SECURITIES AND EXCHANGE BOARD OF INDIA (DISCLOSURE AND INVESTOR PROTECTION) GUIDELINES, 2000

1 · (1.1) Short title, commencement, etc.

1 · 2 Definitions

1 · 2.1 In these Guidelines, unless the context otherwise requires;

2 · (ia) "Abridged Letter of Offer" in relation to a rights issue means the abridged form of a letter of offer which satisfies the minimum requirements laid down in Section IV of Chapter VI of the Guidelines);

3 · (ib)) "Abridged Prospectus" means the memorandum as prescribed in Form 2A under Sub-section (3) of Section 56 of the Companies Act, 1956;

4 · ((iii-a) "Application Supported by Blocked Amount (ASBA)" means an application for subscribing to an issue containing an authorisation to block the application money in a bank account.)

1 · Renumbered clause 1 as "clause 1.1", vide SEBI Circular No. SEBI/CFD/DIL/DIP/14/2005/25/1 dated January 25, 2005.

2 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/19/2006/31/3 dated March 31, 2006.

3 · Renumbered sub-clause (i) as "clause (ib)", vide SEBI Circular No. SEBI/CFD/DIL/DIP/19/2006/31/3 dated March 31, 2006.

4 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/31/2008/30/7 dated July 30, 2008.

5 · ((iii-b) "ASBA Investor" means an Investor who intends to apply through ASBA process and

6 · (viii-a) "Convertible Debt Instrument" means an instrument or security which creates or acknowledges indebtedness and is convertible into equity shares at a later date, at or without the option of the holder of the instrument or the security of a body corporate, whether constituting a charge on the assets of the body corporate or not);

5 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/31/2008/30/7 dated July 30, 2008.

6 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/31/2008/28/8 dated August 28, 2008.

8 · (xii-a) "Designated Stock Exchange" means a stock exchange in which securities of the company are listed or proposed to be listed and which is chosen by the company for purposes of a particular issue under these guidelines.

10 · (xiic) "Fast Track Issue" means a public issue or rights issue made by a listed company which satisfies all the requirements of clause 2.1.2A.)

7 · Omitted the following sub-clause 1.2.1(xi), vide SEBI/CFD/DIL/DIP/32/2008/28/08 dated August 28, 2008:

8 · Inserted vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003.

9 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/13/2004/28/5 dated May 28, 2004.

10 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007.

11 · (xiii-a) "Green Shoe Option" means an option of allocating shares in excess of the shares included in the public issue and operating a post-listing price stabilizing mechanism in accordance with the provisions of Chapter VIII-A of these Guidelines, which is granted to a company to be exercised through a Stabilising Agent.)

12 · (xix a) "Mutual fund" means a mutual fund registered with the Board under the SEBI (Mutual Funds) Regulations, 1996.)

13 · (xix b)) 14 ("Networth" means aggregate of value of the paid up equity capital and free reserves (excluding reserves created out of revaluation) reduced by the aggregate value of accumulated losses and deferred expenditure not written off (including miscellaneous expenses not written off) as per the audited balance sheet.)

11 · Inserted vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003.

12 · Inserted vide SEBI/CFD/DIL/DIP/16/2005/19/9 dated September 19, 2005.

13 · Renumbered sub-clause (xix a) as "sub-clause (xix b)", vide SEBI Circular No. SEBI/CFD/DIL/DIP/16/ 2005/19/9 dated September 19, 2005.

14 · Substituted vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003 for the following:

15 · (xxiv a)) "Qualified Institutional Buyer" means

16 · ( 17 (xxiv b))) "Resident retail individual investor" means a Retail Individual Investor who is a person resident in India as defined in Foreign Exchange Management Act, 1999.

18 · ( 19 ( 20 (xxiv c))) "Retail Individual Investor" means an investor who applies or bids for securities of or for a value of not more than 21 (Rs.1,00,000/-).)

15 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/31/2008/28/8 dated August 28, 2008.

16 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/31/2008/30/7 dated July 30, 2008.

17 · Renumbered sub-clause (xxiva) as "sub-clause (xxiv b)", vide SEBI Circular No. SEBI/CFD/DIL/DIP/31/2008/ 28/8 dated August 28, 2008.

22 · ( 23 (xxiv d)) "Retail Individual Shareholder" means a shareholder of a listed company, who –

24 · ((xxvi-a) "Self Certified Syndicate Bank (SCSB)" is a Banker to an Issue registered under SEBI (Bankers to an Issue) Regulations, 1994 which offers the service of making an Applications Supported by Blocked Amount and recognized as such by the Board)

25 · ( 26 (xxvi-aa) "Shelf Prospectus" means a shelf prospectus within the meaning of clause (b) of the Explanation to Section 60A of the Companies Act, 1956.))

18 · Inserted vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003.

19 · Renumbered sub-clause (xxiv-a) as "sub-clause (xxiv-aa)" vide SEBI Circular No SEBI/CFD/DIL/DIP/31/2008/ 30/7 dated July 30, 2008.

20 · Renumbered sub-clause (xxivaa) as "sub-clause (xxiv c)" vide SEBI Circular No. SEBI/CFD/DIL/DIP/31/2008/ 28/8 dated August 28, 2008.

21 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/15/2005/29/3 dated March 29, 2005 for the letters and figures "Rs. 50,000/-".

22 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007.

23 · Renumbered sub-clause (xxiv b) as "sub-clause (xxiv d)" vide SEBI Circular No. SEBI/CFD/DIL/DIP/31/2008/ 28/8 dated August 28, 2008.

24 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/31/2008/30/7 dated July 30, 2008.

25 · Renumbered sub-clause (xxiv-a) as "sub-clause (xxiv-aa)" vide SEBI Circular No. SEBI/CFD/DIL/DIP/31/2008/ 30/7 dated July 30, 2008.

26 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/12/2004/8/4 dated April 8, 2004.

27 · (1.3) All other words and expressions used but not defined in these Guidelines, but defined in the Act or in the Companies Act, 1956 or in Securities Contracts (Regulation) Act, 1956 and/ or the Rules and the Regulations made thereunder, shall have the meanings respectively assigned to them in such Acts or the Rules or the Regulations made thereunder or any statutory modification or re-enactment thereto, as the case may be.

1 · 4 Applicability of the Guidelines

28 · (Provided that in case of the rights issue where the aggregate value of the securities offered is less than Rs.50 Lakhs, the company shall prepare the letter of offer in accordance with the disclosure requirements specified in these guidelines and file the same with the Board for its information and for being put on the SEBI website.)

27 · Renumbered "clause 1.3.1" as "clause 1.3" vide SEBI Circular No. SEBI/CFD/DIL/DIP/14/2005/25/1 dated January 25, 2005.

28 · Inserted vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003.

2 · 0 Conditions for issue of securities

29 · (The companies issuing securities offered through an offer document shall satisfy the following at the time of filing the draft offer document with SEBI 30 (, unless specified otherwise in the Chapter) and also at the time of filing the final offer document with the Registrar of Companies/ Designated Stock Exchange:)

2 · 1 Filing of offer document

2 · 1.1 31 (No issuer company shall make any public issue of securities, unless a draft Prospectus has been filed with the Board through a Merchant Banker, at least 30 days prior to the filing of the Prospectus with the Registrar of Companies (ROC):

29 · Substituted vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003 for the following: "The companies issuing securities offered through an offer document, shall, satisfy the following:"

30 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/25/2007/30/4 dated April 30, 2007.

31 · Substituted clause 2.1.1, vide SEBI Circular No. SEBI/CFD/DIL/DIP/25/2007/30/4 dated April 30, 2007, for the following:

2 · 1.2 32 (No listed issuer company shall make any rights issue of securities, 33 (where the aggregate value of such securities, including premium, if any, exceeds Rs. 50 lacs,) unless a draft letter of offer has been filed with the Board, through a Merchant Banker, at least 30 days prior to the filing of the letter of offer with the Designated Stock Exchange (DSE).

32 · Substituted clause 2.1.2, vide SEBI Circular No. SEBI/CFD/DIL/DIP/25/2007/30/4 dated April 30, 2007, for the following:

33 · In SEBI Circular No. SEBI/CFD/DIL/DIP/25/2007/30/4 dated April 30, 2007, the words "where the aggregate value of such securities, including premium, if any, exceeds Rs. 50 lacs," were inadvertently omitted in the opening para of the amended clause 2.1.2. The same clarified vide SEBI Circular No. SEBI/CFD/DIL/DIP/26/ 2007/24/5 dated May 24, 2007.

34 · (2.1.2A Fast Track Issues

2 · 1.2A.1 Nothing contained in clauses 2.1.1 and 2.1.2 shall apply to a public issue of securities by a listed issuer company or a rights issue of securities by a listed issuer company, where the aggregate value of such securities, including premium, if any, exceeds Rs. 50 lacs, if the following conditions are satisfied:

34 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007.

2 · 1.2A.2 A listed issuer company satisfying all the requirements specified in this clause and filing a red herring prospectus (in case of a book built issue) or prospectus (in case of a fixed price issue) with ROC or letter of offer with Designated Stock Exchange, as the case may be, shall simultaneously with such filing or as soon thereafter as reasonably practicable, but in any case not later than the opening of the issue, file a copy thereof with the Board.")

2 · 1.3 Companies barred not to issue security

2 · 1.4 Application for listing

2 · 1.5 Issue of securities in dematerialised form

2 · 1.5.1 No company shall make public or rights issue or an offer for sale of securities, unless:

2 · 2 35 (Initial Public Offerings by Unlisted Companies)

2 · 2.1 36 (An unlisted company may make an initial public offering (IPO) of equity shares or any other security which may be converted into or exchanged with equity shares at a later date, only if it meets all the following conditions:

35 · Substituted vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003 for the following: " Public Issue by Unlisted Companies".

36 · Substituted clause 2.2.1, vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003, for the following: "2.2.1 An unlisted company shall make a public issue of any equity shares or any security convertible into equity shares at a later date subject to the following:-

2 · 2.2 37 (An unlisted company not complying with any of the conditions specified in Clause 2.2.1 may make an initial public offering (IPO) of

37 · Substituted clause 2.2.2, vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003, for the following: "2.2.2 An unlisted company can make a public issue of equity shares or any security convertible into equity shares at a later date, only through the book-building process if ,

37 · (State Industrial Development Corporations)

37 · (Foreign Venture capital investors registered with SEBI.)

39 · (a) Market makers undertake to offer buy and sell quotes for a minimum depth of 300 shares;

40 · (b) Market makers undertake to ensure that the bid-ask spread (difference between quotations for sale and purchase) for their quotes shall not at any time exceed 10%:

41 · (c) The inventory of the market makers on each of such stock exchanges, as on the date of allotment of securities, shall be at least 5% of the proposed issue of the company.)

38 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/16/2005/19/9 dated September 19, 2005 for the letters and figures "50% of the issue size". .

39 · Numbered the bulleted sub-clause, vide SEBI Circular No. SEBI/CFD/DIL/DIP/14/2005/25/1 dated January 25, 2005.

40 · Numbered the bulleted sub-clause, vide SEBI Circular No. SEBI/CFD/DIL/DIP/14/2005/25/1 dated January 25, 2005.

42 · (2.2.2A An unlisted public company shall not make an allotment pursuant to a public issue or offer for sale of equity shares or any security convertible into equity shares unless, in addition to satisfying the conditions mentioned in Clause 2.2.1 or 2.2.2 as the case may be, the prospective allottees are not less than one thousand (1000) in number.)

43 · (2.2.2B For the purposes of clauses 2.2.1 and 2.2.2 above:

41 · Numbered the bulleted sub-clause, vide SEBI Circular No. SEBI/CFD/DIL/DIP/14/2005/25/1 dated January 25, 2005.

42 · Inserted vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003.

2 · 2.3 Offer for sale

2 · 2.3.1 45 (An offer for sale shall not be made of equity shares of a company or any other security which may be converted into or exchanged with equity shares of the company at a later date, unless the conditions laid down in clause 2.2.1 or 2.2.2, as the case may be and in clause 2.2.2A, are satisfied.)

2 · 2.4 Offer for sale can also be made if provisions of clause 2.2.2 are complied at the time of submission of offer document with Board.

2 · 3 Public Issue by Listed Companies

2 · 3.1 46 (A listed company shall be eligible to make a public issue of equity shares or any other security which may be converted into or exchanged with equity shares at a later date:

44 · Omitted the following sub-clause 2.2.2B(v) vide SEBI/CFD/DIL/DIP/32/2008/28/08 dated August 28, 2008:

44 · (l. National Investment Fund set up by resolution no. F. No. 2/3/2005-DDII dated November 23, 2005 of Government of India published in the Gazette of India."

46 · Substituted clause 2.3.1, vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003, for the following:

2 · 3.2 48 (A listed company which does not fulfill the conditions given in the provisos to Clause 2.3.1 above shall be eligible to make a public issue, subject to complying with the conditions specified in clause 2.2.2.)

2 · 3.3 49 (Deleted)

2 · 4 Exemption from Eligibility Norms

2 · 4.1 The provisions of clauses 50 (2.2 and 2.3) shall not be applicable in case of:

47 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/14/2005/25/1 dated January 25, 2005.

49 · Omitted the following clause 2.3.3, vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003:

51 · (whose project has been appraised by a Public Financial Institution (PFI) or Infrastructure Development Finance Corporation (IDFC) or Infrastructure Leasing and Financing Services Ltd. (IL&FS) or a bank which was earlier a PFI; and)

2 · 5 Credit Rating for Debt Instruments

53 · (2.5.1A No issuer company shall make a public issue or rights issue of 54 (convertible debt instruments), unless the following conditions are

50 · Substituted vide SEBI Circular No. DIP (Compendium) Circular No. 3 dated August 04, 2000 for "2.2.1, 2.2.2 and 2.3.1".

51 · Substituted vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003 for the following: "whose project has been appraised by a Public Financial Institution or Infrastructure Development Finance Corporation (IDFC) or Infrastructure Leasing and Financing Services Ltd. (IL&FS) and".

52 · Omitted the following explanation, vide SEBI Circular No. DIP (Compendium) Circular No. 3 dated August 04, 2000, for the following:

53 · Substituted clause 2.5.1A and clause 2.5.1B, vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003, for the following:

2 · 5.1B 56 (Deleted)

2 · 5.2 57 (Where credit ratings are obtained from more than one credit rating agencies, all the ratings, including the unaccepted ratings, shall be disclosed in the offer document.)

2 · 5.3 58 (Deleted.)

2 · 5.4 All the credit ratings obtained during the three (3) years preceding the pubic or rights issue of debt instrument (including convertible instruments) for any listed security of the issuer company shall be disclosed in the offer document.

54 · Substituted vide SEBI/CFD/DIL/DIP/32/200/28/8 dated August 28, 2008 for the words and brackets "debt instruments (whether convertible or not)".

55 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/29/2007/03/12 dated December 3, 2007 for the following:

57 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/29/2007/03/12 dated December 3, 2007 for the following:

58 · Omitted the following vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003:

59 · (2.5A IPO Grading

2 · 5A.1 No unlisted company shall make an IPO of equity shares or any other security which may be converted into or exchanged with equity shares at a later date, unless the following conditions are satisfied as on the date of filing of Prospectus (in case of fixed price issue) or Red Herring Prospectus (in case of book built issue) with ROC:

2 · 6 Outstanding Warrants or Financial Instruments

2 · 6.1 No unlisted company shall make a public issue of equity share or any security convertible at later date into equity share, if there are any outstanding financial instruments or any other right which would entitle the existing promoters or shareholders any option to receive equity share capital after the initial public offering.

2 · 7 Partly Paid-up Shares

2 · 7.1 No company shall make a public or rights issue of equity share or any security convertible at later date into equity share, unless all the existing partly paid-up shares have been fully paid or forfeited in a manner specified in clause 8.6.2.

60 · (2.8 Means of Finance

59 · Inserted clause 2.5A, vide SEBI Circular No. SEBI/CFD/DIL/DIP/25/2007/30/4 dated April 30, 2007.

60 · Inserted vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003.

3 · 0 The companies eligible to make public issue can freely price their equity shares or any security convertible at later date into equity shares in the following cases:

3 · 1 Public/ Rights Issue by Listed Companies

3 · 1.1 A listed company whose equity shares are listed on a stock exchange, may freely price its equity shares and any security convertible into equity at a later date, offered through a public or rights issue.

3 · 2 Public Issue by Unlisted Companies

3 · 2.1 An unlisted company eligible to make a public issue and desirous of getting its securities listed on a recognised stock exchange pursuant to a public issue, may freely price its equity shares or any securities convertible at a later date into equity shares.

61 · (3.2A) Infrastructure company

62 · (3.2A.1) An eligible infrastructure company shall be free to price its equity shares, subject to the compliance with the disclosure norms as specified by SEBI from time to time.

3 · 3 Initial public Issue by Banks

3 · 3.1 The banks (whether public sector or private sector) may freely price their issue of equity shares or any securities convertible at a later date into equity share, subject to approval by the Reserve Bank of India.

3 · 4 Differential Pricing

3 · 4.1 Any unlisted company or a listed company making a public issue of equity shares or securities convertible at a later date into equity shares, may issue such securities to applicants in the firm allotment category at a price different from the price at which the net offer to the public is made, provided that the price at which the security is being offered to the applicants in firm allotment category is higher than the price at which securities are offered to public.

61 · Numbered vide SEBI Circular No. SEBI/CFD/DIL/DIP/14/2005/25/1 dated January 25, 2005.

62 · Renumbered clause "3.2.3" as 3.2A.1, vide SEBI Circular No. SEBI/CFD/DIL/DIP/14/2005/25/1 dated January 25, 2005.

63 · (3.4.1A An unlisted company or a listed company making a public issue of equity shares or securities convertible at a later date into equity shares may issue such securities to retail individual investors and/or retail individual shareholders at a price lower than the price at which net offer is made to other categories of public.

3 · 4.2 A listed company making a composite issue of capital may issue securities at differential prices in its public and rights issue.

3 · 4.3 In the public issue which is a part of a composite issue, differential pricing as per 64 (sub-clauses 3.4.1 and 3.4.1A) above is also permissible.

3 · 4.4 Justification for the price difference shall be given in the offer document for 65 (sub-clauses 3.4.1, 3.4.1A and 3.4.2).

3 · 5 Price Band

3 · 5.1 Issuer company can mention a price band of 20% (cap in the price band should not be more than 20% of the floor price) in the offer documents filed with the Board and actual price can be determined at a later date before filing of the offer document with ROCs.

3 · 5.2 If the Board of Directors has been authorised to determine the offer price within a specified price band such price shall be determined by a Resolution to be passed by the Board of Directors.

3 · 5.3 66 (The Lead Merchant Bankers shall ensure that in case of the listed companies, a 48 hours notice of the meeting of the Board of Directors for

63 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007.

64 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007 for the words "sub-clause 3.4.1".

65 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007 for the words " sub-clauses 3.4.1 and 3.4.2"

66 · Substituted vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003 for the following:

67 · (3.5.4 In case of public issue by listed issuer company, issue price or price band may not be disclosed in the draft prospectus filed with the Board.)

68 · (3.5.5 In case of a rights issue, issue price or price band may not be disclosed in the draft letter of offer filed with the Board. The issue price may be determined anytime before fixation of the record date, in consultation with the Designated Stock Exchange.)

69 · (3.5.6) The final offer document shall contain only one price and one set of financial projections, if applicable.

3 · 6 Payment of Discounts/ Commissions, etc.

3 · 6.1 No payment, direct or indirect in the nature of a discount, commission, allowance or otherwise shall be made either by the issuer company or the promoters in any public issue, to the persons who have received firm allotment in such public issue.

3 · 7 Freedom to determine the denomination of shares for public / rights issues and to change the standard denomination

3 · 7.1 70 (An eligible company shall be free to make public or rights issue of equity shares in any denomination determined by it in accordance with Sub-section (4) of Section 13 of the Companies Act, 1956 and in compliance with the following and other norms as may be specified by SEBI from time to time:

67 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/19/2006/31/3 dated March 31, 2006.

68 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/19/2006/31/3 dated March 31, 2006.

69 · Renumbered clause 3.5.4 as "clause 3.5.6", vide SEBI Circular No. SEBI/CFD/DIL/DIP/19/2006/31/3 dated March 31, 2006.

70 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/13/2004/28/5 dated May 28, 2004 for the following: "An eligible company shall be free to make public or rights issue of equity shares in any denomination determined by it in accordance with sub-section (4) of section 13 of the Companies Act, 1956 and in compliance with the norms as specified by SEBI in circular no.SMDRP/POLICY/CIR-16/99 dated June 14, 1999 and other norms as may be specified by SEBI from time to time."

71 · (Provided that nothing contained in sub-clause (i) shall apply to initial public offer made by any government company, statutory authority or corporation or any special purpose vehicle set up by any of them, which is engaged in infrastructure sector.

71 · Inserted proviso to sub-clause (i) and Explanation to the proviso, vide SEBI Circular No. SEBI/CFD/DIL/DIP/ 27/2007/10/7 dated July 10, 2007.

3 · 7.2 The companies which have already issued shares in the denomination of Rs.10/- or Rs.100/- may change the standard denomination of the shares by splitting or consolidating the existing shares.

3 · 7.3 The companies proposing to issue shares in any denomination or changing the standard denomination in terms of clause 3.7.1 or 3.7.2 above shall comply with the following:

4 · 0 72 (Promoters' contribution in any issue shall be in accordance with the following provisions as on –

4 · 1 Promoters' Contribution in a Public Issue by Unlisted Companies

4 · 1.1 In a public issue by an unlisted company, the promoters shall contribute not less than 20% of the post issue capital.

4 · 1.2 73 (Deleted)

4 · 2 Promoters' Shareholding in Case of Offers for Sale

4 · 2.1 The promoters' shareholding after offer for sale shall not be less than 20% of the post issue capital.

4 · 3 Promoters' Contribution in Case of Public Issues by Listed Companies

4 · 3.1 In case of public issues by listed companies, the promoters shall participate either to the extent of 20% of the proposed issue or ensure post-issue share holding to the extent of 20% of the post-issue capital.

4 · 4 Promoters' Contribution in Case of Composite Issues

4 · 4.1 In case of composite issues of a listed company, the promoters' contribution shall at the option of the promoter(s) be either 20% of the proposed public issue or 20% of the post-issue capital.

72 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007 for the following:

73 · Omitted the following clause vide SEBI Circular No. RMB (Compendium) Series Circular No. 2 (1999-2000) dated February 16, 2000:

4 · 4.2 Rights issue component of the composite issue shall be excluded while calculating the post-issue capital.

4 · 5 74 (Deleted)

4 · 6 Securities Ineligible for Computation of Promoters' Contribution

4 · 6.1 Where the promoters of any company making an issue of securities have acquired equity during the preceding three years, before filing the offer documents with the Board, such equity shall not be considered for computation of promoters contribution if it is;

4 · 6.2 In case of public issue by unlisted companies, securities which have been 76 (acquired by) the promoters during the preceding one year, at a price lower than the price at which equity is being offered to public shall not be eligible for computation of promoters' contribution.

