TaxTMI 
TaxTMI 
Master Circular for Issue of Capital and Disclosure Requirements
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....er to enable the stakeholders to have access to all such circulars at one place, SEBI had issued a Master Circular dated June 21, 2023 by consolidating all relevant circulars issued till June 21, 2023. 2. Subsequently, SEBI had issued new circulars on provisions relating to the ICDR Regulations. In view of the same, the Master Circular dated June 21, 2023 has been updated to include all relevant circulars that were issued on / before September 30, 2024. The instant master circular supersedes the Master Circular dated June 21, 2023 for ICDR Regulations. 3. The Master Circular provides a chapter-wise framework for compliance with various obligations under the ICDR Regulations. For ease of reference, each chapter of this circular contains footnotes corresponding to the respective circulars. 4. With the issuance of this Master Circular, all directions/instructions contained in the circulars listed out in the Appendix to this Master Circular shall stand rescinded to the extent they relate to ICDR Regulations. 5. Notwithstanding such rescission, - (a) anything done or any action taken or purported to have been done or taken under the rescinded circulars, prior to suc....
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....nd resubmission and Audiovisual (AV) presentation of Disclosures. 12 ............ 15 Chapter 5: Compensation to Retail Individual Investors (RIIs) in an IPO Chapter 6: Guidelines on issuance of non-convertible debt instruments along with warrants ('NCDs with Warrants') in terms of Chapter VI Qualified Institutions Placement of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 - 17 Chapter 7: Framework for the process of recognition of investors for the purpose of Innovators Growth Platform........ 18 Chapter 8: Issue Summary Document (ISD) and dissemination of issue advertisements........ Chapter 9: Applications Supported by Blocked Amount (ASBA) Facility ................ Chapter 10: Use of Unified Payment Interface (UPI) in Public Issue……………………………….... Chapter 11: Timeline for listing of shares in Public Issue...... Annexure I…….......…….. Annexure II......... Annexure III............. Annexure IIIA. Annexure IV..... Annexure V. Annexure VI...................... Annexure VII... Annexure VII....
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.... NSE OFS PAN Res RHP RII RTA SCSB SCORES SOP SSE T-Day UPI Non-Convertible Debentures Non-Convertible Securities National Payment Corporation of India Non-Resident Indians Non-institutional Investors National Stock Exchange Offer For Sale Permanent Account Number Right Entitlements Red Herring Prospectus Retail Individual Investor Registrar and Transfer Agents Self-Certified Syndicate Banks SEBI Complaints Redress System Standard Operating Procedures Social Stock Exchange Trading Day Unified Payments Interface Page 5 of 132 Requirements à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति S3त और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Chapter 1: Non-compliance with certain provision of SEBI ICDR Regulations¹ 1. Regulation 297 and 298 of ICDR Regulations, inter-alia, specify liability of a listed entity or any other person for contravention and actions which can be taken by the respective stock exchange, the revocation of such actions and con....
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....ng approval by the stock exchange/s. Regulation Fine / Schedule Same as above. Credit of Fine: 3. The amount of fine realized as per the above structure shall continue to be credited to the "Investor Protection Fund†of the concerned stock exchange. 4. The recognized stock exchange shall disseminate on their website the names of noncompliant listed entities that are liable to pay fine for non-compliance, the amount of fine imposed, details of fines received, etc. 5. The recognized stock exchange shall issue notices to the non-compliant listed entities to ensure compliance and collect fine as per para 2 within 15 days from the date of such notice. 6. If any non-compliant listed entity fails to pay the fine, the recognized stock exchange may initiate appropriate enforcement action, including prosecution in furtherance of Regulation 298 of ICDR Regulations. Bonus Issue Delays: 7. With respect to bonus issue delays, it is clarified that: 7.1 The approvals for the listing and trading of promoters' bonus shares may be granted by the Stock Exchange, only after payment of the requisite fine by the listed entity. Howeve....
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...., similar to the equity shares. Trading in REs on the secondary market platform of stock exchanges shall commence along with the opening of the issue and shall be closed at least three working days prior to the closure of the rights issue. 1.4.2. Investors holding REs in dematerialized mode shall be able to renounce their entitlements by trading on stock exchange platform or off-market transfer. Such trades will be settled by transferring dematerialized REs through depository mechanism, in the same manner as done for all other types of securities. 1.4.3. Payment mode - Application for a rights issue shall be made only through ASBA facility. 2 SEBI/HO/CFD/DIL2/CIR/P/2020/13 January 22, 2020 and SEBI/HO/CFD/SSEP/CIR/P/2022/66 May 19, 2022 Page 8 of 132 S=31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India 1.4.4. No withdrawal of application by any shareholder shall be permitted after the issue closing date. The detailed procedures on the Rights Issue process are give....
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....stantiated with KPIs. 1.3.5. Further, the issuer company/ MBs shall insert a Quick Response (QR) code on the front page of the documents such as front outside cover page, abridged 3 SEBI/HO/CFD/SSEP/CIR/P/2022/14 February 04, 2022 Page 10 of 132 S331 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India prospectus, price band advertisement, etc. as deemed fit by them. The scan of QR code shall lead to downloading of prospectus, abridged prospectus and price band advertisement as applicable. Page 11 of 132 523 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Chapter 4: Online Filing System, Guidelines for returning of draft offer document and resubmission and Audiovisual (AV) presentation of Disclosures 1. Online Filing System for Offer Documents, Schemes of Arrangement, Takeovers and Buy backs4 1.1 SEBI ha....
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.... Documents6 3.1 In order to create awareness among investors to not rely on unauthorized / unsolicited information about public issues, it was decided that salient disclosures made in the Draft Red Herring Prospectus (DRHP), Red Herring Prospects (RHP) and Price Band Advertisement for public issues shall also be made available in Audio Visual format (AV) for ease in understanding the features of public issues. Such AV shall be prepared and placed in the public domain for all main board public issues. The same shall initially be in bilingual format i.e. English and Hindi. The Hindi version shall contain text in Devanagari script. 3.2 The contents of the AV shall be as per the following guidelines - 3.2.1 AV to be in compliance with the provisions regarding “Public communications and publicity materials" prescribed under Schedule IX of ICDR Regulations. 3.2.2 It shall contain the following disclosure to investors - "Investors are advised not to rely on any other document, content or information provided in respect to the public issue on the internet/ websites / social media platforms/micro-blogging platforms by finfluencers. Inve....
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....¥à¤°à¤¤à¤¿à¤à¥‚ति S3त और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Chapter 5: Compensation to Retail Individual Investors (Rlls) in an IPO 7 1. Applications Supported by Block Amount (ASBA) has resulted in almost complete elimination of complaints pertaining to refunds, there have been instances where the applicants in an Initial Public Offering have failed to get allotment of specified securities and in the process may have suffered an opportunity loss due to the following factors: 1.1. Failure on part of the Self Certified Syndicate Banks (SCSB) to make bids in the concerned Exchange system even after the amount has been blocked in the investors' bank account with such SCSB. 1.2. Failure on part of the SCSB to process the ASBA applications even when they have been submitted within time. 1.3. Any other failures on part of an SCSB which has resulted in the rejection of the application form. 2. In order to have a uniform policy for calculation of minimum compensation payable to investors in scenarios as mentioned above in ....
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....mpensation under ASBA S. Opening No balance No. of complaints received No. No. of complaints resolved Closing balance where No. where No. where compensation compensation compensati was without interest paid was paid with interest on was not required to be paid Page 16 of 132 पà¥à¤°à¤¤à¤¿à¤à¥‚ति 523 à¤à¤¾à¤°à¤¤ और विनिमय बोरà¥à¤¡ S331 Securities and Exchange Board of India Chapter 6: Guidelines on issuance of non-convertible debt instruments along with warrants ('NCDs with Warrants') in terms of Chapter VI Qualified Institutions Placement of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 20188 - 1. In order to streamline procedure of issuance and applicability of Electronic Book Provider Platform (EBP Platform) mechanism on the 'NCDs portion' the following was decided and made applicable for issues wherein the size of NCDs portion is above threshold prescribed under the Securities and Exchange Board of India (Issue and Listing of Non-Converti....
