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Sr.No Regulation Old Provision New Provision
SEBI (ICDR) REGULATION 2018
1 Regulation 3 Clause b: Clause b:
Applicability a rights issue by a listed issuer; a rights issue by a listed issuer;
where the aggregate value of the where the aggregate value of the issue
SEBI (ICDR) (4th issue is ten crore rupees or more; is fifty crore rupees or more;
Amendment) 2020
w.e.f. 28.09.2020 Proviso: Proviso:
Provided that in case of rights issue Provided that in case of rights issue of size
of size less than ten crores rupees, less than fifty crores rupees, the issuer
the issuer shall prepare the letter of shall prepare the letter of offer in
offer in accordance with accordance with requirements as
requirements as specified in these specified in these regulations and file
regulations and file the same with the same with the Board for information
the Board for information and and dissemination on the Board’s website.
dissemination on the Board’s
website.
2 Regulation 60 Unless otherwise provided in this Unless otherwise provided in this Chapter,
Reference Date Chapter, an issuer offering specified an issuer offering specified securities of
securities of aggregate value of ten aggregate value of fifty crores rupees or
th
SEBI (ICDR) (4 crores rupees or more, through a more, through a rights issue shall
Amendment) 2020 rights issue shall satisfy the satisfy the conditions of this Chapter at
w.e.f. 28.09.2020 conditions of this Chapter at the the time of filing the draft letter of offer
time of filing the draft letter of offer with the Board and also at the time of
with the Board and also at the time filing the final letter of offer with the stock
of filing the final letter of offer with exchanges, as the case may be
the stock exchanges, as the case
may be
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3 Regulation 61 An issuer shall not be eligible to An issuer shall not be eligible to make a
make a rights issue of specified rights issue of specified securities:
Entities not securities: a)if the issuer, any of its promoters,
eligible to make a a)if the issuer, any of its promoters, promoter group or directors of the issuer
rights issue promoter group or directors of the are debarred from accessing the capital
issuer are debarred from accessing market by the Board;
th
SEBI (ICDR) (4 the capital market by the Board; b)if any of the promoters or directors
Amendment) 2020 b)if any of the promoters or of the issuer is a promoter or director
w.e.f. 28.09.2020 directors of the issuer is a of any other company which is debarred
promoter or director of any other from accessing the capital market by the
company which is debarred from Board.
accessing the capital market by the c)if any of its promoters or directors is a
Board. fugitive economic offender.
c)if any of its promoters or directors
is a fugitive economic offender. Explanation: The restrictions under (a)
and (b) above will not apply to the
Explanation: The restrictions persons or entities mentioned therein
under (a) and (b) above will not who were debarred in the past by the
apply to the promoters or directors Board and the period of debarment is
of the issuer who were debarred in already over as on the date of filing of the
the past by the Board and the draft letter of offer with the Board.
period of debarment is already over
as on the date of filing of the draft
letter of offer with the Board.
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Inserted by SEBI specific project proposed to be
ICDR 4th funded from issue proceeds,
Amendment 2020 excluding the amount to be
w.e.f 28.09.2020 raised through the proposed
rights issue or through existing
identifiable internal accruals.
Renamed
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w.e.f 28.09.2020 convertible debt instruments, on
the same terms at which the
equity shares offered in the rights
issue were issued.
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of equity shares entitled and client ID, number of equity shares entitled
applied for, additional shares if any, and applied for, additional shares if
amount to be paid along with any, and the amount to be blocked
application, and particulars of with SCSB along with the application.
cheque, etc. to be drawn in favour of
the issuer‘s account. Clause (d):
omitted
Clause (d):
(d) a statement that the applications
can be directly sent by the
shareholders through registered post
together with the application monies
to the issuer's designated official at
the address given in the
advertisement
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within the promoter group.
11 Regulation 87 The rights issue shall be kept open The rights issue shall be kept open for
Period of for subscription for a minimum subscription for a minimum period of
Subscription period of fifteen days and for a fifteen days and for a maximum period of
maximum period of thirty days. thirty days and no withdrawal of
Words added application shall be permitted after the
w.e.f. 28.09.2020 issue closing date.
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ISSUE determined by regulation 164 or
regulation 164B, as opted for.
(REGULATION
164B) (2) The price of the equity shares to be
allotted pursuant to the preferential issue
Inserted w.e.f shall not be less than the higher of the
01.07.2020 following:
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of allotment by preferential issue
made between July 01, 2020 or
from the date of notification of this
regulation, whichever is later and
December 31, 2020.
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available; (f)such other purposes as may be specified
(f)such other purposes as may be by the stock exchange(s).
specified by the stock exchange(s).
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assets; side letters, accelerated payment clause,
etc.
