Master Circular for Issue of Capital and Disclosure Requirements
Summary
This section introduces the Master Circular for Issue of Capital and Disclosure Requirements, consolidating circulars issued up to September 30, 2024. It explicitly supersedes the previous Master Circular dated June 21, 2023, and rescinds all prior directions listed in the Appendix regarding ICDR Regulations. The document establishes transitional provisions ensuring that actions taken under rescinded circulars remain valid and unaffected by this update. This section outlines the penalties for non-compliance with SEBI ICDR Regulations, including specific fines for delays in bonus issues and listing applications. It mandates that stock exchanges disseminate details of non-compliant entities and initiate enforcement actions if fines remain unpaid. Additionally, it streamlines the rights issue process by specifying timelines for notices, advertisements, and the trading of dematerialized Rights Entitlements. This section mandates specific disclosure formats for abridged prospectuses and offer document cover pages, requiring adherence to Annexures II and III. It establishes an online filing system via the SEBI Intermediary Portal for various corporate actions and outlines guidelines for
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SEBI has consolidated all relevant circulars issued till June 21, 2023 into a Master Circular to enable stakeholders to have access to all such circulars at one place.
The Master Circular dated June 21, 2023 has been updated to include all relevant circulars issued on or before September 30, 2024, and the instant master circular supersedes the earlier one.
The Master Circular provides a chapter-wise framework for compliance with various obligations under the ICDR Regulations, with footnotes corresponding to respective circulars for ease of reference.
With the issuance of this Master Circular, all directions/instructions contained in the circulars listed out in the Appendix shall stand rescinded to the extent they relate to ICDR Regulations.
Anything done or any action taken or purported to have been done or taken under the rescinded circulars, prior to such rescission, shall be deemed to have been done or taken under the corresponding provisions of this Master Circular.
Any application made to the Board under the rescinded circulars, prior to such rescission, and pending before it shall be deemed to have been made under the corresponding provisions of this Master Circular.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, any penalty, or any investigation, legal proceeding or remedy shall remain unaffected as if the rescinded circulars have never been rescinded.
Recognized Stock Exchanges and Depositories are directed to bring the contents of this circular to the notice of all the stakeholders.
Recognized Stock Exchanges and Depositories are directed to put in place necessary systems and infrastructure for monitoring and implementation of this circular.
Recognized Stock Exchanges and Depositories are directed to make consequential changes, if any, to their respective bye-laws, rules and regulations and bidding portal.
All listed entities/ proposed to be listed entities are directed to comply, wherever applicable, with the conditions laid down in this circular.
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.
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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.