Strategic debt restructuring exemption allows preferential equity issuance to bank consortium on debt conversion subject to valuation, lock in and compliance. Conversion of debt into equity under a strategic debt restructuring scheme is excluded from the Chapter's preferential issue requirements when equity is allotted to a consortium of banks and financial institutions pursuant to RBI guidelines, provided the conversion price follows RBI guidance and is not below face value, is certified by two independent qualified valuers, the allotted shares are locked in for one year (with transferee continuation of lock in permitted for transfers made to transfer control), and Companies Act requirements including a special resolution are met; other secured lenders joining the scheme are similarly covered.