TaxTMI 
TaxTMI 
Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2022
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....ng Prospectus is filed with the Registrars of Companies on or after the date of publication of this notification in the Official Gazette. 3. In the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, - I. in regulation 25, in sub-regulation (1) the words "with the concerned regional office of the Board under the jurisdiction of which the registered office of the issuer company is located" shall be substituted with the words "with the Board". II. after Chapter II and before Chapter III, the following Chapter IIA shall be inserted, namely, - "Chapter IIA INITIAL PUBLIC OFFER ON MAIN BOARD THROUGH PRE-FILING OF DRAFT OFFER DOCUMENT Definitions 59A. In this Chapter, unless the context otherwise requires,- (a) "pre-filed draft offer document" shall mean draft offer document filed with the Board under this Chapter; (b) "pre-filed offer document" shall mean pre-filed draft offer document or updated draft red herring prospectus-I or updated draft red herring prospectus-II with the Board under this Chapter; (c) "updated draft red herring prospectus-I" shall mean the u....
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....cate as per Form AA of Schedule V; (c) in case of an issue of convertible debt instruments, a due diligence certificate from the debenture trustee as per Form B of Schedule V; (d) an undertaking from the issuer and the lead manager that they shall not conduct marketing or advertisement for the intended issue, in the format as may be specified by the Board from time to time: Provided that all public communications issued or published in any media during the period commencing from the date of the meeting of the board of directors of the issuer in which the public issue is approved till the date of filing of updated draft red herring prospectus-I or withdrawal of pre-filed draft offer document shall be consistent with its past practices. (5) The issuer shall, within two days of pre-filing the draft offer document, make a public announcement in one English national daily newspaper with wide circulation, one Hindi national daily newspaper with wide circulation and one regional language newspaper with wide circulation at the place where the registered office of the issuer is situated, disclosing the fact of ....
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.... the other applicable laws as the case may be. (8) The lead manager(s) shall submit the following documents to the Board after issuance of observations by the Board: (a) a statement certifying that all changes, suggestions and observations made by the Board have been incorporated in the offer document; (b) a due diligence certificate as per Form CA of Schedule V, at the time of filing of the offer document; (9) The updated draft red herring prospectus-I shall be made public for comments, if any, for a period of at least twenty one days from the date of filing, by hosting it on the websites of the Board, the stock exchanges where the specified securities are proposed to be listed and that of the lead manager(s) associated with the issue: Provided that pursuant to the filing of the updated draft red herring prospectus-I, all public communication, publicity material, advertisements and research reports shall comply with the provisions of Schedule IX. (10) The issuer shall, within two days of filing the updated draft red herring prospectus-I, make a public announcement in one English....
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....sp;disclosure of any material development by issuing a public notice pursuant to para 4 of Schedule IX. (14) The copy of the offer document shall also be filed promptly with the Board and the stock exchange(s) through the lead manager(s) after filing the offer documents with the Registrar of Companies. (15) The pre-filed draft offer document and the offer document shall also be furnished to the Board in a soft copy. (16) The issuer and the lead manager(s) shall ensure that the offer documents are hosted on the websites as required under these regulations and that its contents are the same as the versions filed with the Registrar of Companies, the Board and the stock exchanges, as may be applicable. (17) The lead manager(s) and the stock exchanges shall provide the copies of the offer document to the public as and when requested and may charge a reasonable sum for providing the same. Interaction with qualified institutional buyers 59D. (1) Notwithstanding anything to the contrary contained in the provisions of this Chapter, an issuer may interact with the qualified institutional buyers for limit....
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....convertible securities which are required to be converted on or before the date of filing of the red herring prospectus (in case of book-built issues) or the prospectus (in case of fixed price issues), as the case may be; (b) Issue of specified securities; (c) Issue such convertible securities that are mandatorily and compulsorily convertible into equity shares at the time of filing of offer document, provided the details for such securities are given in the updated draft red herring prospectus-I in relation to the maximum number of shares in which such convertible securities shall be converted. (2) If there are any changes in the pre-filed draft offer document after the Board recommends any changes or issues observations on such pre-filed draft offer document in relation to the matters specified in Schedule XVI-A, an updated pre-filed draft offer document or a fresh pre-filed draft offer document, as the case may be, shall be filed with the Board along with fees specified in Schedule III. Explanation: For the purpose of this regulation, changes made in the pre-filed draft offer document in relation to....
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....d of directors and the management of the issuer shall provide their comments on the findings of the monitoring agency as specified in Schedule XI. (4) The issuer shall, within forty five days from the end of each quarter, upload the report of the monitoring agency on its website and also submit the same to the stock exchange(s) on which its equity shares are listed." VI. in regulation 164A, in sub-regulation (6), (a) in clause (a), the words and symbols "public financial institution or by a scheduled commercial bank, which is not a related party to the issuer" shall be substituted with the words "credit rating agency registered with the Board"; (b) in clause (a), in sub-clause (i), the words "until at least ninety five percent" shall be substituted with the words "till hundred percent." VII. after regulation 173, the following regulation (173A) shall be inserted, namely, - "Monitoring agency 173A. (1) If the issue size, excluding the size of offer for sale by selling shareholders, exceeds one hundred crore rupees, the issuer shall make arrangements for the use of proceeds of the ....
