Regulation 2 - Definitions - Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008

Definitions 2. (1) In these Regulations, unless the context otherwise requires, (a) Act means the Securities and Exchange Board of India Act, 1992 (15 of 1992); (b) advertisement includes notices, brochures, pamphlets, circulars, show cards, catalogues, hoardings, placards, posters, insertions in newspaper, pictures, films, cover pages of offer documents or any other print medium, radio, television programmes through any electronic medium; (c) Board means the Securities and Exchange Board of India established under provisions of Section 3 of Act; (d) book building means a process undertaken prior to filing of prospectus with the Registrar of Companies by means of circulation of a notice, circular, advertisement or other document by which the demand for the debt securities proposed to be issued by an issuer is elicited and the price and quantity of such securities is assessed; 1 [(e) debt securities means non-convertible debt securities which create or acknowledge indebtedness and includes debentures, bonds and such other securities of a body corporate or a Trust registered with the Board as a Real Estate Investment Trust or an Infrastructure Investment Trust, or any statutory body constituted by virtue of a legislation, whether constituting a charge on the assets of the body corporate or not, but excludes bonds issued by Government or such other bodies as may be specified by the Board, security receipts and securitized debt instruments;] (f) designated stock exchange means a stock exchange in which securities of the issuer are listed or proposed to be listed and which is chosen by the issuer for the purposes of a particular issue under these regulations; (g) issuer means any company, public sector undertaking or statutory corporation which makes or proposes to make an issue of debt securities in accordance with these regulations or which has its securities listed on a recognized stock exchange or which seeks to list its debt securities on a recognized stock exchange 2 [ and includes a Trust registered with the Board as a Real Estate Investment Trust or an Infrastructure Investment Trust and whose units are listed in recognized stock exchange(s)]; 3 [ (ga) net worth shall have the same meaning as assigned to it in clause (57) of section 2 of the Companies Act, 2013; ] 8 [ (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. ] (i) public issue means an offer or invitation by an issuer to public to subscribe to the debt securities which is not in the nature of a private placement; (j) offer document means 4 [a prospectus or a shelf prospectus] and includes any such document or advertisement whereby the subscription to debt securities are invited by the issuer from public; (k) recognised stock exchange means any stock exchange which is recognised under section 4 of the Securities Contracts (Regulation) Act, 1956; (l) schedule means a schedule annexed to these regulations; 5 [(la) shelf prospectus shall have the same meaning as assigned to it in section 31 of the Companies Act, 2013;] (m) specified means specified by a general or special order or circular issued under the Act or these regulations 6 [;] 7 [(n) wilful defaulter means an issuer who is categorized as a wilful defaulter by any bank or financial institution or consortium thereof, in accordance with the guidelines on wilful defaulters issued by the Reserve Bank of India and includes an issuer whose director or promoter is categorized as such.] (2) All other words and expressions used but not defined in these regulations, shall have the same meanings respectively assigned to them in the Act or the 9 [ Companies Act, 2013 ] or Securities Contracts (Regulation) Act, 1956 or the Depositories Act, 1996 or the Rules and the Regulations made thereunder or any statutory modification or reenactment thereto, unless the context requires otherwise. *********** 1 Substituted by the SEBI (Issue and Listing of Debt Securities) (Second Amendment) Regulations, 2017, w.e.f. 15.12.2017. Prior to the substitution, the clause read as follows: (e) debt securities means a non-convertible debt securities which create or acknowledge indebtedness, and include debenture, bonds and such other securities of a body corporate or any statutory body constituted by virtue of a legislation, whether constituting a charge on the assets of the body corporate or not, but excludes bonds issued by Government or such other bodies as may be specified by the Board , security receipts and securitized debt instruments; 2 Inserted ibid. 3 Inserted by the SEBI(Issue and Listing of Debt Securities)(Amendment)Regulations, 2014 w.e.f. 31-01-14. 4 Substituted for prospectus by the SEBI(Issue and Listing of Debt Securities)(Amendment)Regulations, 2014 w.e.f. 31-01-14. 5 Inserted by the SEBI(Issue and Listing of Debt Securities)(Amendment)Regulations, 2014 w.e.f. 31-01-14. 6 Substituted for . by the SEBI (Issue and Listing of Debt Securities)(Amendment) Regulations, 2016 w.e.f. 25-05-16. 7 Inserted by the SEBI (Issue and Listing of Debt Securities) (Amendment) Regulations, 2016 w.e.f. 25-05-16. 8. Substituted vide Notification No. SEBI/ LAD-NRO/GN/2020/35 dated 08-10-2020 before it was read as (h) private placement means an offer or invitation to less than fifty persons to subscribe to the debt securities in terms of sub-section (3) of section 67 of the Companies Act, 1956 (1 of 1956); 9. Substituted vide Notification No. SEBI/ LAD-NRO/GN/2020/35 dated 08-10-2020 before it was read as Companies Act, 1956