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Date: 2024-01-03 Category: Not Applicable State: Union Government Country: India

Master Direction – Reserve Bank of India (Commercial Paper and Non-Convertible Debentures of original or initial maturity upto one year) Directions, 2024

Issued by Reserve Bank of India · Not Applicable

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Executive Summary & Key Takeaways

## Report on Master Direction: Reserve Bank of India Commercial Paper and Non-Convertible Debentures (Up to One Year) Directions, 2024 **1. Executive Summary:** This report provides an overview of the Master Direction Reserve Bank of India (RBI) Commercial Paper (CP) and Non-Convertible Debentures (NCDs) of original or initial maturity up to one year Directions, 2024, as issued by the Reserve Bank of India on January 3, 2024. This is a new policy that establishes a comprehensive regulatory framework for the issuance, trading, and reporting of CPs and NCDs with maturities of up to one year. Key findings include eligibility criteria for issuers and investors, specific guidelines for primary issuance, secondary market trading, buybacks, and reporting requirements. The Direction aims to streamline and enhance transparency in the CP and NCD markets. **2. Introduction:** This report aims to provide stakeholders within the financial industry with an informative overview of the Reserve Bank of India's Master Direction concerning Commercial Paper and Non-Convertible Debentures with original or initial maturity of up to one year, based solely on the text provided in the policy document dated January 3, 2024. **3. Policy Overview:** This is a *new* policy, establishing comprehensive directions for CPs and NCDs. * **Core Objective(s) (Inferred):** The core objectives, as inferred from the text, are to: * Provide a comprehensive regulatory framework for Commercial Paper and Non-Convertible Debentures with original or initial maturity of up to one year. * Promote orderly development and functioning of the money market. * Enhance transparency and standardization in the issuance, trading, and settlement of CPs and NCDs. **4. Background and Rationale:** * **New Policy:** Based on the provided text, the policy addresses the need for a consolidated and updated regulatory framework for CPs and NCDs. The reference to a review of existing directions and market feedback suggests a move to address gaps, inconsistencies, or outdated practices in the money market, specifically concerning these short-term debt instruments. The previous directions have been superseded indicating a need for updated guidelines. **5. Key Provisions / Changes:** * **New Policy:** The policy establishes several key provisions: * **Eligible Issuers:** Defines eligible issuers of CPs and NCDs, including companies, NBFCs, AIFIs, InvITs, REITs, and other body corporates with a minimum net worth of ₹100 crore, subject to their fund-based facilities being classified as 'Standard'. Cooperative societies and limited liability partnerships with similar net worth may also issue CPs. * **Eligible Investors:** Specifies that all residents are eligible to invest in CPs and NCDs, and non-residents can invest to the extent permitted under FEMA regulations. Prohibits investment by related parties in the primary or secondary market. * **Primary Issuance Guidelines:** Sets out rules for issuance, including dematerialized form, minimum denomination of ₹5 lakh, tenor restrictions (7 days to 1 year for CPs; 90 days to 1 year for NCDs), prohibition of call/put options and underwriting, mandatory disclosures in offer documents (Annex I), and a settlement period not exceeding T+4 working days. Limits individual subscription to 25% of total issuance. * **Discount/Coupon Rate:** CPs are to be issued at a discount to face value, while NCDs can be issued at a discount or with fixed/floating rate coupons. Floating rate NCDs must be linked to benchmarks published by a Financial Benchmark Administrator or approved by FIMMDA. * **Credit Enhancement:** Allows Banks and AIFIs to provide credit enhancement based on their commercial judgement. Non-bank entities may provide guarantees for group entities. * **End-Use:** Funds raised through CPs and NCDs are primarily intended for financing current assets and operating expenses, with a requirement for detailed disclosure of specific end-use in the offer document and a certificate from the CEO/CFO. * **Rating Requirement:** Prescribes a minimum credit rating of A3 for CP and NCD issuances. * **Primary Market Conditions:** Mandates the appointment of an IPA for each issuance and a Debenture Trustee for each NCD issuance. Subscription must be routed through the IPA. * **Secondary Market Trading and Settlement:** Permits trading in OTC markets (including ETPs) or recognized stock exchanges, requires T+0 or T+1 settlement cycle for OTC trades, and mandates DvP settlement through a clearing corporation. * **Buyback:** Allows issuers to buyback CPs after 7 days and NCDs after 90 days from the date of issue, subject to identical terms for all investors and payment routed through the IPA. * **Repayment and Default:** Sets guidelines for repayment of CPs/NCDs and reporting defaults to the IPA and Debenture Trustee, with public dissemination of default information. It outlines procedures for repayment of defaulted obligations. Restrictions on issuing CPs/NCDs post default are also specified. * **Reporting Requirements:** Mandates reporting of primary issuances, secondary market transactions, buybacks, and defaults on the FTRAC platform. Depositories must report holdings, and Debenture Trustees must report outstanding amounts and defaults quarterly