TaxTMI 
TaxTMI 
Master Circular for Issue of Capital and Disclosure Requirements
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....order to enable the users to have access to the provisions of the applicable circulars at one place, a Master Circular for compliance with the provisions of the ICDR Regulations was issued on June 21, 2023. Further, the Master Circular dated June 21, 2023 was updated and issued on November 11, 2024 by consolidating relevant circulars issued till September 30, 2024. 3. The Master Circular dated November 11, 2024 is updated to include all relevant circulars that were issued till December 31, 2025 and changes, wherever considered relevant, are carried out to reflect the provisions which are currently in force. 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all directions/instructions contained in the circulars listed out in the Appendix to this Master Circular shall stand rescinded to the extent they relate to ICDR Regulations. 5.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such rescission, - (a) anything done or any action taken or purported to have been done or taken under the rescinded circulars, prior to such rescission, shall be deemed to have been done or taken under the corresponding provisions of this Master Circular; (b) any application made to the Board under the rescinded cir....
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....Amount (ASBA) Facility 22 Chapter 10 Use of Unified Payment Interface (UPI) in Public Issue 30 Chapter 11 Timeline for listing of shares in Public Issue 37 Chapter 12 Withdrawal of Master Circular on issuance of No Objection Certificate (NOC) for release of 1% of Issue Amount 39 Chapter 13 Industry Standards on Key Performance Indicators ("KPIs") Disclosures in the draft Offer Document and Offer Document 40 Chapter 14 Enabling T+2 trading of Bonus shares where T is the record date 41 Chapter 15 Redemption of Indian Depository Receipts (IDRs) into Underlying Equity Shares 43 Chapter 16 Adjustment of differential pricing amount at the time of application for allotment of specified securities 45 Annexure I 46 Annexure IA 48 Annexure II 51 Annexure III 59 Annexure III A 60 Annexure IV 63 Annexure V 64 Annexure VI 67 Annexure VII 92 Annexure VIII 94 Annexure IX 96 Annexure X 97 Annexure XI 102 Annexure XII 106 Annexure XIII 111 Annexure XIV 115 Annexure XV 117 Annexure XVI 124 Annexure XVII 129 Annexure XVI....
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....e of the above, for non-compliance with certain provisions of the ICDR Regulations, stock exchanges shall impose fines on the listed entities, as under: S. No. Violation Regulation / Schedule Fine 1. Delay in completion of a bonus issue: (i) Within 15 days from the date of approval of the issue by its board of directors - in cases where shareholders' approval for capitalization of profits or reserves for making the bonus issue is not required. (ii) Within 2 months from the date of the meeting of its board of directors wherein the decision to announce bonus issue was taken subject to shareholders' approval - in cases where issuer is required to seek shareholders' approval for capitalization of profits or reserves for making the bonus issue. 295 (1) Rs.20,000 per day of non- compliance till the date of compliance. 2. Listed entities not completing the conversion of convertible securities and allotting the shares, within 18 months from the date of allotment of convertible securities. 162 Same as above. 3. As per Schedule XIX - Para (2) of ICDR Regulations under heading Application for listing, it is stated that: "....
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....f the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR Regulations 2015") shall be at least 3 working days (excluding the date of intimation and the record date). 1.2. Issuance of newspaper advertisement disclosing date of completion of dispatch and intimation of same to the stock exchanges for dissemination on their websites, as per Regulation 84 (1) of the ICDR Regulations, shall be completed by the issuer at least 2 days before the date of opening of the issue. 1.3. In terms of Regulation 85 of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, Rights Issues shall be completed within 23 working days from the date of Board of Directors of the Issuer approving the Rights Issue. 1.4. The revised timelines for completion of the various activities involved in Rights Issue process from the date of Board of Directors of the Issuer approving the Rights Issue till the date of closure of Rights Issue are placed at [Annexure- I]^[3] 1.5. If the Issuer is making a Rights Issue of convertible debt instruments, wherein shareholders' approval is required, then the timeli....
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.... The detailed procedures on the Rights Issue process are given at Annexure-IA for due compliance. Chapter 3: Disclosures in offer document^[5] 1. Disclosures in the abridged prospectus and front cover page of the offer document- 1.1. Disclosures in the Abridged Prospectus 1.1.1. In terms of Regulation 34(1) of the ICDR Regulations, abridged prospectus shall contain the disclosures as specified in Annexure I of Part E of Schedule VI of the said regulations. 1.1.2. In order to further simplify, provide greater clarity and consistency in the disclosures across various documents and to provide additional but critical information in the abridged prospectus, the format for disclosures in the abridged prospectus has been revised and is placed at Annexure II. 1.2. Disclosures in the front cover page of the offer document 1.2.1. Clause 1(a) of Part A - Schedule VI of the ICDR Regulations specifies information to be disclosed on the front outside cover page of offer document. 1.2.2. With regard to above, a format for disclosure on front outside cover page shall be as per the format placed at Annexure III. 1.3. General Instructions ....
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....sebi.gov.in. In case of any queries and clarifications, users may refer to the manual provided in the portal or contact the Portal Helpline at +9122-26449364 or email at [email protected]. 1.5 [For rights issues the issuer shall file the letter of offer with SEBI through email at [email protected] and the payment of filing fees shall be made online through payment link provided on SEBI website under the fees category "Filing Fees"]^[7] 2. Guidelines for returning of draft offer document and its resubmission^[8] 2.1 In order to ensure completeness of the offer document for investors and provide greater clarity & consistency in the disclosures and for timely processing, it was decided to issue 'Guidelines for returning of draft offer document and its resubmission'. 2.2 Accordingly, the draft offer document shall be scrutinized based on the broad guidelines and such documents which are not compliant with the instructions provided under Schedule VI of ICDR Regulations and guidelines provided hereunder, shall be returned to the issuer. 2.3 Broad guidelines for returning of draft offer document and its resubmission are placed at Annexure IIIA of this master c....
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.... of the filing of DRHP with SEBI. In case of pre-filing of draft offer document under Chapter IIA of ICDR Regulations, the AV shall be made available within 5 working days of filing Updated Draft Red Herring Prospectus - I, as defined under regulation 59A of ICDR Regulations. 3.4 The AV shall also be made available on digital/social media platforms of the Issuer and AIBI. The web link of the said AV shall be made available on the websites of the Stock Exchanges and the Lead Managers to the issue. The AV shall be made accessible through QR code (as made available in offer related documents) pertaining to the public issue. 3.5 The AV shall be updated with information disclosed in RHP/ Prospectus and price band advertisement including details of the issue opening/closing date, price/ price- band etc., and uploaded on the date of publication of the price band advertisement or the date of filing of prospectus (in case of fixed price issues). 3.6 The Issuer and all Lead Managers to the public issue shall be responsible for the content and information made available in the AV. 3.7 The above provisions with respect to AV presentation shall be applicable on voluntary basis to al....
