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CHAPTER III TRANSFER OF ASSETS, LIABILITIES, ETC., OF THE EXISTING SECURITIES AND EXCHANGE BOARD TO THE
Transfer of assets, liabilities, etc., of existing Securities and Exchange Board to the Board
11A. Board to regulate or prohibit issue of prospectus, offer document or advertisement soliciting money for issue of securities
CHAPTER V
12. Registration of stock-brokers, sub-brokers, share transfer agents, etc.
CHAPTER VA PROHIBITION OF MANIPULATIVE AND DECEPTIVE DEVICES, INSIDER TRADING AND SUBSTANTIAL ACQUISITION OF SECURITIES OR CONTROL 12A. Prohibition of manipulative and deceptive devices, insider trading and substantial acquisition of securities or control
VI
CHAPTER
15A. Penalty for failure to furnish information, return, etc
15B. Penalty for failure by any person to enter into agreement with clients
15C. Penalty for failure to redress investors’ grievances
15D. Penalty for certain defaults in case of mutual funds
15E. Penalty for failure to observe rules and regulations by an asset management company
15EA. Penalty for default in case of alternative investment funds, infrastructure investment trusts and real estate investment trusts
15EB.
15F.
15-I.
15K.
15M.
cation
15MB. Search-cum-Selection Committee for appointment of Technical Members
15MC. Vacancy not to invalidate selection proceeding
15N. Tenure of of ce of Presiding Of cer, Judicial or Technical Members of Securities Appellate Tribunal
15-O. Salary and allowances and other terms and conditions of service of Presiding Of cers
15P. Filling up of vacancies
15PA. Member to act as Presiding Of cer in certain circumstances
15Q. Resignation and removal
15QA. Quali cations, terms and conditions of service of Presiding Of cer and Member
15R. Orders constituting Appellate Tribunal to be nal and not to invalidate its proceedings
15S. Staff of the Securities Appellate Tribunal
15T. Appeal to the Securities Appellate Tribunal
15U. Procedure and powers of the Securities Appellate Tribunal
15V.
15W. Limitation
15X. Presiding Of cer, Members and staff of Securities Appellate Tribunals to be public servants
15Y.
23.
24A. Composition of certain offences
24B.
25. Exemption from tax on wealth and income
26. Cognizance of offences by Courts
26A. Establishment of Special Courts
26B. Offences triable by Special Courts
26C. Appeal and revision
26D. Application of Code to proceedings before Special Court
26E. Transitional provisions
27. Contravention by Companies
28. [Omitted by the Securities Laws (Amendment) Act, 1995, w.e.f. 25-1-1995]
28A. Recovery of amounts
28B. Continuance of
28C. Powers of Board not to apply to
29.
30.
31.
32. Application of other laws not
33.
34.
34A.
CHAPTER II
INITIAL PUBLIC OFFER ON MAIN BOARD
PART I
ELIGIBILITY REQUIREMENTS
4. Reference date 92
5. Entities not eligible to make an initial public offer 92
6. Eligibility requirements for an initial public offer 93
7. General conditions 95
8. Additional conditions for an offer for sale 97
8A. Additional conditions for an offer for sale for issues under sub-regulation (2) of regulation 6 98
PART II
ISSUE OF CONVERTIBLE DEBT INSTRUMENTS AND WARRANTS
9. Eligibility requirements for issue of convertible debt instruments 99
10. Additional requirements for issue of convertible debt instruments 99
11. Conversion of optionally convertible debt instruments into equity shares 100
12. Issue of convertible debt instruments for financing 100
13. Issue of warrants 100
PART III PROMOTERS’ CONTRIBUTION
14. Minimum promoters’ contribution 101
15. Securities ineligible for minimum promoters’ contribution 103
PART IV
LOCK-IN AND RESTRICTIONS ON TRANSFERABILITY
16. Lock-in of specified securities held by the promoters 105
17. Lock-in of specified securities held by persons other than the promoters 106
18. Lock-in of specified securities lent to stabilising agent under the green shoe option 107
19. Lock-in of Partly-paid securities 108
20. Inscription or recording of non-transferability
21. Pledge of locked-in specified securities
22. Transferability of locked-in specified securities
PART V
APPOINTMENT OF LEAD MANAGERS, OTHER INTERMEDIARIES AND COMPLIANCE OFFICER
23. Appointment of lead managers, other intermediaries and compliance officer 109
PART VI
DISCLOSURES IN AND FILING OF OFFER DOCUMENTS
24. Disclosures in the draft offer document and offer document 110
25. Filing of the draft offer document and offer document 110
26. Draft offer document and offer document to be available to the public 112
PART VII
27. Face value of equity shares
28. Pricing
29. Price and price band
30. Differential pricing
PART VIII
ISSUANCE CONDITIONS AND PROCEDURE
31. Minimum offer to public
32. Allocation in the net offer
33. Reservation on a competitive basis
34. Abridged prospectus
35. ASBA
36. Availability of issue material
37. Prohibition on payment of incentives
38. [Omitted by the SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2024, w.e.f. 17-5-2024]
39. IPO grading
40. Underwriting
41. Monitoring agency
42. Public communications, publicity materials, advertisements and research reports
43. Issue-related advertisements
44. Opening of the issue
45. Minimum subscription
46. Period of subscription
47. Application and minimum application value
48. Manner of calls
49. Allotment procedure and basis of allotment
50. Allotment, refund and payment of interest
51. Post-issue advertisements
52. Post-issue responsibilities of the lead manager(s)
53. Release of subscription money
54. Reporting of transactions of the promoters and promoter group and other pre-IPO transactions
55. Post-issue reports
PART IX MISCELLANEOUS
56. Restriction on further capital issues
57. Price stabilisation through green shoe option
58. Alteration of rights of holders of specified securities
59. Post-listing exit opportunity for dissenting shareholders
CHAPTER IIA
INITIAL PUBLIC OFFER ON MAIN BOARD THROUGH PRE-FILING OF DRAFT OFFER DOCUMENT
59A. Definitions
59B. Application of this Chapter
59C. Pre-filing of draft offer document with the Board and Stock Exchanges
59D. Interaction with qualified institutional buyers
59E. General Conditions
CHAPTER III RIGHTS ISSUE
PART I
ELIGIBILITY REQUIREMENTS
60. Reference date
61. Entities not eligible to make a rights issue
62. General conditions
PART II
ISSUE OF CONVERTIBLE DEBT INSTRUMENTS AND WARRANTS
63. Additional requirements for issue of convertible debt instruments
64. Roll over of non-convertible portion of partly convertible debt instruments
65. Conversion of optionally convertible debt instruments into equity shares
66. Issue of convertible debt instruments for financing
67. Issue of warrants
PART III
PART IV
APPOINTMENT OF INTERMEDIARIES
69. Appointment of lead managers, other intermediaries and compliance officer
PART V
DISCLOSURES IN AND FILING OF LETTERS OF OFFER
70. Disclosures in the draft letter of offer and letter of offer
71. Filing of the draft letter of offer and letter of offer
72. Draft letter of offer and letter of offer to be available to the public
73.
