India – SEBI Issuer Articles of Association

India – SEBI Issuer Articles of Association

On 9 February 2023, IND SEBI clarified re time frame for amending articles.

  • IND SEBI issued a circular to clarify on the compliance by the first-time issuers of debt securities under SEBI issue and listing of non-convertible securities, regulations 2021.


  • Some first-time issuers in the process of preparing for their first listed privately placed non-convertible debentures/public issue of NCDs have asked for clarification on time.
  • The regulation provides a time period up to 30 September 2023 for existing debt listed issuers to amend their articles of association re requirement for board of directors to appoint a person nominated by debenture trustee, per debenture trustees regulations.
  • Stock exchanges are advised to take an undertaking from first-time issuers that they will amend their articles of association (AoA) within 6 months from the listing date.
  • This undertaking may be obtained at the time of granting the in-principle approval.
  • The issuer shall comply and report compliance to the stock exchanges periodically.


  • The circular will take effect immediately.