THE GAZETTE OF INDIA

5 · (1) The offer document shall contain all material disclosures which are necessary for the

6 · (1) No issuer shall make & public issue of debt securities unless a draft offer document has been filed with the designated stock exchange through the lead merchant banker: 2) The draft offer document filed with the designated stock exchange shall be made public by posting the same on the website of the designated stock exchange for seeking public comments for period of seven working days from the date of- filing the draft offer document with such exchange. (3 The draft offer document may also be displayed on the website of the issuer, merchant bankers and the stock exchanges where the debt securities are proposed to be listed. The lead merchant banker shall ensure that the draft offer document clearly specifies the names and contact particulars of the compliance officer of the lead merchant banker and the issuer including the postal and email address, telephone and fax numbers. 5) The Lead Merchant Banker 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. (6) A copy of draft and final offer document shall also be forwarded to the Board for its records,?[along with regulatory fees as specified in Schedule V] simultaneously with filing of these documents with designated stock exchange. The lead merchant banker shall, prior to filing of the offer document with the Registrar of Companies, furnish to the Board a due diligence certificate aS per Schedule II of these regulations. (8) The debenture trustee shall, prior to the opening of the public issue, furnish to the Board a due diligence certificate as per Schedule III of these regulations.

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

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. 2 No issuer shall issue an advertisement which is misleading in material particular O which contains any information in a distorted manner or which is manipulative Or deceptive (3) The advertisement shall be truthful, fair and clear and shall not contain a statement, promise O forecast which is untrue Or misleading: Any advertisement issued by the issuer shall not contain any matters which are extraneous to the contents of the offer document.

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.

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 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: a) 17[the articles of association of the issuer shall not have any provision, whether express or implied, contrary to such consolidation and re-issuance;] b) the issue is through private placement; the issuer has obtained fresh credit rating for each re-issuance from at least one credit rating agency registered with the Board and is disclosed; such ratings shall be revalidated on a periodic basis and the change, if any; shall be disclosed;

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 (2) An issuer filing a Shelf Disclosure Document under sub-regulation (1), shall not be required to file disclosure document; while making subsequent private placement of debt securities for a period of 180 days from the date of filing of the shelf disclosure document: Provided that the issuer while making any private placement under Shelf Disclosure Document, shall file with the concerned stock exchange updated disclosure document with respect to each tranche, containing details of the private placement and material changes, if any, in the information provided in Shelf Disclosure Document:]

25 ·

27 · (1) Without prejudice to the provisions of sections 11 and 1IC 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 O merchant banker or any other intermediary associated with the public issue, disclosure O listing of debt securities, as governed under these regulations, for any of the purposes specified in sub-regulation (2). (2 The purposes referred to in sub-regulation (1) may be as follows; namely: - a) to verify whether the provisions of the Act; Securities Contracts (Regulation) Act,- 1956, Depositories Act,1996, the rules and regulations made thereunder in respect of issue of securities have been complied with; (b) to verify whether the requirement in respect of issue of securities as specified in these regulations has been complied with; to verify whether the requirements of listing conditions and continuous disclosure requirement have been complied with; (d) to inquire into the complaints received from investors, other market participants or any other persons on any matter of issue and transfer of securities governed under these regulations; e) to inquire into affairs of the issuer in the interest of investor protection or the integrity of the market governed under these regulations; to inquire whether any direction issued by the Board has been complied with: (3) While undertaking an inspection under these regulations, the inspecting authority Or the Board, as the case may be, shall follow the procedure specified by the Board for inspection of the intermediaries.

