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SEBI/HO/CFD/PoD -1/P/CIR/2024/0154

master_circulars · 1992 · State unknown

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Parent: THE SECURITIES AND EXCHANGE BOARD OF INDIA ACT, 1992 (7c4c1f5343adab106c3a94cafc08a5ecf5957ae7)

Text

MASTER CIRCULAR SEBI/HO/CFD/PoD -1/P/CIR/2024/0154 November 11, 2024 To Registered Merchant Bankers Recognized Stock Exchanges Depositories and Registered Depository Participants Registered Registrars to an Issue and Share Transfer agents Registered Stock Brokers Registered Credit Rating Agencies Bankers to an Issue (Self-Certified Syndicate Banks) Sponsor Banks All Listed Entities/ Proposed to be listed Entities National Payment Corporation of India (NPCI) Dear Sir / Madam, Subject: Master Circular for Issue of Capital and Disclosure Requirements The Securities and Exchange Board of India ( " SEBI " or " the Board " ) has been, from time to time, issuing various circulars/directions under the relevant provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("ICDR Regulations"). In order 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. 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. 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 . With the issuance of this Master Circular, all directions/instructions contained in the circulars listed out in the Appendix to this Master Cir

Rule TOC

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 consequences for failure to pay fine in the manner specified by SEBI.
1 · SEBI/HO/CFD/DIL2/CIR/P/2019/94 August 19, 2019 and SEBI/HO/CFD/DIL1/P/CIR/2021/0660 November
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.
1 · 1. The period for advance notice to stock exchange(s) under Regulation 42(2) of 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. With respect to dematerialized Rights Entitlements (REs) –
1 · 3.1.In the letter of offer and the abridged letter of offer, the issuer shall disclose the process of credit of REs in the demat account and renunciation thereof.
1 · 3.2.The REs with a separate ISIN shall be credited to the demat account of eligible shareholders in dematerialized form before the date of opening of the issue, against the shares held by them as on the record date.
1 · 3.3.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 the issue closing date, such that credit of REs in their demat account takes place at least 1 day before the issue closing date.
1 · 4. Trading of dematerialized REs on stock exchange platform –
1 · 4.1.REs shall be traded on secondary market platform of stock exchanges, with T+1 rolling settlement, 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
1 · 4.4.No withdrawal of application by any shareholder shall be permitted after the issue closing date.
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
1 · 3.1. While the disclosures in the abridged prospectus shall be as per Annexure II of this Master Circular instead of Annexure I of Part E of Schedule VI of the ICDR Regulations, the disclosure on front outside cover page shall be as per Annexure III of this Master Circular .
1 · 3.2. A copy of the abridged prospectus shall be made available on the website of issuer company, lead managers, registrar to an issuers and a link for downloading abridged prospectus shall be provided in price band advertisement .
1 · 3.3. The Issuer Company / Merchant Bankers (MBs) shall ensure that the disclosures in the abridged prospectus are adequate, accurate and does not contain any misleading or misstatement .
1 · 3.4. Furthermore, the Issuer Company/MBs shall ensure that the qualitative statements in the abridged prospectus shall be substantiated with Key Performance Indicators (KPIs) and other quantitative factors. Also, no qualitative statement shall be made which cannot be substantiated 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
1 · 1 SEBI had introduced an online system for filings related to public issues, rights issues, institutional placement programme, schemes of arrangement, takeovers and buy backs.
1 · 2 All Merchant Bankers that are required to file the offer documents and related documents in physical form with SEBI shall simultaneously file the same online through SEBI Intermediary Portal at https://siportal.sebi.gov.in .
1 · 3 Recognized stock exchanges filing the draft scheme of arrangement and related documents in physical form with SEBI under the provisions of LODR Regulations 2015 shall simultaneously file the same online through SEBI Intermediary Portal at https://siportal.sebi.gov.in .
1 · 4 Link for SEBI Intermediary Portal is also available on SEBI website -www.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 portalhelp@sebi.gov.in .
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 circular .
2 · 4 In order to enhance ease of doing business for issuers, where draft offer document is returned in terms of these guidelines, there shall be no requirement for payment of any fees on account of resubmission of draft offer document.