74.
75. Letter of offer
76. ASBA
77. Availability of letter of offer and other issue materials
77A. Credit of rights entitlements and allotment of specified securities
77B. Allotment to Specific Investors
78. Conditions for making applications on plain paper
79. Prohibition on payment of incentives
80. [Omitted by the SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2024, w.e.f. 17-5-2024]
81.
83.
90.
PART VIII MISCELLANEOUS
97. Restriction on further capital issues 154
98. Alteration of rights of holders of specified securities 154
PART IX
FAST TRACK RIGHTS ISSUE
99. [Omitted by the SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025, w.e.f. 3-3-2025] 154
100. [Omitted by the SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025, w.e.f. 3-3-2025]
CHAPTER IV FURTHER PUBLIC OFFER
PART I ELIGIBILITY REQUIREMENTS
101. Reference date 157
102. Entities not eligible to make a further public offer 157
103. Eligibility requirements for further public offer 157
104. General conditions 158
105. Additional conditions for an offer for sale 159
PART II
ISSUE OF CONVERTIBLE DEBT INSTRUMENTS AND WARRANTS
106. Eligibility 160
107. Additional requirements for issue of convertible debt instruments 160
108. Roll over of non-convertible portion of partly convertible debt instruments 161
109. Conversion of optionally convertible debt instruments into equity share capital 161
110. Issue of convertible debt instruments for financing 162
111. Issue of warrants 162
PART III
PROMOTERS’ CONTRIBUTION
112. Requirement of minimum promoters’ contribution not applicable in certain cases 163
113. Minimum promoters’ contribution 164
114. Securities ineligible for minimum promoters’ contribution 165
PART IV
LOCK-IN AND RESTRICTIONS ON TRANSFERABILITY
115. Lock-in of specified securities held by the promoters 165
116. Lock-in of specified securities lent to stabilising agent under green shoe option 166
117. Lock-in of partly-paid securities
118. Inscription or recording of non-transferability
119. Pledge of locked-in specified securities
120. Transferability of locked-in specified securities 167
PART V
APPOINTMENT OF LEAD MANAGERS, OTHER INTERMEDIARIES AND COMPLIANCE OFFICER
121. Appointment of lead managers, other intermediaries and compliance officer 168
PART VI
DISCLOSURES IN AND FILING OF OFFER DOCUMENTS
122. Disclosures in the draft offer document and the offer document 169
123. Filing of the draft offer document and offer documents 169
124. Draft offer document and offer document to be available to the public 171
PART VII
125. Face value of equity shares 172
126. Pricing 172
127. Price and price band 172
128. Differential pricing 173
PART VIII
ISSUANCE CONDITIONS AND PROCEDURE
129. Allocation in the net offer
130. Reservation on a competitive basis
131. Abridged prospectus
132. ASBA
133. Availability of issue material
134. Prohibition on payment of incentives
135. [Omitted by the SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2024, w.e.f. 17-5-2024]
136. Underwriting
137. Monitoring agency
138. Public communications, publicity materials, advertisements and research reports
139. Issue-related advertisements
140. Opening of the issue
141. Minimum subscription
142. Period of subscription
143. Application and minimum application value
144. Manner of calls
145. Allotment procedure and basis of allotment
146. Allotment, refund and payment of interest
147. Post-issue Advertisements
148. Post-issue responsibilities of the lead manager(s)
149. Release of subscription money
150. Reporting of transactions by the promoters and promoter group and other pre-offer transactions
151. Post-issue reports
152. Restriction on further capital issues
153. Price stabilisation through green shoe option
154. Alteration of rights of holders of specified securities
PART X
FAST TRACK FURTHER PUBLIC OFFER
155. Eligibility conditions 187
156. Submission of offer document and due diligence certificate 189
157. Post-listing exit opportunity for dissenting shareholders 189
CHAPTER V
PREFERENTIAL ISSUE
158. Provisions of this chapter not to apply in certain cases 189
PART I
ISSUERS INELIGIBLE TO MAKE A PREFERENTIAL ISSUE
159. Issuers ineligible to make a preferential issue
PART II
CONDITIONS FOR PREFERENTIAL ISSUE
160.
