Master Circular for issue and listing of Non-convertible Securities, Securitised Debt Instruments, Security Receipts, Municipal Debt Securities and Commercial Paper (Updated as on July 07, 2023) - SEBI - SEBI/HO/DDHS/PoD1/P/CIR/2023/119

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 Paper 1 ; 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 Circular 2 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. 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 Accordingly, the circulars listed at Annex - 1 of this Master Circular stand superseded by this Master Circular. 5.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 circular 3 , - 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 website 4 ; 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 applicable 5 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 [email protected] 1 Unless specified otherwise, all the chapters are applicable to an issue of Non-convertible securities; 2 Earlier called as Operational Circular ; renamed as Master Circular from July 07, 2023 3 Inserted on July 07, 2023 4 Inserted on July 07, 2023 5 Inserted on July 07, 2023 6 Phrase unless specifically mentioned otherwise in this circular inserted on July 07, 2023