**Summary:**
This circular, reference number SEBI/HO/CFD/DIL1/CIR/2021/0660, issued by the Securities and Exchange Board of India (SEBI) on November 23, 2021, addresses non-compliance with specific provisions of the SEBI Issue of Capital and Disclosure Requirements (ICDR) Regulations, 2018. The circular modifies a previous circular (SEBI/HO/CFD/DIL2/CIR/P/2019/94) dated August 19, 2019, which outlined fines for non-compliance.
The key modification is the insertion of paragraph 9A, which grants Stock Exchanges the authority to deviate from the circular's provisions if the interests of investors are not adversely affected. Any such deviation must be justified with documented reasons.
Stock Exchanges are instructed to inform listed entities about this circular and disseminate it on their websites.
This circular is issued under regulation 299 of ICDR Regulations and Section 11(1) of the SEBI Act, 1992, to protect investor interests, promote securities market development, and regulate the market. The circular is accessible on the SEBI website (www.sebi.gov.in) under Legal Framework/Circulars.
For further information, contact Rajesh Gujjar, General Manager, Division of Issues and Listing 1, Corporation Finance Department, at rajeshg@sebi.gov.in or +91 22 2644 9232.
Key Entities Referenced
SEBI: Securities and Exchange Board of India, the regulatory body issuing the circular.
SEBI Issue of Capital and Disclosure Requirements Regulations, 2018: Also known as ICDR Regulations, the regulations concerning capital issuance and disclosure requirements.
ICDR Regulations: An abbreviation for SEBI Issue of Capital and Disclosure Requirements Regulations, 2018.
Stock Exchanges: Recognized stock exchanges that are being addressed in the circular and are responsible for imposing fines for non-compliance.
SEBIHOCFDDIL2CIRP201994: Reference number of the SEBI Circular dated August 19, 2019, which specifies fines for noncompliance with SEBI ICDR Regulations, 2018.
August 19, 2019: Date of the earlier circular that this circular partially modifies.
Section 111 of the Sebi Act 1992: The section of the SEBI Act 1992 that confers power to SEBI to issue the circular.
Rajesh Gujjar: General Manager, Division of Issues and Listing 1, Corporation Finance Department at SEBI, who signed the circular.
CIRCULAR
SEBI/HO/CFD/DIL1/P/CIR/2021/0660 November 23, 2021
To
All the Recognized Stock Exchanges
Dear Sir/Madam,
Sub: Non-compliance with certain provisions of SEBI (Issue of Capital and
Disclosure Requirements) Regulations, 2018 (“ICDR Regulations”)
1. SEBI issued a Circular bearing reference number SEBI/HO/CFD/DIL2/CIR/P/2019/94
dated August 19, 2019, specifying the fines to be imposed by the Stock Exchanges for
non-compliance with certain provisions of SEBI (ICDR) Regulations, 2018.
2. In partial modification of August 19, 2019 circular, para 9A is inserted after para 9:
“9A. The Stock Exchanges may deviate from the provisions of the circular, wherever
the interest of the investors are not adversely affected, if found necessary, only after
recording reasons in writing.”
3. The aforesaid para shall always be construed to be the part of the original circular.
4. The Stock Exchange are advised to bring the provisions of this circular to the notice of
listed entities and also to disseminate the same on its website.
5. This circular is issued under regulation 299 of ICDR Regulations and in exercise of
power conferred under Section 11(1) of the Sebi Act 1992, to protect the interests of
investors in securities and to promote the development of, and to regulate, the securities
market.
6. This circular is available on SEBI website at www.sebi.gov.in under the categories
“Legal Framework/Circulars”.
Yours faithfully,
Rajesh Gujjar
General Manager
Division of Issues and Listing -1
Corporation Finance Department
Email - rajeshg@sebi.gov.in
+91 22 2644 9232
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