The Securities and Exchange Board of India (SEBI) has issued an updated Master Circular on November 11, 2024, consolidating all circulars related to the SEBI (Capital Matter and Disclosure Requirements) Regulations, 2018 (ICDR Regulations) up to 30 September 2024. This updated circular replaces 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 main circular cancels the previous circulars listed in its annex, while preserving the actions and obligations taken under those circulars. The provisions ensure the continuity of ongoing requests, sanctions and legal proceedings related to previous circulars. SEBI has directed stock exchanges, depositories and listed entities to implement necessary systems, infrastructure and compliance measures in accordance with this circular. Recognized exchanges and depositories must inform stakeholders and update their rules and auction portals accordingly. This master circular is available on the official website of SEBI for reference.

Securities and Exchange Board of India

Main circular no. SEBI/HO/CFD/PoD-1/P/CIR/2024/0154 Dated: November 11, 2024

HAS
Registered merchant bankers
Recognized scholarships
Registered Depositories and Depository Participants
Registrar agents registered with a share issue and transfer agent
Registered Stock Brokers
Registered rating agencies
One Problem Bankers (Self-Certified Syndicated Banks)
Sponsor banks
All listed entities/entities proposed for listing
National Payments Corporation of India (NPCI)

Dear Sir/Madam,

Subject: Main circular relating to the issuance of capital and information requirements

1. The Securities and Exchange Board of India (“SEBI” Or “the Council”) has issued, from time to time, various circulars/directions under the relevant provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“ICDR Regulation”). In order to enable stakeholders to have access to all these circulars at one place, SEBI had issued a master circular dated June 21, 2023 by consolidating all the relevant circulars issued up to June 21, 2023.

2. Subsequently, SEBI issued further circulars on the provisions relating to the ICDR Regulations. With this in mind, the main circular dated June 21, 2023 has been updated to include all relevant circulars that were issued on or before September 30, 2024. This main circular replaces the main 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 in the Annexure to this Master Circular shall be canceled insofar as they relate to the ICDR Regulations.

5. Notwithstanding this termination, –

(a) anything done or action taken or purported to have been done or taken under the canceled circulars, prior to such cancellation, shall be deemed to have been done or taken under the corresponding provisions of this main circular;

(b) any application made to the Council under the canceled circulars, before such cancellation, and pending before this, shall be deemed to have been made under the corresponding provisions of this Master Circular; And

(c) the previous application of the canceled circulars or anything duly done or suffered thereunder, any right, privilege, obligation or liability acquired, accrued or incurred under the canceled circulars, any penalty incurred under with respect to any violation committed against the canceled circulars, or any investigation, legal proceeding or appeal with respect to the foregoing rights, privileges, obligations, liabilities or penalties, shall not be affected as if the canceled circulars had never been canceled.

6. Recognized stock exchanges and depositories are invited to

(a) bring the content of this circular to the attention of all stakeholders;

(b) put in place the systems and infrastructure necessary for the monitoring and implementation of this circular;

(c) make consequential amendments, if any, to their respective statutes, rules and regulations and their tender portal.

7. All listed entities/entities proposed for listing are required to comply, where applicable, with the conditions set out in this circular.

8. This principal 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 SEBI website at www.sebi.gov.in.

Yours faithfully,

Yogita Jadhav
General manager
Policy and Development Division
Corporate Finance Department
Phone +91-022-26449583
E-mail: (email protected)