4 · SEBI/HO/CFD/DIL1/CIR/P/2018/011 January 19, 2018
5 · SEBI/HO/CFD/PoD -1/P/CIR/2024/009 February 06, 2024
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 –
3 · 2.3 The duration of each bilingual version of the AV shall be approximately 10 minutes.
3 · 2.4 The total duration of the AV shall be equitably distributed to cover material disclosures made under various sections of the DRHP and RHP viz. about the company, risk factors, capital structure, objects of the offer, business of the issuer, promoters, management, summary of financial information, litigations, material developments and terms of the offer etc.
3 · 2.5 The content of the AV must be factual, non-repetitive, non-promotional and shall not be misleading in any manner.
3 · 3 The AV shall be uploaded on the website of the Issuer and Association of Investment Bankers of India (AIBI) within 5 working days 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 .
6 · SEBI/HO/CFD/CFD -TPD -1/P/CIR/2024/55 dated May 24, 2024
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/ priceband 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.
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 · 1. the opportunity loss suffered by the investor due to non-allotment of shares;
2 · 2. the number of times the issue was oversubscribed in the relevant category;
2 · 3. the probability of allotment; and
2 · 4. the listing gains if any on the day of listing.
7 · SEBI/HO/CFD/DIL2/CIR/P/2018/22 February 15, 2018
1 · 1. EBP platform mechanism shall be mandatory for 'NCDs portion' of the issue (for both stapled and segregated offer) and issuer shall be required to comply with the NCS Regulations 2021, and Circulars issued there under.
1 · 2. 'Warrants portion' of the issue shall be in terms of Chapter VI on Qualified Institutions Placement under the ICDR Regulations 2018.
1 · 3. Of the 'total issue size' of the issue, at least 40% size shall consist of 'Warrants portion'. It may be noted that 'total issue size' shall mean combined size of NCDs issue and the aggregate size of the warrants portion, including the conversion price of warrants.
8 · SEBI/HO/CFD/DIL/CIR/P/2021/614 Aug 13, 2021 .
3 · Validity of Recognition
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 .
9 · SEBI/HO/CFD/DIL2/CIR/P/2019/67 May 22, 2019
2 · 1 public issue of specified securities (initial public offer / further public offer);
2 · 2 further issues {preferential issue, qualified institutions placement (QIP), rights issue, issue of American Depository Receipts (ADR), Global Depository Receipts (GDR) and Foreign Currency Convertible Bonds (FCCBs)};
2 · 3 buy-back of equity shares (through tender offer or from the open market);
2 · 4 open offer under SEBI SAST Regulations;
2 · 5 voluntary delisting of equity shares where exit opportunity is required under SEBI Delisting Regulations.
3 · 1 In the first stage, ISD will be filed containing pre-issue / offer fields.
3 · 2 In the second stage, ISD will be filed containing post-issue / offer fields after allotment/offer is completed / as applicable for respective ISD.
4 · 1 Table I: ISD for public issue of specified securities
4 · 2 Table II: ISD for preferential issue of specified securities
4 · 3 Table III: ISD for qualified institutions placement
4 · 4 Table IV: ISD for rights issue 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
10 · SEBI/HO/CFD/PoD -1/P/CIR/2023/29 February 15, 2023
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.
8 · 1 ISD should be disseminated through websites of the Recognised Stock Exchanges (where the entity is listed / is proposed to be listed) and the Depositories.
8 · 2 All entities involved in the process are advised to take necessary steps to ensure compliance in this regard .
10 · 1. bring the provisions of this chapter to the notice of all registered merchant bankers, listed entities and issuers and also disseminate the same on their websites; and
10 · 2. communicate to SEBI, the status of implementation of the provisions of this chapter within 7 days of implementation and in their Monthly Developments Reports .
3 · SCSBs in ASBA 14
3 · 1. Definition: SCSB has the same meaning as given to it in clause (aaa) of subregulation (1) of regulation 2 of the ICDR Regulations 2018, i.e.
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 –
11 · 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
12 · SEBI Circular no. SEBI/CFD/DIL/ASBA/1/2009/30/12 dated December 30, 2009
13 · SEBI Circular no. SEBI/CFD/DIL/ASBA/1/2009/30/12 dated December 30, 2009; SEBI Circular no.
