In exercise of the powers conferred by section 31 read with section 17A of the Securities Contracts Regulation Act,

REGD. No. D. L.-33004/99 The Gazette of India CG-MH-E-05052025-262903 EXTRAORDINARY PART III—Section 4 PUBLISHED BY AUTHORITY No. 342] NEW DELHI, MONDAY, MAY 5, 2025/VAISAKHA 15, 1947 2960 GI/2025 THE GAZETTE OF INDIA: EXTRAORDINARY [PART III-SEC.4] SECURITIES AND EXCHANGE BOARD OF INDIA NOTIFICATION Mumbai, the 5th May, 2025 SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF SECURITISED DEBT INSTRUMENTS AND SECURITY RECEIPTS) (AMENDMENT) REGULATIONS, 2025 F. No. SEBI/LAD-NRO/GN/2025/247.—In exercise of the powers conferred by section 31 read with section 17A of the Securities Contracts (Regulation) Act, 1956 (42 of 1956) and section 30 read with sections 11, and 12 of the Securities and Exchange Board of India Act, 1992 (15 of 1992), the Board hereby makes the following regulations to further amend the Securities and Exchange Board of India (Issue and Listing of Securitised Debt Instruments and Security Receipts) Regulations, 2008, namely:- 1. These regulations may be called the Securities and Exchange Board of India (Issue and Listing of Securitised Debt Instruments and Security Receipts) (Amendment) Regulations, 2025. 2. They shall come into force on the date of their publication in the Official Gazette. 3. In the Securities and Exchange Board of India (Issue and Listing of Securitised Debt Instruments and Security Receipts) Regulations, 2008, – (1) in regulation 2, in sub-regulation (1), (a) after clause (a) and before clause (b), the following shall be inserted, namely,- "(aa) "advertisement" shall have the meaning assigned to it in clause (c) of sub-regulation (1) of regulation 2 of the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021;"; (b) in clause (d), the words "these regulations" shall be substituted by the words "the Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993"; (c) after clause (d) and before clause (e), the following shall be inserted, namely- "(da) "control" shall have the meaning assigned to it in clause (e) of sub-regulation (1) of regulation 2 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;"; THE GAZETTE OF INDIA: EXTRAORDINARY [PART III-SEC.4] (d) in clause (g), i. sub-clause (ii) shall be substituted with the following sub-clauses, namely- "ii. any financial asset originated by an originator regulated by the Reserve Bank of India: Provided that the special purpose distinct entity shall ensure that such originators shall not undertake the securitisation activities or assume securitisation exposures mentioned below: (a) Re-securitisation exposures; (b) Structures in which short term instruments such as commercial paper, which are periodically rolled over, are issued against long term assets held by a special purpose distinct entity; (c) Synthetic securitisation; and (d) Securitisation with the following assets as underlying: i. revolving credit facilities as underlying which involve underlying exposures where the borrower is permitted to vary the drawn amount and repayments within an agreed limit under a line of credit (e.g. credit card receivables and cash credit facilities); ii. Restructured loans and advances which are in the specified period; iii. Exposures to other lending institutions; iv. Refinance exposures of All India Financial Institutions; V. Loans with options of bullet payments of both principal and interest as underlying; and vi. Loans with residual maturity of less than three hundred and sixty five days: Provided that loans with tenor up to twenty four months extended to individuals for agricultural activities [as described in Chapter III of the Reserve Bank of India (Priority Sector Lending Targets and Classification) Directions, 2020] where both interest and principal are due only on maturity and trade receivables with tenor up to twelve months, discounted or purchased by lenders from their borrowers shall be eligible for securitization: Provided further that only those loans or receivables shall be eligible for securitisation where a borrower (in case of agricultural loans) or a drawee of the bill (in case of trade receivables) has fully repaid the entire amount of last two loans or receivables (one loan, in case of agricultural loans with maturity extending beyond one year) within ninety days of the due date. Explanation: - In case such assets are securitised, the investors in the securitisation notes issued against them should be able to verify the compliance of the underlying asset with the above requirement. iii. equipment leasing receivables; iv. listed debt securities; v. trade receivables (arising from bills or invoices duly accepted by the obligors); vi. rental receivables; and vii. such debt or receivable including sustainable securitised debt instruments as notified by the Board: Provided that all such debts or receivables shall arise from written contractual obligations or written contracts: Provided further that no other debt or receivable (including unlisted debt securities or other securities or instruments or assets) shall be permitted to be an underlying for a securitised debt instrument: Provided further that re-securitisation and synthetic securitisation shall not be permitted." ii. sub-clause (iii) shall be renumbered as sub-clause (viii); (e) after clause (j) and before clause (k), the following shall be inserted, namely- "(ja) "minimum holding period" means the minimum period for which a originator shall hold the debt or receivable before the same is assigned to a special purpose distinct entity for the purpose of securitisation;" THE GAZETTE OF INDIA: EXTRAORDINARY [PART III-SEC.4] (2) In Chapter II, in the heading, the words "Registration of Trustees" shall be substituted with the words "Trustees"; (3) in regulation 4, (a) in sub-regulation (1), i. in clause (b), the words “these regulations” shall be substituted with the words "the Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993"; ii. in clause (c), the symbol "." shall be substituted with the symbol ":"; iii. after clause (c), a proviso shall be inserted, namely,- "Provided that an entity already registered with the Board as trustee under these regulations as on the date of coming into force of this amendment, shall continue to act as trustee of such special purpose distinct entity;"; (b) sub-regulations (2), (2A), (3), (4) and (5) shall be omitted. (4) regulations 5, 6, 7 and 8 shall be omitted; (5) in regulation 10, in sub-regulation (3), (a) after the words "same group or which is" and before the words “as the trustee", the words "under the same management" shall be substituted with the words "under the same control"; (b) in the explanation, i. in clause (a), after the words "group within the meaning of", the words "clause (ef) of section 2 of the Monopolies and Restrictive Trade Practices Act, 1969 (54 of 1969) or if they own 'inter- connected undertakings' within the meaning of clause (g) of section 2 of that Act” shall be substituted with the words “clause (b) of the Explanation to section 5 of the Competition Act, 2002 (12 of 2003)"; ii. in clause (b), after the words "the expression” and before the words “shall have the meaning", the words "under the same management" shall be substituted by the words "under same control"; iii. in clause (b), the words, symbols and numbers "subsection (1B) of section 370 of the Companies Act, 1956 (1 of 1956)" shall be substituted with the words, symbol and numbers "clause (e) of sub- regulation (1) of regulation 2 of the Securities and Exchange Board of India SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011"; (6) after regulation 10 and before regulation 11, the following regulation shall be inserted, namely,- "Mandatory periodic disclosure requirements 10A. (1) The originator shall provide the periodic reports to the trustee regarding the performance of the underlying asset pool, atleast on a quarterly basis. (2) The originator shall provide a certificate from its auditor (s) regarding the disclosures of underlying asset pool assigned to the securitization trust, as made by the originator, on quarterly basis." (7) in regulation 11, (a) in sub-regulation (2), after the words “concerned parties”, the words, “and shall take necessary steps in case of any breach of covenants in terms of the trust deed and transaction documents" shall be inserted; (b) in sub-regulation (3), i. in clause (f), before the words "the board about any action", the words "take appropriate measures for protecting the interest of the investors including informing" shall be substituted with the word "inform"; ii. in clause (i), after the words "the actions taken" and before the words ", atleast on quarterly", the word "thereof" shall be substituted with the word "thereon"; iii. in clause (j), after the words "regarding the" and before the words "disclosures of underlying asset", the words "status of" shall be inserted; iv. the clause (1) shall be substituted with the following, namely, "(1) call a meeting of all the investors on- THE GAZETTE OF INDIA: EXTRAORDINARY [PART III-SEC.4] (i) a requisition in writing signed by at least one-tenth of the investors in value for the time being outstanding; or (ii) the happening of any event, which constitutes a servicer default or breach of covenants as specified in the trust deed or transaction documents, or which in the opinion of the trustee affects the interest of the investors;"; v. after clause (1), the following clause shall be inserted, namely,- "(la) call a meeting of the investors, if required in the opinion of the trustee; (lb) call and conduct the meeting of investors in such manner as may be specified by the Board from time to time, subject to the following conditions: (a) in order to facilitate wider participation and collective sense, meetings shall be facilitated by video-conferencing and voting shall be facilitated by electronic means; (b) (c) to facilitate timely decision-making, the sense of the meeting shall be ascertained on the basis of present and voting; as to requisite majority, unless otherwise explicitly provided in these regulations or any other regulations framed by the Board or any other law for the being in force or the trust deed, any matter placed before the securitised debt instrument holders shall be decided by such