MASTER CIRCULAR
SEBI/HO/DDHS/PoD1/P/CIR/2023/119 August 10, 2021
(updated as on July 07, 2023)
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: Master Circular2 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 and subsequent notification of SEBI NCS Regulations, 2021,
SEBI has issued multiple circulars covering procedural and operational aspects
thereof.
1Unless specified otherwise, all the chapters are applicable to an issue of Non-convertible securities;
2Earlier called as ‘Operational Circular’; renamed as ‘Master Circular’ from July 07, 2023
Page 1 of 196
3. For effective regulation of the corporate bond market and to enable the issuers and
other market stakeholders to get access to all the applicable circulars at one place,
this Master Circular has been prepared.
4. The process of merging these regulations into the SEBI NCS Regulations, 2021
also entailed 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 Master circular. Accordingly, the
circulars listed at Annex - 1 of this Master Circular stand superseded by this Master
Circular.
5. 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.
6. Notwithstanding the supersession as mentioned in Clause 3 of this circular3, -
6.1. anything done or any action taken or purported to have been done or taken
under the rescinded circulars, prior to such rescission, shall be deemed to
have been done or taken under the corresponding provisions of this Master
Circular;
6.2. any application made to the Board under the rescinded circulars, prior to
such rescission, and pending before it shall be deemed to have been made
under the corresponding provisions of these regulations;
7. Recognized Stock Exchanges, Depositories, other SEBI registered intermediaries,
Issuers and other stakeholders are directed to:
7.1. Disseminate the provisions of this circular on their website4;
7.2. comply with the conditions laid down in this circular;
7.3. put in place necessary systems and infrastructure for implementation of this
circular;
7.4. make consequential changes, if any, to their respective bye-laws, rules and
regulations and bidding portal; and
7.5. Communicate and create awareness amongst stakeholders.
7.6. Monitor the compliance of this circular by issuer companies, as applicable5
3 Inserted on July 07, 2023
4 Inserted on July 07, 2023
5 Inserted on July 07, 2023
Page 2 of 196
8. This Circular is issued in exercise of powers conferred under:
8.1. Section 11(1) of Securities and Exchange Board of India Act, 1992;
8.2. Regulation 55 of SEBI NCS Regulations, 2021;
8.3. Regulation 29 of SEBI ILDM Regulations 2015;
8.4. Regulations 48 of SEBI SDI Regulations, 2008.
9. This circular shall come into force with effect from August 16, 2021, unless
specifically mentioned otherwise in this circular.6
10. 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
6Phrase “unless specifically mentioned otherwise in this circular” inserted on July 07, 2023
Page 3 of 196
Table of contents:
Chapter I - Application process in case of public issues of securities and timelines for listing .............. 5
Chapter II – Application form and Abridged Prospectus ....................................................................... 17
Chapter III – Day count convention, disclosure of cash flows and other disclosures in the offer document
.............................................................................................................................................................. 25
Chapter IV – Additional Disclosures by Non-Banking Finance Company or Housing Finance Company
or Public Financial Institution ................................................................................................................ 27
Chapter V – Denomination of issuance and trading of Non-convertible Securities .............................. 32
Chapter VI - Electronic Book Provider platform .................................................................................... 33
Chapter VII - Standardization of timelines for listing of securities issued on a private placement
basis ...................................................................................................................................................... 46
Chapter VIII - Specifications related to ISIN for debt securities ............................................................ 50
Chapter IX – Green Debt Securities ..................................................................................................... 56
Chapter IX-A – Dos and don’ts relating to green debt securities to avoid occurrences of
greenwashing ........................................................................................................................................ 68
Chapter IX-B – Additional Requirements for the issuers of Transition Bonds ...................................... 70
Chapter X - Structured or market linked debt securities ....................................................................... 72
Chapter XI - Operational framework for transactions in defaulted debt securities post maturity date/
redemption date .................................................................................................................................... 75
Chapter XII - Fund raising by issuance of debt securities by large corporate ...................................... 80
Chapter XIII - Issuance, listing and trading non-equity regulatory capital ............................................ 91
Chapter XIV – Centralized Database for corporate bonds/ debentures ............................................... 93
Chapter XV – Reporting of primary issuances .................................................................................... 130
Chapter XVI – Reporting of trades ...................................................................................................... 132
Chapter XVII - Listing of Commercial Paper ....................................................................................... 136
Chapter XVIII – Additional interest for non-payment of interest/ redemption ..................................... 144
Chapter XIX – Publishing Investor Charter and Disclosure of Complaints by Merchant Bankers on their
Websites.............................................................................................................................................. 145
Chapter XX - Bank account details for payment of fees ..................................................................... 166
Chapter XXI - Registration and regulatory framework for Online Bond Platform Providers (OBPPs)
............................................................................................................................................................ 168
Chapter XXII - Request for Quote (RFQ) platform for trade execution and settlement of trades in listed
Non-convertible Securities, Securitised Debt Instruments, Municipal Debt Securities and Commercial
Paper ................................................................................................................................................... 179
Chapter XXIII – Nominee Directors .................................................................................................... 182
Chapter XXIV – Contribution by eligible Issuers of debt securities to the Settlement Guarantee Fund of
the Limited Purpose Clearing Corporation for repo transactions in debt securities .......................... 183
Chapter XV – Introduction of Legal Entity Identifier (LEI) for issuers who have listed and/ or propose to
list non-convertible securities, securitised debt instruments and security receipts ............................ 185
List of circulars repealed (Annex 1): ................................................................................................... 187
Glossary .............................................................................................................................................. 194
Page 4 of 196
Chapter I - Application process in case of public issues of securities and
timelines for listing7
[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 lakh8 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.
7CIR/DDHS/P/121/2018 dated August 16, 2018; SEBI/HO/DDHS/CIR/P/2020/233 dated November 23, 2020; and
SEBI/HO/DDHS/P/CIR/2022/0028 dated March 8, 2022;
8Modified 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.”
Page 5 of 196
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.
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 lakh9
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).
9Modified 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.”
Page 6 of 196
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.
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
Page 7 of 196
the NPCI in order to push the mandate collect requests and/ or payment
instructions of investors10 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.
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:
10Modified 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.”
Page 8 of 196
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
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.
Page 9 of 196
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
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.
Page 10 of 196
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
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
Page 11 of 196
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.
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.
Page 12 of 196
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 lakh11.
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.
d) Intermediaries:
11Modified 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.”
Page 13 of 196
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. No. Details of activities Due date
(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 T+1
schedule 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.
Page 14 of 196
Sl. No. Details of activities Due date
(working day)
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 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.
T+2
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
T+5
depositories.
Page 15 of 196
Sl. No. Details of activities Due date
(working day)
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
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
Page 16 of 196
Chapter II – Application form and Abridged Prospectus12
[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 lakh13;
3.2. Bidder’s undertaking and confirmation to include blocking of funds through UPI
mode; and
12CIR/IMD/DF-1/19/2012 dated July 25, 2012; SEBI/HO/DDHS/CIR/P/2020/233 dated November 23, 2020; and
SEBI/HO/DDHS/P/CIR/2022/0028 dated March 8, 2022;
13Modified 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.”
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3.3. Instructions with respect to payment/ payment instrument to include instructions
for blocking of funds through UPI mode.
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
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Annex – IIB: Application form for NRI Applicant
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Chapter III – Day count convention, disclosure of cash flows and other
disclosures in the offer document14
[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
14CIR/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 25 of 196
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
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.
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Chapter IV – Additional Disclosures by Non-Banking Finance Company or
Housing Finance Company or Public Financial Institution15
[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;
15CIR/IMD/DF/ 12 /2014 dated June 17, 2014; and CIR/IMD/DF/6/2015 dated September 15, 2015;
Page 27 of 196
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:
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%
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3 50-60%
4 60-70%
5 70-80%
6 80-90%
7 >90%
Total
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
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
4.4. 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
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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
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)
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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 >3
Up to >6 >1 >3
month months months >5
Category 30/31 months years – years – Total
– 2 – 3 – 6 years
days – 1 year 3 years 5 years
months months months
Deposit
Advances
Investment
s
Borrowing
s
FCA*
FCL*
*FCA – Foreign Currency Assets; FCL – Foreign Currency Liabilities;
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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. One lakh16.
Provided that with respect to a shelf placement memorandum which is valid as
on January 1, 2023, the issuer thereof shall have the option while raising funds
through tranche placement memorandum, to keep the face value at Rs. Ten
lakhs or Rs. One Lakh. Necessary addendum shall be issued by such issuer to
the shelf placement memorandum.
1.2. The face value of each security mentioned under Chapter V of SEBI NCS
Regulations, 2021 and Chapter XIII of this Master circular shall be Rs. One
crore.
2. Trading of non-convertible securities:
2.1. The face value of a listed debt security or non-convertible redeemable
preference share issued on private placement basis traded on a stock exchange
or OTC basis shall be Rs. One lakh17.
2.2. The face value of a 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.
16 Modified vide SEBI/HO/DDHS/P/CIR/2022/00144 dated October 28, 2022 (the provisions of the circular came
into effect from January 1, 2023). Prior to the amendment, the clause read as under:
“The face value of each debt security or non-convertible redeemable preference share issued on private placement
basis shall be Rs. Ten lakh.”
17 Modified vide SEBI/HO/DDHS/P/CIR/2022/00144 dated October 28, 2022 (the provisions of the circular came
into effect from January 1, 2023). Prior to the amendment, the clause read as under:
“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.”
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Chapter VI - Electronic Book Provider platform18
[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, 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:
i. a single issue, inclusive of green shoe option, if any, of Rs. 50 crore or
more;
ii. a shelf issue, consisting of multiple tranches, which cumulatively
amounts to Rs. 50 crore or more, in a financial year; and
iii. a subsequent issue, where aggregate of all previous issues by an issuer
in a financial year equals or exceeds Rs. 50 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
18 Initially issued vide circular SEBI/HO/DDHS/CIR/P/2018/05 dated January 05, 2018; and modified vide circular
SEBI/HO/DDHS/CIR/P/2018/122 dated August 16, 2018; and replaced by circular
SEBI/HO/DDHS/DDHS_Div1/P/CIR/2022/00139 dated October 10, 2022 (the provisions of the October 10, 2022
circular came into effect from January 1, 2023);
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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.50 crore may also choose to access the EBP platform for such issuances.
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, the issuer, shall include the number of non-QIB eligible
participants, on whose behalf arranger(s) is making bids 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. The 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:
5.3.1. Details of size of the issue and green shoe portion, if any.
Provided that the green shoe portion shall not exceed five times the
base issue size.
5.3.2. Interest rate parameter - Zero coupon, fixed coupon or floating coupon.
5.3.3. Bid opening and closing date.
5.3.4. Minimum Bid Lot.
5.3.5. Manner of bidding in the issue i.e. open bidding or closed bidding.
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5.3.6. Manner of allotment in the issue i.e. uniform yield allotment or multiple
yield allotment.
5.3.7. Manner of settlement in the issue i.e. through clearing corporation or
through escrow bank account of issuer.
5.3.8. 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:
Table 1: Details of allotment in private placement
Details of Investors to whom allotment has been made
QIB/ Non-Category i.e. Scheduled Commercial Banks, MF, Insurance Company,Amount invested
Name
QIB Pension Fund, Provident Fund, FPI, PFI, Corporate, Others in Rs. crore
6. Participants:
6.1. 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.
6.2. The KYC verification and enrolment of the eligible participants on the EBP
platform shall be done in the following manner:
6.2.1. KYC verification shall be undertaken by obtaining/ utilizing existing
KYCs of clients from KYC Registration Agencies (KRAs) registered with
SEBI or on the basis of the guidelines as prescribed by SEBI from time
to time.
6.2.2. For QIB investors bidding directly or through arranger(s), KYCs and
enrolment shall be done by the EBP.
6.2.3. For non-QIB investors bidding directly, KYCs shall be done by the
issuer and enrolment shall be done by the EBP.
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6.2.4. For non-QIB investors, which are bidding through arranger(s), KYC and
enrolment on EBP shall be ensured by arranger(s).
6.3. EBPs shall ensure that all eligible participants have access to the Placement
Memorandum (PM), term sheet and other issue specific information available
with them.
6.4. Each eligible participant shall provide confirmation to the EBP that it is not using
any software, algorithm, Bots or other automation tools, which would give unfair
access for placing bids on the EBP platform.
6.5. Each EBP shall ensure that it does not provide any preferential access to any
bidder on a selective basis.
6.6. An eligible participant cannot bid for an amount more than Rs.100 crore or 5%
of the base issue size, whichever is lower, through arranger(s) on the EBP
platform.
Provided that Foreign Portfolio Investors may bid through their custodians.
6.7. An arranger can bid, on behalf of multiple participants, subject to the limits for
each participant, as mentioned above.
6.8. For bids made by an arranger for any particular issue, such arranger shall
disclose the following to the EBP at the time of bidding:
6.8.1. Specify that whether the bid is:
a. a proprietary bid; or
b. a client bid i.e. entered on behalf of an eligible participant; or
c. a consolidated bid i.e. an aggregate bid consisting of proprietary bid
and Client bids.
6.8.2. For consolidated bid, arranger shall disclose breakup between
proprietary bid and client bid(s). Further, for client bids, the following
shall be disclosed:
a. Names of such eligible participants;
b. Category (i.e. QIB or non-QIB); and
c. Quantum of bid of each eligible participant.
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7. Bidding, allotment and settlement process:
7.1. Bidding timings and period:
7.1.1. 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.
7.1.2. 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.
7.1.3. An issuer can provide details of the eligible participant(s) for a
particular issue, to the EBP, not later than one hour before the
bidding start time.
7.2. Bidding announcement:
7.2.1. Issuer shall make the bidding announcement on EBP at least one
working day before initiating the bidding process.
7.2.2. Bidding announcement shall be accompanied with details of bid
opening and closing time, and any other details as required by the
EBP from time to time.
7.2.3. Any change in bidding time and/ or date by the issuer shall be
intimated to the 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.
7.3. The bidding process on EBP platform shall be on an anonymous order driven
system.
7.4. Bid shall be made by way of entering bid in:
7.4.1. Price; or
7.4.2. Coupon (in %), up to four decimal places; or
7.4.3. Spread in basis points (bps).
Further, the bid amount shall be specified in Rupees (INR).
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7.5. Bidding process shall be based on the following:
7.5.1. Coupon specified by issuer: The face value and coupon remaining
constant, bids/ quotes shall be placed by the bidders in terms of
price.
7.5.2. Coupon/ spread discovered during bidding: The face value remaining
constant, bids/ quotes shall be placed by the bidders in terms of
coupon/ spread.
7.6. Investors may place multiple bids in an issue.
7.7. Modification or cancellation of the bids shall be allowed i.e. bidder can cancel
or modify the bids made in an issue, subject to the following:
7.7.1. such cancellation/ modification in the bids can be made only during
the bidding period;
7.7.2. no cancellation of bids shall be permitted in the last 10 minutes of the
bidding period; and
7.7.3. in the last 10 minutes of the bidding period, only revision allowed
would be for:
a. downward revision of coupon/ spread or upward modification of
price; and/ or
b. upward revision in terms of the bid size.
7.8. 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, the EBP shall provide an acknowledgement.
7.9. 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
Coupon/ price/ Amount demand at that particular Cumulative
spread coupon/ price/ spread (in Rs. amount demand
crore) (in Rs. crore)
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7.10. 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.
7.11. Allotment and settlement amount for the bidders shall be based on the
following:
7.11.1. Coupon specified by issuer: All bids shall be arranged as per ‘price time
priority’.
a. In case of ‘uniform yield allotment’, allotment and settlement value
shall be based on the cut-off price determined in the bidding process.
b. In case of ‘multiple yield allotment’, allotment and settlement value
shall be based on the price quoted by each bidder/ allottee in the
bidding process.
7.11.2. Coupon discovered during bidding: All bids shall be arranged as per
‘yield time priority’.
a. In case of ‘uniform yield allotment’, allotment and settlement value
shall be based on the face value.
b. In case of ‘multiple yield allotment’, allotment and settlement value
shall be based on the price adjusted as per the coupon/ spread
quoted by each bidder/ allottee in the bidding process.
7.11.3. If two or more bids have the same coupon/ price/ spread and time, then
allotment shall be done on ‘pro-rata’ basis.
8. Anchor portion within the base issue size:
8.1. Issuer shall have an option to avail an ‘anchor portion’ within the base issue
size, subject to the below mentioned conditions:
8.1.1. Issuer shall have the discretion to select the anchor investor(s) for the
anchor portion.
8.1.2. The quantum of allocation(s) to the anchor investor(s) shall be at the
discretion of the issuer, subject to total allocation to the anchor(s) not
exceeding 30% of the base issue size.
8.1.3. There shall be no bidding for anchor portion on the EBP platform.
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8.1.4. If the issuer opts for anchor portion, the same shall be suitably disclosed
in the placement memorandum and the term sheet, along with the
relevant quantum (maximum 30%).
