Securities and Exchange Board of India (SEBI) issued amendments to the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, on May 17, 2024. These amendments, effective upon publication in the Official Gazette, include modifications to various regulations within the framework. The key changes involve expanding the scope of entities eligible to contribute towards capital issues, particularly emphasizing non-individual public shareholders and entities within the promoter group holding at least five percent of the post-issue capital. Additionally, adjustments are made to timelines for certain processes, such as reducing the notification period from three working days to one working day in specific instances. Several regulations are omitted or revised, while others are restructured for clarity and alignment with prevailing market practices and regulatory frameworks. Overall, these amendments aim to enhance transparency, efficiency, and regulatory compliance within India’s securities market.
SECURITIES AND EXCHANGE BOARD OF INDIA
NOTIFICATION
Mumbai, the 17th May, 2024
SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE
REQUIREMENTS) (AMENDMENT) REGULATIONS, 2024
No. SEBI/LAD-NRO/GN/2024/178.— In exercise of the powers conferred under section 30 of the Securities and Exchange Board of India Act, 1992 (15 of 1992), the Board hereby makes the following regulations to further amend the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, namely: –
1. These regulations may be called the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2024.
2. They shall come into force on the date of their publication in the Official Gazette.
3. In the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, –
I. in regulation 14, in sub-regulation (1), in the first proviso, after the words “Insurance Regulatory and Development Authority of India” and before the words “may contribute”, the words and symbols “or any non-individual public shareholder holding at least five per cent. of the post-issue capital or any entity (individual or non-individual) forming part of promoter group other than the promoter(s)” shall be inserted;
II. in regulation 15,
ii. in sub-regulation (1),
1. in clause (b), after the words “Insurance Regulatory and Development Authority of India” and before the words and symbol “, during the preceding”, the words and symbols “or any non-individual public shareholder holding at least five per cent. of the post-issue capital or any entity (individual or non-individual) forming part of promoter group other than the promoter(s)” shall be inserted;
2. in clause (b), in the proviso,
A. in clause (i), after the words “Insurance Regulatory and Development Authority of India” and before the words and symbol “, as applicable”, the words and symbols “or any non-individual public shareholder holding at least five per cent. of the post-issue capital or any entity (individual or non-individual) forming part of promoter group other than the promoter(s)” shall be inserted;
B. after clause (iii), the following new clause (iv) shall be inserted, namely-
“(iv) to equity shares arising from the conversion or exchange of fully paid-up compulsorily convertible securities, including depository receipts, that have been held by the promoters and alternative investment funds or foreign venture capital investors or scheduled commercial banks or public financial institutions or insurance companies registered with Insurance Regulatory and Development Authority of India or any non-individual public shareholder holding at least five per cent. of the post-issue capital or any entity (individual or non-individual) forming part of promoter group other than the promoter(s), as applicable, for a period of at least one year prior to the filing of the draft offer document and such fully paid-up compulsorily convertible securities are converted or exchanged into equity shares prior to the filing of the offer document (i.e., red herring prospectus in case of a book built issue and prospectus in case of a fixed price issue), provided that full disclosures of the terms of conversion or exchange are made in such draft offer document;”
3. in clause (c), after the words “Insurance Regulatory and Development Authority of India” and before the words “during the preceding one year”, the words and symbols “or any non-individual public shareholder holding at least five per cent. of the post-issue capital or any entity (individual or non-individual) forming part of promoter group other than the promoter(s)” shall be inserted;
III. in regulation 16, in sub-regulation (1), in clause a, after the words “Insurance Regulatory and Development Authority of India” and before the words “referred to in proviso to”, the words and symbols “or any non-individual public shareholder holding at least five per cent. of the post-issue capital or any entity (individual or non-individual) forming part of promoter group other than the promoter(s)” shall be inserted;
IV. Regulation 38 shall be omitted;
V. In regulation 46, in sub-regulation (3), the words “three working days” shall be substituted by the words “one working day” and after the word “similar”, the word “unforeseen” shall be inserted;
VI. Regulation 80 shall be omitted;
VII. Regulation 135 shall be omitted;
VIII. in regulation 142, in sub-regulation (3), the words “three working days” shall be substituted by the words “one working day” and after the word “similar”, the word “unforeseen” shall be inserted;
IX. in Regulation 166, –
i. the existing regulation shall be renumbered as sub-regulation (1);
ii. after sub-regulation (1), the following new sub-regulation (2) shall be inserted, namely-
“(2) The effect on the price of the equity shares of the issuer due to material price movement and confirmation of reported event or information may be excluded as per the framework specified under sub-regulation (11) of regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for determination of the price for a preferential issue in accordance with regulations 164, 164A, 164B or 165 of these regulations.”