161.
162.
PART III DISCLOSURES TO SHAREHOLDERS
163. Disclosures to shareholders
PART IV
164. Pricing of frequently traded shares
164A. Pricing in preferential issue of shares of companies having stressed assets
164B. Optional pricing in preferential issue
165. Pricing of infrequently traded shares
166. Adjustments in pricing - Frequently and Infrequently traded shares
166A. Other conditions for pricing
PART V
LOCK-IN AND RESTRICTIONS ON TRANSFERABILITY
167. Lock-in
167A. Pledge of locked-in specified securities
Transferability
PART VI CONSIDERATION AND ALLOTMENT
169. Payment of consideration
Allotment
Definitions
PART I
CONDITIONS FOR QUALIFIED INSTITUTIONS PLACEMENT 172. Eligibility conditions
173. Conditions for offer for sale by promoters for compliance with minimum public shareholding requirements specified in the Securities Contracts (Regulation) Rules, 1957
173A. Monitoring agency
PART II
APPOINTMENT OF LEAD MANAGERS 174. Appointment of lead managers
PART III PLACEMENT DOCUMENT 175. Placement document
Pricing
PART V
TENURE OF CONVERTIBLE SECURITIES
177. Tenure of convertible securities 212
PART VI TRANSFERABILITY
178. Transferability 212
PART VII APPLICATION AND ALLOTMENT
179. Application and allotment 213
180. Minimum number of allottees 213
CHAPTER VII
INITIAL PUBLIC OFFER OF INDIAN DEPOSITORY RECEIPTS
181. Applicability 214
PART I ELIGIBILITY REQUIREMENTS
182. Reference date 214
183. Eligibility conditions 214
PART II
APPOINTMENT OF LEAD MANAGERS, OTHER INTERMEDIARIES AND COMPLIANCE OFFICER
184. Appointment of lead managers, other intermediaries and compliance officer 215
PART III/IV
DISCLOSURES IN AND FILING OF OFFER DOCUMENTS
185. Disclosures in the draft offer document and offer document 216
186. Filing of the draft offer document and offer document 216
187. Draft offer document and offer document to be available to the public 217
PART V
188. Pricing
189.
190. Differential pricing
PART VI
ISSUANCE CONDITIONS AND PROCEDURE
191. Issuance conditions
192. Allocation in the issue
193. Abridged prospectus
194. ASBA
195. Availability of issue material
196. Prohibition on payment of incentives
197. [Omitted by the SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2024, w.e.f. 17-5-2024]
198.
199.
200. Issue-related advertisements
201. Opening of the issue
203. Period of subscription
204. Allotment procedure and basis of allotment
205. Allotment, refund and payment of interest
206. Post-issue advertisements
207. Post-issue responsibilities of the lead manager(s)
208. Release of subscription money
209. Reporting of transactions by the promoters and promoter group and other pre-IPO transactions
210. Post-issue reports
211. Fungibility
CHAPTER VIII
RIGHTS ISSUE OF INDIAN DEPOSITORY RECEIPTS
212. Applicability
213. Entities not eligible to make a rights issue
214. General conditions
215. Renunciation by an IDR holder 227
216. Depository 227
217. Record date 227
218. Disclosures in the offer document and the addendum 228
219. Appointment of lead managers and compliance officer 228
220. Filing of draft offer document and the addendum for rights offering 228
221. Pricing
222. Availability of Issue Material
223. Issue-related advertisement
224. Period of subscription and issue of allotment letter
225. Utilisation of funds
226. Fast track issue
CHAPTER IX
INITIAL PUBLIC OFFER BY SMALL AND MEDIUM ENTERPRISES
227. Reference date 231
PART I ELIGIBILITY REQUIREMENTS
228. Entities not eligible to make an initial public offer 231
229. Eligibility requirements for an initial public offer 232
230. General conditions 233
PART II
ISSUE OF CONVERTIBLE DEBT INSTRUMENTS AND WARRANTS
231. Issue of convertible debt instruments and warrants 235
232. Additional requirements for issue of convertible debt instruments 235
233. Conversion of optionally convertible debt instruments into equity share capital 236
234. Issue of convertible debt instruments for financing 237
235. Issue of warrants 237
PART III
PROMOTERS’ CONTRIBUTION
236. Minimum promoters’ contribution 237
237. Securities ineligible for minimum promoters’ contribution 239
PART IV
LOCK-IN AND RESTRICTIONS ON TRANSFERABILITY
238. Lock-in of specified securities held by the promoters 241
239. Lock-in of specified securities held by persons other than the promoters 242
240. Lock-in of specified securities lent to stabilising agent under the green shoe option 243
241. Inscription or recording of non-transferability 243
242. Pledge of locked-in specified securities 243
243. Transferability of locked-in specified securities 243
PART V
APPOINTMENT OF LEAD MANAGERS, OTHER INTERMEDIARIES AND COMPLIANCE OFFICER
244. Appointment of lead managers, other intermediaries and compliance officer 244
PART VI
DISCLOSURES IN AND FILING OF OFFER DOCUMENTS
245. Disclosures in the draft offer document and offer document 245
246. Filing of the offer document 246
247. Draft offer document and offer document to be made available to public 246
PART VII
248. Face value of equity shares 247
249. Pricing
250. Price and price band
251. Differential pricing
PART VIII
ISSUANCE CONDITIONS AND PROCEDURE
252. Minimum offer to public 249
253. Allocation in the net offer 249
254. Reservation on a competitive basis 250
255. Abridged prospectus 251
256. ASBA 251
257. Availability of issue material 251
258. Prohibition on payment of incentives 251
259. [Omitted by the SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2024, w.e.f. 17-5-2024]
260. Underwriting
261. Market making
262. Monitoring agency