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....he SCSB shall have access to the allotment ratio for the purpose of arriving at the compensation. 7. Any applicant whose application has not been considered for allotment, due to failure on the part of the SCSB, shall have the option to seek redressal of the same within three months of the listing date with the concerned SCSB. On receipt of such application/s, the SCSB would be required to resolve the same within 15 days, failing which it would have to pay interest at the rate of 15% per annum for any delay beyond the said period of 15 days. 8. In case the SCSB fail to redress such grievances within the stipulated time, additionally SEBI may initiate action as deemed fit. 9. The SCSB are required to submit the half yearly report to SEBI as per below format: Half Yearly Report w.r.t No. of complaints received for compensation under ASBA S. No Opening balance No. of complaints received No. of complaints resolved Closing balance No. where compensation was paid without interest No. where compensation was paid with interest No. where compensation was not required to be paid  ....
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.... ii. A body corporate with net worth of Rs.25 crores B. Procedure for Recognition i. Responsibility of Stock Exchanges/Depositories The investor, having a demat account with a Depository, will make an application to the Stock Exchanges/Depositories in the manner prescribed by them for recognition as an IGPI. The Stock Exchanges /Depositories may use the services 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 list....
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....ue of specified securities 4.5 Table V: ISD for issue of American Depository Receipts (ADRs) / 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 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 exchange where the securities of the entity, in relation to which the ISD is being filed, are listed / proposed to be listed. 7. The Stock Exchange which receives the ISD shall further transmit, as soon as possib....
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....ss 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 ASBA^[17] 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 Syndicate Bank (SCSB) in ASBA are advised to - ....
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....eemed to have agreed to pay the commissions to SCSBs, within a reasonable time.^[23] 4. Entities Eligible for Accepting ASBA Application^[24]: 4.1. The following entities shall accept a completed Application-Cum-Bid form from investors intending to subscribe to a Public Issue:^[25] 4.1.1. an SCSB, with whom the bank account to be blocked, is maintained, 4.1.2. a syndicate member (or sub-syndicate member), 4.1.3. a stock broker registered with a recognised stock exchange (and whose name is maintained on the website of the stock exchange as eligible for this activity) ('broker'). The details of submission of ASBA through a stock broker are specified at Annexures VIII^[26] 4.1.4. a depository participant ('DP') (whose name is mentioned on the website of the stock exchange as eligible for this activity), 4.1.5. a register to an issue and share transfer agent ('RTA') (whose name is mentioned on the website of the stock exchange as eligible for this activity); 4.2. Retails investors submitting application with any of the entities at 4.1.2 to 4.1.5 above (hereinafter referred as 'Intermediaries&#....
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....ation data shall thereafter be uploaded by the SCSBs in the electronic bidding system through a web-enabled interface provided by the Stock Exchanges.^[33] 5.4. Stock Exchange(s) may validate the electronic bid details with depository's records for DP ID, Client ID and PAN, at periodic intervals throughout the bidding day during the bidding period and bring the inconsistencies to the notice of intermediaries concerned, for rectification and re-submission within the time specified by Stock Exchange.^[34] 5.5. Once the basis of allotment is finalized, the Registrar to the Issue shall send an appropriate request to the CB of SCSB for unblocking the relevant bank accounts 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.^[35] 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 ....
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....dding-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 applications in public issues. ^[43] 6.4. In order that Stock Exchanges fill up essential details of an issue, the Merchant Banker to the issue shall ensure that the following details are provided to the Stock Exchanges at least two days before opening of the public issue:^[44] 6.4.1. Company Name 6.4.2. Type of issue 6.4.3. Issue opening date 6.4.4. Issue closing date 6.4.5. Price/ price band 6.4.6. Bid lot 6.4.7. Other relevant details 6.4.8. Soft copy of prospectus / abridged prospectus 6.5. The Stock Exchanges shall ensure the following:^[45] 6.5.1. The details furnished by the Merchant Banker to the issue are duly filled in the ASBA form for a specific public issue, before making the same available on websites. 6.5.2. The ASBA form for a specific public issue is made available on the websites of the Stock Exchanges at least one....
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....nt by Registrar to the Issue. 8.5.2. The SCSBs shall make the application only after (i) unblocking of application amounts for each application received by such SCSB has been fully completed; (ii) applicable compensation relating to investor complaints has been paid by such SCSB. 8.6. The SCSBs shall continue to be responsible to provide information requested by the Merchant Bankers / Registrar to the Issue / Issuer and also remain liable to pay compensation for delays in unblocking of application amounts after the processing fee has been claimed by SCSBs. 9. Additional Payment Mechanism (i.e. ASBA, etc.) for Payment of Balance Money in Calls for partly paid specified securities issued by the listed entity^[52] 9.1. Additional payment mechanism (i.e. ASBA, etc.) for making subscription and/or payment of calls in respect of partly paid specified securities through SCSBs and intermediaries such as Trading Members / Brokers - having three in one type account and Registrar and Transfer agents (RTA) has been introduced. 9.2. Additional Channels for making subscription and/or paying call money^[53] 9.2.1. For the purpose o....
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....I which is appointed by the Issuer 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. 3. Channels for making application 3.1. For the purpose of public issues, UPI would allow facility to block the funds at the time of application. With the introduction of UPI as a payment mechanism, various channels for making application in public issue by various categories of investors are as under: Category of Investor Channels for making application Channel I Channel II Channel III Channel IV Retail Individual Investor (RII) Investor may submit the Application-cum Bidding form with ASBA as the sole mechanism for making payment, physically at the branch of a SCSB, i.e. investor's bank, or online, if such facility is provided by the SCSB. For such applications, the existing process of uploading of bid and blocking of funds in investors account by the SCSB would continue. Investor may submit the Application-cum Bidding form online using the facility of linked online trading, demat and bank account (3-in-1 type accounts), provided by....
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.... the Stock Exchanges with the Depositories on real time basis. 7.2. Stock Exchanges and Depositories shall put in place necessary infrastructure for this purpose. 8. Number of applications 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 ....
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....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^[58] 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). 13.1.4. Failure to unblock the funds in cases of non-allotment by T+2. 13.1.5. SCSB blocking multiple amounts for the same UPI application. 13.1.6. SCSB blocking more amount in the investors account than the application amount. 13.2. Therefore, need has been felt to put in pl....
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....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 Exchanges. SCSB's shall unblock such applications by the closing hours of the bank day and submit the confirmation to Lead Managers and RTA on daily basis, as per the format prescribed in Annexure XIX. 13.10. Unblocking of UPI Mandates^[62]: SEBI had endeavored that the unblock of applications shall be completed on T+2 (T: Issue Closing Date). However, in view of the complaints received pertaining to delayed unblock, the following process shall be implemented by intermediaries. 13.10.1. Sponsor Banks shall execute the online mandate revoke file for Non- Allottees/Partial Allottees on T+2. Subsequently, any pending applications for unblock shall be submitted to RTA, not later than T+2. 13.10.2. Subsequently, RTI shall submit the bank-wise pending UPI applications for unblock to SCSB's along with the allotment file, not later than T+2. The allotment file shall include all applications pertaining to full-allotment / partial-allotment / non-allotment / cancelled / withdrawn / deleted applications etc. 1....
