Whenever a company opt the IPO route for raising of funds, there should be material disclosure in the Offer documents. The ICDR Regulations provides the manner of disclosure in the offer document. What facts are material in terms of disclosure requirements, is a question of facts. The present article discusses the issues relating to it, findings of the SEBI, imposing of penalty on the company concerned to debar from the securities market and the final verdict of the SAT, in reducing the penalty.