263. Public communications, publicity materials, advertisements and research reports
264. Issue-related advertisements
265. Opening of the issue
266. Period of subscription
267. Application and minimum application value
268. Allotment procedure and basis of allotment
269. Allotment, refund and payment of interest
270. Post-issue advertisements
271. Post-issue responsibilities of the lead manager(s)
272. Release of subscription money
273. Post-issue reports
274. Reporting of transactions of the promoters and promoter group and other pre-IPO transactions
275. Listing
276. Migration to the SME exchange
277. Migration to the main board
PART IX MISCELLANEOUS
278. Restriction on further capital issues 260
279. Price stabilisation through green shoe option 260
280. Alteration of rights of holders of specified securities 262
281. Further Issues 263
281A. Post-listing exit opportunity for dissenting shareholders 263
CHAPTER X INNOVATORS GROWTH PLATFORM
PART I APPLICABILITY
282. Applicability 263
283. Eligibility 264
PART II
LISTING WITHOUT A PUBLIC ISSUE
284. Listing without a public issue 266
PART III
LISTING PURSUANT TO AN INITIAL PUBLIC OFFER
285. Disclosures in draft offer document and offer document 267
285A. Minimum public shareholding norms and minimum offer size 267
286. Minimum application size 267
287. Allocation and allotment 268
PART IV GENERAL CONDITIONS
288. Lock-in 268
289. Trading lot 270
290. Exit of issuers whose securities are trading without making a public offer 270
290A. [Omitted by the SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022, w.e.f. 14-1-2022] 270
291. Withdrawal of approval by the stock exchange 270
PART V
MIGRATION TO THE MAIN BOARD
292. Granting companies listed on the Innovators Growth Platform pursuant to an initial public offer, an option to trade under the regular category of the main board of the stock exchange
CHAPTER X-A
SOCIAL STOCK EXCHANGE
292A. Definitions
292B. Applicability of the Chapter
292C. Access to Social Stock Exchange
292D. Social Stock Exchange Governing Council
292E. Eligibility conditions for being identified as a Social Enterprise
292F. Requirements relating to registration for a Not for Profit Organization
292G. Fund raising by Social Enterprises
292H. Ineligibility for raising of funds
292-I. Issuance of Zero Coupon Zero Principal Instruments
292J. Eligibility for issuance of Zero Coupon Zero Principal Instruments
292K. Procedure for public issuance of Zero Coupon Zero Principal Instruments by a Not for Profit Organization
292L. Procedure for private issuance of Zero Coupon Zero Principal Instruments by a Not for Profit Organization
292M. Contents of the fund raising document
292N. [Omitted by the SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2023, w.e.f. 21-12-2023]
292-O. Deemed compliance with Securities Contracts (Regulation) Rules, 1957
292P. Termination of listing of Zero Coupon Zero Principal Instruments from the Social Stock Exchange
CHAPTER XI
BONUS ISSUE
293. Conditions for a bonus issue
294. Restrictions on a bonus issue
295. Completion of a bonus issue
CHAPTER XIA
POWER TO RELAX STRICT ENFORCEMENT OF THE REGULATIONS
295A. Exemption from enforcement of the regulations in special cases 283
CHAPTER XII
MISCELLANEOUS
296. Directions by the Board 283
297. Liability for contravention of the Act, rules or the regulations 284
298. Failure to pay fine 284
299. Power to remove difficulty 284
300. Power to relax strict enforcement of the regulations 284
301. Repeal and Savings 285
SCHEDULE I: Lead managers’ inter se allocation of responsibilities 285
SCHEDULE II: Contents of agreement between lead manager(s) and issuer 286
SCHEDULE III: Fees to be paid along with draft offer document/letter of offer or offer document 288
SCHEDULE IV: Filing of offer documents with the board 290
SCHEDULE V: Formats of due diligence certificates 291
SCHEDULE VI: Disclosures in the offer document, abridged prospectus and letter of offer 302
SCHEDULE VII: Disclosures in a placement document 386
SCHEDULE VIII: Disclosures in offer document and abridged prospectus and letter of offer for issue of indian depository receipts 390
SCHEDULE IX: Public communications and publicity materials 416
SCHEDULE X: Formats of advertisements for a public issue 419
SCHEDULE XI: Format of report to be submitted by the monitoring agency 431
SCHEDULE XII: Mandatory collection centres 434
SCHEDULE XIII: Book building process 434
SCHEDULE XIV: Illustration explaining the procedure of allotment 445
SCHEDULE XV: Format of report for green shoe option 454
SCHEDULE XVI: Nature of changes in the offer document requiring ling of updated offer document 455
SCHEDULE XVI-A: Nature of changes in the offer document requiring ling of updated offer document 457
SCHEDULE XVII: Formats of post-issue reports 458
SCHEDULE XVIII: Format of underwriting devolvement statement 463
SCHEDULE XIX: Listing of securities on stock exchanges 464
SCHEDULE XX: Conditions/manner of providing exit opportunity to dissenting shareholders 465
Securities and Exchange Board of India Act, 1992
[15 OF 1992]
An Act to provide for the establishment of a Board to protect the interests of investors in securities and to promote the development of, and to regulate, the securities market and for matters connected therewith or incidental thereto.
BE it enacted by Parliament in the Forty-third Year of the Republic of India as follows :
CHAPTER I PRELIMINARY
Short title, extent and commencement.
1. (1) This Act may be called the Securities and Exchange Board of India Act, 1992.
