Circular for issue and listing of Non-convertible securities

Operational Circular for issue and listing of Non-convertible Securities, Securitised DebtInstruments, Security Receipts, Municipal Debt Securities and Commercial Paper

1. Vide notification no. SEBI/LAD-NRO/GN/2021/39dated 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, SEBI has issued multiple circulars covering procedural and operational aspects thereof. The process of merging these regulations into the SEBI NCS Regulations, 2021 also entails consolidation of related existing circulars (Annex-1) into a single operational circular, with consequent changes. The stipulations contained in suchcirculars have been detailed chapter-wise in this operational circular. Accordingly, the circulars listed at Annex-1stand superseded bythis operational circular.
   
3. This operational circular providesa chapter-wise framework for the issuance, listing and trading of Non-convertible Securities, Securitised Debt Instruments, Security Receipts, Municipal Debt Securities or Commercial Paper.For ease of reference, each chapter of this operational circular contains footnotes corresponding to the respective erstwhile circulars.
   
4. While this circular covers instruments under the NCS Regulations, certain chapters contain provisions applicable to issue of securities under the SEBI (Issue and Listing of Securitised Debt Instruments and Security Receipts) Regulations, 2008 (hereinafter referred to as the SEBI SDI Regulations, 2008) and SEBI (Issue and Listing of Municipal Debt Securities) Regulations, 2015 (hereinafter referred to as the SEBI ILDM Regulations, 2015). This has been accordingly indicated in the chapters.
   
5. Recognized Stock Exchanges, Depositories, other SEBI registered intermediaries, Issuers and other stakeholders are directed to:
   
   5.1.comply with the conditions laid down in this circular;
   5.2.put in place necessary systems and infrastructure for implementation of this circular;
   5.3.make consequential changes, if any, to their respective bye-laws and bidding portal;and
   5.4.communicate and create awareness amongst stakeholders.
   
6. This Circular isissued in exercise of powers conferred under:
   
   6.1.Section 11(1) of Securities and Exchange Board of India Act, 1992;
   6.2.Regulation 55ofSEBINCS Regulations, 2021;
   6.3.Regulation 29 of SEBI ILDM Regulations 2015;
   6.4.Regulations 48 of SEBI SDI Regulations, 2008.
   
7. This circular shall come into force with effect from August 16,2021.

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