Regulation 2 - Definitions - Securities and Exchange Board of India (Issue and Listing of Municipal Debt Securities) Regulations, 2015

Definitions. 2. (1) In these regulations, unless the context otherwise requires, the terms defined shall bear the meanings assigned to them below, and their cognate expressions shall be construed accordingly, (a) Act means the Securities and Exchange Board of India Act, 1992 (15 of 1992); (b) advertisement includes all forms of communication including notices, brochures, pamphlets, show cards, catalogues, hoardings, placards, posters, insertions in newspaper, cover pages of offer documents, pictures, films, etc., in any print media or electronic media or social media, radio, television programme; (c) Board means the Securities and Exchange Board of India established under section 3 of the Act; 1 [ (d) constitution document shall mean the Central or State Act, Rules, Regulations or charter under which the issuer has been established or incorporated or notified; (e) credit enhancement shall mean any arrangement including subordination, insurance, letter of credit, over-collateralization, undertakings, guarantees, letter of comfort etc.; (f) designated stock exchange shall mean a recognized stock exchange in which securities of an issuer are listed or proposed to be listed and which is chosen by the issuer as a designated stock exchange for the purpose of a particular issue of municipal debt securities under these regulations; (g) draft offer document shall mean the draft offer document filed with the Board in relation to a public issue under these regulations; (h) fugitive economic offender shall mean an individual who is declared a fugitive economic offender under section 12 of the Fugitive Economic Offenders Act, 2018 (17 of 2018); (i) general purposes include such identified purposes for which no specific amount is allocated or any amount so specified towards general purpose or any such purpose by whatever name called, in the draft offer document or the offer document; (j) interest payment account shall mean the account wherein the interest amount due to be paid by the borrower/issuer is deposited. (k) institutional investor shall have the same meaning as assigned to it under Securities and Exchange Board of India (Issue of Capital And Disclosure Requirements) Regulations, 2018; (l) issuer shall mean any municipality or any Statutory Body or Board or corporation, Authority, Trust or Agency established or notified by any Central or State Act or any Special Purpose Vehicle notified by the State Government or Central Government subject to the condition that it undertakes one or more functions that may be entrusted under Article 243W of the Constitution of India: Provided that any structure set up under the Pooled Finance Development Fund Scheme of the Government of India or a body corporate to whom the Companies Act, 2013 applies, which offers or proposes to offer municipal debt securities in accordance with these regulations shall also be deemed to be an issuer subject to condition that it is set up by the State Government(s) or Central Government for the purpose of raising funds for a person performing one or more functions entrusted under Article 243W of the Constitution of India. (m) municipal debt securities shall mean non-convertible debt securities which create or acknowledge indebtedness, and include debenture, bonds and such other securities of an issuer; (n) municipality shall mean an institution of self-government constituted under Article 243Q of the Constitution of India; (o) national municipal accounts manual shall mean the municipal accounting manual formulated by the Central Government from time to time; (p) no lien escrow account shall mean the account created for the specific purpose of receiving and disbursing funds towards discharge of contractual obligations; (q) offer document shall mean any document including an electronic document described or issued as an offer document or prospectus or shelf offer document and include any document or advertisement, whereby the subscription to municipal debt securities are invited by the issuer from public; (r) placement memorandum shall mean any document including an electronic document which is serially numbered and copies of which are circulated only to select investors and is related to an issue made on private placement basis; (s) private placement shall mean any offer of municipal debt securities or invitation to subscribe to municipal debt securities to a select group of persons by an issuer through issue of a placement memorandum to not more than two hundred persons in a financial year, which shall not intend to result in, directly or indirectly, the municipal debt securities becoming available for subscription or purchase by persons other than those receiving the offer or invitation: Provided that,- i. for a body corporate to which the Companies Act, 2013 applies, it shall mean an offer or invitation made in terms of section 42 of the Companies Act, 2013 and the rules made thereunder, through issue of a placement memorandum; ii. any offer or invitation made to qualified institutional buyers shall not be considered while