77 · (Provided further that nothing contained in clause 4.6.2 shall apply to shares acquired by promoters interse, if such shares had been acquired by the transferor promoter during the preceding one year at a price equal or higher than the price at which equity is being offered to

74 · Omitted the following clauses vide SEBI Circular No. RMB (Compendium) Series Circular No. 2 (1999-2000) dated February 16, 2000:

4 · 5.1 For unlisted infrastructure companies eligible to bring out public issues at premium in accordance with Clause 3.2.3 of Chapter III, the promoters alongwith equipment suppliers and other strategic investors shall contribute not less than 50% of the post issue capital of the issuer company at the same or higher price than the price at which the securities are being offered to the public.

4 · 5.2 The contribution by equipment suppliers and other strategic investors shall be eligible to be treated as promoters contribution."

75 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/25/2007/30/4 dated April 30, 2007.

76 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/25/2007/30/4 dated April 30, 2007 for the words "issued to".

77 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/25/2007/30/4 dated April 30, 2007.

78 · (Provided further that nothing contained in clause 4.6.2 shall apply to an unlisted government company, statutory authority or corporation or any special purpose vehicle set up by any of them, which is engaged in infrastructure sector.

79 · (Provided further that nothing contained in clause 4.6.2 shall apply to shares acquired by promoters in lieu of business and invested capital which had been in existence for a period of more than one year prior to the restructuring scheme under sections 391-394 of the Companies Act, 1956, as approved by a High Court, which entitled the promoters to acquire such shares.)

4 · 6.3 In respect of companies formed by conversion of partnership firms, where the partners of the erstwhile partnership firm and the promoters of the converted company are the same and there is no change in management, the shares allotted to the promoters during previous one year out of the funds brought in during that period shall not be considered eligible for computation of promoters contribution unless such shares have been issued at the same price at which the public offer is made.

4 · 6.4 In respect of Clauses 4.6.1, 4.6.2 and 4.6.3, such ineligible shares acquired in pursuance to a scheme of merger or amalgamation approved by a High Court shall be eligible for computation of promoters' contribution.

80 · (4.6.4A Pledged securities held by promoters shall not be eligible for computation of promoters' contribution.)

78 · Inserted proviso to clause 4.6.2 and Explanation thereto, vide SEBI Circular No. SEBI/CFD/DIL/DIP/ 27/2007/10/7 dated July 10, 2007.

79 · Inserted proviso to clause 4.6.2, vide SEBI Circular No. SEBI/CFD/DIL/DIP/32/2008/28/08 dated August 28, 2008 .

80 · Inserted clause, vide SEBI Circular No. SEBI/CFD/DIL/DIP/25/2007/30/4 dated April 30, 2007.

4 · 6.5 For the purposes of computing the promoters' contribution referred to in Clauses 4.1.1, 4.1.2, 4.2.1, 4.3.1, 4.4.1 & 4.5.1 above, minimum contribution of Rs.25000 per application from each individual and minimum contribution of Rs.1 lac from firms and companies (not being business associates like dealers and distributors), shall be eligible to be considered towards promoters' contribution.

4 · 6.6 No securities forming part of promoters' contribution shall consist of any private placement made by solicitation of subscription from unrelated persons either directly or through any intermediary.

4 · 6.7 The securities for which a specific written consent has not been obtained from the respective shareholders for inclusion of their subscription in the minimum promoters' contribution subject to lock-in shall not be eligible for promoters' contribution.

4 · 7 Computation of Promoters' Contribution in Case of Issue of Convertible Security

4 · 7.1 In case of any issue of convertible security by a company, the promoters shall have an option to bring in their subscription by way of equity or by way of subscription to the convertible security being offered through the proposed issue so that the total promoters' contribution shall not be less than the required minimum contribution referred to in Clauses 4.1.1, 4.1.2, 4.2.1, 4.3.1, 4.4.1 & 4.5.1 above.

4 · 7.2 In case of any issue of security convertible in stages either at par or premium (conversion price being predetermined), the promoters' contribution in terms of equity share capital shall not be at a price lower than the weighted average price of the share capital arising out of conversion.

4 · 7.3 The promoters' contribution shall be computed on the basis of postissue capital assuming full proposed conversion of such convertible security into equity.

4 · 8 Promoters' Participation in Excess of the Required Minimum Contribution to be Treated as Preferential Allotment

4 · 8.1 In case of a listed company, participation by promoters in the proposed public issue in excess of the required minimum percentage referred in Clauses 4.3.1 and 4.4.1 shall attract the pricing provisions of Guidelines on preferential allotment, if the issue price is lower than the price as determined on the basis of said preferential allotment guidelines.

4 · 9 Promoters' Contribution to be brought in before Public Issue Opens

4 · 9.1 Promoters shall bring in the full amount of the promoters' contribution including premium at least one day prior to the issue opening date 81 (which shall be kept in an escrow account with a Scheduled Commercial Bank and the said contribution/ amount shall be released to the company along with the public issue proceeds.)

82 · (Provided that, where the promoters' contribution has been brought prior to the public issue and has already been deployed by the company, the company shall give the cash flow statement in the offer document disclosing the use of such funds received as promoters' contribution.)

4 · 9.2 The company's board shall pass a resolution allotting the shares or convertible instruments to promoters against the moneys received.

81 · Inserted vide SEBI Circular No. DIP (Compendium) Circular No. 3 dated August 04, 2000.

82 · Inserted vide SEBI Circular No. DIP (Compendium) Circular No. 3 dated August 04, 2000.

83 · Inserted vide SEBI Circular No. DIP (Compendium) Circular No. 3 dated August 04, 2000.

84 · Inserted vide SEBI Circular No. DIP (Compendium) Circular No. 3 dated August 04, 2000.

4 · 9.3 A copy of the resolution along with a Chartered Accountants' Certificate certifying that the promoters' contribution has been brought in shall be filed with the Board before opening of the issue.

4 · 9.4 The certificate of the Chartered Accountants shall also be accompanied by a list of names and addresses of friends, relatives and associates who have contributed to the promoters' quota along with the amount of subscription made by each of them.

4 · 10 Exemption from Requirement of Promoters' Contribution

4 · 10.1 The requirement of promoters’ contribution shall not be applicable:

4 · 11 Lock in of Minimum Specified Promoters' Contribution in Public Issues

4 · 11.1 In case of any issue of capital to the public the minimum promoters' contribution (as per clause 4.1, 4.2, 4.3, 4.4 & 4.5) shall be locked in for a period of 3 years.

4 · 11.2 The lock-in shall start from the date of allotment in the proposed public issue and the last date of the lock-in shall be reckoned as three years

85 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/14/2005/25/1 dated January 25, 2005.

4 · 12 Lock-in of Excess Promoters' Contribution

4 · 12.1 In case of a public issue by unlisted company, if the promoters' contribution in the proposed issue exceeds the required minimum contribution, such excess contribution shall also be locked in for a period of 86 (one year).

4 · 12.2 In case of a public issue by a listed company, participation by promoters in the proposed public issue in excess of the required minimum percentage shall also be locked-in for a period of 87 (one year) as per the lock-in provisions as specified in Guidelines on Preferential issue.

4 · 12.3 In case shortfall in the firm allotment category is met by the promoter as specified in clause 8.5(e), such subscription shall be locked in for a period of 88 (one year).

4 · 13 89 (Deleted)

4 · 13.1 90 (Deleted)

86 · Substituted vide SEBI Circular No. DIP (Compendium) Circular No. 3 dated August 04, 2000 for "3 years".

87 · Substituted vide SEBI Circular No. DIP (Compendium) Circular No. 3 dated August 04, 2000 for the words "three years".

88 · Substituted vide SEBI Circular No. DIP (Compendium) Circular No. 3 dated August 04, 2000 for the words "three years".

89 · Omitted the following clause vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007:

90 · Omitted the following clause vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007:

4 · 14 Lock-in of pre-issue share capital of an unlisted company

4 · 14.1 91 (The entire pre-issue capital, other than that locked-in as minimum promoters' contribution, shall be locked-in for a period of one year from the date of allotment 92 (in the proposed public issue).

4 · 14.2 93 (Clause 4.14.1 shall not be applicable to:

91 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/19/2006/31/3 dated March 31, 2006 for the following: "The entire pre-issue share capital, other than that locked-in as promoters' contribution, shall be locked-in for a period of one year from the date of commencement of commercial production or the date of allotment in the public issue, whichever is later.

92 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/23/2006/16/10 dated October 16, 2006.

93 · Substituted vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003 for the following:

4 · 14.2 Any security to promoters or other shareholders, issued by way of bonus out of revaluation reserves, within a period of 3 preceding years, shall be locked-in for a period of 3 years from the date of allotment of the proposed issue of capital.

4 · 14.3 In case of unlisted companies, any security issued to promoter or to any other shareholder, during the preceding one year, at a price lower than the price at which equity is being offered to public shall be locked-in for a period of 3 years from the date of allotment of the proposed issue of capital."

95 · (Provided that the minimum holding requirement of pre-issue capital shall not apply to an offer for sale of equity shares of an unlisted government company, statutory authority or corporation or any special purpose vehicle set up by any of them, which is engaged in infrastructure sector.

94 · Substituted sub-clause (i) vide SEBI Circular No. SEBI/CFD/DIL/DIP/23/2006/16/10 dated October 16, 2006 for the following:

95 · Inserted proviso to sub-clause (ii), vide SEBI Circular No. SEBI/CFD/DIL/DIP/ 27/2007/10/7 dated July 10, 2007.

96 · (Provided further that the minimum holding requirement of pre-issue capital shall also not apply to shares which have been acquired during one year preceding the date of filing draft offer document with the Board in lieu of business and invested capital which had been in existence for a period of more than one year prior to the restructuring scheme under sections 391-394 of the Companies Act, 1956, as approved by a High Court, which entitled acquisition of such shares.)

98 · (4.14A Lock-in of securities issued on firm allotment basis

96 · Inserted Proviso to sub-clause (ii) clause 4.14.2, vide SEBI Circular No. SEBI/CFD/DIL/DIP/32/2008/28/08 dated August 28, 2008

97 · Substituted vide SEBI circular No. SEBI/CFD/DIL/DIP/32/2008/28/08 dated August 28, 2008 for the words " this proviso".

98 · Substituted vide SEBI Circular No. DIP (Compendium) Circular No. 3 dated August 04, 2000 for the following clause:

4 · 15 Pledge of Securities Forming Part of Promoters Contribution

4 · 15.1 Locked-in Securities held by promoters may be pledged only with banks or financial institutions as collateral security for loans granted by such banks or financial institutions, provided the pledge of shares is one of the terms of sanction of loan.

99 · (Provided that if securities are locked in as minimum promoters' contribution under clause 4.11.1, the same may be pledged, only if, in addition to fulfilling the requirements of this clause, the loan has been granted by such banks or financial institutions for the purpose of financing one or more of the objects of the issue.)

4 · 16 Inter-se Transfer of Securities Amongst Promoters

4 · 16.1 100 (Inter-se Transfer of Locked- in Securities

4 · 17 Inscription of Non-Transferability

4 · 17.1 The securities which are subject to lock-in shall carry inscription `non transferable' along with duration of specified non-transferable period mentioned in the face of the security certificate.

99 · Inserted proviso, vide SEBI Circular No. SEBI/CFD/DIL/DIP/25/2007/30/4 dated April 30, 2007.

100 · Substituted vide SEBI Circular No. RMB (Compendium) Series 2003-2004 Circular No. 9 dated May 2, 2003 for the following clause:

5 · 0 The pre-issue obligations are detailed below:

5 · 1 The lead merchant banker shall exercise due diligence.

5 · 1.1 The standard of due diligence shall be such that the merchant banker shall satisfy himself about all the aspects of offering, veracity and adequacy of disclosure in the offer documents.

5 · 1.2 The liability of the merchant banker as referred to clause 5.1.1 shall continue even after the completion of issue process .

5 · 2 The lead merchant banker shall pay requisite fee in accordance with regulation 24A of Securities and Exchange Board of India (Merchant Bankers) Rules and Regulations, 1992 along with draft offer document filed with the Board. 101 (In case of a fast track issue, the requisite fee shall be paid along with the copy of the red herring prospectus, prospectus or letter of offer, as the case may be, filed under clause 2.1.2A.2.)

102 · (5.2.1 The lead merchant banker shall ensure that facility of Applications Supported by Blocked Amount is provided in all book built public issues which provide for not more than one payment option to the retail individual investors.)

5 · 3 Documents to be submitted along with the Offer Document by the Lead Manager

5 · 3.1 Memorandum of Understanding (MOU)

5 · 3.1.1 No company shall make an issue of security through a public or rights issue unless a Memorandum of Understanding has been entered into between a lead merchant banker and the issuer company specifying their mutual rights, liabilities and obligations relating to the issue.

5 · 3.1.2 The MOU shall contain such clauses as are specified at Schedule I and such other clauses as considered necessary by the lead merchant banker and the issuer company.

101 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007.

102 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/31/2008/30/7 dated July 30, 2008.

5 · 3.1.3 The Lead Merchant Banker responsible for drafting of the offer documents shall ensure that a copy of the MOU entered into with the issuer company is submitted to the Board along with the draft offer document.

5 · 3.2 Inter-se Allocation of Responsibilities

5 · 3.2.1 In case a public or rights issue is managed by more than one Merchant Banker the rights, obligations and responsibilities of each merchant banker shall be demarcated as specified in Schedule II.

5 · 3.2.2 In case of under subscription at an issue, the Lead Merchant Banker responsible for underwriting arrangements shall invoke underwriting obligations and ensure that the underwriters pay the amount of devolvement and the same shall be incorporated in the inter-se allocation of responsibilities (Schedule II) accompanying the due diligence certificate submitted by the Lead Merchant Banker to the Board .

103 · (Provided that in case of a fast track issue, inter-se allocation of responsibilities (Schedule II) shall not be submitted to the Board)

5 · 3.3 Due Diligence Certificate

5 · 3.3.1 The lead merchant banker, shall furnish to the Board a due diligence certificate as specified in Schedule III along with the draft 104 (offer document . )

105 · (5.3.3.1A In case of a fast track issue, the lead merchant banker shall furnish a due diligence certificate to the Board as per the format specified in Schedule III, after including therein additional confirmations / certification to Schedule III, as specified in Schedule VI-A, along with the copy of the red herring prospectus, prospectus or letter of offer, as the case may be, filed under clause 2.1.2A.2.)

106 · ( 107 (5.3.3.1B) In case of a debenture issue, the lead merchant banker shall also furnish to the Board a due diligence certificate given by the

103 · Inserted proviso, vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007.

104 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007 for the words "prospectus".

105 · New clause 5.3.3.1A inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007, after renumbering the erstwhile clause 5.3.3.1A as clause 5.3.3.1B.

5 · 3.3.2 In addition to the due diligence certificate furnished along with the draft offer document, the Lead Merchant Banker shall also:

109 · ((ia) where provisos to clause 6.3 or clause 6.39 are applicable, certify that the issuer company is complying with conditions (a) and (b) laid down in 1 st proviso to clause 6.3 or with conditions (a) and (b) laid down in 1 st proviso to clause 6.39, as the case may be);

110 · ((ib)) certify that all amendments suggestion or observations made by Board have been incorporated in the offer document;

111 · (5.3.3.3 The Lead Managers who are responsible for conducting due diligence exercise with respect to contents of the offer document, as per inter-se allocation of responsibilities shall sign due diligence certificate

5 · 3.4 Certificates Signed by the Company Secretary or Chartered Accountant, in Case of Listed Companies Making Further Issue of Capital

106 · Inserted vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003 as "clause 5.3.3.1A". Subsequently renumbered the clause as "clause 5.3.3.1B", vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007.

107 · Renumbered clause 5.3.3.1A as clause 5.3.3.1B, vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007.

108 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007.

109 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/19/2006/31/3 dated March 31, 2006.

110 · Renumbered sub-clause (i) as "clause (ib)", vide SEBI Circular No. SEBI/CFD/DIL/DIP/19/2006/31/3 dated March 31, 2006.

111 · Inserted vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003.

5 · 3.4.1 The Lead Merchant Banker shall furnish the following certificates duly signed by 112 (Company Secretary) or Chartered Accountants along with the draft offer documents:

5 · 3.5 Undertaking

5 · 3.5.1 The issuer shall submit an undertaking to the Board to the effect that transactions in securities by the `promoter' the 'promoter group' and the immediate relatives of the `promoters during the period between the date of filing the offer documents with the Registrar of Companies or Stock Exchange as the case may be and the date of closure of the issue shall be reported to the Stock exchanges concerned within 24 hours of the transaction(s).

5 · 3.6 113 (List of Promoters' Group and other Details

5 · 3.6.1 The issuer company shall submit to the Board the list of the persons who constitute the Promoters' Group and their individual shareholding.

5 · 3.6.2 The issuer company shall submit to the Stock Exchanges on which securities are proposed to be listed, the Permanent Account Number, Bank Account Number and Passport Number of the promoters at the time of filing the draft offer document to them.)

5 · 4 Appointment of Intermediaries

5 · 4.1 Appointment of Merchant Bankers

5 · 4.1.1 114 (A Merchant Banker shall not lead manage the issue if he is a promoter or a director or associate of the issuer company.

112 · Substituted vide SEBI Circular No. DIP (Compendium) Circular No. 3 dated August 04, 2000 for the word "companies".

113 · Substituted vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003 for the following: 5.3.6 List of Promoters' Group 5.3.6.1 The issuer shall submit to the Board a list of persons who constitute the Promoters' Group and their individual shareholdings."

114 · Substituted vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003 for the following: "Merchant Banker who is associated with the issuer company as a promoter or a director shall not to lead manage the issue of the company.

115 · (Provided further that a merchant banker who is an associate of the issuer company may be appointed as a merchant banker for the issue, if it is involved only in the marketing of the issue.)

5 · 4.2 116 (Deleted)

5 · 4.3 Appointment of Other Intermediaries

5 · 4.3.1 Lead Merchant Banker shall ensure that the other intermediaries 117 (deleted) are duly registered with the Board, wherever applicable.

115 · Inserted proviso, vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007.

116 · Omitted the following clause vide SEBI Circular No. SEBI/CFD/DIL/DIP/14/2005/25/1 dated January 25, 2005:

5 · 4.2.1 Lead Merchant Bankers shall ensure that the number of co-managers to an issue does not exceed the number of Lead Merchant Bankers to the said issue and there is only one advisor to the issue."

5 · 4.3.1.1 Before advising the issuer on the appointment of other intermediaries, the Lead Merchant Banker shall independently assess the capability and the capacity of the various intermediaries to carry out assignment.

118 · (Provided that nothing contained in this clause shall apply in case of Self Certified Syndicate Bank.)

5 · 4.3.1.2 The Lead Merchant Banker shall ensure that issuer companies enter into a Memorandum of Understanding with the intermediary (ies) concerned whenever required 119 (and also take note of the deemed agreement with the Self Certified Syndicate Banks as provided in the Application Supported by Blocked Amount process).

5 · 4.3.2 The Lead Merchant Banker shall ensure that Bankers to the Issue are appointed in all the mandatory collection centres as specified in clause 5.9.

5 · 4.3.3 The Lead Merchant Banker shall not act as a Registrar to an issue in which it is also handling the post issue responsibilities.

5 · 4.3.4 The Lead Merchant Bankers shall ensure that;

120 · (c) Registrar to an issue which is associated with the issuer company as a promoter or a director shall not act as Registrar for the issuer company.

121 · (d) Where the number of applications in a public issue is expected to be large, the issuer company in consultation with the lead merchant banker may associate one or more Registrars registered with the Board for the limited purpose of collecting the application forms at different centres and forward the same to the designated Registrar to the Issue as mentioned the offer document. The designated Registrar

117 · Omitted the following words vide SEBI Circular No. SEBI/CFD/DIL/DIP/31/2008/30/7 dated July 30, 2008: "being appointed"

118 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/31/2008/30/7 dated July 30, 2008.

119 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/31/2008/30/7 dated July 30, 2008.

120 · Omitted the following vide SEBI Circular No. SEBI/CFD/DIL/DIP/14/2005/25/1 dated January 25, 2005 and numbered the sub clause as "c" :

121 · Numbered the sub-clause as "d", vide SEBI Circular No. SEBI/CFD/DIL/DIP/14/2005/25/1 dated January 25, 2005.

5 · 5 Underwriting

5 · 5.1 The lead merchant banker shall satisfy themselves about the ability of the underwriters to discharge their underwriting obligations.

5 · 5.2 The lead merchant banker shall:

5 · 5.3 In respect of every underwritten issue, the lead merchant banker(s) shall undertake a minimum underwriting obligation of 5% of the total underwriting commitment or Rs.25 lacs whichever is less.

5 · 5.4 The outstanding underwriting commitments of a merchant banker shall not exceed 20 times its networth at any point of time.

5 · 5.5 In respect of an underwritten issue, the lead merchant banker shall ensure that the relevant details of underwriters are included in the offer document.

5 · 6 Offer Document to be Made Public

5 · 6.1 The draft offer document filed with the Board shall be made public for a period of 122 ( 123 (21 days)) from the date of filing the offer document with the Board.

5 · 6.2 124 (The lead merchant banker shall,

122 · Substituted, vide SEBI Circular No. SEBI/CFD/DIL/DIP/25/2007/30/4 dated April 30, 2007, for the words "21 days". .

123 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007, for the words "21 days". .

124 · Substituted vide SEBI Circular No. DIP (Compendium) Circular No. 3 dated August 04, 2000 for the following: "The Lead Merchant Banker shall;

125 · (i-a while filing the copy of the red herring prospectus, prospectus or letter of offer, as the case may be, with the Board under clause 2.1.2A.2, also file the copy of the red herring prospectus, prospectus or letter of offer with the stock exchanges on which the securities to be offered in the fast track issue are proposed to be listed);

126 · (make copies of the draft offer document available to the public, host the draft and final offer documents on the websites of the all the lead managers / syndicate members associated with the issue and also ensure that the contents of documents hosted on the websites are the same as that of their printed versions.) 127 (Further, where the issuer company is complying with provisos to clause 6.3 or clause 6.39, as the case may be, the offer document of the immediately preceding public or rights issue shall also be displayed on the websites in a similar manner);

128 · (Provided that nothing contained in this sub-clause, other than the provisions pertaining to hosting of the final offer documents on the websites of all the lead managers / syndicate members associated with the issue and ensuring that the contents of the final offer documents hosted on the websites are the same as that of their printed versions, shall apply to a fast track issue.)

5 · 6.3 Lead merchant banker or stock exchanges may charge an appropriate sum to the person requesting for the copy of offer document.

129 · (5.6A Pre – Issue Advertisement

5 · 6A.1 Subject to section 66 of the Companies Act, 1956, the issuer company shall soon after receiving final observations, if any, on the draft prospectus or draft Red Herring Prospectus from the Board, make an advertisement in an English national Daily with wide circulation, one Hindi National newspaper and a regional language newspaper with wide circulation at the place where the registered office of the issuer is

125 · Inserted sub-clause, vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007.

126 · Substituted vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003 for the following: "make copies of draft offer document available to the public".

127 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/19/2006/31/3 dated March 31, 2006.

129 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/14/2005/25/1 dated January 25, 2005 .

130 · (Provided that in case of a fast track issue, the advertisement shall be made before the issue opening date)

5 · 6B 131 (IPO Grading

5 · 6B.1 Every unlisted company obtaining grading for IPO under clause 2.5A.1 shall disclose all the grades obtained, along with the rationale/ description furnished by the credit rating agency(ies) for each of the grades obtained, in the Prospectus, Abridged Prospectus, issue advertisements and at all other places where the issuer company is advertising for the IPO.)

