Notification of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009
Summary
This circular notifies the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, which replace the rescinded Guidelines of 2000. It advises merchant bankers to refer to specific annexures for significant changes and continuing compliance instructions. The document also addresses the transition of pending offer documents and the incorporation of certain guidelines into the new regulations. This section details specific regulatory changes regarding public issue procedures, including allotment periods, disclosure requirements, and definitions. It outlines the applicability of ICDR Regulations to draft offer documents filed under rescinded guidelines through a structured annexure. Key provisions address surplus money transfers, employee definitions, and forfeiture rules for unexercised warrants.
Text
SEBI has been empowered in terms of section 11A(1)(a) of the Securities and Exchange Board of India Act, 1992 to specify by regulations, for the protection of investors, the matters relating to issue of capital.
In exercise of powers conferred by section 30 of the Act, the Board has framed the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, which have been notified on August 26, 2009.
While incorporating the provisions of the rescinded Guidelines into the ICDR Regulations, certain changes have been made by removing the redundant provisions, modifying certain provisions... and bringing more clarity to the provisions.
Merchant Bankers are also advised to continue to comply with the following instruction circulars, contents of which do not form part of the ICDR Regulations and shall therefore continue to remain in force.
The rescinded Guidelines contained certain provisions pertaining to regulation of the activities of merchant bankers, debenture trustees and registrars to an issue. These provisions have now been incorporated in the respective regulations, through Schedule XX of the ICDR Regulations.
These provisions have now been incorporated in the ICDR Regulations and consequently removed from the SEBI (ESOS and ESPS) Guidelines, through issuance of a circular of even date.
In terms of regulation 111 of the ICDR Regulations, any offer document, whether draft or otherwise, filed under the rescinded Guidelines and pending before the Board... shall be deemed to have been filed or made under the corresponding provisions of the ICDR Regulations.
15 days for both fixed price and book built issues.
Not required to be disclosed in draft prospectus.
Surplus money to be transferred to Investor Protection and Education Fund (IPEF) established by the Board.
Government and non-government issuers treated at par.
Defined.
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Source: SecMarx — Notification of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009. Verbatim text is public record; SecMarx structuring (linkage to applying orders) is cited to us.