Short title, and commencement

1 · [(e) "debt securities" means non-convertible debt securities which create or acknowledge indebtedness and includes debentures, bonds and such other securities of a body corporate or a Trust registered with the Board as a Real Estate Investment Trust or an Infrastructure Investment Trust, or any statutory body constituted by virtue of a legislation, whether constituting a charge on the assets of the body corporate or not, but excludes bonds issued by Government or such other bodies as may be specified by the Board, security receipts and securitized debt instruments;]

3 · [(ga) "net worth" shall have the same meaning as assigned to it in clause (57) of section 2 of the Companies Act, 2013;]

1 · Substituted by the SEBI (Issue and Listing of Debt Securities) (Second Amendment) Regulations, 2017, w.e.f. 15.12.2017. Prior to the substitution, the clause read as follows:

2 · Inserted ibid.

3 · Inserted by the SEBI(Issue and Listing of Debt Securities)(Amendment)Regulations, 2014 w.e.f. 31-01-14.

5 · [(la) "shelf prospectus" shall have the same meaning as assigned to it in section 31 of the Companies Act, 2013;]

7 · [(n) "wilful defaulter" means an issuer who is categorized as a wilful defaulter by any bank or financial institution or consortium thereof, in accordance with the guidelines on wilful defaulters issued by the Reserve Bank of India and includes an issuer whose director or promoter is categorized as such.]

4 · Substituted for "prospectus" by the SEBI(Issue and Listing of Debt Securities)(Amendment)Regulations, 2014 w.e.f. 31 -01 -14.

5 · Inserted by the SEBI(Issue and Listing of Debt Securities)(Amendment)Regulations, 2014 w.e.f. 31-01-14. 6 Substituted for "." by the SEBI (Issue and Listing of Debt Securities)(Amendment) Regulations, 2016 w.e.f. 25-0516.

7 · Inserted by the SEBI (Issue and Listing of Debt Securities) (Amendment) Regulations, 2016 w.e.f. 25-05-16.

4 · 8 [(1) No issuer shall make any public issue of debt securities if as on the date of filing of draft offer document or final offer document as provided in these regulations:

8 · Substituted for sub -regulation (1) by the SEBI (Issue and Listing of Debt Securities) (Amendment) Regulations, 2016 w.e.f. 25 -05 -16. Prior to substitution, sub -regulation (1) read as under:

5 · (1) The offer document shall contain all material disclosures which are necessary for the subscribers of the debt securities to take an informed investment decision.

6 · (1) No issuer shall make a public issue of debt securities unless a draft offer document has been filed with the designated stock exchange through the lead merchant banker.

10 · [ " Filing of Shelf Prospectus.

6A · (1) Without prejudice to the regulation 6, following companies or entities may file shelf prospectus under section 31 of Companies Act, 2013 for public issuance of their debt securities,-

9 · Inserted by the SEBI (Payment of Fees) (Amendment) Regulations, 2014 w.e.f. 23. 05.14

10 · Inserted by the SEBI(Issue and Listing of Debt Securities)(Amendment)Regulations, 2014 w.e.f. 31-01-14.

7 · (1) The draft and final offer document shall be displayed on the websites of stock exchanges and shall be available for download in PDF / HTML formats.

8 · (1) The issuer shall make a advertisement in an national daily with wide circulation, on or before the issue opening date and such advertisement shall, amongst other things, contain the disclosures as per Schedule IV.

9 · (1) The issuer and lead merchant banker shall ensure that:

10 · An issuer proposing to issue debt securities to the public through the on-line system of the designated stock exchange shall comply with the relevant applicable requirements as may be specified by the Board.

11 · The issuer may determine the price of debt securities in consultation with the lead merchant banker and the issue may be at fixed price or the price may be determined through book building process in accordance with the procedure as may be specified by the Board.

12 · (1) The issuer may decide the amount of minimum subscription which it seeks to raise by issue of debt securities and disclose the same in the offer document. (2) In the event of non receipt of minimum subscription all application moneys received in the public issue shall be refunded forthwith to the applicants.

13 · A public issue of debt securities may be underwritten by an underwriter registered with the Board and in such a case adequate disclosures regarding underwriting arrangements shall be disclosed in the offer document.

14 · (1) The offer document shall not omit disclosure of any material fact which may make the statements made therein, in light of the circumstances under which they are made, misleading. (2) The offer document or abridged prospectus or any advertisement issued by an issuer in connection with a public issue of debt securities shall not contain any false or misleading statement.

