Part I|Part II|Part III|Part IV
# Where material deviation may be defined to mean:
a) Deviation in the objects or purposes for which the funds have been raised
b) Deviation in the amount of fund actually utilized by more than 10% of the amount projected in the offer documents.
4) Details of object(s)s to be monitored:
(i) Cost of object(s)-
(Give Item by Item Description for all the Objects Stated in Offer Document separately in following format)
| Sl. No | Item Head | Original Cost (as per Offer Document) | Revised Cost | Comments of Monitoring Agency | Comments of Board of Directors | ||
| Reason of cost revision | Proposed financing option | Particulars of firm arrangements made | |||||
(ii) Progress in the object(s)-
(Give Item by Item Description for all the Objects Stated in Offer Document separately in the following format)
| Sl. No | Item Head$ | Amount as proposed in Offer Document | Amount utilized | Total unutilized Amount | Comments of Monitoring Agency | Comments of Board of Directors | |||
| As at Beginning of the quarter | During the quarter | At the end of the quarter | Reason of idle funds | Proposed Course of Action | |||||
$ Provide following details under Item Head:
(a)Name of the object(s):
(b)Brief description of the object(s):
(c)Location of the object(s) (if applicable):
(iii) Deployment of unutilized IPO proceeds-
| Sl. no. | Type of instrument where amount invested* | Amount invested | Maturity date | Earnings | Return on Investment (ROI %) | Market Value as at the end of quarter** |
* Also indicate name of the party/company in which amounts have been invested
** Where market value is not practical to find, provide NAV/NRV/Book Value of the same
(iv) Delay in implementation of the object(s)-
| Object(s) Name | Completion Date | Delay (No. of days/ months) | Comments of Board of Directors | ||
| As per Offer Document | Actual * | Reason of delay | Proposed Course of Action | ||
* In case of continuing object(s) please specify latest/revised estimate of completion date.
]
SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009
SCHEDULE X
[See Explanation to regulations 26(6), 31, 33(1)(b) and 41(2)(b)]
FACILITIES OR SERVICES INCLUDED IN THE TERM “INFRASTRUCTURE SECTOR”
For the purposes of these regulations, the expression “infrastructure sector” shall include the following
facilities/services:
(1) Transportation (including inter modal transportation), including the following:
(a) Roads, national highways, state highways, major district roads, other district roads and village roads, including toll roads, bridges, highways, road transport providers and other road-related services;
(b) Rail system, rail transport providers, metro rail roads and other railway related services;
(c) Ports (including minor ports and harbours), inland waterways, coastal shipping including shipping lines and other port related services;
(d) Aviation, including airports, heliports, airlines and other airport related services;
(e) Logistics services;
(2) Agriculture, including the following:
(a) Infrastructure related to storage facilities;
(b) Construction relating to projects involving agro-processing and supply of inputs to agriculture;
(c) Construction for preservation and storage of processed agro-products, perishable goods such as fruits, vegetables and flowers including testing facilities for quality;
(3) Water management, including the following:
(a) Water supply or distribution;
(b) Irrigation;
(c) Water treatment, etc.
(4) Telecommunication, including the following:
(a) Basic or cellular, including radio paging;
(b) Domestic satellite service (i.e., satellite owned and operated by an Indian company for providing telecommunication service);
(c) Network of trunking, broadband network and internet services;
(5) Industrial, Commercial and Social development and maintenance, including the following:
(a) Real estate development, including an industrial park or special economic zone;
(b) Tourism, including hotels, convention centres and entertainment centres;
(c) Public markets and buildings, trade fair, convention, exhibition, cultural centres, sports and recreation infrastructure, public gardens and parks;
(d) Construction of educational institutions and hospitals;
(e) Other urban development, including solid waste management systems, sanitation and sewerage systems, etc.;
(6) Power, including the following:
(a) Generation of power through thermal, hydro, nuclear, fossil fuel, wind and other renewable sources;
(b) Transmission ,distribution or trading of power by laying a network of new transmission or distribution lines;
(7) Petroleum and natural gas, including the following:
(a) Exploration and production;
(b) Import terminals;
(c) Liquefaction and re-gasification;
(d) Storage terminals;
(e) Transmission networks and distribution networks including city gas infrastructure;
(8) Housing, including the following:
(a) Urban and rural housing including public / mass housing, slum rehabilitation etc;
(b) Other allied activities such as drainage, lighting, laying of roads, sanitation facilities etc.;
293[(9) Services provided by recognised stock exchanges and registered depositories, in relation to securities;]
294[10] Other miscellaneous facilities/services, including the following:
(c) Mining and related activities;
(d) Technology related infrastructure;
(e) Manufacturing of components and materials or any other utilities or facilities required by
the infrastructure sector like energy saving devices and metering devices, etc;
(f) Environment related infrastructure;
(g) Disaster management services;
(h) Preservation of monuments and icons;
(i) Emergency services (including medical, police, fire, and rescue);
295[(11)] Such other facility/service which, in the opinion of the Board, constitutes infrastructure sector.
SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009
SCHEDULE XI
[See regulation 28(3) and 102]
BOOK BUILDING PROCESS
PART A
(1) An issuer proposing to issue specified securities through book building process shall comply with the requirements of this Schedule.
(2) Lead Book Runner.
(a) The issuer shall appoint one or more merchant banker(s) as book runner(s) and their name(s) shall be disclosed in the draft red herring prospectus.
(b) The lead merchant banker shall act as the lead book runner and shall be primarily responsible for the book building.
(c) There shall be only one lead book runner and other merchant bankers appointed, if any, shall either be co-book runners or syndicate members.
(d) Other terms such as joint lead merchant bankers etc. shall not be used.
(e) In case of appointment of more than one lead merchant banker or book runner, the rights, obligations and responsibilities of each shall be delineated in the inter-se allocation of responsibility as specified in Schedule I
(3) Syndicate Members.
The book runner(s) may appoint syndicate members.
(4) Underwriting.
(a) The lead book runner and co-book runners shall compulsorily underwrite the issue and the syndicate members shall sub-underwrite with the lead book runner /co-book runners.
(b) The lead book runners/ syndicate members shall enter in to underwriting/ sub underwriting agreement on the date of allocation and furnish details forthwith to the Board.
(c) The details of final underwriting arrangement indicating actual numbers of shares underwritten shall be disclosed and printed in the Prospectus before it is registered with the Registrar of Companies.
(d) In case of an under subscription in an issue, the shortfall shall have to be made good by the book runner(s) to the issue and the same shall be incorporated in the inter-se allocation of responsibility as specified in Schedule II.
(5) Agreement with the stock exchange.
(a) The issuer shall enter into an agreement with one or more of the stock exchange(s) which have the system of on-line offer of securities.
(b) The agreement shall specify inter-alia, the rights, duties, responsibilities and obligations of the issuer and recognised stock exchange(s) inter se.
(c) The agreement may also provide for a dispute resolution mechanism between the issuer and the stock exchange.
(6) Appointment of stock brokers as bidding/collection centres.
(a) The book runner(s)/syndicate members shall appoint stock brokers who are members of the recognised stock exchange and registered with the Board, for the purpose of accepting bids, applications and placing orders with the issuer and ensure that the stock brokers so appointed are financially capable of honouring their commitments arising out of defaults of their clients/investors, if any;
Provided that in case of Application Supported by Blocked Amount, Self Certified Syndicate Banks, 296[Registrar to Issue and Share Transfer Agents, Depository Participants, Stock brokers] shall also accept and upload the details of such applications in electronic bidding system of the stock exchange(s).
(b) 297[The stock brokers, Self Certified Syndicate Bank, Registrar to Issue and Share Transfer Agents and Depository Participants accepting applications and application monies shall be deemed as ‘bidding/collection centres’.]
(c) The issuer shall pay to the 298[SEBI registered intermediaries] commission/fee for the services rendered by them.
(d) The stock exchange shall ensure that any stock broker does not levy a service fee on his clients/investors in lieu of his services in this regard.
(7) Price not to be disclosed in red herring prospectus.
(a) Where the issue size is specified the red herring prospectus may not contain the price and the number of specified securities.
(b) The draft red herring prospectus containing all the disclosures including total issue size, if applicable, as specified in Schedule VIII, except that of price and the number of specified securities to be offered through it shall be filed with the Board by the lead merchant banker;
Provided that in case of a fast track issue the draft red herring prospectus shall not be filed with the Board.
(8) Floor Price and Price Band.
Subject to the provisions of regulation 30 and the provisions of this clause, the issuer may mention the floor price or price band in the red herring prospectus.
(a) where the issuer opts not to make the disclosure of the price band or floor price in the red-herring prospectus, the following shall also be disclosed in the red-herring prospectus:
(i) a statement that the floor price or price band, as the case may be, shall be disclosed at least two working days (in case of an initial public offer) and at least one working day (in case of a further public offer) before the opening of the bid;
(ii) a statement that the investors may be guided in the meantime by the secondary market prices (in case of a further public offer);names and editions of the newspapers where the announcement of the floor price or price band would be made;
(iii) names of websites (with address), journals or other media in which the said announcement will be made.
(b) Where the issuer decides to opts for price band instead of floor price, the issuer shall also ensure compliance with the following conditions:
(i) The cap of the price band should not be more than 20% of the floor of the band; i.e cap of the price band shall be less than or equal to 120% of the floor of the price band;
(ii) The price band can be revised during the bidding period in which case the maximum revision on either side shall not exceed 20% i.e floor of price band can move up or down to the extent of 20% of floor of the price band disclosed in the red herring prospectus and the cap of the revised price band will be fixed in accordance with clause (i) above;
(iii) Any revision in the price band shall be widely disseminated by informing the stock exchanges, by issuing press release and also indicating the change on the relevant website and the terminals of the syndicate members.
(iv) In case the price band is revised, the bidding period shall be extended as per provisions of sub–regulation (2) of regulation 46.
(v) The manner in which the shortfall, if any, in the project financing, arising on account of lowering of price band to the extent of 20% will be met shall be disclosed in the red herring prospectus. It shall also be disclosed that the allotment shall not be made unless the financing is tied up.
299[(9) The manner and contents of Application-cum-Bidding Form and Revision Applicationcum- Bidding Form (accompanied with abridged prospectus) shall be as specified by the Board through Circular.]
(10) Anchor investors 300[***].
(a) An Anchor Investor shall make an application of a value of at least Rs. 10 crore in the public issue.
301[(b) Allocation to Anchor Investors shall be on a discretionary basis and subject to the following:-
(i) Maximum of 2 such investors shall be permitted for allocation upto Rs. 10 crore;
(ii) Minimum of 2 and maximum of 15 such investors shall be permitted for allocation above Rs, 10 crore and upto Rs. 250 crore, subject to minimum allotment of Rs. 5 crore per such investor;
302[(iii) in case of allocation above Rs.250 crore; a minimum of 5 such investors and a maximum of 15 such investors for allocation upto Rs.250 crore and an additional 10 such investors for every additional Rs.250 crore or part thereof, shall be permitted, subject to a minimum allotment of Rs.5 crore per such investor.]]
(c) Upto 303[sixty] per cent. of the portion available for allocation to qualified institutional buyers shall be available to anchor investor(s) for allocation/allotment (“anchor investor portion”).
(d) One-third of the anchor investor portion shall be reserved for domestic mutual funds.
(e) The bidding for Anchor Investors shall open one day before the issue opening date. 304 [(f) Anchor Investors shall pay on application the same margin which is payable by other categories of investors the balance, if any, shall be paid within two days of the date of closure of the issue.]
(g) Allocation to Anchor Investors shall be completed on the day of bidding by Anchor Investors
(h) If the price fixed as a result of book building is higher than the price at which the allocation is made to Anchor Investor, the Anchor Investor shall bring in the additional amount. However, if the price fixed as a result of book building is lower than the price at which the allocation is made to Anchor Investor, the excess amount shall not be refunded to the Anchor Investor and the Anchor Investor shall take allotment at the price at which allocation was made to it.
(i) The number of shares allocated to Anchor Investors and the price at which the allocation is made, shall be made available in public domain by the merchant banker before opening of the issue
(j) There shall be a lock-in of 30 days on the shares allotted to the Anchor Investor from the date of allotment in the public issue.
(k) Neither the merchant bankers nor any person related to the promoter/promoter group/merchant bankers in the concerned public issue can apply under Anchor Investor category. The parameters for selection of Anchor Investor shall be clearly identified by the merchant banker and shall be available as part of records of the merchant banker for inspection by the Board.
(l) The applications made by qualified institutional buyers under the Anchor Investor category and under the Non Anchor Investor category may not be considered as multiple applications.
(11) Margin Money.
(a) 305[ The margin collected shall be uniform across all categories of investors.]
(b) 306[***.]
(c) An amount to the extent of entire application money as margin money may be collected from the applicants before they place an order on their behalf
(d) Amount of margin charged from an investor shall be entered and printed in the TRS.
(e) The payment accompanied with any revision of Bid, shall be adjusted against the payment made at the time of the original bid or the previously revised bid.
(f) Bids for specified securities beyond the investment limit prescribed under relevant laws shall not be accepted by the syndicate members/stock brokers from any category of clients/ investors.
(g) The stock brokers shall collect the money from their client for every order placed by them and in case the clients/investors fails to pay for specified securities allocated as per these regulations, the stock brokers shall pay such amount;
Provided that in case of Applications Supported by Blocked Amount, the Self Certified Syndicate Banks shall follow the procedure specified in this regard by the Board.
(12) Bidding Process
(a) Bidding process shall be only through an electronically linked transparent bidding facility provided by recognised stock exchange (s).
(b) The lead book runner shall ensure the availability of adequate infrastructure with syndicate members for data entry of the bids in a timely manner.
(c) The syndicate members shall be present at the bidding centres so that at least one electronically linked computer terminal at all the bidding centres is available for the purpose of bidding.
(d) During the period the issue is open to the public for bidding, the applicants may approach the stock brokers of the stock exchange/s through which the securities are offered under 307[on-line system, Self Certified Syndicate Banks, Registrar to Issue and Share Transfer Agents or Depository Participants,] as the case may be, to place an order for bidding for the specified securities.
(e) Every stock broker shall accept orders from all clients/investors who place orders through him and every Self Certified Syndicate Bank 308[, Registrar to Issue and Share Transfer Agents or Depository Participants] shall accept Applications Supported by Blocked Amount from ASBA investors.
(f) Applicants who are qualified institutional buyers shall place their bids only through the stock brokers who shall have the right to vet the bids;
(g) The bidding terminals shall contain an online graphical display of demand and bid prices updated at periodic intervals, not exceeding thirty minutes.
(h) At the end of each day of the bidding period, the demand including allocation made to anchor investors, shall be shown graphically on the bidding terminals of syndicate members and websites of recognised stock exchanges offering electronically linked transparent bidding facility, for information of public.
309[(i) The retail individual investors may either withdraw or revise their bids until 310[closure of the issue].]
311[(ia) The issuer may decide to close the bidding by qualified institutional buyers one day prior to the closure of the issue subject to the following conditions:
(i) bidding shall be kept open for a minimum of three days for all categories of applicants;
(ii) disclosures are made in the red herring prospectus regarding the issuer’s decision to close the bidding by qualified institutional buyers one day prior to closure of issue.]
312[(j) The qualified institutional buyers and the non-institutional investors shall neither withdraw nor lower the size of their bids at any stage.]
(k) The identity of qualified institutional buyers making the bidding shall not be made public.
(l) The stock exchanges shall continue to display on their website, the data pertaining to book built issues in an uniform format, inter alia giving category-wise details of bids received, for a period of atleast three days after closure of bids. Such display shall be as per the format specified in Part B of this Schedule.
(13) Determination of Price.
(a) The issuer shall, in consultation with lead book runner, determine the issue price based on the bids received
(b) On determination of the price, the number of specified securities to be offered shall be determined (i.e. issue size divided by the price to be determined).
(c) Once the final price (cut-off price) is determined, all those bidders whose bids have been found to be successful (i.e. at and above the final price or cut-off price) shall be entitled for allotment of specified securities.
(d) Retail individual investors may bid at “cut off” price instead of their writing the specific bid price in the bid forms.
(e) The lead book runner may reject a bid placed by a qualified institutional buyer for reasons to be recorded in writing provided that such rejection shall be made at the time of acceptance of the bid and the reasons therefor shall be disclosed to the bidders. Necessary disclosures in this regard shall also be made in the red herring prospectus.
(14) Registering of prospectus with Registrar of Companies.
The final prospectus containing all disclosures in accordance with the provisions of these regulations including the price and the number of specified securities proposed to be issued shall be registered with the Registrar of Companies.
(15) Manner of Allotment/ Allocation.
(a) Allotment to 313[* * *] non-institutional investors and qualified institutional buyers other than anchor investors shall be made proportionately as illustrated in this Schedule. 314[The allotment to retail individual investors shall be made as referred to in sub-regulation (1A) of regulation 50 of these regulations.]
(b) In case of under subscription in any category, the undersubscribed portion in that category shall be allocated to the bidders as per disclosures made in the red herring prospectus;
Provided that the unsubscribed portion in qualified institutional buyer category shall not be available for subscription to other categories315[* * *].
(c) On receipt of the sum payable on application for the amount towards minimum subscription, the issuer shall allot the specified securities to the applicants as per these regulations.
(d) Definition of CAN to be modified to state that it is for ‘allocation of shares’ and not ‘confirmation of shares
(16) Application for listing.
Subject to the provisions of these regulations, the issuer may apply for listing of specified securities on a stock exchange other than the stock exchange through which it offers its specified securities to public through the on-line system.
(17) Maintenance of Books and Records.
(a) A final book of demand showing the result of the allocation process shall be maintained by the lead book runner.
(b) The book runner/s and other intermediaries associated in the book building process shall maintain records of the book building prices.
(c) The Board shall have the right to inspect the records, books and documents relating to the book building process and such person shall extend full co-operation.
(18) Applicability to fast track issues.
Unless the context otherwise requires, in relation to fast track issues all references in this Schedule to ‘draft prospectus’ shall be deemed to have been made to ‘red herring prospectus’.
PART B
FORMAT OF BID DATA DISPLAYED ON STOCK EXCHANGE NAME OF THE ISSUE – BID DETAILS
(1) Details of Allocation to Anchor Investors
S. No. Name of Anchor Investor No. of equity shares available under Anchor Investor portion Details of Allocation No of equity shares No. of equity shares allocated as a percentage of no. of equity shares under Anchor Investor portion
(a) AI 1
AI 2
Total (a) + (b)
(2) Details of Allocation to Investors other than Anchor Investors
S. No. Category of Investor No. of equity shares offered / reserved No of equity shares bid for/allocated No of times of the total meant for the category
1. QIBs
(a) 316[foreign portfolio investors]
Domestic Financial Institutions
(Banks/FIs/Insurance Companies,
etc.)
(b) Mutual Funds
(c) Others
2. Non Institutional Investors
(a) Corporates
(b) Individuals (other than RIIs)
(c) Others
3. Retail Individual Investors (RIIs)
(a) Cut off
(b) Price bids
4. Reservation categories, if any
(a) Cut off
(b) Price bids
Notes:
(1) The graph should have the title “Graphical display of bids received”.
(2) A statement to the effect that the position indicated above is only bids position and does not necessarily convey the subscription to the issue.
(3) Statement as to how the multiple bids are accounted for in the data and graph.
(4) Time of updation.
(5) Additional comments, if any.
317[PART C
ILLUSTRATION REGARDING ALLOTMENT TO QUALIFIED INSTITUTIONAL BUYERS OTHER THAN ANCHOR INVESTORS
(1) Issue Details
| Sr.No. | Particulars | Issue details |
|---|---|---|
| 1 | Issue size | 200 crore equity shares |
| 2 | Portion available to QIBs* | 100 crore equity shares |
| 3 | Anchor Investor Portion Of which | 60 crore equity shares |
| a | Reservation to MF (1/3rd) | 20 crore equity shares |
| b | Balance for all QIBs including MFs | 40 crore equity shares |
| 4 | Portion available to QIBs* other than anchor investors [(2) – (3)] Of which | 40 crore equity shares |
| a | Reservation to MF (5%) | 2 crore equity shares |
| b | Balance for all QIBs including MFs | 38 crore equity shares |
| 5 | No. of QIB applicants | 10 |
| 6 | No. of shares applied for | 500 crore equity shares |
* Where 50% of the issue size is required to be allotted to QIBs.
(2) Details of QIB Bids
S. No. Type of QIB bidders No. of shares bid for (in crores)
1 A1 50
2 A2 20
3 A3 130
4 A4 50
5 A5 50
6 MF1 40
7 MF2 40
8 MF3 80
9 MF4 20
10 MF5 20
TOTAL 500
A1-A5 (QIB bidders other than MFs)
MF1-MF5 (QIB bidders which are MFs)
(3) Details of Allotment to QIB Bidders/Applicants (No. of equity shares in crores)
| Type of QIB bidders | Equity shares bid for | Allocation of 2 crores equity shares to MFs proportionately (See Note 2) | Allocation of balance 38 crores equity shares to QIBs proportionately (See Note 4) | Aggregate allocation to MFs |
| A1 | 50 | 0 | 3.82 | 3.82 |
| A1 | 20 | 0 | 1.53 | 1.53 |
| A3 | 130 | 0 | 9.92 | 9.92 |
| A4 | 50 | 0 | 3.82 | 3.82 |
| A5 | 50 | 0 | 3.82 | 3.82 |
| MF1 | 40 | 0.4 | 3.02 | 3.42 |
| MF2 | 40 | 0.4 | 3.02 | 3.42 |
| MF3 | 80 | 0.8 | 6.04 | 6.84 |
| MF4 | 20 | 0.2 | 1.51 | 1.71 |
| MF5 | 20 | 0.2 | 1.51 | 1.71 |
| 500 | 2 | 38 | 40.00 |
Notes:
(1) The illustration presumes compliance with the provisions of regulation 50(1) pertaining to minimum allotment.
(2) Out of 40 crore equity shares allocated to QIBs, 2 crore shares (i.e. 5%) will be allocated on proportionate basis among 5 mutual fund applicants who applied for 200 crore shares in QIB category.
