The Securities and Exchange Board of India has notified SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 on August 9, 2021. The Regulation merges SEBI (Issue & Listing of Debt Securities) Regulations, 2008 (ILDS Regulations) and SEBI (Issue & Listing of Non-Convertible Redeemable Preference Shares) Regulations, 2013 (NCRPS Regulations).
Salient features of the Regulations are:
- issuance and listing of debt securities and non-convertible redeemable preference shares by an issuer by way of public issuance;
- issuance and listing of non-convertible securities by an issuer issued on private placement basis which are proposed to be listed; and
- listing of commercial paper issued by an issuer in compliance with the guidelines framed by the Reserve Bank of India.
General Conditions and Eligibility:
- Eligible Issuers:
- No issuer shall make an issue of non-convertible securities if as on the date of filing of draft offer document or offer document: (a) the issuer, any of its promoters, promoter group or directors are debarred from accessing the securities market (b) any of the promoters or directors of the issuer is a promoter or director of another company which is debarred from accessing the securities market (c) the issuer or any of its promoters or directors is a wilful defaulter; (d) any of the promoters or whole-time directors of the issuer is a promoter or whole-time director of another company which is a wilful defaulter; (e) any of its promoters or directors is a fugitive economic offender; or (f) any fine or penalties levied by the Board /Stock Exchanges is pending to be paid by the issuer at the time of filing the offer document.
- No issuer shall make a public issue of non-convertible securities if as on the date of filing of offer document, the issuer is in default of payment of interest or repayment of principal amount in respect of non-convertible securities, if any, for a period of more than six months.
- General Conditions:
- In-principle approval shall be obtained by the issuer, making an application to the stock exchanges for listing of its non-convertible shares.
- The issuer shall enter into an arrangement with the Depositories for dematerialization of the non-convertible securities in accordance with the Depositories Act, 1996.
- Debenture Trustee shall be appointed by the issuer in case of issuance of debt securities.
- The issuer shall appoint a Registrar to the Issue, registered with the Board, which has established connectivity with all the depositories.\
- Credit rating from at least one credit rating agency to be obtained by the issuer, which shall be disclosed in the offer document.
- A recovery expense fund with the designated stock exchange to be constituted by the Issuer.
- Electronic Issuances of non-convertible securities shall be in compliance with the applicable requirements by the Board.
- Right to recall or redeem prior to maturity: An issuer making issuance of non-convertible securities shall: (a) have the right to recall such securities prior to the maturity date (call option); or, (b) shall have a right to provide such right of redemption of debt securities prior to the maturity date (put option) to all the investors or only to retail investors.
- Debenture redemption reserve or capital redemption reserve to be created by the issuer in accordance with the relevant provisions of the Companies Act, 2013.
- A Trust deed to be executed between the issuer and the debenture trustee shall within such timelines as may be specified by the Board.
Chapter III of the Regulations provide provisions applicable to Public Issue and Listing of Debt Securities and Non-Convertible Redeemable Preference Shares:
- Public issue of debt securities and/or non-convertible redeemable preference shares not to be made unless a draft offer document has been filed with all the stock exchanges on which such securities are proposed to be listed, through the lead manager.
- The draft offer document filed shall be made public by posting the same on the website of the stock exchange(s) for seeking public comments for a period of seven working days. It shall also be displayed on the website of the issuer and the lead manager(s).
- The draft offer document should clearly specify the names and contact particulars including the postal and email address and telephone number of the compliance officer who shall be a Company Secretary of the issuer.
- The lead manager shall ensure that all comments received on the draft offer document are suitably addressed prior to the filing of the offer document with the Registrar of Companies.
- The lead manager shall, prior to filing of the offer document with the Registrar of Companies, furnish to the Board a due diligence certificate in the format as per Schedule III of these regulation.
Additional Conditions Applicable to Public Issue and Listing of Debt Securities:
- Roll-over of debt securities.
- Debenture Trustee’s Due Diligence.
- Shelf and Tranche Prospectus to be filed.
- Retention of Over Subscription.
- Creation of security for secured debt securities.
- Chapter IV provides provisions regarding Listing of Private Placement of Debt Securities and Non-Convertible Redeemable Preference Shares:
- In such cases, the issuer shall forward the listing application along with the disclosures as per this regulation to the stock exchange(s) within such days as may be specified by the Board from the date of closure of the issue.
- The issuer making a private placement of debt securities and non-convertible redeemable preference shares shall meet the disclosure requirements under the Regulation.
- Chapter V: Issuance and Listing of Perpetual Debt Instruments, Perpetual Non-Cumulative Preference Shares:
An issuer may issue such instruments in compliance with the guidelines issued by the Reserve Bank of India and/or any other relevant laws applicable to them.
- Chapter VI: Listing of Commercial Paper:
The issuer shall apply for SEBI Complaints Redress System (SCORES) authentication in the format specified by the Board and shall use the same for issuance and listing of commercial paper.
- Chapter VII: Contravention:
In case of contravention of any regulation, there shall be an inspection by the Board. The Board may issue or pass such directions as it deems fit including any or all of the following:
- directing the issuer to refund of the application monies to the applicants in an issue;
- directing the persons not to further deal in securities in any particular manner;
- directing the persons to access the securities market for a particular period;
- restraining the issuer or its promoters or directors from making further issues of non-convertible securities;
- directing the person concerned to sell or divest the non-convertible securities;
- directing the issuer or the depository not to give effect to transfer or directing further freeze of transfer of non-convertible securities;
- any other direction which the Board may deem fit and proper in the circumstances of the case.
*Tanvi Singh, Editorial Assistant has reported this brief.