SEBI, in its ongoing commitment to regulatory transparency and investor protection, issues directives and guidelines to ensure compliance among issuers of non-convertible securities, securitized debt instruments, and commercial paper. The Master Circular for listing obligations and disclosure requirements for Non-convertible Securities, Securitized Debt Instruments and/ or Commercial Paper serves as a consolidated repository of these directives, providing clarity and coherence to stakeholders in the securities market.
Securities and Exchange Board of India
MASTER CIRCULAR1 No. SEBI/HO/DDHS/DDHS-PoD-1/P/CIR/2024/48 Dated: May 21, 2024
To,
Issuers who have listed Non-convertible Securities, Securitized Debt Instruments
and/ or Commercial Paper;2
All Recognised Stock Exchanges
Madam/ Sir,
Sub: Master 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. In this regard, SEBI has been issuing various circulars from time to time. In order to enable the stakeholders to have an access to all the applicable circulars/ directions at one place, the provisions of the circulars issued till May 20, 2024 are incorporated in this Master Circular.
2. This Master Circular shall come into force from the date of its issuance. The circulars mentioned at Annex-1 to this Master Circular shall stand superseded with the issuance of the Master Circular3. With respect to the directions or other guidance issued by SEBI, as specifically applicable for Non-convertible Securities, Securitized Debt Instruments and/ or Commercial Paper, the same shall continue to remain in force in addition to the provisions of any other law for the time being in force. Terms not defined in this Master Circular shall have the same meaning as provided under the relevant Regulations.
3. Notwithstanding the supersession as mentioned in Clause 2 of this Master circular4, –
3.1. anything done or any action taken or purported to have been done or taken under the rescinded circulars, prior to such rescission, shall be deemed to have been done or taken under the corresponding provisions of this Master Circular;
3.2. 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;
4. Recognized Stock Exchanges, Issuers and other stakeholders are directed to:
4.1. comply with the conditions laid down in this circular;
4.2. bring the provisions of this circular to the notice of listed entities/ issuers of listed Non-Convertible Securities, Securitized debt instruments, and/ or Commercial Paper;
4.3. disseminate the provisions of the circular on their website;
4.4. put in place necessary systems and infrastructure for implementation of this circular;
4.5. monitor compliance with the provisions of the circular;
4.6. make consequential changes, if any, to their respective bye-laws; and
4.7. communicate and create awareness amongst the stakeholders.
5. This Circular is issued in exercise of powers conferred under:
5.1. Section 11(1) and 11A(2) of Securities and Exchange Board of India Act, 1992;
5.2. Rule 19 (7) of Securities Contracts (Regulation) Rules, 1957;
5.3. Regulation 101 of the Listing Regulations.
6. This Master Circular is available on the SEBI website at www.sebi.gov.in under the category “Legal → Master Circulars”.
Yours faithfully,
Rishi Barua
Deputy General Manager
Department of Debt and Hybrid Securities
+91 – 022 2644 9673
rishib@sebi.gov.in
Notes:-
1 Earlier called as ‘Operational Circular’; renamed as ‘Master Circular’ from June 30, 2023
2 The provisions of Chapter VI of this Master Circular are applicable to all Listed Entities who have listed their equity and convertibles
3 Except circulars which were issued to ‘all listed entities’, which shall continue to apply to entities that have listed specified securities.
4 Inserted on June 30, 2023