8.1.5. Issuer shall disclose details of the anchor investor(s) and the
corresponding quantum allocated, to the EBP, along with the Placement
Memorandum and the term sheet.
8.1.6. The settlement amount for the anchor investor(s) shall be determined
on the basis of the following:
a. Coupon specified by the issuer:
Uniform yield allotment: The ‘cut-off’ price determined in the bidding
process (in case of issues with anchor portion, it will imply total issue
size less the anchor portion).
Multiple yield allotment: Face value of the security.
Provided that, in case of re-issuance, the ‘cut-off’ price determined
in the bidding process shall be applicable on the anchor investor(s).
b. Coupon/ spread determined in the bidding process:
Uniform yield or multiple yield allotment: Face value of the security
8.2. The remaining portion of the issue (i.e. the non-anchor portion within the base
issue size and the green shoe portion), shall be open for bidding by the eligible
participants at the chosen time slot on the EBP platform. The anchor investor(s)
may also participate in the said portion if identified as eligible participant(s) by
the issuer.
9. Pay-in obligations:
9.1. Pay-in towards the allotment of securities shall be done from the account of the
bidder, to whom allocation is to be made. For bids made by the arranger on
behalf of eligible participant(s), pay-in towards allotment of securities shall be
made from the account of such eligible participants.
9.2. 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
corporations of stock exchanges or through the escrow bank account of an
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issuer. An issuer, in its PM, shall disclose the manner of pay-in of funds 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 the issuer in the PM.
9.3. In case of non-fulfillment of pay-in obligations by allottees and anchor
investor(s), such allottees and anchor investor(s) shall be debarred from
accessing the bidding platform across all EBPs for a period of thirty days from
the date of such default.
9.4. In case of three instances of non-fulfillment of pay-in obligations, across all
EBPs, by client(s) for whom an arranger has bid, then such arranger shall be
debarred from accessing the bidding platform on any EBP, for a period of
seven days from the date of the such third or subsequent default.
9.5. Pay in shall be done through the clearing corporations 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.
9.6. Process flow of settlement, where funds pay-in is to be made to escrow bank
account of issuer:
9.6.1. 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.
9.6.2. 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.
9.6.3. RTA, will then reconcile the information received from escrow bank with
the details as provided by EBP and after reconciliation RTA shall
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intimate to the issuer about receipt of funds. Subsequently, issuer will
initiate the process of corporate action through the RTA to Depository.
9.6.4. 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.
10. Withdrawal of offer by an issuer:
10.1. 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. A withdrawal from the issue process shall imply withdrawal
of the total issue including anchor portion.
10.2. If an issuer withdraws from the issue because of any of the reasons as outlined
below, the restrictions mentioned in the above paragraph shall not be
applicable:
10.2.1. issuer is unable to receive the bids up to the base issue size; or
10.2.2. 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
10.2.3. cut-off 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.
10.3. 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.
10.4. 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.
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11. Responsibilities of various entities involved in the process:
11.1. Issuer shall:
11.1.1. 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;
11.1.2. 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
11.1.3. effect corporate action for credit of securities to the successful
bidders, after receiving confirmation from the RTA about receipt of
funds.
11.2. RTA shall:
11.2.1. 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;
11.2.2. issue instructions to the escrow bank account for the release of
funds, after passing on the instructions for corporate action to the
depositories; and
11.2.3. intimate to the EBP, upon closure of the issue, the status of the issue
i.e. successful or withdrawn, details of defaulting investors etc.
12. Obligations and duties of EBP:
12.1. An EBP shall:
12.1.1. provide an on-line platform for placing bids;
12.1.2. 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;
12.1.3. ensure that the PM, 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;
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12.1.4. have adequate backup, disaster management and recovery
systems; and
12.1.5. ensure safety, secrecy, integrity and retrievability of data.
12.2. EBPs shall ensure that all details regarding the issuance is updated on its
website.
12.3. 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 websites.
12.4. Where an issuer has disclosed estimated cut-off yield 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 its platform.
12.5. 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.
12.6. EBPs shall ensure that bidding is done in the manner as specified.
12.7. The EBP shall be responsible for accurate, timely and secured bidding
process of the electronic bid by the bidders.
12.8. The EBP shall provide a facility to the eligible participants to define the limits/
range, within which quotes may be placed, from its user interface, to avoid
‘fat finger’ errors.
12.9. The EBP shall be responsible for addressing investor grievances arising from
bidding process.
13. 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.
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14. Electronic Book Providers are directed to:
14.1. comply with the conditions laid down hereunder;
14.2. 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.
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Chapter VII - Standardization of timelines for listing of securities issued on a
private placement basis19
[See Regulations 6, 44 and 46 of SEBI NCS Regulations, 2021, Regulations 24 and
38D of the SEBI SDI Regulations, 2008 and Regulations 4A, 4E and Clause 7(m) of
Schedule I of SEBI ILDM Regulations, 2015]
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.
In-principle approval:
2. An issuer desirous of issuing and listing non-convertible securities or municipal debt
securities, shall make an application for in-principle approval to the stock
Exchange(s), in terms of Regulation 6 of the NCS Regulations or Regulation 4A of
the ILDM Regulations, respectively, complete in all respects, including the
submissions and disclosures, as may be specified by the stock exchange(s).
Timelines for issuance and listing of securities on private placement basis:
3. The timelines for each of the steps involved, from submission of the application for
in-principle approval to the listing of the security on the stock exchange(s), are given
below:
Table 1: Timelines for issuance and listing of securities on private placement basis
Category Timeline Nature of activity
(working EBP Non-EBP
day)
In-principle Prior to T-2/ Issuer shall ensure receipt Issuer shall ensure receipt
approval T-5 (EBP); of in-principle approval of in-principle approval
from the stock from the stock
Prior to T exchange(s) where it exchange(s) where it
(Non-EBP) wishes to list its proposed wishes to list its proposed
debt issuance/ securities, debt issuance/ securities,
prior to the date of prior to issue open date.
providing the Placement
Memorandum and term
sheet to the EBP(s), in
terms of paragraph 5.2 of
19SEBI/HO/DDHS/CIR/P/2020/198 dated October 05, 2020; and SEBI/HO/DDHS/DDHS_Div1/P /CIR/2022/167
dated November 30, 2022 (the provisions of the November 30, 2022 circular came into effect from January 1,
2023);
Page 46 of 196
Category Timeline Nature of activity
(working EBP Non-EBP
day)
Chapter VI of this Master
Circular.
Bidding On or before Issuer shall provide the Issue period (open and
announcement T-1 bidding start time and close date) is to be
close time to EBP, on or disclosed by the Issuer in
before T-1. the Placement
memorandum.
Day of bidding/ T  Bidding on the EBP  Finalisation of allotments
Issue period platform; to investors on issue
 Provisional allocation to closure date.
the bidders by the issuer;  Communication about
 Communication about allotments and pay-in
allotments and pay-in obligations to the
obligations to the investors on issue
bidders; closure date.
ISIN On or before  Issuer shall ensure  Issuer shall ensure
allocation/ T+1 receipt of ISIN from a receipt of ISIN from a
assignment/ Depository prior to pay- Depository prior to pay-
confirmation in. in.
by Depository  Issuer shall apply to  Issuer shall apply to
other Depository(ies) for other Depository(ies) for
admission of such admission of such
proposed debt issuance. proposed debt issuance.
Settlement On or before  Pay-in by the bidders/  Receipt of funds by the
T+1/ T+2 (as allottees; Issuer from investors;
per  Communication of  Finalisation of allocation
settlement receipt of money to the by the Issuer;
cycle chosen Issuer;  Payment of stamp duty
by the  Finalisation of allocation by Issuer;
Issuer) by the Issuer;  Filing of Corporate
(EBP);  Payment of stamp duty action file by RTA;
by Issuer;  Conclusion of Corporate
On or before
 Filing of Corporate action action/ demat credit by
T+2
file by RTA; the Depositories;
(Non-EBP);
 Conclusion of Corporate  Issue of credit
action/ demat credit by confirmation letter by
the Depositories; Depositories to Issuer;
 Pay-out of funds to the
Issuer;
 Issue of credit
confirmation letter by
Depositories to Issuer;
Page 47 of 196
Category Timeline Nature of activity
(working EBP Non-EBP
day)
Listing On or before  Issuer shall make an  Issuer shall make an
T+3; application for listing of application for listing of
its non-convertible its non-convertible
securities or municipal securities, municipal
debt securities, to the debt securities,
stock exchange(s), in securitised debt
terms of Regulation 44 of instruments or security
the NCS Regulations or receipts, to the stock
Regulation 4E of the exchange(s), in terms of
ILDM Regulations, Regulation 44 of the
respectively, complete in NCS Regulations,
all respects, including Regulation 4E of the
the submissions and ILDM Regulations or
disclosures, as may be Regulations 35 and 38D
specified by the stock of the SDI Regulations,
exchange(s), and within respectively, complete in
the timelines as may be all respects, including
specified by the stock the submissions and
exchange(s). disclosures, as may be
 Confirmation of listing specified by the stock
permission to Issuer by exchange(s), and within
the stock exchange(s). the timelines as may be
 ISIN activation by the specified by the stock
Depositories. exchange(s).
 Confirmation of listing
permission to Issuer by
the stock exchange(s).
 ISIN activation by the
Depositories.
*For privately placed issues through EBP, T implies bidding date; for privately placed issues outside
EBP, T implies issue open date;
Note: In the above table, for privately placed issue outside EBP, for illustration, it is assumed that
issue is open for one day only. In case issue is kept open for more than one day, the timelines
specified above for activities post the bidding date shall be computed from issue closure date.
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. 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.
Page 48 of 196
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.
6. In case of delay in listing of securities issued on privately placement basis beyond
the timelines specified above, the issuer shall 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).
7. The stock exchanges are advised to issue necessary directions regarding:
a. the submissions/ disclosures required to be made by an issuer at the time of
making an in-principle approval application and listing application; and
b. the timelines within which such application for in-principle approval and listing,
is to be made by an Issuer.
8. The stock exchanges may permit deviation from the above, if found necessary,
subject to the outer limit of T+3 days for conclusion of listing process, after recording
the reasons in writing.
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Chapter VIII - Specifications related to ISIN for debt securities20
[See Regulation 17 of SEBI NCS Regulations, 2021]
1. In respect of private placement of debt securities, the following shall be
complied with regard to ISINs, utilised to issue debt securities from April 1,
2023:
1.1 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
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.
1.2 Out of the fourteen ISINs maturing in a financial year, the bifurcation of ISINs
shall be as under:
a. 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.
b. A maximum of five ISINs maturing per financial year shall be allowed for
structured debt securities and market linked debt securities.
1.3 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.
1.4 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 limits as specified
above.
20 CIR/IMD/DF-1/ 67/2017 dated June 30, 2017; CIR/DDHS/P/59/2018 dated March 28, 2018 and
SEBI/HO/DDHS/DDHS_Div1/P/CIR/2022/147 dated October 31, 2022
Page 50 of 196
1.5 The above threshold may be reviewed periodically to further reduce
fragmentation in the corporate bond market.
2. In respect of private placement of debt securities, the following shall be
complied with regard to ISINs,, utilised for issuance of debt securities up to
March 31, 2023 and maturing in later years:
2.1 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.
2.2 Out of the seventeen ISINs maturing in a financial year, the bifurcation of ISINs
shall be as under:
a. 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
b. A maximum of five ISINs maturing per financial year shall be allowed for
structured debt securities and market linked debt securities.
2.3 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.
3. 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.
4. In case of conversion of partly paid debt securities to fully paid debt securities, such
conversion shall not be counted as an additional ISIN.
5. 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
Page 51 of 196
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.
6. 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.
7. Mechanism for honoring debt obligations arising out of capping of ISINs:
7.1. 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.
7.2. 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.
7.3. 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).
7.4. 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.
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8. 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.
9. Reporting and Monitoring:
9.1. 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:
Table 1: Format for half-yearly reporting by the issuer
Name of Issuance Maturity Coupon Payment Embedded Amt. Amt.
ISIN no.
the issuer date date rate frequency option, if any issued outstanding
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 Stock Exchange21
and depository.
9.2. 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 8.1 above, send the reports received by it to the
depositories for the purposes of their reconciliation.
21 The phrase “Stock Exchange” inserted on July 07, 2023
Page 53 of 196
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.
10. 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:
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 usage
operability of of one more fresh ISIN
the circular) 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
Page 54 of 196
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
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
11. The Stock Exchanges and Depositories shall communicate to SEBI, the status of
implementation of the provisions of this chapter
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Chapter IX – Green Debt Securities22
[See Regulation 26 of SEBI NCS Regulations, 2021]
Initial 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 / private
placements:
1.1 A statement on environmental sustainability 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 (1) (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) Details of taxonomies, green standards or certifications both Indian and
global, if any referenced and the alignment of projects with said
taxonomies, related eligibility criteria, and exclusion criteria, if
applicable.
d) Details of the alignment of the objective of the issue with the India’s
Intended Nationally Determined Contributions in case of the proceeds
raised though issuance of transition bonds
1.3 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.
22Initially issued vide circular no.CIR/IMD/DF/51/2017 dated May 30, 2017 replaced by SEBI/HO/DDHS/DDHS-
RACPOD1/P/CIR/2023/023 dated February 06, 2023 for issues made after April 1, 2023
Page 56 of 196
1.5 Details of an indicative estimate of distribution of proceeds raised though
issuance of green debt security between financing and refinancing of
project(s) and/ or asset(s); if applicable.
1.6 Details of the intended types of temporary placement of the unallocated and
unutilised net proceeds from the issue of green debt securities
1.7 Details related to the perceived social and environmental risks and
proposed mitigation plan associated with the project(s) proposed to be
financed/ refinanced through the proceeds from the issue of green debt
securities
1.8 The issuer shall 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.
The said requirement of appointing a third party reviewer/ certifier is
applicable on a ‘comply or explain’ basis for a period of two years. ‘Comply
or explain’ for the purpose of the above, shall mean that the issuer shall
endeavour to comply with the provisions and achieve full compliance by two
years from the date of issuance of the circular. In case the entity is not able
to achieve full compliance with the provisions till such time, the issuer shall
in its annual report, explain the reasons for such non-compliance/ partial
compliance and the steps initiated to achieve full compliance
Continuous disclosure requirements for listed green debt securities:
2. An issuer who has listed 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.
2.2 Details of unutilized proceeds including the temporary placement/utilization
of unallocated and unutilized proceeds from each ISIN of green debt
security issued by the issuer.
2.3 The following additional disclosures shall be made in the Annual Report:
Page 57 of 196
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.
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;
d) Details of the deployment of the mitigation plan (as disclosed in the offer
documents) for the perceived social and environmental risks
2.4 Impact Reporting: Information, on a project-by-project basis, pertaining to
reporting of the environmental impact of the projects financed by the green
debt securities. Reporting standards or taxonomies followed by the issuer
with regard to reporting of environmental impact, if any, shall also be
disclosed.
2.5 Disclosures of major elements of Business Responsibility and Sustainability
Reporting (BRSR) as mentioned in Annex-IXA to this circular.
3. An issuer shall appoint a third party reviewer/ certifier for a green debt security
for the following:
3.1 Post-issue management of the use of proceeds from the green debt
security,
3.2 Verification of the internal tracking and impact reporting.
The said requirement of appointing a third party reviewer/ certifier is
applicable on a ‘comply or explain’ basis for a period of two years. ‘Comply
or explain’ for the purpose of the above, shall mean that the issuer shall
endeavor to comply with the provisions and achieve full compliance by two
years from the date of issuance of the circular. In case the entity is not able
to achieve full compliance with the provisions till such time, the issuer shall
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in its annual report, explain the reasons for such non-compliance/ partial
compliance and the steps initiated to achieve full compliance
Responsibilities of the issuer:
4. An issuer of green debt securities shall:
4.1 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;
4.2 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;
4.3 Utilise the proceeds only for the stated purpose, as disclosed in the offer
document; and
4.4 Ensure compliance with the Chapter IX-A of this circular on “Dos and don’ts
relating to green debt securities to avoid occurrences of greenwashing”
4. The provisions of this circular came into force for all issues of green debt securities
launched on or after April 1, 2023.
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Annex IX-A
Format for disclosure of major elements of BRSR
Essential Indicators
1. Details of total energy consumption (in Joules or multiples) and energy intensity, in
the following format:
Parameter FY _____ FY ______
(Current (Previous
Financial Year) Financial Year)
Total electricity consumption (A)
Total fuel consumption (B)
Energy consumption through other sources
(C)
Total energy consumption (A+B+C)
Energy intensity per rupee of turnover
(Total energy consumption/ turnover in
rupees)
Energy intensity (optional) – the relevant
metric may be selected by the entity
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an
external agency? (Y/N) If yes, name of the external agency.
2. Does the entity have any sites/ facilities identified as designated consumers (DCs)
under the Performance, Achieve and Trade (PAT) Scheme of the Government of
India? (Y/N) If yes, disclose whether targets set under the PAT scheme have been
achieved. In case targets have not been achieved, provide the remedial action
taken, if any.
