Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021

Chapter: I
PRELIMINARY
Regulation 1	:	Short title and commencement
Regulation 2	:	Definitions
Regulation 3	:	Applicability
Chapter: II
GENERAL CONDITIONS AND ELIGIBILITY CRITERIA
Regulation 4	:	Applicability of this chapter
Regulation 5	:	Eligible issuers
Regulation 6	:	In-principle approval
Regulation 7	:	Depositories
Regulation 8	:	Debenture Trustee
Regulation 9	:	Registrar to the Issue
Regulation 10	:	Credit rating
Regulation 11	:	Creation of Recovery Expense Fund
Regulation 12	:	Electronic Issuances
Regulation 13	:	Regulatory fees
Regulation 14	:	Day Count Convention
Regulation 15	:	Right to recall or redeem prior to maturity
Regulation 16	:	Debenture Redemption Reserve/ Capital Redemption Reserve
Regulation 17	:	International Securities Identification Number
Regulation 18	:	Trust Deed
Regulation 19	:	Listing Agreement
Regulation 20	:	Continuous Listing Conditions
Regulation 21	:	Trading of Non-Convertible Securities
Regulation 22	:	Distribution of Dividend in case of default in payment of interest or redemption of debt securities
Regulation 23	:	Obligations of the Issuer
Regulation 24	:	Obligations of Debenture Trustee
Chapter: III
PUBLIC ISSUE AND LISTING OF DEBT SECURITIES AND NON CONVERTIBLE REDEEMABLE PREFERENCE SHARES
Part: A
PROVISIONS APPLICABLE TO PUBLIC ISSUE AND LISTING OF DEBT SECURITIES AND NON CONVERTIBLE REDEEMABLE PREFERENCE SHARES
Regulation 25	:	Other Conditions for public issue
Regulation 26	:	Issuance of green debt securities
Regulation 27	:	Filing of draft offer document
Regulation 28	:	Disclosures in the offer document
Regulation 29	:	Mode of Disclosure of the offer document
Regulation 30	:	Advertisements for Public issues
Regulation 31	:	Prohibition on payment of incentives
Regulation 32	:	Abridged Prospectus and application forms
Regulation 33	:	Price Discovery and Book building
Regulation 33A	:	Period of subscription
Regulation 34	:	Minimum subscription
Regulation 35	:	Allotment of securities and payment of interest
Regulation 36	:	Underwriting
Regulation 37	:	Mandatory listing of a public issue of debt securities and non-convertible redeemable preference shares
Regulation 38	:	Other Obligations of the Lead Manager
Part: B
ADDITIONAL CONDITIONS APPLICABLE TO A PUBLIC ISSUE AND LISTING OF DEBT SECURITIES
Regulation 39	:	Roll-over of debt securities
Regulation 40	:	Due Diligence by Debenture trustee
Regulation 41	:	Filing of Shelf Prospectus and Tranche Prospectus
Regulation 42	:	Retention of Over Subscription
Regulation 43	:	Creation of security for secured debt securities
Chapter: IV
LISTING OF PRIVATE PLACEMENT OF DEBT SECURITIES AND NON-CONVERTIBLE REDEEMABLE PREFERENCE SHARES
Part: A
COMMON CONDITIONS
Regulation 44	:	Listing Application
Regulation 45	:	Disclosures in respect of Private Placements
Regulation 46	:	Allotment of securities
Part: B
ADDITIONAL PROVISIONS FOR LISTING OF DEBT SECURITIES ISSUED ON PRIVATE PLACEMENT BASIS
Regulation 47	:	Filing of shelf placement memorandum (Omitted)
Regulation 48	:	Creation of security
Regulation 49	:	Consolidation and re-issuance
Chapter: V
ISSUANCE AND LISTING OF PERPETUAL DEBT INSTRUMENTS, PERPETUAL NON-CUMULATIVE PREFERENCE SHARES AND SIMILAR INSTRUMENTS
Regulation 50	:	General Conditions
Chapter: VA
ISSUANCE AND LISTING OF NON-CONVERTIBLE SECURITIES ISSUED ON A PRIVATE PLACEMENT BASIS
Regulation 50A	:	Filing of general information document and key information document
Chapter: VB
REQUIREMENTS FOR LARGE CORPORATES
Regulation 50B	:	REQUIREMENTS FOR LARGE CORPORATES
Chapter: VI
LISTING OF COMMERCIAL PAPER
Regulation 51	:	LISTING OF COMMERCIAL PAPER
Chapter: VIA
ONLINE BOND PLATFORM PROVIDERS
Regulation 51A	:	Registration of online bond platform providers
Chapter: VII
PROCEDURE FOR ACTION IN CASE OF VIOLATION OF REGULATIONS
Regulation 52	:	Inspection by the Board
Regulation 53	:	Directions by the Board
Chapter: VIII
MISCELLANEOUS
Regulation 54	:	Delegation
Regulation 55	:	Power of the Board to issue general order or circular
Regulation 56	:	Power to remove difficulty and issue clarifications
Regulation 57	:	Power to relax strict enforcement of the regulations
Regulation 58	:	Relaxation of strict enforcement of Rule 19 of the Securities Contracts (Regulation) Rules, 1957
Regulation 59	:	Repeal and Savings
SCHEDULES
SCHEDULE I	:	DISCLOSURES FOR PUBLIC ISSSUE OF DEBT SECURITIES AND NON CONVERTIBLE REDEEMABLE PREFERENCE SHARES
SCHEDULE II	:	DISCLOSURES FOR PRIVATE PLACMENT OF NON CONVERTIBLE SECURITIES (Omitted)
SCHEDULE III	:	FORMAT FOR DUE DILIGENCE CERTIFICATE TO BE GIVEN BY THE LEAD MANAGERS AT THE TIME OF FILING THE OFFER DOCUMENT WITH REGISTRAR OF COMPANIES AND PRIOR TO OPENING OF THE ISSUE
SCHEDULE IV	:	FORMAT OF DUE DILIGENCE CERTIFICATE TO BE GIVEN BY THE DEBENTURE TRUSTEE
SCHEDULE IVA	:	FORMAT OF DUE DILIGENCE CERTIFICATE TO BE GIVEN BY THE DEBENTURE TRUSTEE
SCHEDULE V	:	FORMAT OF ADVERTISEMENTS FOR PUBLIC ISSUES OF DEBT SECURITIES AND NONCONVERTIBLE REDEEMABLE PREFERENCE SHARES
SCHEDULE VI	:	REGULATORY FEES