General Information Document
X X X X Extracts X X X X
X X X X Extracts X X X X
....on Forms printed or 50,000 in number, whichever is lower; 3.3. copy of GID is provided to an investor as and when requested, in form and manner so requested by the investor; 3.4. the updated GID is made available to investors; and 3.5. the updated GID is made available on the websites of the:- 3.5.1. Stock Exchange(s) where the shares pursuant to an issue are proposed to be listed; and 3.5.2. the respective Lead Manager(s) to the issue, where DRHP / RHP / Draft Prospectus / Prospectus is made available. 4. This circular would become applicable to all RHP / Prospectus not filed with Registrar of Companies as on the date of this circular. 5. This circular is issued in exercise of the powers conferred under Section 11 read with Section 11A of the Securities and Exchange Board of India Act, 1992 read with SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009. 6. This circular is available on SEBI website at www.sebi.gov.in under the categories "Legal Framework" and "Issues and Listing". Yours faithfully, Harini Balaji Deputy General Manager +91-22-26449372 [email protected] Enclosure: As above ============= Document 1 GBi....
X X X X Extracts X X X X
X X X X Extracts X X X X
....elated securities involves risk and Bidder/Applicant should not invest any funds in the Issue unless they can afford to take the risk of losing their investment. The specific terms relating to securities and/or for subscribing to securities in an Issue and the relevant information about the Issuer undertaking the Issue are set out in the Red Herring Prospectus ("RHP")/ Prospectus filed by the Issuer with the Registrar of Companies ("RoC"). Bidders/Applicants should carefully read the entire RHP/Prospectus and the Bid cum Application Form/Application Form and the Abridged Prospectus of the Issuer in which they are proposing to invest through the Issue. In case of any difference in interpretation or conflict and/or overlap between the disclosure included in this document and the RHP/Prospectus, the disclosures in the RHP/Prospectus shall prevail. The RHP/Prospectus of the Issuer is available on the websites of stock exchanges, on the website(s) of the BRLM(s) to the Issue and on the website of Securities and Exchange Board of India ("SEBI") at www.sebi.gov.in. For the definitions of capitalized terms and abbreviations used herein Bidders/Applica....
X X X X Extracts X X X X
X X X X Extracts X X X X
....a later date before registering the Prospectus with the Registrar of Companies. The cap on the Price Band should be less than or equal to 120% of the Floor Price. The Issuer shall announce the Price or the Floor Price or the Price Band through advertisement in all newspapers in which the pre-issue advertisement was given at least five Working Days before the Bid/Issue Opening Date, in case of an IPO and at least one Working Day before the Bid/Issue Opening Date, in case of an FPO. The Floor Price or the Issue price cannot be lesser than the face value of the securities. 3 Bidders/Applicants should refer to the RHP/Prospectus or Issue advertisements to check whether the Issue is a Book Built Issue or a Fixed Price Issue. 2.5 ISSUE PERIOD The Issue may be kept open for a minimum of three Working Days (for all category of Bidders/Applicants) and not more than ten Working Days. Bidders/Applicants are advised to refer to the Bid cum Application Form and Abridged Prospectus or RHP/Prospectus for details of the Bid/Issue Period. Details of Bid/Issue Period are also available on the website of Stock Exchange(s). In case of a Book Built Iss....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... Basis of allotment approved by SE reconciliation and 20 submits the final basis of allotment with SE 19 RTI validates electronic bid file with DPs for verification of DP ID/CL ID & PAN Final Certificate from Collecting Banks/ SCSBs to RTIS Collecting banks commence clearing of payment instruments 18 17 16 21 Instructions sent to SCSBs/Collecting bank for successful allotment and movement of funds to Issue a/c 22 Credit of shares in client account with DPS and transfer of funds to Issue a/c 23 Registrarto issue bank- wise data of allottees, allotted amount and refund amount to collecting banks. 5 24 Refund/Unblocking of funds is made for unsuccessful bids 25 Listing and Trading approval given by Stock Exchange (s) Trading Starts (T+12) 26 GB à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India SECTION 3: CATEGORY OF INVESTORS ELIGIBLE TO PARTICIPATE IN AN ISSUE Each....
