Issue_and_Listing_of_Debt_Securities_Oct08_2020
4 (1) No issuer shall make any public issue of debt securities if as on the date of filing of draft offer document or final offer document as provided in these regulations:(a)(b)the issuer or the person in control of the issuer or its promoter or its director isrestrained or prohibited or debarred by the Board from accessing the securities marketor dealing in securities; orthe issuer or any of its promoters or directors is a wilful defaulter or it is in default ofpayment of interest or repayment of principal amount in respect of debt securitiesissued by it to the public, if any, for a period of more than six months.
4 (2) No issuer shall make a public issue of debt securities unless following conditions aresatisfied, as on the date of filing of draft offer document and final offer document as provided inthese regulations,(a) it has made an application to one or more recognized stock exchanges for listing of suchsecurities therein:Provided that where the application is made to more than one recognized stockexchanges, the issuer shall choose one of them as the designated stock exchange : Provided further that where any of such stock exchanges have nationwide tradingterminals, the issuer shall choose one of them as the designated stock exchange ;as a designated stock exchange subject to the requirements of this regulation;2016. Prior to substitution, sub-regulation (1) read as under: (1) No issuer shall make any public issue of debt securities if as on the date of filing of draft offer document andfinal offer document as provided in these regulations, the issuer or the person in control of the issuer , or itspromoter, has been restrained or prohibited or debarred by the Board from accessing the securities market or dealingin securities and such direction or order is in force. (b) it has obtained in-principle approval for listing of its debt securities on the recognizedstock exchanges where the application for listing has been made;(c) credit rating has been obtained from at least one credit rating agency registered with theBoard and is disclosed in the offer document :Provided that where credit ratings are obtained from more than one credit rating agencies ,all the ratings, including the unaccepted ratings, shall be disclosed in the offer document ;(d) it has entered into an arrangement with a depository registered with the Board fordematerialization of the debt securities that are proposed to be issued to the public, inaccordance with the Depositories Act,1996 and regulations made thereunder.
4 (3) The issuer shall appoint one or more merchant bankers registered with the Board at least oneof whom shall be a lead merchant banker .
4 (4) The issuer shall appoint one or more debenture trustees in accordance with the provisions of11[Section 71 of the Companies Act, 2013 ] and Securities and Exchange Board ofIndia (Debenture Trustees) Regulations, 1993.
4 (5) The issuer shall not issue debt securities for providing loan to or acquisition of shares of anyperson who is part of the same group or who is under the same management.(a) two persons shall be deemed to be part of the same group if they belong to the samegroup within the meaning of clause (ef) of section 2 of the Monopolies and RestrictiveTrade Practices Act, 1969 (54 of 1969) or if they own inter-connected undertakings within the meaning of clause (g) of section 2 of that Act;(b) the expression under the same management shall have the meaning derived fromsub-section (1B) of section 370 of the Companies Act, 1956 .
5 (1) The offer document shall contain all material disclosures which are necessary for the subscribers of the debt securities to take an informed investment decision . Securities) (Amendment) Regulations, 2020,.
5 (2) Without prejudice to the generality of sub-regulation (1), the issuer and the lead merchant banker shall ensure that the offer document contains the following:12[(a) disclosures specified in Companies Act, 2013 and Rules prescribed thereunder;](b) disclosure specified in Schedule I of these regulations;(c ) additional disclosures as may be specified by the Board.impact an investors investment decision.
6 (1) No issuer shall make a public issue of debt securities unless a draft offer document has been filed with the designated stock exchange through the lead merchant banker .
6 (2) The draft offer document filed with the designated stock exchange shall be made public by posting the same on the website of the designated stock exchange for seeking public comments for a period of seven working days from the date of filing the draft offer document with suchexchange.
6 (3) The draft offer document may also be displayed on the website of the issuer, merchant bankers and the stock exchanges where the debt securities are proposed to be listed.
6 (4) The lead merchant banker shall ensure that the draft offer document clearly specifies the names and contact particulars of the compliance officer of the lead merchant banker and the issuer including the postal and email address, telephone and fax numbers.
