INDEX
Sr. Circular No Date Subject Page
No. No.
High value debt
1. 20220107-16 07/01/2022 Formats specifying disclosure of 4
Corporate Governance by High
value debt listed entities
XBRL Filling
2. 20210915-2 15/09/2021 XBRL b a s e d Compliance filings 5
for Debt Listed Issuers
Public Issue & Fund raising
3. LIST/COMP/09/ 05/06/2018 Intimation regarding disclosures 6
2018- 19 to be made in the prospectus for
public issue of debt securities and
non-convertible redeemable
preference shares post
amendment in the Companies
Act, 2013
Disclosures relating to defaults
4. LIST/COMP/50/ 15/01/2020 Disclosures by listed entities of 7
2019- 20 defaults on payment of interest/
repayment of principal amount on
loans from banks / financial
institutions and unlisted debt
securities
Large Corporate
5. 20231025-4 13/10/2023 Guidance on revision in the 8
framework for fund raising by
issuance of debt securities by large
corporates (LCs) vide SEBI circular
SEBI/HO/DDHS/DDHS-
RACPOD1/P/CIR/2023/172 dated
October 19, 2023
Contribution by Issuers to Core Settlement Guarantee Fund
6. 20240920-27 20/09/2024 Contribution by Issuers to Core 8
Settlement Guarantee Fund (Core
SGF) of AMC Repo Clearing
Limited
ISIN
7. 20241217-52 17/12/2024 Relaxation from the ISIN restriction 9
limit for issuers desirous of listing
originally unlisted ISINs
(outstanding as on December 31,
2023)
Format of Due Diligence Certificate
8. 20250204-47 07/02/2025 Format of Due Diligence Certificate 9
by the DT
Others
1
9. 20250207-14 07/02/2025 Measures for Ease of Doing 9
Business for Credit Rating
Agencies (CRAs)- Timelines
10. 20240920-18 20/09/2024 Modification in the timeline for 10
submission of status regarding
payment obligations to the stock
exchanges by entities that have
listed commercial paper
11. 20240715-7 15/07/2024 Reduction in denomination of debt 10
securities and non-convertible
redeemable preference shares in
denomination of debt securities
and non-convertible redeemable
preference shares
13. 20241122-1 22/11/2024 Amendment to Para 15 of Master 11
Circular for Credit Rating Agencies
(CRAs) dated May 16, 2024
(“Master
Circular”)
14. 20241118-52 18/11/2024 Relaxation from certain provisions 11
for units allotted to an employee
benefit trust for the purpose of a
unit-based employee benefit
scheme Alignment of timelines for
making distribution by InvITs and
Format of Quarterly Report and
Compliance Certificate- InvITs
15. 20241118-50 18/11/2024 Relaxation from certain provisions 12
for units allotted to an employee
benefit trust for the purpose of a
unit-based employee benefit
scheme Alignment of timelines for
making distribution by REITs and
Format of Quarterly Report and
Compliance Certificate - REITs
16. 20220708-40 08/07/2022 Guidance Note on Regulation 12
13(3) of SEBI (Listing Obligations
and Disclosure Requirements)
Regulations, 2015 - Investor
Complaints Report
17. 20220107-16 07/01/2022 Formats specifying disclosure of 13
Corporate Governance by High
value debt listed entities
18. 20211001-3 01/10/2021 Formats specifying disclosure of 14
Corporate Governance by High
value debt listed entities
19. 20210415-15 15/04/2021 Guidance note with respect to 15
Regulations 50(3) and 51 (2) of
Securities and Exchange Board
of India (Listing Obligations and
Disclosure Requirements)
Regulations, 2015
2
20. 20200916-35 16/09/2020 Clarification pertaining to 16
submission of disclosures along
with the financial statements by
listed entities for the purpose of
compliance with SEBI CP
circulars read with SEBI LODR
Regulations,2015
21. LIST/COMP/14/ 20/06/2018 Enforcement of SEBI Orders 17
2018-19 regarding appointment of
Directors by the listed companies
22. 20240910-58 10/09/2024 Clarification in respect of 18
Securities and Exchange Board
of India (Issue and Listing of Non-
Convertible Securities)
(Amendment) Regulations, 2024
23. Policy for exemption of fines 19
levied as per the provisions of
SEBI SOP Circular - Debt
24. 20250401-21 01/04/2025 Measures to facilitate ease of 22
doing business w.r.t. framework
for assurance or assessment,
ESG disclosures for value chain,
and introduction of voluntary
disclosure on green credits.
25. 20250401-44 01/04/2025 Amendment to Master Circular for 22
Real Estate Investment Trusts
(REITs) dated May 15, 2024
26. 20250401-45 01/04/2025 Amendment to Master Circular for 22
Infrastructure Investment Trusts
(InvITs) dated May 15, 2024
27. 20250417-8 17/04/2025 Disclosures in the offer document 23
as per the requirement of SEBI
NCS regulation, 2021
3
Formats specifying disclosure of Corporate Governance by High value debt
listed entities.
