Regulation 41 - Filing of Shelf Prospectus and Tranche Prospectus - Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021

Filing of Shelf Prospectus and Tranche Prospectus. 41. (1) Without prejudice to regulation 27 of these regulations, the following issuers may file shelf prospectus under Section 31 of the Companies Act, 2013 (18 of 2013) for public issuance of their debt securities: (a) Public financial institutions as defined under clause (72) of Section 2 of the Companies Act, 2013 (18 of 2013) and scheduled banks as defined under clause (e) of Section 2 of the Reserve Bank of India Act, 1934; or (b) Issuers authorized by the notification of the Central Board of Direct Taxes to make public issue of tax free secured bonds, with respect to such tax free bond issuances; or (c) Infrastructure Debt Funds-Non-Banking Financial Companies regulated by the Reserve Bank of India; or (d) Listed entities whose specified securities or publicly issued debt securities and non-convertible redeemable preference shares or units of REIT and InvIT, are listed on stock exchange(s) for a period of at least three years immediately preceding the issue and have been complying with applicable provisions of the listing regulations and any other guidelines so specified by the Board; or Non-Banking Financial Company registered with the Reserve Bank of India and a Housing Finance Company registered with the National Housing Bank or the Reserve Bank of India, complying with the following criteria: (i) having a net worth of at least rupees five hundred crore, as per the audited balance sheet of the preceding financial year; (ii) having consistent track record of operating profits for the last three years; (iii) securities to be issued under the offer document have been assigned a rating of not less than AA- category or equivalent by a credit rating agency registered with the Board; (iv) no regulatory action is pending against the issuer or its promoters or directors before the Board or the Reserve Bank of India; and (v) the issuer is not in default for: a. the repayment of deposits or interest payable thereon; or b. redemption of preference shares; or c. redemption of debt securities and interest payable thereon; or d. payment of dividend to any shareholder; or e. repayment of any term loan or interest payable thereon, in the last three financial years and the current financial year: Provided that the provisions of this clause shall not apply if the issuer has cured the default at least thirty days prior to the date of filing the draft shelf prospectus. (2) The issuer who has filed shelf prospectus shall file a copy of tranche prospectus with the stock exchange(s) and the Board, immediately on filing the same with the Registrar of Company. (3) The shelf prospectus shall contain the following disclosures: (a) disclosures specified in Schedule I of these regulations; (b) disclosures specified in the Companies Act (18 of 2013) , as applicable; and (c) additional disclosures as may be specified by the Board. (4) The tranche prospectus shall contain details of the issue and material changes, if any, in the information including the financial information provided in the shelf prospectus or the earlier tranche prospectus, as applicable. Explanation : For the purpose of this regulation, material means anything which is likely to impact an investor s informed investment decision.