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....commercial disputes, patent disputes, disputes with collaborators, etc. and other material while finalising the pre-filed draft offer document of the subject issue; (2) On the basis of such examination and discussions with the issuer, its directors and other officers, other agencies, and independent verification of the statements concerning the objects of the issue, price justification, contents of the documents and other papers furnished by the issuer, we confirm that: (a) the pre-filed draft offer document is in conformity with the documents, materials and papers which are material to the issue; (b) all material legal requirements relating to the issue as specified by the Board, the Central Government and any other competent authority in this behalf have been duly complied with; and (c) the material disclosures made in the pre-filed draft offer document are true and adequate to enable the investors to make a well informed decision as to the investment in the proposed issue and such disclosures are in accordance with the requirements of the Companies Act, 2013, these regulations and other applica....
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....he existing business as well as any new business of the issuer for which the funds are being raised fall within the 'main objects' in the Object Clause of the Memorandum of Association or other Charter of the issuer and that the activities which have been carried in the last ten years are valid in terms of the object clause of the Memorandum of Association. (10) Following disclosures have been made in the pre-filed draft offer document: (a) An undertaking from the issuer that at any given time, there shall be only one denomination for the equity shares of the issuer, excluding SR equity shares, where an issuer has outstanding SR equity shares, and (b) An undertaking from the issuer that it shall comply with all disclosures and accounting norms specified by the Board. (11) We shall comply with the regulations pertaining to advertisements in terms of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018. We enclose a note explaining the process of due diligence that has been exercised by us including in relation to the business o....
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....ransferred by the promoters during the period starting from the date of filing the pre-filed draft offer document with the Board till date. (5) Agreements have been entered into with the depositories for dematerialisation of the securities of the issuer. Place: Lead Manager(s) to the Issue Date: with Official Seal(s)" XII. in Schedule V, after Form-D and before Form-E, the following Form DA shall be inserted, namely, - "FORM DA - FORMAT OF DUE DILIGENCE CERTIFICATE TO BE GIVEN BY THE LEAD MANAGER(S) IN THE EVENT OF DISCLOSURE OF MATERIAL EVENTS AFTER THE FILING OF THE OFFER DOCUMENT [See regulation 59C (13)] To, Securities and Exchange Board of India Dear Sirs, Sub.: Public/Rights Issue of .......................... by ......................... (Name of the issuer) We confirm that all material disclosures in respect of the issuer as on date have been made through the pre-filed offer document filed with the Registrar of Companies on ..... (date) read with subsequent amendments/public notice dated...............(copy of the advertisem....
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.... (h) For 'Basis for Issue Price' section, the following disclosures shall be made: (i) Disclosure of all the KPIs pertaining to the Issuer Company that have been disclosed to its investors at any point of time during the three years preceding to the date of filing of the DRHP / RHP. (ii) Confirmation by the Audit Committee of the Issuer Company that verified and audited details for all the KPIs pertaining to the Issuer Company that have been disclosed to the earlier investors at any point of time during the three years period prior to the date of filing of the DRHP / RHP are disclosed under 'Basis for Issue Price' section of the offer document. (iii) Issuer Company in consultation with the lead merchant banker may make disclosure of any other relevant and material KPIs of the business of the Issuer Company as it deems appropriate that have a bearing for arriving at the basis for issue price. (iv) Cross reference of KPIs disclosed in other sections of the offer document to be provided in the 'Basis for Issue Price' section of the offer document. (v) For the KPIs d....
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.... the Issuer Company are a party to the transaction (excluding gifts), during the 18 months preceding the date of filing of the DRHP / RHP, where either acquisition or sale is equal to or more than 5 per cent of the fully diluted paid-up share capital of the Issuer Company (calculated based on the pre-issue capital before such transaction/s and excluding employee stock options granted but not vested), in a single transaction or multiple transactions combined together over a span of rolling 30 days . Note: 1. In case there are no such transactions to report under (a) and (b), then the information shall be disclosed for price per share of the Issuer Company based on last 5 primary or secondary transactions (secondary transactions where promoter / promoter group entities or shareholder(s) selling shares through offer for sale in IPO or shareholder(s) having the right to nominate director(s) in the Board of the Issuer Company, are a party to the transaction), not older than 3 years prior to the date of filing of the DRHP / RHP, irrespective of the size of transactions. 2. Price per share disclosed, shall be adjuste....
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....p;with the Board, along with fees: (a) If changes are made in the pre-filed draft offer document after receipt of observations or comments from the Board with respect to any of the following, the issuer shall file the fresh pre-filed draft offer document or draft offer document with the Board in terms of the applicable provisions of these regulations, along with the fees as specified in Schedule III: (i) Change in the promoter of the issuer. (ii) Change in more than half of the board of directors of the issuer. (iii) Change in the main objects clause of the issuer. (iv) Any addition to the objects of the issue resulting in an increase in the estimated issue size or estimated means of finance by more than fifty per cent. (v) If there are grounds to believe that there is an exacerbation of risk on account of deletion of an object resulting in a decrease in issue size by more than fifty per cent. (vi) In case of a fresh issue, any increase or decrease in the estimated issue size by more than fifty percent. (vii) In case of an offer for sale, any increase or decrease in the number of shares....
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....rom the Board. (3) Changes which require filing of the updated offer document with the Board, without fees: All other changes or updations in the pre-filed offer document which are not covered under paras (1) and (2) above shall be carried out in the offer document and the updated offer document shall be filed with the Board without any fees." MADHABI PURI BUCH, Chairman [ADVT.-III/4/Exty./422/2022-23] Footnotes: 1. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 was published in the Gazette of India on September 11, 2018, vide notification No. SEBI/LADNRO/ GN/2018/31. 2. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 was subsequently amended on - (a) December 31, 2018 by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2018, vide notification No. SEBI/LADNRO/ GN/2018/57. (b) March 29, 2019 by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2019, vide notification No. SEBI....