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Introduction: The Securities and Exchange Board of India (SEBI) has released a draft circular seeking public comments on the proposal to introduce audiovisual (AV) representation of disclosures made in Public Issue Offer Documents. This initiative aims to enhance investor awareness and facilitate better understanding of public issues among stakeholders.

Detailed Analysis:

1. Background and Rationale:

  • Companies planning to raise capital through public issues are mandated to file Draft Red Herring Prospectus (DRHP) with SEBI and Stock Exchanges.
  • The proposed AV format seeks to complement the existing disclosure framework by providing investors with a visual representation of key information contained in DRHP and Red Herring Prospectus (RHP).
  • By offering bilingual (English and Hindi) AV representations, SEBI aims to cater to a wider audience and promote inclusivity in investor communication.

2. Guidelines for AV Content:

  • The AV content must comply with SEBI’s advertisement code and start with a disclaimer advising investors against relying on unauthorized sources for information.
  • Each bilingual version of the AV should not exceed 8 minutes in duration and must cover material disclosures related to risk factors, capital structure, business overview, financial information, litigations, and more.
  • The content should be factual, non-repetitive, and devoid of promotional elements to ensure clarity and transparency.

3. Publication and Accessibility:

  • Issuers and Lead Managers are responsible for preparing and publishing the AV within 5 working days of DRHP submission and resubmission stages.
  • The AV will be accessible through digital and social media platforms of issuers and the Association of Investment Bankers of India (AIBI).
  • Web links to the AV will be provided on Stock Exchanges’ websites and through QR codes associated with the public issue.

Conclusion: SEBI’s proposal to introduce audiovisual representations of disclosures in Public Issue Offer Documents marks a significant step towards enhancing transparency and investor education in the Indian capital market. By leveraging multimedia formats, SEBI aims to empower investors with accessible and comprehensive information, thereby promoting informed decision-making and investor protection. Stakeholders are encouraged to provide feedback on the draft circular to further refine this initiative, ultimately contributing to the development and regulation of the securities market in India.

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Securities and Exchange Board of India

DRAFT CIRCULAR FOR PUBLIC COMMENTS

Audiovisual (AV) representation of disclosures made in the Public Issue Offer Documents

Background

Companies desirous of raising capital through public issues are required to file a Draft Red Herring Prospectus (DRHP) with SEBI and Stock Exchanges. The disclosures in DRHP are appropriately updated in line with the observations issued by SEBI and Stock Exchanges and thereafter Red Herring Prospectus (RHP) is filed with SEBI and Registrar of Companies (ROC). The aforesaid disclosures enable investors in making informed decision while investing in public issues.

It is proposed that the disclosures made in the DRHP and RHP of public issues shall also be made available in Audiovisual (AV) format by the issuer companies desiring to list on the main board. Further, the AV on the public issues will be in bilingual version i.e. English and Hindi and made available in public domain. It is expected that the AV will provide ease in understanding the salient features and also provide reference to various disclosures of the proposed public issue.

Public Comments:

Draft circular on “Audiovisual (AV) representation of disclosures made in the Public Issue Offer Documents” is placed at Annexure A. The comments/ suggestions should be submitted latest by April 9, 2024, through the following link:

https://www.sebi.gov.in/sebiweb/publiccommentv2/PublicCommentAction.do?doPublicCom ments=yes

In case of any technical issue in submitting your comment through web based public comments form, you may write to consultationcfd@sebi.gov.in with the subject: “Public comments on Draft Circular – Audio visual (AV) representation of disclosures made in the public issue offer documents”.

ANNEXURE A

DRAFT CIRCULAR

SEBI/HO/CFD/TPD/CIR/P/2024/XXX

March 19, 2024

To

Recognized Stock Exchanges
Registered Merchant Bankers
Association of Investment Bankers of India

Dear Sir / Madam,

Sub: Audiovisual (AV) representation of disclosures made in the Public Issue Offer Documents

1. In order to create awareness among investors to not rely on unauthorized/unsolicited information about the public issues and based on inputs received from stakeholders, it has been decided that the disclosures made in the Draft Red Herring Prospectus (DRHP) and Red Herring Prospects (RHP) of public issues shall be made available in Audio Visual (AV) format for ease in understanding of the salient features of public issues. Such AV shall be prepared and placed in public domain by Lead Manager to the public issue on main board which shall initially be in bilingual version i.e. English and Hindi. The Hindi version shall contain the text in Devanagari script.

2. The contents in the AV shall follow the following guidelines –

2.1 It shall be in compliance with the advertisement code prescribed by SEBI under Schedule IX of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

2.2 It shall start with the following disclaimer to investors –

Investors are advised not to rely on any other document, content or information provided on the offer on the internet/online websites/social media platforms/micro-blogging platforms and by the finfluencers since the same is not approved/commissioned/paid by the company or its promoter(s)/directors/KMPs in any manner

2.3 The duration of each bilingual version of the AV shall be a maximum of 8 minutes.

2.4 The total duration of the AV shall be equitably distributed among the material disclosures made under various sections of the public issue offer document viz. risk factors, capital structure, objects of the offer, business of the issuer, financial information, litigations and material developments etc.

2.5 The content of the AV shall be factual, non-repetitive and non-promotional in nature.

2.6 The AV shall be revised with updated information at the stage of Red Herring Prospectus (RHP).

3. The AV shall be published by Issuer/Lead Manager within 5 working days both at the stage of submission and resubmission of DRHP. It shall be made available in digital/social media platforms of the Issuer and Association of Investment Bankers of India (AIBI).

4. The web link of the said AV shall be made available on the websites of Stock Exchanges and the concerned Lead Managers and shall also be accessible from the QR code pertaining to the public issue.

5. Lead Manager(s) to the public issue shall be jointly responsible for the content and information made available in the AV.

Applicability of this circular

6. The provisions of this circular shall be applicable from dd/mm/yyyy.

7. This Circular is being issued in exercise of the powers conferred under Section 11 of the Securities and Exchange Board of India Act, 1992 to protect the interests of investors in securities and to promote the development of, and to regulate the securities market.

8. This circular is available on SEBI website at www.sebi.gov.in under the category: ‘Legal → Circulars’.

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