X. in regulation 176, after the existing sub-regulation (4) and before the Explanation, the following new-sub-regulation (5) shall be inserted, namely,-
“(5) The effect on the price of the equity shares of the issuer due to material price movement and confirmation of reported event or information may be excluded as per the framework specified under sub-regulation (11) of regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for calculation of the issue price under this regulation.”
XI. Regulation 197 shall be omitted;
XII. Regulation 203, in sub-regulation (3), the words “three working days” shall be substituted by the words “one working day” and after the word “similar”, the word “unforeseen” shall be inserted;
XIII. in regulation 236, in sub-regulation (1), in the first proviso, after the words “Insurance Regulatory and Development Authority of India” and before the words “may contribute to meet the shortfall”, the words and symbols “or any non-individual public shareholder holding at least five per cent. of the post-issue capital or any entity (individual or non-individual) forming part of promoter group other than the promoter(s)” shall be inserted;
XIV. in regulation 237, sub-regulation (1), in clause (b),
i. after the words “Insurance Regulatory and Development Authority of India” and before the words and symbol “, during the preceding one year”, the words “or any non-individual public shareholder holding at least five per cent. of the post-issue capital or any entity (individual or non-individual) forming part of promoter group other than the promoter(s)” shall be inserted;
ii. in the proviso,
1. in clause (i), after the words “Insurance Regulatory and Development Authority of India” and before the words and symbol “, as applicable”, the words and symbols “or any non-individual public shareholder holding at least five per cent. of the post-issue capital or any entity (individual or non-individual) forming part of promoter group other than the promoter(s)” shall be inserted;
2. after clause (iii), the following new clause (iv) shall be inserted, namely-
“(iv) to equity shares arising from the conversion or exchange of fully paid-up compulsorily convertible securities, including depository receipts, that have been held by the promoters and alternative investment funds or foreign venture capital investors or scheduled commercial banks or public financial institutions or insurance companies registered with Insurance Regulatory and Development Authority of India or any non-individual public shareholder holding at least five per cent. of the post-issue capital or any entity (individual or non-individual) forming part of promoter group other than the promoter(s), as applicable, for a period of at least one year prior to the filing of the draft offer document and such fully paid-up compulsorily convertible securities are converted or exchanged into equity shares prior to the filing of the offer document (i.e., red herring prospectus in case of a book built issue and prospectus in case of a fixed price issue), provided that full disclosures of the terms of conversion or exchange are made in such draft offer document;”
XV. in regulation 238, in clause (a), after the words “Insurance Regulatory and Development Authority of India” and before the words and symbol “, as applicable”, the words and symbols “or any non-individual public shareholder holding at least five per cent. of the post-issue capital or any entity (individual or non-individual) forming part of promoter group other than the promoter(s)” shall be inserted;
XVI. Regulation 259 shall be omitted;
XVII. in regulation 266, in sub-regulation (3), the words “three working days” shall be substituted by the words “one working day” and after the word “similar”, the word “unforeseen” shall be inserted;
XVIII. in regulation 292,
i. in sub-regulation (4), in the proviso, after the words “Insurance Regulatory and Development Authority of India” and before the words and symbol “may contribute to meet”, the words and symbols “or any non-individual public shareholder holding at least five per cent. of the post-issue capital or any entity (individual or non-individual) forming part of promoter group other than the promoter(s)” shall be inserted;
ii. in sub-regulation (5), in clause (a), after the words “Insurance Regulatory and Development Authority of India” and before the words and symbol “, shall be locked”, the words and symbols “or any non-individual public shareholder holding at least five per cent. of the post-issue capital or any entity (individual or non-individual) forming part of promoter group other than the promoter(s)” shall be inserted;
XIX. in schedule XIII, paragraph (9), sub-paragraph (ii), the words “three working days” shall be substituted by the words “one working day” and after the word “similar”, the word “unforeseen” shall be inserted;
XX. in schedule XVI, paragraph (1), sub-paragraph (f),
i. in item (i),
A. after the words “in estimated issue size” and before the words “by more than twenty”, the words and symbols “(in Rupee value)” shall be inserted;
B. the words “of the estimated issue size” appearing after the words and symbol “by more than twenty per cent.”, shall be omitted;
ii. in item (ii), after the words “the estimated issue size” and before the words and symbol “, by more than fifty per cent.”, the words and symbols “(in Rupee value), whichever is disclosed in the draft offer document” shall be inserted;
XXI. in schedule XVI-A, paragraph (1), sub-paragraph (a),
i. in item (vi), after the words “the estimated issue size” and before the words and symbol “by more than fifty”, the words and symbols “(in Rupee value)” shall be inserted;
ii. in item (vii), after the words “the estimated issue size” and before the words and symbol “, by more than fifty”, the words and symbols (in Rupee value), whichever is disclosed in the draft offer document” shall be inserted.
