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BOOK BUILDING PROCESS

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....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 sp....

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....rice 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 b....

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....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....

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....ace 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 ^13[, 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. ^14[(i) The retail individual investors may either withdraw or revise their bids until ^15[closure of the issue].] ^16[(ia) The issuer may decide to close the bidding by qualified institutional buyers one day prior to ....

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....investors shall be made proportionately as illustrated in this Schedule. ^19[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 categories ^20[* * *]. (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....

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....ld 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. ^22[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 60 crore equity shares   Of which   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)] 40 crore equity shares   Of which   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 ....

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....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). ] ^23[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. ^24[(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.] ^25[(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. ^26[(e) Allotment shall be on price priority basis for qualified ....

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....0B 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 stam....

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.... 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." 12 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. 13 Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Fifth Amendment) Regulations, 2015, w.e.f. 01.01.2016. 14 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;" 15 Substituted for "finalization of allotment" by the SEBI (Issue of Capital and Disclosure Requirements) (Fifth Amendment) Regulations, 2015, w.e.f. 01.01.2016. 16 Inserted by SEBI (Issue of Capital and Disclosure Requi....