SEBI (Listing and Obligations and disclosure Requirements), Regulations 2015
(“Listing Regulations”) were amended vide notification dated September 07, 2021,
providing for the applicability of Regulations 15 to 27, relating to corporate governance
on high value debt listed entities on comply or explain basis until March 31,2023*.
In this regard, the following formats and requirements for disclosures of corporate
governance requirements shall be applicable for the purpose of compliance:
a. SEBI circular No. CIR/CFD/1/27/2019 dated February 08,2019 on the Annual
Secretarial Audit Report and Secretarial Compliance report.
b. Annexure 1 of SEBI circular No SEBI/HO/CFD/CMD-2/P/CIR/2021/567 dated May
31,2021 on the quarterly format for reporting on Corporate Governance
compliances.
c. Part C (disclosures in corporate governance report as part of annual report), D
(Declaration by CEO on compliance of the management and directors with the
code of conduct) and E (Compliance certificate by auditors or practising Company
Secretary of corporate governance compliance) of schedule V of the SEBI (Listing
obligations and Disclosure Requirements) Regulations, 2015.
The Listed Companies are required to submit the same in pdf form through BSE listing
centre.
Listed Companies are requested to take note of the said circular and comply
accordingly.
*Substituted to March 31, 2024 vide SEBI (Listing and Obligations and disclosure
Requirements) (Second Amendment), Regulations 2023 w.e.f June 15, 2023.
4
XBRL based Compliance filings for Debt Listed Issuers
This has a reference to SEBI vide its Circular
SEBI/HO/DDHS/DDHS1/P/CIR/2021/572 dated June 04, 2021, wherein the listed
Debt issuers are required to submit Record Date, Credit Rating, Interest Payment,
Redemption Payment and Default History Information disclosures as per the
prescribed format. The Exchange has introduced facility of filing of the same in XBRL
mode.
In continuation to our efforts towards ease of compliance, Exchanges have put in place
a common XBRL taxonomy for this purpose.
All the Listed Debt issuers are requested to submit the following in XBRL mode only:
• Credit Rating,
• Interest Payment,
• Redemption Payment
• Default History
Further all the listed Debt issuers are requested to file Record date details in XBRL
mode in addition to the filing in PDF mode, till further notification.
Please note that the submission of Credit Rating, Interest Payment, Redemption
Payment and Default History Information shall be submitted in XBRL mode
only and any other mode of submission shall be treated as non-submission.
Please use following path to submit Record date details and xml file under Regulation
60
Listing Compliance – Corporate Announcement – Security Type (Debt/CP/MF) –
Scrip Code - Category / Sub-Category (Compliance) - Record Date/Book Closure
as per Regulation (60)
The Excel Utility for filing the respective modules in the prescribed Format in
the XBRL mode has been made available in XBRL section of the Listing Centre
as per following:
Sr. Reporting Modules XBRL file Name
No.
1 Record Date Regulation 60
(Regulation 60(2) of SEBI
LODR)
2 Credit Rating Credit Rating for Centralized Database
3 Interest Payment Disclosure Interest Payment Status for Centralized Database
4 Redemption Payment Redemption Payment Status for Centralized
Disclosure Database
5 Default History Information Default History Information for Centralized
Database
BSE has provided an online real-time Helpdesk to assist Users with their XBRL filings
– they may email queries if any
to [email protected] / [email protected] or call the Helpdesk on toll free
number 1800 233 0445.
5
Intimation regarding disclosures to be made in the prospectus for public issue
of debt securities and non-convertible redeemable preference shares post
amendment in the Companies Act, 2013
The amended section 26(1) while deleting clauses (a), (b) and (d) provides that the
prospectus shall state such information and set out such reports on financial
information as may be specified by SEBI in consultation with the Central Government.
A new proviso has also been inserted to sub-section (1) of section 26 stating that till
such time SEBI specifies information and reports on financial information, the
regulations made by SEBI in respect of financial information or reports shall apply.
In the view of aforesaid amendments, SEBI has advised the stock exchanges to
intimate to the issuers that till such time, new disclosure norms are notified by SEBI
for public issue of debt securities and nonconvertible redeemable preference shares
under the SEBI (Issue and Listing of Debt Securities) Regulations, 2008 and the SEBI
(Issue and Listing of Non-Convertible Redeemable Preference Shares) Regulations,
2013 respectively, the issuers shall continue to make disclosures in the prospectus,
as hitherto provided in the Companies Act, 2013 and the rules made thereunder viz.
before the amendment of section 26(1) and the rules made thereunder.
The aforesaid direction shall be applicable with immediate effect for the debt securities
issued in accordance with SEBI (Issue and Listing of Debt Securities) Regulations,
2008 and for non-convertible redeemable preference shares issued in accordance
with SEBI (Issue and Listing of Non-Convertible Redeemable Preference Shares)
Regulations, 2013.