14 · 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
3 · 2.1. undertake the necessary modifications in their system as per the instructions of the Stock Exchanges providing electronic interface for ASBA,
3 · 2.2. complete the mock trial run of their systems with such Stock Exchanges as well as with specified Registrars, and
3 · 2.3. certify to SEBI about their readiness to implement ASBA as per the format in Annexure VII15 .
3 · 3. SCSBs are advised to ensure that for ASBA application, the SCSBs shall block the application amount only against / in a funded deposit account and ensure that clear demarcated funds are available for ASBA applications. 16
3 · 4. SCSBs are also advised to ensure that for making application by banks on own account using ASBA facility, SCSBs should have a separate account in own name with any other SEBI registered SCSBs. Such account shall be used solely for the purpose of making application in public issues and clear demarcated funds should be available in such account for ASBA applications. 17
3 · 5. An SCSB shall identify its Designated Branches (DBs) at which an investor shall submit ASBA and shall also identify the Controlling Branch (CB) which shall act as a coordinating branch for the Registrar to the Issue, Stock Exchanges and Merchant Bankers. The SCSB, its DBs and CB shall continue to act as such, for all public and rights issues to which ASBA facility is applicable. The SCSB shall communicate the following details to Stock Exchanges 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
4 · Entities Eligible for Accepting ASBA Application 21 :
4 · 1. The following entities shall accept a completed Application-Cum-Bid form from investors intending to subscribe to a Public Issue: 22
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 23 .
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'), have to use UPI and shall also mention their UPI ID in the Application-cum-bid form. 24
4 · 3. The RTAs and DPs shall provide their contact details, where the application forms shall be collected by them, to the recognized stock exchange as per the format specified at Annexure IX and the same shall be disclosed by the stock exchanges on their websites. RTAs and DPs shall regularly update the said details by furnishing current information to the Stock Exchanges which shall be disclosed by the Stock Exchanges. 25
4 · 4. To facilitate Intermediaries to accept ASBA forms from investors, all the SCSBs, having a branch in the location of broker centers of Stock Exchanges, are required to name at least one branch where Intermediaries can submit the ASBA forms. The
20 · SEBI Circular no. SEBI/CFD/DIL/ASBA/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
5 · ASBA Process in Public Issue and Rights Issue 27
5 · 1. In Public Issue: An investor shall submit an ASBA physically or electronically to the SCSB (with whom the bank account to be blocked is maintained) or intermediaries mentioned above. The ASBA application in Public Issues shall be processed only after the application monies are blocked in the investor's account. 28
5 · 2. Processing of Applications by Intermediaries: Intermediaries accepting the application forms shall be responsible for uploading the bid along with other relevant details in application forms on the electronic bidding system of Stock Exchanges and submitting the form, wherever applicable, to SCSBs for blocking of funds (except in case of SCSBs, where blocking of funds will be done by respective SCSBs only). All applications shall be stamped and thereby acknowledged by the intermediary/SCSBs at the time of receipt . 29
5 · 3. Processing of Applications by SCSBs: In case an ASBA application is directly submitted to SCSBs then SCSBs shall block the application money in the bank account specified in the ASBA, on the basis of an authorisation to this effect given by the account holder in the ASBA. The application money shall remain blocked in the bank account till finalisation of the basis of allotment of the issue or till withdrawal/ failure of the issue or till withdrawal / rejection of the application, as the case may be. The application data shall thereafter be uploaded by the SCSBs in the electronic bidding system through a web-enabled interface provided by the Stock Exchanges. 30
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. 31
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
26 · SEBI Circular no. CIR/CFD/DIL/4/2013 dated January 23, 2013
27 · SEBI Circular no. SEBI/CFD/DIL/ASBA/1/2009/30/12 dated December 30, 2009; SEBI Circular No. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015; SEBI Circular no. SEBI/HO/CFD/CIR/P/2016/26 dated January 21, 2016; SEBI Circular no. SEBI/HO/CFD/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
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 shares in the depository account of the investors, as specified for public issues, shall be followed in the case of rights issues also to the extent relevant for rights issue. The role and responsibilities of SCSBs, Stock Exchanges, RTAs and Merchant Bankers for public issues, shall be applicable mutatis mutandis to rights issue also. 33
6 · Application-cum-Bidding Form and Manner of Disclosure 34
6 · 1. There shall be a single standardized Application-Cum-Bidding-Form for investors. The full text of data fields required in Application-Cum-Bidding-Form is given at Annexure X35 and an illustrative format for Application -Cum -Bidding-Form is given at Annexure XI36. A gist of major changes is given below: 37
6 · 1.1. the placement of the data fields has been done keeping in mind the ease of reference to investors/intermediaries for identification of name of the issue.
