On September 17, 2024, the Securities and Exchange Board of India (SEBI) released Notification No. SEBI/LAD-NRO/GN/2024/205 to amend the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021. The amendments include several key changes: the timeframe for issuers to post draft offer documents has been reduced from seven working days to five, and electronic modes of advertisement have been expanded to include online platforms. Additionally, issuers must now publish a notice in national and regional newspapers with a QR code linking to the full advertisement. Changes to the required disclosures include a reduction in the number of working days for certain submissions and the omission of personal addresses and permanent account numbers from specific documentation. The amendments also stipulate that details of branches may be provided via static QR codes, ensuring better accessibility to information for stakeholders. The notification emphasizes compliance with statutory requirements and aims to enhance transparency and efficiency in the process of issuing and listing non-convertible securities. These changes will come into effect upon publication in the Official Gazette and will impact future assessments from the 2025-2026 assessment year onward.
SECURITIES AND EXCHANGE BOARD OF INDIA
NOTIFICATION
Mumbai, the 17th September 2024
SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF NON-CONVERTIBLE
SECURITIES) (SECOND AM ENDM ENT) REGULATIONS, 2024
No. SEBI/LAD-NRO/GN/2024/205.—In exercise of the powers conferred under sub-section (1) of section 30 of the Securities and Exchange Board of India Act, 1992 (15 of 1992), the Securities and Exchange Board of India 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) (Second Amendment) Regulations, 2024.
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, –
(1) in regulation 27,
(a) in sub-regulation (2), the words “seven working” shall be substituted with the words “five” and the symbol “.” shall be substituted with the symbol “:”; and
(b) after sub-regulation (2), the following shall be inserted, namely –
“Provided that issuers whose specified securities are listed on a recognised stock exchange having nationwide trading terminals shall post the draft offer document filed with stock exchange(s) for one day immediately after the date of filing the draft offer document with stock exchange(s)”
(2) in regulation 30,
(a) in sub-regulation (1), after the words “issuer shall make an advertisement”, the words “through electronic modes such as online newspapers or website of the issuer or the stock exchange, or” shall be inserted; and
(b) after sub-regulation (1), the following shall be inserted, namely –
“Provided that issuers opting to advertise the public issue through electronic modes shall publish a notice, in an English national daily and regional daily newspaper with wide circulation at the place where the registered office of the issuer is situated, exhibiting a QR Code and link to the complete advertisement”
(3) in regulation 33A,
(a) in sub-regulation (1), the word “three” shall be substituted with the word “two”
(b) in sub-regulation (2), the words “three working days” shall be substituted with the words “one working day ”.
4. In Schedule I,
(a) in paragraph 3.3.2, in clause (a),
(i) the words and symbol “personal addresses” shall be omitted.
(ii) the words and symbol “ permanent accountant number” shall be omitted
(b) in paragraph 3.3.2, in clause (b), the words “and pas port number” sha l be substituted with the words and symbols “, passport number and personal addresses”.
(c) in paragraph 3.3.8, clause (d) shall be substituted with the following, namely,–
“(d) Details of branches or units where the issuer carries on its business activities, if any may be provided in the form of a static Quick Response (QR) code and web link.
If the issuer provides the details of branches or units in the form of a static QR code and web link, the details of the said branches or units shall be provided to the debenture trustee as well and kept available for inspection as specified in clause (g) of paragraph 3.3.41 of this Schedule. A checklist item in he ‘Security and Covenant Monitoring System’ shalalso be included for providi g information about branches or units of the issuer to the debenture trustee and confirmation of the same by the debenture trustee.”
(d) in paragraph 3.3.8, clause (e) shall be substituted with the following, namely,-
“(e) Use of proceeds (in the order of priority for which the said proceeds will be utilized): (i) purpose of the placement; (ii) break-up of the cost of the project for which the money is being raised; (iii) means of financing for the project; (iv) proposed deployment status of the proceeds at each stage of the project.”
(e) in paragraph 3.3.10, in clause (e), after the words “consolidated and standalone basis”, the words and symbols “in respect of the financial information provided under clauses (a) to (c) above” shall be inserted.
(f) in paragraph 3.3.37,
(i) The words and symbol “The directors in case of a body corporate and such authorized persons in case the issuer is not a body corporate shall attest that” shall be substituted with the words and symbol “The persons authorised by the issuer shall attest that:”
(ii) after clause (e), the following new clauses shall be inserted, namely,-
“(f) The contents of the document have been perused by the Board of Directors, and the final and ultimate responsibility of the contents mentioned herein shall also lie with the Board of Directors.
The following shall be the authorised persons in case the issuer is a body corporate:
(i) executive Chairperson and compliance officer; or
(ii) Managing Director or Chief Executive Officer and compliance officer; or
(iii) Chief Financial Officer and compliance officer; or
(iv) whole-time director and compliance officer; or
(v) any two key managerial personnel.
(g) they are duly authorised to attest as per this clause by the board of directors or the governing body, as the case may be, by a resolution, a copy of which is also disclosed in the offer document.”
(g) in paragraph 3.3.41, in clause (b), the proviso shall be substituted with the following, namely,-
“Provided that the disclosures specified in sub-clauses (i) to (iv) above shall be provided for the top five vendors on the basis of value viz. sale consideration payable to the vendors.
Provided further that for the remaining vendors, such details may be provided on an aggregated basis in the offer document, specifying number of vendors from whom it is being acquired and the aggregate value being paid; and the detailed disclosures as specified in sub-clauses (i) to (iv) above may be provided by way of static QR code and web link. If the issuer provides the said details in the form of a static QR code and web link, the same shall be provided to the debenture trustee as well and kept available for inspection as specified in clause (g) of paragraph 3.3.41 of this Schedule. A checklist item in the ‘Security and Covenant Monitoring System’ shall also be included for providing the detailed disclosures, as specified in sub-clauses (i) to (iv) above, to the debenture trustee and confirmation of the same by the debenture trustee.”
BABITHA RAYUDU, Executive Director
[ADVT.-III/4/Exty./496/2024-25]
Footnotes:
1. The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 were published in the Gazette of India on August 9, 2021 vide No. SEBI/LAD-NRO/GN/2021/39.
2. The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021, were subsequently amended on:
(i) April 11, 2022 by the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) (Amendment) Regulations, 2022 vide notification no. SEBI/LAD-NRO/GN/2022/77.
(ii) November 9, 2022 by the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) (Second) (Amendment) Regulations, 2022 vide notification no. SEBI/LAD-NRO/GN/2022/1 02.
(iii) February 2, 2023 by the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) (Amendment) Regulations, 2023 vide notification no. SEBI/LAD-NRO/GN/2023/1 19.
(iv) February 7, 2023 by the Securities and Exchange Board of India (Payment of Fees and Mode of Payment) (Amendment) Regulations, 2023 vide notification no. SEBI/LAD-NRO/GN/2023/12 1.
(v) July 4, 2023 by the Securities and Exchange Board of India (Alternative Dispute Resolution Mechanism) (Amendment) Regulations, 2023 vide notification No. SEBI/LAD-NRO/GN/2023/137.
(vi) July 6, 2023 by the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) (Second Amendment) Regulations, 2023 vide notification no. SEBI/LAD-NRO/GN/2023/135.
(vii) August 18, 2023 by the Securities and Exchange Board of India (Facilitation of Grievance Redressal Mechanism) (Amendment) Regulations, 2023 vide notification No. SEBI/LAD-NRO/GN/2023/146.
(viii) July 10, 2024 by the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) (Amendment) Regulations, 2024 vide notification no. SEBI/LAD-NRO/GN/2024/190.
