Executive Summary:
This circular issued by SEBI mandates the use of UPI for individual investors applying for public issues of debt securities, non-convertible redeemable preference shares, municipal debt securities, and securitized debt instruments through intermediaries for application amounts up to Rs. 5 Lakh. This aligns the application process with that of equity shares and convertibles. The provisions of this circular are applicable to public issues opening on or after November 01, 2024.
Key Points / Main Content:
* **UPI Mandate for Individual Investors:**
* Individual investors applying through intermediaries (syndicate members, registered stock brokers, registrar to an issue and transfer agent, and depository participants) must use UPI for blocking funds for application amounts up to Rs. 5 Lakh.
* Investors must provide their bank account-linked UPI ID in the bid-cum-application form.
* **Alternative Application Modes:**
* Individual investors retain the option to apply through Self Certified Syndicate Banks (SCSBs) and Stock Exchange Platforms.
* **Scope:**
* This circular applies to public issues of debt securities, non-convertible redeemable preference shares, municipal debt securities, and securitized debt instruments.
* **Effective Date:**
* The provisions of this circular are effective for public issues opening on or after November 01, 2024.
Impact Analysis:
* **Issuers:**
* Impact: Must ensure their application processes accommodate UPI payments for individual investors.
* Action Required: Update application forms and systems to reflect the UPI mandate and communicate the changes to investors and intermediaries.
* **Recognised Stock Exchanges:**
* Impact: Need to facilitate UPI-based applications through their platforms.
* Action Required: Modify platform infrastructure and guidelines to support UPI payments and update relevant stakeholders.
* **Registered Merchant Bankers:**
* Impact: Must advise issuers on the updated application process and ensure compliance with the UPI mandate.
* Action Required: Incorporate the UPI requirement into their advisory services and due diligence processes.
* **Registered Stock Brokers, Depositories and Registered Depository Participants:**
* Impact: Need to support UPI-based applications from individual investors and update their systems accordingly.
* Action Required: Train staff on the new procedures and update their application processes to facilitate UPI payments.
* **Registered Bankers to an Issue and Registered Registrars to an Issue and Share Transfer Agents:**
* Impact: Need to process UPI-based applications and ensure seamless integration with the overall application process.
* Action Required: Modify their systems and procedures to accommodate UPI payments and update relevant stakeholders.
* **Self Certified Syndicate Banks (SCSBs):**
* Impact: While UPI is mandated for applications through other intermediaries, SCSBs continue to offer their existing application modes.
* Action Required: Continue to provide existing application modes and inform investors of all available options.
* **Individual Investors:**
* Impact: Must use UPI for applications up to Rs. 5 Lakh when applying through intermediaries.
* Action Required: Obtain a UPI ID linked to their bank account and use it when applying for relevant public issues through intermediaries.
Key Entities Referenced
Securities and Exchange Board of India (SEBI): Regulatory body issuing the circular and responsible for regulating the securities market in India.
UPI: Unified Payments Interface, to be used by individual investors for public issue applications up to Rs. 5 Lakh.
SEBI Issue and Listing of NonConvertible Securities Regulations, 2021: Regulations governing the issuance and listing of non-convertible securities.
SEBI Issue and Listing of Municipal Debt Securities Regulations, 2015: Regulations pertaining to the issuance and listing of municipal debt securities.
SEBI Issue and Listing of Securitised Debt Instruments and Security Receipts Regulations, 2008: Regulations concerning the issuance and listing of securitized debt instruments and security receipts.
Master Circular no. SEBIHODDHSPoD1PCIR202454 dated May 22, 2024: A previously issued circular by SEBI regarding the application process in case of public issues of securities, which this circular refers to.
Rishi Barua: Deputy General Manager at SEBI, responsible for the circular's issuance.
Self Certified Syndicate Banks (SCSBs): Banks through which individual investors can apply for public issues.
CIRCULAR
SEBI/HO/DDHS/DDHS-PoD-1/P/CIR/2024/128 September 24, 2024
To,
Issuers who propose to list debt securities, non-convertible redeemable
preference shares, municipal debt securities or securitised debt instruments;
Recognised Stock Exchanges;
Registered Merchant Bankers;
Registered Stock Brokers;
Depositories and Registered Depository Participants;
Registered Bankers to an Issue;
Registered Registrars to an Issue and Share Transfer Agents; and
Self Certified Syndicate Banks (SCSBs)
Madam/ Sir,
Subject: Usage of UPI by individual investors for making an application in public
issue of securities through intermediaries
1. Chapter I (Application process in case of public issues of securities and timelines
for listing) of the Master Circular no. SEBI/HO/DDHS/PoD1/P/CIR/2024/54 dated
May 22, 2024, (hereinafter referred as ‘Master Circular’) issued by SEBI,
prescribes provisions pertaining to application process in case of public issue of
securities under SEBI (Issue and Listing of Non-Convertible Securities)
Regulations, 2021, SEBI (Issue and Listing of Municipal Debt Securities)
Regulations, 2015 and SEBI (Issue and Listing of Securitised Debt Instruments
and Security Receipts) Regulations, 2008.
2. In order to streamline and align the process of applying in the public issue of debt
securities, non-convertible redeemable preference shares, municipal debt
securities and securitised debt instruments with that of public issue of equity shares
and convertibles, it has been decided that all individual investors applying in public
Page 1 of 2issues of such securities through intermediaries (viz. syndicate members,
registered stock brokers, registrar to an issue and transfer agent and depository
participants), where the application amount is upto Rs. 5 Lakh, shall only use UPI
for the purpose of blocking of funds and provide his/ her bank account linked UPI
ID in the bid-cum-application form submitted with intermediaries.
3. Further, individual investors shall continue to have the choice of availing other
modes (viz. through SCSBs and Stock Exchange Platform) for making an
application in the public issue.
4. The provisions of this circular shall be applicable to public issues of debt securities,
non-convertible redeemable preference shares, municipal debt securities and
securitised debt instruments opening on or after November 01, 2024.
5. 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 (1)
of the SEBI (Issue and Listing of Non-convertible Securities) Regulations, 2021,
Regulation 29 of SEBI (Issue and Listing of Municipal Debt Securities) Regulations,
2015 and Regulation 48 of SEBI (Issue and Listing of Securitised Debt Instruments
and Security Receipts) Regulations, 2008 to protect the interest of investors in
securities and to promote the development of, and to regulate the securities
market.
6. This Circular is available at www.sebi.gov.in under the link “Legal Circulars”.
Yours faithfully,
Rishi Barua
Deputy General Manager
Department of Debt and Hybrid Securities
+91-022 2644 9673
rishib@sebi.gov.in
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