TaxTMI 
TaxTMI 
OTHER ISSUE REQUIREMENTS
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....e is brought by way of equity by the promoter from his own funds. If the project is to be implemented in stages, the promoters' contribution as per these requirements shall be with respect to total equity participation till the respective stage vis-àvis the debt raised or proposed to be raised through the issue.) ^8(c) The issuer company shall agree to comply with the requirements of continuing disclosures as specified under the listing agreement to be entered into with concerned stock exchanges as is applicable for listing of equity shares.) ^9(d) The issuer company shall agree to obtain prior consent of the holders of the Convertible Debt Instruments, through special resolution to be passed at the general meeting of the Convertible Debt Instrument holders, for change in terms of issue, change in capital structure and change in shareholding pattern.) ^10(e) There shall be no partly paid up shares/ other securities at the time of filing of draft offer document with the Board and also at time of filing Red Herring Prospectus and Prospectus with ROC. Provided that in case of a public issue of securities by a listed company satisfying all the requirements specified ....
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....nlisted company, the net offer to public shall be at least 10% or 25% as the case may be, of the postissue capital.) 8.3.2 ^24(In case of a public issue by a listed company, the net offer to public shall be at least 10% or 25%, as the case may be, of the issue size.) 8.3.3 ^25(Clauses 8.3.1 and 8.3.2 shall not apply to - a) an infrastructure company, satisfying the requirements specified in subclause (iii) of clause 2.4.1, inviting subscription from public; and b) a government company, statutory authority or corporation or any special purpose vehicle set up by any of them, which is engaged in infrastructure sector. Explanation: For the purpose of sub-clause (b) above, the term "Infrastructure sector" shall have the same meaning as assigned to it in Explanation to proviso to sub-clause (i) of clause 3.7.1.) ^26(8.3.4) The issuer company is free to make reservations and/or firm allotments to various categories of persons mentioned hereafter for the remaining of the issue size subject to other relevant provisions of these guidelines. Explanation: 1. The expression "reservation" shall mean reservation on Competitive Basis wherein allotment of shares is made i....
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....ted): ^32(8.3.5.1 (Application by an unlisted company for listing of equity shares pursuant to scheme sanctioned by a High Court) ^33(8.3.5.1.1) An unlisted company may make an application to the Board for relaxation from applicability of clause (b) to sub-rule (2) of Rule 19 of the Securities Contracts (Regulation) Rules, 1957 for listing of its shares without making an initial public offer if it satisfies the following conditions: i. Shares have been allotted by the unlisted company (transferee company) to the holders of securities of a listed company (transferor company) pursuant to a scheme of reconstruction or amalgamation under the provision of the Companies Act, 1956 and such scheme has been sanctioned by the High Court/s of the Judicature. ii. The listing of the shares of the unlisted transferee company is in terms of scheme of arrangement sanctioned by the High Court/s of the Judicature. iii. Atleast 25% of the paid up share capital, post scheme, of the unlisted transferee company seeking listing comprises shares allotted to the public holders of shares in the listed transferor company. iv. The unlisted company has not issued/reissued any shares, not cove....
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....e date of final order of the High Court/s. ^36(8.3.5.1.3) Before commencement of trading, the company shall give an advertisement in one English and one Hindi newspaper with nationwide circulation and one regional newspaper with wide circulation at the place where the registered office of the company is situated, giving details as specified in Schedule XXVIII.) ^37(8.3.5.2 Application by a listed company for listing of equity shares with differential rights as to dividend, voting or otherwise. ^38(8.3.5.2.1 A listed company may make an application to the Board for relaxation from applicability of clause (b) to sub-rule (2) of Rule 19 of the Securities Contracts (Regulation) Rules, 1957 for listing of its equity shares with differential rights as to dividend, voting or otherwise, without making an initial public offer of such equity shares, if it satisfies the following conditions: i. issue of such equity shares are made to all the existing shareholders as on record date by way of rights or bonus; ii. the issuer is in compliance with the conditions of minimum public shareholding requirement with reference to the equity shares already listed and the equity shares with ....
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....ubscription to the public issue from such person(s) [excepting application from employee's category] shall be entertained. ii) where reservation has been made to specified category(ies), person(s) belonging to category(ies) [except employees and shareholders categories] shall not make an application in the ` net public offer' category. b) i) An applicant in the net public category cannot make an application for that number of securities exceeding the number of securities offered to the public. ii) In the case of reserved categories, a single applicant in the reserved category can make an application for a number of security which exceeds the reservation. c) i) Any unsubscribed portion in any reserved category may be added to any other reserved category. ii) The unsubscribed portion, if any, after such inter se adjustments amongst the reserved categories shall be added back to the net offer to the public. d) In case of undersubscription in the net offer to the public portion, spillover to the extent of undersubscription shall be permitted from the reserved category to the net public offer portion. e) If any person to whom firm allotment is proposed to be....