X X X X Extracts X X X X
X X X X Extracts X X X X
....d Liability Partnership Act, 2008; and Any other person eligible to Bid/Apply in the Issue, under the laws, rules, regulations, guidelines and policies applicable to them and under Indian laws. As per the existing regulations, OCBs are not allowed to participate in an Issue. 6 GB à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India SECTION 4: APPLYING IN THE ISSUE Book Built Issue: Bidders should only use the specified Bid cum Application Form either bearing the stamp of a member of the Syndicate or bearing a stamp of the Registered Broker or stamp of SCSBs as available or downloaded from the websites of the Stock Exchanges. Bid cum Application Forms are available with the members of the Syndicate, Registered Brokers, Designated Branches of the SCSBs and at the registered office of the Issuer. Electronic Bid cum Application Forms will be available on the websites of the Stock Exchanges at least one day prior to the Bid/Issue Opening Date. For further details regarding availa....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... and Non-Resident Bid cum Application Form and samples are provided below. The samples of the Bid cum Application Form for resident Bidders and the Bid cum Application Form for non-resident Bidders are reproduced below: TEAR HERE COMMON BID CUM APPLICATION FORM FOR ASBA/NON-ASBA XYZ LIMITED - PUBLIC ISSUE - R FOR RESIDENT INDIAN, QIB, ELIGIBLE NRI'S APPLYING ON A NON-REPATRIATION BASIS Logo To. BOOK BUILDING ISSUE Bid cum Application The Board of Directors XYZ Limited Form No. IN SYNDICATE MEMBER'S STAMP & CODE BROKER'S/AGENTS STAMP & CODE 1. NAME & CONTACT DETAILS of Sole/First Applicant Mr./Ms. ESCROWBANK/SCSB BRANCH STAMP &CODE SUB-BROKER'S/SUB-AGENT'S STAMP & CODE Address BANKBRANCH SERIAL NO. Email Tel. No (with STD code) / MobileL REGISTRAR'S/SCSB SERIAL NO. 2. PAN OF SOLE/FIRST APPLICANT 3. BIDDER'S DEPOSITORY ACCOUNT DETAILS NSDL CDSL For NSDL enter 8 digit DP ID followed by 8 digit Client ID / For CDSL enter 16 digit Client ID 4. BID OPTIONS (Only Retail Individual Bidders can Bid at "Cut-off") Bid Options No. of Equity Shares Bid (In Figures) (Bids must be in multiples....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... Signature of Syndicate Member / SCSB Name of Sole/First Applicant 8 Acknowledgement Slip for Bidder Bid cum Application Form No. PLEASE FILL IN BLOCK LETTERS TEAR HERE GB à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India COMMON BID CUM APPLICATION FORM FOR ASBA/NON-ASBA Logo To, XYZ LIMITED - PUBLIC ISSUE - NR The Board of Directors XYZ Limited SYNDICATE MEMBER'S STAMP & CODE FOR ELIGIBLE NRIs, Fils, FVCI, ETC., APPLYING ON A REPATRIATION BASIS BOOK BUILDING ISSUE Bid cum Application INE523L01018 BROKER'S/AGENT'S STAMP & CODE Form No. 1. NAME & CONTACT DETAILS of Sole/First Applicant Mr./Ms. ESCROW BANK/SCSB BRANCH STAMP & CODE SUB-BROKER'S/SUB-AGENT'S STAMP & CODE Address Email Tel. No (with STD code) / MobileL BANK BRANCH SERIAL NO. REGISTRAR'S/SCSB SERIAL NO. 2. PAN OF SOLE/FIRST APPLICANT 3. BIDDER'S DEPOSITORY ACCOUNT DETAILS ☠NSDL CDSL 6. Investor Status NRI Non-Res....
X X X X Extracts X X X X
X X X X Extracts X X X X
....Equity Shares Bid Price Amount Paid) Cheque/DD/ASBA Bank A/c No. Bank & Branch. Acknowledgement Slip for Bidder Bid cum Application Form No. FIELD NUMBER 1: NAME AND CONTACT DETAILS OF THE SOLE/FIRST BIDDER/APPLICANT 9 GB à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India (a) Bidders/Applicants should ensure that the name provided in this field is exactly the same as the name in which the Depository Account is held. (b) Mandatory Fields: Bidders/Applicants should note that the name and address fields are compulsory and e-mail and/or telephone number/mobile number fields are optional. Bidders/Applicants should note that the contact details mentioned in the Bid-cum Application Form/Application Form may be used to dispatch communications(including refund orders and letters notifying the unblocking of the bank accounts of ASBA Bidders/Applicants) in case the communication sent to the address available with the Depositories are returned undelivered or are n....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... 10 GB à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India (b) PAN is the sole identification number for participants transacting in the securities market irrespective of the amount of transaction except for Bids/Applications on behalf of the Central or State Government, Bids/Applications by officials appointed by the courts and Bids/Applications by Bidders/Applicants residing in Sikkim ("PAN Exempted Bidders/Applicants"). Consequently, all Bidders/Applicants, other than the PAN Exempted Bidders/Applicants, are required to disclose their PAN in the Bid cum Application Form/Application Form, irrespective of the Bid/Application Amount. A Bid cum Application Form/Application Form without PAN, except in case of Exempted Bidders/Applicants, is liable to be rejected. Bids/Applications by the Bidders/Applicants whose PAN is not available as per the Demographic Details available in their Depository records, are liable to be rejected. (c) The exemption for the PAN Exempted Bidders/Appli....