3. Provide details of the following disclosures related to water, in the following format:
Parameter FY _____ FY ______
(Current Financial (Previous Financial
Year) Year)
Water withdrawal by source (in kilolitres)
(i) Surface water
(ii) Groundwater
(iii) Third party water
(iv) Seawater / desalinated water
(v) Others
Total volume of water withdrawal
(in
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kilolitres) (i + ii + iii + iv + v)
Total volume of water
consumption (in kilolitres)
Water intensity per rupee of
turnover (Water consumed /
turnover)
Water intensity (optional) – the
relevant metric may be selected by
the entity
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out
by an external agency? (Y/N) If yes, name of the external agency.
4. Has the entity implemented a mechanism for Zero Liquid Discharge? If yes, provide
details of its coverage and implementation.
5. Please provide details of air emissions (other than GHG emissions) by the entity,
in the following format:
Parameter Please FY _____ FY ______
specify (Current (Previous
unit Financial Year) Financial Year)
NOx
SOx
Particulate matter (PM)
Persistent organic pollutants
(POP)
Volatile organic compounds
(VOC)
Hazardous air pollutants (HAP)
Others – please specify
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out
by an external agency? (Y/N) If yes, name of the external agency.
6. Provide details of greenhouse gas emissions (Scope 1 and Scope 2 emissions) &
its intensity, in the following format:
Parameter Unit FY _____ FY ______
(Current (Previous
Financial Year) Financial Year)
Total Scope 1 emissions Metric
(Breakup of the GHG into CO2, tonnes of
CH4, N2O, HFCs, PFCs, SF6, CO2
NF3, if available) equivalent
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Total Scope 2 emissions Metric
(Break-up of the GHG into tonnes of
CO2, CO2
CH4, N2O, HFCs, PFCs, SF6, equivalent
NF3, if available)
Total Scope 1 and Scope 2
emissions per rupee of
turnover
Total Scope 1 and Scope 2
emission intensity (optional) –
the relevant metric may be
selected by the entity
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out
by an external agency? (Y/N) If yes, name of the external agency.
7. Does the entity have any project related to reducing Green House Gas emission?
If Yes, then provide details.
8. Provide details related to waste management by the entity, in the following format:
Parameter FY _____ (Current FY ______
Financial Year) (Previous Financial Year)
Total Waste generated (in metric tonnes)
Plastic waste (A)
E-waste (B)
Bio-medical waste (C)
Construction and demolition
waste (D)
Battery waste (E)
Radioactive waste (F)
Other Hazardous
waste.
Please specify, if any. (G)
Other Non-hazardous waste
generated (H). Please
specify, if any.
(Break-up by composition
i.e. by materials relevant to
the sector)
Total (A+B + C + D + E + F
+ G + H)
For each category of waste generated, total waste recovered through recycling,
reusing or other recovery operations (in metric tonnes)
Category of waste
(i) Recycled
(ii) Re-used
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(iii) Other recovery
operations
Total
For each category of waste generated, total waste disposed by nature of disposal
method (in metric tonnes)
Category of waste
(i) Incineration
(ii) Landfilling
(iii) Other disposal
operations
Total
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an
external agency? (Y/N) If yes, name of the external agency.
9. Briefly describe the waste management practices adopted in your establishments.
Describe the strategy adopted by your company to reduce usage of hazardous and
toxic chemicals in your products and processes and the practices adopted to
manage such wastes.
10. If the entity has operations/offices in/around ecologically sensitive areas (such as
national parks, wildlife sanctuaries, biosphere reserves, wetlands, biodiversity
hotspots, forests, coastal regulation zones etc.) where environmental approvals /
clearances are required, please specify details in the following format:
S. Location of Type of Whether the conditions of environmental
No. operations/offices operations approval / clearance are being complied
with? (Y/N)
If no, the reasons thereof and corrective
action taken, if any.
11. Details of environmental impact assessments of projects undertaken by the entity
based on applicable laws, in the current financial year:
Name and brief EIA Date Whether Results Relevant
details of Notification conducted by Communicated Web link
project No. independent in public
external domain (Yes
agency (Yes / / No)
No)
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12. Is the entity compliant with the applicable environmental law/ regulations/
guidelines in India; such as the Water (Prevention and Control of Pollution) Act, Air
(Prevention and Control of Pollution) Act, Environment protection act and rules
thereunder (Y/N). If not, provide details of all such non-compliances, in the
following format:
S. Specify the law / Provide Any fines / Corrective action
No. regulation / details of penalties / action taken, if any
guidelines which the non- taken by regulatory
was not complied compliance agencies such as
with pollution control
boards or by courts
Leadership Indicators
1. Provide break-up of the total energy consumed (in Joules or multiples) from
renewable and non-renewable sources, in the following format:
Parameter FY _____ FY ______
(Current Financial (Previous Financial
Year) Year)
From renewable sources
Total electricity consumption
(A)
Total fuel consumption (B)
Energy consumption through
other sources (C)
Total energy consumed from
renewable sources (A+B+C)
From non-renewable
sources
Total electricity consumption
(D)
Total fuel consumption (E)
Energy consumption through
other sources (F)
Total energy consumed from
non-renewable sources
(D+E+F)
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an
external agency? (Y/N) If yes, name of the external agency.
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2. Provide the following details related to water discharged:
Parameter FY _____ FY ______
(Current (Previous
Financial Year) Financial Year)
Water discharge by destination and level of treatment (in kilolitres)
(i) To Surface water
- No treatment
- With treatment – please specify level
of treatment
(ii) To Groundwater
- No treatment
- With treatment – please specify level
of treatment
(iii) To Seawater
- No treatment
- With treatment – please specify level
of treatment
(iv) Sent to third-parties
- No treatment
- With treatment – please specify level
of treatment
(v) Others
- No treatment
- With treatment – please specify level
of treatment
Total water discharged (in kilolitres)
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an
external agency? (Y/N) If yes, name of the external agency.
3. Water withdrawal, consumption and discharge in areas of water stress (in
kilolitres):
For each facility / plant located in areas of water stress, provide the following
information: (i) Name of the area
(ii) Nature of operations
(iii) Water withdrawal, consumption and discharge in the following format:
Parameter FY _____ FY ______
(Current Financial Year) (Previous Financial
Year)
Water withdrawal by source (in kilolitres)
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(i) Surface water
(ii) Groundwater
(iii) Third party water
(iv) Seawater / desalinated water
(v) Others
Total volume of water
withdrawal
(in kilolitres)
Total volume of water
consumption
(in kilolitres)
Water intensity per rupee of
turnover (Water consumed /
turnover)
Water intensity (optional) – the
relevant metric may be selected
by the entity
Water discharge by destination and level of treatment (in kilolitres)
(i) Into Surface water
- No treatment
- With treatment – please
specify level of treatment
(ii) Into Groundwater
- No treatment
- With treatment – please
specify level of treatment
(iii) Into Seawater
- No treatment
- With treatment – please
specify level of treatment
(iv) Sent to third-parties
- No treatment
- With treatment – please
specify level of treatment
(v) Others
- No treatment
- With treatment – please
specify level of treatment
Total water discharged (in
kilolitres)
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out
by an external agency? (Y/N) If yes, name of the external agency.
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4. Please provide details of total Scope 3 emissions & its intensity, in the following
format:
Parameter Unit FY _____ FY ______
(Current Financial (Previous Financial
Year) Year)
Total Scope 3 Metric
emissions tonnes of
(Break-up of the GHG CO2
into CO2, CH4, N2O, equivalent
HFCs, PFCs, SF6, NF3,
if
available)
Total Scope 3
emissions per rupee of
turnover
Total Scope 3 emission
intensity (optional) – the
relevant metric may be
selected by the entity
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an
external agency? (Y/N) If yes, name of the external agency.
5. With respect to the ecologically sensitive areas reported at Question 10 of
Essential Indicators above, provide details of significant direct & indirect impact of
the entity on biodiversity in such areas along-with prevention and remediation
activities.
6. If the entity has undertaken any specific initiatives or used innovative technology
or solutions to improve resource efficiency, or reduce impact due to emissions /
effluent discharge / waste generated, please provide details of the same as well as
outcome of such initiatives, as per the following format:
Sr. Initiative undertaken Details of the initiative (Web-link, if Outcome of the
No any, may be provided along-with initiative
summary)
7. Does the entity have a business continuity and disaster management plan? Give
details in 100 words/ web link.
8. Disclose any significant adverse impact to the environment, arising from the value
chain of the entity. What mitigation or adaptation measures have been taken by
the entity in this regard.
9. Percentage of value chain partners (by value of business done with such partners)
that were assessed for environmental impacts.
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Chapter IX-A – Dos and don’ts relating to green debt securities to avoid
occurrences of greenwashing23
[See Regulation 2(1)(q) and Regulation 26 of SEBI NCS Regulations, 2021]
1. The extant framework of ‘green debt security’ was reviewed recently and
consequential changes were brought in the NCS Regulations vide Gazette
notification dated February 02, 2023. In the process of consulting the
stakeholders, comments/ representations from the market participants,
particularly investors, were also received to address the concerns of
‘greenwashing’.
2. While there are no universally accepted taxonomies on greenwashing, the
generally accepted definition of ‘Greenwashing’ is, ‘making false, misleading,
unsubstantiated, or otherwise incomplete claims about the sustainability of a
product, service, or business operation’.
3. To address the concerns of market participants, regarding greenwashing, an
issuer of green debt securities shall ensure the following to avoid its occurrence:
3.1. While raising funds for transition towards a greener pathway, it shall
continuously monitor to check whether the path undertaken towards more
sustainable form of operations is resulting in reduction of the adverse
environmental impact and contributing towards sustainable economy, as
envisaged in the offer document.
3.2. It shall not utilize funds raised through green bonds for purposes that would
not fall under the definition of ‘green debt security’ under the NCS
Regulations.
3.3. In case any such instances mentioned in (ii) above come to light regarding
the green debt securities already issued, it shall disclose the same to the
investors and, if required, by majority of debenture holders, undertake early
redemption of such debt securities.
3.4. It shall not use misleading labels, hide trade-offs or cherry pick data from
research to highlight green practices while obscuring others that are
unfavorable in this behalf.
23 SEBI/HO/DDHS/DDHS-RACPOD1/P/CIR/2023/020 dated February 03, 2023
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3.5. It shall maintain highest standards associated with issue of green debt
security while adhering to the rating assigned to it.
3.6. It shall quantify the negative externalities associated with utilization of the
funds raised through green debt security.
3.7. It shall not make untrue claims giving false impression of certification by a
third-party entity.
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Chapter IX-B – Additional Requirements for the issuers of Transition Bonds24
[See Regulation 2(1)(q) and Regulation 26 of SEBI NCS Regulations, 2021]
1. Transition bonds’ is one of the sub categories of the revised definition of ‘green
debt security’. As per the SEBI (Issue and Listing of Non-Convertible Securities),
transition bonds comprise of “funds raised for transitioning to a more sustainable
form of operations, in line with India’s Intended Nationally Determined
Contributions.”
2. In order to facilitate transparency and informed decision making amongst the
investors in the transition bonds and to ensure that the funds raised through
transition bonds are not being misallocated, it has been decided to prescribe
certain additional requirements for issuance and listing of transition bonds.
Accordingly, the following are prescribed:
An issuer desirous of issuing transition bonds shall make the following additional
disclosures:
2.1 Disclosure in the offer document for public issues /private placements of
such transition bonds:
2.1.1 To differentiate transition bonds from other categories of green debt
security, Issuer of transition bonds shall use a denotation ‘GB-T’. The
denotation shall be disclosed in the offer documents on the cover page and
in type of instrument field in the term sheet.
2.1.2 Transition Plan, which shall contain the following:
(i) Details of interim targets*/ milestones along with an indicative timeline for
achieving the targets.
*interim targets should also reflect the indicative figure regarding how
much emissions the issuer is envisaging to reduce
(ii) Brief of the project implementation strategy
(iii) Details regarding the usage of technology for the project implementation
24 SEBI/HO/DDHS/DDHS_Div1/P/CIR/2023/66 dated May 04, 2023
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(iv) Mechanism to oversee the utilization of the funds raised through transition
bonds and the implementation of the transition plan. Issuers may form a
committee to oversee the implementation and ensure timely completion of
the defined targets.
2.2 Disclosure in the Centralised Database for corporate bonds:
2.2.1 An issuer shall disclose the denotation in the Centralized Database for
corporate bonds/ debentures by filling the denotation i.e. GB-T in sub point
6 i.e. Others (Please specify) of point 10. i.e. Type of Instrument of Annex-
XIV-A to Chapter XIV (Centralized Database for corporate bonds/
debentures) of the Operational Circular dated August 10, 2021 (and as
amended from time to time).
2.2.2 The Depositories shall update the denotation i.e. GB-T as prefix in
“instrument details” field in Centralized Database for corporate bonds/
debentures
2.3 Disclosure to Stock Exchanges, in case of a revision in the transition
plan:
An Issuer of transition bonds, during the year, shall disclose the revised
transition plan along with an explanation for any such revision to the already
disclosed plan; if applicable.
2.4 Disclosure in the Annual report:
The Issuer, shall disclose the transition plan along with a brief on the progress
of the implementation of the transition plan.
3. Stock Exchanges shall monitor the continuous disclosures made by issuers of
transition bonds as specified at para 2.3 and 2.4 above.
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Chapter X - Structured or market linked debt securities25
[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
25Cir./IMD/DF/17/2011 dated September 28, 2011; and SEBI/HO/DDHS/CIR/P/2020/120 dated July 13, 2020;
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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
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.
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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.
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.
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Chapter XI - Operational framework for transactions in defaulted debt
securities post maturity date/ redemption date26
[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,
26SEBI/HO/DDHS/CIR/P/103/2020 dated June 23, 2020;
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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
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 immediately but not later
than 27 one working day of such intimation, 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.
27 Modified on July 7, 2023, prior to the modification it is read as under: 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
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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
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
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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)
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 T+3/ T+11/ Depositories, stock
9
information paragraph 10 of this event basis, exchanges
Page 78 of 196
Sl. Activity to be
Event Timeline* By To
No. undertaken
regarding full chapter as
Payment applicable
Receipt of
Obligations as per
information 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 79 of 196
Chapter XII - Fund raising by issuance of debt securities by large corporate28
[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
28SEBI/HO/DDHS/CIR/P/2018/144 dated November 26, 2018 and SEBI/HO/DDHS/DDHS-
RACPOD1/P/CIR/2023/049 dated March 31, 2023;
Page 80 of 196
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
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 three years29.
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", "T+1 and T+2".
29 Modified vide circular SEBI/HO/DDHS/DDHS-RACPOD1/P/CIR/2023/049 dated March 31, 2023. Prior to the
amendment, the clause read as under:
“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.”
Page 81 of 196
d) However, if at the end of three years30 i.e. last day of FY "T+2", 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.
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
30 Modified vide SEBI/HO/DDHS/DDHS-RACPOD1/P/CIR/2023/049 dated March 31, 2023. Prior to the
amendment, the clause read as under:
“However, if at the end of two years30 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).”
Page 82 of 196
shall be remitted by the stock exchanges to SEBI Investor Protection and
Education Fund within ten days from the end of the month in which the fine was
collected.
Page 83 of 196
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 84 of 196
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/yyy
Page 85 of 196
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
(T), (T+1),
1 3-year block period (specify financial years) 31
(T+2)
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-
5 1) 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
31 Modified vide circular SEBI/HO/DDHS/DDHS-RACPOD1/P/CIR/2023/049 dated March 31, 2023. Prior to the
amendment, the clause read as under:
2-year year block period (specify financial years)
Page 86 of 196
(T-2),(T-1)
1 3-year block period (specify financial years) 32
,(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
32 Modified vide circular SEBI/HO/DDHS/DDHS-RACPOD1/P/CIR/2023/049 dated March 31, 2023. Prior
to the amendment, the clause read as under:
2-year year block period (specify financial years)
Page 87 of 196
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 borrowing or plain vanilla AA or equivalent
bonds
Equity shares and/ or debt securities and/ or
Security listed
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 FY 2024 FY2025
Outstanding borrowing as
on March 31st of previous 800 400 200 80
FY
Whether framework is
Yes Yes Yes No
applicable for current FY?
