Regulation 44 - Listing Application - Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021

CHAPTER IV LISTING OF PRIVATE PLACEMENT OF DEBT SECURITIES AND NON-CONVERTIBLE REDEEMABLE PREFERENCE SHARES PART A COMMON CONDITIONS Listing Application 44. (1) Where the issuer has disclosed the intention to seek listing of debt securities and non-convertible redeemable preference shares issued on private placement basis, the issuer shall forward the listing application along with the disclosures as per this regulation to the stock exchange(s) within such days as may be specified by the Board from the date of closure of the issue: Provided that in case of delay in listing of such securities beyond such time period as may be specified by the Board from the date of closure of the issue, the issuer shall pay an additional interest/dividend at the rate as may be specified by the Board from time to time, over and above the coupon/dividend applicable for such securities. (2) 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) Placement Memorandum; (b) Memorandum of Association and Articles of Association; (c) Copy of the requisite board/ committee resolutions authorizing the borrowing and list of authorized signatories for the allotment of securities; (d) Copy of last three years Annual Reports; (e) Statement containing particulars of, dates of, and parties to all material contracts and agreements; (f) An undertaking from the issuer stating that the necessary documents for creation of the charge, wherever applicable, including the Trust Deed has been 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 proposed to be listed; (g) In case of debt securities, 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 to the proposed issue has been obtained; and (h) Any other particulars or documents that the recognized stock exchange may call for as it deems fit: Provided that issuers desirous of issuing debt securities on private placement basis who are in existence for less than three years may provide Annual Reports pertaining to the years of existence. 2 [ (3) The debenture trustee shall submit a due diligence certificate to the stock exchange: (a) in case of secured debt securities, in the format as specified in Part B of Schedule IV of these regulations; and (b) in case of unsecured debt securities, in the format as specified in Part B of Schedule IVA of these regulations. (3A) The stock exchange shall disclose the placement memorandum and the due diligence certificates provided by the debenture trustee on its website. ] (4) The stock exchange(s) shall list the debt securities only upon receipt of the due diligence certificate from the debenture trustee as per format specified by the Board. ************* NOTES:- 1. Substituted vide Notification No. SEBI/LAD-NRO/GN/2022/77 dated 11-04-2022 before it was read as, (3) Debenture trustee shall submit a due diligence certificate to the stock exchange in the format as specified in Schedule IV of these regulations. 2. Substituted vide Notification No. SEBI/LAD-NRO/GN/2024/190 dated 08-07-2024 before it was read as, 1 [ (3) The debenture trustee shall submit a due diligence certificate to the stock exchange: (a) in case of secured debt securities, in the format as specified in Schedule IV of these regulations; and (b) in case of unsecured debt securities, in the format as specified in Schedule IVA of these regulations. ]