(1) Without prejudice to the regulation 6, following companies or entities may file shelf prospectus under section 31 of Companies Act, 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, and scheduled banks as defined under clause (e) of section 2 of the Reserve Bank of India Act, 1934; or 9 Inserted by the SEBI (Payment of Fees) (Amendment) Regulations, 2014 w.e.f. 23. 05.14 10 Inserted by the SEBI(Issue and Listing of Debt Securities)(Amendment)Regulations, 2014 w.e.f. 31-01-14.
b. Issuers authorized by the notification of 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 Reserve Bank of India; or d. Non-Banking Financial Companies registered with Reserve Bank of India and Housing Finance Companies registered with National Housing Bank complying with the following criteria:
i. having a net worth of at-least Rs.500 crore, as per the audited balance sheet of the preceding financial year;
ii. having consistent track record of distributable profit for the last three years;
iii. securities issued under the shelf prospectus 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 company or its promoters or directors before the Board, Reserve Bank of India or National Housing Bank;
v. the issuer has not defaulted in the repayment of deposits or interest payable thereon, redemption of debentures or preference shares or payment of dividend to any shareholder, or repayment of any term loan or interest payable thereon to any public financial institution or banking company, in the last three financial years.
or e. Listed entities complying with the following criteria:
i. whose public issued equity shares or debt securities are listed on recognized stock exchange for a period of at least three years immediately preceding the issue and have been complying with the listing agreement entered into between the issuer and the recognized stock exchanges where the said securities of the issuer are listed;
ii. having a net worth of at-least Rs.500 crore, as per the audited balance sheet of the preceding financial year;
iii. having consistent track record of distributable profit for the last three years;
iv. securities issued under the shelf prospectus have been assigned a rating of not less than "AA-" category or equivalent by a credit rating agency registered with the Board;
v. no regulatory action is pending against the company or its promoters or directors before the Board, Reserve Bank of India or National Housing Bank;
vi. the issuer has not defaulted in the repayment of deposits or interest payable thereon, redemption of debentures or preference shares or payment of dividend to any shareholder, or repayment of any term loan or interest payable thereon to any public financial institution or banking company, in the last three financial years.
(2) The issuer filing a shelf prospectus shall file a copy of an information memorandum with the recognised stock exchanges and the Board, immediately on filing the same with the Registrar.
(3) The information memorandum shall contain the disclosures specified in Companies Act, 1956 or Companies Act, 2013, whichever is applicable and rules made thereunder and shall include disclosures regarding summary term sheet, material updations including revision in ratings, if any along with the rating rationale and financial ratios specified in Schedule I, indicating the pre and post issue change.
(4) Not more than four issuances shall be made through a single shelf prospectus.]
Mode of Disclosure of Offer Document