Page 88 of 196
Current financial year FY2022 FY2023 FY 2024 FY2025
Incremental Borrowing
in the current FY 400 200 100 40
(a)
Mandatory borrowing
through debt securities in 25
100 50
the current FY 0
(b) = 25% of (a)
Block for compliance of the FY 2022, FY 2023, FY 2024,FY
Not
mandatory borrowing FY 2023 and FY 2024 and 2025 and FY
Applicable
through debt securities FY 2024 FY 2025 2026
Actual borrowings done
through debt securities in 10
50 75 10
the current FY
(c)
Shortfall of
(T-2) financial year carried -
- - 15
forward to current
Financial Year - (d)
Shortfall of (T-1) financial 25
year carried forward to
- 50 25
current Financial Year –
(e)
Quantum of (d), which has
- - - 10
been met from (c) - (f)
Quantum of (e), which has 10
- 50 0
been met from (c) – (g)
Shortfall, if any, in the
mandatory borrowing
through debt securities for 40
the current FY
{after adjusting for any 50 25
30
shortfall in borrowing for
previous FY, carried
forward to current FY} (h)=
(b)+(d)+(e)-[(c)]
Fine, to be paid Nil Nil Nil 0.2% of Rs
{in case the shortfall of (T- 5 crore =
2) FY, if any, is not Rs 1 lakh
adjusted completely
against the debt securities
borrowings of current FY}
0.2% of [(d)-(f)]
Compliance Status For For For previous For
previous previous block - previous
Page 89 of 196
Current financial year FY2022 FY2023 FY 2024 FY2025
block - NA block - Rs. 10 cr of block -
Rs. 50 borrowing Rs. 10 cr
For current crore of shortfall for FY of
block- borrowing 2023 adjusted borrowin
shortfall of shortfall for towards debt g
Rs. 50 FY2022 market shortfall
crore adjusted borrowings of for FY
carried towards FY2024. 2023
forward to debt market adjusted
FY 2023 borrowings towards
Thus, remains
and FY of FY2023. debt
a borrowing
2024 Complied market
shortfall of Rs.
borrowin
15 crore for FY
For current gs of
2023 which is
block - FY2024.
carried forward
shortfall of
to FY 2025 and
Rs. 25 crore
25 Crore for FY Thus,
carried
2024 which is remains
forward to FY
carried forward a
2024 and FY
to FY 2025 and borrowin
2025.
FY 2026. g
shortfall
of Rs.
5 crore for
FY 2023.
Thus, fine
of Rs. 1
lakh to be
paid by
XYZ.
Page 90 of 196
Chapter XIII - Issuance, listing and trading non-equity regulatory capital33
[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.
33SEBI/HO/DDHS/CIR/P/2020/199 dated October 06, 2020 and SEBI/HO/DDHS/DDHS-RACPOD1/P/CIR/2023/027
dated February 08, 2023;
Page 91 of 196
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.
Applicability of the Provisions of Chapter V of the SEBI NCS Regulations, 2021:
4. The securities which have characteristics as stated below, shall necessarily be
required to comply with the provisions for issuance and listing as specified under
Chapter V of the SEBI NCS Regulations, 2021 and circulars issued thereunder:
4.1. The issuer is permitted by RBI to issue such instruments,
4.2. The instruments form part of non-equity regulatory capital,
4.3. The instruments are perpetual debt instruments, perpetual non-
cumulative preference shares or instruments of similar nature and
4.4. The instruments contain a discretion with the issuer/ RBI for events
including but not restricted to all or any of the below events:
a. conversion into equity;
b. write off of interest/ principal;
c. skipping/ delaying payment of interest/principal;
d. making an early recall;
e. changing any terms of issue of the instrument.
Page 92 of 196
Chapter XIV – Centralized Database for corporate bonds/ debentures34
[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.
34SEBI/HO/DDHS/DDHS1/P/CIR/2021/572 dated June 04, 2021; and SEBI/HO/DDHS/P/CIR/2021/031 dated March
22, 2022;
Page 93 of 196
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 basis35 (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
35Modified vide SEBI/HO/DDHS/P/CIR/2021/031 dated 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 94 of 196
shall notify the same to stock exchanges and update the correct information in
the database, within the time stipulated in Annex - XIV-C.
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 95 of 196
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
36 Deleted
36Deleted 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
Page 96 of 196
9. Based on sector of business (relevant option may be selected (√))37:
Macro-
MES Ind Basic
Econo Sect Basic
Cod Sector Cod Industry Ind Definition
mic Code Industry
e e Code
Sector
IN01 Commo IN01 Chemic IN01 Chemicals & IN010 Commodity Manufacturers of basic
dities 01 als 0101 Petrochemic 10100 Chemicals and industrial chemicals
als 1 like synthetic fibres, films,
organic and inorganic
chemicals etc.
IN010 Specialty Manufacturers of
10100 Chemicals chemicals used in the
2 manufacture of a variety of
products, like fine
chemicals, additives,
advanced polymers,
explosives, adhesives,
printing inks, sealants,
dyes, pigments, coatings
etc.
IN010 Carbon Manufacturers of carbon
10100 Black black
3
IN010 Dyes And Manufacturer, supplier
10100 Pigments and distributor of dyes and
4 pigments
IN010 Explosives Manufacturer, supplier
10100 and exporter of
5 commercial explosives
and explosive accessories
7 HFCs – other than (2) and (3)
8 Corporate
9 Others
37Modified 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 97 of 196
Macro-
MES Ind Basic
Econo Sect Basic
Cod Sector Cod Industry Ind Definition
mic Code Industry
e e Code
Sector
IN010 Petrochemi Manufacturer, supplier
10100 cals and distributor of
6 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.
IN010 Printing Manufacturers and
10100 Inks distributor of printing inks
7 and allied material
IN010 Trading - Trading companies and
10100 Chemicals distributors of chemicals
8
IN010 Industrial Producer or supplier of
10100 Gases industrial gases
9
IN01 Fertilizers & IN010 Fertilizers Manufacturers of fertilizers
0102 Agrochemica 10200
ls 1
IN010 Pesticides Manufacturers of
10200 & agrochemicals and
2 Agrochemi pesticides
cals
IN01 Constru IN01 Cement & IN010 Cement & Manufacturer, supplier
02 ction 0203 Cement 20300 Cement and distributor of cement,
Material Products 1 Products cement products
s
IN01 Other IN010 Other Other construction
0204 Construction 20400 Constructio material such supplier of
Materials 1 n Materials sand etc. It excludes
companies dealing with
granites, marbles, etc.
which are classified as
'Furniture, Home
Furnishing, Flooring'
under Consumer
Discretionary
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IN01 Metals IN01 Ferrous IN010 Ferro & Manufacturers and
03 & 0301 Metals 30100 Silica distributor of ferro silico
Mining 1 Manganese manganese like ferro
alloys, briquette, fly ash
bricks etc.
IN010 Pig Iron Manufacturers and
30100 distributor of pig iron
2
IN010 Sponge Manufacturers and
30100 Iron distributor of sponge iron
3
IN010 Iron & Steel Manufacturers of Iron &
30100 steel
4
IN01 Non - IN010 Aluminium Mining, processing,
0302 Ferrous 30200 manufacturing and
Metals 1 distributing the aluminium
IN010 Copper Producer and distributor of
30200 copper
2
IN010 Zinc Producer and distributor of
30200 zinc
3
IN010 Precious Mining, manufacturing and
30200 Metals distributing precious
4 materials like gold, silver,
platinum etc. Includes
investment trusts where
underlying is gold or
similar precious metals
IN01 Diversified IN010 Diversified Companies engaged in
0303 Metals 30300 Metals manufacturing and mining
1 of diversified metals
IN01 Minerals & IN010 Industrial Mining, producing and
0304 Mining 30400 Minerals distributing industrial
1 materials (excluding Coal
which has been classified
under 'Energy')
IN01 Metals & IN010 Trading - Trading companies and
0305 Minerals 30500 Metals distributors of metals
Trading 1 (excluding precious
metals)
IN010 Trading - Trading companies and
30500 Minerals distributors of industrial
2 minerals (excluding Coal
trading which has been
classified under 'Energy')
Page 99 of 196
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IN01 Forest IN01 Paper, Forest IN010 Paper & Manufacturers of paper,
04 Material 0401 & Jute 40100 Paper paper boards etc.
s Products 1 Products
IN010 Forest Companies dealing with
40100 Products Timber, Wood, Soil, Pulp,
2 Firewood, Cork, Shellac,
Cross Laminated Timber
excluding plywood and
laminates which is
classified as 'Furniture,
Home Furnishing,
Flooring' under Consumer
Discretionary
IN010 Jute & Jute Manufacturers of jute and
40100 Products jute products
3
IN02 Consum IN02 Automo IN02 Automobiles IN020 Passenger Manufacturer of
er 01 bile and 0101 10100 Cars & passenger /utility vehicles
Discreti Auto 1 Utility including car, bus, taxis,
onary Compon Vehicles auto rickshaws etc.
ents
IN020 2/3 Manufacturers of
10100 Wheelers motorcycles, scooters,
2 three-wheelers and
bicycles
IN020 Trading - Trading and distribution of
10100 Automobile passenger cars, utility
3 s vehicles, 2/3 wheelers
IN02 Auto IN020 Auto Manufacturers and
0102 Components 10200 Component distributors of accessories
1 s & for automobiles
Equipment
s
IN020 Batteries - Manufacturer of
10200 Automobile automobiles batteries
2
IN020 Fastener Manufacturer of fastener
10200 for vehicles
3
IN020 Gas Manufacturer of gas
10200 Cylinders cylinders for automobile
4
IN020 Trading - Trading and distribution of
10200 Auto auto components
5 Ancillaries
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e e Code
Sector
IN020 Tyres & Manufacturers and
10200 Rubber distributors of tyres and
6 Products rubber products for
automobile
IN02 Consum IN02 Consumer IN020 Air Manufacturers and
02 er 0201 Durables 20100 Conditioner distributors of air
Durable 1 conditioners
s
IN020 Cycles Manufacturers and
20100 distributors of bicycles and
2 tricycles
IN020 Consumer Manufacturers and
20100 Electronics distributor of consumer
3 electronics like television,
video cassette recorder,
DVD player, audio
equipments, games etc.
IN020 Furniture, Manufacturers and
20100 Home distributor of furniture,
4 Furnishing, carpets, ceramic tiles,
Flooring granite, marble etc.
IN020 Gems, Manufacturers and
20100 Jewellery distributor of gems,
5 And jewellery, watches and
Watches other luxury goods and
accessories
IN020 Glass - Manufacturers and
20100 Consumer distributor of consumer
6 glass products
IN020 Household Manufacturers of electric
20100 Appliances household appliances like
7 juicers, food processors,
microwave ovens etc.
IN020 Houseware Manufacturers and
20100 distributors of other
8 household durable
products like cookware,
cutlery, utensils and
consumer specialties not
classified otherwise
IN020 Leather Manufacturers and
20100 And distributors of leather
9 Leather products such as belt,
Products leather bags, all types of
footwear etc.
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Sector
IN020 Leisure Manufacturers of leisure
20101 Products products and equipment
0 including sports
equipment, gift articles
etc.
IN020 Plastic Manufacturers and
20101 Products - distributor of plastic
1 Consumer products used in
households such as
suitcase, briefcase and
other consumer plastic
products not covered
under 'Houseware' above
IN020 Plywood Manufacturers and
20101 Boards/ distributor of plywood,
2 Laminates laminates etc.
IN020 Sanitary Manufacturer of sanitary
20101 Ware ware like ceramic
3 plumbing fixtures (as
sinks, lavatories, or toilet
bowls)
IN020 Toys Manufacturers and
20101 distributors of toys, games
4 etc
IN020 Paints Manufacturers and
20101 distributors of interior and
5 exterior paints
IN020 Diversified Any other consumer
20101 Consumer products not covered
6 Products above
IN02 Textiles IN02 Textiles & IN020 Garments & Manufacturers &
03 0301 Apparels 30100 Apparels distributors of apparels/
1 garments
IN020 Other Manufacturers &
30100 Textile distributors of textiles,
2 Products fabrics, yarn, silk yarn,
blended and texturized
yarn and related products
IN020 Trading - Trading and Distribution of
30100 Textile 'garments & apparels' and
3 Products 'other textile products'
where a revenue from
each segment cannot be
determined separately
IN02 Media, IN02 Media IN020 Advertising Companies providing
04 Entertai 0401 40100 & Media advertising, public
nment & 1 Agencies relations and marketing
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Publicati services. It also includes
on billboard providers and
telemarketers.
IN020 Electronic Publisher of newspapers,
40100 Media magazines and other
2 periodicals through
electronic medium
IN020 Web based Companies engaged in
40100 media and providing social media,
3 service search engines, 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
IN020 Print Media Publisher of newspapers,
40100 magazines and other
4 periodicals through print
medium
IN02 Entertainmen IN020 Film Producers and distributors
0402 t 40200 Production, of movies. Includes
1 Distribution theatres and auditoriums
& Exhibition
IN020 Digital Producers and distributors
40200 Entertainm of movies and other
2 ent entertainment related
contents through digital,
Over the Top (OTT)
platform.
IN020 Media & Producers and distributors
40200 Entertainm of entertainment products
3 ent 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
Page 103 of 196
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Sector
classified under 'Film
Production, Distribution &
Exhibition'.
IN020 TV Owners of TV channels,
40200 Broadcasti includes broadcasting of
4 ng & TV shows and cable TV
Software operators and DTH
Production service providers
IN02 Printing & IN020 Printing & Companies providing
0403 Publication 40300 Publication service of commercial
1 printing, publication of
books, commercial
documents etc.
IN02 Realty IN02 Realty IN020 Residential, Companies engaged in
05 0501 50100 Commercia development and
1 l Projects construction of residential/
commercial (offices/
shops etc.) properties
IN020 Real Estate Companies engaged in
50100 related providing real estate
2 services related services like real
estate agents.
IN020 Real Estate Companies or Trusts
50100 Investment engaged in ownership,
3 Trusts acquisition, development,
(REITs) management and
operation of real estate
IN02 Consum IN02 Leisure IN020 Hotels & Owners and operators of
06 er 0601 Services 60100 Resorts hotels, resorts etc.
Service 1 Includes investment trusts
s where underlying is
'Hotels and Resorts'
IN020 Restaurant Owners and operators of
60100 s restaurants, recreation
2 clubs, bars, coffee shops,
fast-food, catering service
etc.
IN020 Amusemen Owners and operators of
60100 t Parks/ amusement parks,
3 Other Casinos and other
Recreation recreation facilities not
covered above
IN020 Wellness Owners and operators of
60100 wellness facilities such as
4 gymnasium, yoga centre,
beauty parlours, salons
etc.
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IN020 Tour, Companies engaged into
60100 Travel provision of tour, travel
5 Related related services. It
Services includes tour operators,
ticketing, visa processing,
hotel and vehicle booking
etc. It includes companies
that provide such service
through digital medium
IN02 Other IN020 Education Any stream of education
0602 Consumer 60200 (including IT education or
Services 1 any specialized training)
provided in classroom
IN020 E-Learning Any stream of education
60200 (including IT education or
2 any specialized training)
provided through medium
other than classroom
IN020 Food Companies engaged in
60200 Storage providing food storage
3 Facilities facility
IN020 Other Companies providing
60200 Consumer other consumer services
4 Services not classified elsewhere. It
includes event managers,
security services,
housekeeping services
etc.
IN02 Retailing IN020 Specialty Owners and operators of
0603 60300 Retail retail store comprising a
1 single class of goods such
as apparels, electronics,
stationary etc.
IN020 Pharmacy Companies engaged in
60300 Retail sale of pharmaceutical,
2 provision of health related
products and services
through electronic medium
IN020 Diversified Owners and operators of
60300 Retail stores offering multiple
3 range of product
categories (department
stores)
IN020 E-Retail/ E- Companies that earns
60300 Commerce significant revenue from
4 provision of products or
services predominantly
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through electronic medium
such as internet.
IN020 Internet & Companies providing
60300 Catalogue online directory of
5 Retail suppliers and potential
buyers for various
products/ merchandise
IN020 Distributors Distributors and
60300 wholesalers of general
6 merchandise not classified
elsewhere
IN03 Energy IN03 Oil, Gas IN03 Gas IN030 Gas Companies engaged in
01 & 0101 10100 Transmissi marketing and/ or
Consum 1 on/Marketin transportation of gases
able g
Fuels
IN030 Industrial Producer or supplier of
10100 Gas industrial gases
2
IN030 LPG/CNG/ Companies engaged in
10100 PNG/LNG distribution of LPG, CNG,
3 Supplier PNG and LNG
IN030 Trading - Companies engaged in
10100 Gas the activity of trading in
4 gas
IN03 Oil IN030 Oil Companies engaged in
0102 10200 Exploration the exploration and
1 & production of oil
Production
IN030 Offshore Companies providing
10200 Support offshore drilling services to
2 Solution oil companies
Drilling
IN030 Oil Storage Companies engaged in
10200 & providing storage and
3 Transportat transportation facility for
ion oil companies
IN030 Oil Manufacturers of
10200 Equipment equipment for and
4 & Services providers of services to the
oil and gas industry
IN03 Petroleum IN030 Refineries Companies engaged in
0103 Products 10300 & Marketing the refining and marketing
1 of oil, gas and petroleum
products
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IN030 Lubricants Manufacturers and
10300 distributors of lubricants
2
IN03 Consumable IN030 Coal Companies engaged in
0104 Fuels 10400 exploration, mining,
1 trading and distribution of
coal, coke and lignite
IN04 Fast IN04 Fast IN04 Agricultural IN040 Edible Oil Producers and distributors
Moving 01 Moving 0101 Food & other 10100 of edible oil
Consum Consum Products 1
er er
Goods Goods
IN040 Sugar Producers and distributors
10100 of sugar and allied
2 products
IN040 Tea & Producers and distributors
10100 Coffee of tea and coffee
3
IN040 Other Producers and distributors
10100 Agricultural of agricultural products not
4 Products classified elsewhere
IN04 Beverages IN040 Breweries Manufacturers of alcoholic
0102 10200 & beverages. Includes
1 Distilleries distillers
IN040 Other Manufacturers of non-
10200 Beverages alcoholic beverages
2
IN04 Cigarettes & IN040 Cigarettes Manufacturers and
0103 Tobacco 10300 & Tobacco distributors of cigarettes
Products 1 Products and other tobacco
products
IN04 Food IN040 Animal Manufacturers and
0104 Products 10400 Feed distributors of animal feed
1
IN040 Dairy Producers and distributors
10400 Products of dairy products
2
IN040 Other Food Producers and distributors
10400 Products of other food products not
3 classified elsewhere
IN040 Packaged Producers & distributors of
10400 Foods packaged foods including
4 biscuits, chocolates, chips
etc.
