The Securities and Exchange Board of India (“SEBI”), in exercise of powers conferred under Section 11(1) of the Securities and Exchange Board of India Act, 1992, read with Regulation 10(7) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (“Takeover Regulations”), issued Circular No. SEBI/HO/CFD/DCR1/CIR/P/2025/0034[1], dated March 20, 2025, introducing an online filing system for submission of reports under Regulation 10(7) of the Takeover Regulations.
The key highlights of the Circular are as enumerated below:
I. Transition to Online Filing
- Under Regulation 10(7) of the Takeover Regulations, acquirers are required to submit a report along with supporting documents and a non-refundable fee for acquisitions or increase in voting rights availing exemptions under Regulation 10 of the Takeover Regulations.
- Previously, these reports were submitted via email at ‘cfddcr@sebi.gov.in’.
- In line with the same, SEBI has now introduced an online filing system through the SEBI Intermediary Portal (“SI Portal”) to streamline submissions and improve processing efficiency.
II. Phased Implementation of Online Filing
- In the first phase, the online filing shall be enabled for reports filed under Regulation 10(7) of the Takeover Regulations in respect of exemptions under:
- Regulation 10(1)(a)(i) of the Takeover Regulations – Inter-se transfer of shares among immediate relatives.
- Regulation 10(1)(a)(ii) of the Takeover Regulations – Transfer of shares between promoters or persons in control of the target company.
- Reports for other exemptions under Regulation 10 of the Takeover Regulations shall continue to be submitted via email as per the existing system.
III. Transition Timeline for Online Filing
- Parallel Filing (March 20, 2025 – May 14, 2025): Reports under Regulation 10(1)(a)(i) and Regulation 10(1)(a)(ii) of the Takeover Regulations may be filed both via email and SI Portal during this transition period.
- Exclusive Online Filing (From May 15, 2025 Onwards): Filing of these reports shall be done only through SI Portal. Email submissions shall no longer be accepted.
IV. Changes in Fee Payment Process
- From March 20, 2025, the payment of fees for these reports shall be enabled only through SI Portal.
- The reports shall be considered successfully filed only upon payment of the required fees through SI Portal.
- The previous payment module on the SEBI website shall no longer be available for the abovementioned reports.
[1] https://www.sebi.gov.in/legal/circulars/mar-2025/online-filing-system-for-reports-filed-under-regulation-10-7-of-sebi-substantial-acquisition-of-shares-and-takeovers-regulations-2011_92791.html