Securities and Exchange Board of India (SEBI) has issued an updated Master Circular on November 11, 2024, consolidating all circulars related to the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (ICDR Regulations) up to September 30, 2024. This updated circular supersedes the previous version dated June 21, 2023, and provides a comprehensive chapter-wise framework for stakeholders, ensuring streamlined compliance with the ICDR Regulations. The updated Master Circular rescinds prior circulars listed in its appendix, while preserving actions and obligations undertaken under those circulars. Provisions ensure continuity for ongoing applications, penalties, and legal proceedings related to earlier circulars. SEBI has directed stock exchanges, depositories, and listed entities to implement necessary systems, infrastructure, and compliance measures in line with this circular. Recognized exchanges and depositories must notify stakeholders and update their rules and bidding portals accordingly. This Master Circular is accessible on SEBI’s official website for reference.
Securities and Exchange Board of India
Master Circular No. SEBI/HO/CFD/PoD-1/P/CIR/2024/0154 Dated: November 11, 2024
To
Registered Merchant Bankers
Recognized Stock Exchanges
Depositories and Registered Depository Participants
Registered Registrars to an Issue and Share Transfer agents
Registered Stock Brokers
Registered Credit Rating Agencies
Bankers to an Issue (Self-Certified Syndicate Banks)
Sponsor Banks
All Listed Entities/ Proposed to be listed Entities
National Payment Corporation of India (NPCI)
Dear Sir / Madam,
Subject: Master Circular for Issue of Capital and Disclosure Requirements
1. The Securities and Exchange Board of India (“SEBI” or “the Board”) has been, from time to time, issuing various circulars/directions under the relevant provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“ICDR Regulations”). In order to enable the stakeholders to have access to all such circulars at one place, SEBI had issued a Master Circular dated June 21, 2023 by consolidating all relevant circulars issued till June 21, 2023.
2. Subsequently, SEBI had issued new circulars on provisions relating to the ICDR Regulations. In view of the same, the Master Circular dated June 21, 2023 has been updated to include all relevant circulars that were issued on / before September 30, 2024. The instant master circular supersedes the Master Circular dated June 21, 2023 for ICDR Regulations.
3. The Master Circular provides a chapter-wise framework for compliance with various obligations under the ICDR Regulations. For ease of reference, each chapter of this circular contains footnotes corresponding to the respective circulars.
4. With the issuance of this Master Circular, all directions/instructions contained in the circulars listed out in the Appendix to this Master Circular shall stand rescinded to the extent they relate to ICDR Regulations.
5. Notwithstanding such rescission, –
(a) 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;
(b) 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; and
(c) the previous operation of the rescinded circulars or anything duly done or suffered thereunder, any right, privilege, obligation or liability acquired, accrued or incurred under the rescinded circulars, any penalty, incurred in respect of any violation committed against the rescinded circulars, or any investigation, legal proceeding or remedy in respect of any such right, privilege, obligation, liability, penalty as aforesaid, shall remain unaffected as if the rescinded circulars have never been rescinded.
6. The Recognized Stock Exchanges and Depositories are directed to
(a) bring the contents of this circular to the notice of the all the stakeholders;
(b) put in place necessary systems and infrastructure for monitoring and implementation of this circular;
(c) make consequential changes, if any, to their respective bye-laws, rules and regulations and bidding portal.
7. All listed entities/ proposed to be listed entities are directed to comply, wherever applicable, with the conditions laid down in this circular.
8. 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.
9. This Master Circular is available on the website of SEBI at www.sebi.gov.in.
Yours faithfully,
Yogita Jadhav
General Manager
Division of Policy and Development
Corporation Finance Department
Phone + 91-022-26449583
Email: [email protected]
