SEBI/HO/DDHS/DDHS - PoD - 1/P/CIR/2024/173

regulations · 1992 · State unknown

Parent: THE SECURITIES AND EXCHANGE BOARD OF INDIA ACT, 1992 (7c4c1f5343adab106c3a94cafc08a5ecf5957ae7)

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CIRCULAR SEBI/HO/DDHS/DDHS - PoD - 1/P/CIR/2024/173 December 13, 2024 To, Issuers of listed non - convertible debt securities; Recognised Stock Exchanges; Registered Depositories Madam/ Sir, Subject: Relaxation from the ISIN restriction limit for issuers desirous of listing originally unlisted ISINs (outstanding as on December 31, 2023) (Modification to Chapter VIII of the Master Circular for issue and listing of Non -convertible Securities, Securitised Debt Instruments, Security Receipts, Municipal Debt Securities and Commercial Paper) Regulation 62A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "LODR Regulations") mandates a listed entity (whose non-convertible debt securities are listed) to list all nonconvertible debt securities, proposed to be issued on or after January 1, 2024, on the stock exchange(s). Additionally, it provides an option to a listed entity, to list its outstanding unlisted non-convertible debt securities issued on or before December 31, 2023. Chapter VIII (Specifications related to ISIN for debt securities) of the Master Circular for issue and listing of Non-convertible Securities, Securitised Debt Instruments, Security Receipts, Municipal Debt Securities and Commercial Paper dated May 22, 2024 , (hereinafter referred as ' NCS Master Circular' r' ) issued by SEBI, specifies provisions pertaining to maximum number of ISINs that can mature in a financial year in respect of private placement of debt securities . Clause 1 of Chapter VIII of NCS Master Circular reads as under: "In respect of private placement of debt securities, the following shall be complied with regard to ISINs, utilised to issue debt securities from April 1, 2023: 1.1A maximum number of fourteen ISINs maturing in any fi

Rule TOC

62A · of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "LODR Regulations") mandates a listed entity (whose non-convertible debt securities are listed) to list all nonconvertible debt securities, proposed to be issued on or after January 1, 2024, on the stock exchange(s). Additionally, it provides an option to a listed entity, to list its outstanding unlisted non-convertible debt securities issued on or before December 31, 2023.

1 · 1A maximum number of fourteen ISINs maturing in any financial year shall be allowed for an issuer of debt securities. In addition, a further six ISINs shall also be available for the issuance of the capital gains tax debt securities by the authorized issuers under section 54EC of the Income Tax Act, 1961 on private placement basis.

1 · 2Out of the fourteen ISINs maturing in a financial year, the bifurcation of ISINs shall be as under:

1 · 3Where an issuer issues only structured/ market linked debt securities, the maximum number of ISINs allowed to mature in a financial year shall be nine.

1 · 4Further, with respect to the debt securities issued on or after April 01, 2023, all the ISINs corresponding to these issues (including ISINs issued prior to April 01, 2023), maturing in any financial year, shall adhere to the limits as specified above.

1 · 5 The above threshold may be reviewed periodically to further reduce fragmentation in the corporate bond market."