrence
of event (or) information:
8.1. Details such as expected default/ delay/ default in timely fulfilment of its payment
obligations for any of the debt instrument;
8.2. Any action that shall affect adversely, fulfilment of its payment obligations in
respect of CPs;
8.3. Any revision in the credit rating;
8.4. A certificate confirming fulfilment of its payment obligations, within 2 days of
payment becoming due.
9. Issuers who are NBFCs/ HFCs, shall simultaneously submit to stock exchanges, latest
Asset Liability Management statements as and when they submit the same to RBI.
10. A certificate from the CEO/ CFO to the recognized stock exchange(s) on quarterly
basis certifying that CP proceeds are used for disclosed purposes, and adherence to
other listing conditions, as specified in this chapter.
11. The stock exchange(s) shall put in place:
11.1. necessary systems and procedures for monitoring of disclosures as specified
above.
11.2. a framework for imposition of fine, in case of non-compliance and/ or
inappropriate disclosures by issuers.
Page 95 of 121
Chapter XVIII – Additional interest for non-payment of interest/ redemption29
[See Regulations 20 and 23(1) of SEBI NCS Regulations, 2021]
1. In case of default (including delay) in payment of interest and/ or redemption of
principal on the due dates for debt securities issued on private placement or public
issue, additional interest of at least @ 2% p.a. over the coupon rate shall be payable
by the issuer for the defaulting period.
2. In case of default (including delay) in payment of dividend and/ or redemption of
principal on the due dates for NCRPS issued on private placement or public issue,
additional dividend of at least @ 2% p.a. over the rate of dividend shall be payable by
the issuer for the defaulting period.
29SEBI/ HO/ MIRSD/ DOS3/CIR/P/2019/68 dated May 27, 2019;
Page 96 of 121
Chapter XIX – Publishing Investor Charter and Disclosure of Complaints by
Merchant Bankers on their Websites30
1. Investor Charter is a brief document containing details of services provided to
investors, their rights, dos and don’ts, responsibilities, investor grievance handling
mechanism and timelines thereof etc., at one single place, in a lucid language, for
ease of reference.
2. All registered Merchant Bankers are advised to disclose on their websites, the Investor
Charter for each of the below mentioned categories, as provided at Annex - XIX - A
to this circular:
a. Public issue of debt securities;
b. Public issue of non-convertible redeemable preference shares; and
c. Private placement of debt securities and non-convertible redeemable preference
shares.
3. Additionally, in order to bring about further transparency in the investor grievance
redress mechanism, all registered Merchant Bankers shall also disclose on their
respective websites, data on complaints received against them or against issues dealt
by them and redressal status thereof, latest by the seventh day of the succeeding
month, as per the format enclosed at Annex - XIX - B to this circular.
4. These disclosure requirements are in addition to the existing requirements pertaining
to the investor grievance handling mechanism, under various Regulations, circulars
and directions, issued by SEBI and/ or stock exchanges.
5. The provisions of this chapter came into effect from January 01, 2022.
30SEBI/HO/DDHS/P/CIR/2021/0669 dated November 26, 2021;
Page 97 of 121
Annex - XIX - A
INVESTOR CHARTER- PUBLIC ISSUE OF DEBT SECURITIES
VISION STATEMENT:
To continuously earn trust of investors and emerge as a solution provider with integrity.
MISSION STATEMENT:
1. Act in investors’ best interests by understanding needs and developing solutions.
2. Enhance and customise value generating capabilities and services.
3. Disseminate complete information to investors to enable informed investment decision.
DESCRIPTION OF ACTIVITIES/ BUSINESS OF THE ENTITY:
DETAILS OF SERVICES PROVIDED TO INVESTORS – PUBLIC ISSUE:
1. Upload Draft Offer Document on stock exchange/ lead manager/ SEBI/ Issuer’s website.
Invite public comments within seven working days therefrom.
2. Upload the application form and the abridged prospectus on the lead managers’ website.
3. Ensure material contracts and documents are available for inspection as per details in the
offer document.
4. Issuer to publish a statutory advertisement, on or before the issue opening date in
accordance with SEBI (Issue and Listing of Non-convertible Securities) Regulations, 2021
(NCS Regulations).
5. Issuer and stock exchange(s) to disseminate all information and reports including
compliance reports by placing them on their websites.
6. Material developments relating to the issue up to the commencement of listing and trading
shall be publicly disseminated through public notices/ advertisements.
7. Investors can request for a copy of the offer document and/ or application form and the
same shall be provided by the issuer/ lead manager(s).
8. Listing and the commencement of trading on the stock exchanges shall be within six
working days of the offer closing date or such other time as may be prescribed by SEBI.
9. Disclose on lead managers’ websites - Track record of the performance of the public issues
managed by it, for a period of three financial years from the date of listing for each public
issue.
10. Disclose the entire process of basis of allotment in the final offer document.
11. Debenture trustees to ensure independent assessment and diligence for the security
offered for the proposed issue and also ensure dissemination of information as per the NCS
Regulations.
12. Issuer can roll-over the debt securities by providing notice and publicly disseminating such
information as per the applicable regulations.
Page 98 of 121
13. Issuer to promptly inform the stock exchange(s) all information bearing on its performance/
operation, price sensitive information or any action that shall affect payment of interest/
coupon or redemption of the debt securities.
TIMELINES
Sr. Timeline for which
Activity Information where available
No. activity takes place
1 Filing of draft offer 0 Websites of stock exchanges, lead
document by company manager, issuer and SEBI.
for public comments
2 Receipt of public Seven working days from -
comments on offer draft offer document filing.
document
3 Statutory advertisement On or before the Issue Newspaper advertisement
opening date.
