THE GAZETTE OF INDIA
PART – III – SECTION 4
PUBLISHED BY AUTHORITY
NEW DELHI, JULY 15, 2015
SECURITIES AND EXCHANGE BOARD OF INDIA
Mumbai, the 15th of July, 2015
SECURITIES AND EXCHANGE BOARD OF INDIA
(ISSUE AND LISTING OF DEBT SECURITIES BY MUNICIPALITIES)
No. SEBI/ LAD-NRO/GN/2015-16/006.- In exercise of the powers conferred by Section 30 of the Securities and Exchange Board of India Act, 1992 (15 of 1992), to put in place a framework for public issue of debt securities by municipalities, listing and trading of such securities and matters incidental thereto, the Board hereby makes the following regulations, namely, —
Short title and commencement.
1. (1) These regulations may be called the Securities and Exchange Board of India (Issue and Listing of Debt Securities by Municipalities) Regulations, 2015.
(2) These regulations shall come into force on the date of their publication in the Official Gazette.
2. (1) In these regulations, unless the context otherwise requires, the terms defined shall bear the meanings assigned to them below, and their cognate expressions shall be construed accordingly,–
(a) “Act” means the Securities and Exchange Board of India Act, 1992 (15 of 1992);
(b) “advertisement” includes all forms of communication including notices, brochures, pamphlets, show cards, catalogues, hoardings, placards, posters, insertions in newspaper, cover pages of offer documents, pictures, films, etc., in any print media or electronic media or social media, radio, television programme;
(c) “Board” means the Securities and Exchange Board of India established under section 3 of the Act;
(d) “corporate municipal entity” means a company as defined under Companies Act, 2013, which is a subsidiary of a municipality and which is set up for the purpose of raising funds for a specific municipality or group of municipalities;
(e) “debt securities” means a non-convertible debt securities which create or acknowledge indebtedness, and include debenture, bonds and such other securities of a municipality, or a corporate municipal entity, whether constituting a charge on the assets of such body or not;
(f) “designated stock exchange” means a recognised stock exchange in which securities of an issuer are listed or proposed to be listed and which is chosen by the issuer as a designated stock exchange for the purpose of a particular issue of debt securities under these regulations;
(g) “general obligation bonds” means debt securities where principal and interest are serviced through tax proceeds of the municipality.
(h) “issuer” means any municipality or a corporate municipal entity, which makes or proposes to make an issue of debt securities in accordance with these regulations or which has its securities listed on a recognised stock exchange or which seeks to list its debt securities on a recognised stock exchange;
(i) “municipality” means an institution of self-government constituted under Article 243Q of the Constitution of India;
(j) “national municipal accounts manual” means the municipal accounting manual formulated by the Ministry of Urban Development;
(k) “offer document” means prospectus or shelf prospectus and includes any such document or advertisement whereby the subscription to debt securities are invited by the issuer from public;
(l) “private placement” means any offer of debt securities or invitation to subscribe to debt securities to a select group of persons by a municipality through issue of a private placement offer letter to not more than two hundred persons, which shall not intend to result in, directly or indirectly, the debt securities becoming available for subscription or purchase by persons other than those receiving the offer or invitation:
Provided that for a corporate municipal entity, it shall mean an offer or invitation made in terms of section 42 of the Companies Act, 2013 and the rules made thereunder, through issue of a private placement offer letter;
(m) “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;
(n) “revenue bonds” means debt securities which are serviced by revenues from one or more projects;