6 (5) The Lead Merchant Banker shall ensure that all comments received on the draft offer document are suitably addressed prior to the filing of the offer document with the Registrar of Companies .
6 (6) A copy of draft and final offer document shall also be forwarded to the Board for its records,13[along with regulatory fees as specified in Schedule V] simultaneously with filing of these documents with designated stock exchange .
6 (7) The lead merchant banker shall, prior to filing of the offer document with the Registrar of Companies, furnish to the Board a due diligence certificate as per Schedule II of theseregulations.Listing of Debt Securities) (Amendment) Regulations, 2020,.
6 (8) The debenture trustee shall, prior to the opening of the public issue, furnish to the Board a
6A (1) Without prejudice to the regulation 6, following companies or entities may file shelf prospectus under section 31 of Companies Act, 2013 for public issuance of their debt securities,-a.Public financial institutions as defined under clause (72) of section 2 of the CompaniesAct, 2013, and scheduled banks as defined under clause (e) of section 2 of the ReserveBank of India Act, 1934; orb.Issuers authorized by the notification of Central Board of Direct Taxes to make publicissue of tax free secured bonds, with respect to such tax free bond issuances; orc.Infrastructure Debt Funds Non-Banking Financial Companies regulated by ReserveBank of India; ord.Non-Banking Financial Companies registered with Reserve Bank of India andHousing Finance Companies registered with National Housing Bank complying withthe following criteria:i.having a net worth of at-least Rs.500 crore, as per the audited balance sheet ofthe preceding financial year;ii.iii.having consistent track record of distributable profit for the last three years;securities issued under the shelf prospectus have been assigned a rating of notless than "AA-" category or equivalent by a credit rating agency registered withthe Board;iv.no regulatory action is pending against the company or its promoters ordirectors before the Board, Reserve Bank of India or National Housing Bank;v.the issuer has not defaulted in the repayment of deposits or interest payablethereon, redemption of debentures or preference shares or payment of dividendto any shareholder, or repayment of any term loan or interest payable thereon toany public financial institution or banking company, in the last three financialyears.ore.Listed entities complying with the following criteria:i.whose public issued equity shares or debt securities are listed on recognizedstock exchange for a period of at least three years immediately preceding theissue and have been complying with the listing agreement entered into betweenthe issuer and the recognized stock exchanges where the said securities of theissuer are listed;ii.having a net worth of at-least Rs.500 crore, as per the audited balance sheet ofthe preceding financial year;iii.iv.having consistent track record of distributable profit for the last three years;securities issued under the shelf prospectus have been assigned a rating of notless than "AA-" category or equivalent by a credit rating agency registered withthe Board;v.no regulatory action is pending against the company or its promoters ordirectors before the Board, Reserve Bank of India or National Housing Bank;vi.the issuer has not defaulted in the repayment of deposits or interest payablethereon, redemption of debentures or preference shares or payment of dividendto any shareholder, or repayment of any term loan or interest payable thereon toany public financial institution or banking company, in the last three financialyears.
6A (2) The issuer filing a shelf prospectus shall file a copy of an information memorandum with the recognised stock exchanges and the Board, immediately on filing the same with the Registrar.
6A (3) The information memorandum shall contain the disclosures specified in 15[***] Companies Act, 2013, 16[***] and rules made thereunder and shall include disclosures regarding summary (Amendment ) Regulations, 2020,.
7 (1) The draft and final offer document shall be displayed on the websites of stock exchanges and shall be available for download in PDF / HTML formats.
7 (2) The offer document shall be filed with the designated stock exchange , simultaneously with filing thereof with the Registrar of Companies, for dissemination on its website prior to the opening of the issue .
7 (3) Where any person makes a request for a physical copy of the offer document , the same shall be provided to him by the issuer or lead merchant banker .
8 (1) The issuer shall make a advertisement in an national daily with wide circulation, on or before the issue opening date and such advertisement shall, amongst other things, contain the disclosures as per Schedule IV.
8 (2) No issuer shall issue an advertisement which is misleading in material particular or which contains any information in a distorted manner or which is manipulative or deceptive.
