The Securities and Exchange Board of India (SEBI) on January 28, 2025, issued a circular regarding the Format of Due Diligence Certificate to be given by the DTs.
Chapter II of the Master Circular for DTs specifies the format for due diligence certificate in case of secured debt securities (which is in line with that specified under NCS Regulations), it does not specify the same in case of unsecured debt securities.
In line with the format specified under NCS Regulations, the following is specified in case of unsecured debt securities:
• At the time of filing the draft offer document with the stock exchanges, Issuer shall submit to the Stock Exchange, a due diligence certificate obtained from the Debenture Trustee as per the format specified in Annex-A.
• At the time of filing of listing application, Issuer shall submit to the Stock Exchange, a due diligence certificate obtained from the Debenture Trustee as per the format specified in Annex-B.
The following paras of Chapter II of Master Circular for DTs are modified as follows:
• Para 2.3.1. (a) shall read as under: “The Debenture Trustee may furnish …….. prescribed under regulations 40.1.(a) and 44.(3).(a) of the SEBI NCS Regulations…….”
• Para 2.3.1. (b) shall read as under: “At the time of the issuance of the …………. prescribed under regulations 40.1.(a) and 44.(3).(a) of the SEBI NCS Regulations…….”
This circular shall be applicable with immediate effect.
[Circular No. SEBI/HO/DDHS/DDHS-PoD-3/P/CIR/2025/009]