(2) It extends to the whole of India.
(3) It shall be deemed to have come into force on the 30th day of January, 1992. Definitions.
2. (1) In this Act, unless the context otherwise requires,—
(a) “Board” means the Securities and Exchange Board of India established under section 3;
(b) “Chairman” means the Chairman of the Board;
1[(ba) “collective investment scheme” means any scheme or arrangement which satisfies the conditions specified in section 11AA;]
(c) “existing Securities and Exchange Board” means the Securities and Exchange Board of India constituted under the Resolution of the Government of India in the Department of Economic Affairs No. 1(44) SE/86, dated the 12th day of April, 1988;
(d) “Fund” means the Fund constituted under section 14;
1a[(da) “Insurance Regulatory and Development Authority” means the Insurance Regulatory and Development Authority of India established under
1. Inserted by the Securities Laws (Amendment) Act, 1999, w.e.f. 22-2-2000.
1a. Inserted by the Finance Act, 2017, w.e.f. 26-4-2017.
S. 3 SECURITIES AND EXCHANGE BOARD OF INDIA ACT, 1992 2
sub-section (1) of section 3 of the Insurance Regulatory and Development Authority Act, 1999 (41 of 1999);
(db) “Judicial Member” means a Member of the Securities Appellate Tribunal appointed under sub-section (1) of section 15MA and includes the Presiding Officer;]
(e) “member” means a member of the Board and includes the Chairman;
(f) “notification” means a notification published in the Official Gazette;
1b[(fa) “Pension Fund Regulatory and Development Authority” means the Pension Fund Regulatory and Development Authority established under sub-section (1) of section 3 of the Pension Fund Regulatory and Development Authority Act, 2013 (23 of 2013);]
(g) “prescribed” means prescribed by rules made under this Act;
(h) “regulations” means the regulations made by the Board under this Act;
2[(ha) “Reserve Bank” means the Reserve Bank of India constituted under section 3 of the Reserve Bank of India Act, 1934 (2 of 1934);]
(i) “securities” has the meaning assigned to it in section 2 of the Securities Contracts (Regulation) Act, 1956 (42 of 1956);
1b[(j) “Technical Member” means a Technical Member appointed under sub-section (1) of section 15MB.]
3[(2) Words and expressions used and not defined in this Act but defined in the Securities Contracts (Regulation) Act, 1956 (42 of 1956) 4[or the Depositories Act, 1996], shall have the meanings respectively assigned to them in that Act].
CHAPTER II
ESTABLISHMENT OF THE SECURITIES AND EXCHANGE BOARD OF INDIA
Establishment and incorporation of Board.
3. (1) With effect from such date as the Central Government may, by notification, appoint, there shall be established, for the purposes of this Act, a Board by the name of the Securities and Exchange Board of India.
(2) The Board shall be a body corporate by the name aforesaid, having perpetual succession and a common seal, with power subject to the provisions of this Act, to acquire, hold and dispose of property, both movable and immovable, and to contract, and shall, by the said name, sue or be sued.
1b. Inserted by the Finance Act, 2017, w.e.f. 26-4-2017.
2. Inserted by the SEBI (Amendment) Act, 2002, w.e.f. 29-10-2002.
3. Substituted by the Securities Laws (Amendment) Act, 1995, w.e.f. 25-1-1995. Prior to its substitution, sub-section (2) read as under : “(2) Words and expressions used and not defined in this Act but defined in the Capital Issues (Control) Act, 1947 (29 of 1947), or the Securities Contracts (Regulation) Act, 1956 (42 of 1956), shall have the meanings respectively assigned to them in those Acts.”
4. Inserted by the Depositories Act, 1996, w.r.e.f. 20-9-1995.
3 SECURITIES AND EXCHANGE
BOARD
(3) The head office of the Board shall be at Bombay.
(4) The Board may establish offices at other places in India.
Management of the Board.
4. (1) The Board shall consist of the following members, namely:—
(a) a Chairman;
(b) two members from amongst the officials of the 5[Ministry] of the Central Government dealing with Finance 6[and administration of the Companies Act, 1956 (1 of 1956)];
(c) one member from amongst the officials of 7[the Reserve Bank];
8[(d) five other members of whom at least three shall be the whole-time members,]
to be appointed by the Central Government.
(2) The general superintendence, direction and management of the affairs of the Board shall vest in a Board of members, which may exercise all powers and do all acts and things which may be exercised or done by the Board.
(3) Save as otherwise determined by regulations, the Chairman shall also have powers of general superintendence and direction of the affairs of the Board and may also exercise all powers and do all acts and things which may be exercised or done by that Board.
(4) The Chairman and members referred to in clauses (a) and (d) of sub-section (1) shall be appointed by the Central Government and the members referred to in clauses (b) and (c) of that sub-section shall be nominated by the Central Government and the 9[Reserve Bank] respectively.
(5) The Chairman and the other members referred to in clauses (a) and (d) of sub-section (1) shall be persons of ability, integrity and standing who have shown capacity in dealing with problems relating to securities market or have special knowledge or experience of law, finance, economics, accountancy, administration or in any other discipline which, in the opinion of the Central Government, shall be useful to the Board.
Term of office and conditions of service of Chairman and members of the Board.
5. (1) The term of office and other conditions of service of the Chairman and the members referred to in clause (d) of sub-section (1) of section 4 shall be such as may be prescribed.
(2) Notwithstanding anything contained in sub-section (1), the Central Government shall have the right to terminate the services of the Chairman or a member
5. Substituted for “Ministries” by the SEBI (Amendment) Act, 2002, w.e.f. 29-10-2002.
6. Substituted for “and Law”, ibid.
7. Substituted for “the Reserve Bank of India constituted under section 3 of the Reserve Bank of India Act, 1934 (2 of 1934)”, ibid.