securitised debt instrument holders, holding more than fifty per cent value of the outstanding securitised debt instruments: Provided that the terms of the issue of securitised debt instruments or trust deed may provide for a higher majority for taking such decision. Explanation:- For the purpose of these regulations, standards, if any, as specified by the Board with respect to the calling of meetings of securitised debt instrument holders shall mutatis mutandis apply to the calling of meetings of investors."; vi. in clause (n), after the words "action taken by Board" and before the words "or any material change in financial position", the words “against the trustee under any of the applicable regulations” shall be inserted; vii. in clause (n), after the words "material change in financial position" and before the words "which may adversely affect", the words "of the trustee" shall be inserted. (c) after sub-regulation (3), the following sub-regulations shall be inserted, namely, - "(4) The trustees shall be accountable for, and be the custodian of, the funds and property of the respective schemes and shall hold the same in trust for the benefit of the unitholders in accordance with these regulations and the provisions of trust deed. (5) The trustee shall ensure that the trust property is properly protected, held and administered by proper persons and by an appropriate number of such persons. (6) The trustee shall abide by the Code of Conduct as specified in Schedule III. (7) The trustee shall abide by the provisions of the Act and these regulations in respect of the regulated activities carried on by the special purpose distinct entity." (8) After regulation 11A, the following regulation shall be inserted, namely,- "Submission of periodic information to the Board 11B. (1) A special purpose distinct entity and the trustee shall furnish information to the Board on a half yearly basis, in the manner as may be specified. (2)The Board may specify the format of the disclosure and may specify additional instructions and disclosure requirement for facilitating automated supervision and automated processing of data related to securitised debt instrument as part of the continuous disclosure requirements."; (9) in regulation 14, after sub-regulation (2), following sub-regulations shall be inserted, namely,- "(3) The special purpose distinct entity, while availing the services of a liquidity provider shall ensure that: (i) The liquidity facility provider is regulated by at least one financial sector regulator. THE GAZETTE OF INDIA: EXTRAORDINARY [PART III-SEC.4] (ii) The facility is structured separately from other arrangements, with clear documentation detailing its nature, purpose, scope, and performance standards in a written agreement executed at the time of the transaction and disclosed in the offer document. (iii) The facility is provided on an 'arms-length basis', under market terms, and subject to the provider's usual credit approval and review process. (iv) (v) Payment of fees or income related to the facility is not subordinated, deferred, or waived. The facility is limited to a specified amount and duration. (vi) The duration is not exceeding the earlier of: (a) settlement of all claims related to the securitized debt instruments notes issued by the special purpose distinct entity; or (b) termination of the facility provider's obligations. (vii) There shall be no recourse to the facility provider beyond its fixed contractual obligations. (viii) A legal opinion is obtained confirming that the agreement protects the facility provider from liability to investors or special purpose distinct entities or trustee, except for its contractual obligations. (ix) (x) (xi) (xii) The special purpose distinct entities and/or investors have the right to select an alternative provider, subject to compliance with these conditions. The documentation clearly defines the circumstances under which the facility may or may not be accessed. The facility shall only be drawn if there are sufficient non-defaulted assets to cover it or if a significant credit enhancement covers potential non-performing assets. The facility shall not be used for: (a) providing credit enhancement; (b) covering the issuer's losses; (c) acting as permanent revolving facility (i.e. liquidity support should be used as an exception rather than the norm); or (d) covering losses in the underlying assets prior to a drawdown. (xiii) The facility shall not be available for: (a) meeting recurring securitisation expenses; (b) funding additional asset acquisition by the special purpose distinct entity; (c) covering final scheduled repayments to investors; or (d) addressing warranty breaches. (xiv) The facility shall be provided to the special purpose distinct entity, not directly to investors. (xv) Once drawn, the facility provider shall have priority over future cash flows from the underlying assets, ranking senior to the senior tranche. (xvi) The originator shall not be liable for any shortfall in liquidity support provided by an independent third party. (4) If any of the conditions mentioned in sub-regulation (3) are not met, the liquidity facility shall