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MASTER CIRCULAR FOR ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS
The Securities and Exchange Board of India ("SEBI") has issued an updated Master Circular1 for Issue of Capital and Disclosure Requirements ("SEBI ICDR Master Circular"), consolidating all extant circulars and directions issued under the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("SEBI ICDR Regulations"). Originally issued on June 21, 2023 and subsequently updated on November 11, 2024, the SEBI ICDR Master Circular has now been further revised to incorporate all relevant circulars issued up to December 31, 2025, with necessary modifications to align the consolidated framework with provisions currently in force. The objective is to provide stakeholders with a single, comprehensive reference document for compliance under the SEBI ICDR Regulations.
Consequent to this issuance, all circulars listed in the appendix of the SEBI ICDR Master Circular stand rescinded to the extent they relate to the SEBI ICDR Regulations; however, such rescission is expressly subject to robust saving provisions. Actions taken, applications filed, rights accrued, liabilities incurred, penalties imposed, and investigations or legal proceedings initiated under the rescinded circulars remain valid and unaffected, and shall be deemed to have been undertaken under the corresponding provisions of the present SEBI ICDR Master Circular. The update thus ensures regulatory consolidation and clarity while preserving legal continuity and safeguarding investor interests.
The additional circulars rescinded by the SEBI ICDR Master Circular are as follows-
MASTER CIRCULAR FOR REGISTRARS TO AN ISSUE AND SHARE TRANSFER AGENTS
The Securities and Exchange Board of India ("SEBI") has issued an updated Master Circular2 for Registrars to an Issue and Share Transfer Agents ("SEBI RTA Master Circular"), consolidating all applicable circulars governing Registrars to an Issue and Share Transfer Agents ("RTA"), with the objective of ensuring effective regulation and providing stakeholders with a single, comprehensive reference circular.
Upon its issuance, all earlier circulars specified in the appendix stand rescinded to the extent they pertain to RTAs. However, the rescission is expressly subject to saving provisions: actions taken, applications filed and pending, rights accrued, liabilities incurred, penalties imposed, and investigations or legal proceedings initiated under the rescinded circulars shall remain valid and enforceable as though such circulars had continued in force.
The additional circulars rescinded by the SEBI RTA Master Circular are as follows-
- May 23, 2025 SEBI/HO/MIRSD/SECFATF/P/CIR/2025/74 -- Accessibility and Inclusiveness of Digital KYC to Persons with Disabilities
- September 19, 2025 - SEBI/HO/MIRSD/MIRSD PoD/P/CIR/2025/130 - Ease of Doing Investment - Smooth transmission of securities from Nominee to Legal Heir
- December 24, 2025 - HO/38/13/11(3)2025-MIRSD POD/l/1102/2025 - Ease of Doing Investment- Review of simplification of procedure and standardization of formats of documents for issuance of duplicate certificates.
- January 30, 2026 - HO/38/13/(3)2026-MIRSD POD/l/3763/2026 - Ease of Doing Investment and Ease of Doing Business- Doing away with requirement of issuance of Letter of Confirmation ("LOC") and to effect direct credit of securities in dematerialisation account of the investor.
- January 30, 2026 - HO/38/13/11(2)2026-MIRSD POD/l/3750/2026 - Ease of Doing Investment- Special Window for Transfer and Dematerialisation of Physical Securities
CIRCULAR ON CREATION/INVOCATION OF PLEDGE OF SECURITIES THROUGH DEPOSITORY SYSTEM
The Securities and Exchange Board of India ("SEBI"), vide its circular3 has amended the framework governing the creation and invocation of pledge of securities through the depository system. The circular modifies paragraph 4.13 of the SEBI Master Circular for Depositories dated December 3, 2024, read with Regulation 79 of the Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018, to align the pledge mechanism with Sections 176 and 177 of the Indian Contract Act, 1872. These provisions require the pledgee (pawnee) to provide reasonable notice to the pledger (pawnor) prior to sale of pledged securities.
Accordingly, depositories are now required to incorporate undertakings in their standardized pledge request forms, wherein the pledgee confirms compliance with the notice requirement and both parties undertake to adhere to applicable legal and regulatory provisions. Further, upon invocation of a pledge, depositories must notify both parties and record the pledgee as the beneficial owner in accordance with the regulations. The depositories have been directed to amend their bye-laws, implement necessary system changes, and disseminate the circular to participants.
The provisions of this circular shall be implemented on or before April 6, 2026.
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