Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009

Chapter: I
PRELIMINARY
Regulation 1	:	Short title and commencement
Regulation 2	:	Definitions
Regulation 3	:	Applicability of the regulations
Chapter: II
COMMON CONDITIONS FOR PUBLIC ISSUES AND RIGHTS ISSUES
Regulation 4	:	General conditions
Regulation 5	:	Appointment of merchant banker and other intermediaries
Regulation 6	:	Filing of offer document
Regulation 7	:	Security Deposit
Regulation 8	:	Documents to be submitted before opening of the issue
Regulation 9	:	Draft offer document to be made public.
Regulation 10	:	Fast Track Issue
Regulation 11	:	Opening of an issue
Regulation 12	:	Dispatch of issue material
Regulation 13	:	Underwriting
Regulation 14	:	Minimum subscription
Regulation 15	:	Oversubscription.
Regulation 16	:	Monitoring agency
Regulation 17	:	Manner of calls
Regulation 18	:	Allotment, refund and payment of interest.
Regulation 19	:	Restriction on further capital issues
Regulation 20	:	Additional requirements for issue of convertible debt instruments
Regulation 21	:	Roll over of non convertible portion of partly convertible debt instruments
Regulation 22	:	Conversion of optionally convertible debt instruments into equity share capital
Regulation 23	:	Issue of convertible debt instruments for financing
Regulation 24	:	Alteration of rights of holders of specified securities
Chapter: III
PROVISIONS AS TO PUBLIC ISSUE
Part: I
ELIGIBILITY REQUIREMENTS
Regulation 25	:	Reference date
Regulation 26	:	Conditions for initial public offer
Regulation 27	:	Conditions for further public offer
Part: II
PRICING IN PUBLIC ISSUE
Regulation 28	:	Pricing
Regulation 29	:	Differential pricing
Regulation 30	:	Price and price band
Regulation 31	:	Face value of equity shares
Part: III
PROMOTERS’ CONTRIBUTION
Regulation 32	:	Minimum promoters’ contribution
Regulation 33	:	Securities ineligible for minimum promoters’ contribution
Regulation 34	:	Requirement of minimum promoters’ contribution not applicable in certain cases
Part: IV
RESTRICTION ON TRANSFERABILITY (LOCK-IN) OF PROMOTERS’ CONTRIBUTION, ETC.
Regulation 35	:	Date of commencement of lock in and inscription of non-transferability
Regulation 36	:	Lock-in of specified securities held by promoters
Regulation 37	:	Lock-in of specified securities held by persons other than promoters
Regulation 38	:	Lock-in of specified securities lent to stabilising agent under green shoe option.
Regulation 39	:	Pledge of locked-in specified securities.
Regulation 40	:	Transferability of locked-in specified securities.
Part: V
MINIMUM OFFER TO PUBLIC, RESERVATIONS, ETC.
Regulation 41	:	Minimum offer to public
Regulation 42	:	Reservation on competitive basis
Regulation 43	:	Allocation in net offer to public
Regulation 44	:	Safety-net arrangement
Regulation 45	:	Price stabilisation through green shoe option.
Regulation 46	:	Period of subscription.
Regulation 47	:	Pre-issue advertisement for public issue.
Regulation 48	:	Issue opening and issue closing advertisement for public issue.
Regulation 49	:	Minimum application value.
Regulation 50	:	Allotment procedure and basis of allotment.
Regulation 51	:	Utilisation of subscription money.
Regulation 51A	:	Annual Updation of Offer Document
Chapter: IV
RIGHTS ISSUE
Regulation 52	:	Record Date
Regulation 53	:	Restriction on rights issue
Regulation 54	:	Letter of offer, abridged letter of offer, pricing and period of subscription.
Regulation 55	:	Pre-Issue Advertisement for rights issue.
Regulation 55A	:	Reservation for employees alongwith rights issue.
Regulation 56	:	Utilisation of funds raised in rights issue
Chapter: V
MANNER OF DISCLOSURES IN THE OFFER DOCUMENTS
Regulation 57	:	Manner of disclosures in the offer document
Regulation 58	:	Abridged prospectus, abridged letter of offer and ASBA.
Chapter: VI
GENERAL OBLIGATIONS OF ISSUER AND INTERMEDIARIES WITH RESPECT TO PUBLIC ISSUE AND RIGHTS ISSUE
Regulation 59	:	Prohibition on payment of incentives
Regulation 60	:	Public communications, publicity materials, advertisements and research reports.
Regulation 61	:	Copies of offer documents to be available to public.
Regulation 62	:	Redressal of investor grievances.
Regulation 63	:	Appointment of Compliance Officer
Regulation 64	:	Due diligence
Regulation 65	:	Post- issue reports
Regulation 66	:	Post-issue Advertisements
Regulation 67	:	Co-ordination with Intermediaries
Regulation 68	:	Audited financial statements in the offer document.
