TaxTMI 
TaxTMI 
TaxTMI 
Streamlining the Process of Public Issue of Equity Shares and convertibles
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....use of Unified Payments Interface (UPI) as a payment mechanism with Application Supported by Block Amount (ASBA) for applications in public issues by retail individual investors through intermediaries (Syndicate members, Registered Stock Brokers, Registrar and Transfer agent and Depository Participants). The proposed process would increase efficiency, eliminate the need for manual intervention at various stages, and will reduce the time duration from issue closure to listing by upto 3 working days. 3. Considering the time required for making necessary changes to the systems and to ensure complete and smooth transition to UPI payment mechanism, the proposed alternate payment mechanism and consequent reduction in timelines is proposed to be introduced in a phased manner as under: 3.1 Phase I: From January 01, 2019, the UPI mechanism for retail individual investors through intermediaries will be made effective along with the existing process and existing timeline of T+6 days. The same will continue, for a period of 3 months or floating of 5 main board public issues, whichever is later. 3.2 Phase II: Thereafter, for applications by retail individual investors through intermediarie....
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..... Investor may submit bid-cum-application form with any of the intermediary, along with details of his/her bank account for blocking of funds. For such applications, the intermediary would upload the bid in stock exchange bidding platform and forward the application form to a branch of SCSB for blocking of funds.* A RII would also have the option to submit bid-cum-application form with any of the intermediary and use his / her UPI ID for the purpose of blocking of funds. Qualified Institutional Buyer (QIB) Not applicable Non Institutional Investor (NII) Not applicable 5.2 *For Phase II and Phase III, the RIIs will have the option to use only Channel I, II and IV for making application in a public issue. 6. Timelines 6.1 An indicative process flow for applications in public issue submitted by retail individual investor is placed at Annexure I. 6.2 The revised indicative timelines for various activities in Phase I & II are specified at Annexure II and Annexure III, respectively, to this circular. The timelines for Phase III will be notified subsequently. 7. Process of becoming a Sponsor Bank 7.1 Banks desirous of becoming Sponsor Bank and to be eligible to be appointed as....
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....onsor Bank to act as a conduit between the Stock Exchanges and NPCI in order to push the mandate collect requests and / or payment instructions of the retail investors into the UPI; 11.2 The Sponsor Bank appointed by the issuer may be the same as the bank with whom the public issue account has been opened. 12. Other requirements 12.1 The details of commission and processing fees payable to each intermediary and the timelines for payment shall be disclosed in the offer document. 12.2 The intermediaries shall provide necessary guidance to their investors in use of UPI while making applications in public issues. 12.3 All entities involved in the process shall co-ordinate with one another to ensure completion of listing of shares and commencement of trading in Phase I by T+6. 12.4 In Phase II, such entities shall aim to expeditiously complete the process of listing of shares and commencement of trading, in any case, not later than T+6. 12.5 The text of data fields required in the Application-cum-bidding-form relating to UPI and an illustrative Application-cum-bidding-form is placed at Annexure VI to this Circular. 12.6 Merchant bankers shall ensure that appropriate disclosures ....
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....d blocking of funds in RII account by the SCSB would continue. 1.1.2. Application submitted with Intermediary (i) A RII would continue to have the option to submit the bid-cum-application form online using the facility of linked online trading, demat and bank account (3-in-1 type accounts), provided by some of the brokers. (ii) RII would also continue to have the option of submission of bid-cum-application form with any of the intermediary, along with details of his/her bank account for blocking of funds. In such case, the intermediary would upload the bid in stock exchange bidding platform and forward the application form to a branch of SCSB for blocking of funds. This option would be available upto the conclusion of Phase I. (iii) In addition to above channels, with effect from January 01, 2019, a RII would also have the option to submit bid-cum-application form with any of the intermediary and use his / her bank account linked UPI ID for the purpose of blocking of funds. The detailed process in this regard is as detailed hereunder. 2. Process for RII application submitted with intermediary with UPI as mode of payment 2.1. Bidding and validation process 2.1.1. Before submi....
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....by the RII, as above, the said information would be electronically received by the RIIs' bank, where the funds, equivalent to application amount, would get blocked in RIIs account. Intimation regarding confirmation of such block of funds in RIIs account would also be received by the RII. 2.2.6. The information containing status of block request (e.g. - accepted / decline / pending) would also be shared with the Sponsor Bank, which in turn would be shared with stock exchange. The block request status would also be displayed on stock exchange platform for information of the intermediary. 2.2.7. The information received from Sponsor Bank, would be shared by stock exchange with RTA in the form of a file for the purpose of reconciliation. 2.2.8. RIIs would continue to have the option to modify or withdraw the bid till the closure of the bidding period. For each such modification of bid, RII will submit a revised bid and shall receive a mandate request from sponsor bank to be validated as per the process indicated above. 2.3. Post issue closure - Finalization of basis of allotment of shares, debit of blocked amount, credit of shares and listing 2.3.1. Post closure of the offer, the ....
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....tioned on the website of the stock exchange as eligible for this activity) Retails investors submitting application with any of the entities at (ii) to (v) above (hereinafter referred as 'Intermediaries'), and intending to use UPI, shall also enter their UPI ID in the bid-cum-application form. Issue opening date to issue closing date (where T is issue closing date) 2. The aforesaid entities shall, at the time of receipt of application, give an acknowledgement to investor, by giving the counter foil or specifying the application number to the investor, as a proof of having accepted the application form, in physical or electronic mode, respectively. (i) For applications submitted to SCSB: After accepting the form, SCSB shall capture and upload the relevant details in the electronic bidding system as specified by the stock exchange(s) and block funds available in the bank account specified in the form, to the extent of the application money specified. (ii) For applications submitted to intermediaries, without using UPI: After accepting the application form, respective intermediary shall capture and upload the relevant details in the electronic bidding system of stock exchange(s)....
