CIRCULAR
SEBI/HO/DDHS_Div2/P/CIR/2021/699 December 29, 2021
To,
All Recognized Stock Exchanges
All Depositories
All issuers of listed Non-Convertible Securities
All Issuers of listed Commercial Papers
Sir/Madam,
Subject: Non-compliance with provisions related to continuous disclosures
1. SEBI vide circular no. SEBI/HO/DDHS/DDHS/CIR/P/2020/231 dated November
13, 2020 prescribed a uniform structure for levying fines and taking action for
non-compliance with continuous disclosure requirements specified under
Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“SEBI LODR Regulations”), by the issuers of
listed Non-Convertible Securities and/ or Commercial Papers.
2. Pursuant to the recent amendments to SEBI LODR Regulations, it has been
decided to issue the present circular in supersession of the aforesaid circular
bearing number SEBI/HO/DDHS/DDHS/CIR/P/2020/231 dated November 13,
2020.
3. In view of the above, in the interests of investors and the securities market, the
Stock Exchanges shall levy fine and take action in case of non-compliances with
continuous disclosure requirements by the issuers of listed Non-Convertible
Securities and/ or Commercial Paper as specified in Annexure I and Annexure
II of this circular respectively.
4. Stock Exchanges may deviate from the above, if found necessary, only after
recording reasons in writing.
5. In case a non-compliant entity is listed on more than one recognized stock
exchange, the concerned recognized stock exchange(s) shall take uniform
action under this circular in consultation with each other.
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6. The recognized stock exchanges shall take necessary steps to implement this
circular and shall disclose on their website the action(s) taken against the entities
for non-compliance(s); including the details of the respective requirement,
amount of fine levied/ action taken etc.
7. The amount of fine realized as per the structure provided in Annexure I of this
circular shall be credited to the "Investor Protection Fund" of the concerned
recognized stock exchange.
8. The fines specified in Annexure I of this circular shall continue to accrue till the
time of rectification of the non-compliance and to the satisfaction of the
concerned recognized stock exchange. Such accrual shall be irrespective of
any other disciplinary/enforcement action(s) initiated by recognized stock
exchange(s)/SEBI.
9. The recognized stock exchanges may keep in abeyance the action or withdraw
the action in specific cases where specific exemption from compliance with the
requirements for continuous disclosures /moratorium on enforcement
proceedings has been provided for under any Act, Court/Tribunal Orders etc.
10. The above provisions are without prejudice to the power of SEBI to take action
under the securities laws.
11. The recognized stock exchanges are advised to bring the provisions of this circular
to the notice of issuers of listed Non-Convertible Securities and/or Commercial
Paper.
12. This circular shall come into force for the due dates of compliances falling on or after
February 01, 2022. It may be noted that the circular dated November 13, 2020
would be applicable till the time current circular comes into force.
13. This circular is issued in exercise of the powers conferred under sections 11(1) and 11A(2)
of the Securities and Exchange Board of India Act, 1992 read with Section 9 and 21 of
Securities Contracts (Regulation) Act, 1956.
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14. The recognized stock exchanges may make consequent changes in their byelaws,
if any, to implement this circular.
15. This circular is available on SEBI website at www.sebi.gov.in under the category
“Legal”.
Yours faithfully,
Ashok Nimbekar
Deputy General Manager
Department of Debt and Hybrid Securities
Email id: ashokn@sebi.gov.in
Phone: +91-22-26449837
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ANNEXURE I
PART A: Fine to be levied in case of non-compliance(s) by issuers of listed
Non-Convertible Securities
1. The recognized stock exchanges shall take action for non-compliance with the
provisions of the SEBI LODR Regulations & circulars/ guidelines issued thereunder,
by an entity having listed Non-Convertible Securities, as under:
Sl. Regulation Fine payable and/or
No. other action to be
taken for non-
compliance in respect
of an entity having
listed its Non-
Convertible
Securities
(a) Applicable Regulations for Chapter III Fine payable as per SEBI
(Common obligations of listed entities) of circular no.
