TaxTMI 
TaxTMI 
Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2022
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....s 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 updated pre-filed draft offer document filed with the Board after complying with the observation....
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....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 filing of pre-filing of the draft offer document without providing any other details in relation to the intended issue: Provided that the issuer shall state in the public announcement that the pre-filing of offer document shall not necessarily mean that the issuer shall undertake the initial public offering. (6) The Board may recommend chang....
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....ments, 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 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 filing of the updated draft red herring prospectus-I and inviting the public to provide their comments to the Board, the issuer or the lead manager(s) in respect of the disclosures made in the updated draft red herring prospectus-I. (11) The lead manager(s) shall, after expiry of the period stipulated in sub-regulation (9), fil....
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....nager(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 limited marketing of the intended issue from the time of pre-filing the draft offer document till the Board issues any observations on such pre-filed draft offer document. (2) The interaction specified under sub-regulation (1) shall be restricted to the information contained in the pre-filed draft offer document. (3) In case the issuer interacts with the qualified institutional buyers in terms of sub-regulation (1) and sub-regulation (2) above, the issuer and lead manager(s) shall prepare a list of the qualified institutional buyers who have participated in such interaction(s). (4) The issuer and the lead manager(s) shall submit to the Board confirmation of closure of interaction(s) with the qualified institutional buyers. General Conditions 59E. (1) Notwithstanding anything contained in any o....
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....ard 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 the matters specified in clause (1) of Schedule XVIA before the Board recommends any changes or issues observations on the pre-filed draft offer document shall not require fresh filing of such pre-filed draft offer document. (3) If there are any changes in the updated draft red herring prospectus-I in relation to the matters specified in Schedule XVI, an updated pre-filed offer document or a fresh draft offer document under Chapter II or fresh pre-filed draft offer document, as the case may be, shall be filed with the Board along with fees specified in Schedule III. (4) Subject to the compliance with the provisions of the Companies Act, 2013, a public issue may be opened within eighteen months from the date of issuance of the observations by the Board under regulation 59C of these regulations: Provided that the issuer shall file updated draft red herring prospectus-I with the Board and the stock exchanges in terms of regulation 59C of these regulations within sixteen months from the date of issuance of the observat....
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....ided that nothing contained in this clause shall apply to an issue of specified securities made by a bank or public financial institution or an insurance company. (2) The monitoring agency shall submit its report to the issuer in the format specified in Schedule XI on a quarterly basis, till hundred percent of the proceeds of the issue have been utilised. (3) The board 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." VIII. in Schedule III, in the title, after numbers and symbols "25 (6)", the numbers and symbols "59C (1), 59E (2), 59E (3)" shall be inserted. IX. in Schedule IV, (i) in the title, after numbers and symbols "25 (1)", the numbers and symbols "59C (1)" shall be inserted. (ii) the words and symbol "with the relevant office of the Board under the jurisdiction of which the registered office of the issuer company is located, based on the estimated....
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....tments. (5) Written consent from the promoters has been obtained for inclusion of their specified securities as part of the promoters' contribution subject to lock-in and the specified securities proposed to form part of the promoters' contribution that are subject to lock-in shall not be disposed or sold or transferred by the promoters during the period starting from the date of pre-filing the draft offer document with the Board till the date of commencement of lock-in period as stated in the draft offer document. (6) All applicable provisions of these regulations, which relate to specified securities ineligible for computation of promoters' contribution, have been and/or shall be duly complied with and appropriate disclosures as to compliance with the said regulation(s) have been made in the pre-filed draft offer document. (7) All applicable provisions of these regulations which relate to receipt of promoters'' contribution prior to opening of the issue, shall be complied with. Arrangements have been made to ensure that the promoters' contribution shall be received at least one day before the opening of the issue and that the auditors' certificate to this effect shall be du....
