SEBI Circulars Handbook

SEBI CIRCULARS HANDBOOK
A collection of circulars deemed as important for retail investors

2020-2022*
*June 2022
INDEX
S.No Title Date
1 Increasing Awareness regarding Online Mechanisms for

Investor Grievance Redressal January 05, 2022
2
Processing of ASBA applications in Public Issue of Equity Shares May 30, 2022
3 Streamlining the process of public issues and redressal of
investor grievances April 20, 2022
4 Revision of UPI limits in Public Issue of Equity Shares and
convertibles April 05, 2022
5
Reduction in unblocking/refund of application money March 31, 2021
6 Revision to Operational Circular for issuance of various listed

and unlisted debt securities March 08, 2022
7
Launch of Electronic Gold Receipts (EGR) segment February 14, 2022
8 Disclosures in the abridged prospectus and front cover page of

the offer document February 04, 2022
9 Issuance of Securities in dematerialized form in case of Investor
Service Requests January 25, 2022
10
“Saa₹thi” – SEBI’s Mobile App on Investor Education January 19, 2022
11 The Investor Charter December 02, 2021
12 Common and Simplified Norms for processing investor’s service

request by RTAs and norms for furnishing PAN, KYC details and
Nomination November 03, 2021
13
Introduction of T+1 rolling settlement on an optional basis September 07, 2021
14 Linking of PAN with Aadhaar September 03, 2021
15 SEBI eases the Know Your Client (KYC) Process by enabling

online KYC, use of Technology/ App by the registered
intermediary April 29, 2020
16 SEBI launches mobile application for lodging investor

grievances March 05, 2020
17 SEBI develops an online system for detecting misuse of clients’

securities by brokers February 13, 2020
I. Processing of ASBA applications in Public Issue of Equity Shares
About:
The full form of ASBA is Application Supported by Blocked Amount, which means that the
application made by an investor contains an authorisation to block his/ her application
money in the bank account for subscribing to an issue. Where an investor is applying
through ASBA, the application money shall be debited from the bank account only if his/
her application gets selected for allotment.
Background:
The facility of ASBA or Application Supported by Blocked Amount in Public Issues was
prescribed by the SEBI vide Circular number SEBI/CFD/DIL/ASBA/1/2009/30/12 dated 30th
December 2009 for all the categories of investors except for the Qualified Institutional
Investors (QIBs).
SEBI came out with another Circular CIR/CFD/DIL/2/2010 dated 6th April 2010, which
extended the facility of ASBA to Qualified Institutional Buyers in public issues, which opened
on or after 1st May 2010.
The facility of Unified Payment Interface (UPI) was extended as an additional payment
mechanism along with ASBA for Retail Individual Investors by SEBI vide Circular number
SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated 1st November 2018. SEBI, through another
Circular number SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated 28th June 2019, mandated that
the facility of UPI shall come into effect from 1st July 2019 for the applications made by the
Retail Individual Investors submitted through Intermediaries.
The Circular:
1. SEBI has prescribed the facility of Application Supported by Blocked Amount (ASBA)
in Public Issues for all categories of investors except Qualified Institutional Buyers
(QIBs) vide circular SEBI/CFD/DIL/ASBA/1/2009/30/12 dated December 30, 2009.
2. Vide circular CIR/CFD/DIL/2/2010 dated April 06, 2010, SEBI has extended the facility
of ASBA to QIBs in public issues opening on or after May 1, 2010.
3. Vide circular SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 01, 2018, SEBI
introduced the use of Unified Payment Interface (UPI) as an additional payment
mechanism with ASBA for Retail Individual Investors and the same was mandated
w.e.f July 01, 2019 vide circular SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28,
2019 for applications by Retail Individual Investors (RIIs) submitted through
Intermediaries.
4. The processing of ASBA applications in the Public Issues by market intermediaries
and SCSBs has been reviewed. As a part of the continuing efforts to further
streamline the bidding process and to ensure the orderly development of securities
market, a need has been felt to implement the ASBA process in line with the
aforementioned circulars.
5. The ASBA applications in Public Issues shall be processed only after the application
monies are blocked in the investor’s bank accounts. Accordingly, all intermediaries’
/ market infrastructure institutions are advised to ensure that appropriate systemic
and procedural arrangements are made within three months from the date of
issuance of this circular.
6. Stock Exchanges shall accept the ASBA applications in their electronic book building
platform only with a mandatory confirmation on the application monies blocked.
7. The circular shall be applicable for all categories of investors viz. Retail, QIB, NII and
other reserved categories and also for all modes through which the applications are
processed.
8. All stakeholders involved in the process are advised to take necessary steps to ensure
compliance with this circular. Merchant Bankers shall coordinate with all
stakeholders in this regard.
9. This circular shall be applicable for public issues opening on or after September 01,
2022.
10. This circular is being issued in exercise of the powers under section 11 read with
section 11A of the Securities and Exchange Board of India Act, 1992.
11. This circular is available on SEBI website at www.sebi.gov.in under the categories
“Legal Framework” and “Issues and Listing”
II. Streamlining the process of public issues and redressal of investor grievances
Streamlining the process of public issues:

1. SEBI vide Circular No. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16,
2021 (hereinafter referred to as “the March’21 Circular”), which came into effect
from May 01, 2021, had put in place measures to have a uniform policy to further
streamline the processing of the ASBA applications through UPI process among
intermediaries/SCSBs.
2. Vide Circular dated June 02, 2021, the implementation timelines for certain
provisions of the Circular were deferred.
Redressal of Investor grievances:
3. The Circular provided a mechanism of compensation to investors for delay in
unblocking of application amounts by SCSBs and has prescribed certain compliance
and reporting standards to be adopted by SCSBs.
4. The performance of SCSBs on timely unblocking of application amounts has been
reviewed and based on the feedback received from market intermediaries, a new
reporting format for Annexure IV of the March’21 Circular has been devised to
capture the data of all ASBA applications unblocked by SCSBs and their
corresponding date of actual unblock. SCSBs shall submit the Annexure IV of the
March’21 Circular in the format prescribed in Annexure IV of this circular.
5. It is reiterated that the SCSBs shall continue to compensate the investors for delays
in unblocking of application amounts as per the compensation clause provided in the
March’21 Circular.
6. The compensation prescribed in the March’21 Circular shall be applicable to all ASBA
applications processed by the SCSBs.
7. Paragraphs 13 and 14 of the March’21 Circular stand modified to the extent stated
above.
Payment of Processing Fee to SCSBs:
8. To claim the processing fee, SCSBs shall make an application to the Merchant
Bankers in the format prescribed in Annexure I of this circular (complete with
requisite information mentioned therein) with a copy to the Registrar to the Issue,
subject to the following conditions:
a. The application shall be made no later than 30 days from the finalization of basis
of allotment by Registrar to the Issue.
b. The SCSBs shall make the application only after (i) unblocking of application
amounts for each application received by such SCSB has been fully completed;
(ii) applicable compensation relating to investor complaints has been paid by the
SCSB.
9. The SCSBs shall continue to be responsible to provide information requested by the
Merchant Bankers/ Registrar to the Issue/ Issuer and also remain liable to pay
compensation applicable as per the Circular (including any amendments thereof), for
delays in unblocking of application amounts after the processing fee has been
claimed by the SCSBs.
10. Needless to state that SCSBs are liable to face appropriate action under Securities
Laws for non-compliance with the requirements of this circular.
SMS Alerts to Investors:
11. The March’21 Circular has made provisions of sending timely information to
investors through SMS Alerts for blocking and unblocking of application amounts.
With regard to UPI applications, NPCI had approached SEBI with a proposal to include
Invoice in the Inbox as one of the options for ensuring timely information to
investors.
12. Accordingly, it has been decided that the SCSBs/UPI Apps eligible for Public Issues
shall send SMS Alerts to Investors for all ASBA applications and may also provide the
Invoice in the Inbox as an additional feature to verify the UPI mandate details. The
SMS/Invoice in the Inbox shall include the details as prescribed in Annexure II.
13. Para 9 of the March’21 Circular and para 3.1 of the circular dated June 02, 2021 shall
stand modified to the extent stated above.
14. This circular shall come into force with immediate effect. The provisions of this
circular shall become part of the offer documents, DRHP and RHP.
15. This circular is being issued in exercise of the powers under section 11 read with
section 11A of the Securities and Exchange Board of India Act, 1992.
16. This circular is available on SEBI website at www.sebi.gov.in under the categories
“Legal Framework” and “Issues and Listing”.
III. Revision of UPI limits in Public Issue of Equity Shares and convertibles
Background:
With a steep rise in the number of UPI transactions and the evolvement of new payment
methods, with an objective to ensure seamless payments, SEBI revised the UPI limits for the
investment made in equity shares and convertibles
About:
On April 5th, 2022, the market regulator Securities and Exchange Board of India revised the
UPI limits in public issue of equity shares and convertibles.
SEBI in its earlier notification, introduced the use of Unified Payment Interface as an
additional payment mechanism with Application Supported by Blocked Amount (ASBA) for
Retail Individual Investors and enhanced the per transaction limit in UPI from Rs.2 lakhs to
Rs.5 lakhs in Initial Public Offers(IPOs).
Further, it has now decided that all Individual Investors applying in Public Issues where the
application amount is upto 5 Lakhs shall use UPI and shall also provide their UPI ID in the
bid-cum-application form submitted with any of the entities mentioned herein below:
• a syndicate member
• a stock broker registered with a recognised stock exchange (and whose name is
mentioned on the website of the stock exchange as eligible for this activity) (‘broker’)
• a depository participant (‘DP’) (whose name is mentioned on the website of the stock
exchange as eligible for this activity).
• a registrar to an issue and share transfer agent (‘RTA’) (whose name is mentioned on
the website of the stock exchange as eligible for this activity).
The Circular:
1. SEBI vide Circular SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 01, 2018
introduced the use of Unified Payment Interface as an additional payment
mechanism with Application Supported by Blocked Amount (ASBA) for Retail
Individual Investors and the same was mandated w.e.f. July 01, 2019 vide SEBI
Circular SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019 for applications by
Retail Individual Investors submitted through Intermediaries.
2. NPCI vide circular reference no. NPCI/UPI/OC No. 127/ 2021-22 dated December
09, 2021, inter alia, has enhanced the per transaction limit in UPI from Rs.2 lakh to
Rs.5 lakh for UPI based Application Supported by Blocked Amount (ASBA) in Initial
Public Offers(IPOs).
3. NPCI has reviewed the systemic readiness required at various intermediaries to
facilitate the processing of applications with increased UPI limit and confirmed that
as on March 30, 2022, more than 80% of SCSBs/Sponsor Banks/UPI Apps have
conducted the system changes and have complied with the NPCI provisions.
4. Accordingly, it has been decided that all Individual Investors applying in Public
Issues where the application amount is up-to 5 Lakhs shall use UPI and shall also
provide their UPI ID in the bid-cum-application form submitted with any of the
entities mentioned herein below:
i. a syndicate member.
ii. stock broker registered with a recognised stock exchange (and
whose name is mentioned on the website of the stock exchange
as eligible for this activity) (‘broker’).
iii. a depository participant (‘DP’) (whose name is mentioned on the
website of the stock exchange as eligible for this activity).
iv. a registrar to an issue and share transfer agent (‘RTA’) (whose
name is mentioned on the website of the stock exchange as
eligible for this activity).
5. This circular shall come into force for Public Issues opening on or after May
01,2022 and is being issued in exercise of the powers under section 11 read
with section 11A of the Securities and Exchange Board of India Act, 1992.
This circular is available on SEBI website at www.sebi.gov.in under the