4 Issue opening date On or after statutory Final offer document available on
advertisement. websites of stock exchanges, lead
manager, issuer and SEBI .
5 Availability of application Till issue closure date Websites of stock exchanges and
forms with abridged lead manager.
prospectus
6 Display of total demand Issue opening date till Updated on websites of stock
in the issue issue closure date. exchanges.
7 Commencement of On or before six working Final offer document available on
trading – pubic issue days from Issue closure websites of stock exchanges, lead
date manager, issuer and SEBI.
8 Unblocking ASBA Within five working days In case of delay the issuer shall
Accounts pay interest at the rate of 15% per
annum (Reg. 35(2) of NCS
Regulations).
9 Allotment status and Completion of basis of By email/ post/ SMS
allotment advice allotment.
10 Track record of public Listing date Lead manager's website
issue
RIGHTS OF INVESTORS:
1. Investors can request for a copy of the offer document and/ or application form and the
same shall be provided by the issuer/ lead manager(s).
2. Multiple applications can be bided through a single PAN and re-categorization is also done
basis PAN clubbing and total bid amount.
3. Option to modify the bid except for modification of either DP Id/ Client ID or PAN Id but not
both.
4. Modification to the bid details to be undertaken by approaching the respective intermediary.
Facility of re-initiation/ resend of UPI mandate shall be available only on bid entry day up to
5:00 pm.
Page 99 of 121
5. Investor can withdraw his/ her application prior to the issue closing date. Post issue closure,
the same can be done by submitting a withdrawal request to the Registrar to the Issue prior
to the finalization of the basis of allotment.
6. The investor shall be compensated for delay in allotment, demat credit and refunds,
unblocking of funds/ refunds, beyond the time limit as may be prescribed under applicable
statutory and/ or regulatory requirements.
7. An investor can submit the bid-cum-application form through the App or web interface
developed by stock exchanges.
8. Investors get email and SMS messages w.r.t. allotment status. Allotment advice is sent
through email/ physical to successful allottees post completion of allotment.
9. Right to attend meetings as and when such meetings are called by the debenture trustees.
10. Right of free transferability and nomination subject to applicable laws and regulations.
11. Such other rights, as may be available to the holder of debt securities under the Companies
Act, the Listing Regulations and the Articles of Association of the Company and other
applicable laws.
DOs AND DON’Ts FOR INVESTORS:
(for complete dos and don’ts, may refer to offer document)
DOs:
1. Check the eligibility to apply as per the terms of the offer document and applicable laws,
including Indian Contract Act, 1872.
2. Read all the instructions carefully and complete the application form.
3. Submission of bids – only ASBA (by either writing their bank account numbers and
authorising the banks to make payment in case of allotment by signing the application
forms; or mentioning UPI ID in order to block the funds).
4. Retail individual investors using the UPI Mechanism to ensure that they submit bids up to
the application value of ₹2,00,000 (or as stipulated by SEBI).
5. Ensure availability of sufficient funds in the ASBA Account before submitting the application
form.
6. Read all the instructions carefully and complete the bid- cum-application form, as the case
may be, in the prescribed form.
7. Ensure that application form is submitted to the designated intermediary, before the closure
of application hours on the issue closing date.
8. For joint applications, ensure that the beneficiary account is held in the names of the same
applicants and such names are in the same sequence in which they appear in the
application form.
9. Ensure an acknowledgement slip is collected as proof.
10. Obtain all the necessary approvals from the relevant statutory and/ or regulatory authorities
before applying.
11. Ensure that the application form is signed by the ASBA account holder in case the investor
is not the account holder.
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12. Ensure that the bidder’s depository account is active, the correct DP ID, Client ID, PAN,
UPI ID, as applicable, are mentioned in the bid-cum-application form.
13. Ensure that the application form bears the stamp of the relevant designated
intermediary(ies) to whom it is submitted.
14. Tick the relevant column "Category of Investor" and option/ series of debt securities in the
application form.
15. Guardians applying for minor applicants need to mention the PAN of the minor.
Don’ts:
1. Do not apply for lower than the minimum application size.
2. Do not pay the application amount in cash, by money order, postal order or by stock invest.
3. Do not apply or submit the bid for an amount more than the funds available in your ASBA
account or than the applicable investment limit.
4. Do not submit a bid using UPI ID, if you are not a retail individual investor.
5. Do not bid through an incorrect UPI handle or using a bank account of a SCSB and/ or
mobile applications not mentioned in the SEBI list.
6. Do not submit more than five application forms per ASBA Account.
7. Do not use any third-party bank account or third-party linked bank account UPI ID.
8. Do not submit the application form without inserting date of birth for first/ sole applicant.
9. Do not submit application without an Indian registered address for the investor.
10. Do not submit applications made by an investor who is ineligible as per relevant regulatory
guidelines, as mentioned in the offer document.
11. Investors should not submit applications seeking allotment in dematerialized form whose
demat accounts have been 'suspended for credit'.
12. Do not submit applications to the designated intermediaries at centres other than those
mentioned in the application form.
Page 101 of 121
INVESTOR GRIEVANCE REDRESSAL MECHANISM AND HOW TO ACCESS IT
Investor Complaint
 Issuer (for email ID refer
to Offer Documents)
 Stock Exchanges
(www.nseindia.com;
www.bseindia.com;
www.msei.in)
 SEBI (www.scores.gov.in)
 Merchant Banker Registrar to Issue/Offer
(as applicable)
(Mainly for bidding/ post issue/
allotment related grievances)
(for email ID refer to Offer
Document)
(for email ID refer to Offer Document)
SCSBs
Sponsor Bank
(Blocking/ Unblocking related
(UPI Bid related grievances)
grievances)
TIMELINES FOR RESOLUTION OF INVESTOR GRIEVANCES:
Best efforts should be undertaken by lead manager (LM) to resolve the grievances within T+30 days. A
desirable indicative timeline is as follows:
Sr. Activity No. of
No. calendar days
1 Investor grievance received by the lead manager T
2 Lead Manager to the offer to identify the concerned intermediary and T+1
endeavour to forward the grievance to the concerned intermediary/ies on T
day itself
3 The concerned intermediary/ies to respond to the lead manager with an X
acceptable reply/ proof of resolution
5 Lead manager, the concerned intermediary/ies and the investor shall Between T and
exchange between themselves additional information related to the X
grievance, wherever required.
