SEBI Master Circular for Issue of Capital and Disclosure Requirements

SEBI on June 21, 2023 has issued Master Circular for Issue of Capital and Disclosure Requirements to all merchant bankers and stock brokers. All circulars/directions issued under the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018(“ICDR Regulations 2018”) are hereby replaced by the master circular.

As per the master circular, all Merchant Bankers that are required to file the offer documents and related documents in physical form with SEBI shall simultaneously file the same online through SEBI Intermediary Portal at https://siportal.sebi.gov.in.

Recognized stock exchanges filing the draft scheme of arrangement and related documents in physical form with SEBI under the provisions of LODR Regulations 2015 shall simultaneously file the same online through SEBI Intermediary Portal at https://siportal.sebi.gov.in.

Link for SEBI Intermediary Portal is also available on SEBI website -www.sebi.gov.in. In case of any queries and clarifications, users may refer to the manual provided in the portal or contact the Portal Helpline at +9122-26449364 or email at portalhelp@sebi.gov.in.4SEBI/HO/CFD/DIL1/CIR/P/2018/011 January 19, 2018.

The Issuer Company / Merchant Bankers (MBs) shall ensure that the disclosures in the abridged prospectus are adequate, accurate and does not contain any misleading or misstatement. Furthermore, the Issuer Company/MBs shall ensure that the qualitative statements in the abridged prospectus shall be substantiated with Key Performance Indicators (KPIs) and other quantitative factors. Also, no qualitative statement shall be made which cannot be substantiated with KPIs.

Further, the issuer company/ MBs shall insert a Quick Response (QR) code on the front page of the documents such as front outside cover page, abridged prospectus, price band advertisement, etc. as deemed fit by them. The scan of QR code shall lead to downloading of prospectus, abridged prospectus and price band advertisement as applicable.

After consultation with the stakeholders, an Issue Summary Document (ISD) was designed. It was decided to introduce the ISD for the following, in XBRL (Extensible Business Reporting Language) format:

  1. Public issue of specified securities (initial public offer / further public offer);
  2. Further issues {preferential issue, qualified institutions placement (QIP), rights issue, issue of American Depository Receipts (ADR), Global Depository Receipts (GDR) and Foreign Currency Convertible Bonds (FCCBs)};
  3. Buy-back of equity shares (through tender offer or from the open market);
  4. Open offer under SEBI SAST Regulations;
  5. Voluntary delisting of equity shares where exit opportunity is required under SEBI Delisting Regulations.

ISD shall be filed in two stages:

  1. In the first stage, ISD will be filed containing pre-issue / offer fields.
  2. In the second stage, ISD will be filed containing post-issue / offer fields after allotment/offer is completed / as applicable for respective ISD.

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