be regarded as serving the economic purpose of credit enhancement and such third-party liquidity facility shall be classified as credit enhancement. (5) The liquidity facility shall only be drawn for short periods and not used for two consecutive repayment cycles." (10) in regulation 16, in sub-regulation (1), after the words “Without prejudice to provisions of the" and before the words ",or any other applicable law,”, the words “Companies Act, 1956 (1 of 1956)" shall be substituted by the words "Companies Act, 2013 (18 of 2013)"; (11) after regulation 19, the following regulation shall be inserted, namely,- "Conditions governing securitisation THE GAZETTE OF INDIA: EXTRAORDINARY [PART III-SEC.4] 19A. The following conditions shall govern the securitisation resulting in issuance of a securitised debt instrument: (a) No obligor shall have more than twenty five percent in asset pool at the time of issuance. (b) Asset comprising the securitisation pool shall be homogeneous. (c) Securitised debt instruments shall be fully paid up upfront. (d) Originators shall have a track record of operations of three financial years which resulted in the creation of the type of debt or receivable such originator is seeking to securitise. (e) Obligor shall have a track record of operations of three financial years which resulted in the creation of the type of debt or receivable that such originator is seeking to securitise: Provided that the conditions of the track record, as specified in the clause (d) and (e) shall not be applicable to a securitised debt instrument where the originator is an entity regulated by the Reserve Bank of India: Provided further that condition as specified in clause (a) may be relaxed by the Board as may be specified from time to time. Explanation: – (1) The term 'homogeneous' shall mean same or similar risk or return profile arising from the proposed underlying for a securitised debt instrument. (2) The Board may specify homogeneity for different types of underlying debt or receivables, as may be required."; (12) in regulation 21, in sub-regulation (4), (a) in proviso, the symbol "." shall be substituted with the symbol ":" (b) after first proviso, the following second proviso shall be inserted, namely,- "Provided further that an offer shall not be deemed to be made to the public if the special purpose distinct entities or securitisation transactions not intending for Pass Through Certificate or Securitised Debt Instruments or Notes or instrument or securities by whatever name called, are being available to number of investors specified in sub-regulation (4) of regulation 21, and not being listed, may opt for below mechanism: i. It specifies prominently, expressly and in writing in the offer document or private placement memorandum or information memorandum or document or contract (or other such information in whatever form or manner) for the Pass Through Certificate or Securitization Notes or instrument or securities or securitized debt instruments by whatever name called, that initial and subsequent investors have to be limited to fifty and the investors should abide by such restrictions, and the mechanism instituted by the issuer & depository. ii. Issuance, holding and transfer of Pass Through Certificate or Securitisation Notes or securitized debt instruments by whatever name called shall be in dematerialised mode only. iii. Issuers and investors shall only utilize the mechanism instituted by the depository for issue & allotment, holding & transfers of such instruments." (13) in regulation 23, i. sub-regulation (2) shall be substituted with the following, namely- "(2) The issue of securitised debt instruments by the special purpose distinct entity and the subsequent transfers shall only be in dematerialised form."; and ii. sub-regulation (3) shall be omitted; (14) In regulation 26, in sub-regulation (2), in the explanation, after the words "the same meaning as in", the words "sub-section (2) of section 59 of the Companies Act, 1956 (1 of 1956)" shall be substituted with the words "sub-section (38) of section 2 of the Companies Act, 2013 (18 of 2013)"; (15) in regulation 29, after the words "shall remain open for", the words "more than thirty days" shall be substituted with the words "less than two working days and more than ten working days"; (16) after regulation 30, the following regulations shall be inserted, namely, - "Minimum ticket size THE GAZETTE OF INDIA: EXTRAORDINARY [PART III-SEC.4] 30A (1)The minimum ticket size for issuance of a securitised debt instrument shall be rupees one crore. Explanation: - For the purpose of this regulation, ticket size shall mean the size of investment by a single investor. (2) The minimum ticket size for subsequent transfers of a securitised debt instrument shall be as follows: i. for originators which are not regulated by the Reserve Bank of India, the minimum ticket size shall be rupees one crore. ii. for securitised debt instrument having listed securities as underlying, the minimum ticket size amount shall be that of highest face value among such securities: Provided that securitised debt instruments with amortization structures