SEBI Circular

SEBI Guidelines for returning of draft offer document and its Resubmission

SEBI laid down guidelines on returning and resubmitting the draft offer documents with the intent to promote and enhance transparency and compliance in the securities market. We will let you know about the importance of adequate disclosures and the key highlights of SEBI’s updated circular.

Key highlights on this circular-

Importance of Adequate Disclosures:

SEBI recognizes that the health of the primary market truly depends upon the provision of comprehensive and timely information given to investors. Adequate and proper disclosure by issuers in offer documents will more likely play an important role in building trust and confidence among potential investors. Such trust is essential to attract more investments and ensure the smooth functioning of the market.

Observations of Non-compliance:

SEBI observed several circumstances where draft offer documents were duly submitted by an issuer, and there was not full compliance as per the disclosure requirements outlined in the VI schedule (ICDR regulations). Non-compliance may include diverse aspects, including incomplete information, inaccuracies, or deviations specifically from duly prescribed formats. Such deficiencies may lead to delays in approval time.

Introduction of Guidelines:

SEBI, in response to the above circumstances, leads a detailed and comprehensive guideline with an intent to address the non-compliance issues and enhance the quality of offer documents. These SEBI guidelines act as a roadmap for issuers, lead managers, and other potential stakeholders who are involved in the preparation and submission of such draft offer documents.

Scrutiny of Draft Offer Documents:

SEBI, under this guideline, is mandated to conduct a thorough examination of draft offer documents so as to assess its compliance in accordance with Schedule VI of the ICDR regulations and other additional guidelines. The SEBI examinations intend to ensure that the relevant documents hold all the requisite, necessary details and are presented in the most accurate and clear manner, which enables the potential investor to make informed decisions.

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Broad Guidelines Provided:

SEBI circular, including the broad guidelines related to the compliance of draft offer documents and their assessment. This guideline covers a wide range of aspects, such as disclosure requirements, formatting standards, and consistency in the information duly presented. SEBI intends to facilitate a more reliable, uniform, and transparent method for document preparation.

No Fees for Resubmission:

SEBI made consideration of the efforts required for revising and resubmitting the non-compliance draft offer documents and has waived the payment fees for resubmissions. This waiver is given with the intent to reduce the financial burden on issuers and encourage timely revisions, thereby expediting the entire approval process.

Immediate Effect:

The guideline outlined in the will come into effect immediately upon its issuance. Such fast implementation showcases SEBI’s commitment to promoting market integrity and investor rights protections.

Dissemination by Recognized Stock Exchanges:

In order to spread awareness and compliance, SEBI mandates the recognized stock exchanges to communicate the material provisions of this circular among listed entities. Moreover, it is mandatory to publish the circular on their website, which will make this circular more accessible to market participants and potential stakeholders.

Legal Authority:

Issuance of this circular is backed by SEBI’s statutory authority conferred as per the Securities and Exchange Board of India Act, 1992, and Regulation 299 of the ICDR Regulations. Such a regulatory framework empowers SEBI to protect the interests of potential investors and maintain market integrity and the proper development of the securities market.

Accessibility of Circular:

 SEBI promotes transparency and accessibility of regulatory framework information by making the entire circular readily available on SEBI’s official website. It can be found under the “Legal Framework → Circulars” section, ensuring the stakeholders can easily locate the guideline as required, thereby with an intent to promote regulatory compliance and best market practices.

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IssueSEBI’s Aim
Ensuring Investor Protection– Protect investor interest using proper disclosure in offer documents to keep away from misleading information.
Streamlining Regulatory Processes– Addressing the non-compliance main causes to streamline the approval processes and ensure timely access to the capital market.
Promoting Market Confidence– Enhancing confidence and trust in the market by creating clear standards for disclosure and offering document preparation and presentation.
How the Guidelines Address the Issues
1. Clarifying Disclosure Requirements– Provide necessary instructions to ensure all information must be given in accordance with Schedule VI of ICDR Regulations.
2. Standardizing Formatting and Presentation– Specifying formatting standards for consistency in offer documents.
3. Facilitating Compliance Through Guidance– Empowering issuers and lead managers with proper guidance to draft offer documents with no errors and omissions.
4. Waiving Resubmission Fees– Encouraging timely resolution of deficiencies by waiving fees to speed up the approval process and reduce financial burden.


With these guidelines, SEBI addresses the existing issues in the preparation and submission of offer documents, enhances the protection of investors, streamlines the regulatory process, and builds confidence and trust in the market. SEBI provide clear instructions and guidance for compliance in order to enhance transparency in the securities market within India. 


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