Operational Circular for listing obligations and disclosure requirements for Non-convertible Securities, Securitized Debt Instruments and/ or Commercial Paper (updated as on December 01, 2022) - SEBI - SEBI/HO/DDHS/DDHS_Div1/P/CIR/2022/0000000103

OPERATIONAL CIRCULAR SEBI/HO/DDHS/DDHS_Div1/P/CIR/2022/0000000103 July 29, 2022 ( updated as on December 01, 2022 ) To, Issuers who have listed Non-convertible Securities, Securitized Debt Instruments and/ or Commercial Paper; [ The provisions of Chapter VI of this Operational Circular are applicable to all Listed Entities who have listed their equity and convertibles ] All Recognised Stock Exchanges Madam/ Sir, Sub: Operational Circular for listing obligations and disclosure requirements for Non-convertible Securities, Securitized Debt Instruments and/ or Commercial Paper 1. Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( Listing Regulations ), prescribes the continuous disclosure requirements for issuers of listed Non-convertible Securities, Securitized Debt Instruments and Commercial Paper. Multiple circulars have been issued, over the years, covering the operational and procedural aspects thereof. 2. 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 Operational Circular has been prepared. 3. This Operational Circular is a compilation of the relevant existing circulars, with consequent changes. The stipulations contained in these circulars have been detailed chapter-wise in this operational circular. For ease of reference, each chapter of this operational circular contains footnotes corresponding to the respective erstwhile circulars. Accordingly, the circulars listed at Annex - 1 stand superseded by this Operational Circular [ Except circulars which were issued to all listed entities , which shall continue to apply to entities that have listed specified securities. ]. 4. Additionally, format for submission of statement indicating the utilization of issue proceeds of listed Non-convertible Securities to the Stock Exchange(s), by the listed entities, as required under regulation 52(7) of the Listing Regulations , has been included in Chapter IV. 5. Further, Chapter XI has been included, containing format for review of rating obtained by the listed entity with respect to its non-convertible securities from Credit Rating Agency(ies) registered with SEBI, as required under regulation 55 and formats for submissions to be made by listed entity to the stock exchanges for interest/ dividend/ principal under regulations 57(1) , 57(4) and 57(5) of the Listing Regulations . 6. While this circular covers instruments under the NCS Regulations, Chapter X contains provisions applicable to issue of Securitized Debt Instruments under the SEBI (Issue and Listing of Securitized Debt Instruments and Security Receipts) Regulations, 2008 . This has been accordingly indicated in the chapter. 7. Recognized Stock Exchanges, Issuers and other stakeholders are directed to: 7.1. comply with the conditions laid down in this circular; 7.2. bring the provisions of this circular to the notice of listed entities/ issuers of listed Non-Convertible Securities, Securitised debt instruments, and/ or Commercial Paper; 7.3. disseminate the provisions of the circular on their website; 7.4. put in place necessary systems and infrastructure for implementation of this circular; 7.5. monitor compliance with the provisions of the circular; 7.6. make consequential changes, if any, to their respective bye-laws; and 7.7. communicate and create awareness amongst the stakeholders. 8. This Circular is issued in exercise of powers conferred under: 8.1. Section 11(1) and 11A(2) of Securities and Exchange Board of India Act, 1992 ; 8.2. Sections 9 and 21 of Securities Contracts (Regulation) Act, 1956 ; 8.3. Rule 19 (7) of Securities Contracts (Regulation) Rules, 1957 ; 8.4. Regulation 101 of the Listing Regulations . 9. This circular shall come into force with effect from August 1, 2022. 10. This Circular is available on SEBI website at www.sebi.gov.in under the category, Legal Circulars. Yours faithfully, Pradeep Ramakrishnan General Manager Department of Debt and Hybrid Securities +91 022 2644 9246 [email protected]