Securities and Exchange Board of India (SEBI) has issued the third amendment to the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021, effective upon publication in the Official Gazette. Key updates include the introduction of Environment, Social, and Governance (ESG) Debt Securities, defined as bonds adhering to international frameworks adapted for Indian requirements. Issuers intending to list ESG Debt Securities must comply with conditions specified by SEBI. Regulation 26 is omitted, and amendments to Schedule I include revised disclosure requirements for debenture trustees, replacing direct document inclusion with a web link or QR code in the issue document.
SECURITIES AND EXCHANGE BOARD OF INDIA
NOTIFICATION
Mumbai, the 11th December, 2024
SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF NON-CONVERTIBLE SECURITIES) (THIRD AMENDMENT) REGULATIONS, 2024
No. SEBI/LAD-NRO/GN/2024/217 ─In exercise of the powers conferred under sub-section (1) of section 30 of the Securities and Exchange Board of India Act, 1992 (15 of 1992), the Securities and Exchange Board of India hereby makes the following regulations to further amend the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021, namely –
1. These regulations may be called the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) (Third Amendment) Regulations, 2024.
2. They shall come into force on the date of their publication in the Official Gazette.
3. In the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021, –
(1) in regulation 2, in sub regulation (1), after clause (o), the following shall be inserted, namely, –
“(oa) Environment, Social and Governance Debt Securities or “ESG Debt Securities” means green debt securities, social bonds, sustainability bonds, sustainability-linked bonds, or any other type of bonds, by whatever name called, that are issued in accordance with such international frameworks as adapted or adjusted to suit Indian requirements that are specified by the Board from time to time, and any other securities as specified by the Board.”
(2) after regulation 12, the following shall be inserted, namely, –
“Issuance of Environment, Social and Governance Debt Securities
12A. An issuer desirous of issuing and listing of Environment, Social and Governance Debt Securities shall comply with such conditions as may be specified by the Board.”
(3) regulation 26 shall be omitted.
(4) in Schedule I,
(a) in paragraph 3.3.31, the word and symbol “trustees,” may be deleted.
(b) paragraph 3.3.32 shall be substituted with the following, namely, –
“3.3.32. The names of the debenture trustees(s), a statement to the effect that the debenture trustee has consented to its appointment along with a copy of the agreement executed by the debenture trustee with the issuer in accordance with regulation 13 of the Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993 made accessible through a web-link or a static quick response code displayed in the issue document:
Provided that in case the issuer files a general information document or shelf prospectus, the issuer may disclose a copy of the letter obtained from the debenture trustee consenting to its appointment instead of the agreement.
Explanation: In case the issuer files a key information document or tranche prospectus in accordance with these regulations, the issuer shall disclose a copy of the agreement stated above.”
G. RAM MOHAN RAO, Executive Director
[ADVT.-III/4/Exty./756/2024-25]
Footnotes:
1. The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 were published in the Gazette of India on August 9, 2021 vide No. SEBI/LAD-NRO/GN/2021/39.
2. The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021, were subsequently amended on:
(i) April 11, 2022 by the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) (Amendment) Regulations, 2022 vide notification no. SEBI/LAD-NRO/GN/2022/77.
(ii) November 9, 2022 by the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) (Second) (Amendment) Regulations, 2022 vide notification no. SEBI/LAD-NRO/GN/2022/102.
(iii) February 2, 2023 by the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) (Amendment) Regulations, 2023 vide notification no. SEBI/LAD-NRO/GN/2023/119.
(iv) February 7, 2023 by the Securities and Exchange Board of India (Payment of Fees and Mode of Payment) (Amendment) Regulations, 2023 vide notification no. SEBI/LAD-NRO/GN/2023/121.
(v) July 3, 2023 by the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) (Second Amendment) Regulations, 2023 vide notification no. SEBI/LAD-NRO/GN/2023/135.
(vi) July 4, 2023 by the Securities and Exchange Board of India (Alternative Dispute Resolution Mechanism) (Amendment) Regulations, 2023 vide No. SEBI/LAD–NRO/GN/2023/137.
(vii) August 18, 2023 by the Securities and Exchange Board of India (Facilitation of Grievance Redressal Mechanism) (Amendment) Regulations, 2023 vide No. SEBI/LAD-NRO/GN/2023/146.
(viii) July 10, 2024 by the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) (Amendment) Regulations, 2024 vide notification no. SEBI/LAD-NRO/GN/2024/190.
(ix) September 18, 2024 by the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) (Second Amendment) Regulations, 2024 vide notification no. SEBI/LAD-NRO/GN/2024/205.
