MASTER CIRCULAR1

1 · Earlier called as 'Operational Circular'; renamed as 'Master Circular' from June 30, 2023

2 · The provisions of Chapter VI of this Master Circular are applicable to all Listed Entities who have listed their equity and convertibles

3 · Except circulars which were issued to 'all listed entities', which shall continue to apply to entities that have listed specified securities .

3 · 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 anything done or any action taken or purported to have been done or taken under the rescinded circulars, prior to such rescission, shall be deemed to have been done or taken under the corresponding provisions of this Master Circular;

3 · 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 any application made to the Board under the rescinded circulars, prior to such rescission, and pending before it shall be deemed to have been made under the corresponding provisions of these regulations;

4 · 1. comply with the conditions laid down in this circular;

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

4 · 3. disseminate the provisions of the circular on their website;

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

4 · 5. monitor compliance with the provisions of the circular;

4 · 6. make consequential changes, if any, to their respective bye-laws; and

4 · 7. communicate and create awareness amongst the stakeholders.

5 · 1. Section 11(1) and 11A(2) of Securities and Exchange Board of India Act, 1992;

5 · 2. Rule 19 (7) of Securities Contracts (Regulation) Rules, 1957;

5 · 3. Regulation 101 of the Listing Regulations .

4 · Inserted on June 30, 2023

1 · 1. Content: Financial results shall contain the items mentioned in the Statement of Profit and Loss (excluding notes and detailed sub-classification) as prescribed in Schedule III of the Companies Act, 2013 and the extent and nature of security created and maintained in case of secured non -convertible debt securities, details of which are required as per regulation 54(3) of Listing Regulations. The financial results shall also include line items specified under regulation 52(4) of the Listing Regulations .

1 · 2. Format: The financial results shall be disclosed in the following format 5 :

5 · In case a listed entity did not have quarterly financial results for the four quarters ended September 2020, December 2020, March 2021 and June 2021, the column on corresponding figures for such quarters will not be applicable, for the four quarters ended September 2021, December 2021, March 2022 and June 2022.

2 · 1. Content: Statement of Assets and Liabilities shall contain the items mentioned in the format for Balance sheet (excluding notes and detailed sub-classification) , as prescribed in Schedule III of the Companies Act, 2013.

2 · 2. Format: The statement of assets and liabilities shall be in the following format 6 :

3 · 1. Content: The Statement of Cash Flows shall be prepared under the ' indirect method ' as prescribed in Accounting Standard-3/ Indian Accounting Standard 7, mandated under section 133 of the Companies Act, 2013 read with relevant rules framed thereunder or by the Institute of Chartered Accountants of India, whichever is applicable.

3 · 2. Format: The Statement of Cash Flows shall be in the following format 7 :

6 · In case the listed entity did not have Statement of Assets and Liabilities for the half year ended September

7 · In case the listed entity did not have the Cash Flow Statement for the half year ended September 2020, the column on corresponding figures will not be applicable, for the half year ended September 2021.

6 · 1. In case of non -submission/ delayed submission of financial results within the timelines prescribed under regulation 52 of the Listing Regulations, the listed entity shall disclose detailed reasons for such non-submission/ delay to the Stock Exchange(s) within one working day of the due date of submission of the financial results.

6 · 2. In case the decision to delay the results was taken by the listed entity prior to the due date, the listed entity shall disclose detailed reasons for such delay to the Stock Exchange(s) within one working day of such decision.

8 · If applicable, based on facts and circumstances of the engagement.

9 · Partner or proprietor, as the case may be.

10 · If applicable, based on facts and circumstances of the engagement .

11 · Partner or proprietor, as the case may be .

12 · whichever is applicable .

13 · If applicable, based on facts and circumstances of the engagement.

14 · Partner or proprietor, as the case may be .

15 · As applicable .

16 · In the case of a Bank/ NBFC, which is not incorporated as a Company .

17 · If applicable, based on facts and circumstances of the engagement .