shall be permitted to be traded at amortised value, if the ticket size falls below rupees one crore. Minimum retention requirement 30B (1) The special purpose distinct entity shall ensure that the originator shall ensure compliance with the provisions of this regulation. (2) The originator shall retain a minimum of ten per cent. of the book value of the debt or receivable being securitised: Provided that in cases where the scheduled maturity of any of the cash flows in the transaction is within twenty four months, the originator shall retain a minimum of five per cent. of the book value of the asset being securitised. (3) In the case of residential mortgage backed securities, the originator shall retain a minimum of five per cent. of the book value of the loans being securitised, irrespective of the original maturity. (4) The originator shall retain the book value referred in sub-regulation (3) in the following manner: (a) In case where only upto five per cent. of the book value of loans is being securitised: i. First loss facility, if available; ii. If first loss facility is not available, or where retention of the entire first loss facility amounts to less than five per cent., balance through retention of equity tranche; iii. Where retention of the entire first loss facility, if available, and equity tranche amounts to less than five per cent, balance pari passu in remaining tranches sold to investors. (b) In case where more than five per cent of the book value of loans is being securitised: First loss facility, or equity tranche or any other tranche sold to investors, in any combination thereof. Explanation: – (1) It is clarified that first loss facility for this purpose shall not include overcollateralization available, if any. (2) Investment in the Interest Only Strip representing the Excess Interest Spread or Future Margin Income, whether or not subordinated, will not be counted towards the requirement of this regulation. (5) The following conditions shall be complied with while ensuring compliance with this regulation: (a) The originator shall not reduce the percentage of the risk specified to be retained either through hedging of credit risk or selling or encumbering the retained interest. (b) The originator shall retain and maintain the minimum risk itself and shall not pass on the same to any of its group entities. (c) The form of minimum risk specified to be retained shall not be changed during the life of securitisation. (d) The minimum risk retained as a percentage of unamortised principal should be maintained on an ongoing basis except for reduction of retained exposure due to repayment or through the absorption of losses. THE GAZETTE OF INDIA: EXTRAORDINARY [PART III-SEC.4] Minimum holding period 30C. (1) The special purpose distinct entity shall ensure that the loans are securitised by the originator only after completion of the minimum holding period, as prescribed in this regulation. (2) The period of holding shall commence from the date of registration of the underlying security interest with the Central Registry of Securitisation Asset Reconstruction and Security Interest of India. (3) The minimum holding period shall be as follows: (a) (b) Three months in case of loans with tenor of up to two years; Six months in case of loans with tenor of more than two years: Provided that in case of loans where security does not exist or security cannot be registered, the minimum holding period shall be calculated from the date of first repayment of the loan: Provided further that in case of transfer of project loans, the minimum holding period shall be calculated from the date of commencement of commercial operations of the project being financed: Provided further that in case of loans acquired from other entities by a transferor, such loans cannot be transferred before completion of six months from the date on which the loan was taken into the books of the transferor: Provided further that for commercial or residential real estate mortgages, minimum holding period shall be counted from the date of full disbursement of the loan, or registration of security interest with Central Registry of Securitisation Asset Reconstruction and Security Interest of India, whichever is later. (4) Notwithstanding anything contained in this regulation, the Board may specify minimum holding period requirements for other debts or receivables. Clean up call option 30D. (1) The originator shall be able to repurchase the transferred exposure only through invocation of a clean-up call option: Provided that the purchase on invocation of clean-up calls is conducted at an arms-length, on market terms and conditions (including price or fee) and is subject to the originator's normal credit approval and review processes. (2) The originator can exercise the clean-up call at a threshold of not more than ten per cent. of the original value of the underlying assets or securitised debt instruments. (3) The exercise of the clean-up calls shall be exercised at the discretion of the originator. (4) The clean-up call options shall not be structured to avoid allocating losses to credit enhancements or positions held by investors