Regulation 2 - Definitions - Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021

Definitions 2. (1) In these regulations, unless the context otherwise requires: (a) abridged prospectus means a memorandum accompanying the application form for a public issue containing such salient features of a prospectus as specified by the Board; (b) Act means the Securities and Exchange Board of India Act, 1992 (15 of 1992); (c) advertisement means and includes notices, brochures, pamphlets, show cards, catalogues, hoardings, placards, posters, insertions in newspaper, pictures, films, websites or in any other print or digital medium, radio, television programmes through any electronic medium; (d) arranger , in relation to a private placement of non-convertible securities, means a merchant banker or a broker registered with the Board, a primary dealer registered with Reserve Bank of India, who, prior to acting as an arranger in an issue of non-convertible securities is appointed by the issuer to act as such on behalf of the persons eligible to participate on the electronic book provider platform; (e) Board means the Securities and Exchange Board of India established under the provisions of Section 3 of the Act ; (f) book building means a process undertaken to elicit demand and to assess the price for determination of the quantum or value of the non-convertible securities, in accordance with these regulations; (g) commercial paper means commercial paper as defined by the Reserve Bank of India; (h) credit rating agency means a Credit Rating Agency registered with the Board; (i) day count convention is the system used to determine the number of days and the amount of accrued interest/dividend between two interest/dividend payment dates; (j) debenture trustee means a debenture trustee registered with the Board; (k) debt securities means non-convertible debt securities with a fixed maturity period which create or acknowledge indebtedness and includes debentures, bonds or any other security whether constituting a charge on the assets/ properties or not, but excludes security receipts, securitized debt instruments, money market instruments regulated by the Reserve Bank of India, and bonds issued by the Government or such other bodies as may be specified by the Board; (l) depository means a depository registered with the Board; (m) designated stock exchange means a recognised stock exchange, in which non-convertible securities and/or commercial paper 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; (n) draft offer document means a draft prospectus or draft shelf prospectus filed with the stock exchange(s) and the Board in relation to a public issue of debt securities or non- convertible redeemable preference shares under these regulations; (o) electronic book provider platform means an electronic platform for private placement of non-convertible securities provided by a recognized stock exchange(s) or a recognised depository, pursuant to obtaining approval from the Board; (p) fugitive economic offender shall mean an individual who is declared as a fugitive economic offender under Section 12 of the Fugitive Economic Offenders Act, 2018 (17 of 2018); 1 [ (q) Green debt security means a debt security issued for raising funds subject to the conditions as may be specified by the Board from time to time, to be utilised for project(s) and/ or asset(s) falling under any of the following categories: (i) renewable and sustainable energy including wind, bioenergy, other sources of energy which use clean technology, (ii) clean transportation including mass/public transportation, (iii) climate change adaptation including efforts to make infrastructure more resilient to impacts of climate change and information support systems such as climate observation and early warning systems, (iv) energy efficiency including efficient and green buildings, (v) sustainable waste management including recycling, waste to energy, efficient disposal of wastage, (vi) sustainable land use including sustainable forestry and agriculture, afforestation, (vii) biodiversity conservation, (viii) pollution prevention and control (including reduction of air emissions, greenhouse gas control, soil remediation, waste prevention, waste reduction, waste recycling and energy efficient or emission efficient waste to energy) and sectors mentioned under the India Cooling Action Plan launched by the Ministry of Environment, Forest and Climate Change, (ix) circular economy adapted products, production technologies and processes (such as the design and introduction of reusable, recyclable and refurbished materials, components and products, circular tools and services) and/or eco efficient products, (x) blue bonds which comprise of funds raised for sustainable water management including clean water and water recycling, and sustainable maritime sector including sustainable shipping, sustainable fishing, fully traceable sustainable seafood, ocean energy and ocean mapping, (xi) yellow bonds which comprise