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....ces of Brokers/Depository participants respectively for such purpose. However, Stock Exchanges/Depositories shall be responsible for verification and maintenance of the IGPI data. ii. Documentation Detailed Documentation required for recognition is provided at Annexure V of this master Circular. 3. Validity of Recognition The recognition granted by the Stock Exchange/Depository shall be valid for a period of three years from the date of issue of such accreditation unless the IGPI becomes ineligible due to change in his/her/its financial status in which case such IGPI shall inform the Stock Exchange/Depository of such ineligibility. 4. Responsibility of Merchant Bankers at the time of listing on IGP with regard to IGPIs At the time of application by a Company for listing on IGP, the merchant bankers shall ensure due diligence with regard to eligibility of IGPIs and that their holding in the Company desirous of listing on IGP is in accordance with the Regulation 283(1) of the ICDR Regulations 2018. 5. Stock Exchanges/Depositories are advised to make necessary amendments to the relevant bye-laws, rules and regulations. â¹SEB....
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....Global Depository Receipts (GDRs) 4.6 Table VI: ISD for issue of Foreign Currency Convertible Bonds (FCCBs) 4.7 Table VII: ISD for buy-back of equity shares through tender offer 4.8 Table VIII: ISD for buy-back of equity shares from the open market 10 SEBI/HO/CFD/POD-1/P/CIR/2023/29 February 15, 2023 Page 19 of 132 पà¥à¤°à¤¤à¤¿à¤à¥‚ति S-3 à¤à¤¾à¤°à¤¤à¥€à¤¯ à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India 4.9 Table IX: ISD for open offer under SEBI SAST Regulations 4.10 Table X: ISD for voluntary delisting of equity shares where exit opportunity is required. 5. The prescribed formats also provide timeline for submission of the details and also casts responsibility on the entity responsible for the submission (hereinafter referred to as "Submitting Entity"). 6. Stock Exchanges shall develop a utility in order to facilitate the filing of the ISD by Submitting Entity. The Submitting Entity may file the details, as applicable in the format mentioned at para 4 above, to any stock ex....
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....icability of ASBA 13: ASBA process is applicable in case of both Public Issue and Rights Issue. All investors (Retail, QIBS, NIIs etc.) / shareholders are eligible to apply through ASBA. All the investors / shareholders making application in public issue / rights issue shall use ASBA facility for making payment i.e. mention their bank account number and authorise the bank to make payment in case of allotment by signing the application forms, thus obviating the need of writing the cheques. In this regard, disclosures shall be made in the offer document such as in issue procedure section as part of payment instructions. 3. SCSBs in ASBA¹4 3.1. Definition: SCSB has the same meaning as given to it in clause (aaa) of sub- regulation (1) of regulation 2 of the ICDR Regulations 2018, i.e. "Self-certified syndicate bank†means a banker to an issue registered with the Board, which offers the facility of ASBA" 3.2. Eligibility for SCSBs: Banks who are registered with SEBI as Bankers to an Issue in terms of Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994 and are desirous of participating as Self Certificate S....
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....hanges for making it available on their respective websites. These details shall also be made available by the SCSB on its website: 18 3.5.1. Name and address of the SCSB; 3.5.2. Addresses of DBS and CB and other details such as telephone number, fax number and email ids; 3.5.3. Name and contact details of a nodal officer at a senior level from the CB. 3.6. SEBI displays the names and other relevant details of SCSBs which will be authorized to accept the applications under ASBA on the website: www.sebi.gov.in.19 3.7. On inclusion in the list of SCSBs, a bank shall commence its activities as a SCSB for ASBA. It shall then be deemed to have entered into an agreement with the issuer 15 SEBI Circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 01, 2018 16 SEBI Circular no. CIR/CFD/DIL/12/2012 dated September 13, 2012 17 SEBI Circular no. CIR/CFD/DIL/12/2012 dated September 13, 2012; SEBI Circular no. CIR/CFD/DIL/1/2013 dated January 02, 2013 18 SEBI Circular no. SEBI/CFD/DIL/ASBA/1/2009/30/12 dated December 30, 2009 19 SEBI Circular no. SEBI/CFD/DIL/ASBA/1/2009/30/12 dated December 30, 2009 Page 22 of 132 à¤à¤¾à....
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....SBA/1/2009/30/12 dated December 30, 2009 21 SEBI Circular no. SEBI/CFD/DIL/ASBA/1/2009/30/12 dated December 30, 2009; SEBI Circular no. CIR/CFD/DIL/8/2010 dated October 12, 2010; SEBI Circular no. CIR/CFD/14/2012 dated October 04, 2012; SEBI Circular no. CIR/CFD/DIL/4/2013 dated January 23, 2013; SEBI Circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 22 SEBI Circular no. SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 08, 2019 (See indicative timeline table) 23 SEBI Circular no. CIR/CFD/14/2012 dated October 04, 2012 24 SEBI Circular no. SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 08, 2019 25 SEBI Circular No. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 Page 23 of 132 à¤à¤¾à¤°à¤¤à¥€à¤¯ S=31 पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Stock Exchanges shall ensure that the details of the locations of their broker centers are disclosed on their websites and regularly updated.26 5. ASBA Process in Public Issue and Rights Issue27 5.1. In Public Issue: An investor....
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....D/DIL2/P/CIR/2022/75 dated May 30, 2022 28 SEBI Circular no. SEBI/CFD/DIL/ASBA/1/2009/30/12 dated December 30, 2009; SEBI Circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022 29 SEBI Circular No. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 30 SEBI Circular no. SEBI/CFD/DIL/ASBA/1/2009/30/12 dated December 30, 2009 31 SEBI Circular no. SEBI/HO/CFD/CIR/P/2016/26 dated January 21, 2016 Page 24 of 132 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति S-3 ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India and for transferring the requisite amount to the issuer's account designated for this purpose. In case of withdrawal/ failure of the issue, the amount shall be unblocked by the SCSB on receipt of information from the pre-issue merchant bankers through the concerned Registrar to the Issue. 32 5.6. In Rights Issue: ASBA facility in rights issue enables an investor / shareholder to apply through ASBA mode. ASBA process from the time of submission of application by the applicants till transfer of ....
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....8. 37 SEBI Circular no. CIR/CFD/DIL/4/2011 dated September 27, 2011 Page 25 of 132 à¤à¤¾à¤°à¤¤à¥€à¤¯ S=31 पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India 6.1.5. new data fields viz. discount, net price etc. have been introduced to help investors to pay the correct amount along with the Application-cum-Bid-Form in issues where discount is offered. 6.1.6. signature of only the first bidder would be required. First bidder would be deemed to have signed on behalf of joint holders and would give requisite confirmation(s) to that effect. 38 6.2. Stock Exchanges shall provide for download of application forms on their website/Broker terminals so that any investor or stock broker can download/print the form directly. 39 6.3. Application-Cum-Bidding-Forms shall be available for download and printing from websites of the Stock Exchanges which provide electronic interface for ASBA facility. The ASBA forms so downloaded shall have a unique application number and can be used for making ASBA app....
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....red by them. SCSBs shall be entitled for per form processing fee for ASBA forms procured by Intermediaries and submitted with SCSBs. For ASBA forms procured directly by SCSBs, they would be entitled for selling commission only and no processing fee shall be paid to them.44 8.2. Amount of commission payable to Intermediaries shall be determined on the basis of application which have been considered eligible for the purpose of allotment. In order to determine to which Intermediary the commission is payable to, the terminal from which the bid has been uploaded will be taken into account.45 8.3. The details of commission and processing fees payable to each intermediary and the timelines for payment shall be disclosed in the offer document and this shall be implemented strictly.46 8.4. Merchant Bankers shall ensure that an appropriate disclosure is made in the offer document specifying the range of fee that SCSBs would be entitled to for processing such ASBA forms procured by Intermediaries and submitted to SCSBs.47 8.5. Payment of Processing Fee to SCSBs 48: To claim the processing fee, SCSBS shall make an application to the Merchant Bankers....
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....ation to RTA and block funds in shareholders account. Channel II Channel III Physical ASBA: Physically Additional Online mode: at the branch of a SCSB. The SCSBS shall send the application to RTA and block funds in shareholders account. Using the facility of linked online trading, demat and bank account (3-in-1 type accounts), provided by some of the brokers. 9.3. 9.4. Period of subscription: The payment period for payment of balance money in calls shall be kept open for fifteen days. Disclosures in the Letter of Offer: The intermediaries including the issuer company and its RTA shall provide necessary guidance to the specified security holders in use of ASBA mechanism while making payment of calls. 49 SEBI Circular no. SEBI/HO/CFGD/DIL1/CIR/238/2020 dated December 08, 2020 50 SEBI Circular no. SEBI/HO/CFGD/DIL1/CIR/238/2020 dated December 08, 2020 Page 28 of 132 à¤à¤¾à¤°à¤¤à¥€à¤¯ 5331 पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Chapter 10: Use ....
