Mumbai, the 9th August, 2021
SECURITIES AND EXCHANGE BOARD OF INDIA
(ISSUE AND LISTING OF NON-CONVERTIBLE SECURITIES) REGULATIONS, 2021
No. SEBI/LAD-NRO/GN/2021/39.—In exercise of the powers conferred under sub-section (1) of Section 30 of the Securities and Exchange Board of India Act, 1992 (15 of 1992), the Securities and Exchange Board of India hereby makes the following regulations, namely: –
CHAPTER I PRELIMINARY
Short title and commencement
1. (1) These regulations may be called the Securities and Exchange Board of India (Issue and Listing of Non- Convertible Securities) Regulations, 2021.
(2) These regulations shall come into force on the seventh day from the date of its publication in the Official Gazette.
Definitions
2. (1) In these regulations, unless the context otherwise requires:
(a) “abridged prospectus” means a memorandum accompanying the application form for a public issue
containing such salient features of a prospectus as specified by the Board;
(b) “Act” means the Securities and Exchange Board of India Act, 1992 (15 of 1992);
(c) “advertisement” means and includes notices, brochures, pamphlets, show cards, catalogues, hoardings, placards, posters, insertions in newspaper, pictures, films, websites or in any other print or digital medium, radio, television programmes through any electronic medium;
(d) “arranger”, in relation to a private placement of non-convertible securities, means a merchant banker or a broker registered with the Board, a primary dealer registered with Reserve Bank of India, who, prior to acting as an arranger in an issue of non-convertible securities is appointed by the issuer to act as such on behalf of the persons eligible to participate on the electronic book provider platform;
(e) “Board” means the Securities and Exchange Board of India established under the provisions of Section 3 of the Act;
(f) “book building” means a process undertaken to elicit demand and to assess the price for determination of the quantum or value of the non-convertible securities, in accordance with these regulations;
(g) ‘commercial paper’ means commercial paper as defined by the Reserve Bank of India;
(h) “credit rating agency” means a Credit Rating Agency registered with the Board;
(i) “day count convention” is the system used to determine the number of days and the amount of accrued interest/dividend between two interest/dividend payment dates;
(j) “debenture trustee” means a debenture trustee registered with the Board;
(k) “debt securities” means non-convertible debt securities with a fixed maturity period which create or acknowledge indebtedness and includes debentures, bonds or any other security whether constituting a charge on the assets/ properties or not, but excludes security receipts, securitized debt instruments, money market instruments regulated by the Reserve Bank of India, and bonds issued by the Government or such other bodies as may be specified by the Board;
(l) “depository” means a depository registered with the Board;
(m) “designated stock exchange” means a recognised stock exchange, in which non-convertible securities and/or commercial paper of the issuer are listed or proposed to be listed and which is chosen by the issuer for the purposes of a particular issue under these regulations;
(n) “draft offer document” means a draft prospectus or draft shelf prospectus filed with the stock exchange(s) and the Board in relation to a public issue of debt securities or non- convertible redeemable preference shares under these regulations;
(o) “electronic book provider platform” means an electronic platform for private placement of non- convertible securities provided by a recognized stock exchange(s) or a recognised depository, pursuant to obtaining approval from the Board;
(p) “fugitive economic offender” shall mean an individual who is declared as a fugitive economic offender under Section 12 of the Fugitive Economic Offenders Act, 2018 (17 of 2018);
(q) “green debt security” means a debt security issued for raising funds that are to be utilised for project(s) and/or asset(s) falling under any of the following categories, subject to the conditions as may be specified by the Board from time to time:
(i) Renewable and sustainable energy including wind, solar, bioenergy, other sources of energy which use clean technology,
(ii) Clean transportation including mass/public transportation,
(iii) Sustainable water management including clean and/or drinking water, water recycling,
(iv) Climate change adaptation,
(v) Energy efficiency including efficient and green buildings,
(vi) Sustainable waste management including recycling, waste to energy, efficient disposal of wastage,
(vii) Sustainable land use including sustainable forestry and agriculture, afforestation,
(viii) Biodiversity conservation, or
(ix) a category as may be specified by the Board, from time to time.
