CIRCULAR

SEBI/HO/DDHS/DDHS_Div1/P/CIR/2022/167 November 30, 2022

To,

Issuers who have listed and/ or propose to list Non-convertible Securities, Securitised
Debt Instruments, Security Receipts or Municipal Debt Securities;
Recognised Stock Exchanges;
Registered Depositories;
Registered Credit Rating Agencies, Debenture Trustees, Depository Participants, Stock
Brokers, Merchant Bankers, Registrars to an Issue and Share Transfer Agents, Bankers
to an Issue;
Sponsor Banks; and
Self-Certified Syndicate Banks

Madam/ Sir,

Sub: Review of timelines for listing of securities issued on a private placement basis
(Revision in Chapter VII of the “Operational Circular for issue and listing of Non-convertible
Securities, Securitised Debt Instruments, Security Receipts, Municipal Debt Securities and
Commercial Paper”)

1. Chapter VII of the Operational Circular no. SEBI/HO/DDHS/P/CIR/2021/613 dated August

10, 2021, inter alia, prescribes provisions pertaining to timelines for listing of Non-
convertible Securities, Securitised Debt Instruments, Security Receipts and Municipal
Debt Securities, issued on a private placement basis.

2. SEBI has received feedback from market participants to consider standardizing the pre-
listing processes and revision of the time gap between credit confirmation and ISIN
activation in order to bring about efficiency in the market.

3. In order to bring about clarity and standardization in the process of issuance and listing of
such securities, on private placement basis, a list of the steps involved, pre-listing and
post-listing, and relevant timelines have been detailed, both through Electronic Book
Provider (EBP) platform and otherwise.

4. Further, to bring about efficacy in the listing process and to expedite the availability of
securities for trading by the investors, the timeline for listing is being reduced from T+4 to
T+3 days (wherein T refers to issue closure date).

5. Additionally, in terms of Regulation 6 of the SEBI (Issue and listing of Non-convertible

Securities) Regulations, 2021 and Regulation 4A of the SEBI (Issue and Listing of
Municipal Debt Securities) Regulations, 2015, timelines for making an application for in-
principle approval to the stock exchange(s) where the issuer intends to list its securities
and/ or receipt of in-principle approval from the stock exchange(s), are being incorporated.

6. Accordingly, the extant Chapter VII (Standardization of timelines for listing of securities
issued on a private placement basis) of the aforementioned Operational Circular is being
replaced with a revised Chapter, as enclosed herewith, Annex – A.

7. The provisions of this circular shall come into effect from January 1, 2023.

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8. Recognized Stock Exchanges and Depositories are directed to:

a. put in place necessary systems and infrastructure for implementation of this circular;
b. bring the provisions of this circular to the notice of listed entities/ issuers of listed Non-
Convertible Securities, Securitised debt instruments, and/ or municipal debt securities;
c. monitor the compliance with the provisions of the circular;
d. disseminate the provisions of the circular on their website;
e. make consequential changes, if any, to their respective bye-laws; and
f. communicate and create awareness amongst stakeholders.

9. The Circular is issued in exercise of the powers conferred under Section 11(1) of the
Securities and Exchange Board of India Act, 1992 read with Regulation 55 of the SEBI
(Issue and Listing of Non-convertible Securities) Regulations, 2021, Regulations 48 of
SEBI SDI Regulations, 2008 and Regulation 29 of SEBI (Issue and Listing of Municipal
Debt Securities) Regulations, 2015, to protect the interest of investors in securities and to
promote the development of, and to regulate the securities market.

10. This Circular is available at www.sebi.gov.in under the link “LegalCirculars”.

Yours faithfully,

Pradeep Ramakrishnan
General Manager
Department of Debt and Hybrid Securities
+91 – 022 2644 9246
[email protected]

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 ANNEX – A

Chapter VII - Standardization of timelines for listing of securities issued on a

private placement basis1

[See Regulations 6, 44 and 46 of SEBI NCS Regulations, 2021, Regulations 24 and

38D of the SEBI SDI Regulations, 2008 and Regulations 4A, 4E and Clause 7(m) of
Schedule I of SEBI ILDM Regulations, 2015]

1. This chapter shall be applicable for non-convertible securities, securitised debt

instruments, security receipts and municipal debt securities (hereinafter referred to
as “securities” in this chapter) issued on a private placement basis.

In-principle approval:

2. An issuer desirous of issuing and listing non-convertible securities or municipal debt

securities, shall make an application for in-principle approval to the stock
Exchange(s), in terms of Regulation 6 of the NCS Regulations or Regulation 4A of
the ILDM Regulations, respectively, complete in all respects, including the
submissions and disclosures, as may be specified by the stock exchange(s).