of funds raised for solar energy generation and the upstream industries and downstream industries associated with it, (xii) transition bonds which comprise of funds raised for transitioning to a more sustainable form of operations, in line with India s Intended Nationally Determined Contributions, and Explanation: Intended Nationally Determined Contributions (INDCs) refer to the climate targets determined by India under the Paris Agreement at the Conference of Parties 21 in 2015, and at the Conference of Parties 26 in 2021, as revised from time to time. (xiii) any other category, as may be specified by the Board from time to time. ] (r) group companies includes such companies, other than promoter(s), subsidiary/subsidiaries, with which there were related party transactions, during the period for which financial information is disclosed in the offer documents, as covered under the applicable accounting standards and also other companies as considered material by the board of the issuer; (s) issuer means a company or a body corporate or a statutory corporation or a multilateral institution or a trust registered with the Board as a Real Estate Investment Trust (REIT) or an Infrastructure Investment Trust (InvIT), authorised to issue non-convertible securities and/or commercial paper under the relevant laws and in accordance with these regulations and seeks to list its non-convertible securities, with any recognized stock exchange(s); 2 [ (sa) key managerial personnel means key managerial personnel as defined in sub-section (51) of section 2 of the Companies Act, 2013 (18 of 2013); ] (t) lead manager means a merchant banker registered with the Board and appointed by the issuer to manage the public issue of debt securities and/or non-convertible redeemable preference shares and in case of a book-built issue, the lead manager(s) appointed by the issuer who act(s) as the book running lead manager(s) for the purposes of book building; (u) listing regulations means the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 , as amended from time to time; (v) net worth shall have the same meaning assigned to it under Section 2 of the Companies Act, 2013 (18 of 2013); (w) non-convertible redeemable preference share means a preference share which is redeemable in accordance with the relevant provisions of the Companies Act, 2013 (18 of 2013) and does not include a preference share which is convertible into or exchangeable with equity shares of the issuer at a later date, at the option of the holder or not; (x) non-convertible securities means debt securities, non-convertible redeemable preference shares, perpetual non-cumulative preference shares, perpetual debt instruments and any other securities as specified by the Board; (y) offer document means a prospectus, shelf prospectus, tranche prospectus in case of public issue of debt securities and/or non-convertible redeemable preference shares and a placement memorandum in case of private placement of non-convertible securities and includes a draft offer document; (z) perpetual debt instrument means a perpetual debt instrument issued in accordance with the guidelines framed by the Reserve Bank of India; (aa) perpetual non-cumulative preference share means a perpetual non-cumulative preference share issued in accordance with the guidelines framed by the Reserve Bank of India; (bb) placement memorandum means a document 3 [ **** ] filed with the stock exchange(s) in relation to an issue of non-convertible securities to be issued on a private placement basis; (cc) private placement means an offer or invitation to subscribe or issue of non-convertible securities to a select group of persons by a company (other than by way of public offer), which satisfies the applicable conditions specified in Section 42 of the Companies Act, 2013 (18 of 2013); (dd) prospectus shall have the same meaning assigned to it under Section 2 of the Companies Act, 2013 (18 of 2013); (ee) promoter shall have the same meaning assigned to it under regulation 2 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; (ff) promoter group shall have the same meaning assigned to it under regulation 2 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; Explanation : In case of Real Estate Investment Trust (REIT) and Infrastructure Investment Trust (InvIT), promoter and promoter group shall mean sponsor and sponsor group as per the Securities and Exchange Board of India (Real Estate Investment Trusts) Regulations, 2014 and the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014 , respectively; (gg) public issue means an offer or invitation by an issuer to the public to subscribe to its debt securities and/or non-convertible redeemable preference shares which is not in the nature of a private placement; (hh) schedule means a schedule annexed to these regulations; (ii) secured debt securities shall mean such debt securities which are secured by creation of a charge on the properties or assets of the issuer or its subsidiaries or its