4 LM to reply to the investor with the reply/ proof of resolution X+3
Page 102 of 121
NATURE OF INVESTOR GRIEVANCES FOR WHICH THE AFORESAID TIMELINE IS
APPLICABLE:
1. Delay in unblocking of funds.
2. Non allotment/ partial allotment of non-convertible debt securities.
3. Non receipt of non-convertible debt securities in demat account.
4. Amount blocked but application not bid.
5. Non-receipt of interest/ coupon/ redemption amount.
6. Application bid but amount not blocked.
7. Any other nature as may be informed from time to time.
MODE OF RECEIPT OF INVESTOR GRIEVANCE:
The following modes of receipt will be considered valid for processing the grievances in the
timelines discussed above
1. Letter/ email from the investor addressed to the lead manager at its address/ email id,
mentioned in the offer document, detailing nature of grievance, details of application, details
of bank account, date of application etc.
2. On the SCORES mechanism.
NATURE OF ENQUIRIES FOR WHICH THE LEAD MANAGER SHALL BE RESPOND TO/
ESCALATED PROMPTLY:
1. Availability of application form.
2. Availability of offer document.
3. Process for participating in the issue/ mode of payments.
4. List of SCSBs/ syndicate members.
5. Date of issue opening/ closing/ allotment/ listing.
6. Technical setbacks in net-banking services provided by SCSBs/ UPI mechanism.
7. Any other query of similar nature.
RESPONSIBILITIES OF INVESTORS (EXPECTATIONS FROM THE INVESTORS):
1. Read and understand offer documents, terms of investment, issue process and timelines,
application form, and issue related literature carefully and fully before investing.
2. Consult his or her own tax consultant with respect to the specific tax implications.
3. After the company is listed, investors should regularly check for such information on the
stock exchange website regarding all the material developments and material corporate
announcements.
Page 103 of 121
INVESTOR CHARTER - PUBLIC ISSUE OF NON-CONVERTIBLE REDEEMABLE
PREFERENCE SHARES (NCRPS)
VISION STATEMENT:
To continuously earn trust of investors and emerge as solution provider with integrity.
MISSION STATEMENT:
1. Act in investors’ best interests by understanding needs and developing solutions.
2. Enhance and customise value generating capabilities and services.
3. Disseminate complete information to investors to enable informed investment decision.
DESCRIPTION OF ACTIVITIES/ BUSINESS OF THE ENTITY:
IPO: Act as Merchant Banker to Issuer
DETAILS OF SERVICES PROVIDED TO INVESTORS:
1. Draft offer document hosted on the website of the issuer, merchant bankers and the stock
exchanges for seeking public comments for a period of seven working days.
2. Final offer document, abridged prospectus and application form uploaded on the websites
of the lead managers and the issuer for dissemination.
3. Advertisement in a national daily with wide circulation, on or before the issue opening date
containing necessary disclosure as required under regulations.
4. Bidding process through an electronically linked transparent bidding facility provided by
the stock exchange(s).
5. Listing and the commencement of trading of the NCRPS on the stock exchanges within
the timeline as prescribed by SEBI.
6. Disclose on its website, the track record of the performance of the public issues managed
by it.
TIMELINES:
Sr. Timeline for which Information where available/
No. Activity activity takes place Remarks
1 Filing of draft offer T Websites of stock exchanges, lead
document by company manager, issuer and SEBI.
for public comments
2 Receipt of public Seven working days from -
comments on offer DRHP filing.
document
3 Statutory advertisement On or before the Issue Newspaper advertisement.
opening date.
4 Issue opening date On or after statutory Final Offer Document available on
advertisement. websites of stock exchanges, lead
manager, issuer and SEBI.
Page 104 of 121
Sr. Timeline for which Information where available/
No. Activity activity takes place Remarks
5 Availability of application Issue opening date till Final offer document available on
forms issue closure date. websites of stock exchanges, lead
manager, issuer and SEBI.
6 Total demand in the Issue closure date. Updated on websites of stock
issue exchanges .
7 Commencement of On or before six working Final Offer Document available on
trading days from Issue closure websites of stock exchanges, lead
date. manager, issuer and SEBI
8 Unblocking ASBA Within five working days. In case of delay the issuer shall pay
Accounts interest at the rate of 15% per
annum (Reg. 35(2) of NCS).
9 Allotment status and Completion of basis of By email/ post/ SMS.
allotment advice allotment.
10 Track record of IPOs Listing date Lead Manager's website.
RIGHTS OF INVESTORS:
1. Request for a copy of the offer document and/ or application form from the issuer/ lead
manager(s).
2. Get email and SMS messages w.r.t. allotment status and allotment advice through email/
physical to successful allottees post completion of basis of allotment.
3. If allotted NCRPS, all rights as a NCRPS holder (as per offer document).
DOs AND DON’Ts FOR THE INVESTORS:
DOs:
1. Check eligibility in prospectus and applicable laws, rules, regulations, guidelines and
approvals.
2. Read all the instructions carefully and complete the application form in the prescribed
form.
3. Ensure all necessary approvals under applicable laws to participate in the issue are in
place before submitting the application form.