8 (3) The advertisement shall be truthful, fair and clear and shall not contain a statement, promise or forecast which is untrue or misleading.
8 (4) Any advertisement issued by the issuer shall not contain any matters which are extraneous to the contents of the offer document.
8 (5) The advertisement shall urge the investors to invest only on the basis of information contained in the offer document.
8 (6) Any corporate or product advertisement issued by the issuer during the subscription period shall not make any reference to the issue of debt securities or be used for solicitation. Abridged Prospectus and application forms
9 (1) The issuer and lead merchant banker shall ensure that:(a) every application form issued by the issuer is accompanied by a copy of the abridgedprospectus;(b) the abridged prospectus shall not contain matters which are extraneous to the contents of theprospectus;(c) adequate space shall be provided in the application form to enable the investors to fill invarious details like name, address, etc.
10 An issuer proposing to issue debt securities to the public through the on-line system of the designated stock exchange shall comply with the relevant applicable requirements as may be specified by the Board.
11 The issuer may determine the price of debt securities in consultation with the lead merchant banker and the issue may be at fixed price or the price may be determined through book building process in accordance with the procedure as may be specified by the Board.
12 (1) The issuer may decide the amount of minimum subscription which it seeks to raise by issue of debt securities and disclose the same in the offer document.
12 (2) In the event of non receipt of minimum subscription all application moneys received in the public issue shall be refunded forthwith to the applicants.
12A (1) The Issuer shall ensure that in case of listing of debt securities issued to public, allotment of securities offered to public shall be made within thirty days of the closure of the public issue. Regulations, 2015.
12A (2) Where the debt securities are not allotted and/or application moneys are not refunded within the stipulated period in sub-regulation (1), the issuer shall undertake to pay interest at the rate of fifteen per cent per annum.
12A (3) Credit to demat accounts of the allottees shall be made within two working days from the date of allotment.]
13 A public issue of debt securities may be underwritten by an underwriter registered with the Board and in such a case adequate disclosures regarding underwriting arrangements shall be disclosed in the offer document.
14 (1) The offer document shall not omit disclosure of any material fact which may make the statements made therein, in light of the circumstances under which they are made, misleading.
14 (2) The offer document or abridged prospectus or any advertisement issued by an issuer in connection with a public issue of debt securities shall not contain any false or misleadingstatement.
15 (1) A trust deed for securing the issue of debt securities shall be executed by the issuer in favour of the debenture trustee within three months of the closure of the issue. 18[(1A) Where an issuer fails to execute the trust deed within the period specified in the sub- regulation (1), without prejudice to any liability arising on account of violation of the provisions of the Act and these Regulations, the issuer shall also pay interest of at least two percent per annum to the debenture holder, over and above the agreed coupon rate, till the execution of the trust deed. (1B) A clause stipulating the requirement under sub-regulation (1A) shall form part of the Trust Deed and also be disclosed in the Offer Document.] Regulations, 2019
15 [(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.]
15 (3) The trust deed shall not contain a clause which has the effect of (i) limiting or extinguishing the obligations and liabilities of the debenture trustees or the issuerin relation to any rights or interests of the investors;(ii) limiting or restricting or waiving the provisions of the Act , these regulations and circulars orguidelines issued by the Board;(iii). indemnifying the debenture trustees or the issuer for loss or damage caused by their act ofnegligence or commission or omission.
16 (1) For the redemption of the debt securities issued by a company, the issuer shall create debenture redemption reserve in accordance with the provisions of the 20[Companies Act, 2013] and circulars issued by Central Government in this regard.
16 (2) Where the issuer has defaulted in payment of interest on debt securities or redemption thereof or in creation of security as per the terms of the issue of debt securities, any distribution of dividend shall require approval of the debenture trustees.
17 (1) The proposal to create a charge or security , if any, in respect of secured debt securities shall be disclosed in the offer document along with its implications.