categories “Legal Framework” and “Issues and Listing”
IV. Reduction in unblocking/refund of application money
About:
SEBI issued a Circular dated March 31, 2021, on reduction in unblocking or refund of
application money. While, at present, in case of non-receipt of minimum subscription, the
issuer is mandated to refund all the application money within 15 days from the closure of
the issue; SEBI has now reduced the timelines for refund of the moneys to the investors in
the above mentioned events from 15 days to four days.
Circular:
1. Presently, in terms of the SEBI(ICDR) Regulations, 2018, in case of non-receipt of

minimum subscription, the issuer is mandated to refund all the application monies
within a period of “fifteen days” from the closure of the issue. Timelines are
stipulated in Regulation 45(2), 86(2), 141(2), 202(2)(b) and 202(3)(a) and (b).
2. Similarly, the present provisions of Regulation 53(2), 94(2), 149(2), 208(2), 272(2)
stipulate that in case the issuer fails to obtain listing or trading permission from the
stock exchanges where the specified securities were to be listed, it shall refund the
entire monies received within “seven days” of receipt of intimation from stock
exchanges rejecting the application for listing of specified securities.
3. Considering that ASBA has been mandated for all applicants in public issues, the
application money is not transferred but only blocked in the account of the investor
and is debited only upon allotment and unblocked if there is no/part allotment.
Further, post introduction of UPI mechanism in public issues, intermediaries are
responsible to compensate the investors for any delay in unblocking of amounts in
the ASBA Accounts exceeding four working days from the bid/issue closing date.
4. Based on various consultations with the market participants it has been decided to
reduce the timelines for refund of the moneys to the investors in the above
mentioned events to “four days”.
5. Thus, in Regulation 45(2), 86(2), 141(2), 202(2)(b) and 202(3)(a) and (b) the words
‘fifteen days’ shall be read as ‘four days’ and in Regulation 53(2), 94(2), 149(2),
208(2), 272(2) the word ‘seven days’ and ‘eighth day’ shall be read as ‘four days’.
6. This circular is issued in exercise of powers conferred by Section 11(1) and section
11A of the Securities and Exchange Board of India Act, 1992 to protect the interests
of investors in securities and to promote the development of, and to regulate the
securities market.
7. A copy of this circular is available on SEBI website at www.sebi.gov.in under the
categories “Legal Framework/Circulars”.
V. Increasing Awareness regarding Online Mechanisms for Investor Grievance
Redressal
About:
SCORES is an online platform designed to help investors to lodge their complaints, pertaining
to securities market, online with SEBI against listed companies and SEBI registered
intermediaries. All complaints received by SEBI against listed companies and SEBI registered
intermediaries are dealt through SCORES.
Complaints arising out of issues that are covered under SEBI Act, Securities Contract
Regulation Act, Depositories Act and rules and regulation made there under and relevant
provisions of Companies Act, 2013.
Circular:
1. Investors are encouraged to lodge their complaints through online mechanisms
more specifically through SCORES portal and SCORES mobile application for effective
redressal of grievances.
2. In this regard, in order to increases the awareness regarding online grievance
redressal mechanisms, all Recognized Stock Exchanges including Commodity
Derivatives Exchanges/ Depositories / Clearing Corporations are advised to display
the following on the home page of their websites and mobile apps:
a. link / option to lodge complaint with them directly.
b. link to SCORES website/ link to download SCORES mobile app.
3. All Recognized Stock Exchanges including Commodity Derivatives Exchanges/
Depositories / Clearing Corporations are advised to:
a. Make necessary amendments to the relevant bye-laws, rules and regulations.
b. Communicate to SEBI, the status of the implementation of the provisions of
this circular through the Monthly Development Report(MDR).
4. 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 Section 10 of the
Securities Contracts (Regulation) Act, 1956 to protect the interests of investors in
securities and to promote the development of, and to regulate the securities market.
5. This circular is available on SEBI website at www.sebi.gov.in under the category
“Circulars”.
VI. Revision to Operational Circular for issuance of various listed and unlisted
debt securities
About:
SEBI has integrated regulatory frameworks related to the issuance of non-convertible

bonds (“NCD”), non-convertible preferred stock (“NCPS”) and perpetual bonds (“PDI”) on
August 9, 2021. Did. Exchange listed commercial paper. In addition to the integration
move, SEBI also sought to solve some of the difficulties companies face when it comes to
debt issuance.
Background:
Bonds, especially non-convertible bonds, are pure debt securities. However, NCRPS is a
“quasi-debt product” because it is a hybrid product that combines the characteristics of
debt and capital. For this reason, NCRPS regulations are modelled primarily on the basis
of ILDS regulations and include similar provisions regarding eligibility conditions,
disclosure requirements, etc. Therefore, the integration of the two regulations makes
sense.
The Circular:
1. Chapters I and II of the Operational Circular no. SEBI/HO/DDHS/P/CIR/2021/613 dated

August 10, 2021, issued by SEBI, provides the procedures pertaining to issue and
listing of Non-convertible Securities, Securitised Debt Instruments, SecurityReceipts,
Municipal Debt Securities and Commercial Paper.
2. The said Circular, inter-alia, provides an option to investors to apply in public issues of
debt securities with the facility to block funds through Unified Payments Interface
(UPI) mechanism for application value upto Rs. 2 lakh.
3. NPCI vide circular reference no. NPCI/UPI/OC No. 127/ 2021-22 dated December 09,
2021, inter alia, has enhanced the per transaction limit in UPI from Rs. 2 lakh to Rs. 5
lakh for UPI based Application Supported by Blocked Amount (ASBA) Initial Public
Offer (IPO).
4. In view of the above, based on discussions with market participants, in order to bring
about uniformity in the requirements and for ease of investment for investors, it has
been decided to increase the limit for investment through UPI mechanism to Rs. 5
lakh.
5. Accordingly, the following amendments are being made to Chapters I & II of the said
Circular, pertaining to limits of UPI transactions, as given below:
Chapter I - Application process in case of public issues of securities and timelines for
listing
Paragraph 1.2 shall stand modified as follows:
“mentioning UPI ID in order to block the funds. The investor may utilize the UPI
mechanism toblock the funds for application value upto Rs. 5 lakh per application.”
Paragraph 2.1 (c) shall stand modified as follows:
“An investor may submit the bid-cum-application form with a SCSB or the
intermediaries mentioned above and use his/ her bank account linked UPI ID for the
purpose of blocking of funds, if the application value is Rs. 5 lakh or less. The
intermediary shall upload the bid on the stock exchange bidding platform. The
application amount would be blocked through the UPI mechanism in this case.”
“Sponsor Bank means a Banker to the Issue registered with SEBI which is appointed by
the Issuer to act as a conduit between the stock exchanges and the NPCI in order to
push the mandate collect requests and/ or payment instructions of the investors into
the UPI.”
Paragraph 11.3 (a) (ii) shall stand modified as follows:
“App based/ web interface applications from investors with UPI mode for blocking the
modefor application value upto Rs. 5 lakh.”
Chapter II – Application form and Abridged Prospectus
“UPI mechanism for blocking funds would be available for application value upto Rs. 5
lakh.”
6. The provisions of this circular shall be applicable to public issues of debt securities
which open on or after May 1, 2022.
7. The 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 Regulation 55 (1) of the
SEBI (Issue and Listing of Non-convertible Securities) Regulations, 2021 to protect the
interest of investors in securities and to promote the development of, and to regulate
the securities market.
8. This Circular is available at www.sebi.gov.in under the link “Legal Circulars”.

VII. Launch of Electronic Gold Receipts (EGR) segment
About
SEBI announced the trading features pertaining to the electronic gold receipts (EGR), which
are electronic receipts issued on the basis of a deposit of physical gold. The gold exchange,
which is the ecosystem of trading of EGR and physical delivery of gold, would be a national
platform for buying and selling EGRs issued against physical gold. SEBI would regulate the
entire ecosystem of the proposed gold exchange.
Background
SEBI Board in its meeting held on September 28, 2021 approved the framework for Gold
Exchange and SEBI (Vault Managers) Regulations, 2021. The EGRs were later notified as
‘securities’ under the Securities Contracts (Regulation) Act 1956 in December 2021, paving
the way for operationalization of Gold Exchange in India. Subsequently, framework for
operationalizing the Gold Exchange in India were also issued.
Now, to specify the details of various aspects of the trading of EGR on the recognized stock
exchange/s, guidelines covering trade timings, transaction charges by stock exchanges,
block and bulk deal, price bands, Investor Protection Fund (IPF) & Investor Service Fund
and Unique Client Code were issued by the regulator. Here are the key features.
As per the framework, the entire transaction in EGRs segment is divided into three
tranches. In tranche 1, physical gold will be converted into EGR; in tranche 2, EGR shall be
traded on stock exchanges; and in tranche 3 – EGR can be converted into physical gold.
The framework also states that stock exchanges may launch contracts with the different
denominations for trading and/or conversion of EGR into gold.
The Circular
1. SEBI Board in its meeting held on September 28, 2021 approved the framework for
Gold Exchange and SEBI (Vault Managers) Regulations, 2021.
2. Government of India vide Gazette notification S.O. 5401 (E) dated December 24, 2021,
has notified “electronic gold receipts” as ‘securities’ under Section 2(h)(iia) of the
Securities Contracts (Regulation) Act 1956, and vide Gazette notification dated
December 31, 2021, SEBI (Vault Managers) Regulations, 2021, have beennotified,
paving the way for operationalization of Gold Exchange. Pursuant to the said
notifications, a circular dated January 10, 2022 was issued specifying the framework
for operationalizing the Gold Exchange in India.
3. In continuation of the aforesaid circular and with a view to specifying the details of
various aspects of the trading of EGR on the recognized stock exchange/s, guidelines
covering the following subjects are prescribed in the Annexures to this circular.
(i) Trade Timings – Annexure A

(ii) Transaction charges by stock exchanges – Annexure B
(iii) Call Auction in Pre-open session – Annexure C
(iv) Block and Bulk Deal – Annexure D
(v) Price Bands – Annexure E
(vi) Investor Protection Fund (IPF) & Investor Service Fund (ISF) – Annexure
F
(vii) Unique Client Code (UCC) – Annexure G
4. This Circular shall come into force with immediate effect.
5. The Exchanges shall:
5.1. take steps to make necessary amendments to the relevant bye-laws, rules and
regulations for the implementation of the same,
5.2. bring the provisions of this circular to the notice of the members of the
Exchange and also to disseminate the same on their website,
5.3. communicate to SEBI, the status of the implementation of the provisions of this
Circular.
6. This Circular is issued in exercise of powers conferred under Section 11 (1) of the
Securities and Exchange Board of India Act, 1992, to protect the interests of investors
in securities and to promote the development of, and to regulate the securities
market.
7. This circular is issued with the approval of competent authority.
8. This Circular is available on SEBI website www.sebi.gov.in under the category