8. Substituted, ibid. Prior to its substitution, clause (d) read as under : “(d) two other members,”
9. Substituted for “Reserve Bank of India” by the SEBI (Amendment) Act, 2002, w.e.f. 29-10-2002.
S. 7A
appointed under clause (d) of sub-section (1) of section 4, at any time before the expiry of the period prescribed under sub-section (1), by giving him notice of not less than three months in writing or three months’ salary and allowances in lieu thereof, and the Chairman or a member, as the case may be, shall also have the right to relinquish his office, at any time before the expiry of the period prescribed under sub-section (1), by giving to the Central Government notice of not less than three months in writing.
Removal of member from office.
6. 10[* * *] The Central Government shall remove a member from office if he—
(a) is, or at any time has been, adjudicated as insolvent;
(b) is of unsound mind and stands so declared by a competent court;
(
c) has been convicted of an offence which, in the opinion of the Central Government, involves a moral turpitude;
(d) 11[* * *]
(
e) has, in the opinion of the Central Government, so abused his position as to render his continuation in office detrimental to the public interest :
Provided that no member shall be removed under this clause unless he has been given a reasonable opportunity of being heard in the matter.
Meetings.
7. (1) The Board shall meet at such times and places, and shall observe such rules of procedure in regard to the transaction of business at its meetings (including quorum at such meetings) as may be provided by regulations.
(2) The Chairman or, if for any reason, he is unable to attend a meeting of the Board, any other member chosen by the members present from amongst themselves at the meeting shall preside at the meeting.
(3) All questions which come up before any meeting of the Board shall be decided by a majority votes of the members present and voting, and, in the event of an equality of votes, the Chairman, or in his absence, the person presiding, shall have a second or casting vote.
12[Member not to participate in meetings in certain cases.
7A. Any member, who is a director of a company and who as such director has any direct or indirect pecuniary interest in any matter coming up for consideration at a meeting of the Board, shall, as soon as possible after relevant circumstances have come to his knowledge, disclose the nature of his interest at such meeting and such disclosure shall be recorded in the proceedings of the Board, and the member shall not take any part in any deliberation or decision of the Board with respect to that matter.]
10. “(1)” omitted by the Securities Laws (Amendment) Act, 1995, w.e.f. 25-1-1995.
11. Omitted, ibid. Prior to omission, clause (d) read as under : “(d) is appointed as a director of a company;”
12. Inserted by the Securities Laws (Amendment) Act, 1995, w.e.f. 25-1-1995.
Vacancies, etc., not to invalidate proceedings of Board.
8. No act or proceeding of the Board shall be invalid merely by reason of—
(
a) any vacancy in, or any defect in the constitution of, the Board; or
(b) any defect in the appointment of a person acting as a member of the Board; or
(
c) any irregularity in the procedure of the Board not affecting the merits of the case.
Officers and employees of the Board.
9. (1) The Board may appoint such other officers and employees as it considers necessary for the efficient discharge of its functions under this Act.
(2) The term and other conditions of service of officers and employees of the Board appointed under sub-section (1) shall be such as may be determined by regulations.
CHAPTER III
TRANSFER OF ASSETS, LIABILITIES, ETC., OF THE EXISTING SECURITIES AND EXCHANGE BOARD TO THE BOARD
Transfer of assets, liabilities, etc., of existing Securities and Exchange Board to the Board.
10. (1) On and from the date of establishment of the Board,—
(
(
(
(
(
(
(
a) any reference to the existing Securities and Exchange Board in any law other than this Act or in any contract or other instrument shall be deemed as a reference to the Board;
b) all properties and assets, movable and immovable, of, or belonging to, the existing Securities and Exchange Board, shall vest in the Board;
c) all rights and liabilities of the existing Securities and Exchange Board shall be transferred to, and be the rights and liabilities of, the Board;
d) without prejudice to the provisions of clause (c), all debts, obligations and liabilities incurred, all contracts entered into and all matters and things engaged to be done by, with or for the existing Securities and Exchange Board immediately before that date, for or in connection with the purpose of the said existing Board shall be deemed to have been incurred, entered into, or engaged to be done by, with or for, the Board;
e) all sums of money due to the existing Securities and Exchange Board immediately before that date shall be deemed to be due to the Board;
f) all suits and other legal proceedings instituted or which could have been instituted by or against the existing Securities and Exchange Board immediately before that date may be continued or may be instituted by or against the Board; and
g) every employee holding any office under the existing Securities and Exchange Board immediately before that date shall hold his office in the Board by the same tenure and upon the same terms and conditions of service as respects remuneration, leave, provident fund, retirement and 5
other terminal benefits as he would have held such office if the Board had not been established and shall continue to do so as an employee of the Board or until the expiry of the period of six months from that date if such employee opts not to be the employee of the Board within such period.
(2) Notwithstanding anything contained in the Industrial Disputes Act, 1947 (14 of 1947), or in any other law for the time being in force, absorption of any employee by the Board in its regular service under this section shall not entitle such employee to any compensation under that Act or other law and no such claim shall be entertained by any court, tribunal or other authority.
CHAPTER IV
POWERS AND FUNCTIONS OF THE BOARD
Functions of Board.
11. (1) Subject to the provisions of this Act, it shall be the duty of the Board to protect the interests of investors in securities and to promote the development of, and to regulate the securities market, by such measures as it thinks fit.
