The Securities and Exchange Board of India (SEBI) recently issued its Master Circular for issue and listing of Non-convertible Securities, Securitised Debt Instruments, Security Receipts, Municipal Debt Securities and Commercial Paper. SEBI’s Master Circular serves as a comprehensive guide for issuers, intermediaries, and other stakeholders involved in the issue and listing of non-convertible securities and related financial instruments. By consolidating previous circulars and providing clear guidelines, SEBI aims to enhance regulatory clarity, promote compliance, and ensure the integrity and efficiency of India’s financial markets. Stakeholders must familiarize themselves with the provisions of the Master Circular to navigate the regulatory landscape effectively.
Securities and Exchange Board of India
Master Circular No. SEBI/HO/DDHS/PoD1/P/CIR/2024/54 Dated: May 22, 2024
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
Madam/ Sir,
Sub: Master Circular for issue and listing of Non-convertible Securities, Securitised Debt Instruments, Security Receipts, Municipal Debt Securities and Commercial Paper
1. 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 and subsequent notification of SEBI NCS Regulations, 2021, SEBI has issued multiple circulars covering procedural and operational aspects thereof.
3. 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 21, 2024 are incorporated in this Master Circular.
4. 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 this Master Circular. With respect to the directions or other guidance issued by SEBI, as specifically applicable for Non-convertible Securities, Securitized Debt Instruments, Security Receipts, Municipal Debt Securities and 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.
5. Notwithstanding the supersession as mentioned in Clause 3 of this Master circular2, –
5.1. 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;
5.2. 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;
6. Recognized Stock Exchanges, Depositories, other SEBI registered intermediaries, Issuers and other stakeholders are directed to:
6.1. Disseminate the provisions of this circular on their website3;
6.2. comply with the conditions laid down in this circular;
6.3. put in place necessary systems and infrastructure for implementation of this circular;
6.4. make consequential changes, if any, to their respective bye-laws, rules and regulations and bidding portal; and
6.5. Communicate and create awareness amongst stakeholders.
6.6. Monitor the compliance of this circular by issuer companies, as applicable4
7. This Circular is issued in exercise of powers conferred under: 7.1. Section 11(1) of Securities and Exchange Board of India Act, 1992;
7.2. Regulation 55 of SEBI NCS Regulations, 2021; 7.3. Regulation 29 of SEBI ILDM Regulations 2015; 7.4. Regulations 48 of SEBI SDI Regulations, 2008.
8. 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
1 Unless specified otherwise, all the chapters are applicable to an issue of Non-convertible securities;
2 Inserted on July 07, 2023
3 Inserted on July 07, 2023
4 Inserted on July 07, 2023
