Change in the format of Abridged Prospectus

Background

Section 33(1) of the Companies Act, 2013 states that no form of application for the purchase of any of the
securities of a company shall be issued unless such form is accompanied by an Abridged Prospectus.
“Abridged prospectus” means a memorandum accompanying the application form for a public issue
containing such salient features of a prospectus as specified by the Board.

Analysis of the Order

In order to further simplify, provide greater clarity and consistency in the disclosures across various
documents SEBI through its circular dated September 4th, 2023 revised the format of abridged prospectus for public issue of:

  • Non-convertible debt securities and/or
  • Non-convertible redeemable preference shares.

This has been done with an aim to provide clarity and consistency amongst the disclosures of various
documents and to provide additional but critical information.

The circular requires that a copy of the abridged prospectus should be made available on the website of
issuer, merchant bankers, registrar to an issuer. Further, a link for downloading the same should be
provided in the advertisement for the public issue.
Additionally, the issuer/merchant bankers shall insert a Quick Response (QR) code on the last page of
the abridged prospectus which would lead to the prospectus. The QR code should also be placed on the
front page of documents such as front outside cover page, advertisement, etc.

The circular further provides that an issuer or merchant bankers should ensure that the disclosures
provided in the abridged prospectus are adequate, accurate and does not contain any misleading
information or any misstatement. Further, the qualitative statements provided in the abridged prospectus
should be substantiated with the quantitative factors and qualitative statement should not be made
which cannot be substantiated with quantitative factors.

SW Point of View:The SEBI circular aims to streamline and enhance the disclosure process for public issues of non-convertible debt securities and/or non-convertible redeemable preference shares, ensuring transparency, accessibility, and accuracy of information for investors.

Sahil Ojha, Audit Associate, SW India