6 · 1.2. company specific information is now included in abridged prospectus.
6 · 1.3. information / instruction(s) which are required to fill the form have been placed overleaf of the Application Form. Remaining information / instruction(s) which are generic in nature have been incorporated in General Information Document
6 · 1.4. the pre-printing of prefix number in the Application Form has been done away with to reduce errors caused in data entry. All forms shall henceforth carry eight digit application numbers which shall be serially numbered. Serial number may be system generated or stamped with automatic numbering machine and the forms should be date and time stamped at the bidding centers. In order to ensure correct categorization of bids, special series shall be used for employees (where employee reservation is applicable).
32 · SEBI Circular no. SEBI/CFD/DIL/ASBA/1/2009/30/12 dated December 30, 2009
33 · SEBI Circular no. SEBI/CFD/DIL/2008/25/09 dated September 25, 2008; SEBI Circular no. SEBI/CFD/DIL/DIP/38/2009/08/20 dated August 20, 2009
34 · SEB Circular no. CIR/CFD/DIL/1/2016 dated January 01, 2016; SEBI Circular no. CIR/CFD/DIL/4/2011 dated September 27, 2011; SEBI Circular no. CIR/CFD/14/2012 dated October 04, 2012; SEBI Circular no. CIR/CFD/DIL/7/2010 dated July 13, 2010
35 · SEB Circular no. CIR/CFD/DIL/1/2016 dated January 01, 2016
36 · SEBI Circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018.
37 · SEBI Circular no. CIR/CFD/DIL/4/2011 dated September 27, 2011
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 applications in public issues. 40
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: 41
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: 42
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 day before opening of the public issue.
6 · 5.3. A unique application number for an issue is generated for every ASBA form downloaded and printed from the websites.
38 · SEBI Circular no. CIR/CFD/DIL/4/2011 dated September 27, 2011
39 · SEBI Circular no. CIR/CFD/14/2012 dated October 04, 2012
40 · SEBI Circular no. CIR/CFD/DIL/7/2010 dated July 13, 2010
41 · SEBI Circular no. CIR/CFD/DIL/7/2010 dated July 13, 2010
42 · SEBI Circular no. CIR/CFD/DIL/7/2010 dated July 13, 2010
6 · 5.4. Investors have online access to soft copy of the prospectus / abridged prospectus of the public issue.
6 · 5.5. For revisions of bids, investors can take print of a bid revision form.
6 · 6. Merchant Bankers and SCSBs shall provide a hyperlink to BSE or NSE websites for this facility on their websites.
7 · Role and Responsibilities of Intermediaries in ASBA Facility 43
7 · 1. The details of the role and responsibilities of Intermediaries such as SCSBs, Registrars, Merchant Bankers and Stock Exchanges in the ASBA facility are given in Annexure XII, for due compliance by the respective intermediary.
8 · Payment of Commission and Processing Fee
8 · 1. In Public Issues, Intermediaries are entitled for selling commission for ASBA forms procured 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 in the format prescribed in Annexure XIII with a copy to the Registrar to the Issue, subject to the following conditions:
8 · 5.1. The application shall be made no later than 30 days from the finalization of basis of allotment by Registrar to the Issue.
43 · SEBI Circular no. SEBI/CFD/DIL/ASBA/1/2009/30/12 dated December 30, 2009
44 · SEBI Circular no. CIR/CFD/DIL/8/2010 dated October 12, 2010
45 · SEBI Circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015
46 · SEBI Circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015
47 · SEBI Circular no. CIR/CFD/DIL/8/2010 dated October 12, 2010
48 · SEBI Circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022;
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 · 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 50
9 · 2.1. For the purpose of making payment of balance money for calls in respect of partly paid specified securities, the additional channels are tabulated below:
9 · 3. Period of subscription: The payment period for payment of balance money in calls shall be kept open for fifteen days.
