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CIRCULAR – SEBI/HO/DDHS/RACPOD1/CIR/P/2023/0002

To,

Issuers who have listed and/ or propose to list Non-Convertible Securities, Securitised Debt Instruments, Security Receipts, Municipal Debt Securities, or Commercial Paper; Recognized Stock Exchanges;

All Debenture Trustees registered with SEBI;

All Credit Rating Agencies registered with SEBI;

All Depositories registered with SEBI

Madam/ Sir,

Sub: Monitoring and Periodical reporting of compliance with the requirements pertaining to the ‘Security and Covenant Monitoring’ system hosted by Depositories.

1. SEBI vide Circular SEBI/HO/MIRSD/MIRSD_CRADT/CIR/P/2021/618 dated August 13, 2021, specified the manner of recording of charges by Issuers and manner of monitoring and other responsibilities of stakeholders for ‘Security and Covenant Monitoring’ using Distributed Ledger Technology (DLT). Further, vide circular SEBI/HO/MIRSD/CRADT/CIR/P/2022/38  dated March  29,  2022the Operating Guidelines of the said system using DLT, including roles and responsibilities of the various stakeholders involved, were specified.

2. Depositories  shall ensure  periodic  monitoring  regarding compliance with  the requirements of various circulars pertaining to the ‘Security & Covenant Monitoring System’ issued by SEBI from time to time, including the circulars dated August 13, 2021, and March 29, 2022, and shall also bring to the notice of SEBI, any instances of non-compliance, on a quarterly basis, not later than one month from the end of the quarter, in the format specified as under:

ISINStakeholders  involved  &  their status of complianceReference to the provision of the relevant circulars pertaining to non-complianceReasons/ remarks  for such non-complianceDate of compliance/  expected date of compliance
 <Name of the Issuer>   
 <Name of the Debenture Trustee>   
 <Name of the Credit Rating Agency>   

3. Applicability: The provisions of this circular shall come into force from April 01, 2023.

4. This circular is issued in exercise of the powers conferred upon SEBI under Section 11 (1) of the Securities and Exchange Board of India Act, 1992 read with the provisions of Regulation 2A of the Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993, Regulation 55of the Securities and Exchange Board of India (Issue And Listing Of Non-Convertible Securities) Regulations, 2021, Regulation 29 of the Securities and Exchange Board of India (Issue and Listing of Municipal Debt Securities) Regulations, 2015, Regulation 48 of SDI Regulations, 2008and Regulation 20 of SEBI (Credit Rating Agencies) Regulations, 1999to protect the interest of investors in securities and to promote the development of, and to regulate, the securities market.

5.      This circular is available on the SEBI website at www.sebi.gov.in under the categories “Legal Framework” and “Circulars”

Yours faithfully,

Pradeep Ramakrishnan

General Manager

Department of Debt & Hybrid Securities

Email id: pradeepr@sebi.gov.in

Phone: +91-22-26449246