6
Disclosures by listed entities of defaults on payment of interest/ repayment of
principal amount on loans from banks / financial institutions and unlisted debt
securities
In continuation to the SEBI Circular to the Companies dated November 21, 2019 with
regard to Disclosures by listed entities of defaults on payment of interest/ repayment
of principal amount on loans from banks / financial institutions and unlisted debt
securities, the Exchange has introduced facility in the Listing Centre for filing of for
each instance of default.
All companies are required file this default Disclosure through the Corporate
Announcements Module of the Listing Centre.
Disclosure Path/Navigation
Disclosure by listed entities of defaults Corporate announcements > Category –
on payment of interest/repayment of Compliances > Disclosures by listed
principal amount for loans including entities of defaults on payment of
revolving facility like cash credit from interest/ repayment of principal amount
banks/financial institutions. for loans including revolving facilities like
cash credit from banks / financial
institutions.
Disclosure by listed entities of defaults Corporate announcements > Category –
on payment of interest/repayment of Compliances > Disclosures by listed
principal amount for unlisted debt entities of defaults on payment of
securities interest/ repayment of principal amount
i.e NCDs and NCRPS. for unlisted debt securities i.e. NCDs and
NCRPS
Quarterly Disclosures by listed entities Corporate announcements > Category –
of defaults on payment of Compliances > Quarterly Disclosures by
interest/repayment of principal amount listed entities of defaults on payment of
on loans from banks/ financial interest/ repayment of principal amount
institutions and unlisted debt securities. on loans from banks / financial
institutions and unlisted debt securities
Filings in respect of Disclosure must be filed by all listed entities within the timelines
prescribed in the SEBI Circular dated November 21, 2019.
For further details in this matter, you may write to [email protected]
7
Guidance on revision in the framework for fund raising by issuance of debt
securities by large corporates (LCs) vide SEBI circular SEBI/HO/DDHS/DDHS-
RACPOD1/P/CIR/2023/172 dated October 19, 2023
In pursuance to the aforesaid SEBI Circular to the listed entities dated October 19,
2023 with regard to fund raising by issuance of debt securities by large corporates, the
Exchange has introduced facility in the Listing Centre for filing following particulars to
determine whether it is considered as a Large Corporate:
1. Outstanding Qualified Borrowings at the start of the financial year (Rs. In Crores)
2. Outstanding Qualified Borrowings at the end of the financial year (Rs. In Crores)
3. Highest credit rating of the company relating to the unsupported bank borrowings
or plain vanilla bonds, which have no structuring/support built in.
4. Incremental borrowing done during the year (qualified borrowing) (Rs. In Crores)
5. Borrowings by way of issuance of debt securities during the year (Rs. In Crores)
All companies are required to provide aforesaid particulars at the time of submission
of Annual Financial results in the listing centre in the following path in form of a web
form:
Corporate announcement > security type (equity/debt) > Category / Subcategory
(Results) > Results Periodicity (Yearly).
Filings of aforesaid particulars has to be mandatorily submitted by all listed entities
commencing from the financial year ending March 2024/December 2023, as the case
may be.
For further details in this matter, you may write to [email protected]
Contribution by Issuers to Core Settlement Guarantee Fund (Core SGF) of AMC
Repo Clearing Limited
In reference to Securities and Exchange Board of India (SEBI) Circular No.:
SEBI/HO/DDHS/DDHS-RACPOD1/CIR/P/2023/56 dated April 13, 2023, the revised criteria
while considering the issuers whose bonds would be accepted as eligible collateral for tri-
party repo product of AMC Repo Clearing Limited (ARCL) has been issued by ARCL vide
circular number ARCL/Risk/CoreSGF/2024-25/68.
The aforesaid circular is attached for reference.
All Listed companies are requested to take note and comply accordingly.
8
Relaxation from the ISIN restriction limit for issuers desirous of listing originally
unlisted ISINs (outstanding as on December 31, 2023)
This is with reference to SEBI Circular No. SEBI/HO/DDHS/DDHS-PoD- 1/P/CIR/2024/173
dated December 13, 2024, issued by the Securities and Exchange Board of India (SEBI)
titled “Relaxation from the ISIN restriction limit for issuers desirous of listing originally unlisted
ISINs (outstanding as on December 31, 2023)”
The aforesaid circular is attached for reference.
Listed entities are requested to take note and comply accordingly.
Format of Due Diligence Certificate by the Debenture Trustee
The Securities and Exchange Board of India (SEBI) has issued circular No.
SEBI/HO/DDHS/DDHS-PoD-3/P/CIR/2025/009 dated January 28, 2025, regarding Format
of Due Diligence Certificate to be given by the Debenture Trustees (DTs).
As per circular, in case of unsecured debt securities, at the time of filing the draft offer
document and at the time of filing of listing application, Issuer shall submit a due diligence
certificate obtained from the Debenture Trustee as per the format specified in the afore said
circular.
This circular shall be applicable with immediate effect.
The aforesaid circular is attached for reference.
Issuers who have listed and/ or propose to list Debt Securities or Municipal Debt Securities
are requested to take note and comply accordingly.