9 · 4. 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
2 · 1. National Payments Corporation of India (NPCI): NPCI, a Reserve Bank of India (RBI) initiative, is an umbrella organization for all retail payments in India. It has been set up with the guidance and support of the Reserve Bank of India (RBI) and Indian Banks Association (IBA).
2 · 2. Unified Payments Interface (UPI): UPI is an instant payment system developed by the NPCI. It enables merging several banking features , seamless fund routing & merchant payments into one hood . UPI allows instant transfer of money between any two persons ' bank accounts using a payment address which uniquely identifies a person's bank a/c.
2 · 3. Sponsor Bank: Sponsor Bank means a Banker to the Issue registered with SEBI 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:
51 · SEBI Circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 01, 2018
4 · Process of becoming a Sponsor Bank
4 · 1. Banks desirous of becoming Sponsor Bank and to be eligible to be appointed as a Sponsor Bank by the Issuer shall complete the following formalities:
4 · 1.1. Register with SEBI as Bankers to an Issue in terms of the Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994
4 · 1.2. UPI certification as specified , with NPCI
4 · 1.3. Mock trial run of the systems with Stock Exchange and RTAs, and
4 · 1.4. Certify to SEBI about readiness to act as a Sponsor Bank and for inclusion of their name in SEBI ' s list of Sponsor Bank , as per the format specified in Annexure XIV .
5 · Process of UPI 2.0 Certification by Self Certified Syndicate Banks (SCSBs)
5 · 1. All SCSBs offering facility of making application in public issues shall also provide facility to make application using UPI.
5 · 2. For this purpose , all SCSBs shall undertake necessary certification with NPCI.
5 · 3. Certify to SEBI about readiness to provide facility to investor to make application using UPI as an alternate payment mechanism , as per the format specified in Annexure VII .
52 · SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 05, 2022
7 · 1. The details of investor viz . PAN, DP ID / Client ID, entered in the Stock Exchanges platform at the time of bidding , shall be validated by 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 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 to their investors in use of UPI while making applications in public issues.
10 · 2. The text of data fields required in the Application-cum-bidding-form relating to UPI and an illustrative Application-cum-bidding-form is placed at Annexure XVI .
10 · 3. Merchant bankers shall ensure that appropriate disclosures with respect to UPI are made in offer documents and advertisements in accordance abovementioned requirements. Format for the advertisement will be issued separately .
11 · SCSBs on UPI53
11 · 1. Applications through UPI in IPOs can be made only through the SCSBs/mobile applications (apps) whose name appears on the SEBI website – www.sebi.gov.in at the following path:
53 · SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019
11 · 2. The details of SCSBs and mobile application , which are live for applying in public issues using UPI mechanism is available on SEBI website www.sebi.gov.in .
11 · 3. An investor shall ensure that when applying in IPO using UPI, the name of his Bank appears in the list of SCSBs displayed on the SEBI website which are live on UPI. Further, he/she shall also ensure that the name of the app and the UPI handle being used for making the application is also appearing in the aforesaid list.
11 · 4. An application made using incorrect UPI handle or using a bank account of an SCSBs or bank which is not mentioned in the aforesaid list is liable to be rejected .
12 · Retention of forms by Intermediaries 54
12 · 1. Intermediaries shall retain physical application forms submitted by retail individual investors with UPI as a payment mechanism , for a period of six months and thereafter forward the same to the issuer/Registrar to Issue . However, in case of Electronic forms , "printouts" of such applications need not be retained or sent to the issuer. Intermediaries shall , at all times, maintain the electronic records relating to such forms for a minimum 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 .
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.
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 place measures to have a uniform policy and to further streamline the reconciliation process among intermediaries/SCSBs.
13 · 3. In terms of Regulations 23(2), 23(4), 23(5) , 271 , Schedules I & II of the ICDR Regulations 2018, the Lead Manager is the nodal entity for any issues arising out of a public issuance process and the timelines, processes and compensation policy defined in this circular shall form part of the agreement(s) that shall be signed among the intermediaries. Lead Managers shall ensure the adherence of timelines, processes and compensation policy by intermediaries.