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....d bank account (3-in-1 type accounts), Channel IV A RII would also have the option to submit Application- cum Bidding form with any of the intermediary and use his/her UPI ID for the purpose of blocking of funds. Investor may submit Not applicable 51 SEBI Circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 01, 2018 Page 29 of 132 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति S3त और विनिमय बोरà¥à¤¡ Institutional Securities and Exchange Board of India facility is provided provided by Application-cum by the SCSB. Buyer (QIB) Non Institutional For such Investor (NII) applications, the existing process of uploading of bid and blocking of funds in investors account by the SCSB would continue. some of the Bidding form with brokers. any of the intermediary, along An individual NII the details of his/her bank account for blocking of funds. For such the applications, intermediary would upload the bid in Stock Exchange ....
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....ions per bank account 8.1. In order to ensure parity across the various channels for submitted applications, an investor making application using any of the aforesaid channel, shall use only his / her own bank account or only his/her own bank account linked UPI ID to make an application in public issues. 8.2. Applications made using third party bank account or using third party linked bank account UPI ID are liable for rejection. 8.3. Sponsor Bank shall provide the investors UPI linked bank account details to RTA for purpose of reconciliation. 8.4. RTA shall undertake technical rejection of all applications to reject applications made using third party bank account. 9. Obligations of the Issuer 9.1. The issuer shall appoint one of the SCSBs as Sponsor Bank to act as a conduit between the Stock Exchanges and NPCI in order to push the mandate collect requests and/or payment instructions of the retail investors into the UPI; 9.2. The Sponsor Bank appointed by the issuer may be the same as the bank with whom the public issue account has been opened. 10. Other requirements 10.1. The intermediaries shall provide necessary guidance ....
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....nimum period of three years. 12.2. Frequently asked questions (FAQs) regarding use of UPI with ASBA in public issue process can be accessed at the following path on the SEBI website www.sebi.gov.in. - Home » FAQs » Primary Market Issuances » Use of Unified Payments Interface (UPI) with ASBA in public issue process 13. Streamlining the process of IPOs with UPI in ASBA and redressal of Investor grievances 55 13.1. The following issues with the UPI system based on the consultation with market participants have been identified, which needs to be addressed: 13.1.1. Delay in receipt of mandate by investors for blocking of funds due to systemic issues at Intermediaries/SCSBs. 13.1.2. Failure to unblock funds for cancelled/withdrawn/deleted cases in the Stock Exchanges platform. 13.1.3. Failure to unblock the funds in cases of partial allotment by the next working day from the finalization of basis of allotment (T+1). 54 SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019 55 SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021; SEBI Circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated Ju....
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....l for CUG: The Stock Exchanges and Lead Managers shall facilitate providing the requisite data of Closed User Group (CUG) entities to Sponsor Bank for the development of web portal before opening of the Public Issue. 56 13.8. Re-initiation of UPI Bids 27: To avoid duplication, the facility of re-initiation provided to Syndicate Members shall preferably be allowed only once per 56 SEBI Circular SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 02, 2021 57 SEBI Circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/2480/1/M dated March 16, 2021 Page 33 of 132 à¤à¤¾à¤°à¤¤à¥€à¤¯ S=31 पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India bid/batch and as deemed fit by the concerned Stock Exchange, after bid closure time. 13.9. Cancelled/Withdrawn/Deleted applications58: Registrars to an Issue (RTI) shall submit the details of cancelled/withdrawn/deleted applications to SCSB's on daily basis within 60 minutes of bid closure time from the Issue opening date till Issue closing date (T) by obtaining the same from Stock Exc....
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....CSBs, immediately on the date of receipt of complaint from the investor. 13.12. If there is any delay in resolving the grievance beyond the date of receipt of complaint from investor, for each day delay, the compensation as prescribed in Annexure XXII shall be applicable in addition to the compensation as prescribed in Annexure XXI. A brief illustration of the same is provided below: Scenario Investor has applied in an IPO with an application amount of Rs.15,000/-. The Public Issue is closed on November 02, 2020. The Investor got no-allotment and hence, the effective date for unblocking of funds shall be November 04, 2020 (T+2). However, Investor has raised a complaint on pending unblock of funds with Lead Managers/SCSB on November 25, 2020. The SCSB unblocks the amount in investors account on November 30, 2020. Compensation (Annexure XXI) by Rs. 100/- per day or 15% per annum of the application amount, whichever is higher. SCSBs Duration: November 05, 2020 to November 30, 2020 Total Compensation = Compensation by Post Issue Lead Managers (Annexure XXII) Rs. 100/- per day or 15% per annum of the applic....
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.... applicant, the SCSBs shall ensure the following: 5.1. 5.2. The PAN mentioned in the application matches with the PAN linked to the bank account of the applicant maintained with the bank. A confirmation on the above shall be submitted by SCSBs to the Registrar to an Issue along with the Final Certificate. The PAN linked to the bank account of the applicant shall be part of the bidding data on the Stock Exchanges platform. 6. The Registrar to an Issue shall undertake third-party verification of the applications by matching the PAN available in the demat account with the PAN available in the bank account of the applicant. In instances of mismatch, such applications shall continue to be considered as invalid applications for finalising the basis of allotment. 7. Lock-in of pre-issue shares has been made effective in compliance with the ICDR Regulations 2018. Further, the operationalization of lock-in is in line with the SOP of Depositories issued vide Circular/Communique dated August 8, 2023. 8. The compensation to investors for delay in unblocking of ASBA application monies (if any) shall be computed from T+3 day. 63 SEBI circu....
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....es as on the record date. c) A separate ISIN shall be obtained by the issuer for credit of RES. d) Issuer shall specify the ISIN for REs while announcing the record date. e) Based on the rights entitlement ratio, the issuer shall credit REs in dematerialized mode through corporate action to shareholders holding shares as on record date. The ISIN of REs shall be kept frozen (for debit) in the depository system till the date of opening of the issue. f) Physical shareholders shall be required to provide their demat account details to Issuer / Registrar to the Issue for credit of REs not later than two working days prior to issue closing date, such that credit of REs in their demat account takes place at least one day before issue closing date. g) In case of fractional entitlements of REs, the fractional part shall be ignored by rounding down the entitlement. h) The issuer shall submit details of total REs credited to the stock exchanges immediately after completing the corporate action for the same and shall obtain requisite trading approval from the stock exchanges. Page 38 of 132 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥....
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.... settlement basis where T being the date of trading. The transactions will be settled on trade-for-trade basis. d) Issuer shall inform the dates of issue opening and closing to the stock exchanges and the depositories at the time of filing the letter of offer with the stock exchanges. Page 39 of 132 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ S3 और Securities and Exchange Board of India e) Trading in REs shall commence on the date of opening of the issue and shall be closed at least three working days prior to the closure of rights issue. D. Submission of Application form in Rights Issue a) All investors (including renouncee) shall submit application forms using ASBA facility through the Self Certified Syndicate Banks (SCSB) network during the issue period. b) Investor shall submit only one application form for REs available in a particular demat account. E. Allotment process in the rights issue a) Facility for correction of bid data as collated by the SCSB after issue closing shal....
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....r Selling shareholder; WACA: Weighted Average Cost of Acquisition shall be calculated on fully diluted basis Price Band* Minimum Bid Lot Size Bid/Offer Open On Bid/Closes Open On Finalisation of Basis of Allotment Initiation of Refunds Price Band, Minimum Bid Lot & Indicative Timelines Rs Xx To Rs Xx Per Equity Share of Face Value of Rs X XX Equity Shares Credit of Equity Shares to Demat accounts of Allottees Commencement of trading of Equity Shares *For details of price band and basis of offer price, please refer to price band advertisement and page xx of RHP. Page 41 of 132 523 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ SZ31 Securities and Exchange Board of India Details of WACA of all shares transacted over the trailing eighteen months from the date of RHP Weighted Average Period Cost of Acquisition (in Rs.) Trailing Eighteen Month from the date of RHP Upper End of the Price Band is 'X' times the WACA Range of acquisition price Lowest Price- Highest Price ....