17A An issuer making public issue of debt securities may recall such securities prior to maturity date at his option (call) or provide such right of redemption prior to maturity date (put) to all the investors or only to retail investors , at their option, subject to the following:a) Such right to recall or redeem debt securities prior to maturity date is exercised inaccordance with the terms of issue and detailed disclosure in this regard is made in theoffer document including date from which such right is exercisable, period of exercise(which shall not be less than three working days), redemption amount (including thepremium or discount at which such redemption shall take place);b) The issuer or investor may exercise such right with respect to all the debt securitiesissued or held by them respectively or with respect to a part of the securities so issued orheld ;c) In case of partial exercise of such right in accordance with the terms of the issue by theissuer , it shall be done on proportionate basis only;d) No such right shall be exercisable before expiry of twenty four months from the date ofissue of such debt securities;e) Issuer shall send notice to all the eligible holders of such debt securities at least twentyone days before the date from which such right is exercisable;f) Issuer shall also provide a copy of such notice to the stock exchange where the such debtsecurities are listed for wider dissemination and shall make an advertisement in thenational daily having wide circulation indicating the details of such right and eligibility ofthe holders who are entitled to avail such right ;g) Issuer shall pay the redemption proceeds to the investors along with the interest due tothe investors within fifteen days from the last day within which such right can beexercised;h) Issuer shall pay interest at the rate of fifteen per cent. per annum for the period of delay,if any,i) After the completion of the exercise of such right, the issuer shall submit a detailed reportto the stock exchange for public dissemination regarding the debt securities redeemedduring the exercise period and details of redemption thereof.securities having face value not more than rupees two lakh.]
18 (1) The issuer shall redeem the debt securities in terms of the offer document.
18 (2) Where the issuer desires to roll-over the debt securities issued by it , it shall do so only upon passing of a special resolution of holders of such securities and give 22[fifteen days] notice of the proposed roll over to them.
18 (3) The notice referred to in sub- regulation (2) shall contain disclosures with regard to credit rating and rationale for roll-over.
18 (4) The issuer shall, prior to sending the notice to holders of debt securities, file a copy of the notice and proposed resolution with the stock exchanges where such securities are listed, for dissemination of the same to public on its website.
18 ( 5)The debt securities issued can be rolled over subject to the following conditions :-(a) The roll-over is approved by a special resolutionpassed by the holders of debt securitiesthrough postal ballot having the consent of not less than 75% of the holders by value of such debtsecurities;(b) atleast one rating is obtained from a credit rating agency within a period of six months priorto the due date of redemption and is disclosed in the notice referred to in sub-regulation (2);(c) fresh trust deed shall be executed at the time of such roll over or the existing trust deed maybe continued if the trust deed provides for such continuation ;2020,.(d) adequate security shall be created or maintained in respect of such debt securities to be rolled over.
19 (1)An issuer desirous of making an offer of debt securities to the public shall make an application for listing to one or more recognized stock exchanges in terms of 23[ sub-section (1) and sub-section (2) of section 40 of the Companies Act, 2013 ].
19 (2) The issuer shall comply with conditions of listing of such debt securities as specified in the Listing Agreement with the stock exchange where such debt securities are sought to be listed.
19 (3) Where the issuer has disclosed the intention to seek listing of debt securities issued on private placement basis, the issuer shall forward the listing application along with the disclosures specified in Schedule I to the recognized stock exchange within fifteen days from the date of allotment of such debt securities.]
19A (1) Every issuer desirous of listing its debt securities on a recognised stock exchange shall execute an agreement with such stock exchange.
19A (2) Every issuer which has previously entered into agreements with a recognised stock exchange to list its debt securities shall execute a fresh listing agreement with such stock exchange within six months of the date of notification of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Listing of Debt Securities) (Amendment) Regulations, 2020,. 26[. ]]
19B (1) The issuer shall deposit, before the opening of subscription list, and keep deposited with the stock exchange(s) an amount calculated at the rate of one per cent of the amount of securities offered for subscription to the public.
19B (2) The amount stipulated in sub-regulation (1) shall be deposited in the manner specified by Board and/or stock exchange(s).
