CIR/IMD/DF/17/2013, dated October 22, 2013
To,
All
Depositories
All
Stock Exchanges
All
Credit Rating Agencies
All
Debenture Trustees
All
Issuers, through stock exchanges, where they are listed.
1.
"High Level Expert Committee on Corporate Bonds and
Securitization" ("Dr. R.H. Patil Committee") had recommended
creation of "Centralized Database of information regarding Bonds".
The committee report has recognized that historical database on all corporate
bonds issued is very important for an investor to take a valued decision.
2. While
currently the information in respect of various bonds/debentures issued by
issuers is available in a fragmented manner and available at multiple sources
such as websites of credit rating agencies, depositories, stock exchanges etc,
it is felt that there is a need for having a comprehensive database on
corporate bonds at a single place.
3. Pursuant
to consultation with various stakeholders, it has been decided to create a
centralized database regarding corporate bonds which are available in demat
form for public dissemination. Both the depositories viz. NSDL and CDSL,
jointly, shall be the repository of information pertaining to the corporate
bonds/debentures.
4. The
various aspects in relation to the development of the centralized database are
given below:
a. Hosting of Database:
Depositories shall, jointly,
create, host, maintain and disseminate the centralized database of corporate
bonds/debentures, which are available in demat form. Depositories shall provide
the requisite infrastructure and host the database. Depositories shall have
adequate systems and safeguards to maintain the integrity of the data and to
prevent manipulation of the data. Depository shall synchronize the database in
consultation and sharing with other depository.
b. Contents of Database: In
the first phase, the bonds/debentures available in the demat form shall be
considered. Subsequently, in co-ordination with Ministry of Corporate Affairs
(MCA), the database in respect of bonds/debentures which are unlisted and in
physical form will be considered. The various data fields for which the
information has to be made available in the centralized database of bonds/
debentures in first phase are enclosed as Annexure-I.
c. Information
providers:
i. The depositories shall obtain requisite information regarding the
bonds/debentures from Issuers, Stock Exchanges, Credit Rating Agencies and
Debenture Trustees.
ii. Issuers shall provide requisite information regarding the
bonds/debentures to the depositories in stipulated format when they approach
the depositories for activation of ISINs or when sought by the Depository.
iii. Issuers (who have entered into
agreement with Depositories to dematerialize their bonds/debentures) shall
provide the information regarding allotment and redemption of securities, etc
and details regarding any variations/changes in the details provided by them to
the Depositories, on ongoing basis. The issuers shall provide the ISIN details
to the Credit Rating Agencies, within the time stipulated in Annexure - II.
iv. The Information Providers such
as stock exchanges, credit rating agencies and debenture trustees shall be
provided secure logins by the depositories for verification and updation of the
requisite information in the database.
v. Stock Exchanges shall access the
database on daily basis and shall update the requisite information regarding
the listed bonds/debentures, within the time stipulated in Annexure - II.
vi. Credit Rating Agencies shall
access the database and shall update the credit rating provided by the agency
and the subsequent rating migrations, within the time stipulated in Annexure
- II.
vii. Debenture Trustees shall access
the database to verify and shall update the information regarding default
history by the issuer and other relevant information pertaining to Debenture
Trustees, within the time stipulated in Annexure - II.
viii. The Depository which receives
the information shall host the same as well as share it with the other
Depository for hosting within three working days from the date of receipt of
the information. The information providers such as Stock Exchanges, Credit
Rating Agencies and Debenture Trustees, who shall be provided secure logins
shall update the information in the database on a ongoing basis, as mentioned
above.
d. Updation of database:
In respect of debentures/bonds
for which new ISINs will be allotted on or after December 01, 2013, the
information mentioned in this circular shall be provided by the issuer at the
time of applying for ISIN to Depositories and shall hosted by the Depositories.
In case of any changes / updation to the information, as available in the
database, the Issuer must promptly inform the Depositories and the information
providers such as Stock Exchanges, Credit Rating Agencies and Debenture
Trustees shall update the same.
e. Historical Information:
In respect of debentures/bonds
for which ISIN number is already obtained and bond/debenture is still
outstanding (historical information), the Depositories shall by December 01,
2013 request the Issuers to provide the information. The Issuers shall
provide the information to the Depositories by January 01, 2014 in the
manner prescribed by Depositories. Upon receipt of the said information from
the Issuers, the Depositories shall provide the same to the information
providers who shall validate the same and provide it to the Depositories. The
validated information shall be hosted by the Depositories within three working
days.
5.
Depositories
shall also provide the information available with respect to the Redeemable
Preference Shares and Securitized Debt Instruments, in a separate section
within the database, in the form as available with them, after sharing the same
with the other depository for synchronizing and updating the database.
6.
Issuers/Depositories/Stock
Exchanges/Credit Rating Agencies/Debenture Trustees are directed to:
a. Comply with the conditions laid
down in this circular.
b. Put in place necessary systems
and infrastructure for implementation of this circular and complete the list of
activities as specified in Annexure-II within the stipulated time.
7.
With regard to
reporting of trades in debt instruments to centralized repository, SEBI
circular dated January 24, 2013 on "Guidelines for providing dedicated
Debt Segment on Stock exchanges" shall be applicable.
8. All
Recognized Stock Exchanges shall ensure compliance with this circular and
mandate the Issuers whose bonds/debentures are listed to promptly provide the
information, and any subsequent changes thereof, to the depositories.
Companies, which have issued bonds/debentures, which are not listed but
available in demat form, may provide the information on a voluntary basis.
9. Depositories
and stock exchanges shall create awareness among issuers and investors
regarding the centralized database.
10. This
circular is issued in exercise of powers conferred under Section 11(1) of the
Securities and Exchange Board of India Act, 1992 read with Regulation 31 (2)
(b) of SEBI (Issue and Listing of Debt Securities) Regulations, 2008.
11. This
circular is available on SEBI website at www.sebi.gov.in under the
category "Legal Framework" and under the drop down "Corp Debt
Market".
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