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....t (GID) from the BRLM's or download it from the websites of the Stock Exchanges i.e. www.nseindia.com; www.bseindia.com; and the BRLMs (websites to be specified). * Name of Merchan Issue Name t Banker PRICE INFORMATION OF BRLM's* +/-% change in closing price, (+/- % change in closing benchmark) 30th calendar days from listing +1% (+5%) +/-% change in closing price, (+/- % change in closing benchmark) 90th calendar days from listing -2% (-5%) +/-% change in closing price, (+/- % change in closing benchmark) 180th calendar days from listing Disclosures subject to recent 7 issues (initial public offerings) in current financial year and two preceding financial years managed by each Merchant Banker with common issues disclosed once. Name of BRLM and contact details (telephone and email id) of each BRLM Name of Syndicate Members In case of issues by Small and Medium Enterprises under Chapter IX, details of the market maker to be included Name of Registrar to the Issue and contact details (telephone and email id) Name of Statutory Auditor Name of Credit Rating Agency and th....
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....ia Sr. Name No. 52 1 2 3 4 5 BOARD OF DIRECTORS Designation Whole time / Nominee) (Independent Executive / Experience / & Other Directorships Educational Page 45 of 132 Qualification Indian Companies: Foreign Companies: S-3 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Details of means of finance OBJECTS OF THE ISSUE The find requirements for each of the objects of the Issue are stated as follows: (Rs. in crores) Sr. No. Objects of the Issue Estimated Net Proceeds Utilization Total estimate cost Amount deploye d Amount to be financed till from Net Proceeds Fiscal 20 Fiscal 20_ 1 2 3 4 5 General corporate purposes Total Details and reasons for non-deployment or delay in deployment of proceeds or changes in utilization of issue proceeds of past public issues / rights issue, if any, of the Company in the preceding 10 years. Name of monitoring agen....
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.... By the Company Against the Company Directors By our Directors Against the Directors Promoters By Promoters Against Promoters Subsidiaries By Subsidiaries Against Subsidiaries Securities and Exchange Board of India B. Brief details of top 5 material outstanding litigations against the company and amount involved 52 Sr. No. Particulars Litigation filed by Current status Amount involved C. Regulatory Action, if any - disciplinary action taken by SEBI or stock exchanges against the Promoters in last 5 financial years including outstanding action, if any (200 - 300-word limit in total) D. Brief details of outstanding criminal proceedings against Promoters (200-300-word limit in total) ANY OTHER IMPORTANT INFORMATION AS PER BRLM / ISSUER COMPANY DECLARATION BY THE COMPANY We hereby declare that all relevant provisions of the Companies Act, 1956, the Companies Act, 2013 and the guidelines/regulations issued by the Government of India or the guidelines/regulations issued by the Securities and Exchange Board of India, established under Section 3 of the Securities and Exchange Board of India Act, 1992, ....
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....n [] Equity Shares aggregating up to [] Million [] Equity Shares aggregating up to [] Million Equity Shares aggregating up to [] Million P: Promoter, PG: Promoter Group: OSS: Other Selling shareholder, WACA: Weighted Average Cost of Acquisition on fully diluted basis WACAin Per Equity Share RISKSIN RELATION TO THE FIRST OFFER-The face value of the Equity Shares is []. The Floor Price, Cap Price and Offer Price determined by our Company and the Investor Selling Shareholders, inconsultation with the Book Running Lead Managers, on the basis of the assessment of market demand for the Equity Shares by way of the Book Building Process, as stated under "Basis for Offer Price" on page [] should not be considered to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance canbe given regarding an active or sustained trading in the Equity Shares nor regarding the price atwhich the Equity Shares will be traded after listing. GENERAL RISK Investments inequity and equity-related securities involve a degree of risk and investors should not invest any funds in the Offer unless they can afford to take the r....
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....¢] ت BID/ OFFER OPENS ON BID/ OFFER PERIOD [-] BID/OFFER CLOSESON Page 49 of 132 [•] C S3 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Annexure IIIA Guidelines for returning of draft offer document and its resubmission 1. Return of Draft Offer Document: The draft offer document / draft letter of offer filed with the Board for public issue / rights issue (hereinafter “draft offer document") of securities shall be scrutinized based on the broad guidelines specified as under and accordingly, the draft offer document shall be returned to the Issuer and the Lead Manager(s) for resubmission in accordance with the following guidelines - 1.1. Disclosures made in the draft offer document do not satisfy one or more of the following requirements: Ä°. ii. iii. Draft offer document is drafted in simple language with visual representation of data, so as to ensure ease of understanding of its contents and which substantially complies....
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....rules and regulations. Illustration: If an issue is filed under regulation 6(2) of the regulations, the draft offer document shall clearly specify the exact requirement under regulation 6(1) which has not been met by the issuer, instead of merely stating that the document is filed under regulation 6(2) of the Regulations. 1.4. Where any other regulatory authority/enforcement agency has expressed material concern with regard to issue / draft offer document filed by the issuer. On return of the draft offer document, the issuer shall ensure to seek/undertake remedial measures with the relevant regulator prior to resubmission of the document. 1.5. Where there are any pending litigation matters in any court or tribunal having an impact on the issue with regard to eligibility criteria provided under ICDR Regulations for the issue / draft offer document filed by the issuer. For purpose of eligibility criteria as mentioned in above para, Regulation 5, Regulation 61, Regulation 102, Regulation 213 and Regulation 228 of ICDR Regulation may be referred. 2. Resubmission of Draft Offer Document: 2.1. While there shall be no requirement for payment of....
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....n with the Stock Exchanges as under: No. of No. Shares of Lots at each lot No. of retail Investors applying at each lot Total No. of Shares applied for at each lot No. of investors who shall receive minimum bid-lot (to be selected on lottery) Allotment Ratio Determined No. of shares allotted per allottee (minimum lot size) A B 1 C D=(B*C) E F = E:C G 8750 (175000/200 20 234567 40 80 100 2 16882 20 10,000 200,000 000)*10000 7:8 10,000 400,000 8,750 7:8 20 60 10,000 600,000 8,750 7:8 20 10,000 800,000 8,750 7:8 20 20,000 2,000,000 17,500 7:8 20 20,000 2,400,000 17,500 7:8 20 140 15,000 2,100,000 13,125 7:8 20 8 160 20,000 3,200,000 17,500 7:8 20 9 180 10,000 1,800,000 8,750 7:8 20 10 200 15,000 3,000,000 13,125 7:8 20 11 220 10,000 2,200,000 8,750 7:8 20 12 240 10,000 2,400,000 8,750 7:8 20 13 260 10,000 2,600,000 8,750 7....
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....य पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India vi) Declaration from investor which will state that: 9.1. he/she/it, is not a willful defaulter as defined under Regulation 2(1)(III) of the ICDR Regulations. 9.2. he/she/it, is not a fugitive economic offender as defined under Regulation 2(1)(p) of ICDR Regulations. 9.3. he/she/it, is not in violation of Regulation 34 of SEBI (Delisting of Equity Shares) Regulation, 2021. 9.4. he/she/it, is not in violation of the restrictions imposed by SEBI under SEBI circular no. SEBI/HO/MRD/DSA/CIR/P/2017/92 dated August 01, 2017. 9.5. he/she/it, is in compliance with RBI regulations, if applicable. 9.6. that the investment in the Companies are in compliance with RBI norms, if applicable. 9.7. that the submissions made to the Exchange/Depository are true and correct and if found incorrect, the Exchange/Depository reserves the right to reject the application and take necessary action. the 9.8. that in case of ineligibility due to change in the financial stat....
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....y reserves the right to reject the application and take necessary action. that in case of ineligibility due to change in the financial status of the Innovators Growth Platform Investor, it shall inform the Stock Exchange/Depository Page 56 of 132 of such ineligibility 5331 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Table I: ISD for public issue of specified securities Annexure VI Sr. No. Particular Field Description Source for information Timeline for submission In Principle Approval Stage 1 ISIN ISIN 2 Corporate Identity Number (CIN) of the Listed Entity CIN 3 Permanent Account Number (PAN) PAN 4 Name of the Issuer Name of Issuer 5 Promoter(s) 6 Name of Promoter/s Name of Company Secretary and Compliance Officer Name 7 Email Id of Compliance Officer 8 Website 9 Registered office Address 10 Registered office Region 11 Corporate Office Address 12 Corporate Office Re....