15 · (1) A trust deed for securing the issue of debt securities shall be executed by the issuer in favour of the debenture trustee within three months of the closure of the issue.

16 · (1) For the redemption of the debt securities issued by a company, the issuer shall create debenture redemption reserve in accordance with the provisions of the Companies Act, 1956 and circulars issued by Central Government in this regard.

17 · (1) The proposal to create a charge or security , if any, in respect of secured debt securities shall be disclosed in the offer document along with its implications.

11 · [Right to recall or redeem prior to maturity

17A · An issuer making public issue of debt securities may recall such securities prior to maturity date at his option (call) or provide such right of redemption prior to maturity date (put) to all the investors or only to retail investors, at their option, subject to the following:

11 · Inserted by the SEBI (Issue and Listing of Debt Securities) (Amendment) Regulations, 2015 w.e.f. 24-03-15.

18 · (1) The issuer shall redeem the debt securities in terms of the offer document.

19 · (1)An issuer desirous of making an offer of debt securities to the public shall make an application for listing to one or more recognized stock exchanges in terms of sub-section (1) of section 73 of the Companies Act,1956(1 of 1956).

12 · [(3) Where the issuer has disclosed the intention to seek listing of debt securities issued on private placement basis, the issuer shall forward the listing application along with the disclosures specified in Schedule I to the recognized stock exchange within fifteen days from the date of allotment of such debt securities.]

20 · (1) An issuer may list its debt securities issued on private placement basis on a recognized stock exchange subject to the following conditions:

13 · [(e) where the application is made to more than one recognized stock exchange, the issuer shall choose one of them as the designated stock exchange.]

14 · [(3) The designated stock exchange shall collect a regulatory fee as specified in Schedule V from the issuer at the time of listing of debt securities issued on private placement basis.]

15 · [Consolidation and re-issuance

12 · Inserted by the SEBI(Issue and Listing of Debt Securities)(Amendment)Regulations, 2012 w.e.f. 12-10-12.

13 · Inserted by the SEBI (Payment of Fees) (Amendment) Regulations, 2014 w.e.f. 23. 05.14

14 · Inserted by the SEBI (Payment of Fees) (Amendment) Regulations, 2014 w.e.f. 23. 05.14

15 · Inserted by the SEBI(Issue and Listing of Debt Securities) (Amendment) Regulations, 2015 w.e.f. 24-03-15.

20A · An issuer may carry out consolidation and re-issuance of its debt securities, 16 [in the manner as may be specified by the Board from time to time] subject to the fulfillment of the following conditions:

17 · [the articles of association of the issuer shall not have any provision, whether express or implied, contrary to such consolidation and re-issuance;]

18 · [International Securities Identification Number.

20B · Any issuer issuing debt securities on private placement basis, shall comply with the conditions relating to the issue of International Securities Identification Number, as may be specified by the Board from time to time.]

21 · (1) The issuer making a private placement of debt securities and seeking listing thereof on a recognized stock exchange shall make disclosures 19 [in a disclosure document] as specified in Schedule I of these regulations accompanied by the latest Annual Report of the issuer. (2) The disclosures as provided in sub-regulation (1) shall be made on the web sites of stock exchanges where such securities are proposed to be listed and shall be available for download in

20 · [Filing of Shelf Disclosure Document.

16 · Inserted by the SEBI (Issue and Listing of Debt Securities) (Amendment) Regulations, 2017 , w.e.f. 13.06.2017

17 · Substituted ibid for clause which read " there is such an enabling provision in its articles under which it has been incorporated; " .

18 · Inserted by the SEBI (Issue and Listing of Debt Securities) (Amendment) Regulations, 2017, w.e.f. 13.06.2017

19 · Ibid.

20 · Ibid.

21A · (1) An issuer making a private placement of debt securities and seeking listing thereof on a recognised stock exchange may file a Shelf Disclosure Document containing disclosures as provided in Schedule I.

22 · In exercise of the powers conferred by sub-rule (7) of rule 19 of the Securities Contracts (Regulation) Rules, 1957, the Board hereby relaxes the strict enforcement of: (a) sub-rules (1) and (3) of rule 19 the said rules in relation to listing of debt securities issued by way of a public issue or a private placement;

23 · (1) All the issuers making public issues of debt securities or seeking listing of debt securities issued on private placement basis shall comply with the conditions of listing specified in the respective listing agreement for debt securities.