132 · (5.6B.2 IPO grading reports for each of the grades obtained by the unlisted company shall be included in the list of material contracts required under clause 6.15.1.)

5 · 7 Despatch of Issue Material

5 · 7.1 The lead merchant banker shall ensure that for public issues offer documents and other issue materials are dispatched to the various stock exchanges, brokers, underwriters, bankers to the issue, investors associations, 133 (Self Certified Syndicate Banks) etc. in advance as agreed upon.

5 · 7.2 In the case of rights issues, lead merchant banker shall ensure that the 134 (abridged letters of offer) are dispatched to all shareholders at least one week before the date of opening of the issue.

130 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007.

131 · Substituted, vide SEBI Circular No. SEBI/CFD/DIL/DIP/25/2007/30/4 dated April 30, 2007, for the following clause, which was inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/21/2006/24/4 dated April 24, 2006:

5 · 6B.1 An unlisted company making an IPO of equity shares or any other security which may be converted into or exchanged with equity shares at a later date may opt to obtain grading for such an IPO from one or more credit rating agencies.

5 · 6B.2 Where an issuer opts to obtain IPO grading under clause 5.6B.1, it shall disclose all grades so obtained by it, including unaccepted grades, in the prospectus and abridged prospectus."

132 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007.

133 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/31/2008/30/7 dated July 30, 2008.

134 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/19/2006/31/3 dated March 31, 2006 for the words "letters of offer". .

135 · (Provided that where a specific request for letter of offer is received from any shareholder, the Lead Merchant Banker shall ensure that the letter of offer is made available to such shareholder.)

5 · 7.3 136 (Deleted)

5 · 8 No Complaints Certificate

5 · 8.1 After a period of 137 ( 138 (21 days)) from the date the draft offer document was made public, the Lead Merchant Banker shall file a statement with the Board:

5 · 9 Mandatory Collection Centres

5 · 9.1 The minimum number of collection centres for an issue of capital shall be:

5 · 9.2 The issuer company shall be free to appoint as many collection centres as it may deem fit in addition to the above minimum requirement.

139 · (5.9.3 In addition to the provisions of clause 5.9.1 and 5.9.2 above, in respect of issues where Application Supported by Blocked Amount is

135 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/19/2006/31/3 dated March 31, 2006.

136 · Omitted the following clause vide SEBI Circular No. RMB (Compendium) Series Circular No. 2 (1999-2000) dated February 16, 2000:

137 · Substituted, vide SEBI Circular No. SEBI/CFD/DIL/DIP/25/2007/30/4 dated April 30, 2007, for the words "21 days". .

138 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007 for the words "30 days".

5 · 10 Authorised Collection Agents

5 · 10.1 The issuer company can also appoint authorised collection agents in consultation with the Lead Merchant Banker subject to necessary disclosures including the names and addresses of such agents made in the offer document.

5 · 10.2 The modalities of selection and appointment of collection agents can be made at the discretion of the Lead Merchant Banker.

5 · 10.3 The lead merchant banker shall ensure that the collection agents so selected are properly equipped for the purpose, both in terms of infrastructure and manpower requirements.

5 · 10.4 The collection agents may collect such applications as are accompanied by payment of application moneys paid by cheques, drafts and stock invests.

5 · 10.5 The authorised collection agent shall not collect application moneys in cash.

5 · 10.6 The applications collected by the collection agents shall be deposited in the special share application account with designated scheduled bank either on the same date or latest by the next working day.

5 · 10.7 The application forms along with duly reconciled schedules shall be forwarded by the collection agent to the Registrars to the Issue after realisation of cheques and after weeding out the applications in respect of cheques return cases, within a period of 2 weeks from the date of closure of the public issue.

5 · 10.8 140 (Deleted)

5 · 10.9 The offer documents and application forms shall specifically indicate that the acknowledgement of receipt of application moneys given by the collection agents shall be valid and binding on the issuer company and other persons connected with the issue.

139 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/31/2008/30/7 dated July 30, 2008.

140 · Omitted the following clause vide SEBI Circular No. SEBI/CFD/DIL/DIP/14/2005/25/1 dated January 25, 2005:

5 · 10.10 The investors from the places other than from the places where the mandatory collection centres and authorised collection agents are located, can forward their applications along with stockinvests to the Registrars to the Issue directly by Registered Post with Acknowledgement Due.

5 · 10.11 The applications received through the registered post shall be dealt with by the Registrars to the Issue in the normal course.

5 · 11 Advertisement for Rights Post Issues

5 · 11.1 The Lead Merchant Banker shall ensure that in case of a rights issue, an advertisement giving the date of completion of despatch of letters of offer, shall be released in at least in an English National Daily with wide circulation, one Hindi National Paper and a Regional language daily circulated at the place where registered office of the issuer company is situated at least 141 (3 days) before the date of opening of the issue.

5 · 11.2 The advertisement referred to in clause 5.11.1 shall indicate the centres other than registered office of the company where the shareholders or the persons entitled to rights may obtain duplicate copies of composite application forms in case they do not receive the original application form within a reasonable time even after opening of the rights issue.

5 · 11.3 Where the shareholders have neither received the original composite application forms nor are they in a position to obtain the duplicate forms, they may make applications to subscribe to the rights on a plain paper.

5 · 11.4 The advertisement shall also contain a format to enable the shareholders to make the application on a plain paper containing necessary particulars like name, address, ratio of right issue, issue price, number of shares held, ledger folio numbers, number of shares entitled and applied for, additional shares if any, amount to be paid along with application, particulars of cheque, etc. to be drawn in favour of the company Account - Rights issues.

5 · 11.5 The advertisement shall further mention that applications can be directly sent by the shareholder through Registered Post together with the application moneys to the company's designated official at the address given in the advertisement.

5 · 11.6 The advertisement may also invite attention of the shareholders to the fact that the shareholders making the applications otherwise than on the standard form shall not be entitled to renounce their rights and shall

141 · Substituted vide SEBI circular No. SEBI/CFD/DIL/DIP/32/2008/28/08 dated August 28, 2008 for the words and figures "7 days". .

5 · 11.7 If the shareholder makes an application on plain paper and also in standard form, he may face the risk of rejection of both the applications.

5 · 12 Appointment of Compliance Officer

5 · 12.1 An issuer company shall appoint a compliance officer who shall directly liaise with the Board with regard to compliance with various laws, rules, regulations and other directives issued by the Board and investors complaints related matter.

5 · 12.2 The name of the compliance officer so appointed shall be intimated to the Board.

5 · 13 Abridged Prospectus

5 · 13.1 The Lead Merchant Banker shall ensure the following:

142 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/31/2008/30/7 dated July 30, 2008.

143 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/31/2008/30/7 dated July 30, 2008.

144 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/19/2006/31/3 dated March 31, 2006 for the following: "The Abridged Prospectus shall be printed at least in point 7 size with proper spacing."

145 · (5.14 Agreements with depositories

5 · 14.1 The lead manager shall ensure that the issuer company has entered into agreements with all the depositories for dematerialisation of securities. He shall also ensure that an option be given to the investors to receive allotment of securities in dematerialised form through any of the depositories.)

146 · (5.15 Branding of securities

5 · 15.1 Securities may be branded describing their nature but not the quality.)

147 · (5.15A Non applicability of certain provisions to fast track issues)

148 · (5.15A.1 Nothing contained in clauses 5.3.1.3, 5.3.3.1, 5.3.3.2, 5.3.4.1, 5.3.5.1, 5.3.6.1, 5.3.6.2 and sub-clauses (i) and (iii) of clause 5.6.2 shall apply to a fast track issue.)

145 · Inserted Clause nos. 5.14 and 5.14.1 vide SEBI Circular No. RMB (Compendium) Series Circular No. 2 (1999-2000) dated February 16, 2000.

146 · Inserted Clause nos. 5.15 and 5.15.1 vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003.

147 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007.

148 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007.

6 · 0 The Offer document shall contain the following:

149 · (SECTION I - CONTENTS OF THE PROSPECTUS

6 · 1 In addition to the disclosures specified in Schedule II of the Companies Act, 1956, the prospectus shall contain the following:

6 · 2 The prospectus shall contain all material information which shall be true and adequate so as to enable the investors to make informed decision on the investments in the issue.

6 · 3 The prospectus shall also contain the information and statements specified in this chapter and shall as far as possible follow the order in which the requirements are listed in this chapter and summarised in Schedule VIIA.

150 · (Provided that nothing contained in sub-clauses (a) and (j) of clause 6.8.3.2 and clause 6.9.5.8 and nothing contained in clause 6.10.3.1 in respect of entities not covered under section 370 (1)(B) of the Companies Act, 1956 shall apply to a listed company satisfying all the requirements specified in clause 2.1.2A.1.)

151 · ( 152 (Provided further that) in case of public issue by listed company, information in terms of clauses 6.8.3.2 (a) and (j) and clause 6.9.5.8 and information in terms of clause 6.10.3.1 in respect of entities not covered under section 370 (1)(B) of the Companies Act 1956 may not be disclosed in the prospectus, if the following conditions are fulfilled:

149 · Substituted for Section I of Chapter VI, vide SEBI Circular No. SEBI/CFD/DIL/DIP/14/2005/25/1 dated January 25, 2005. The text of Section I, prior to this substitution, is given at the end of these Guidelines, after Schedule XXX .

150 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007.

151 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/19/2006/31/3 dated March 31, 2006.

152 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007.

6 · 4 Cover Pages

6 · 4.1 The cover page paper shall be of adequate thickness (preferably minimum 100 gcm. quality).

6 · 4.2 Front Cover Pages

6 · 4.2.1 The front outside and inside cover pages of the prospectus shall be white and no patterns or pictures shall be printed on these pages.

6 · 4.2.2 The front outside cover page of the prospectus shall contain the following details only:

153 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007 for the words "aforesaid".

6 · 4.3 Back Cover Pages

6 · 4.3.1 The back inside cover page and back outside cover page shall be in white.

6 · 5 Table of Contents

6 · 5.1 Table of Contents shall appear immediately after the front inside cover page.

6 · 6 Definitions and Abbreviations

6 · 6.1 Conventional/ General Terms.

154 · Substituted, vide SEBI Circular No. SEBI/CFD/DIL/DIP/25/2007/30/4 dated April 30, 2007, for the following clause, which was inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/21/2006/19/4 dated April 19, 2006: "Statement indicating whether IPO grading has been opted for. If yes, disclosure of all grades so obtained, including unaccepted grades, as provided under clause 5.6B.2 and reference of the page number where details of IPO grading, as provided under clause 6.8.2.9A, are given."

6 · 6.2 Offering-related Terms.

6 · 6.3 Company/ Industry-related Terms.

6 · 6.4 Abbreviations.

6 · 7 Risk Factors

6 · 7.1 The Risk factors, other than those specified in clauses 6.4.2.2 (a) (iv), (v) and (vi), shall be printed in clear readable font (preferably of minimum point 10 size).

6 · 7.2 The Risk factors shall be classified as those which are specific to the project and internal to the issuer company and those which are external and beyond the control of the issuer company.

6 · 7.3 The Risk factors shall be determined on the basis of their materiality.

6 · 7.4 Materiality shall be decided taking the following factors into account:

6 · 7.4.1 Some events may not be material individually but may be found material collectively.

6 · 7.4.2 Some events may have material impact qualitatively instead of quantitatively.

6 · 7.4.3 Some events may not be material at present but may be having material impacts in future.

6 · 7.5 The Risk factors shall appear in the prospectus in the following manner:

6 · 7.5.1 Risks envisaged by Management.

6 · 7.5.2 Proposals, if any, to address the risks.

6 · 7.6 Any 'notes' required to be given prominence shall appear immediately after the Risk factors.

6 · 8 Introduction

6 · 8.1 Summary

6 · 8.1.1 Summary of the industry and business of the issuer company.

6 · 8.1.2 Offering details in brief.

6 · 8.1.3 Summary consolidated financial, operating and other data.

6 · 8.2 General Information

6 · 8.2.1 The name, address of registered office and the registration number of the issuer company, along with the address of the Registrar of Companies where the issuer company is registered.

6 · 8.2.2 The Board of Directors of the issuer company.

6 · 8.2.3 Brief details of the Chairman, Managing Director, Whole Time Directors, etc. of the issuer company.

6 · 8.2.4 The names, addresses, telephone numbers, fax numbers and e-mail addresses of the Company Secretary, Legal Advisor and Bankers to the Company.

6 · 8.2.5 The name, address, telephone number, fax number and e-mail address of the Compliance Officer.

6 · 8.2.6 The names, addresses, telephone numbers, fax numbers, contact person, website addresses and e-mail addresses of the Merchant Bankers, Co-Managers, Registrars to the Issue, Bankers to the Issue, Brokers to the Issue, Syndicate members, 155 (Self Certified Syndicate Banks) etc.

6 · 8.2.7 The names, addresses, telephone numbers, fax numbers and e-mail addresses of the auditors of the issuer company.

6 · 8.2.8 Statement of inter-se allocation of responsibilities among Lead Managers:

156 · (Provided that in case of a fast track issue the inter-se allocation of responsibilities shall be disclosed, notwithstanding that it was not filed with the Board.)

6 · 8.2.9 Credit Rating (in case of debenture issues):

155 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/31/2008/30/7 dated July 30, 2008.

156 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007.

157 · (6.8.2.9A IPO Grading:

6 · 8.2.10 The names, addresses, telephone numbers, fax numbers, website addresses and e-mail addresses of the trustees under debenture trust deed (in case of debenture issue).

6 · 8.2.11 Name of the monitoring agency, if applicable, to be disclosed.

6 · 8.2.12 Where the project is being appraised, the name, address, telephone number and e-mail address of the appraising entity.

6 · 8.2.13 Book building process in brief.

6 · 8.2.14 Details of Underwriting, if any:

157 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/21/2006/24/4 dated April 24, 2006 .

158 · Substituted, vide SEBI Circular No. SEBI/CFD/DIL/DIP/25/2007/30/4 dated April 30, 2007, for the words " Name of the credit rating agency".

159 · Omitted the words "and the grading so obtained, including unaccepted grades", vide SEBI Circular No. SEBI/CFD/DIL/DIP/25/2007/30/4 dated April 30, 2007

160 · Substituted, vide SEBI Circular No. SEBI/CFD/DIL/DIP/25/2007/30/4 dated April 30, 2007, for the following clause, which was inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/21/2006/19/4 dated April 19, 2006: "If grading has been obtained from more than one credit rating agency, disclosure shall be made of all the grades so obtained, including unaccepted grades."

6 · 8.3 Capital Structure

6 · 8.3.1 The capital structure shall be presented in the following manner:

6 · 8.3.2 After the details of capital structure, the following notes shall be incorporated:

161 · (Provided that in case of a public or rights issue by a listed company, where shares had been issued under one or more employee stock option schemes, particulars of shares issued under the employee stock option schemes may be aggregated quarter-wise, indicating the aggregate number of shares issued and the price range within which shares have been issued in each quarter.)

162 · (Provided further that in cases falling within the foregoing proviso, a document giving date-wise details of shares issued under employee

161 · Inserted proviso, vide SEBI Circular no. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007.

162 · Inserted proviso, vide SEBI Circular no. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007.

163 · ((ba) The manner in which clause 4.6 has been complied with.)

164 · ((bb) If the issuer is exempt from the requirements of promoters' contribution, the relevant provisions should be indicated.)

163 · Inserted sub-clause, vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007.

164 · Inserted sub-clause, vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007.

6 · 8.4 Objects of the Offering

6 · 8.4.1 The object of raising funds through the issue, that is whether for fixed asset creation and/ or for working capital or any other purpose, shall be disclosed clearly in the prospectus. 165 (Further, a disclosure to the effect that activities proposed to be undertaken by the issuer out of the funds raised in the present issue fall within the main objects listed in the Memorandum of Association or other charter or instrument governing the issuer shall be made in the prospectus.)

6 · 8.4.2 Funds Requirement

165 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007

6 · 8.4.3 Funding Plan (Means of Finance)

6 · 8.4.4 Appraisal

6 · 8.4.5 Schedule of Implementation

6 · 8.4.6 Funds Deployed

166 · ((b) A cash flow statement showing funds which have been brought in as promoters' contribution and have been deployed prior to the public issue.)

166 · Inserted sub-clause, vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007.

6 · 8.4.7 Sources of Financing of Funds Already Deployed

6 · 8.4.8 Details of Balance Fund Deployment

6 · 8.4.9 Interim Use of Funds

6 · 8.4.10 Basic Terms of Issue

6 · 8.4.11 Basis for Issue Price

6 · 8.4.12 Tax Benefits

6 · 9 About the Issuer Company

6 · 9.1 Industry Overview

6 · 9.2 Business Overview

6 · 9.2.1 Details of the business of the issuer company

6 · 9.2.2 Business strategy

6 · 9.2.3 Property

6 · 9.2.4 Purchase of property

6 · 9.3 Key Industry-Regulation (if applicable)

6 · 9.4 History and Corporate Structure of the issuer company

6 · 9.4.1 History and Major Events.

6 · 9.4.2 Main objects.

6 · 9.4.3 Subsidiaries of the issuer company, if any and their businesses.

6 · 9.4.4 Shareholders agreements

6 · 9.4.5 Other agreements

6 · 9.4.6 Strategic partners.

6 · 9.4.7 Financial partners.

6 · 9.5 Management

6 · 9.5.1 Board of Directors

6 · 9.5.2 Compensation of Managing Directors/ Whole time Directors

6 · 9.5.3 Compliance with Corporate Governance requirements.

6 · 9.5.4 Shareholding of Directors, including details of qualification shares held by them, whereever applicable.

6 · 9.5.5 Interest of directors

6 · 9.5.6 Change, if any, in the directors during the last three years, and reasons, thereof.

6 · 9.5.7 Management Organisation Structure.

167 · (6.9.5.7A Corporate Governance

6 · 9.5.8 Key Management Personnel

6 · 9.5.9 Employees

6 · 9.5.10 Disclosures regarding employees stock option scheme/ employees stock purchase scheme of the issuer company, if any, as required by the Guidelines or Regulations of the Board relating to Employee Stock Option Scheme and Employee Stock Purchase Scheme.

6 · 9.5.11 Payment or Benefit to Officers of the issuer company (non-salary related).

167 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007

6 · 9.6 Promoters/ Principal Shareholders

6 · 9.6.1 Where the promoters are individuals:

6 · 9.6.2 Where the promoters are companies:

169 · (Provided that nothing contained in sub-clause (c) shall apply to a fast track issue.)

6 · 9.6.3 Common pursuits

6 · 9.6.4 Full particulars of the nature and extent of the interest, if any, of every promoter:

168 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007.

169 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007.

6 · 9.6.5 Payment or benefit to promoters of the issuer company:

6 · 9.6.6 Related party transactions as per the Financial Statements

6 · 9.7 Currency of presentation

6 · 9.7.1 One standard financial unit shall be used in the prospectus

6 · 9.8 Dividend policy

6 · 10 Financial Statements

6 · 10.1 Selected Consolidated Financial and Operating data

6 · 10.2 Financial Information of the issuer company

6 · 10.2.1 A report by the auditors of the issuer company with respect to:

6 · 10.2.2 If the issuer company has no subsidiaries, the report shall:

6 · 10.2.3 If the issuer company has subsidiaries, the report shall:

6 · 10.2.4 If the proceeds, or any part of the proceeds, of the issue of the shares or debentures are, or is, to be applied directly or indirectly:

6 · 10.2.5

6 · 10.2.6 Principal terms of loan and assets charged as security.

6 · 10.2.7 Other provisions relating to accounts of the issuer company:

6 · 10.2.8 The issuer company, if it so desires, may include in the prospectus, the financial statements prepared on the basis of more than one accounting practices, subject to disclosure of the material differences

6 · 10.3 Financial Information of Group Companies

6 · 10.3.1 The following information for the last three years, based on the audited statements, in respect of all the companies, firms, ventures, etc. promoted by the promoters, irrespective of whether these are covered under section 370 (1)(B) of the Companies Act, 1956 shall be given, wherever applicable:

170 · (Provided that nothing contained in this clause shall apply to an issue made by any government company, statutory authority or corporation or any special purpose vehicle set up by any of them.)

6 · 10.3.2 In case, the issuer company has more than five listed group companies, the financial information may be restricted to the five largest listed companies to be determined on the basis of market capitalisation one month before the date of filing draft prospectus with the Board 171 (or in case of a fast track issue, one month before the reference date);

172 · (Explanation:

6 · 10.3.3 If the promoters have disassociated themselves from any of the companies/ firms during preceding three years, the reasons therefor and the circumstances leading to the disassociation shall be furnished together with the terms of such disassociation.

6 · 10.3.4

6 · 10.3.5 Sales or purchase between companies in the promoter group when such sales or purchases exceed in value in the aggregate 10% of the total sales or purchases of the issuer and also disclose material items

170 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007.

171 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007.

172 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007.

6 · 10.4 Changes in Accounting Policies in the last three years

6 · 10.5 Management's Discussion and Analysis of Financial Condition and Results of Operations as Reflected in the Financial Statements:

6 · 10.5.1 Overview of the business of the issuer company.

6 · 10.5.2 Significant developments subsequent to the last financial year:

6 · 10.5.3 Factors that may affect Results of the Operations.

6 · 10.5.4 Discussion on Results of Operations:

6 · 10.5.5 Comparison of recent Financial Year with the Previous Financial Years (last three years) on the major heads of the Profit & Loss Statement:

6 · 10.5.6 'Management's Discussion and Analysis of financial condition and results of operations as reflected in the financial statements (MDA)' shall be based on the Financial Statements prepared on the basis of Indian Accounting Practices. In addition, the issuer company may present MDA based on other Accounting Practices.

6 · 11 Legal and Other Information

6 · 11.1 Outstanding Litigations and Material developments

6 · 11.1.1 Outstanding litigations involving the issuer company:

6 · 11.1.2 The information about outstanding litigations as per clause 6.11.1.1 (e) shall be furnished in respect of subsidiaries of the issuer company (if applicable).

6 · 11.1.3 Outstanding litigations involving the promoter and group companies:

173 · (Provided that nothing contained in this clause shall apply to an issue made by any government company, statutory authority or corporation or any special purpose vehicle set up by any of them.)

6 · 11.1.4 If any the above mentioned litigations, etc., arise after the filing of the prospectus, the facts shall be incorporated appropriately in the prospectus (and as risk factors).

6 · 11.1.5 In case there are no such cases, a distinct negative statement is required to be made in this regard in the prospectus.

6 · 11.1.6 Material developments since the last balance sheet date.

6 · 11.2 Government Approvals/ Licensing Arrangements

6 · 11.2.1 Investment approvals (FIPB/ RBI, etc.).

6 · 11.2.2 All government and other approvals.

6 · 11.2.3 Technical approvals.

6 · 11.2.4 Letter of intent/ industrial license and declaration of the Central Government/ RBI about non-responsibility for financial soundness or correctness of statements.

6 · 12 Other Regulatory and Statutory Disclosures

6 · 12.1 Authority for the issue and details of resolution passed for the issue.

