THE GAZETTE OF INDIA
PART –III– SECTION 4
PUBLISHED BY AUTHORITY
NEW DELHI, JUNE 6, 2008
SECURITIES AND EXCHANGE BOARD OF INDIA
Mumbai, the 6th June, 2008
SECURITIES AND EXCHANGE BOARD OF INDIA
(ISSUE AND LISTING OF DEBT SECURITIES) REGULATIONS, 2008
LAD-NRO/GN/2008/13/127878- In exercise of the powers under section 30 of the Securities and Exchange Board of India Act, 1992 (15 of 1992), the Board hereby makes the following regulations, namely:-
Short title, and 1. (1) These Regulations may be called the Securities and
commencement Exchange Board of India (Issue and Listing of Debt
Securities) Regulations, 2008.
(2) They shall come into force on the date of their publication in the Official Gazette.
Definitions 2. (1) In these Regulations, unless the context otherwise requires,
(a) “Act” means the Securities and Exchange Board of India Act, 1992 (15 of 1992);
(b) advertisement” includes notices, brochures, pamphlets, circulars, show cards, catalogues, hoardings, placards, posters, insertions in newspaper, pictures, films, cover pages of offer documents or any other print medium, radio, television programmes through any electronic medium;
(c) “Board” means the Securities and Exchange Board of India established under provisions of Section 3 of Act;
(d) “book building” means a process undertaken prior to filing of prospectus with the Registrar of Companies by means of circulation of a notice, circular, advertisement or other document by which the demand for the debt securities proposed to be issued by an issuer is elicited and the price and quantity of such securities is assessed;
(e) “debt securities” means a non-convertible debt securities which create or acknowledge indebtedness, and include debenture, bonds and such other securities of a body corporate 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;
(f) “designated stock exchange” means a stock exchange in which securities 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;
(g) “issuer” means any company, public sector undertaking or statutory corporation which makes or proposes to make an issue of debt securities in accordance with these regulations or which has its securities listed on a recognized stock exchange or which seeks to list its debt securities on a recognized stock exchange;
(h) “private placement” means an offer or invitation to less than fifty persons to subscribe to the debt securities in terms of sub-section (3) of section 67 of the Companies Act, 1956 (1 of 1956);
(i) “public issue” means an offer or invitation by an issuer to public to subscribe to the debt securities which is not in the nature of a private placement;
(j) “offer document” means prospectus and includes any such document or advertisement whereby the subscription to debt securities are invited by the issuer from public ;
(k) “recognised stock exchange” means any stock exchange which is recognised under section 4 of the Securities Contracts (Regulation) Act, 1956;
(l) “schedule” means a schedule annexed to these regulations;
(m) “specified” means specified by a general or special order or circular issued under the Act or these regulations.
(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, 1956 or Securities Contracts (Regulation) Act, 1956 or the Depositories Act, 1996 or the Rules and the Regulations made thereunder or any statutory modification or reenactment thereto, unless the context requires otherwise.
Applicability 3. These regulations shall apply to-
(a) public issue of debt securities; and
(b) listing of debt securities issued through public issue or on private placement basis on a recognized stock exchange.