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....ediaries be released only after ascertaining that there are no pending complaints pertaining to block/unblock of UPI bids, receiving the confirmation on completion of Unblocks from Sponsor Banks/SCSBs and Annexure XX from RTI/SCSBs. 13.15. The provisions mentioned under para 13 of this circular shall become part of the offer documents, DRHP and RHP.^[65] Chapter 11: Timeline for listing of shares in Public Issue^[66] 1. Consequent to extensive consultation with the market participants and considering the public comments received pursuant to consultation paper on the aforesaid subject matter, it was decided to reduce the time taken for listing of specified securities after the closure of public issue to 3 working days (T+3 days) as against the present requirement of 6 working days (T+6 days); 'T' being issue closing date. 2. Accordingly, the revised timelines for listing of specified securities and various activities involved in the public issue process are specified in Annexure XXIII. 3. The T+3 timeline for listing shall be appropriately disclosed in the Offer Documents of public issues. 4. The timelines for submission of application, allotment of s....
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....Consequent to amendment of ICDR Regulations vide gazette notification dated May 17th 2024, the Master Circular no. SEBI/HO/OIAE/IGRD/P/CIR/2022/0151 dated November 07, 2022 on Issuance of No Objection Certificate for release of 1% of Issue Amount stands withdrawn. 3. However, the Stock Exchanges shall frame a joint standard operating procedure (SoP) for release of 1% security deposit that were deposited with stock exchanges by the issuer prior to abovementioned amendments in ICDR Regulations, 2018. 4. The chapter made applicable with immediate effect. Chapter 13: Industry Standards on Key Performance Indicators ("KPIs") Disclosures in the draft Offer Document and Offer Document^[71] 1. In order to facilitate uniform approach in identification and disclosure practices of Key Performance Indicators ("KPIs"), the Industry Standards Forum ("ISF") comprising of representatives from three industry associations, viz. ASSOCHAM, CII and FICCI, under the aegis of the Stock Exchanges, has formulated industry standards, in consultation with SEBI, for effective implementation of the requirement to disclose KPIs in the draft offer document and offer document as per the provisions of ....
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....fore credit of bonus shares. 2.6. The shares allotted pursuant to the bonus issue shall be made available for trading on the next working date of allotment (T+2 day). 2.7. The directions issued pursuant to SEBI Circular No. CIR/MRD/DP/21/2012 dated August 02, 2012 and CIR/MRD/DP/ 24 /2012 dated September 11, 2012 requiring credit of bonus shares in temporary ISIN shall be exempted in case of bonus issue of equity shares, and credit of shares directly in permanent ISIN (existing ISIN) shall be permitted in case of bonus issue of equity shares. 3. The Exchange(s) and Depositories are advised to make amendments to the relevant bye- laws, rules and regulations for the implementation of the above decision, as may be applicable. 4. This is applicable for all bonus issues announced on or after October 01, 2024. Any delay in compliance with the timelines as mentioned above will attract penalties as determined under chapter 1 of this master circular 'Non-compliance with certain provisions of SEBI ICDR Regulations'. Chapter 15: Redemption of Indian Depository Receipts (IDRs) into Underlying Equity Shares ^[73] 1. In order to facilitate foreign issuers to....
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....e 5.4 of this clause. 4.6. The Issuer may receive requests from the holders of underlying shares and convert these into IDRs subject to the Headroom available with respect to the number of IDRs originally issued subject to the guidelines prescribed by SEBI & Reserve Bank of India ("RBI") from time to time. 4.7. In case of option of converting the IDRs into underlying equity shares and providing the sale proceeds to the IDR holders is exercised, the issuer shall disclose the range of fixed/variable costs in percentage terms upfront and ensure that all the costs together shall not exceed 5% of the sale proceeds. 4.8. The issuer on a continuous basis shall disclose available Headroom and significant conversion / reconversion transactions. 4.9. The issuer shall lay down the detailed procedures while taking into consideration the above broad guidelines in addition to other norms specified by SEBI and RBI, from time to time. Chapter 16: Adjustment of differential pricing amount at the time of application for allotment of specified securities^[74] 1. This refers to the provisions of Regulation 30, 128, 190 and 251 of ICDR Regulations, which provid....
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.... 4. Receipt of in-principle approval from Stock Exchanges T+3 5. 2nd Board meeting for fixing record date, price, entitlement ratio etc. T+4 6. Filing of Letter of Offer with Stock Exchanges and SEBI T+5 to T+7 7. Record Date T+8 8. Receipt of BENPOS on Record date (at the end of the day) T+8 9. Credit of Right Entitlements (REs) T+9 10. Dispatch / Communication to the shareholders of Letter of Offer T+10 11. Publication of advertisement for completion of dispatch T+11 12. Publication of advertisement for disclosing details of specific investor(s) T+11 13. Issue opening and commencement of trading in REs (Issue to be kept open for minimum 7 days as per Companies Act, 2013) T+14 14. Validation of Bids T+14 to T+20 15. Closure of REs trading (3 working days prior to issue closure date) T+17 16. Closure of off-market transfer of RES T+19 17. Issue closure T+20 *If the Issuer is making a Rights Issue of convertible debt instruments, wherein shareholder's approval is required, then the notice for 2nd Board meeting to fix record date, price, entitlement ratio ....
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....record date. Along with application form, the issuer shall also send the details of the rights entitlements of the shareholder separately. b) This application form can be used both by shareholder or renouncee. c) Registrar to the issue shall also upload the application forms on its website. d) Applicants can use application form available on the website of registrar to the issue or printed forms sourced from the issuer [***]^[75] or registrars to the issue. e) In terms of Regulation 78 of the ICDR Regulations 2018, investor also has option to make an application in writing on a plain paper. B. Credit of Rights Entitlements ("REs") in dematerialized form a) The depositories shall put necessary procedures in place for issue and credit of REs in demat mode. b) The issuer making a rights issue of specified securities shall ensure that it has made necessary arrangements with depositories to issue and credit the REs in demat mode in the demat accounts of shareholders holding shares 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 ....
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.... depositories. C. Renunciation process and trading of REs on stock exchange platform: a) The stock exchanges shall put necessary procedures in place for trading of REs on stock exchange platform. b) REs credited to demat account can be renounced either by sale of REs using stock exchanges platform or off-market transfer and such trades will be settled by transferring dematerialized REs through depository mechanism in the same manner as done for all other types of securities. c) For sale of REs through stock exchange, investors can place order for sale of REs only to the extent of REs available in the demat account of the investor. Trading in REs on the secondary market platform of Stock exchanges will happen electronically on T+1 rolling 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. e) Trading in REs shall commence on the date of opening of the issue and shall be closed at least three working days pr....