Measures for Ease of Doing Business for Credit Rating Agencies (CRAs)- Timelines
The Securities and Exchange Board of India (SEBI) has issued Circular No.
SEBI/HO/DDHS/DDHS-POD3/P/CIR/2024/47 dated May 16, 2024,
regarding timelines to be followed by Credit Rating Agencies (CRAs) for review of ratings
and publication of press release.
To bring about uniformity in dealing with rating reviews and publication of Press Release by
CRAs, SEBI has prescribed revised timelines and accordingly modified the Master Circular
for CRAs SEBI/HO/DDHS/DDHS- POD3/P/CIR/2024/47 dated May 16, 2024.
This circular shall be applicable with immediate effect.
The aforesaid circular is attached for reference.
All issuers who have listed and/or proposed to be listed non-convertible are requested to
take note and comply accordingly
9
Modification in the timeline for submission of status regarding payment obligations
to the stock exchanges by entities that have listed commercial paper
This is with reference to SEBI Circular No. SEBI/HO/DDHS/DDHS-PoD- 1/P/CIR/2024/117
dated September 06, 2024, issued by the Securities and Exchange Board of India (SEBI)
titled “Modification in the timeline for submission of status regarding payment obligations to
the stock exchanges by entities that have listed commercial paper”.
The aforesaid circular is attached for reference.
Listed entities are requested to take note and comply accordingly.
Reduction in denomination of debt securities and non-convertible redeemable
preference shares in denomination of debt securities and non-convertible
redeemable preference shares
The Securities and Exchange Board of India (SEBI) has issued circular No.
SEBI/HO/DDHS/DDHS-PoD-1/P/CIR/2024/94 dated July 3, 2024, regarding reduction in
denomination of debt securities and non-convertible redeemable preference shares.
By this circular Chapter V (Denomination of issuance and trading of Non- convertible
Securities) of the Master Circular no. SEBI/HO/DDHS/PoD1/P/CIR/2024/54 dated May 22,
2024, (hereinafter referred as ‘Master Circular’) has been modified.
The provisions of this circular shall be applicable to all issues of debt securities and non-
convertible redeemable preference shares, on private placement basis that are proposed to
be listed from the date of issuance of this circular.
The aforesaid circular is attached for reference.
All Listed companies are requested to take note and comply accordingly.
10
Amendment to Para 15 of Master Circular for Credit Rating Agencies (CRAs) dated
May 16, 2024 (“Master Circular”)
The Securities and Exchange Board of India (SEBI) has issued Circular No.
SEBI/HO/DDHS/DDHS-PoD-3/P/CIR/2024/160 dated November 18, 2024, regarding
amendment to Para 15 of Master Circular for Credit Rating Agencies (CRAs) dated May
16, 2024 (“Master Circular”).
As per said circular, CRAs are required to furnish the details of their clients, i.e. the
issuers, pertaining to amount of payment (principal and/ or interest) failed, reason for
failure of payment and other details in prescribed format as mentioned in the said circular
on the same day as the dissemination of the rating Press Release on the CRA’s website.
Accordingly, the term "technical default" is omitted from Para 15.3 of the Master Circular
and the said para stands modified.
The circular shall be applicable with immediate effect.
The aforesaid circular is attached for reference.
Listed entities are requested to take note and comply accordingly.
Relaxation from certain provisions for units allotted to an employee benefit trust
for the purpose of a unit-based employee benefit scheme Alignment of timelines
for making distribution by InvITs and Format of Quarterly Report and Compliance
Certificate– InvITs
The Securities and Exchange Board of India (SEBI) has issued Circular No.
SEBI/HO/DDHS/DDHS-PoD-2/P/CIR/2024/159 dated November 13, 2024, regarding
relaxation from certain provisions for units allotted to an employee benefit trust for the
purpose of a unit based employee benefit scheme, alignment of timelines for making
distribution by InvITs and Format of Quarterly Report and Compliance Certificate.
This circular shall be applicable with immediate effect.
The aforesaid circular is attached for reference.
Listed entities are requested to take note and comply accordingly.
11
Relaxation from certain provisions for units allotted to an employee benefit trust
for the purpose of a unit-based employee benefit scheme Alignment of timelines
for making distribution by REITs and Format of Quarterly Report and Compliance
Certificate - REITs
The Securities and Exchange Board of India (SEBI) has issued Circular No.
SEBI/HO/DDHS/DDHS-PoD-2/P/CIR/2024/158 dated November 13, 2024, regarding
relaxation from certain provisions for units allotted to an employee benefit trust for the
purpose of a unit based employee benefit scheme, Alignment of timelines for making
distribution by REITs and Format of Quarterly Report and Compliance Certificate.
This circular shall be applicable with immediate effect.
The aforesaid circular is attached for reference.
Listed entities are requested to take note and comply accordingly.
