Regulation 15 - Right to recall or redeem prior to maturity - Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021

Right to recall or redeem prior to maturity. 15. (1) An issuer making issuance of non-convertible securities shall: (a) have the right to recall such securities prior to the maturity date (call option); or, (b) shall have a right to provide such right of redemption of debt securities prior to the maturity date (put option) to all the investors or only to retail investors. (2) Such right to recall non-convertible securities or redeem debt securities prior to the maturity date shall be exercised in accordance with the terms of issue and detailed disclosure in this regard shall be made in offer document including date from which such right is exercisable, period of exercise (which shall not be less than three working days) and redemption amount (including the premium or discount at which such redemption shall take place). (3) The issuer or investor may exercise such right with respect to all the non-convertible securities issued or held by them respectively or with respect to a part of the non-convertible securities so issued or held. (4) In case of partial exercise of such right in accordance with the terms of the issue by the issuer, it shall be done on proportionate basis only. (5) No such right shall be exercisable before the expiry of one year from the date of issue of such nonconvertible securities. 1 [ (6) The issuer shall send a notice regarding recall or redemption of non-convertible securities, prior to maturity, to all the eligible holders of such securities and the debenture trustee(s), at least twenty-one days before the date from which such right is exercisable and the notice to the eligible holders shall be sent in the following manner: (i) soft copy of such notice shall be sent to the eligible holders who have registered their email address(es) either with the listed entity or with any depository; and (ii) hard copy of the notice shall be sent to the eligible holders who have not registered their email address(es) either with the listed entity or with any depository. ] 2 [ (7) The issuer shall simultaneously provide a copy of such notice to the stock exchange(s) where the non-convertible securities of the issuer are listed, for dissemination on its website. ] (8) Issuer shall pay interest at the rate of fifteen percent per annum for the period of delay, if any. (9) After the completion of the exercise of such right, the issuer shall: (a) submit a report to the stock exchange(s) where the non-convertible securities are listed for public dissemination regarding the details of non-convertible securities redeemed during the exercise period and details of redemption thereof; (b) inform the debenture trustee regarding the debt securities redeemed during the exercise period and details of redemption thereof; and, (c) inform the depositories for extinguishing the non-convertible securities that have been redeemed. Explanation : For the purpose of this regulation, retail investor shall mean the holder of non-convertible securities having the aggregate face value not more than rupees two lakh. ************ NOTES:- 1. Substituted vide Notification No. SEBI/LAD-NRO/GN/2023/119 dated 02-02-2023 before it was read as, (6) Issuer shall send notice to all the eligible holders of such non-convertible securities and debenture trustee at least twenty-one days before the date from which such right is exercisable. 2. Substituted vide Notification No. SEBI/LAD-NRO/GN/2023/119 dated 02-02-2023 before it was read as, (7) Issuer shall also provide a copy of such notice to the stock exchange(s) where such non-convertible securities are listed for wider dissemination and shall make an advertisement in an english national daily and regional daily having wide circulation at the place where the registered office of the issuer is situated, indicating the details of such rights and eligibility of the holders who are entitled to avail such right.