18 · As applicable.

19 · In the case of a Bank, which is not incorporated as a Company .

20 · As applicable.

21 · As applicable .

22 · If applicable, based on facts and circumstances of the engagement .

23 · Where applicable.

24 · Figures for total assets to be reported when balance sheet is also presented with the income statements.

25 · Figures for total assets to be reported when BS is also presented with the income statements.

26 · Use this paragraph where the quarters were subjected to a limited review.

27 · Use this paragraph where the quarters were audited .

28 · Partner or proprietor, as the case may be.

29 · Regulations be interpreted to include relevant circulars issued by SEBI from time to time .

30 · As applicable (for example, in the first financial year of a newly listed company, or when consolidated quarterly Financial Results are submitted for the first time pursuant to the mandatory requirement with effect from April 1, 2019, and no quarterly consolidated financial results were submitted in the previous year) .

31 · As applicable.

32 · In the case of a Bank, which is not incorporated as a Company.

33 · If applicable, based on facts and circumstances of the engagement.

34 · As applicable.

35 · In the case of a Bank, which is not incorporated as a Company.

36 · Figures for total assets to be reported when BS is also presented with the income statements.

37 · Figures for total assets to be reported when BS is also presented with the income statements.

38 · Use this paragraph where the quarters were subjected to a limited review.

39 · Use this paragraph where the quarters were audited.

40 · Partner or proprietor, as the case may be.

41 · The provisions of this Chapter became applicable for all annual audited standalone/ consolidated financial results, submitted by the listed entities for the period ending on or after March 31, 2016.

42 · In terms of amendment to the Listing Regulations notified on November 14, 2022.

51 · of the Listing Regulations currently requires listed entity to promptly inform the Stock Exchange(s) of all information which has bearing on its performance/ operation or is price sensitive or shall affect payment of interest or redemption payment of non-convertible securities. Additionally, Part B of Schedule III of the Listing Regulations enumerates an indicative list of such information e.g. delay/ default in payment of interest/ principal on Non-convertible Securities, which the listed entities are required to disclose.

3 · 1.Applicability:

3 · 1.1. The disclosures shall be made to the Stock Exchange(s) when the entity has defaulted in payment of interest/ instalment obligations on loans, including revolving facilities like cash credit, from banks/ financial institutions and unlisted debt securities.

3 · 1.2. 'Default' for the purpose of this circular shall mean non-payment of the interest or principal amount in full on the date when the debt has become due and payable ('pre-agreed payment date').

3 · 2.Timing of disclosures:

43 · The disclosure formats provided in this Chapter had become applicable from January 01, 2020.

3 · 2.1. In case of any default on loans, including revolving facilities like cash credit, from banks/ financial institutions which continues beyond 30 days, the listed entity shall make the disclosure promptly but not later than 24 hours from the 30th day of such default.

3 · 2.2. In case of unlisted debt securities i.e. Non -convertible Debentures (NCDs) and Non-convertible Redeemable Preference Shares (NCRPS) , the disclosure shall be made promptly but not later than 24 hours from the occurrence of the default. This is in line with the existing disclosure requirements specified for listed debt instruments.

3 · 2.3. Disclosures specified at Paras 3.2.1 and 3.2.2 shall be made in the format(s) provided in Paras 3.3.1 below.

3 · 2.4. Further , quarterly disclosures of default shall be made by the listed entities in the format specified in Para 3.3.2 below.

3 · 3.Disclosure formats:

3 · 3.1. The following details shall be disclosed by listed entities for each instance of default, as specified in Para 3.2 above:

3 · 3.2. Disclosures specified in the table below shall be made by listed entities, within 7 days from the end of the quarter, if applicable on the last date of any quarter:

4 · 1.Before the scheme of arrangement is submitted for sanction by the National Company Law Tribunal (NCLT):

4 · 1.1. Eligibility for seeking listing of NCDs and/ or NCRPS:

44 · In terms of Regulation 2(1)(eee) of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, 'specified securities' means equity shares and convertible securities' .

