Securities and Exchange Board of India
CIRCULAR
SEBI/HO/CFD/SSEP/CIR/P/2022/14
February 04, 2022
To
All Recognized Stock Exchanges (except Commodity Exchanges)
All Recognized Depositories
Issuer Companies
Merchant Bankers and Brokers registered with SEBI
Registrars to an Issue
Dear Sir / Madam,
Sub: Disclosures in the abridged prospectus and front cover page of the offer document
I. Disclosures in the Abridged Prospectus
1. Section 2(1) of the Companies Act, 2013 (“Companies Act”) defines an abridged prospectus as a memorandum containing such salient features of a prospectus as may be specified by the Securities and Exchange Board India by making regulations in this behalf.
2. In terms of Regulation 34(1) SEBI (Issue of Capital and Disclosure Requirements), 2018 (“ICDR Regulations”), abridged prospectus shall contain the disclosures as specified in Annexure I of Part E of Schedule VI of ICDR Regulations.
3. Further, Section 33(1) of the Companies Act stipulates that that every application form for the purchase of any securities of a company shall be accompanied by an abridged prospectus.
4. In order to further simplify, provide greater clarity and consistency in the disclosures across various documents and to provide additional but critical information in the abridged prospectus, the format for disclosures in the abridged prospectus has been revised and is placed at Annexure A of this Circular.
II. Disclosures in the front cover page of the offer document
1. Clause 1(a) of Part A – Schedule VI of the ICDR Regulations, specifies information to be disclosed on the front outside cover page of offer document.
2. Upon review of the aforesaid disclosure requirement, it was felt that due to the multitude of information which is required to be disclosed, the look and text on the front page appears to be crowded.
3. In connection to above, it may be noted that the amendments to Part A of Schedule VI including the disclosure requirements for front outside cover page were notified in the Official Gazette on Jan 14, 2022.
4. With regard to above, a format for disclosure on front outside cover page shall be as per the format placed at Annexure B of this Circular.
III. General Instructions
1. Applicability of this Circular: This Circular shall be applicable for all issues opening after the date of this Circular. While the disclosures in the abridged prospectus shall be as per Annexure A of this Circular instead of Annexure I of Part E of Schedule VI of ICDR Regulations, the disclosure on front outside cover page shall be as per Annexure B of this Circular.
2. A copy of the abridged prospectus shall be made available on the website of issuer company, lead managers, registrar to an issuers and a link for downloading abridged prospectus shall be provided in price band advertisement.
3. The Issuer Company / Merchant Bankers (MBs) shall ensure that the disclosures in the abridged prospectus are adequate, accurate and does not contain any misleading or misstatement.
4. Furthermore, the Issuer Company/MBs shall ensure that the qualitative statements in the abridged prospectus shall be substantiated with Key Performance Indicators (KPIs) and other quantitative factors. Also, no qualitative statement shall be made which cannot be substantiated with KPIs.
5. Further, the issuer company/ MBs shall insert a Quick Response (QR) code on the front page of the documents such as front outside cover page, abridged prospectus, price band advertisement, etc. as deemed fit by them. The scan of QR code shall lead to downloading of prospectus, abridged prospectus and price band advertisement as applicable.
6. The recognized stock exchanges are directed to bring the provisions of this circular to the notice of the listed companies and also to disseminate the same on their website.
7. This circular is issued in exercise of powers conferred by Section 11(1) of the Securities and Exchange Board of India Act, 1992 and Regulation 299 read with Regulation 34(1) and 131(1) of ICDR Regulations to protect the interests of investors in securities and to promote the development of, and to regulate the securities market.
8. A copy of this circular is available on SEBI website at sebi.gov.in under the categories
“Legal Framework/Circulars”.
Yours faithfully,
Yogita Jadhav
General Manager
Corporation Finance Department
+91 22 2644 9583
Email – [email protected]
