Sub: Amendment in provision of SEBI (ICDR) Regulations, 2018 relating to cases where minimum promoter’s contribution is not required

As per Securities and Exchange Board of India (Issue of Capital And Disclosure Requirements) Regulations, 2018, Regulation 112 has been amended where minimum promoter’s contribution is not required.

After amendment, w.e.f. 08.01.2021, Regulation 112(b) has been substituted where minimum promoter’s contribution is not required in case of-

b) the equity shares of the issuer are frequently traded on a stock exchange for a period of at least three years immediately preceding the reference date, and:

• i. the issuer has redressed at least ninety-five per cent of the complaints received from the investors till the end of the quarter immediately preceding the month of the reference date, and;
• ii. the issuer has been in compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for a minimum period of three years immediately preceding the reference date

However, if the issuer has not complied with the provisions of the SEBI (LODR) Regulations, 2015, relating to composition of board of directors, for any quarter during the last three years immediately preceding the date of filing of draft offer document/offer document, but is compliant with such provisions at the time of filing of draft offer document/offer document, and adequate disclosures are made in the offer document about such non-compliances during the three years immediately preceding the date of filing the draft offer document/offer document, it shall be deemed as compliance with the condition

Furthermore, where the promoters propose to subscribe to the specified securities offered to the extent greater than higher of the two options available in clause (a) of sub regulation (1) of regulation 113, the subscription in excess of such percentage shall be made at a price determined in terms of the provisions of regulation 164 or the issue price, whichever is higher.

Regulation is available at the link-
https://www.sebi.gov.in/legal/regulations/jan-2020/securities-and-exchange-board-of-india-issue-of-capital-and-disclosure-requirements-regulations-2018-last-amended-on-january-08-2021-_41542.html#lir6

Members may note the above.

Sincerely Yours,


Chairman and Vice Chairman
Corporate Laws & Corporate Governance Committee
The Institute of Chartered Accountants of India