4 · 1.2. Tenure/ maturity: The minimum tenure of the NCDs and/ or NCRPS shall be one year.

4 · 1.3. Valuation Report: The Valuation Report shall include valuation of the underlying NCDs and/ or NCRPS to be issued pursuant to the scheme of arrangement.

4 · 1.4. Disclosures in the draft scheme of arrangement:

4 · 1.5. Other conditions:

4 · 2.After the scheme is sanctioned by the Hon'ble High Court or NCLT and at the time of making application for relaxation under sub-rule (7) of rule 19 of the SCRR:

15 · to 27 of the Listing Regulations contain provisions relating to Corporate Governance which are applicable on ' high value debt listed entities ' 46 . In particular, Regulation 24A of the Listing Regulations mandates listed entities to submit a secretarial audit report and secretarial compliance report . Further, Regulation 27(2) of the Listing Regulations mandates listed entities to submit compliance report on corporate governance on quarterly basis. This Chapter specifies the operational aspects in this regard.

45 · BSE Notice No. 20211001 -3 dated October 01, 2021 and NSE Circular No. NSE/CML/2021/10 dated September 30, 2021 read with SEBI Circular No. CIR/CFD/CMD1/27/2019 dated February 08, 2019 and SEBI Circular No. SEBI/HO/CFD/CMD -2/P/CIR/2021/567 dated May 31, 2017.

46 · In terms of Regulation 15(1A) of the Listing Regulations, provisions and explanations thereof, 'high value debt listed entities' would imply an entity with listed non-convertible debt securities and having outstanding value of listed non-convertible debt securities of rupees five hundred crore and above.

2 · 1.Currently, Section 204 of the Companies Act, 2013 read with rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 requires Secretarial Audit by Practicing Company Secretaries (PCS) for listed companies and certain unlisted companies above a certain threshold in Form No. MR -3.

2 · 2.In order to avoid duplication, the listed entity and its unlisted material subsidiaries shall continue to use the same Form No. MR -3 as required under Companies Act, 2013 and the rules made thereunder for the purpose of compliance with Regulation 24A of Listing Regulations.

3 · 1.While the annual secretarial audit shall cover a broad check on compliance with all laws applicable to the entity, listed entities shall additionally, on an annual basis, require a check by the PCS on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder, consequent to which, the PCS shall submit a report to the listed entity in the manner specified in this circular.

3 · 2.The format for the annual secretarial compliance report is placed at Annex -VII -B .

3 · 3.The annual secretarial compliance report in the aforesaid format shall be submitted by the listed entity to the stock exchanges within 60 days of the end of the financial year.

1 · Audit Committee

2 · Nomination & Remuneration

3 · Risk Management Committee

4 · Stakeholders Relationship

47 · The said list of Regulations is only illustrative. All relevant SEBI Regulations, as may be applicable to the listed entity for the review period, to be added .

23 · of the Listing Regulations prescribes the obligations of 'high value debt listed entities', pertaining to ' Related Party Transactions (RPTs)' including formulation of policy on materiality of RPTs, manner on dealing with RPTs, approval by the Audit Committee, disclosure of the same to the Stock Exchange(s) and publication on the entity's website. This Chapter specifies the operational aspects in this regard.

1 · Information to be reviewed by the Audit Committee for approval of RPTs:

1 · 1. The listed entity shall provide the following information, for review of the audit committee , for approval of a proposed RPT:

1 · 1.1. Type, material terms and particulars of the proposed transaction;

1 · 1.2. Name of the related party and its relationship with the listed entity or its subsidiary, including nature of its concern or interest (financial or otherwise);

1 · 1.3. Tenure of the proposed transaction (particular tenure shall be specified);

1 · 1.4. Value of the proposed transaction;

