TaxTMI 
TaxTMI 
Securities and Exchange Board of India (Issue and Listing of Securitised Debt Instruments and Security Receipts) (Amendment) Regulations, 2025
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.... 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;"; (d) in clause (g), i. sub-clause (ii) shall be substituted with t....
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....irement. 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;" (2) In Chapter II, in t....
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....lying 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 by 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 by 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 (l) shall be substituted with the following, namely, "(l) call....
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....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 da....
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....nderlying 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), aft....
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....egulation 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 ....
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....ue 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 conditi....
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....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),- ....
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....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 solici....
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....all 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 suc....
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....t 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 (inclu....
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....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 op....