This circular, CFDDIL1CIRP20190000000154, issued by the Securities and Exchange Board of India (SEBI) on December 11, 2019, modifies existing guidelines (Circular No. CIRCFDDIL52012 dated May 3, 2012) regarding the filing of offer documents under the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.
The key change pertains to the location for filing draft offer documents. Effective from the date of this circular, draft offer documents for issues up to ₹750 crores should be filed with the relevant SEBI regional office based on the geographical location of the issuer's registered office.
The circular specifies the following regional jurisdictions and filing locations:
* **Northern Region:** (Haryana, Himachal Pradesh, Jammu and Kashmir, Punjab, Uttar Pradesh, Chandigarh, National Capital Territory of Delhi, Uttarakhand) - SEBI Northern Regional Office, New Delhi.
* **Eastern Region:** (Assam, Bihar, Manipur, Meghalaya, Nagaland, Odisha, West Bengal, Tripura, Arunachal Pradesh, Mizoram, Jharkhand, Andaman & Nicobar Islands, Sikkim) - SEBI Eastern Regional Office, Kolkata.
* **Southern Region:** (Andhra Pradesh, Telangana, Karnataka, Kerala, Tamil Nadu, Puducherry, Lakshadweep) - SEBI Southern Regional Office, Chennai.
* **Western Region:** (Gujarat, Rajasthan, Madhya Pradesh, Chhattisgarh, Dadra & Nagar Haveli, Goa, Daman & Diu, Maharashtra) - SEBI Western Regional Office, Ahmedabad.
For estimated issue sizes *greater* than ₹750 crores, all draft offer documents should continue to be filed with SEBI Head Office, SEBI Bhavan, Plot No. C4A, G Block, Bandra Kurla Complex, Bandra East, Mumbai 400051, irrespective of the issuer's location.
This circular is issued under the authority granted by Section 11 and Section 11A of the Securities and Exchange Board of India Act, 1992. The circular is available on the SEBI website (www.sebi.gov.in) under Legal Framework/Circulars.
For further information, contact Yogita Jadhav, Deputy General Manager, at yogitaj@sebi.gov.in.
Key Entities Referenced
Securities and Exchange Board of India: Regulatory body for securities market in India.
Securities and Exchange Board of India Act, 1992: Law that established the Securities and Exchange Board of India and defines its powers and functions.
Mumbai, Maharashtra: Location of the SEBI Head Office.
New Delhi, National Capital Territory of Delhi: Location of the SEBI Northern Regional Office.
Kolkata, West Bengal: Location of the SEBI Eastern Regional Office.
Chennai, Tamil Nadu: Location of the SEBI Southern Regional Office.
Ahmedabad, Gujarat: Location of the SEBI Western Regional Office.
Securities and Exchange Board of India Issue of Capital and Disclosure Requirements Regulations, 2018: Regulations governing the issuance of capital and disclosure requirements by companies.
CIRCULAR
CFD/DIL1/CIR/P/2019/0000000154 December 11, 2019
To
All Registered Merchant Bankers
Dear Sir/Madam,
Sub: Filing of Offer Documents under Securities and Exchange Board of India (Issue of
Capital and Disclosure Requirements) Regulations, 2018
1. Please refer to Circular No. CIR/CFD/DIL/5/2012 dated May 3, 2012 on the captioned
subject.
2. In partial modification of the above referred circular, it has been decided that the draft
offer documents in respect of issues of size upto ` 750 crores shall be filed with the
concerned regional office of the Board under the jurisdiction of which the registered office
of the issuer company falls. Merchant Bankers are accordingly advised to file the draft
offer documents / offer documents with the concerned office of the Board, based on the
estimated issue size as indicated below:
Sr. Region in which registered Jurisdictions Name and address of the
No. office of the issuer is located covered in this office of the Board where
region draft offer
document/offer
document is required to
be filed
Estimated issue size greater than ` 750 crores
1. All regions All jurisdictions SEBI Head Office,
SEBI Bhavan,
Plot No. C4-A, “G” Block,
Bandra Kurla Complex,
Bandra (East),
Mumbai – 400051
Page 1 of 3Estimated issue size upto `750 crores
1. Northern Region Haryana, Himachal SEBI Northern Regional
Pradesh, Jammu Office, New Delhi
and Kashmir,
Punjab, Uttar
Pradesh,
Chandigarh,
National Capital
Territory of Delhi,
Uttarakhand
2. Eastern Region Assam, Bihar, SEBI Eastern Regional
Manipur, Office, Kolkata
Meghalaya,
Nagaland, Odisha,
West Bengal,
Tripura, Arunachal
Pradesh, Mizoram,
Jharkhand,
Andaman &
Nicobar Islands
and Sikkim
3. Southern Region Andhra Pradesh, SEBI Southern Regional
Telangana Office, Chennai
Karnataka, Kerala,
Tamil Nadu,
Puducherry,
Lakshadweep
4. Western Region Gujarat, SEBI Western Regional
Rajasthan, Office, Ahmedabad
Madhya Pradesh,
Chhattisgarh,
Dadra and Nagar
Haveli, Goa and
Daman and Diu
Maharashtra SEBI Head Office, Mumbai
Page 2 of 33. The amendments made vide this circular shall come into effect for all draft offer
documents for issues which are filed with SEBI on or after the date of issuance of this
circular.
4. This circular is issued in exercise of powers conferred by Section 11 read with Section 11A
of the Securities and Exchange Board of India Act, 1992
5. A copy of this circular is available on SEBI website at www.sebi.gov.in under the categories
“Legal Framework/Circulars”.
Yours faithfully,
Yogita Jadhav
Deputy General Manager
yogitag@sebi.gov.in
Page 3 of 3