(3) The balance 38 crore equity shares [i.e. 40 – 2 (available for MFs)] will be allocated on proportionate basis among 10 QIB applicants who applied for 500 crore shares (including 5 MF applicants who applied for 200 crore shares).
(4) The figures at Col. No. IV are arrived as under :
a. For QIBs other than mutual funds (A1 to A5) = No. of shares bid for (i.e Col II) X 38 / 498
b. For mutual funds (MF1 to MF5) = {(No. of shares bid for (i.e Col. II) less No. of shares allotted (i.e., col. III )} X 38 / 498
c. The numerator and denominator for arriving at allocation of 38 crore shares to the 10 QIBs are reduced by 2 crore shares, which have already been allotted to mutual funds at Col. No. (III). ]
318[PART D
Alternate method of book building
In case of further public offers, the issuer may opt for an alternate method of book building, as given in this part subject to the following:
(a) Issuer shall follow the procedure laid down in Part A of this Schedule except clause (13) and clause (15) (a) thereof.
319[(b) The issuer may mention the floor price in the red herring prospectus or if the floor price is not mentioned in the red herring prospectus, the issuer shall announce the floor price at least one working day before opening of the bid in all the newspapers in which the pre-issue advertisement was released.]
320[(c) Qualified institutional buyers shall bid at any price above the floor price.]
(d) The bidder who bids at the highest price shall be allotted the number of securities that he has bided for and then the bidder who has bided at the second highest price and so on, until all the specified securities on offer are exhausted.
321[(e) Allotment shall be on price priority basis for qualified institutional buyers.]
322[(f) Allotment to retail individual investors, non-institutional investors and employees of the issuer shall be made proportionately as illustrated in this Schedule.]
(g) Where, however the number of specified securities bided for at a price is more than available quantity, then allotment shall be done on proportionate basis.
323[(h) Retail individual investors, non-institutional investors and employees shall be allotted specified securities at the floor price subject to provisions of clause (d) of regulation 29.]
324[(i) The issuer may:-
(A) place a cap either in terms of number of specified securities or percentage of issued capital of the issuer that may be allotted to a single bidder;
(B) decide whether a bidder be allowed to revise the bid upwards or downwards in terms of price and/or quantity;
(C) decide whether a bidder be allowed single or multiple bids.]]
SCHEDULE XII
[See regulation 45(10)]
FORMAT OF REPORT FOR GREEN SHOE OPTION
The report for Green Shoe Option shall be filed in the following format:-
(1) Name of the issuer:
(2) Name of the Stabilising Agent (Registration No. as merchant banker with SEBI):
(3) Issue size (No. of equity shares) :
(4) Issue opened on :
(5) Issue closed on :
(6) Over-allotment in issue (%):
(7) Date of commencement of trading :
(8) Amount in the ‘Green Shoe Option Bank Account’ (in rupees) :
(9) Details of promoter(s) from whom shares borrowed (Name & Number of shares borrowed):
(10) Date on which the stabilisation period ended :
(11) Number of shares bought during the stabilization period :
(12) Date on which issuer allotted further shares to the extent of shortfall:
(13) Date when the shares in the Green Shoe Option Demat Account were returned to the promoter(s):
(14) Date when the money in the Green Shoe Option Bank Account was remitted to the issuer:
(15) Details of the Depository account (Special account for Green Shoe Option securities) where shares purchased from the market were kept inter-alia the following:
(a) Depository Participant
(b) Account No.
(c) Number of shares purchased, date wise.
(d) Number of shares taken out, date wise.
(16) Details of amount transferred to the Investor Protection and Education Fund established by the Board.
Amount (in rupees) Cheque/Pay Order details
Place: Stabilising Agent with Official Seal
Date:
SCHEDULE XIII
FORMATS OF ADVERTISEMENTS FOR PUBLIC ISSUE
PART A
[See regulations 47(2), 60(7)(m) and 60(7)(n)]
FORMAT OF PRE-ISSUE ADVERTISEMENT FOR PUBLIC ISSUE
(FIXED PRICE / BOOKBUILT)
This is only an advertisement for information purposes and not a prospectus announcement. ABC LTD.(name of the issuer) (Incorporated on ____________________ under the ——- Act as _____________________ and subsequently renamed as _____________( if applicable)__________ on ________________) Registered Office: __________________________________ Tel: _______________ Fax ______________ Corporate Office: _________________________________________________________________ Tel: _________ Fax: _______ e-mail: ______ Website:
THE ISSUE
Public issue of ___________ ( give nature of specified securities) of Rs. ____ each at a price of Rs._____ ( Floor price or price band or as the case may be in case of book built issue) for cash aggregating Rs._________ (appropriate disclosure for book built issue) Disclosure with respect to face value of shares as per sub-regulation (2) of regulation 31 (The disclosure about details of allocation shall be given in case of book built issues on these lines) The issue is being made through the book building process wherein at least____ % shall be allocated to qualified institutional buyers including upto ___% of the issue to anchor investors. Further, not less than ___% of the issue shall be available for allocation to non-institutional investors and the remaining ____% of the issue shall be available for allocation to retail individual investors as per the allotment procedure specified in the Regulations, subject to valid bids being received at or above the issue price.
PROMOTERS
[__XYZ__]
PROPOSED LISTING
Names of Stock Exchanges
Disclaimer Clause of the Securities and Exchange Board of India (SEBI)
“SEBI only gives its observations on the offer documents and this does not constitute approval of either the issue or the specified securities the offer document.”
LEAD MERCHANT BANKERS / BOOK RUNNING LEAD MERCHANT BANKERS / COBOOK RUNNING LEAD MERCHANT BANKERS (as the case may be)
Name, address, telephone and fax numbers, email ID, website address and contact person
COMPLIANCE OFFICER OF THE ISSUER
Name, address, telephone and fax numbers, email ID, website address
CREDIT RATING (only if applicable)
DEBENTURE TRUSTEES (if applicable)
IPO GRADING 325[(if applicable)]
AVAILABILITY OF APPLICATION FORMS
Names of issuer, lead merchant bankers, book runners, syndicate members, stock brokers and bankers to the issue, Self Certified Syndicate Banks 326[, Registrar to Issue and Share Transfer Agents, Depository Participants] (as the case may be) (Addresses optional). Application Supported by Blocked Amount forms shall be available with designated branches of Self Certified Syndicate Banks, the list of which is available at websites of the stock exchanges and Board.
AVAILABILITY OF PROSPECTUS
Investors are advised to refer to the prospectus, and the risk factors contained therein, before applying in the issue. Full copy of the prospectus is available at www.sebi.gov.in and websites of issuer / lead merchant banker/s / stock exchange/s at www……
ISSUE / BID OPENS ON:
ISSUE / BID CLOSES ON:
Issued by
Directors of Issuer
PART B
[See regulations 48, 60(7)(m) and 60(7)(n)]
FORMAT OF ISSUE OPENING ADVERTISEMENT FOR PUBLIC ISSUE (FIXED PRICE / BOOKBUILT)
This is only an advertisement for information purposes and not a prospectus announcement. ABC LTD. (name of issuer) (Incorporated on ____________________ under the Companies Act as __________________________ and subsequently renamed _______________________ on ________________) Registered Office: __________________________________ Tel: _______________ Fax ______________ Corporate Office: _________________________________________________________________ Tel: _________ Fax: _______ e-mail: ______ Website: _____________________________
THE ISSUE
Public issue of ___________ equity shares / debentures (if applicable) of Rs. ___ each at a price of Rs._____ (Floor price or price band or as the case may be for book built issue) for cash aggregating Rs._________ (appropriate disclosure for book built issue) Disclosure with respect to face value of shares as per sub-regulation (2) of regulation 31 (The disclosure about details of allocation shall be made in case of book built issues in these lines) The issue is being made through the book building process wherein at least____ % shall be allocated to qualified institutional buyers including upto ___% of the issue to anchor investors. Further, not less than ___% of the issue shall be available for allocation to non-institutional investors and the remaining ____% of the issue shall be available for allocation to retail individual investors as per the allotment procedure specified in the Regulations, subject to valid bids being received at or above the issue price.
PROMOTERS
[__XYZ__]
PROPOSED LISTING
Names of Stock Exchanges
Disclaimer Clause of Securities and Exchange Board of India (“SEBI”)
“SEBI only gives its observations on the offer documents and this does not constitute approval of either the issue or the offer document.”
LEAD MERCHANT BANKERS / BOOK RUNNING LEAD MERCHANT BANKERS / COBOOK
RUNNING LEAD MERCHANT BANKERS (as the case may be) Name, address, telephone and fax numbers, e-mail ID, website address and contact person
COMPLIANCE OFFICER OF ISSUER
Name, address, telephone and fax numbers, e-mail ID, website address
CREDIT RATING (only if applicable)
DEBENTURE TRUSTEES (only if applicable)
IPO GRADING 327[(if applicable)]
AVAILABILITY OF APPLICATION FORMS
Names of Issuer, lead merchant bankers, book runners and bankers to the issue, Self Certified Syndicate Banks 328[, Stock Brokers, Registrar to Issue and Share Transfer Agents, Depository Participants] (as the case may be) (Addresses optional)
AVAILABILITY OF PROSPECTUS
Investors are advised to refer to the prospectus, and the risk factors contained therein, before applying in the issue. Full copy of the prospectus is available at www.sebi.gov.in and websites of issuer / lead merchant banker/s / Stock Exchange/s at www……
ISSUE / BID OPENS TODAY
Issued by
Directors of Issuer
PART C
[See regulation 48, 60(7)(m) and 60(7)(n)]
FORMAT OF ISSUE CLOSING ADVERTISEMENT FOR PUBLIC ISSUE
(FIXED PRICE / BOOKBUILT)
This is only an advertisement for information purposes and not a prospectus announcement.
ABC LTD. (name of issuer)
(Incorporated on ____________________ under the Companies Act as __________________________ and subsequently renamed _______________________ on ________________) Registered Office: __________________________________ Tel: _______________ Fax ______________ Corporate Office: _________________________________________________________________ Tel: _________ Fax: _______ e-mail: ______ Website: _____________________________
THE ISSUE
Public issue of ___________ equity shares (if applicable) of Rs. ____ each at a price of Rs._____ (Floor price or price band or as the case may be for Book built issue) for cash aggregating Rs._________ (appropriate disclosure for Book Built issue)
Disclosure with respect to face value of shares as per sub-regulation (2) of regulation 31 [The disclosure about details of allocation shall be made in case of book built issues in these lines]. The issue is being made through the book building process wherein at least____ % shall be allocated to qualified institutional buyers including upto ___% of the issue to anchor investors. Further, not less than ___% of the issue shall be available for allocation to non-institutional investors and the remaining ____% of the issue shall be available for allocation to retail individual investors as per the allotment procedure specified in the Regulations, subject to valid bids being received at or above the issue price.
PROMOTERS
[__XYZ__]
PROPOSED LISTING
Names of Stock Exchanges
Disclaimer Clause of Securities and Exchange Board of India (“SEBI”)
“SEBI only gives its observations on the offer documents and this does not constitute approval of either the issue or the offer document.”
LEAD MERCHANT BANKERS / LEAD BOOK RUNNERS / CO-BOOK RUNNERS (as the case may be)
Name, address, telephone and fax numbers, email ID, website address and contact person
COMPLIANCE OFFICER OF ISSUER
Name, address, telephone and fax numbers, email ID, website address
CREDIT RATING (only if applicable)
DEBENTURE TRUSTEES (only if applicable)
IPO GRADING 329[ (if applicable) ]
AVAILABILITY OF APPLICATION FORMS
Names of Issuer, Lead Merchant bankers, book runners, Bankers to the issue, Self Certified Syndicate Banks 330[, Stock Brokers, Registrar to Issue and Share Transfer Agents, Depository Participants] (as the case may be) (Addresses optional)
AVAILABILITY OF PROSPECTUS
Investors are advised to refer to the prospectus, and the risk factors contained therein, before applying in the issue. Full copy of the prospectus is available at www.sebi.gov.in and websites of issuer / lead merchant banker/s / Stock Exchange/s at www……
ISSUE / BID CLOSES TODAY
Issued by
Directors of Issuer
331[Part D
[See regulation 60(14)]
COMPLIANCE CERTIFICATE IN RESPECT OF NEWS REPORTS
Sl. No .
News report details (Newspaper, date, etc.)
Subject Matter
Whether contents of the news report are supported by disclosures in the offer document
If yes, page numbers in the draft offer document where the disclosures are made
If no, action taken by the merchant bankers
Yes/No
332[Schedule XIV
[See regulation 49 (2)]
ILLUSTRATION EXPLAINING MINIMUM APPLICATION SIZE
For inviting applications in multiples of the minimum value as referred to in sub-regulation (2) of regulation 49, the procedure is clarified by following example:
Assuming an issue is being made at a price of Rs. 900 per equity share. In this case, the issuer in consultation with the lead merchant banker can determine the minimum application lot within the range of 12 – 16 equity shares (in value terms between Rs.10,000- Rs.15,000), as explained hereunder:
Options I II III IV V
Lot Size @ Rs.900/- per share
12 shares 13 shares 14 shares 15 shares 16 shares
Application / Bid amount for 1 lots 10800 11700 12600 13500 14400
Application / Bid amount for 2 lots 21600 23400 25200 27000 28800
Application / Bid amount for 4 lots 43200 46800 50400 54000 57600
Application / Bid amount for 8 lots 86400 93600 100800 108000 115200
Application / Bid amount for 16 lots 172800 187200 — — —
Application / Bid amount for 18 lots 194400 — — — —
The options given above are only illustrative and not exhaustive.
SCHEDULE XIV
[See regulation 49(2)]
ILLUSTRATION EXPLAINING MINIMUM APPLICATION SIZE
For inviting applications in multiples of the minimum value as referred to in sub-regulation (2) of regulation 49, the procedure is clarified by following example:
Assuming an issue is being made at a price of Rs.390 per equity share. In this case, the issuer in consultation with the lead merchant banker can determine the minimum application lot within the range of 13 – 17 equity shares (in value terms between Rs.5000- Rs.7000), as explained hereunder:
Options I II III IV V
Lot Size @ Rs.390/- per share 13 shares 14 shares 15 shares 16 shares 17 shares
Application / Bid amount for 1 lots 5070 5469 5850 6240 6630
Application / Bid amount for 2 lots 10140 10920 11700 12480 13260
Application / Bid amount for 4 lots 20280 21840 23400 24960 26520
Application / Bid amount for 8 lots 40560 43680 46800 49920 —
Application / Bid amount for 9 lots 45630 49140 — — —
The options given above are only illustrative and not exhaustive.
Where the issuer in consultation with the lead merchant banker decides to fix the minimum application / bid size as 14 (Option II), necessary disclosures to the effect that the applicant can make an application for 14 shares and in multiples thereof shall be made in the offer document.
Where the issuer in consultation with the lead merchant banker decides to fix the minimum application / bid size as 14 (Option III), necessary disclosures to the effect that the applicant can make an application for 14 shares and in multiples thereof shall be made in the offer document.]
333[Schedule XV
[See regulation 50 (2), 106 and Schedule XI]
ILLUSTRATION EXPLAINING PROCEDURE OF ALLOTMENT
A.
(1) Total no. of specified securities on offer@ Rs. 600 per share: 1 crore specified securities.
(2) Specified securities on offer for retail individual investors’ category: 35 lakh specified securities.
(3) The issue is over-subscribed 2.5 times whereas the retail individual investors’ category is oversubscribed 4 times.
(4) Issuer decides to fix the minimum application / bid size as 20 specified securities (falling within the range of Rs. 10,000 – 15,000). Application can be made for a minimum of 20 specified securities and in multiples thereof.
“SCHEDULE XV
[See regulations 50(2), 106 and Schedule XI]
ILLUSTRATION EXPLAINING PROCEDURE OF ALLOTMENT
(1) Total no. of specified securities on offer@ Rs. 600 per share: 10 crore specified securities
(2) Specified securities on offer for retail individual investors’ category: 2.5 crore specified securities
(3) The issue is over subscribed 4 times whereas the retail individual investors’ category is over subscribed 8.25 times
(4) Issuer decides to fix the minimum application / bid size as 9 specified securities (falling within the range of Rs. 5000 – 7000). Application can be made for a minimum of 9 specified securities and in multiples thereof.
(5) Assume there are three retail individual investors A, B & C. A has applied for 81 specified securities. B has applied for 72 specified securities and C has applied for 45 specified securities. As per allotment procedure, the allotment to retail individual investors shall be on proportionate basis i.e., at 1/8.25th of the total number of specified securities applied for. The actual entitlement shall be as follows:
| Sr. No. | Name of Investor | Total Number of specified securities applied for | Total number of specified securities eligible to be allotted No. of specified securities applied for / 8.25) |
| 1 | A | 81 | 81/8.25 = 9.82 specified securities rounded off to 10 specified securities. |
| 2 | B | 72 | 72/8.25 = 8.73 specified securities rounded off to 9 specified securities (i.e. minimum application size). |
| 3 | C | 45 | 45/8.25=5.45 specified securities. Application liable to be rejected. (as the entitlement is less than the minimum application size).However, the successful applicants out of the total applicants shall be determined by drawal of lots. |
Note: For the purpose of IDR, minimum application size shall be twenty thousand rupees.”
(5) Assume that a total of one lakh retail individual investors have applied in the issue, in varying number of bid lots i.e. between 1 – 16 bid lots, based on the maximum application size of upto Rs. 2,00,000.
(6) Out of the one lakh investors, there are five retail individual investors A, B, C, D and E who have applied as follows: A has applied for 320 specified securities. B has applied for 220 specified securities. C has applied for 120 specified securities. D has applied for 60 specified securities and E has applied for 20 specified securities.
(7) As per allotment procedure, the allotment to retail individual investors shall not be less than the minimum bid lot, subject to availability of shares, and the remaining available shares, if any, shall be allotted on a proportionate basis.
The actual entitlement shall be as follows:
| Sr. No. | Name of Investor | Total Number of specified securities applied for | Total number of specified securities eligible to be allotted |
|---|---|---|---|
| 1 | A | 320 | 20 specified securities (i.e. the minimum bid lot) + 38 specified securities [{35,00,000 – (1,00,000 * 20)} / {140,00,000 – (1,00,000 * 20)}] * 300 (i.e. 320-20) |
| 2 | B | 220 | 20 specified securities (i.e. the minimum bid lot) + 25 specified securities [{35,00,000 – (1,00,000 * 20) / {140,00,000 – (1,00,000 * 20)}] * 200 (i.e. 220-20) |
| 3 | C | 120 | 20 specified securities (i.e. the minimum bid lot) + 13 specified securities [{35,00,000 – (1,00,000 * 20)} / {(140,00,000 – (1,00,000 * 20)}] * 100 (i.e. 120-20) |
| 4 | D | 60 | 20 specified securities (i.e. the minimum bid lot) + 5 specified securities [{(35,00,000 – 1,00,000 * 20)} / {(140,00,000 – (1,00,000 * 20)}] * 40 (i.e. 60-20) |
| 5 | D | 20 | 20 specified securities (i.e. the minimum bid lot) |
B.
(1) Total no. of specified securities on offer @ Rs. 600 per share: 1 crore specified securities.
(2) Specified securities on offer for retail individual investors’ category: 35 lakh specified securities.
(3) The issue is over subscribed 7 times whereas the retail individual investors’ category is over subscribed 9.37 times.
(4) Issuer decides to fix the minimum application / bid size as 20 specified securities (falling within the range of Rs. 10,000 – 15,000). Application can be made for a minimum of 20 specified securities and in multiples thereof.
(5) Assume that a total of two lakh retail individual investors have applied in the issue, in varying number of bid lots i.e. between 1 – 16 bid lots, based on the maximum application size of upto Rs. 2,00,000, as per the table shown below.
(6) As per allotment procedure, the allotment to retail individual investors shall not be less than the minimum bid lot, subject to availability of shares.
(7) Since the total number of shares on offer to retail individual investors is 35,00,000 and the minimum bid lot is 20 shares, the maximum no. of investors who can be allotted this minimum bid lot will be 1,75,000. In other words, 1,75,000 retail applicants will get the minimum bid lot and the remaining 25,000 retail applicants will not get allotment.
The details of allotment shall be as follows:
Note: For the purpose of IDR, minimum application size shall be twenty thousand rupees.]
| No. of Lots | No. of Shares at each lot | No. of retail Investors applying at each lot | Total No. of Shares applied for at each lot | No. of investors who shall receive minimum bid-lot (to be selected on lottery) |
|---|---|---|---|---|
| A | B | C | D=(B*C) | E |
| 1 | 20 | 10,000 | 2,00,000 | 8,750 =(1,75,000/2,00,000)*10,000 |
| 2 | 40 | 10,000 | 4,00,000 | 8,750 |
| 3 | 60 | 10,000 | 6,00,000 | 8,750 |
| 4 | 80 | 10,000 | 8,00,000 | 8,750 |
| 5 | 100 | 20,000 | 20,00,000 | 17,500 |
| 6 | 120 | 20,000 | 24,00,000 | 17,500 |
| 7 | 140 | 15,000 | 21,00,000 | 13,125 |
| 8 | 160 | 20,000 | 32,00,000 | 17,500 |
| 9 | 180 | 10,000 | 18,00,000 | 8,750 |
| 10 | 200 | 15,000 | 30,00,000 | 13,125 |
| 11 | 220 | 10,000 | 22,00,000 | 8,750 |
| 12 | 240 | 10,000 | 24,00,000 | 8,750 |
| 13 | 260 | 10,000 | 26,00,000 | 8,750 |
| 14 | 280 | 5,000 | 14,00,000 | 4,375 |
| 15 | 300 | 15000 | 45,000 | 13,125 |
| 16 | 320 | 10,000 | 32,00,000 | 8,750 |
| Total | 2,00,000 | 328,00,000 | 1,75,000 |
SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009
SCHEDULE XVI
FORMATS OF POST ISSUE REPORTS
PART A
334[*******]
PART B
[See regulations 65(2)(a) and 104(2)(a)]
FORMAT OF INITIAL POST ISSUE REPORT FOR RIGHTS ISSUE
Subscription Status: (Subscribed / Undersubscribed)
Note: It is the responsibility of lead merchant banker to give correct information after verifying it from the issuer and the registrar to the issue.
