SEBI ( Disclosure &

Investors Protection )
Guidelines , 2000
Introduction
 One of the primary role of Security Exchange Board of
India ( SEBI ) is to protect the interest of investors.

 SEBI framed its Disclosure and Investors Protection

Guidelines (DIP guidelines ) in 1992.

 In 2000, SEBI issued “Securities and Exchanges Board of

India ( Disclosure and Investors Protection ) Guidelines,
2000” which is compilation of all circulars organised in
chapter form
 Applicability of the ( SEBI Guidelines ) :

SEBI Guidelines :

 Way in which SEBI ensures compliance with

SEBI Guidelines
Contents of DIP Guidelines

DIP guidelines are divided into chapter and schedules.

 Chapters

 Schedules
CHAPTER 1- DEFINITION
1) Abridged prospectus
2) Act
3) Advertisement
4) Application Supported by Blocked
Amount
5) ASBA Investors
6) Book Building
7) Collection Centre
8) Composite Issues
9) Convertible Debt Instrument
10) Credit Rating Agency
11) Designated Financial Institution
12) Debt- Instrument
13) Depository
14) Designated Stock Exchange
15) Employee means
16) Fast Track Issue
17) Firm Allotment
18) Green Shoe option
19) Guidelines
20) Infrastructure Company
21) Issuer Company
22) Listed Company
23) Market makers
24) Merchant banker
25) Networth
26) Offer Document
27) Offer for Sale
28) Preferential Allotment
29) Public issue
30) Public financial Institution
31) Retail Individual Investor
32) Qualified Institutional Buyer
31) Retail Individual Investor
32) Qualified Institutional Buyer
33) Resident Retail Individual Investors
34) Retail Individual Investor
35) Retail Individual shareholder
36) Right Issue
37) Schedule
38) Self Certified Syndicate Bank
39) Shelf Prospectus
40) undertaking
CHAPTER 2 – ELIGIBILITY NORMS FOR
COMPANIES ISSUING SECURITIES
A)Condition for issue of securities
B)Initial public offerings by unlisted companies
C)Offer for sale
D)Public issue by listed companies
E) Exemption from eligibility norms
F) Credit rating for debt instrument
G)Initial public offer grading
H)Outstanding warrant of financial instrument
 Partly paid- up shares
 Means of finance
 Fast track issue
CHAPTER 3 – PRICING BY COMPANIES ISSUING SECURITIES

A)Public/ Right issue by listed companies

B) Public issue by unlisted companies
C) Infrastructure companies
D)Initial public issue by banks
E) Differential pricing
F) Price bond
G)Payment of discount / commissions,
H)Freedom to determine the denomination of shares for
public/ right issue and to change the standard
denomination
 4
CHAPTER – PROMOTERS CONTRIBUTION & LOCK – IN
REQUIREMENTS

CHAPTER 5 – PRE – ISSUE OBLIGATION

1) The lead merchant banker shall exercise due diligence

2) Documents to be submitted along with the offer
document by the lead manger
 Memorandum of understanding
 Due diligence certificate
 Certificate signed by the company secretary
 Undertaking
 List of promoters ‘ Group and other Detail
3) Appointment of merchant bankers
 Appointment of merchant banker
 Appointment of other intermediaries

4) Undertaking
5) Offer document to be made public
6) Despatch of issue material
7) Authorised collection
8) Advertisement for right post issues
9) Appointment of compliance officer
10)Abridged prospectus
11)Agreements with Depositories
CHAPTER 6 – CONTENTS OF OFFER
DOCUMENTS
Section 1 - content of the prospectus
1) Cover pages
 Front cover pages
 Back cove pages
2) Table of contents
3) Definition and Abbreviations
4) Risk factors
5) Introduction
 Summary Information
 General information
 Capital structure
 Object of the offering
6) About the issuer company
 Industry overview
 Business overview
 Key Industry regulation
 History and corporate structure of the issuer company
 Management
 Promoters/ principal shareholder
 Exchange rate
 Currency of presentation
 Dividend policy
7) Financial statement
8) Legal and other information
 Outstanding litigation and material development
 Government approvals / licensing arrangement
9) Other regulatory and statutory disclosures
10)Offering information
 Terms of the issue
 Issue procedure
11) Description of equity shares and terms of the articles of
association
Section 2 – Content of abridged prospectus
1) General instructions
2) General information
3) Capital structure of the issuer company
4) Particulars of the issue
5) Company management and project
6) Basis for issue price
7) Outstanding litigation and defaults
8) Material development
9) Expert opinion
10)Changes, if any , in directors and auditors during the last three years
11)Time and place of inspection of material contracts
12)Financial performance of the company
13)Listed venture s of promoters
14)Previous public or right issue, if any, of last 5years
 1) Disclosure on investors grievances & redressal system
2) Statement regarding minimum subscription clause
3) Signatories to the offer document

Section 3 - Contents of the letter of

offer