X X X X Extracts X X X X
X X X X Extracts X X X X
....r Demographic Details as available in the records of the Depository Participant to ensure accuracy of records. Any delay resulting from failure to update the Demographic Details would be at the Bidders/Applicants' sole risk. 4.1.4 FIELD NUMBER 4: BID OPTIONS (a) Price or Floor Price or Price Band, minimum Bid Lot and Discount (if applicable) may be disclosed in the Prospectus/RHP by the Issuer. The Issuer is required to announce the Floor Price or Price Band, minimum Bid Lot and Discount (if applicable) by way of an advertisement in at least one English, one Hindi and one regional newspaper, with wide circulation, at least five Working Days before Bid/Issue Opening Date in case of an IPO, and at least one Working Day before Bid/Issue Opening Date in case of an FPO. (b) The Bidders may Bid at or above Floor Price or within the Price Band for IPOS /FPOS undertaken through the Book Building Process. In the case of Alternate Book Building Process for an FPO, the Bidders may Bid at Floor Price or any price above the Floor Price (For further details bidders may refer to (Section 5.6 (e)) (c) Cut-Off Price: Retail Individual Investors or Employ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....s thereafter, as may be disclosed in the Bid cum Application Form and the RHP/Prospectus, or as advertised by the Issuer, as the case may be. Non-Institutional Bidders and QIBs are not allowed to Bid at 'Cut-off Price'. (d) RII may revise their bids till closure of the bidding period or withdraw their bids until finalization of allotment. QIBS and NII's cannot withdraw or lower their Bids (in terms of quantity of Equity Shares or the Bid Amount) at any stage after bidding and are required to pay the Bid Amount upon submission of the Bid. (e) In case the Bid Amount reduces to Rs. 200,000 or less due to a revision of the Price Band, Bids by the Non-Institutional Bidders who are eligible for allocation in the Retail Category would be considered for allocation under the Retail Category. (f) For Anchor Investors, if applicable, the Bid Amount shall be least Rs. 10 crores. One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the price at which allocation is being done to other Anchor Investors. Bids by various schemes of a Mutual Fund shal....
X X X X Extracts X X X X
X X X X Extracts X X X X
....rocedures may be followed by the Registrar to the Issue to detect multiple Bids: i. All Bids may be checked for common PAN as per the records of the Depository. For Bidders other than Mutual Funds and FII sub-accounts, Bids bearing the same PAN may be treated as multiple Bids by a Bidder and may be rejected. ii. For Bids from Mutual Funds and FII sub-accounts, submitted under the same PAN, as well as Bids on behalf of the PAN Exempted Bidders, the Bid cum Application Forms may be checked for common DP ID and Client ID. Such Bids which have the same DP ID and Client ID may be treated as multiple Bids and are liable to be rejected. (c) The following Bids may not be treated as multiple Bids: i. Bids by Reserved Categories bidding in their respective Reservation Portion as well as bids made by them in the Net Issue portion in public category. ii. Separate Bids by Mutual Funds in respect of more than one scheme of the Mutual Fund provided that the Bids clearly indicate the scheme for which the Bid has been made. iii. Bids by Mutual Funds, and sub-accounts of FIIs (or FIIs and its sub-accounts) submitted with the same PAN but with different be....
X X X X Extracts X X X X
X X X X Extracts X X X X
....apply on non-repatriation basis or repatriation basis and should accordingly provide the investor status. Details regarding investor status are different in the Resident Bid cum Application Form and Non-Resident Bid cum Application Form. (d) Bidders/Applicants should ensure that their investor status is updated in the Depository records. 4.1.7 FIELD NUMBER 7: PAYMENT DETAILS (a) All Bidders are required to make payment of the full Bid Amount (net of any Discount, as applicable) along-with the Bid cum Application Form. If the Discount is applicable in the Issue, the RIIs should indicate the full Bid Amount in the Bid cum Application Form and the payment shall be made for Bid Amount net of Discount. Only in cases where the RHP/Prospectus indicates that part payment may be made, such an option can be exercised by the Bidder. In case of Bidders specifying more than one Bid Option in the Bid cum Application Form, the total Bid Amount may be calculated for the highest of three options at net price, i.e. Bid price less Discount offered, if any. (b) Bidders who Bid at Cut-off price shall deposit the Bid Amount based on the Cap Price. (c) QIBS....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... Date. (g) Bidders are advised to provide the number of the Bid cum Application Form and PAN on the reverse of the cheque or bank draft to avoid any possible misuse of instruments submitted. 4.1.7.2 Payment instructions for ASBA Bidders (a) ASBA Bidders may submit the Bid cum Application Form either i. in physical mode to the Designated Branch of an SCSB where the Bidders/Applicants have ASBA Account, or 16 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ GB Securities and Exchange Board of India ii. in electronic mode through the internet banking facility offered by an SCSB authorizing blocking of funds that are available in the ASBA account specified in the Bid cum Application Form, or iii. in physical mode to a member of the Syndicate at the Specified Locations or iv. Registered Brokers of the Stock Exchange (b) ASBA Bidders may specify the Bank Account number in the Bid cum Application Form. The Bid cum Application Form submitted by an ASBA Bidder and which is accompanied by cash, demand draft, mone....
