CIRCULAR
SEBI/HO/DDHS/DDHS_Div1/P/CIR/2022/147 October 31, 2022
To,
Issuers of listed debt securities;
Recognised Stock Exchanges;
Registered Depositories
Madam/ Sir,
Sub: Review of provisions pertaining to specifications related to International
Securities Identification Number (ISIN) for debt securities issued on
private placement basis
Ref: Operational Circular for issue and listing of Non-Convertible Securities
(NCS), Securitised Debt Instruments (SDI), Security Receipts (SR),
Municipal Debt Securities and Commercial Paper (CP) dated August 10,
2021 as amended from time to time (‘Operational Circular’)
1. Chapter VIII of the above referred Operational Circular deals with specifications
related to ISIN for debt securities.
2. In continuation to the measures taken to deepen and boost the liquidity in the
corporate bond market and based on the trends observed in the market pursuant
to the issuance of circulars dated June 30, 2017 and March 28, 20181, capping of
ISINs has reduced fragmentation in the primary market and enhanced liquidity in
the secondary market. Thus, it has been decided to further cap the number of
ISINs maturing in a financial year for debt securities issued on private placement
basis by modifying the said Chapter of the Operational Circular.
3. Paragraphs (1), (2) and (3) of Chapter VIII of the Operational circular shall be
replaced with the following:
“With respect to private placement of debt securities, the following shall be
complied with regard to ISINs:
1. A maximum number of fourteen ISINs maturing in any financial year shall be
allowed for an issuer of debt securities. In addition, a further six ISINs shall also
1 Now repealed; relevant provisions incorporated as Chapter VIII of Operational Circular
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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 fourteen ISINs maturing in a financial year, the bifurcation of ISINs
shall be as under:
2.1 A maximum of nine ISINs maturing per financial year shall be allowed for
plain vanilla debt securities. Within this limit of nine ISINs, the issuer can
issue both secured and unsecured debt securities.
Provided where the total outstanding amount across the nine ISINs,
maturing in a given financial year, reaches Rs. 15,000 crore, then three
additional ISINs would be permitted to mature in the same financial year.
The same should be intimated by the issuer to the stock exchanges and
depositories.
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 nine.”
4. Other provisions of Chapter VIII (Specifications related to ISIN for debt securities)
of the aforementioned Operational Circular shall remain unchanged. The above
threshold may be reviewed periodically to further reduce fragmentation in the
corporate bond market.
5. The provisions of this circular shall be applicable to ISINs utilised to issue debt
securities from April 1, 2023. The newly capped limits shall not be applicable to
ISINs utilised for issuance of debt securities upto March 31, 2023 and maturing in
later years.
6. Further, with respect to the debt securities issued on or after April 01, 2023, all
the ISINs corresponding to these issues (including ISINs issued prior to April 01,
2023), maturing in any financial year, shall adhere to the limit specified in this
circular.
Illustration:
For easy reference, the operability of the circular for an issuer XYZ Limited with
respect to the ISINs (plain vanilla debt securities) issued prior to and on or after April
01, 2023 is illustrated as under:
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Date of Year of No. of ISINs Value of Applicability of this
Issuance of maturity maturing in listed debt circular
listed debt (cited as the FY cited securities
securities example) as example outstanding
(in INR cr)
Up to March FY 2024-25 11 Any amount Limits specified in this
31, 2023 circular shall not apply;
(before the Issuer can avail the
operability of usage of one more fresh
the circular) ISIN maturing in FY
2024-25, since the
issuance is within March
31, 2023.
Re-issuances can be
made under the existing
ISINs
April 01, 2023 FY 2029-30 7 Less than Limits specified in this
onwards (post Rs.15000 circular shall apply.
the operability crore
of the circular) Issuers can utilize/ avail
2 fresh ISINs (9-7)
maturing in FY 2029-30.
Re-issuances can be
made under the existing
ISINs
April 01, 2023 FY 2029-30 9 Less than Limits specified in this
onwards (post Rs.15000 circular shall apply.
the operability crore
of the circular) Issuers cannot utilize/
avail fresh ISINs (9-9)
maturing in FY 2029-30.
Re-issuances can be
made under the existing
ISINs
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April 01, 2023 FY 2029-30 9 Equal to or Limits specified in this
onwards (post more than circular shall apply.
the operability Rs.15000
of the circular) crore Issuers can utilize/ avail
3 fresh ISINs (9+3)
maturing in FY 2029-30.
Re-issuances can be
made under the existing
ISINs
7. The Stock Exchanges and Depositories are advised to:
(i) Make amendments to the relevant bye-laws, rules and regulations for the
implementation of the above decision, as may be applicable/necessary;
(ii) Carry out system changes, if any, to implement the above;
(iii) Disseminate the provisions of this circular on their website;
(iv) Communicate to SEBI, the status of implementation of the provisions of this
circular.
(v) Monitor the compliance of this circular by issuer companies.
8. 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.
9. 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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