TaxTMI 
TaxTMI 
Amendments to SEBI (Disclosure and Investor Protection) Guidelines, 2000
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....ion which necessitates clarification from/ discussion with the Lead Manager/s. SEBI issues observations on the draft offer documents so filed, only after receipt of satisfactory replies from the Lead Manager/s to queries raised, receipt of comments from regulators or other agencies where reference has been so made and receipt of copies of in-principle approvals from all the stock exchanges on which the issuer intends to list the securities proposed to be offered through the prospectus. It has therefore been decided to amend the Guidelines to reflect the aforementioned existing practice in the Guidelines. 2.2 Grading of Initial Public offerings (IPOs) It has been decided to make grading of all IPOs mandatory. The grading shall be done by credit rating agencies, registered with SEBI under the SEBI (Credit Rating Agencies) Regulations, 1999. It shall be mandatory to obtain grading from at least one credit rating agency. The issuer shall be required to disclose all the grades obtained by it for its IPO in the prospectus, abridged prospectus, issue advertisements and all other places where the issuer is advertising for the IPO. Expenses incurred for grading of....
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....(a) and (3.1) (b) above shall come into force with immediate effect. (i.e. 13.1.1.1, 13.1.1.2, Explanation to clauses 13.1.1.1 and 13.1.1.2, 13.1A, Proviso inserted after 13.3.1(e), 13.7.2, 13A.1.1(a), Schedule XXII) 4. This circular is available on SEBI website at www.sebi.gov.in under the category "Legal Framework". The entire text of the SEBI (DIP) Guidelines, 2000, including the amendments issued vide this circular, is available on the SEBI website under the categories "Legal Framework" and "Issues and Listing". 5. All registered merchant bankers are directed to ensure compliance with the applicable amendments made vide this circular. 6. All stock exchanges are advised to bring to the notice of all the listed companies, amendments mainly pertaining to preferential allotment and QIP, made vide this circular. Yours faithfully, Neelam Bhardwaj Encl.: Annexure I ANNEXURE I AMENDMENTS TO SEBI (DIP) GUIDELINES, 2000 CHAPTER II ELIGIBILITY NORMS FOR COMPANIES ISSUING SECURITIES 1. In Clause 2.0, the words ", unless specified otherwise in the Chapter" shall be inserted....
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....ange (DSE). Provided that if the Board specifies changes or issues observations on the draft Letter of Offer (without being under any obligation to do so), the issuer company or the Lead Manager to the Issue shall carry out such changes in the draft Letter of Offer or comply with the observations issued by the Board before filing the Letter of Offer with DSE. Provided further that the period within which the Board may specify changes or issue observations, if any, on the draft Letter of Offer shall be 30 days from the date of receipt of the draft Letter of Offer by the Board. Provided further that where the Board has sought any clarification or additional information from the Lead Manager/s to the Issue, the period within which the Board may specify changes or issue observations, if any, on the draft Letter of Offer shall be 15 days from the date of receipt of satisfactory reply from the Lead Manager/s to the Issue. Provided further that where the Board has made any reference to or sought any clarification or additional information from any regulator or such other agencies, the Board may specify changes or issue observations, if any, on the draft Letter of Offer a....
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....her that nothing contained in clause 4.6.2 shall apply to shares acquired by promoters interse, if such shares had been acquired by the transferor promoter during the preceding one year at a price equal or higher than the price at which equity is being offered to public or had been acquired by the transferor promoter prior to the preceding one year." 9. After clause 4.6.4, the following clause shall be inserted, namely:- "4.6.4A Pledged securities held by promoters shall not be eligible for computation of promoters' contribution." PART III - OTHER REQUIREMENTS IN RESPECT OF LOCK-IN 10. After clause 4.15.1, the following proviso shall be inserted to clause 4.15.1, namely:- "Provided that if securities are locked in as minimum promoters' contribution under clause 4.11.1, the same may be pledged, only if, in addition to fulfilling the requirements of this clause, the loan has been granted by such banks or financial institutions for the purpose of financing one or more of the objects of the issue." CHAPTER V PRE- ISSUE OBLIGATIONS 11. In clauses 5.6.1 and 5.8.1, for the figures and words "21 days", the figures and words "30 da....
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....bsp; After clause 13.1.1.1 and before the Explanation given under clause 13.1.1.1, the following clause shall be inserted, namely:- "13.1.1.2 Where the equity shares of a company have been listed on a stock exchange for a period of less than six months as on the relevant date, the issue of shares on preferential basis can be made at a price not less than the higher of the following: i) The price at which shares were issued by the company in its IPO or the value per share arrived at in a scheme of arrangement under sections 391 to 394 of the Companies Act, 1956, pursuant to which the shares of the company were listed, as the case may be; OR ii) The average of the weekly high and low of the closing prices of the related shares quoted on the stock exchange during the period shares have been listed preceding the relevant date; OR iii) The average of the weekly high and low of the closing prices of the related shares quoted on a stock exchange during the two weeks preceding the relevant date. Provided that on completing a period of six months of being listed on a stock exchange, the company shall recompute the price of....