Debt Capital Markets

Overview

India's debt capital market has grown significantly as an alternative financing channel for corporates, NBFCs, and financial institutions. The NCD market, in particular, has become a primary source of medium-term funding for mid-to-large corporates and non-banking financial companies — with listed NCD programmes providing flexibility, market visibility, and investor access that bilateral bank lending cannot replicate. NCD issuances are governed by the SEBI (Issue and Listing of Non-Convertible Securities) Regulations 2021, which consolidated and rationalised the earlier regulatory framework. Public issues of NCDs require an offer document registered with SEBI, mandatory credit rating from a SEBI-registered credit rating agency, listing on a recognised stock exchange, and appointment of a debenture trustee. The offer document — which includes the company's financial statements, key risk factors, use of proceeds, and the terms of the NCDs — must be prepared with care to ensure both regulatory compliance and adequate disclosure. Privately placed NCDs — issued to a maximum of 200 investors in any financial year — follow a lighter regulatory process, requiring an information memorandum, a listing application if the issuer seeks exchange listing, and a debenture trust deed creating the security and defining the trustee's obligations. Private placement NCDs are a widely used instrument for institutional investors, including mutual funds, insurance companies, and family offices seeking yield on fixed income investments. The debenture trust deed is the foundational document for any NCD issuance. It creates the trust, identifies the secured assets (where the NCDs are secured), defines the trustee's powers and obligations including the obligation to act on instructions from the required majority of debenture holders, and sets out the events of default and enforcement mechanism. The trustee's regulatory obligations under the SEBI (Debenture Trustees) Regulations 1993 and the SEBI circular framework impose specific due diligence and monitoring obligations that must be reflected in the trust deed. For structured debt transactions — where the NCD repayment is linked to a specific cash flow or asset pool — the documentation complexity increases substantially. The security package, the waterfall, the triggers for accelerated repayment, and the credit enhancement mechanisms all require specialised legal structuring.

Key Service Components

• ◆NCD public issue offer document preparation and SEBI registration
• ◆Private placement NCD information memorandum drafting
• ◆Debenture trust deed drafting and SEBI (Debenture Trustees) Regulations compliance
• ◆SEBI (Issue and Listing of Non-Convertible Securities) Regulations 2021 compliance
• ◆Exchange listing application and compliance management for listed NCDs
• ◆Bond issuance documentation for infrastructure and corporate bond programmes
• ◆Commercial paper issuance documentation and RBI framework compliance
• ◆Credit enhancement and guarantee structure documentation for NCD issuances
• ◆Structured debt instrument documentation — asset-backed and cash flow-linked instruments
• ◆Investor-side advisory and subscription agreement drafting for NCD investments

Our Approach

Corpus Juris Legal advises on debt capital market transactions from structuring through listing, with a thorough understanding of the SEBI regulatory framework and the market practice that governs NCD documentation. We work with issuers, debenture trustees, and institutional investors — and our experience on each side of the transaction gives us a clear understanding of where the documentation needs to be rigorous and where it can be commercially flexible.

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