X X X X Extracts X X X X
X X X X Extracts X X X X
....¤¿ और विनिमय विनिमय बोरà¥à¤¡ Securities and Exchange Board of India application directly submitted to SCSB by investor, may enter each Bid option into the electronic bidding system as a separate Bid. (k) If sufficient funds are not available in the ASBA Account, the Designated Branch of the SCSB may not upload such Bids on the Stock Exchange platform and such bids are liable to be rejected. (1) Upon submission of a completed Bid cum Application Form each ASBA Bidder may be deemed to have agreed to block the entire Bid Amount and authorized the Designated Branch of the SCSB to block the Bid Amount specified in the Bid cum Application Form in the ASBA Account maintained with the SCSBs. (m) The Bid Amount may remain blocked in the aforesaid ASBA Account until finalisation of the Basis of allotment and consequent transfer of the Bid Amount against the Allotted Equity Shares to the Public Issue Account, or until withdrawal or failure of the Issue, or until withdrawal or rejection of the Bid, as the case may be. (n) SCSBs bidding in the Issue....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... Bidders may refer to the RHP/Prospectus. (c) The Bidders entitled to the applicable Discount in the Issue may make payment for an amount i.e. the Bid Amount less Discount (if applicable). Bidder may note that in case the net payment (post Discount) is more than two lakh Rupees, the bidding system automatically considers such applications for allocation under Non-Institutional Category. These applications are neither eligible for Discount nor fall under RII category. 4.1.8 FIELD NUMBER 8: SIGNATURES AND OTHER AUTHORISATIONS (a) Only the First Bidder/Applicant is required to sign the Bid cum Application Form/Application Form. Bidders/Applicants should ensure that signatures are in one of the languages specified in the Eighth Schedule to the Constitution of India. (b) If the ASBA Account is held by a person or persons other than the ASBA Bidder/Applicant., then the Signature of the ASBA Account holder(s) is also required. (c) In relation to the ASBA Bids/Applications, signature has to be correctly affixed in the authorization/undertaking box in the Bid cum Application Form/Application Form, or an authorisation has to be provided to the SCS....
X X X X Extracts X X X X
X X X X Extracts X X X X
....e, where the Bid was submitted or In case of Non-ASBA bids cheque or draft number and the name of the issuing bank thereof In case of ASBA Bids, ASBA Account number in which the amount equivalent to the Bid Amount was blocked. For further details, Bidder/Applicant may refer to the RHP/Prospectus and the Bid cum Application Form. 4.2 INSTRUCTIONS FOR FILING THE REVISION FORM (a) During the Bid/Issue Period, any Bidder/Applicant (other than QIBs and NIIs, who can only revise their bid upwards) who has registered his or her interest in the Equity Shares at a particular price level is free to revise his or her Bid within the Price Band using the Revision Form, which is a part of the Bid cum Application Form. (b) RII may revise their bids till closure of the bidding period or withdraw their bids until finalization of allotment. (c) Revisions can be made in both the desired number of Equity Shares and the Bid Amount by using the Revision Form. (d) The Bidder/Applicant can make this revision any number of times during the Bid/ Issue Period. However, for any revision(s) in the Bid, the Bidders/Applicants will have to use the 20 GB ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....Cut-off" 7181514131201 41321 4321 4321 (Please tcx) 6. PAYMENT DETAILS (Please tick (✔) any one of payment option A or B below) PAYMENT OPTIONS Full Payment Part Payment Additional Amount Paid (in figures) ☠(A) CHEQUE/ DEMAND DRAFT (DD) Cheque/DD No Dated, Drawn on (Bank Name & Branch)L (in words). (B) ASBA Bank A/c No. Bank Name & Branch CONFIRM THE 'BIDDERS UNDERTAKING AS GIVEN OVERLEAF. I/We (on behalf of joint applicants, if any) hereby confirm that I/We have read the Instructions for Filling up the Bid revision Form given overleaf. 7A. SIGNATURE OF SOLE/ JOINT APPLICANT(S) 7B. SIGNATURE OF ASBA BANK ACCOUNT HOLDER(s) (AS PER BANK RECORDS) (FOR ASBA OPTION ONLY) We authorize the SCSB to do all acts as are necessary to make the Application in the Issue BROKER'S/SCSB BRANCH'S STAMP (Acknowledging upload of Bid in Stock Exchange system) Date: 2011 2 3 DPID XYZ LIMITED BID REVISION FORM TEAR HERE Acknowledgement Slip for Syndicate Member / SCSB Bid cum Application Form No. "PAN CLID Additional Amount Paid (*) Cheque/DD/ASBA Bank A/c No. Received from M....
X X X X Extracts X X X X
X X X X Extracts X X X X
....t exceed Rs. 200,000. In case the Bid Amount exceeds Rs. 200,000 due to revision of the Bid or for any other reason, the Bid may be considered, subject to eligibility, for allocation under the Non-Institutional Category, not being eligible for Discount (if applicable) and such Bid may be rejected if it is at the Cut-off Price. The Cut-off Price option is given only to the RIIS, Employees and Retail Individual Shareholders indicating their agreement to Bid for and purchase the Equity Shares at the Issue Price as determined at the end of the Book Building Process. (d) In case the total amount (i.e., original Bid Amount plus additional payment) exceeds Rs. 200,000, the Bid will be considered for allocation under the Non-Institutional Portion in terms of the RHP/Prospectus. If, however, the RII does not either revise the Bid or make additional payment and the Issue Price is higher than the cap of the Price Band prior to revision, the number of Equity Shares Bid for shall be adjusted downwards for the purpose of allocation, such that no additional payment would be required from the RII and the RII is deemed to have approved such revised Bid at C....
X X X X Extracts X X X X
X X X X Extracts X X X X
....tegory in terms of the RHP/Prospectus. If, however, the Bidder/Applicant does not either revise the Bid or make additional payment and the Issue Price is higher than the cap of the Price Band prior to revision, the number of Equity Shares Bid for may be adjusted downwards for the purpose of allotment, such that no additional payment is required from the Bidder/Applicant and the Bidder/Applicant is deemed to have approved such revised Bid at the Cut-off Price. (f) In case of a downward revision in the Price Band, RIIs, Employees and Retail Individual Shareholders, who have bid at the Cut-off Price, could either revise their Bid or the excess amount paid at the time of bidding may be unblocked in case of ASBA Bidders/Applicants or refunded from the Escrow Account in case of non-ASBA Bidder/Applicant. 4.2.4 FIELDS 7: SIGNATURES AND ACKNOWLEDGEMENTS Bidders/Applicants may refer to instructions contained at paragraphs 4.1.8 and 4.1.9 for this purpose. 4.3 INSTRUCTIONS FOR FILING APPLICATION FORM IN ISSUES MADE OTHER THAN THROUGH THE BOOK BUILDING PROCESS (FIXED PRICE ISSUE) 24 GB à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤....
