Securities and Exchange Broad of India



July 13, 2020

All issuers who have listed/ intend to list their Structured Products/ Market Linked
All Registered Merchant Bankers
All Recognized Stock Exchanges
Association of Mutual Funds in India (AMFI)

Dear Sir / Madam,

Sub: Guidelines for Issue and Listing of Structured Products/ Market Linked Debentures Amendments

1. SEBI vide circular no. CIR/IMD/DF/17/2011 dated September 28, 2011 (hereinafter referred as “MLD circular”) prescribed guidelines for issue and listing of structured products/ Market linked Debentures (MLDs).

2. Para 4(f)(i) of the MLD circular, specifies that issuer of MLDs shall appoint a third party valuation agency which shall be a Credit Rating Agency (CRA) registered with SEBI for carrying out valuation of MLDs.

3. Pursuant to amendment to SEBI (Credit Rating Agencies) Regulation, 1999 on May 30, 2018, a CRA cannot carry out any activity other than rating of securities post May 30, 2020.

4. In view of the above, therefore, it has been decided that valuation of MLDs shall be carried out by an agency appointed by AMFI for the purpose of carrying out valuation (“hereinafter referred as AMFI appointed valuation agency”).

5. Accordingly, paragraph 4.f (i) of MLD circular stands modified as under:

“It shall be mandatory for the issuer to appoint a third party valuation agency which shall be an AMFI appointed valuation agency.”

6. This circular is issued in exercise of powers conferred under Section 11(1) of the Securities and Exchange Board of India Act, 1992.

7. This circular is available on SEBI website at under the categories “Legal Framework” and under the drop down “Circulars”.

Yours faithfully,

Richa G. Agarwal
Deputy General Manager
Department of Debt and Hybrid Securities
Tel No.: 022-2644 9596
Email id:

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