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..... SCSBs to begin blocking of funds. Registrar to give bid file received from stock exchanges containing the application number and amount to all the SCSBs who may use this file for validation / reconciliation at their end. For retail applications submitted to intermediaries with use of UPI for payment: Sponsor Bank may not accept bid details from Stock Exchanges post T+1. Sponsor Bank to initiate request for blocking of funds to investor. T+1 6. For retail applications submitted to intermediaries with use of UPI for payment: Sponsor Bank to initiate request for blocking of funds of investor, with confirmation cut off-time of 12:00 p.m. All pending requests at the cut-off time would lapse. Applicant to accept mandate request for blocking of funds prior to cut off-time of 12:00 p.m. Sponsor Bank send confirmation of funds blocked (Final Certificate) to the registrar through stock exchange by end of the day. For retail applications submitted to intermediaries without UPI and QIB & NII application submitted to intermediaries: SCSBs to send confirmation of funds blocked (Final Certificate) to the registrar by end of the day. For all applications submitted to SCSB The res....
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....ent of trading, in all the newspapers where issue opening/closing advertisements have appeared earlier. Stock exchange(s) to issue commencement of trading notice. T+5 10. Trading commences T+6 * Working days will be all trading days of stock exchanges, excluding Sundays, and bank holidays Annexure - III Timeline Schedule for Various Activities under Phase II Sr. No. Details of activities Due Date (working day*) 1. An investor, intending to subscribe to a public issue, shall submit a completed bid-cum-application form to any of the following entities: vi. an SCSB, with whom the bank account to be blocked, is maintained vii. a syndicate member (or sub-syndicate member) viii. a stock broker registered with a recognised stock exchange (and whose name is mentioned on the website of the stock exchange as eligible for this activity) ('broker') ix. a depository participant ('DP') (whose name is mentioned on the website of the stock exchange as eligible for this activity) x. a registrar to an issue and share transfer agent ('RTA') (whose name is mentioned on the website of the stock exchange as eligible for this activity) Retails investors submitting application with any ....
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....T is issue closing date) 4. Issue Closes T (Issue closing date) 5. For retail applications submitted to intermediaries with use of UPI for payment: Sponsor Bank may not accept bid details from Stock Exchanges post 11:00 a.m. Sponsor Bank to initiate request for blocking of funds of investor, with confirmation cut off-time of 12:00 p.m. All pending requests at the cut-off time would lapse. Applicant to accept mandate request for blocking of funds prior to cut off-time of 12:00 p.m. Sponsor Bank to send confirmation of funds blocked (Final Certificate) to the registrar through stock exchange. For QIB & NII application submitted to intermediaries: Intermediaries to forward a schedule as per format given below along with the application forms to designated branches of the respective SCSBs for blocking of funds. Intermediaries to forward a schedule as per format given below along with the application forms to designated branches of the respective SCSBs for blocking of funds. Field No. Details 1. Symbol 2. Intermediary Code 3. Intermediary Name 4. Bank Code 5. Bank Name 6. Location Code 7. Application No 8. Category 9. PAN 10. DP ID 11. Client ID 12.....
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....rar to file allotment details with designated stock exchange(s) and confirm all formalities are complete except demat credit. Registrar to send bank-wise data of allottees, amount due on shares allotted, if any, and balance amount to be unblocked to SCSBs and Sponsor Bank. T+4 9. Registrar to receive confirmation of demat credit from depositories. Issuer and registrar to file confirmation of demat credit, lock-in and issuance of instructions to unblock ASBA funds, as applicable, with stock exchange(s). Issuer to make a listing application to stock exchange(s) and stock exchange(s) to give listing and trading permission. Issuer, merchant banker and registrar to publish allotment advertisement before the commencement of trading, prominently displaying the date of commencement of trading, in all the newspapers where issue opening/closing advertisements have appeared earlier. Stock exchange(s) to issue commencement of trading notice. T+5 10. Trading commences T+6 * Working days will be all trading days of stock exchanges, excluding Sundays, and bank holidays Annexure - IV CERTIFICATION BY SELF CERTIFIED SYNDICATE BANKS (SCSBs) FOR IMPLEMENTATION OF ASBA Note: All banks ....
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....k account specified in the ASBA upon receipt of request from Registrar(s) and releasing the funds in favour of the issuer or unblocking of funds on withdrawal/ rejection of the ASBA, and g. Unblocking funds in the bank account specified in the ASBA upon receipt of information on withdrawal/ failure of the issue from the post issue merchant bankers through Registrar to an issue. (v) We have systems in place to ensure that the amount blocked by us in the bank account specified in the ASBA shall be available at all times, for the purpose of giving it to the issuer upon finalization of the basis of allotment. (vi) We are responsible for any omission or commission on our part while discharging our role as envisaged in the ASBA facility. (vii) We have systems in place to satisfactorily redress complaints arising out of errors or delays on our part to capture data, block or release funds, etc. In this regard, we will be governed by SEBI (Issue of Capital & Disclosure Requirements) Regulations, 2018 and Circular No. SEBI/HO/CFD/DIL2/CIR/P/2018/22 dated February 15, 2018. (viii) We have identified our Controlling Branch and Designated Branch(es), the names and contact details of which....