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....been complied with and our comments, if any. We also enclose plan of action for compliance with Regulation 8 and Regulation 15. Place: Lead Manager(s) to the Issue Date: with Official Seal(s)" (iii) in Form C- (a) Before the title, after word, numbers and symbols "regulation 25 (9) (b)", the numbers and symbols "59C (13)" shall be inserted. (b) In clause 4, the words "with the Board till date" shall be substituted with the words "or pre-filing offer document with the Board till date". XI. in Schedule V, after Form-C and before Form-D, the following Form-CA shall be inserted, namely[ "FORM CA - FORMAT OF DUE DILIGENCE CERTIFICATE TO BE GIVEN BY THE LEAD MANAGER(S) AT THE TIME OF FILING THE UPDATED DRAFT RED HERRING PROSPECTUS-I [See regulation 59C (8) and 59C (13)] To, Securities and Exchange Board of India Dear Sirs, Sub.: Public/Rights Issue of ……………….. by ……………………… (Name of the issuer) We confirm that: (1) The updated draft red herring prospectus-I/updated draft red herring prospectus-II, as the case may be, filed with the Board contains all t....
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....ents. Technical terms, if any, used in explaining the KPIs shall be further clarified in simple terms. (b) KPIs disclosed in the offer document shall be approved by the Audit Committee of the Issuer Company. (c) KPIs disclosed in the offer document shall be certified by the statutory auditor(s) or Chartered Accountants or firm of Charted Accountants, holding a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India or by Cost Accountants, holding a valid certificate issued by the Peer Review Board of the Institute of Cost Accountants of India. (d) Certificate issued with respect to KPIs shall be included in the list of material documents for inspection. (e) For each KPI being disclosed in the offer document, the details thereof shall be provided for period which will be co-terminus with the period for which the restated financial information is disclosed in the offer document. (f) KPIs disclosed in the offer document should be comprehensive and explanation shall be provided on how these KPIs have been used by the management historically to analyse, track or monitor the operational and/or financial performance of the Issuer Comp....
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...., during the aforementioned period, shall be explained by the Issuer Company. The ongoing KPIs shall continue to be certified by a member of an expert body as per clause 3(c). (4) For issue price, floor price or price band, as the case may be, disclosed in the offer document, the Issuer Company and the lead merchant banker (LMs) shall disclose the details with respect to the following: (a) Price per share of Issuer Company based on primary / new issue of shares (equity/convertible securities), excluding shares issued under ESOP/ESOS and issuance of bonus shares, during the 18 months preceding the date of filing of the DRHP / RHP, where such issuance 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; and (b) Price per share of Issuer Company based on secondary sale / acquisition of shares (equity/convertible securities), where promoter / promoter group entities or shareholder(s) selling shares through ....
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....'Risks to Investors' section. Recommendation of a Committee of Independent Directors to be included in the price band advertisement stating that the price band is justified based on quantitative factors / KPIs disclosed in 'Basis for Issue Price' section vis-à-vis the WACA of primary issuance / secondary transaction(s) disclosed in 'Basis for Issue Price' section." XIV. in Schedule IX, in the title, after words and number "regulation 42", the number and symbols "59C (8), 59C (9), 59C (13)" shall be inserted. XV. in Schedule XVI, in the title, after words, numbers and symbols "regulation 25(6)", the number and symbols "59E (3)" shall be inserted. XVI. after Schedule XVI, the following Schedule (Schedule XVI-A) shall be inserted, namely- "SCHEDULE XVI-A - NATURE OF CHANGES IN THE OFFER DOCUMENT REQUIRING FILING OF UPDATED OFFER DOCUMENT [See regulation 59E (2)] (1) Changes which require fresh filing of the pre-filed draft offer document or draft offer document 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 fol....
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....sue size or estimated means of finance by more than 10 percent and not exceeding 20 per cent. (iv) Section 4: Management: Appointment of any new director. (v) Section 5: Promoter Group: Any addition to the promoter group or group companies. (vi) Section 6: Financial Statements: Any variation in net profit after tax or net loss and/ or extraordinary items in excess of 10 percent over the last updated financials included in the draft offer document. (vii) Section 7: Legal and other information: Any new litigation or any development about a pending litigation which is considered material by the lead manager(s). (b) After filing the updated offer document with the Board, the issuer may proceed with the issue after receiving a confirmation to this effect from 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. ....