6 · 12.2 Prohibition by SEBI.

6 · 12.3 Eligibility of the issuer company to enter the capital market.

174 · (6.12.3A Compliance with provisos to clause 6.3 or 6.39, as the case may be, if applicable.)

175 · (6.12.3B Details of compliance with eligibility requirements to make a fast track issue, if applicable.)

173 · Inserted proviso, vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007

174 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/19/2006/31/3 dated March 31, 2006.

175 · Inserted sub-clause, vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007.

6 · 12.4 Disclaimer clause:

176 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007 for the following:

6 · 12.5 Caution.

6 · 12.6 Disclaimer in respect of jurisdiction.

6 · 12.7 Disclaimer clause of the stock Exchanges.

6 · 12.8 Disclaimer clause of the Reserve Bank of India (if applicable).

6 · 12.9 Filing of prospectus with the Board and the Registrar of Companies:

6 · 12.9.1 Under this head, the office of the Board where the prospectus has been filed shall be mentioned.

6 · 12.9.2 Address of the Registrar of Companies, where copy of the prospectus, having attached thereto the material contracts and documents referred to elsewhere in the prospectus, has been filed, shall also be mentioned.

6 · 12.10 Listing:

6 · 12.10.1 Names of the designated stock exchange and other exchanges where application has been made for listing of the present issue shall be mentioned.

6 · 12.11 Consent of the Directors, auditors, solicitors/ advocates, Managers to the Issue, Registrar to the Issue, Bankers to the Company, Bankers to the Issue and experts.

6 · 12.12 Expert opinion obtained, if any.

6 · 12.13 Expenses of the issue.

6 · 12.14 Details of fees payable to (in terms of amount, as a percentage of total issue expenses and as a percentage of total issue size):

6 · 12.14.1 Lead Managers.

6 · 12.14.2 Co-lead Managers, if any

6 · 12.14.3 Co-managers, if any

6 · 12.14.4 Other Merchant Bankers

6 · 12.14.5 Registrars to the issue.

6 · 12.14.6 Advisors.

6 · 12.14.7 Bankers to issues

6 · 12.14.8 Trustees for the debenture-holders.

6 · 12.14.9 Others

6 · 12.15 Underwriting commission, brokerage and selling commission.

6 · 12.16 Previous public or rights issues, if any (during the last five years):

6 · 12.16.1 Closing Date.

6 · 12.16.2 Date of allotment.

6 · 12.16.3 Date of refunds.

6 · 12.16.4 Date of listing on the stock exchange.

6 · 12.16.5 If the issue (s) at premium or discount and the amount thereof.

6 · 12.16.6 The amount paid or payable by way of premium, if any, on each share which had been issued within the two years preceding the date of the prospectus or is to be issued, stating the dates or proposed dates of issue and, where some shares have been or are to be issued at a premium and other shares of the same class at a lower premium, or at par or at a discount, the reasons for the differentiation and how any premiums received have been or are to be disposed of.

6 · 12.17 Previous issues of shares otherwise than for cash.

6 · 12.18 Commission or brokerage on previous issues.

6 · 12.19 Following particulars in regard to the issuer company and other listed companies under the same management within the meaning section 370 (1)(B) of the Companies Act, 1956 which made any capital issue during the last three years shall be given:

6 · 12.19.1 Name of the company.

6 · 12.19.2 Year of Issue.

6 · 12.19.3 Type of Issue (public/ rights/ composite) .

6 · 12.19.4 Amount of issue.

6 · 12.19.5 Date of closure of issue.

6 · 12.19.6 Date of completion of delivery of share/ debenture certificates.

6 · 12.19.7 Date of completion of the project, where object of the issue was financing the project.

6 · 12.19.8 Rate of dividend paid.

6 · 12.20 Promise vis-à-vis performance:

6 · 12.20.1 Issuer company:

6 · 12.20.2 Listed Ventures of Promoters:

6 · 12.21 Outstanding debentures or bonds and redeemable preference shares and other instruments issued by the issuer company outstanding as on the date of prospectus and terms of issue.

6 · 12.22 Stock market data for equity shares of the issuer company, if listed:

6 · 12.22.1 Particulars of:

6 · 12.23 Mechanism evolved for redressal of investor grievances

6 · 12.23.1 The prospectus shall disclose the arrangements or any mechanism evolved by the issuer company for redressal of investor grievances.

6 · 12.23.2 The issuer company shall disclose the time normally taken by it for disposal of various types of investor grievances.

6 · 12.23.3 Similar disclosure shall be made in regard to the listed companies under the same management within the meaning of Section 370 (1B) of the Companies Act, 1956 for the period of three years prior to the date of filing of the prospectus with the Registrar of Companies/ Stock Exchange.

6 · 12.24 Change, if any, in the auditors during the last three years, and reasons, thereof.

6 · 12.25 Capitalisation of reserves or profits (during last five years).

6 · 12.1 Revaluation of assets, if any (during the last five years)

6 · 13 Offering Information

6 · 13.1 Terms of the Issue

6 · 13.1.1 Ranking of equity shares.

6 · 13.1.2 Mode of payment of dividend.

6 · 13.1.3 Face value and issue price/ floor price/ price band.

6 · 13.1.4 Rights of the instrument holders.

6 · 13.1.5 Market lot.

6 · 13.1.6 Nomination facility to investor.

6 · 13.1.7 Minimum subscription:

6 · 13.1.8 Arrangements for Disposal of Odd Lots:

6 · 13.1.9 Restrictions, if any, on transfer and transmission of shares/ debentures and on their consolidation/ splitting.

6 · 13.2 Issue Procedure

6 · 13.2.1 Fixed price issue or book building procedure as may be applicable, including details regarding bid form / application form, who can bid/apply, maximum and minimum bid/application size, bidding process, bidding, bids at different price levels, etc.

6 · 13.2.2 Option to subscribe in the issue:

6 · 13.2.3 How to apply - availability of forms, prospectus and mode of payment:

177 · ((c) Application by ASBA investors:

6 · 13.2.4 Escrow mechanism:

6 · 13.2.5 Terms of payment and payment into the Escrow Collection Account.

177 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/31/2008/30/7 dated July 30, 2008.

6 · 13.2.6 Electronic registration of bids.

6 · 13.2.7 Build up of the book and revision of bids.

6 · 13.2.8 Price discovery and allocation.

6 · 13.2.9 Signing of underwriting agreement.

6 · 13.2.10 Filing of prospectus with the Registrar of Companies.

6 · 13.2.11 Announcement of Pre-Issue Advertisement.

6 · 13.2.12 Issuance of Confirmation of Allocation note ("CAN") and Allotment in the Issue.

6 · 13.2.13 Designated date.

6 · 13.2.14 General instructions:

178 · ((c) Bidders' bank account details.)

6 · 13.2.15 Payment instructions:

179 · ((c) Payment instructions for Application Supported by Blocked Amount)

6 · 13.2.16 Submission of bid form.

6 · 13.2.17 Other instructions:

178 · Reinserted sub-clause (c), vide SEBI Circular No. SEBI/CFD/DIL/DIP/21/2006/24/4 dated April 24, 2006. The sub-clause was earlier omitted vide SEBI Circular No. SEBI/CFD/DIL/DIP/18/2006/20/1 dated January 20, 2006 and provided as under:

179 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/31/2008/30/7 dated July 30, 2008.

181 · ((d) Rejection of Bids.)

6 · 13.2.18 Disposal of application and Application moneys.

6 · 13.2.19 Provisions of sub-section (1) of section 68A of the Companies Act, 1956 relating to punishment for fictitious applications, shall be mentioned.

6 · 13.2.20 Interest on refund of excess bid amount.

6 · 13.2.21 Basis of allotment or allocation.

6 · 13.2.22 Procedure and time of schedule for allotment and issue of certificates.

6 · 13.2.23 Method of proportionate allotment.

182 · (6.13.2.24 Letters of Allotment or refund orders or instructions to Self Certified Syndicate Banks in Application Supported by Blocked Amount process.)

6 · 13.2.25 183 (Mode of making refunds:

180 · Substituted sub-clause, vide SEBI Circular No. SEBI/CFD/DIL/DIP/18/2006/28/1 dated November 28, 2007 for "Pan or GIR number"

181 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/31/2008/30/7 dated July 30, 2008 for the following: "Issuer company's right to reject bids."

182 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/31/2008/30/7 dated July 30, 2008 for the following: "Letters of allotment or refund orders"

183 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/18/2006/20/1 dated January 20, 2006 for the following:

6 · 13.2.26 Interest in Case of Delay in Despatch of Allotment Letters/ Refund Orders 184 (/instruction to Self Certified Syndicate Banks by the Registrar) in Case of Public Issues:

184 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/31/2008/30/7 dated July 30, 2008.

185 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/18/2006/20/1 dated January 20, 2006.

6 · 13.2.27 Undertaking by the issuer company:

187 · ((iv) that funds required for making refunds to unsuccessful applicants as per the mode(s) disclosed shall be made available to the Registrar to the issue by the issuer.)

188 · ((iv)(a) that where refunds are made through electronic transfer of funds, a suitable communication shall be sent to the applicant within 30 days or 15 days of closure of the issue, as the case may be, giving details of the bank where refunds shall be credited along with amount and expected date of electronic credit of refund.)

186 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/18/2006/20/1 dated January 20, 2006.

187 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/18/2006/20/1 dated January 20, 2006 for the following: "that the funds required for despatch of refund orders/ allotment letters/ certificates by registered post shall be made available to the Registrar to the Issue by the issuer company."

188 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/18/2006/20/1 dated January 20, 2006.

189 · (viii) that adequate arrangements shall be made to collect all Applications Supported by Blocked Amount (ASBA) and to consider them similar to non-ASBA applications while finalizing the basis of allotment.)

6 · 13.2.28 Utilisation of Issue Proceeds:

189 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/31/2008/30/7 dated July 30, 2008.

190 · (Provided that nothing contained in this clause shall apply to public issues or rights issues made by banks or public financial institutions or to offers for sale.)

6 · 13.2.29 Restrictions on foreign ownership of Indian securities, if any:

6 · 14 Description of Equity Shares and Terms of the Articles of Association

6 · 14.1 Rights of members regarding voting, dividend, lien on shares and the process for modification of such rights and forfeiture of shares.

6 · 14.2 Main provisions of the Articles of Association.

6 · 15 Other Information

6 · 15.1 List of material contracts and inspection of documents for inspection:

6 · 15.1.1 Material contracts.

190 · Inserted proviso, vide SEBI Circular No. SEBI/CFD/DIL/DIP/18/2006/28/1 dated November 28, 2007.

6 · 15.1.2 Documents.

6 · 15.1.3 Time and place at which the contracts, together with documents, will be available for inspection from the date of prospectus until the date of closing of the subscription list.

6 · 15.2 Declaration

191 · ((a) The draft prospectus (in case of issues other than fast track issues), red herring prospectus and prospectus shall be approved by the Board of Directors of the issuer and shall be signed by all Directors, the Chief Executive Officer, i.e., the Managing Director or Manager within the meaning of the Companies Act, 1956 and the Chief Financial Officer, i.e., the whole-time Finance Director or any other person heading the finance function and discharging that function.

192 · (SECTION II - CONTENTS OF ABRIDGED PROSPECTUS

6 · 16 General Instructions: The information to be provided under each of the heads specified below shall be as per the requirement of 193 (Section I) of Chapter VI except when specified otherwise.

6 · 16.1 The Abridged Prospectus shall be printed in a font size which shall not be visually smaller than TIMES NEW ROMAN Size 10.

6 · 16.2 The order in which items appear in the Abridged Prospectus shall correspond, wherever applicable, to the order in which items appear in the Prospectus.

6 · 16.3 The application form shall be so positioned that on the tearing-off of the application form, no part of the information given in the Abridged Prospectus is mutilated.

191 · Substituted sub-clause, vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007, for the following:

192 · Substituted for Section II of Chapter VI, vide SEBI Circular No. SEBI/CFD/DIL/DIP/14/2005/25/1 dated January 25, 2005. The text of Section II, prior to this substitution, is given at the end of these Guidelines, after Schedule XXIX .

193 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/19/2006/31/3 dated March 31, 2006 for the letters and figure "Part I". .

6 · 17 General Information

6 · 17.1 The name of the issuer company and address of the registered office of the issuer company, along with telephone number, fax number, email address and website address, and where there has been a change in the address of the registered office or name of the Issuer, details thereof.

6 · 17.2 Name/s of stock exchanges where listing of the securities is proposed.

6 · 17.3 Dates of opening, earliest closing and closing of the issue.

6 · 17.3A 194 (Disclosure under the heading "IPO Grading", stating all the grades obtained for the IPO, along with the rationale/ description furnished by the credit rating agency(ies) for each of the grades obtained.)

6 · 17.4 Disclaimer Clause of SEBI

6 · 17.5 Consolidated Disclaimer Clause of Stock Exchanges: Disclaimer clauses of stock exchanges shall be combined into a single disclaimer clause with appropriate reference to individual stock exchanges.

6 · 17.6 Disclaimer Statement of the issuer company and merchant banker

6 · 17.7 Name and address of the Lead Managers, along with telephone number, fax number, website address, name of contact person and email address.

6 · 17.8 Name and address of the brokers along with phone numbers.

6 · 17.9 195 (Name and address of the collecting bankers and/or Designated Branches of Self Certified Syndicate Banks)

6 · 17.10 Name and address of the registrars to the issue along with phone number, fax number, website address, name of contact person and email address.

6 · 17.11 Name and address of the trustee under debenture trust deed (in case of a debenture issue) along with phone number, fax number, website address, name of contact person and email address.

194 · Substituted, vide SEBI Circular No. SEBI/CFD/DIL/DIP/25/2007/30/4 dated April 30, 2007, for the following clause, which was inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/21/2006/19/4 dated April 19, 2006:

195 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/31/2008/30/7 dated July 30, 2008 for the following: "Name and address of the collecting bankers"

6 · 17.12 Name and address of the statutory auditors.

6 · 17.13 Rating for the proposed debenture/ preference shares issue, if any, obtained from the credit rating agencies.

6 · 17.14 Name and address of the underwriters and the amount underwritten by them, if applicable.

6 · 17.15

6 · 17.16 Provisions of sub section (1) of Section 68A of the Companies Act, 1956 relating to punishment for impersonation.

6 · 17.17 Declaration about the issue of allotment letters/ refunds within a period of 30 days and interest in case of delay in dispatching refund/ allotment letters @ 15% per annum or at the rate as may be specified.

6 · 17.18 Risk Factors and proposals to address the same.

6 · 18 Capital Structure of the issuer company

6 · 18.1 Following details to be furnished:

6 · 18.2 Complete Notes to the Capital Structure.

6 · 18.3 A disclosure to the effect that the securities offered through this public/ rights issue shall be made fully paid up or forfeited within 12 months from the date of allotment of securities in a manner as specified in clause 8.5.2.

6 · 19 Terms of the Present Issue

6 · 19.1

6 · 19.2 Instructions for applicants

196 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/31/2008/30/7 dated July 30, 2008.

198 · (Provided that in case of an issue of securities which is wholly required to be made in the dematerialized form, it would not be necessary to require bank account details in the application form.

197 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/31/2008/30/7 dated July 30, 2008.

198 · Inserted two provisos vide SEBI Circular No. SEBI/CFD/DIL/DIP/18/2006/20/1 dated January 20, 2006.

199 · ((iia)Provision in the application form for Applications Supported by Blocked Amount, for inserting particulars relating to bank account number which is authorised to be blocked and other particulars as specified by SEBI in this regard.)

200 · (Instruction to applicants to disclose Permanent Account Number in the application form, irrespective of the amount for which application / bid is made, along with the instruction that applications without Permanent Account Number would be rejected.)

201 · (v. Brief mention of the various intended modes of making refunds (as disclosed in the prospectus).)

6 · 19.3 Any special tax benefits for company and its shareholders (Only section numbers of the Income Tax Act and their substance should be mentioned, without reproducing the text of the sections).

6 · 20 Particulars of the Issue

6 · 21 Company, Management and Project

6 · 21.1 History and main objects and present business of the company.

6 · 21.2 Promoters and their background.

6 · 21.3 Names, address and occupation of manager, managing director, and other Directors (including nominee-directors and whole-time directors) giving their directorships in other companies.

199 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/31/2008/30/7 dated July 30, 2008.

200 · Substituted sub-clause, vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007, for the following:

201 · Inserted sub-clause, vide SEBI Circular No. SEBI/CFD/DIL/DIP/18/2006/20/1 dated January 20, 2006.

6 · 21.4 Location of the project

6 · 21.5 Plant and machinery, technology, process, etc

6 · 21.6 Collaboration, any performance guarantee or assistance in marketing by the collaborators

6 · 21.7 Infrastructure facilities for raw materials and utilities like water, electricity, etc.

6 · 21.8 Schedule of implementation of the project and progress made so far, giving details of land acquisition, civil works, installation of plant and machinery, trial production, date of commercial production etc

6 · 21.9 Products/Services

6 · 21.9.1 Nature of the products/services and end users

6 · 21.9.2 Existing, licensed and installed capacity of the product, demand of the product-existing, and estimated in the coming years as estimates by a Government authority or by any other reliable institution, giving source of the information. In case the company is providing services, relevant information in regard to nature/ extent of services, etc., have to be furnished.

6 · 21.9.3 Approach to marketing and proposed marketing set up

6 · 21.9.4 Export possibilities and export obligations, if any.

6 · 21.9.5 Stock Market Data: Disclose particulars of:-

6 · 24 Outstanding Litigations and Defaults (in a summarised tabular form)

6 · 24.1 Whether all payment/refunds, debentures, deposits of banks or companies, interest on deposits, debenture interest, institutional dues have been paid up to date. If not, details of the arrears, if any, to be stated .

6 · 25 Material Development: Any material development after the date of the latest balance sheet and its impact on performance and prospects of the company.

6 · 26 Expert opinion obtained, if any.

6 · 27 Change, if any, in directors and auditors during the last three years and reasons thereof.

6 · 28 Time and Place of Inspection of material contracts (List of material contracts not required)

6 · 29 Financial Performance of the Company for the Last Five Years (Figures to be taken from the audited annual accounts in a tabular form)

6 · 29.1

6 · 29.2 Management Discussions and Analysis on Accounts

6 · 30 Listed Ventures of Promoters

6 · 31 Previous Public or Rights Issues, if any ,of last 5 years

6 · 32 Disclosure on Investor Grievances & Redressal System

6 · 33 Statement regarding minimum subscription clause:

6 · 33.20 For Non-underwritten Public Issues

6 · 33.21 For Underwritten Public Issues

6 · 33.22 For Composite Issues

6 · 34 Signatories to the Offer Document.)

6 · 39 202 (The letter of offer shall fulfill the requirements and shall contain the disclosures as specified under 203 (Section I of this Chapter.)

204 · (Provided that nothing contained in clauses 6.8.2.2, 6.8.2.3, subclauses (a), (b), (c), (d) and (e) of clause 6.8.3.2, clauses 6.8.4.12, 6.9.2.1, 6.9.2.2, 6.9.2.3, 6.9.2.4, 6.9.4, 6.9.6, 6.10.3, 6.12.16, 6.12.17, 6.12.18, 6.12.20 and 6.12.21 shall apply to a rights issue falling under 2.1.2A.1.)

205 · (Provided further that) information in terms of clauses 6.8.2.2, 6.8.2.3, sub-clauses (a), (b), (c), (d) and (e) of clause 6.8.3.2, clauses 6.8.4.12, 6.9.2.1, 6.9.2.2, 6.9.2.3, 6.9.2.4, 6.9.4 6.9.6 ,6.10.3, 6.12.16, 6.12.17, 6.12.18, 6.12.20 and 6.12.21 may not be disclosed in the letter of offer, if the following conditions are fulfilled:

202 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/19/2006/31/3 dated March 31, 2006 for the following: "The letter of offer shall fulfill the requirements and shall contain disclosures as specified under Section I of this Chapter for the prospectus under the following heads: Explanation:

203 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007 for the words "Section of this Chapter"

204 · Inserted proviso, vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/28/11 28 dated November 28, 2007.

205 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/28/11 28 dated November 28, 2007.

6 · 40 Cover Pages

6 · 40.1 The front and back cover pages of the letter of offer shall comply with the requirements specified under 207 (clause 6.4 of Section I) of this Chapter.

206 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007 for the words "aforesaid".

207 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/14/2005/25/1 dated January 25, 2005 for "clause 6.2 of Section I".

6 · 41 General information

6 · 41.1 Name and address of registered office of the company.

6 · 41.2 Issue listed at: [Name (s) of the Stock Exchanges]

6 · 41.3 Opening, closing dates of the issue.

6 · 41.4 Name and address of Lead Merchant Bankers.

6 · 41.5 Name and address of Trustees under Debenture Trust Deeds (in case of debenture/ issue).

6 · 41.6 Rating for the Debenture/ Preference Shares, if any, obtained from any Credit Rating Agency.

6 · 41.7 Provisions of sub-section (1) of Section 68A of the Companies Act, 1956 relating to punishment for fictitious applications.

6 · 41.8 Declaration about the issue of allotment letters/refunds within a period of 208 (15 days) and interest in case of delay in refund at the prescribed rate under Section 73(2)/ (2A).

6 · 41.9 Declaration by the Board of Directors stating that all moneys received out of issue of shares or debentures through an offer document shall be transferred to a separate bank account other than the bank account referred to in sub-section (3) of section 73;

6 · 41.10 Minimum Subscription Clause: The minimum subscription clause shall be incorporated as under:

209 · (6.41.10.1) For Non-underwritten Rights Issue

208 · Substituted vide SEBI circular No. SEBI/CFD/DIL/DIP/32/2008/28/08 dated August 28, 2008 for the words and figures "7 weeks". .

209 · Renumbered clause 6.41.11 as "clause 6.41.10.1", vide SEBI Circular No. SEBI/CFD/DIL/DIP/14/2005/25/1 dated January 25, 2005.

210 · Substituted vide SEBI circular No. SEBI/CFD/DIL/DIP/32/2008/28/08 dated August 28, 2008 for the words and figures "forty two days". .

211 · (fifteen days) after closure of the issue), the company will pay interest for the delayed period, at rates prescribed under sub-sections (2) and (2A) of Section 73 of the Companies Act, 1956.

212 · (6.41.10.2) For Underwritten Rights Issue

6 · 42 Capital structure of the company y

6 · 43 Terms of the present issue

6 · 43.1 Authority for the issue, terms of payments and procedure and time schedule for allotment and issue of certificates.

211 · Substituted vide SEBI circular No. SEBI/CFD/DIL/DIP/32/2008/28/08 dated August 28, 2008 for the words and figures "forty two days". .

212 · Renumbered clause 6.41.12 as "clause 6.41.10.2", vide SEBI Circular No. SEBI/CFD/DIL/DIP/14/2005/25/1 dated January 25, 2005.

213 · Substituted vide SEBI circular No. SEBI/CFD/DIL/DIP/32/2008/28/08 dated August 28, 2008 for the words and figures "forty two days". .

214 · Substituted vide SEBI circular No. SEBI/CFD/DIL/DIP/32/2008/28/08 dated August 28, 2008 for the words and figures "forty two days". .

6 · 43.2 How to apply - availability of forms, letter of offer and mode of payment.