IN04 Personal IN040 Personal Manufacturers and
0105 Products 10500 Care distributors of personal
1 products such as tooth
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paste, shampoo, perfume,
cosmetics etc.
IN04 Household IN040 Household Manufacturers and
0106 Products 10600 Products distributors of household
1 products such as
aluminium foils,
detergents, matchstick,
paper tissues, soaps etc.
IN040 Batteries Manufacturers and
10600 distributors of batteries
2 used in home appliances.
Excludes automobiles
batteries classified under
'Consumer Discretionary'
IN040 Photograph Manufacturers and
10600 ic Products distributors of
3 photographic products
IN040 Stationary Manufacturers and
10600 distributors of stationary
4 such as pen, pencil,
notebooks etc.
IN04 Diversified IN040 Diversified Companies engaged into
0107 FMCG 10700 FMCG multiple FMCG products,
1 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 Financi IN05 Financia IN05 Finance IN050 Financial Financial Institutions as
al 01 l 0101 10100 Institution defined under Section 4(1)
Service Service 1 of the Companies Act,
s s 1956
IN050 Housing Companies providing loan
10100 Finance for buying housing and
2 Company commercial properties
IN050 Investment Companies which earn
10100 Company major revenue from
3 interest, capital
appreciation from
investments made. It does
not include rental income
which is classified under
'Diversified Commercial
Services'
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IN050 Non- Non-Banking Financial
10100 Banking Company (NBFC) as may
4 Financial be specified by the
Company Reserve Bank of India
(NBFC) (RBI)
IN050 Other Companies providing
10100 Financial financial services not
5 Services covered elsewhere under
'Financial Services'
IN050 Holding Holding companies with
10100 Company holding of 51% or more in
6 other company
IN05 Banks IN050 Public Banks sponsored by
0102 10200 Sector Central or State
1 Bank government in India
categorized as public
sector bank by Reserve
Bank of India (RBI)
IN050 Private Banks categorized as
10200 Sector private sector banks by
2 Bank Reserve Bank of India
(RBI)
IN050 Other Bank Other banks not classified
10200 under Public Sector Bank
3 and Private Sector Bank
above. Includes foreign
banks, payment banks,
small banks etc.
IN05 Capital IN050 Asset Companies engaged in
0103 Markets 10300 Manageme mutual fund activities i.e.
1 nt companies operating
Company mutual funds, open-end
mutual funds, closed-end
mutual funds etc.
IN050 Depositorie Companies providing
10300 s, Clearing depository services.
2 Houses and Includes clearing houses/
Other clearing corporations,
Intermediar registrar/ share transfer
ies agents, custodians etc.
which are not covered
elsewhere under 'Capital
Markets'
IN050 Financial Companies engaged into
10300 Products distribution of financial
3 Distributor products
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IN050 Ratings Companies providing
10300 ratings service
4
IN050 Exchange Companies providing
10300 and Data platform for trading of
5 Platform equity, commodity,
currency, fixed income
securities, power etc. are
classified under
'Exchange Platform'.
Companies providing data
vending/ data
dissemination are
classified under 'Data
Platform'
IN050 Stockbrokin Companies engaged in
10300 g & Allied providing brokerage
6 services and other allied
activities such as
investment advisory
services etc.
IN050 Other Other Capital Market
10300 Capital related Services not
7 Market classified elsewhere
related above
Services
IN05 Insurance IN050 General Companies providing
0104 10400 Insurance general insurance
1
IN050 Life Companies providing life
10400 Insurance insurance
2
IN050 Other Insurance companies
10400 Insurance offering multiple line of
3 Companies insurance such as life
insurance, general
insurance, medical
insurance, etc.
IN050 Insurance Companies engaged into
10400 Distributors distribution of insurance
4 products
IN05 Financial IN050 Financial Fintechs providing
0105 Technology 10500 Technology services like banking,
(Fintech) 1 (Fintech) payment processing,
brokerage, aggregation
and distribution of financial
products and services
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Sector
IN06 Healthc IN06 Healthc IN06 Pharmaceuti IN060 Pharmaceu Manufacturers and
are 01 are 0101 cals & 10100 ticals distributors of
Biotechnolog 1 pharmaceuticals and
y companies engaged in
research & development
of pharmaceuticals
IN060 Biotechnolo Companies engaged in
10100 gy the development,
2 manufacturing or
marketing and distribution
of products based on
biotechnology
IN06 Healthcare IN060 Medical Manufacturers and
0102 Equipment & 10200 Equipment distributors of medical
Supplies 1 & Supplies equipments such as blood
pressure monitoring
machine, X-Ray
machines, MRI scanners,
and supplies such as
injection needles, syringe,
gloves etc.
IN06 Healthcare IN060 Hospital Owners and operators of
0103 Services 10300 health care facilities. It
1 includes hospitals, nursing
homes and veterinary
hospitals. Includes
investment trusts where
underlying is 'Hospitals'
IN060 Healthcare Owners and operators of
10300 Service diagnostic services such
2 Provider as pathological
laboratories, X-Ray and
MRI scan centres, etc.
IN060 Healthcare Companies providing
10300 Research, healthcare research and
3 Analytics & analytics related services
Technology
IN07 Industri IN07 Constru IN07 Construction IN070 Civil Companies engaged in
als 01 ction 0101 10100 Constructio designing, construction
1 n 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
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Discretionary'. Includes
investment trusts where
underlying is 'Civil
Construction'
IN070 Engineerin Companies engaged into
10100 g, Engineering, procurement
2 Designing and construction (EPC)
& projects
Constructio
n
IN07 Capital IN07 Aerospace & IN070 Aerospace Manufacturers of civil and
02 Goods 0201 Defense 20100 & Defense military aerospace and
1 equipments, defense
equipments, defense
electronics and products
thereof
IN07 Agricultural, IN070 Tractors Manufacturers and
0202 Commercial 20200 distributors of tractors and
& 1 other farm vehicles
Construction
Vehicles
IN070 Commercia Manufacturers and
20200 l Vehicles distributors of commercial
2 vehicles as trucks,
dumpers etc.
IN070 Constructio Manufacturers and
20200 n Vehicles distributors of construction
3 vehicles like cranes,
bulldozers etc.
IN07 Electrical IN070 Heavy Manufacturers and
0203 Equipment 20300 Electrical distributors of power
1 Equipment generating equipment and
other heavy electrical
equipment such as power
turbines, transmission
towers, heavy electrical
machinery
IN070 Other Manufactures and
20300 Electrical distributors of electric
2 Equipment cables and wires and other
electrical components or
equipment not classified
under Heavy Electrical
Equipment
IN07 Industrial IN070 Elevators Manufacturer of elevators
0204 Manufacturin 20400 and escalators
g 1
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IN070 Engineerin Manufacturers and
20400 g & distributors of engineering
2 Constructio and construction related
n products products not covered
elsewhere
IN070 Industrial Manufacturers and
20400 Electronics distributor of industrial
3 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.
IN070 Industrial Manufacturers and
20400 Equipment distributor of industrial
4 s equipment not covered
elsewhere
IN070 Railway Manufacturers of railway
20400 Wagons wagons and EMU
5 coaches
IN070 Ship Companies engaged in
20400 Building & ship building and providing
6 Allied allied services
Services
IN070 Industrial Manufacturers and
20400 Machinery distributors of industrial
7 machinery not covered
elsewhere
IN07 Industrial IN070 Abrasives Manufactures and
0205 Products 20500 distributors of abrasives
1
IN070 Bearings Manufactures and
20500 distributors of bearings.
2 Excludes bearings used
for automobiles which are
classified as 'Auto
Components &
Equipments' under
Consumer Discretionary
IN070 Cables - Manufacturers and
20500 Electricals distributors of electrical
3 cables/ wires. Excludes
telecom cables which are
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classified as 'Telecom -
Equipment & Accessories'
under
'Telecommunication'
IN070 Castings & Manufacturers and
20500 Forgings distributors of castings
4 and forgings. Excludes
companies generating
majority revenue from
automobile segment and
they are classified as 'Auto
Components &
Equipments' classified
under 'Consumer
Discretionary'
IN070 Compresso Manufacturers and
20500 rs & Pumps distributors of
5 compressors and pumps
IN070 Diesel Manufacturers and
20500 Engines distributors of diesel
6 engines. Excludes
engines used for
automobiles which are
classified as 'Auto
Components &
Equipments' under
Consumer Discretionary
IN070 Electrodes Manufacturers and
20500 distributors of electrodes
7
IN070 Packaging Manufacturers and
20500 distributors of packaging
8 materials such as
cardboard, bags, boxes,
cans, drums, bottles and
jars and glass
IN070 Plastic Manufacturers and
20500 Products - distributors of industrial
9 Industrial plastic products such as
plastic pipes etc.
IN070 Refractorie Manufacturers and
20501 s distributors of refractories
0
IN070 Rubber Manufacturers and
20501 distributors of rubber and
1 rubber products. Excludes
companies classified as
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'Tyres & Rubber Products'
under 'Consumer
Discretionary'
IN070 Other Manufacturers and
20501 Industrial distributors of other
2 Products industrial products not
classified elsewhere
IN070 Glass - Manufacturers and
20501 Industrial distributors of industrial
3 glasses. It excludes
consumer glass classified
under 'Consumer
Discretionary'
IN070 Aluminium, Manufacturers and
20501 Copper & distributors of aluminium,
4 Zinc copper and zinc products
Products
IN070 Iron & Steel Manufacturers and
20501 Products distributors of iron and
5 steel products
IN08 Informat IN08 Informat IN08 IT - Software IN080 Computers Companies engaged in
ion 01 ion 0101 10100 - Software software development, IT
Technol Technol 1 & consulting and data
ogy ogy Consulting analytics
IN080 Software Companies engaged in
10100 Products development of software
2 products that can be
commonly used by
individuals and corporates
IN08 IT - Services IN080 IT Enabled Companies engaged in
0102 10200 Services providing services for
1 business automation
through provision of IT
infrastructure.
IN08 IT - Hardware IN080 Computers Manufactures and
0103 10300 Hardware & distributors of computer
1 Equipment hardware and equipments
s such as personal
computers, laptops,
servers, motherboards,
networking equipments,
printers, photo copiers etc.
IN09 Service IN09 Service IN09 Engineering IN090 Dredging Companies providing
s 01 s 0101 Services 10100 dredging and related
1 services
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IN09 Transport IN090 Airline Owners and operators of
0102 Services 10200 commercial airlines
1
IN090 Logistics Companies providing
10200 Solution logistic services, courier,
2 Provider movers & packers etc.
IN090 Railways Companies providing
10200 passenger or cargo
3 transportation through
railways
IN090 Road Companies providing
10200 Transport passenger or cargo
4 transportation through
roads
IN090 Shipping Companies providing
10200 passenger or cargo
5 transportation through
marine (shipping)
IN090 Transport Other transport related
10200 Related service not covered
6 Services elsewhere
IN09 Transport IN090 Airport & Owners and operators of
0103 Infrastructure 10300 Airport airports and companies
1 services providing airport related
services
IN090 Port & Port Owners and operators of
10300 services marine ports and related
2 services like marine
engineering services
IN090 Toll bridge Operators of bridge,
10300 operator highway, toll bridges etc.
3 Does not include
companies engaged into
construction of road,
bridges and highways
which are classified as
'Civil Construction' under
'Manufacturing'
IN09 Commercial IN090 Trading & Companies engaged in
0104 Services & 10400 Distributors trading and distribution of
Supplies 1 goods not covered
elsewhere
IN090 Consulting Companies engaged in
10400 Services providing consulting
2 services
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IN090 Data Companies engaged in
10400 Processing providing commercial
3 Services electronic data processing
services
IN090 Diversified Companies providing
10400 Commercia commercial and consumer
4 l 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.
IN090 Business Companies engaged in
10400 Process providing Business
5 Outsourcin Process Outsourcing
g (BPO)/ (BPO)/ Knowledge
Knowledge Process Outsourcing
Process (KPO) services
Outsourcin
g (KPO)
IN10 Teleco IN10 Teleco IN10 Telecom - IN100 Telecom - Companies providing fixed
mmunic 01 mmunic 0101 Services 10100 Cellular & line and cellular telecom
ation ation 1 Fixed line services
services
IN100 Telecom - Companies engaged into
10100 Infrastructu provision of telecom
2 re instruments and telecom
related infrastructure
services.
IN100 Other Companies engaged into
10100 Telecom provision of broad band
3 Services internet service and other
telecom related services
not covered elsewhere
IN10 Telecom - IN100 Telecom - Manufacturers and
0102 Equipment & 10200 Equipment distributors of telecom
Accessories 1 & equipments, cables and
Accessorie other accessories.
s Includes investment trusts
where underlying is
telecom equipment such
as telephone instruments
Page 117 of 196
Macro-
MES Ind Basic
Econo Sect Basic
Cod Sector Cod Industry Ind Definition
mic Code Industry
e e Code
Sector
IN11 Utilities IN11 Power IN11 Power IN110 Electric Companies engaged into
01 0101 10100 Utilities production and distribution
1 of thermal, solar, hydro
and wind power. Includes
investment trusts where
underlying is power
generation and distribution
IN110 Power Companies engaged into
10100 Trading trading of electricity
2
IN110 Power - Companies engaged into
10100 Transmissi transmission or
3 on distribution of electricity.
Includes investment trusts
where underlying is power
transmission
IN11 Utilities IN11 Other Utilities IN110 Water Companies engaged into
02 0201 20100 Supply & water supply and
1 Manageme management
nt
IN110 Waste Companies engaged into
20100 Manageme waste management
2 nt
IN110 Emergency Companies engaged into
20100 Services providing emergency
3 services like fire brigade,
flood management etc.
IN110 Multi Companies providing
20100 Utilities multiple lines of utilities
4
IN110 Other Companies providing
20100 Utilities utilities not covered
5 elsewhere
IN12 Diversifi IN12 Diversifi IN12 Diversified IN120 Diversified Companies engaged into
ed 01 ed 0101 10100 multiple business
1 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
Page 118 of 196
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
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)
Page 119 of 196
Sl. No. Category
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 date
25
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):
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
Page 120 of 196
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):
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
Page 121 of 196
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
Sl. No. Category
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
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’.
Page 122 of 196
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 123 of 196
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 124 of 196
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 125 of 196
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)
Page 126 of 196
5. Payment Status:
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
Page 127 of 196
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 128 of 196
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 129 of 196
Chapter XV – Reporting of primary issuances38
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.
38SEBI/HO/DDHS/CIR/P/2018/05 dated January 05, 2018;
Page 130 of 196
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:
Amount MannerofManner of
Type of raised in Type ofallotment settlement
Link toNo. of
Bidding Issuer Issue issuance Allotment Face Rs. Cr(Maturity Credit bidding (uniform/ (Clearing
ISIN Coupon Price thePM/successful
date name description (fresh/Re-date value (should date) rating (open/ multiple Corporation/
IM bidders
issuance) beinface closed) yield/ Escrow
value) price) mechanism)
QIBs Non-QIBs
Annex - XV-C
Primary Market Repository:
Issue type Issue Mode of
Issue Issue
Issuer Issue (fresh size in Maturity Coupon Credit issuance
ISIN price allotment
name description issuance/ re-Rs. date (%) Rating (public/ EBP/
in Rs. date
issuance) crore* non-EBP)
*Issue size = Total number of bonds issued * face value
Page 131 of 196
Chapter XVI – Reporting of trades39
[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 OTC 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, as per below mentioned format40:
39 SEBI/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; SEBI letter no. IMD/DOF-1/Bond/V/182601/2009 dated November 10, 2009; and
SEBI/HO/DDHS/DDHS_Div1/P/CIR/2022/159 dated November 24, 2022;
40 Modified vide SEBI/HO/DDHS/DDHS_Div1/P/CIR/2022/159 dated November 24, 2022 (the provisions of this
circular came into effect from January 1, 2023). Prior to the amendment, the clause read as under:
“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.”
Page 132 of 196
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.
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.
Page 133 of 196
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.