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 [ read as under: SCHEDULE I [See Regulation 5 (2) (b)] DISCLOSURES 1. The issuer seeking listing of its debt securities on recognized stock exchange shall forward the listing application to the stock exchange along with the following documents a). Memorandum and Articles of Association and a copy of the Trust Deed. (b). Copy of latest audited balance sheet and Annual Report. (c). Statement containing particulars of dates 0f,and parties t0 all material contracts and agreements: Provided that a recognized stock exchange may call for such further particulars O documents as it deems proper 2. The following disclosures shall be made where relevant: i. Name and address of the registered office of the issuer_ ii. Names and addresses of the directors of the issuer_ iii. A brief summary of the business/ activities of the issuer and its line of business iv. And a brief history of the issuer since its incorporation giving details of its activities including any reorganization, reconstruction O amalgamation, changes in its capital structure, (authorized, issued and subscribed) and borrowings, if any_ V. Details of debt securities issued and sought to be listed including face value, nature of debt securities mode of issue i.e. public issue Or private placement vi. Issue size vii. Details of utilization of the issue proceeds viii. statement containing particulars of the dates of, and parties to all material contracts, agreements involving financial obligations of the issuer ix. Details of other borrowings including any other issue f debt securities in past; Any material event/ development O change at the time of issue O subsequent t0 the issue which may affect the issue or the investor' s decision t0 invest continue t0 invest in the debt secutities_ xi. Particulars of the debt securities issued (i) for consideration other than cash; whether in whole or part, (ii) at premium OT discount; Or (iii) in pursuance of an option: xii. A list of highest ten holders of each class or kind of securities of the issuer aS on the date of application along with particulars as to number of shares Or debt securities held by them and the address of each such holder: xiii. An undertaking that the issuer shall use a common form of transfer xiv. Redemption amount, period of maturity, yield on redemption. XV. Information relating to the terms of offer Or purchase. xvi_ The discount at which such offer is made and the effective price for the investor as a result of such discount xvii The debt equity ratio prior to and after issue of the debt security. xviii. Servicing behavior on existing debt securities, payment of due interest O due dates on term loans and debt securities_ xix. That the permission consent from the prior creditor for a second or pari passu charge being created in favor of the trustees to the proposed issue has been obtained. XX_ The names of the debenture trustee(s) shall be mentioned with a statement t0 the effect that debenture trustee(s has given his consent t0 the issuer for his appointment under regulation 4 (4) and also in all the subsequent periodical communications sent t0 the holders of debt securities_ xxi_ The rating rationale (s) adopted by the rating agencies shall be disclosed xxii. Names of all the recognised stock exchanges where securities are proposed to be listed clearly indicating the designated stock exchange and also whether in principle approval from the recognised stock exchange has been obtained. xxiii. summary term sheet shall be provided which shall include brief information pertaining to the Secured Unsecured Non Convertible debt securities (or a series thereof) as follows where relevant): Issuer Minimum Subscription of Debt securities and in multiples of_ Debt securities thereafter Tenor Months from the Deemed Date of Allotment Coupon Rate Coupon Date % p.a_ (payable on each year

1 · The issuer seeking listing of its debt securities 0n a recognized stock exchange shall file the following disclosures along with the listing application to the stock exchange:

2 · Issuer shall submit the following disclosures to the Debenture Trustee in electronic form (soft copy) at the time of allotment of the debt securities:

8 · Details of borrowings of the Company, as on the latest quarter end:-

25 · '[Call] Price

15 · days prior to each Coupon Payment 28 '[Put] Date [Call] Date Redemption date

1 · If there is any change in Coupon Rate rate pursuant to any event including elapse of certain time period or downgrade in rating then such new Coupon Rate and events which lead to such change should be disclosed

2 · The procedure used to decide the dates on which the payment can be made and adjusting payment dates in response to days when payment can t be made due to any reason like sudden bank holiday etc_, should be laid down.

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

1 · We confirm that neither the issuer nor its promoters O directors have been prohibited from accessing the capital market under any order Or direction passed by the Board. We also confirm that none of the intermediaries named in the offer document have been debarred from functioning by any regulatory authority. 2 We confirm that all the material disclosures in respect f the issuer have been made in the offer document and certify that any material development in the issue Or relating to the issue up to the commencement of listing and trading of the shares offered through this issue shall be informed through public noticesl advertisements in all those newspapers in which pre-issue advertisement and advertisement for opening or closure of the issue have been given. 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. 4_ We also confirm that all relevant provisions of the Companies Act; 1956, Securities Contracts, (Regulation) Act, 1956, Securities and Exchange Board of India Act, 1992 and the Rules, Regulations, Guidelines, Circulars issued thereunder are complied with. We confirm that all comments/ complaints received on the draft offer document filed on the website of (designated stock exchange) have been suitably addressed.

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.