13 · 4. In order to ensure timely response with regard to IPO process, SCSBs shall identify the nodal officer for IPO applications processed through UPI as a payment mechanism and submit the details as per Annexure XVII to SEBI. For ease of reference, the details of nodal officers of SCSBs shall be hosted on the SEBI Website.
13 · 5. For ensuring timely information to investors, SCSBs/UPI Apps eligible for Public Issues shall send SMS alerts to Investors for all ASBA applications and may also provide the Invoice in the Inbox as an additional feature to verify the UPI mandate details. The SMS/Invoice in the Inbox shall include the details as prescribed in Annexure XVIII .
13 · 6. For ease of doing business, Sponsor Banks shall host a web portal for intermediaries (closed user group) from the date of IPO opening till the date of listing with details of statistics of mandate blocks/unblocks, performance of Apps and UPI Handles, down-time/network latency (if any) across intermediaries and any such processes having an impact/bearing on the IPO bidding process.
13 · 7. Web Portal 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 Bids57: 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
13 · 9. Cancelled/Withdrawn/Deleted applications 58 : 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 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 59 : 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 NonAllottees/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.
13 · 10.3. SCSB's shall ensure that the unblock for non -allotted/partial-allotted applications is completed by the closing hours of bank day on T+2. SCSB's shall submit the confirmation on the same, to Lead Managers and RTA, not later than T+2. Such report shall be submitted as per the format prescribed in Annexure XX
60 · .
13 · 11. SCSBs failing to provide the details as per A Annexure XX to Lead Managers/RTI, not later than T+2 shall be liable to face appropriate action under Securities Laws . In order to provide an efficient redressal mechanism for complaints from investors pertaining to Block/Unblock of funds, to protect the interests of investors and to avoid any opportunity loss, the compensation structure as prescribed in Annexure XXI shall be applicable . SCSBs shall compensate all
58 · SEBI Circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/2480/1/M dated March 16, 2021
59 · SEBI Circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/2480/1/M dated March 16, 2021
60 · SEBI Circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022
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:
13 · 13. The compensation prescribed above shall be applicable to all ASBA applications processed by the SCSBs. 61
13 · 14. Lead Managers shall ensure that the payment of Processing fee/Selling commission to the intermediaries 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. 62
61 · SEBI Circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022
62 · SEBI Circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022
5 · 1. 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
5 · 2. The PAN linked to the bank account of the applicant shall be part of the bidding data on the Stock Exchanges platform.
63 · SEBI circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 09, 2023
10 · Working days shall be all trading days of Stock Exchanges excluding Sundays and bank holidays. 65
11 · The merchant bankers shall ensure that appropriate disclosures are made in offer documents in accordance with this chapter. 66
64 · SEBI Circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 01, 2018
65 · SEBI Circular no. SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 08, 2019
66 · SEBI Circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 01, 2018
1 · Return of Draft Offer Document:
1 · 1. Disclosures made in the draft offer document do not satisfy one or more of the following requirements:
1 · 2. The draft offer document requires:
1 · 3. The information required to be included in the draft offer document is not clearly understandable without the necessity of referring to the general rules and 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.
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.
2 · Resubmission of Draft Offer Document:
2 · 1. While there shall be no requirement for payment of any fees on account of resubmission of draft offer document, the requirement for paying applicable fees for the changes, if any, in terms of changes specified in Schedule XVI of the ICDR Regulations for the updated offer document shall continue to apply as is applicable to issuer for updation in offer document.
2 · 2. There shall be no refund of the filing fees on account of non-submission of draft offer document by the issuer after return.
2 · 3. The issuer, within two days of resubmission of draft offer document with the Board, shall make a public announcement in the mode and manner as specified under ICDR Regulations, as applicable, and the issuer shall also include a disclosure that it is a resubmitted document.
2 · 4. Issuer shall make written intimation to its sectoral regulator, if any, informing about the return and resubmission of the draft offer document, as applicable.
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.
9 · 8. that in case of ineligibility due to change in the financial status of the Innovators Growth Platform Investors, he/she/it shall inform the Stock Exchange/Depository of such ineligibility.