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:
Page 134 of 196
Table 1: Trade and Settlement data of debt securities
Deal Yield Trade Settlement Reported
type* Listed/ Traded Trade type value in Trade status^ trade/ trade
Issuer Coupon Issue Settlement
(brokere ISIN unlisted price in yield (YTC/ Rs.lakh(in date & (settled/ not executed
name (%) description date
d/ direct/ security Rs. (%) YTP/YT face value time settled/ on RFQ
IST) M)# term) pending platform
*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:
Table 2: Secondary Market Repository
(Separate table for OTC including RFQ and capital market segment)
Listed/ Issue Total trade Last Weighted Weighted
Exchange Trade Issuer Coupon Maturity Credit No. of
ISIN unlisted descriptio value* in trade average average
flag date name (%) date rating trades
security n Rs. lakh price price yield
*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. Stock Exchanges shall monitor the compliance of the provisions of this chapter
and bring to the notice of SEBI, periodically, discrepancies in reporting of OTC
trades by investors.
Page 135 of 196
Chapter XVII - Listing of Commercial Paper41
[See Chapter VI of SEBI NCS Regulations, 2021]
42PART I: If an issuer has already filed a General Information Document under
Regulation 50A(1) of SEBI NCS Regulations, 2021 for issue of non-convertible
securities with a Stock Exchange during a year, which is valid as on date of filing
application with a Stock Exchange for listing Commercial Paper, then the issuer
shall forward an application for listing along with following disclosures to the
concerned stock exchange(s):
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 any.
2. Commercial Paper borrowing limit, supporting board resolution for Commercial
Paper borrowing, details of Commercial Paper issued during the last 2 years.
3. End-use of funds.
a. Credit support/ enhancement (if any):
b. Details of instrument, amount, guarantor company;
c. Copy of the executed guarantee;
d. Net worth of the guarantor company;
e. Names of companies to which guarantor has issued similar guarantee;
f. Extent of the guarantee offered by the guarantor company; and
g. Conditions under which the guarantee will be invoked.
41SEBI/HO/DDHS/DDHS/CIR/P/2019/115 October 22, 2019; SEBI/HO/DDHS/DDHS/CIR/P/2019/167-CP dated
December 24, 2019; and SEBI/HO/DDHS/P/CIR/2021/0692 dated December 17, 2021;
42 Inserted on July 07, 2023
Page 136 of 196
43PART II: Issuers who desire to list CP but not covered in Part I above 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 Director List of other
Age Address
No. and 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
Remarks/
Name, Date of Date of cessation
Sl. reasons
designation appointment/ (in case of
No. for
and DIN resignation resignation)
change
1.4. List of top 10 holders of equity shares of the company as on the latest quarter
end:
43 Modified on July 07, 2023
Page 137 of 196
Table 3: Details of equity share holders
Total shareholding as %
Sl. Name and category Total no. of No of shares in
of total no. of equity
No. of shareholder equity shares demat form
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 138 of 196
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
Tenor/ Other details
Redempti
period Amount Date of Credit Secured/ viz. detailsof
Series ISIN Coupon on date/ Security
of issued allotment rating unsecured IPA, details of
schedule
maturity CRA
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,
Page 139 of 196
group company, etc.) on behalf of whom it has been issued, contingent liability
including DSRA guarantees/ any put option etc.
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
any44.
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. deleted45.
44 Modified 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.”
45Inserted vide SEBI/HO/DDHS/P/CIR/2021/0692 dated December 17, 2021 and deleted on July 07, 2023; prior to
deletion, the clause read as under:
“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”
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5. Financial Information:
5.1. Audited/ limited review half yearly consolidated and standalone financial
information:
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
years46.
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.
46Modified 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.”
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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).
PART III: 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:
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;
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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 a framework for imposition of fine, in case
of non-compliance and/ or inappropriate disclosures by issuers.
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Chapter XVIII – Additional interest for non-payment of interest/ redemption47
[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.
47SEBI/ HO/ MIRSD/ DOS3/CIR/P/2019/68 dated May 27, 2019;
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Chapter XIX – Publishing Investor Charter and Disclosure of Complaints by
Merchant Bankers on their Websites48
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.
48SEBI/HO/DDHS/P/CIR/2021/0669 dated November 26, 2021;
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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.
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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.
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 Information where
Activity
No. activity takes place available
1 Filing of draft offer 0 Websites of stock
document by exchanges, lead manager,
company for public issuer and SEBI.
comments
2 Receipt of public Seven working days -
comments on offer from draft offer
document document filing.
3 Statutory On or before the Issue Newspaper advertisement
advertisement opening date.
4 Issue opening date On or after statutory Final offer document
advertisement. available on websites of
stock exchanges, lead
manager, issuer and SEBI .
5 Availability of Till issue closure date Websites of stock exchanges
application forms and lead manager.
with abridged
prospectus
6 Display of total Issue opening date till Updated on websites of
demand in the issue issue closure date. stock exchanges.
7 Commencement of On or before six Final offer document
trading – pubic issue working days from available on websites of
Issue closure date stock exchanges, lead
manager, issuer and SEBI.
8 Unblocking ASBA Within five working In case of delay the issuer
Accounts days shall 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.
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10 Track record of Listing date Lead manager's website
public 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.
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).
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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.
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'.
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12. Do not submit applications to the designated intermediaries at centers other than
those mentioned in the application form.
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 T+1
intermediary and endeavour to forward the grievance to the
concerned intermediary/ies on T day itself
Page 150 of 196
3 The concerned intermediary/ies to respond to the lead X
manager with an acceptable reply/ proof of resolution
5 Lead manager, the concerned intermediary/ies and the Between T
investor shall exchange between themselves additional and X
information related to the grievance, wherever required.
4 LM to reply to the investor with the reply/ proof of resolution X+3
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):
Page 151 of 196
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.
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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.
No Timeline for which Information where
. Activity activity takes place available/ Remarks
1 Filing of draft offer T Websites of stock exchanges,
document by lead manager, issuer and
company for public SEBI.
comments
Page 153 of 196
2 Receipt of public Seven working days -
comments on offer from DRHP filing.
document
3 Statutory On or before the Issue Newspaper advertisement.
advertisement opening date.
4 Issue opening date On or after statutory Final Offer Document
advertisement. available on websites of stock
exchanges, lead manager,
issuer and SEBI.
5 Availability of Issue opening date till Final offer document available
application forms issue closure date. on websites of stock
exchanges, lead manager,
issuer and SEBI.
6 Total demand in the Issue closure date. Updated on websites of stock
issue exchanges .
Sr.
No Timeline for which Information where
. Activity activity takes place available/ Remarks
7 Commencement of On or before six Final Offer Document
trading working days from available on websites of stock
Issue closure date. exchanges, lead manager,
issuer and SEBI
8 Unblocking ASBA Within five working In case of delay the issuer
Accounts days. shall pay 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:
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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.
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.
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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
(Blo(chktintgp/s U:/nsbcloorceksin.gg orevl.ainte)d grievances) (UPI Bid related grievances)
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
No calendar
. days
1 Investor grievance received by the lead manager T
2 Lead Manager to the offer to identify the concerned T+1
intermediary and it 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 T+21
senior officer of the lead manager of rank of Vice President or
above
4 The concerned intermediary/ies to respond to the lead X
manager with an acceptable reply
Page 156 of 196
Sr. Activity No. of
No calendar
. days
5 Lead manager, the concerned intermediary/ies and the Between T
investor shall exchange between themselves additional and X
information related to the 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.
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.
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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.
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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 Information
No Activity which activity where available/
. takes place Remarks
Company to make intimation to the
stock exchange(s) at least two Two days prior to
1 business days prior to the passing of the board Stock exchange
the Board resolution in relation to the resolution.
Issue.
Board resolution for approving the
issuance (shareholder's approval is
not required for private placement of
2 Within 30 minutes Stock exchange
debt if the issuance is within the
borrowing limits under Section
180(1)(c) of the Companies Act).
Investor needs to do register on the At least two days
3 Stock exchange
EBP platform. before the
Page 159 of 196
scheduled 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 from uploading Two days before
4 of information memorandum, the scheduled Stock exchange
mapping of investors/ arrangers, date of bidding.
bidding, pay-ins, allocation will
happen through the EBP
mechanism.
Issue should
Issue opens and closes remain open for
5 Stock exchange
minimum one
hour.
To conduct committee/ board
Within one hour of
meeting to identify the investors and
6 the closure of -
issue the private placement offer
bidding
letter to the identified investors.
Sr. Timeline for Information
No Activity which activity where available/
. takes place Remarks
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
latest within four
8 obtaining trading approval from the Stock exchange
working days of
stock exchange(s).
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.
Page 160 of 196
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.
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.
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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)
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 T+10
acceptable reply
3 The Issuer and/or the RTA and the investor shall exchange Between T
between themselves additional information related to the and T+10
grievance, wherever required
4 In case any further coordination / information is required by Up to T+20
Issuer / RTA, 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.
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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.
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.
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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 Pendin Received Resolve Total Pending Average
No from g as at during d during Pending complaint Resolutio
. the end particula particula during s > 1 n time^
of last r month r month* particula month (in days)
month r month #
1 Directly
from
Investors
2 SEBI
(SCORES
)
3 Stock
exchange
s
(if
relevant)
4 Other
Sources (if
any)
5 Grand
Total
Trend of monthly disposal of complaints for the financial year:
Sr. Month Carried Received Resolved Pending at the
No. forward from during during end of
previous particular particular particular
month 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.
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Trend of annual (financial year) disposal of complaints (for 3 years on rolling
basis):
Sr. Year Carried Received Resolved Pending at the
No. forward from during during end of
previous year particular year particular year particular year
1 2019-20
2 2020-21
3 2021-22
Grand total
Page 165 of 196
Chapter XX - Bank account details for payment of fees49
[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
Applicable to the Stock Exchanges
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
Applicable to the issuers
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:50
*The aforesaid remittance mechanism came into effect from October 1, 2021
49Letters 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; and SEBI Circular No.
SEBI/HO/DDHS/DDHS_Div1/P/CIR/2022/0000000152 dated November 10, 2022;
50 Modified vide SEBI/HO/DDHS/DDHS_Div1/P/CIR/2022/0000000152 dated November 10, 2022. Prior
to the amendment, the clause read as under:
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Sl. No. Particulars Remarks
1 Date of remittance
Fees amount
Amount remitted (break-up of fee and GST thereof)
2 GST@18%
(Amount in INR)
Total amount paid
3 Remitter account number
4 Name of the Origin Bank
5 Remitter IFSC code
6 UTR No./ Transaction Reference No.
7 Payment product code (NEFT, RTGS, etc.)
8 Registered name of remitter
9 Registered office address of remitter including State/ UT
10 Email address
Complete address from where the money is being remitted
11
including State/ UT
12 GST Registration Number of Remitter
13 Purpose for which remittance is made
c. Not to transfer or pay the fees though any other means/ mode which would create
reconciliation issues and hence, delay the processing.
“Provide the remittance particulars by email at od-ddhs@sebi.gov.in, immediately after the remittance is made, in
the following format:
Name of the Date of Amount Name of the UTR/ Transaction Purpose for which
Remitter Remittance Remitted Origin Bank Ref No. remittance is made
Page 167 of 196
Chapter XXI - Registration and regulatory framework for Online Bond
Platform Providers (OBPPs)51
[See Regulation 51A of the SEBI NCS Regulations, 2021]
1. During the past few years, there has been an increase in the number of Online Bond
Platforms (OBPs), offering debt securities (obtained through subscriptions to public
issues/ private placements and through secondary market), to non-institutional
investors. Most of such OBPs are fintech companies or are backed by Stock brokers/
SEBI registered intermediaries. There has been a significant increase in the number of
registered users who have transacted through such OBPs.
2. While OBPs provide an avenue for investors, particularly non-institutional investors to
access the bond market, their operations were outside SEBI’s regulatory purview.
3. With the bond market offering tremendous scope for development, particularly in the
non-institutional space, there is a need to place checks and balances in the form of
transparency in operations and disclosures to the investors dealing with such OBPs,
measures for mitigation of payment and settlement risk, availability of redress
mechanism in case of complaints, etc.
4. Thus, in order to streamline the operations of these OBPs and to facilitate the
participation of investors in the bond market, there was a need to provide a regulatory
framework for the working of such OBPs.
5. Pursuant to discussions with market participants and stakeholders, vide notification
dated November 09, 2022, a framework has been prescribed for entities operating/
desirous of operating as OBPPs under regulation 51A of the SEBI NCS Regulations,
2021:
5.1. Such entity shall be a company incorporated in India and register itself as a stock
broker in the debt segment of the Stock Exchange(s);
5.2. 52An entity acting as an Online Bond Platform Provider on or prior to November 14,
2022, shall divest itself of offerings of products or services or securities on its Online
Bond Platform or any other website/ platform other than the following:
51 SEBI/HO/DDHS/DDHS-RACPOD1/P/CIR/2022/154 dated November 14, 2022 and modified vide
SEBI/HO/DDHS/POD1/P/CIR/2023/092 dated June 16, 2023;
52 Prior to modification vide SEBI/HO/DDHS/POD1/P/CIR/2023/092 dated June 16, 2023, clause 5.2 read as under:
“An entity acting as an OBPP on or prior to this circular coming into force, shall cease to offer products or services
or securities on its OBP other than the following:
5.2.1. Listed debt securities and
5.2.2. Debt securities proposed to be listed through a public offering.
Such OBPP shall divest itself of offerings of other products or services or securities.”
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5.2.1. Listed debt securities, listed municipal debt securities and listed securitised
debt instruments;
5.2.2. Debt securities, municipal debt securities and securitised debt instruments
proposed to be listed through a public offering;
5.2.3. Listed Government Securities, State Development Loans and Treasury Bills;
and
5.2.4. Listed Sovereign Gold Bonds.”
5.3. Restriction of products offered on an Online Bond Platform:
5.3.1. While a few Online Bond Platform Providers have commenced operations,
the following are observed:
(a) Certain Online Bond Platform Providers continue to offer products
other than listed debt securities and debt securities proposed to be
listed through a public offering on their Online Bond platform;
(b) Certain Online Bond Platform Providers are offering unlisted bonds/
other products on a separate platform/ website and have not divested
of such offerings in terms of clause 5.2 of the OBP circular; and
(c) Certain Online Bond Platform Providers have a link on the online bond
platform/ website to another platform/ website for transacting in
unlisted bonds/ other products.
5.3.2. The aforesaid practices are not as per the mandate provided in the NCS
Regulations and the OBP circular.
5.3.3. It is reiterated that an entity acting as an Online Bond Platform Provider
shall cease to offer on its Online Bond Platform or any other platform/
website, products or services not permitted under the clause 5.2 of this
Chapter.
5.3.4. It is also reiterated that an entity acting as an Online Bond Platform Provider
shall divest itself of offerings of other products/ securities or services.
5.3.5. A holding company, subsidiary or associate of an Online Bond Platform
Provider or any third party shall not utilize the name/ brand name/ any name
resembling to that of the Online Bond Platform Provider or the Online Bond
Platform for undertaking any activity or offering products/ securities or
services (including offering of unlisted securities) that are not regulated by
a financial sector regulator viz. SEBI, RBI, IRDAI, or PFRDA.
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5.3.6. An Online Bond Platform Provider shall not have on its Online Bond
Platform or any other platform/ website, any link or tab to websites/
platforms of its holding company, subsidiary or associate, undertaking any
activity or offering products/ securities or services (including offering of
unlisted securities) that are not regulated by a financial sector regulator viz.
SEBI, RBI, IRDAI, or PFRDA.
5.3.7. If the online bond platform or any other platform/ website of the Online Bond
Platform Provider has any link/ tab to websites/ platforms of its holding
company, subsidiary or associate, undertaking any activity or offering
products/ securities or services that are regulated by other financial sector
regulators viz. RBI, IRDAI, or PFRDA, then once a user clicks on such tab/
link, the following disclaimer shall be displayed in legible font:
“<Name of the product> is regulated by <RBI/ IRDAI/ PFRDA>”
5.3.8. A holding company, subsidiary or associate of an Online Bond Platform
Provider undertaking any activity or offering products/ securities or services
(including offering of unlisted securities) that are not regulated by any
financial sector regulator viz. SEBI, RBI, IRDAI, or PFRDA, shall neither
have access to or receive any information about a user of the Online Bond
Platform nor cross-sell products/ securities or services to a user of the
Online Bond Platform.
5.4. Such entities, in addition to complying with regulation 51A of the SEBI NCS
Regulations, 2021, shall ensure compliance with the requirements specified in
Annex - XXIA to this circular.
6. An OBPP who fails to comply with any of the provisions of this circular, shall be liable
for action under the SEBI Act and any rules, regulations and circulars issued
thereunder.
7. The Stock Exchange(s) are directed to:
7.1. bring the provisions of this circular to the notice of the Stock Brokers and also
disseminate the same on their websites; and
7.2. monitor the operations carried out by an OBPPs.
