SEBI/HO/DDHS/DDHS_Div1/P/CIR/2022/0000000103, dt. 29-07-2022

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

To,

Issuers who have listed Non-convertible Securities, Securitized Debt Instruments and/ or Commercial Paper;[1]

All Recognised Stock Exchanges

Madam/Sir,

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

1. Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), prescribes the continuous disclosure requirements for issuers of listed Non-convertible Securities, Securitized Debt Instruments and Commercial Paper. Multiple circulars have been issued, over the years, covering the operational and procedural aspects thereof.

2. 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 Operational Circular has been prepared.

3. This Operational Circular is a compilation of the relevant existing circulars, with consequent changes. The stipulations contained in these circulars have been detailed chapter-wise in this operational circular. For ease of reference, each chapter of this operational circular contains footnotes corresponding to the respective erstwhile circulars. Accordingly, the circulars listed at Annex - 1 stand superseded by this Operational Circular[2].

4. Additionally, 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.

5. Further, Chapter XI has been included, containing format 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 regulations 57(1), 57(4) and 57(5) of the Listing Regulations.

6. 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. This has been accordingly indicated in the chapter.

7. Recognized Stock Exchanges, Issuers and other stakeholders are directed to--

7.1 comply with the conditions laid down in this circular;

7.2 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;

7.3 disseminate the provisions of the circular on their website;

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

7.5 make consequential changes, if any, to their respective bye-laws; and

7.6 communicate and create awareness amongst the stakeholders.

8. This Circular is issued in exercise of powers conferred under :

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

8.2 Sections 9 and 21 of Securities Contracts (Regulation) Act, 1956;

8.3 Rule 19 (7) of Securities Contracts (Regulation) Rules, 1957;

8.4 Regulation 101 of the Listing Regulations.

9. This circular shall come into force with effect from 1-8-2022.

10. This Circular is available on SEBI website at www.sebi.gov.in under the category, Legal > Circulars.

Chapter I

Formats for filing financial information[3]

[See Regulations 52 and 54 of the Listing Regulations]

Regulations 52(1) and 52(2) of the Listing Regulations mandates listed entities to submit/ disclose financial information (quarterly and annual) to the Stock Exchange(s). Further, Regulation 52(2)(f) of the Listing Regulations mandates listed entities to submit Statement of Assets and Liabilities and Statement of Cash Flows, on half yearly basis. This Chapter provides the relevant formats.

Formats for filing financial information:

1. Formats for Standalone financial results on a quarterly basis and Standalone and Consolidated financial results on an annual basis (to be submitted to the Stock Exchanges and placed on listed entitys website - regulations 52(1) and 52(2) of the Listing Regulations):

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[4] :