TaxTMI 
TaxTMI 
Amendments to SEBI (Disclosure and Investor Protection) Guidelines, 2000
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....nd to enable listed companies to raise funds from its shareholders in a more time effective manner, it has been decided to reduce the current timelines, starting from the notice period required for calling a board meeting of the issuer to consider the rights issue up to the period stipulated for completion of allotment and commencement of listing and trading of the shares so issued. (ii) Definition of "Qualified Institutional Buyers (QIBs)" (a) Presently, foreign institutional investors (FIIs) registered with SEBI are included in the definition of QIBs. These FIIs invest in securities in the primary market, either on their account or on behalf of their sub-account(s), in terms of the SEBI (Foreign Institutional Investors) Regulations, 1995. It has been decided to exclude sub-accounts falling in the categories of "foreign corporate" and "foreign individual" from the definition of QIBs. (b) Further, it has been decided to include the definition of "QIB" in the definition clause of the SEBI (DIP) Guidelines, for the purpose of clarity. (iii) Eligibility for making Qualified Institutions Placement (QIP) (a) Presently, the eligibility criteria for listed companies desirous of ma....
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....uidelines provide that only those shares, which are held by shareholders for a period of at least one year at the time of filing of draft offer document with SEBI, are eligible (i) to be offered for sale and (ii) to be included for the purpose of promoters' contribution (except in cases where the shares have been issued at the same issue price during the preceding one year). (b) It has been decided to permit offer for sale and inclusion in the promoters' contribution of those shares which have been acquired pursuant to a restructuring exercise approved by High Court(s), in lieu of business and invested capital which had been in existence for a period of more than one year prior to the restructuring exercise. (viii) Filing of offer documents at SEBI Regional Offices At present, draft offer documents of issue size up to ₹ 20 crores can be filed by lead merchant bankers with such Regional Office of SEBI under the jurisdiction of which the registered office of the issuer company falls. It has been decided to increase this limit to ₹ 50 crores. (ix) Miscellaneous amendments The SEBI (Issue and Listing of Debt Securities) Regulations, 2008 were notified on June 6, 200....
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.... body corporate, whether constituting a charge on the assets of the body corporate or not;" (b) sub-clause (xi) shall be omitted; (c) sub-clause (xxiva), sub-clause (xxiv aa) and sub-clause (xxiv b) shall be renumbered as sub-clause "(xxiv b)" , sub-clause "(xxiv c)" and sub-clause "(xxiv d)" respectively; (d) after sub-clause (xxiv), the following sub-clause shall be inserted, namely:- "xxiv a) "Qualified Institutional Buyer" means a) a public financial institution as defined in section 4A of the Companies Act, 1956; b) a scheduled commercial bank; c) a mutual fund registered with the Board; d) a foreign institutional investor and sub-account registered with SEBI, other than a sub-account which is a foreign corporate or foreign individual; e) a multilateral and bilateral development financial institution; f) a venture capital fund registered with SEBI; g) a foreign venture capital investor registered with SEBI; h) a state industrial development corporation; i) an insurance company registered with the Insurance Regulatory and Development Authority (IRDA); j) a provident fund with minimum corpus of ₹ 25 crores; k) a pension fund with minimum corpus of ₹ 2....
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....d. 10. In clause 6.41.10.2 - (a) in sub-clause (i), for the words "forty two days", the words "fifteen days" shall be substituted; and (b) in sub-clause (ii), for the words "forty two days", the words "fifteen days" shall be substituted. CHAPTER VIII OTHER ISSUE REQUIREMENTS 11. For clause 8.2, the following shall be substituted, namely:- "8.2 Public issue and listing of Convertible Debt Instruments" 12. Clause 8.2.1 and clause 8.2.2 shall be omitted. 13. In clause 8.2.3, for the words "DSCE", the words "Convertible Debt Instruments" shall be substituted. 14. In clause 8.2.3:- (a) sub-clauses (b), (c) and (d) shall be renumbered as sub-clauses "(f)", "(g)" and "(h)" respectively; (b) for sub-clause (a), the following shall be substituted, namely:- "a) a credit rating is obtained from at least one credit rating agency registered with the Board." (c) after sub-clause (a) and before the renumbered sub-clauses (f), (g) and (h), the following sub-clauses and proviso shall be inserted, namely:- "b) A contribution of at least 20% of the project cost, i.e., objects proposed to be, inter alia, financed through the issue, shall be brought in the form of equity. Such equity par....
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....e 10.0, the mark and words "/ Non Convertible", appearing after the words "company offering Convertible" and before the words "debt instruments", shall be omitted. 17. In clause 10.1.1, for the words and parentheses "debt instruments (whether convertible or not)", the words "convertible debt instruments" shall be substituted. 18. In clause 10.1.4, for the words and parentheses "debt instrument (including convertible instruments)", the words "convertible debt instrument" shall be substituted. 19. In clause 10.7.1.1, the mark and words "/ Non Convertible Debentures (NCDs),", appearing after the words and brackets "Partly Convertible Debentures (PCDs)" and before the words "by company not being in default", shall be omitted. 20. In clause 10.7.1.1A:- (a) in the heading, the mark and words "/ Non Convertible Debentures (NCDs),", appearing after the words and parentheses "Partly Convertible Debentures (PCDs)" and before the words "by company being in default", shall be omitted; and (b) in the body, the words "and the NCDs", appearing after the words "portions of PCDs" and before the words "issued by a listed company" shall be omitted. 21. In sub-clause (b) of clause 10.9, the wor....
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....e of options attached to warrants issued on preferential basis" (c) in sub-clause (d):- (i) the mark and words "/exercise of warrants," appearing after the words "conversion of the convertible instrument" and before the words "shall be reduced", shall be omitted; and (ii) the word "warrants", appearing after the words "to the extent the convertible instrument" and before the words "have already been locked-in", shall be omitted. CHAPTER XIII-A GUIDELINES FOR QUALIFIED INSTITUTIONS PLACEMENT 28. In clause 13A.1.1:- (a) after sub-clause (a), the following shall be inserted, namely:- "Provided that in case of a listed company, being the transferee company in a scheme of merger/ demerger/ amalgamation/ arrangement sanctioned by Court(s) under sections 391 to 394 of the Companies Act, 1956, the period for which the equity shares of the transferor company were listed on a stock exchange having nation wide trading terminals shall also be considered for the purpose of computation of the period of one year." (b) Explanation (i) shall be omitted; and (c) In Explanation (ii), after the words "nation wide trading terminals" and before the words ", shall be deemed", the following sha....