BSE issues a clarification on SEBI circular on Enhanced Guidelines for Debenture Trustees and Listed Issuer Companies on Security Creation and Initial Due Diligence


It may be recalled that SEBI had previously issued a Circular dated December 19, 2022, regarding Clarification to SEBI circular dated August 04, 2022. This Circular pertained to enhanced guidelines for debenture trustees and listed issuer companies on security creation and initial due diligence. In continuation of its previous Circular, SEBI has now issued further clarifications by a notice dated 29th December, 2022.

In the present Circular, SEBI has now clarified on whether a new ISIN is to be allocated pursuant to any of the following:

a)     a change in underlying security

b)     creation of additional security; or

c)      creation of security in case of unsecured debt securities

It is clarified that none of the above cases would constitute a change in the structure of the non-convertible debt securities. This is subject to no other changes being effected to the terms/ nature of issue of the non-convertible debt securities like maturity date, coupon rate, face value, redemption schedule, nature of the non-convertible debt securities (secured/unsecured) etc. Accordingly, Depository shall not assign a new ISIN in such cases.

However, where there is a change in the underlying security, the debenture trustee shall ensure compliance provisions of Regulation 15(1)(i) of SEBI (Debenture Trustees) Regulations, 1993.

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