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....selling shareholders) Name Type No of Shares offered/ Amount in Rs WACA in Rs per Equity Name Type No of Shares offered/ Amount in Rs WACA in Rs per Equity P: Promoter; PG: Promoter Group; OSS: Other Selling shareholder; WACA: Weighted Average Cost of Acquisition shall be calculated on fully diluted basis Price Band, Minimum Bid Lot & Indicative Timelines Price Band* Rs Xx To Rs Xx Per Equity Share of Face Value of Rs X Minimum Bid Lot Size XX Equity Shares Bid/Offer Open On Bid/Closes Open On Finalisation of Basis of Allotment Initiation of Refunds 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. Details of WACA of all shares transacted over the trailing eighteen months from the date of RHP Period Weighted Average Cost of Acquisition ....
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....i.e. www.nseindia.com; www.bseindia.com; and the BRLMs (websites to be specified). PRICE INFORMATION OF BRLM's* Issue Name Name of Merchant Banker +/- % change in closing price, (+/- % change in closing benchmark) - 30th calendar days from listing +/- % change in closing price, (+/- % change in closing benchmark) - 90th calendar days from listing +/- % change in closing price, (+/- % change in closing benchmark) - 180th calendar days from listing +1% (+5%) -2% (-5%) * 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 t....
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....e Issue are stated as follows: (Rs. in crores) Sr. No. Objects of the Issue Total estimate cost Amount deployed till Amount to be financed from Net Proceeds Estimated Utilization Fiscal 20_ Net Proceeds 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 agency, if any Terms of Issuance of Convertible Security, if any Convertible securities being offered by the Company Face Value / Issue Price per Convertible Securities Issue Size Interest on Convertible Securities Conversion Period of Convertible Securiti....
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.... Promoters By Promoters Against Promoters Subsidiaries By Subsidiaries Against Subsidiaries B. Brief details of top 5 material outstanding litigations against the company and amount involved 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 DECLARA....
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.... a) Complex presentations that may make the substance of the disclosures incomprehensible; b) Vague, ambiguous and imprecise explanations which may lead to more than one interpretation; c) Complex information quoted or copied from legal documents, unless accompanied with clear and concise explanation of the provision(s) therein; d) Repetition of disclosures in different sections of the document which may increase the size of the document but does not improve the quality or efficacy of information, unless the context requires otherwise; and e) Inconsistency in the numbers/ data/ facts provided in different sections of the offer document or between the draft offer document and subsequent submission(s) made in response to clarifications sought. iv. The risk factors are appropriately worded in simple, clear and unambiguous language to bring out clearly the risk to the investor, without undermining the same. 1.2. The draft offer document requires: i. Substantial revision or addenda on key disclosures, in accordance with the clarifications / explanations sought on the draft offer document; or ii. Corrective measures on a....
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....r which the draft offer document was returned and such draft offer document is in compliance with provisions of ICDR Regulations and other applicable laws. Annexure IV Reference chart for calculation of minimum compensation in case of non- allotment of specified securities to applicants (Retail Individual Investors) in an IPQ Example - Security A Issue Price: 300 Listing Price: 325 Minimum Bid lot: 20 shares Total No. of Applications received from RII No. of Equity Shares applied in all valid applications Shares Reserved No. of times Subscribed (A) (B) (C) (D)=B/C 2,00,000 3,28,00,000 35,00,000 9.37 In this case maximum possible allottees is 35,00,000/20 = 1,75,000 The basis of allotment is determined by Lead Managers in consultation with the Stock Exchanges as under: No. of Lots No. of Shares 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 C D=(B*C) E F = E:C G 1 ....
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....nces overdue for more than three months or given to associates and to related parties. v) Where the individual has been debarred or disciplinary action has been taken against investor by SEBI, RBI or any other regulatory body, then the debarment period or disciplinary action should be over. In case of a Non Resident Indian, he or she shall confirm that he or she has not been restricted from accessing securities market by the country of jurisdiction where he or she resides. 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 compl....
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....Exchange/Depository are true and correct and if found incorrect, the Exchange/Depository reserves the right to reject the application and take necessary action. h) 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 of such ineligibility Annexure VI Table I: ISD for public issue of specified securities Sr. No. Particular Field Description Source for information Timeline for submission In Principle Approval Stage 1 ISIN ISIN Issuer along with the Lead Managers Data from 1 to 23 shall be submitted by Lead Manager before grant of in principle approval by the Exchange(s) 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) Name of Promoter/s 6 Name of Company Secretary and Compliance Officer Name 7 Email Id of Compliance Officer EMAIL ID 8 Website URL 9 Registered office Address Address 10 Registered office Region Select 11 Corporate Office Address Addres....
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.... by the issuer before grant of in principle approval by the Exchange(s) 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 Copy of notice sent to shareholders Notice Copy 10 Object of the Issue As per Notice/offer document 11 Category of Allottee Option - Promoter/Non Promoter/ Promoter and Non-promoters 12 Security Type (no. of securities) Option - Equity/Options/Warrant/Convertible/NCD + warrants/Convertible other than warrants - (No. of securities) 13 Security Type (amount to be raised) Option - Equity/Warrant/Convertible/NCD + warrants/Convertible other than warrants - (Amount) 14 Consideration Option - Cash/conversion of Loan/Acquisition of Assets/other 15 Relevant Date Option - date/future relevant date i.e. at the time of conversion 16 Minimum Issue Price In Rs. 17 Terms of Payment % of payment on application (100/25/other specify) 18 Name....
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....bol 22 Relevant Date Date 23 Minimum Issue price (Per security) in Rs. 24 Bid Opening date Date 25 Bid Closing date Date 26 Date of allotment of shares in Rs. 27 Discount per shares availed in Rs. 28 Issue Price (per share) in Rs. 29 No. of Shares Allotted No. of shares 30 Final Issue Size (Rs. in crores) in Rs. 31 Category of Allotees Character 32 No. of Allottees Number 33 Date of Listing Date Exchange 34 Date of Trading Approval Date Table IV: ISD for rights issue of specified securities Sr. No. Particular Field Description Source for information Timeline for submission In Principle approval stage 1 Name of the Company Name Issuer [***]^[79] [Data from 1 to 14 shall be submitted by the issuer before grant of in principle approval by the Exchange(s)]^[80] 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 ....