or to provide credit enhancements: Provided that exercise of the clean up call serving as a credit enhancement shall be considered a form of implicit support provided by the originator."; (17) in regulation 31, in sub-regulation (1),- (a) after the words "instruments shall be allotted to the investor", the words “within the following time periods:-" shall be substituted with the words "within five days of closure of the offer."; (b) the sub-clause (a) and sub-clause (b) shall be omitted; (18) In regulation 34, (a) in sub-regulation (3), in clause (c), (i) in proviso, after the words "the investors of the scheme and" and before the words "shall mutatis mutandis apply", the words "sections 179 and 189 of the Companies Act, 1956 (1 of 1956)" shall be substituted with the words "sections 109 and 114 of the Companies Act, 2013 (18 of 2013)"; (ii) in second proviso, after the words "is registered with the Board", the words "under these regulations or is exempted from such registration” shall be substituted by the words "under the Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993"; (b) in sub-regulation (6), the word "adversely" shall be omitted; (c) in sub-regulation (7), the words “postal ballot" shall be substituted with the word “e-voting"; THE GAZETTE OF INDIA: EXTRAORDINARY [PART III-SEC.4] (d) in sub-regulation (8), before the words "and the rules framed thereunder", the words "Sections 189 and 192A of the Companies Act, 1956 (1 of 1956)" shall be substituted by the words "Section 110 and 114 of the Companies Act, 2013 (18 of 2013)". (19) in regulation 35, in sub-regulation (2), in clause (c), after the words "of the holders thereof", the words, “, whether holding the same in physical form or dematerialized form” shall be omitted; (20) in regulation 35A, the sub-regulation (2) shall be omitted; (21) in regulation 36, sub-regulation (1) shall be omitted; (22) after regulation 36, regulation 36A shall be inserted, namely, - "Advertisements for Public issues 36A. (1) In respect of public offers of securitised debt instruments, the special purpose distinct entity or trustee thereof shall satisfy the recognised stock exchange to which a listing application is made that each scheme of securitised debt instruments was offered to the public for subscription through advertisements through electronic modes such as online newspapers or website of the issuer or the stock exchange, or in an English national daily and regional daily with wide circulation at the place where the registered office of the issuer is situated, on or before the issue opening date and such advertisement shall, amongst other things, contain the disclosures as specified in the Schedule VII: Provided that the special purpose distinct entity opting to advertise the public issue through electronic modes shall publish a notice, in an English national daily and regional daily newspaper with wide circulation at the place where the registered office of the special purpose distinct entity or the debenture trustee is situated, exhibiting a Quick Response Code and link to the complete advertisement. (2) No issuer shall issue an advertisement which is misleading or which contains any information in a distorted manner or which is manipulative or deceptive. (3) The advertisement shall be truthful, fair and clear and shall not contain a statement, promise or forecast which is untrue or misleading. (4) Any advertisement issued by the special purpose distinct entity shall not contain any matters which are extraneous to the contents of the offer document and the advertisements shall not display models, celebrities, fictional characters, landmarks, caricatures or the likes for solicitation of the public issue. (5) The advertisement shall solicit investment only on the basis of information contained in the offer document. (6) Any corporate or product advertisement issued by the special purpose distinct entity from the date of filing of the draft offer document with the stock exchange(s) till the issue closure date, shall not make any reference to the issue of securitised debt instruments or be used for solicitation for securitised debt instruments. (7) The credit rating shall be prominently displayed in the advertisement."; (23) in regulation 38E, in sub-regulation (1), after the words "and as specified in" and the before the words "of these regulations", the words "Schedule VA" shall be substituted with the words "Schedule VI"; (24) in regulation 43, in sub-regulation (1), in the explanation, after the words “have the meaning derived from", the words "section 226 of the Companies Act, 1956 (1 of 1956)." shall be substituted by the words "section 141 of the Companies Act, 2013 (18 of 2013)"; (25) in Schedule III, after clause 3 and before clause 4, the following shall be inserted as clause 3A, namely,- “3A. A special purpose distinct entity and its trustee shall ensure that good corporate policies and corporate governance is in place and shall develop internal code of conduct for governing its internal operations and laying down standards of appropriate conduct for its employees for carrying out their duties. Such a code THE GAZETTE OF INDIA: EXTRAORDINARY [PART III-SEC.4] may extend to the maintenance of professional excellence and standards, integrity, confidentiality, objectivity, avoidance of conflict of interests, disclosure of shareholdings and interests, etc.”; (26) in Schedule III, in clause 17, after sub-clause (ii), the following sub-clause shall be inserted, namely, - "(iii) passing of unpublished price sensitive information in respect of securities which are listed and proposed to be listed in any stock exchange to any person or intermediary."; (27) in Schedule III, after clause 17, the following clauses shall be inserted, namely, "18. A special purpose distinct entity and its trustee shall take all reasonable steps to establish the true and full identity of each of its clients, and of each client's financial situation and maintain record of the same. 19. The trustee shall ensure that any change in registration status or any penal action taken by Board or any material change in financial position which may adversely affect the interests of investors is promptly informed to the clients and any business remaining outstanding is transferred to another registered intermediary in accordance with any instructions of the affected clients. 20. A special purpose distinct entity and its trustee shall put in place a mechanism to resolve any conflict of interest situation that may arise in the conduct of its business or where any conflict of interest arises, shall take reasonable steps to resolve the same in an equitable manner. 21. A special purpose distinct entity and its trustee shall make appropriate disclosure to the client of its possible source or potential areas of conflict of duties and interest while acting as trustee which would impair its ability to render fair, objective and unbiased services. 22. A special purpose distinct entity and its trustee shall not indulge in any unfair competition, which is likely to harm the interests of other trustees or subscriber to the securitised debt instrument or is likely to place such other trustees in a disadvantageous position while competing for or executing any assignment nor shall it wean away the clients of another trustee on assurance of lower fees. 23. A special purpose distinct entity and its trustee shall not discriminate among schemes or their clients, except and save on ethical and commercial considerations. 24. A special purpose distinct entity and its trustee shall share information available with it regarding special purpose distinct entity with registered credit rating agencies. 25. A special purpose distinct entity and its trustee shall provide the holders of securitised debt instrument with adequate and appropriate information about its business, including contact details, services available to holders, and the identity and status of employees and others acting on its behalf with whom the holder may have to contact. 26. A special purpose distinct entity and its trustee shall ensure that adequate disclosures are made to the holders of securitised debt instrument and security receipt, in a comprehensible and timely manner so as to enable them to make a balanced and informed decision. 27. A trustee shall endeavour to ensure that- (a) inquiries from holders of securitised debt instrument and security receipt are adequately dealt with; (b) grievances of holders of securitised debt instrument and security receipt are redressed in a timely and appropriate manner; and (c) where a complaint is not remedied promptly, the holders of securitised debt instrument and security receipt is advised of any further steps which may be available to the investor under the regulatory system. THE GAZETTE OF INDIA: EXTRAORDINARY [PART III-SEC.4] 28. A special purpose distinct entity and its trustee shall make reasonable efforts to avoid misrepresentation and ensure that the information provided to the investor is not misleading. 29. A special purpose distinct entity and its trustee shall maintain required level of knowledge and competency and abide by the provisions of the Securities and Exchange Board of India Act, 1992 (15 of 1992), regulations and circulars and guidelines. 30. A special purpose distinct entity and its trustee shall not make untrue statement or suppress any material fact in any documents, reports, papers or information furnished to the Board. 31. A special purpose distinct entity and its trustee ensure that the Board is promptly informed about any action, legal proceeding, etc., initiated against it in respect of any material breach or non-compliance by it, of any law, rules, regulations, directions of the Board or of any other regulatory body. 32. A special purpose distinct entity and its trustee or any of his employees shall not render, directly or indirectly, any investment advice about any security in the publicly accessible media, whether real-time or non-real-time unless a disclosure of his interest including long or short position in the said security has been made, while rendering such advice. 33. In case the special purpose distinct entity and its trustee is rendering such advice, such entity shall ensure that he discloses his interest, the interest of his dependent family members and that of the employer, including their long or short position in the said security, while rendering such advice. 