6 · 43.3 Special tax benefits to company and shareholders under the Income tax Act, if any.

6 · 44 Particulars of the issue

6 · 44.1 Object of the issue.

6 · 44.2 Project Cost.

6 · 44.3 Means of financing (including contribution of promoters).

6 · 45 Company, management and project

6 · 45.1 History, main objects and present business of the company.

6 · 45.2 Background of promoters, Managing Director/ Whole time Director and names of nominees of institutions, if any, on the Board of Directors including key management personnel.

6 · 45.3 Location of the Project.

6 · 45.4 Plant and Machinery, technology, process etc .

6 · 45.5 Collaboration, performance guarantee if any, or assistance in marketing by the collaborators.

6 · 45.6 Infrastructure facilities for raw materials and utilities like water, electricity, etc.

6 · 45.7 Schedule of implementation of the project and progress made so far, giving details of land acquisition, execution of civil works, installation of plant and machinery, trial production, date of commercial production, if any.

6 · 45.8 The products:

6 · 45.9 Future prospects - The expected year when the company would be able to earn net profit, declare dividend.

6 · 45.10 Change, if any, in directors and auditors during the last three years and reasons thereof.

6 · 46 Financial performance of the company for the last five years:

6 · 46.1 Balance Sheet Data: Equity Capital, Reserves (State Revaluation Reserve, the year of revaluation and its monetary effect on assets) and borrowings.

6 · 46.2 Profit and Loss data: Sales, Gross profit, Net profit, Dividend paid if any.

6 · 46.3 Any change in accounting policies during the last three years and their effect on the profits and the reserves of the company.

6 · 46.4 Stock market quotation of shares/ debentures of the company, if any, (high/ low price in each of the last three years and monthly high /low price during the last six months)

6 · 46.5 Details of any pending litigations, defaults against the company, these group companies and the business relationship of these companies with the issuing company.

6 · 46.6 Promise versus performance for the earlier Public/ Rights issues of the Company, or group companies.

6 · 46.7 Financial performance of the subsidiary company/ group company.

6 · 46.8 215 (The accounting ratios as mentioned in 216 (clause 6.8.4.11). Provided that, the lead merchant banker shall not proceed with the issue in case the accounting ratios mentioned above, do not justify the issue price.)

6 · 47 Risk Factors and Management perception of risk factors.

215 · Substituted vide SEBI Circular No. DIP (Compendium) Circular No. 3 dated August 04, 2000 for "Justification of premium" .

216 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/14/2005/25/1 dated January 25, 2005 for "clause 6.13.1". .

6 · 48 The information for the period between the last date of the balance sheet and profit and loss account sent to the shareholders and up to the end of the last but one month preceding the date of the letter of offer shall be furnished.

6 · 48.1 Working results of the company under following heads:

6 · 48.2 Material changes and commitments, if any, affecting financial position of the company.

6 · 48.3 Week-end prices for the last four weeks; current market price; and highest and lowest prices of equity shares during the period with the relative dates.

6 · 49 Following particulars in regard to the listed companies under the same management within the meaning of section 370(1B) which made any capital issue in the last three years.

6 · 50 Management discussion and analysis of the financial conditions and results of the operations as reflected in the financial statement.

6 · 50.1 Any material development after the date of the latest balance sheet and its impact on performance and prospects of the company.

6 · 51 Outstanding litigation

6 · 52 Expert opinion obtained if any.

6 · 53 Statutory and other information

6 · 53.1 Option to Subscribe

6 · 53.2 Material contracts and time and place of inspection.

6 · 54 Undertaking by Directors

217 · (SECTION IV - CONTENTS OF THE ABRIDGED LETTER OF OFFER

6 · 55 The abridged letter of offer shall contain disclosures as specified in Section II of this Chapter.

6 · 56 The order in which items shall appear in the abridged letter of offer shall correspond, wherever applicable, to the order in which items appear in the letter of offer.

6 · 57 The abridged letter of offer shall also include the following disclosures:

217 · Inserted Section IV, vide SEBI Circular No. SEBI/CFD/DIL/DIP/19/2006/31/3 dated March 31, 2006.

218 · (CHAPTER VIA

6A · 1 PRELIMINARY

6A · 2 ELIGIBILITY FOR ISSUE OF IDRS

6A · 3 INVESTORS

219 · (In every issue of IDR –

218 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/20/2006/3/4 dated April 3, 2006.

219 · Substituted sub-clause, vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007 for the following:

220 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007 for the words "Rs.2,00,000/-"

6A · 4 MINIMUM ISSUE SIZE:

6A · 5 MINIMUM SUBSCRIPTION:

6A · 6 GENERAL INSTRUCTIONS WITH RESPECT TO CONTENTS OF THE PROSPECTUS:

221 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007 for the words "Rule 5(i)(b)."

6A · 7. DISCLAIMER

6A · 8 THE ISSUE

6A · 9 FORWARD LOOKING STATEMENTS

6A · 10 GENERAL INFORMATION

6A · 11 RISK FACTORS & MANAGEMENT PERCEPTION, IF ANY

6A · 12 RECENT DEVELOPMENTS

6A · 13 MARKET PRICE INFORMATION AND OTHER INFORMATION CONCERNING THE SHARES IN THE DOMESTIC MARKET OF THE ISSUER

6A · 14 DIVIDENDS

6A · 15 EXCHANGE RATES

6A · 16 FOREIGN INVESTMENT AND EXCHANGE CONTROLS OF THE COUNTRY OF INCORPORATION/ WHERE SHARES ARE LISTED

6A · 17 OBJECTS OF THE ISSUE / USE OF PROCEEDS

6A · 18 CAPITALISATION STATEMENT

6A · 19 CAPITAL STRUCTURE

6A · 20 FINANCIAL INFORMATION

222 · (Provided that the gap between the date of issue and the date of report shall not be more than 180 days, wherever statutory audit is required under laws of the country where the issuer is incorporated.)

222 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007 for the following:

6A · 21 STATEMENT ON MATERIAL DEVELOPMENTS SUBSEQUENT TO THE DATE OF THE LAST FINANCIAL STATEMENTS AS DISCLOSED IN THE PROSPECTUS

223 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007 for the words "120 days".

6A · 22 MANAGEMENT DISCUSSION AND ANALYSIS OF THE FINANCIAL STATEMENTS (BY COMPARING THE RECENT FINANCIAL YEAR WITH THE PREVIOUS THREE FINANCIAL YEARS)

6A · 23 INDUSTRY AND BUSINESS OVERVIEW

6A · 24 DETAILS OF THE ISSUER

6A · 25 SUBSIDIARIES AND ASSOCIATES OF THE ISSUER

6A · 26 MANAGEMENT

224 · (Promoters and their background. If there are no identifiable promoters, details and background of all the persons who hold 5% or more equity share capital of the company.)

224 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007 for the following:

6A · 27 SECURITIES MARKET OF THE COUNTRY OF INCORPORATION/ WHERE SHARES ARE LISTED

6A · 28 DESCRIPTION OF THE INDIAN DEPOSITORY RECEIPTS AND RIGHTS OF IDR HOLDERS

6A · 29 PROVISIONS REGARDING TRANSFER OF SHARES AND DEPOSITORY RECEIPTS

6A · 30 INFORMATION RELATING TO THE DEPOSITARY - INDIAN & INTERNATIONAL

6A · 31 APPROVALS OF THE GOVERNMENT/REGULATORY AUTHORITIES

6A · 32 TAXATION FRAMEWORK IN INDIA AND THE COUNTRY OF INCORPORATION/ WHERE SHARES ARE LISTED

6A · 33 OUTSTANDING LITIGATIONS AND DEFAULTS

6A · 34 BASIS OF ISSUE PRICE

6A · 35 MAIN PROVISIONS OF ARTICLES OF ASSOCIATION / MAIN CHARTER OF THE ISSUER

6A · 36 MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION

6A · 37 OTHER INFORMATION

5 · General Information

5 · 1 The name of the issuer company and address of the registered office of the issuer company, along with telephone number, fax number, e-mail address and website address, and where there has been a change in the address of the registered office or name of the Issuer, details thereof.

5 · 2 Name, address and contact information of the registered office of the company;

5 · 3 Name, address and contact information of the Domestic Depository, the Overseas Custodian Bank with the address of its office in India, the Merchant Banker, the Underwriter to the issue, Advisors to the issue and any other intermediary which may be appointed in connection with the issue of IDRs;

5 · 4 Interest of Experts and Counsel

5 · 5 Name, address and contact information of the compliance officer in relation to the issue of IDRs. The compliance officer should be placed in India

5 · 6 Name, address and contact information of Stock Exchanges where applications are made or proposed to be made for listing of the IDRs;

5 · 7 Disclosure about provisions relating to punishment for fictitious applications;

5 · 8 Statement/declaration for refund of excess subscription

5 · 9 Statement that an interest of 15% p.a. would be paid to the investors if the allotments letters / refund orders are not despatched within 15/30 days of the closure of the public issue, as the case may be

5 · 10 declaration about issue of allotment letters/certificates/ IDRs within the stipulated period;

5 · 11 date of opening of issue;

5 · 12 date of closing of issue;

5 · 13 Method and Expected Timetable of the issue

5 · 14 a statement that subscription to the issue shall be kept open for atleast 3 working days and not more than 10 working days

5 · 15 date of earliest closing of the issue;

5 · 16 declaration by the Merchant Banker with regard to adequacy of resources of underwriters to discharge their respective obligations, in case of being required to do so;

5 · 17 a statement by the issuing company that all moneys received out of issue of IDRs shall be transferred to a separate domestic bank account, name and address of the bank and the nature and number of the account to which the amount shall be credited;

5 · 18 details of availability of prospectus and forms, i.e., date, time, place etc;

5 · 19 amount and mode of payment seeking issue of IDRs

5 · 20 Disclosure on Investor Grievances and Redressal System:

5 · 21 That the company undertakes to subject itself to the jurisdiction of Indian Courts having jurisdiction over the place where the stock exchange is situated regarding grievances of the applicants for IDRs

6 · Capital Structure of the issuer company

6 · 1 Authorised, issued, subscribed and paid up capital (Number of instruments, description, aggregate nominal value).

6 · 2 Size of present issue.

6 · 3 Paid-up Capital:

6 · 4 Detailed notes to Capital Structure

7 · Terms of the Present Issue

7 · 1 Authority for the issue, terms of payment and procedure and time schedule for allotment and issue of certificates/ refund orders.

7 · 2 The clause "Interest in Case of Delay in Despatch of Allotment Letters/ Refund Orders in Case of Public Issues" shall appear.

8 · Instructions for applicants

8 · 1 How to Apply, Availability of Prospectus, Abridged Prospectus and Application Forms, Mode of Payment and Book building procedure, if relevant.

8 · 2 In the application form, the declaration relating to Nationality and Residentship shall be shown prominently as under:

8 · 3 The application form should contain necessary instructions/ provisions for the following:

225 · (Instruction to applicants to disclose Permanent Account Number in the application form, irrespective of the amount for which application / bid is made, along with the instruction that applications without Permanent Account Number would be rejected.)

8 · 4 Any special tax benefits for company and its shareholders (Only section numbers of the Income Tax Act and their substance should be mentioned, without reproducing the text of the sections)

8 · 5 Restrictions on investments in IDRs / fungibility of IDRs

9 · Particulars of the Issue

9 · 1 Objects of the issue

9 · 2 Project cost

9 · 3 Means of financing

9 · 4 Name of Appraising Agency, if any

9 · 5 Name of Monitoring Agency, if any

10 · Description of the Indian Depository Receipts and Rights of IDR Holders

10 · 1 Brief description of the Indian Depository Receipts

10 · 2 Dividends, Other Distributions and Rights of IDR holders

10 · 3 Voting rights and their manner of exercise by IDR holders, if any.

10 · 4 Record dates and how the same will be disclosed.

10 · 5 Reports and other communication to which the IDR holders will be entitled.

10 · 6 Conversion procedure of IDRs into shares

10 · 7 Governing Law regarding various aspects of IDRs and transactions therein.

225 · Substituted sub-clause, vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007.

11 · Company, Management and Project

11 · 1 History and main objects and present business of the company.

11 · 2 Promoters / controlling shareholders and their background.

11 · 3 Names, address and occupation of manager, managing director, and other Directors (including nominee-directors and whole-time directors) giving their directorships in other companies.

11 · 4 Location of the project

11 · 5 Plant and machinery, technology, process, etc

11 · 6 Collaboration, any performance guarantee or assistance in marketing by the collaborators

11 · 7 Infrastructure facilities for raw materials and utilities like water, electricity, etc.

11 · 8 Schedule of implementation of the project and progress made so far, giving details of land acquisition, civil works, installation of plant and machinery, trial production, date of commercial production etc

11 · 9 Nature of the products/services and end users

11 · 10 Existing, licensed and installed capacity of the product, demand of the product-existing, and estimated in the coming years as estimates by a Government authority or by any other reliable institution, giving source of the information. In case the company is providing services, relevant information with regard to nature/ extent of services, etc., have to be furnished.

11 · 11 Approach to marketing and proposed marketing set up

11 · 12 Export possibilities and export obligations, if any.

11 · 13 Stock Market Data: Disclose particulars of:-

12 · Particulars with regard to the subsidiaries / associates of the issuer

12 · 1 Date of Incorporation;

12 · 2 Nature of activities;

12 · 3 Equity Capital;

12 · 4 Reserves (excluding revaluation reserve);

12 · 5 Sales;

12 · 6 Profit after tax (PAT);

12 · 7 Earnings per share (EPS); and

12 · 8 Net Asset Value (NAV);

13 · Basis for Issue Price

13 · 1 Earnings per share i.e. EPS pre-issue for the last three years (as adjusted for changes in capital);

13 · 2 P/E pre-issue

13 · 3 Average return on net worth in the last three years

13 · 4 Minimum return on increased net worth required to maintain pre-issue EPS;

13 · 5 Net Asset Value per share based on last balance sheet;

13 · 6 Net Asset Value per share after issue and comparison thereof with the issue price.

13 · 7 Comparison of all the accounting ratios of the issuer company as mentioned above with the industry average and with the accounting ratios of the peer group (i.e., companies of comparable size in the same industry. (Indicate the source from which industry average and accounting ratios of the peer group has been taken)

13 · 8 The face value of shares (including the statement about the issue price being "X" times of the face value) and that of the IDRs. The aggregate face value of the total equity shares underlying a single IDR also shall be given

19 · 1 Balance Sheet Data: Equity Capital, Reserves (State Revaluation Reserve, the year of revaluation and its monetary effect on assets) and borrowings

19 · 2 Profit and Loss data: Sales, Gross profit, Net profit, dividend paid, if any

19 · 3 Any change in accounting policies during the last three years and their effect on the profits and the reserves of the company

19 · 4 Following information as extracted from the report of the auditors reproduced in the main prospectus:

7 · 0 The post issue obligations shall be as follows:

7 · 1 226 (Deleted)

7 · 2 Post - Issue Monitoring Reports

7 · 2.1 Irrespective of the level of subscription, the post-issue Lead Merchant Banker shall ensure the submission of the post-issue monitoring reports as per formats specified in Schedule XVI.

7 · 2.2 These reports shall be submitted within 3 working days from the due dates.

7 · 2.2.1 227 (The due date for submitting Post Issue Monitoring report in case of public issues by listed and unlisted companies:

3 · day monitoring report in case of issue through book building route, for book built portion:

3 · day monitoring report in other cases, including fixed price portion of book built issue:

226 · Omitted vide SEBI Circular No. RMB (Compendium) Series Circular No. 2 (1999-2000) dated February 16, 2000:

7 · 1.1 Lead Merchant Banker responsible for post issue obligations (post issue Lead Merchant Banker) shall ensure that a public representative nominated by the Board is associated in the process of finalisation of basis of allotment in following cases:

227 · Substituted vide SEBI Circular No. RMB (Compendium) Series Circular No. 1 (2001-2002) dated circular dated July 17, 2001, for the following:

7 · 2.2.2 228 (The due dates for submitting post issue monitoring report in case of Rights issues):

229 · (7.2.2.3 Due diligence certificate to be submitted with final post issue monitoring report

7 · 3 Redressal of Investor Grievances

7 · 3.1 230 (The Post - Issue Lead Merchant Banker shall actively associate himself with post-issue activities namely, allotment, refund, despatch and giving instructions to Self Certified Syndicate Banks and shall regularly monitor redressal of investor grievances arising therefrom.)

7 · 4 Co-ordination with Intermediaries

7 · 4.1

228 · Substituted vide SEBI Circular No. RMB (Compendium) Series Circular No. 1 (2001-2002) dated July 17, 2001 for "Rights Issues".

229 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007.

230 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/31/2008/30/7 dated July 30, 2008 for the following: "The Post - Issue Lead Merchant Banker shall actively associate himself with post-issue activities namely, allotment, refund and despatch and shall regularly monitor redressal of investor grievances arising therefrom."

7 · 4.1.1 233 (Deleted).

7 · 4.1.2 Underwriters

7 · 4.1.3 Bankers to an issue

231 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/31/2008/30/7 dated July 30, 2008.

232 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/31/2008/30/7 dated July 30, 2008 for the words "those accompanied by stockinvest"

233 · Omitted the following clause vide SEBI Circular No. SEBI/CFD/DIL/DIP/12/2004/8/4 dated April 8, 2004: "Stock Invest

7 · 5 Post-issue Advertisements

7 · 5.1 234 (Post-issue Lead Merchant Banker shall ensure that in all issues, advertisement giving details relating to oversubscription, basis of allotment, number, value and percentage of all applications including Applications Supported by Blocked Amount 235 (), number, value and percentage of successful allottees for all applications including Applications Supported by Blocked Amount 236 (), date of completion of despatch of refund orders /instructions to Self Certified Syndicate Banks by the Registrar, date of despatch of certificates and date of filing of listing application is released within 10 days from the date of completion of the various activities at least in an English National Daily with wide circulation, one Hindi National Paper and a Regional language daily circulated at the place where registered office of the issuer company is situated.)

7 · 5.2 Post-issue Lead Merchant Banker shall ensure that issuer company/ advisors/ brokers or any other agencies connected with the issue do not publish any advertisement stating that issue has been oversubscribed or indicating investors' response to the issue, during the period when the public issue is still open for subscription by the public.

7 · 5.3 Advertisement stating that "the subscription to the issue has been closed" may be issued after the actual closure of the issue.

7 · 6 Basis of Allotment

7 · 6.1 237 (In a public issue of securities, the Executive Director/Managing Director of the Designated Stock Exchange along with the post issue

234 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/31/2008/30/7 dated July 30, 2008 for the following: "Post-issue Lead Merchant Banker shall ensure that in all issues, advertisement giving details relating to

234 · oversubscription, basis of allotment, number, value and percentage of applications

234 · g

234 · (), number, value and percentage of successful allottees 234 (), date of completion of despatch of refund orders, date of despatch of certificates and date of filing of listing application is released within 10 days from the date of completion of the various activities at least in an English National Daily with wide circulation, one Hindi National Paper and a Regional language daily circulated at the place where registered office of the issuer company is situated."

235 · Omitted the words "received along with stockinvest" vide SEBI Circular No. SEBI/CFD/DIL/DIP/14/2005/25/1 dated January 25, 2005.

7 · 6.1.1 Proportionate Allotment Procedure

239 · (Allotment shall be on proportionate basis within the specified categories, rounded off to the nearest integer subject to a minimum allotment being equal to the minimum application size as fixed and disclosed by the issuer.

238 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/14/2005/25/1 dated January 25, 2005.

7 · 6.1.2 240 (Reservation for Retail Individual Investor)

7 · 6.1.2.1 241 (The above proportionate allotments of securities in an issue that is oversubscribed shall be subject to the reservation for 242 (Retail individual investors) as described below:

240 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/12/2004/8/4 dated April 8, 2004 for "Reservation for Small Individual Applicants".

241 · Substituted vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003 for the following:

242 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/12/2004/8/4 dated April 8, 2004 for "small individual applicants".

7 · 6.2 243 (The drawal of lots (where required) to finalise the basis of allotment, shall be done in the presence of a public representative on the Governing Board of the Designated Stock Exchange.)

7 · 6.3 244 (The basis of allotment shall be signed as correct by the Executive Director/Managing Director of the designated stock exchange and the public representative (where applicable) in addition to the lead merchant banker responsible for post issue activities and the Registrar to the Issue. The designated stock exchange shall invite the public representative on a rotation basis from out of the various public representatives on its governing board.)

7 · 7 Other Responsibilities

245 · (7.7.1 The lead merchant banker shall ensure that the despatch of share certificates/ refund orders/ 246 () and demat credit is completed and the allotment and listing documents submitted to the stock exchanges within 2 working days of 247 (the date of allotment.)

243 · Substituted vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003 for the following:

244 · Substituted vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003 for the following:

245 · Inserted Clause nos. 7.7.1 and 7.7.2 and consequently renumbered Clause nos. 7.7.1 to 7.7.5 as Clause Nos. 7.73 to 7.7.7 respectively, vide SEBI Circular No. DIP (Compendium) Circular No. 3 dated August 04, 2000.

246 · Omitted the words "cancelled stock invests" vide SEBI Circular No. SEBI/CFD/DIL/DIP/14/2005/25/1 dated January 25, 2005.

247 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007 for the words "finalisation of the basis of allotment".

7 · 7.2 The post issue lead manager shall ensure that all steps for completion of the necessary formalities for listing and commencement of trading at all stock exchanges where the securities are to be listed are taken within 7 working days of finalisation of basis of allotment.)

7 · 7.3 Lead Merchant Banker shall ensure payment of interest to the applicants for delayed dispatch of allotment letters, refund orders, etc. as prescribed in the offer document.

7 · 7.4 The Post-issue Lead Merchant Banker shall ensure that the despatch of refund orders / allotment letters /share certificates is done by way of registered post / certificate of posting as may be applicable.

7 · 7.5 248 (In case of all issues, advertisement giving details relating to oversubscription, basis of allotment, number, value and percentage of all applications received including Applications Supported by Blocked Amount 249 (), number, value and percentage of successful allottees for all applications including Applications Supported by Blocked Amount 250 (), date of completion of despatch of refund orders /instructions to Self Certified Syndicate Banks by the registrar, date of despatch of certificates and date of filing of listing application.)

7 · 7.6 Such advertisement shall be released within 10 days from the date of completion of the various activities.

7 · 7.7 Post-issue Lead merchant banker shall continue to be responsible for post issue activities till the subscribers have received the shares/ debenture certificates or refund of application moneys and the listing agreement is entered into by the issuer company with the stock exchange and listing/ trading permission is obtained.

7 · 8 251 (Deleted)

248 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/31/2008/30/7 dated July 30, 2008 for the following: "In case of all issues, advertisement giving details relating to oversubscription, basis of allotment, number,

248 · value and percentage of applications received

248 · 248 (), number, value and percentage of successful allottees 248 (), date of completion of despatch of refund orders, date of despatch of certificates and date of filing of listing application."

249 · Omitted the words "alongwith stockinvest" vide SEBI Circular No. SEBI/CFD/DIL/DIP/14/2005/25/1 dated January 25, 2005.

250 · Omitted the words "who have applied through stockinvest" vide SEBI Circular No. SEBI/CFD/DIL/DIP/14/ 2005/25/1 dated January 25, 2005.