Timelines for issuance and listing of securities on private placement basis:

3. The timelines for each of the steps involved, from submission of the application for
in-principle approval to the listing of the security on the stock exchange(s), are given
below:

Table 1: Timelines for issuance and listing of securities on private placement basis

Category Timeline Nature of activity

(working EBP Non-EBP
day)
In-principle Prior to T-2/ Issuer shall ensure Issuer shall ensure
approval T-5 (EBP); receipt of in-principle receipt of in-principle
approval from the stock approval from the
Prior to T exchange(s) where it stock exchange(s)
(Non-EBP) wishes to list its proposed where it wishes to list
debt issuance/ securities, its proposed debt
prior to the date of issuance/ securities,
providing the Placement prior to issue open
Memorandum and term date.
sheet to the EBP(s), in
terms of paragraph 5.2 of
Chapter VI of the
Operational Circular.
Bidding On or Issuer shall provide the Issue period (open
announcement before T-1 bidding start time and and close date) is to
be disclosed by the

1
SEBI/HO/DDHS/CIR/P/2020/198 dated October 05, 2020;

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Category Timeline Nature of activity
(working EBP Non-EBP
day)
close time to EBP, on or Issuer in the
before T-1. Placement
memorandum.
Day of bidding/ T  Bidding on the EBP  Finalisation of
Issue period platform; allotments to investors
 Provisional allocation to on issue closure date.
the bidders by the issuer;  Communication about
 Communication about allotments and pay-in
allotments and pay-in obligations to the
obligations to the bidders; investors on issue
closure date.
ISIN On or  Issuer shall ensure receipt  Issuer shall ensure
allocation/ before T+1 of ISIN from a Depository receipt of ISIN from a
assignment/ prior to pay-in. Depository prior to
confirmation  Issuer shall apply to other pay-in.
by Depository Depository(ies) for  Issuer shall apply to
admission of such other Depository(ies)
proposed debt issuance. for admission of such
proposed debt
issuance.
Settlement On or  Pay-in by the bidders/  Receipt of funds by
before T+1/ allottees; the Issuer from
T+2 (as per  Communication of receipt investors;
settlement of money to the Issuer;  Finalisation of
cycle  Finalisation of allocation allocation by the
chosen by by the Issuer; Issuer;
 Payment of stamp duty by  Payment of stamp
the Issuer)
Issuer; duty by Issuer;
(EBP);
 Filing of Corporate action  Filing of Corporate
file by RTA; action file by RTA;
On or  Conclusion of Corporate  Conclusion of
before T+2 action/ demat credit by the Corporate action/
(Non-EBP); Depositories; demat credit by the
 Pay-out of funds to the Depositories;
Issuer;  Issue of credit
 Issue of credit confirmation letter by
confirmation letter by Depositories to Issuer;
Depositories to Issuer;
Listing On or  Issuer shall make an  Issuer shall make an
before T+3; application for listing of its application for listing
non-convertible securities of its non-convertible
or municipal debt securities, municipal
securities, to the stock debt securities,
exchange(s), in terms of securitised debt
Regulation 44 of the NCS instruments or
Regulations or Regulation security receipts, to
4E of the ILDM the stock
Regulations, respectively, exchange(s), in terms
complete in all respects, of Regulation 44 of the
including the submissions NCS Regulations,

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 Category Timeline Nature of activity
(working EBP Non-EBP
day)
and disclosures, as may Regulation 4E of the
be specified by the stock ILDM Regulations or
exchange(s), and within Regulations 35 and
the timelines as may be 38D of the SDI
specified by the stock Regulations,
exchange(s). respectively, complete
 Confirmation of listing in all respects,
permission to Issuer by including the
the stock exchange(s). submissions and
 ISIN activation by the disclosures, as may
Depositories. be specified by the
stock exchange(s),
and within the
timelines as may be
specified by the stock
exchange(s).
 Confirmation of listing
permission to Issuer
by the stock
exchange(s).
 ISIN activation by the
Depositories.
*For privately placed issues through EBP, T implies bidding date; for privately
placed issues outside EBP, T implies issue open date;

Note: In the above table, for privately placed issue outside EBP, for illustration, it is
assumed that issue is open for one day only. In case issue is kept open for more
than one day, the timelines specified above for activities post the bidding date shall
be computed from issue closure date.

4. Stock exchange(s) are advised to inform the listing approval details to the
Depositories whenever listing permission is given to securities issued on private
placement basis.

5. Depositories shall activate the ISINs of securities issued on private placement basis
only after the stock exchange(s) have accorded approval for listing of such
securities.

Further, in order to facilitate re-issuances of new debt securities in an existing ISIN,

Depositories are advised to allot such new securities under a new temporary ISIN
which shall be kept frozen. Upon receipt of listing approval from stock exchange(s)
for such new securities, the securities credited in the new temporary ISIN shall be
debited and the same shall be credited in the pre-existing ISIN of the existing
securities, before they become available for trading.

6. In case of delay in listing of securities issued on privately placement basis beyond

the timelines specified above, the issuer shall pay penal interest of 1% p.a. over the
coupon/ dividend rate for the period of delay to the investor (i.e. from the date of
allotment to the date of listing).

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7. The stock exchanges are advised to issue necessary directions regarding:

a. the submissions/ disclosures required to be made by an issuer at the time of

making an in-principle approval application and listing application; and

b. the timelines within which such application for in-principle approval and listing,
is to be made by an Issuer.

8. The stock exchanges may permit deviation from the above, if found necessary,
subject to the outer limit of T+3 days for conclusion of listing process, after recording
the reasons in writing.

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