The key amendments notified by SEBI to the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 (‘ICDR Regulations’) on February 15, 2017 are:

i. Regulation 70 of the ICDR Regulations specifies certain instances when the provisions of the chapter relating to preferential issue do not apply. One such instance is when the preferential issue is pursuant to a scheme approved by a High Court under Sections 391 to 394 of the Companies Act, 1956 or the National Company Law Tribunal (‘NCLT’) under Sections 230 to 234 of CA 2013. The amendment clarifies that the pricing provisions for the preferential issue will apply to issuance of shares under such schemes in case the allotment of shares under such scheme is only to a select group of shareholders or to shareholders of unlisted companies.

ii. The amendment also empowers stock exchange(s) to take action against listed entities or any other person thereof contravening the provisions of the ICDR Regulations, in addition to applicable liabilities under securities laws, by way of imposition of fines, suspension of trading, freezing of promoter / promoter group holding of designated securities in coordination with depositories and/or any other action as may be specified by SEBI. Further, any failure to pay such fines within the specified time period may result in the stock exchange(s) initiating other actions in accordance with law, after giving a written notice.