Regulation 69	:	Other responsibilities.
Chapter: VI-A
CONDITIONS AND MANNER OF PROVIDING EXIT OPPORTUNITY TO DISSENTING SHAREHOLDERS
Regulation 69A	:	Applicability
Regulation 69B	:	Definitions
Regulation 69C	:	Conditions for exit offer
Regulation 69D	:	Eligibility of shareholders for availing the exit offer
Regulation 69E	:	Exit offer price
Regulation 69F	:	Manner of providing exit to dissenting shareholders.
Regulation 69G	:	Offer not to exceed maximum permissible non-public shareholding.
Chapter: VII
PREFERENTIAL ISSUE
Regulation 70	:	Chapter VII not to apply in certain cases
Regulation 71	:	Relevant date
Regulation 71A	:	Frequently traded shares
Regulation 72	:	Conditions for preferential issue.
Regulation 73	:	Disclosures
Regulation 74	:	Allotment pursuant to special resolution.
Regulation 75	:	Tenure of convertible securities.
Regulation 76	:	Pricing of equity shares - Frequently traded shares
Regulation 76A	:	Pricing of equity shares – Infrequently traded shares
Regulation 76B	:	Adjustments in pricing - Frequently or Infrequently traded shares
Regulation 77	:	Payment of consideration
Regulation 78	:	Lock-in of specified securities
Regulation 79	:	Transferability of locked-in specified securities and warrants issued on preferential basis
Chapter: VIII
QUALIFIED INSTITUTIONS PLACEMENT
Regulation 80	:	Applicability
Regulation 81	:	Definitions
Regulation 82	:	Conditions for qualified institutions placement
Regulation 83	:	Appointment of merchant banker
Regulation 84	:	Placement Document
Regulation 85	:	Pricing
Regulation 86	:	Restrictions on allotment
Regulation 87	:	Minimum number of allottees.
Regulation 88	:	Validity of the special resolution.
Regulation 89	:	Restrictions on amount raised
Regulation 90	:	Tenure
Regulation 91	:	Transferability of eligible securities
Chapter: VIII-A
INSTITUTIONAL PLACEMENT PROGRAMME
Regulation 91A	:	Applicability
Regulation 91B	:	Definitions
Regulation 91C	:	Conditions for institutional placement programme
Regulation 91D	:	Appointment of merchant banker
Regulation 91E	:	Offer Document
Regulation 91F	:	Pricing and allocation/allotment
Regulation 91H	:	Minimum number of allottees
Regulation 91J	:	Period of Subscription and display of demand
Regulation 91K	:	Withdrawal of offer
Regulation 91L	:	Transferability of eligible securities.
Regulation 91G	:	Restrictions
Regulation 91I	:	Restrictions on size of the offer
Chapter: IX
BONUS ISSUE
Regulation 92	:	Conditions for bonus issue
Regulation 93	:	Restriction on bonus issue
Regulation 94	:	Bonus shares only against reserves, etc. if capitalised in cash.
Regulation 95	:	Completion of bonus issue.
Chapter: X
ISSUE OF INDIAN DEPOSITORY RECEIPTS
Regulation 96	:	Applicability
Regulation 97	:	Eligibility.
Regulation 98	:	Conditions for issue of IDR.
Regulation 99	:	Minimum subscription
Regulation 100	:	Fungibility
Regulation 101	:	Filing of draft prospectus, due diligence certificates, payment of fees and issue advertisement for IDR.
Regulation 101A	:	Agreements with other intermediaries and others
Regulation 102	:	Display of bid data and issue of allotment letter
Regulation 103	:	Disclosures in prospectus and abridged prospectus.
Regulation 104	:	Post-issue reports
Regulation 105	:	Undersubscribed issue
Regulation 106	:	Finalisation of basis of allotment.
Chapter: XA
RIGHTS ISSUE OF INDIAN DEPOSITORY RECEIPTS
Regulation 106A	:	Applicability
Regulation 106B	:	Eligibility
Regulation 106C	:	Renunciation by an IDR holder
Regulation 106D	:	Depository
Regulation 106E	:	Record Date
Regulation 106F	:	Disclosures in the offer document and the addendum for the rights offering
Regulation 106G	:	Filing of draft offer document and the addendum for rights offering
Regulation 106H	:	Fast track issue
Regulation 106I	:	Dispatch of abridged letter of offer and application form
Regulation 106J	:	Period of subscription and issue of allotment letter
Regulation 106K	:	Pre-Issue Advertisement for rights issue
Regulation 106L	:	Utilisation of funds raised in rights issue
Chapter: XB
ISSUE OF SPECIFIED SECURITIES BY SMALL AND MEDIUM ENTERPRISES
Regulation 106M	:	Applicability
Regulation 106N	:	Definitions
Regulation 106O	:	Filing of offer document and due diligence certificate
Regulation 106P	:	Underwriting by merchant bankers and underwriters
Regulation 106Q	:	Minimum Application Value
Regulation 106R	:	Minimum Number of Allottees
Regulation 106S	:	Listing of specified securities
Regulation 106T	:	Migration to SME exchange
Regulation 106U	:	Migration to Main Board
Regulation 106V	:	Market Making
Chapter: XC
LISTING ON INSTITUTIONAL TRADING PLATFORM
Regulation 106W	:	Applicability
Regulation 106X	:	Definitions
Regulation 106Y	:	Eligibility
Regulation 106Z	:	Listing without public issue
Regulation 106ZA	:	Listing pursuant to public issue
Regulation 106ZB	:	Lock-in
Regulation 106ZC	:	Trading lot
Regulation 106ZD	:	Exit of entities listed without making a public issue
Regulation 106ZE	:	Migration to main board
Regulation 106ZF	:	Repeal and saving
Chapter: XI
LISTING OF SECURITIES ON STOCK EXCHANGES
Regulation 107	:	In-principle approval of recognized stock exchange(s)
Regulation 108	:	Application for Listing
Regulation 109	:	Listing Agreement
Regulation 110	:	Obligation of stock exchange(s).
Chapter: XII
MISCELLANEOUS
Regulation 111	:	Directions by the Board
Regulation 111A	:	Liability for contravention of the Act, rules or the regulations
Regulation 111A	:	Liability for contravention of the Act, rules or the regulations
Regulation 111B	:	Failure to pay fine
Regulation 112	:	Power to remove difficulty
Regulation 113	:	Power to relax strict enforcement of the regulations
Regulation 114	:	Amendments to other regulations
Regulation 115	:	Repeal and Savings
SCHEDULE
SCHEDULE - 01	:	INTER-SE ALLOCATION OF RESPONSIBILITIES
SCHEDULE - 02	:	FORMAT OF AGREEMENT BETWEEN LEAD MERCHANT BANKERS TO THE ISSUE AND ISSUER/ISSUING COMPANY
SCHEDULE - 03	:	MANDATORY COLLECTION CENTRES
SCHEDULE - 04	:	FEES TO BE PAID ALONG WITH OFFER DOCUMENT
SCHEDULE - 05	:	MANNER OF SUBMISSION OF SOFT COPY OF DRAFT OFFER DOCUMENT AND OFFER DOCUMENT TO THE BOARD
SCHEDULE - 06	:	FORMATS OF DUE DILIGENCE CERTIFICATES
SCHEDULE - 07	:	NATURE OF UPDATION/CHANGES IN THE OFFER DOCUMENT AND CONSEQUENT STEPS THEREIN REQUIRING FILING OF UPDATED OFFER DOCUMENT
SCHEDULE - 08	:	DISCLOSURES IN OFFER DOCUMENT, ABRIDGED PROSPECTUS AND ABRIDGED LETTER OF OFFER
SCHEDULE - 09	:	FORMAT OF REPORT TO BE SUBMITTED BY MONITORING AGENCY
SCHEDULE - 10	:	FACILITIES OR SERVICES INCLUDED IN THE TERM “INFRASTRUCTURE SECTOR
SCHEDULE - 11	:	BOOK BUILDING PROCESS
SCHEDULE - 12	:	FORMAT OF REPORT FOR GREEN SHOE OPTION
SCHEDULE - 13	:	FORMATS OF ADVERTISEMENTS FOR PUBLIC ISSUE
SCHEDULE - 14	:	ILLUSTRATION EXPLAINING MINIMUM APPLICATION SIZE
SCHEDULE - 15	:	ILLUSTRATION EXPLAINING PROCEDURE OF ALLOTMENT
SCHEDULE - 16	:	FORMATS OF POST ISSUE REPORTS
SCHEDULE - 17	:	FORMAT OF UNDERWRITING DEVOLVEMENT STATEMENT
SCHEDULE - 18	:	DISCLOSURES IN PLACEMENT DOCUMENT
SCHEDULE - 19	:	DISCLOSURES IN PROSPECTUS AND ABRIDGED PROSPECTUS FOR ISSUE OF INDIAN DEPOSITORY RECEIPTS
SCHEDULE - 19A	:	Omitted
SCHEDULE - 20	:	AMENDMENTS TO OTHER REGULATIONS
SCHEDULE - 21	:	DISCLOSURES IN THE ADDENDUM TO THE OFFER DOCUMENT FOR RIGHTS ISSUE OF INDIAN DEPOSITORY RECEIPTS