calculating the limit of two hundred persons; (t) preliminary placement memorandum shall mean the placement memorandum filed with the Board and the stock exchange(s) in relation to a private placement under these regulations; (u) public issue shall mean an offer or invitation by an issuer to public to subscribe to the municipal debt securities, which is not in the nature of a private placement; (v) qualified institutional buyer shall have the same meaning as assigned to it under Securities and Exchange Board of India (Issue of Capital And Disclosure Requirements) Regulations), 2018; (w) schedule shall mean a schedule annexed to these regulations; (x) shelf offer document shall mean an offer document in respect of which the municipal debt securities included therein are offered for subscription to the public in one or more offers over a period not exceeding one year from the date of opening of the first offer of securities under that offer document, without the issue of a further offer document: Provided that for a body corporate to whom the Companies Act, 2013 applies, it shall have the same meaning as assigned to shelf prospectus in section 31 of Companies Act, 2013; (y) sinking fund account shall mean the account that is created specifically for repayment of municipal debt securities; (z) specified includes specified by regulations or by a general or special order or circular issued by the Board; (za) wilful defaulter shall mean a person or an issuer who or which is categorized as a wilful defaulter by any bank or financial institution (as defined under the Companies Act, 2013) or a consortium thereof, in accordance with the guidelines on wilful defaulters issued by the Reserve Bank of India. ] (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 2 [****] or Securities Contracts (Regulation) Act, 1956 or the Depositories Act, 1996 or the Rules and the Regulations made thereunder or any statutory modification or re-enactment thereto. ************* NOTES:- 1. Substituted vide NOTIFICATION No. SEBI/LAD-NRO/GN/2019/40 dated 27-09-2019 before it was read as, (d) corporate municipal entity means a company as defined under Companies Act, 2013, which is a subsidiary of a municipality and which is set up for the purpose of raising funds for a specific municipality or group of municipalities; (e) debt securities means a non-convertible debt securities which create or acknowledge indebtedness, and include debenture, bonds and such other securities of a municipality, or a corporate municipal entity, whether constituting a charge on the assets of such body or not; (f) designated stock exchange means a recognised stock exchange in which securities of an issuer are listed or proposed to be listed and which is chosen by the issuer as a designated stock exchange for the purpose of a particular issue of debt securities under these regulations; (g) general obligation bonds means debt securities where principal and interest are serviced through tax proceeds of the municipality. (h) issuer means any municipality or a corporate municipal entity, which makes or proposes to make an issue of debt securities in accordance with these regulations or which has its securities listed on a recognised stock exchange or which seeks to list its debt securities on a recognised stock exchange; (i) municipality means an institution of self-government constituted under Article 243Q of the Constitution of India; (j) national municipal accounts manual means the municipal accounting manual formulated by the Ministry of Urban Development; (k) offer document means prospectus or shelf prospectus and includes any such document or advertisement whereby the subscription to debt securities are invited by the issuer from public; (l) private placement means any offer of debt securities or invitation to subscribe to debt securities to a select group of persons by a municipality through issue of a private placement offer letter to not more than two hundred persons, which shall not intend to result in, directly or indirectly, the debt securities becoming available for subscription or purchase by persons other than those receiving the offer or invitation: Provided that for a corporate municipal entity, it shall mean an offer or invitation made in terms of section 42 of the Companies Act, 2013 and the rules made thereunder, through issue of a private placement offer letter; (m) 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; (n) revenue bonds means debt securities which are serviced by revenues from one or more projects; (o) schedule means a schedule annexed to these regulations; (p) shelf prospectus means a prospectus in respect of which the securities or class of securities included therein are issued for subscription in one or more issues over a certain period without the issue of a further prospectus: Provided that for a corporate municipal entity, it shall have the same meaning as assigned to it in section 31 of Companies Act, 2013; (q) specified means specified by a general or special order or circular issued under the Act or these regulations. 2. Omitted vide NOTIFICATION No. SEBI/LAD-NRO/GN/2019/40 dated 27-09-2019 before it was read as or the Companies Act, 2013