to the RBI. * **Roles and Responsibilities:** Defines the roles and responsibilities of IPAs, Debenture Trustees, and Credit Rating Agencies in CP and NCD markets. **6. Target Audience and Stakeholders:** Based on the provided text, the target audience and stakeholders directly affected by these directions include: * Companies issuing CPs and NCDs. * Non-Banking Financial Companies (NBFCs) issuing CPs and NCDs. * All India Financial Institutions (AIFIs). * Investors in CPs and NCDs (both resident and non-resident). * Issuing and Paying Agents (IPAs). * Debenture Trustees. * Credit Rating Agencies (CRAs). * Depositories. * Recognised stock exchanges. * Clearing Corporation of India Ltd (CCIL). **7. Implementation Aspects (Inferred):** * **Responsible Agency/Bodies:** The Reserve Bank of India (RBI) is the primary responsible agency. Other key bodies involved include: * Issuing and Paying Agents (IPAs). * Debenture Trustees. * Credit Rating Agencies (CRAs). * Depositories. * Clearing Corporation of India Ltd (CCIL). * Fixed Income Money Market and Derivatives Association of India (FIMMDA). * **Timelines and Procedures:** * The Directions come into effect from April 1, 2024. * Primary issuances of CPs and NCDs must be settled within T+4 working days. * IPAs must make funds for redemption available by 3:00 P.M. on the redemption date. * Details of issuances, transactions, buybacks, and defaults must be reported on the FTRAC platform by specific deadlines. * Depositories must report holdings to the Reserve Bank at fortnightly intervals. * Debenture Trustees must report quarterly to the Reserve Bank within 15 days from the end of the quarter. **8. Expected Outcomes / Impact of Changes:** * **New Policy:** The likely intended outcomes of this Master Direction, based on its stated provisions, include: * Increased transparency and standardization in the CP and NCD markets. * Improved regulatory oversight and risk management. * Enhanced investor protection through mandatory disclosures and reporting requirements. * Greater efficiency in the issuance, trading, and settlement processes. * Alignment with international best practices. * Facilitating smoother functioning of the money markets. **9. Conclusion:** The Master Direction Reserve Bank of India Commercial Paper and Non-Convertible Debentures of original or initial maturity upto one year Directions, 2024, issued on January 3, 2024, represents a significant step towards establishing a comprehensive and updated regulatory framework for short-term debt instruments in India. By defining eligibility criteria, setting issuance guidelines, and mandating robust reporting mechanisms, the RBI aims to promote transparency, efficiency, and stability in the CP and NCD markets. Implementation of these directions is crucial for all stakeholders to ensure compliance and contribute to the orderly development of the financial system.

Key Entities Referenced

RBIFMRD202324109: Document identifier. FMRD.DIRD.0914.02.001202324: Document identifier. January 03, 2024: Date of the notification. All Eligible Market Participants: Addressees of the notification. Master Direction Reserve Bank of India Commercial Paper and Non Convertible Debentures of original or initial maturity upto one year Directions, 2024: The title of the new master direction being issued. Statement on Developmental and Regulatory Policies: Refers to a statement containing policies. second Bimonthly Monetary Policy Statement for 201920 dated June 06, 2019: Refers to a specific monetary policy statement. Comprehensive Review of Money Market Directions: Refers to a review of money market directions. Call, Notice and Term Money: Refers to money market instruments Certificate of Deposit: Refers to a money market instrument. Commercial Paper: Refers to a money market instrument. NonConvertible Debentures: Refers to a money market instrument. December 04, 2020: Date when the draft directions were released for market feedback. Master Direction Reserve Bank of India Call, Notice and Term Money Markets Directions, 2021: Refers to a master direction about money markets. Master Direction Reserve Bank of India Certificate of Deposit Directions, 2021: Refers to a master direction about certificate of deposits. April 01, 2021: Date of issuance of the Master Direction Reserve Bank of India Call, Notice and Term Money Markets Directions, 2021. June 04, 2021: Date of issuance of the Master Direction Reserve Bank of India Certificate of Deposit Directions, 2021. section 45J: Section of the Reserve Bank of India Act, 1934. 45K: Section of the Reserve Bank of India Act, 1934. 45L: Section of the Reserve Bank of India Act, 1934. 45W: Section of the Reserve Bank of India Act, 1934. Reserve Bank of India Act, 1934: A legal act authorizing the directions. section 45U: Section of the Reserve Bank of India Act, 1934. Dimple Bhandia: Chief General Manager. Financial Markets Regulation Department: Department of the Reserve Bank of India. Central Office: Refers to the location of Financial Markets Regulation Department. Mumbai 400 001, India: Address of the Central Office of the Financial Markets Regulation Department. FINANCIAL MARKETS REGULATION DEPARTMENT: The department issuing the notification. Notification No. FMRD.DIRD.1014.02.001202324: Notification number. FMD.MSRG.4902.13.0162010 2011: Notification number being superseded. July 28, 2010: Date of Notification No. FMD.MSRG.4902.13.0162010 2011. Section IV of FMRD. Master Direction No. 2201617: Master Direction number being superseded. July 07, 2016: Date of Section IV of FMRD. Master Direction No. 2201617. Direction No. FMRD.DIRD.01CGM TRS 2017: Direction number being superseded. August 10, 