Master Circular for Issue of Capital and Disclosure Requirements - SEBI - SEBI/HO/CFD/PoD-1/P/CIR/2024/0154

MASTER CIRCULAR SEBI/HO/CFD/PoD-1/P/CIR/2024/0154 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all directions/instructions contained in the circulars listed out in the Appendix to this Master Circular shall stand rescinded to the extent they relate to ICDR Regulations . 5.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such rescission, - (a) anything done or any action taken or purported to have been done or taken under the rescinded circulars, prior to such rescission, shall be deemed to have been done or taken under the corresponding provisions of this Master Circular; (b) any application made to the Board under the rescinded circulars, prior to such rescission, and pending before it shall be deemed to have been made under the corresponding provisions of this Master Circular; and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]