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.... along with Lead Managers Page 58 of 132 Particular SZ31 Final Issue Price per share (Rs.) Issue Size (Rs.in Crores) Sr. No. 44 45 46 Issue subscription (no. of times) 47 Post Issue No. of shares 48 Scrip ID 49 Scrip Code 50 Listing Date à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Field Description In Rs. Rs. in Crores Number No. of shares Character Number Date Source for information Page 59 of 132 Timeline for submission 5331 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Sr. Particular No. 1 Name of the listed entity 2 ISIN Table II: ISD for preferential issue of specified securities Field Description In Principle approval stage Name of the listed entity ISIN 3 Corporate Identity Number (CIN) of the List....
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....g approval by the Exchange(s) 5331 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Table III: ISD for qualified institutions placement Sr. Particular No. Field Description In Principle approval stage 1 Name of the listed entity Name of the listed entity 2 ISIN ISIN 3 Corporate Identity Number (CIN) of the Listed Entity CIN 4 Permanent Account Number (PAN) PAN 5 BSE Scrip code* 6 NSE Symbol 7 MSEI Symbol 8 Board resolution approving the issue of specified securities Date 9 Object of the Issue (As per Notice/offer document) 10 11 Issue Size Applied for (No of Shares/Rs. in crores) 12 Provision for discount Date of Shareholders approval for placement with QIBs Date No of shares/Rs. in crores % Name of the Stock Exchange(s) Name Listing Stage 13 Listed at 14 Name of the Merchant Banker(s) 15 Name of the listed entity 16 ISIN 17 Corporate Identity Number (CIN) of the Listed Entity 18 Perma....
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.... Name of Merchant Banker, if any As per Notice/offer document Option Equity/Warrant/Convertible/NCD + warrants/Convertible other than warrants - (No. of securities) Option - Equity/Warrant/Convertible/NCD + warrants/Convertible other than warrants (Amount) - Option Cash/conversion of Loan/Acquisition of Assets/other % of payment on application (100/25/other specify) Name Issuer in consultation with Lead Manager (if Data from 1 to 14 shall be submitted by the Lead Manager or the issuer (in case Lead Manager is not required to be appointed) before grant of in principle approval by the Exchange(s) appointed) Listing Stage Page 64 of 132 SZ31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Field Description Source for information Timeline for submission Sr. Particular No. 15 Name of the Company Name 16 ISIN ISIN 17 Corporate Identity Number (CIN) of the CIN Listed En....
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....n Timeline for submission Issuer Data from 1 to 12 shall be submitted by the issuer before grant of in principle approval by the Exchange(s) Issuer Data from 13 to 26 shall be submitted by the issuer before grant of trading approval by the Exchange(s) Sr. Particular No. 22 Offer Price (Per Share) SZ31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Field Description In Rs Source for information 23 Date of Allotment of shares Date 24 Number of shares allotted No. of shares Issuer 25 Amount Raised Rs. in Lakhs 26 Number of Equity shares Listed No. of shares 27 Date of Listing Date Exchange 28 Date of Trading Approval Date Page 67 of 132 Timeline for submission Sr. Particular No. S=31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बो....
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....िनिमय बोरà¥à¤¡ Securities and Exchange Board of India Table VII: ISD for Buy-back of equity shares through tender offer Field Description Pre Issue stage 1 Company Name of Company 2 ISIN ISIN 3 BSE Scrip Code 4 NSE Symbol 5 MSEI Symbol 6 Issue Type Buyback 7 Method of Buyback Tender Offer 8 Board Meeting Date Date 9 Date of declaration of results of the postal ballot, if Date applicable 10 Date of Public Announcement Date 11 Record Date Date 12 Buyback Opening Date Date 13 Buyback Closing Date Date 14 Buyback Offer 15 16 567 Buyback Price Aggregate consideration not exceeding 17 Equity Shares Reserved for Small Shareholders 18 Equity Shares under General Category 19 Participation by Promoter(s) 20 Promoter(s) Declared Its intention to tender shares up to No. of Shares Amount in Rupees Amount in Rupees No. of Shares No. of Shares Yes/No No. of Shares 21 Details of the escrow account Source for information Listed Entity Bank Name Pag....
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....E Scrip Code 43 NSE Symbol 44 MSEI Symbol 45 Date of post buyback public announcement 46 Post buyback public announcement Date Attachment Listed Entity 47 Issued, Subscribed and Paid-up Capital Post-Buyback No. of Shares 48 49 50 51 Issued, Subscribed and Paid-up Capital Pre-Buyback Total number of Equity Shares bought back pursuant to the Buyback Total amount utilized in the Buyback Promoter(s) holding Post Buyback 52 Promoter(s) holding Post Buyback No. of Shares No. of Shares Amount in Rupees in Crores No. of Shares Percentage Page 72 of 132 Remarks ISD data from 40 to 52 shall be submitted by the Listed Entity before / along with submission of Post Buy back Public Advertisement to Exchange(s) Sr. No. Particular Company SZ31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Table VIII: ISD for Buy-back of equity shares from the open market Field Description Pre Issu....
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....s) Name 5 Name of the Person(s) Acting in Concert with Acquirer(s) Name 6 Type of Offer Type of offer under SEBI SAST Number of fully paid up shares to be acquired Regulations: Substantial acquisition (Reg. 3(1))/ Consolidation of holdings (Reg. 3(2))/Acquisition of control (Reg. 4) Indirect acquisition (Reg. 5) / Delisting offer (Reg. 5A) / Voluntary offer (Reg. 6) / Conditional offer (Reg. 19) / Competing offer (Reg. 20) number & % of paid-up capital number & % of partly paid-up capital 7 8 Number of partly paid up shares to be acquired 9 Offer price per fully paid up share Rs. 10 Offer price per partly paid up share Rs. 11 Offer size Rs. Million Page 75 of 132 Acquirer/Manager to the Open Offer Acquirer / Manager to the Open Offer ISD data from point 1 to 21 shall submitted by the Manager to the Open Offer before issuance of Open offer notice by the Exchange(s) Sr. Particular No. 12 Tendering start date 13 Tendering closing date S31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥....
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....ोरà¥à¤¡ Securities and Exchange Board of India Table X: ISD for voluntary delisting of equity shares where exit opportunity is required Field Description Pre tendering stage Source for information Remarks 1 Company 2 ISIN 3 Scrip ID 4 Scrip Code 5 Registered Office of the Company 6 Corporate Office of the Company 7 Names & addresses of promoters 8 9 10 Email Id of Compliance Officer 11 Website address 12 Exchanges where listed 13 Platform 14 Delisting Type Shareholding of promoter & promoter group Name of Company Secretary and Compliance Officer Helpline number of Registrar to Offer 15 Name of Registrar to Offer 16 Email Id of Registrar to Offer 17 18 Manager(s) to the Offer 19 Email Id of Manager to Offer 20 21 Name of the Acquirer(s) Helpline number of Manager to Offer Name of Company ISIN Character Number Address Address Name & Address Number of shares & % Name of CS EMAIL ID URL Name Small company/ other than Small Company Voluntary Delisting / Delisting Offer under ....
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....Sr. Particular No. 44 Field Description Source for information Remarks Last date for Public Announcement regarding success or failure of the Delisting Offer Date 45 Proposed date for payment of consideration to public shareholders who validly tendered in the delisting offer Date Post tendering stage 46 Discovered price Rs. Per Equity Share 47 48 Exit Price, if higher than the discovered price (Pursuant to Regulation 20(6) of SEBI Delisting Regulations) Date of counter offer (if applicable) 49 50 Counter offer price (if applicable) Book value per equity share if counter offer is provided (as per Regulation 22(5) of the SEBI Delisting Regulations) Rs. Per Equity Share Date Rs. Per Equity Share Rs. Per Equity Share 51 Date of payment/ settlement 52 Consideration paid in voluntary delisting (in Rs.) 53 Detail of interest paid due to delay in payment Date Rs. in Million Amount 54 Post offer shareholding of Acquirer / PAC || 55 Post offer shareholding of Public Number of shares & % Number of shares & % 56 Date of issuance of final notice....
