Master Circular for Issue of Capital and Disclosure Requirements
Summary
This section introduces the SEBI Master Circular consolidating various directions under the ICDR Regulations 2018 for stakeholders. It rescinds previous circulars listed in the Appendix while validating actions taken under them prior to rescission. The document is issued under Section 11(1) of the SEBI Act, 1992, and outlines penalties for non-compliance with specific provisions. This section outlines penalties for listing and trading delays, requiring applications within specific timeframes and imposing fines credited to the Investor Protection Fund. It establishes procedures for Rights Issues, including advance notice periods, dematerialized entitlement credits, and secondary market trading rules. Additionally, it mandates standardized disclosures in offer documents and requires simultaneous online filing of regulatory submissions via the SEBI Intermediary Portal. Chapter 5 establishes a mandatory compensation formula for retail investors facing opportunity loss due to Self Certified Syndicate Bank failures in ASBA processes. Chapter 6 exempts certain NCDs with Warrants offers from specific ICDR Regulations while mandating the use of Electronic Book Provider platforms for the deb
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The Securities and Exchange Board of India has prepared this Master Circular under the ICDR Regulations 2018 to enable stakeholders to access all relevant circulars at one place.
With the issuance of this Master Circular, the directions/instructions contained in the circulars listed out in the Appendix shall stand rescinded.
Anything done or any action taken or purported to have been done or taken under the rescinded circulars, prior to such rescission, shall be deemed to have been done or taken under the corresponding provisions of this Master Circular.
Any application made to the Board under the rescinded circulars, prior to such rescission, and pending before it shall be deemed to have been made under the corresponding provisions of these regulations.
This Master Circular is issued in exercise of the powers conferred under Section 11(1) of the Securities and Exchange Board of India Act, 1992.
Regulation 297 and 298 of ICDR Regulations 2018 specify liability of a listed entity or any other person for contravention and actions which can be taken by the respective stock exchange.
Stock exchanges shall impose fines of ₹ 20,000 per day of noncompliance till the date of compliance for delay in completion of a bonus issue within 15 days from board approval where shareholder approval is not required.
Stock exchanges shall impose fines of ₹ 20,000 per day of noncompliance till the date of compliance for delay in completion of a bonus issue within 2 months from board meeting decision subject to shareholders’ approval.
Stock exchanges shall impose fines same as above for listed entities not completing the conversion of convertible securities and allotting shares within 18 months from the date of allotment.
Stock exchanges shall impose fines same as above for issuers failing to make an application for listing within the period specified by the Board from the date of allotment.
Issuer shall make an application to the exchange/s for listing in case of further issue of equity shares from the date of allotment within 20 days (unless otherwise specified).
Listed entities shall make an application for trading approval to the stock exchange/s within 7 working days from the date of grant of listing approval by the stock exchange/s.
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Source: SecMarx — Master Circular for Issue of Capital and Disclosure Requirements. Verbatim text is public record; SecMarx structuring (linkage to applying orders) is cited to us.