BABITHA RAYUDU, Executive Director
[ADVT.-III/4/Exty./126/2024-25]
Footnotes:
1. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 was published in the Gazette of India on September 11, 2018, vide notification No. SEBI/LAD-NRO/GN/2018/31.
2. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 was subsequently amended on –
(a) December 31, 2018 by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2018, vide notification No. SEBI/LAD-NRO/GN/ 2018/57.
(b) March 29, 2019 by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2019, vide notification No. SEBI/LAD-NRO/GN/ 2019/05.
(c) April 5, 2019 by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2019, vide notification No. SEBI/LAD-NRO/GN/2019/08.
(d) July 29, 2019 by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2019, vide notification No. SEBI/LAD-NRO/GN/2019/29.
(e) September 23, 2019 by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2019, vide notification No. SEBI/LAD-NRO/GN/2019/35.
(f) December 06, 2019 by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Fifth Amendment) Regulations, 2019, vide notification No. SEBI/LAD-NRO/GN/2019/42.
(g) December 26, 2019 by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Sixth Amendment) Regulations, 2019, vide notification No. SEBI/LAD-NRO/GN/2019/47.
(h) January 01, 2020 by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Seventh Amendment) Regulations, 2019, vide notification No. SEBI/LAD-NRO/GN/2020/01.
(i) April 17, 2020 by the Securities and Exchange Board of India (Regulatory Sandbox) (Amendment) Regulations, 2020 vide notification No. SEBI/LAD-NRO/GN/2020/10.
(j) May 08, 2020 by the Securities and Exchange Board of India (Payment of Fees) (Amendment) Regulations, 2020, vide notification No. SEBI/LAD-NRO/GN/2020/11.
(k) June 16, 2020 by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2020, vide notification No. SEBI/LAD-NRO/GN/2020/17.
(l) June 22, 2020 by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2020, vide notification No. SEBI/LAD-NRO/GN/2020/18.
(m) July 1, 2020 by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2020, vide notification No. SEBI/LAD-NRO/GN/2020/21.
(n) September 28, 2020 by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2020, vide notification No. SEBI/LAD-NRO/GN/2020/31.
(o) January 8, 2021 by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2021, vide notification No. SEBI/LAD-NRO/GN/2021/03.
(p) May 5, 2021 by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2021, vide notification No. SEBI/LAD-NRO/GN/2021/18.
(q) August 3, 2021 by the Securities and Exchange Board of India (Regulatory Sandbox) (Amendment) Regulations, 2021, vide notification No. SEBI/LAD-NRO/GN/2021/30.
(r) August 13, 2021 by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2021, vide notification No. SEBI/LAD-NRO/GN/2021/45.
(s) October 26, 2021 by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2021, vide notification No. SEBI/LAD-NRO/GN/2021/52.
(t) January 14, 2022 by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022, vide notification No. SEBI/LAD-NRO/GN/ 2022/ 63.
(u) April 27, 2022 by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2022 vide notification No. SEBI/LAD-NRO/GN/2022/82.
(v) July 25, 2022 by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2022 vide notification No. SEBI/LAD-NRO/GN/ 2022/90.
(w) November 21, 2022 by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2022 vide notification No. SEBI/LAD-NRO/GN/2022/107.
(x) January 13, 2023 by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2023 vide notification No. SEBI/LAD-NRO/GN/ 2023/114.
(y) February 7, 2023 by the Securities and Exchange Board of India (Payment of Fees and Mode of Payment) (Amendment) Regulations, 2023 vide notification No. SEBI/LAD-NRO/GN/2023/121.
(z) May 23, 2023 by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2023 vide notification No. SEBI/LAD-NRO/GN/2023/130.
(aa) December 21, 2023 by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2023 vide notification No. SEBI/LAD-NRO/GN/2023/162.