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....f the issue price. v) In case of an offer for sale, the entire amount payable on each instrument shall be brought in at the time of application.) 8.6.2 Securities Issued to be Made Fully Paid Up a) If the subscription money is proposed to be received in calls, the calls shall be structured in such a manner that the entire subscription money is called within 12 months from the date of allotment. b) If the investor fails to pay call money within 12 months the subscription money already paid may be forfeited. c) If the issue size is above Rs. 500 crores and is subject to monitoring requirement as per Clause 8.17.1 of this Chapter, it shall not be necessary to call the entire subscription money within 12 months. 8.7 Restriction on further Capital Issues 8.7.1 No company shall make any further issue of capital in any manner whether by way of issue of bonus shares, preferential allotment, rights issue or public issue or otherwise, during the period commencing from the submission of offer document to the Board on behalf of the company for public or rights issues, till the securities referred to in the said offer document have been listed or application moneys refunded....
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....submitted to the Board, a price band as per the provisions of clause 3.5.1 of Chapter III of these Guidelines is mentioned, suitable explanatory notes indicating the financial implications, if the price were to be fixed at different ranges within the price band approved by the company Board / General Body, shall be disclosed in the offer document. ^52(Provided that nothing contained in this clause shall apply to a fast track issue.) 8.10 Retention of Oversubscription 8.10.1 The quantum of issue whether through a rights or a public issue, shall not exceed the amount specified in the prospectus/ letter of offer. Provided that an oversubscription to the extent of 10% of the net offer to public is permissible for the purpose of rounding off to the nearer multiple of 100 while finalising the allotment. 8.11 Underwriting 8.11.1 The issuers have the option to have a public issue underwritten by the underwriter. 8.11.2 In respect of every underwritten issue, the lead merchant banker(s) shall accept a minimum underwriting obligation of 5% of the total underwriting commitment or Rs. 25 lacs whichever is less. 8.12 Updation of Offer Document 8.12.1 The Lead Merchant....
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....ormat specified in Schedule XIX, shall be filed by the monitoring agency with the issuer company, on a half yearly basis, till the proceeds of the issue have been entirely utilized. (ii) The monitoring report together with the management's comments thereon shall be placed by the issuer company before its audit committee without delay.) 8.18 Safety Net or Buy Back Arrangement 8.18.1 Any safety net scheme or buy-back arrangements of the shares proposed in any public issue shall be finalised by issuer company with the lead merchant banker in advance and disclosed in the prospectus. 8.18.2 Such buy back or safety net arrangements shall be made available only to all original resident individual allottees. 8.18.3 Such buy back or safety net facility shall be limited upto a maximum of 1000 shares per allottee and the offer shall be valid at least for a period of 6 months from the last date of despatch of securities. 8.18.4 The financial capacity of the person making available buy back or safety net facility shall be disclosed in the draft prospectus ^55(and/or red herring prospectus and prospectus filed with ROC.) 8.19 Utilisation of funds in case of Rights Issues ....
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.... the shares. ********* 1 Omitted the following clause vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003: "Public Offer by Unlisted Companies with Post Issue Capital upto Rs. 5 crores 8.1.1 An unlisted company, with a commercial operation of less than two years proposing to issue securities to the public, resulting in post issue capital of Rs. 3 crores and not exceeding Rs. 5 crores, shall be eligible to apply for listing of securities only on those stock exchange(s) where trading of securities is screen-based. 8.1.2 The issuer company shall appoint market maker(s) on all the stock exchanges where the securities are proposed to be listed. 8.1.3 The appointment of market makers shall be subject to the following :- i. At least one market maker undertakes to make market for a minimum period of 18 months and at least one additional market maker undertakes to make market for a minimum period of 12 months from the date on which the securities are admitted to dealing. ii. Market makers undertake to offer buy and sell quotes for a minimum depth of 3 marketable lots; iii. Market makers undertake to ensure that the bid-ask spread (difference betw....