251 · Omitted the following clause vide SEBI Circular No. SEBI/CFD/DIL/DIP/14/2005/25/1 dated January 25, 2005:

7 · 8.1 The Post-Issue Lead Merchant Banker shall submit within two weeks from the date of allotment, a Certificate to the Board certifying that the stockinvests on the basis of which allotment was finalised, d, have been realised."

8 · 0 The Lead Merchant Banker shall ensure compliance with the following:

8 · 1 252 (Omitted)

8 · 2 253 (Public issue and listing of Convertible Debt Instruments)

8 · 2.1 254 (Deleted)

252 · Omitted the following clause vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003: "P "Public Offer by Unlisted Companies with Post Issue Capital upto Rs.5 crores

8 · 1.1 An unlisted company, with a commercial operation of less than two years proposing to issue securities to the public, resulting in post issue capital of Rs.3 crores and not exceeding Rs.5 crores, shall be eligible to apply for listing of securities only on those stock exchange(s) where trading of securities is screen-based.

8 · 1.2 The issuer company shall appoint market maker(s) on all the stock exchanges where the securities are proposed to be listed.

8 · 1.3 The appointment of market makers shall be subject to the following :-

8 · 1.4 The unlisted companies whose capital after the proposed issue of securities is less than Rs.3 crores shall be eligible to be listed only on the Over the Counter Exchange of India."

8 · 2.1 An unlisted infrastructure company making a public issue of pure debt instruments / convertible debt instruments and a Municipal Corporation making a public issue of pure debt instruments shall be eligible to apply for listing of these instruments in the stock exchanges subject to the following:

254 · (a credit rating is obtained from at least one credit rating agency registered with the Board for the NCDS.)

254 · (A contribution of atleast 20% of the project cost i.e., objects proposed to be inter alia, financed through the issue, shall be brought in the form of equity. Such equity participation may be brought by the promoter from his own funds or from other sources, subject to the condition that at least 20% of the issue size is brought by way of equity by the promoter from his own funds. In case, the project is to be

8 · 2.2 255 (Deleted)

8 · 2.3 An unlisted company making a public issue of 256 (Convertible Debt Instruments) may, subject to other applicable provisions of these guidelines make a public issue and make an application for listing on the stock exchanges without making a prior public issue of its equity and listing thereof, if the following conditions are fulfilled:

257 · (a credit rating is obtained from atleast one credit rating agency registered with the Board.)

255 · Omitted vide SEBI Circular No. SEBI/CFD/DIL/DIP/32/2008/28/08 dated August 28, 2008 the following:

256 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/32/2008/28/08 dated August 28, 2008 for the words "DSCE".

257 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/32/2008/28/08 dated August 28, 2008 for the following:

258 · (b) A contribution of at least 20% of the project cost, i.e., objects proposed to be, inter alia, financed through the issue, shall be brought in the form of equity. Such equity participation may be brought by the promoter from his own funds or from other sources, subject to the condition that at least 20% of the issue size is brought by way of equity by the promoter from his own funds. If the project is to be implemented in stages, the promoters' contribution as per these requirements shall be with respect to total equity participation till the respective stage vis-àvis the debt raised or proposed to be raised through the issue.)

259 · (c) The issuer company shall agree to comply with the requirements of continuing disclosures as specified under the listing agreement to be entered into with concerned stock exchanges as is applicable for listing of equity shares.)

260 · (d) The issuer company shall agree to obtain prior consent of the holders of the Convertible Debt Instruments, through special resolution to be passed at the general meeting of the Convertible Debt Instrument holders, for change in terms of issue, change in capital structure and change in shareholding pattern.)

261 · (e) There shall be no partly paid up shares/ other securities at the time of filing of draft offer document with the Board and also at time of filing Red Herring Prospectus and Prospectus with ROC.

262 · (f)) An issuer company making an initial public offer of 263 (Convertible Debt Instrument) may come out with a subsequent public issue of equity/ security convertible into equity after allotment during the currency of the 264 (Convertible Debt Instrument) only after complying with the guidelines applicable for an initial public offering of such securities.

258 · Inserted sub-clause, vide SEBI Circular No. SEBI/CFD/DIL/DIP/32/2008/28/08 dated August 28, 2008.

259 · Inserted sub-clause, vide SEBI Circular No. SEBI/CFD/DIL/DIP/32/2008/28/08 dated August 28, 2008.

260 · Inserted sub-clause, vide SEBI Circular No. SEBI/CFD/DIL/DIP/32/2008/28/08 dated August 28, 2008.

261 · Inserted sub-clause, vide SEBI Circular No. SEBI/CFD/DIL/DIP/32/2008/28/08 dated August 28, 2008.

262 · Renumbered sub-clause "8.2.3(b)" as sub-clause "8.2.3(f)", vide SEBI Circular No. SEBI/CFD/DIL/DIP/32/ 2008/28/08 dated August 28, 2008.

263 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/32/2008/28/08 dated August 28, 2008 for the word "DSCE".

264 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/32/2008/28/08 dated August 28, 2008 for the word "DSCE".

267 · (g)) The equity held by the promoters and others may be listed along with the listing of equity in initial public offering of equity/security convertible into equity after allotment or at the time of listing if equity arising on conversion of the 268 (Convertible Debt Instrument).

269 · (h)) If the equity shares held by the promoters is proposed to be listed on conversion of 270 (Convertible Debt Instrument), it shall be ensured that the number of equity shares allotted to the public (after excluding the allotment of equity shares to holders of 271 (Convertible Debt Instrument) issued on firm allotment/reservation basis) as a percentage of the total paid up equity capital after conversion and listing of the promoters equity, is not less than the percentage specified in clause (b) of sub-rule (2) of Rule 19 of Securities Contracts (Regulations) Rules, 1957.

8 · 2.4 The lead merchant banker can mention a price band of 20% (cap in the coupon rate/ price band should not be more than 20% of the floor coupon rate/price) in the offer document filed with the Board and the specific coupon rate/price can be determined by an issuer in consultation with the lead manager at a later date before filing of the offer document with the RoC/s.

8 · 2.5 The issuer may subject to the provisions of Chapter XI of these guidelines, make the issue through book building process to ascertain and determine the coupon rate and price/ conversion price of the 272 (Convertible Debt Instrument)).)

265 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/32/2008/28/08 dated August 28, 2008 for the word "DSCE".

266 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/32/2008/28/08 dated August 28, 2008 for the word "DSCE".

267 · Renumbered sub-clause "8.2.3(c)" as sub-clause "8.2.3(g)", vide SEBI Circular No. SEBI/CFD/DIL/DIP/32/ 2008/28/08 dated August 28, 2008.

268 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/32/2008/28/08 dated August 28, 2008 for the word "DSCE".

269 · Renumbered sub-clause "8.2.3(d)" as sub-clause "8.2.3(h)", vide SEBI Circular No. SEBI/CFD/DIL/DIP/32/ 2008/28/08 dated August 28, 2008.

270 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/32/2008/28/08 dated August 28, 2008 for the words "DSCE".

271 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/32/2008/28/08 dated August 28, 2008 for the words "DSCE".

8 · 2.2.1 273 (Deleted)

8 · 3 Rule 19(2)(b) of SC (R) Rules, 1957

8 · 3.1 274 (In case of a public issue by an unlisted company, the net offer to public shall be at least 10% or 25% as the case may be, of the postissue capital.)

8 · 3.2 275 (In case of a public issue by a listed company, the net offer to public shall be at least 10% or 25%, as the case may be, of the issue size.)

8 · 3.3 276 (Clauses 8.3.1 and 8.3.2 shall not apply to -

272 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/32/2008/28/08 dated August 28, 2008 for the words "DSCE".

273 · Omitted the following Clause vide SEBI Circular No. RMB (Compendium) Series Circular No. 3 (2001-2002) dated January 11, 2002:

274 · Substituted vide SEBI Circular No. RMB (Compendium) Series Circular No. 1 dated July 17, 2001 for the following:

275 · Substituted vide SEBI Circular No. RMB (Compendium) Series Circular No. 1 dated July 17, 2001 for the following:

277 · (8.3.4) The issuer company is free to make reservations and/or firm allotments to various categories of persons mentioned hereafter for the remaining of the issue size subject to other relevant provisions of these guidelines.

277 · Omitted the following Clause no. 8.3.4 and renumbered Clause no. 8.3.5 as 8.3.4, vide SEBI Circular No . RMB (Compendium) Series Circular No. 1 dated July 17, 2001:

277 · by unlisted companies 277 ('in any of the eligible sector)' at least 10% of the securities issued by such company may be offered to the public subject to the following:-

277 · ("Explanation 1 : For the purpose of the above clause company in the eligible sectors shall mean :

279 · (2A. In a public issue (not being a composite issue) by a listed company, the reservation on competitive basis can be made for 280 (retail individual shareholders).

278 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/13/2004/28/5 dated May 28, 2004 for the following: "Permanent employees (including working directors) of the company and in the case of a new company the permanent employees of the promoting companies."

279 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/13/2004/28/5 dated May 28, 2004.

280 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007 for the words "the shareholders who, on the record date ( date fixed for the purpose of determining the eligible shareholders) , are holding shares worth up to Rs. 50,000/- determined on the basis of closing price as on the previous day".

281 · (8.3.5 Application to the Board for Relaxation from applicability of Clause (b) to sub-rule (2) of Rule 19 of the Securities Contracts (Regulation) Rules, 1957 by an unlisted company:

8 · 3.5.1 An unlisted company may make an application to the Board for relaxation from applicability of clause (b) to sub-rule (2) of Rule 19 of the Securities Contracts (Regulation) Rules, 1957 for listing of its shares without making an initial public offer if it satisfies the following conditions:

281 · Inserted clauses 8.35, 8.3.5.1, 8.3.5.2, 8.3.5.3 and 8.3.5.4 vide SEBI Circular No. RMB (Compendium) Series Circular No. 1 dated July 17, 2001.

8 · 3.5.2 282 (An application to the Board under Clause 8.3.5.1 shall be made through the designated stock exchange of the listed company and the designated stock exchange may recommend the application giving the reason therefore.)

8 · 3.5.3 The unlisted company shall take steps for listing, simultaneously on all stock exchanges where the shares of the (transferor) listed company are/were listed, within 30 days of the date of the final order of the High Court/s approving the scheme. The formalities for commencing of

282 · Substituted vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003 for the following:

8 · 3.5.4 Before commencement of trading, the company shall give an advertisement in one English and one Hindi newspaper with nationwide circulation and one regional newspaper with wide circulation at the place where the registered office of the company is situated, giving details as specified in Schedule XXVIII.)

8 · 4 Capital Structure

8 · 4.1 For the purposes of presentation of the capital structure in the specified format, the lead merchant banker shall take into account the following:

8 · 5 Firm Allotments and Reservations

283 · (h) No payment in the nature of discount, commission, allowance or otherwise shall be made by the issuer or promoters, directly or indirectly, to any person who receives securities by way of firm allotment in an issue.)

8 · 6 Terms of the Issue

284 · (8.6.1) Minimum Application Value

285 · The minimum application value shall be within the range of Rs. 5,000 to Rs, 7,000. The issuer company, in consultation with the merchant banker, shall stipulate the minimum application size (in terms of number of shares) falling within the aforesaid range of minimum application value and make upfront disclosures in this regard, in the offer document.

283 · Inserted sub-clause, vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007.

284 · Renumbered clause "8.6.1.1" as clause "8.6.1", vide SEBI Circular No. SEBI/CFD/DIL/DIP/14/2005/25/1 dated January 25, 2005.

285 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/13/2004/28/5 dated May 28, 2004 for the following: "In case of public issue at par, the minimum number of shares for which an application is to be made, shall be fixed at 200 shares of face value of Rs.10/- each."

288 · (iv) The minimum application moneys to be paid by an applicant along with the application money shall not be less than 25% of the issue price.

8 · 6.2 Securities Issued to be Made Fully Paid Up

286 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/13/2004/28/5 dated May 28, 2004 for the following: "Where the public issue is at a premium or comprises security, whether convertible or non-convertible, or the public issue is of more than one security, the minimum application moneys payable in respect of each security by each applicant, shall not be less than Rs 2000/- irrespective of the size of premium subject to applications being for a multiple of tradeable lots;"

287 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/13/2004/28/5 dated May 28, 2004 for the following: "The successful applicants shall be issued by the issuer company share certificates/ instruments for eligible number of shares in tradeable lots."

288 · Omitted the following sub-clauses and sub-clause (v) renumbered as sub-clause (iv) and sub-clause (vii) renumbered as sub-clause (v), vide SEBI Circular No. SEBI/CFD/DIL/DIP/13/2004/28/5 dated May 28, 2004: "(iv) The minimum tradeable lot, in case of shares of face value of Rs.10/- each, shall at the option of the issuer/offeror, be fixed on the basis of offer price as given below:

8 · 7 Restriction on further Capital Issues

8 · 7.1 No company shall make any further issue of capital in any manner whether by way of issue of bonus shares, preferential allotment, rights issue or public issue or otherwise, during the period commencing from the submission of offer document to the Board on behalf of the company for public or rights issues, till the securities referred to in the said offer document have been listed or application moneys refunded on account of non-listing or undersubscription, etc. 289 (unless full disclosures regarding the total capital to be raised from such further issues are made in the draft offer document.)

290 · (Provided that in case of a fast track issue, no such further issue of capital shall be made during the period between filing of the red herring prospectus (in case of a book built issue) or prospectus (in case of a fixed price issue) with ROC or the letter of offer with Designated Stock Exchange and listing of the securities offered in the issue and/or refund of application moneys, unless full disclosures regarding the total capital proposed to be so raised are made in the offer document.)

8 · 7.2

8 · 7.3

289 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/19/2006/31/3 dated March 31, 2006.

290 · Inserted proviso, vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007.

8 · 8 Period of Subscription

8 · 8.1 Public Issues

8 · 8.2 Rights Issues

8 · 8.2.1 Rights issues shall be kept open for at least 291 (15 days and not more than 30 days).

8 · 9 Price Band

8 · 9.1 If in a draft offer document submitted to the Board, a price band as per the provisions of clause 3.5.1 of Chapter III of these Guidelines is mentioned, suitable explanatory notes indicating the financial implications, if the price were to be fixed at different ranges within the price band approved by the company Board / General Body, shall be disclosed in the offer document.

292 · (Provided that nothing contained in this clause shall apply to a fast track issue.)

8 · 10 Retention of Oversubscription

8 · 10.1 The quantum of issue whether through a rights or a public issue, shall not exceed the amount specified in the prospectus/ letter of offer.

291 · Substituted vide SEBI circular No. SEBI/CFD/DIL/DIP/32/2008/28/08 dated August 28, 2008 for the words and figures "30 days and not more than 60 days".

292 · Inserted proviso, vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007.

8 · 11 Underwriting

8 · 11.1 The issuers have the option to have a public issue underwritten by the underwriter.

8 · 11.2 In respect of every underwritten issue, the lead merchant banker(s) shall accept a minimum underwriting obligation of 5% of the total underwriting commitment or Rs.25 lacs whichever is less.

8 · 12 Updation of Offer Document

8 · 12.1 The Lead Merchant Banker shall ensure that the particulars as per audited statements contained in the offer document are not more than 6 months old from issue opening date.

8 · 12.2 In respect of a Government company making a public issue, the auditors report in the prospectus shall not be more than six months old as on the date of filing of the prospectus with the Registrar of Companies or the Stock Exchange as the case may be.

8 · 13 Compliance Officer to be Appointed by Lead Merchant Banker

8 · 13.1 The merchant bankers shall appoint a senior officer as Compliance Officer to ensure that all Rules, Regulations, Guidelines, Notifications etc. issued by the Board, the Government of India, and other regulatory organizations are complied with.

8 · 13.2 The Compliance Officer shall co-ordinate with regulatory authorities in various matters and provide necessary guidance as also ensure compliance internally.

8 · 13.3 The Compliance Officer shall also ensure that observations made/ deficiencies pointed out by the Board do not recur.

8 · 14 Incentives to Prospective Shareholders

8 · 14.1 The issuer shall not offer any incentives to the prospective investors by way of medical insurance scheme, lucky draw, prizes, etc.

8 · 15 New Financial Instruments

8 · 15.1 The lead manager shall ensure adequate disclosures in the offer document, more particularly relating to the terms and conditions, redemption, security, conversion and any other relevant features of any

8 · 16 Issue of Debentures Bearing Interest Less Than Bank Rate

8 · 16.1 Whenever FCDs are issued bearing interest at a rate less than the Bank Rate, the offer document shall contain disclosures about the price that would work out to the investor, taking into account the notional interest loss on the investment from the date of allotment of FCDs to the date(s) of conversions).

8 · 17 Requirement of Monitoring Agency

8 · 17.1 In case of issues exceeding Rs.500 crores, the issuer shall make arrangements for the use of proceeds of the issue to be monitored by one of the financial institutions.

293 · (Provided that nothing contained in this clause shall apply to public issues or rights issues made by banks or public financial institutions or to offers for sale.)

8 · 17.2 2 294 ((i) A monitoring report, as per the format specified in Schedule XIX, shall be filed by the monitoring agency with the issuer company, on a half yearly basis, till the proceeds of the issue have been entirely utilized.

8 · 18 Safety Net or Buy Back Arrangement

8 · 18.1 Any safety net scheme or buy-back arrangements of the shares proposed in any public issue shall be finalised by issuer company with the lead merchant banker in advance and disclosed in the prospectus.

8 · 18.2 Such buy back or safety net arrangements shall be made available only to all original resident individual allottees.

8 · 18.3 Such buy back or safety net facility shall be limited upto a maximum of 1000 shares per allottee and the offer shall be valid at least for a period of 6 months from the last date of despatch of securities.

293 · Inserted proviso, vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007.

294 · Substituted clause 8.17.2, vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007, for the following:

8 · 18.4 The financial capacity of the person making available buy back or safety net facility shall be disclosed in the draft prospectus 295 (and/or red herring prospectus and prospectus filed with ROC.)

8 · 19 Utilisation of funds in case of Rights Issues

8 · 19.1 296 (The issuer company may utilise funds collected against rights issues after satisfying designated stock exchange that minimum 90% subscription has been received.)

8 · 20 Option to Receive Securities in Dematerialised Form

8 · 20.1 The Lead merchant Banker shall incorporate a statement in the offer document and in the application form to the effect that the investors have an option to either receive securities in the form of physical certificates or hold them in a dematerialised form.

8 · 21 Issue Opening Date

8 · 21.1 297 (An issue shall open within 3 months from the date of issuance of the observation letter by the Board, if any or within 3 months from the 298 (31 st day) from the date of filing of the draft offer document with the Board, if no observation letter is issued.)

299 · (Provided that nothing in this clause shall apply to shelf prospectus 300 (or fast track issue).)

8 · 21.2 Presentation of financials in case of change of denomination

295 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007.

296 · Substituted vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003 for the following:

297 · Substituted vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003 for the following: "An issue shall open within 365 days from the date of issuance of the observation letter by the Board, if any or 365

298 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007 for the words "22 nd day."

299 · Inserted proviso, vide SEBI Circular No. SEBI/CFD/DIL/DIP/12/2004/8/4 dated April 8, 2004.

300 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007.

301 · (CHAPTER VIII-A

8A · 1 (a) 302 (An issuer company making a public offer of equity shares can avail of the Green Shoe Option (GSO) for stabilizing the post listing price of its shares, subject to the provisions of this Chapter.)

8A · 2 The company shall appoint one of the 303 (merchant bankers or Book Runners, as the case may be, from amongst) the issue management team, as the "stabilizing agent" (SA), who will be responsible for the price stabilization process, if required. The SA shall enter into an agreement with the issuer company, prior to filing of offer document with SEBI, clearly stating all the terms and conditions relating to this option including fees charged / expenses to be incurred by SA for this purpose.

8A · 3 304 ((a) The SA shall also enter into an agreement with the promoter(s) or preissue shareholders who will lend their shares under the provisions of this Chapter, specifying the maximum number of shares that may be borrowed from the promoters or the shareholders, which shall not be in excess of 15% of the total issue size.)

8A · 4 The details of the agreements mentioned in clause 8A.2 and 8A.3 shall be disclosed in 305 (the draft prospectus,) the draft Red Herring prospectus, Red Herring prospectus and the final prospectus. The

301 · Inserted Chapter, vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003.

302 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/13/2004/28/5 dated May 28, 2004 for the following: "(a) In case an issuer company is making an initial public offer of equity shares through the book building mechanism, the company can avail of the Green Shoe option (GSO) for stabilizing the post listing price of its shares, subject to the provisions of this Chapter".

303 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/13/2004/28/5 dated May 28, 2004 for "Lead book runners, amongst".

304 · Substituted vide circular no SEBI/CFD/DIL/DIP/13/2004/28/5 dated May 28, 2004 for the following: "The SA shall also enter into an agreement with the promoter(s) who will lend their shares for the purpose of clause 8A.5, specifying the maximum number of shares that may be borrowed from the promoters, which shall not be in excess of 15% of the total issue size. "

305 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/13/2004/28/5 dated May 28, 2004.

8A · 5 307 (Lead merchant banker or the) Lead Book Runner, in consultation with the SA, shall determine the amount of shares to be overallotted with the public issue, subject to the maximum number specified in clause 8A.3.

8A · 6 The 308 (draft prospectus,) draft Red Herring prospectus, the Red Herring prospectus and the final prospectus shall contain the following additional disclosures:

8A · 7

309 · ((a) In case of an initial public offer by a unlisted company, the promoters and pre-issue shareholders and in case of public issue by a listed

306 · Substituted vide circular SEBI Circular No. SEBI/CFD/DIL/DIP/14/2005/25/1 dated January 25, 2005, for "clause 6.19.15".

307 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/13/2004/28/5 dated May 28, 2004.

308 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/13/2004/28/5 dated May 28, 2004.

8A · 8 The allocation of these shares shall be pro-rata to all the applicants.

8A · 9 The stabilization mechanism shall be available for the period disclosed by the company in the prospectus, which shall not exceed 30 days from the date when trading permission was given by the exchange(s).

8A · 10 The SA shall open a special account with a bank to be called the "Special Account for GSO proceeds of _____ company" (hereinafter referred to as the GSO Bank account) and a special account for securities with a depository participant to be called the "Special Account for GSO shares of company" (hereinafter referred to as the GSO Demat Account).

8A · 11 The money received from the applicants against the overallotment in the green shoe option shall be kept in the GSO Bank Account, distinct from the issue account and shall be used for the purpose of buying shares from the market, during the stabilization period.

8A · 12 The shares bought from the market by the SA, if any during the stabilization period, shall be credited to the GSO Demat Account.

8A · 13 The shares bought from the market and lying in the GSO Demat Account shall be returned to the promoters immediately, in any case not later than 2 working days after the close of the stabilization period.

8A · 14 The prime responsibility of the SA shall be to stabilize post listing price of the shares. To this end, the SA shall determine the timing of buying the shares, the quantity to be bought, the price at which the shares are to be bought etc.

8A · 15 On expiry of the stabilization period, in case the SA does not buy shares to the extent of shares over-allotted by the company from the market, the issuer company shall allot shares to the extent of the shortfall in dematerialized form to the GSO Demat Account, within five

309 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/13/2004/28/5 dated May 28, 2004 for the following: "The SA shall borrow shares from the promoters of the company to the extent of the proposed over-allotment. These shares shall be in dematerialized form only. For the purposes of this clause, promoter means a promoter as defined in Explanation I to clause 6.4.2.1."