Guidance Note on Regulation 13(3) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 - Investor Complaints Report
As per regulation 13(3) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the listed entity shall file with the recognized stock exchange(s) on a
quarterly basis, within twenty-one days from the end of each quarter, a statement giving the
number of investor complaints pending at the beginning of the quarter, those received during
the quarter, disposed of during the quarter and those remaining unresolved at the end of
the quarter.
The listed company receives complaints from different sources such SEBI SCORES,
Exchange, hard copies, or emails to officials handling investor grievances, etc. Over the
period Exchange has observed that, No. of complaint received, resolved, and pending
reported by the listed company is not corresponding to the complaints forwarded by
Exchange and SEBI SCORES.
For example, company ‘A Limited’ has received 5 complaints through SCORES, 5
complaints from Exchange and 5 complaints are directly received by the Company through
email / letter, of which resolved 3 SCORES, 2 Exchange and 5 directly received complaints
during the quarter. Hence the total complaints received is 15, resolved are 10 complaints
and pending are 5 complaints as on the end of the quarter. However, the no. of complaints
disclosed in the quarterly Investor Complaint/s Report submitted to the Exchange is not in
line with above.
All investor complaints received by the company from different sources are to be considered
while determining the number of complaints to be submitted in the quarterly report. In case
of deviation observed, necessary actions may be initiated against the company.
Formats specifying disclosure of Corporate Governance by High value debt listed
entities
12
SEBI (Listing and Obligations and disclosure Requirements), Regulations 2015 (“Listing
Regulations”) were amended vide notification dated September 07, 2021, providing for the
applicability of Regulations 15 to 27, relating to corporate governance on high value debt
listed entities on comply or explain basis until March 31, 2023.
In this regard, the following formats and requirements for disclosures of corporate
governance requirements shall be applicable for the purpose of compliance:
a) SEBI circular No. CIR/CFD/1/27/2019 dated February 08,2019 on the Annual
Secretarial Audit Report and Secretarial Compliance report.
b) Annexure 1 of SEBI circular No SEBI/HO/CFD/CMD-2/P/CIR/2021/567 dated May
31,2021 on the quarterly format for reporting on Corporate Governance compliances.
c) Part C (disclosures in corporate governance report as part of annual report), D
(Declaration by CEO on compliance of the management and directors with the code
of conduct) and E (Compliance certificate by auditors or practising Company
Secretary of corporate governance compliance) of schedule V of the SEBI (Listing
obligations and Disclosure Requirements) Regulations, 2015.
The Listed Companies are required to submit the same in pdf form through BSE listing
centre.
Formats specifying disclosure of Corporate Governance by High value debt listed
entities
SEBI (Listing and Obligations and disclosure Requirements), Regulations 2015 (“Listing
13
Regulations”) were amended vide notification dated September 07, 2021, providing for the
applicability of Regulations 15 to 27, relating to corporate governance on high value debt
listed entities on comply or explain basis until March 31,2023.
In this regard, the following formats and requirements for disclosures of corporate
governance requirements shall be applicable for the purpose of compliance:
a) SEBI circular No. CIR/CFD/1/27/2019 dated February 08,2019 on the Annual
Secretarial Audit Report and Secretarial Compliance report.
b) Annexure 1 of SEBI circular No SEBI/HO/CFD/CMD-2/P/CIR/2021/567 dated May
31,2021 on the quarterly format for reporting on Corporate Governance compliances.
c) Part C (disclosures in corporate governance report as part of annual report), D
(Declaration by CEO on compliance of the management and directors with the code
of conduct) and E (Compliance certificate by auditors or practising Company
Secretary of corporate governance compliance) of schedule V of the SEBI (Listing
obligations and Disclosure Requirements) Regulations, 2015.
The Listed Companies are required to submit the same in pdf form through BSE listing
centre for the quarter ended September 30, 2021.
Guidance note with respect to Regulations 50(3) and 51 (2) of Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015
Please find enclosed the Guidance Note of the Exchange with respect to the Regulations
14
50(3) and 51 (2), Schedule III, Part B, Item 15 of Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI (LODR)
Regulations).
Please find below in Annexure 1, the guidance note w.r.t Regulations 50(3) and 51 (2).
Annexure I
Guidance Note on Regulations 50(3) and Disclosures as specified in item 15 of Part
B of Schedule III of Regulation 51 (2) of Listing Regulations
Question 1: Is prior intimation required to be given to the Exchange of board /
committee meeting wherein any changes in terms of issue or such other matter
affecting the rights or interests of holders of non-convertible debt securities or non-
convertible redeemable preference shares is proposed to be considered?
Answer: Yes, prior intimation is required to be given in the above case. Regulation 50(3)
of SEBI (LODR) Regulations provides that the listed entity shall intimate to the stock
exchange(s), at least 2 working days in advance, excluding the date of the intimation and
date of the meeting, regarding the meetings of its board of directors, at which any matter
affecting the rights or interests of holders of non-convertible debt securities or non-
convertible redeemable preference shares is proposed to be considered.
Question 2: Does the issuer require to disclose to the Exchange, the outcome of the
board / committee meeting wherein any matter as stated above is considered?