“Circulars” and “Info for Electronic Gold Receipts”
Annexure A
Trade timings
1. Trading hours:
1.1. Trading in EGR segment shall be permitted from Monday to Friday.
1.2. Stock exchanges can set their trading hours within the time limit of 9:00AM to
11:30PM / 11:55PM (as per US day light savings in Spring/ Fall Season).
1.3. Regarding Muhurat Trading on Diwali (Lakshmi Poojan) day, all stock exchanges shall
jointly decide the common trade timing and notify the same, well in advance,to the
market under prior intimation to SEBI.
1.4. Stock exchanges shall ensure that they have necessary risk management systemand
infrastructure in place commensurate to their trading hours.
2. Trading Holidays
2.1. All stock exchanges shall jointly decide upon the common holiday list within the
broad framework of the Negotiable Instruments Act, 1881 and also taking into
consideration Central/State/Local holidays and notify the same, well in advance, to
the market under prior intimation to SEBI.
2.2. On such trading holidays, stock exchanges may permit trading in evening session i.e.
post 5:00 PM, in case corresponding internationally reference ablemarkets are open.
2.3. While finalizing trading holidays list, stock exchanges shall suitably consider the views
of market participants. Frequent changes in holiday List shall be avoided i.e. once
decided, same holidays should be followed every year irrespective of the holidays
falling on a working day or a non-working day in that year. The holiday list for EGR
should be in line with holiday list for derivatives markets to provide efficient hedging
support.
Annexure B
Transaction charges by the stock exchanges
The stock exchanges shall ensure that transaction charges on the trades executed forEGR on
their trading platform, must be equitable and in the interest of investors, as specified for cash
segment in SEBI circular no. SEBI/HO/MRD2/MRD2_DCAP/P/CIR/2021/0000000591 dated
July 5, 2021.
Annexure C
Framework for Call Auction in Pre-open session
1. Duration:
1.1. The pre-open session shall be for a duration of 15 minutes i.e. from 8:45 AM to 9:00
AM, out of which 8 minutes shall be allowed for order entry, order modification and
order cancellation, 4 minutes for order matching and trade confirmation and the
remaining 3 minutes shall be the buffer period to facilitatethe transition from pre-
open session to the normal market.
1.2. The session shall close randomly during last one minute of order entry i.e. anytime
between 7th and 8th minute of the order entry. Such random closure shall be system
driven.
2. Reference Price:
2.1. Only for first day of trading of EGRs, the stock exchanges, shall discover and disclose
a reference price for EGRs in the pre-open session. This reference price would be
discovered using the ‘spot price polling mechanism’ as laid down in SEBI Circular no.
SEBI/HO/CDMRD/DMP/CIR/P/2016/78 dated September 02, 2016. Such spot polling
would be done, one working day priorto the launch of EGRs on an exchange.
2.2. If EGRs are already trading on any other stock exchange, the reference priceduring
pre-open session on first day of trading of EGRs on such exchange which is launching
trading in EGRs for the first time, shall be closing price of previous day’s EGR on any
other exchange where EGRs are trading.
2.3. Subsequently, the reference price during pre-open session in EGR segment shall be
previous day closing price.
3. Price Limit: A Price range of +/- 5% from reference price shall be applicable onEGRs
during pre-open session.
4. Type of Orders: Limit orders and Market orders shall be entered during the pre-open
session
5. Equilibrium Price:
5.1. Both Limit orders and Market orders shall be reckoned for computation of
equilibrium price. No iceberg order will be allowed i.e. orders shall be disclosed in full
quantity.
5.2. Further, in case more than one price has same minimum order imbalance quantity,
the equilibrium price shall be the price closest to the previous day’s closing price. In
case the previous day’s closing price is the mid-value of a pair of prices which are
closest to it, then the previous day’s closing price itself shall be taken as the
equilibrium price.
5.3. If equilibrium price is not discovered in pre-open session, then the orders entered in
the pre-open session will be shifted to the order book of the normal market following
time priority. The price of the first trade in the normal market shall be the opening
price.
6. Order Execution: Pursuant to the discovery of price in the pre-open session, at the time
of order execution, limit orders shall be given priority over market orders. The sequence
for executing orders is given below:
6.1. Eligible Limit orders shall be matched with eligible limit orders.
6.2. Residual eligible limit orders shall be matched with market orders.
6.3. Market orders to be matched with market orders.
7. Pending Orders:
7.1. In case of pending unmatched orders in pre-open session, they shall be shifted to the
order book of the normal market following time priority.
7.2. Unmatched market orders will shift to the normal market order book as limit orders
at a price as discovered in the pre-open session.
8. Risk Management: The current risk management system for EGR segment shall be
applicable to pre-open session.
9. The following information shall be disseminated during pre-open session:
9.1. Indicative equilibrium price of EGR
9.2. Indicative cumulative buy and sell quantity of EGR
Annexure D
Framework for Block Deals in EGR Segment
1. Duration: Considering EGR is a new security class, and it may take time to build liquidity
in this segment, it has been decided to allow one block deal window. Thewindow shall
operate between 03:05 PM to 3:20 PM.
2. Reference Price: The reference price for block deals shall be the volume weightedaverage
market price (VWAP) of the trades executed in the EGR segment between02:45 PM to 03:00
PM. Between the period 03:00 PM to 03:05 PM, the stock exchanges shall calculate and
disseminate necessary information regarding the VWAP applicable for the execution of
block deals.
3. Price Limit: The orders placed shall be within ±1% of the reference price.
4. Minimum order size: The minimum order size for execution of trades shall be Rs.10 Crore.
5. Every trade executed in the block deal window must result in delivery and shall notbe
squared off or reversed.
6. Disclosure:
6.1. The brokers shall disclose to the stock exchange the name of the contract,name
of the client, quantity of EGR/s bought/sold and the traded price.
6.2. The disclosure shall be made by the brokers immediately upon execution ofthe
trade.
6.3. The stock exchanges shall disseminate the aforesaid information to thegeneral
public on the same day, after the market hours.
7. The stock exchanges shall ensure that all appropriate trading and settlement practices as
well as surveillance and risk containment measures, etc., as applicable to the normal
trading segment are made applicable and implemented inrespect of block deal window
also.
Framework for Bulk Deals in EGR Segment
1. Market-wide limit: The Stock exchange shall calculate and disclose market-widelimit to
be used for calculating bulk deals. For the purpose of this Circular, market-wide limit
means summation of underlying gold, on which EGRs have been issuedand outstanding,
across all contracts floated by the stock exchanges.
For example: There are 60 EGRs issued with 1kg each of underlying gold and 6000 EGRs
issued with 100grams each of underlying gold. This means there is 660 kg of underlying
gold in total for the EGR segment.
2. Bulk Deals: EGRs bought / sold representing 5% of the market-wide limit shall constitute
bulk deal.
3. Disclosure:
3.1. The brokers shall disclose to the stock exchange the name of the contract, name of
the client, quantity of EGR/s bought/sold and the traded price.
3.2. The disclosure shall be made by the brokers immediately upon execution of the trade.
3.3. The Stock exchange shall disclose aforesaid information on the same day aftermarket
hours to the general public.
4. While calculating such bulk deals, stock exchanges may take suitable measures for
clubbing such bulk deal positions of clients / members who may be acting in concert to
circumvent these provisions. The broad guidelines for clubbing such bulkdeal positions are
given below.
Illustrations indicating guidelines for Clubbing of Bulk Deals: -
4.1 When a person is a partner in one or more partnership firms and /or is a directorin one
or more companies and/or is a manager (karta) of a Hindu Undivided Family (HUF),
the total executed orders of
4.1.1 the person as an individual operator,
4.1.2 the firm or firms in which he is a partner;
4.1.3 the Company or companies in which he is a director; and
4.1.4 the HUF of which he is a manager(karta) shall
be taken together for calculating bulk deals.
4.2 Where two or more persons are partners in a partnership firm or firms and where two
or more persons are director in a company or companies and wheretwo or more
persons are Kartas of HUFs, the total executed orders held by
4.2.1 all the partners of partnership firm or firms;
4.2.2 the concerned partnership firm or firms;
4.2.3 all the directors of the company or companies;
4.2.4 the concerned company or companies;
4.2.5 all the Kartas of the HUFs; and
4.2.6 the concerned HUFs
shall be taken together for calculating bulk deals.
4.3 Where a person or persons operating as individuals and /or being partners in one or
more partnership firms and/or being directors in one or more companiesand/or being
kartas of HUFs are also trustees in one or more trusts, the total executed orders of
4.3.1 the person as individual operator,
4.3.2 the firm or firms in which they are partners;
4.3.3 the company or companies in which they are directors;
4.3.4 the HUFs in which they are Kartas; and
4.3.5 the trust or trusts in which they are trustees,
shall be taken together for calculating bulk deals.
4.4 Exemptions from Clubbing: As a practice of good corporate governance, the

companies now have independent directors on their Board with no financial interest
in the company. Similarly, companies also have Government / Financial Institutions
nominated Directors without any financial interest in the company. In such cases,
when the Directors don’t have any financial interest in the company, the position of
such companies/corporates may not be clubbed just because they have common
directors.
4.5 The above stated guidelines/ illustrations are indicative only. The Exchanges are shall
take suitable measures for clubbing of bulk deals on the basis of the criteria laid down
above and also include other criteria such as PAN, patterns such as ‘acting in concert’
through common ownership and control structures, layering of transactions and any
other relevant criteria to club open positions that may be observed during the course
of regular monitoring and surveillance which may appear to compromise market
integrity.
Annexure E
Price bands
1. With the view to ensuring orderly trading and protect market integrity, Stock exchanges
shall implement a mechanism of price bands in the EGR segment to prevent acceptance
of orders for execution that are placed beyond the price limit set by the stock exchanges.
2. The initial price limit for the price band shall be set at 10% of the previous closingprice.
3. In the event of a market trend in either direction, the dynamic price bands shall berelaxed
by the stock exchanges in incrementsof 5%. Stock exchanges shall framesuitable rules with
mutual consultation for such relaxation of dynamic price bandsand shall make it known
to the market.
4. Stock exchanges shall take into consideration the price movement in internationalmarket
while relaxing the price band. In the event of exceptional circumstances, where there is
extreme price movement beyond the initial price limit in the international markets,
during trading hours or after the closure of trading on domestic exchanges, the stock
exchanges can relax the price band directly by therequired level, by giving appropriate
notice to the market.
Annexure F
Investor Protection Fund (IPF) & Investor Service Fund (ISF)
1. In line with the prevailing norms and consultation with stakeholders, IPF and ISF being
maintained by the respective stock exchanges can be utilized for thepurpose of settling
investor claims and investor awareness pertaining to EGR segment.
Annexure G
Unique Client Code (UCC)
1. For transactions in EGR segment, it shall be mandatory for the members to have Unique
Client Code (UCC) for all their clients transacting on the stock exchanges. The stock
exchanges shall not allow execution of trades without uploading of the UCC details by the
members of the exchange. For this purpose, members shall collect after verifying the
authenticity and maintain in their back office the copies of Permanent Account Number
(PAN) issued by theIncome Tax Department, for all their clients.
2. However, in case of e-PAN, members shall verify the authenticity of e-PAN withthe details on
the website of IT Department and maintain the soft copy of PANin their records.
3. Since EGR is notified as “securities” under SCRA, 1956, the provisions relatedto UCC i.e.
updation of UCC, modification of client codes, penalty structure andwaiver of penalty corpus
will be similar as specified for cash segment in SEBI circular no.
SEBI/HO/MRD2/MRD2_DCAP/P/CIR/2021/0000000591 dated July 5, 2021 and its
subsequent amendments, as carried out from time to time.
VIII. Disclosures in the abridged prospectus and front cover page of the offer document
About
An abridged prospectus is a memorandum that contains the salient features of a prospectus that SEBI
may determine by issuing rules on behalf of the prospectus. Under the Companies Act, a company's
application for purchase of securities must be accompanied by an abridged prospectus. As a result of
examining the disclosure obligation, it was found that the appearance and text of the cover page are
overloaded because there is a lot of information to be disclosed.
Background
In the revised format, the company must disclose the promoter's name, public offering details (issue
type, new issue and offer (OFS) components, total issue size), and stock acquisition details in the
foreground page of the abridged prospectus (DRHP or RHP).
Also, the company is required to make disclosure about details of OFS by promoter, promoter group
and other shareholders.
In the abridged prospectus containing salient features of the Red Herring Prospectus (RHP), the
company will have to disclose about price band and minimum bid lot under the revised format.
Also, the issuer company has to disclose about indicative timelines for opening and closing of the
issue, initiation of refunds, credit of equity shares to demat accounts of allottees and commencement
of trading of equity shares among others.
Further, the issuer company will have to insert a Quick Response (QR) code on the front page of the
documents such as front outside cover page, abridged prospectus, price band advertisement, etc as
deemed fit by them.
The Circular
I. Disclosures in the Abridged Prospectus
1. Section 2(1) of the Companies Act, 2013 (“Companies Act”) defines an abridged
prospectus as a memorandum containing such salient features of a prospectus as may be
specified by the Securities and Exchange Board India by making regulations in this behalf.
2. In terms of Regulation 34(1) SEBI (Issue of Capital and Disclosure Requirements), 2018
(“ICDR Regulations”), abridged prospectus shall contain the disclosures as specified in
Annexure I of Part E of Schedule VI of ICDR Regulations.
3. Further, Section 33(1) of the Companies Act stipulates that that every application form for
the purchase of any securities of a company shall be accompanied by an abridged
prospectus.
4. In order to further simplify, provide greater clarity and consistency in the disclosures
across various documents and to provide additional but critical information in the
abridged prospectus, the format for disclosures in the abridged prospectus has been
revised and is placed at Annexure A of this Circular.
II. Disclosures in the front cover page of the offer document
1. Clause 1(a) of Part A - Schedule VI of the ICDR Regulations, specifies information to be