(2) Without prejudice to the generality of the foregoing provisions, the measures referred to therein may provide for—
(a) regulating the business in stock exchanges and any other securities markets;
(
b) registering and regulating the working of stock brokers, sub-brokers, share transfer agents, bankers to an issue, trustees of trust deeds, registrars to an issue, merchant bank ers, underwriters, portfolio managers, investment advisers and such other intermediaries who may be associated with securities markets in any manner;
13[(ba) registering and regulating the working of the depositories 14[, participants], custodians of securities, foreign institutional investors, credit rating agencies and such other intermediaries as the Board may, by notification, specify in this behalf;]
(c) registering and regulating the working of 15[venture capital funds and collective investment schemes], including mutual funds;
(d) promoting and regulating self-regulatory organisations;
(e) prohibiting fraudulent and unfair trade practices relating to securities markets;
(f) promoting investors’ education and training of intermediaries of securities markets;
13. Inserted by the Securities Laws (Amendment) Act, 1995, w.e.f. 25-1-1995.
14. Inserted by the Depositories Act, 1996, w.r.e.f. 20-9-1995.
15. Substituted for “collective investment schemes” by the Securities Laws (Amendment) Act, 1995, w.e.f. 25-1-1995. S. 11
(g) prohibiting insider trading in securities;
(h) regulating substantial acquisition of shares and take over of companies;
(i) calling for information from, undertaking inspection, conducting inquiries and audits of the 16[stock exchanges, mutual funds, other persons associated with the securities market], intermediaries and self-regulatory organisations in the securities market;
17[(ia) calling for information and records from any person including any bank or any other authority or board or corporation established or constituted by or under any Central or State Act which, in the opinion of the Board, shall be relevant to any investigation or inquiry by the Board in respect of any transaction in securities;]
18[(ib) calling for information from, or furnishing information to, other authorities, whether in India or outside India, having functions similar to those of the Board, in the matters relating to the prevention or detection of violations in respect of securities laws, subject to the provisions of other laws for the time being in force in this regard:
Provided that the Board, for the purpose of furnishing any information to any authority outside India, may enter into an arrangement or agreement or understanding with such authority with the prior approval of the Central Government;]
(j) performing such functions and exercising such powers under the provisions of 19[* * *] the Securities Contracts (Regulation) Act, 1956 (42 of 1956), as may be delegated to it by the Central Government;
(k) levying fees or other charges for carrying out the purposes of this section;
(l) conducting research for the above purposes;
20[(la) calling from or furnishing to any such agencies, as may be specified by the Board, such information as may be considered necessary by it for the efficient discharge of its functions;]
(
m) performing such other functions as may be prescribed.
21[(2A) Without prejudice to the provisions contained in sub-section (2), the Board may take measures to undertake inspection of any book, or register, or other
16. Substituted for “stock exchanges and” by the Securities Laws (Amendment) Act, 1995, w.e.f. 25-1-1995.
17. Substituted by the Securities Laws (Amendment) Act, 2014, w.r.e.f. 18-7-2013. Prior to its substitution, clause (ia), as inserted by the SEBI (Amendment) Act, 2002, w.e.f. 29-10-2002, read as under :
“(ia) calling for information and record from any bank or any other authority or board or corporation established or constituted by or under any Central, State or Provincial Act in respect of any transaction in securities which is under investigation or inquiry by the Board;”
18. Inserted by the Securities Laws (Amendment) Act, 2014, w.r.e.f. 6-3-1998.
19. Words “the Capital Issues (Control) Act, 1947 (29 of 1947), and” omitted by the Securities Laws (Amendment) Act, 1995, w.e.f. 25-1-1995.
20. Inserted, ibid.
21. Inserted by the SEBI (Amendment) Act, 2002, w.e.f. 29-10-2002.
document or record of any listed public company or a public company (not being intermediaries referred to in section 12) which intends to get its securities listed on any recognised stock exchange where the Board has reasonable grounds to believe that such company has been indulging in insider trading or fraudulent and unfair trade practices relating to securities market.]
22[(3) Notwithstanding anything contained in any other law for the time being in force while exercising the powers under 23[clause (i) or clause (ia) of sub-section (2) or sub-section (2A)], the Board shall have the same powers as are vested in a civil court under the Code of Civil Procedure, 1908 (5 of 1908), while trying a suit, in respect of the following matters, namely :—
(i) the discovery and production of books of account and other documents, at such place and such time as may be specified by the Board;
(ii) summoning and enforcing the attendance of persons and examining them on oath;
(iii) inspection of any books, registers and other documents of any person referred to in section 12, at any place;]
24[(iv) inspection of any book, or register, or other document or record of the company referred to in sub-section (2A);
(v) issuing commissions for the examination of witnesses or documents.]
24[(4) Without prejudice to the provisions contained in sub-sections (1), (2), (2A) and (3) and section 11B, the Board may, by an order, for reasons to be recorded in writing, in the interests of investors or securities market, take any of the following measures, either pending investigation or inquiry or on completion of such investigation or inquiry, namely:—
(
a) suspend the trading of any security in a recognised stock exchange;
(b) restrain persons from accessing the securities market and prohibit any person associated with securities market to buy, sell or deal in securities;
(c) suspend any office-bearer of any stock exchange or self-regulatory organisation from holding such position;
(d) impound and retain the proceeds or securities in respect of any transaction which is under investigation;
24a[(e) attach, for a period not exceeding ninety days, bank accounts or other property of any intermediary or any person associated with the securities
