Master Circular for listing obligations and disclosure requirements for Non-convertible Securities, Securitized Debt Instruments and/ or Commercial Paper

SEBI/HO/DDHS/PoD1/P/CIR/2023/108 · 2023-06-30 · SEBI

Summary

This section establishes the Master Circular as a consolidated compilation of existing SEBI circulars regarding listing obligations for Non-convertible Securities, Securitized Debt Instruments, and Commercial Paper. It outlines the transition rules superseding previous circulars while validating actions taken under them prior to rescission. The text defines the scope, applicability, and legal basis for the regulations, including specific provisions for financial information filing formats. This section mandates the specific formats for submitting Statements of Assets and Liabilities and Cash Flows on a half-yearly basis to stock exchanges. It further prescribes the content and format for publishing financial results in newspapers under Regulation 52(8). Additionally, it outlines the requirements for Limited Review Reports and Audit Reports for various types of issuers, including banks, NBFCs, and insurance companies. This section provides illustrative formats for limited review reports for banks and NBFCs under SEBI LODR Regulation 52. It includes an independent auditor's report format expressing an unmodified opinion on standalone quarterly financial results for other companies. T

Text

Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 prescribes the continuous disclosure requirements for issuers of listed Non-convertible Securities, Securitized Debt Instruments and Commercial Paper.

For effective regulation of the corporate bond market and to enable the issuers and other market stakeholders to get access to all the applicable circulars at one place, this Master Circular has been prepared.

This Master Circular is a compilation of the relevant existing circulars, with consequent changes... Accordingly, the circulars listed at Annex - 1 stand superseded by this Master Circular.

Format for submission of statement indicating the utilization of issue proceeds of listed Non-convertible Securities to the Stock Exchange(s), by the listed entities, as required under regulation 52(7) of the Listing Regulations, has been included in Chapter IV.

Chapter XI has been included, containing formats for review of rating obtained by the listed entity with respect to its non-convertible securities from Credit Rating Agency(ies) registered with SEBI, as required under regulation 55 and formats for submissions to be made by listed entity to the stock exchanges for interest/ dividend/ principal under regulation 57of the Listing Regulations.

While this circular covers instruments under the NCS Regulations, Chapter X contains provisions applicable to issue of Securitized Debt Instruments under the SEBI (Issue and Listing of Securitized Debt Instruments and Security Receipts) Regulations, 2008.

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;

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;

Recognized Stock Exchanges, Issuers and other stakeholders are directed to: comply with the conditions laid down in this circular;

bring the provisions of this circular to the notice of listed entities/ issuers of listed Non-Convertible Securities, Securitised debt instruments, and/ or Commercial Paper;

disseminate the provisions of the circular on their website;

put in place necessary systems and infrastructure for implementation of this circular;

Source: SecMarx — Master Circular for listing obligations and disclosure requirements for Non-convertible Securities, Securitized Debt Instruments and/ or Commercial Paper. Verbatim text is public record; SecMarx structuring (linkage to applying orders) is cited to us.