8 · digit Application Number
8 · digit Application Number
8 · digit Application Number
8 · digit Application Number (Same as that of Main Application form)
8 · digit Application Number
8 · digit Application Number
10 · SCSB shall ensure that the bank accounts specified in the ASBAs are duly blocked to the extent of the application money (including revision in bids, if any) till withdrawal/ rejection of the ASBAs or receipt of instruction from the Registrar to the Issue for 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, 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.
17 · SCSB shall be liable for all its omissions and commissions in discharging its responsibilities in the ASBA facility.
10 · Alerts by Stock Exchanges: Similar to the systems prevalent in case of secondary market transactions, the stock exchanges shall develop the systems to facilitate the investors to view the status of their public issue applications on their websites and sending the details of applications and allotments through SMS and E-mail alerts to the investors.
1 · Channels of submission of application forms
1 · 1. A retail individual investor (RII) can submit the application for subscribing to a public issue through the following channels:
1 · 1.1. Application submitted with Self Certified Syndicate Bank (SCSB) i.e. RIIs bank
1 · 1.2. Application submitted with Intermediary
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 bid details are uploaded on the stock exchange platform , the stock exchange shall send an SMS to the RII regarding submission of his / her application , daily at the end of day basis, during bidding period . For the last day of bidding , the SMS may be sent out the next working day .
2 · 2. The Block Process
2 · 2.1. Post undertaking validation with depository , the stock exchange will , on a continuous basis, electronically share the bid details along with RIIs UPI ID, with the Sponsor Bank appointed by the issue .
2 · 2.2. The Sponsor Bank will initiate a mandate request on the RII i.e . request the RII to authorize blocking of funds equivalent to application amount and subsequent debit of funds in case of allotment.
2 · 2.3. The request raised by the Sponsor Bank , would be electronically received by the RII as a SMS / intimation on his / her mobile no . / mobile app , associated with UPI ID linked bank account.
5 · Entering of UPI PIN
6 · Confirmation page
7 · Approved mandates visible in UPI application
2 · . 2 . 4 . The RII would be able to view the amount to be blocked as per his / her bid in such intimation . The RII would also be able to view an attachment wherein the IPO bid details submitted by RII will be visible . After reviewing the details properly , RII would be required to proceed to authorize the mandate . Such mandate raised by sponsor bank would be a one-time mandate for each application in the IPO.
2 · . 2 . 5 . Upon successful validation of block request by the RII, as above , the said information would be electronically received by the RIIs' bank, where the funds , equivalent to application amount , would get blocked in RIIs account. Intimation regarding confirmation of such block of funds in RIIs account would also be received by the RII .
2 · . 2 . 6 . The information containing status of block request (e.g . – accepted / decline/ pending) would also be shared with the Sponsor Bank , which in turn would be shared 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 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
2 · . 3 . 4 . Upon confirmation of receipt of funds in the public issue account, shares would be credited to the RII ' s account . RII will be notified for full/partial/no allotment. For partial allotment the remaining funds would be unblocked. For no allotment , mandate would be revoked and application amount would be unblocked for the RII .
2 · . 3 . 5 . Thereafter, Stock Exchanges will issue the listing and trading approval and trading will commence next working day.
1 · Main Application form
1 · 1. Payment details – UPI ID with maximum length of 45 characters
1 · 2. Acknowledgement Slip for SCSB / Broker / RTA / DP
1 · 2.1. Payment details to include UPI ID
1 · 3. Acknowledgement Slip for Bidder
1 · 3.1. Payment details to include UPI ID
2 · 1. Bidder ' s Undertaking and confirmation
2 · 2. Instructions with respect to payment / payment instrument
3 · 1. Payment details – UPI ID with maximum length of 45 characters
3 · 2. Acknowledgement Slip for SCSB / Broker / RTA / DP
3 · 2.1. Payment details to include UPI ID
3 · 3. Acknowledgement Slip for Bidder
3 · 3.1. Payment details to include UPI ID
4 · 1. Instructions with respect to payment / payment instrument
4 · Further, as on (T+2 Date):
SEBI/HO/CFD/PoD -1/P/CIR/2024/0154 — THE SECURITIES AND EXCHANGE BOARD OF INDIA ACT, 1992 — Roop's Law Assist Statutes