X X X X Extracts X X X X
X X X X Extracts X X X X
....nts, Bids bearing the same PAN may be treated as multiple applications by a Bidder/Applicant and may be rejected. ii. For applications from Mutual Funds and FII sub-accounts, submitted under the same PAN, as well as Bids on behalf of the PAN Exempted Applicants, the Application Forms may be 25 GB à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India checked for common DP ID and Client ID. In any such applications which have the same DP ID and Client ID, these may be treated as multiple applications and may be rejected. (i) The following applications may not be treated as multiple Bids: i. ii. iii. Applications by Reserved Categories in their respective reservation portion as well as that made by them in the Net Issue portion in public category. Separate applications by Mutual Funds in respect of more than one scheme of the Mutual Fund provided that the Applications clearly indicate the scheme for which the Bid has been made. Applications by Mutual Funds, and sub-acco....
X X X X Extracts X X X X
X X X X Extracts X X X X
....y submit their Application Form with the Collection Bank(s). (b) For Applications made through a Collection Bank(s): The Applicant may, with the submission of the Application Form, draw a cheque or demand draft for the Bid Amount in favor of the Escrow Account as specified under the Prospectus and the Application Form and submit the same to the escrow Collection Bank(s). (c) If the cheque or demand draft accompanying the Application Form is not made favoring the Escrow Account, the form is liable to be rejected. (d) Payments should be made by cheque, or demand draft drawn on any bank (including a co- operative bank), which is situated at, and is a member of or sub-member of the bankers' clearing house located at the centre where the Application Form is submitted. Cheques/bank drafts drawn on banks not participating in the clearing process may not be accepted and applications accompanied by such cheques or bank drafts are liable to be rejected. (e) The Escrow Collection Banks shall maintain the monies in the Escrow Account for and on behalf of the Applicants until the Designated Date. (f) Applicants are advised to provide the number of the A....
X X X X Extracts X X X X
X X X X Extracts X X X X
....Application Form in the ASBA Account maintained with the SCSBs. (k) The Application Amount may remain blocked in the aforesaid ASBA Account until finalisation of the Basis of allotment and consequent transfer of the Application Amount against the Allotted Equity Shares to the Public Issue Account, or until withdrawal or failure of the Issue, or until withdrawal or rejection of the Application, as the case may be. (1) SCSBs applying in the Issue must apply through an ASBA Account maintained with any other SCSB; else their Applications are liable to be rejected. 4.3.5.2.1 Unblocking of ASBA Account (a) Once the Basis of Allotment is approved by the Designated Stock Exchange, the Registrar to the Issue may provide the following details to the controlling branches of each SCSB, along with instructions to unblock the relevant bank accounts and for successful applications transfer the requisite money to the Public Issue Account designated for this purpose, within the specified timelines: (i) the number of Equity Shares to be Allotted against each Application, (ii) the amount to be transferred from the relevant bank account to the Public Issue ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....ed (a) Bidders/Applicants should not submit the bid cum application forms/ Revision Form directly to the escrow collection banks. Bid cum Application Form/ Revision Form submitted to the escrow collection banks are liable for rejection. (b) Bidders/Applicants should submit the Revision Form to the same member of the Syndicate, the Registered Broker or the SCSB through which such Bidder/Applicant had placed the original Bid. 29 GB à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India (c) Upon submission of the Bid-cum-Application Form, the Bidder/Applicant will be deemed to have authorized the Issuer to make the necessary changes in the RHP and the Bid cum Application Form as would be required for filing Prospectus with the Registrar of Companies (ROC) and as would be required by the RoC after such filing, without prior or subsequent notice of such changes to the relevant Bidder/Applicant. (d) Upon determination of the Issue Price and filing of the Prospectus with the RoC, the....
X X X X Extracts X X X X
X X X X Extracts X X X X
....ated Branches of the SCSBs can also set up facilities for off-line electronic registration of Bids, subject to the condition that they may subsequently upload the off-line data file into the on- line facilities for Book Building on a regular basis before the closure of the issue. (b) On the Bid/Issue Closing Date, the Syndicate, the Registered Broker and the Designated Branches of the SCSBs may upload the Bids till such time as may be permitted by the Stock Exchanges. (c) Only Bids that are uploaded on the Stock Exchanges Platform are considered for allocation/ Allotment. The members of the Syndicate, the Registered Brokers and the SCSBs are given up to one day after the Bid/Issue Closing Date to modify select fields uploaded in the Stock 31 GB à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Exchange Platform during the Bid/Issue Period after which the Stock Exchange(s) send the bid information to the Registrar for validation of the electronic bid details with the Depos....