1 · 1.5. The percentage of the listed entity's annual consolidated turnover, for the immediately preceding financial year, that is represented by the value of the proposed transaction (and for a RPT involving a subsidiary, such percentage calculated on the basis of the subsidiary's annual turnover on a standalone basis shall be additionally provided);

1 · 1.6. If the transaction relates to any loans, inter-corporate deposits, advances or investments made or given by the listed entity or its subsidiary:

1 · 1.7. Justification as to why the RPT is in the interest of the listed entity;

1 · 1.8. A copy of the valuation or other external party report, if any such report has been relied upon;

1 · 1.9. Percentage of the counter-party's annual consolidated turnover that is represented by the value of the proposed RPT on a voluntary basis;

1 · 1.10. Any other information that may be relevant.

1 · 2. The audit committee shall also review the status , of long-term (more than one year) or recurring RPTs , on an annual basis.

2 · Information to be provided to shareholders for consideration of RPTs:

2 · 1. A summary of the information provided by the management of the listed entity to the audit committee as specified in point 1.1. above;

2 · 2. Justification for why the proposed transaction is in the interest of the listed entity;

2 · 3. Where the transaction relates to any loans, inter-corporate deposits, advances or investments made or given by the listed entity or its subsidiary, the details specified under point 1.1.6 above; (The requirement of disclosing source of funds and cost of funds shall not be applicable to listed banks/ NBFCs.)

2 · 4. A statement that the valuation or other external report, if any, relied upon by the listed entity in relation to the proposed transaction will be made available through the registered email address of the shareholders;

2 · 5. Percentage of the counter-party's annual consolidated turnover that is represented by the value of the proposed RPT, on a voluntary basis;

2 · 6. Any other information that may be relevant.

3 · Format for reporting of RPTs to the Stock Exchange

10 · The provisions of the circular ref. no. SEBI/HO/DDHS/DDHS/CIR/P/2020/231 dated November 13, 2020, on 'Non-compliance with provisions related to continuous disclosures', shall be applicable for all non-compliances of continuous disclosures under the Listing Regulations, till January 31, 2022. The provisions of the circular ref. no. SEBI/HO/DDHS_Div2/P/CIR/2021/699 dated December 29, 2021, on the same subject, shall remain in force till this circular comes into effect.

48 · The provisions of this Chapter is applicable w.e.f December 01, 2015 .

90 · days

180 · days

180 · days

55 · of the Listing Regulations mandates review of rating obtained from a Credit Rating Agency at least once a year. Regulation 57 of the Listing Regulations prescribes certain intimation/ submissions to be made by the listed entity to the Stock Exchange(s) concerning the payment of interest/ dividend/ principal obligations for Non-convertible Securities .

2 · 1.Format for submission under Regulation 55

2 · 2.Format for submission under Regulation 57

59A · of the Listing Regulations provides that the listed entity that has listed NCDs or NCRPS, which intends to undertake a scheme of arrangement or is involved in a scheme of arrangement shall file the draft scheme with Stock Exchange(s) for obtaining the No-Objection Letter, before filing such scheme with any court or Tribunal. Regulation 94A of the Listing Regulations requires the designated Stock Exchange to forward such draft schemes to SEBI in the manner prescribed by SEBI.

1 · Choosing a Designated Stock Exchange:

1 · 1 Listed entities shall choose one of the Stock Exchange(s) having nationwide trading terminals as the designated Stock Exchange for the purpose of coordinating with SEBI.

1 · 2 Entities listed solely on regional Stock Exchange(s), shall obtain in-principle approval for listing of NCDs/ NCRPS on any Stock Exchange having nationwide trading terminals. One of the Stock Exchange(s) having nationwide trading terminals shall provide a platform for dissemination of information of such schemes and other documents required under this circular. For such purpose, Stock Exchange(s) having nationwide trading terminals may charge reasonable fees from such entities.

2 · Submission of Documents:

49 · Listed entities for the purpose of this circular shall refer to all the entities that have listed NCDs/ NCRPS.