disclosed on the front outside cover page of offer document.
2. Upon review of the aforesaid disclosure requirement, it was felt that due to the multitude
of information which is required to be disclosed, the look and text on the front page
appears to be crowded.
3. In connection to above, it may be noted that the amendments to Part A of Schedule VI
including the disclosure requirements for front outside cover page were notified in the
Official Gazette on Jan 14, 2022.
4. With regard to above, a format for disclosure on front outside cover page shall be as per
the format placed at Annexure B of this Circular.
III. General Instructions
1. Applicability of this Circular: This Circular shall be applicable for all issues opening after
the date of this Circular. While the disclosures in the abridged prospectus shall be as per
Annexure A of this Circular instead of Annexure I of Part E of Schedule VI of ICDR
Regulations, the disclosure on front outside cover page shall be as per Annexure B of this
Circular.
2. A copy of the abridged prospectus shall be made available on the website of issuer
company, lead managers, registrar to an issuers and a link for downloading abridged
prospectus shall be provided in price band advertisement.
3. The Issuer Company / Merchant Bankers (MBs) shall ensure that the disclosures in the
abridged prospectus are adequate, accurate and does not contain any misleading or mis-
statement.
4. Furthermore, the Issuer Company/MBs shall ensure that the qualitative statements in the
abridged prospectus shall be substantiated with Key Performance Indicators (KPIs) and
other quantitative factors. Also, no qualitative statement shall be made which cannot be
substantiated with KPIs.
5. Further, the issuer company/ MBs shall insert a Quick Response (QR) code on the front
page of the documents such as front outside cover page, abridged prospectus, price band
advertisement, etc. as deemed fit by them. The scan of QR code shall lead to downloading
of prospectus, abridged prospectus and price band advertisement as applicable.
6. The recognized stock exchanges are directed to bring the provisions of this circular to the
notice of the listed companies and also to disseminate the same on their website.
7. This circular is issued in exercise of powers conferred by Section 11(1) of the Securities
and Exchange Board of India Act, 1992 and Regulation 299 read with Regulation 34(1) and
131(1) of ICDR Regulations to protect the interests of investors in securities and to
promote the development of, and to regulate the securities market.
Annexure A
This is an abridged prospectus containing salient features of the Red Herring Prospectus (the “RHP”). You are
encouraged to read greater details available in the RHP (Link to download RHP).
THIS ABRIDGED PROSPECTUS CONSISTS ‘XY’ PAGES. PLEASE ENSURE THAT YOU HAVE RECEIVED ALL THE PAGES.
NAME OF THE ISSUER COMPANY
CIN: XXXXX , Date of Incorporation: XXX

Registered Office Corporate Office Contact Person Email and Websit
Telephone e
NAMES OF PROMOTER(S) OF THE COMPANY
Details of Offer to Public
Type of Fresh Issue OFS Size (by Total Issue Issue Share Reservation
Issue Size(by no. of no.of shares Size (by no. of Under
(Fresh/ sharesor by or by amount sharesor by 6(1)/ QIB NII RII
OFS/ Fresh amount inRs) in Rs) amount inRs) 6(2)
& OFS)
These equity shares are proposed to be listed on (to be specified) (designated stock exchange) and (to be
specified).
OFS: Offer for Sale
Details of OFS by Promoter(s)/ Promoter Group/ Other Selling Shareholders (upto a maximum of 10 selling
shareholders)
No of No of WACA
WACA
Name Type Shares Name Type Shares inRs per
inRs per
offered/ offered/ Equity
Equity
Amount in Amount in
Rs Rs
P: Promoter; PG: Promoter Group; OSS: Other Selling shareholder; WACA: Weighted Average Cost of
Acquisition shall be calculated on fullydiluted basis
Annexure A
Price Band, Minimum Bid Lot & Indicative

Timelines
Price Band* Rs Xx To Rs Xx Per Equity Share of Face Value of Rs X
Each
Minimum Bid Lot Size XX Equity Shares
Bid/Offer Open On
Bid/Closes Open On
Finalisation of Basis of Allotment
Initiation of Refunds
Credit of Equity Shares to Demat accounts of
Allottees
Commencement of trading of Equity Shares
*For details of price band and basis of offer price, please refer to price band advertisement and page xx of
RHP.
Details of WACA of all shares transacted over the trailing eighteen months from the date of RHP
Weighted Average Upper End of Range of acquisition
Period
Costof Acquisition thePrice Band price Lowest Price- Highest
(in Rs.) is ‘X’ Price (in Rs.)
times the WACA
Trailing Eighteen
Monthfrom the
date of RHP
WACA: Weighted Average Cost of Acquisition shall be calculated on fully diluted basis for the trailing
eighteen months from the date of RHP.
RISKS IN RELATION TO THE FIRST OFFER

The face value of the Equity Shares is ` x. The Floor Price, Cap Price and Offer Price determined by our Companyand the
Selling Shareholders, in consultation with the BRLM’s, on the basis of the assessment of market demand forthe Equity
Shares by way of the Book Building Process, as stated under “Basis for Offer Price” on page xx should not be considered to
be indicative of the market price of the Equity Shares after listing. No assurance can be given regarding frequency of trading in
the Equity Shares nor regarding the price at which the Equit y Shares will be traded after listing.
Page X of Y
Annexure A
GENERAL RISKS
Investment in equity & equity-related securities involve a degree of risk and investors should not invest any funds in
this Issue unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully
before taking an investment decision in this Issue. For taking an investment decision, investors must rely on their own
examination of the Issuer and this Issue, including the risks involved. The Equity Shares have not been recommended or
approved by the Securities and Exchange Board of India (“SEBI”), nor does, SEBI guarantee the accuracy or adequacy of
the contents of the RHP. Specified attention of the investors is invited to the section titled “Risk Factors” at page XXX
PROCEDURE
You may obtain a physical copy of the Bid-cum-Application Form and the RHP from the stock exchange, syndicate members,
registrar to the issue, share transfer agents, depository participant s, stock brokers, underwriters, bankers to the issue,
investors’ associations or Self Certified Syndicate Banks.
If you wish to know about processes and procedures applicable to this issue, you may request for a copy of the RHP
and/or the General Information Document (GID) from the BRLM’s or download it from the websites of the Stock Exchanges
i.e. www.nseindia.com; www.bseindia.com; and the BRLMs (websites to be specified).
PRICE INFORM ATION OF BRLM’s*

Issue Name Name of +/- % change in +/- % change in +/- % change in
Merchant closing price, (+/- closing price, (+/- closing price, (+/-
Banker %change in %change in %change in
closing closing closing
benchmark)- 30th benchmark)- 90th benchmark) -
calendar days calendar days 180th calendar
from listing from listing days from listing
+1% (+5%) -2% (-5%)
* Disclosures subject to recent 7 issues (initial public offerings) in current financial year and two
preceding financial years managed by each Merchant Banker with common issues disclosed once.
Name of BRLM and contact details

(telephone and email id) of each
BRLM
Name of Syndicate Members
In case of issues by Small and Medium Enterprises under Chapter IX, details of the market maker to be
included
Annexure A
Name of Registrar to the Issue and
contactdetails (telephone and email
id)
Name of Statutory Auditor
Name of Credit Rating Agency and
therating or grading obtained, if any
Name of Debenture trustee, if any.
Self-Certified Syndicate Banks The list of banks is available
on
https://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Intermedi
aries
Non Syndicate Registered You can submit Bid cum Application Forms in the Issue to Non
Brokers Syndicate Registered Brokers at the Non Syndicate Broker
Centres. For further details, see section titled “Issue Procedure”
beginning at page XX of the RHP
Details regarding website
address(es)/ link(s) from which the
investor can obtainlist of registrat
to issue and share transfer
agents, depository participants and
stock brokers who can accept
application from investor (as
applicable)
Page X of Y
PROMOTERS OF THE ISSUER COMPANY
Sr. No. Name Individual/Corporate Experience & Educational Qualification
Experience:
Educational Qualification:
Details of promoter/s should not exceed 500 words while explaining their experience and educational
qualifications
BUSINESS OVERVIEW AND STRATEGY

Company Overview:
Product/Service Offering:
Revenue segmentation by product/service offering
Geographies Served:
Revenue segmentation by geographies
Key Performance Indicators:
Client Profile or Industries Served:

Revenue segmentation in terms of top 5/10 clients or Industries:
Intellectual Property, if any:
Market Share:
Manufacturing plant, if any:
Employee Strength:
Note: (1) The quantitative statements shall be substantiated with Key Performance Indicators (KPIs) and other
quantitative factors.
(2) No qualitative statements shall be made which cannot be substantiated with KPIs.
(3) Information provided in the table should not exceed 1000 words.
BOARD OF DIRECTORS
Sr. Nam Designation (Independent / Experience & Other Directorships
No. e Wholetime / Executive / Educational
Nominee) Qualification
Indian Companies:
1
Foreign Companies:
Page X of Y
Annexure A
OBJECTS OF THE ISSUE

