Master Circular for SEBI (Issue of Capital and Disclosure Requirements) Regulations 2018
Summary
This section introduces the Master Circular consolidating circulars under the SEBI ICDR Regulations 2018 as of February 2026. It rescinds previous individual circulars while preserving the legal validity of actions and liabilities incurred under them prior to rescission. The document is issued under Section 11(1) of the SEBI Act, 1992, to protect investors and regulate the securities market. This section outlines the fines and enforcement actions for non-compliance with specific SEBI ICDR Regulations, including delays in bonus issues and listing applications. It establishes that fines are credited to the Investor Protection Fund and mandates stock exchanges to disseminate details of non-compliant entities. Additionally, it streamlines the Rights Issue process by setting strict timelines for notice, advertisement, completion, and bid validation. This section mandates physical shareholders to provide demat details for rights entitlements and outlines trading rules for dematerialized rights shares on stock exchanges. It establishes disclosure requirements for abridged prospectuses and offer document covers, including the use of QR codes and Key Performance Indicators. Additionally, it
Text
The Securities and Exchange Board of India (“SEBI” or “the Board”) has been, from time to time, issuing various circulars/directions under the relevant provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018
In order to enable the users to have access to the provisions of the applicable circulars at one place, a Master Circular for compliance with the provisions of the ICDR Regulations was issued on June 21, 2023. Further, the Master Circular dated June 21, 2023 was updated and issued on November 11, 2024 by consolidating relevant circulars issued till September 30, 2024.
The Master Circular dated November 11, 2024 is updated to include all relevant circulars that were issued till December 31, 2025 and changes, wherever considered relevant, are carried out to reflect the provisions which are currently in force.
With the issuance of this Master Circular, all directions/instructions contained in the circulars listed out in the Appendix to this Master Circular shall stand rescinded to the extent they relate to ICDR Regulations.
anything done or any action taken or purported to have been done or taken under the rescinded circulars, prior to such rescission, shall be deemed to have been done or taken under the corresponding provisions of this Master Circular
any application made to the Board under the rescinded circulars, prior to such rescission, and pending before it shall be deemed to have been made under the corresponding provisions of this Master Circular
the previous operation of the rescinded circulars or anything duly done or suffered thereunder, any right, privilege, obligation or liability acquired, accrued or incurred under the rescinded circulars, any penalty, incurred in respect of any violation committed against the rescinded circulars, or any investigation, legal proceeding or remedy in respect of any such right, privilege, obligation, liability, penalty as aforesaid, shall remain unaffected as if the rescinded circulars have never been rescinded.
This Master Circular is issued in exercise of the powers conferred under sections 11(1) of the Securities and Exchange Board of India Act, 1992 Securities and Exchange Board of India Act, 1992, to protect the interests of investors in securities and to promote the development of, and to regulate, the securities market.
This Master Circular is available on SEBI website at www.sebi.gov.in in the path “Home>Legal>Master Circulars”.
Regulation 297 and 298 of ICDR Regulations, inter-alia, specify liability of a listed entity or any other person for contravention and actions which can be taken by the respective stock exchange, the revocation of such actions and consequences for failure to pay fine in the manner specified by SEBI.
In pursuance of the above, for non-compliance with certain provisions of the ICDR Regulations, stock exchanges shall impose fines on the listed entities, as under:
Delay in completion of a bonus issue: (i) Within 15 days from the date of approval of the issue by its board of directors – in cases where shareholders’ approval for capitalization of profits or reserves for making the bonus issue is not required. (ii) Within 2 months from the date of the meeting of its board of directors wherein the decision to announce bonus issue was taken subject to shareholders’ approval – in cases where issuer is required to seek shareholders’ approval for capitalization of profits or reserves for making the bonus issue.
You have read the preview. Create a free account to read the full document and see every order that applied it.
Free accounts include 10 searches/day with full text access.
Source: SecMarx — Master Circular for SEBI (Issue of Capital and Disclosure Requirements) Regulations 2018. Verbatim text is public record; SecMarx structuring (linkage to applying orders) is cited to us.