SEBI issues Master Circular on Non-Convertible Securities, Debt Securities, and Commercial Paper to serve as a comprehensive guide for issuers

On 22-05-2024, the Securities and Exchange Board of India (‘SEBI’) issued a Master Circular for issue and listing of Non-Convertible Securities, Securitised Debt Instruments, Security Receipts, Municipal Debt Securities, and Commercial Paper. This came into effect on 22-05-2024.

Key Points:

1. Since the merger and repeal of the SEBI (Issue and Listing of Debt Securities) Regulations, 2008, and SEBI (Issue and Listing of Non-Convertible Redeemable Preference Shares) Regulations, 2013, multiple circulars have been issued by SEBI related to the procedural and operational aspects which have been incorporated in this Master Circular.

2. The circulars mentioned in Annex — 1 which have been repealed by this master circular are:

   • Circular dated 7-7-2023– Master Circular for issue and listing of Non-convertible Securities, Securitised Debt Instruments, Security Receipts, Municipal Debt Securities, and Commercial Paper.

   • Circular dated 4-9-2023- New format of Abridged Prospectus for public issues of Non-Convertible Debt Securities and/or Non-convertible Redeemable Preference Shares.Circular dated 19-10-2023- Ease of doing business and development of corporate bond markets — revision in the framework for fund raising by issuance of debt securities by large corporates.

   • Circular dated 28-12-2023- Modifications to provisions of Chapter XXI of NCS Master Circular dealing with registration and regulatory framework for Online Bond Platform Providers.

3. Any action done or application made which remains pending before the board under the rescinded circulars, will be deemed to have taken place or made under the corresponding provisions of the Master Circular.

4. The master circular directed the recognized stock exchanges, depositories, other SEBI registered members, issuers, and other stakeholders to:

   • Make the provisions of this circular available on their website

   • Comply with the conditions of the circular

   • Establish the required systems and infrastructure for the implementation of the circular

   • Make any changes required to the bye-laws, rules — and regulations, or the bidding portal as a consequence of the master circular

   • Create awareness among the stakeholders

   • Monitor the compliance of this circular by the issuer companies