Answer: Yes, the outcome of any board / committee meeting wherein any change in terms
of issue or any other matter affecting the rights or interests of holders of non-convertible
debt securities or non-convertible redeemable preference shares has been considered, is
required to be disclosed to the Exchange. As per Regulation 51(2), Schedule III Part B Item
15 of SEBI (LODR) Regulations, the listed entity shall promptly disclose to the stock
exchanges, all the information, report, notices, call letters, circulars, proceedings, etc.
concerning non-convertible redeemable preference shares or non-convertible debt
securities.
Question 3: Does the notice, call letters, circulars, proceedings, proposal/resolution
etc. of the meeting of non- convertible debenture holders/ non- convertible
redeemable preference shareholders and/or any proposal/ resolution sent to them
directly by the issuer or through its debenture trustee is required to be submitted to
the Exchange?
Answer: Yes. In terms of SEBI LODR Regulation 51(2), Schedule III Part B Item 15, issuers
are required to promptly disclose to the Exchange, any notices, call letters, circulars,
proceedings, proposal/resolution etc. circulated to the debenture holders/ non-convertible
redeemable preference shareholders.
Question 4: Where and how to submit the aforesaid disclosures?
Answer: The disclosures are required to be submitted through BSE Listing Centre using
the following path:
15
50(3): compliances > Reg. 50 (3) - Board Meeting Intimation > General Announcements >
Compliances-Reg. 50 (3) - Board Meeting Intimation
51(2): Compliances > Reg. 51 (1), (2) - Price Sensitive information / disclosure of event /
Information > General Announcements > Compliances-Reg. 51 (1), (2) - Price Sensitive
information / disclosure of event / Information
Clarification pertaining to submission of disclosures along with the financial
statements by listed entities for the purpose of compliance with SEBI CP circulars
read with SEBI LODR Regulations,2015
The Securities Exchange Board of India has issued a communication to the Exchange with
regards to compliance with the SEBI Commercial Papers (CP) circulars read with Regulation
52(4)(d) of SEBI LODR Regulations, 2015. It has been observed that some issuers of Listed
CPs had not disclosed their CP obligations in the FY 19-20 financial statements, which was
required under the SEBI Commercial Papers (CP) circulars read with Regulation 52(4)(d) of
SEBI LODR Regulations, 2015.
In this communication, SEBI has advised that the issuer(s) of the listed CP shall disclose
detailed data regarding previous due dates for repayment of principal of CPs/NCDs/NCRPS
along with the payments of interest/dividend for NCDs/ NCRPS and whether the same has
been paid or not, while submitting half yearly/annual financial statements to the Exchange.
The disclosures should be done as per the provisions of Regulation 52(4)(d).
The issuer should disclose information for all outstanding ISINs about previous due date for
the payment of interest/ dividend for non-convertible redeemable preference shares/
repayment of principal of non-convertible preference shares /non-convertible debt
securities/Commercial Papers and whether the same has been paid or not. Further, if the
issuer has paid any amounts in the current reporting period, which was due in the previous
reporting periods, the same shall also be disclosed along with the financial results.
CP issuers are advised to ensure strict compliance of the above while submitting their
financial results.
Enforcement of SEBI Orders regarding appointment of Directors by the listed
companies
SEBI has issued instructions to all the Exchanges on June 14, 2018, wherein SEBI has
referred to enforcement of its Orders debarring entities/individuals from accessing the
16
capital markets and / or restraining from holding position of directors in any listed
company.
Vide this communication, SEBI has issued certain directions regarding enforcement and
monitoring of the appointment of restrained persons mentioned in the SEBI orders.
Accordingly, the directions issued for the Listed Companies are as follows:
a. Listed companies and its Nomination Committee while considering a person for
appointment as director, shall verify that the said person is not debarred from holding
the office of director pursuant to any SEBI order.
b. The Listed Companies shall, while informing the Exchange through corporate
announcements for appointment of Director, specifically affirm that the Director being
appointed is not debarred from holding the office of director by virtue of any SEBI
order or any other such authority. Non-inclusion of such fact will be regarded as
inadequate submission and the same would be subject to action as deemed fit under
Regulation 30 of the LODR.
c. In case an existing director is restrained from acting as a director by virtue of any
SEBI order or any other such authority, the director shall voluntarily resign with
immediate effect, failing which the listed entity shall initiate the process of removal of
such director in terms of relevant sections of the Companies Act, 2013, and inform
the Exchange about the same.
Clarification in respect of Securities and Exchange Board of India (Issue and Listing
of Non-Convertible Securities) (Amendment) Regulations, 2024
SEBI vide its Notification No. SEBI/LAD-NRO/GN/2024/190 dated July 10, 2024, titled
“Securities And Exchange Board Of India (Issue And Listing Of Non-Convertible Securities)
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(Amendment) Regulations, 2024” had inserted the following in regulation 23, after sub-
regulation (6):
“(7) (a) The issuer shall fix a record date for the purposes of payment of interest, dividend
and payment of redemption or repayment amount or for such other purposes as specified
by the Board.