(d) a half-yearly certificate regarding
maintenance of hundred percent. Clause (d) Substituted:
asset cover in respect of listed non-
(d) a half-yearly certificate regarding
convertible debt securities, by either
maintenance of hundred percent asset
a practicing company secretary or a cover or asset cover as per the terms of
practicing chartered accountant, offer document/ Information
along with the half yearly financialMemorandum and/or Debenture Trust
results: Deed, including compliance with all the
covenants, in respect of listed non-
Provided that submission of such convertible debt securities, by the
half yearly certificates is not statutory auditor, along with the half-
applicable in cases where a listed yearly financial results:
entity is a bank or non-banking
financial companies registered with Provided that the submission of half
Reserve Bank of India or where yearly certificate is not applicable
bonds are secured by a where bonds are secured by a Government
Government guarantee. guarantee.
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19 Regulation 15 (2) The trust deed shall contain such (2) Every debenture trustee shall
Trust Deed clauses as may be prescribed under amongst other matters, accept the
section 117A of the Companies Act, trust deeds which shall contain the
Sub Regulation 2 1956 and those mentioned in matters as prescribed under section 71 of
substituted w.e.f Schedule IV of the Securities and Companies Act, 2013 and Form No. SH.12
08.10.2020 Exchange Board of India of the Companies (Share Capital and
(Debenture Trustees) Regulations, Debentures) Rules, 2014. Such trust deed
1993. shall consist of two parts:
a.Part A containing statutory/standard
information pertaining to the debt issue.
b.Part B containing details specific to the
particular debt issue.
20 Regulation 18 (2) Where the issuer desires to roll- (2) Where the issuer desires to roll-over
Redemption & Roll over the debt securities issued by it, the debt securities issued by it, it shall do
Over it shall do so only upon passing of a so only upon passing of a special
special resolution of holders of such resolution of holders of such securities
securities and give Twenty one days’ and give fifteen days’ notice of the
notice of the proposed roll over to proposed roll over to them.
them.
Sub Regulation 7
inserted w.e.f
8.10.2020
SEBI MUTUAL FUNDS REGULATIONS 1996
23 Code of Conduct has been split into PART A: For the Asset Management Company and Trustees
(Same)
& PART B: For the Fund Managers and Dealers (Inserted New)
Link:https://www.sebi.gov.in/web/?file=https://www.sebi.gov.in/sebi_data/attachdocs/nov-
2020/1604643957576.pdf#page=1&zoom=page-width,-16,792
There are minor amendments in SEBI Mutual Funds regulations but they are not important hence,
not covered in these notes.
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SEBI PROHITIBITION OF INSIDER TRADING REGULATIONS 2015
24 Regulation 3 (5) The board of directors shall Sub regulation 5 substituted w.e.f
Communication or ensure that a structured digital 17.07.2020:
procurement of database is maintained containing (5) The board of directors or head(s) of
unpublished price the names of such persons or the organisation of every person
sensitive entities as the case may be with required to handle unpublished price
information whom information is shared under sensitive information shall ensure that
this regulation along with the a structured digital database is
Permanent Account Number or any maintained containing the nature of
other identifier authorized by law unpublished price sensitive information
where Permanent Account Number and the names of such persons who
is not available. Such databases have shared the information and also
shall be maintained with adequate the names of such persons with whom
internal controls and checks such information is shared under this
as time stamping and audit trails to regulation along with the Permanent
ensure non-tampering of the Account Number or any other identifier
database. authorized by law where Permanent
Account Number is not available. Such
database shall not be outsourced and
shall be maintained internally with
adequate internal controls and checks
such as time stamping and audit trails
to ensure non-tampering of the
database.
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required to handle unpublished price
sensitive information shall ensure that
the structured digital database is
preserved for a period of not less than
eight years after completion of the
relevant transactions and in the event
of receipt of any information from the
Board regarding any investigation or
enforcement proceedings, the relevant
information in the structured digital
database shall be preserved till the
completion of such proceedings.
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Investment Fund:
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consent of at least seventy five percent of
the investors by value of their investment
in the Alternative Investment Fund or
scheme.
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(b)the happening of any event, which least one-tenth of the debenture
constitutes a default or which in the holders in value for the time being
opinion of the debenture trustees outstanding;
affects the interest of the debenture
holders (b)the happening of any event, which
constitutes a default or breach of
covenants (as specified in the Offer
Document/Information Memorandum
and/or debenture trust deed) or which in
the opinion of the debenture trustees
affects the interest of the debenture
holders.
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as may be specified by the Board from
time to time, the debenture trustee, on
behalf of the debenture holders, may
enter into inter-creditor agreements
provided under the framework specified
by the Reserve Bank of India
Link: https://www.sebi.gov.in/legal/regulations/jul-2020/securities-and-exchange-board-of-india-
substantial-acquisition-of-shares-and-takeovers-third-amendment-regulations-2020_46990.html
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