Regulation 37 - Mandatory listing of a public issue of debt securities and non-convertible redeemable preference shares - Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021

Mandatory listing of a public issue of debt securities and non-convertible redeemable preference shares 37. (1) An issuer desirous of making an offer of debt securities and non-convertible redeemable preference shares to the public shall make an application for listing to stock exchange(s) in terms of sub-sections (1) and (2) of Section 40 of the Companies Act, 2013 (18 of 2013). (2) In the event of failure to list such securities within such days from the date of closure of issue as may be specified by the Board (scheduled listing date), all application moneys received or blocked in the public issue shall be refunded or unblocked forthwith within two working days from the scheduled listing date to the applicants through the permissible modes of making refunds and unblocking of funds. For delay in refund/unblocking of funds beyond the timeline as specified above, the issuer shall be liable to pay interest at the rate of fifteen percent per annum to the investors from the scheduled listing date till the date of actual payment. (3) The issuer shall file the following documents along with the listing application to the stock exchange and with the debenture trustee (in case of debt securities): (a) Offer Document; (b) Memorandum of Association and Articles of Association; (c) Copy of the requisite board/ committee resolutions authorizing the borrowing and the list of authorised signatories for the allotment; (d) Copy of last three years Annual Reports; (e) Reports about the business or transaction to which the proceeds of the securities are to be applied directly or indirectly; (f) Statement containing particulars of, dates of, and parties to all material contracts and agreements; (g) An undertaking from the issuer stating that the necessary documents for creation of the charge, wherever applicable, including the Trust Deed would be executed within the time frame prescribed in the relevant regulations/Act/rules etc. and the same would be uploaded on the website of the designated stock exchange, where such securities have been listed; (h) An undertaking that permission / consent from the prior creditor for a second or pari passu charge being created, wherever applicable, in favour of the debenture trustee, as applicable, to the proposed issue has been obtained; and, (i) Any other particulars or documents that the recognized stock exchange may call for, as it deems fit.