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....oving the issue of specified securities Date 9 Copy of notice sent to shareholders Notice Copy 10 Object of the Issue As per Notice/offer document 11 Security Type (amount to be raised Rs. In Lakhs) Option -ADR/GDR - (Amount) 12 ADR/GDR listing Exchange Name of the Exchange Listing Stage 13 Name of the listed entity Name Issuer Data from 13 to 26 shall be submitted by the issuer before grant of trading approval by the Exchange(s) 14 ISIN ISIN 15 Corporate Identity Number (CIN) of the Listed Entity CIN 16 Permanent Account Number (PAN) PAN 17 BSE Scrip code 18 NSE Symbol 19 MSEI Symbol 20 Relevant Date Date 21 Name of Allottees List 22 Offer Price (Per Share) In Rs 23 Date of Allotment of shares Date 24 Number of shares allotted No. of shares 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 Table VI: ISD for issue of Foreign Currency Convertible Bonds (FCCBs) Sr. No. P....
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.... ballot, if applicable Date 10 Date of Public Announcement Date 11 Record Date Date 12 Buyback Opening Date Date 13 Buyback Closing Date Date 14 Buyback Offer No. of Shares 15 Buyback Price Amount in Rupees 16 Aggregate consideration not exceeding Amount in Rupees 17 Equity Shares Reserved for Small Shareholders No. of Shares 18 Equity Shares under General Category No. of Shares 19 Participation by Promoter(s) Yes/ No 20 Promoter(s) Declared Its intention to tender shares up to No. of Shares 21 Details of the escrow account Bank Name 22 Promoter(s) holding Pre Buyback No. of Shares & Percentage 23 Promoter(s) tentative holding Post Buyback No. of Shares & Percentage 24 Stock Exchanges Name of the Exchange(s) where company is listed 25 Designated Stock Exchange Name of the Exchange 26 Company's Broker/ Buyer Broker Name and Code of the Broker 27 Manager(s) to the Buyback Investment Banker 28 Last date for the receipt of completed Tender Forms and other specified documents including physical share certificates (....
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.... Buyback Opening Date Date 10 Buyback Closing Date Date 11 Maximum Buyback Price (Rs,) Amount in Rupees 12 Maximum No of shares to be bought back No. of Shares 13 Company's Broker/ Buyer Broker Name 14 Manager to Buyback Offer Investment Banker 15 Listed capital (No of shares) No. of Shares 16 Promoter(s) holding Pre Buyback No. of Shares & Percentage Post Issue stage 17 Total No of shares bought back No. of Shares Listed Entity ISD data from 17 to 22 shall be submitted by the Listed Entity before / along with Issue closure application with the Exchange(s) 18 Date of Closure of Buyback Date 19 Post Buyback Capital No. of Shares 20 Post Buy Back Public Announcement Date 21 Post Buy Back Public Announcement PDF Attachment 22 Promoter(s) holding Post Buyback No. of Shares & Percentage Table IX: ISD for open offer under SEBI SAST Regulations Sr. No. Particular Field Description Source for information Remarks Pre tendering stage 1 Name of the Target Company Name Acquirer / Manager to the Open Offer ISD data from point ....
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....tail of interest paid due to delay in payment amount 31 Post offer shareholding of Acquirer and PAC Number of shares & % 32 Post Offer Announcement PDF document Table X: ISD for voluntary delisting of equity shares where exit opportunity is required Sr. No Particular Field Description Source for information Remarks Pre tendering stage 1 Company Name of Company Manager to the Offer Data from 1 to 45 shall be submitted by the Manager to the Offer before grant of in principle approval by the Exchange(s) 2 ISIN ISIN 3 Scrip ID Character 4 Scrip Code Number 5 Registered Office of the Company Address 6 Corporate Office of the Company Address 7 Names & addresses of promoters Name & Address 8 Shareholding of promoter & promoter group Number of shares & % 9 Name of Company Secretary and Compliance Officer Name of CS 10 Email Id of Compliance Officer EMAIL ID 11 Website address URL 12 Exchanges where listed Name 13 Platform Small company/ other than Small Company 14 Delisting Type Voluntary Delisting / Delisting Offer un....
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....to Regulation 20(6) of SEBI Delisting Regulations) Rs. Per Equity Share 48 Date of counter offer (if applicable) Date 49 Counter offer price (if applicable) Rs. Per Equity Share 50 Book value per equity share if counter offer is provided (as per Regulation 22(5) of the SEBI Delisting Regulations) Rs. Per Equity Share 51 Date of payment/ settlement Date 52 Consideration paid in voluntary delisting (in Rs.) Rs. in Million 53 Detail of interest paid due to delay in payment Amount 54 Post offer shareholding of Acquirer / PAC Number of shares & % 55 Post offer shareholding of Public Number of shares & % 56 Date of issuance of final notice for voluntary delisting by the Stock Exchange Date 57 Last date for remaining shareholders to tender equity shares Date 58 Effective date of delisting (as mentioned in Exchange's final notice) Date Annexure VII CERTIFICATION BY SELF CERTIFIED SYNDICATE BANKS (SCSBs) FOR IMPLEMENTATION OF ASBA Note: All banks which are desirous of acting as SCSBs for ASBA facility are required to submit to SEBI a certificate as per the format provided hereu....
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.... the funds in favour of the issuer or unblocking of funds on withdrawal/ rejection of the ASBA, and g. Unblocking funds in the bank account specified in the ASBA upon receipt of information on withdrawal/ failure of the issue from the post issue merchant bankers through Registrar to an issue. h. Designating all branches as 'Designated Branches' for ASBA. i. Offering facility to make application using UPI in public issues. (v) We have systems in place to ensure that the amount blocked by us in the bank account specified in the ASBA shall be available at all times, for the purpose of giving it to the issuer upon finalisation of the basis of allotment. (vi) We are responsible for any omission or commission on our part while discharging our role as envisaged in the ASBA facility. (vii) We have systems in place to satisfactorily redress complaints arising out of errors or delays on our part to capture data, block or release funds, etc. (viii) We have identified our controlling Branch and designated Branch(es), the names and contact details of which are enclosed herewith. (ix) We have identified the following....
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....and send it to the RTA Controlling branch shall consolidate the electronic schedule of all branches, reconcile the amount blocked with the bank balance and send the consolidated schedule to the RTA along with Final certificate Step 4: RTA to follow the extant process for other modes a) RTA shall reconcile the schedules received from the bank with the Stock Exchange data b) It shall calculate the compensation payable to each broker and share the details with the Stock Exchange c) It may request for physical application forms directly from Brokers/SCSBs under exceptional circumstances such as discrepancy in PAN/ demat account number/client ID, investor complaint, etc d) It will follow the usual process of reconciliation, allotment, refund, etc Other important points a) Acknowledgement by the broker shall form the basis of any complaint b) Brokers shall be made responsible for complaints against the sub-brokers c) Stock Exchanges shall disclose publicly the complaint and grievance redressal mechanism along with monetary/non-monetary penalty as applicable d) Issuer, Merchant Banker and Stock Exchange shall....
