August 10, 2021
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
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, SEBI has issued multiple circulars covering procedural and operational aspects thereof. The process of merging these regulations into the SEBI NCS Regulations, 2021 also entails 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 operational circular. Accordingly, the circulars listed at Annex – 1 stand superseded by this operational circular.
3. This operational circular provides a chapter-wise framework for the issuance, listing and trading of Non-convertible Securities, Securitised Debt Instruments, Security Receipts, Municipal Debt Securities or Commercial Paper. For ease of reference, each chapter of this operational circular contains footnotes corresponding to the respective erstwhile circulars.
4. 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.
5. Recognized Stock Exchanges, Depositories, other SEBI registered intermediaries, Issuers and other stakeholders are directed to:
5.1. comply with the conditions laid down in this circular;
5.2. put in place necessary systems and infrastructure for implementation of this circular;
5.3. make consequential changes, if any, to their respective bye-laws and bidding portal; and
5.4. communicate and create awareness amongst stakeholders.
6. This Circular is issued in exercise of powers conferred under :
6.1. Section 11(1) of Securities and Exchange Board of India Act, 1992;
6.2. Regulation 55 of SEBI NCS Regulations, 2021;
6.3. Regulation 29 of SEBI ILDM Regulations 2015;
6.4. Regulations 48 of SEBI SDI Regulations, 2008.
7. This circular shall come into force with effect from August 16, 2021.
8. 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
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