19B (3) The amount stipulated in sub-regulation (1) shall be refundable or forfeitable in the manner specified by the Board. Regulations, 2020,.a) 32[the articles of association of the issuer shall not have any provision, whetherexpress or implied, contrary to such consolidation and re-issuance;]b) the issue is through private placement;c) the issuer has obtained fresh credit rating for each re-issuance from at least one creditrating agency registered with the Board and is disclosed;d) such ratings shall be revalidated on a periodic basis and the change, if any, shall bedisclosed;e) appropriate disclosures are made with regard to consolidation and re-issuance in the TermSheet.]
20 (1) An issuer may list its debt securities issued on private placement basis on a recognized stock exchange subject to the following conditions:(a) the issuer has issued such debt securities in compliance with the provisions of the27[Companies Act, 2013], rules prescribed thereunder and other applicable laws;(b) credit rating has been obtained in respect of such debt securities from at least one creditrating agency registered with the Board;(c) the debt securities proposed to be listed are in dematerialized form ;(d) the disclosures as provided in regulation 21 have been made.28[(e) where the application is made to more than one recognized stock exchange , the issuer shallchoose one of them as the designated stock exchange .]
20 (2) The issuer shall comply with conditions of listing of such debt securities as specified in the Listing Agreement with the stock exchange where such debt securities are sought to be listed.
20 (3) The designated stock exchange shall collect a regulatory fee as specified in Schedule V
20A An issuer may carry out consolidation and re-issuance of its debt securities, 31[in the manner as may be specified by the Board from time to time] subject to the fulfillment of the following conditions: Prior to this amendment the regulation read as:
20B Any issuer issuing debt securities on private placement basis, shall comply with the conditions relating to the issue of International Securities Identification Number, as may be specified by the Board from time to time.]
21 (1) The issuer making a private placement of debt securities and seeking listing thereof on a recognized stock exchange shall make disclosures 34[in a disclosure document] as specified in Schedule I of these regulations accompanied by the latest Annual Report of the issuer .
21 (2) The disclosures as provided in sub-regulation (1) shall be made on the web sites of stock exchanges where such securities are proposed to be listed and shall be available for download in PDF / HTML formats.
21A (1) An issuer making a private placement of debt securities and seeking listing thereof on a recognised stock exchange may file a Shelf Disclosure Document containing disclosures as provided in Schedule I. 32 Substituted ibid for clause which read there is such an enabling provision in its articles under which it has been incorporated; . 34 Ibid. 35 Ibid.
21A (2) An issuer filing a Shelf Disclosure Document under sub-regulation (1), shall not be required to file disclosure document, while making subsequent private placement of debt securities for a period of 180 days from the date of filing of the shelf disclosure document : Provided that the issuer while making any private placement under Shelf Disclosure Document, shall file with the concerned stock exchange updated disclosure document with respect to each tranche, containing details of the private placement and material changes, if any, in the information provided in Shelf Disclosure Document.]
21B The issuer shall give an undertaking in the Information Memorandum that the assets on which charge is created are free from any encumbrances and in cases where the assets are already charged to secure a debt, the permission or consent to create a second or pari-passu charge on the assets of the issuer has been obtained from the earlier creditor.]
22 In exercise of the powers conferred by sub-rule (7) of rule 19 of the Securities Contracts (Regulation) Rules, 1957, the Board hereby relaxes the strict enforcement of: (a) sub-rules (1) and (3) of rule 19 the said rules in relation to listing of debt securities issued by way of a public issue or a private placement;(b) clause (b) of sub-rule (2) of rule 19 of the said Rules in relation to listing of debt securities ,(i) issued by way of a private placement by any issuer;(ii) issued to public by an infrastructure company, a Government company, a statutory authorityor corporation or any special purpose vehicle set up by any of them, which is engaged ininfrastructure sector. infrastructure sector shall have the same meaning as assigned to them under the SEBI
23 (1) All the issuers making public issues of debt securities or seeking listing of debt securities issued on private placement basis shall comply with the conditions of listing specified in the respective listing agreement for debt securities .
