Regulation 50A - Filing of general information document and key information document - Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021

1 [ Chapter VA ISSUANCE AND LISTING OF NON-CONVERTIBLE SECURITIES ISSUED ON A PRIVATE PLACEMENT BASIS Filing of general information document and key information document 50A. (1) An issuer making a private placement of non-convertible securities, and seeking listing thereof on stock exchange(s), shall file a general information document with the stock exchange(s), which shall contain the following disclosures, namely, - (a) disclosures specified in Schedule I of these regulations; (b) disclosures specified in the Companies Act, 2013 (18 of 2013), as applicable; and (c) additional disclosures as may be specified by the Board: Provided that the provisions of this regulation shall be applicable on a comply or explain basis until March 31, 2024 and on a mandatory basis thereafter: Provided further that issuers making second or subsequent offers of non-convertible securities, during the validity of the shelf placement memorandum filed prior to the date of this regulation coming into force, shall not be required to file the general information document for such second or subsequent issuances so long as the key information document is filed in accordance with these regulations: Provided further that an issuer that has filed a shelf prospectus in case of public issue under these regulations and subsequently intends to issue non-convertible securities on a private placement basis and seeks listing thereof, within the validity period of such shelf prospectus, shall not be required to file a general information document so long as the key information document is filed in accordance with these regulations. Explanation I . For the purposes of this regulation, comply or explain means that the issuer shall endeavour to comply and achieve full compliance, by filing a general information document instead of a placement memorandum for private placement of non-convertible securities sought to be listed, until March 31, 2024. In case the entity is not able to achieve full compliance with the provisions, till such time, it shall explain the reasons for such non-compliance or partial compliance, and the steps initiated to achieve full compliance, in such form and manner as may be specified by the Board from time to time. Explanation II. Nothing in this regulation shall exempt an entity undertaking a scheme of arrangement, under regulation 37 or regulation 59A or both of the listing regulations, from the filing of a general information document under sub-regulation (1), to be filed by the resultant entity, post implementation of such scheme of arrangement. Explanation III. For the purposes of this regulation, shelf placement memorandum means a placement memorandum in relation to the first issuance of non-convertible securities issued on a private placement basis, issued prior to this regulation coming into force and valid as on the date of this regulation coming into force. (2) The general information document shall be valid for a period of one year from the date of opening of the first offer of non-convertible securities made under that general information document. (3) In respect of a second or subsequent offer of non-convertible securities, during the period of validity of that general information document under sub-regulation (2), no further general information document shall be required to be filed. (4) The general information document may indicate the size of the issue i.e., the amount of monies which the issuer proposes to raise during the period of validity of the general information document. (5) An issuer making a private placement of second or subsequent offer of non-convertible securities, during the validity of the general information document or a shelf prospectus or a shelf placement memorandum, as the case may be, shall file a key information document for each such second or subsequent offer of non-convertible securities, with the stock exchange(s). (6) The key information document shall contain the following information: (a) details of the offer of non-convertible securities in respect of which the key information document is being issued; (b) financial information, if such information provided in the general information document is more than six months old; (c) material changes, if any, in the information provided in the general information document; (d) any material developments not disclosed in the general information document, since the issue of the general information document relevant to the offer of non-convertible securities in respect of which the key information document is being issued; and (e) disclosures applicable in case of private placement of non-convertible securities as specified in schedule I, in case the second or subsequent offer is made during the validity of the shelf prospectus for which no general information document has been filed. Explanation . For the purpose of this regulation, material shall mean anything which is likely to impact an investor s informed investment decision. (7) The disclosures made under this regulation shall be made on the websites of stock exchange(s) where such securities are proposed to be listed and shall be made available for download in PDF or any other format as may be specified by the Board. (8) The issuer shall ensure that the audited financial statements disclosed under this regulation are not more than six months old from the date of filing draft placement memorandum or the issue opening date, as applicable: Provided that issuers: (a) whose non-convertible securities or specified securities are listed on recognised stock exchange(s), who are in compliance with the listing regulations, or (b) who are subsidiaries of entities who have listed their specified securities, and are in compliance with the listing regulations, may disclose unaudited financial information instead of audited financial statements for the interim period in the format as specified under the listing regulations, along with the limited review report, as filed with the stock exchange(s), subject to necessary disclosures, including risk factors, in this regard. ] **************** NOTES:- 1. Inserted vide Notification No. SEBI/LAD-NRO/GN/2023/135 dated 03-07-2023