Details of means of finance -
The find requirements for each of the objects of the Issue are stated as follows: (Rs. in crores)
Sr. Objects of the Issue Total Amount Amount Estimated Net Proceeds
No. estimat deploye to be Utilization
ecost d till financed Fiscal Fiscal
from Net 20_ 20_
Proceeds
1
2
3
4
5 General corporate purposes
Total
Details and reasons for non-deployment or delay in deployment of proceeds or changes in
utilization of issue proceeds of past public issues / rights issue, if any, of the Company in the
preceding 10 years.
Name of monitoring agency, if any
Terms of Issuance of Convertible Security, if any
Convertible securities being offered by

theCompany
Face Value / Issue Price per Convertible
securities
Issue Size
Interest on Convertible Securities
Conversion Period of Convertible
Securities
Conversion Price for Convertible
Securities
Conversion Date for Convertible
Securities
Details of Security created for CCD
Shareholding Pattern:
Sr. Particulars Pre Issue number of shares % Holding of Pre issue
No.
1. Promoter and Promoter
Group
2. Public
Total 100.00%
Number/amount of equity shares proposed to be sold by selling shareholders, if any.
Page X of Y
Annexure A
RESTATED CONSOLIDATED AUDITED FINANCIALS
Lates FY 3 FY 2 FY 1
t (Last audited
Stub financial year
perio priorto issue
d opening)
Total income from operations
(Net)
Net Profit/(Loss) before tax and
extraordinary items
Net Profit / (Loss) after
tax andextraordinary items
Equity Share Capital
Reserves and Surplus
Net worth
Basic earnings per share (Rs.)
Diluted earnings per share
(Rs.)
Return on net worth (%)
Net asset value per share
(Rs.)
Page X of Y
Annexure A
INTERNAL RISK FACTORS
(Minimum 5 and maximum 10 risk factors to be specified)
The below mentioned risks are top 5 or 10 risk factors as per the RHP. (500 word limit in total)
SUMMARY OF OUTSTANDING LITIGATIONS, CLAIMS AND REGULATORY ACTION

A. Total number of outstanding litigations against the company and amount involved
Name of Entity Criminal Tax Statutory Disciplinary Material Aggregat
Proceedings Proceedin or actions by Civil e
gs Regulator the SEBI or Litigation amount
y Stock s involved
Proceedin Exchanges (Rs in
gs against crores)
our
Promoters
Company
By the Company
Against the Company
Directors
By our Directors
Against the Directors
Promoters
By Promoters
Against Promoters
Subsidiaries
By Subsidiaries
Against Subsidiaries
B. Brief details of top 5 material outstanding litigations against the company and amount involved
Sr. No. Particulars Litigation filed by Current status Amount involved
C. Regulatory Action, if any - disciplinary action taken by SEBI or stock exchanges against the
Promoters in last 5 financial years including outstanding action, if any (200 – 300 word limit in
total)
D. Brief details of outstanding criminal proceedings against Promoters ( 200 - 300-word limit in total)
ANY OTHER IMPORTANT INFORMATION AS PER BRLM / ISSUER COMPANY

DECLARATION BY THE COMPANY
We hereby declare that all relevant provisions of the Companies Act, 1956, the Companies Act, 2013 and
the guidelines/regulations issued by the Government of India or the guidelines/regulations issued by the
Securities and Exchange Board of India, established under Section 3 of the Securities and Exchange
Board of India Act, 1992, as thecase may he have been complied with and no statement made in the
Red Herring Prospectus is contrary to the provisions of the Companies Act, 1956, the Companies Act,
2013, the Securities and Exchange Board of India Act, 1992 or rules made or guidelines or regulation
issued there under, as the case may be. We further certify that all statements in the Red Herring Prospectus
are true and correct.
Page X of Y
Annexure B
Draft Red Herring Prospectus
Dated Feb
XX, 2022(Please read Section 32 of
the Companies Act, 2013)(This
Draft Red Herring Prospectus will
be
updated upon filing with the RoC)

(Please scan this
QR Codeto view 100% Book Built Offer
the DRHP/RHP)
NAME OF THE ISSUER COMPANY
Corporate Identity Number: XXXXXXXXXXXXX
Type ofIssue (Fresh/ Fresh Issue Size OFSSize(by no. of TotalIssue Size (by no. of Issue Under 6(1)/6(2)
OFS/Fresh&OFS) (by no. of shares or by amount in ₹) shares or by amount in ₹) shares or by amount in ₹)
IX. Issuance of Securities in dematerialized form in case of Investor ServiceRequests
About:
• Listed companies shall issue the securities in dematerialized form only.
• Securities holder/claimant shall submit duly filled up Form ISR-4. the RTA/Issuer Companies
shall obtain the original securities certificate(s) for processing of service requests.
• RTA/Issuer Companies shall verify and process the service requests and thereafter issue a
‘Letter of confirmation’ in lieu of physical securities certificate(s), to the securities
holder/claimant within 30 days.
• ‘Letter of Confirmation’ shall be valid for a period of 120 days from the date of its issuance.
• RTA/Issuer Companies shall issue a reminder after the end of 45 days and 90 days from the
date of issuance of Letter of Confirmation, informing the securities holder/claimant to submit
the demat request.
• In case the securities holder/claimant fails to submit the demat request within the aforesaid
period, RTA/Issuer Companies shall credit the securities to the Suspense Escrow Demat
Account of the Company.
• Operational guidelines are detailed in the Annexure–A.
Background:
Keeping in view ease of dealing in securities market by investors, the SEBI vide Notification no.
SEBI/LAD-NRO/GN/2022/66 dated January 24, 2022 issued SEBI (LODR) (Amendment) Regulations,
2022 to amend the existing LODR Regulations. Vide the aforementioned notification, the Board has
provided that listed companies shall henceforth issue the securities in dematerialized form only
while processing the states service requests.
The Circular:
1. As an on-going measure to enhance ease of dealing in securities markets by investors, it has

been decided that listed companies shall henceforth issue the securities in dematerialized
form only (vide Gazette Notification no. SEBI/LAD- NRO/GN/2022/66 dated January 24, 2022)
while processing the following service request.
i. Issue of duplicate securities certificate;

ii. Claim from Unclaimed Suspense Account;
iii. Renewal / Exchange of securities certificate;
iv. Endorsement;
v. Sub-division / Splitting of securities certificate;
vi. Consolidation of securities certificates/folios;
vii. Transmission;
viii. Transposition;
2. The securities holder/claimant shall submit duly filled up Form ISR-4 (to be hosted onthe
website of the Issuer Companies and the RTAs) as per the format attached to thiscircular along
with the documents / details specified therein. For item nos. iii to viii in paragraph 1 above,
the RTA / Issuer Companies shall obtain the original securities certificate(s) for processing of
service requests.
3. The RTA / Issuer Companies shall verify and process the service requests and thereafter issue
a ‘Letter of confirmation’ in lieu of physical securities certificate(s), to the securities
holder/claimant within 30 days of its receipt of such request after removing objections, if any.
a. The ‘Letter of Confirmation’ shall be valid for a period of 120 days from the date ofits
issuance, within which the securities holder/claimant shall make a request to the
Depository Participant for dematerializing the said securities.
b. The RTA / Issuer Companies shall issue a reminder after the end of 45 days and 90 days
from the date of issuance of Letter of Confirmation, informing the securities
holder/claimant to submit the demat request as above, in case no such request has been
received by the RTA / Issuer Company.
c. In case the securities holder/claimant fails to submit the demat request within the
aforesaid period, RTA / Issuer Companies shall credit the securities to the Suspense
Escrow Demat Account of the Company.
d. The operational guidelines are detailed in the Annexure – A to this circular.
4. The common norms stipulated in SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/655 dated

November 03, 2021 and SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/687 dated December
14, 2021 shall be applicable for all service requests listed above.
5. Stock Exchanges and Depositories are advised to:
a) make necessary amendments to the relevant bye-laws, rules and regulations,

operational instructions, as the case may be, for the implementation of the above
circular; and
b) bring the provisions of this circular to the notice of their constituents and alsodisseminate
the same on the website.
6. This circular is being issued in exercise of powers conferred under Section 11 (1) of the
Securities and Exchange Board of India Act, 1992 to protect the interests of investors in
securities and to promote the development of, and to regulate the securities market read with
Regulation 101 of SEBI (Listing Obligations and DisclosureRequirements), 2015.
7. This circular is available on SEBI website at www.sebi.gov.in under the categories “Legal
Framework -> Circulars”.
8. The Circular shall come into force with immediate effect.

Annexure - A
(to circular no. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated January 25, 2022 on

Issuance ofSecurities in dematerialized form in case of Investor Service
Requests)
Operational guidelines for dematerialization of securities received for processinginvestor’s

service request
1. The operational guidelines for issuance of securities in dematerialized form in case of

investor service requests are as under;
a. After verifying and processing the request, the RTA / Issuer Companies shall intimate
the securities holder/claimant about its execution / issuance of new certificate as may
be applicable, by way of issuing Letter of Confirmation (“letter”) (Format at Annexure
B) in lieu of Share certificate/s provided by suchsecurities holder/claimant.
b. The letter shall, inter-alia, contain details of folio and demat account number (if
available) of the securities holder/claimant.
c. The letter shall be sent by the RTA / Issuer Companies through Registered / Speed
Post to the securities holder/claimant. Additionally, the RTA/Issuer Companies may
send such letter through e-mail with e-sign and / or digital signature.
d. Within 120 days of issue of the letter, the securities holder/claimant shall submitthe
demat request, along with the original letter or a copy of the email with e- sign and /
or digital signature, as the case may be, to the Depository Participant(DP).
e. The RTA / Issuer Companies shall issue a reminder after the end of 45 days and 90
days from the date of issuance of Letter of Confirmation, informing thesecurities
holder/claimant to submit the demat request as above, in case no such request has
been received by the RTA / Issuer Company.
f. In case of the securities which are required to be locked in, the RTA while approving /
confirming the demat request, shall incorporate / intimate the Depository about the
lock-in and its period.
g. In case of non-receipt of demat request from the securities holder/claimant within

120 days of the date of Letter of Confirmation, the shares will be creditedto Suspense
Escrow Demat Account of the Company.
h. The RTA shall retain the physical securities as per the existing procedure anddeface
the certificate with a stamp “Letter of Confirmation Issued” on the face
/ reverse of the certificate, subsequent to processing of service requestmentioned in
paragraph 1 of this circular.
i. Depository Participant shall generate the demat request on the basis of Letter of
Confirmation and forward the same to the Issuer Company / RTA for processing the
demat request.
j. The format of the Letter of Confirmation is given at Annexure- B.