(b) Such record date shall be fixed at fifteen days prior to the due date of payment interest
or dividend, repayment of principal or any other corporate actions.”
The said amendment is applicable to all listed and proposed to be listed non-convertible
securities.
All entities having their Non-Convertible Securities listed with Exchange are required to fix
a record date in compliance with the abovementioned amendment. Listed entities are further
required to make necessary changes in listing documents/disclosures submitted with
exchange (if required).
All entities having their Non-Convertible Securities listed with Exchange and or to be listed
with Exchange are requested to take note of the provisions of this amendment and ensure
compliance with the same in a timely manner.
Policy for exemption of fines levied as per the provisions of SEBI SOP Circular -
Debt
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Reasons for Waiver / Reduction of Penalty levied under SEBI SOP circular
For considering a company’s case for waiver of penalty, the company would be required to
disclose to the Exchange, the events that prevent / impact filing of compliances as
mentioned in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
(‘Listing Regulations’), as amended from time to time, either immediately or as soon as
practically possible. Further, a case for waiver or reduction of fine shall be considered only
where the applicant company has fully complied with all its compliances under the Listing
Regulations, other applicable regulations and circulars issued thereunder.
The events referred to below, shall be disclosed along with the relevant supporting
documents evidencing the same, including the impact assessment of the event, duly
certified by the Company Secretary or the Compliance Officer. In case of impact on filing of
Financials, the same shall be certified by the Statutory Auditor of the company.
Non-disclosure of the events preventing / impacting filing of compliances in a timely manner
may result in rejection of request for waiver / reduction of fine.
The indicative list of events that may be considered by the Exchange for granting waiver or
reduction of fine levied under SOP for compliance with Listing Regulations are mentioned
below along with criteria to be considered:
1. Natural calamity (Act of GOD)
In the event of Natural calamity, the following will be considered while approving such
request:
a. Whether the event had occurred during the period under review or during the period
of filing the compliances
b. Where did the event occur and how it impacted the requisite disclosure from being
made in time bound manner.
c. Event is notified to the Exchange as soon as possible, along with periodic updates.
d. In order to claim the waiver/reduction of penalty, company will have to adequately
demonstrate that the said Natural Calamity resulted in the company not being able
to comply with the applicable Regulations.
2. Seizure / Capture of books / computers etc., by regulatory / statutory authorities
On account of seizure of documents / computer hardware / software, etc., as the case may
be, by regulatory or statutory authorities:
1. The event should have been intimated as a material event at the time of seizure /
capture along with the relevant documentation evidencing the same, including the
impact assessment of the event duly certified by the Company Secretary or the
Compliance Officer e.g. seizure report / panchnama
2. The seizure / capture should have occurred during the periods under review or during
the period of filing the compliances
3. Impossibility of Compliance
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In case of any non-compliance arising out of inability of company to comply on account
of any of the following reasons:
a) make any appointment to the Board of Directors / of KMPs due to pending approval
for appointment of Directors / KMP etc., from the Government (Ministry)/ Regulator/
Any Statutory Authority.
b) any steps taken by Government (Ministry)/ Regulator/ Court /Tribunal/ Any Statutory
Authority, resulting in the non-compliance relating to Board composition e.g.
appointment of a nominee director by relevant authorities, leading to the prevailing
compliance becoming a non-compliance.
c) casual vacancy caused on account of resignation/ removal/ death/ disappearance of
directors or KMPs/Statutory Auditor.
4. Court / Regulatory directions that resulted or prevented or exempted the
disclosure required to be made or fines required to be paid.
This would include companies which have obtained BIFR/NCLT order exempting the
companies from paying fines or Companies where the Order of Appointment of
Provisional / Official Liquidator has been issued.
5. Material events occurring that are beyond the control of the company
Accidental reasons, including those mentioned in the Listing Regulations, e.g. strikes,
lockouts and other reasons. The event shall be disclosed to the Exchange as per
Regulation 51 of Listing Regulations. The event should have been intimated as a
material event either immediately or as soon as practically possible but not later than 24
hours from the date of occurrence of the event or receipt of information along with the
relevant documentation evidencing the same, including the impact assessment of the
event duly certified by the Company Secretary or the Compliance Officer.
Further as a general principle, waiver or exemption may be considered even for quarters
in which the event has not occurred, but the impact of the event as mentioned prevents
the company from complying with the disclosures required under the Listing
Regulations.
PRE-CONDITIONS FOR ACCEPTING APPLICATIONS FOR FULL / PARTIAL WAIVER
OF FINES
1. The above list of events may be revised from time to time by the Exchanges after joint
consultation and disseminated on the Exchange websites. The Exchanges may jointly
consider any event which is not mentioned in the above list that deserves full or partial
exemption / waiver based on reasons recorded in writing. However, the governing
principle while considering such exemption / reduction in penalty, shall be that the non-
compliance has occurred due to circumstances which were beyond the control of the
Company and the Company has demonstrated that it has taken sufficient steps at the
earliest to rectify the non-compliance and the Company has made disclosure of such
event to the Exchange at the earliest.