23 (2) Every rating obtained by an issuer shall be periodically reviewed by the registered credit rating agency and any revision in the rating shall be promptly disclosed by the issuer to the stock exchange(s) where the debt securities are listed.
23 (3) Any change in rating shall be promptly disseminated to investors and prospective investors in such manner as the stock exchange where such securities are listed may determine from time totime.
23 (4) The issuer, the respective debenture trustees and stock exchanges shall disseminate all information and reports on debt securities including compliance reports filed by the issuers and the debenture trustees regarding the debt securities to the investors and the general public by placing them on their websites.
23 (5) Debenture trustee shall disclose the information to the investors and the general public by issuing a press release in any of the following events:(a) default by issuer to pay interest on debt securities or redemption amount;(b) failure to create a charge on the assets;(c) revision of rating assigned to the debt securities .
23 (6) The information referred to in sub-regulation (5) shall also be placed on the websites, if any,
24 (1) The debt securities issued to the public or on a private placement basis , which are listed in recognized stock exchanges, shall be traded and such trades shall be cleared and settled in recognized stock exchanges subject to conditions specified by the Board.
24 (2) In case of trades of debt securities which have been made over the counter, such trades shall be reported on a recognized stock exchange having a nation wide trading terminal or such other platform as may be specified by the Board.
24 (3) The Board may specify conditions for reporting of trades on the recognized stock exchange
25 (1) The debenture trustee shall be vested with the requisite powers for protecting the interest of holders of debt securities including a right to appoint a nominee director on the Board of the issuer in consultation with institutional holders of such securities .
25 (2) The debenture trustee shall carry out its duties and perform its functions under these regulations, the Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993, the trust deed and offer document, with due care, diligence and loyalty.
25 (3) The debenture trustee shall ensure disclosure of all material events on an ongoing basis.
25 (4) The debenture trustees shall supervise the implementation of the conditions regarding creation of security for the debt securities and debenture redemption reserve .
26 (1) The issuer shall disclose all the material facts in the offer documents issued or distributed to the public and shall ensure that all the disclosures made in the offer document are true, fair and adequate and there is no mis-leading or untrue statements or mis-statement in the offerdocument.
26 (2) The Merchant Banker shall verify and confirm that the disclosures made in the offer documents are true, fair and adequate and ensure that the issuer is in compliance with these regulations as well as all transaction specific disclosures required in Schedule I of these regulations and 37[the Companies Act, 2013 and the Rules made thereunder].
26 (3) The issuer shall treat the applicants in a public issue of debt securities in a fair and equitable manner as per the procedures as may be specified by the Board.
26 (4) The intermediaries shall be responsible for the due diligence in respect of assignments undertaken by them in respect of issue, offer and distribution of securities to the public. (Amendment) Regulations, 2020,.
26 (5) No person shall employ any device, scheme or artifice to defraud in connection with issue or subscription or distribution of debt securities which are listed or proposed to be listed on a recognized stock exchange .
26 (6) The issuer and the merchant banker shall ensure that the security created to secure the debt securities is adequate to ensure 100% asset cover for the debt securities .
27 (1) Without prejudice to the provisions of sections 11 and 11C of the Act and section 209A of the Companies Act , the Board may suo-motu or upon information received by it , appoint one or more persons to undertake the inspection of the books of account, records and documents of the issuer or merchant banker or any other intermediary associated with the public issue, disclosure or listing of debt securities, as governed under these regulations, for any of the purposes specified in sub-regulation (2).
27 (2) The purposes referred to in sub-regulation (1) may be as follows, namely:-(a) to verify whether the provisions of the Act, Securities Contracts (Regulation) Act,1956,Depositories Act,1996, the rules and regulations made thereunder in respect of issue of securitieshave been complied with;(b) to verify whether the requirement in respect of issue of securities as specified in these regulations has been complied with;(c) to verify whether the requirements of listing conditions and continuous disclosurerequirement have been complied with;(d) to inquire into the complaints received from investors, other market participants or any otherpersons on any matter of issue and transfer of securities governed under these regulations ;(e) to inquire into affairs of the issuer in the interest of investor protection or the integrity of themarket governed under these regulations ;(f) to inquire whether any direction issued by the Board has been complied with.