5 · Valuation Report:

6 · Auditor's certificate:

6 · 1.An auditor's certificate shall be filed certifying the payment/ repayment capability of the resultant entity. This certificate shall also certify that the accounting treatment contained in the scheme is in compliance with all the Accounting Standards specified by the Central Government under Section 133 of the Companies Act, 2013 read with the rules framed thereunder or the Accounting Standards issued by ICAI, as applicable, and other generally accepted accounting principles.

6 · 2.The standard format for the auditor's certificate would be as per Annex - XIIB .

7 · Report of Complaints/ Comments received by the listed entity on the draft scheme of arrangement:

7 · 1.The Listed entity shall submit to Stock Exchange(s) a 'Report on Complaints/ Comments' received by the listed entity on the draft scheme of arrangement which shall contain the details of complaints/ comments received by it on the draft scheme from various sources (complaints/ comments written directly to the listed entity or forwarded to it by the Stock Exchange(s)/ SEBI) as per Annex -XII -C of this Circular prior to obtaining No-Objection Letter from Stock Exchange(s) on draft scheme.

7 · 2.The Report on Complaints/ Comments received by the listed entity on the draft scheme of arrangement as mentioned above, shall be submitted by the listed entity to the Stock Exchange(s) on the expiry of 10 days from the date of filing of draft scheme with Stock Exchange(s) and hosting the draft scheme along with documents specified under para (2) above on the websites of Stock Exchange(s) and the listed entity.

8 · Report on the Unpaid dues/ fines/ penalties:

8 · 1.All listed entities shall ensure that all dues to, and/or fines/penalties imposed by SEBI, Stock Exchange(s) and the Depositories have been paid/ settled before filing the draft scheme with the designated Stock Exchange.

8 · 2.In case of unpaid dues/ fines/ penalties, the listed entity shall submit to Stock Exchange(s) a 'Report on the Unpaid dues/ fines/ penalties' which shall contain the details of such unpaid dues/ fines / penalties in the format given in Annex -XII -D to this Circular, along with the draft scheme.

9 · 1.The listed entity shall disclose the draft scheme of arrangement and all the documents specified under para (2) above on its website simultaneously while filing it with the Stock Exchange(s).

9 · 2.The listed entity shall also disclose the No-Objection Letter of the Stock Exchange(s) on its website within 24 hours of receiving the same.

10 · 1. The listed entity shall send by email/ speed post (where e-mail is not available), the No-Objection Letter of the Stock Exchange(s), to the holders of NCDs/ NCRPS seeking approval for the Scheme.

10 · 2. The listed entity shall ensure that in the notice or proposal , it shall disclose pre and post-arrangement details in respect of the following:

10 · 3. The listed entity shall upload the Report on Complaints/ Comments received by the listed entity on the draft scheme of arrangement as provided in Para 7 and the Compliance Report as provided in Para 2(g) above, on the company's website and websites of Stock Exchange(s).

11 · Disclosures in the draft scheme of arrangement:

12 · Approval of holders of NCDs/ NCRPS to Scheme through e- Voting:

1 · 1Forward the same to SEBI within three working days from the date of receipt of the draft scheme; and

1 · 2Send the first set of queries, seeking clarifications, if any, from the registered valuer or the statutory auditors/ listed entity, as applicable within ten working days from the date of receipt of the draft scheme.

61A · (2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('LODR Regulations'), provides that, " where the interest/ dividend/ redemption amount has not been claimed within thirty days from the due date of interest/ dividend/ redemption payment, a listed entity shall within seven days from the date of expiry of the said period of thirty days, transfer the amount to an Escrow Account……….'.

3 · 1. the 'Investor Education and Protection Fund' (IEPF) constituted in terms of section 125 of the Companies Act, 2013 – in case of listed entities which are companies 52 ;

3 · 2. the 'Investor Protection and Education Fund' (IPEF) created by the Board in terms of section 11 of the Act – in case of listed entities which are not companies .

