Amendments to SEBI ICDR Regulations

Introduction of confidential pre-filing mechanism for IPOs


The Securities and Exchange Board of India (SEBI) recently notified an amendment to the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (ICDR Regulations) to inter alia introduce a mechanism for companies seeking to make an initial public offering (IPO) to have their draft offer document vetted by SEBI on a confidential basis, before the draft offer document is made available to the public. This option is available to all companies that are eligible to make an IPO on the main board of a stock exchange.


The key features of the new mechanism are as follows:

  • The company can file the confidential draft offer document (known as the pre-filed draft offer document) with SEBI for its comments, as well as with the stock exchanges with which it proposes to list. The pre-filed draft offer document need not be published and would not be made available for public access by SEBI, and the company need only make a public announcement of having submitted a pre-filed draft offer document without providing any further details.
  • Until SEBI provides its observations on the pre-filed draft offer document, the company may undertake limited marketing of the proposed IPO with qualified institutional buyers (QIBs). A list of the QIBs must be maintained, and SEBI informed once the interactions with the QIBs have been concluded.
  • Once SEBI provides its observations on the pre-filed draft offer document, the company is to incorporate the comments and resubmit the draft offer document (known as the UDRHP-1) with SEBI – the UDRHP-1 is the first iteration of the draft offer document in this process that would become publicly available. The company must then make an announcement inviting public comments on the UDRHP-1 for a period of 21 days from filing of the UDRHP-1. Details of the comments received from the public and consequential changes required to the UDRHP-1 must be communicated to SEBI.
  • A further updated version of the draft offer document (known as UDRHP-2), incorporating public comments received, is to thereafter be filed with SEBI. The UDRHP-2 would then be filed as the red herring prospectus with the Registrar of Companies, prior to the opening of the bidding period in the IPO.
  • Any outstanding convertible securities / right to receive equity shares of the company may remain unconverted / unexercised at the time of filing the pre-filed draft offer document, subject to their being converted / exercised prior to SEBI giving its observations. However, fully paid-up convertible securities which are required to be converted on or before the filing of the red herring prospectus may continue even after SEBI gives its observations on the pre-filed draft offer document.
  • SEBI’s observations on the pre-filed draft offer document remain valid for 18 months (as compared to 12 months validity for SEBI’s observations on a draft red herring prospectus filed under the existing mechanism), though the UDRHP-1 must be filed within 16 months from the receipt of SEBI observations.


The other changes introduced by way of the recent amendment to the ICDR Regulations include:

  • A requirement for certain listed companies making a preferential issue or a qualified institutions placement (QIP) exceeding INR 1,000 million (excluding any secondary component in a QIP) to appoint a monitoring agency to monitor the use of proceeds of the issue until all proceeds have been utilised.
  • Notification of disclosure requirements in the offer document for an IPO with respect to key performance indicators to be made in the section for justification of the issue price for the IPO. This requirement has been made applicable for all IPOs where the red herring prospectus is filed after the coming into effect of the amendment to the ICDR Regulations.


This material is for general information only and is not intended to provide legal advice. This material is distributed with the understanding that the authors are not rendering legal, accounting, or other professional advice or opinions on specific facts or matters and, accordingly, assume no liability whatsoever in connection with its use.




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