Securities and Exchange Board of India (Issue and Listing of Debt Securities) (Amendment) Regulations 2020

Securities and Exchange Board of India (Issue and Listing of Debt Securities) (Amendment) Regulations 2020

THE GAZETTE OF INDIA EXTRAORDINARY

PART – III – SECTION 4

PUBLISHED BY AUTHORITY

SECURITIES AND EXCHANGE BOARD OF INDIA

NOTIFICATION

Mumbai, the 8th October, 2020

SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF DEBT SECURITIES) (AMENDMENT) REGULATIONS, 2020

No. SEBI/ LAD-NRO/GN/2020/35 ─ 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 to amend the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008, namely:- 1. These regulations may be called the Securities and Exchange Board of India (Issue and Listing of Debt Securities) (Amendment) Regulations, 2020. 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 Debt Securities) Regulations, 2008,-

I. In regulation 2,

a. in sub-regulation (1), clause (h) shall be substituted with the following, namely, -

“(h)“Private placement” means an offer or invitation to subscribe or issue of securities to a select group of persons by a company (other than by way of public offer) through private placement offer-cum-application, which satisfies the conditions specified in section 42 of the Companies Act, 2013.”

b. in sub-regulation (2) the words and symbols “Companies Act, 1956” shall be substituted with the words and symbols “Companies Act, 2013”.

II. In regulation 4, in sub-regulation (4), the words and symbols “Section 117B of the Companies Act, 1956 (1 of 1956)” shall be substituted with the words and symbols “Section 71 of the Companies Act, 2013 (18 of 2013)”.

III. In regulation 5, in sub-regulation (2), clause (a) shall be substituted with the following, namely, -

“disclosures specified in Companies Act, 2013 and Rules prescribed thereunder;”.

IV. In regulation 6A, in sub-regulation (3), the words and symbols “Companies Act, 1956 or “ and “whichever is applicable” shall be omitted.

V. In regulation 15, the existing sub-regulation (2), shall be substituted with the following, namely,-

“(2) Every debenture trustee shall amongst other matters, accept the trust deeds which shall contain the matters as prescribed under section 71 of Companies Act, 2013 and Form No. SH.12 of the Companies (Share Capital and Debentures) Rules, 2014. Such trust deed shall consist of two parts:

a. Part A containing statutory/standard information pertaining to the debt issue.

b. Part B containing details specific to the particular debt issue.”

VI. In regulation 16, in sub-regulation (1), the words and symbols “Companies Act, 1956” shall be substituted with the words and symbols “Companies Act, 2013.”

VII. In regulation 18, in sub-regulation (2), the words “twenty one days” shall be substituted the words “fifteen days”.

VIII. In regulation 19, in sub-regulation (1), the words and symbols “sub-section 1 of section 75 of the Companies Act, 1956 (1 of 1956)” shall be substituted with the words and symbols “sub-section (1) and sub-section (2) of section 40 of the Companies Act, 2013 (18 of 2013).”

IX. In regulation 20, in sub-regulation (1), in clause (a), the words and symbols “Companies Act, 1956” shall be substituted with the words and symbols “Companies Act, 2013.”