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....nter-alia, include: a. Collection of physical and/ or electronic ASBA from the ASBA investors. b. Capturing relevant details from the physical and/ or electronic ASBA. C. Blocking funds to the extent of application money in the bank account specified in the ASBA till finalisation of the basis of allotment or withdrawal/ failure of the issue or withdrawal/ rejection of the application, as the case may be. d. Uploading details of the ASBA in the electronic bidding system of the Stock Exchange(s), sending to and receiving from the Registrar(s) data pertaining to the ASBA and the issue, in a secured form. e. f. Ensuring that there is a proper segregation of applications/ amount/ data issue-wise in respect of various issues that may be open simultaneously. Unblocking funds in the bank account specified in the ASBA upon receipt of request from Registrar(s) and releasing the funds in favour of the issuer or unblocking of funds on withdrawal/rejection of the ASBA, and Page 81 of 132 S=31 (V) à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिम....
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.... and non-syndicate members c) Similar to secondary market transactions where the investor can check the status of its trade on the Stock Exchange website, Stock Exchanges shall facilitate investors to view the status of their issue applications on the websites of Stock Exchanges d) All accepted applications shall be stamped and thereby acknowledged by the broker at the time of receipt and will be uploaded on the Stock Exchange platform e) Broker shall be responsible for uploading the bid on the Stock Exchange platform, submitting the ASBA form to SCSB, etc. and liable for any failure in this regard. f) Stock Exchanges shall take action against brokers who fail to comply with the requirements of this circular and in case of repeated non-compliances; appropriate action shall be taken. Step 2: Local Branch to mark for block funds, update electronic schedule and send it to the controlling branch Local branch of the collecting bank/SCSB shall update the schedule based on fund blocking and send it to controlling branch Step 3: Controlling branch shall consolidate the electronic schedule of all branches and send it to the RTA Controlling ....
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.... j) Issuer shall be liable to pay to the brokers for their activity even if the issuer withdraws the issue during the issue period Page 84 of 132 SZ31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Name of the RTA / DP: Registration No. Nodal Officer Format for Submission of Details to Stock Exchanges Name : XXX Designation : XXX Address : XXX Telephone : XXX Mobile : XXX E-mail : XXX City Office Address XXX XXX XXX XXX Contact Contact Fax Person XXX E-mail Number XXX XXX Sl. No 1. 2. State Page 85 of 132 Annexure IX 523 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Annexure X A. General Instructions 1. The Application-Cum-Bidding Form (accompanied with abridged prospectus) would be printed in a booklet form ....
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.... Authorization for necessary action by SCSBs for making the application. 15. Broker/SCSB/RTA/DP Stamp (Acknowledging upload of Bid in Stock Exchange System). 16. Acknowledgement Slip for Broker / SCSB/RTA/DP a. 8 digit Application Number b. Bidders Depository Account Details - Single 16-digit field (consisting of DP ID and Client ID) c. PAN of First/Sole applicant d. Amount Blocked less discount (if any) in figures e. Payment Details (ASBA Bank Account No., Bank & branch) f. Received from Name, Telephone/Mobile and Email of Bidder g. Stamp & Signature of Banker 17. Acknowledgement Slip for Bidder a. Columns for Bid Options (Option 1, Option 2 or Option 3), rows for Number of equity shares bid, Bid price, Total Amount blocked b. 8 digit Application Number c. Name of First / Sole Applicant d. Acknowledgement of Broker/ SCSB/RTA/DP e. Payment Details (ASBA Bank Account No., Bank & Branch) C. Overleaf of main Application Form 1. Bidder's Undertaking and Confirmations 2. Instructions corresponding to each item of main application form and specific instruction regarding: a. Name (Name should be given exactly as appearing in DP r....
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....Amount Blocked in figures & in words b. ASBA: Bank Account Number & Bank Name and Branch Page 88 of 132 53 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India 9. A confirmation by the Applicant (on behalf of joint bidders) that he/she has read, understood and agrees to such confirmations 10. Signature of First/Sole Applicant (with date) 11. Signature of ASBA Account holder(s) upto 3 (in case of joint accounts) 12. Authorization for necessary action by SCSBs for making the application 13. Broker/ SCSB/RTA/ DP Stamp (Acknowledging upload of Bid in Stock Exchange System) 14. Acknowledgement Slip for Broker / SCSB/RTA/DP for Revised Bid a. 8 digit Application Number b. PAN of First/Sole Applicant C. Bidders Depository Account Details (consisting of DP ID and Client ID) - Check Box for NSDL and CDSL & single 16-digit field d. Revised Amount Blocked less discount (if any) in figures e. Payment Details (ASBA Bank Account Number & Bank Name and Branch) f. Received fr....
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....Ty Bid Phae Raid This Nat Pave AKSI. NUCRS OF ASFARAAN ACTOR XT BILDIRM TAMPARKHANE CHYARDS SUURIS BLAT ABUBUR de XYZ LIMFFED INITIAL POWERCOTER-R YEAR HERE Bid cam Application Farm Ne TEAR HERE Name of Shake/dd Page 91 of 132 KISVESTOR STATES Application XVZ LIMITED S=31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India IN THE NATURE OF ABRIDGED PROSPECTUS- MEMORANDI NECOINTAINING SALIENT FEATURES OF THE RED HERRING PROSPECTES BIDDER'S UNDERTAKING AND CONFIRMATION FOR BID CUM APPLICATION FORM For ALL BET AS THE FRIT AVER S XYZ LIMITED NSTRUCTIONS FOR FILLING UP THE BID CUM APPLICATION FORM TEAR HERE COMPANY CONTACT DETAILS SVELDBITER Compen Page 92 of 132 cadeaudio of Hin REGISTRAR TO THE OFFER CONTACT DETAILS **XX*XXX 523 बोरà¥à¤¡ S331 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय Securit....
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....ion given by the Stock Exchanges with regard to ASBA which inter-alia include instructions like - (i) not accepting more one application per account per issue 67 (ii) not to accept any ASBA after the specified closing time on the last day of the bidding period, (iii) blocking the highest of the bid amount, in case there are more than one bid in ASBA. 5. SCSB shall give investors an acknowledgement for the receipt of ASBAs. 6. SCSB shall not upload any ASBA in the electronic bidding system of the Stock Exchange(s) unless (i) it has received the ASBA in a physical or electronic form; and (ii) it has blocked the application money in the bank account specified in the ASBA or has systems to ensure that Electronic ASBAs are accepted in the system only after blocking of the adequate application money in the relevant bank account opened with it. 7. SCSB shall ensure that the details of a particular ASBA are uploaded only once in the electronic bidding system of any one of the Stock Exchanges. SCSB shall be solely responsible for the completion and accuracy of all details entered/ uploaded on the electronic bidding system of the Stock Exchange(s). ....
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....stors. 14.SCSB shall take all necessary steps and co-operate with the Registrar to the Issue, Stock Exchange(s) and merchant bankers in ensuring secured transfer of data and completion of allotment of the equity shares within the time period specified in the Red Herring Prospectus. SCSB shall ensure that information, if any, sought in relation to ASBA facility by the merchant bankers/ Registrar to the Issue, is provided promptly. 15.SCSB shall retain Physical ASBAs for a period of six months and thereafter forward the same to the issuer. However, in case of Electronic ASBAS, “printouts" of such applications need not be retained or sent to the issuer. SCSB shall, at all times, maintain the electronic records relating to ASBA facility for a minimum period of three years. 16.SCSB shall ensure that complaints of investors arising out of errors or delay in capturing of data, blocking or unblocking of bank accounts, etc. are satisfactorily redressed. Page 96 of 132 SZ31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à....
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....hall act as a nodal agency for redressing complaints of investors, including providing guidance to investors regarding approaching the SCSB concerned. 7. Registrar to the Issue shall maintain accurately, at all times, the electronic records relating to ASBAS received from all SCSBs, including the following: (i) ASBAs taken from the electronic bidding system of the Stock Exchange(s) and ASBAs furnished by SCSBS in respect of the issue; Page 97 of 132 523 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India (ii) particulars relating to allotment of equity shares against valid ASBAS; (iii) particulars relating to the requisite money to be transferred to the issuer's account against valid ASBAS; and (iv) Details of rejected/ withdrawn/ unsuccessful ASBAs, if any (III) Role and Responsibilities of Merchant Bankers Role and responsibilities of Merchant Bankers shall include the following: 1. The pre-issue merchant banker(s) shall ensure that the ASBA facility is provided as the only ....