SEBI LODR Regulations for which penalty SEBI/HO/CFD/CMD/CIR
has been specified vide SEBI circular no. /P/2020/12 dated
SEBI/HO/CFD/CMD/CIR/P/2020/12 dated January 22, 2020 as
January 22, 2020 as amended from time to amended from time to
time. time.
(b) Regulation 50 (1)
Delay in furnishing intimation about board ₹ 5,000 per instance of
meeting. non-compliance per
item
(c) Regulation 50(2)
Delay in furnishing intimation about ₹ 5,000 per instance of
meeting of shareholders or holders of non-compliance per
non-convertible securities item
(d) Regulation 52(1) / 52(2)(a) / 52(2)(d) /
52(2)(f)
₹ 5,000 per day
Non-submission of quarterly and year to date
standalone financial results on a quarterly
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basis within the period prescribed under this
Regulation under Regulation 52(1)/ Unaudited
financial results submitted without limited
review report under Regulation 52(2)(a)/ Non-
submission of annual audited standalone and
consolidated financial results within the
period prescribed under Regulation 52(2)(d)/
Non-submission of statement of assets &
liabilities and cash flow statement as required
under Regulation 52(2)(f).
(e) Regulation 52(4) / 52(6)
Non-disclosure of line items
prescribed under Regulation 52(4)
₹ 1,000 per day
along with the quarterly / annual
financial results / non-disclosure of
items pertaining to non-convertible
securities as prescribed under
Regulation 52(6) as notes to financials
(f) Regulation 52(7)/ (7A)
Non-submission of statement ₹ 1,000 per day
indicating the utilization of issue
proceeds/ material deviation in the use
of proceeds.
(g) Regulation 53(2)
Non-submission of annual report ₹ 2,000 per day
within the period prescribed under this
regulation.
(h) Regulation 54 (2)/ (3)
Non-disclosure of extent and nature of ₹ 1,000 per day
security created and maintained with
respect to secured listed non-
convertible debt securities in the
financial statements.
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(i) Regulation 57(1)
Non-disclosure of information related ₹ 2,000 per day
to payment obligations. per ISIN
(j) Regulation 57(4)
Non-submission of details of payable ₹ 1,000 per ISIN
interest/dividend/principal obligations
during the quarter.
(k) Regulation 57(5)
Non-submission of certificate ₹ 1,000 per ISIN
confirming the payment of
interest/dividend/principal obligations
due in the quarter or non-submission
of details of all unpaid
interest/dividend/principal obligations
at the end of the quarter.
(l) Regulation 59 (1)
Failure to obtain prior approval of stock ₹ 50,000 per instance
exchange for any structural change in
non-convertible securities.
(m) Regulation 60 (2)
Delay in submission of the notice of
₹ 10,000 per ISIN
record date.
(n) Regulation 62 Advisory/warning letter
per instance of non-
Non-compliance with norms pertaining to
compliance per item
functional website
₹ 10,000 per
instance for every
additional
advisory/warning
letter exceeding
the four advisory/
warning letters in
a financial year.
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2. In case of 1(a), 1(d) and 1(g) above, wherein the listed entity has listed both specified
securities and/or Non-Convertible Securities, and if the concerned recognized stock
exchange(s) has already levied a penalty for non-compliance of relevant regulations in
Chapter III of SEBI (LODR) Regulations or Regulation 33 or 34 of SEBI LODR
Regulations in terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/12 dated
January 22, 2020, as amended from time to time, then penalty shall not be imposed
again for violation of common obligations under Chapter III or Regulation 52(1) or
Regulation 52(2)(a) or Regulation 52(2)(d) or Regulation 53(2), as the case may be, in
terms of this circular.