8A · 16 The shares returned to the promoters under clause 8A.13 or 8A.15, as the case may be, shall be subject to the remaining lock in period as provided in the proviso the clause 4.14.1.

8A · 17 The SA shall remit an amount equal to (further shares allotted by the issuer company to the GSO Demat Account) * (issue price) to the issuer company from the GSO Bank Account. The amount left in this account, if any, after this remittance and deduction of expenses incurred by the SA for the stabilization mechanism, shall be transferred to the investor protection fund(s) of the stock exchange(s) where the shares of issuer company are listed, in equal parts if the shares are listed in more than one exchanges. The GSO Bank Account shall be closed soon thereafter.

8A · 18 The SA shall submit a report to the stock exchange(s) on a daily basis during the stabilization period. The SA shall also submit a final report to SEBI in the format specified in Schedule XXIX. (Flag B)This report shall be signed by the SA and the company. This report shall be accompanied with a depository statement for the "GSO Demat Account" for the stabilization period, indicating the flow of the shares into and from the account. The report shall also be accompanied by an undertaking given by the SA and countersigned by the depository(ies) regarding confirmation of lock-in on the shares returned to the promoters in lieu of the shares borrowed from them for the purpose of the stabilization, as per the requirement specified in 8A.16.

8A · 19 The SA shall maintain a register in respect of each issue having the green shoe option in which he acts as a SA. The register shall contain the following details of:

310 · (a) in respect of each transaction effected in the course of the stabilizing action, the price, date and time

311 · (b) the details of the promoters from whom the shares are borrowed and the number of shares borrowed from each; and

310 · Numbered the bulleted sub-clause, vide SEBI Circular No. SEBI/CFD/DIL/DIP/14/2005/25/1 dated January 25, 2005.

311 · Numbered the bulleted sub-clause, vide SEBI Circular No. SEBI/CFD/DIL/DIP/14/2005/25/1 dated January 25, 2005.

312 · (c) details of allotments made under clause 8A.15.

8A · 20 The register must be retained for a period of at least three years from the date of the end of the stabilizing period."

8A · 21 313 (For the purpose of the Chapter VIII-A,

312 · Numbered the bulleted sub-clause, vide SEBI Circular No. SEBI/CFD/DIL/DIP/14/2005/25/1 dated January 25, 2005.

313 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/13/2004/28/5 dated May 28, 2004 for the following: "For the purpose of the Chapter VIII-A, Over allotment shall be defined as an allocation of shares in excess of the size of a public issue, made by the SA out of shares borrowed from the promoters, in pursuance of a green shoe option exercised by the company in accordance with the provisions of the said Chapter."

9 · 0 The Lead Merchant Banker shall ensure compliance with the guidelines on Advertisement by the issuer company.

9 · 1 Guidelines on Advertisements

9 · 1.0 An issue advertisement shall be truthful, fair and clear and shall not contain any statement which is untrue or misleading .

9 · 1.1 Any advertisement reproducing or purporting to reproduce any information contained in a offer document shall reproduce such information in full and disclose all relevant facts and not be restricted to select extracts relating to that item.

9 · 1.2 An issue advertisement shall be considered to be misleading, if it contains -

9 · 1.3

9 · 1.4 An issue advertisement shall not contain statements which promise or guarantee rapid increase in profits.

9 · 1.5 An issue advertisement shall not contain any information that is not contained in the offer document.

9 · 1.6 No models, celebrities, fictional characters, landmarks or caricatures or the likes shall be displayed on or form part of the offer documents or issue advertisements.

314 · (9.1.8) Issue advertisements shall not appear in the form of crawlers (the advertisements which run simultaneously with the programme in a narrow strip at the bottom of the television screen) on television.

315 · (9.1.8A In case of issue advertisement on television screen:

9 · 1.9 No advertisement shall include any issue slogans or brand names for the issue except the normal commercial name of the company or commercial brand names of its products already in use.

9 · 1.10 No slogans, expletives or non-factual and unsubstantiated titles shall appear in the issue advertisements or offer documents.

9 · 1.11 If any advertisement carries any financial data, it shall also contain data for the past three years and shall include particulars relating to sales, gross profit, net profit, share capital, reserves, earnings per share, dividends and the book values.

9 · 1.12

314 · Numbered the clause as "9.1.8", vide SEBI Circular No. SEBI/CFD/DIL/DIP/14/2005/25/1 dated January 25, 2005.

315 · Inserted clause 9.1.8A, vide SEBI Circular No. SEBI/CFD/DIL/DIP/12/2004/8/4 dated April 8, 2004.

316 · Substituted vide SEBI Circular No. DIP (Compendium) Circular No. 3 dated August 04, 2000 for "9".

317 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/14/2005/25/1 dated January 25, 2005 for the following: "(c) It shall contain the names of Issuer company, address of its Registered Office, names of the main Lead Merchant Bankers and Registrars to the Issue.

9 · 1.13 No issue advertisement shall be released without giving "Risk Factors" in respect of the concerned issue.

9 · 1.14 318 (All public communications and publicity material, including corporate and product advertisements of the issuer company, interviews by its promoters, directors, duly authorized employees or representatives of the issuer company, documentaries about the issuer company or its promoters, periodical reports and press releases, issued or published in any media during the period commencing from the date of the meeting of the Board of Directors of the issuer company in which the public or rights issue, as the case may be, is approved till the date of filing draft offer document with SEBI, shall be consistent with its past practices.

319 · (9.1.14A All public communications and publicity material, including corporate and product advertisements of the issuer company, interviews by its promoters, directors, duly authorized employees or representatives of the issuer company, documentaries about the issuer company or its promoters, periodical reports and press releases, issued or published in any media during the period commencing from the date of filing draft offer document with SEBI till the date of allotment of securities offered in the issue, shall comply with the following:

318 · Substituted clause 9.1.14, vide SEBI Circular No. SEBI/CFD/DIL/DIP/24/2006/18/10 dated October 18, 2006 for the following:

319 · Inserted clause, vide SEBI Circular No. SEBI/CFD/DIL/DIP/24/2006/18/10 dated October 18, 2006.

320 · (9.1.14B The issuer company shall make prompt, true and fair disclosure of all material developments taking place during the period mentioned hereunder, relating to its business and securities and also relating to the business and securities of its subsidiaries, group companies, etc., which may have a material effect on the issuer company, by issuing public notices in all the newspapers in which the issuer company had issued pre-issue advertisement under clause 5.6.A:

9 · 1.15 321 (No product advertisement of an issuer company shall contain any reference, directly or indirectly, to the performance of the issuer

320 · Inserted the clause, vide SEBI Circular No. SEBI/CFD/DIL/DIP/24/2006/18/10 dated October 18, 2006.

321 · Substituted clause 9.1.15, vide SEBI Circular No. SEBI/CFD/DIL/DIP/24/2006/18/10 dated October 18, 2006 for the following:

9 · 1.16

9 · 1.17 Announcement regarding closure of issue shall be made only after the Lead Merchant Banker is satisfied that at least 90% of the issue has been subscribed and a certificate has been obtained to that effect from the Registrar to the Issue.

9 · 1.18 No incentives, apart from the permissible underwriting commission and brokerage, shall be offered through any advertisements to anyone associated with marketing the issue.

9 · 1.19 In case there is a reservation for the NRIs, the issue advertisement shall specify the same and indicate the place in India from where the individual NRI applicant can procure application forms.

9 · 2 The Lead Merchant Banker shall also comply with the following:

322 · (9.2A Applicability to fast track issues)

323 · (9.2A.1 In case of a fast track issue, all references made in clauses 9.1 and 9.2 to "draft offer document filed with SEBI" shall be construed as having

322 · Inserted clause, vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007.

324 · (9.3 Research reports

9 · 3.1 The lead merchant banker shall ensure that the following are complied with in respect of research reports:

325 · (no selective or additional information or information extraneous to the offer document shall be made available by the issuer or any member of the issue management team/ syndicate to any particular section of the investors or to any research analyst in any manner whatsoever including at road shows, presentations, in research or sales reports or at bidding centres etc.)

326 · (no report or information, other than the contents of the draft offer document shall be circulated by the issuer or any member of the issue management team/ syndicate or their associates, after the date of receipt of observations from SEBI.)

323 · Inserted clause, vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007.

324 · Inserted clauses 9.3 and 9.3.1 vide SEBI Circular No. RMB (Compendium) Series Circular No. 1 (2001-2002) dated July 17, 2001.

325 · Substituted vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003 for the following: "no selective or additional information or information extraneous to the offer document shall be made available by the issuer or any member of the issue management team/ syndicate to only one section of the investors in any manner whatsoever including at road shows, presentations, in research or sales reports or at bidding centres etc."

326 · Inserted vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003 the following clause and the aforesaid inserted clause was deferred vide press release no. PR No.246/2003 dated October 13, 2003: "no research report shall be circulated by the issuer or any member of the issue management team/ syndicate or their associates, commencing from a date 45 days immediately preceding the filing of draft offer document with SEBI and till 45 days after commencement of trading in the relevant securities)"

327 · (GUIDELINES FOR ISSUE OF CONVERTIBLE DEBT INSTRUMENTS)

10 · 0 A company offering Convertible 328 (Deleted) debt instruments through an offer document, shall comply with the following provisions in addition to the relevant provisions contained in other chapter of these guidelines.

10 · 1 Requirement of credit rating

10 · 1.1 329 (No company shall make a public issue or rights issue of 330 (Convertible Debt Instrument), unless credit rating is obtained from at least one credit rating agency registered with the Board and disclosed in the offer document.)

10 · 1.2 331 (Deleted)

10 · 1.3 332 (Where ratings are obtained from more than one credit rating agencies, all the ratings, including the unaccepted ratings, shall be disclosed in the offer document.)

10 · 1.4 All the credit ratings obtained during the three (3) years preceding the public or rights issue of debt 333 (Convertible Debt Instrument) for any

327 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/32/2008/28/08 dated August 28, 2008 for the following "Guidelines for Issue of Debt Instruments"

328 · Omitted the words "/ Non Convertible" vide SEBI Circular No. SEBI/CFD/DIL/DIP/32/2008/28/08 dated August 28, 2008.

329 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/29/2007/03/12 dated December 3, 2007 for the following:

330 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/32/2008/28/08 dated August 28, 2008 for the words "debt instruments (whether convertible or not)".

331 · Omitted vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003 for the following: "a public / rights issue of debt security of issue greater than or equal to Rs.100 crores two ratings from two different credit rating agencies shall be obtained. "

10 · 2 Requirement in respect of Debenture Trustee

10 · 2.1 334 (No company shall issue a prospectus or a letter of offer to the public for subscription of its debentures, unless the company has appointed one or more debenture trustees for such debentures in accordance with the provisions of the Companies Act, 1956.)

10 · 2.2 335 (The names of the debenture trustees shall be stated in the Offer Documents and also in all the subsequent periodical communications sent to the debenture holders).

10 · 2.3 336 (A trust deed shall be executed by the issuer company in favour of the debenture trustees within three months of the closure of the issue.)

10 · 2.4 Trustees to the debenture issue shall be vested with the requisite powers for protecting the interest of debenture holders including a right to appoint a nominee director on the Board of the company in consultation with institutional debenture holders.

10 · 2.5 337 (The merchant banker shall, along with the draft offer document, file with the Board, certificates from the bankers of the Company that the assets on which the security is to be created are free from any encumbrances and the necessary permissions to mortgage the assets have been obtained or No-objection Certificate from the Financial Institutions or Banks for a second or pari passu charged in cases where assets are encumbered.

333 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/32/2008/28/08 dated August 28, 2008 for the words "debt instruments (including convertible instruments)".

334 · Substituted vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003 for the following: "In case of issue of debenture with maturity of more than 18 months, the issuer shall appoint a Debenture Trustee."

335 · Substituted vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003 for the following: "The names of the debenture trustees must be stated in the offer document".

336 · Substituted vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003 for the following: "A trust deed shall be executed by the issuer company in favour of the debenture trustees within six months of the closure of the issue."

338 · (Provided that in case of a fast track issue of debt instruments, the certificate specified in this clause shall not be filed with SEBI.)

10 · 2.6 The debenture trustee shall ensure compliance of the following:

339 · (It shall obtain reports from the lead bank, regarding monitoring progress of the project.)

340 · (It shall monitor utilization of funds raised in the debenture issue.)

10 · 3 Creation of Debenture Redemption Reserve (DRR)

341 · (10.3.1 For the redemption of the debentures issued, the company shall create debenture redemption reserve in accordance with the provisions of the Companies Act, 1956.)

338 · Inserted proviso, vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007.

339 · Substituted vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003 for the following: "Lead financial institution / investment institution shall monitor the progress in respect of debentures raised for project finance / modernisation / expansion / diversification / normal capital expenditure."

10 · 4 Distribution of Dividends

341 · Substituted vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003 for the following:

10 · 3.2 The issuer shall create DRR in accordance with the provisions given below,

342 · Substituted vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003 for the following: "In case of new companies, distribution of dividend shall require approval of the trustees to the issue and the lead institution, if any."

10 · 6 343 (Disclosure and) Creation of Charge

344 · (10.6.1 The offer document shall specifically state the assets on which security shall be created and shall also state the ranking of the charge/s. In case of second or residual charge or subordinated obligation, the offer document shall clearly state the risks associated with such subsequent charge. The relevant consent for creation of security such as pari passu letter, consent of the lessor of the land in case of leasehold land etc. shall be obtained and submitted to the debenture trustee before opening of issue of debenture.)

345 · (10.6.2 The offer document shall state the security / asset cover to be maintained. The basis for computation of the security / asset cover, the valuation methods and periodicity of such valuation shall also be disclosed. The security / asset cover shall be arrived at after reduction of the liabilities having a first / prior charge, in case the debentures are secured by a second or subsequent charge.)

10 · 6.3 346 (Deleted).

347 · (10.6.4 The issue proceeds shall be kept in an escrow account until the documents for creation of security as stated in the offer document, are executed.)

348 · (10.6.5) 349 (Deleted)

343 · Inserted vide SEBI Circular No. DIP (Compendium) Circular No. 4 dated September 06, 2000.

344 · Inserted vide SEBI Circular No. DIP (Compendium) Circular No. 4 dated September 06, 2000.

345 · Inserted vide SEBI Circular No. DIP (Compendium) Circular No. 4 dated September 06, 2000.

347 · Inserted vide SEBI Circular No. DIP (Compendium) Circular No. 4 dated September 06, 2000.

348 · Renumbered Clause no. 10.6.2 as 10.6.5, vide SEBI Circular No. DIP (Compendium) Circular No. 4 dated September 06, 2000.

349 · Omitted the renumbered clause 10.6.5 and its proviso, vide SEBI Circular No. SEBI/CFD/DIL/DIP/29/2007/ 03/12 dated December 3, 2007 for the following:

350 · (10.6.6) The proposal to create a charge or otherwise in respect of such debentures, may be disclosed in the offer document along with its implications.

10 · 7 Requirement of letter of option

10 · 7.1 351 (Where the company desires to rollover the debentures issued by it, it shall file with SEBI a copy of the notice of the resolution to be sent to the debenture-holders for the purpose, through a merchant banker prior to dispatching the same to the debenture-holders. The notice shall contain disclosures with regard to credit rating, necessity for debenture-holders resolution and such other terms which SEBI may specify. Where the company desires to convert the debentures into equity shares in accordance with clause 10.7.2, it shall file with SEBI a copy of the letter of option to be sent to debenture-holders with the Board, through a merchant banker, prior to dispatching the same to the debenture-holders. The letter of option shall contain disclosures with regard to option for conversion, justification for conversion price and such other terms which SEBI may specify.)

10 · 7.1.1 352 (Roll over of Non Convertible Portions of Partly Convertible Debentures (PCDs) 353 (Deleted) by company not being in default.

350 · Renumbered Clause no. 10.6.3 as 10.6.6 vide SEBI Circular No. DIP (Compendium) Circular No. 4 dated September 06, 2000.

351 · Substituted vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003 for the following: "10.7.1 Filing of letter of option

352 · Substituted vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003 for the following:

353 · Omitted the words "/ Non Convertible Debntures (NCDs)," vide SEBI Circular No. SEBI/CFD/DIL/DIP/32/ 2008/28/08 dated August 28, 2008.

355 · (10.7.1.1A Roll over of Non Convertible portions of Partly Convertible Debentures (PCDs) 356 (Deleted) by the company being in default.

354 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/29/2007/03/12 dated December 3, 2007 for the following:

355 · Inserted vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003.

356 · Omitted the words "/ Non Convertible Debntures (NCDs)," vide SEBI Circular No. SEBI/CFD/DIL/DIP/32/ 2008/28/08 dated August 28, 2008.

357 · Omitted the words "and the NCDs" vide SEBI Circular No. SEBI/CFD/DIL/DIP/32/2008/28/08 dated August 28, 2008.

10 · 7.1.2 In case of conversion of instruments (PCDs/FCDs,etc.) into equity capital

10 · 7.1.3 358 (The debenture trustee shall submit a certificate of compliance with clauses 10.7.1.1, 10.7.1.1A or 10.7.1.2, as the case may be, to the

358 · Substituted vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003 for the following: "I "In case of Conversion of Debentures Issued under Consent of Controller of Capital Issues (CCI)

359 · (10.7.2 Companies may issue unsecured/ subordinated debt instruments/ obligations (which are not 'public deposits' as per the provisions of Section 58 A of the Companies Act, 1956 or such other notifications, guidelines, Circular etc. issued by RBI, DCA or other authorities).

359 · Inserted vide SEBI Circular No. DIP (Compendium) Circular No. 4 dated September 06, 2000.

360 · Omitted clause, vide SEBI/CFD/DIL/DIP/29/2007/03/12 dated December 3, 2007 for the following: "No company shall issue of FCDs having a conversion period of more than 36 months, unless conversion is made optional with "put" and "call" option.

361 · Omitted clause, vide SEBI/CFD/DIL/DIP/29/2007/03/12 dated December 3, 2007 for the following: "If the conversion takes place at or after 18 months from the date of allotment, but before 36 months, any conversion in part or whole of the debenture shall be optional at the hands of the debenture holder."

362 · Omitted the words "PCDs" vide SEBI Circular No. SEBI/CFD/DIL/DIP/32/2008/28/08 dated August 28, 2008.

363 · Omitted the words "PCDs" vide SEBI Circular No. SEBI/CFD/DIL/DIP/32/2008/28/08 dated August 28, 2008.

364 · Omitted the words "PCDs" vide SEBI Circular No. SEBI/CFD/DIL/DIP/32/2008/28/08 dated August 28, 2008.

365 · (GUIDELINES ON BOOK BUILDING)

11 · 1 An issuer company proposing to issue capital through book building shall comply with the following:

11 · 2 In an issue of securities to the public through a prospectus the option for 75% book building shall be available to the issuer company subject to the following:

365 · Inserted heading of the Chapter vide SEBI Circular No. SEBI/CFD/DIL/DIP/14/2005/25/1 dated January 25, 2005.

366 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007 for the following

367 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/31/2008/30/7 dated July 30, 2008.

11 · 3 369 (An issuer company may, subject to the requirements specified in this chapter, make an issue of securities to the public through a prospectus in the following manner:

11 · 3.1 (i) 370 (Deleted)

371 · ((c) persons who, on the date of filing of the draft offer document with the Board, have business association, as depositors, bondholders and

368 · Substituted vide SEBI Circular No. RMB (Compendium) Series Circular No. 2 (2001-2002) dated November 29, 2001 for words "100% BOOK BUILDING PROCESS".

369 · Substituted vide SEBI Circular No. RMB (Compendium) Series Circular No. 2 (2001-2002) dated November 29, 2001 for the following: "In an issue of securities to the public through a prospectus option for 100% Book Building shall be available to any issuer company subject to the following:"

370 · Omitted the following words vide SEBI Circular No. RMB (Compendium) Series Circular No. 1 (2001-2002) dated July 17, 2001:

371 · Inserted vide SEBI Circular No. RMB (Compendium) Series Circular No. 4 (2001-2002) dated March 06, 2002.

372 · ((iv) (a) The issuer company shall enter into an agreement with one or more of the Stock Exchange(s) which have the requisite system of on-line offer of securities. The agreement shall specify inter-alia, the rights, duties, responsibilities and obligations of the company and stock exchange (s) inter se. The agreement may also provide for a dispute resolution mechanism between the company and the stock exchange.

374 · ((v) (a) In case the issuer company appoints more than one 375 (merchant banker(s)), the names of all such (merchant bankers(s)) who have submitted the due diligence certificate to SEBI, may be mentioned on the front cover page of the prospectus. A disclosure to the effect that " the investors may contact any of such (merchant bankers(s)), for any complaint pertaining to the issue" shall be made in the prospectus, after the "risk factors".)

376 · ((v) (b) The lead book runner/issuer may designate, in any manner, the other Merchant Banker(s), subject to the following:

372 · Inserted sub-clauses (iv)(a) and (iv) (b) vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003.

373 · Substituted vide SEBI Circular No. RMB (Compendium) Series Circular No. 4 (2001-2002) dated March 06, 2002 for the following:

374 · Inserted vide SEBI Circular No. RMB (Compendium) Series Circular No. 1 (2001-2002) dated November 29, 2001.

375 · Substituted the words "merchant banker (s)" for the words "book runner (s)" in Clause (v) (a), wherever they appear, vide SEBI Circular No. RMB (Compendium) Series Circular No. 4 (2001-2002) dated March 06, 2002.

377 · ((vii)(a) The Book Runner(s)/syndicate members shall appoint brokers of the exchange, who are registered with SEBI, for the purpose of accepting bids, applications and placing orders with the company and ensure that the brokers so appointed are financially capable of honouring their commitments arising out of defaults of their clients/investors, if any.)

378 · (Provided that in case of Application Supported by Blocked Amount, Self Certified Syndicate Banks shall accept and upload the details of such applications in electronic bidding system of the stock exchanges.)

379 · ((vii)(b) For the purposes of this Chapter, the brokers 380 (and Self Certified Syndicate Banks) accepting applications and application monies, shall be considered as 'bidding/collection centres'.)

381 · ((vii)(c) The broker/s so appointed, shall collect the money from his/their client for every order placed by him/them and in case the client/investors fails

376 · Inserted vide SEBI Circular No. RMB (Compendium) Series Circular No. 4 (2001-2002) dated March 06, 2002.

377 · Inserted vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003.

378 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/31/2008/30/7 dated July 30, 2008.

379 · Inserted vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003.

380 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/31/2008/30/7 dated July 30, 2008 for the following: ",so appointed"

381 · Inserted vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003.

382 · ((vii)(cc) In case of Applications Supported by Blocked Amount, the Self Certified Syndicate Banks shall follow the procedure specified by the Board in this regard.)

383 · ((vii)(d) The company shall pay to the broker/s 384 (/Self Certified Syndicate Banks) a commission/fee for the services rendered by him/them. The exchange shall ensure that the broker does not levy a service fee on his clients/investors in lieu of his services.)