2017: Date of Direction No. FMRD.DIRD.01CGM TRS 2017. Reserve Bank: Refers to the Reserve Bank of India. Commercial Paper CP: An unsecured money market instrument issued in the form of a promissory note. NonConvertible Debenture NCD: A secured money market instrument with an original or initial maturity upto one year. April 01, 2024: Date from which the directions come into effect. All India Financial Institution AIFI: An entity which includes Export Import Bank of India, National Bank for Agriculture and Rural Development, National Housing Bank, Small Industries Development Bank of India and National Bank for Financing Infrastructure and Development. Export Import Bank of India: An All India Financial Institution. National Bank for Agriculture and Rural Development: An All India Financial Institution. National Housing Bank: An All India Financial Institution. Small Industries Development Bank of India: An All India Financial Institution. National Bank for Financing Infrastructure and Development: An All India Financial Institution. Banking Regulation Act, 1949: A legal act about banking regulations. Body corporate: Any entity incorporated by or under any Statute for the time being in force but does not include a cooperative society registered under any law relating to cooperative societies. Companies Act, 2013: A legal act about companies. Delivery versus Payment DvP: A settlement mechanism which stipulates that transfer of funds from the buyer of securities is made simultaneously with the transfer of securities by the seller of securities. Depositories Act, 1996: A legal act about depositories. Debenture Trustee: An entity registered with SEBI as debenture trustee under the SEBI Debenture Trustees Regulations, 1993. SEBI Debenture Trustees Regulations, 1993: Regulations for debenture trustees. Electronic Trading Platform ETP: Meaning assigned in paragraph 21 iii of the Electronic Trading Platforms Reserve Bank Directions, 2018 dated October 05, 2018. Electronic Trading Platforms Reserve Bank Directions, 2018: Directions about electronic trading platforms. October 05, 2018: Date of the Electronic Trading Platforms Reserve Bank Directions, 2018 Financial Benchmark Administrator FBA: A person who controls the creation, operation and administration of financial benchmarks authorized under the Reserve Bank of India Financial Benchmark Administrators Directions, 2023, dated December 28, 2023. Reserve Bank of India Financial Benchmark Administrators Directions, 2023: Directions about financial benchmark administrators. December 28, 2023: Date of the Reserve Bank of India Financial Benchmark Administrators Directions, 2023. Group entities: An arrangement involving two or more entities related to each other through any of the following relationships: a subsidiary parent defined in terms of IndAS 110AS 21; b joint venture defined in terms of IndAS 28AS 27 ; c associate defined in terms of IndAS 28AS 23; d Promoterpromotee as provided in the SEBI Acquisition of Shares and Takeover Regulations, 1997 for listed companies; e common brand name or f investment in equity shares of 20 per cent and above. IndAS 110AS 21: Accounting Standards related to subsidiary parent. IndAS 28AS 27: Accounting Standards related to joint venture. IndAS 28AS 23: Accounting Standards related to associate. SEBI Acquisition of Shares and Takeover Regulations, 1997: Regulations related to Promoterpromotee. Infrastructure Investment Trust InvIT: A business trust as defined in subclause i of clause 13A of section 2 of the Incometax Act, 1961. Incometax Act, 1961: A legal act about income tax. Issuing and Paying Agent IPA: A Scheduled Commercial Bank undertaking duties and responsibilities specified under paragraph 7a of these Directions. Limited liability partnership: Meaning as assigned in Section 2n of the Limited Liability Partnership Act, 2008. Limited Liability Partnership Act, 2008: A legal act about limited liability partnerships. Money market instruments: Meaning as assigned in Section 45U b of the Reserve Bank of India Act, 1934. NonBanking Financial Company NBFC: A company as defined in Section 45 I f of the Reserve Bank of India Act, 1934. Foreign Exchange Management Act, 1999: A legal act about foreign exchange management. OvertheCounter OTC: Markets refers to markets where transactions are undertaken in any manner other than on recognised stock exchanges and shall include those undertaken on electronic trading platforms ETPs. Real Estate Investment Trust REIT: A business trust as defined in subclause ii of clause 13A of section 2 of the Incometax Act, 1961. Securities Contracts Regulation Act, 1956: A legal act about securities contracts regulation. Indian Accounting Standard Ind AS 24 Related Party Disclosures: Accounting Standard for Related Party Disclosures. International Accounting Standard IAS 24 Related Party Disclosures: Accounting Standard for Related Party Disclosures. Housing Finance Companies HFCs: Included in NBFCs. Fixed Income Money Market and Derivatives Association of India FIMMDA: Association related to the money market. Department of Regulation, RBI: Department of the Reserve Bank of India Credit Rating Agency CRA: Agency providing credit rating. SEBI: Securities and Exchange Board of India Chief Executive OfficerChief Financial Officer CEOCFO: Executive officers. FTRAC Trade Repository Platform of Clearing Corporation of India Ltd: Platform for reporting trade information. External Credit Assessment Institution ECAI: Institution for assigning bank loan ratings. Master Direction NonBanking Financial Companies Acceptance of Public Deposits Reserve Bank Directions, 2016: Directions about acceptance of public deposits by NBFCs.