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....ber & type of form (Repatriation/Non-Repatriation Form). 2. 8 digit Application Number 3. Stamp/Serial Number/Code of Syndicate Member, Broker/ SCSB/ Sub-Agent /Sub-broker/ escrow bank/Bank Branch/ DP/RTA 4. Name & Contact Details of First/Sole Applicant {Name, Address, Email (optional), Telephone No. / Mobile (optional)} 5. PAN of First/Sole Applicant 6. Bidders Depository Account Details - Check Box for NSDL and CDSL & single 16- digit field (consisting of DP ID and Client ID) 7. Investor Category (Retail Individual, Non Institutional or QIB) 8. Investor Status (Separate Status for Repatriation/Non-Repatriation Form) 9. Bid Options - a. Columns for Bid Options (Option 1, Option 2 or Option 3), Number of equity shares bid, Price per equity shares (sub-columns for Bid price, discount (if any) and Net price) b. Attention of investors to be drawn to instruction that only retail individual investors can bid at Cut- off c. Check-Box for Cut-Off d. Instruction that i. Bids must be in multiple of bid lot as advertised ii. Price in multiples of Re 1 only. iii. Number of shares and price per share be giv....
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....ersons in case of queries pertaining to allotment/credit of shares, submission and upload of ASBA bids. D. Bid Revision Application Form 1. Top of the application form shall have a Colored identifier strap incorporating the name of the issuer, ISIN number & type of form (Repatriation/Non-Repatriation Form). 2. 8 digit Application Number (Same as that of Main Application form) 3. Stamp/Serial Number/Code of Syndicate Member, Broker/ SCSB/ Sub-Agent /Sub-broker/ escrow bank/Bank Branch/ DP/RTA 4. Name of First/Sole Applicant 5. PAN of First/Sole Applicant 6. Bidders Depository Account Details - Check Box for NSDL and CDSL & single 16-digit field (consisting of DP ID and Client ID) 7. Options for change of Bid a. From i. Columns for Bid Options (Option 1, Option 2 or Option 3), Number of equity shares bid, Price per equity shares (sub-columns for Bid price, discount, if any and Net price) ii. Check-Box for Cut-Off iii. Watermark in background indicating Old Bid b. To i. Columns for Bid Options (Option 1, Option 2 or Option 3), Number of equity shares bid, Price per equity shares (sub-columns for Bid price, d....
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....d at Cut-off 3. Issue Structure highlighting for different category of investors (Retail, Non Institutional and QIBs) a. Number of equity shares (reservation if applicable) b. Percentage of Issue available for allotment/allocation c. Basis of allocation in case of oversubscription d. Mode of allotment e. Allotment lot f. Who can apply (Summary) g. Terms of payment Annexure XI Annexure XII ROLE AND RESPONSIBILITIES OF INTERMEDIARIES I. Role and Responsibilities of Self Certified Syndicate Bank (SCSBs) Role and responsibilities of SCSBs shall include the following: 1. SCSB shall designate one branch as the Controlling Branch, which shall be the single point interface for the Registrar to the Issue, Stock Exchange(s) and merchant bankers, for co-ordination/ communication. 2. SCSB shall identify Designated Branches at which Physical Application Supported by Blocked Amount (Physical ASBA) can be submitted by investor. 3. SCSB shall ensure that a soft copy of the abridged prospectus of the relevant public issue is made available on its website, along with the Electronic ASBA, so as....
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....unblocking the bank accounts for the purpose of transferring the funds to the issuer's account designated for this purpose within the timelines specified in the ASBA facility. The SCSB shall also ensure that the amount blocked by it in the bank accounts specified in the ASBA form, shall be available at all times for transferring to the issuer's account designated for this purpose at the time of finalization of allotment. 11. In case of failure or withdrawal of the issue, on receipt of appropriate instruction from the pre-issue merchant bankers through Registrar to the issues, SCSB shall unblock the bank accounts latest by the next day of receipt of such instruction. 12. In case SCSB receives any information from the Registrar to the Issue regarding errors in bid details, the SCSB shall send the rectified data within the time specified by the Registrar. 13. SCSB shall ensure that information about revision in the bidding period or price band, as and when received, is communicated and effected to in its systems promptly, for information of ASBA investors. 14. SCSB shall take all necessary steps and co-operate with the Registrar to the Issue....
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....lines specified in the ASBA facility: (i) Number of shares to be allotted against each valid ASBA. (ii) Amount to be transferred from the relevant bank account to the issuer's account, for each valid ASBA. (iii) The date by which the funds referred in sub-para (ii) above, shall be transferred to the issuer's account designated for this purpose. (iv) Details of rejected ASBAs, if any, along with reasons for rejection and details of withdrawn/ unsuccessful ASBAs, if any, to enable SCSBs to unblock the respective bank accounts. 5. The Registrar to the Issue shall be responsible for the correctness and validity of the information furnished by it to SCSBs and shall be liable for all its omissions and commissions in discharging its responsibilities in the ASBA facility. 6. Registrar to the Issue shall 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....
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....of investors shall be adjusted before blocking the amount from the investors' bank account i.e. the blocking is to be carried out net of discount. (IV) Role and Responsibilities of the Stock Exchange(s) Role and responsibilities of the Stock Exchanges shall include the following: 1. The Stock Exchanges shall provide file format/ layout in which upload/download shall be made by the various intermediaries interacting with the stock exchanges or amongst them. 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 ....
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....d hereunder (complete with requisite information mentioned herein) not later than 30 days from T+3. Format of application to be submitted by an SCSB to Merchant Bankers for release of Processing Fee payable to the SCSB. 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. 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. 3. 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 Name Applicant Name Application 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 DD/MM/YYYY format) Date of Actual Unblock (DD/MM/YYYY) ....
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....h 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 Name Applicant Name Application 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 of receipt of complaint (DD/MM/YYYY) Date on which multiple amounts were blocked (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.) &....
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.... 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 timelines specified therein. These responsibilities/ obligations, inter-alia, include: a. To initiate the mandate collect requests to all investor PSPs with the proper tags; b. To send back the file to the Stock Exchanges containing status of blocking for all investors; c. To initiate the debit requests post finalization ....
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.... 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 bid details in the application form along with his/ her bank account linked UPI ID and submit the application with any of the intermediary. 2.1.3. The intermediary upon receipt of form will upload the bid details along with UPI ID in the stock exchange bidding platform. 2.1.4. Once the bid has been entered in the bidding platform, the exchange will undertake validation of the PAN and Demat Account details of RII with the depository. 2.1.5. Depository will validate the aforesaid bid details on a real time basis and send response to stock exchange which would be shared by stock exchange with intermediary through its platform, for corrections, if any. 2.1.6. SMS from exchange to RII for bidding: Once the b....
