The Securities and Exchange Board of India (SEBI) on July 06, 2023, published the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) (Second Amendment) Regulations, 2023 to further amend the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021
This shall come into force on July 06, 2023
The following has been amended namely: -
• In regulation 2 that states “definitions” in regulation 2,
(a) in sub-regulation (1),
(i) After clause (s) and before clause (t), the following clause (sa) shall be inserted, namely –
“(sa) “key managerial personnel” means key managerial personnel as defined in sub-section (51) of section 2 of the Companies Act, 2013 (18 of 2013);”
(ii) in clause (bb), the words and symbol “including a shelf placement memorandum,” shall be omitted.
(iii) after clause (ii) and before clause (jj), the following clause (iia) shall be inserted, namely –
“(iii) “senior management” shall mean the officers and personnel of the issuer who are members of its core management team, excluding the Board of Directors, and shall also comprise all the members of the management one level below the Chief Executive Officer or Managing Director or Whole Time Director or Manager (including Chief Executive Officer and Manager, in case they are not part of the Board of Directors) and shall specifically include the functional heads, by whatever name called and the Company Secretary and the Chief Financial Officer;”
(iv) clause (jj) shall be omitted.
(v) clause (pp) shall be omitted.
• In the regulation 45 which states “Disclosures in respect of Private Placements”
(a) in sub-regulation (1),
(i) In clause (a), the words “Schedule II” shall be substituted with the words “Schedule I”;
(ii) In sub-regulation (3), the words “and tranche placement memorandum” shall be deleted.
• In Regulation 47 which states “Filing of shelf placement memorandum” shall be deleted.
• In Regulation 50 which states “General Conditions” in sub-regulation (3), in clause (a), the words “Schedule II” shall be substituted with the words “Schedule I”
• after Chapter V which states “Issuance and Listing of Perpetual Debt Instruments, Perpetual Non-Cumulative Preference Shares, and Similar Instruments” and before Chapter VI, the following shall be inserted, namely –
“Chapter VA- ISSUANCE AND LISTING OF NON-CONVERTIBLE SECURITIES ISSUED ON A PRIVATE PLACEMENT BASIS”
[Notification No. SEBI/LAD-NRO/GN/2023/135]
