Brief Overview:
Subsequent to the widening of the definition of ‘green debt securities’ (“GDS”) by way of an amendment to the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 (“NCS Regulations”), the Securities and Exchange Board of India (“SEBI”) has now introduced do’s and don’ts to prevent greenwashing, enhanced disclosure requirements and mandated third party reviews for issuance of GDS.
Technical Details:
Key highlights of the SEBI circulars in relation to the issue of GDS are:
1) SEBI has enhanced the details of disclosures to be provided in the offer document at the time of issuance of GDS in addition to what is required to be disclosed for the issue of plain vanilla non-convertible debentures. It is prescribed to additionally disclose details of taxonomies, green standards or certifications referred (both Indian and global, if any) and the alignment of projects with said taxonomies, related eligibility criteria, and exclusion criteria, if applicable.
2) An issuer of GDS is also required to make certain disclosures on a continuous basis that shall form part of annual report / financial statements.
3) To standardise the norms for issue of GDS with international standards, it is prescribed to make disclosures with respect to unallocated funds and the temporary placement thereof in the offer document as well as annual report / financial statements.
4) Basis the third-party review, it is required to make disclosures with respect to the environmental impact of the project.
5) While reporting in relation to the Business Responsibility and Sustainability Report (“BRSR”) is required to be made by top 1000 listed companies only, SEBI now requires the issuers of GDS to make disclosures of certain elements of the BRSR report in their annual report as well.
6) SEBI has set out certain set of taxonomies that are to be kept in mind by the issuer of GDS to keep a check on the occurrence of greenwashing by such issuers of GDS.
The above has been introduced by SEBI in its circulars dated 3rd February 2023 and 6th February 2023.
The above shall come into force for the issuances occurring on or after 1st April 2023.
For further details, please see:
SEBI | Dos and don’ts relating to green debt securities to avoid occurrences of greenwashing
https://www.sebi.gov.in/legal/circulars/feb-2023/revised-disclosure-requirements-for-issuance-and-listing-of-green-debt-securities_67837.html
For any queries / clarifications, please feel free to ping us and we will be happy to chat:
Ms. Apurva Kanvinde (apurva.kanvinde@jclex.com)
Mr. Smit Parekh (smit.parekh@jclex.com)
Mr. Mannan Gala (mannan.gala@jclex.com)