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.... with stock exchange. The block request status would also be displayed on stock exchange platform for information of the intermediary. 2.2.7. The information received from Sponsor Bank, would be shared by stock exchange with RTA in the form of a file for the purpose of reconciliation. 2.2.8. RIIs would continue to have the option to modify or withdraw the bid till the closure of the bidding period. For each such modification of bid, RII will submit a revised bid and shall receive a mandate request from sponsor bank to be validated as per the process indicated above. 2.3. Post issue closure - Finalization of basis of allotment of shares, debit of blocked amount, credit of shares and listing 2.3.1. Post closure of the offer, the Stock Exchange would share the bid details with RTA. Further, Stock Exchange would also provide RTA the final file received from Sponsor Bank, containing status of blocked funds or otherwise, along with the bank account details with respect to applications made using UPI ID. 2.3.2. The RTA, based on information of bidding and blocking received from stock exchange, would undertake reconciliation of the bid data and ....
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.... 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 _________. (ii) 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 also confirm that we have complied with NPCI office circular 78 on 'Reconciliation and handling declined/timed- out transactions in UPI for one-time mandate block'. The certification done and sign off received from NPCI consists of the all UPI functionalities of mandate block/unblock cases inclusive of ASBA use case. (iii) We have undertaken the mock trial run of our systems for ASBA with UPI, with the NPCI and Registrar(s) and have satisfied ourselves that we have adequate systems/ infrastructure in place to fulfill our responsibilities/ obligations as envisaged in the ASBA facility with UPI as a payment mechanism within the timelines specified therein. These responsibilities/ obligations, inter- alia, include: a. Blocking funds to the extent of application money in the bank accou....
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....me : ______________________ Designation: _____________________ Department: ______________________ Address: ______________________ Mobile number: _____________________ E-mail ID: ______________________ Final level escalation Name : ______________________ Designation: _____________________ Department: _____________________ Address: ______________________ Mobile number: ____________________ E-mail ID: ______________________ Compliance Officer Details Name : ______________________ Address: ______________________ Mobile number: ___________________ E-mail ID: ______________________ (ix) We undertake to inform changes, if any, in the aforesaid details furnished to SEBI, on as and when basis. I,__________________ on behalf of ________________as a SCSB, hereby confirm that we fulfill / undertake to fulfill all the conditions stated above in providing ASBA with UPI as a payment mechanism. Name and Signature of Authorized/Nodal official of the Bank Annexure XVIII For SMS S. No. Scenarios Details to be present in SMS 1 ....
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....rs and Registrar to the Issue a certificate as per the format provided hereunder by the end of closing hours of Bank Day on T+2. Upon receipt of this certificate, the Registrar to the Issue shall maintain a record of the same and the consolidated compliance of all SCSBs shall be provided by the Registrar to the Issue to Post Issue Lead Manager on T+2. The Post Issue Lead Manager shall provide the same to SEBI as and when it is sought. Format of certificate to be submitted by SCSBs for Unblocking of Application Monies. 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. The summary of applications processed in the Public Issue of ____________is provided below. Mode of ASBA application submission No. of Applications Total Amount (in Crores) No. of Applications Processed for Unblocking Total Amount (in Crores) Date of Actual Unblock* Bank Online UPI (online) &nbs....
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....annum of the total cumulative blocked amount except the original application amount, whichever is higher. Date on which multiple amounts were blocked - Till the date of actual unblock. SCSB Blocking more amount than the application amount 1. Instantly revoke the difference amount (Blocked Amount - Application Amount) and 2. Rs. 100/- per day or 15% per annum of the difference amount, whichever is higher. Date on which the funds to the excess of application amount were blocked-Till the date of actual unblock. SCSB Delayed unblock for non-allotted/partially- allotted applications. Rs. 100/- per day or 15% per annum of the application amount, whichever is higher Since T+3 - Till the date of actual unblock. SCSB Annexure XXII Additional Compensation Mechanism for Investor Grievances Scenario Compensation Amount Compensation Period Who should compensate the investor? Delay in grievance redressal. Rs.100/- per day or 15% per annum of the application amount, whichever is higher. The day on which the grievance is received by Lead Managers/RTAs) - Till the date of actual unblock. Post Issue Lead Managers. Annexure XXIII In....
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....later than 09:30 am on T+2 day; Completion before 2 pm on T+2 day for fund transfer; Completion before 4 pm on T+2 day for unblocking Corporate action execution for credit of shares Initiation before 2 pm on T+2 day Completion before 6 pm on T+2 day Filing of listing application with Stock Exchanges and issuance of trading notice Before 7:30 pm on T+2 day Publish allotment advertisement On website of Issuer, Merchant Banker and RTI - before 9 pm on T+2 day. In newspapers - On T+3 day but not later than T+4 day Trading starts T+3 day **PSPs/TPAPs = Payment Service Providers/Third Party Application Providers Appendix LIST OF RESCINDED CIRCULARS S. No. Date of Circular Circular No. Subject / Title 1. September 27, 2011 CIR/CFD/DIL/5/2011 Disclosure of Price Information of past issues handled by Merchant Bankers 2. August 28, 2012 CIR/CFD/DIL/10/2012 dated Redemption of Indian Depository Receipts (IDRs) into Underlying Equity Shares 3. March 31, 2016 SEBI/HO/CFD/DIL/CIR/P/2016/47 Clarification regarding applicability of Indian Accounting Standards to disclosures in offer documents und....
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..... September 25, 2008 SEBI/CFD/DIL/2008/25/09 Applications Supported by Blocked Amount (ASBA) facility in Rights Issues 19. August 05, 2009 SEBI/CFD/DIL/MB/IS/5/2009/05/08 Application Supported by Blocked Amount (ASBA) process 20. August 20 2009 SEBI/CFD/DIL/DIP/38/2009/08/20 Amendment to SEBI (DIP) Guidelines, 2000 - Rights Issue Process/ Procedure 21. December 30, 2009 SEBI/CFD/DIL/ASBA/1/2009/30/12 Applications Supported by Blocked Amount (ASBA) facility in public issues and rights issues 22. April 06, 2010 CIR/CFD/DIL/2/2010 Applications Supported by Blocked Amount (ASBA) facility in public issues 23. July 13, 2010 CIR/CFD/DIL/7/2010 Applications Supported by Blocked Amount (ASBA) facility in public issues 24. July 28, 2010 Cir /IMD / DF / 6 / 2010 Additional mode of payment through applications supported by blocked amount (hereinafter referred to as ASBA) in Mutual Funds 25. October 12, 2010 CIR/CFD/DIL/8/2010 Applications Supported by Blocked Amount (ASBA) facility in public issues 26. April 29, 2011 CIR/CFD/DIL/1/2011 Applications Supported by Blocked Amount (ASB....