2. Companies should file their application in the prescribed mode as mentioned in the notice
of levy of penalty, requesting for waiver of fines along with specific reasons for claiming
the same, within 15 days from the date of Exchange communication intimating about levy
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of fines, failing which such application shall be liable for rejection.
3. Further the happening of any event listed above does not automatically confer any right
or entitlement to waiver of fine and request for waiver/ reduction in penalty shall be
considered only upon the company applying for the waiver with full underlying facts and
evidences and after ascertaining the facts in the matter. It may be noted that the decision
of the Exchange shall be final and repeated applications for waivers that are declined
earlier, would not be entertained, unless there are any mitigating fresh facts. The
Exchange reserves the right to accede to or deny the request for waiver/ reduction in
penalty, for reasons to be recorded in writing.
4. An illustrative list of scenarios which cannot be considered to fall within the ambit of
“events” entailing waiver or reduction of fine is given below
i. Company has applied for waiver of fine without specifying any reason for the delayed
compliance.
ii. Company has been unable to find suitable candidate for Compliance Officer/Director
(s) due to ongoing financial position of company, or lack of operations or is a loss-
making company.
iii. Company has been unable to file disclosure due to non-receipt of data from
RTA/Depository.
iv. Non-compliance / Delay in compliance due to non-availability/resignation of
compliance officer, beyond the prescribed time available under law.
v. Company is under process of Corporate Debt Restructuring, declared as NPA by
lenders, etc.
Applications for waiver of fines will be considered only after the applicant company has
first complied with the compliance for which it is seeking full / partial waiver of fines,
as required under the Listing Regulation. Till the time the waiver request is decided by the
Exchange, further actions such as non-allowance of securities issuance and further listings,
etc. prescribed under the SEBI SOP Circular dated November 13, 2020 / December 29,
2021 (as applicable) may be kept on hold only for those companies whose requests for
waivers fall under the Criteria (1) to (5) given above.
Measures to facilitate ease of doing business w.r.t. framework for assurance or
assessment, ESG disclosures for value chain, and introduction of voluntary
disclosure on green credits.
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The Securities and Exchange Board of India (SEBI) has issued circular No.
SEBI/HO/CFD/CFD-PoD-1/P/CIR/2025/42 dated March 28, 2025, regarding Measures to
facilitate ease of doing business with respect to framework for assurance or assessment,
ESG disclosures for value chain, and introduction of voluntary disclosure on green credits.
Vide this circular partial modifications are being carried out in the Master Circular No.
SEBI/HO/CFD/PoD2/CIR/P/0155 captioned, “Master circular for compliance with the
provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 by listed entities”, dated November 11, 2024.
The provisions under this Section shall be applicable for BRSR disclosures for FY 2024-25
and onwards.
The aforesaid circular is attached for reference.
All Listed companies are requested to take note and comply accordingly.
Amendment to Master Circular for Real Estate Investment Trusts (REITs) dated May
15, 2024
The Securities and Exchange Board of India (SEBI) has issued circular No.
SEBI/HO/DDHS/DDHS-PoD-2/P/CIR/2025/43 dated March 28, 2025, regarding
Amendment to Master Circular for Real Estate Investment Trusts (REITs) dated May 15,
2024.
This circular shall come into force with immediate effect.
The aforesaid circular is attached for reference.
Listed entities are requested to take note and comply accordingly.
Amendment to Master Circular for Infrastructure Investment Trusts (InvITs) dated
May 15, 2024
The Securities and Exchange Board of India (SEBI) has issued circular No.
SEBI/HO/DDHS/DDHS-PoD-2/P/CIR/2025/44 dated March 28, 2025, regarding
Amendment to Master Circular for Infrastructure Investment Trusts (InvITs) dated May 15,
2024.
This circular shall come into force with immediate effect.
The aforesaid circular is attached for reference.
Listed entities are requested to take note and comply accordingly.
Disclosures in the offer document as per the requirement of SEBI NCS regulation,
2021
The Company’s proposing to issue non-convertible debt securities are required to make
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disclosures in the offer document as per the requirement of Schedule I of SEBI NCS
Regulation, 2021.
It is noted that in few of the issues, the issuers have given reference to a separate document
with respect to few of the Schedule I disclosures (such as covenants including the
accelerated payment covenants given by way of side letters).
As per SEBI directives, the issuers are requested to ensure that all the disclosures as per
the regulatory requirement are included in the offer document itself and no reference of a
separate document is given for the same.
Enclosed hereby the updated checklist for in-principle and Listing approval for listing of Non-
Convertible Debt Securities (NCDs)/Non-Convertible Redeemable Preference Shares
(NCRCPS)/ Perpetual Debt Instruments (PDIs)/ Perpetual Non-Cumulative Preference
Shares (PNCPS)/Structured or Market linked securities (MLDs) to be issued on private
placement basis.
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