(1) These Regulations shall be called the Securities and Exchange Board of India (Public Offer and Listing of Securitised Debt Instruments) Regulations, 2008.
(2) They shall come into force on the date of their publication in the Official Gazette.
Definitions. 2. (1) In these Regulations, unless the context otherwise requires:-
(a) ―Act‖ means the Securities Contracts (Regulation) Act, 1956 (42 of 1956);
(b) ―asset pool‖, in relation to a scheme of a special purpose distinct entity, means the total debt or receivables, assigned to such entity and in which investors of such scheme have beneficial interest;
(c) ―Board‖ means the Securities and Exchange Board of India established under section 3 of the Securities and Exchange Board of India Act (15 of 1992);
(d) ―certificate‖ means a certificate of registration granted to a trustee under these regulations;
(e) ―clean-up call option‖ means an option retained and exercisable by the originator to purchase the debt or receivables assigned to a special purpose distinct entity, if the residual value of such debt or receivables falls below a specified percentage of the price at which it was assigned;
(f) ―credit enhancement‖ means any arrangement intended to decrease the likelihood of default on the securitised debt instruments, including subordination, insurance, letter of credit, over-collateralisation, undertakings and guarantees;
(g) ―debt‖ or ―receivables‖ means any right that generates or results into a cash flow and includes-
(i) mortgage debt ;
(ii) such receivables arising out of securities as may be specified by the Board;
(iii) any financial asset within the meaning of clause (l) of sub-section (1) of section 2 of the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (54 of 2002);
(h) ―investor‖ means a person holding any securitised debt instrument which acknowledges the interest of such person in the debt or receivables assigned to the special purpose distinct entity;
(i) ―issue‖ means an offer of securitised debt instruments by a special purpose distinct entity or under any scheme of such entity to the public or to any person(s), which is proposed to be listed on a recognised stock exchange;
(j) ―liquidity provider‖ means a person who agrees to provide funds to the special purpose distinct entity for settlement of payments due to investors in accordance with the schedule of payments contained in the terms of issue of the securitised debt instruments issued to them, in the event of any short term cash flow shortfalls of the special purpose distinct entity; (k) ―obligor‖ means a person who is liable, whether under a contract or otherwise, to pay a debt or receivables or to discharge any obligation in respect of a debt or receivables;
(l) ―offer document‖ means any document including an electronic document described or issued as an offer document or prospectus and includes any notice, circular, advertisement or other document inviting subscription from the public or purchase of any securitised debt instruments of a scheme formulated under these regulations;
(m) ―originator‖ means the assignor of debt or receivables to a special purpose distinct entity for the purpose of securitisation;
(n) ―recognised stock exchange‖ means any stock exchange which is recognised under section 4 of the Act;
(o) ―regulated activity‖, in relation to a special purpose distinct entity, means any of its activities which are regulated by the Board under the Act and these regulations and includes making a public offer of securitised debt instruments, making disclosures in connection with such issue, the performance of obligations relating to public offer or listing and redemption of such instruments, management and administration of the schemes under which such instruments are issued, valuation and maintenance of accounts which have a bearing on value of such instruments, and any other related activity as may be specified by the Board; (p) ―scheme‖ means a scheme for issue of securitised debt instruments in accordance with these regulations;
(q) ―Schedule‖ means a Schedule appended to these regulations;
(r) ―securitisation‖ means acquisition of debt or receivables by any special purpose distinct entity from any originator or originators for the purpose of issuance of securitised debt instruments to investors based on such debt or receivables and such issuance;
(s) ―securitised debt instrument‖ means any certificate or instrument, by whatever name called, of the nature referred to in sub-clause (ie) of clause (h) of section 2 of the Act issued by a special purpose distinct entity;
(t) ―servicer‖ means any person appointed by the special purpose distinct entity and who is responsible for the management or collection of the asset pool or making allocations or distributions to holders of the securtitised debt instrument in accordance with these regulations but does not include a trustee for the issuer if the trustee receives such allocations or distributions;
(u) ―special purpose distinct entity‖ means a trust which acquires debt or receivables out of funds mobilized by it by issuance of securitised debt instruments through one or more schemes, and includes any trust set up by the National Housing Bank under the National Housing Bank Act, 1987 (53 of 1987) or by the National Bank for Agriculture and Rural Development under the National Bank for Agriculture and Rural Development Act, 1981 (61 of 1981);
(v) ―sponsor‖ means any person who establishes or promotes a special purpose distinct entity;
(w) ―trustee‖ means a trustee of a special purpose distinct entity; (x) ―working days‖ means working days of the Board.
(2) Words and expressions not defined in these Regulations, but defined in or under the Act or the Securities and Exchange Board of India Act, 1992 (15 of 1992) or the regulations made thereunder or the Companies Act, 1956 (1 of 1956) or the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (54 of 2002) or any statutory modification or re-enactment thereof, shall have the same meaning as have been assigned to them by or under those enactments, unless the context requires otherwise.
Applicability.
3. These regulations shall apply to-
(a) public offers of securitised debt instruments; or
(b) to listing of securitised debt instruments issued to public or any person(s), on a recognised stock exchange.
CHAPTER II REGISTRATION OF TRUSTEES Eligibility criteria for trustees.