4. Ensure that the DP ID, the Client ID and PAN mentioned in the application form, entered
into the electronic system of the stock exchange are correct and match with the DP ID,
Client ID and PAN available in the depository database; ensure that the depository
account is active.
5. Ensure the ASBA Account number (for all applicants other than UPI Investors applying
using the UPI Mechanism) is mentioned in the application form.
6. Ensure funds equal to the application amount in the ASBA Account or account used to
apply through UPI mechanism is available.
7. Submit application forms at the designated branches of SCSBs or the collection centres
provided in the application forms, bearing the stamp of the relevant designated
intermediary/ designated branch of the SCSB.
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DON’Ts:
1. Do not submit application on plain paper or on incomplete or illegible application forms.
2. Do not apply for lower than the minimum application size.
3. Do not pay the application amount in cash, by cheque, by money order or by postal order
or by stock invest.
4. Do not submit the application form to any non-SCSB bank.
5. Do not submit incorrect details of the DP ID, Client ID, PAN and UPI ID (wherever
applicable) or provide details for a beneficiary account which is suspended or for which
details cannot be verified by the Registrar to the Issue.
6. Do not submit the application form without ensuring that the funds equivalent to the entire
application amount are available for blocking in the relevant ASBA Account; or in the case
of UPI Investors, making application using the UPI Mechanism, in the UPI-linked bank
account where funds for making the application are available.
INVESTOR GRIEVANCE REDRESS MECHANISM AND HOW TO ACCESS IT:
Investor Complaint
 Issuer (for email ID refer to Offer
Documents)
 SEBI (www.sebi.gov.in)
 Stock Exchanges
(www.nseindia.com;
www.bseindia.com; www.msei.com)
Registrar to Issue/ Offer
• Merchant Banker
(Mainly for bidding/ post issue/ allotment
(for email ID refer to Offer
related grievances)
Documents)
(for email ID refer to Offer Document)
• Scores (https://scores.gov.in)
SCSBs Sponsor Bank
• Scores
(Blocking/ Unblocking related grievances) (UPI Bid related grievances)
(https:/scores.gov.in)
Page 106 of 121
TIMELINES FOR RESOLUTION OF INVESTOR GRIEVANCES:
Best efforts should be undertaken by lead manager to resolve the grievances within T+30 days. A
desirable indicative timeline is as follows:
Sr. Activity No. of calendar
No. days
1 Investor grievance received by the lead manager T
2 Lead Manager to the offer to identify the concerned intermediary and it T+1
shall be endeavoured to forward the grievance to the concerned
intermediary/ies on T day itself
3 Investor may escalate the pending grievance, if any, to a senior officer of T+21
the lead manager of rank of Vice President or above
4 The concerned intermediary/ies to respond to the lead manager with an X
acceptable reply
5 Lead manager, the concerned intermediary/ies and the investor shall Between T and
exchange between themselves additional information related to the X
grievance, wherever required
6 LM to respond to the investor with the reply Upto X+3
NATURE OF INVESTOR GRIEVANCE FOR WHICH THE AFORESAID TIMELINE IS
APPLICABLE:
1. Delay in unblocking of funds.
2. Non allotment/ partial allotment of securities.
3. Non receipt of securities in demat account.
4. Amount blocked but application not bid.
5. Application bid but amount not blocked.
6. Any other grievance as may be informed from time to time.
MODES OF RECEIPT OF INVESTOR GRIEVANCE:
The following modes of receipt will be considered valid for processing the grievances in the
timelines discussed above:
1. Letter/ email from the investor addressed to the lead manager at its address/ e-mail ID,
mentioned in the offer document, detailing nature of grievance, details of application,
details of bank account, date of application, mode of application, etc. Letter/ email to also
contain contact information of the investor (e-mail, address and valid phone number).
2. On the SCORES mechanism.
Page 107 of 121
NATURE OF ENQUIRIES FOR WHICH LEAD MANAGER SHALL ENDEAVOUR TO
RESOLVE SUCH ENQUIRIES/ QUERIES PROMPTLY DURING THE ISSUE PERIOD:
1. Availability of application form.
2. Availability of offer document.
3. Process for participating in the issue/ mode of payments.
4. List of SCSBs/ syndicate members.
5. Date of issue opening/ closing/ allotment/ listing.
6. Technical setbacks in net-banking services provided by SCSBs/ UPI mechanism.
7. Any other query of similar nature.
RESPONSIBILITIES OF INVESTORS (EXPECTATIONS FROM THE INVESTORS):
1. Investors should read offer documents, application form, and issue related literature
carefully and fully before investing.
2. Investors should fully understand the terms of investment and timelines involved in the
issue process as disclosed in the offer document, application form, and issue related
literature.
3. Investor should consult his or her own tax consultant with respect to the specific tax
implications.
4. Shareholders should ensure to register their correct email ID with the company or
depository for timely updates on corporate actions, takeover, etc.
5. Investors should ensure active demat/ broking account before investing.
Page 108 of 121
INVESTOR CHARTER- PRIVATE PLACEMENT OF NON-CONVERTIBLE SECURITIES
VISION STATEMENT:
To continuously earn trust of investors and emerge as a solution provider with integrity.
MISSION STATEMENT:
1. Act in investors’ best interests by understanding needs and developing solutions.
2. Enhance and customise value generating capabilities and services.
3. Disseminate complete information to investors to enable informed investment decision.
DESCRIPTION OF ACTIVITIES/ BUSINESS OF THE ENTITY:
Act as Arranger to Private Placement, if appointed by the Issuer;
DETAILS OF SERVICES PROVIDED TO INVESTORS:
1. Issuers disclosure of all covenants of the issue (including side letters, accelerated
payment clause, etc.) in the placement memorandum.