Annexure - B
(to circular no. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated January 25, 2022 on Issuance of

Securities in dematerialized form in case of Investor Service Requests)
RTA / ISSUER COMPANY NAME AND ADDRESS
Name: Date:
Address:
Dear Sir/Madam,
LETTER OF CONFIRMATION
Sub: Issuance of Securities in dematerialized form in case of Investor Service Requests
Name of the Company:
We refer to the request received from you for issuance of securities in your name. We would like to inform
you that the request has been approved as detailed below:
Name of first holder &

PANJoint holder 1
& PANJoint holder
2 & PAN
Number of shares
Folio Number
Certificate numbers
Distinctive numbers
Lock-In Yes or No.
If yes, lock-in from / / till / / (DD/MM/YYYY)
As you may be aware, SEBI vide Gazette Notification no. SEBI/LAD-NRO/GN/2022/66 dated January 24,
2022, has mandated that the shares that are issued pursuant to investor service request shall henceforth
be issued in demat mode only and hence the security certificates (wherever applicable) are retained at our
end.
Accordingly, within 120 days of this letter, please request your Depository Participant (DP) to demat these
shares using the Dematerialization Request Form (DRF). Please fill the DRF with the details mentioned in
this letter, sign it and present this letter in original to your DP along with the DRF for enabling your DP to
raise a Demat Request Number (DRN). In case you do not have a demat account, kindly open one with any
DP. Please note that you can open Basic Service Demat Account at minimal / nil charges.
Please note that this letter is valid only for a period of 120 days from the date of its issue within which you
have to raise demat request with the DP as above. Any request for processing demat after the expiry of
aforesaid 120 days will not be entertained and as per the operating guidelines issued by SEBI, the subject shares
shall be transferred to a Suspense Escrow Demat Account of the company.
Thanking you,
Yours faithfully,
For ABCD Limited (RTA)

Authorised Signatory
X. “Saa₹thi” – SEBI’s Mobile App on Investor Education
About:
• SaaRthi App is an initiative of SEBI with a view to empower investors with knowledge about
securities market.
• The App is available in Hindi and English.
• The Android and iOS versions of the App can be downloaded from Play Store and App Store,
respectively.
• The app contains information on the types of schemes, ways to invest, use of riskometer
and so on.
Background:
• With the recent surge in individual investors entering the market, and more importantly
a large proportion of trading being mobile phone based, this App will be helpful in easily
accessing relevant information
• According to an SBI report, In the past few years, the retail investor’s participation in
Indian stock markets have been rising. The number of individual investors in the market
has increased by a whopping 142 lakh in FY21, with 122.5 lakh new accounts at CDSL and
19.7 lakh in NSDL.
• NSE data shows that the share of individual investors in total turnover on the stock
exchange has risen from 39% to 45% in March 2020.
The Press release:
Shri Ajay Tyagi, Chairman, SEBI launched “Saa₹thi” – SEBI’s Mobile App on Investor Education at a
function held in Mumbai today. Launching the SEBI App, Shri Tyagi said, “This Mobile App is yet
another initiative of SEBI with a view to empowering investors with knowledge about securities
market. With the recent surge in individual investors entering the market, and more importantly
a large proportion of trading being mobile phone based, this App will be helpful in easily accessing
the relevant information. I am sure that in coming times this App will be popular among the
investors especially the young ones.”
The SEBI Mobile App aims to create awareness among the investors about the basic concepts of
Securities Market, KYC Process, trading and settlement, mutual funds, recent market
developments, investor grievances redressal mechanism, etc. The App is available in Hindi and
English. The Android and iOS versions of the App can be downloaded from Play Store and App
Store respectively.Shri Tyagi exhorted the need for continuous updating of App contents and
making App available in regional languages going forward.
Shri S.K. Mohanty, Whole Time Member, Executive Directors and other officials of SEBI attended
the function.
XI. The Investor Charter
About:
The vision of the investor charter is “to protect the interests of investors by enabling them
to understand the risks involved and invest in a fair, transparent, secure market, and to get
services in a timely and efficient manner.”
The rights include getting fair and equitable treatment, and expecting redressal of investor
grievances filed in the SCORES portal in a time-bound manner.
“This also includes getting quality services from SEBI-recognised market infrastructure
institutions and SEBI-registered intermediaries, regulated entities and asset management
companies,” the charter said.
Background:
The investor charter that was proposed in the Union Budget 2021-2022 with the aim of
protecting investors from mis-selling of financial products, was released by the Securities
and Exchange Board of India (SEBI) on November 17, 2021.
This charter (for investors in the Indian securities market) includes the rights and
responsibilities of investors, and dos and don'ts of investing in the securities market.
The charter has been published to protect the "interests of investors by enabling them to
understand the risks involved and invest in a fair, transparent, secure market, and to get
services in a timely and efficient manner".
XII. Common and Simplified Norms for processing investor’s service request by
RTAs and norms for furnishing PAN, KYC details and Nomination
1. As an on-going measure to enhance the ease of doing business for investors in thesecurities
market, the following norms, with respect to the captioned matter, shall beapplicable;
1.1. Common and simplified norms for processing any service request from the
holder, pertaining to the captioned items, by the RTAs
1.2. Electronic interface for processing investor’s queries, complaints and service
request
1.3. Mandatory furnishing of PAN, KYC details and Nomination by holders of physical
securities
1.4. Freezing of folios without valid PAN, KYC details and Nomination
1.5. Compulsory linking of PAN and Aadhaar by all holders of physical securities
2. Standardized, simplified and common norms for processing investor service request
Investors holding securities in physical mode interface with the RTAs, inter-alia, for
i) Registering of / Change in / Up-dation of: a) PAN, b) Nominee, c) Contact details
(postal address, Mobile number & E-mail), d) Bank details and e) Signature.
ii) Processing of request for: a) Issue of Duplicate securities certificate b)Replacement

/ Renewal / Exchange of securities certificate, c) Consolidation of securities
certificate d) Sub-division / Splitting of securities certificate, e) Consolidation of
folios, f) Endorsement, g) Change in the name of the holder,
h) Change in status from Minor to Major and Resident to NRI and vice versa,
i) Claim for undelivered securities certificate, prior to its transfer Unclaimed
Suspense Account, j) Claim from Unclaimed Suspense (demat) Account k)

Transmission and l) Transposition.
iii) Services through Depository Participants (DPs) for Demat and Remat
In this regard, Norms for processing investor service requests, including the
aforementioned are standardized, simplified and made common across all service request,
as follows;
2.1. Minor mismatch in signature

a) In case of minor mismatch in the signature of the securities holder as available in
the folio of the RTA and the present signature, the RTA, while processing the
service request, shall intimate the holder by Speed post about the minor mis-
match in signature, providing timeline of 15 days for raising objection, if any. In the
absence of any objection, the service requestshall be processed.
b) If the letter returns undelivered or if there is an objection, as aforesaid, the RTA

shall obtain signature verification by the banker before proceeding the service
request.
2.2. Major mismatch in signature or Signature Card is not available

In case of major mismatch in the signature of the holder as available in the folio of the RTA
and the present signature or if the same is not available with the RTA, thenthe holder /
claimant shall furnish original cancelled cheque and banker’s attestationof the signature as
per Form ISR-2.
2.3. Mismatch in name

a) For minor mismatch in name between any two set of documents presentedby
holder / claimant for any service request, the RTA shall additionally obtainany one
of the following documents, explaining the difference in names;
• Unique Identification Number (UID) (Aadhaar)
• Valid Passport
• Driving license
• PAN card with photograph
• Identity card / document with applicant’s Photo, issued by any of the
following: Central / State Government and its Departments, Statutory /
Regulatory Authorities, Public Sector Undertakings, Scheduled Commercial
Banks, Public Financial Institutions.
• Marriage certificate
• Divorce decree
b) The existing norms of the Depositories, to process demat request where there is a
minor mis-match on account of initials not being spelt out fully, orput after or prior
to surname, provided the signature in the Demat Request Form (DRF) matches
with the signature card with the RTA, shall continue tobe in force.
2.4. Furnishing of PAN
a) PAN is mandatory for all transactions in securities market as per circular dated April
27, 2007 and it is also one of the document for proof of identity.Accordingly, it is
reiterated that it is mandatory for all holders and claimantsof physical securities to
furnish PAN and it is mandatory for RTAs to verify PAN details through the facility
as may be provided by the Income Tax Department (ITD). In this regard, SEBI
registered RTAs have been authorized as an eligible entity by the ITD to verify PANs
through its ‘OnlinePAN Bulk Verification’ (PBV) facility.
b) Additionally, the ‘Exemptions/clarifications to PAN’, as provided in clause Dto
‘Instructions/Check List for Filing KYC Forms’ in Annexure – 1 to SEBI circular No.
MIRSD/SE/Cir-21/2011 dated October 05, 2011 on Uniform Know Your Client (KYC)
Requirements for the Securities Market, shall also applicable for holder(s) /
claimant(s) of securities held in physical mode.
2.5. Documents for Proof of Address:

2.5.1 The RTA shall obtain any one of the following documents from the holder
/ claimant, if the address is not available in the folio or for processing the request
for its change;
a) Valid Passport / Registered Lease or Sale Agreement of Residence / Driving
License / Flat Maintenance bill.
b) Utility bills like Telephone Bill (only land line), Electricity bill or Gas bill -
Notmore than 3 months old.
c) Identity card / document with address, issued by any of the following:
Central/State Government and its Departments, Statutory / Regulatory
Authorities, Public Sector Undertakings, Scheduled Commercial
Banks,
Public Financial Institutions
d) For FII / sub account, Power of Attorney given by FII / sub-account to the
Custodians (which are duly notarized and / or apostilled or consularised)
that gives the registered address should be taken.
e) The proof of address in the name of the spouse.
f) Client Master List (CML) of the Demat Account of the holder / claimant,
provided by the Depository Participant.
2.5.2 RTAs shall forthwith send intimation about the request for change in address to
the holder at both the old and new addresses by Speed post, providing, timeline
of 15 days for raising objection, if any.
a) In the absence of any objection, the request shall be processed.
b) If any one of the letter returns undelivered or if there is an objection, the RTA
shall obtain any one of the documents mentioned above reflecting the old
address as available in the folio or counterfoil of dividend warrant received
from the company or bank statement showing credit of dividend.
2.6. Self-attestation to replace Affidavits, Attestation / Notarization

For all service request, except transmission, copies of documents that are summitedin hard
copy shall be processed by the RTA only if the same is self-attested by the holder(s), with
date. It is clarified that the RTA shall not insist on affidavits or attestation / notarization of
documents.
2.7. Indemnity
RTA shall not insist on indemnity for any service request, unless the same is specially
provided in the Companies Act, 2013 or the Rules issued thereunder or inSEBI Regulations
or circulars issued thereunder.
2.8. Form for availing investor services

RTA shall process all investor service request by accepting the duly filled up requestForm ISR-
1(pdf) (word file) to this circular. Listed companies and RTAs shall make this form available
in their websites.
2.9. KYC details across all folios of the holder, maintained by the RTA
RTAs shall update the PAN and KYC details across all the folios of the holder managed by it,
upon specific authorization for the same from the holder, as providedin Form ISR-1(pdf)
(word file).
In this regard, RTA shall update the folio(s) of the holder with the information on 1) present
address, 2) bank details, 3) E-mail address and 4) mobile number from the details available
in the Client Master List (CML), if the holder / claimant provides the CML.
2.10. Mode for providing documents / details by investors
The RTA shall enable the holder / claimant to provide the aforesaid document / details by
any one of the following mode;
a) through ‘In Person Verification’ (IPV): the authorized person of the RTA shallverify
the original documents furnished by the investor and retain copy(ies) with IPV
stamping with date and initials
b) through hard copies which are self-attested and dated
c) through electronic mode with e-sign, as elaborated subsequently.
2.11. Timelines for registering of / up-dation of / change in PAN, KYC andnomination

RTAs shall process any of the aforesaid request from the holder, within seven working days
of receipt of the complete documents / details.
However, as provided in the Rule 19 (10) of the Companies (Share Capital and Debenture)
Rules, 2014, as amended from time to time, the cancellation or changein nomination shall
take effect from the date on which the intimation for the same isreceived by the company
/ RTA.
2.12. Display of contact details of RTAs

RTAs shall provide their complete contact details (viz. postal address, phonenumbers and
e-mail address etc.) in their respective websites. The same shall alsobe provided in the
website of the listed company and also in the stock exchange(s) in which it is listed. RTA
shall arrange to update the same forthwith, as and when there is a change.
2.13. All objections by RTA in once instance
While processing complaints or service request, the RTAs shall raise all objections,if any / at
all, in one instance only; the additional information may be sought only in case of any
deficiency / discrepancy in the documents / details furnished by the holder.
3. Electronic interface for processing queries, complaints and service request