(1) Name of the issuer :
(2) Issue opening date :
(3) Actual closing date :
(4) Date of filing letter of offer with the stock exchange :
(5) Issue details (as per the letter of offer) :
(a) Basis of offer (ratio) :
(b) Nature of specified securities : (equity shares/fully convertible debentures/partly convertible debentures, etc.)
(c) Offer price per instrument :
(d) Amt. per instrument on application :
(e) Issue size : Rs. lakhs
(6) Record date :
(7) Provisional subscription details of the issue :
(a) Total amount to be collected on application : Rs. lakhs
(b) Amount collected on application : Rs. lakhs
(c) % subscribed i.e. % of (ii) to (i) : (%)
(d) Please tick mark whether 90% minimum subscription collected : (i) YES (ii) NO
Signed by Signed by Signed by
Registrars to the Issue Issuer Lead merchant banker
Place:
Date:
PART C
[See regulations 335[65(1)] and 104(2)(b)]
FORMAT OF FINAL POST ISSUE REPORT FOR PUBLIC ISSUE
Subscription Status: (Subscribed / Undersubscribed)
Notes:
(1) It is the responsibility of lead merchant banker to give correct information after verifying the facts from the issuer and the registrar to the issue.
(2) The lead merchant banker shall enclose a certificate from the refund banker that the amount of refund due from the issuer to investors is deposited in a separate account giving details of the total amount deposited in the account and date of deposit.
(I) IN CASE OF SUBSCRIBED ISSUE:
(1) Name of the issuer :
(2) Issue opening date :
(3) Actual closing date :
(4) Issue Details (as per the prospectus) :
(a) Nature of instrument : (equity shares/fully convertible debentures/partly convertible debentures, etc.)
(b) Offer price per instrument :
(c) Amount per instrument on application :
(d) Issue Size : Rs. in lakhs
(5) 336[***]
(6) No. of collecting banks : (Also specify no. of bank branches)
(7) Bank-wise names of branches which did not submit final consolidated certificates from closure of issue and mention the dates when they actually submitted :
(8) Subscription Details :
(a) Public Offer (Net) (Including unsubscribed portion of reserved category added back to net public offer)
(i) No. of applications recd. :
(ii) No. of instruments applied for :
(iii) Amount of subscription received : Rs.
(iv) No. of times issue subscribed :
(b) Information relating to reserved categories Reservations No. of applications No. of instruments Amount Employees Others
(Specify)
(9) Actual Date of finalisation of Basis of Allotment (enclose copy) :
(10) Allotment Details :
(a) No. of successful allottees per 1 lakh shares :
(b) No. of unsuccessful allottees :
(8) Actual Date(s) of completion of despatch of :
(a) Refund Orders :
(b) Certificates/Allotment Letters : (c) Reasons for delay in despatch, if any :
(d) Whether interest paid for delayed period, if so, for which period :
(9) Amount of refund due : Rs.
(10) Refund Banker(s) (Name and Address) :
(11) Date of transfer of refund amount to Refund Banker, if any :
(12) Date of completion of despatch of refund orders :
(13) Name of Designated Stock Exchange :
(14) Names of other stock exchanges where listing is sought :
(15) Date on which application was filed with each stock exchange for listing of instruments :
(16) Date when listing and trading permission given by each stock exchange (Enclose copies of permission letters of stock exchanges) :
(17) Reasons for delay in listing for trading, if any :
(II) IN CASE OF UNDER SUBSCRIBED ISSUE:
(1) If the issue is underwritten, mention the amount of issue underwritten :
(2) Extent of under subscription on the date of closure of the issue
(a) Percentage :
(b) Amount :
(3) Total no. of underwriters :
(4) If devolvement notices had not been issued, mention how the shortfall was met :
(5) No. of underwriters to whom devolvement notices had been issued :
(6) Date of issue of devolvement notices :
(7) No. of underwriters who did not pay devolvement (Please give names, amount underwritten and reasons for not paying) :
(8) In case of default from underwriters, mention how the shortfall was met :
(9) In case where FIs/ MFs had subscribed to make up shortfall not as underwriter :
(a) Name of FI/MF :
(b) No. of securities applied for :
(c) Amount received :
Certified that the information given above and also in the enclosures are true to the best of our knowledge and no refund orders / allotment letters / certificates are pending for despatch in respect of the issue.
Certified that specified securities to be locked in are duly inscribed with the words “specified securities cannot be hypothecated / transferred / sold till ………”
Signed by Signed by Signed by
Registrars to the Issue Issuer Lead Merchant Banker(s)
Place:
Date:
PART D
[See regulations 65(2)(b) and 104(2)(b)]
FORMAT OF FINAL POST ISSUE REPORT FOR RIGHTS ISSUE
Subscription Status: (Subscribed / Undersubscribed)
Notes:
(1) It is the responsibility of lead merchant banker to give correct information after verifying it from the issuer and the registrar to the issue.
(2) The lead merchant banker shall enclose a certificate from the banker to issue that the amount of refunds due from the issuer to investors is deposited in a separate account giving details of the total amount deposited in the account and date of deposit.
(I) IN CASE OF SUBSCRIBED ISSUE:
(1) Name of the issuer :
(2) Issue Opening date :
(3) Actual closing date :
(4) Issue Details (as per the letter of offer)
(a) Basis of offer :
(b) Nature of instrument : (equity shares/fully convertible debentures/partly convertible debentures, etc.) Offer price per instrument (c) Amt. per instrument on application :
(d) Issue Size : Rs. in lakhs
(5) 3-Day Report
(a) Due on :
(a) Submitted on :
(6) No. of collecting banks (Also specify no. of bank branches) :
(7) Bank-wise names of branches which did not submit final consolidated certificate from closure of issue and mention the dates when they actually submitted :
(8) Details of subscription :
(a) Percentage of rights taken up by :
(i) Promoters :
(ii) Other Shareholders :
(b) Percentage of rights renounced by:
(i) Promoters :
(ii) Others :
(c) Percentage of rights taken by shareholders/ renounces :
(d) Percentage at the disposal of the Board :
(e) Out of the unsubscribed portion as in above, taken by :
(i) Promoters :
(ii) Others :
(9) Promoters’ shareholding : No. of Shares Percentage
(a) Prior to the Issue :
(b) On Expanded Capital after the rights issue:
(10) Date of finalisation of allotment (enclose copy of the basis of allotment) :
(11) (a) Name and Address of Refund Banker :
(b) Amount of refund due :
(c) Date of transfer of refund amount to refund banker, if any :
(12) Actual date(s) of completion of despatch of:
(a) Refund orders :
(b) Certificate/ allotment letters/ demat credit :
(c) Reasons for delay in despatch, if any :
(d) Whether interest paid for delayed period, if so, for which period :
(13) Name of designated stock exchange :
(14) Names of other stock exchanges where listing is sought :
(15) 15th day from the date of closure of the issue :
(16) Date on which application was filed with each stock exchange for listing of instruments :
(17) Date when listing and trading permission given by each stock exchange (Enclose copies of permission letters of stock exchanges) :
(18) Reason for delay in listing for trading, if any :
(II) IN CASE OF UNDER SUBSCRIBED ISSUE:
(1) Extent of under-subscription on the date of closure of the issue
(a) Percentage :
(b) Amount :
(2) Details of standby assistance, if any
(a) No. of Underwriters :
(b) No. of Underwriters who did not pay devolvement (Please give names, amount underwritten and reasons for not paying) :
(3) In case where FIs/ MFs had subscribed to make up shortfall not as underwriter
(a) Name of FI/MF :
(b) No. of securities applied for :
(c) Amount Received :
CERTIFIED that the information given above and also in the enclosures are true to the best of our knowledge and no refund orders / allotment letters / certificates are pending for despatch in respect of the issue.
Certified that specified securities to be locked- in are duly inscribed with the words “specified securities can not be hypothecated / transferred / sold till ………”
Signed by Signed by Signed by
Registrars to the Issue Issuer Lead Merchant Banker(s)
Place:
Date:
SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009
SCHEDULE XVII
[See regulation 67(4) and 105]
FORMAT OF UNDERWRITING DEVOLVEMENT STATEMENT
(1) Name of the merchant banker :
(2) Name of the issuer :
(3) Issue size :
(4) Issue-wise statement of non-acceptance of underwriting devolvement :
Sr. No. – Name of the Underwriter – Amount underwritten – Amount devolved – Date of issue of notice of devolvement, if any – Reasons for not accepting devolvement
SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009
SCHEDULE XVIII
[See 337[regulations 84(1) and 91E(1)]]
DISCLOSURES IN PLACEMENT DOCUMENT
(1) Disclaimer to the effect that the Memorandum relates to an issue made to qualified institutional buyers under Chapter VIII of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirement) Regulations, 2009 and that no offer is being made to the public or any other class of investors.
(2) Glossary of terms/abbreviations
(3) Financial statements contained herein
(4) Merchant bankers/merchant bankers to the placement and other advisors
(5) Summary of the offering and eligible security
(6) Risk factors
(7) Market price information: Disclose particulars of:-
(a) high, low and average market prices of equity shares of the issuer during the preceding three years;
(b) monthly high and low prices for the six months preceding the date of filing of the prospectus;
(c) number of equity shares traded on the days when high and low prices were recorded in the relevant stock exchange during period of (i) and (ii) above, and total volume traded on those dates;
(d) the stock market data referred to above shall be shown separately for periods marked by a change in capital structure, with such period commencing from the date the concerned stock exchange recognizes the change in the capital structure (e.g., when the equity shares have become ex-rights or ex-bonus)
(e) the market price immediately after the date on which the resolution of the board of directors approving the issue was approved
(f) the volume of securities traded in each month during the six months preceding the date on which the offer document is filed with Registrar of Companies;
(g) along with high, low and average prices of shares of the issuer, details relating to volume of business transacted should also be stated for respective periods.
(8) Use of proceeds:
(a) purpose of the issue;
(b) break-up of the cost of project for which the money is raised through issue;
(c) the means of financing such project; and
(d) proposed deployment status of the proceeds at each stage of the project.
(9) Capitalization Statement
(10) Dividends
(11) Selected Financial and other Information
(12) The audited consolidated or unconsolidated financial statements prepared in accordance with Indian GAAP shall contain the following:
(a) Report of Independent Auditors on the Financial Statements
(b) Balance sheets
(c) Statements of income
(d) Schedules to accounts
(e) Statements of changes in stockholders’ equity
(f) Statements of cash flows
(g) Statement of accounting policies
(h) Notes to financial statements
(i) Statement relating to subsidiary companies (in case of unconsolidated financial statements)
(13) Management’s Discussion and Analysis of financial condition and results of operations
(14) Industry description
(15) Business description
(16) Organizational structure and major shareholders
(17) Board of directors and senior management
(18) Taxation aspects relating to the eligible securities
(19) Legal proceedings
(20) Accountants
(21) General Information
(22) Such other information as is material and appropriate to enable the investors to make an informed decision.
SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009
SCHEDULE XIX
[See regulations 103(2)(b) and 103(3)]
DISCLOSURES IN PROSPECTUS AND ABRIDGED PROSPECTUS FOR ISSUE OF INDIAN DEPOSITORY RECEIPTS
PART A
[See regulation 103(2)(b)]
DISCLOSURES IN PROSPECTUS FOR ISSUE OF INDIAN DEPOSITORY RECEIPTS
A prospectus for issue of Indian Depository Receipts (IDR) shall contain all details as specified herein.
(1) GENERAL INSTRUCTIONS WITH RESPECT TO CONTENTS OF THE PROSPECTUS:
(a) The merchant banker has the option to file the draft prospectus as a public filing or a confidential filing, accompanied with fees as prescribed in Rule 5(1)(ii) of the Companies (Issue of Indian Depository Receipts) Rules, 2004.
(b) Where the merchant banker opts for confidential filing of the draft prospectus, it shall subsequently file an updated draft prospectus with the Board (without payment of any additional fees), after incorporating therein changes, if any, suggested or specified by the Board. The updated draft prospectus shall be made public for a period of twenty one days from the date of its filing with the Board.
(c) The contents of the prospectus including the financial statements of the issuing company, its subsidiaries and associates shall be in plain English.
(d) The term “associate” for the purpose of this Schedule would mean “associate” as defined in Indian GAAP, or IFRS or US GAAP in which the financial statements of the issuing company are disclosed.
(e) The prospectus shall contain all material information which shall be true and adequate so as to enable the investors to make informed decision on the investments in the issue.
(f) The prospectus shall also contain the information and statements specified herein.
(g) The issuing company shall, through a merchant banker file a prospectus certified by two authorized signatories of the issuing company, one of whom shall be a whole-time director and other the Chief Accounts Officer or the Chief Financial Officer, stating the particulars of the resolution of the Board or the shareholders by which it was approved, with the Board and Registrar of Companies, New Delhi, before such issue. They shall also certify that all the disclosures made in the prospectus are correct and adequate.
(h) The agreement made with the domestic depository shall also be furnished along with the prospectus.
(i) The lead merchant banker who is responsible for conducting due diligence exercise with respect to contents of the offer document, as per inter-se allocation of responsibilities, shall sign the due diligence certificate
(j) A statement shall be made by the merchant banker in the prospectus (including a due diligence certificate) in the format as specified in format specified in Part C.
(k) A statement will be made by the issuing company, disclaiming responsibility for statements made otherwise than in the prospectus, as follows:
“The issuing company, its directors and the merchant banker accept no responsibility for statements made otherwise than in the prospectus or in the advertisements or any other material issued by at our instance and anyone placing reliance on any other source of information including our website______ shall be doing so at his or her own risk.”
(2) THE ISSUE: Summary of the terms of offer shall be incorporated, including:
(a) Offer and listing details
(b) Plan of distribution
(c) Markets
(d) Selling shareholders, if any
(e) Dilution
(f) Expenses of the Issue
(3) FORWARD LOOKING STATEMENTS: A paragraph on the statements that are forward looking statements and not matters of historical facts shall be incorporated. A statement on the sources of data used in the prospectus and their accuracy shall also be incorporated. A line should also be incorporated on whether these have been independently verified.
(4) GENERAL INFORMATION:
(a) Definitions/terms used in the prospectus
(b) Name, address and contact information of the registered office of the issuing company;
(c) Name, address and contact information of the domestic depository, the overseas custodian bank with the address of its office in India, the merchant banker, the underwriter to the issue, advisors to the issue and any other intermediary which may be appointed in connection with the issue of IDR;
(d) Names, addresses and contact information of experts and counsel;
(e) Name, address and contact information of the compliance officer in relation to the issue of IDR. [The compliance officer should be placed in India].
(f) Name, address and contact information of stock exchanges where applications are made or proposed to be made for listing of the IDR;
(g) Disclosure about provisions relating to punishment for fictitious applications;
(h) Statement/declaration for refund of excess subscription
(i) Statement that an interest of 15% p.a. would be paid to the investors if the allotments letters / refund orders are not despatched within fifteen days of the closure of the public issue
(j) Declaration about issue of allotment letters/certificates/ IDR within the stipulated period;
(k) Date of opening of issue;
(l) Date of closing of issue;
(m) Method and expected timetable of the issue
(n) A statement that subscription to the issue shall be kept open for at least three working days and not more than ten working days
(o) Date of earliest closing of the issue;
(p) Declaration by the merchant banker with regard to adequacy of resources of underwriters to discharge their respective obligations, in case of being required to do so;
(q) A statement by the issuing company that all moneys received out of issue of IDR shall be transferred to a separate domestic bank account, name and address of the bank and the nature and number of the account to which the amount shall be credited;
(r) Details of availability of prospectus and forms, i.e., date, time, place etc;
(s) Amount and mode of payment seeking issue of IDR
(t) Disclosure on Investor Grievances and Redressal System:
(i) The arrangements or any mechanism evolved by the issuing company for redressal of investor grievances.
(ii) The past record (for a minimum period of three years before the date of the prospectus) of investor grievance redressal of the issuing company and its listed subsidiaries/associates including details as to the time normally taken by it for disposal of various types of investor grievances.
(iii) That the company undertakes to subject itself to the jurisdiction of Indian courts having jurisdiction over the place where the stock exchange is situated regarding grievances of the IDR applicants and IDR holders.
(5) RISK FACTORS AND MANAGEMENT PERCEPTION, IF ANY:
(a) Risk factors shall be disclosed as follows:
(i) Risk factors associated with the issuing company’s business
(ii) Risk factors associated with the country of the issuing company proposing to issue IDR
(iii) Risk factors associated with the IDR / underlying shares
(b) Risk factors shall be classified as those which are specific to the project and internal to the issuing company and those which are external and beyond the control of the issuing company.
(c) Risk factors shall be determined on the basis of their materiality.
(d) Materiality shall be decided taking the following factors into account:
(i) Some events may not be material individually but may be found material collectively.
(ii) Some events may have material impact qualitatively instead of quantitatively.
(iii) Some events may not be material at present but may be having material impacts in future.
(e) The Risk factors shall appear in the prospectus in the following manner:
(i) Risks envisaged by the management of the issuing company.
(ii) Proposals, if any, to address the risks.
(iii) Any ‘notes’ required to be given prominence shall appear immediately after the risk factors.
(6) RECENT DEVELOPMENTS: Important events in the recent past (two financial years preceding the issue) providing details of important developments on three key areas: Operations & Management, Shareholding patterns and Business Environment, shall be mentioned.
(7) MARKET PRICE INFORMATION AND OTHER INFORMATION CONCERNING THE SHARES IN THE DOMESTIC MARKET OF THE ISSUING COMPANY: The following information should be provided exchange-wise, if the securities are listed in more than one exchange. This information should be updated as on last available date before the date of prospectus. This information shall also b given if it is a further issue of IDR which are already listed in India:
(a) Market price of shares for each quarter of the last three calendar years preceding the calendar year preceding the year of the issue of Prospectus (High, Low, Average Daily Trading Volume)
(b) Market price of shares for each month of the calendar year preceding the year of the issue of prospectus (High, Low, Average Daily Trading Volume)
(c) Market price of shares for the month preceding the date of prospectus (High, Low, Average Daily Trading Volume)
(d) The opening and closing price on the last day of the month preceding the date of the prospectus along with the volume
(8) DIVIDENDS:
(a) Dividend policy of the issuing company
(b) Rate of dividend and amount of dividend paid for the last five financial years
(c) Regulatory framework in the country of incorporation/share listed concerning dividends
(d) Details of arrangement with the depositories for payment of dividend to the IDR holders
(e) Information about changes, if any, in dividends announced and dividends paid and time gap between the dividends announced and dividends paid.
(f) Information about dividend yield.
(g) Taxation aspects of dividend distribution.
(9) EXCHANGE RATES:
(a) Brief history of the pattern of exchange rates between the country of incorporation/where shares are listed and India
(b) High, Low, Average Rates for the last five years
(c) High, Low, Average Rates for the last twelve months
(10) FOREIGN INVESTMENT AND EXCHANGE CONTROLS OF THE COUNTRY OF INCORPORATION/ WHERE SHARES ARE LISTED: Information relating to the relevant foreign investment laws and exchange control regulations of the country of incorporation or country where the underlying equity shares are listed.
(11) OBJECTS OF THE ISSUE / USE OF PROCEEDS:
The following shall be disclosed:
(a) The purpose of the issue
(b) Break-up of the cost of project for which the money is raised through the IDR issue
(c) The means of financing such project and
(d) The proposed deployment status of the proceeds at each stage of the project.
338[(11A) Interim Use of Funds: The issuer company shall keep funds in a bank having a credit rating of ‘A’ or above by an international credit rating agency.]
(12) CAPITALISATION STATEMENT
>
| Particulars | Pre-issue as (Figures in Rs. crores) | |||
|---|---|---|---|---|
| Short-Term Debt | Long Term Debt | Shareholders Funds Share Capital Reserves |
Total Shareholders Funds | Long Term Debt/Equity |
(13) CAPITAL STRUCTURE:
(a) Authorised, issued, subscribed and paid up capital (number of instruments, description, aggregate nominal value).
(b) Size of present issue.
(c) Paid-up Capital:
(i) before the issue;
(ii) after the issue (if the IDR issue involves issue of fresh equity shares); and
(iii) share premium account (before and after the issue)
(d) Detailed notes to capital structure
(e) Information with respect to Capital Structure shall also contain details regarding holdings of major shareholders i.e., the person or persons who are in over-all control of the company.
(f) 339[Different classes of shares based on different criteria, if any.]
(14) FINANCIAL INFORMATION:
340[General Instructions:
(1) The format of disclosure of financial results may be as per the disclosure requirements of the issuing company in the home country where the Issuing Company is listed.
(2) The issuing company shall intimate to the investors in the offer document the type of disclosures that it will follow i.e. whether as per Indian GAAP, IFRS or US GAAP and any change in such format shall be informed to the IDR Holders by way of notices to the stock exchange. ]
(a) The audited consolidated or unconsolidated financial statements, prepared in accordance with Indian GAAP (including all Accounting Standards issued by the Institute of Chartered Accountants of India) or with the International Financial Reporting Standards (IFRS) or US GAAP, for a period of three financial years immediately preceding the date of prospectus shall contain the following:
(i) Report of Auditors on the Financial Statements
(ii) Balance Sheets
(iii) Statements of Income
(iv) Schedules to Accounts
(v) Statements of Changes in Stockholders’ Equity
(vi) Statements of Cash Flows
(vii) Statement of Accounting Policies
(viii) Notes to Financial Statements
(ix) Statement Relating to Subsidiary Companies (in case of unconsolidated financial statements)
(x) Related Party transactions
(xi) Liquidity and Capital Resources.
(b) The financial information in the prospectus shall be disclosed in the issuing company’s functional currency/reporting currency/national currency and the reporting currency shall be restricted to Sterling Pound/Euro/Yen/US Dollar.
(c) In case, the financial results are prepared as per IFRS or US GAAP, the financial results shall be audited by a professional accountant or certified public accountant or equivalent (by whatever name called in the home country in accordance with the International Standards on Auditing (ISA)).