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Annex - XXI – A
Any entity operating or desirous of operating an Online Bond Platform (OBP)
(hereinafter referred to as the ‘entity’) shall, after obtaining registration as a stock
broker in the debt segment of Stock Exchange(s), apply to a recognized stock
exchange to act as an Online Bond Platform Provider (OBPP) as specified under NCS
Regulations. In its application, the entity shall ensure that the following requirements
are met and confirmations/ undertakings are provided:
1. Roles and obligations:
1.1. The entity has appointed a Company Secretary as a compliance officer.
1.2. The entity has appointed at least two qualified key managerial personnel with
experience of at least three years in the securities market;
Explanation I. – For the purposes of this circular, “Key managerial personnel”
shall have the same meaning as assigned to it in the Companies Act, 2013.
Explanation II. – For the purposes of this circular, a person shall said to be
’qualified’ if he/ she possesses a professional qualification in finance,
accountancy, law, engineering, company secretaryship or management from a
university or an institution recognized by the Central Government or any State
Government or a foreign university or post-graduation in the Securities Market
from National Institute of Securities Markets (NISM) of a duration not less than
one year.
1.3. The entity has obtained a SEBI Complaints Redress System (SCORES)
authentication and has put in place a well-defined mechanism to address
grievances that may arise or likely arise while carrying out OBP operations.
2. Technology: The entity undertakes/ confirms the following:
2.1. The entity owns, operates and maintains robust technology infrastructure with a
high degree of reliability, availability, scalability and security in respect of its
systems, data and network, appropriate to support its operations and manage
the associated risks.
2.2. The entity has adequate and suitable systems in place to disseminate
information pertaining to transactions on a real-time or a near real-time basis.
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2.3. The entity has the organizational capabilities, technology and systems and
safeguards for maintaining data privacy and preventing unauthorized sharing
of data.
2.4. The entity shall ensure open access and open architecture to all potential
investors/ sellers on a non-discriminatory and uniform basis.
3. Operating Framework: The entity undertakes/ confirms the following:
3.1. Access and participation: It shall:
3.1.1. have an objective, fair and transparent criteria for registration of users or
investors or sellers on its OBP;
3.1.2. undertake due diligence at the time of registration of users/ investors/
sellers on its OBP;
3.1.3. establish necessary systems and frame suitable policies, in writing, for
registration of users/ investors/ sellers on the OBP, execution of
transactions and orders, roles and responsibilities of investors and sellers,
risk management and control, liability framework for OBP, investors and
sellers in case of breach of the policies, restrictions or other requirements
that may apply for accessing the OBP;
3.1.4. ensure data governance by making information available regarding, but
not limited to Price, yield, face value, quantity, coupon, date of maturity,
put/call option, copies of the prospectus/ offer documents or any other
related literature or such other information, to its investors and sellers in a
fair and non-discriminatory basis;
3.1.5. ensure data integrity and privacy.
3.2. Agreement with sellers of products or services or securities as specified
in clause 5.2 of this Chapter: Where the entity allows third party sellers of debt
securities to use the OBP to sell such securities, the entity shall, before taking
up an assignment of offering of such securities on its OBP, enter into an
agreement in writing with such sellers that clearly defines the inter-se
relationship and sets out their mutual rights, liabilities and obligations relating to
such assignments.
3.3. Know Your Client (KYC) for on-boarding investors and sellers: The entity
shall comply with Know Your Client (KYC) requirements and verify the identity
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of its investors and sellers by requiring them to submit necessary documents
undertaking necessary steps for this purpose.
3.4. Execution of orders: The entity shall ensure that:
3.4.1. All Orders placed on an Online Bond Platform with respect to securities,
as specified in clause 5.2.1 of this circular shall be mandatorily routed
through the RFQ platform of a recognised Stock Exchange and settled
through the respective Clearing Corporation.
3.4.2. All Orders with respect to securities as specified in clauses 5.2.2 of this
circular shall be routed and settled through a Stock Exchange mechanism.
3.4.3. All Orders with respect to securities as specified in clauses 5.2.3 and 5.2.4
of this circular shall be routed and settled through a Stock Exchange
mechanism, unless otherwise specified by RBI..
3.5. Risk Profiling: The entity may, on its OBP, evaluate through a set of
questionnaires with appropriate risk factors and disclaimers, the optimum level of
investment risk an investor or seller is willing to take, taking into account multiple
factors such as risk appetite, age, investment horizon, etc.
3.6. Issue of order receipt, deal sheet and quote receipt:
3.6.1. Order receipt to investor on placement of order: The entity shall, on
placement of an order by an investor, shall issue without delay to the
investor, an electronic order receipt which shall, inter-alia, include date
and time of order, details of counter-parties involved, quantity and
amount proposed to be transacted, etc.
3.6.2. Deal Sheet to investor post execution of the order: The entity shall, upon
execution of the order, forthwith issue a deal sheet to the investor for all
transactions, stating all the relevant information regarding the transaction
which shall inter-alia include date and time of placing of the order, date
and time of settlement of the order, details of counter-parties involved,
quantity and amount transacted, as may be applicable.
3.6.3. Quote receipt to seller post execution of the order: The entity, post
execution of order, in case of third party sale of debt securities on the
OBP, shall issue without delay to the seller, a quote receipt which shall,
inter-alia, include date and time of quote, details of counter-parties
involved, quantity and amount quoted, etc.
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3.7. Issuance of alerts to investors and sellers: The entity shall ensure that
investors and sellers are also regularly updated on the status of transactions
electronically through SMS, email etc.
4. Minimum Disclosure Requirements: The entity shall ensure compliance with the
minimum disclosure requirements as specified in Annex - XXIB.
5. Advertisements: The entity undertakes to ensure that its advertisements shall be
in conformity with the Advertisement Code as specified in Annex - XXIC.
6. Investor grievance redress mechanism: The mechanism for the redress of the
investor grievances shall be as specified in Chapter VII on “Investor Grievance
Redressal” of Master Circular for Stock Brokers bearing no.
SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2023/71 dated May 17, 2023 and as
amended from time to time
7. Risk Management: The entity undertakes to ensure that:
7.1. It has a comprehensive risk management framework covering all aspects of
its operations and shall ensure that risks associated with its operations are
identified properly and managed prudently.
7.2. It shall have a mechanism to:
7.2.1. ensure access control for its investors and sellers and prevent
unauthorised access to the OBP;
7.2.2. prevent unfair access and avoid all actual, potential or perceived
conflicts of interest;’
7.2.3. ensure that all transactions on the OBP, without exception, are dealt within
a fair, non-discriminatory, non-discretionary and orderly manner; and
7.2.4. prevent transactions that are not in compliance with the prevailing
legal or regulatory requirements.
7.3. It shall, establish appropriate controls to reduce the likelihood of erroneous
transactions such as fat-finger errors, unintended or uncontrolled trading activity
by investors and sellers.
8. Handling exigencies: The entity undertakes to establish appropriate safeguards
and procedures to deal with exigencies like suspension or cessation of trading in
products or services or securities as specified in clause 5.2 of this Chapter,
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cancellation of orders or transactions by the investors and sellers, malfunctions or
erroneous use of its systems by investors and sellers, or other unforeseen
situations.
9. Disclosure of conflict of interest: The entity undertakes to identify and disclose
on its OBP, all instances of conflict of interest, if any, arising from its transactions
or dealings with related parties.
10. Data integrity - Preservation, access and use of data: The entity undertakes to:
10.1. maintain all data relating to its activities in an easily retrievable media.
10.2. maintain confidentiality and security of all data relating to its activities and
strictly control access to such data.
11. Reporting and disclosure requirements:
11.1. The entity shall, in addition to the information required to be submitted
under various SEBI regulations, submit such information as may be required by
the Stock Exchange(s) in relation to their operations.
11.2. The Stock Exchange(s) may require OBPPs to disclose information/ reports
periodically including the following: -
11.2.1. particulars regarding the transactions executed on the OBP;
11.2.2. particulars regarding the products or services or securities as specified
in clause 5.2 of this Chapter, offered on the OBP;
11.2.3. any change in the information or particulars previously furnished, which
have a bearing on their activities as an OBPP;
11.3. An OBPP shall keep the Stock Exchange(s) informed of events resulting
in disruption of activities or market abuse without undue delay.
11.4. Stock Exchanges shall ensure periodic monitoring of the OBPPs regarding
the compliance with the requirements mentioned in this circular and also bring
to the notice of SEBI, any instances of non-compliance.
Page 175 of 196
Annex – XXIB
Minimum Disclosure Requirements (as applicable) for each security offered on
the Online Bond Platform:
1. Name of the Issuer, Security Name and ISIN
2. Nature of instrument: Listed Secured/ Listed unsecured
3. Seniority: Senior/ non-senior
4. Original Mode of Issue and date of issue: Public issue/ Private Placement
5. Rating of the Instrument – Outstanding Rating; date of rating; Rating agency; latest
6. Rating rationale (pdf available for download)
7. Face Value, Clean price and Dirty price
8. Coupon: fixed/ floating, Rate /value, Frequency
9. Date of maturity/ Tenor
10. Name of Debenture trustee
11. Yield: Current yield and yield to maturity; calculation of such yields
12. Offer documents - Prospectus / Private Placement Memorandum (pdf available
for download)
13. Any other documents as may be specified by SEBI from time to time.
Page 176 of 196
Annex - XXIC
Advertisement Code for OBPPs:
1. Advertisements shall be accurate, true, fair, clear, complete, unambiguous and
concise.
2. Advertisements shall not contain statements which are false, misleading, biased or
deceptive, or any statements based on assumption or projections and shall not
contain any testimonials or any ranking, based on any criteria.
3. Advertisements shall not be so designed as likely to be misunderstood or likely to
disguise the significance of any statement.
4. Advertisements shall not contain statements which directly or indirectly may induce/
mislead the investor.
5. Advertisements shall not carry any slogan that is exaggerated or unwarranted or
inconsistent with or unrelated to the nature and risk and return profile of the product
being advertised.
6. No celebrities shall form part of the advertisement.
7. Advertisements shall not be so framed as to exploit the lack of experience or
knowledge of the investors.
8. The language used in the advertisements shall be simple and shall not use technical
or legal terminology or complex language or excessive details, which may confuse
the investors.
9. No advertisement shall directly or indirectly discredit other advertisements or make
unfair comparisons.
10. All advertisements shall be accompanied by a standard warning in legible font stating
“Investments in debt securities are subject to risks. Read all the offer related
documents carefully”. No addition or deletion of words shall be made to the standard
warning.
Page 177 of 196
11. Any advertisements in regional language(s) shall contain the standard warning in
such regional language.
12. In audio-visual media based advertisements, the standard warning in visual and
accompanying voice over reiteration shall be audible in a clear and understandable
manner.
Page 178 of 196
Chapter XXII - Request for Quote (RFQ) platform for trade execution and
settlement of trades in listed Non-convertible Securities, Securitised Debt
Instruments, Municipal Debt Securities and Commercial Paper53
1. The framework for a dedicated debt segment was introduced by SEBI vide circular no.
CIR/MRD/DP/03/2013 dated January 2013, permitting the stock exchanges to offer
electronic, screen based trading providing for order matching, request for quote,
negotiated trades, etc.
2. In February 2020, pursuant to approvals from SEBI, both National Stock Exchange of
India Limited and BSE Limited launched RFQ platforms, as an extension of their
existing trade execution and settlement platforms, to bring in transparency in “Over
the Counter” deals which were negotiated bilaterally. RFQ is an electronic platform to
enable sophisticated, multi-lateral negotiations to take place on a centralized online
trading platform with straight-through-processing of clearing and settlement to
complete a trade.
3. Basic features of the RFQ platform:
3.1. The RFQ platform is a system or interface for inviting and/ or giving quotes on an
electronic platform.
3.2. A participant who seeks quote(s) is termed as an Initiator and a participant who
acts/ responds to the quote requests of the Initiator is termed as a Responder.
3.3. A participant may request other participants for a quote for eligible securities.
3.4. The Initiator has the option to place quote(s) by disclosing its name or
anonymously.
3.5. The quote can be placed to an identified counterparty (i.e. ‘One to One’ (OTO)
mode) or to all the participants (i.e. ‘One to Many’ (OTM) mode).
3.6. The platform provides the participants a range of options to seek a quote and to
respond to a quote, while keeping an audit trail of all interactions i.e. quoted yield,
mutually agreed price, deal terms etc.
53 SEBI/HO/DDHS/DDHS_Div1/P/CIR/2022/142 dated October 19, 2022;
Page 179 of 196
3.7. The quotes will be bilaterally negotiated between the counterparties, based on
specified parameters. The acceptance of a quote by a participant will be
considered as mutual agreement between the parties for the given deal.
4. The following securities are eligible for being traded on the RFQ platform:
4.1. Non-convertible securities;
4.2. Securitised Debt Instruments;
4.3. Municipal Debt Securities;
4.4. Commercial Paper;
4.5. Certificate of Deposit;
4.6. Government Securities;
4.7. State development Loans;
4.8. Treasury Bills; and
4.9. Any other instrument, as may be specified by Stock Exchanges in consultation
with SEBI.
5. In February 2020, the RFQ platform was introduced as a ‘participant-based’ model
wherein all regulated entities, listed bodies corporate, institutional investors and all
India financial institutions were eligible to register, access and transact. To enhance
liquidity on the RFQ platforms of the stock exchanges, SEBI has, inter alia,
mandated54 registered Mutual Funds and Portfolio Management Services, to
undertake a specified percentage of their total secondary market trades in Corporate
Bonds through RFQ platform of stock exchanges. IRDAI has also prescribed similar
stipulations for Insurers.
6. SEBI has been receiving representations from market participants to permit stock
brokers to place bids on behalf of their clients to facilitate wider market participation in
the corporate bond market. After consideration and deliberations, it has been decided
to allow stock brokers registered under the debt segment of the Stock Exchange(s) to
place/ seek bids on the RFQ platform on behalf of client(s), in addition to the existing
option of placing bids in a proprietary capacity.
54SEBI/HO/IMD/IMD-II DOF3/P/CIR/2021/641 dated October 6, 2021 and SEBI/HO/IMD/IMD-I/DOF1/P/CIR/2021/678
dated December 9, 2021, as amended from time to time.
Page 180 of 196
7. The Stock Exchanges and Clearing Corporations are directed to bring the provisions
of this chapter to the notice of the Stock Brokers and also disseminate the same on
their websites;
8. Mode of Settlement55:
Presently, Stock Exchanges are using Real-Time Gross Settlement (RTGS) channel
as a mode of settlement for trades executed on the RFQ platform with respect to listed
corporate bonds, commercial paper, and securitised debt instruments. Additionally,
payment mechanisms provided by banks/ payment aggregators authorised by Reserve
Bank of India, from time to time, may be used for settlement of trades executed on the
RFQ platform.
55 SEBI/HO/DDHS/DDHS-RACPOD1/P/CIR/2023/9 dated January 9, 2023;
Page 181 of 196
Chapter XXIII – Nominee Directors 56
[See Regulation 23(6) of the SEBI NCS Regulations, 2021]
1. Regulation 23(6) read along with Regulation 2(1)(r) of SEBI NCS Regulations,
2021, requires the Articles of Association (“AoA”) of an issuer that is a company
to include provisions with respect to the requirement for the board of directors to
appoint such person nominated by the debenture trustee in terms of clause(e) of
sub-regulation(1) of regulation 15 of the Securities and Exchange Board of India
(Debenture Trustees) Regulations, 1993. The regulation also provides a time
period up to September 30, 2023 for existing debt listed issuers to amend their
AoA.
In relation to the InvITs and REITs registered with SEBI, it is clarified that the
aforesaid requirement shall be provided in the Articles of Association of
Investment Managers / Managers of such InvITs / REITs57.
2. Issuers other than those mentioned in para 1 above shall submit an undertaking
to their Debenture Trustees that in case of events as mentioned in Regulation
15(1)(e) of SEBI (Debenture Trustees) Regulations, 1993, a non-executive /
independent director / trustee / member of its governing body shall be designated
as nominee director for the purposes of Regulation 23(6) of SEBI NCS
Regulations, 2021, in consultation with the Debenture Trustee, or, in case of
multiple Debenture Trustees, in consultation with all the Debenture Trustees.
3. The representations were received from certain first time issuers, requesting to
provide a time line to amend their AoA to ensure compliance with the Regulation
23(6) of the SEBI NCS Regulations, 2021, since it requires formalities like
approval from shareholders and conducting board and general meetings. In view
of the above, Stock Exchanges are advised to take an undertaking from first-
time issuers that they will ensure that their AoA are amended within a period of
six months from the date of the listing of the debt securities. This undertaking
may be obtained at the time of granting the in-principle approval. The issuer
shall, within such time, comply and report compliance to Stock Exchanges, which
shall periodically monitor/ remind such issuers on doing the needful.