24 · (1) The debt securities issued to the public or on a private placement basis, which are listed in recognized stock exchanges, shall be traded and such trades shall be cleared and settled in recognized stock exchanges subject to conditions specified by the Board.

25 · (1) The debenture trustee shall be vested with the requisite powers for protecting the interest of holders of debt securities including a right to appoint a nominee director on the Board of the issuer in consultation with institutional holders of such securities.

26 · (1) The issuer shall disclose all the material facts in the offer documents issued or distributed to the public and shall ensure that all the disclosures made in the offer document are true, fair and adequate and there is no mis-leading or untrue statements or mis-statement in the offer document. (2) The Merchant Banker shall verify and confirm that the disclosures made in the offer documents are true, fair and adequate and ensure that the issuer is in compliance with these regulations as well as all transaction specific disclosures required in Schedule I of these regulations and Schedule II of the Companies Act, 1956.

27 · (1) Without prejudice to the provisions of sections 11 and 11C of the Act and section 209A of the Companies Act, the Board may suo-motu or upon information received by it, appoint one or more persons to undertake the inspection of the books of account, records and documents of the issuer or merchant banker or any other intermediary associated with the public issue, disclosure or listing of debt securities, as governed under these regulations, for any of the purposes specified in sub -regulation (2).

28 · Without prejudice to the action under section 11, 11A, 11 B, 11D, sub- section (3) of section 12, Chapter VIA and section 24 of the Act or section 621 of the Companies Act, 1956, the Board may suo -motu or on receipt of information or on completion or pendency of inspection or investigation, in the interests of the securities market, issue or pass such directions as it deems fit including any or all of the following –

15T · of the Act read with the Securities Appellate Tribunal (Procedure) Rules, 2000.

30 · The powers exercisable by the Board under these regulations shall also be exercisable by any officer of the Board to whom such powers are delegated by the Board.

31 · (1) The Board may by a general or special order or circular specify any conditions or requirement in respect of issue of debt securities.

32 · (1) In order to remove any difficulties in the application or interpretation of these regulations, the Board may issue clarifications or grant relaxations from application requirement or conditions of these regulations, after recording reasons therefore.

33 · (1) On and from the commencement of these regulations, the provisions of Securities and Exchange Board of India (Disclosure and Investor Protection) Guidelines, 2000 in so far as they relate to issue and listing of debt securities shall stand rescinded.

21 · [ SCHEDULE I

21 · Substituted by the SEBI(Issue and Listing of Debt Securities)(Amendment)Regulations, 2012 w.e.f. 12-10-12. Prior ro its substitution, Schedule I read as under:

22 · Substituted by the SEBI (Issue and Listing of Debt Securities)(Amendment)Regulations, 2015 w.e.f. 24-03-15 for the words "Put option".

23 · Ibid.

24 · Substituted by the SEBI (Issue and Listing of Debt Securities)(Amendment)Regulations, 2015 w.e.f. 24-03-15 for the words "Call option".

25 · Ibid

26 · Substituted by the SEBI (Issue and Listing of Debt Securities)(Amendment) Regulations, 2015 w.e.f. 24-03-15 for the words "put option".

27 · Substituted by the SEBI (Issue and Listing of Debt Securities)(Amendment) Regulations, 2015 w.e.f. 24-03-15 for the words "call option".

28 · Substituted by the SEBI (Issue and Listing of Debt Securities)(Amendment) Regulations, 2015 w.e.f. 24-03-15 for the words "Put option" and "Call option" respectively.

29 · [C. Disclosures pertaining to wilful default

29 · Inserted by the SEBI (Issue and Listing of Debt Securities) (Amendment) Regulations, 2016 w.e.f. 25-05-16.

3 · We confirm that the offer document contains all disclosures as specified in the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008.

30 · [SCHEDULE V

30 · Inserted by the SEBI (Payment of Fees) (Amendment) Regulations, 2014 w.e.f. 23. 05.14.

31 · Inserted by the SEBI (Payment of Fees and Mode of Payment) (Amendment) Regulations, 2017, w.e.f. 6.3.2017.

32 · Inserted by the SEBI (Payment of Fees and Mode of Payment) (Amendment) Regulations, 2017, w.e.f. 6.3.2017.