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RBI/FMRD/2023-24/109 FMRD.DIRD.09/14.02.001/2023-24 January 03, 2024 To All Eligible Market Participants Madam/Sir Master Direction – Reserve Bank of India (Commercial Paper and Non- Convertible Debentures of original or initial maturity upto one year) Directions, 2024 Please refer to paragraph 6 of the Statement on Developmental and Regulatory Policies, announced as a part of the second Bi-monthly Monetary Policy Statement for 2019-20 dated June 06, 2019 regarding Comprehensive Review of Money Market Directions. Accordingly, the draft Directions on Call, Notice and Term Money, Certificate of Deposit and the Commercial Paper and Non-Convertible Debentures of original or initial maturity upto one year markets were released for market feedback on December 04, 2020. The Master Direction - Reserve Bank of India (Call, Notice and Term Money Markets) Directions, 2021 and the Master Direction – Reserve Bank of India (Certificate of Deposit) Directions, 2021 were issued on April 01, 2021 and June 04, 2021 respectively. 2. The Directions on Commercial Paper and Non-Convertible Debentures of original or initial maturity upto one year have been reviewed based on market feedback and the Master Direction - Reserve Bank of India (Commercial Paper and Non-Convertible Debentures of original or initial maturity upto one year) Directions, 2024 are being issued herewith. 3. These Directions have been issued in exercise of the powers conferred under section 45J, 45K, 45L and 45W of the Reserve Bank of India Act, 1934 read with section 45U of the Act and of all the powers enabling it in this behalf. Yours faithfully, (Dimple Bhandia) Chief General Manager �वत्तीय बाज़ार �व�नयमन �वभाग, क�द्र�य कायार्लय, पहल� मंिजल, मुख्य भवन, शह�द भगत �सहं माग,र् फोटर्, मुंबई – 400 001, भारत Financial Markets Regulation Department, Central Office, 9th Floor, Central Office Building, Shahid Bhagat Singh Road, Fort, Mumbai – 400 001, India फोन/Tel: (91-22) 2260 3000, फैक्स/Fax: (91-22) 22702290, ई-मेल /E-Mail: cgmfmrd@rbi.org.in �हन्द� आसान है, इसका प्रयोग बढ़ाइएFINANCIAL MARKETS REGULATION DEPARTMENT Notification No. FMRD.DIRD.10/14.02.001/2023-24 dated January 03, 2024 Master Direction - Reserve Bank of India (Commercial Paper and Non- Convertible Debentures of original or initial maturity upto one year) Directions, 2024 In exercise of the powers conferred under section 45J, 45K, 45L and section 45W of the Reserve Bank of India Act, 1934 (hereinafter called the Act) read with section 45U of the Act and in supersession of Notification No. FMD.MSRG.49/02.13.016/2010- 2011 dated July 28, 2010, Section IV of FMRD. Master Direction No. 2/2016-17 dated July 07, 2016 and Direction No. FMRD.DIRD.01/CGM (TRS) – 2017 dated August 10, 2017, the Reserve Bank of India (hereinafter called the Reserve Bank) hereby issues the following Directions. 1. Short title, scope and commencement (a) These Directions shall be called the Master Direction – Reserve Bank of India (Commercial Paper and Non-Convertible Debentures of original or initial maturity upto one year) Directions, 2024. (b) These Directions shall be applicable to all persons/agencies dealing in Commercial Paper and/or Non-Convertible Debentures of original or initial maturity upto one year. (c) These Directions shall come into force with effect from April 01, 2024. 2. Definitions (a) For the purpose of these Directions, unless the context otherwise requires: (i) All India Financial Institution (AIFI) shall include: (a) Export Import Bank of India, (b) National Bank for Agriculture and Rural Development, (c) National Housing Bank, (d) Small Industries Development Bank of India and (e) National Bank for Financing Infrastructure and Development. (ii) Bank means a banking company (including a Payment Bank and a Small Finance Bank) as defined in clause (c) of Section 5 of the Banking Regulation Act, 1949 (10 of 1949) or a “regional rural bank”, a “corresponding new bank” or “State Bank of India” as defined in clauses (ja), (da) and (nc), of section 5 respectively thereof, or a “cooperative bank” as defined in clause (cci) of Section 5 read with Section 56 of the said Act. 2(iii) Body corporate means any entity incorporated by or under any Statute for the time being in force but does not include a co-operative society registered under any law relating to co-operative societies. (iv) Commercial Paper (CP) means an unsecured money market instrument issued in the form of a promissory note. (v) Company means a company as defined in Section 2 (20) of the Companies Act, 2013 (18 of 2013). (vi) Co-operative society shall have the meaning as assigned to it under clause (cciia) of Section 5 of the Banking Regulation Act, 1949 read with Section 56 of the said Act. (vii) Delivery versus Payment (DvP) means a settlement mechanism which stipulates that transfer of funds from the buyer of securities is made simultaneously with the transfer of securities by the seller of securities. (viii) Depository shall have the meaning as assigned in Section 2 (e) of the Depositories Act, 1996 (22 of 1996). (ix) Debenture Trustee means an entity registered with SEBI as debenture trustee under the SEBI (Debenture Trustees) Regulations, 1993. (x) Electronic Trading Platform (ETP) shall have the meaning as assigned in paragraph 2(1) (iii) of the Electronic Trading Platforms (Reserve Bank) Directions, 2018 dated October 05, 2018 or as modified from time to time. (xi) Financial Benchmark Administrator (FBA) means a person who controls the creation, operation and administration of financial benchmark(s) authorized under the Reserve Bank of India (Financial Benchmark Administrators) Directions, 2023, dated December 28, 2023, as amended from time to time. (xii) Group entities means an arrangement involving two or more entities related to each other through any of the following relationships: (a) subsidiary – parent (defined in terms of Ind-AS 110/AS 21); (b) joint venture (defined in terms of Ind-AS 28/AS 27) ; (c) associate (defined in terms of Ind-AS 28/AS 23); (d) Promoter-promotee (as provided in the SEBI (Acquisition of Shares and Takeover) Regulations, 1997) for listed companies; (e) common brand name or (f) investment in equity shares of 20 per cent and above. 