50 · This chapter is inserted vide SEBI/HO/DDHS/DDHS-RAC-1/P/CIR/2023/176 dated November 08, 2023;

51 · Unclaimed interest/ dividend/ redemption amount for non-convertible securities;

52 · Entities which fall within the definition of 'company' under the Companies Act, 2013 and the Rules made thereunder;

53 · Including penal interest, if any;

6 · 1. PAN and Date of birth; or

6 · 2. Name and Depository Participant Identification (DP ID)/ Client Identification (Client ID).

7 · 1. Amount due to the investor on the date of payment (in INR);

7 · 2. Category - interest/ dividend/ redemption amount;

7 · 3. Date when amount became due (dd/mm/yyyy);

7 · 4. Amount (in INR) transferred to Escrow Account (including penal interest, if any, for delay in transfer by the listed entity);

7 · 5. Date when unclaimed amount was transferred to Escrow Account (dd/mm/yyyy);

8 · 1. the format in which claim has to be submitted by the investor;

8 · 2. the procedure and documentation for making claim, depending on whether the claim is being submitted by the investor – self or by the legal heir/ nominee/ etc. of the investor;

8 · 3. the documents required to be submitted in support of the claim e.g. proof of identity, proof of address, proof of holding, etc.;

8 · 4. manner of submission of claim by the investor;

8 · 5. timeline within which the investor can submit documents, provide clarifications, etc.

8 · 6. conditions for rejection of claim and option of re-filing of a claim by the investor;

8 · 7. timeline within which the claim shall be processed by the listed entity;

8 · 8. contact details (email ID and phone number) wherein investor can raise their queries or grievances, if any, relating to their claim.

9 · Processing of claim by the listed entity:

9 · 1. The listed entity shall create an internal policy w.r.t. the process to be followed for verification of claims including the documents to be taken into account, facility to check status of claim by investor, etc.

9 · 2. Upon receipt of a claim application, if the listed entity, upon examination, finds it necessary to call for further information or finds such application or document(s) to be defective or incomplete in any respect, it shall intimate the investor, of such need for information or defects or incompleteness, by e-mail or other written communication. The listed entity shall direct the investor to furnish such information or to rectify such defects or incompleteness or to re-submit such application or document(s) within thirty days from the date of receipt of such communication, failing which the claim may be rejected. However, rejection of claim does not debar an investor from filing a fresh claim.

9 · 3. The listed entity shall within thirty days of receipt of a claim application from an investor or complete information as called upon from the investor, remit the payment to the investor using electronic modes of funds transfer.

9 · 4. The listed entity shall display the cumulative details of the number of claims received, processed, pending, etc. on its website.

54 · https://www.sebi.gov.in/legal/circulars/sep-2023/change-in-mode-of-payment-w-r-t-sebi-investor-protection-and-educationfundbankka-c_76474.html

6 · 1. Amount lying unclaimed in the Escrow Account of the listed entity as at end of seven years (in INR);

6 · 2. Break -up of Interest/ Dividend/ Redemption amount;

6 · 3. Date when amount became due for transfer to IPEF (dd/mm/yyyy);

6 · 4. Amount (in INR) transferred to IPEF by the listed entity;

6 · 5. Date when unclaimed amount was transferred to the IPEF by the listed entity (dd/mm/yyyy).

12 · 1. verify the documentation and satisfy itself of the correctness of information submitted and process refund of the amount paid by the listed entity to the investor. The refund amount shall not exceed the amount transferred by the listed entity against such investor in IPEF;

12 · 2. require the listed entity, to furnish further information or clarifications, regarding the unclaimed amount and matters connected thereto, to consider the application for refund. The applicant shall, if so required, provide the necessary information/ clarifications;

12 · 3. return the application, if it is found to be incorrect, incomplete or inadequate, along with reasons thereof. The listed entity may re-submit the application for reconsideration after rectifying the deficiencies.