X X X X Extracts X X X X
X X X X Extracts X X X X
....रतीय पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India (b) The BRLMs and their affiliate Syndicate Members, as the case may be, may reject Bids if all the information required is not provided and the Bid cum Application Form is incomplete in any respect. (c) The SCSBs shall have no right to reject Bids, except in case of unavailability of adequate funds in the ASBA account or on technical grounds. (d) In case of QIB Bidders, only the (i) SCSBs (for Bids other than the Bids by Anchor Investors); and (ii) BRLMs and their affiliate Syndicate Members (only in the specified locations) have the right to reject bids. However, such rejection shall be made at the time of receiving the Bid and only after assigning a reason for such rejection in writing. (e) All bids by QIBS, NIIS & RIIs Bids can be rejected on technical grounds listed herein. 5.5.1 GROUNDS FOR TECHNICAL REJECTIONS Bid cum Application Forms/Application Form can be rejected on the below mentioned technical grounds either at the time of....
X X X X Extracts X X X X
X X X X Extracts X X X X
....Amount paid does not tally with the amount payable for the highest value of Equity Shares Bid for. With respect to Bids/Applications by ASBA Bidders, the amounts mentioned in the Bid cum Application Form/Application Form does not tally with the amount payable for the value of the Equity Shares Bid/Applied for; (n) Bids/Applications for amounts greater than the maximum permissible amounts prescribed by the regulations; (o) In relation to ASBA Bids/Applications, submission of more than five Bid cum Application Forms/Application Form as per ASBA Account; (p) Bids/Applications for a Bid/Application Amount of more than Rs. 200,000 by RIIS by applying through non-ASBA process; (q) Bids/Applications for number of Equity Shares which are not in multiples Equity Shares which are not in multiples as specified in the RHP; (r) Multiple Bids/Applications as defined in this GID and the RHP/Prospectus; (s) Bid cum Application Forms/Application Forms are not delivered by the Bidders/Applicants within the time prescribed as per the Bid cum Application Forms/Application Form, Bid/Issue Opening Date advertisement and as per the instructions in the RHP and ....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... the BRLMs and the Designated Stock Exchange and in accordance with the SEBI ICDR Regulations, 2009. Unsubscribed portion in QIB category is not available for subscription to other categories. (c) In case of under subscription in the Net Issue, spill-over to the extent of such under- subscription may be permitted from the Reserved Portion to the Net Issue. For allocation in the event of an under-subscription applicable to the Issuer, Bidders/Applicants may refer to the RHP. (d) Illustration of the Book Building and Price Discovery Process Bidders should note that this example is solely for illustrative purposes and is not specific to the Issue; it also excludes bidding by Anchor Investors. Bidders can bid at any price within the Price Band. For instance, assume a Price Band of Rs. 20 to Rs. 24 per share, Issue size of 3,000 Equity Shares and receipt of five Bids from Bidders, details of which are shown in the table below. The illustrative book given below shows the 35 GB à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥....
X X X X Extracts X X X X
X X X X Extracts X X X X
....à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India SECTION 6: ISSUE PROCEDURE IN FIXED PRICE ISSUE Applicants may note that there is no Bid cum Application Form in a Fixed Price Issue. As the Issue Price is mentioned in the Fixed Price Issue therefore on filing of the Prospectus with the ROC, the Application so submitted is considered as the application form. Applicants may only use the specified Application Form for the purpose of making an Application in terms of the Prospectus which may be submitted through Syndicate Members/SCSB and/or Bankers to the Issue or Registered Broker. ASBA Applicants may submit an Application Form either in physical form to the Syndicate Members or Registered Brokers or the Designated Branches of the SCSBs or in the electronic form to the SCSB or the Designated Branches of the SCSBs authorising blocking of funds that are available in the bank account specified in the Application Form only ("ASBA Account"). The Application Form is also made available on the websites of the Stock Exchanges at least one day prior to ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....imum Bid Lot (“Maximum RII Allottees"). The Allotment to the RIIS will then be made in the following manner: (a) In the event the number of RIIs who have submitted valid Bids in the Issue is equal to or less than Maximum RII Allottees, (i) all such RIIS shall be Allotted the minimum Bid Lot; and (ii) the balance available Equity Shares, if any, remaining in the Retail Category shall be Allotted on a proportionate basis to the RIIS who have received Allotment as per (i) above for the balance demand of the Equity Shares Bid by them (i.e. who have Bid for more than the minimum Bid Lot). (b) In the event the number of RIIS who have submitted valid Bids in the Issue is more than Maximum RII Allottees, the RIIS (in that category) who will then be allotted minimum Bid Lot shall be determined on the basis of draw of lots. 7.2 ALLOTMENT TO NIIS Bids received from NIIs at or above the Issue Price may be grouped together to determine the total demand under this category. The allotment to all successful NIIs may be made at or above the Issue Price. If the aggregate demand in this category is less than or equal to the Non- Institutional Categor....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... for allocation to the remaining QIBs on a proportionate basis. 