3(xiii) Infrastructure Investment Trust (InvIT) means a business trust as defined in sub-clause (i) of clause 13A of section 2 of the Income-tax Act, 1961. (xiv) Issuing and Paying Agent (IPA) means a Scheduled Commercial Bank undertaking duties and responsibilities specified under paragraph 7(a) of these Directions. (xv) Limited liability partnership shall have the meaning as assigned in Section 2(n) of the Limited Liability Partnership Act, 2008 (6 of 2009). (xvi) Money market instruments shall have the meaning as assigned in Section 45(U) (b) of the Reserve Bank of India Act, 1934. (xvii) Non-Banking Financial Company (NBFC) means a company as defined in Section 45 I (f) of the Reserve Bank of India Act, 1934. (xviii) Non-Convertible Debenture (NCD) means a secured money market instrument with an original or initial maturity upto one year. (xix) A Non-resident shall mean a ‘person resident outside India’ and shall have the meaning as assigned to it in section 2 (w) of Foreign Exchange Management Act, 1999 (42 of 1999). (xx) Over-the-Counter (OTC) markets refers to markets where transactions are undertaken in any manner other than on recognised stock exchanges and shall include those undertaken on electronic trading platforms (ETPs). (xxi) A Promoter shall have the meaning as assigned in Section 2(69) of the Companies Act, 2013. (xxii) Real Estate Investment Trust (REIT) means a business trust as defined in sub-clause (ii) of clause 13A of section 2 of the Income-tax Act, 1961. (xxiii) Recognised stock exchanges shall have the meaning as assigned in Section 2 (f) of the Securities Contracts Regulation Act, 1956 (42 of 1956). (xxiv) Related parties shall have the same meaning as assigned to it under Indian Accounting Standard (Ind AS) 24 – Related Party Disclosures or International Accounting Standard (IAS) 24 – Related Party Disclosures or any other equivalent accounting standards. 4(xxv) Resident shall mean a ‘Person resident in India’ and shall have the same meaning as assigned to it in Section 2 (v) of the Foreign Exchange Management Act, 1999 (42 of 1999). (b) Words and expressions used but not defined in these Directions shall have the meaning assigned to them in the Reserve Bank of India Act, 1934. 3. Eligible issuers (a) CPs and NCDs may be issued by the following entities subject to the condition that all fund-based facilities availed, if any, by the issuer from banks/ AIFIs / NBFCs are classified as Standard at the time of issue: (i) Companies; (ii) NBFCs, including Housing Finance Companies (HFCs); (iii) InvITs and REITs; (iv) All India Financial Institutions (AIFIs); (v) Any other body corporate with a minimum net-worth of ₹100 crore, provided that the body corporate is statutorily permitted to incur debt or issue debt instruments in India; and (vi) Any other entity specifically permitted by the Reserve Bank. (b) Co-operative societies and limited liability partnerships with a minimum net- worth of ₹100 crore, may also issue CPs under these Directions, subject to the condition that all fund-based facilities availed, if any, by the issuer from banks/ AIFIs / NBFCs are classified as Standard at the time of issue. 4. Eligible investors (a) All residents are eligible to invest in CPs and NCDs. (b) Non-residents are eligible to invest in CPs and NCDs to the extent permitted under Foreign Exchange Management Act (FEMA), 1999 or the rules/regulations framed thereunder. Provided that no person, resident or non-resident, can invest in CPs and NCDs issued by related parties either in the primary or through the secondary market. 55. General Guidelines (a) Primary Issuance (i) CPs and NCDs shall be issued in dematerialised form and held with a depository registered with SEBI. (ii) CPs and NCDs shall be issued in minimum denomination of ₹5 lakh and in multiples of ₹5 lakh thereafter. (iii) The tenor of a CP shall not be less than seven days or more than one year. The tenor of an NCD shall not be less than ninety days or more than one year. (iv) Issuance of a CP/NCD with options (call/put) is not permitted. (v) Issuance of a CP/NCD is not permitted to be underwritten or co- accepted. (vi) The offer documents for the issue of CPs and NCDs shall, at the minimum, include disclosures as given in Annex I. (vii) The primary issuances of CPs and NCDs, including both payment of funds to the issuer and issue of CPs and NCDs to the investors, shall be settled within a period not exceeding T+4 working days, where T represents the deal date, i.e., the date on which the trade details, including price/rate are agreed by the issuer and the investor(s). (viii) Total subscription by all individuals, including Hindu Undivided Families, in any primary issuance of CPs or NCDs shall not exceed 25 per cent of the total amount issued. (b) Discount/Coupon Rate (i) CPs shall be issued at a discount to the face value. (ii) NCDs shall be issued at a discount to the face value or with fixed or floating rate coupon. (iii) The coupon on floating rate NCDs shall be linked to a benchmark published by a Financial Benchmark Administrator or approved by the Fixed Income Money Market and Derivatives Association of India (FIMMDA) for this purpose. FIMMDA shall ensure that any floating rate approved by them for this purpose is determined transparently, objectively and in arms’ length transactions. The coupon on floating rate NCDs can also be linked to policy rates published by the Reserve Bank. 6(c) Credit