2. Issuers may assist non-QIB Investors to register on the electronic bidding provider
platform as a one-time exercise.
TIMELINES
Sr. Timeline for which Information where
Activity
No. activity takes place available/ Remarks
Company to make intimation to the stock
exchange(s) at least two business days prior Two days prior to the
1 Stock exchange
to the passing of the Board resolution in board resolution.
relation to the Issue.
Board resolution for approving the issuance
(shareholder's approval is not required for
2 private placement of debt if the issuance is Within 30 minutes Stock exchange
within the borrowing limits under Section
180(1)(c) of the Companies Act).
At least two days
Investor needs to do register on the EBP
3 before the scheduled Stock exchange
platform.
date of bidding.
Companies with issue size of Rs. 100 crore
and above will have to register themselves
on the EBP mechanism of the Stock
exchange(s) and the entire process-right Two days before the
4 from uploading of information memorandum, scheduled date of Stock exchange
mapping of investors/ arrangers, bidding, bidding.
pay-ins, allocation will happen through the
EBP mechanism.
Page 109 of 121
Sr. Timeline for which Information where
Activity
No. activity takes place available/ Remarks
Issue should remain
Issue opens and closes
5 open for minimum Stock exchange
one hour.
To conduct committee/ board meeting to
identify the investors and issue the private Within one hour of the
6 -
placement offer letter to the identified closure of bidding
investors.
To be completed
latest within two
7 Allotment and receipt of funds -
working days of
closure of issue.
To be completed
Filing of listing application and obtaining latest within four
8 Stock exchange
trading approval from the stock exchange(s). working days of
closure of issue.
RIGHTS OF INVESTORS:
1. Receive clear, accurate and easy to understand, issue related documents in order to make
a well informed investment decision.
2. Material modification in the structure of debt securities shall be made only after obtaining
the consent of the requisite majority of investors.
3. Right to attend meetings as and when such meetings are called by the debenture trustees.
4. Right of free transferability, nomination subject to applicable laws and regulations.
5. Such other rights, as may be available to the holder of securities under the Companies
Act, the SEBI Listing Regulations and the Articles of Association of the Company and
other applicable laws.
DOs AND DON’Ts FOR THE INVESTORS:
DOs:
1. Check the eligibility to apply as per the terms of the placement memorandum and
applicable laws, including the Indian Contract Act, 1872.
2. The investor is advised to go through the information memorandum, its terms and
conditions, all types of covenants, clauses pertaining to security, events of defaults, cross
defaults, etc. thoroughly.
3. The applicants should submit the required KYC documents along with the application
form.
4. All applications duly completed and accompanied with necessary documents are to be
submitted to the Company.
5. The subscription amount shall be remitted by way of RTGS/ NEFT to the clearing
corporation account of the exchange.
Page 110 of 121
6. Abide by the terms and conditions of the investment and timelines involved in the issue
process.
7. Ensure accurate update of demographic details with depositories - including the address,
name, investor status, bank account details, PAN, e-mails addresses, contact details, etc.
8. Ensure active demat/ broking account before investing as securities will be allotted in
dematerialized form.
9. Issuer, debenture trustee and stock exchange(s) to disseminate all information and
reports including compliance reports by placing them on their websites, in case of debt
securities, as applicable under the NCS Regulations.
10. Debenture trustees to ensure independent assessment and diligence for the security
offered for the proposed issue of debt securities.
DON’Ts:
1. Do not pay the application amount in cash, by money order, postal order or by stock invest.
2. Do not submit application on plain paper or on incomplete or illegible application forms.
3. Do not apply if your demat account has been 'suspended for credit'.
4. Apart from the dos and don’ts mentioned herein above, investors are required to read the
information memorandum and application form carefully.
INVESTOR GRIEVANCE REDRESSAL MECHANISM AND HOW TO ACCESS IT
Investor Complaint
 Issuer (for email ID refer to Information
Memorandum)
 Stock Exchanges (www.nseindia.com;
www.bseindia.com; www.msei.in)
Registrar to Issue/ Offer
Scores (www.scores.gov.in)
(for email ID refer to Information
Memorandum)
Page 111 of 121
TIMELINES FOR RESOLUTION OF INVESTOR GRIEVANCES:
Best efforts will be undertaken by lead manager to resolve the grievance within T+30 days. A desirable
indicative timeline is as follows:
Sr. Activity No. of
No. calendar days
1 Investor grievance received by the Issuer and/ or the RTA T
2 The Issuer and/or the RTA to respond to the investor with an acceptable T+10
reply
3 The Issuer and/or the RTA and the investor shall exchange between Between T and
themselves additional information related to the grievance, wherever T+10
required
4 In case any further coordination / information is required by Issuer / RTA, Up to T+20
final response to the investor should be sent
NOTE:
It is not mandatory for the issuer to appoint a merchant banker or any other entity as advisor
or arranger for the private placement of debt and even if appointed, they are NOT involved in
the entire process of issuance and hence the investors will have to take up their grievance/s
directly with the Company.
NATURE OF INVESTOR GRIEVANCE FOR WHICH THE AFORESAID TIMELINE IS
APPLICABLE:
1. Non-allocation/ allotment of non-convertible debt securities after payment of application
amount.
2. Non receipt of non-convertible debentures in demat account.
3. Non receipt of interest/ coupon/ redemption amount by the investor.
4. Any other grievance as may be informed from time to time.
MODE OF RECEIPT OF INVESTOR GRIEVANCE:
The following modes of receipt will be considered valid for processing the grievances in the
timelines discussed above
1. Letter/ email from the investor addressed to the issuer and/ or to the RTA at address/
email ID mentioned in the information/ placement memorandum, detailing nature of
grievance, details of application/ bidding, details of bank account, date of application/ date
of bidding on electronic book mechanism, etc.
2. On the SCORES mechanism.
Page 112 of 121
NATURE OF ENQUIRIES/ QUERIES FOR WHICH THE ISSUER AND/ OR THE RTA
SHALL ENDEAVOUR TO RESOLVE/ ESCALATE PROMPTLY:
1. Process for applying in the private placement of non-convertible debentures and making
payments.
2. Terms of the private placement, allotment methodology, issue period, date of allotment,
date of listing.
3. Any other query of similar nature.
RESPONSIBILITIES OF INVESTORS (EXPECTATIONS FROM THE INVESTORS):
1. Pay-in towards the allotment of securities shall be done from the account of the bidder/
investor.
2. Consult his or her own tax consultant with respect to the specific tax implications.
3. Investors should provide full and accurate information in the application form as maybe
required while making an application and keep records of the same.
4. Investors should ensure active demat/ broking account before investing.
5. Investors need to read all the terms and conditions and disclosures carefully before
investing. Merchant bankers merely act in the capacity of arrangers to the issue.
6. Investor to confirm that it is not declared as willful defaulter as per RBI circular.
Page 113 of 121
Annex - XIX - B
Format for investors complaints’ data to be displayed by registered merchant bankers on
their respective websites:
Data for every month ending -
Sr. Received from Pending Received Resolved Total Pending Average
No. as at the during during Pending complaints Resolution
end of particular particular during > 1 month time^
last month month* particular (in days)
month month #
1 Directly from
Investors
2 SEBI
(SCORES)
3 Stock
exchanges
(if relevant)
4 Other Sources
(if any)
5 Grand Total
Trend of monthly disposal of complaints for the financial year:
Sr. Month Carried forward Received during Resolved during Pending at the
No. from previous particular month particular end of particular
month month* month#
1 April, YYYY
2 May, YYYY
3 June, YYYY
4 ………
5 March, YYYY
Grand Total
^ Average Resolution time is the sum total of time taken to resolve each complaint in days, in the current
month divided by total number of complaints resolved in the current month.
* Inclusive of complaints of previous months resolved in the current month.
# Inclusive of complaints pending as on the last day of the month.
Trend of annual (financial year) disposal of complaints (for 3 years on rolling basis):
Sr. Year Carried forward Received during Resolved during Pending at the
No. from previous particular year particular year end of particular
year year
1 2019-20
2 2020-21
3 2021-22
Grand total
Page 114 of 121
Chapter XX - Bank account details for payment of fees31
[See Regulations 13, 51(2) and 57(3) and Clauses 2 and 4 of Schedule VI of SEBI NCS
Regulations, 2021, Regulations 4(3), 7(b), 22(2) and Clause 2 of Schedule II of SEBI SDI
Regulations]
In order to make payment of fees under the NCS Regulations and SDI Regulations, all
issuers, stock exchanges and other entities are advised to follow the below mentioned
procedure:
a. Remit the fees only to the virtual accounts as given below:
Name of the Bank ICICI Bank Ltd.
IFSC Code I C I C 0 0 0 0 1 0 6
Beneficiary Name Securities and Exchange Board of India
Type of Fees Virtual Account Code
Regulatory Fee – Private Placement of Debt Securities SEBIRCDEBTPRIVPLC
Regulatory Fee – Private Placement of Non-convertible SEBIRCNCRPSPRIVPLC
Redeemable Preference Shares
Regulatory Fee – Private Placement of Commercial Papers SEBIRCCPPRIVPLC
Regulatory Fee – Private Placement of Non-equity SEBIRCNERCPRIVPLC
Regulatory Capital
Regulatory Fee – Public Issue of Debt Securities SEBIRCDEBTPUBLICPLC
Regulatory Fee – Public Issue of Non-convertible SEBIRCNCRPSPUBLICPLC
Redeemable Preference Shares
Filing Fee – Public Issue of Securitised Debt Instruments SEBIRCSDIPUBLICPLC
Registration Fees – Trustee/ Special Purpose Distinct Entity SEBIRCSPDE
(includes Application/ Registration/ Annual)
Exemption Fees - Under LODR/ NCS SEBIRCEXEMPTFEE
Informal Guidance SEBIRCIG
b. Provide the remittance particulars by email at od-ddhs@sebi.gov.in, immediately after
the remittance is made, in the following format:
Name of Date of Amount Name of the UTR/ Transaction Purpose for which
the Remittance Remitted Origin Bank Ref No. remittance is made
Remitter
c. Not to transfer or pay the fees though any other means/ mode which would create
reconciliation issues and hence, delay the processing.
d. The aforesaid remittance mechanism came into effect from October 1, 2021.
31Letters to BSE and NSE dated September 24, 2021; NSE Circular Ref. No: NSE/CML/2021/09 dated
September 28, 2021; BSE Notice No. 20210929-2 dated September 29, 2021;
Page 115 of 121
Annex - 1
List of circulars repealed:
Sl.
Date Circular reference Subject
No.
1 24-07-1992 Ref : SE/7026 Guidelines for public issues
D&CC/FITTC/CIR - Mandatory admission of debt instruments on both
2 01-11-2002
13/2002 the depositories
MRD/DoP/SE/Dep/Ci Mandatory admission of debt instruments on both
3 27-10-2004
r-36/04 the Depositories
SEBI/CFD/DIL/BON Corporate Bond Market – Launch of Reporting
4 12-12-2006
D/1/2006/12/12 Platform
SEBI/CBM/BOND/1/ Corporate Bond Market – Reporting Platform to
5 01-03-2007
2007/01/03 also be set up by NSE
SEBI/CBM/BOND/2/ Corporate Bond Market – Launch of Trading
6 13-04-2007
2007/13/04 Platform
Clarification on applicability of SEBI Regulations/
SEBI/IMD/BOND/Cir-
7 23-06-2009 Circulars on Initial and Continuous Disclosures for
2/2009
Convertible and Non-Convertible Debt
Reporting of Inter-Scheme Transfers of Corporate
SEBI/IMD/DOF-
8 31-07-2009 Bonds by Mutual Funds on SEBI Authorized Trade
1/BOND/Cir-3/2009
Reporting Platforms at NSE/ BSE/ FIMMDA
SEBI/IMD/DOF- Clearing and Settlement of trades in Corporate
9 16-10-2009
1/BOND/Cir-4/2009 Bonds through Clearing Corporations
IMD/DOF-
Revised Operating Hours for Corporate Bond
10 10-11-2009 1/Bond/v/182601/20
Reporting Platforms
09
Reporting of OTC transactions in Certificates of
11 30-07-2010 CIR/IMD/DF/6/2010
Deposit (CDs) and Commercial Papers – CPs
Guidelines for Issue and Listing of Structured
12 28-09-2011 Cir. /IMD/DF/17/2011
Products/ Market Linked Debentures
CIR./ Public Issue of Debt Securities - Prohibition on
13 26-12-2011
IMD/DF/22/2011 payment of incentives
Clearing and Settlement of OTC trades in
14 05-03-2012 Cir. /IMD/DF/8/2012 Commercial Paper (CPs) & Certificates of Deposit
(CDs)
Processing of investor complaints against
CIR/IMD-DoF-
15 16-04-2012 companies applying for listing of debt securities in
1/11/2012
SEBI SCORES system
CIR/IMD/DF- Contents of Application Form and Abridged
16 25-07-2012
1/19/2012 Prospectus for Public Issue of Debt Securities
Issues pertaining to primary issuance of debt
17 29-10-2013 CIR/IMD/DF/18/2013
securities
Reporting of Trades in Securitised Debt
Instruments in Trade Reporting Platforms and
18 07-01-2014 CIR/IMD/DF/1/2014
Clearing and Settlement of trades in Securitised
Debt Instruments through Clearing Corporations
Page 116 of 121
Sl.
Date Circular reference Subject
No.
Circular on Reporting of OTC Trades in Corporate
CIR/MRD/DP/10/201
19 21-03-2014 Bond on Trade Reporting Platform of Stock
4
Exchange
Base Issue Size, Minimum Subscription, Retention
20 17-06-2014 CIR/IMD/DF/12/2014 of Over-Subscription Limit and further disclosures
in the Prospectus for Public Issue of Debt securities
Disclosures to be made by NBFCs in the Offer
Documents for public issue of Debt Securities
21 15-09-2015 CIR/IMD/DF/6/2015
under the SEBI (Issue and Listing of Debt
Securities) Regulations, 2008
Clarification on aspects related to day count
CIR/IMD/DF- convention for debt securities issued under the
22 11-11-2016
1/122/2016 SEBI (Issue and Listing of Debt Securities)
Regulations, 2008
Filing of Forms PAS-4 and PAS-5in case of
SEBI/HO/IMD/DF1/C
23 23-12-2016 issuance of debt securities on private placement
IR/P/2016/140
basis
Disclosure Requirements for Issuance and Listing
24 30-05-2017 CIR/IMD/DF/51/2017
of Green Debt Securities
Specifications related to International Securities
CIR/IMD/DF-1/67 Identification Number (ISINs) for debt securities
25 30-06-2017
/2017 issued under the SEBI (Issue and Listing of Debt
Securities) Regulations, 2008
SEBI/HO/DDHS/CIR/ Electronic book mechanism for issuance of debt
26 05-01-2018
P/2018/05 securities on private placement basis
Clarifications with respect to circular on
“Specifications related to International Securities
CIR/DDHS/P/59/201
27 28-03-2018 Identification Number (ISINs) for debt securities
8
issued under the SEBI (Issue and Listing of Debt
Securities) Regulations, 2008
Streamlining the process of public issue under the
SEBI (Issue and Listing of Debt Securities)
Regulations, 2008, SEBI (Issue and Listing of Non-
CIR/DDHS/P/121/20 Convertible Redeemable Preference Shares)
28 16-08-2018
18 Regulations, 2013, SEBI (Public Offer and Listing
of Securitised Debt Instruments) Regulations, 2008
and SEBI (Issue and Listing of Debt Securities by
Municipalities) Regulations, 2015
Electronic book mechanism for issuance of
SEBI/HO/DDHS/CIR/
29 16-08-2018 securities on private placement basis –
P/2018/122
Clarifications
SEBI/HO/DDHS/CIR/ Fund raising by issuance of Debt Securities by
30 26-11-2018
P/2018/144 Large Entities
SEBI/HO/DDHS/DD
31 22-10-2019 Framework for listing of Commercial Paper
HS/CIR/P/2019/115
SEBI/HO/DDHS/DD Framework for listing of Commercial Paper-
32 24-12-2019
HS/CIR/P/2019/167 Amendments
Page 117 of 121
Sl.
Date Circular reference Subject
No.
Operational framework for transactions in defaulted
SBI/HO/DDHS/CIR/P debt securities post maturity date/ redemption date
33 23-06-2020
/103/2020 under provisions of SEBI (Issue and Listing of Debt
Securities) Regulations, 2008
SEBI/HO/DDHS/CIR/ Guidelines for Issue and Listing of Structured
34 13-07-2020
P/2020/199 Products/ Market Linked Debentures-Amendments
SEBI/HO/DDHS/CIR/ Standardization of timeline for listing of
35 05-10-2020
P/2020/198 securities issued on a private placement basis
Issuance, listing and trading of Perpetual Non-
Cumulative Preference Shares (PNCPS) and
SEBI/HO/DDHS/CIR/
36 06-10-2020 Innovative Perpetual Debt Instruments (IPDIs)/
P/2020/199
Perpetual Debt Instruments (PDIs) (commonly
referred to as Additional Tier 1 (AT 1) instruments)
Introduction of Unified Payments Interface (UPI)
mechanism and Application through Online
interface and Streamlining the process of Public
issues of securities under - SEBI (Issue and Listing
of Debt Securities) Regulations, 2008 (ILDS
Regulations), SEBI (Issue and Listing of Non-
SEBI/HO/DDHS/CIR/
37 23-11-2020 Convertible Redeemable Preference Shares)
P/2020/233
Regulations, 2013 (NCRPS Regulations), SEBI
(Issue and Listing of Securitised Debt Instruments
and Security Receipts) Regulations, 2008 (SDI
Regulations) and SEBI (Issue and Listing of
Municipal Debt Securities) Regulations, 2015
(ILDM Regulations)
SEBI/HO/DDHS/DD Centralized Database for Corporate Bonds/
38 04-06-2021
HS1/P/CIR/2021/572 Debentures
Publishing Investor Charter and Disclosureof
SEBI/HO/DDHS/P/CI
39 26-11-2021 Complaints by Merchant Bankers on their
R/2021/0669
Websites–Debt Market
Revision to Operational Circular for issue and
SEBI/HO/DDHS/P/CI listing of Non-convertible Securities, Securitised
40 08-03-2022
R/2022/0028 Debt Instruments, Security Receipts, Municipal
Debt Securities and Commercial Paper
Standardisation of industry classification -
Revision inChapter -XIV of Operational Circular
SEBI/HO/DDHS/P/CI for issue and listing of Non-convertible
41 22-03-2022
R/2021/031 Securities, Securitised Debt Instruments, Security
Receipts, Municipal Debt Securities and
Commercial Paper
Specific provisions repealed:
Page 118 of 121
Sl. No. Date Circular reference Subject
Clauses 4(a)(i) and (ii) of
Enhanced disclosure in case
1 27-05-2019 SEBI/HO/MIRSD/
of listed debt securities
DOS3/CIR/P/2019/68
Glossary
Acronym Full form
AoA Articles of Association
ALM Asset Liability Management
AMFI Association of Mutual Funds in India
ASBA Application Supported by Blocked Amount
AT1 Additional Tier 1
AUM Assets Under Management
BSE Bombay Stock Exchange
BPS Basis points
BTI Banker to an Issue
CAS Consolidated Account Statement
CC Clearing Corporations
CD Certificate of Deposit
CEO Chief Executive Officer
CFO Chief Financial Officer
CIN Corporate Identity Number
CISA Certified Information Systems Auditor
CoBoSAC Corporate Bonds and Securitization Advisory Committee
CP Commercial Paper
CRA Credit Rating Agency
CS Company Secretary
DP Depository Participant
DIN Director Identification Number
DSRA Debt Service Reserve Account
DT Debenture Trustees
EBP Electronic Book Provider
EOD End Of Day
FAQ Frequently Asked Questions
FIMMDA Fixed Income Money Market and Derivatives Association of India
FMCG Fast Moving Consumer Goods
FPI Foreign Portfolio Investor
FY Financial Year
GDP Gross Domestic Product
G-Sec Government Securities
HFC Housing Finance Company
IBA Indian Banks Association
IBC Insolvency and Bankruptcy Code
Page 119 of 121
Acronym Full form
ICCL Indian Clearing Corporation Limited
ID Identity Document
IM Information Memorandum
ISIN International Securities Identification Number
IST Inter Scheme Transfer
JV Joint Venture
KYC Know Your Client
KRA KYC Registration Agency
LC Large Corporate
LEI Legal Entity Identifier
LTV Loan-to-value
MF Mutual Fund
MIBOR Mumbai Interbank Offer Rate
MCCIL Metropolitan Clearing Corporation of India Limited
MCLR Marginal Cost of Funds based Lending Rate
MFI Micro Finance Institutions
MLD Market Linked Debt securities
MSEI Metropolitan Stock Exchange of India Limited
MSME Micro, Small and Medium Enterprise
NBFC Non-banking Finance Company
NCD Non-convertible Debentures
NCLAT National Company Law Appellate Tribunal
NCLT National Company Law Tribunal
NCRPS Non-convertible Redeemable Preference Shares
NCS Non-convertible Securities
NPA Non-performing asset
NPCI National Payments Corporation of India
NRI Non-resident Investor
NSCCL National Securities Clearing Corporation Limited
NSE National Stock Exchange of India Limited
OTC Over the Counter
PAN Permanent Account Number
PCPS Perpetual Cumulative Preference Shares
PDI Perpetual Debt Instrument
PFI Public Financial Institution
PM Placement Memorandum
PNCPS Perpetual Non-cumulative Preference Shares
PONV Point of Non Viability
PSU Public Sector Undertaking
QIB Qualified Institutional Buyer
RBI Reserve Bank of India
RCPS Redeemable Cumulative Preference Shares
RFQ Request for Quote
RNCPS Redeemable Non-cumulative Preference Shares
RTI/ STA Registrar to an issue and Share Transfer Agent
SB Stock Broker
SCORES SEBI Complaints Redress System
Page 120 of 121
Acronym Full form
SCSB Self-Certified Syndicate Bank
SDI Securitised Debt Instruments
SMS Short Messaging Service
UPI Unified Payments Interface
URL Uniform Resource Locator
YTC Yield to Call
YTM Yield to Maturity
YTP Yield to Put
Page 121 of 121