(d) Where the law of the home country requires annual statutory audit of the accounts of the issuing company, a report of the statutory auditor on the audited financial statements of the issuing company for each of the three financial years immediately preceding the date of the prospectus including the profits or losses, assets, liabilities and cash-flow statement of the issuing company at the last date to which the accounts of the issuing company were made in the specified form:
Provided the gap between date of opening of issue and date of report shall not exceed 120 days.
(e) The report prepared by the statutory auditors of the issuing company should disclose financial statements (as per relevant period in the annual report) in Indian Rupees (at the closing rate of exchange, as at the date on which the financial information is presented), compiled in a tabular form and include the consolidated or unconsolidated income statement, consolidated or unconsolidated cash flow statements, consolidated or unconsolidated balance sheet and the capitalisation statement required under item (12).
(f) The interim audited financial statements in respect of the period ending on a date which is less than 180 days prior to the date of opening of the issue have to be included in the report, if the gap between the ending date of the latest audited financial statements disclosed as above and the date of the opening of the issue is more than 180 days: Provided that if the gap between such date of latest audited financial statements and the date of opening of issue is 180 days or less, the requirement above shall be deemed to be complied with, if disclosures in respect of material changes in the financial position of issuing company for such gap are disclosed in the prospectus: Provided further that in case of an issuing company which is a foreign bank incorporated outside India and which is regulated by a member of the Bank for International Settlements or a member of the International Organization of Securities Commissions which is a signatory to a Multilateral Memorandum of Understanding, the requirement above, in respect of period beginning with last date of period for which the latest audited financial statements are made and the date of opening of the issue shall be satisfied, if the relevant financial statements are based on limited review report of such statutory auditor.
(g) In case the issuing company opts to prepare and disclose the financial results as per US GAAP, a reconciliation statement vis-a-vis Indian GAAP and summary of significant differences between the Indian GAAP and US GAAP has to be annexed with the report. If financial results are prepared in accordance with IFRS, then issuing company shall annex the summary of significant differences between the Indian GAAP and IFRS.
(h) Where the law of the home country does not require annual statutory audit of the accounts of the issuing company, a report, prepared in accordance with Indian GAAP certified by Chartered Accountant in practice within the terms and meaning of the Chartered Accountants Act, 1949 on the financial statements/ results of the issuing company for each of the three financial years immediately preceding the date of prospectus including the profits or losses, assets, liabilities and cash-flow statement of the issuing company at the last date to which the accounts of the issuing company were made in the specified form:
Provided that the gap between date of opening of issue and date of report shall not exceed 120 days.
(i) The report prepared by the Chartered Accountants should disclose financial statements in Indian Rupees (at the closing rate of exchange, as at the date on which the financial information is presented), compiled in a tabular form and include the consolidated or unconsolidated income statement, consolidated or unconsolidated cash flow statements, consolidated or unconsolidated balance sheet and the capitalisation statement required under item (12).
(j) The interim financial statements in respect of the period ending on a date which is less than 180 days prior to the date of opening of the issue have to be included in report, if the gap between the ending date of the latest financial statements disclosed above and the date of the opening of the issue is more than 180 days:
Provided that if the gap between such date of latest audited financial statements and the date of opening of issue is 180 days or less, the requirement above shall be deemed to be complied with if disclosures in respect of material changes in the financial position of issuing company for such gap are disclosed in the prospectus.
(k) If the proceeds of the IDR issue are used for investing in other body (ies) corporate, then following details of such body (ies) corporate shall be given:
(i) Names and address(es) of the body(ies) corporate;
(ii) The reports as stated above in respect of those body(ies) corporate also.
(15) STATEMENT ON MATERIAL DEVELOPMENTS SUBSEQUENT TO THE DATE OF THE LAST FINANCIAL STATEMENTS AS DISCLOSED IN THE PROSPECTUS: A statement by the directors whether in their opinion there have arisen any circumstances since the date of the last financial statements as disclosed in the prospectus any which materially and adversely affect or is likely to affect the trading or profitability of the issuing company, or the value of its assets, or its ability to pay its liabilities within the next twelve months, and if so, an outline of such circumstances and an assessment of their likely impact.
(16) MANAGEMENT DISCUSSION AND ANALYSIS OF THE FINANCIAL STATEMENTS (BY COMPARING THE RECENT FINANCIAL YEAR WITH THE PREVIOUS THREE FINANCIAL YEARS):
(a) A summary of past financial results after adjustments as given in the auditors report for the past three years containing significant items of income and expenditure shall be given.
(b) Overview of the business of the issuing company.
(c) Factors that may affect results of the operations.
(d) An analysis of reasons for the changes in significant items of income and expenditure shall also be given, inter alia, containing the following:
(i) unusual or infrequent events or transaction;
(ii) significant economic changes that materially affected or are likely to effect income from continuing operations;
(iii) known trends or uncertainties that have had or are expected to have a material adverse impact on sales, revenue or income from continuing operations;
(iv) future changes in relationship between costs and revenues, in case of events such as future increase in labour or material costs or prices that will cause a material change are known;
(v) the extent to which material increases in net sales or revenue are due to increased sales volume, introduction of new products or services or increased sales prices;
(vi) total turnover of each major industry segment in which the issuing company operated
(vii) status of any publicly announced new products or business segment;
(viii) the extent to which business is seasonal;
(ix) any significant dependence on a single or few suppliers or customers;
(x) competitive conditions.
(17) INDUSTRY AND BUSINESS OVERVIEW: Market including details of the competition, past production figures for the industry, existing industry capacity, past trends and future prospects regarding exports (if applicable), demand and supply forecasts (if given, should be essentially with assumptions unless sourced from a market research agency of repute), etc. to be given. Source of data used shall be mentioned.
(18) DETAILS OF THE ISSUING COMPANY:
(a) Main object, history and present business of the issuing company
(b) Location of the project, if any
(c) Installed capacity and the details of plant and machinery, infrastructure facilities, technology etc., where applicable
(d) Schedule of implementation of project and progress made so far, if applicable;
(e) Nature of product(s), consumer(s), industrial users
(f) Research and development, patents and licenses, etc.
(g) Property, plants and equipment
(h) Particulars of financial and other defaults, if any
(i) Underwriting
(j) Experts
(k) Where you can find additional information
(l) Enforcement of civil liabilities against foreign persons
(19) SUBSIDIARIES AND ASSOCIATES OF THE ISSUING COMPANY:
(a) The following information for the last three years based on the audited statements in respect of subsidiaries and associates of the issuing company:
(i) Date of Incorporation
(ii) Nature of activities
(iii) Equity Capital
(iv) Reserves (excluding revaluation reserve)
(v) Sales
(vi) Profit after tax (PAT)
(vii) Earnings per share (EPS) and
(viii) Net Asset Value (NAV)
(b) If the subsidiaries and associates are not required to prepare such audited statements as per the laws prevailing in those countries, the same may be certified as true and correct by the Board of Directors and the management of such companies, provided a certificate from a certified public accountant or equivalent practicing in the concerned country is submitted to the Board.
(20) MANAGEMENT:
(a) Details with respect to the promoters and their background. If there are no identifiable promoters, then the details and background of all persons who hold 5% or more equity share capital of the issuing company.)
(b) Details of the Board of Directors and the Key Managerial Personnel (i.e. name, address(es) of directors, manager, managing director or other principal officers of the issuing company, age, qualifications, industry experience, other directorships).
(c) Remuneration of the Directors and the Key managerial personnel with detailed breakup, sitting fees, their relation with promoters / controlling shareholder(s), if any, their equity holding in the issuing company, duration of their association with the issuing company.
(d) Organisational structure
(e) Practices of the Board of Directors
(f) Employees
(21) SECURITIES MARKET OF THE COUNTRY OF INCORPORATION WHERE SHARES ARE LISTED:
(a) Brief History
(b) Stock exchange regulation
(c) Listing Regulations
(d) Details of the securities market regulator of the country of the issuing company
(e) Whether the securities market regulator of the country of the issuing company has signed any MoU with the Board/IOSCO
(f) Disclosure under the Companies Act and Securities Regulations (or equivalent thereof)
(g) Stock exchanges
(h) Takeover Code/Buy back Code
(i) Reforms in some key sectors of the economy
(j) Restriction on foreign ownership of securities
(k) Overview of the financial sector
(l) Nature of the securities trading market in that country
(m) A statement of how the enforcement of Indian securities laws would be affected by the fact that the issuing company is located outside India
(n) A comparative analysis of the corporate governance provisions that would be followed by the issuing company vis-à-vis that is applicable to Indian listed companies.
(22) DESCRIPTION OF THE IDR AND RIGHTS OF IDR HOLDERS:
(a) Brief description of the IDR
(b) Dividends, other distributions and rights of IDR holders
(c) Voting rights if any and the manner of their exercise by IDR holders, if any.
(d) Record dates and how the same will be disclosed.
(e) Reports and other communication to which the IDR holders will be entitled.
(f) Procedure of conversion of IDR into shares
(g) Governing law regarding various aspects of IDR and transactions therein.
(23) PROVISIONS REGARDING TRANSFER OF SHARES AND DEPOSITORY RECEIPTS:
(a) Provisions regarding transfer of IDR
(b) Outline of provisions regarding transfer of underlying shares after conversion
(24) INFORMATION RELATING TO THE DEPOSITARY – INDIAN AND INTERNATIONAL: Brief details of the domestic depository, overseas custodian bank and depository agreement.
(25) APPROVALS OF THE GOVERNMENT/REGULATORY AUTHORITIES:
Information relating to statutory and regulatory approvals required in home country for the issue and the related aspects and their status, and approvals from Indian regulatory authorities.
(26) TAXATION FRAMEWORK IN INDIA AND THE COUNTRY OF INCORPORATION/ WHERE SHARES ARE LISTED: Information relating to relevant provisions of taxation law, tax treaties and their impact for IDR holders.
(27) OUTSTANDING LITIGATIONS AND DEFAULTS:
(a) Material litigation / liabilities/defaults including arrears / potential liabilities of the issuing company, its promoters / controlling shareholders / directors and its subsidiaries and associates.
(b) Materiality shall be determined on the basis of factors which are specific to the project and to the issuing company, its promoters / controlling shareholders / directors, its subsidiaries and associates, which may have a bearing on the performance of the issuing company.
(c) Materiality shall be decided taking the following factors into account:
(i) Some litigation/defaults may not be material individually but may be found material collectively.
(ii) Some litigation/defaults may have material impact qualitatively instead of quantitatively.
(iii) Some litigation/defaults may not be material at present but may be having a material impact in future.
(28) BASIS OF ISSUE PRICE:
(a) Earnings per share i.e. EPS pre-issue for the last three years (as adjusted for changes in capital)
(b) P/E pre-issue
(c) Average return on net worth in the last three years
(d) Minimum return on increased net worth required to maintain pre-issue EPS
(e) Net Asset Value per share based on last balance sheet
(f) Net Asset Value per share after issue and comparison thereof with the issue price
(g) Comparison of all the accounting ratios of the issuing company as mentioned above with the industry average and with the accounting ratios of the peer group (i.e. companies of of shares (including the statement about the issue price being “X” times of the face value) and that of the IDR. The aggregate face value of the total equity shares underlying a single comparable size in the same industry. [The source from which industry average and accounting ratios of the peer group has been taken should be indicated].
(h) The face value IDR shall also be given.
Provided that the projected earnings shall not be used as a justification for the issue price in the prospectus.
Provided further that the accounting ratios disclosed in the prospectus in support of basis of the issue price shall be calculated after giving effect to the consequent increase in capital on account of compulsory conversions outstanding, as well as on the assumption that the options outstanding, if any, to subscribe for additional capital will be exercised.
(29) MAIN PROVISIONS OF ARTICLES OF ASSOCIATION / MAIN CHARTER OF THE ISSUING COMPANY
(30) MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION: Place at which inspection of the documents specified under rule 7 of the Companies (Issue of Indian Depository Receipts) Rules, 2004, the prospectus, the financial statements and auditor’s report thereof will be allowed during the normal business hours.
(31) OTHER INFORMATION:
(a) Disclosure of mandatory vetting of the prospectus by the legal counsel to the issuing company operating at the place where the registered office of the Issuing company is situated.
(b) Consent of merchant bankers, overseas custodian bank, the domestic depository and all other intermediaries associated with the issue of IDR.
(c) Fees and expenses payable to the intermediaries involved in the issue of IDR
PART B
[See regulation 103(3)]
DISCLOSURES IN ABRIDGED PROSPECTUS FOR ISSUE OF INDIAN DEPOSITORY RECEIPTS
General Instructions:
(1) The information to be provided under each of the heads specified below shall be as per the requirement of Part A of this Schedule except when specified otherwise.
(2) The abridged prospectus shall be printed in a font size which shall not be visually smaller than Times New Roman Size 10.
(3) The order in which items appear in the abridged prospectus shall correspond, as far as may be applicable, to the order in which items appear in the prospectus.
(4) The application form shall be so positioned that on the tearing-off of the application form, no part of the information given in the abridged prospectus is mutilated. The abridged prospectus for the issue of Indian Depository Receipts (IDR) shall contain the following disclosures:
(1) General Information:
(a) The name of the issuing company and address of the registered office of the issuing company, along with telephone number, fax number, e-mail address and website address, and where there has been a change in the address of the registered office or name of the issuing company, details thereof.
(b) Name, address and contact information of the registered office of the issuing company;
(c) Name, address and contact information of the domestic depository, the overseas custodian bank with the address of its office in India, the merchant banker, the underwriter to the issue, advisors to the issue and any other intermediary which may be appointed in connection with the issue of IDR;
(d) Names, addresses and contact information of experts and counsel;
(e) Name, address and contact information of the compliance officer in relation to the issue of IDR. The compliance officer should be placed in India
(f) Name, address and contact information of Stock Exchanges where applications are made or proposed to be made for listing of the IDR;
(g) Disclosure about provisions relating to punishment for fictitious applications;
(h) Statement/declaration for refund of excess subscription
(i) Statement that an interest of 15% p.a. would be paid to the investors if the allotments letters / refund orders are not despatched within 15 days of the closure of the public issue, as the case may be
(j) Declaration about issue of allotment letters/certificates/ IDR within the stipulated period;
(k) Date of opening of issue;
(l) Date of closing of issue;
(m) Method and Expected Timetable of the issue;
(n) A statement that subscription to the issue shall be kept open for atleast 3 working days and not more than 10 working days;
(o) Date of earliest closing of the issue;
(p) Declaration by the merchant banker with regard to adequacy of resources of underwriters to discharge their respective obligations, in case of being required to do so;
(q) A statement by the issuing company that all moneys received out of issue of IDR shall be transferred to a separate domestic bank account, name and address of the bank and the nature and number of the account to which the amount shall be credited;
(r) Details of availability of prospectus and forms, i.e., date, time, place etc;
(s) Amount and mode of payment seeking issue of IDR
(t) Disclosure on Investor Grievances and Redressal System:
(u) That the issuing company undertakes to subject itself to the jurisdiction of Indian Courts having jurisdiction over the place where the stock exchange is situated regarding grievances of the IDR applicants and IDR holders.
(2) Capital Structure of the issuing company: Following details to be furnished:
(a) Authorised, issued, subscribed and paid up capital (Number of instruments, description, aggregate nominal value).
(b) Size of present issue.
(c) Paid-up Capital:
(i) before the issue;
(ii) after the issue (if the IDR issue involves issue of fresh equity shares); and
(iii) share premium account (before and after the issue)
(d) Detailed notes to Capital Structure
(e) 341[Different classes of shares based on different criteria, if any.]
(3) Terms of the Present Issue:
(a) Authority for the issue, terms of payment and procedure and time schedule for allotment and issue of certificates/ refund orders.
(b) The clause “Interest in Case of Delay in Despatch of Allotment Letters/ Refund Orders in case of public issues” shall appear.
(4) Instructions for applicants:
(a) How to apply, availability of prospectus, abridged prospectus and application forms, mode of payment and book building procedure, if relevant.
(b) In the application form, the declaration relating to nationality and residentship shall be shown prominently as under:
“Nationality and Residentship (Tick whichever is applicable)
(i) I am / We are Indian National(s) resident in India and I am/we are not applying for the said equity shares as nominee(s) of any person resident outside India or Foreign National(s).
(ii) I am / We are Indian National(s) resident in India and I am / We are applying for the said equity shares as Power of Attorney holder(s) of Non- Resident Indian(s) mentioned below on non-repatriation basis.
(iii) I am / We are Indian National(s) resident outside India and I am/we are applying for the said equity shares on my / our own behalf on non-repatriation basis.”
(c) The application form should contain necessary instructions/ provisions for the following:
(i) Instructions to applicants to mention the number of application form on the reverse of the instruments to avoid misuse of instruments submitted along with the applications for shares/ debentures in public issues.
(ii) Provision in the application form for inserting particulars relating to bank account number and the name of the bank with whom such account is held, to enable printing of the said details in the refund orders or for refunds through Electronic Clearing System.
(iii) Instruction to applicants to disclose Permanent Account Number in the application form, irrespective of the amount for which application / bid is made, along with the instruction that applications without Permanent Account Number would be rejected.
(iv) Disclosure of PAN/GIR number.
(v) Details of options, if any, to receive securities subscribed for and a statement that trading in securities on the stock exchanges in physical form will be available only subject to limits prescribed by the Board for time to time.
(d) Any special tax benefits for issuing company and its shareholders (Only section numbers of the Income Tax Act and their substance should be mentioned, without reproducing the text of the sections)
(e) Restrictions on investments in IDR / fungibility of IDR
(5) Particulars of the Issue:
(a) Objects of the issue
(b) Project cost
(c) Means of financing
(d) Name of Appraising Agency, if any
(e) Name of Monitoring Agency, if any
(6) Description of the IDR and Rights of IDR Holders:
(a) Brief description of the IDR
(b) Dividends, Other Distributions and Rights of IDR holders
(c) Voting rights and their manner of exercise by IDR holders, if any.
(d) Record dates and how the same will be disclosed.
(e) Reports and other communication to which the IDR holders will be entitled.
(f) Conversion procedure of IDR into shares
(g) Governing Law regarding various aspects of IDR and transactions therein.
(7) Company, Management and Project:
(a) History and main objects and present business of the company.
(b) Promoters / controlling shareholders and their background.
(c) Names, address and occupation of manager, managing director, and other Directors (including nominee-directors and whole-time directors) giving their directorships in other companies.
(d) Location of the project
(e) Plant and machinery, technology, process, etc
(f) Collaboration, any performance guarantee or assistance in marketing by the collaborators
(g) Infrastructure facilities for raw materials and utilities like water, electricity, etc.
(h) Schedule of implementation of the project and progress made so far, giving details of land acquisition, civil works, installation of plant and machinery, trial production, date of commercial production etc
(i) Nature of the products/services and end users
(j) Existing, licensed and installed capacity of the product, demand of the product-existing, and estimated in the coming years as estimates by a Government authority or by any other reliable institution, giving source of the information. In case the company is providing services, relevant information with regard to nature/ extent of services, etc., have to be furnished.
(k) Approach to marketing and proposed marketing set up
(l) Export possibilities and export obligations, if any.
(m) Stock Market Data: Disclose particulars of:-
(i) Market price of shares for each quarter of the last three calendar years preceding the calendar year preceding the year of the issue of Prospectus (High, Low, Average Daily Trading Volume)
(ii) Market price of shares for each month of the calendar year preceding the year of the issue of Prospectus (High, Low, Average Daily Trading Volume)
(iii) Market price of shares for the month preceding the date of Prospectus (High, Low, Average Daily Trading Volume)
(iv) The Opening and Closing price on the last day of the preceding month of the date of Prospectus along with the volume
(v) This information should be provided, exchange wise, if the securities are listed in more than one exchange
(vi) This information should updated as on last available date before the date of prospectus
(vii) If it is a further issue of IDR which are already listed in India, the above information should be given about such IDR also
(8) Particulars with regard to the subsidiaries / associates of the issuing company: The following information for the last 3 years based on the audited statements in respect of subsidiaries and associates of the issuing company:
(a) Date of Incorporation;
(b) Nature of activities;
(c) Equity Capital;
(d) Reserves (excluding revaluation reserve);
(e) Sales;
(f) Profit after tax (PAT);
(g) Earnings per share (EPS); and
(h) Net Asset Value (NAV);
(9) Basis for Issue Price:
(a) Earnings per share i.e. EPS pre-issue for the last three years (as adjusted for changes in capital);
(b) P/E pre-issue
(c) Average return on net worth in the last three years
(d) Minimum return on increased net worth required to maintain pre-issue EPS;
(e) Net Asset Value per share based on last balance sheet;
(f) Net Asset Value per share after issue and comparison thereof with the issue price.
(g) Comparison of all the accounting ratios of the issuing company as mentioned above
with the industry average and with the accounting ratios of the peer group (i.e., companies of comparable size in the same industry. (Indicate the source from which industry average and accounting ratios of the peer group has been taken) Provided that the projected earnings shall not be used as a justification for the issue price in the prospectus.
Provided further that the accounting ratios disclosed in the prospectus in support of basis of the issue price shall be calculated after giving effect to the consequent increase in capital on account of compulsory conversions outstanding, as well as on the assumption that the options outstanding, if any, to subscribe for additional capital will be exercised.
(h) The face value of shares (including the statement about the issue price being “X” times of the face value) and that of the IDR. The aggregate face value of the total equity shares underlying a single IDR also shall be given
(10) Outstanding Material Litigations and Defaults (in a summarised tabular form): Material Litigation / Liabilities including arrears/Potential liabilities of the issuing company, its promoters / controlling shareholders / directors and its subsidiaries and associates.
(11) Material Development: Any material development after the date of the latest balance sheet and its impact on performance and prospects of the company.
(12) Expert opinion obtained, if any.
(13) Change, if any, in directors and auditors during the last three years and reasons thereof.
