SEBI ICDR
Regulations, 2018
Twenty-five chapter notes covering SEBI’s Issue of Capital and Disclosure Requirements Regulations 2018 — the IPO framework (eligibility, offer documents, pricing, allotment), the FPO and rights issue framework, the preferential allotment and QIP framework, the InvIT and REIT offer framework, the Green Shoe Option, and the lock-in and post-issue obligations. Eligibility first, disclosure second, pricing third.
ICDR — the gateway regulation for accessing public capital.
The SEBI (Issue of Capital and Disclosure Requirements) Regulations 2018 govern every route through which a company can access public capital markets — initial public offering (IPO), follow-on public offering (FPO), rights issue, preferential allotment, qualified institutional placement (QIP), bonus issue, and infrastructure investment trust (InvIT) and real estate investment trust (REIT) offerings. ICDR prescribes the eligibility conditions, the disclosure standards, the pricing mechanism, and the post-issue obligations.
These notes anchor every chapter to its ICDR Regulation. The most-tested Regulations are Regulation 6 (eligibility for IPO), Regulation 32 (objects of the issue), Regulation 40 (basis of allotment), Regulation 49 (price and price band), Regulation 73 (preferential allotment), Regulation 87 (QIP), Regulation 98 (rights issue), and the lock-in Regulations.
Each chapter is designed to be read in twelve to fifteen minutes and to leave the reader with the ICDR Regulation number, the eligibility condition, the disclosure requirement, the pricing rule, and the leading authority.
How to read these notes
Start with the issue type.
Every ICDR chapter begins by identifying the issue type. IPO (first-time public offering), FPO (subsequent offering by already-listed company), rights issue (to existing shareholders), preferential allotment (to specified persons), QIP (to qualified institutional buyers only), bonus issue (capitalisation of reserves). Each type has its own chapter in ICDR with separate eligibility, pricing, and disclosure rules.
Test the eligibility and pricing.
Every ICDR question reduces to: Does the company satisfy the eligibility conditions under Regulation 6? What is the pricing mechanism — book building (price band, demand-driven final price) or fixed price? What is the minimum subscription requirement? What are the lock-in obligations on promoters? These four questions frame every ICDR examination question.
Test on the leading case.
If you can restate the holding of SEBI v. Shriram Mutual Fund, SEBI v. Ajay Agarwal, or SEBI Circular on ASBA framework in two sentences, you understand the chapter. If not, return to the statutory section and rebuild from there.
All 25 chapters, in 3 groups
Sequenced through the natural structure of the subject — every chapter sits in a doctrinal cluster.IPO Framework — Eligibility & Offer Document
Regulations 6–31 — the IPO gateway
Regulation 6 eligibility for IPO — profitability track and QIB track. Regulation 8 offer document — the draft red herring prospectus (DRHP), the red herring prospectus (RHP), and the final prospectus. Regulation 9 appointment of lead managers. Regulation 10 contents of the DRHP. Regulation 14 SEBI’s observations on the DRHP. Regulation 26 minimum public shareholding (MPS) post-listing.
Introduction and Object
ICDR · 02Definitions and Scope
ICDR · 03Eligibility for IPO
ICDR · 04Eligibility for FPO
ICDR · 05Promoters Contribution and Lock-in
ICDR · 06Disclosure in Draft Red Herring Prospectus
ICDR · 07Disclosure in Red Herring Prospectus
ICDR · 08Disclosure in Prospectus
Pricing, Allotment & Lock-in
Regulations 32–60 — book building and allocation
Regulation 32 objects of the issue and the use of proceeds. Regulation 40 basis of allotment — QIB portion (fifty per cent), NII (fifteen per cent), retail (thirty-five per cent). Regulation 49 price and price band in book-built issues. Regulation 50 minimum bid lot. The ASBA (Application Supported by Blocked Amount) mechanism. Lock-in Regulations — Regulation 16 and 17 on promoter lock-in for eighteen months and three years. The Green Shoe Option under Regulation 45.
Pricing in Public Issues
ICDR · 10Anchor Investors Framework
ICDR · 11Allocation in Public Issues
ICDR · 12Listing Procedure Post-Issue
ICDR · 13Rights Issue — Letter of Offer
ICDR · 14Rights Issue — Pricing and Allotment
ICDR · 15Preferential Issue — Conditions
ICDR · 16Preferential Issue — Pricing
ICDR · 17Qualified Institutions Placement
FPO, Rights, Preferential & QIP
Regulations 61–110 + reference
Regulation 61 FPO (follow-on public offering) eligibility. Regulations 98 to 113 rights issue — the entitlement ratio, renunciation of rights, the abridged letter of offer. Regulation 73 preferential allotment — pricing formula (VWAP-based), lock-in, conditions. Regulation 87 QIP (qualified institutional placement) — eligibility, pricing at not less than the floor price, no allotment to promoters, minimum number of allottees. The InvIT and REIT offering framework. The landmark SEBI and SAT decisions on ICDR.