7.4 ALLOTMENT TO ANCHOR INVESTOR (IF APPLICABLE) (a) Allocation of Equity Shares to Anchor Investors at the Anchor Investor Issue Price will be at the discretion of the issuer subject to compliance with the following requirements: i. not more than 30% of the QIB Portion will be allocated to Anchor Investors; ii. one-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the price at which allocation is being done to other Anchor Investors; and iii. allocation to Anchor Investors shall be on a discretionary basis and subject to: • a maximum number of two Anchor Investors for allocation up to Rs. 10 crores; • a minimum number of two Anchor Investors and maximum number of 15 Anchor Investors for allocation of more than Rs. 10 crores and up to Rs. 250 crores subject to minimum allotment of Rs. 5 crores per such Anchor Investor; and • a minimum number of five Anchor Investors and maximum number of 25 Anchor Investors for allocation of more than Rs. 250 crores s....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... be arrived at on a proportionate basis, which is total number of Equity Shares applied for by each Bidder in that category multiplied by the inverse of the over-subscription ratio; (d) In all Bids where the proportionate allotment is less than the minimum bid lot decided per Bidder, the allotment may be made as follows: the successful Bidders out of the total Bidders for a category may be determined by a draw of lots in a manner such that the total number of Equity Shares Allotted in that category is equal to the number of Equity Shares calculated in accordance with (b) above; and each successful Bidder may be Allotted a minimum of such Equity Shares equal to the minimum Bid Lot finalised by the Issuer; (e) If the proportionate allotment to a Bidder is a number that is more than the minimum Bid lot but is not a multiple of one (which is the marketable lot), the decimal may be rounded off to the higher whole number if that decimal is 0.5 or higher. If that number is lower than 0.5 it 40 GB à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बà....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... the credit of shares to the successful Applicant's depository account is completed within two Working Days from the date of Allotment, after the funds are transferred from the Escrow Account to the Public Issue Account on the Designated Date. 41 GB à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India SECTION 8: INTEREST AND REFUNDS 8.1 COMPLETION OF FORMALITIES FOR LISTING & COMMENCEMENT OF TRADING The Issuer may ensure that all steps for the completion of the necessary formalities for listing and commencement of trading at all the Stock Exchanges are taken within 12 Working Days of the Bid/Issue Closing Date. The Registrar to the Issue may give instructions for credit to Equity Shares the beneficiary account with DPs, and dispatch the Allotment Advice within 12 Working Days of the Bid/Issue Closing Date. 8.2 8.2.1 GROUNDS FOR REFUND NON RECEIPT OF LISTING PERMISSION An Issuer makes an application to the Stock Exchange(s) for permission to deal in/list and for an ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....ions, 2009 but fails to allot at least 75% of the Net Issue to QIBs, in such case full subscription money is to be refunded. 8.3 MODE OF REFUND (a) In case of ASBA Bids/Applications: Within 12 Working Days of the Bid/Issue Closing Date, the Registrar to the Issue may give instructions to SCSBs for unblocking the amount in ASBA Account on unsuccessful Bid/Application and also for any excess amount blocked on Bidding/Application. (b) In case of Non-ASBA Bid/Applications: Within 12 Working Days of the Bid/Issue Closing Date, the Registrar to the Issue may dispatch the refund orders for all amounts payable to unsuccessful Bidders/Applicants and also for any excess amount paid on Bidding/Application, after adjusting for allocation/ allotment to Bidders/Applicants. (c) In case of non-ASBA Bidders/Applicants, the Registrar to the Issue may obtain from the depositories the Bidders/Applicants' bank account details, including the MICR code, on the basis of the DP ID, Client ID and PAN provided by the Bidders/Applicants in their Bid cum Application Forms for refunds. Accordingly, Bidders/Applicants are advised to immediately update their details....
X X X X Extracts X X X X
X X X X Extracts X X X X
....apped with the IFSC Code of that particular bank branch and the payment of refund may be made to the Bidders/Applicants through this method. In the event NEFT is not operationally feasible, the payment of refunds may be made through any one of the other modes as discussed in this section; (g) Direct Credit-Bidders/Applicants having their bank account with the Refund Banker may be eligible to receive refunds, if any, through direct credit to such bank account; (h) RTGS-Bidders/Applicants having a bank account at any of the centers notified by SEBI where clearing houses are managed by the RBI, may have the option to receive refunds, if any, through RTGS; and (i) For all the other Bidders/Applicants, including Bidders/Applicants who have not updated their bank particulars along with the nine-digit MICR code, the refund orders may be dispatched through speed post or registered post for refund orders. Such refunds may be made by cheques, pay orders or demand drafts drawn on the Refund Bank and payable at par at places where Bids are received. For details of levy of charges, if any, for any of the above methods, Bank charges, if any, for cashi....
X X X X Extracts X X X X
X X X X Extracts X X X X
....s after the Basis of Allotment has been approved by the designated Stock Exchanges A Qualified Institutional Buyer, applying under the Anchor Investor Portion in accordance with the requirements specified in SEBI ICDR Regulations, 2009. Up to 30% of the QIB Category which may be allocated by the Issuer in consultation with the BRLMs, to Anchor Investors on a discretionary basis. One-third of the Anchor Investor Portion is reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the price at which allocation is being done to Anchor Investors The form in terms of which the Applicant should make an application for Allotment in case of issues other than Book Built Issues, includes Fixed Price Issue An application, whether physical or electronic, used by Bidders/Applicants to make a Bid authorising an SCSB to block the Bid Amount in the specified bank account maintained with such SCSB Account maintained with an SCSB which may be blocked by such SCSB to the extent of the Bid Amount of the ASBA Bidder/Applicant A Bid made by an ASBA Bidder Prospective Bidders/Applicants in the Issue w....