Enhancement (i) Banks and AIFIs may, based on their commercial judgement and subject to prudential guidelines issued by Department of Regulation, RBI, choose to provide stand-by assistance/credit, back-stop facility, etc., by way of credit enhancement for a CP/NCD issue. (ii) Non-bank entities (including corporates) may provide unconditional and irrevocable guarantee for credit enhancement of CPs and NCDs issued by a group entity subject to making appropriate disclosures as set out in Annex I. (d) End-use (i) Funds raised through CPs and NCDs shall ordinarily be used to finance current assets and operating expenses. The end-use of the funds raised through a CP or an NCD shall be disclosed in the offer document. (ii) Where funds raised are used for purposes other than financing current assets and operating expenses, the exact/ specific end-use shall be disclosed in the offer document. (iii) The issuer shall submit a certificate from the Chief Executive Officer/Chief Financial Officer (CEO/CFO) to the IPAs concerned that the proceeds of CPs and NCDs have been used for the disclosed purposes and that all other provisions of these Directions and conditions of the offer document have been adhered to. The certificate shall be provided to the IPA within 3 months of the issue of CP/NCD or on maturity of the issue, whichever is earlier. (e) Rating Requirement The minimum credit rating, assigned by a Credit Rating Agency (CRA), for the issuance of CPs and NCDs shall be ‘A3’ as per rating symbol and definition prescribed by SEBI. (f) Primary Market - Other Conditions (i) An IPA shall be appointed for each issuance of a CP and an NCD. A Debenture Trustee shall also be appointed for each issuance of an NCD. 7(ii) The subscription to the primary issue of a CP/NCD shall be routed through the IPA. (iii) The aggregate amount of CPs and NCDs which can be issued by an issuer shall be within such limits as may be approved by the Board of Directors or its equivalent body. The aggregate amount which can be issued by an issuer regulated by a financial sector regulator shall also be subject to the limits, if any, specified by the regulator concerned. (g) Secondary Market-Trading venue and settlement (i) CPs and NCDs shall be traded either in OTC markets, including on ETPs, or on recognised stock exchanges, approved by the Reserve Bank for the purpose. (ii) The settlement cycle for OTC trades in CPs and NCDs shall be either T+0 or T+1. (iii) All OTC secondary market transactions in CPs (including transactions undertaken on ETPs) shall be settled on a DvP basis through the clearing corporation of any recognised stock exchange, or any other mechanism approved by the Reserve Bank. (iv) All OTC secondary market transactions in NCDs (including transactions undertaken on ETPs) shall be settled bilaterally, or on a DvP basis through the clearing corporation of any recognised stock exchange, or any other mechanism approved by the Reserve Bank. (h) Buyback Issuers of CPs and NCDs are permitted to buyback the CPs and NCDs before maturity. Such buybacks shall be subject to the following conditions: (i) The buyback of CPs can be made only after seven days from the date of issue. The buyback of NCDs can be made only after ninety days from the date of issue. (ii) The buyback offer shall be extended to all investors in a particular issue on identical terms and conditions. The investors shall have the option to accept or reject the buyback offer. (iii) Buyback of CPs and NCDs shall be at the prevailing market price. 8(iv) The issuer of a CP/NCD shall inform the details of the buyback to the IPA on the date of buyback. In the case of NCDs, the details shall also be informed to the Debenture Trustee. (v) The payment for the buyback of the CP/NCD by the issuer shall be routed through the IPA. (vi) CPs and NCDs bought back, partially or in full, shall be extinguished on the date of buyback. (i) Repayment of CPs / NCDs (i) There will be no grace period for repayment of CPs/NCDs. (ii) The issuer shall make the funds for redemption available to the IPA by 3:00 P.M. on the redemption date. (iii) The repayment of a CP/NCD, including coupon payments, shall be routed through the IPA. (j) Default (i) The issuer who has defaulted on the repayment of a coupon/redemption, partially or in full, of a CP and/or NCD shall inform the details of any default in payments related to a CP/NCD to the IPA before 5:00 pm on the date of the default. In the case of NCDs, the details shall also be informed to the Debenture Trustee. (ii) Information about any default in payments related a CP/NCD shall be publicly disseminated (e.g., through its website) by the issuer. Default details shall also be publicly disseminated on the F-TRAC Trade Repository Platform of Clearing Corporation of India Ltd (‘F-TRAC platform’) as specified under Para 6(d) of these Directions. (iii) Repayments of obligations under a defaulted CP or NCD can be made directly to the investor/s by the issuer or can be routed through the IPA or Debenture Trustee. Partial repayments, if any, of a CP/NCD shall be distributed to investors of the CP/NCD in proportion to the investment made in the CP /NCD. (iv) Details of the repayment of the obligations related to defaulted CPs/NCDs shall be informed to the IPA and the Debenture Trustee by the issuer on the date of the repayment. 9(v) In the event of a CP/NCD, being converted into another financial instrument after default, as part of any bilateral / multilateral agreement or restructuring scheme, the CP/NCD shall stand extinguished on the date of its conversion. (vi) In the event of default of a CP / NCD, the issuer shall not be allowed to issue CPs or NCDs till full repayment of the defaulted obligation or six months after the date of default, whichever is earlier. (vii) Any event of conversion of a CP/NCD into another financial instrument shall be reported by the issuer to the IPA and the Debenture Trustee. (k) Market timing Primary issuance and secondary market trading hours shall be between 9:00 AM and 5:00 PM on a working day or as specified by the Reserve Bank from time to time. (l) Market Practices and Documentation Participants / agencies in the CP and NCD markets shall follow any standardised procedures and documentation which may be prescribed by FIMMDA, in consultation with the Reserve Bank, for smooth functioning of the markets. 