Securities and Exchange Board of India (SEBI) has released a consultation paper inviting public comments on a draft circular proposing mandatory periodic disclosure requirements for Securitised Debt Instruments (SDIs). This initiative aims to enhance transparency and align with recent regulatory amendments. Securitization involves pooling assets or receivables and re-packaging them into pass-through instruments, with cash flows directed to investors. In India, securitization is regulated by SEBI under the SDI Regulations, 2008, and by the Reserve Bank of India (RBI) through its Master Directions and the SARFAESI Act, 2002.
Following a working group’s review to align SEBI’s SDI Regulations with RBI’s updated directions on Securitization of Standard Assets (September 2021), SEBI amended its regulations. These amendments mandate that special purpose distinct entities and their trustees provide half-yearly information to the Board in a specified manner. The current consultation paper outlines the proposed format for these disclosures, detailed in Annexures I and II, to be submitted to SEBI and relevant stock exchanges within 21 days from the end of March or September. This move facilitates automated supervision and data processing. SEBI encourages public feedback on the draft circular, with submissions open until July 7, 2025, preferably via an online web-based form. The circular, if implemented, will derive its authority from Section 11(1) of the SEBI Act, 1992, read with Regulations 11B and 48 of the SDI Regulations, 2008, serving to protect investor interests and regulate the securities market.
Securities and Exchange Board of India
CONSULTATION PAPER
DEPARTMENT OF DEBT AND HYBRID SECURITIES
Consultation paper on draft circular mandating periodic disclosure requirements for Securitised Debt Instruments (SDIs)
Preface
SEBI- Jul 16, 2024 | Reports : Reports for Public Comments
Click here to provide your comments
1. Securitization is a process in which assets/ receivables are pooled together and then re-packaged into pass through instruments. The cash flow from these underlying assets/ receivables is passed on to the purchasers/ investors in the pass through instruments.
2. Securitization in India is regulated and governed by:
2.1. Securities and Exchange Board of India (‘SEBI’), under the provisions of SEBI (Issue and Listing of Securitized Debt Instruments and Security Receipts) Regulations, 2008 (‘SDI Regulations’) which deals with issuance, listing and trading of securitized debt instruments (‘SDIs’) and of security receipts (‘SRs’)
2.2. Reserve Bank of India (‘RBI’), under the provisions of
a. Master Direction – RBI (Securitization of Standard Assets) Directions, 2021 – for standard assets; (‘RBI SSA Directions’)
b. Securitization and Reconstruction of Financial Assets and Enforcement of security Interest Act, 2002 (‘SARFAESI Act’) – for stressed financial assets
3. SEBI had set up a working group (WG) to inter alia review and align the provisions of the SDI Regulations with RBI SSA Directions. Accordingly, SEBI notified amendments to SEBI (Issue and Listing of Securitised Debt Instruments and Security Receipts) Regulations, 2008 with a view to refresh and restate the SDI Regulations in the backdrop of the revised directions issued by the RBI in September 2021 on Securitization of Standard Assets and feedback from market participants.
4. The said amendments inter-alia state that a Special purpose distinct entity and the trustee shall furnish information to the Board on a half-yearly basis, in the manner specified by the board. The Board may specify the format of the disclosure and may specify additional instructions and disclosure requirement for facilitating automated supervision and automated processing of data related to securitised debt instrument as part of the continuous disclosure requirements.
1. OBJECTIVE:
1.1. To solicit comments/ views/ suggestions from the public on the draft circular titled “Mandating periodic disclosure requirements- Securitised Debt Instruments (SDIs)” placed at Annexure – A.
2. Public Comments
2.1. SEBI invites feedback from the public on the draft circular annexed to this Consultation Paper which contains the proposals with regards to periodic disclosure requirements for Trustee of the Special purpose distinct entity.