(14) Time and Place of Inspection of material contracts (List of material contracts not required)
(15) Financial Performance of the Issuing company for the last three years (Figures to be taken from the audited annual accounts in a tabular form):
(a) Balance Sheet Data: Equity Capital, Reserves (State Revaluation Reserve, the year of revaluation and its monetary effect on assets) and borrowings
(b) Profit and Loss data: Sales, Gross profit, Net profit, dividend paid, if any
(c) Any change in accounting policies during the last three years and their effect on the profits and the reserves of the issuing company
(d) Following information as extracted from the report of the auditors reproduced in the main prospectus:
(i) net profit before accounting for extra ordinary items
(ii) extra ordinary items
(iii) net profit after accounting for extra ordinary items
(16) Management Discussions and Analysis on Accounts
(17) Listed Ventures of Promoters / controlling shareholders
(18) Disclosure on Investor Grievances and Redressal System
(19) Statement regarding minimum subscription clause:
(a) Following statements shall appear for non-underwritten IDR issues:
(i) “If the issuing company does not receive the minimum subscription of ninety per cent. of the offer through offer document on the date of closure of the issue, or if the subscription level falls below ninety per cent. after the closure of issue on account of cheques having being returned unpaid or withdrawal of applications, the issuing company shall forthwith refund the entire subscription amount received.”
(ii) “If the issuing company fails to refund the entire subscription amount within fifteen days from the date of the closure of the issue, it is liable to pay the amount with interest to the subscribers at the rate of fifteen per cent. per annum for the period of delay.”
(b) Following statement shall appear for underwritten IDR issues:
“If the issuing company does not receive the minimum subscription of ninety per cent. of the offer through offer document including devolvement of underwriters within sixty days from the date of closure of the issue, the issuing company shall forthwith refund the entire subscription amount received with interest to the subscribers at the rate of fifteen per cent. per annum for the period of delay beyond sixty days.”
(20) Information relating to relevant provisions of Taxation law, Tax Treaties and their impact for IDR holders.”
(21) Brief details of the Domestic Depositary, Overseas Custodian Bank and Depositary Agreement.
(22) Information relating to statutory and regulatory approvals required in home country for the issue and the related aspects and their status, and approvals from Indian regulatory authorities.
(23) Signatories to the Prospectus.
PART C
[See regulation 342[101(5)]]
FORMAT OF THE DUE DILIGENCE CERTIFICATE TO BE FILED BY THE LEAD MANAGER FOR IDR ISSUES
To,
Securities and Exchange Board of India
Dear Sirs,
Sub.: Issue of …………….. (hereinafter referred to as ‘IDR’) by …………(hereinafter referred to as the ‘issuing company’)
We, the undernoted, have been appointed as the Merchant Banker (hereinafter referred to as the ‘Lead Merchant Banker’) to the proposed issue of IDR by the Issuing Company and we state as follows:
(1) The Draft Red Herring Prospectus (hereinafter referred to as the ‘DRHP’) is being filed with the Securities and Exchange Board of India (hereinafter referred to as the “Board”) in compliance with Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 (hereinafter referred to as the Regulations) or any statutory modification or re-enactment thereof read with the Companies (Issue of Indian Depository Receipts) Rules, 2004 (hereinafter referred to as “the IDR Rules”), on a public basis, for approval.
(2) We have examined the disclosures made by the Issuing Company in jurisdictions where its underlying equity shares are listed so as to ensure uniformity and parity of information shared with investors across different regulatory jurisdictions (hereinafter referred to as “publicly available information”) and participated in discussions with the senior management of the Issuing Company for the purpose of preparing disclosures on the Issuing Company in the DRHP.
(3) We have examined various documents, more particularly referred to in the Annexure hereto, in connection with the finalization of the DRHP pertaining to the said issue.
(4) On the basis of such examination and the discussions with the Issuing Company, its directors and other officers and other independent agencies/ experts/ reports, WE CONFIRM that:
(a) the DRHP forwarded to the Board is in conformity with the publicly available information and information based on representations made by the senior management of the Issuing Company;
(b) the requirements under the IDR Rules and the Regulations DIP Guidelines and other relevant laws framed by the Board, the Government and any other competent authority in this behalf have been duly complied with; and
(c) based on the publicly available information and representations made by the senior management of the Issuing Company, the disclosures made in the DRHP are certified to be true and are adequate to enable the investors to make a well informed decision as to the investment in the proposed issue.
(5) We confirm that besides ourselves, all the other intermediaries named in the DRHP, except [ ], are registered with the Board and that till date such registration is valid.
(6) We have satisfied ourselves about the worth of the underwriters to fulfil their underwriting commitments.
(7) We certify that the proposed activities of the Issuing Company for which the funds are being raised in the present issue fall within the ‘main objects’ listed in the object clause of the Memorandum of Association or other charter of the Issuing Company and that the activities which have been carried out until now are valid in terms of the object clause of its Memorandum of Association.
(8) We confirm that necessary arrangements have been made to ensure that the moneys received pursuant to the issue are kept in a separate bank account and that such moneys shall be released by the said bank only, after permission, for listing of IDR, is obtained from all the stock exchanges mentioned in the prospectus. We further confirm that the agreement entered into between the bankers to the issue and the Issuing Company specifically contains this condition.
(9) We certify that no payment in the nature of discount, commission, allowance or otherwise shall be made by the Issuing Company or the promoters, directly or indirectly, to any person who receives securities by way of firm allotment in the issue.
(10) We certify that disclosure has been made in the prospectus that the investors shall be given an option to get the IDR in demat or physical mode.
(11) We certify that the following disclosures have been made in the draft prospectus:
(a) An undertaking from the Issuing Company that at any given time there shall be only one denomination for the IDR of the Issuing Company and
(b) An undertaking from the Issuing Company that it shall comply with such disclosure and accounting norms specified by the Board from time to time.
(12) We confirm that none of the intermediaries named in the red herring prospectus / prospectus have been debarred from functioning by any regulatory authority.
(13) We confirm that all the material disclosures in respect of the Issuing Company have been made in the red herring prospectus / prospectus and certify that any material development in the Issuing Company or relating to the issue, up to the commencement of listing and trading of the IDR offered through this issue, shall be informed through public notices/ advertisements in all those newspapers in which pre-issue advertisement and advertisement for opening or closure of the issue have been given.
(14) We confirm that the abridged prospectus contain all the disclosures as specified in the Regulations.
(15) We confirm that agreements have been entered into with both the depositories for dematerialisation of the IDR of the Issuing Company
Place: Lead Merchant Banker(s) to the Issue
Date: with Official Seal(s)
ANNEXURE TO THE DUE DILIGENCE CERTIFICATE FOR THE ISSUE OF
…………………………. BY ………………………….
(1) Memorandum and Articles of Association of the Issuing Company.
(2) Necessary clearance from governmental, statutory, municipal authorities etc., for implementation of the project, wherever applicable.
(3) Documents in support of the track record and experience of the promoters and their professional competence.
(4) Listing Agreement of the Issuing Company for existing securities on the Stock Exchanges.
(5) Consent letters from Issuing Company’s auditors, Bankers to issue, Bankers to the Issuing Company, Lead Merchant Bankers, Brokers and where applicable, proposed Trustees.
(6) Applications made by the Issuing Company to the financial institutions/banks for financial assistance as per object of the issue and copies of relative sanction letters.
(7) Underwriting letters from the proposed underwriters to the issue.
(8) Audited Balance Sheets of the Issuing Company/Promoter companies for relevant periods.
(9) Auditors certificate regarding tax-benefits available to the Issuing Company, shareholders and debenture holders.
(10) Certificate from architects or any other competent authority on project implementation schedule furnished by the Issuing Company, if applicable.
(11) Reports from Government agencies / expert agencies / consultants / Issuing Company regarding market demand and supply for the product, industry scenario, standing of the foreign collaborators, etc.
(12) Documents in support of the infrastructural facilities, raw material availability, etc.
(13) Auditors’ Report for the period for which the accounts are disclosed in the offer document, indicating summary of audited accounts of the issuing company and also the summary of the audited accounts of the subsidiaries of the issuing company.
(14) Stock Exchange quotations of the last 3 years duly certified by designated stock exchange.
(15) Minutes of the general body meetings and board meetings of the Issuing Company for matters which are in the prospectus
(16) Revaluation certificate of Issuing Company’s assets given by the Government Valuer or any other approved valuer.
(17) Certificate from solicitors of the Issuing Company in regard to compliance of legal provisions of the prospectus.
(18) Certificate from Issuing Company’s legal counsel, operating at the place of its registered office, confirming that the legal counsel has done the mandatory vetting of the prospectus.
(19) A detailed checklist indicating compliance with each applicable regulation of the Regulations.
Place: Lead Merchant Banker(s) to the Issue
Date: with Official Seal(s)
SCHEDULE XIXA
343[******]
SCHEDULE XX
[See regulation 344[114]]
AMENDMENTS TO OTHER REGULATIONS
(1) Amendment of Securities and Exchange Board of India (Debenture Trustee) Regulations, 1993.
(i) in regulation 15,
(a) in sub-regulation (1), after clause (c) the following clause shall be inserted, namely:-
“(ca) supervise the implementation of the conditions regarding creation of security for the debentures and debenture redemption reserve, wherever applicable;”
(b) after sub-regulation (1), the following sub-regulation shall be inserted, namely:-
“(1A) The debenture trustee shall:
(a) obtain reports from the lead bank regarding progress of the project;
(b) monitor utilisation of funds raised in the issue;
(c) obtain a certificate from the issuer’s auditors:
(i) in respect of utilisation of funds during the implementation period of the project; and
(ii) in the case of debentures issued for financing working capital, at the end of each accounting year.”
(2) Amendment of Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992.
(i) in regulation 9, after sub-regulation (1A), the following sub-regulation shall be inserted, namely:
“(1B) The application for renewal under sub-regulation (1) shall be accompanied by details of the changes that have taken place in the information that was submitted to the Board while seeking registration or earlier renewal, as the case may be, and a declaration stating that no changes other than those as mentioned in such details have taken place.”
(ii) regulation 18 shall be omitted.
(iii) in regulation 20, sub-regulation (2) shall be omitted.
(iv) after regulation 21, the following regulation shall be inserted, namely:-
“21A. Merchant banker not to act as such for an associate.
(1) A merchant banker shall not lead manage any issue or be associated with any activity undertaken under any regulations made by the Board, if he is a promoter or a director or an associate of the issuer of securities or of any person making an offer to sell or purchase securities in terms of any regulations made by the Board:
Provided that a merchant banker who is an associate of such issuer or person may be appointed, if he is involved only in the marketing of the issue or offer.
Explanation: For the purposes of this regulation, a merchant banker shall be deemed to be an “associate of the issuer or person” if:
(i) either of them controls, directly or indirectly through its subsidiary or holding company, not less than fifteen per cent. of the voting rights in the other; or
(ii) either of them, directly or indirectly, by itself or in combination with other persons, exercises control over the other; or
(iii) there is a common director, excluding nominee director, amongst the issuer, its subsidiary or holding company and the merchant banker.”
(v) regulations 23, 24, 24A and 25 shall be omitted;
(vi) regulation 28 shall be renumbered as “28.(1)” and after the renumbered sub-regulation
(1), the following sub-regulation shall be inserted, namely:-
“(2) The merchant banker shall submit a half yearly report for the period ending with 31st March and 30th September of every year, in the format specified in schedule IV, within three months from the close of the period to which it corresponds.”
(vii) in Schedule I , Form C shall be omitted;
(viii) Schedule IV shall be substituted with the following, namely:-
“SECURITIES AND EXCHANGE BOARD OF INDIA (MERCHANT
BANKERS) REGULATIONS, 1992
SCHEDULE IV
[Regulation 28(2)]
FORMAT FOR HALF YEARLY REPORT TO BE SUBMITTED BY
MERCHANT BANKERS
(For the period ending September / March, 20X1)
(1) Name/Category of registration.
(2) SEBI Registration No.
(3) Name of the Compliance Officer.
(4) Addition / deletion / change in address etc. of branch offices from last submitted
report.
(5) Change, if any, in constitution of the organisation (private limited, public limited,
partnership, merges, acquisition etc.)
(6) Change, if any, in directorship details since the last report.
Name Induction/
retirement/
resignation
Reasons
Effective
Qualification
Date
Brief Experience
(in case of
induction)
Share in
the
company
(7) Change in the key management personnel since last report (since grant of
registration in case of first report)
Page 238 of 253
Name Date of App./
Resignation/ Termination
Qualification Experience
(8) Change including addition to/in associate concerns
Name of Co./
firm
Nature of
change
Activities
Handled
Nature of interest with
Merchant Banker
(9) New activities undertaken/discontinuation of any existing activities
Activity When commenced/ Object of the new activities/
discontinued reasons for discontinuation.
(10) Details of all pending litigations involving the merchant banker.
(11) Issue management activities (Attach separate sheet if required):
Name of issuer Type of issue Instrument
Companies (public/rights/
composite)
Offer Amount Issue Price/ Issue opening
(Rs. In Lakhs) Conversion Price date
Issue Closing No. of times Functional
date oversubscribed Responsibility
Stock Exchanges Reasons for delay First date of
where instruments in listing trading in
were to be listed respective SEs
Opening trading Current market Remarks price at respective price SEs (12) Penalty/warnings given by SEBI, if any.
(13) Underwriting activities
(a) Total number of issues underwritten during the period.
(b) Total amount underwritten during the period (Rs. In lakhs).
(c) Outstanding underwriting commitment at the close of the period (Rs. in lakhs).
(d) Details of disputed/devolved cases
Name of the issuer
Instrument Amount underwritten (Rs. in lakhs)
Amount devolved (Rs. in lakhs)
Devolvement met yes/no
If not met, the reasons thereof & how dispute was settled
Penalty/ warning if any issued by SEBI
(14) Redressal of Investor Grievances
(a) System of redressal of investor grievances (a brief write up).
(i) Number of investor grievances received during the period.
(ii) Nature of grievances.
(iii) Number of grievances resolved.
(iv) Number of grievances pending.
(v) The date of oldest grievance.
(15) Financial information
Capital Structure Year ended Previous
(Rs in lakhs) Year ended
(Rs. In lakhs)
(i) Paid-up capital
(ii) Free reserves
(iii) Secured loan
(iv) Unsecured loan
(v) Others
TOTAL
(i) Fixed Assets (net block)
(ii) Quoted investment at cost/ market price whichever is lower
(iii) Unquoted investment
(iv) Current assets
(v) Misc. exp. not written off
(vi) Others
TOTAL
(Please enclose the copy of latest audited financial results along with schedules)
(16) Changes, if any in major share holding (more than 5%) Name of the Investment/ Percentage of total shareholder disinvestment paid-up capital
(17) Name of the major shareholders holding more than 5%.
(18) Any capital issue (rights or public) during the period. If yes, details thereof inclusive of status of complaints from investors and their redressal.
(19) Indictment or involvement in any economic offence by the merchant banker or their directors or principle officer, if any, during the period.
PLACE:
DATE: AUTHORISED SIGNATORY”
(3) Amendment of Securities and Exchange Board of India, (Registrars to an Issue and Share Transfer Agents) Regulations, 1993.
(i) in regulation 13A, in the Explanation in clause (b), after the word “director” the words “or promoter” shall be inserted.
345[SCHEDULE XXI
[See regulation 106F(2)]
PART A DISCLOSURES IN THE ADDENDUM TO THE OFFER DOCUMENT FOR RIGHTS ISSUE OF INDIAN DEPOSITORY RECEIPTS
(1) The listed issuer making a rights issue of IDRs shall make the disclosures as specified in this Part in the form of an addendum to the offer document.
(2) Notwithstanding the above, where disclosures of matters similar or equivalent to those set out in this Schedule are required by home country regulations to be made in a particular form or by reference to particular requirements of such regulations, the same shall prevail over the requirements of this Schedule and shall be deemed to be complied with by disclosures made in the offer document on the basis of the home country regulations, but a reference shall be made in the addendum, to the concerned page numbers of the offer document where such disclosures are made.
(I) Cover Page:
(A) Front Cover Page:
(1) The front outside cover page of the addendum for a rights offering shall contain the following details:
(a) The name of the issuer, its logo, address of its registered office, principal office in India, its telephone number, fax number, contact person, website address and e-mail address.
(b) The number and price of IDRs offered and issue size, as may be applicable.
(c) The following disclaimer and advisory on general risk :
“Investment in IDRs involves a degree of risk and investors should not invest any funds in this offer unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in this offering. For taking an investment decision, investors must rely on their own examination of the issuer and the offer including the risks involved. The securities being offered in the issue have not been recommended or approved by Securities and Exchange Board of India (SEBI) nor does SEBI guarantee the accuracy or adequacy of this document.”
(d) Specific attention of investors shall be invited to the statement of “Risk factors” given on page number(s) ….. under the section “General Risks”.
(e) Save where a form of responsibility statement is required in the offer document in accordance with the home country regulations, the following clause on ‘Issuer’s Absolute Responsibility’ shall be incorporated in a box format:
“The issuer, having made all reasonable inquiries, accepts responsibility for and confirms that the offer document and the addendum contains all information with regard to the issuer and the issue, which is material in the context of the issue, that the information contained in the offer document and the addendum is true and correct in all material respects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which make these documents as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.”
(f) The name, logo and address of the lead merchant banker and the designation of the officers/employees who have signed the due diligence certificate and filed the offer document and the addendum with the Board, along with their telephone numbers, fax numbers, website addresses and e-mail addresses.
(g) The name, logo and address of the registrar to the issue, along with its telephone number, fax number, website address and e-mail address.
(h) Issue schedule:
(i) Date of opening of the issue.
(ii) Date of closing of the issue.
(iii) Last date for request for split.
(iv) The names of the recognised stock exchanges where the IDRs of the issuer are listed and the details of in-principle approval for listing of the IDRs proposed to be offered in the rights issue.
(B) Back Cover Pages: The back inside cover page and back outside cover page of the addendum shall be in white.
(II) Instructions for Applicants:
(A) Disclosure in relation to the process for announcement of record date, terms of payments and procedure and time schedule for allotment and issue of certificates, credit of IDRs to the investors’ demat account.
(B) How to apply, availability of application forms and offer document for rights offering and mode of payment for all category of investors.
(C) A statement that the IDR holders who have not received the application form may, along with the requisite application money, apply in writing on a plain paper.
(D) The format to enable the IDR holders to make the application on plain paper specifying therein necessary particulars such as name, address, ratio of rights issue, issue price, number of IDRs held, ledger folio numbers, depository participant ID, client ID, number of IDRs entitled and applied for, additional IDRs if any, amount to be paid along with application, and particulars of cheque, etc. to be drawn in favour of the issuer’s account.
(E) A statement that the IDR holders making the application otherwise than on the application form shall not renounce their rights and shall not utilise the application form for any purpose including renunciation even if it is received subsequently.
(F) Provisions relating to punishment for fictitious applications, including the disclosures that any person who:
(1) makes in a fictitious name an application to a company for acquiring, or subscribing for, any IDRs therein, or
(2) otherwise induces a company to allot, or register any transfer of, IDRs therein to him, or any other person in a fictitious name, shall be punishable in accordance with the provisions of law.
(G) Mode of making refunds:
(1) The mode in which the issuer shall make refunds to applicants in case of oversubscription.
(2) If the issuer proposes to use more than one mode of making refunds to applicants, the respective cases where each such mode will be adopted shall be disclosed.
(III) General Information:
(A) Name, address and contact information including telephone numbers, fax numbers, contact person, website addresses and e-mail addresses of the domestic depository, the overseas custodian bank with the address of its office in India, the merchant banker, the underwriter to the issue, syndicate members, bankers to the issue, self certified syndicate banks, auditors of the issuer, legal advisors to the issue and any other intermediary which may be appointed in connection with the issue of IDRs.
(B) Names, addresses and contact information of experts and counsel.
(C) The names, addresses, telephone numbers, fax numbers and e-mail addresses of the Company Secretary and compliance officer of the issuer in India.
(D) The statement of inter-se allocation of responsibilities among lead investment bankers, where more than one merchant banker is associated with the issue.
(E) The details of underwriting of the IDRs, if any:
(1) The names, address, telephone numbers, fax numbers and e-mail address of the underwriters and the amount underwritten by them.
(2) A declaration by the board of directors of the issuer that, as far as the directors are aware, the underwriters of IDRs have sufficient resources to discharge their respective obligations.
(F) In case of partial underwriting of the issue, the extent of underwriting.
(G) The details of final underwriting arrangement in the addendum for rights offering filed with the designated stock exchange, indicating actual number of IDRs underwritten.
(H) Method and expected timetable of the issue.
(I) A statement by the issuing company that all moneys received out of issue of IDR shall be transferred to a separate domestic bank account, name and address of the bank and the nature and number of the account to which the amount shall be credited.
(J) Details of availability of the offer document along with the addendum and forms, i.e., date, time, place etc.
(K) Amount and mode of payment seeking issue of IDR.
(L) A brief statement about the history, corporate structure and business overview of the issuer and major events in the past.
(M) A brief status or statement on the compliance status of the issuer of its obligations under Depositary Agreement and the provisions of the listing agreement entered between the issuer and the stock exchanges, wherever its securities are listed, including the listing agreement entered with recognised stock exchanges in India.
(IV) Management (Board of Directors):
(A) Name, age, qualifications, experience, address, occupation and date of expiration of the current term of office of executive or whole time directors, giving their directorships in other companies, as the case may be.
(B) The nature of any family relationship between any of the directors.
(C) Any arrangement or understanding with major shareholders, customers, suppliers or others, pursuant to which of the directors was selected as a director or member of senior management.
(D) Details of service contracts entered into by the directors with the issuer providing for benefits upon termination of employment and a distinct negative statement in the absence of any such contract.
(V) Financial Information of the Issuer:
(A) Convenience translation of the latest annual audited statements of consolidated profit and losses, assets and liabilities and cash flows, in Indian Rupees at the closing rate of exchange, as at the date on which the financial information is presented, as filed with the recognised stock exchanges, pursuant to Clause 36 of the Model Listing Agreement specified vide circular no. SEBI/CFD/DIL/IDR/1/2009/16/06 dated June 16, 2009.
