The Securities and Exchange Board of India vide its notification dated 9th August 2021 has published the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 which shall come into force from 16th August 2021.
These regulations shall apply to issuance and listing of debt securities and non-convertible redeemable preference shares by an issuer by way of public issuance and listing of commercial paper issued by an issuer in compliance with the guidelines framed by the Reserve Bank of India.
The issuer shall enter into an arrangement with a depository for dematerialization of the non-convertible securities in accordance with the Depositories Act,1996 and regulations made thereunder and also take such steps to ensure that such securities are admitted on all the depositories.
Every issuer desirous of listing its non-convertible securities on a recognized stock exchange(s) shall execute an agreement with such stock exchange.
As per regulation 9, The issuer shall appoint a Registrar to the Issue, registered with the Board, which has established connectivity with all the depositories:
Provided that if the issuer itself is a Registrar to the Issue, it shall not appoint itself as a Registrar to the Issue
Provided further that the lead manager shall not act as a Registrar to the Issue in which it is also handling the post-issue responsibilities.
No issuer shall make a public issue of debt securities and/or non-convertible redeemable preference shares unless a draft offer document has been filed with all the stock exchanges on which such securities are proposed to be listed, through the lead manager.
Further, as per regulation 9, any person connected with the issue shall not offer any incentive, whether direct or indirect, in any manner, whether in cash or kind or services or otherwise to any person for making an application in the issue, except for fees or commission for services rendered in relation to the issue.