56 SEBI/HO/DDHS/DDHS-RACPOD1/CIR/P/2023/028 dated February 9, 2023 and
SEBI/HO/DDHS/POD1/P/CIR/2023/112 dated July 4, 2023;
57 Inserted on July 07, 2023
Page 182 of 196
Chapter XXIV – Contribution by eligible Issuers of debt securities to the
Settlement Guarantee Fund of the Limited Purpose Clearing Corporation for repo
transactions in debt securities 58
1. A well-functioning repo market contributes to the development of the debt
securities market, inter alia, by way of boosting the liquidity of the underlying debt
securities and providing a facility to market participants to monetize their debt
holdings without selling the underlying, thus meeting their temporary need for
funds. The development of an active repo market in debt securities may also be
beneficial to the Issuers as the enhanced liquidity may positively impact the yield,
thereby resulting in reduced costs of raising funds to the issuers in the primary
market.
2. The SEBI Board in its meeting held on September 29, 2020 permitted the setting
up a Limited Purpose Clearing Corporation (LPCC) for clearing and settling repo
transactions in debt securities. The Board, inter alia, also decided that an amount
of 0.5 basis points of the issuance value of debt securities per annum be
collected upfront prior to the listing of such securities in order to build the
Settlement Guarantee Fund of the LPCC.
3. In this regard, AMC Repo Clearing Limited (ARCL) has been granted recognition
as LPCC by SEBI. The Reserve Bank of India also accorded necessary
approvals to ARCL to function as a Clearing Corporation with a limited purpose
and to offer central counter party services for repo transactions in debt securities.
4. It has been decided to put in place, the following framework for upfront collection
of amounts as charges from eligible issuers at the time of allotment of debt
securities:
4.1. The eligible issuers shall be notified by the LPCC as per its risk
management policy.
4.2. An amount of 0.5 basis points of the issuance value of debt securities per
annum based on the maturity of debt securities shall be collected by the
Stock Exchanges and placed in an escrow account prior to the allotment of
58 SEBI/HO/DDHS/DDHS-RACPOD1/CIR/P/2023/56 dated April 13, 2023;
Page 183 of 196
4.3. the debt securities. This amount is applicable on a public issue or private
placement of debt securities under the SEBI NCS Regulations, 2021.
4.4. Stock Exchanges shall transfer the amounts so collected to the bank
account of the LPCC within one working day of the receipt of the amount
and inform the details of the same to the LPCC.
4.5. The details of the amounts so collected shall also be disclosed by the Stock
Exchanges on their websites.
4.6. The above mentioned charges shall be collected on the basis of Actual/
Actual. The LPCC shall provide an illustration of the calculation of the
amounts to be contributed by the eligible issuers.
5. The provisions of this circular came into force for the offer documents filed on or
after May 01, 2023, for private placement/ public issues of debt securities by
such eligible issuers as specified by the LPCC. As mentioned earlier, the LPCC
shall issue a circular accordingly to operationalise the same.
Page 184 of 196
Chapter XV – Introduction of Legal Entity Identifier (LEI) for issuers who have
listed and/ or propose to list non-convertible securities, securitised debt
instruments and security receipts 59
1. LEI is a unique global identifier for legal entities participating in financial transactions.
LEI is designed to create a global reference data system that uniquely identifies every
legal entity, in any jurisdiction, that is party to a financial transaction. It is a unique 20-
character code to identify legally distinct entities that engage in financial transactions.
Presently, RBI directions, inter alia, mandate non-individual borrowers having
aggregate exposure of above Rs. 25 crores, to obtain LEI code.
2. In view of the above, issuers having outstanding listed non-convertible securities as
on August 31, 2023, shall report/ obtain and report the LEI code in the Centralized
Database of corporate bonds, on or before September 1, 2023. Similarly, issuers
having outstanding listed securitised debt instruments and security receipts as on
August 31, 2023, shall report/ obtain and report the LEI code to the Depository(ies),
on or before September 1, 2023.
3. Further, issuers proposing to issue and list non-convertible securities, on or after
September 01, 2023, shall report their LEI code in the Centralized Database of
corporate bonds at the time of allotment of the ISIN. Similarly, issuers proposing to
issue and list securitised debt instruments and security receipts, on or after
September 01, 2023, shall report their LEI code to the Depositories at the time of
allotment of the ISIN. The requirements are tabulated below:
Category Relevant Applicability Timeline
of security Regulation
Non- SEBI (Issue and Issuer proposing to issue and On or after
convertible listing of list non-convertible security September 1, 2023
Securities Nonconvertible Issuer having outstanding On or before
Securities) listed non-convertible September 1, 2023
Regulations, 2021 security as on August 31,
2023
Securitised SEBI (Issue and Issuer proposing to issue and On or after
Debt Listing of list Securitised Debt September 1, 2023
Instruments Securitised Debt Instruments or Security
Receipts
59 SEBI/HO/DDHS/DDHS_Div1/P/CIR/2023/64 dated May 03, 2023;
Page 185 of 196
and Instruments and Issuer having outstanding On or before
Security Security Receipts) listed Securitised Debt September 1, 2023
Receipts Regulations, 2008 Instruments and Security
Receipts as on August 31,
2023
4. The requirement of LEI for issuers proposing to list/ having outstanding municipal debt
securities shall be specified later.
5. Entities can obtain the LEI code from any of the Local Operating Units (LOUs)
accredited by the Global Legal Entity Identifier Foundation (GLEIF). In India, the LEI
code may be obtained from Legal Entity Identifier India Ltd (LEIIL), a subsidiary of the
Clearing Corporation of India Limited (CCIL), which has been recognised by the
Reserve Bank of India as issuer of LEI under the Payment and Settlement Systems
Act, 2007 and is accredited by the GLEIF as the LOU in India for issuance and
management of LEI codes.
6. The Depositories shall:
a. map the LEI code to existing ISINs by September 30, 2023; and
b. for future issuances, map the LEI code provided by the issuers with the ISIN at
the time of activation of the ISIN.
Page 186 of 196
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
2 01-11-2002
13/2002 both the depositories
MRD/DoP/SE/Dep/Cir- Mandatory admission of debt instruments on
3 27-10-2004
36/04 both the Depositories
SEBI/CFD/DIL/BOND/1/ Corporate Bond Market – Launch of
4 12-12-2006
2006/12/12 Reporting Platform
SEBI/CBM/BOND/1/200 Corporate Bond Market – Reporting Platform
5 01-03-2007
7/01/03 to also be set up by NSE
SEBI/CBM/BOND/2/200 Corporate Bond Market – Launch of Trading
6 13-04-2007
7/13/04 Platform
Clarification on applicability of SEBI
SEBI/IMD/BOND/Cir- Regulations/ Circulars on Initial and
7 23-06-2009
2/2009 Continuous Disclosures for Convertible and
Non-Convertible Debt
Reporting of Inter-Scheme Transfers of
SEBI/IMD/DOF- Corporate Bonds by Mutual Funds on SEBI
8 31-07-2009
1/BOND/Cir-3/2009 Authorized Trade Reporting Platforms at
NSE/ BSE/ FIMMDA
Clearing and Settlement of trades in
SEBI/IMD/DOF-
9 16-10-2009 Corporate Bonds through Clearing
1/BOND/Cir-4/2009
Corporations
IMD/DOF- Revised Operating Hours for Corporate Bond
10 10-11-2009
1/Bond/v/182601/2009 Reporting Platforms
Reporting of OTC transactions in Certificates
11 30-07-2010 CIR/IMD/DF/6/2010 of 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
Public Issue of Debt Securities - Prohibition
13 26-12-2011 CIR./ IMD/DF/22/2011
on 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)
Page 187 of 196
Sl.
Date Circular reference Subject
No.
Processing of investor complaints against
CIR/IMD-DoF-
15 16-04-2012 companies applying for listing of debt
1/11/2012
securities in SEBI SCORES system
Contents of Application Form and Abridged
16 25-07-2012 CIR/IMD/DF-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
18 07-01-2014 CIR/IMD/DF/1/2014 and Clearing and Settlement of trades in
Securitised Debt Instruments through
Clearing Corporations
Circular on Reporting of OTC Trades in
19 21-03-2014 CIR/MRD/DP/10/2014 Corporate Bond on Trade Reporting Platform
of Stock Exchange
Base Issue Size, Minimum Subscription,
Retention of Over-Subscription Limit and
20 17-06-2014 CIR/IMD/DF/12/2014
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
21 15-09-2015 CIR/IMD/DF/6/2015 Securities 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
22 11-11-2016
1/122/2016 the SEBI (Issue and Listing of Debt
Securities) Regulations, 2008
Filing of Forms PAS-4 and PAS-5in case
SEBI/HO/IMD/DF1/CIR/
23 23-12-2016 of issuance of debt securities on private
P/2016/140
placement basis
Disclosure Requirements for Issuance and
24 30-05-2017 CIR/IMD/DF/51/2017
Listing of Green Debt Securities
Specifications related to International
Securities Identification Number (ISINs) for
25 30-06-2017 CIR/IMD/DF-1/67 /2017 debt securities issued under the SEBI (Issue
and Listing of Debt Securities) Regulations,
2008
SEBI/HO/DDHS/CIR/P/ Electronic book mechanism for issuance of
26 05-01-2018
2018/05 debt securities on private placement basis
Page 188 of 196
Sl.
Date Circular reference Subject
No.
Clarifications with respect to circular on
“Specifications related to International
Securities Identification Number (ISINs) for
27 28-03-2018 CIR/DDHS/P/59/2018
debt securities 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-Convertible Redeemable
28 16-08-2018 CIR/DDHS/P/121/2018 Preference Shares) 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/P/
29 16-08-2018 securities on private placement basis –
2018/122
Clarifications
SEBI/HO/DDHS/CIR/P/ Fund raising by issuance of Debt Securities
30 26-11-2018
2018/144 by Large Entities
SEBI/HO/DDHS/DDHS/
31 22-10-2019 Framework for listing of Commercial Paper
CIR/P/2019/115
SEBI/HO/DDHS/DDHS/ Framework for listing of Commercial Paper-
32 24-12-2019
CIR/P/2019/167 Amendments
Operational framework for transactions in
defaulted debt securities post maturity date/
SBI/HO/DDHS/CIR/P/1
33 23-06-2020 redemption date under provisions of SEBI
03/2020
(Issue and Listing of Debt Securities)
Regulations, 2008
Guidelines for Issue and Listing of Structured
SEBI/HO/DDHS/CIR/P/
34 13-07-2020 Products/ Market Linked Debentures-
2020/199
Amendments
Standardization of timeline for listing of
SEBI/HO/DDHS/CIR/P/
35 05-10-2020 securities issued on a private placement
2020/198
basis
Issuance, listing and trading of Perpetual
Non-Cumulative Preference Shares
SEBI/HO/DDHS/CIR/P/ (PNCPS) and Innovative Perpetual Debt
36 06-10-2020
2020/199 Instruments (IPDIs)/ Perpetual Debt
Instruments (PDIs) (commonly referred to as
Additional Tier 1 (AT 1) instruments)
Page 189 of 196
Sl.
Date Circular reference Subject
No.
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-Convertible
SEBI/HO/DDHS/CIR/P/
37 23-11-2020 Redeemable Preference Shares)
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/DDHS Centralized Database for Corporate Bonds/
38 04-06-2021
1/P/CIR/2021/572 Debentures
Publishing Investor Charter and Disclosureof
SEBI/HO/DDHS/P/CIR/
39 26-11-2021 Complaints by Merchant Bankers on their
2021/0669
Websites–Debt Market
Revision to Operational Circular for issue
and listing of Non-convertible Securities,
SEBI/HO/DDHS/P/CIR/
40 08-03-2022 Securitised Debt Instruments, Security
2022/0028
Receipts, Municipal Debt Securities and
Commercial Paper
Standardisation of industry classification -
Revision in Chapter -XIV of Operational
SEBI/HO/DDHS/P/CIR/ Circular for issue and listing of Non-
41 22-03-2022
2021/031 convertible Securities, Securitised Debt
Instruments, Security Receipts, Municipal
Debt Securities and Commercial Paper
SEBI/HO/DDHS/
Review of provisions pertaining to Electronic
42 10-10-2022 DDHS_Div1/P/CIR/202
Book Provider platform
2/00139
Request for Quote (RFQ) platform for trade
execution and settlement of trades in listed
SEBI/HO/DDHS/DDHS
43 19-10-2022 Non-Convertible Securities, Securitized Debt
_Div1/P/CIR/2022/142
Instruments, Municipal Debt Securities and
Commercial Paper.
Page 190 of 196
Sl.
Date Circular reference Subject
No.
SEBI Circular No. Reduction in denomination for debt securities
44 28-10-2022 SEBI/HO/DDHS/P/CIR/ and non-convertible redeemable preference
2022/00144 shares
Review of provisions pertaining to
specifications related to International
SEBI/HO/DDHS/DDHS
45 31-10-2022 Securities Identification Number (ISIN)for
_Div1/P/CIR/2022/147
debt securities issued on private placement
basis.
Applicability of GST on fees remitted to SEBI
- Revision in Chapter - XX of Operational
SEBI/HO/DDHS/DDHS
Circular for issue and listing of Non-
46 10-11-2022 _Div1/P/CIR/2022/0000
convertible Securities, Securitised Debt
000152
Instruments, Security Receipts, Municipal
Debt Securities and Commercial Paper
SEBI/HO/DDHS/DDHS-
Registration and regulatory framework for
47 14-11-2022 RACPOD1/P/CIR/2022/
Online Bond Platform Providers (OBPPs)
154
Reporting of trades in non-convertible
48 SEBI/HO/DDHS/DDHS securities under SEBI (Issue and Listing of
24-11-2022
_Div1/P/CIR/2022/159 Non-Convertible Securities) Regulations,
2021
SEBI/HO/DDHS/DDHS Review of timelines for listing of securities
49 30-11-2022
_Div1/P/CIR/2022/167 issued on a private placement basis
SEBI/HO/DDHS/DDHS- Mode of settlement for trades executed on
50 09-01-2023 RACPOD1/P/CIR/2023/ the Request for Quote (RFQ) platform
9
03-02-2023 SEBI/HO/DDHS/DDHS Dos and don’ts relating to green debt
- securities to avoid occurrences of
51
RACPOD1/P/CIR/2023/ greenwashing.
020
06-02-2023 Review of Chapter IX –Green Debt
Securities of the Operational Circular for
issue and listing of Non-Convertible
SEBI/HO/DDHS/DDHS- Securities (NCS), Securitized Debt
52 RACPOD1/P/CIR/2023/ Instruments (SDI), Security Receipts (SR),
023 Municipal Debt Securities and Commercial
Paper(CP) date August 10, 2021 (hereinafter
referred to as the ‘NCS Operational
Circular’), as amended from time to time.
Page 191 of 196
Sl.
Date Circular reference Subject
No.
07-02-2023 Grant of extension of time to entities
operating/desirous of operating as Online
SEBI/HO/DDHS/DDHS- Bond Platform Providers (OBPPs) for
53 RACPOD1/P/CIR/2023/ making an application to obtain certificate of
025 registrations a stock broker under the
Securities and Exchange Board of India
(Stock Brokers) Regulations, 1992.
08-02-2023 Clarification w.r.t. issuance and listing of
perpetual debt instruments, perpetual non-
SEBI/HO/DDHS/DDHS-
cumulative preference shares and similar
54 RACPOD1/P/CIR/2023/
instruments under Chapter V of the SEBI
027
(Issue and Listing of Non-Convertible
Securities) Regulations, 2021.
09-02-2023 Clarification in respect of the compliance by
SEBI/HO/DDHS/DDHS
the first-time issuers of debt securities under
-
55 SEBI (Issue and Listing of Non-Convertible
RACPOD1/P/CIR/2023/
Securities) Regulations, 2021 with
028
Regulation 23(6)
13-04-2023 Contribution by eligible Issuers of debt
SEBI/HO/DDHS/DDHS-
securities to the Settlement Guarantee Fund
56 RACPOD1/CIR/P/2023/
of the Limited Purpose Clearing Corporation
56
for repo transactions in debt securities.
03-05-2023 Introduction of Legal Entity Identifier (LEI) for
SEBI/HO/DDHS/DDHS Issuers who have listed and/ or propose to
57
_Div1/P/CIR/2023/64 list non-convertible securities, securitised
debt instruments and security receipts.
04-05-2023 SEBI/HO/DDHS/DDHS Additional requirements for the issuers of
58
_Div1/P/CIR/2023/66 transition bonds.
16-06-2023 Adherence to provisions of regulation 51A of
SEBI (Issue and Listing of Non-Convertible
SEBI/HO/DDHS/POD1/
59 Securities) Regulations,2021 by Online Bond
P/CIR/2023/092
Platform Providers on product offerings on
Online Bond Platforms.
04-07-2023 SEBI/HO/DDHS/POD1/ Appointment of Director nominated by the
60
P/CIR/2023/112 Debenture Trustee on boards of issuers
Page 192 of 196
Specific provisions repealed:
Sl. No. Date Circular reference Subject
Clauses 4(a)(i) and (ii) of Enhanced disclosure in
1 27-05-2019 SEBI/HO/MIRSD/ case of listed debt
DOS3/CIR/P/2019/68 securities
Page 193 of 196
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
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Acronym Full form
IBC Insolvency and Bankruptcy Code
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
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Acronym Full form
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
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
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