(B) Convenience translation of the latest periodical financial results, in Indian Rupees (at the closing rate of exchange as at the date on which the financial information is presented), as filed with the recognised stock exchanges, pursuant to Clause 37 of the aforementioned Model Listing Agreement.
(C) One standard financial unit shall be used in the Letter of Offer.
(D) Link from where the investors can download the soft copy of detailed Annual Report of the issuer and their periodical filings.
(VI) Risk Factors and Management Perception, if any:
(A) Risk factors shall be disclosed as follows:
(1) Risk factors associated with the issuing company’s business
(2) Risk factors associated with the country of the issuing company proposing to issue IDR
(3) Risk factors associated with the IDR / underlying shares
(B) Risk factors shall be classified as those which are specific to the project and internal to the issuing company and those which are external and beyond the control of the issuing company.
(C) Risk factors shall be determined on the basis of their materiality. Materiality shall be decided taking the following factors into account:
(1) Some events may not be material individually but may be found material collectively
(2) Some events may have material impact qualitatively instead of quantitatively
(3) Some events may not be material at present but may be having material impacts in future
(D) The Risk factors shall appear in the addendum in the following manner:
(1) Risks envisaged by the management of the issuing company
(2) Proposals, if any, to address the risks
(3) Any ‘notes’ required to be given prominence shall appear immediately after the risk factors
(VII) Capital Structure:
(A) The authorised, issued and subscribed capital after suitable incorporation of the outstanding convertible securities (number of securities, description and aggregate nominal value).
(B) Paid-up capital.(segregating IDRs).
(C) The following details of outstanding instruments:
(1) Details of options, if any.
(2) Details of convertible securities, if any.
(D) The shareholding pattern and IDR holding pattern as per the latest filing with the recognised stock exchange(s).
(E) The details of the shareholders holding more than three per cent. of the share capital of the issuer.
(F) The details of IDRs lock-in, pledge of and encumbrance on such IDRs held by promoters, if applicable.
(G) The details of IDRs acquired by promoters and promoter group, if applicable in the last six months immediately preceding the date of filing of the offer document along with addendum for rights offering with the designated stock exchange, in case of a fast track issue and in any other case, the date of filing draft offer document along with addendum for rights offering with the Board.
(VIII) Particulars of the Issue:
(A) Objects of the Issue:
(1) The purpose of the issue.
(2) Break-up of the cost of project for which the money is raised through the IDR issue.
(3) The means of financing such project.
(4) The proposed deployment status of the proceeds at each stage of the project.
(5) Interest of promoters (if any) and directors, as applicable to the project or objects of the issue.
(B) 346[Interim Use of Funds: The issuer company shall keep funds in a bank having a credit rating of ‘A’ or above by an international credit rating agency.]
(C) Any special tax benefits to the IDR holders.
(IX) Market price information and other information concerning the shares/ IDRs: Following information should be provided exchange-wise, if the securities are listed in more than one exchange. This information should be updated as on last practicable date before the date of offer document.
(A) Week-end prices for the last four weeks and highest and lowest prices of equity shares during the period with the relative dates.
(B) Stock market quotation of shares of the company (high/low price in each of the last three years and monthly high/low price during the last six months).
(C) The same details shall be provided for IDRs listed in recognised stock exchange.
(X) Exchange Rates:
(A) Brief history of the pattern of exchange rates between the country of incorporation/where shares are listed and India.
(B) High, Low, Average Rates for the last twelve months.
(XI) Material Litigations and Defaults:
(A) Material litigation / liabilities/defaults including arrears / potential liabilities of the issuing company, its promoters / controlling shareholders / directors and its subsidiaries and associates.
(B) Materiality shall be determined on the basis of factors which are specific to the project and to the issuing company, its promoters / controlling shareholders / directors, its subsidiaries and associates, which may have a bearing on the performance of the issuing company.
(C) Materiality shall be decided taking the following factors into account:
(1) Some litigation/defaults may not be material individually but may be found material collectively.
(2) Some litigation/defaults may have material impact qualitatively instead of quantitatively.
(3) Some litigation/defaults may not be material at present but may be having a material impact in future.
(XII) Material Development: Any material development after the date of the latest balance sheet and its impact on performance and prospects of the issuer in accordance with the home country regulations.
(XIII) Material Contracts and Documents for Inspection: Place at which inspection of the documents specified under rule 7 of the Companies (Issue of Indian Depository Receipts) Rules, 2004, the offer document along with the addendum, the financial statements and auditor’s report thereof will be allowed during the normal business hours.
(XIV) Other Regulatory and Statutory Disclosures:
(A) Authority for the issue and details of resolution passed for the issue.
(B) A statement by the issuer that the issuer, promoters, directors or person(s) in control of the promoter or the issuer, if applicable, have not been prohibited from accessing or operating in the capital markets or restrained from buying, selling or dealing in securities under any order or direction passed by the Board or the securities regulator of its home country.
(C) It may be disclosed whether the issuer, promoters, the relatives of promoters, group companies, if applicable, are identified as willful defaulters 347[in India or] in its home country.
(D) Disclaimer clauses:
The addendum for rights offering shall contain the following disclaimer clauses in bold capital letters:
(1) Disclaimer Statement with respect to SEBI:
(To be written in bold capital letter)
“It is to be distinctly understood that submission of offer document and the addendum to SEBI should not in any way be deemed or construed that the same has been cleared or approved by SEBI. SEBI does not take any responsibility either for the financial soundness of any scheme or the project for which the issue is proposed to be made or for the correctness of the statements made or opinions expressed in the offer document and the addendum. Lead merchant banker, has certified that the disclosures made in the addendum are generally adequate and are in conformity with SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 in force for the time being. This requirement is to facilitate investors to take an informed decision for making investment in the proposed issue.
It should also be clearly understood that while the issuer is primarily responsible for the correctness, adequacy and disclosure of all relevant information in the addendum, the lead merchant banker is expected to exercise due diligence to ensure that the issuer discharges its responsibility adequately in this behalf and towards this purpose, the lead merchant banker……. has furnished to the Securities and Exchange Board of India (SEBI) a due diligence certificate dated …….which reads as follows: (due diligence certificate submitted to the Board to be reproduced here) The filing of the offer document along with the addendum does not, however, absolve the issuer from any liabilities under the Companies (Issue of Indian Depository Receipts) Rules, 2004 or from the requirement of obtaining such statutory or other clearances as may be required for the purpose of the proposed issue. SEBI further reserves the right to take up, at any point of time, with the lead merchant banker any irregularities or lapses in offer document and the addendum.”
(2) Disclaimer Statement from the issuer and lead merchant banker: A statement to the effect that the issuer and the lead merchant banker accept no responsibility for statements made otherwise than in the offer document for the rights offering or in the advertisement or any other material issued by or at the instance of the issuer and that anyone placing reliance on any other source of information would be doing so at his own risk.
Investors who invest in the issue will be deemed to have been represented by the issuer and lead manager and their respective directors, officers, agents, affiliates and representatives that they are eligible under all applicable laws, rules, regulations, guidelines and approvals to acquire IDRs of the Company, and are relying on independent advice / evaluation as to their ability and quantum of investment in this issue.
(3) Disclaimer in respect of jurisdiction: A brief paragraph mentioning the jurisdiction under which provisions of law and the rules and regulations are applicable to the offer document for rights offering.
(4) Disclaimer statement of the stock exchanges, if any.
(5) Disclaimer statement of the Reserve Bank of India (if applicable).
(E) Broad details of fees payable to various intermediaries involved in the IDR rights offering.
(F) Arrangements or any mechanism evolved by the issuer for redressal of investor grievances in respect of IDRs and the time normally taken by it for disposal of various types of investor grievances.
(XV) Undertakings by the issuer in connection with the issue:
The issuer shall undertake that:
(1) the complaints received in respect of the issue shall be attended to by the issuer expeditiously and satisfactorily.
(2) that steps for completion of the necessary formalities for listing and commencement of trading at all stock exchanges where the IDRs are to be listed are taken within seven working days of closing of the issue.
(3) funds required for making refunds to unsuccessful applicants as per the mode(s) disclosed shall be made available to the registrar to the issue by the issuer.
(4) that where refunds are made through electronic transfer of funds, a suitable communication shall be sent to the applicant within 15 days of closure of the issue giving details of the bank where refunds shall be credited along with amount and expected date of electronic credit of refund.
(5) that adequate arrangements shall be made to collect all applications.
(6) that adequate arrangements shall be made to collect all ASBA applications and to consider them similar to non-ASBA applications while finalizing the basis of allotment.
(7) that the IDRs shall be credited to the demat account / refunds made within a period of fifteen days and interest in case of delay in refund at the prescribed rate.
(XVI) Utilisation of Issue Proceeds: The addendum for the rights offering shall contain a statement of the board of directors of the issuer in relation to the use of issue proceeds.
(XVII) Restrictions on foreign ownership of Indian securities, if any:
(A) Investment by NRIs.
(B) Investment by 348[foreign portfolio investors].
(XVIII) Any other material disclosures (as deemed necessary):
(XIX) Declaration:
(A) The addendum for the rights offering shall be approved by the Board of Directors of the issuer and shall be signed by all directors, the Chief Executive Officer, i.e., the Managing Director or Manager within the meaning of the respective applicable corporate laws of the home country and the Chief Financial Officer, i.e., the whole-time finance director or any other person heading the finance function and discharging that function.
(B) The following statement shall be disclosed:
“No statement made in this addendum contravenes any of the provisions of the applicable corporate laws in the home country or of provisions of Companies (Issue of Indian Depository Receipts) Rules, 2004. All the legal requirements connected with the issue as also the Regulations, guidelines, instructions, etc., issued by SEBI, Government and any other competent authority in this behalf, have been duly complied with.”
(C) The signatories shall further certify that all disclosures made in the offer document and the addendum for rights offering are true and correct.
PART B
[See regulation 106I(1)]
DISCLOSURES IN ABRIDGED LETTER OF OFFER FOR RIGHTS ISSUE OF INDIAN DEPOSITORY RECEIPTS
(1) A listed issuer making a rights issue of IDRs shall make disclosures, as required under its home country regulations, if any and as specified in Part B of this Schedule, in the abridged letter of offer for rights offering.
(2) Notwithstanding the above, where disclosures of matters similar or equivalent to those set out in this Schedule are required to be made in a particular form or by reference to particular requirements of home country regulations, the same shall prevail over the requirements of this Schedule and shall be deemed to be complied with by such disclosures made in the offer document on the basis of the home country regulations.
(3) The order in which items shall appear in the abridged letter of offer for rights offering shall correspond, wherever applicable, to the order in which items appear in the offer document and the addendum for rights offering.
(4) The abridged letter of offer for rights offering shall also include the following disclosures:
(a) Provisions pertaining to applications forms;
(b) Rights entitlement ratio;
(c) Fractional entitlements;
(d) Renunciation;
(e) Application for Additional IDRs;
(f) Intention of promoters to subscribe to their rights entitlement, if any.
(5) General Instructions:
1. The information to be provided under each of the heads specified below shall be as per the requirement of Part A of this Schedule except when specified otherwise.
2. The abridged letter of offer shall be printed in a font size which shall not be visually smaller than Times New Roman Size 10.
3. The application form shall be so positioned that on the tearing-off of the application form, no part of the information given in the abridged letter of offer is mutilated. The abridged letter of offer for the issue of Indian Depository Receipts (IDR) shall contain the following disclosures:
I. Instructions for applicants:
How to apply, availability of letter of offer, abridged letter of offer and application forms, mode of payment and how to apply through white sheet, if relevant.
II. General Information:
(A) The name of the issuing company and address of the registered office of the issuing company, along with telephone number, fax number, e-mail address and website address, and where there has been a change in the address of the registered office or name of the issuing company, details thereof.
(B) Name, address and contact information of the principal office of the issuing company in India.
(C) Name, address and contact information of the domestic depository, the overseas custodian bank with the address of its office in India, the merchant banker, the underwriter to the issue, advisors to the issue and any other intermediary which may be appointed in connection with the issue of IDR.
(D) Names, addresses and contact information of experts and counsel.
(E) Name, address and contact information of the compliance officer in relation to the issue of IDR. The compliance officer should be placed in India.
(F) Name, address and contact information of Stock Exchanges where applications are made or proposed to be made for listing of the IDR.
(G) Disclosure about provisions relating to punishment for fictitious applications.
(H) Statement/declaration for refund of excess subscription.
(I) Statement that an interest of 15% p.a. would be paid to the investors if the allotments letters / refund orders are not despatched within 15 days of the closure of the rights issue, as the case may be.
(J) Declaration about issue of allotment letters/certificates/ IDR within the stipulated period.
(K) Date of opening of issue.
(L) Date of closing of issue.
(M) Last date for request for split.
(N) Method and Expected Timetable of the issue.
(O) Date of earliest closing of the issue.
(P) Declaration by the merchant banker with regard to adequacy of resources of underwriters to discharge their respective obligations, in case of being required to do so.
(Q) A statement by the issuing company that all moneys received out of issue of IDR shall be transferred to a separate domestic bank account, name and address of the bank and the nature and number of the account to which the amount shall be credited.
(R) Details of availability of letter of offer and forms, i.e., date, time, place etc.
(S) Amount and mode of payment seeking issue of IDR.
(T) Disclosure on Investor Grievances and Redressal System.
(U) That the issuing company undertakes to subject itself to the jurisdiction of Indian Courts having jurisdiction over the place where the stock exchange is situated regarding grievances of the IDR applicants and IDR holders.
III. Capital Structure of the issuing company:
(A) Authorised, issued, subscribed and paid up capital (Number of instruments, description, aggregate nominal value).
(B) Size of present issue.(Segregating issue of IDRs)
(C) Paid-up Capital:
(1) before the issue;
(2) after the issue (if the IDR issue involves issue of fresh equity shares); and
(3) share premium account (before and after the issue).
IV. Terms of the Present Issue:
(A) Authority for the issue, terms of payment and procedure and time schedule for allotment and issue of certificates/ refund orders.
(B) The clause “Interest in Case of Delay in Despatch of Allotment Letters/ Refund Orders”shall appear.
V. Particulars of the Issue:
(A) Objects of the issue.
(B) Project cost.
(C) Means of financing.
VI. Company, Management and Project:
(A) History and present business of the company.
(B) Details of major shareholders disclosed in Letter of Offer.
(C) Names, address and occupation of manager, managing director, and other Directors (including nominee-directors and whole-time directors) giving their directorships in other companies.
VII. Outstanding Material Litigations and Defaults (in a summarised tabular form)
VIII. Material Development: Any material development after the date of the latest balance sheet and its impact on performance and prospects of the company.
IX. Time and Place of Inspection of material contracts. (List of material contracts not required)
X. Financial Performance of the Issuing company as per last completed accounting year for which audit has been completed and for the latest stub period for which audit/limited review has been completed.
XI. Disclosure on Investor Grievances and Redressal System.
XII. Brief details of the Domestic Depository, Overseas Custodian Bank and Depository Agreement.
XIII. Signatories to the Letter of offer. ]
Footnote:
1. The SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 were published in the Gazette of India on 26th August, 2009 vide No. LAD-NRO/GN/2009-10/15/174471.
2. The SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 were subsequently amended on:-
(1) 11th December, 2009 by Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2009 vide No. LAD-NRO/GN/2009- 10/23/186926.
(2) 1st January, 2010 by Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2010 vide No. LAD-NRO/GN/2009- 2010/25/189240.
(3) 8th January, 2010 by Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2010 vide No. LADNRO/GN/2009- 10/26/190146.
(4) 13th April, 2010 by Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2010 vide No. LADNRO/GN/2010- 11/03/1104.
(5) 12th November, 2010 by Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2010 vide No. LADNRO/GN/2010-11/19/26456.
(6) 29th April, 2011 by Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2011 vide F. No. LADNRO/GN/2011-12/05/13907.
(7) 23rd September, 2011 by Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 vide No. LAD-NRO/GN/2011-12/24/30181.
(8) 23rd September, 2011 by Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2011 vide F. No. LADNRO/GN/2011-12/25/30309.
(9) 30th January, 2012 by Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2012 vide No. LAD-NRO/GN/2011-12/34/2499.
(10) 7th February, 2012 by Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2012 vide No. LADNRO/GN/2011- 12/35/3186.
(11) 21st May, 2012 by Securities and Exchange Board of India (Alternative Investment Funds)Regulations, 2012 vide No. LAD-NRO/GN/2012-13/04/11262.
(12) 24th August, 2012 by Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2012 vide No. LADNRO/GN/2012- 13/12/18951.
(13) 12th October, 2012 by Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2012 vide No. LADNRO/GN/2012- 13/18/5391.
(14) 27th February, 2013 by Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)(Amendment) Regulations, 2013 vide No. LAD-NRO/GN/2012-13/32/4947.
(15) 26th August, 2013 by Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)(Second Amendment) Regulations, 2013 vide No. LAD-NRO/GN/2013- 14/19/6422.
(16) 8th October, 2013 by Securities and Exchange Board of India (Listing of Specified Securities on Institutional Trading Platform) Regulations, 2013 vide No. LAD-NRO/GN/2013-14/28/6720.
(17) 7th January, 2014 by Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2014 vide No. LAD-NRO/GN/2013-14/36/12.
(18) 4th February, 2014 by Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2014 vide No. LAD-NRO/GN/2013-14/44/226.
(19) 23rd May, 2014 by Securities and Exchange Board of India (Payment of Fees) (Amendment) Regulations, 2014 vide No. LAD-NRO/GN/2014-15/03/1089.
(20) 25th August, 2014 by Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2014 vide No. LAD-NRO/GN/2014- 15/06/1372.
(21) 24th March, 2015 by Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2015 vide No. LAD-NRO/GN/2014-15/24/538.
(22) 5th May 2015 by Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2015 vide No. SEBI-NRO/OIAE/GN/2015- 16/003.
(23) 11th August 2015 by Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2015 vide No. SEBI/LAD-NRO/GN/2015- 16/007.
(24) 14th of August, 2015 by Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2015 vide No. SEBI/LADNRO/ GN/2015-16/008.
(25) 14th of August, 2015 by Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Fifth Amendment) Regulations, 2015 vide No. SEBI/LADNRO/ GN/2015-16/012.
(26) 02nd of September, 2015 by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 vide No. SEBI/LAD-NRO/GN/2015-16/013.
(27) 10th of September, 2015 by Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Sixth Amendment) Regulations, 2015 vide No. SEBI/LADNRO/ GN/2015-16/18.
(28) 27th of October, 2015 by SEBI (Issue of Capital and Disclosure Requirements) (Seventh Amendment) Regulations, 2015 vide No. SEBI/ LAD-NRO/GN/2015-16/025.
(29) 21stof January, 2016 by SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2016 vide No. SEBI/ LAD-NRO/GN/2015-16/031.
*********
Footnote
1. Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2010, w.e.f. 13.04.2010.
2. Substituted by SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2009, w.e.f. 11.12.2009. Prior to its substitution, clause (k) read as under :
‘(k) “convertible security” means a security which is convertible into or exchangeable with equity shares of the issuer at a later date with or without the option of the holder of the security and includes convertible debt instrument;‘
3. Substituted by SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2010, w.e.f. 13.04.2010. Prior to its substitution, clause (m) read as under:
“(m) “employee” means a permanent and full-time employee of the issuer, working in India or abroad or a director of the issuer, whether whole time or part time and does not include promoters and an immediate relative of the promoter (i.e., any spouse of that person, or any parent, brother, sister or child of the person or of the spouse);”
4. Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2012, w.e.f. 12.10.2012.
5. Substituted for “foreign institutional investor” by the SEBI (Foreign Portfolio Investors) Regulations, 2014, w.e.f. 07.01.2014.
6. Substituted for “foreign institutional investor” by the SEBI (Foreign Portfolio Investors) Regulations, 2014, w.e.f. 07.01.2014.
7. Substituted for “foreign institutional investor” by the SEBI (Foreign Portfolio Investors) Regulations, 2014, w.e.f. 07.01.2014.
8. Substituted for “foreign institutional investor” by the SEBI (Foreign Portfolio Investors) Regulations, 2014, w.e.f. 07.01.2014.
9.Inserted by the SEBI (Alternative Investment Funds) Regulations 2012, w.e.f. 21.5.2012.
10. Substituted for “foreign institutional investor and sub-account (other than a sub-account which is a foreign corporate or foreign individual)” by the SEBI (Foreign Portfolio Investors) Regulations, 2014, w.e.f. 07.01.2014.
11. Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2009, w.e.f. 11.12.2009.
12. Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2010, w.e.f. 12.11.2010.
13. Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2017, w.e.f. 31.5.2017.
14. Substituted for “one lakh”, by SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2010, w.e.f. 12.11.2010.
15. Omitted, by the SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2010, w.e.f. 12.11.2010. Prior to its omission, sub-clause (i) as amended by the SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2010, w.e.f. 13.04.2010, read as under :
“(i) as on the date fixed for the purpose of determining shareholders eligible for reservation in terms of regulation 42 of these regulations, is holding equity shares which, on the basis of the closing price of the equity shares on the recognized stock exchange in which highest trading volume in respect of the equity shares of the issuer was recorded as on the previous day, are worth up to one lakh rupees; and”
16. Substituted for “one lakh”, by the SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2010, w.e.f. 13.04.2010.
17. Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2017, w.e.f. 31.5.2017.
18. Substituted for “.” by the SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2016, w.e.f. 25.04.2016.
19. Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2016, w.e.f. 25.04.2016.
20. Substituted for the full stop by the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, w.e.f. 23.09.2011.
21. Inserted by the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, w.e.f. 23.09.2011.
22. Clause (c) omitted by SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2016, w.e.f. 25.05.2016. Prior to its omission, clause (c) read as under:
“(c) if the issuer of convertible debt instruments is in the list of wilful defaulters published by the Reserve Bank of India or it is in default of payment of interest or repayment of principal amount in respect of debt instruments issued by it to the public, if any, for a period of more than six months;”
23. Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2012, w.e.f. 30.01.2012.
24. Substituted for “twelve” by the SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2015, w.e.f. 24.03.2015.
25. Substituted for “.” by the SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2015, w.e.f. 24-3-2015.
26. Clauses (c) and (d) inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2015, w.e.f. 24-3-2015.
27. Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2012, w.e.f. 12.10.2012.
28. Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2016, w.e.f. 25.05.2016.
29. Substituted for “.” by SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2012, w.e.f. 12.10.2012.
30. Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2012, w.e.f. 12.10.2012.
31. Substituted by the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, w.e.f. 01.12.2015. Prior to its substitution, said Regulation read as under :
“7. In-principle approval from recognised stock exchanges. — The issuer shall obtain in-principle approval from recognised stock exchanges as follows :
(a) in case of an initial public offer, from all the recognised stock exchanges in which the issuer proposes to get its specified securities listed; and
(b) in case of a further public offer and rights issue :
(i) where the specified securities are listed only on recognised stock exchanges having nationwide trading terminals, from all such stock exchanges;
(ii) where the specified securities are not listed on any recognised stock exchange having nationwide trading terminals, from all the stock exchanges in which the specified securities of the issuer are proposed to be listed;
(iii) where the specified securities are listed on recognised stock exchanges having nationwide trading terminals as well as on the recognised stock exchanges not having nationwide trading terminals, from all recognised stock exchanges having nationwide trading terminals.”
32. Substituted by SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2012, w.e.f. 30.01.2012. Prior to its substitution, clause (a) read as under:
“(a) a copy of the agreement entered into between the issuer and the lead merchant bankers;”
33. Clause (b) omitted by SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2012, w.e.f. 30.01.2012. Prior to its omission, clause (b) read as under:
“(b) a copy of inter-se allocation of responsibilities of each merchant banker, in case the issue is managed by more than one merchant banker;”
34 Substituted by SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2011, w.e.f. 23.09.2011. Prior to its substitution, clause (e) as amended by SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2010, w.e.f. 13.04.2010 and SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2010, w.e.f. 12.11.2010, read as under:
“(e) a certificate in the format specified in Part C of Schedule VII, confirming compliance of the conditions mentioned therein.”
35. Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2010, w.e.f. 12.11.2010.
36. Substituted for “three thousand crore rupees” by the SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2015, w.e.f. 11.08.2015. Earlier the quoted words were substituted for “five” by the SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2012, w.e.f. 12-10-2012 and “five”was substituted for “ten” by the SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2009, w.e.f. 11-12-2009.
37. Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2009 w.e.f. 11.12.2009.
38. Inserted by SEBI (Issue of Capital and Disclosure Requirements) Amendment) Regulations, 2009, w.e.f. 11.12.2009.
39. Substituted for symbol ” ; ” by the SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2015, w.e.f. 11.08.2015.
40. Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2015, w.e.f. 11.08.2015.
41. Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2010, w.e.f. 13.04.2010.
42. Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2015, w.e.f. 11.08.2015.
43. Substituted for symbol “;” by the SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2015, w.e.f. 11.08.2015.
44. Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2015, w.e.f. 11.08.2015.
45. Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2012, w.e.f. 12.10.2012.
46. Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Fifth Amendment) Regulations, 2015, w.e.f. 01.01.2016.
47. Substituted by SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2011, w.e.f. 23.09.2011. Prior to its substitution, proviso as amended by SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2010, w.e.f. 13.04.2010., read as under:
“Provided that fifty per cent. sixty per cent, if public issue is made with at least ten per cent. public offer under clause
(b) of sub-rule (2) of rule 19 of the Securities Contracts (Regulation) Rules, 1957 of the net offer to public proposed to be compulsorily allotted to qualified institutional buyers for the purpose of compliance of the eligibility conditions specified in sub-regulation (2) of regulation 26 and regulation 27 cannot be underwritten.”
48. Substituted for “fifty per cent” by SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2012, w.e.f. 12.10.2012.
49. Sub-regulation (6) omitted by SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2012, w.e.f. 30.01.2012. Prior to its omission, sub-regulation (6) read as under:
“(6) A copy of the syndicate agreement shall be filed with the Board before the opening of bids.”
50. Substituted for “.”, by the SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2012, w.e.f. 24.8.2012.
51. Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2012, w.e.f. 24.8.2012.
52. Substituted for the existing clause (4) by the SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2012, w.e.f. 24.8.2012. Prior to substitution clause (4) read as under:
“(4) Nothing contained in this regulation shall apply to:
(a) offer for sale of specified securities;
(b) public issue by infrastructure companies if the disclosures regarding the alternate source of funding of the objects of the issue have been made in the offer document.”
53. Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2017, w.e.f. 31.5.2017.
54. Substituted ibid.
55. The words “an offer for sale or” omitted ibid.
56. Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2010, w.e.f. 12.11.2010.
57. Substituted by the SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2017, w.e.f. 31.5.2017. Prior to such substitution, the sub-regulation (2) read as:
“(2)The monitoring agency shall submit its report to the issuer in the format specified in Schedule IX on a half yearly basis, till the proceeds of the issue have been fully utilised.”
58. Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2017, w.e.f. 31.5.2017.
59. Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2011, w.e.f. 23.09.2011.
60. Substituted by SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2012, w.e.f. 12.10.2012. Prior to its substitution, clause (b) read as under:
“(b) it has a track record of distributable profits in terms of section 205 of the Companies Act, 1956, on both standalone as well as consolidated basis for at least three out of the immediately preceding five years;]
Provided that extraordinary items shall not be considered for calculating distributable profits;
Provided further that an issuer who had subsidiary/ subsidiaries for a period lesser than five years, shall have net profits on a consolidated basis in atleast one year for which consolidated accounts are prepared.”
61. Substituted for the existing sub-regulation (2) by SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2012, w.e.f. 12.10.2012. Prior to its substitution, sub-regulation (2) read as under:
(2) “An issuer not satisfying any of the conditions stipulated in sub-regulation (1) may make an initial public offer if:
(a) (i) the issue is made through the book building process and the issuer undertakes to allot at least fifty per cent. of the net offer to public to qualified institutional buyers and to refund full subscription monies if it fails to make allotment to the qualified institutional buyers ;
or
(ii) at least fifteen per cent. of the cost of the project is contributed by scheduled commercial banks or public financial institutions, of which not less than ten per cent. shall come from the appraisers and the issuer undertakes to allot at least ten per cent. of the net offer to public to qualified institutional buyers and to refund full subscription monies if it fails to make the allotment to the qualified institutional buyers;
62. Substituted by the SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2010, w.e.f. 12.11.2010. Prior to its substitution, sub-regulation (5) as amended by the SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2010, w.e.f. 13.04.2010, read as under :
“(5) No issuer shall make an initial public offer if as on the date of registering the prospectus with the Registrar of Companies there are any outstanding convertible securities or any other right which would entitle any person any option to receive equity shares after the initial public offer:”
63. Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2010, w.e.f. 13.04.2001.
64. Substituted for “.” by the SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2014, w.e.f 25.08.2014.
65. Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations 2014, w.e.f. 25.08.2014.
66. Substituted by the SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2014, w.e.f. 4-2- 2014. Prior to its substitution, sub-regulation (7) read as under :
“(7) No issuer shall make an initial public offer, unless as on the date of registering prospectus or red herring prospectus with the Registrar of Companies, the issuer has obtained grading for the initial public offer from at least one credit rating agency registered with the Board.”
67. Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2009, w.e.f. 11.12.2009.
68. The words “of the issuer” omitted by SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2010, w.e.f. 13.04.2010.
69. Substituted for “one lakh” by the SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2010, w.e.f. 12.11.2010.
70. Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2010, w.e.f. 08.01.2010.
71. The words “If the floor price or price band is not mentioned in the red herring prospectus,” omitted by SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2012, w.e.f. 12.10.2012.
72. Substituted for the words “two working days” by SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2012, w.e.f. 12.10.2012.
73. Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2012, w.e.f. 12.10.2012.
74. Substituted for “;” by SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2012, w.e.f. 12.10.2012.
75. Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2012, w.e.f. 12.10.2012.
76. Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2012, w.e.f. 12.10.2012.
77. Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2012, w.e.f. 12.10.2012.
78. Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2012, w.e.f. 12.10.2012.
79. Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2010, w.e.f. 12.11.2010.
80. Words “of the same class which are proposed to be allotted pursuant to conversion or exchange of convertible securities offered through the offer or are proposed to be allotted in the offer have been listed and” omitted, by SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2010, w.e.f. 12.11.2010.
81. Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2012, w.e.f. 12.10.2012.
82. Substituted for the existing clause (b) by SEBI (Alternative Investment Funds) Regulations 2012, w.e.f. 21.5.2012. Prior to its substitution, this clause read as under:
“(b) equity shares held by a venture capital fund or a foreign venture capital investor for a period of at least one year prior to the date of filing the draft prospectus with the Board:”
83. Substituted by the SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2014 w.e.f. 25.08.2014.Prior to substitution, Regulation 41 read as under:
41. Minimum offer to public.
Subject to the provisions of sub-clause (b) of clause (2) of rule 19 of Securities Contracts (Regulations) Rules, 1957, the net offer to public:
(a) in case of an initial public offer, shall be at least ten per cent. or twenty five per cent. of the post-issue capital, as the case may be; and
(b) in case of a further public offer, shall be at least ten per cent. or twenty five per cent. of the issue size, as the case may be.
(2) 83[* * *]
84. Substituted by the SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2010, w.e.f. 13.04.2010. Prior to substitution, clause (a) read as under:
“(a) employees of the issuer including employees of the promoting companies in case of a new issuer;”
85. Substituted by SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2010, w.e.f. 13.04.2010. Prior to substitution, clause (a) read as under:
“(a) employees of the issuer including employees of the promoting companies in case of a new issuer;”
86. Substituted for the words “ten per cent. of the issue size” by SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2009 w.e.f. 11.12.2009.
87. Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2009 w.e.f. 11.12.2009.
88. Substituted for “one lakh” by the SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2010, w.e.f. 12.11.2010.
89. Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2016 w.e.f. 30.11.2016.
90. Substituted for sub-regulation (2) by SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2012, w.e.f. 12.10.2012. Prior to substitution, sub-regulation (2) read as under:
“(2) In an issue made through the book building process, the allocation in the net offer to public category shall be made as follows:
(a) not less than thirty five per cent. to retail individual investors;
(b) not less than fifteen per cent. to non-institutional investors;
(c) not more than fifty per cent. to qualified institutional buyers, five per cent. of which shall be allocated to mutual funds:
Provided that in case of an issue made in terms of sub-clause (i) of clause (a) of sub-regulation (2) of regulation 26, at least fifty per cent. of the net offer to public shall be allotted to qualified institutional buyers:
Provided further that in addition to five per cent. allocation available in terms of clause (c), mutual funds shall be eligible for allocation under the balance available for qualified institutional buyers.”
91. Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2012, w.e.f. 12.10.2012.
92. Substituted for “thirty” by the SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2014, w.e.f. 25.08.2014.
93. Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2010, w.e.f. 13.04.2010.
94. Substituted for the words “five thousand rupees to seven thousand rupees” by SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2012, w.e.f. 12.10.2012.
95. Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2012, w.e.f. 12.10.2012.
96. Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2009, w.e.f. 11.12.2009.
97. Substituted for the words “one lakh” by the SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2010, w.e.f. 12.11.2010.
98. Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2012, w.e.f. 12.10.2012.
99. Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2012, w.e.f. 12.10.2012.
100. The words and symbol “if it has outstanding fully or partly convertible debt instruments at the time of making rights issue,” omitted by SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2012, w.e.f. 07.02.2012.
101. The word “such” omitted by SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2012, w.e.f. 07.02.2012.
102. Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2012, w.e.f. 07.02.2012.
103. Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2012, w.e.f. 07.02.2012.
104. Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2012, w.e.f. 07.02.2012.
105. Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2012, w.e.f. 07.02.2012.
106. Substituted for the word “on”, by SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2012, w.e.f. 07.02.2012.
107. Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2010, w.e.f. 12.11.2010.
108. Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2015, w.e.f. 24.03.2015.
109. Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2009, w.e.f. 11.12.2009.
110. The word “its” omitted by SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2010, w.e.f. 13.04.2010.
111. Substituted for “one lakh” by the SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2010, w.e.f. 12.11.2010.
112. Substituted for “.” by SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2012, w.e.f. 12.10.2012.
113. Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2012, w.e.f. 12.10.2012.
114. The words, symbols and numbers “of the memorandum prescribed under sub-section (3) of section 56 of the Companies Act, 1956 and additional disclosures” omitted by SEBI (Issue of Capital and Disclosure Requirements) (Seventh Amendment) Regulations, 2012, w.e.f. 1.12.2015.
115. Substituted by the SEBI (Issue of Capital and Disclosure Requirements) (Fifth Amendment) Regulations, 2015, w.e.f. 01.01.2016. Prior to its substitution, sub-regulation (5), as amended by the SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2010, w.e.f. 01.01.2010, SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2011, w.e.f. 29.04.2011 and SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2012, w.e.f. 30.01.2012, read as under :
“(5) In all public issues and rights issues, where not more than one payment option is given, the issuer shall provide the facility of ASBA in accordance with the procedure and eligibility criteria specified by the Board : Provided that in case of qualified institutional buyers and non-institutional investors the issuer shall accept bids using ASBA facility only.”
116. Omitted by SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2010, w.e.f. 01.01.2010. Prior to its omission, sub-regulation (6) read as under:
“(6) An application through ASBA form may be made:
(a) in a public issue, by an applicant who:
(i) is a resident retail individual investor;
(ii) is bidding at cut-off, with single option as to the number of shares bid for;
(iii) is applying through blocking of funds in a bank account with the self certified syndicate banks;
(iv) has agreed not to revise his bid;
(v) is not bidding under any of the reserved categories;
(b) in a rights issue, by an applicant who:
(i) holds the shares of the issuer in dematerialised form as on the record date and has applied for entitlements and/or additional equity shares in dematerialised form;
(ii) has not renounced his entitlements in full or in part;
(iii) is not a renouncee;
(iv) who is applying through blocking of funds in a bank account with the Self Certified Syndicate Bank.”
117. Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2015, w.e.f. 14.08.2015.
118. Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2010, w.e.f. 12.11.2010.
119. Substituted by the SEBI (Issue of Capital and Disclosure Requirements) (Fifth Amendment) Regulations, 2015, w.e.f. 01.01.2016. Prior to their substitution, sub-regulations (1) and (2) read as under :
120. Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2016, w.e.f. 17.02.2016.
121. Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2017, w.e.f. 15.02.2017.
122. Substituted by SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2010, w.e.f. 13.04.2010. Prior to its substitution, proviso read as under:
“Provided that the lock-in provisions of this Chapter shall apply to such preferential issue of equity shares.”
123. Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2017, w.e.f. 15.02.2017.
124. Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2012, w.e.f. 07.02.2012
125. Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2017, w.e.f., 31.5.2017.
126. Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2015, w.e.f. 05.05.2015
127. Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2012, w.e.f. 30.01.2012.
128. Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2014, w.e.f. 25.08.2012.
129. Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2010, w.e.f. 12.11.2010.
130. Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2013, w.e.f. 26-8-2013.
131. Substituted for “;” by the SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2013, w.e.f. 26-08-2013.
132. Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2013, w.e.f. 26-08-2013.
133. Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2016, w.e.f. 25-05-2016.
134. Inserted by the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, w.e.f. 23.09.2011.
135. Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2013, w.e.f. 26-8-2013.
136. Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2014, w.e.f. 25.08.2014.
137. Substituted for the words “six months” by SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2012, w.e.f. 30.01.2012.
138. Substituted for “closing price” by the SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2014, w.e.f. 25.08.2014.
139. Substituted for the words “six months” by SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2012, w.e.f. 30.01.2012.
140. Substituted for “closing prices” by the SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2014, w.e.f. 25.08.2014.
141. Substituted for the words “six months” by SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2012, w.e.f. 30.01.2012.
142. Substituted for “closing prices” by the SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2014, w.e.f. 25.08.2014.
143. Substituted for “closing prices” by the SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2014, w.e.f. 25.08.2014.
144. Substituted for the words “six months” by SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2012, w.e.f. 30.01.2012.
145. Substituted for “closing prices” by the SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2014, w.e.f. 25.08.2014.
146. Substituted for the words “six months” by SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2012, w.e.f. 30.01.2012.
147. Substituted for “closing prices” by the SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2014, w.e.f. 25.08.2014.
148. Substituted for the words “six months” by SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2012, w.e.f. 30.01.2012.
149. Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2014, w.e.f. 25.08.2014.
150. Sub-regulations (5) and (6) inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2013, w.e.f. 26-8-2013.
151. Substituted for “date of allotment of the” by the SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2013, w.e.f. 26-8-2013.
152. Substituted for “allotment” by the SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2013, w.e.f. 26-8-2013.
153. Substituted for “their allotment” by the SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2013, w.e.f. 26-8-2013.
154. Substituted for “their allotment” by the SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2013, w.e.f. 26-8-2013.
155. Substituted for “allotment” by the SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2013, w.e.f.26-8-2013.
156. Substituted for “allotment” by the SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2013, w.e.f. 26-8-2013.
157. Substituted for “preferential allotment” by the SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2013, w.e.f. 26-8-2013.
158. Explanation renumbered as “Explanation 1” by the SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2013, w.e.f. 26-8-2013.
159. Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2013, w.e.f. 26-8-2013.
160. Regulation 79 renumbered as regulation “79. (1)” by the SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2013, w.e.f. 26-8-2013.
161. Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2013, w.e.f. 26-8-2013.
162. Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2011, w.e.f. 23.09.2011.
163. Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2016, w.e.f. 25.05.2016.
164. Sub-regulation (5) omitted by SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2012, w.e.f. 30.01.2012. Prior to its omission, sub-regulation (5) read as under:
“(5) A copy of the placement document shall be filed with the Board for its record within thirty days of the allotment of eligible securities.”
165. Substituted for the symbol “.” by SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2012, w.e.f. 12.10.2012.
166. Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2012, w.e.f. 12.10.2012.
167. Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2012, w.e.f. 30.01.2012.
168. Substituted for sub-regulation (1) by the SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2012, w.e.f. 24.8.2012. Prior to substitution, sub-regulation (1) read as under:
169. The words and symbol “if it has outstanding fully or partly convertible debt instruments at the time of making the bonus issue,” omitted by SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2012, w.e.f 07.02.2012.
170. The word “such” omitted, by SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2012, w.e.f 07.02.2012.
171. Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2012, w.e.f 07.02.2012.
172. Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2012, w.e.f 07.02.2012.
173. Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2012, w.e.f 07.02.2012.
174. Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2012, w.e.f 07.02.2012.
175. Substituted for the word “on” by SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2012, w.e.f 07.02.2012.
176. Figure and mark “43,” omitted by SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2009, w.e.f. 11.12.2009.
177. Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2009, w.e.f. 11.12.2009.
178. Substituted by SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2010, w.e.f. 13.04.2010. Prior to its substitution, proviso as inserted by SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2009, w.e.f. 11.12.2009, read as under:
“Provided that atleast thirty per cent. of the said fifty per cent. IDR issued shall be allocated to retail individual investors and in case of under-subscription in retail individual investor category, spill over to the extent of undersubscription shall be permitted to other categories.”
179. Inserted by the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, w.e.f. 01.12.2015.
180. Substituted by Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2013, w.e.f. 27.02.2013. Prior to its substitution, it read as under:-
“Fungibility.
100. The Indian depository Receipts shall not be automatically fungible into underlying equity shares of issuing company.”
181 Substituted by the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, w.e.f. 01.12.2015. Prior to its substitution, said sub-regulation read as under :
“(1) The issuing company making an issue of IDR shall enter into an agreement with a merchant banker on the lines of format of agreement specified in Schedule II.”
182. Inserted by the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, w.e.f. 01.12.2015.
183. substituted by the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, w.e.f. 01.12.2015. Prior to its substitution, said Regulation read as under :
“102. Display of bid data.—The stock exchanges offering online bidding system for the book building process shall display on their website, the data pertaining to book built IDR issue, in the format specified in Part B(II) of Schedule XI, from the date of opening of the bids till at least three days after closure of bids.”
184. Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2011, w.e.f. 23.09.2011.
185. Substituted by the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, w.e.f. 01.12.2015. Prior to its substitution, said Regulation read as under :
“106J. Period of subscription.— A rights issue shall be open for subscription in India for a period as applicable under the laws of its home country but in no case less than 10 days.”
186. Substituted for “CHAPTER XA” by SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2011, w.e.f. 23.09.2011.
187. Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2012, w.e.f. 30.01.2012.
188. Substituted for “106A” by SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2011, w.e.f. 23.09.2011.
189. Words “regulation 7,” omitted by the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, w.e.f. 01.12.2015.
190. Substituted for “106B”, by SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2011, w.e.f. 23.09.2011.
191. Substituted for “106C”, by SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2011, w.e.f. 23.09.2011.
192. Substituted for “106D” by SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2011, w.e.f. 23.09.2011.
193. Substituted for “106E”, by SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2011, w.e.f. 23.09.2011.
194. Substituted for “106F”, by SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2011, w.e.f. 23.09.2011
195. Substituted for “106G”, by SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2011, w.e.f. 23.09.2011.
196. Substituted for “106H”, by SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2011, w.e.f. 23.09.2011.
197. Substituted for “106I”, by SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2011, w.e.f. 23.09.2011.
198. Substituted for “106J”, by SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2011, w.e.f. 23.09.2011.
199. Substituted for “106H”, by SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2011, w.e.f. 23.09.2011.
200. Substituted by the SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2015, w.e.f. 14.08.2015. Prior to its substitution, Chapter XC, was inserted by the SEBI (Listing of Specified Securities on Institutional Trading Platform) Regulations, 2013, w.e.f. 8-10-2013.
201. Chapter XI (regulations 107 to 110) inserted by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, w.e.f. 01.12.2015
202. Chapter XI renumbered as Chapter XII by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, w.e.f. 01.12.2015.
203. Regulation 107 renumbered as Regulation 111 by the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, w.e.f. 01.12.2015.
204. Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2017, w.e.f. 15.02.2017.
205. Regulation 108 renumbered as Regulation 112 by the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, w.e.f. 01.12.2015.
206. Regulation 109 renumbered as Regulation 113 by the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, w.e.f. 01.12.2015.
207. Existing regulation numbered as sub-regulation (1) by the SEBI (Payment of Fees and Mode of Payment) (Amendment) Regulations, 2017, w.e.f. 6.3.2017.