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....make an application for listing its NCDS in the Stock Exchange/s without making a prior public issue of equity and listing thereof, if the following conditions are fulfilled: a) ^3(a credit rating is obtained from at least one credit rating agency registered with the Board for the NCDS.) b) ^3(A contribution of atleast 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 participation may be brought by the promoter from his own funds or from other sources, subject to the condition that at least 20% of the issue size is brought by way of equity by the promoter from his own funds. In case, the project is to be implemented in stages, the promoters contribution as per these requirements shall be with respect to total equity participation till the respective stage vis a vis the debt raised or proposed to be raised through the issue) c) The issuer company shall agree to comply with the requirements of continuing disclosures as specified under the listing agreement to be entered into with concerned stock exchanges as is applicable for listing of equity shares. d) The issuer company s....
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....S." (iii) In sub-clause (e), the words "and also at time of filing red herring prospectus and prospectus with ROC" were inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007. (iv) Proviso to sub-clause (e) was inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007. 4 Omitted vide SEBI Circular No. SEBI/CFD/DIL/DIP/32/2008/28/08 dated August 28, 2008 the following: "8.2.2 A Municipal Corporation which has no share capital may be subject to the provisions of sub-clauses (a), (b) and (c) of Clause 8.2.1, make a public issue of NCDS and list the same on the stock exchange/s." 5 Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/32/2008/28/08 dated August 28, 2008 for the words "DSCE". 6 Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/32/2008/28/08 dated August 28, 2008 for the following: "The provisions of clauses (a) to (e) of clause 8.2.1 shall be mutatis mutandis complied with." 7 Inserted sub-clause, vide SEBI Circular No. SEBI/CFD/DIL/DIP/32/2008/28/08 dated August 28, 2008. 8 Inserted sub-clause, vide SEBI Circular No. SEBI/CFD/DIL/DIP/32/2008/28/08 dated August 28, 2008. 9 Inserte....
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....tituted vide SEBI Circular No. RMB (Compendium) Series Circular No. 1 dated July 17, 2001 for the following: "In case of a public issue by an unlisted company, the net offer to public shall be at least 25% of the postissue capital." 24 Substituted vide SEBI Circular No. RMB (Compendium) Series Circular No. 1 dated July 17, 2001 for the following: "In case of a public issue by a listed company, the net offer to public shall be at least 25% of the issue size" . 25 Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/ 27/2007/10/7 dated July 10, 2007 for the following: "An infrastructure company, satisfying the requirements in Clause 2.4.1 (iii) of Chapter II, inviting subscription from public shall not attract the provisions of Clauses 8.3.1and 8.3.2 above." In the above clause, the words "shall not attract the provisions of Clauses 8.3.1and 8.3.2 above" were substituted vide SEBI Circular No. RMB (Compendium) Series Circular No. 1 dated July 17, 2001 for the following: "may not be required to offer at least 25% of its securities to public for subscription as required under rule 19(2)(b) of SC(R) Rules, 1957" . 26 Omitted the following Clause no. 8.3.4 and renu....
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.... vii. Providers of Satellite services) " In the above clause, the words "in any of the eligible sector" appearing between "into equity by unlisted companies" and "at least 10% of the securities" were substituted for the words "information technology sector" vide SEBI Circular No. DIP (Compendium) Circular No. 3 dated August 4, 2000. In the above clause, Explanations 1 and 2 were initially inserted vide SEBI Circular No. DIP (Compendium) Circular No. 3 dated August 4, 2000. 27 Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/13/2004/28/5 dated May 28, 2004 for the following: "Permanent employees (including working directors) of the company and in the case of a new company the permanent employees of the promoting companies." 28 Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/13/2004/28/5 dated May 28, 2004. 29 Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007 for the words "the shareholders who, on the record date ( date fixed for the purpose of determining the eligible shareholders) , are holding shares worth up to Rs. 50,000/- determined on the basis of closing price as on the previous day". 30 Inserted clauses 8.3.5,....
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....I/CFD/DIL/DIP/34/2009/24/09 dated February 24, 2009. 43 Inserted sub-clause, vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007. 44 Renumbered clause "8.6.1.1" as clause "8.6.1", vide SEBI Circular No. SEBI/CFD/DIL/DIP/14/2005/25/1 dated January 25, 2005. 45 Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/13/2004/28/5 dated May 28, 2004 for the following: "In case of public issue at par, the minimum number of shares for which an application is to be made, shall be fixed at 200 shares of face value of Rs. 10/- each." 46 Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/13/2004/28/5 dated May 28, 2004 for the following: "Where the public issue is at a premium or comprises security, whether convertible or non-convertible, or the public issue is of more than one security, the minimum application moneys payable in respect of each security by each applicant, shall not be less than Rs. 2000/- irrespective of the size of premium subject to applications being for a multiple of tradeable lots;" 47 Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/13/2004/28/5 dated May 28, 2004 for the following: "The successful applicants shall be i....