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....k Amount 43. November 08, 2019 SEBI/HO/CFD/DCR2/CIR/P/2019/133 Streamlining the Process of Public Issue of Equity Shares and convertibles Extension of time lime for implementation of Phase II of Unified Payments Interface with Application Supported by Blocked Amount 44. March 30, 2020 SEBI/HO/CFD/DIL2/CIR/P/2020/50 Continuation of Phase II of Unified Payments Interface with Application Supported by Block Amount due to Covid-19 virus pandemic 45. December 08, 2020 SEBI/HO/CFD/DIL1/CIR/238/2020 Additional Payment Mechanism (i.e. ASBA, etc.) for Payment of Balance Money in Calls for partly paid specified securities issued by the listed entity 46. March 16, 2021 SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M Streamlining the process of IPOs with UPI in ASBA and redressal of investor grievances 47. June 02, 2021 SEBI/HO/CFD/DIL2/P/CIR/2021/570 Streamlining the process of IPOs with UPI in ASBA and redressal of investor grievances 48. May 30, 2022 SEBI/HO/CFD/DIL2/P/CIR/2022/75 Processing of ASBA applications in Public Issue of Equity Shares and Convertibles 49. April 20, 2022 SEBI/HO/CFD/DIL2/CIR/P/2022/51 Streamli....
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....2018/22 February 15, 2018 [11] SEBI/HO/CFD/DIL/CIR/P/2021/614 Aug 13, 2021 [12] SEBI/HO/CFD/DIL2/CIR/P/2019/67 May 22, 2019 [13] SEBI/HO/CFD/PoD-1/P/CIR/2023/29 February 15, 2023 [14] SEBI Circular no. SEBI/CFD/MB/IS/3/2008/29/08 dated August 29, 2008; SEBI Circular no. SEBI/CFD/DIL/DIP/31/2008/30/7 dated July 30, 2008 [15] SEBI Circular no. SEBI/CFD/DIL/ASBA/1/2009/30/12 dated December 30, 2009 [16] SEBI Circular no. SEBI/CFD/DIL/ASBA/1/2009/30/12 dated December 30, 2009; SEBI Circular no. SEBI/CFD/DIL/2/2010 April 6, 2010; SEBI Circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 [17] SEBI Circular no. SEBI/CFD/DIL/ASBA/1/2009/30/12 dated December 30, 2009; 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/HO/CFD/DIL2/CIR/P/2018/138 dated November 01, 2018 [19] SEBI Circular no. CIR/CFD/DIL/12/2012 dated September 13, 2012 [20] SEBI Circular no. CIR/CFD/DIL/12/2012 dated September 13, 2012; SEBI Circular no. CIR/CFD/DIL/1/2013 dated January 02, 2013 [21] SEBI Circular no. SEBI/CFD/DIL/ASBA/1/2009/30/12 dated December 30, 2009 [22] SE....
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.... October 04, 2012 [43] SEBI Circular no. CIR/CFD/DIL/7/2010 dated July 13, 2010 [44] SEBI Circular no. CIR/CFD/DIL/7/2010 dated July 13, 2010 [45] SEBI Circular no. CIR/CFD/DIL/7/2010 dated July 13, 2010 [46] SEBI Circular no. SEBI/CFD/DIL/ASBA/1/2009/30/12 dated December 30, 2009 [47] SEBI Circular no. CIR/CFD/DIL/8/2010 dated October 12, 2010 [48] SEBI Circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 [49] SEBI Circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 [50] SEBI Circular no. CIR/CFD/DIL/8/2010 dated October 12, 2010 [51] SEBI Circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022; [52] SEBI Circular no. SEBI/HO/CFGD/DIL1/CIR/238/2020 dated December 08, 2020 [53] SEBI Circular no. SEBI/HO/CFGD/DIL1/CIR/238/2020 dated December 08, 2020 [54] SEBI Circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 01, 2018 [55] SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 05, 2022 [56] SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019 [57] SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019 [58] SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/....
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....rcular no, SEBI/HO/CFD/CFD-PoD-1/P/CIR/2025/31 date March 11, 2025. Before omission it read as "in consultation with Lead Manager (if appointed)" [80] Substituted vide SEBI circular no, SEBI/HO/CFD/CFD-PoD-1/P/CIR/2025/31 date March 11, 2025. Before substitution it read as under: "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)" [81] Inferred from para 8 of SEBI Circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 01, 2018 ============= Document 1 Annexure B Draft Red Herring Prospectus Dated Feb XX, 2022 (Please read Section 32 of the Companies Act, 2013) (This Draft Red Herring Prospectus will be updated upon filing with the RoC) 100% Book Built Offer (Please scan this QR Code to view the DRHP/RHP) NAME OF THE ISSUER COMPANY Corporate Identity Number: XXXXXXXXXXXXX Registered Office Corporate Office Contact Person Email and Telephone Website NAMES OF PROMOTER(S) OF THE COMPANY DETAILS OF OFFER TO PUBLIC, PROMOTERS/ SELLING SHAREHOLDERS Type Fresh Issue Size (by amount in Rs Million) OFS Size (by no. of ....
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....related securitiesinvolve a degree of riskand investors should not investany funds in the Offer unless they can afford totake the risk of losing their entire investment. Investors are advised to read the risk factors carefully before taking an investment decision in the Offer. For taking an investment decision, investors mustrely on their own examination of our Company and the Offer, including the risks involved. The Equity Shares in the Offerhave notbeen recommended or approvedby the Securitiesand Exchange Board of India("SEBI"), nor does SEBI guarantee the accuracy or adequacyof the contents of this Draft Red Herring Prospectus. Specific attention of the investors is invited to "Risk Factors" on page [.]. ISSUER'S AND SELLING SHAREHOLDERS' ABSOLUTE RESPONSIBILITY The issuer, havingmade allreasonable inquiries, accepts responsibility for and confirms that this offer documentcontains all information with regardtothe issuer and the issue whichismaterialin the context of the issue, that the information contained in the offer document is true andcorrect in all material aspects and is not misleading inany material respect, that the opinions and intentions expressed here in are ho....
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....ou have received a UPI-Mandate collect request from ABC Company for Rs. 40,000. Login into your UPI application to authorize the block. Application No. 80001854 Document 6 "Il Vodafone IN 3G 3:35 PM 20 July 2018 30 Validity PROCEED DECLINE En Click here to view the attachment This attachment will contain IPO application details of investor Document 7 https://1 Secure 1 Enter Details Investor Details Client ID Depository Name DP ID 14871468 NSOL IN300513 Beneficiary No. PAN Card Investor's Name AAMPF7581P SHYAM SHARAM IPO Details PO Symbol Company Name SUPREMEENG IPO 40000 Face Value Maximum Price Minimum Price Rs. 32.00 10.00 Rs. 27.00 Cut Of Price PO Start Date IPD End Date Rs. 32 00 20 July 2018 27 July 2018 Discount Amount Discount Category NA Document 8 ..... Vodafone IN 3G 5:43 PM V Create Mandate TO ABC Company xyzipo@bank Verified Merchant Mandate Amount Rs. 40000.00 The Amount entered will be blocked immediately & debited from payer account as per your Mandate inputs Frequency ONETIME Validity Start Date 20 JULY 2018 ....