2.2. The comments/ suggestions should be submitted through the following mode latest by July 07, 2025 :
2.2.1. Preferably through Online web-based form
2.2.1.1. The comments may be submitted through the following link: https://www.sebi.gov.in/sebiweb/publiccommentv2/PublicCommentAction. do?doPublicComments=yes
2.3. The instructions to submit comments on the consultation paper are as under:
1. Before initiating the process, please read the instructions given on top left of the web form as “Instructions”.
2. Select the consultation paper you want to comment upon from the dropdown under the tab – “Consultation Paper” after entering the requisite information in the form.
3. All fields in the form are mandatory;
4. Email Id and phone number cannot be used more than once for providing comments on a particular consultation paper.
5. If you represent any organization other than the types mentioned under dropdown in “Organization Type”, please select “Others” and mention the type, which suits you best. Similarly, if you do not represent any organization, you may select “Others” and mention “Not Applicable” in the text box.
6. There will be a dropdown of Proposals in the form. Please select the proposals one- by-one and for each of the proposal, please record your level of agreement with the selected proposal. Please note that submission of agreement level is mandatory.
7. If you want to provide your comments for the selected proposal, please select “Yes” from the dropdown under “Do you want to comment on the proposal” and use the text boxes provided for the same.
8. After recording your response to the proposal, click on “Submit” button. System will save your response to the selected proposal and prompt you to record your response for the next proposal. Please follow this procedure for all the proposals given in the dropdown.
9. If you do not want to react on any proposal, please select that proposal from the dropdown and click on “Skip this proposal” and move to the next proposal.
10. After recording your response to all the proposals, you may see your draft response to all of proposals by clicking on “Check your response before submitting” just before submitting response to the last proposal in the dropdown. A pdf copy of the response can also be downloaded from the link given in right bottom of the web page.
11. The final comments shall be submitted only after recording your response on all of the proposals in the consultation paper
2.4. In case of any technical issue in submitting your comment regarding consultation paper on draft circular mandating periodic disclosure requirements for Securitised Debt Instruments (SDIs) through web based public comments form, you may contact the following through email with a subject: “Consultation paper on draft circular mandating periodic disclosure requirements for Securitised Debt Instruments (SDIs)”.
1. Rohit Dubey, GM (rohitd@sebi.gov.in)
2. Appin Gothwal, AGM (apping@sebi.gov.in)
Issued on: June 16, 2025
Annexure A
DRAFT CIRCULAR
SEBI/HO/DDHS/DDHS-PoD-1/P/CIR/2025/_____ _____,2025
To,
Special purpose distinct entities and their trustees;
Recognised Stock Exchanges
Madam/ Sir,
Subject: Mandating periodic disclosure requirements- Securitised Debt Instruments (SDIs)
1. Regulation 11B of Securities and Exchange Board of India (Issue and Listing of Securitised Debt Instruments and Security Receipts) Regulations, 2008 [Last amended on May 05, 2025] (hereinafter referred to as “SDI Regulations”) mandates a special purpose distinct entity and the trustee to furnish information to the Board on a half yearly basis, in the manner as may be specified by Board.
2. In this regard, the Trustee of special purpose distinct entity should submit the disclosures, as mentioned in Annexure I and Annexure II, on a half yearly basis to the Board and on the stock exchange where the SDIs are listed, within 21 days from the end of March or September. The disclosures required for SDIs backed by loan / listed debt securities / credit facility exposures are set out under Annexure I hereto and the disclosures required for SDIs backed by other exposures are set out under Annexure II hereto. Illustrations in respect of weighted average maturity of the underlying assets, weighted average rating of the pool and average default rate are provided in Annexure III.
3. The provisions of this circular shall be applicable on and from XXX, 2025.
4. 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 11B and 48 of the SEBI (Issue and Listing of Securitised Debt Instruments and Security Receipts) Regulations, 2008 to protect the interest of investors in securities and to promote the development of, and to regulate the securities market.
5. This Circular is available at sebi.gov.in under the link “Legal Circulars”. Yours faithfully,
Name
Designation
Department of Debt and Hybrid Securities
+91-022 2644 xxxx
xxxx@sebi.gov.in