27 (3) While undertaking an inspection under these regulations, the inspecting authority or the Board , as the case may be, shall follow the procedure specified by the Board for inspection of theintermediaries.
28 Without prejudice to the action under section 11, 11A , 11 B, 11D, sub- section (3) of section 12, Chapter VIA and section 24 of the Act or 39[ section 439 of the Companies Act, 2013 ], the Board may suo-motu or on receipt of information or on completion or pendency of inspection or investigation, in the interests of the securities market , issue or pass such directions as it deems fit including any or all of the following (a) directing the issue r to refund of the application monies to the applicants in a public issue ;(b) directing the persons concerned not to further deal in securities in any particular manner;(c) directing the persons concerned not to access the securities market for a particular period;(d) restraining the issue r or its promoters or directors from making further issue s of securities;(e) directing the person concerned to sell or divest the securities;(f) directing the issue r or the depository not to give effect transfer or directing further freeze oftransfer of securities;(g) any other direction which Board may deem fit and proper in the circumstances of the case:Provided that the Board shall, either before or after issuing such directions, give an opportunityof being heard to the persons against whom the directions are issue d or proposed to be issue d:Provided further that if any ex-parte direction is required to be issue d, the Board may give postdecisional hearing to affected person.
29 Any person aggrieved by an order of the Board or Adjudicating Officer under the Act or these regulations, may prefer an appeal to the Securities Appellate Tribunal in accordance with section 15T of the Act read with the Securities Appellate Tribunal (Procedure) Rules, 2000.
29A (1) The Board may, exempt any person or class of persons from the operation of all or any of the provisions of these regulations for a period as may be specified but not exceeding twelve months, for furthering innovation in technological aspects relating to testing new products, processes, services, business models, etc. in live environment of regulatory sandbox in the securities markets .
29A (2) Any exemption granted by the Board under sub-regulation (1) shall be subject to the applicant satisfying such conditions as may be specified by the Board including conditions to be complied with on a continuous basis. environment where new products, processes, services, business models, etc. may be deployed on a limited set of eligible customers for a specified period of time, for furthering innovation in the securities market , subject to such conditions as may be specified by the Board .]
30 The powers exercisable by the Board under these regulations shall also be exercisable by any officer of the Board to whom such powers are delegated by the Board.
31 (1) The Board may by a general or special order or circular specify any conditions or requirement in respect of issue of debt securities .
31 (2) In particular, and without prejudice to the generality of the foregoing power and provisions of these regulations, such orders or circulars may provide for all or any of the following matters, namely:(a) Electronic issuances and other issue procedures including the procedure for price discovery ;(b) Conditions governing trading , reporting, clearing and settlement of trade in debt securities;(c) Listing conditions.
31 (3) If any special order is proposed to be issued to any particular issuer or intermediary on a specific issue, no such order shall be issued unless an opportunity to represent is given to the
32 (1) In order to remove any difficulties in the application or interpretation of these regulations , the Board may issue clarifications or grant relaxations from application requirement or conditions of these regulations , after recording reasons therefore.
32 (2) The Board may, on an application made by any issuer, relax any of the procedural requirements or conditions or strict enforcement of these regulations, if the Board is satisfied that:(a) requirement is procedural or technical in nature; or(b) requirement causes undue hardship to a particular class of industry or issuers from accessingthe securities market; or(c) relaxation is in the interest of substantial number of investors; or(d) such relaxation will be in the interest of securities market.
33 (1) On and from the commencement of these regulations, the provisions of Securities and Exchange Board of India (Disclosure and Investor Protection) Guidelines, 2000 in so far as they relate to issue and listing of debt securities shall stand rescinded.
33 (2) Notwithstanding such rescission:-(a) anything done or any action taken or purported to have been done or taken includingobservation made in respect of any draft offer document, any enquiry or investigationcommenced or show cause notice issued in respect of the said guidelines shall be deemed to havebeen done or taken under the corresponding provisions of these regulations;(b) any application made to the Board under the said Guidelines and pending before it shall be