TaxTMI 
TaxTMI 
Securities And Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2025.
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....h day from the date of their publication in the Official Gazette. 3. In the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, - I. in regulation 2, in sub-regulation (1), in clause (ss), after sub-clause (xiii), the following sub-clause shall be inserted, namely, - "(xiv) accredited investors as defined in clause (ab) of sub-regulation (1) of regulation 2 of the Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012, for the limited purpose of their investment in Angel Funds registered with the Board, under the Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012.". II. in regulation 7, in sub-regulation (1), clause (c) shall be substituted with the following clause, namely, - "(c) all its specified securities held by - (i) the promoters, (ii) the promoter group, (iii) the selling shareholder(s), (iv) the directors, (v) the key managerial personnel, (vi) the senior management, (vii) qualified institutional buyer(s), (viii) employees, (ix) shareholders hol....
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.... in regulation 105, in the third proviso, the existing clause b) shall be substituted with the following clause, namely, - "b) if the equity shares or equity shares arising out of conversion of fully paid-up compulsorily convertible securities are offered for sale where such equity shares or fully paid-up compulsorily convertible securities were acquired pursuant to any scheme approved by a High Court or approved by a Tribunal or the Central Government under sections 230 to 234 of the Companies Act, 2013, as applicable, in lieu of business and invested capital, which had been in existence for a period of more than one year prior to approval of such scheme;". VI. in regulation 230, in sub-regulation (1), clause (d) shall be substituted with the following clause, namely, - "(d) all its specified securities held by - (i) the promoters, (ii) the promoter group, (iii) the selling shareholder(s), (iv) the directors, (v) the key managerial personnel, (vi) the senior management, (vii) qualified institutional buyer(s), (viii) employees, (ix) shareholders holding SR equity Shares, (....
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...."(v) a charitable society registered under the Societies Registration Act of the relevant State;" 6) in the renumbered sub-clause (vi), a. the word "incorporated" shall be substituted with the word "registered"; b. after the symbols, words and numerals "Companies Act, 2013 (18 of 2013)" and before the symbol ";", the symbols, words and numerals "including a company registered under section 25 of the repealed Companies Act, 1956" shall be inserted; 7) the existing sub-clause (v) shall be renumbered as sub-clause (vii); B. the existing clause (g), shall be substituted with the following clause, namely, - "(g) "Social Impact Assessment Organization" means any entity which has - (i) employed Social Impact Assessor(s) with a track record of minimum three years in conducting social impact assessment; or (ii) employed at least two full time Social Impact Assessors, each with a minimum experience of three years, in conducting social impact assessment, who shall sign the social impact assessment report;". IX. in regulation 292E, in sub-regulation (2), A. in clause (a), - 1) the words "be indulged" s....
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....gation measures, if any, adopted to reduce or eliminate such risk shall be disclosed."; C. in clause (7), in the heading, the words "Use of proceeds" shall be substituted with the words "Objects of issue and use of issue proceeds"; D. the exiting clause (8), shall be substituted with the following clause, namely, - "(8) Capitalization Statement: i. Capitalisation Statement showing total borrowings, total equity, and the borrowing/ equity ratios before and after the issue is made shall be incorporated. It shall be prepared on the basis of the Consolidated Financial Statement for the latest financial year or when applicable at the end of the stub period. In case of any change in the share capital since the date as of which the financial information has been disclosed in the placement document, a note explaining the nature of the change shall be given. ii. Capital Structure a) Authorised, issued and subscribed capital, after suitable incorporation of the outstanding convertible securities (number of securities, description and aggregate nominal value) b) Paid-up capital i. before the issue ii. after the i....
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....i. Material violations of the statutory regulations by the issuer. iii. Economic offences where proceedings have been initiated against the issuer. For the purpose of determining materiality, the threshold shall be lower of threshold criteria mentioned below- i. As per the policy of materiality defined by the board of directors of the issuer and disclosed in the placement document; ii. Litigation where the value or expected impact in terms of value, exceeds the lower of the following: a) Two percent of turnover, as per the last audited consolidated financial statements of the issuer; b) two percent of net worth, as per the last audited consolidated financial statements of the issuer, except in case the arithmetic value of the net worth is negative; or c) five percent of the average of absolute value of profit or loss after tax, as per the last three audited consolidated financial statements of the issuer."; K. the existing clauses (15), (17), (18), (20), (21), (22), and (23) shall be renumbered as clauses (12), (14), (15), (17), (18), (19), and (20) respectively. L. after the clause (20) so renumbered,....
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....e notification No. SEBI/LAD-NRO/GN/2020/10. (j) May 08, 2020 by the Securities and Exchange Board of India (Payment of Fees) (Amendment) Regulations, 2020, vide notification No. SEBI/LAD-NRO/GN/2020/11. (k) June 16, 2020 by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2020, vide notification No. SEBI/LAD- NRO/GN/2020/17. (l) June 22, 2020 by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2020, vide notification No. SEBI/LAD- NRO/GN/2020/18. (m) July 1, 2020 by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2020, vide notification No. SEBI/LAD- NRO/GN/2020/21. (n) September 28, 2020 by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2020, vide notification No. SEBI/LAD- NRO/GN/2020/31. (o) January 8, 2021 by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2021, vide notificati....