CIRCULAR
SEBI/HO/DDHS/DDHS-RACPOD1/P/CIR/2023/023 February 06, 2023
To,
All Issuers who have listed/ propose to list green debt securities,
Recognized Stock Exchanges,
All Registered Merchant Bankers,
All Registered Debenture Trustees,
All Registered Credit Rating Agencies
Madam/ Sir,
Sub: Review of Chapter IX – Green Debt Securities of the Operational Circular for issue
and listing of Non-Convertible Securities (NCS), Securitised Debt Instruments
(SDI), Security Receipts (SR), Municipal Debt Securities and Commercial Paper
(CP) dated August 10, 2021 (hereinafter referred to as the ‘NCS Operational
Circular’), as amended from time to time
1. Chapter IX of the SEBI Circular SEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021
(updated as on April 13, 2022) specifies the following with reference to issuers of green
debt securities:
(a) Additional disclosure requirements in the offer document;
(b) Continuous disclosure requirements in annual report and financial results; and
(c) Responsibilities of the issuer
2. In the backdrop of increasing interest in sustainable finance in India as well as around the
globe, and with a view to align the extant framework for green debt securities with the
updated Green Bond Principles (GBP) recognised by IOSCO, SEBI undertook a review of
the regulatory framework for green debt securities.
3. Accordingly, the Chapter IX of the NCS Operational Circular shall be replaced with the
following:
“
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:
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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.
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
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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:
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 I 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.
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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
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 SEBI circular SEBI/HO/DDHS/DDHS-
RACPOD1/P/CIR/2023/020 dated February 03, 2023 on “Dos and don’ts relating to
green debt securities to avoid occurrences of greenwashing”
4. The provisions of this circular shall come into force for all issues of green debt securities
launched on or after April 1, 2023.
5. The Circular is issued in exercise of the powers conferred under Section 11(1) of the
Securities and Exchange Board of India Act, 1992 read with Regulation 55 (1) of the SEBI
(Issue and Listing of Non-Convertible Securities) Regulations, 2021, to protect the interest
of investors in securities and to promote the development of, and to regulate the securities
market.
6. This Circular is available at www.sebi.gov.in under the link “LegalCirculars”.
Yours faithfully,
Pradeep Ramakrishnan
General Manager
Department of Debt and Hybrid Securities
+91-22-26449246
pradeepr@sebi.gov.in
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Annex I
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
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.
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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 (Break- Metric
up of the GHG into CO2, CH4, tonnes of
N2O, HFCs, PFCs, SF6, NF3, if CO2
available) equivalent
Total Scope 2 emissions Metric
(Break-up of the GHG into CO2, tonnes of
CH4, N2O, HFCs, PFCs, SF6, CO2
NF3, if available) equivalent
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 _____ FY ______
(Current Financial Year) (Previous Financial Year)
Total Waste generated (in metric tonnes)
Plastic waste (A)
E-waste (B)
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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, re-
using or other recovery operations (in metric tonnes)
Category of waste
(i) Recycled
(ii) Re-used
(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 approval
No. operations/offices operations / clearance are being complied with? (Y/N)
If no, the reasons thereof and corrective action
taken, if any.
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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 project Notification conducted by communicated Web link
No. independent in public
external domain
agency (Yes / (Yes / No)
No)
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. No. Specify the law / Provide Any fines / Corrective action
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)
(i) Surface water
(ii) Groundwater
(iii) Third party water
(iv) Seawater / desalinated water
(v) Others
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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.
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 emissions Metric
(Break-up of the GHG into tonnes of
CO2, CH4, N2O, HFCs, CO2
PFCs, SF6, NF3, if equivalent
available)
Total Scope 3 emissions
per rupee of turnover
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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. No Initiative undertaken Details of the initiative (Web-link, if Outcome of the
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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