TaxTMI 
TaxTMI 
Amendments to the SEBI (Disclosure and Investor Protection) Guidelines, 2000
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....2001 approved inclusion of State Industrial Development Corporations in the definition of "Qualified Institutional Buyers". Accordingly, the following amendments have been made in the Guidelines, which are : Section A : Foreign Venture Capital Investors registered with the Board and State Industrial Development Corporations have been included in the definition of Qualified Institutional Buyers in Explanation 2 (ii) to clause 2.2.2 of Chapter II. Thus the Foreign Venture Capital Investors registered with the Board and State Industrial Development Corporations shall also be eligible to participate in public issues through the book building route as Qualified Institutional Buyers. Section B : This section provides for the exemption to Foreign Venture Capital Investors registered with the Board from lock -in requirements as specified in clause 4.14 of the Guidelines. Therefore, pre- issue share capital of an unlisted company held by Venture Capital Funds and Foreign Venture Capital Investors registered with the Board shall not be subject to lock in as per the Guidelines. However, the provisions of the SEBI (Venture Capital Funds) Regulations, 1996 and the SEBI (Foreign Venture....
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....or SECTION A : CHAPTER II - ELIGIBILITY NORMS FOR COMPANIES ISSUING SECURITIES 1. In clause (ii) of Explanation 2 to clause 2.2-2, after item (f), new items (g) and (h) shall be added as under : "(g) Foreign Venture Capital Investors registered with SEBI. (h) State Industrial Development Corporations." SECTION B : CHAPTER IV 1. In Clause 4.14-2, the existing sub-clause (i) shall be substituted by the following : "(i) held by Venture Capital Funds and Foreign Venture Capital Investors registered with the Board. However, the same shall be locked-in as per the provisions of the SEBI (Venture Capital Funds) Regulations, 1996 and SEBI (Foreign Venture Capital Investors) Regulations, 2000 and any amendments thereto" SECTION C : CHAPTER VII 1. The existing clause 7.2.1-1 shall be substituted by the following :- "7.2.1-1 - The due date for submitting Post-Issue Monitoring report in case of public issues by listed and unlisted companies a. 3 day monitoring report in case of issue through book building route, for book built portion. &nb....
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....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. At least 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 covered under the scheme. v. There are no outstanding warrants/instruments/agreements which gives right to any person to take the shares in the unlisted transferee-company at any future date. If there are such instruments in the scheme sanctioned by the Court, the percentage referred to in point (iii) above, shall be computed after giving effect to the consequent increase o....
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....ith wide circulation at the place where the registered office of the company is situated, giving details as specified in schedule XXVIII." SECTION E : CHAPTER IX 1. After clause 9.2, a new clause 9.3 shall be added as under : "9.3 Research reports - 9.3-1 - The lead merchant banker shall ensure that the following are complied with in respect of research reports- i. the research report is prepared only on the basis of published information as contained in the offer document. ii. no selective or additional information or information extraneous to the offer document shall be made available by the issuer or any member of the issue management team/syndicate to only one section of the investors in any manner whatsoever including at road shows, presentations, in research or sales reports or at bidding centres etc. iii. no report or information, other than the contents of the draft offer document shall be circulated by the issuer or any member of the issue management team/syndicate or their associates, after the date of receipt of observations from SEBI. iv. &nbs....