holding companies or its associate companies having a value which is sufficient for the due repayment of principal and payment of interest thereon; 4 [ (iia) senior management shall mean the officers and personnel of the issuer who are members of its core management team, excluding the Board of Directors, and shall also comprise all the members of the management one level below the Chief Executive Officer or Managing Director or Whole Time Director or Manager (including Chief Executive Officer and Manager, in case they are not part of the Board of Directors) and shall specifically include the functional heads, by whatever name called and the Company Secretary and the Chief Financial Officer; ] (jj) 5 [ **** ] (kk) shelf prospectus shall have the same meaning assigned to it in Section 31 of the Companies Act, 2013 (18 of 2013); (ll) specified means specified by a general or special order or circular or guidelines issued under the Act or these regulations; (mm) specified securities shall have the same meaning assigned to it under the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; (nn) statutory corporation means a body corporate formed by a special Act of the Central or State Legislature; (oo) stock exchange means any recognised stock exchange having nationwide trading terminals chosen by the issuer on which the non-convertible securities and/or commercial paper of an issuer are listed or proposed to be listed for the purpose of a particular issue of such securities and includes a designated stock exchange; (pp) 6 [ **** ] (qq) tranche prospectus means an information memorandum as provided under sub-section (2) of Section 31 of the Companies Act, 2013 (18 of 2013); (rr) trust deed means a deed executed between the issuer and the debenture trustee for the benefit of the holders of the debt securities; (ss) wilful defaulter shall have the same meaning as under regulation (2) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; (tt) working day means all days on which commercial banks in the city, as specified in the offer document, are open for business; Explanation : For the purpose of this definition, in respect of - (i) Announcement of bid /issue period: working day shall mean all days, excluding Saturdays, Sundays and public holidays, on which commercial banks in the city as notified in the offer document are open for business; (ii) the time period between the bid/ issue closing date and the listing of the non-convertible securities on the stock exchanges: working day shall mean all trading days of the stock exchanges for non-convertible securities, excluding Saturdays, Sundays and bank holidays, as specified by the Board; (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 Companies Act, 2013 (18 of 2013) or the Securities Contracts (Regulation) Act, 1956 (42 of 1956) or the Depositories Act, 1996 (22 of 1996) and/or the rules and regulations made thereunder or any statutory modification or re-enactment thereto, unless the context requires otherwise. ************ NOTES:- 1. Substituted vide Notification No. SEBI/LAD-NRO/GN/2023/119 dated 02-02-2023 before it was read as, (q) green debt security means a debt security issued for raising funds that are to be utilised for project(s) and/or asset(s) falling under any of the following categories, subject to the conditions as may be specified by the Board from time to time: (i) Renewable and sustainable energy including wind, solar, bioenergy, other sources of energy which use clean technology, (ii) Clean transportation including mass/public transportation, (iii) Sustainable water management including clean and/or drinking water, water recycling, (iv) Climate change adaptation, (v) Energy efficiency including efficient and green buildings, (vi) Sustainable waste management including recycling, waste to energy, efficient disposal of wastage, (vii) Sustainable land use including sustainable forestry and agriculture, afforestation, (viii) Biodiversity conservation, or (ix) a category as may be specified by the Board, from time to time. 2. Inserted vide Notification No. SEBI/LAD-NRO/GN/2023/135 dated 03-07-2023 3. Omitted vide Notification No. SEBI/LAD-NRO/GN/2023/135 dated 03-07-2023 before it was read as, including a shelf placement memorandum, 4. Inserted vide Notification No. SEBI/LAD-NRO/GN/2023/135 dated 03-07-2023 5. Omitted vide Notification No. SEBI/LAD-NRO/GN/2023/135 dated 03-07-2023 before it was read as, (jj) shelf placement memorandum means a placement memorandum in relation to the debt securities issued on a private placement basis, in one or more tranches over a certain period, by issuing a tranche placement memorandum and without the requirement of issuing a further placement memorandum; 6. Omitted vide Notification No. SEBI/LAD-NRO/GN/2023/135 dated 03-07-2023 before it was read as, ''(pp) tranche placement memorandum means a document supplementing the shelf placement memorandum, whereby subscription to debt securities is invited by an issuer on a private placement basis;