SECURITIES AND EXCHANGE BOARD OF INDIA
NOTIFICATION
Mumbai, the 11th April, 2022
SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF NON‑CONVERTIBLE SECURITIES) (AMENDMENT) REGULATIONS, 2022
No. SEBI/LAD-NRO/GN/2022/77.—In exercise of the powers conferred under section 30 of the Securities and Exchange Board of India Act, 1992 (15 of 1992), the Board hereby makes the following regulations to further amend the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021, namely: –
1. These regulations may be called the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) (Amendment) Regulations, 2022.
2. They shall come into force on the date of their publication in the Official Gazette.
3. In the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021, –
I. In regulation 23, sub-regulation (5) shall be substituted with the following, namely, –
“(5) The issuer shall ensure that the secured debt securities are secured by hundred percent security cover or higher security cover as per the terms of the offer document and/or Debenture Trust Deed, sufficient to discharge the principal amount and the interest thereon at all times for the issued debt securities.”
II. In regulation 38, sub-regulation (2) shall be substituted with the following, namely, –
“(2) The lead manager shall ensure that the secured debt securities are secured by hundred percent security cover or higher security cover as per the terms of the offer document and/or Debenture Trust Deed, sufficient to discharge the principal amount and the interest thereon at all times for the issued debt securities.”
III. Regulation 40 shall be substituted with the following, namely, – “Due Diligence by Debenture trustee
40. The debenture trustee shall, at the time of filing the draft offer document with the stock exchange(s) and prior to opening of the public issue of debt securities, furnish to the Board and stock exchange(s), a due diligence certificate:
(a) in case of secured debt securities, in the format as specified in Schedule IV of these regulations; and
(b) in case of unsecured debt securities, in the format as specified in Schedule IVA of these regulations.”
IV. In regulation 43, sub-regulation (2) shall be substituted with the following, namely, –
“(2) The charge created in respect of the secured debt securities shall be disclosed in the offer document and the Debenture Trust Deed along with an undertaking that the assets on which the charge or security has been created to meet the hundred percent security cover or higher security cover is free from any encumbrances and in case the assets are encumbered, the permissions or consent to create any further charge on the assets has been obtained from the existing creditors to whom the assets are charged, prior to creation of the charge.”
V. In regulation 44, sub-regulation 3 shall be substituted with the following, namely, –
“(3) The debenture trustee shall submit a due diligence certificate to the stock exchange:
(a) in case of secured debt securities, in the format as specified in Schedule IV of these regulations; and
(b) in case of unsecured debt securities, in the format as specified in Schedule IVA of these regulations.”
VI. In regulation 48, sub-regulation (2) shall be substituted with the following, namely, –
“(2) The charge created in respect of secured debt securities shall be disclosed in the offer document and the Debenture Trust Deed along with an undertaking that the assets on which the charge or security has been created to meet the hundred percent security cover or higher security cover is free from any encumbrances and in case the assets are encumbered, the permissions or consent to create any further charge on the assets has been obtained from the existing creditors to whom the assets are charged, prior to creation of the charge.”
VII. In schedule I,
i. In Part A, clause 2.2.3 shall be substituted with the following, namely-
“2.2.3 Details of credit rating, along with the latest press release of the Credit Rating Agency in relation to the issue and declaration that the rating is valid as on the date of issuance and listing. Such press release shall not be older than one year from the date of opening of the issue.”
ii. In Part B, the clause titled „Credit Rating‟ shall be substituted with the following, namely-
CREDIT RATING
Name of Credit Rating Agency(ies) and the rating(s) obtained along with the date(s) of the press release of the Credit Rating Agency.”
VIII. In Schedule II, clause 2.3.3 shall be substituted with the following, namely-
“2.3.3 Details of credit rating, along with the latest press release of the Credit Rating Agency in relation to the issue and declaration that the rating is valid as on the date of issuance and listing. Such press release shall not be older than one year from the date of opening of the issue.”
IX. In Schedule IV,
i. the words and symbols “Regulation 40” shall be replaced with the words and symbols “Regulation 40(a)”;
ii. the words and symbols “Regulation 44(3)” shall be replaced with the words and symbols “Regulation 44(3)(a)”;
iii. before the words “SECURITIES AND EXCHANGE BOARD OF INDIA”, the words and symbols “STOCK EXCHANGE / ” shall be inserted.
X. After Schedule IV, the following new Schedule shall be inserted, namely-
“SCHEDULE IVA
FORMAT OF DUE DILIGENCE CERTIFICATE TO BE GIVEN BY THE
DEBENTURE TRUSTEE
[See Regulation 40(b) and Regulation 44(3)(b)]
FORMAT OF DUE DILIGENCE CERTIFICATE TO BE GIVEN BY THE
DEBENTURE TRUSTEE BEFORE OPENING OF THE ISSUE
To
STOCK EXCHANGE! SECURITIES AND EXCHANGE BOARD OF INDIA Dear Sir ! Madam,
SUB.: ISSUE OF_____________________ BY_______________ LTD.
We, the Debenture Trustee(s) to the above-mentioned forthcoming issue state as follows:
1) We have examined documents pertaining to the said issue and other such relevant documents, reports and certifications.
2) On the basis of such examination and the discussions with the issuer, its directors and other officers, other agencies and on independent verification of the various relevant documents, reports and certifications:
WE CONFIRM that:
a) All disclosures made in the offer document with respect to the debt securities are true, fair and adequate to enable the investors to make a well-informed decision as to the investment in the proposed issue.
b) Issuer has disclosed all covenants proposed to be included in debenture trust deed (including any side letter, accelerated payment clause etc.), in the offer document.
c) Issuer has given an undertaking that debenture trust deed shall be executed before filing of listing application.
Place:
Date:
DEBENTURE TRUSTEE TO THE ISSUE WITH RUBBER STAMP ”
MADHABI PURI BUCH, Chairman
[ADVT.-I I I/4/Exty./1 7/2022-23]
Footnote:
1. The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 was published in the Gazette of India on August 9, 2021 vide No. SEBI/LADN RO/GN/2021/39.