22. Inserted by the Securities Laws (Amendment) Act, 1995, w.e.f. 25-1-1995.
23. Substituted for “clause (i) of sub-section (2)” by the SEBI (Amendment) Act, 2002, w.e.f. 2910-2002.
24. Inserted, ibid.
24a. Substituted by the Banning of Unregulated Deposit Schemes Act, 2019, w.r.e.f. 21-2-2019. Prior to its substitution, clause (e) read as under :
“(e) attach, after passing of an order on an application made for approval by the Judicial Magistrate of the first class having jurisdiction, for a period not exceeding one month, one or more bank account or accounts of any intermediary or any person associated with the securities market in any manner involved in violation of any of the provisions of this Act, or the rules or the regulations made thereunder :
(Contd. on Page 9)
9 SECURITIES AND EXCHANGE BOARD OF INDIA ACT, 1992 S. 11
market in any manner involved in violation of any of the provisions of this Act, or the rules or the regulations made thereunder:
Provided that the Board shall, within ninety days of the said attachment, obtain confirmation of the said attachment from the Special Court, established under section 26A, having jurisdiction and on such confirmation, such attachment shall continue during the pendency of the aforesaid proceedings and on conclusion of the said proceedings, the provisions of section 28A shall apply:
Provided further that only property, bank account or accounts or any transaction entered therein, so far as it relates to the proceeds actually involved in violation of any of the provisions of this Act, or the rules or the regulations made thereunder shall be allowed to be attached;]
(f) direct any intermediary or any person associated with the securities market in any manner not to dispose of or alienate an asset forming part of any transaction which is under investigation :
Provided that the Board may, without prejudice to the provisions contained in sub-section (2) or sub-section (2A), take any of the measures specified in clause (d) or clause (e) or clause (f), in respect of any listed public company or a public company (not being intermediaries referred to in section 12) which intends to get its securities listed on any recognised stock exchange where the Board has reasonable grounds to believe that such company has been indulging in insider trading or fraudulent and unfair trade practices relating to securities market :
Provided further that the Board shall, either before or after passing such orders, give an opportunity of hearing to such intermediaries or persons concerned.]
24b[(4A) Without prejudice to the provisions contained in sub-sections (1), (2), (2A), (3) and (4), section 11B and section 15-I, the Board may, by an order, for reasons to be recorded in writing, levy penalty under sections 15A, 15B, 15C, 15D, 15E, 15EA, 15EB, 15F, 15G, 15H, 15HA and 15HB after holding an inquiry in the prescribed manner.]
25[(5) The amount disgorged, pursuant to a direction issued, under section 11B of this Act or section 12A of the Securities Contracts (Regulation) Act, 1956 (42 of 1956) or section 19 of the Depositories Act, 1996 (22 of 1996) 24b[or under a settlement made under section 15JB or section 23JA of the Securities Contracts (Regulation) Act, 1956 (42 of 1956) or section 19-IA of the Depositories Act, 1996 (22 of 1996)], as the case may be, shall be credited to the Investor Protection and Education Fund established by the Board and such amount shall be utilised by the Board in accordance with the regulations made under this Act.]
(Contd. from Page 8)
Provided that only the bank account or accounts or any transaction entered therein, so far as it relates to the proceeds actually involved in violation of any of the provisions of this Act, or the rules or the regulations made thereunder shall be allowed to be attached;”
24b. Inserted by the Finance Act, 2018, w.e.f. 8-3-2019.
25. Inserted by the Securities Laws (Amendment) Act, 2014, w.r.e.f. 18-7-2013.
SECURITIES AND EXCHANGE BOARD OF INDIA ACT 1992 WITH SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE
OF CAPITAL AND DISCLOSURE REQUIREMENTS)
REGULATIONS 2018 – BARE ACT WITH SECTION NOTES
AUTHOR : Taxmann's Editorial Board
PUBLISHER : Taxmann
DATE OF PUBLICATION : December 2025
EDITION : 2026 Edition
ISBN NO : 9789371262033
NO. OF PAGES : 500
BINDING TYPE : Paperback
Rs. 575
DESCRIPTION
Securities and Exchange Board of India Act 1992 with Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations 2018 [Bare Act with Section Notes] by Taxmann is an authoritative statutory resource that provides a clear understanding of India's securities market regulatory framework. The 2026 Edition presents the complete and updated text of the SEBI Act 1992, along with the SEBI (ICDR) Regulations 2018, supported by concise section-wise and regulation-wise notes. The publication enables readers to understand SEBI's statutory powers, regulatory structure, and the legal framework governing the issue of capital, disclosures, and market regulation in India. This book is intended for the following audience:
• Legal Practitioners & Judges
• Chartered Accountants, Company Secretaries & Cost Accountants
• Investment Bankers & Market Intermediaries
• Corporate & In-house Legal Teams
• Regulators, Compliance Officers & Market Participants
• Academicians & Students
The Present Publication is the 2026 Edition, covering the amended and updated text of the Securities and Exchange Board of India Act [Act No. 15 of 1992] and Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations 2018, with the following noteworthy features:
• [Complete Text of the Act & Regulations] Fully updated text of the SEBI Act 1992 and the SEBI (ICDR) vRegulations 2018
• [Updated Amendments & Regulatory Changes] Incorporates amendments and regulatory updates applicable up to date
• [Pre-amendment Provisions] Earlier versions of amended provisions are included in relevant footnotes
• [Section-wise & Regulation-wise Notes] Concise notes explaining scope, intent, and regulatory implications
• [Capital Issue & Disclosure Framework] Structured coverage of eligibility, disclosures, pricing, allotment, and listing requirements
• [User-friendly Layout] Clear presentation enabling quick navigation across SEBI powers, regulations, and enforcement
• [Reference to Allied Provisions] Cross-references to aid understanding of interlinked statutory and regulatory provisions