6. Reporting requirements (a) Primary issuances: Details of all issuances in primary markets of the CPs and NCDs shall be reported by the IPA on the F-TRAC platform by 5:30 PM on the day of issuance. (b) Secondary market transactions: All secondary market transactions in CPs and NCDs, executed in the OTC market and/or on the recognised stock exchanges, shall be reported with time stamp within 15 minutes of execution (the time when price is agreed) on the F-TRAC platform by each counterparty to the transaction. (c) Buybacks: Details of buybacks of CPs and NCDs shall be reported by the IPA on the F-TRAC platform by 5:30 PM on the buyback date. (d) Default: Instances of default and repayment of defaulted obligation shall be reported by the IPA on the F-TRAC platform by 5:30 PM on the day of default or the day of repayment of defaulted obligations, as the case may be. 10(e) Reporting by depositories: The depositories shall report to the Reserve Bank, the details of the CPs and NCDs held with them in the dematerialised form, in the prescribed format furnished in Annex II, at fortnightly intervals (on the 15th day and on the last day of the month) or as and when called upon to do so by the Reserve Bank. (f) Reporting by Debenture Trustee: The Debenture Trustee shall report the details of the outstanding amount of NCDs and the particulars of default in repayment of NCD, at quarterly intervals (within 15 days from the end of the quarter), in the format prescribed in Annex III to the Reserve Bank through e- mail (reportfmd@rbi.org.in). 7. Roles and responsibilities The roles and responsibilities of the IPA, Debenture Trustee and Credit Rating Agency (CRA) with respect to the operations in CP and NCD markets are set out below: (a) Issuing and Paying Agent: The IPA for an issuance shall: (i) Ensure that the issuer of a CP/NCD is authorised to borrow through CPs and/or NCDs and that the issuance is in compliance with these Directions. (ii) Verify and hold certified copies of original documents and/or digitally signed documents related to the issuance in its custody. (iii) Issue an IPA certificate that all information and documents submitted by the issuer are in order. (iv) Make available the IPA certificate in electronic form on the website of the depositories for the CPs or NCDs issued. (v) Obtain the certificate referred to in Para 5(d)(iii) of these Directions from the CEO/CFO of the issuer. (vi) Ensure that the reporting obligations specified in these Directions are complied with. (vii) The Reserve Bank may, in the event of an IPA violating any provision of these directions, or any other directions/ regulations/guidelines issued by the Bank from time to time in this regard, disallow an entity from acting as IPA for CP/NCD issuances for a period, as may be decided by the Reserve Bank. 11(b) Debenture Trustee (i) The roles, responsibilities, duties and functions of the Debenture Trustees shall be guided by the Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993, the provisions of Companies Act, 2013 related to Debenture Trustees, as applicable, the trust deed and the offer document. (ii) The Debenture Trustee shall ensure that the reporting obligations specified in these Directions are complied with. (iii) The Debenture Trustee shall submit to the Reserve Bank any information regarding NCDs, as may be required by the Reserve Bank from time to time. (iv) The Reserve Bank may, in the event of a Debenture Trustee violating any provision of these directions, or any other directions/ regulations/guidelines issued by the Bank from time to time in this regard, disallow an entity to act as Debenture Trustee for an NCD issuance for a period, as may be decided by the Reserve Bank. (c) Credit Rating Agency (i) A CRA registered with SEBI and accredited by the Reserve Bank as External Credit Assessment Institution (ECAI) for assigning bank loan ratings shall be eligible to rate CPs and NCDs. (ii) CRAs shall abide by the guidelines issued by SEBI as applicable to securities mutatis mutandis for ratings of CPs/NCDs. They shall also abide by any guidelines issued from time to time by the Reserve Bank in this regard. (iii) CRAs may also abide by any directions/regulations/guidelines issued by any regulator or other authority in respect of rating of CPs and NCDs provided that such directions/regulations/guidelines do not conflict with these Directions or any guidelines issued from time to time by the Reserve Bank in this regard. (iv) A CRA which has been deregistered by SEBI or dis-accredited by the Reserve Bank as an ECAI for assigning bank loans ratings, shall no longer be eligible to rate CPs/ NCDs. The Reserve Bank may also, in the 12event of a CRA violating any provision of these directions, or any other guidelines issued by the Bank from time to time in this regard, disallow the CRA from rating CPs / NCDs for a period, as may be decided by the Reserve Bank. 8. Obligation to provide information sought by the Reserve Bank: The Reserve Bank may call for any information or seek any clarification from any agency involved in the CP and NCD markets, including but not limited to, issuers, investors, IPAs, debenture trustees, CRAs, depositories, the clearing corporations and the stock exchanges, which in the opinion of the Reserve Bank is relevant and the agency shall furnish such additional information and clarification within the time frame specified. 