X X X X Extracts X X X X
X X X X Extracts X X X X
....riod between the Bid/Issue Opening Date and the Bid/Issue Closing Date inclusive of both days and during which prospective Bidders/Applicants (other than Anchor Investors) can submit their Bids, inclusive of any revisions thereof. The Issuer may consider closing the Bid/ Issue Period for QIBS one working day prior to the Bid/Issue Closing Date in accordance with the SEBI ICDR Regulations, 2009. Applicants/bidders may refer to the RHP/Prospectus for the Bid/ Issue Period The highest value of the optional Bids indicated in the Bid cum Application Form and payable by the Bidder/Applicant upon submission of the Bid (except for Anchor Investors), less discounts (if applicable). In case of issues undertaken through the fixed price process, all references to the Bid Amount should be construed to mean the Application Amount The form in terms of which the Bidder/Applicant should make an offer to subscribe for or purchase the Equity Shares and which may be considered as the application for Allotment for the purposes of the Prospectus, whether applying through the ASBA or otherwise. In case of issues undertaken through the fixed price process, all ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....which may collect the Bid cum Application Forms used by the ASBA Bidders/Applicants applying through the ASBA and a list of which is available on http://www.sebi.gov.in/cms/sebi_data/attachdocs/1316087201341.html 46 GB Designated Date Designated Exchange Discount Draft Prospectus Employees Equity Shares Escrow Account Escrow Agreement Escrow Bank(s) Stock Collection FCNR Account First Bidder/Applicant FII(s) Fixed Price Issue/Fixed Price Process/Fixed Price Method Floor Price FPO Foreign Venture Capital Investors or FVCIS IPO Issue Issuer/ Company Issue Price Maximum RII Allottees MICR Mutual Fund Mutual Funds Portion à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India The date on which funds are transferred by the Escrow Collection Bank(s) from the Escrow Account or the amounts blocked by the SCSBs are transferred from the ASBA Accounts, as the case may be, to the Public Issue Account or the Refund Acc....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... SEBI (Foreign Venture Capital Investors) Regulations, 2000 Initial public offering Public Issue of Equity Shares of the Issuer including the Offer for Sale if applicable The Issuer proposing the initial public offering/further public offering as applicable The final price, less discount (if applicable) at which the Equity Shares may be Allotted in terms of the Prospectus. The Issue Price may be decided by the Issuer in consultation with the Book Running Lead Manager(s) The maximum number of RIIS who can be allotted the minimum Bid Lot. This is computed by dividing the total number of Equity Shares available for Allotment to RIIS by the minimum Bid Lot. Magnetic Ink Character Recognition - nine-digit code as appearing on a cheque leaf A mutual fund registered with SEBI under the SEBI (Mutual Funds) Regulations, 1996 5% of the QIB Category (excluding the Anchor Investor Portion) available for allocation to Mutual Funds only, being such number of equity shares as disclosed in the RHP/Prospectus and Bid cum Application Form 47 NECS NEFT NRE Account NRI GB NRO Account Net Issue Non-Institutional Investors or NII....
X X X X Extracts X X X X
X X X X Extracts X X X X
....ted under the Income Tax Act, 1961 Price Band with a minimum price, being the Floor Price and the maximum price, being the Cap Price and includes revisions thereof. The Price Band and the minimum Bid lot size for the Issue may be decided by the Issuer in consultation with the Book Running Lead Manager(s) and advertised, at least two working days in case of an IPO and one working day in case of FPO, prior to the Bid/ Issue Opening Date, in English national daily, Hindi national daily and regional language at the place where the registered office of the Issuer is situated, newspaper each with wide circulation The date on which the Issuer in consultation with the Book Running Lead Manager(s), finalise the Issue Price The prospectus to be filed with the RoC in accordance with Section 60 of the Companies Act after the Pricing Date, containing the Issue Price, the size of the Issue and certain other information An account opened with the Banker to the Issue to receive monies from the Escrow Account and from the ASBA Accounts on the Designated Date Non-Resident investors, other than SEBI registered FIIs or sub-accounts or SEBI registered FVC....
X X X X Extracts X X X X
X X X X Extracts X X X X
....e RHP/Prospectus and Bid cum Application Form of the Issuer Refunds through NECS, Direct Credit, NEFT, RTGS or ASBA, as applicable Stock Brokers registered with the Stock Exchanges having nationwide terminals, other than the members of the Syndicate The Registrar to the Issue as disclosed in the RHP/Prospectus and Bid cum Application Form Category Categories of persons eligible for making application/bidding under reservation portion Reservation Portion Retail Investors / RIIS Retail Shareholders Retail Category Revision Form RoC SEBI Individual Individual SEBI ICDR Regulations, 2009 Self Certified Syndicate Bank(s) or SCSB(s) Specified Locations Stock Exchanges/SE Syndicate Syndicate Agreement Syndicate Member(s)/SM Underwriters Underwriting Agreement The portion of the Issue reserved for category of eligible Bidders/Applicants as provided under the SEBI ICDR Regulations, 2009 Investors who applies or bids for a value of not more than Rs. 200,000. Shareholders of a listed Issuer who applies or bids for a value of not more than Rs. 200,000. The portion of the Issue being such....
TaxTMI