(r) “group companies” includes such companies, other than promoter(s), subsidiary/subsidiaries, with which there were related party transactions, during the period for which financial information is disclosed in the offer documents, as covered under the applicable accounting standards and also other companies as considered material by the board of the issuer;
(s) “issuer” means a company or a body corporate or a statutory corporation or a multilateral institution or a trust registered with the Board as a Real Estate Investment Trust (REIT) or an Infrastructure Investment Trust (InvIT), authorised to issue non-convertible securities and/or commercial paper under the relevant laws and in accordance with these regulations and seeks to list its non-convertible securities, with any recognized stock exchange(s);
(t) “lead manager” means a merchant banker registered with the Board and appointed by the issuer to manage the public issue of debt securities and/or non-convertible redeemable preference shares and in case of a book-built issue, the lead manager(s) appointed by the issuer who act(s) as the book running lead manager(s) for the purposes of book building;
(u) “listing regulations” means the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time;
(v) “net worth” shall have the same meaning assigned to it under Section 2 of the Companies Act, 2013 (18 of 2013);
(w) “non-convertible redeemable preference share” means a preference share which is redeemable in accordance with the relevant provisions of the Companies Act, 2013 (18 of 2013) and does not include a preference share which is convertible into or exchangeable with equity shares of the issuer at a later date, at the option of the holder or not;
(x) “non-convertible securities” means debt securities, non-convertible redeemable preference shares, perpetual non-cumulative preference shares, perpetual debt instruments and any other securities as specified by the Board;
(y) “offer document” means a prospectus, shelf prospectus, tranche prospectus in case of public issue of debt securities and/or non-convertible redeemable preference shares and a placement memorandum in case of private placement of non-convertible securities and includes a draft offer document;
(z) “perpetual debt instrument” means a perpetual debt instrument issued in accordance with the guidelines framed by the Reserve Bank of India;
(aa) “perpetual non-cumulative preference share” means a perpetual non-cumulative preference share issued in accordance with the guidelines framed by the Reserve Bank of India;
(bb) “placement memorandum” means a document including a shelf placement memorandum, filed with the stock exchange(s) in relation to an issue of non-convertible securities to be issued on a private placement basis;
(cc) “private placement” means an offer or invitation to subscribe or issue of non-convertible securities to a select group of persons by a company (other than by way of public offer), which satisfies the applicable conditions specified in Section 42 of the Companies Act, 2013 (18 of 2013);
(dd) “prospectus” shall have the same meaning assigned to it under Section 2 of the Companies Act, 2013 (18 of 2013);
(ee) “promoter” shall have the same meaning assigned to it under regulation 2 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;
(ff) “promoter group” shall have the same meaning assigned to it under regulation 2 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;
Explanation: In case of Real Estate Investment Trust (REIT) and Infrastructure Investment Trust (InvIT), ‘promoter’ and ‘promoter group’ shall mean ‘sponsor’ and ‘sponsor group’ as per the Securities and Exchange Board of India (Real Estate Investment Trusts) Regulations, 2014 and the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014, respectively;
(gg) “public issue” means an offer or invitation by an issuer to the public to subscribe to its debt securities and/or non-convertible redeemable preference shares which is not in the nature of a private placement; (hh) “schedule” means a schedule annexed to these regulations;
(ii) “secured debt securities” shall mean such debt securities which are secured by creation of a charge on the properties or assets of the issuer or its subsidiaries or its holding companies or its associate companies having a value which is sufficient for the due repayment of principal and payment of interest thereon;
(jj) “shelf placement memorandum” means a placement memorandum in relation to the debt securities issued on a private placement basis, in one or more tranches over a certain period, by issuing a tranche placement memorandum and without the requirement of issuing a further placement memorandum;
(kk) “shelf prospectus” shall have the same meaning assigned to it in Section 31 of the Companies Act, 2013 (18 of 2013);
(ll) “specified” means specified by a general or special order or circular or guidelines issued under the Act or these regulations;
(mm) ‘specified securities’ shall have the same meaning assigned to it under the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;
(nn) “statutory corporation” means a body corporate formed by a special Act of the Central or State Legislature;
(oo) “stock exchange” means any recognised stock exchange having nationwide trading terminals chosen by the issuer on which the non-convertible securities and/or commercial paper of an issuer are listed or proposed to be listed for the purpose of a particular issue of such securities and includes a designated stock exchange;
(pp) “tranche placement memorandum” means a document supplementing the shelf placement memorandum, whereby subscription to debt securities is invited by an issuer on a private placement basis;
(qq) “tranche prospectus” means an information memorandum as provided under sub-section (2) of Section 31 of the Companies Act, 2013 (18 of 2013);
(rr) “trust deed” means a deed executed between the issuer and the debenture trustee for the benefit of the holders of the debt securities;
(ss) “wilful defaulter” shall have the same meaning as under regulation (2) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;
(tt) “working day” means all days on which commercial banks in the city, as specified in the offer document, are open for business;
Explanation: For the purpose of this definition, in respect of –
(i) Announcement of bid /issue period:
working day shall mean all days, excluding Saturdays, Sundays and public holidays, on which commercial banks in the city as notified in the offer document are open for business;
(ii) the time period between the bid/ issue closing date and the listing of the non-convertible securities on the stock exchanges:
working day shall mean all trading days of the stock exchanges for non-convertible securities, excluding Saturdays, Sundays and bank holidays, as specified by the Board;
(2) All other words and expressions used but not defined in these regulations, shall have the same meanings respectively assigned to them in the Act or the Companies Act, 2013 (18 of 2013) or the Securities Contracts (Regulation) Act, 1956 (42 of 1956) or the Depositories Act, 1996 (22 of 1996) and/or the rules and regulations made thereunder or any statutory modification or re-enactment thereto, unless the context requires otherwise.
Applicability ………………………… Read more.