PART B: Fine to be levied in case of non-compliances by issuers of listed
Commercial Papers
1. The recognized stock exchanges shall take action for non-compliance with
continuous disclosure requirements in terms of Chapter XVII of SEBI Operational
Circular no. SEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021, by an entity
having listed Commercial papers as under:
Sl. Clause Fine payable and/or other
No. action to be taken for non-
compliance in respect of an
entity having listed
Commercial Paper
(a) Non-submission of financial ₹ 5,000 per day
results within the prescribed period
(b) Non-disclosure of line items ₹ 1,000 per day
prescribed under Regulation 52(4)
of SEBI LODR Regulations along
with the financial results
(c) Non-submission of certificate ₹ 1,000 per day per
regarding fulfillment of payment ISIN
obligations
2. In case of 1(a) & 1(b) above, wherein the entity has listed its specified securities
and/or Non-Convertible Securities, and if the concerned recognized stock
exchange(s) has already levied a penalty for non-compliance of Regulation 33
or Regulation 52(1) and/or Regulation 52(4) of SEBI LODR Regulations under
SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/12 dated January 22, 2020
and/or Part A of Annexure I of this circular as applicable, then penalty shall not be
imposed again for non-submission of disclosures specified at 1(a) & 1(b) above.
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Annexure II
Action to be taken in case of non-compliances by issuers of listed Non-
Convertible Securities and/or Commercial Papers
1. Every recognized stock exchange shall review the compliance status of the
entities having listed their Non-Convertible Securities and/or Commercial Paper
and shall issue notices to the non-compliant entities within 30 days from the due
date of prescribed timeline. Non-compliant entity shall ensure compliance with
the requirement(s) and pay fines as per the circular within 15 days from the date
of such notice. If the non-compliant entity fails to comply with the aforesaid
requirement(s) and/or pay fine levied within the stipulated period as per the
notice stated above, the concerned recognized stock exchange(s) upon expiry
of the period indicated in the notice, shall issue reminder notices to such non-
compliant entities, to ensure compliance with the requirement(s) and pay fines
within 10 days from the date of such notice. While issuing the aforementioned
notices, the recognized stock exchange shall also send intimation to other
recognized stock exchange(s) where the Non-Convertible Securities or
Commercial Paper of the non-compliant entity are listed.
2. If the non-compliant entity fails to comply with the aforesaid requirement(s)
and/or pay fine levied within the stipulated period as per the notice stated above,
the concerned recognized stock exchange(s) shall send intimation to other
recognized stock exchange(s) and all entities allowed to act as Electronic Book
Provider, regarding failure of compliance of such entity.
3. The recognized stock exchange(s) and/ or other entities allowed to act as
Electronic Book Provider, thereafter, shall not allow:
(a) issuance of any securities, as defined under Chapter VI of SEBI Operational
Circular no. SEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021 by such
non-compliant entity on EBP Platform;
(b) further listing of Non-Convertible Securities or Commercial Papers of such
non-compliant entity.
4. The restrictions mentioned at para 3.(a) & (b) above shall continue until the non-
compliant entity subsequently complies with the respective requirement(s) and
pays the fine levied. Further, if the non-compliant entity subsequently complies
with the respective requirement(s) and pays the fine levied, in terms of this
Circular, the concerned recognized stock exchange(s) shall display on their
website compliance and status of fines paid by such entity. Simultaneously, the
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concerned recognized stock exchange(s) shall intimate other recognized stock
exchange(s), other entities allowed to act as Electronic Book Provider regarding
compliance of such entity.
5. The recognised stock exchange(s) shall also advise the non-compliant entity to
ensure that the subject matter of non-compliance which has been identified and
indicated by the recognised stock exchange(s) and any subsequent action taken
by the recognised stock exchange(s) in this regard shall be placed before the
Board of Directors of the entity in its next meeting. Comments made by the board
shall be duly informed to the recognised stock exchange(s) for dissemination.
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