34. A special purpose distinct entity and its trustee shall ensure that any person it employs or appoints to conduct business is fit and proper and otherwise qualified to act in the capacity so employed or appointed (including having relevant professional training or experience). 35. A special purpose distinct entity and its trustee shall ensure that it has adequate resources to supervise diligently and does supervise diligently persons employed or appointed by it to conduct business on its behalf. 36. A special purpose distinct entity and its trustee shall have internal control procedures and financial and operational capabilities which can be reasonably expected to protect its operations, its clients, investor and other registered entities from financial loss arising from theft, fraud, and other dishonest acts, professional misconduct or omissions. 37. A special purpose distinct entity and its trustee shall be responsible for the acts or omissions of its employees and agents in respect to the conduct of its business. 38. A special purpose distinct entity and its trustee shall provide adequate freedom and powers to its compliance officer for the effective discharge of his duties. 39. A special purpose distinct entity and its trustee shall ensure that the senior management, particularly decision makers, have access to all relevant information about the business on a timely basis."; (28) in Schedule IV, the clause 16 shall be omitted; (29) in Schedule V, (a) in clause 4.3, after the words "minimum retention requirement", the words "if any" shall be omitted. (b) in clause 7.1, sub-clause (h) shall be omitted. (c) in clause 12, sub-clause (4), after the words "Disclosure about defaults" and before the words "if any", the words "in connection with servicing obligations undertaken in the past in preceding three years and the current financial year.," shall be inserted. (d) in clause 16, after the words “material developments", the words "in relation to the originator or servicer or any other party to the transaction which could be prejudicial to the interests of the investors" shall be inserted. THE GAZETTE OF INDIA: EXTRAORDINARY [PART III-SEC.4] (e) in clause 19, in sub-clause (2), after the words "made by the directors" and before the words "of the originator in the", the words, "(in case of public issues), or authorised signatory (ies) (in case of privately placed securitised debt instruments)" shall be inserted; (f) in clause 19, in sub-clause (2), after the words "being the directors" and before the words "of the originator", the words "{or authorised signatory (ies)}" shall be inserted; (30) Schedule VA shall be renumbered as Schedule VI; (31) After renumbered Schedule VI, the following Schedule shall be inserted, namely,- "SCHEDULE VII FORMAT OF ADVERTISEMENTS FOR PUBLIC ISSUES OF SECURITISED DEBT INSTRUMENTS [See Regulation 36A] This is an advertisement for information purposes Address: Tel: E-mail: Website: THE ISSUE Public issue of securitised debt instrument of Rs. each at a price of Rs. (Summary Details of Coupon, Dividend, Redemption, etc. shall be disclosed) PROMOTERS XXXX PROPOSED LISTING Names of Stock Exchanges LEAD MANAGERS (Names) COMPLIANCE OFFICER OF THE ISSUER Name, address, telephone numbers, email ID, website address CREDIT RATING (The rating obtained shall be disclosed prominently along with the meaning of the same) TRUSTEES (Names) AVAILABILITY OF APPLICATION FORMS Names of Issuer, Lead Managers, etc. (Addresses optional) AVAILABILITY OF OFFER DOCUMENT Investors are advised to refer the offer document, and the risk factors contained therein, before applying in the issue. Full copy of the offer document is available on websites of issuer / lead manager(s) / Stock Exchange(s) on www. ISSUE OPENS ON: ISSUE CLOSES ON: Issued by Trustees of [name of special purpose distinct entity]" THE GAZETTE OF INDIA: EXTRAORDINARY [PART III-SEC.4] Footnotes: 1. The SEBI (Public Offer and Listing of Securitised Debt Instruments) Regulations, 2008 were published in the Gazette of India on 26th May, 2008 vide No. LADNRO/GN/2008/12/126567 2. The SEBI (Public Offer and Listing of Securitised Debt Instruments) Regulations, 2008 were subsequently amended on- (a) April 09, 2015 by the SEBI (Public Offer and Listing of Securitised Debt Instruments) (Amendment) Regulations, 2015 published in Official Gazette vide Notification No. SEBI- NRO/OIAE/GN/2015-16/001. (b) June 26, 2018 by the SEBI (Public Offer and Listing of Securitised Debt Instruments) (Amendment) Regulations, 2018 published in Official Gazette vide Notification No. SEBI/LAD- NRO/GN/2018/26. (c) October 09, 2018 by the Securities and Exchange Board of India (Issue and Listing of Securitised Debt Instruments and Security Receipts) (Second Amendment) Regulations, 2018 vide notification No. SEBI/LAD-NRO/GN/2018/43. (d) August 18, 2023 by the Securities and Exchange Board of India (Facilitation of Grievance Redressal Mechanism) (Amendment) Regulations, 2023 vide notification No. SEBI/LAD- NRO/GN/2023/146.