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....à¥à¤¡ Securities and Exchange Board of India 2. The Stock Exchange(s) shall ensure that details of the Controlling Branch (CB) and Designated Branches (DBS) of each SCSB are available on the website of the Stock Exchange(s) in an easily accessible form. 3. The Stock Exchange(s) shall enable: (i) access to their electronic bidding system through a web enabled interface, to SCSBs, for uploading details of ASBA; (ii) SCSBs to upload data on the electronic bidding system in a secured way; and (iii) identification of data uploaded by each SCSB, DB-wise. 4. The Stock Exchange(s) shall ensure that the electronic bidding system provides all the appropriate fields, along with identification of SCSBs, to enable SCSBs to upload the bid data properly. The electronic bidding system shall also be enabled to display bid opening/ closing date, price band and revision in price band/ bid period and to reset relevant data fields upon revision, if any. 5. The Stock Exchange(s) shall ensure that an issue specific code is generated from the electronic bidding system, so that SCSBs does not face any problem in segregating the ASBA issue-wise. 6. T....
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....B. 1. We, [Name of the Bank], hold a valid certificate of registration as a Banker to an Issue under the SEBI (Bankers to an Issue) Regulations, 1994. Our SEBI registration number is valid up to 2. 3. We hereby submit our application for release of the processing fee payable to us amounting to Rs. We attach the workings relating to the aforementioned estimate of processing fee/ selling commission. We confirm that all unblocking of ASBA application amounts at our end is fully completed. We have enclosed a data file of all ASBA applications unblocked by us in the format specified below: S. No. Issuer Applicant Name Name Application No. Mode of ASBA application Unblocking Date of Date of submission (Bank, Amount (Rs.) Online, UPI T+2 (in DD/MM/Y Actual Unblock (online), UPI YYY (DD/MM/Y (offline, if any) - as provided by RTI) format) YYY) 4. We further confirm that we have paid all applicable compensation relating to investor complaints in terms of the requirements of applicable SEBI circulars. We have enclosed a data file of all ASBA applications for which we have paid....
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.... UPI (offline, if any) Application - as provided by RTI) Amount (Rs.) Date of receipt of complaint (DD/MM/YYY Date on which request for cancellation/ withdrawal/ deletion is placed in Stock Exchanges Bidding Platform (DD/MM/YYYY) Date of Actual Unblock (DD/MM/YYYY) Compensation paid by SCSB (Rs.) Date of payment of Compensation by SCSB (DD/MM/YYYY) Mode of payment of Compensation (direct credit/IMPS/RTGS/ NEFT etc.) Schedule II - Format for provision of information on compensation for blocking of multiple amounts for the same UPI Application S.No. Issuer Applicant Application Name Name No. Mode of ASBA application submission (Bank, Online, UPI (online), UPI (offline, if any) as provided by RTI) Total cumulative blocked amount less the original application amount (Rs.) Date on which Date of receipt of multiple amounts were blocked complaint (DD/MM/YYYY) (DD/MM/YYYY) Date of Actual Unblock (DD/MM/YYYY) Date of payment of Compensation Compensation by paid by SCSB SCSB (DD/MM/YYYY) (Rs.) Mode of pa....
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....as Sponsor Bank in a Public issue. Format of certificate to be submitted by Sponsor Banks 1. We, [Name of the Bank], hold a valid certificate of registration as a Banker to an Issue under the SEBI (Bankers to an Issue) Regulations, 1994. Our SEBI registration number valid up to is 2. We have an arrangement with at least one of the Stock Exchange(s) that provides the electronic bidding system, through a web enabled interface, wherein the Stock Exchange will be able to share the bid details along with the investors UPI ID; 3. We hereby confirm that we have completed the UPI 2.0 certification process with National Payments Corporation of India (NPCI) as an Issuer/Issuer & Acquirer/Acquirer. We have also received a sign off from NPCI on same for go live and are interested to become a Sponsor Bank. 4. We have undertaken the mock trial run of our systems for acting as Sponsor Banks for ASBA, with the Stock Exchange(s) and Registrar(s) and have satisfied ourselves that we have adequate systems/ infrastructure in place to fulfill our responsibilities/ obligations as envisaged in the role of a Sponsor Bank in the ASBA facility within the ti....
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.... physically at the branch of a SCSB, i.e. RII's bank, or online, if such facility is provided by the SCSB. (ii) For such applications, the existing process of uploading of bid and blocking of funds in Rll account by the SCSB would continue. 1.1.2. Application submitted with Intermediary (i) A RII would continue to have the option to submit the bid-cum- application form online using the facility of linked online trading, demat and bank account (3- in-1 type accounts), provided by some of the brokers. (ii) In addition to above channel, a RII would also have the option to submit bid- cum-application form with any of the intermediary and use his / her bank account linked UPI ID for the purpose of blocking of funds. The detailed process in this regard is as detailed hereunder. 2. Process for RII application submitted with intermediary with UPI as mode of payment 2.1. Bidding and validation process 2.1.1. Before submission of the application with the intermediary, the RII would be required to have / create a UPI ID, with a maximum length of 45 characters including the handle (Example: InvestorID@bankname). 2.1.2. RII will fill in the ....
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....रà¥à¤¡ Securities and Exchange Board of India Graphical illustrative process of the investor receiving and approving mandate request Block request SMS to investor Block request intimation application through UPI Vodafone IN 3G 3:21 PM A PP PP-OOPAYERPSP Text Message Today 3:21 PM You have received a UPI-Mandate collect request from ABC Company for 40,000. Login into your UPI application to authorize the block. Application No. 80001854 Text Message L Vodafone IN 12:37 AM Q Search Recent 4 BHIM now You have received a UPI-Mandate collect request from ABC Company for 40,000. Login into your UPI application to authorize the block. Application No. 80001854 Page 108 of 132 SZ31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India 1. Investor UPI application screen Vodafone IN 3G 3:35 PM 2. Sample of IPO details in attachment Secure https:// UPI Mandate MANDATE Create 1 Enter Details ....
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....ible in UPI application Vodafone IN 3G 5:43 PM ↠Active Mandate Mandate Approved UPI ID: Amount: Frequency: UMN xyzipo@bank Rs 40000.00 ONETIME Validity: 5473tsfeh735489jsbyw457is ntea59jdkn@upi 20th July 2018 to 27th July 2018 VIEW DETAILS HOME Block confirmation SMS @1+ Vodafone IN 3G to investor 3:21 PM IB IB-00ISSUERBANK Text Message Today 3:21 PM Your UPI-Mandate is successfully created towards ABC Company for 40,000. Funds are blocked from A/C No. xxxx1933. Application No. 80001854 Block confirmation application intimation ... Vodafone IN 12:37 AM Q Search Recent BHIM now Your UPI-Mandate is successfully created towards ABC Company for 40,000. Funds are blocked from A/C No. xxxx1933. Application No. 80001854 Received From 18 July 2018 14:21 ABC Company xyzipo@bank 40000.00 ONETIME ACTIVE Application No 80001834 MANDATE DETAILS START DATE: 20 July 2018 END DATE: 27 July 2018 FREQUENCY: One Time: UMN: 5473tsfeh735489jsbyw457 isntea59jdkn@upi REMARKS: Application No 80001834 O A Text Message ....
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....he bid data and block confirmation corresponding to the bids by all investor category applications (with and without the use of UPI) and prepare the basis of allotment. 2.3.3. Upon approval of basis of allotment, RTA will share the debit file with Sponsor bank (through Stock Exchange) and SCSBs, as applicable, for credit of funds in the public issue account and unblocking of excess funds in the RIIs account. The Sponsor bank based on the mandate Page 111 of 132 SZ31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India approved by the RII at the time of blocking of funds, will raise the debit / collect request from Rlls bank account, whereupon the funds will be transferred from RIIs account to public issue account and remaining funds, if any, will be unblocked without any manual intervention by RII or his/her bank. 2.3.4. Upon confirmation of receipt of funds in the public issue account, shares would be credited to the Rll's account. RII will be notified for full/partial/no allo....
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....PAN of Sales Bidder TEAR HERE Stay & Signs of SNS Regal ker/SSH CDP RTA Page 114 of 132 00000000000000 APPENDICONSTARSBER VESTOR STATES Sad-5 Stamp & Signs of SCSR Beach Appliatin F XYZ LIMITED " 523 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ SZ31 Securities and Exchange Board of India IN THE NATURE OF ABRIDGED PROSPECTUS-MEMORANDUM CONTAINING SALIENT FEATURES OF THE RED HERRING PROSPECTUS BIDDER'S UNDERTAKING AND CONFIRMATION FOR BID CUM APPLICATION FORM CASE OF AN APPLICATION THE COMPIRATION ANDERTATIS AND REPRESENTATIS MAN BERALF OF ALLANT ASERS THE FIRST ANER SALLE LABLE FOR ALL THE OICATIONS ART OF THE OF the evil all had d de deporry son and to play THE FIRST ER WILL BE DEEMED TO BAY LEV MADE ON OF ST SMARES applicable laws The apo bidding has been Mode Andpod Propco fx G o bid on Applicamon Tom and apples W hold of the base S which ne ho Amad and done be hoher the baby cher levono and hand WE CONFIRM THAT THER encing Soes and bum Boad of bodu Send f....