3.1. In addition to responding to queries, complaints and service request through hard
copies, the RTA shall also process the same received through e-mails, provided that it
is received from the e-mail address of the holder which is alreadyregistered with the
RTA. Additionally, in the case of service requests, the documents furnished shall have
e-sign of the holder(s) / claimant(s)
3.2. Through service portal of the RTA

In case the RTA is offering on-line processing of service request thought its portal, then
the holder may submit his / her request or complaint through this portal, using
appropriate credential for login and password. The scanned copiesof the documents
furnished shall have e-sign.
The RTA shall also use the electronic / on-line mode for communicating with the holder
/ claimant for speedier processing.
4. Mandatory furnishing of PAN, KYC details and Nomination by holders ofphysical

securities
4.1. It shall be mandatory for all holders of physical securities in listed company to furnish
the following documents / details to the RTA;
a) PAN
b) Nomination (for all eligible folios)
Details of nomination details shall be furnished hard copy or through electronicmode
with e-signature, separately for each company, as follows;
i. Either,
• Nomination through Form SH-13 as provided in the Rules 19 (1) of
Companies (Shares capital and debenture) Rules, 2014 or
• ‘Declaration to Opt-out’, as per Form ISR-3
ii.In case of cancellation of nomination by the holder(s) through Form SH-14,
then ‘Declaration to Opt-out’ shall be provided by the holder(s)
iii. Securities holder(s) can change their nominee through Form SH-14 Listed
companies, RTAs and Stock Exchanges shall make available these threeforms in their
respective websites.
c) Contact details
Postal address with PIN, Mobile number, E-mail address
RTA shall obtain the folio number from the mobile number and E-mail address
provided by the holder, so as to validate the same.
d) Bank account details (bank name and branch, bank account number, IFS code)
Upon receipt or up-dation of bank details, the RTA shall suo-moto, pay electronically, all
the moneys of / payments to the holder that were previous unclaimed / unsuccessful.
e) Specimen signature
4.2. From the date of issue of this circular, RTAs shall obtain documents / details ofPAN, KYC
details and Nomination, wherever, the same is not available in the folio, while
processing any service requests or complaint from the holder(s) / claimant(s).
5. Freezing of Folios without PAN, KYC details and Nomination

5.1. The folios wherein any one of the cited document / details are not available on or after
April 01, 2023, shall be frozen by the RTA.
5.2. The securities in the frozen folios shall be
a) eligible to lodge grievance or avail service request from the RTA only after
furnishing the complete documents / details as aforesaid
b) eligible for any payment including dividend, interest or redemption paymentonly
through electronic mode and an intimation from the RTA to the holder that the
aforesaid such payment is due and shall be made electronically upon complying
with the requirements in paragraph 4 above.
c) referred by the RTA / listed company to the administering authority under the
Benami Transactions (Prohibitions) Act, 1988 and or Prevention of Money
Laundering Act, 2002, if they continue to remain frozen as on December 31, 2025.
5.3. The RTA shall revert the frozen folios to normal status upon
a) receipt of all the aforesaid documents / details at paragraph 4 above or
b) dematerialization of all the securities in such folios
6. Compulsory linking of PAN and Aadhaar by all holders of physical securitiesin listed
companies
6.1. The Central Board of Direct Taxes (CBDT), vide Notification S.O. 3814(E) dated
September 17, 2021, has extended the date for linking PAN with Aadhaar number to
March 31, 2022. SEBI issued Press Release dated September 03, 2021, advising
a) intermediaries to accept only valid PANs from this aforesaid date, while opening
new accounts
b) existing investors to link their PAN with their Aadhaar number by the date specified
by CBDT.
6.2. Accordingly, from March 31, 2022 or any other date as may be specified by theCBDT,
RTAs shall
a) accept only valid PANs and
b) also verify that the PAN in the existing folios are valid; i.e. whether it is linkedto the
Aadhaar number of the holder.
In this regard, the RTAs may use of the PBV facility from the service providersof ITD.
6.3. Thefolios in which PANs is / are not valid as on the notified cut-off date of March,31, 2022
or any other date as may be specified by the CBDT, shall also be frozen, as detailed in
paragraph 5 above.
7. Intimation to securities holders
Listed companies, RTAs and Stock Exchanges shall disseminate the requirement of the
holders of physical securities of all listed companies to furnish valid PAN, KYC details and
Nomination, on their respective websites. Listed companies shall also directly intimate its
securities holders about folios which are incomplete viz. the aforesaid requirement.
8. This circular shall come into effect from January 01, 2022 and its provisions shall supersede
provisions of previous circulars of SEBI in this regard.
9. RTAs shall provide a certificate of compliance from a practicing Company Secretary,within 45
days of this circular, certifying the changes carried out, systems put in place
/ new operating procedures implemented etc. to comply with the provisions of this circular.
10. Depositories are advised to take necessary steps to;
10.1. Implement the provisions of this circular / make necessary amendment(s) to the
relevant bye-laws / business rules / regulations / operational instructions, as the case
may be,
10.2. bring the provisions of this circular to the notice of their constituents and
10.3. disseminate this circular on their websites.
11. The Stock Exchanges are advised to;

11.1. comply with the relevant portion(s) of this circular applicable to them,
11.2. bring the provisions of this circular to the notice of listed companies and
11.3. disseminate the same on their websites.
12. This circular is issued in exercise of powers conferred under Section 11(1) of the Securities
and Exchange Board of India Act, 1992, read with Regulation 101 of SEBI(Listing Obligations
and Disclosures Regulations) 2015, to protect the interests of investors in securities and to
promote the development of, and to regulate the securities markets.
This circular is available on SEBI website at www.sebi.gov.in

XIII. Introduction of T+1 rolling settlement on an optional basis
About: The day you buy a stock is called the transaction date, but the ownership of the stock
is not usually transferred on the same date. Currently, India follows a T+2 trade settlement
cycle, which means that the ownership of the stock is transferred within two business days
after the transaction.
Background: In the past, when security transactions were done manually, investors would
wait for the particular security, which was in actual certificate form, to get delivered to
them. This delivery date would vary.
Until a few decades ago, the market followed a T+5 system for stocks -- the ownership of the
stock was transferred five business days after the transaction date. The trade settlement
cycle slowly progressed to T+3, and then to T+2 with advancements in technology and the
introduction of electronic trading.
Currently, most developed stock markets, such as Hong Kong, Singapore, Japan, the United
Kingdom and South Korea follow T+2 settlement cycles. In fact, Taiwan, moved back to a T+2
cycle after switching to a T+1 system.
Meanwhile, Mainland China moved to T+1 settlements few years ago. The Securities
Exchange Commission of the United States is also planning to transition to T+1 in the next
two years.
Circular:
1. SEBI, vide circular no. SMD/POLICY/Cir - /03 dated February 6, 2003, shortened the
settlement cycle from T+3 rolling settlement to T+2 w.e.f. April 01, 2003.
2. SEBI has been receiving request from various stakeholders to further shorten the
settlement cycle. Based on discussions with Market Infrastructure Institutions (Stock
Exchanges, Clearing Corporations and Depositories), it has been decided to provide
flexibility to Stock Exchanges to offer either T+1 or T+2 settlement cycle.
3. Accordingly, a Stock Exchange may choose to offer T+1 settlement cycle on any of the
scrips, after giving an advance notice of at least one month, regarding change in the
settlement cycle, to all stakeholders, including the public at large, and also
disseminating the same on its website.
4. After opting for T+1 settlement cycle for a scrip, the Stock Exchange shall have to
mandatorily continue with the same for a minimum period of 6 months. Thereafter,
in case, the Stock Exchange intends to switch back to T+2 settlement cycle, it shall do
so by giving 1-month advance notice to the market.
5. Any subsequent switch (from T+1 to T+2 or vice versa) shall be subject to minimum
period and notice period as mentioned in Para 4 above.
6. There shall be no netting between T+1 and T+2 settlements.
7. The settlement option for security shall be applicable to all types of transactions in
the security on that Stock Exchange. For example, if a security is placed under T+1
Page 2 of 2 settlement on a Stock Exchange, the regular market deals as well as block
deals will follow the T+1 settlement cycle on that Stock Exchange.
8. The provisions of this circular shall come into force with effect from January 01, 2022.
9. Stock Exchanges, Clearing Corporations and Depositories are directed to take
necessary steps to put in place proper systems and procedures for smooth
introduction of T+1 settlement cycle on optional basis, including necessary
amendments to the relevant bye-laws, rules and regulations.
10. 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 Section 10 of the
Securities Contracts (Regulation) Act, 1956 to protect the interests of investors in
securities and to promote the development of, and to regulate the securities market.
11. This circular is available on SEBI website at www.sebi.gov.in at “Legal
Framework→Circulars”.
XIV. Linking of PAN with Aadhaar
About: SEBI has revealed that a PAN card is the one and only identification number for all
transactions in the Securities Market. In view of the CBDT notification, all SEBI registered
entities including Market Infrastructure Institutions (MIIs) must follow compliance of the
notification and accept only those PAN which is linked with Aadhaar number) by the client,
while opening new accounts post-September 30, 2021, or any other date specified by CBDT.
Background: Since, PAN is the sole identification number for all transactions in the securities
market, in view of the CBDT notification, all Sebi registered entities, including market
Infrastructure Institutions, should ensure compliance of the notification and accept only
operative PAN (linked with Aadhaar number) by the client while opening new accounts post-
September 30, the regulator said in a press release.
The Circular:
1. As per Central Board of Direct Taxes (CBDT) notification G.S.R 112(E) dated
February13, 2020, the Permanent Account Number (PAN) of a person allotted as
on July 01, 2017 shall become inoperative if it is not linked with Aadhaar by
September 30, 2021 orany other date specified by CBDT.
2. Since, PAN is sole identification number for all transactions in the Securities
Market, inview of the said CBDT notification, all SEBI registered entities including
Market Infrastructure Institutions (MIIs) should ensure compliance of said
notification and accept only operative PAN (i.e., linked with Aadhaar number) by
the client while openingnew accounts post September 30, 2021 or any other date
specified by CBDT.
3. Also, all the existing investors are advised to ensure linking of their PAN with
Aadhaar number prior to Sept 30, 2021 or any other date specified by CBDT for
continual and smooth transactions in securities market and to avoid any
consequences of non- compliance of said notification on their transactions in
securities market.
XV. SEBI eases the Know Your Client (KYC) Process by enabling online
KYC, use of Technology/ App by the registered intermediary
About:
In order to enable the online KYC process, Sebi said an investor's KYC process can be
completed through online or app-based KYC, in-person verification through video and online
submission of documents through e-signature (eSign).
Background:
The decision has been taken after taking into consideration feedback from various market
participants. The enablement of eSign, Digilocker and electronic signature would facilitate
investor to submit their Officially Valid Documents (OVDs) (proof of identity and proof of
address), for the purpose of KYC to the SEBI intermediary’s online / digital platform, App,
through e-mail or electronic means. SEBI has also allowed eSign mechanism for affixing
cropped signature on the KYC form and on the copy of OVD of the investor.
The Press release:

SEBI has from time to time, taken steps to simplify the process of KYC for investors and
intermediaries. SEBI has allowed the use of technological innovations which can facilitate
online KYC. The use of technology would facilitate the investors to complete the KYC
without the requirement of physically visiting the office of the intermediary.
SEBI has enabled the usage of eSign, Digilocker and electronic signature as permitted by
the Government of India under the Information Technology Act, 2000 and the Rules made
thereunder. The enablement of eSign, Digilocker and electronic signature would facilitate
investor to submit their Officially Valid Documents (OVDs) (proof of identity and proof of
address), for the purpose of KYC to the SEBI intermediary’s online / digital platform, App,
through e-mail or electronic means. SEBI has also allowed eSign mechanism for affixing
cropped signature on the KYC form and on the copy of OVD of the investor.
Intermediary is required to verify the copy of the OVD provided by the investor with the
original OVD. However, for ease of the investor, the OVD shall be deemed to be seen and
verified with the original, where the investor through the eSign mechanism provides the
OVD as a clear photograph/ scanned copy of the original or provides the same as digitally
signed document issued to the DigiLocker by the issuing authority.
SEBI has allowed the investor to complete the KYC process by filling the online KYC form.
The completed online KYC form could be submitted by the investor to the intermediary:
a. By taking a print out of the completed KYC form and after affixing their wet
signature, send the scanned copy / photograph of the same to the intermediary under
Esign, or
b. Affix online the cropped signature on the filled KYC form and submit the same to
the intermediary under Esign.
SEBI has also enabled the implementation of the App by the intermediary, which would
be used for the purpose of online KYC and video in-person verification. The App shall
facilitate taking photograph, scanning, acceptance of OVD through Digilocker, end-to-end
encrypted live audiovisual interaction with the customer, usage of the App only by
authorized person of the RI. The App shall have safety features including guard against
spoofing and such other fraudulent manipulations. The enablement of usage of App would
facilitate the intermediary to undertake KYC in a seamless, real-time, secured manner as
well as save time and money.
While enabling usage of technology, the intermediary is also required to verify the
investor mobile number, e-mail id and the bank details (through penny drop) to cross
verify the information provided by the investor.
XVI. SEBI launches mobile application for lodging investor grievances
About:
SEBI (Securities Exchange Board of India) launches mobile application for lodging
investor grievances in SEBI Complaints Redress System (SCORES) vide Press Release No.
PR No.14/2020 dated 05th Day of March, 2020 to improve the ease of doing business.
This is another effort of SEBI in improving digitalization in securities
Background:
• SCORES mobile app will make it easier for investors to lodge their grievances with
SEBI,
• can now access SCORES at their convenience of a smart phone.
• Will encourage investors to lodge their complaints on SCORES rather than
sending letters to SEBI in physical mode”.
• After mandatory registration on the App, for each grievance lodged, investors
will get an acknowledgement via SMS and e-mail on their registered mobile
numbers and e-mail ID respectively.
• Investors can not only file their grievances but also track the status of their
complaint redressal.
• Investors can also key in reminders for their pending grievances.
• Tools like FAQs on SCORES for better understanding of the complaint handling
process can also be accessed.
• Connectivity to the SEBI Toll Free Helpline number has been provided from the
App for any clarifications/help that investors may require.
The Circular:
In its efforts to improve the ease of doing business, SEBI today launched a Mobile Application
for the convenience of investors to lodge their grievances in SEBI Complaints Redress System
(SCORES). Launching the mobile app, “SEBI SCORES”, Shri Ajay Tyagi, Chairman, SEBI said,
“SCORES mobile app will make it easier for investors to lodge their grievances with SEBI, as
they can now access SCORES at their convenience of a smart phone. The Mobile App, I am
sure, will encourage investors to lodge their complaints on SCORES rather than sending letters
to SEBI in physical mode”. “This is another effort of SEBI in improving digitalization in securities
market”, he added. Whole Time Members, Executive Directors and other officials from SEBI
were also present on the occasion. The App has all the features of SCORES which is presently
available electronically where investors have to lodge their complaints by using internet
medium. After mandatory registration on the App, for each grievance lodged, investors will
get an acknowledgement via SMS and e-mail on their registered mobile numbers and e-mail
ID respectively. Investors can, not only file their grievances but also track the status of their
complaint redressal. Investors can also key in reminders for their pending grievances. Tools
like FAQs on SCORES for better understanding of the complaint handling process can also be
accessed. Connectivity to the SEBI Toll Free Helpline number has been provided from the App
for any clarifications/help that investors may require.
SCORES is a platform designed to help investors to lodge their complaints online with SEBI,
pertaining to securities market, against listed companies, SEBI registered intermediaries and
SEBI recognized Market Infrastructure Institutions. Since its launch in June 2011, SEBI on an
average has received about 40,000 complaints every year. A total of 3,57,000 complaints has
been resolved using SCORES platform, so far. As per SEBI norms, entities against whom
complaints are lodged are required to file an Action Taken Report with SEBI within 30 days of
receipt of complaints. The Mobile App “SEBI SCORES” is available on both iOS and Android
platforms.
XVII. SEBI develops an online system for detecting misuse of clients’ securities by
brokers
About:
Earlier, the markets regulator has taken a number of policy measures like laying down the
early warning mechanism to detect diversion of clients’ funds and securities, restricting broker
to pledge clients’ securities even with the consent of the clients to prevent the misuse of
clients’ securities by brokers.
Background:
According to the regulator, it has been observed that some brokers have misused clients’
securities received as collateral to meet their own settlement obligation or obligations of other
clients. Some brokers have also misused clients’ securities by pledging them with banks and
NBFCs to raise funds for their own use.
SEBI collects the details of the clients’ securities submitted in weekly report filed by brokers
with the exchanges and updates the same with trades conducted in the accounts of said clients
using the data available with SEBI in DWBIS as well as data provided by exchanges, clearing
corporations and depositories pertaining to auction trades, corporate actions, SLBM transfers,
off market trades etc.
The Circular:
In the recent past years, it has been observed that some brokers have misused clients’
securities received as collateral to meet their own settlement obligation or obligations of other
clients. Some brokers have also misused clients’ securities by pledging them with the banks
and NBFCs to raise funds for their own use. Though the Depositories Act provides for
acceptance of client securities as collateral by way of pledge, the collateral of securities is
accepted by way of title transfer of securities by brokers. The client providing collateral in the
form of securities needs to transfer his securities in the name of the broker and once the
securities move out of the demat account of the client, it is not possible for him to keep a track
of use/ misuse of those securities by the broker.
A few brokers have been declared defaulter by the Exchange not on account of failure to meet
settlement obligation but in failing to meet liabilities/ dues to the clients. The available assets
of the broker were found short to meet the clients’ funds and securities obligations. In order
to prevent the misuse of clients’ securities by broker, SEBI has taken a number of policy
measures including laying down early warning mechanism to detect diversion of clients’ funds
and securities, restricting broker to pledge clients’ securities even with the consent of the
client, securities to be transferred to Client account or Client Unpaid Securities Account (CUSA)
within 24 hours of payout, mapping of Unique Client Code with demat account of the client to
detect diversion of payout of securities. SEBI has also directed Clearing Corporations to share
client level pay-in and pay-out obligations with Depositories, and Depositories are required to
check the corresponding debit or credit in the demat account of client and report mismatches
to the Exchanges. This has detected the diversion of clients’ securities received in payout.
SEBI has developed an in – house online system by which it would be able to prepare client
level securities holding register of the brokers. SEBI collects the details of the clients’ securities
submitted in weekly report filed by brokers with the Exchanges and updates the same with
trades conducted in the accounts of said clients using the data available with SEBI in DWBIS as
well as data provided by Exchanges, Clearing Corporations and Depositories pertaining to
auction trades, corporate actions, SLBM transfers, off market trades etc. The securities holding
balance computed is matched with the actual clients’ securities holding in the demat account
and submission made by the broker for the next day. Any mismatch in data is flagged as an
alert for Exchanges.
As such, SEBI has developed the in – house capabilities to online track the movement of client
securities collected by broker as collateral and raise alerts with Exchanges if diversion of
clients’ securities is noticed. These reports are being generated by SEBI on a weekly basis and
three such mismatch reports have already been forwarded to Exchanges for reconciliation
with members. This system is likely to timely detect the misuse of clients’ securities collected
by brokers as collateral or received in pay-out of securities.

SEBI Circulars Handbook - Updated

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SEBI Circulars Handbook - Updated

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A collection of circulars deemed as important for retail investors

1 Increasing Awareness regarding Online Mechanisms for

6 Revision to Operational Circular for issuance of various listed

8 Disclosures in the abridged prospectus and front cover page of

12 Common and Simplified Norms for processing investor’s service

15 SEBI eases the Know Your Client (KYC) Process by enabling

16 SEBI launches mobile application for lodging investor

17 SEBI develops an online system for detecting misuse of clients’

Streamlining the process of public issues:

This circular is available on SEBI website at www.sebi.gov.in under the

1. Presently, in terms of the SEBI(ICDR) Regulations, 2018, in case of non-receipt of

SEBI has integrated regulatory frameworks related to the issuance of non-convertible

1. Chapters I and II of the Operational Circular no. SEBI/HO/DDHS/P/CIR/2021/613 dated

Paragraph 2.1 (c) shall stand modified as follows:

Paragraph 5.3 shall stand modified as follows:

Paragraph 11.3 (a) (ii) shall stand modified as follows:

Chapter II – Application form and Abridged Prospectus

Paragraph 3.1 shall stand modified as follows:

8. This Circular is available at www.sebi.gov.in under the link “Legal Circulars”.

(i) Trade Timings – Annexure A

4. This Circular shall come into force with immediate effect.

5. The Exchanges shall:

7. This circular is issued with the approval of competent authority.

8. This Circular is available on SEBI website www.sebi.gov.in under the category

Transaction charges by the stock exchanges

Framework for Call Auction in Pre-open session

Framework for Block Deals in EGR Segment

Illustrations indicating guidelines for Clubbing of Bulk Deals: -

4.4 Exemptions from Clubbing: As a practice of good corporate governance, the

Unique Client Code (UCC)

I. Disclosures in the Abridged Prospectus

1. Clause 1(a) of Part A - Schedule VI of the ICDR Regulations, specifies information to be

III. General Instructions

NAME OF THE ISSUER COMPANY

CIN: XXXXX , Date of Incorporation: XXX

NAMES OF PROMOTER(S) OF THE COMPANY

Details of Offer to Public

OFS: Offer for Sale

Price Band, Minimum Bid Lot & Indicative

RISKS IN RELATION TO THE FIRST OFFER

PRICE INFORM ATION OF BRLM’s*

Name of BRLM and contact details

BUSINESS OVERVIEW AND STRATEGY

Client Profile or Industries Served:

OBJECTS OF THE ISSUE

Name of monitoring agency, if any

Terms of Issuance of Convertible Security, if any

Convertible securities being offered by

Number/amount of equity shares proposed to be sold by selling shareholders, if any.

RESTATED CONSOLIDATED AUDITED FINANCIALS

(Minimum 5 and maximum 10 risk factors to be specified)

SUMMARY OF OUTSTANDING LITIGATIONS, CLAIMS AND REGULATORY ACTION

ANY OTHER IMPORTANT INFORMATION AS PER BRLM / ISSUER COMPANY

Draft Red Herring Prospectus

updated upon filing with the RoC)

NAME OF THE ISSUER COMPANY

Corporate Identity Number: XXXXXXXXXXXXX

1. As an on-going measure to enhance ease of dealing in securities markets by investors, it has

i. Issue of duplicate securities certificate;

d. The operational guidelines are detailed in the Annexure – A to this circular.

4. The common norms stipulated in SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/655 dated

5. Stock Exchanges and Depositories are advised to: