Executive Summary:
This circular introduces an online filing system via the SEBI Intermediary (SI) Portal for reports required under Regulation 107 of SEBI's Takeover Regulations concerning acquisitions and voting rights. Initially, the online system will be used for reports related to exemptions under Regulations 10(1)(a)(i) and 10(1)(a)(ii). Simultaneous filing via email and the SI Portal is permitted until May 14, 2025, after which only online filing will be accepted.
Key Points / Main Content:
Online Filing System Implementation:
* An online system for filing reports under Regulation 107 of SEBI's Takeover Regulations is being introduced via the SEBI Intermediary (SI) Portal (https:siportal.sebi.gov.in).
* Initially, the online system will apply to reports concerning exemptions under Regulations 10(1)(a)(i) and 10(1)(a)(ii).
* Reports for other exemptions under Regulation 10 will continue to be filed via email.
Transition Period:
* Dual filing (both via email and the SI Portal) for reports under Regulations 10(1)(a)(i) and 10(1)(a)(ii) is permitted from the date of the circular's issuance until May 14, 2025.
* Effective May 15, 2025, only online filing through the SI Portal will be accepted for these reports.
Fees and Payment:
* Fee payments for reports under Regulations 10(1)(a)(i) and 10(1)(a)(ii) must be made through the SI Portal from the date of the circular.
* The existing fee payment link on the SEBI website (https:eservices.sebi.gov.inpaymentmodule) will no longer be available for these reports.
Contact Information:
* For queries or clarifications, contact the Portal Helpline at 912226449364 or portalhelpsebi.gov.in.
Impact Analysis:
Listed Entities and Acquirers:
* Impact: Required to use the new online filing system for specific reports under Regulation 107. Must adapt to the new filing process and payment method.
* Action Required: Register on and familiarize themselves with the SI Portal. File reports under Regulations 10(1)(a)(i) and 10(1)(a)(ii) through both email and the SI Portal until May 14, 2025. Ensure all filings and fee payments are exclusively through the SI Portal from May 15, 2025.
Recognized Stock Exchanges:
* Impact: Need to be aware of the change in filing procedures for reports submitted by listed entities and acquirers.
* Action Required: Update internal systems and procedures to reflect the new online filing system.
SEBI:
* Impact: Will manage and oversee the new online filing system.
* Action Required: Maintain and support the SI Portal, provide guidance and address queries from stakeholders, and monitor compliance with the new filing procedures.
Key Entities Referenced
Securities and Exchange Board of India (SEBI): The regulatory body for securities markets in India, responsible for issuing this circular.
SEBI Substantial Acquisition of Shares and Takeovers Regulations, 2011: Regulations governing substantial acquisition of shares and takeovers, under which reports are filed.
Takeover Regulations: Abbreviated form of SEBI Substantial Acquisition of Shares and Takeovers Regulations, 2011.
Regulation 107: Regulation within the Takeover Regulations that specifies reporting requirements for certain acquisitions.
Regulation 10: Regulation within the Takeover Regulations providing exemptions related to acquisitions.
SEBI Intermediary Portal (SI Portal): The online system introduced by SEBI for filing reports under Regulation 107 of the Takeover Regulations.
Section 111 of the Securities and Exchange Board of India Act, 1992: The section of the SEBI Act that grants SEBI the power to issue circulars and regulations.
Srishti Ambokar: Deputy General Manager at SEBI, who signed the circular.
CIRCULAR
SEBI/HO/CFD/DCR1/CIR/P/2025/0034 March 20, 2025
To
All Listed Entities
All Recognised Stock Exchanges
Dear Sir/ Madam,
Sub.: Online Filing System for reports filed under Regulation 10(7) of SEBI
(Substantial Acquisition of Shares and Takeovers) Regulations, 2011
1. As per Regulation 10(7) of SEBI (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011 (“Takeover Regulations”), an acquirer is required
to submit a report along with supporting documents and non-refundable fee to
SEBI in respect of any acquisition of or increase in voting rights pursuant to certain
exemptions provided for in Regulation 10. Presently, these reports are submitted
through email at cfddcr@sebi.gov.in.
2. In order to facilitate ease of operations in terms of submission and processing of
these reports, it has been decided to introduce an online system for filing of these
reports through SEBI Intermediary Portal (SI Portal) at https://siportal.sebi.gov.in.
3. Accordingly, in the first phase, it has been decided to enable filing of two reports
under Regulation 10(7), in respect of exemptions provided for in Regulation
10(1)(a)(i) and Regulation 10(1)(a)(ii) of Takeover Regulations, through SI Portal.
Filing of reports in respect of other exemptions provided for in Regulation 10 shall
continue as per the existing system of filing, i.e., through email.
4. The mechanism for filing reports under Regulation 10(7) in respect of exemptions
provided for in Regulation 10(1)(a)(i) and Regulation 10(1)(a)(ii) of Takeover
Regulations shall be as follows:
4.1. Filing of reports through SI Portal in respect of exemptions provided for in
Regulation 10(1)(a)(i) and Regulation 10(1)(a)(ii) of Takeover Regulations
shall run in parallel with the existing system of filing these reports through
email;
Page 1 of 24.2. The simultaneous filing of these reports through e-mail and SI Portal shall
commence from the date of issuance of this circular and the same shall
continue till May 14, 2025;
4.3. With effect from May 15, 2025, only the online system for filing these reports
through SI Portal shall be the permissible mode for compliance with
aforesaid Regulations;
4.4. From the date of issuance of this circular, payment of fees in respect of these
two reports shall be enabled through SI Portal and the process of filing these
two reports shall be complete only upon payment of fees through SI Portal.
Accordingly, payment of fees through the link available on SEBI website
(https://eservices.sebi.gov.in/paymentmodule) shall not be available in
respect of these two reports;
4.5. In case of any queries or clarifications regarding filing of these reports or
related fees, Portal Helpline may be contacted at +9122-2644-9364 or
portalhelp@sebi.gov.in.
5. The provisions of this circular shall come into effect from the date of this circular.
6. This circular is issued in exercise of the powers conferred under Section 11(1) of
the Securities and Exchange Board of India Act, 1992 read with the
aforementioned regulations of Takeover Regulations, to protect the interests of
investors in securities and to promote the development of and to regulate the
securities market.
7. This circular is available on SEBI website at www.sebi.gov.in under the category
“Legal Circulars”.
Yours faithfully,
Srishti Ambokar
Deputy General Manager
+91-22-26449354
srishtijc@sebi.gov.in
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