208. Inserted ibid.
209. Regulation 110 renumbered as Regulation 114 by the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, w.e.f. 01.12.2015.
210. Regulation 111 renumbered as Regulation 115 by the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, w.e.f. 01.12.2015.
211. Substituted for “and 11(4),” by SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2012, w.e.f. 30.01.2012
212. Substituted for “and 91E(3)” by the SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2015, w.e.f. 14.08.2015.
213. Inserted by the SEBI (Payment of Fees and Mode of Payment) (Amendment) Regulations, 2017, w.e.f. 6.3.2017.
214. Sub-paragraph (a) substituted by the SEBI (Payment of Fees) (Amendment) Regulations, 2014, w.e.f. 23-5-2014.
Prior to its substitution, said sub-paragraph read as under :
“(a) In case of a public issue:
215. Sub-paragraph (b) substituted by the SEBI (Payment of Fees) (Amendment) Regulations, 2014, w.e.f. 23-5-2014.
Prior to its substitution, said sub-paragraph, as amended by the SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2010, w.e.f. 13-4-2010, read as under : “(b) In case of a rights issue:
| Size of the issue, including intended retention of oversubscription | Amount / Rate of fees |
| Less than or equal to ten crore rupees. | A flat charge of twenty five thousand rupees (Rs.25,000/-). |
| More than ten crore rupees and less than or equal to five hundred crore rupees. | Twenty five thousand rupees (Rs. 25,000/-) plus 0.005 per cent. of the issue size in excess of ten crore rupees. |
| More than five hundred crore rupees. | A flat charge of five lakh rupees (Rs.5,00,000/-). |
216. Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2015, w.e.f. 14.08.2015.
217. Substituted for “Para 3” by SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2010, w.e.f. 13.04.2010.
218. Substituted for “and 101(4)” by SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2012, w.e.f. 30.01.2012.
219. Substituted for “[See regulations 8(1)(c) and 10(3)(a)]” by SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2010, w.e.f. 13.04.2010.
220. Substituted for “and 106O(2)” by SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2012, w.e.f. 30.01.2012.
221. Substituted for “106C(2)” by SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2011, w.e.f. 01.11.2011.
222. Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2011, w.e.f. 01.11.2011.
223. Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2012, w.e.f. 12.10.2012.
224. Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2015, w.e.f. 14.08.2015.
225. Inserted, Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2011, w.e.f. 01.11.2011.
226. Inserted, Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2011, w.e.f. 01.11.2011.
227. Substituted for “2(b)” by SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2010, w.e.f. 13.04.2010.
228. Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2010, w.e.f. 13.04.2010.
229. Substituted for “106C(2)” by SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2011, w.e.f. 23.09.2011.
230. Substituted for “106D”, by SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2011, w.e.f. 23.09.2011.
231. Substituted for “106J”, by SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2011, w.e.f. 23.09.2011.
232. The words “or deletion” omitted by SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2012, w.e.f. 12.10.2012.
233. Substituted for the words “a change” by SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2012, w.e.f. 12.10.2012.
234. Substituted for the words “ten per cent” by SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2012, w.e.f. 12.10.2012.
235. Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2012, w.e.f. 12.10.2012.
236. Substituted for the words “ten per cent” by SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2012, w.e.f. 12.10.2012.
237. The words “or decrease” omitted by SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2012, w.e.f. 12.10.2012.
238. Substituted for the words “ten per cent” by SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2012, w.e.f. 12.10.2012.
239. Substituted for the words and symbol “by not more than 10%.” by SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2012, w.e.f. 12.10.2012.
240. Substituted by the SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2015, w.e.f. 14.08.2015. Prior to its substitution, it read as under :
The words “group companies”, wherever they occur, shall mean companies, firms, ventures, etc. promoted by the promoters of the issuer, irrespective of whether such entities are covered under section 370(1)(B) of the Companies Act, 1956 or not.
241. Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2011, w.e.f. 23.09.2011.
242. Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2011, w.e.f. 23.09.2011.
243. Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2012, w.e.f. 12.10.2012.
244. Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2014, w.e.f. 4-2- 2014.
245. Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Fifth Amendment) Regulations, 2015, w.e.f. 01.01.2016.
246. Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2014, w.e.f. 04.02.2014.
247. Substituted by SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2010, w.e.f. 01.05.2010. Prior to its substitution clause (e) read as under:
“(e) The underwriting agreement shall list out the role and obligations of each syndicate member and inter-alia contain a clause stating that margin collected from categories other than qualified institutional buyers shall be uniform across the book runner(s) or syndicate members for each such category, indicating the percentage to be paid as margin by the investor at the time of bidding.”
248. Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2010, w.e.f. 13.04.2010.
249. Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2010, w.e.f. 13.04.2010.
250. Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2010, w.e.f. 13.04.2010.
251. Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2012, w.e.f. 30.01.2012.
252. Substituted by the SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2015, w.e.f. 11.08.2015. Prior to its substitution, sub-item (I) read as under :
“(I) Interim Use of Funds : Investment avenues in which the management proposes to deploy issue proceeds, pending its utilisation in the proposed project.”
253. Substituted by SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2011 w.e.f. 23.09.2011. Prior to its substitution, sub-clause (h) read as under:
“(h) Comparison of all the accounting ratios of the issuer as mentioned in items (a) to (g) above with the industry average and with the accounting ratios of the peer group (i.e., companies of comparable size in the same industry the source from which industry average and accounting ratios of the peer group has been taken shall be indicated).”
254. Omitted by SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2010, w.e.f. 13.04.2010. Prior to its omission, sub-clause (f) read as under:
“(f) amount of accumulated profits or losses of the subsidiary(ies) not accounted for by the issuer.”
255. Substituted for “(XII)” by the SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2010, w.e.f. 12.11.2010.
256. Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2010, w.e.f. 12.11.2010.
257. Substituted for “discussed” by SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2010, w.e.f. 13.04.2010.
258. Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2012, w.e.f. 30.01.2012.
259. Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2009, w.e.f. 01.04.2010.
260. Substituted by the SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2014, w.e.f. 4- 2-2014. Prior to its substitution, said illustrative format read as under:
261. Substituted for “(c) or (d)” by SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2010, w.e.f. 13.04.2010.
262. Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2010, w.e.f. 13.04.2010.
263. Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2009, w.e.f. 01.01.2010.
264. Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2010, w.e.f. 12.11.2010
265. Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2009, w.e.f. 11.12.2009.
267. Substituted by the SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2015, w.e.f. 14.08.2015. Prior to their substitution, sub-clauses (1) and (2) read as under :
“(1) Outstanding litigations involving the issuer:
(a) Litigations against the issuer or against any other company whose outcome could have a materially adverse effect of the position of the issuer;
(b) All litigations against the directors involving violation of statutory regulations or alleging criminal offence;
(c) Any criminal/civil prosecution against the directors for any litigation towards tax liabilities;
(d) Pending proceedings initiated for economic offences against the issuer or its directors along with their present status;
(e) Adverse findings, if any, in respect of the issuer as regards compliance with the securities laws;
(f) The details of the past cases in which penalties were imposed by the authorities concerned on the issuer or its directors;
(g) Outstanding litigations, defaults, etc. pertaining to matters likely to affect operations and finances of the issuer, including disputed tax liabilities, prosecution under any enactment in respect of Schedule XIII to the Companies Act, 1956 (1 of 1956) etc.;
(h) The information regarding pending litigations, defaults, non-payment of statutory dues, proceedings initiated for economic offences or civil offences (including the past cases, if found guilty), any disciplinary action taken by the Board or stock exchanges against the issuer or its directors shall be appropriately disclosed under this head and as risk factor(s);
(i) The name(s) of the small scale undertaking(s) or any other creditors to whom the issuer owes a sum exceeding Rs. one lakh which is outstanding more than thirty days.
(2) The information regarding outstanding litigations as specified sub-para (g) of para (1) of sub-item (A) of Item
(X) shall also be furnished in respect of the subsidiaries of the issuer.”
268. Omitted by the SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2015, w.e.f. 14.08.2015. Prior to its substitution, sub-clause (3) read as under :
“(3) Outstanding litigations involving the promoter and group companies:
(a) In case of an issuer not being a Government company, statutory authority or corporation or any special purpose vehicle set up by any of them, all pending litigations in which the promoters are involved, defaults to the financial institutions or banks, non-payment of statutory dues and dues towards instrument holders such as debt instrument holders, fixed deposits and arrears on cumulative preference shares, by the promoters and group companies, together with the amounts involved and the present status of such litigations or defaults and the details of proceedings initiated for economic offences or civil offences (including the past cases, if found guilty), any disciplinary action taken by the Board or recognised stock exchanges against the promoters and group companies. The likely adverse effect of these litigations, defaults, etc. on the financial performance of the issuer shall also be mentioned.
(b) The cases of pending litigations, defaults, etc. in respect of group companies with which the promoters were associated in the past but are no longer associated shall also be disclosed in case their name(s) continue to be associated with the particular litigation(s).
(c) If any of the group companies had faced/is facing any litigations/defaults/overdues or labour problems/closure etc., the same shall be disclosed.
(d) All the litigations against the promoter involving violation of statutory regulations or alleging criminal offence shall be furnished in the offer document.
(e) Pending proceedings initiated for economic offences against the promoters, group companies shall be disclosed separately indicating their present status.
(f) Adverse findings, if any, in respect of the persons/entities connected with the issuer/promoter/group companies as regards compliance with the securities laws.
(g) The details of the past cases in which penalties were imposed by the concerned authorities.”
269. Words “by Reserve Bank of India or other authorities” omitted, by SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2016, w.e.f. 25.05.2016.
270. Substituted for “letter of offer” by SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2010, w.e.f. 13.04.2010.
271. Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2010, w.e.f. 12.11.2010.
272. The words “and application form” omitted by SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2011 w.e.f. 01.11.2011.
273. Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Fifth Amendment) Regulations, 2015, w.e.f. 01.01.2016.
274. Substituted for “foreign institutional investors” by the SEBI (Foreign Portfolio Investors) Regulations, 2014, w.e.f. 7-1-2014.
275. Substituted by SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2011, w.e.f. 23.09.2011. Prior to its substitution, section (ii) read as under:
“(ii) In case of other applicants: by despatch of refund orders by registered post, where the value is Rs 1500/- or more, or under certificate of posting in other cases, (subject however to postal rules); and”
276. Substituted for “thirty days” by SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2010, w.e.f. 13.04.2010.
277. Substituted for “foreign institutional investors” by the SEBI (Foreign Portfolio Investors) Regulations, 2014, w.e.f. 7-1-2014.
278. Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2014, w.e.f. 4-2- 2014.
279. The bracket and letter “(e)” omitted by SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2010, w.e.f. 13.04.2010.
280. Item (f) renumbered as item (e), by SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2010, w.e.f. 13.04.2010.
282. Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2010, w.e.f. 13.04.2010.
283. Inserted by SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, w.e.f. 23.09.2011.
284. Substituted by the SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2015, w.e.f. 11.08.2015. Prior to its substitution, sub-item (J) read as under : “(J) Interim Use of Funds: Investment avenues in which the management proposes to deploy issue proceeds, pending its utilisation in the proposed project.”
285. Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2010, w.e.f. 12.11.2010.
286. The words “by Reserve Bank of India or other authorities” omitted by SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2016 w.e.f. 25.05.2016.
287. Inserted by the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, w.e.f. 01.12.2015.
288. Substituted for “FIIs” by the SEBI (Foreign Portfolio Investors) Regulations, 2014, w.e.f. 7-1-2014.
289. Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2012, w.e.f. 30.01.2012.
290. Substituted by SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2010, w.e.f. 13.04.2010. Prior to its substitution, para (2) read as under:
“(2) However, if the conditions specified in clause (1) in Part E of this Schedule are satisfied, the disclosure
requirements specified in the following clauses in Part D of this Schedule, shall not be applicable to such issuer:
(a) Sub-item (B) of item VII;
(b) Sub-item (D) of item VIII;
(c) Item X;
(d) Item XI,
(e) Item XII ,
(f) Item XV,
(g) Item XVI
(h) Item XIX
(i) Item XX and
(j) Item XXI”
291. Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2016, w.e.f. 25.05.2016.
292. Substituted by the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2017, w.e.f. 31.5.2017. Prior
to such substitution, the Schedule read as:
293. Item (9) inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2016, w.e.f. 21-1-2016.
294. Item (9) renumbered as item (10) by the SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2016, w.e.f. 21-1-2016.
295. Item (10) renumbered as item (11) by the SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2016, w.e.f. 21-1-2016.
296. Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Fifth Amendment) Regulations, 2015, w.e.f. 01.01.2016.
297. Substituted by the SEBI (Issue of Capital and Disclosure Requirements) (Fifth Amendment) Regulations, 2015, w.e.f. 01.01.2016. Prior to its substitution, sub-item (b) read as under :
“(b) The stock brokers and Self-Certified Syndicate Bank accepting applications and application monies shall be deemed as ‘bidding/collection centres’.”
298. Substituted for “book runners/syndicate members/stock brokers/Self-Certified Syndicate Banks a” by the SEBI (Issue of Capital and Disclosure Requirements) (Fifth Amendment) Regulations, 2015, w.e.f. 01.01.2016.
2990 Substituted by SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2011, w.e.f 01.11.2011. Prior to its substitution, item (9) read as under:
“(9) Application-cum-Bidding form.
(a) The issuer shall provide the application-cum-bidding forms to the syndicate members and Self Certified Syndicate Banks.
(b) The issuer shall make arrangement for collection of the applications-cum-bidding from mandatory collection centres as provided in sub-regulation (6) of regulation 5.
(c) For the purpose of ‘bidding’ the document should be printed and circulated as “Red Herring Prospectus'”The same nomenclature shall be used throughout the document.
(d) Under “Red Herring Prospectus”, add “Please read Section 60B of the Companies Act, 1956.
(e) ‘Bid ‘ should be defined as ‘indication to make an offer and not as ‘an offer’
(f) State the manner of bidding by corporate bodies and submission/deposit of supporting documents at the time of bidding. In the case of bids/ applications by HUF, state the manner of making application and that HUF would be considered as ‘individual’.
(g) Ensure that the application-cum-bidding form meant for Applications Supported by Blocked Amount or otherwise, provides for all the relevant information including the one specified in this regard in the relevant Acts/ Regulations.
(h) The application-cum-bidding form, other than the form meant for Applications Supported by Blocked Amount, shall satisfy the following conditions:
(i) the bidding form shall be standard to ensure uniformity in bidding and accuracy;
(ii) the bidding form shall contain information about the investor, the price and the number of securities that the investor wishes to bid;
(iii) before being issued to the investors the bidding form shall be serially numbered and date and time stamped at the bidding centres;
(iv) the serial number may be system generated or stamped with an automatic numbering machine;
(v) the bidding form shall be issued in duplicate signed by the investor and countersigned by the syndicate member, with one form for the investor and the other for the syndicate member(s)/book runner(s);
(i) The application-cum-bidding form for Applications Supported by Blocked Amount shall contain all the relevant details and shall be uniform for all ASBA investors.”
300. The bracket and the words “(not applicable in case of an IDR issue)” omitted by SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2009, w.e.f. 11.12.2009.
301. Substituted by SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2012, w.e.f. 30.01.2012. Prior to its substitution, clause (b) read as under:
“(b) Allocation to Anchor Investors shall be on a discretionary basis and subject to a minimum number of 2 such investors for allocation of upto Rs. 250 crore and 5 such investors for allocation of more than Rs. 250 crore.”
302. Sub-clause (iii) substituted by the SEBI (Issue of Capital and Disclosure Requirements) (Sixth Amendment) Regulations, 2015, w.e.f. 10-09-2015. Prior to its substitution, said sub-clause, as amended by the SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2012, w.e.f. 30-1-2012, read as under :
“(iii) Minimum of 5 and maximum of 25 such investors shall be permitted for allocation above Rs.250 crore, subject to minimum allotment of Rs. 5 crore per such investor.”
303. Substituted for “thirty” by SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2014, w.e.f. 25.08.2014.
304. Substituted by SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2010, w.e.f. 01.05.2010. Prior to its substitution, clause (f) read as under:
“(f) Anchor Investors shall pay a margin of at least 25% on application with the balance to be paid within two days of the date of closure of the issue.”
305. Substituted by SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2010, w.e.f. 01.05.2010. Prior to its substitution, clause (a) read as under:
“(a) The margin collected from categories other than Qualified Institutional Buyers shall be uniform across the book runner(s)/syndicate members /Self Certified Syndicate Banks for each such investor category.”
306. Omitted by SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2010, w.e.f. 01.05.2010. Prior to its omission, clause (b) read as under:
“(b) An amount of not less than ten percent of the application money in respect of bids placed by qualified institutional buyers and not less than twenty five percent of the application money from the Anchor investors shall be taken as margin money.”
307. Substituted for “on-line system or Self-Certified Syndicate Banks,” by the SEBI (Issue of Capital and Disclosure Requirements) (Fifth Amendment) Regulations, 2015, w.e.f. 01.01.2016.
308. Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Fifth Amendment) Regulations, 2015, w.e.f. 01.01.2016.
309. Substituted for clause (i) by SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2012, w.e.f. 12.10.2012. Prior to substitution, clause (i) read as under:
“(i) The investors may revise their bids;”
310. Substituted for “finalization of allotment” by the SEBI (Issue of Capital and Disclosure Requirements) (Fifth Amendment) Regulations, 2015, w.e.f. 01.01.2016.
311. Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2010, w.e.f. 01.05.2010.
312. Substituted for clause (j) by SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2012, w.e.f. 12.10.2012. Prior to substitution, clause (j) read as under:
“The qualified institutional buyers shall not withdraw their bids after closure of bidding.”
313. The words “retail individual investors,” omitted by SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2012, w.e.f. 12.10.2012.
314. Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2012, w.e.f. 12.10.2012.
315. The symbol and words “, in case the book building process is undertaken for the purpose of compliance of eligibility conditions for public issue” omitted by SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2012, w.e.f. 12.10.2012.
316. Substituted for “FIIs” by the SEBI (Foreign Portfolio Investors) Regulations, 2014, w.e.f. 7-1-2014.
317. Substituted for an earlier table by the SEBI (Issue of Capital and Disclosure Requirement) (Second Amendment) Regulations, 2014, w.e.f. 25.08.2014.
318. Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2009, w.e.f. 11.12.2009.
319. Substituted by the SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2010, w.e.f. 08.01.2010. Prior to its substitution, clause (b) read as under: “(b) The issuer shall disclose a floor price in the red herring prospectus.”
320. Substituted by the SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2010, w.e.f. 08.01.2010. Prior to its substitution, clause (c) read as under: “(c) Investors other than retail individual investors shall bid at any price above the floor price.”
321. Substituted by the SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2010, w.e.f. 08.01.2010. Prior to its substitution, clause (e) read as under: “(e) Allotment shall be on price priority basis for investors other than retail individual investors.”
322. Substituted by the SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2010, w.e.f. 08.01.2010. Prior to its substitution, clause (f) read as under: “(f) Allotment to retail individual investors shall be made proportionately as illustrated in this Schedule.”
323. Substituted by the SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2010, w.e.f. 08.01.2010. Prior to its substitution, clause (h) read as under: “(h) Retail individual investors shall be allotted specified securities at the floor price.”
324. Substituted by the SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2010, w.e.f. 08.01.2010. Prior to its substitution, clause (i) read as under:
“(i) The issuer may place a cap either in terms of number of specified securities or percentage of issued capital of the issuer that may be allotted to a single bidder.”
325. Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2014, w.e.f. 04.02.2014.
326. Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Fifth Amendment) Regulations, 2015, w.e.f. 01.01.2016.
327. Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2014, w.e.f. 04.02.2014.
328. Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Fifth Amendment) Regulations, 2015, w.e.f. 01.01.2016.
329. Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2014, w.e.f. 04.02.2014.
330. Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Fifth Amendment) Regulations, 2015, w.e.f. 01.01.2016.
331. Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2010, w.e.f. 12.11.2010.
332. Substituted for Schedule XIV by SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2012, w.e.f. 12.10.2012. Prior to substitution, Schedule XIV read as under:
333. Substituted for Schedule XV by SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2012, w.e.f. 12.10.2012. Prior to substitution, Schedule XV read as under:
334. Omitted by the SEBI (Issue of Capital and Disclosure Requirements) (Fifth Amendment) Regulations, 2015, w.e.f. 01.01.2016.
335. Substituted for “65(2)(b)” by the SEBI (Issue of Capital and Disclosure Requirements) (Fifth Amendment) Regulations, 2015, w.e.f. 01.01.2016.
336. Omitted by the SEBI (Issue of Capital and Disclosure Requirements) (Fifth Amendment) Regulations, 2015, w.e.f. 01.01.2016. Prior to its omission, item No. (5) read as under :
“(5) 3-day Report :
(a) Due on :
(b) Submitted on :”
337. Substituted for “regulation 84(1)” by SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2012, w.e.f. 30.01.2012.
338. Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2015, w.e.f. 11.08.2015.
339. Inserted by the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, w.e.f. 01.12.2015.
340. Inserted by the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, w.e.f. 01.12.2015.
341. Sub-item (e) inserted by the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, w.e.f. 01.12.2015.
342. Substituted for “101 (6)” by the SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2010, w.e.f. 12.11.2010.
343. Omitted by the SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2015, w.e.f. 14.08.2015. Earlier, it was inserted by the SEBI (Listing of Specified Securities on Institutional Trading Platform) Regulations, 2013, w.e.f. 8-10-2013.
344. Substituted for “110” by the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, w.e.f. 01.12.2015.
345. Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2011 w.e.f. 23.09.2011.
346. Substituted by the SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2015, w.e.f. 11.08.2015. Prior to its substitution, sub-item (B) read as under :
“(B) Interim Use of Funds : Investment avenues in which the management proposes to deploy issue proceeds, pending its utilization in the proposed project.”
347. Substituted for the words ” by Reserve Bank of India or such other authorities” by the SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2016, w.e.f. 25.05.2016.
348. Substituted for “FIIs” by the SEBI (Foreign Portfolio Investors) Regulations, 2014, w.e.f. 7-1-2014.
