On Jun. 30, IND SEBI issued master circular on listing, disclosure.
IND SEBI updated operational circular of Jul. 29, 2022; renamed as master circular.
Now named Master circular for listing obligations and disclosure requirements for non-convertible securities, securitized debt instruments and/or commercial paper.
Follows Jul. 2022, IND SEBI operational circular on listing/ disclosure, see #144896.
New master circular includes footnotes in the text showing changes made Jun. 2023.
Overview of Master Circular
Circular provides a single point of reference for issuers and market stakeholders, consolidating various operational and procedural aspects covered by previous circulars.
Offers a comprehensive overview of the continuous disclosure requirements outlined in the SEBI Listing obligations and disclosure requirements regulations, 2015 (LODR).
Brings together relevant guidelines, highlighting chapter-wise details, footnotes referencing superseded circulars; includes formats for issuers to submit statements on utilization of issue proceeds and review ratings obtained from credit rating agencies.
Covers provisions specific to securitized debt instruments, receipts under SEBI (issue and listing of securitized debt instruments and security receipts) regulations, 2008.
Next Steps
Recognized stock exchanges, issuers and other stakeholders are directed to comply with circular's conditions, bring provisions to notice of listed entities/issuers of listed non-convertible securities, securitized debt instruments, and/or commercial paper.
Disseminate provisions on their website; put in place necessary systems, infrastructure for its implementation; monitor compliance; make consequential changes to respective bye-laws; and communicate and create awareness amongst stakeholders.
Effectiveness
Master circular is effective from Aug. 1, 2022, unless expressly stated otherwise.
May 21, 2024 New Master Circular
On May 21, 2024, IND SEBI issued master circular for listing obligations and disclosure requirements for non-convertible securities, securitized debt instruments and/or commercial paper, incorporating the provisions of circulars issued to May 20, 2024.
The circulars mentioned at annex-1 to this new master circular shall stand superseded.
This new master circular comes into force on its issuance, on May 21, 2024.
May 22, 2024 Issuance, Listing Circular
On May 22, 2024, IND SEBI issued master circular for issue and listing of non-convertible securities, securitized debt instruments, security receipts, municipal debt securities, commercial papers, incorporating provisions of circulars issued to May 21.
Enables stakeholders to have an access to applicable circulars/directions in one place.
Stock exchanges, depositories, other SEBI registered intermediaries, issuers and other stakeholders are directed to disseminate the provisions of this circular on their websites, and put in place necessary systems and infrastructure for implementation.
This master circular shall come into force from the date of its issuance.
Jul. 2024 Chapter V of Master Circular
On Jul. 3, 2024, IND SEBI amended chapter V of May 22, 2024 master circular on debt securities' and non-convertible redeemable preference shares' denomination reduction.
Namely, for the issuance and listing of non-convertible securities, securitized debt instruments, security receipts, municipal debt securities, as well as commercial paper.
Aims at encouraging more non-institutional investors to participate in the market.
Specified the conditions for issuers issuing debt securities or non-convertible redeemable preference shares on a private placement basis at a face value of INR 10K.
Permitted credit enhancements such as guaranteed bonds, partially guaranteed bonds.
Credit rating agencies (CRAs) shall verify the documentation re credit enhancement.
Revised clause 2.1, 2.2 and 2.3 of chapter V re private placement of the debt issuance.
Sep. 2024 Payment Obligation Disclosure
On Sep. 6, 2024, IND SEBI amended ch XVII of master circular above, re disclosure.
Aligned timeline on reporting status of payment obligations for listed non-convertible securities, listed commercial paper, to within 1 working day of payment becoming due.
Sep. 24, 2024 Streamline Application Process
On Sep. 24, 2024, IND SEBI amended ch I of master circular re application process and timelines for listing public issues of securities under various SEBI regulations.
Streamlines application process with that of public issues of equity shares, convertible.
Individual investors applying through intermediaries where application amount is up to INR 5 lakh, must use UPI for blocking funds, provide UPI ID linked to bank account.
Investors still have option to use other modes for making applications in public issues.
These provisions will be applicable to public issues on or after Nov. 1, 2024.
In Sep. 2024, IND SEBI reduced the timeline for debt securities listings, see #227645.
In Oct. 2024, IND SEBI clarified 3-in-1 type accounts for public issue, see #230489.