9. Dissemination of data: The Reserve Bank or any other agency authorised by it, may, in public interest, publish any anonymised data related to primary and secondary market transactions in CPs and NCDs. 10. Violation of Directions: In the event of any person violating any provision of these Directions, the Reserve Bank may, in addition to taking any penal or regulatory action in accordance with law, disallow that person from participating in the CP and NCD markets for a period not exceeding one month at a time, after providing reasonable opportunity to the entity to defend its actions, and such action would be made public by the Reserve Bank. 11. Applicability of other laws, directions, regulations or guidelines: Participants in the CP and NCD markets shall abide by the provisions of any direction, regulation, or guideline issued by any other regulator or authority, that may be applicable, in respect of issue of or investment in CPs and NCDs, provided that such directions, regulations or guidelines do not conflict with these Directions. In case of any conflicts, the provisions of these Directions shall prevail. 12. Non-applicability of Certain Other Directions: Nothing contained in the Master Direction - Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 2016, as updated from time to time, shall apply to the raising of funds by issuance of CPs, by any NBFC when such funds are raised in accordance with these Directions. 1313. These Directions shall apply to transactions in CPs and NCDs entered into from the date the Directions come into effect. Provisions of Section IV of FMRD.Master Direction No. 2/2016-17 dated July 07, 2016, Notification No. FMD.MSRG.49/02.13.016/2010-2011 dated July 28, 2010 and Direction No. FMRD.DIRD.01/CGM (TRS) – 2017 dated August 10, 2017 will continue to be applicable to the CPs and NCDs issued in accordance with the said Directions till the maturity of those CPs and NCDs. (Dimple Bhandia) Chief General Manager 14Annex I Minimum disclosure in the offer document by issuers of CP and NCD i. Details of outstanding CPs, NCDs and other debt instruments as on date of offer letter, including amount issued, maturity date, amount outstanding, credit rating and name of credit rating agency for the issue, name of IPA and Debenture Trustee. ii. Net-worth of the issuer as per the latest balance sheet. iii. Shareholding of the issuer’s promoters and the details of the shares pledged by the promoters, if any. iv. Long term credit rating, if any, obtained by the issuer. v. Unaccepted credit ratings, if any, assigned to the issuer. vi. Summary of audited financials of last three years, material litigation and regulatory actions related to the issuer. If the issuer has not been in existence for three years, the information of the issuer for the period such information is available shall be disclosed. vii. Any material event/ development having implications for the financials/ credit quality resulting in material liabilities, corporate restructuring event which may affect the issue or the investor’s decision to invest in the CP/NCD. viii. All details of credit enhancement including backstop facilities provided by the group entity including but not limited to (a) the net-worth of the guarantor, (b) the names of the companies to which the guarantor has issued similar guarantees, (c) the extent of the guarantees offered by the guarantor and (d) the conditions under which the guarantee will be invoked, etc. ix. Details of default of CP, NCD or any other debt instrument and other financial indebtedness including corporate guarantee issued in the past five financial years including in the current financial year. x. Details of statutory auditor and changes thereof in the last three financial years. xi. Details of current tranche including amount, current credit rating for the issue, name of credit rating agency, its validity period and details of IPA and Debenture Trustee. xii. Specific details of end-use of funds. 15xiii. An issuer which is either an NBFC or an HFC shall disclose the residual maturity profile of its assets and liabilities in the following format: Category Up to >1 >2 >3 >6 > 1 >3 >5 Total months year years years 30/31 month months months –1 year – 3 –5 days – 2 –3 –6 years years months months months Deposit Advances Investments Borrowings Foreign Currency Assets (FCA) Foreign Currency Liabilities (FCL) 16Annex II Details of the outstanding Commercial Papers (CPs) held with _____ as on date _______ Serial Name Issuer Issuer ISIN Security Maturity Residual Name Investor Investor Investor Amount No. of Code Category Description Date Tenor of IPA Name Scheme Category in ₹ Cr. Issuer (Days) as Name, if (Face on any Value) Details of the outstanding Non-Convertible Debentures (NCDs) held with _____ as on date _______ Serial Name Issuer Issuer ISIN Security Maturity Residual Name of Investor Investor Investor Amount No. of Code Category Description Date Tenor Debenture Name Scheme Category in ₹ Cr. Issuer (Days) as Trustee Name, if (Face on any Value) 17Annex III Quarterly Reporting by Debenture Trustee a. Outstanding amount of NCDs Weighted Latest credit Amount Weighted Average Name rating (if multiple outstanding Rating Average Effective Date of Sl. No. of ratings available as at Agency Residual Annualised Maturity Issuer please mention quarter end Maturity Interest lowest rating) (Rs. crore) Rate b. Reporting of Default/ delay in repayment of principal or servicing of interest Name of the Issuer ISIN Number Date of Issue (dd/mm/yyyy) Due date for repayment (dd/mm/yyyy) Current Lowest Credit Rating Rating Agency Amount due for repayment (Rs. crore) Details of amount due (interest component, principal component) Reasons for delay in payment/ default 18

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