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....N FORMI - INHIAL FORCE OFFER R PAN of Sale Fine Binder Judditional Amount Bockedy Back Na & Branch Telephone Mobile Era Option 3 TROL, INITIALRBER Bid Price XYZ LIMITED S&Site of SCSB TEAR HERE Shep & Signbare of Syndicate Maber Name of Sole/First Bidder Bagid Becker SCSBCDP/RTA Page 116 of 132 Applica Form Ne TEAR HERE- * PLEASE FILL IN BLOCK LETTERS -TEAR HERE 523 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India IN THE NATURE OF ABRIDGED PROSPECTUS - MEMORANDUM CONTAINING SALIENT FEATURES OF THE RED HERRING PROSPECTUS BIDDER'S UNDERTAKING FOR REVISION FORM When the the Acknowletgonant 5 Plesse INSTRUCTIONS FOR FILLING UP THE REVISION FORM CAMELLRY g the patate Bidene we MUHANDE Is case you want canal the option plan Beam at you SCS8 where the AA Acca SCS bere Bd Appaion Feisheng Bis of in case of Revisice of Price Band offer Band Retail Indridal Bedders who had tada Cut-off Price cold dri 300 300 ld will be considered t ....
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....e timelines specified therein. These responsibilities/ obligations, inter- alia, include: a. Blocking funds to the extent of application money in the bank account specified in the UPI Mandate Block Request received from NPCI/PSPs till finalisation of the basis of allotment or withdrawal/ failure of the issue or withdrawal/ rejection of the application, as the case may be. b. Ensuring that there is a proper segregation of UPI applications/amount/data issue-wise in respect of various issues that may be opened simultaneously c. Unblocking funds in the bank account specified in the ASBA with UPI, upon receipt of request from Registrar(s) and releasing the funds in favour of the issuer or unblocking of funds on withdrawal/ rejection of the ASBA UPI application, and d. Unblocking funds in the bank account specified in the ASBA with UPI, upon receipt of information on withdrawal/ failure of the issue from the post issue merchant bankers through Registrar to an issue. (iv) We have systems in place to ensure that the amount blocked by us in the bank account specified in the ASBA with UPI shall be available at all times, for the purpose of giving ....
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....es and Exchange Board of India For SMS S. No. Scenarios 1 Blocking of ASBA Application Amounts through Bank, Online and UPI channels 2 Debit and unblocking of ASBA Application Amounts through Bank, Online and UPI channels Details to be present in SMS ☠Name of the IPO Application Amount Date on which amount was blocked. For Full Allotment: ☠Name of the IPO ☠Amount to be debited. Date on which amount was debited. For Partial Allotment: ☠Name of the IPO ☠Amount to be debited and unblocked. ☠Date on which amount was debited and unblocked. For Non-Allotment: ☠Name of the IPO ☠Amount to be unblocked. ☠Date on which unblocked. amount was For UPI Mandates - Invoice in the Inbox Details to be available for mandate block. S.No. 1 Name of the IPO 2 Application Number 3 4 5 6780 9 DP ID & Client ID Number of shares (Bid Qty) Highest Bid Amount Date and Time of Bidding Details to be available for mandate Debit and Unblock. Name of the IPO Application Number DP ID & Cl....
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.... valid is provided below. Mode of No. ASBA application Applications submission of Total Amount (in Crores) No. of Total Date Applications Processed for Unblocking Amount (in Crores) Actual Unblock* Bank Online UPI (online) UPI (offline, if any) - as provided by RTI. * For the purposes of the above summary reporting, if date of unblock is not same for all the applications received by an SCSB, then the date of unblocking should be the date when the last application was unblocked. 3. We have enclosed a data file of all ASBA applications unblocked by us in the format specified below: Page 123 of 132 S331 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India S. No. Issuer Name Applicant Application Name No. Mode of ASBA application submission (Bank, Online, UPI (online), UPI (offline, if any) - as provided by RTI) Unblocking Amount (Rs.) Date of T+2 (in Date of Actual DD/....
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....lication date of unblock. amount actual amount, Delayed unblock for Rs. 100/- non-allotted/partially- 15% allotted applications. per annum of the unblock. application amount, per day or Since T+3 the date - Till of actual SCSB whichever is higher Page 125 of 132 Annexure XXI S=31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Annexure XXII Scenario Additional Compensation Mechanism for Investor Grievances Delay in grievance redressal. Compensation Amount Compensation Period Rs. 100/- per day or 15% per annum of the application amount, whichever is higher. Who should compensate the investor? The day on which the grievance is received by Managers. Lead Managers/RTAs) Post Issue Lead - Till the date of actual unblock. Page 126 of 132 S=31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय à¤....
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....¬à¥‹à¤°à¥à¤¡ Securities and Exchange Board of India Approval of basis by Stock Before 9 pm on T+1 day. Exchange Issuance of fund transfer instructions in separate files for debit and unblock. Initiation not later than 09:30 am on T+2 day; For Bank ASBA and Online Completion before 2 pm on T+2 day for fund transfer; ASBA - To all SCSBS Completion before 4 pm on T+2 day for unblocking. For UPI ASBA Bank - To Sponsor Corporate action execution for Initiation before 2 pm on T+2 day credit of shares Filing of listing application with Stock Exchanges and issuance of trading notice Publish advertisement Trading starts Completion before 6 pm on T+2 day Before 7:30 pm on T+2 day allotment On website of Issuer, Merchant Banker and RTI - before pm on T+2 day. In newspapers - On T+3 day but not later than T+4 day T+3 day **PSPs/TPAPs = Payment Service Providers/Third Party Application Providers. Page 128 of 132 523 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤....
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....te of Circular Securities and Exchange Board of India LIST OF RESCINDED CIRCULARS Circular No. Subject / Title Qualified Institutions and Placement of SEBI (Issue of Capital Disclosure Requirements) Regulations, 2018 13. 14. 15. 16. 17. 18. 19. 20. 21. November 23, SEBI/HO/CFD/DIL1/P/CIR/2021/0660 2021 May 19, 2022 SEBI/HO/CFD/SSEP/CIR/P/2022/66 February 04, SEBI/HO/CFD/SSEP/CIR/P/2022/14 2022 February 15, SEBI/HO/CFD/POD-1/P/CIR/2023/29 2023 August 29, SEBI/CFD/MB/IS/3/2008/29/08 2008 September 25, SEBI/CFD/DIL/2008/ 25/09 2008 August 05, SEBI/CFD/DIL/MB/IS/5/2009/05/08 2009 August 20, SEBI/CFD/DIL/DIP/38/2009/08/20 2009 December 30, SEBI/CFD/DIL/ASBA/1/2009/30/12 2009 22. April 06, 2010 CIR/CFD/DIL/2/2010 23. July 13, 2010 CIR/CFD/DIL/7/2010 24. July 28, 2010 Cir/IMD/DF/6/2010 Page 130 of 132 Non-compliance with certain provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("ICDR Regulations") Streamlining the Process of Rights Issue Disclosures in the abridged prospectus and fro....
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....lic issues in electronic form and use of nationwide broker network of Stock Exchanges for submitting application forms Application Supported by Blocked Amount (ASBA) facility in public/ rights issue Application Supported by Blocked Amount (ASBA) facility Streamlining the Process of Public Issue of Equity Shares and Convertibles Revised Contents of Application- Cum-Bidding Form and Manner of disclosure no. Clarification Circular on Streamlining the Process of Public Issue of Equity Shares and Convertibles Streamlining the Process of Public Issue of Equity Shares and convertibles Streamlining the Process of Public Issue of Equity Shares and convertibles Extension of time lime for implementation of Phase of Unified Payments Interface with Application Supported by Block Amount Streamlining the Process of Public Issue of Equity Shares and convertibles Implementation of Phase II of Unified Payments Interface with Application S=3 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोà....