CIRCULAR
SEBI/HO/DDHS/P/CIR/2021/0692
December 17, 2021
To
Issuers who have listed and/ or propose to list Commercial Paper;
Recognised Stock Exchanges;
Registered Depositories;
Registered Credit Rating Agencies, Debenture Trustees, Depository Participants,
Merchant Bankers, Registrars to an Issue and Share Transfer Agents, Bankers to
an Issue
Madam/ Sir,
Sub: Revision to Operational Circular for issue and listing of Non-convertible
Securities, Securitised Debt Instruments, Security Receipts, Municipal Debt
Securities and Commercial Paper
1. Vide Circular no. SEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021, SEBI
consolidated existing procedures pertaining to issue and listing of Non-convertible
Securities, Securitised Debt Instruments, Security Receipts, Municipal Debt Securities
and Commercial Paper.
2. Based on feedback from market participants and recent regulatory changes, in order
to bring about uniformity in requirements, certain amendments are being made to the
said Circular, pertaining to listing of Commercial Paper, as given below:
Chapter XVII – Listing of Commercial Paper
Paragraph 4.1 shall stand modified as follows:
“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 any.”
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A new paragraph 4.5 be inserted as follows:
“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
Buyers.”
Paragraph 5.1 shall stand modified as follows:
“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,
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 years.”
3. The provisions of this circular shall come into effect immediately.
4. The Circular is issued in exercise of the powers conferred under Section 11(1) of the
Securities and Exchange Board of India Act, 1992 read with Regulation 55 (1) of the
SEBI (Issue and Listing of Non-convertible Securities) Regulations, 2021 to protect
the interest of investors in securities and to promote the development of, and to
regulate the securities market.
5. This Circular is available at www.sebi.gov.in under the link “LegalCirculars”.
Yours faithfully,
Pradeep Ramakrishnan
General Manager
Department of Debt and Hybrid Securities
+91-22-26449246
pradeepr@sebi.gov.in
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