386 · (Provided that in case of a further public issue of a class of securities which is already listed on a recognised stock exchange, it shall not be necessary to disclose the floor price or price band in the red-herring prospectus if the same is disclosed by way of an announcement made by the issuer or the merchant banker at least one day before the opening of the bid in all those newspapers where preissue advertisement was released.

382 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/31/2008/30/7 dated July 30, 2008.

383 · Inserted vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003.

384 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/31/2008/30/7 dated July 30, 2008.

385 · Substituted vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003 for the following: "The red herring prospectus shall disclose, only the floor price of the securities offered through it and shall not mention the maximum price or the indicative price band"

386 · Inserted provisos vide SEBI Circular No. SEBI/CFD/DIL/DIP/15/2005/29/3 dated March 29, 2005.

387 · ((viii)(b) In case the red herring prospectus discloses the price band, the lead book runner shall ensure compliance with the following conditions:

387 · Inserted vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003.

388 · Omitted the following clause vide SEBI Circular No. SEBI/CFD/DIL/DIP/25/2007/30/4 dated April 30, 2007: "(x)

389 · Omitted the following clause vide SEBI Circular No. SEBI/CFD/DIL/DIP/14/2005/25/1 dated January 25, 2005:

390 · Substituted vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003 for the following:

391 · Omitted the following clause vide SEBI Circular No. RMB (Compendium) Series Circular No. 1 (2001-2002) dated November 29, 2001:

392 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/31/2008/30/7 dated July 30, 2008.

393 · ((xiv)(a) Retail individual investors may bid at "cut off" price instead of their writing the specific bid prices in the bid forms.)

396 · ((xvii)(aa) The broker/syndicate member shall collect an amount of not less than ten percent of the application money as margin money in respect of bids placed by qualified institutional buyers.)

398 · ((xvii)(c) The lead book runner may reject a bid placed by a qualified institutional buyer for reasons to be recorded in writing provided that such rejection

393 · Inserted vide SEBI Circular No. RMB (Compendium) Series Circular No. 4 (2001-2002) dated March 06, 2002.

394 · Substituted vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003 for the following: " The margin collected from categories other than Qualified Institutional Buyers shall be uniform across the book runner(s)/syndicate members, for each such category". . Initially inserted vide SEBI Circular No. RMB (Compendium) Series Circular No. 1 (2001-2002) dated November 29, 2001.

395 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/31/2008/30/7 dated July 30, 2008.

396 · Inserted sub-clause, vide SEBI Circular No. SEBI/CFD/DIL/DIP/16/2005/19/9 dated September 19, 2005.

397 · Substituted vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003 for the following: "Bids for securities beyond the investment limit prescribed under relevant laws shall not be accepted by the syndicate members from any category of investors."

398 · Inserted sub-clause, vide SEBI Circular No. SEBI/CFD/DIL/DIP/16/2005/19/9 dated September 19, 2005.

11 · 3.2 Additional Disclosures

399 · Inserted vide SEBI Circular No. RMB (Compendium) Series Circular No. 1 (2001-2002) dated November 29, 2001 and later renumbered as (xvii) (b) vide SEBI Circular No. RMB (Compendium) Series Circular No. 4 (2001-2002) dated March 06, 2002.

400 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/31/2008/30/7 dated July 30, 2008 for the following: "Arrangement shall be made by the issuer for collection of the applications by appointing mandatory collection centres as per these Guidelines."

401 · Substituted sub-clause, vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007, for the following:

402 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/31/2008/30/7 dated July 30, 2008.

403 · Substituted vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003 for the following:

404 · Substituted vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003 for the following: "The following accounting ratios shall be given under the basis for issue price for each of the accounting periods for which the financial information is given:

1 · EPS, pre-issue, for the last three years (as adjusted for changes in capital).

2 · P/E, pre-issue and comparison thereof with industry P/E where available (giving the source from which industry P/E has been taken).

3 · Average return on net-worth in the last three years.

4 · Net-Asset value per share based on last balance sheet.

5 · The accounting ratios disclosed in the offer document shall be calculated after giving effect to the consequent increase of capital on account of compulsory conversions outstanding, as well as on the assumption that the options outstanding, if any, to subscribe for additional capital shall be exercised."

405 · Omitted the following sub-clause, vide SEBI Circular No. SEBI/CFD/DIL/DIP/16/2005/19/9 dated September 19, 2005:

406 · ((v) the proposed manner of allocation among respective categories of investors, in the event of under subscription.)

11 · 3.3 Underwriting

408 · (Provided that nothing contained in sub-clause (i) shall apply to 50% of the net offer to the public, mandatorily to be allotted to the Qualified Institutional Buyers under proviso to clause 2.2.2 or clause 2.3.2 of these guidelines, in case the company is making an issue of securities under clause 2.2.2 or clause 2.3.2, as the case may be.)

406 · Inserted sub-clause, vide SEBI Circular No. SEBI/CFD/DIL/DIP/15/2005/29/3 dated March 29, 2005.

407 · Substituted vide SEBI Circular No. RMB (Compendium) Series Circular No. 1 (2001-2002) dated November 29, 2001 for the following: "The entire offer other than to the categories referred to in clause 11.3 (iii) above shall be fully underwritten by the 'syndicate members'/ Book Runner(s)" .

408 · Substituted vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003 for the following: "P "Provided that nothing contained in sub-clause (i) shall apply to 60% of the net offer to the public, mandatorily to be allotted to the Qualified Institutional Buyers under proviso to clause 2.2.2 or clause 2.3.2 of these guidelines, in case the company is making an issue of securities under clause 2.2.2 or clause 2.3.2)."

409 · Omitted the following clause vide SEBI Circular No. RMB (Compendium) Series Circular No. 1 (2001-2002) dated November 29, 2001:

11 · 3.4 Procedure for bidding:

11 · 3.4.1 The method and process of bidding shall be subject to the following:

410 · Substituted vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003 for "Bid shall be open for atleast 5 days."

411 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/15/2005/29/3 dated March 29, 2005 for the words and figure "5 days". .

412 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/15/2005/29/3 dated March 29, 2005 for the words and figure "10 days". .

413 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/15/2005/29/3 dated March 29, 2005 for the words and figure "13 days". .

414 · Omitted the following vide SEBI Circular No. SEBI/CFD/DIL/DIP/31/2008/30/7 dated July 30, 2008:

415 · Substituted vide SEBI Circular No. RMB (Compendium) Series Circular No. 1 (2001-2002) dated November 29, 2001 for the following:

416 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/31/2008/30/7 dated July 30, 2008 for the following: "(Individual as well as qualified institutional buyers shall place their bids only through the 'brokers' who shall have the right to vet the bids. The applicant shall enclose the proof of DP ID and Client ID along with the application, while making bid)"

417 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/31/2008/30/7 dated July 30, 2008 for the following: "During the period the issue is open to the public for bidding, the applicants may approach the brokers of the stock exchange/s through which the securities are offered under on-line system, to place an order for bidding to the securities. Every broker shall accept orders from all clients/investors who place orders through him."

419 · Inserted vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003 the following clause, which has been deferred vide press release no. PR No.246/2003 dated October 13, 2003: "The broker shall, thereafter, enter the buy order in the system, on behalf of the clients and enter important details including the name, address, telephone number, and category of the applicant, the number of shares applied for, amount paid, beneficiary ID, DP code and Bid-cum Application Form number, Bid price, etc., and give an order number/order confirmation slip to the investor."

422 · (Provided that ASBA investors shall not have the right to revise their bids)

423 · ((f)The bidding form for Applications Supported by Blocked Amount shall contain details as specified by the Board and shall be uniform for all ASBA investors.)

424 · ((x) The identities of the Qualified Institutional Buyers making the bidding, shall not be made public)

421 · Substituted vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003 for "The investors shall have the right to revise their bids"

422 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/31/2008/30/7 dated July 30, 2008.

423 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/31/2008/30/7 dated July 30, 2008.

424 · Inserted vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003.

425 · Inserted vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003 the following clause, which has been deferred vide press release no. PR No.246/2003 dated October 13, 2003:: "The Stock exchange shall, by the end of each day while the issue is open for subscription, send the order data to the Registrar to the Issue and Lead Managers / Book Runners. This data shall consist of only valid orders (excluding those that are cancelled). On the date of closure of the issue, the final status of orders received shall be sent to the Registrar to the issue and Lead Managers / Book Runners"

426 · ((xii) The stock exchanges shall display data pertaining to book built issues in a uniform format, interalia giving category wise details of bids received Indicative format is given in Schedule XXX. The data pertaining to an issue shall be displayed on the site for a period of atleast three days after closure of bids.)

11 · 3.5 Allocation / Allotment Procedure

431 · (Provided further that, in respect of issues made under Rule 19(2)(b) of Securities Contract (Regulation) Rules 1957, with 60%

426 · Inserted sub-clause, vide SEBI Circular No. SEBI/CFD/DIL/DIP/15/2005/29/3 dated March 29, 2005.

427 · Substituted vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003 for the following:

428 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/15/2005/29/3 dated March 29, 2005 for the figures "25%". .

429 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/15/2005/29/3 dated March 29, 2005 for the figures "25%". .

430 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/16/2005/19/9 dated September 19, 2005 for the letters and figures "50% of the issue size" .

431 · Inserted 2 nd proviso vide SEBI Circular No. SEBI/CFD/DIL/DIP/15/2005/29/3 dated March 29, 2005.

434 · ((ii-a) Out of the portion available for allocation to qualified institutional buyers under sub clause (i) or (ii) or any proviso thereof, as the case may be, 5% shall be allocated proportionately to mutual funds. Mutual fund applicants shall also be eligible for proportionate allocation under the balance available for Qualified Institutional Buyers as illustrated in Schedule XIX-A.)

432 · Substituted vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003 for the following:

433 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/16/2005/19/9 dated September 19, 2005 for the letters and figures "50% of the issue size" .

434 · Inserted sub-clause, vide SEBI Circular No. SEBI/CFD/DIL/DIP/16/2005/19/9 dated September 19, 2005.

435 · Substituted the sub-clause vide SEBI Circular No. SEBI/CFD/DIL/DIP/16/2005/19/9 dated September 19, 2005 for the following:

436 · Substituted the sub-clause vide SEBI Circular No. SEBI/CFD/DIL/DIP/15/2005/29/3 dated March 29, 2005 for the following:

437 · Omitted the following sub-clause, vide SEBI Circular No. SEBI/CFD/DIL/DIP/16/2005/19/9 dated September 19, 2005:

439 · Substituted vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003 for the following clause and the aforesaid substituted clause has been deferred vide press release no. PR No.246/2003 dated October 13, 2003:

440 · Substituted vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003 for the following clause and the aforesaid substituted clause has been deferred vide press release no. PR No.246/2003 dated October 13, 2003:

441 · Substituted vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003 for the following clause and the aforesaid substituted clause has been deferred vide press release no. PR No.246/2003 dated October 13, 2003:

442 · Substituted vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003 for the following:

443 · ((x))

444 · ((xi))

445 · ((xii))

446 · ((xiii))

447 · ((xiv))

448 · (xv)) On payment and receipt of the sum payable on application for the amount towards minimum subscription, the company shall allot the shares to the applicants as per these Guidelines.

449 · ((xvi))

450 · ((xvii))

443 · Inserted vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003 the following clause, which has been deferred vide press release no. PR No.246/2003 dated October 13, 2003:

444 · Inserted vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003 the following clause, which has been deferred vide press release no. PR No.246/2003 dated October 13, 2003: "In the event of the successful applicants failing to pay the application money, the broker through whom such client placed orders, shall bring in the funds to the extent of the client's default. If the broker does not bring in the funds, he shall be declared as a defaulter by the stock exchange and action as prescribed under the Bye-Laws of the stock exchange shall be initiated against him. In such an event, the Book Runners in case of issues through book building process, who have underwritten the issue, shall bring-in the shortfall .

446 · Inserted vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003 the following clause, which has been deferred vide press release no. PR No.246/2003 dated October 13, 2003: The concerned Exchange shall not use the Settlement/Trade Guarantee Fund of the Exchange for honoring brokers commitments in case of failure of broker to bring in the funds.

447 · Inserted vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003 the following clause and the aforesaid inserted clause was deferred vide press release no. PR No.246/2003 dated October 13, 2003: "The broker shall open an 'Escrow Securities Account' with any depository for the purpose of receiving credit of securities on behalf of the clients.

448 · Inserted vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003.

449 · Inserted vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003 the following clause, which has been deferred vide press release no. PR No.246/2003 dated October 13, 2003: "After the allotment, the Registrar to the issue shall post the share certificates to the investors or, instruct the depository to credit the Escrow Securities Account of each Broker, as the case may be.

450 · Inserted vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003 the following clause, which has been deferred vide press release no. PR No.246/2003 dated October 13, 2003: "On receipt of the credit of securities to the Escrow Securities Account, the Broker shall transfer the shares to the clients'/applicants' depository account, after receipt of confirmation of full payment from the clients/applicants. For this purpose broker shall be considered as Agent of the client/applicant. Broker shall

451 · ((xviii))

452 · ((xix))

453 · ((xx))

454 · ((xxi))

455 · ((xxii))

456 · ((xxiii)) In case the issuer company has made an issue of 75% of the net offer to public through book building process and 25% at the price determined through book building:

451 · Inserted vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003 the following clause, which has been deferred vide press release no. PR No.246/2003 dated October 13, 2003: "Any cases of dispute, amongst the broker and the clients, would be referred to arbitration as per the by-laws / regulations of the stock exchange"

452 · Inserted vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003 the following clause, which has been deferred vide press release no. PR No.246/2003 dated October 13, 2003: "The Allotment details shall be put on the website (if available) of the Registrar to the issue and the issuer. Further, online messaging facility of NSDL/CDSL or of stock exchanges may be used to communicate the Allotment details to Brokers, as an alternative of physical Confirmation of Allocation Note"

453 · Inserted vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003 the following clause, which has been deferred vide press release no. PR No.246/2003 dated October 13, 2003: "Trading shall commence within 6 days from the closure of the issue failing which interest at the rate of 15% p.a. shall be paid to the investors."

454 · Inserted vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003 the following clause, which has been deferred vide press release no. PR No.246/2003 dated October 13, 2003: "Schedule XX may be referred to for Clarificatory Examples for issue size and allocation has been specified in Schedule XX."

455 · Inserted vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003 the following clause, which has been deferred vide press release no. PR No.246/2003 dated October 13, 2003. "Model Time Frame for Book Building is specified in Schedule XXI."

456 · Inserted vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003.

11 · 3.6 Maintenance of Books and Records

457 · (11.4 Applicability to fast track issues)

458 · (11.4.1 Unless specified otherwise in this Chapter and unless the context otherwise requires, all references in this Chapter to "draft prospectus" shall be construed as having been made to "red herring prospectus", in application to fast track issues.)

459 · (11.4.2 Nothing contained in sub-clause (vi) of clause 11.2 or sub-clause (viii) of clause 11.3.1 shall apply to a fast track issue.)

457 · Inserted clause, vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007.

458 · Inserted clause, vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007.

459 · Inserted clause, vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007.

460 · (CHAPTER XI A

11A · 1 A company proposing to issue capital to public through the on-line system of the stock exchange for offer of securities shall comply with the requirements as contained in this Chapter in addition to other requirements for public issues as given in these Guidelines, wherever applicable.

11A · 2 Agreement with the Stock exchange.

11A · 2.1 The company shall enter into an agreement with the Stock Exchange(s) which have the requisite system of on-line offer of securities.

461 · (Deleted)

11A · 2.2 The agreement mentioned in the above clause shall specify inter-alia, the rights, duties, responsibilities and obligations of the company and stock exchange (s) inter se. The agreement may also provide for a dispute resolution mechanism between the company and the stock exchange.

11A · 3 Appointment of Brokers

11A · 3.1 The stock exchange, shall appoint brokers of the exchange, who are registered with SEBI, for the purpose of accepting applications and placing orders with the company.

11A · 3.2 For the purposes of this Chapter, the brokers, so appointed accepting applications and application monies, shall be considered as 'collection centres'.

11A · 3.3 The broker/s so appointed, shall collect the money from his/their client for every order placed by him/them and in case the client fails to pay for shares allocated as per the Guidelines, the broker shall pay such amount.

11A · 3.4 The company/lead manager shall ensure that the brokers having terminals are appointed in compliance with the requirement of

460 · Inserted Chapter, vide SEBI Circular No. DIP (Compendium) Series Circular No. 5 dated November 30, 2000.

461 · Omitted the following proviso vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003:

11A · 3.5 The company/lead manager shall ensure that the brokers so appointed are financially capable of honouring their commitments arising out of defaults of their clients, if any.

11A · 3.6 The company shall pay to the broker/s a commission/fee for the services rendered by him/them. The exchange shall ensure that the broker does not levy a service fee on his clients in lieu of his services.

11A · 4 Appointment of Registrar to the Issue

11A · 4.1 The company shall appoint a Registrar to the Issue having electronic connectivity with the Stock Exchange/s through which the securities are offered under the system.

11A · 5 Listing

11A · 5.1 462 (The company may apply for listing of its securities on an exchange other than the exchange through which it offers its securities to public through the on-line system.)

11A · 6 Responsibility of the Lead Manager r

11A · 6.1 The Lead Manger shall be responsible for co-ordination of all the activities amongst various intermediaries connected in the issue / system.

11A · 6.2 The names of brokers appointed for the issue alongwith the names of the other intermediaries, namely, Lead managers to the issue and Registrars to the Issue shall be disclosed in the prospectus and application form.

11A · 7 Mode of operation

11A · 7.1 The company shall, after filing the offer document with ROC and before opening of the issue, make an issue advertisement in one English and one Hindi daily with nation wide circulation, and one regional daily with wide circulation at the place where the registered office of the issuer company is situated.

11A · 7.2 The advertisement shall contain the salient features of the offer document as specified in Form 2A of the Companies (Central

462 · Substituted vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003 for the following:

11A · 7.3 During the period the issue is open to the public for subscription, the applicants may

11A · 7.4 In case of issue of capital of Rs. 10 crores or above the Registrar to the Issue shall open centres for collection of direct applications at the four metropolitan centres situated at Delhi, Chennai, Calcutta and Mumbai.

11A · 7.5 The broker shall collect the client registration form duly filled up and signed from the applicants before placing the order in the system as per "Know your client rule" as specified by SEBI and as may be modified from time to time.

11A · 7.6 The broker shall, thereafter, enter the buy order in the system, on behalf of the clients and enter details including the name, address, telephone number and category of the applicant, the number of shares applied for, beneficiary ID, DP code etc. and give an order number/order confirmation slip to the applicant.

11A · 7.7 The applicant may withdraw applications in terms of the Companies Act, 1956.

11A · 7.8 The broker may collect an amount to the extent of 100% of the application money as margin money from the clients before he places an order on their behalf.

11A · 7.9 The broker shall open a separate bank account [Escrow Account] with the clearing house bank for primary market issues and the amount collected by the broker from his clients as margin money shall be deposited in this account.

11A · 7.10 The broker shall, at the end of each day while the issue is open for subscription, download/forward the order data to the Registrar to the Issue on a daily basis. This data shall consist of only valid orders (excluding those that are cancelled). On the date of closure of the issue, the final status of orders received shall be sent to the Registrar to the issue/company.

11A · 7.11 463 (On the closure of the issue, the Designated Stock Exchange, alongwith the Lead merchant banker and Registrars to the Issue shall ensure that the basis of allocation is finalised in fair and proper manner on the lines of the norms with respect to basis of allotment as specified in Chapter VII of the Guidelines, as may be modified from time to time.)

11A · 7.12 After finalisation of basis of allocation, the Registrar to the Issue/company shall send the computer file containing the allocation details i.e. the allocation numbers, allocated quantity etc., of successful applicants to the Exchange. The Exchange shall process and generate the broker-wise funds pay-in obligation and shall send the file containing the allocation details to member brokers .

11A · 7.13 On receipt of the basis of allocation data, the brokers shall immediately intimate the fact of allocation to their client /applicant. The broker shall ensure that each successful client/applicant submits the duly filled-in and signed application form to him along with the amount payable towards the application money. Amount already paid by the applicant as margin money shall be adjusted towards the total allocation money payable. The broker shall, thereafter, hand over the application forms of the successful applicants who have paid the application money, to the exchange, which shall submit the same to the Registrar to Issue/company for their records.

11A · 7.14 The broker shall refund the margin money collected earlier, within 3 days of receipt of basis of allocation, to the applicants who did not receive allocation.

11A · 7.15 The brokers shall give details of the amount received from each client and the names of clients who have not paid the application money to the exchange. The brokers shall also give soft copy of this data to the exchange.

11A · 7.16 On the pay- in day, the broker shall deposit the amount collected from the clients in the separate bank account opened for primary issues with the clearing house/bank. The clearing house shall debit the primary

463 · Substituted vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003 for the following:

11A · 7.17 In the event of the successful applicants failing to pay the application money, the broker through whom such client placed orders, shall bring in the funds to the extent of the client's default. If the broker does not bring in the funds, he shall be declared as a defaulter by the exchange and action as prescribed under the Bye-Laws of the Stock Exchange shall be initiated against him. In such a case, if the minimum subscription as disclosed in the prospectus is not received, the issue proceeds shall be refunded to the applicants.

11A · 7.18 The subscriber shall have an option to receive the security certificates or hold the securities in dematerialised form as specified in the Guidelines

11A · 7.19 The concerned Exchange shall not use the Settlement/Trade Guarantee Fund of the Exchange for honoring brokers commitments in case of failure of broker to bring in the funds.

11A · 7.20 On payment and receipt of the sum payable on application for the amount towards minimum subscription, the company shall allot the shares to the applicants as per these Guidelines. The Registrar to the issue shall post the share certificates to the investors or, instruct the depository to credit the depository account of each investor, as the case may be.

11A · 7.21 Allotment of securities shall be made not later than 15 days from the closure of the issue failing which interest at the rate of 15% shall be paid to the investors.

11A · 7.22 In cases of applicants who have applied directly or by post to the Registrar to the issue, and have not received allocation, the Registrar to the issue shall arrange to refund the application monies paid by them within the time prescribed.

11A · 7.23 The brokers and other intermediaries engaged in the process of offering shares through the on-line system shall maintain the following records for a period of 5 years :

11A · 7.24 SEBI shall have the right to carry out an inspection of the records, books and documents relating to the above, of any intermediary

464 · Omitted Chapter XII on "Guidelines for Issue of Capital by Designated Financial Institutions" vide SEBI Circular no. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007. The entire text of Chapter XII, as it appeared prior to its deletion, is given at the end of these Guidelines, after the text of the erstwhile Sections I and II of Chapter VI of these Guidelines.

12A · 1 Applicability

12A · 2 Procedure

12A · 2.1 A public sector bank, scheduled commercial bank or public financial institution proposing to issue a shelf prospectus shall file a draft shelf prospectus with the Board.

467 · (Provided that nothing contained in this clause shall apply to a fast track issue)

12A · 2.2 Where a draft shelf prospectus is filed with the Board, the provisions of Chapter V of these Guidelines shall apply as if it were a draft prospectus filed under clause 2.1.1.

12A · 2.3 The shelf prospectus shall, in addition to other requisite disclosures as per these Guidelines, also disclose the aggregate amount proposed to be raised through all the stages of offers of securities made under the shelf prospectus.

12A · 2.4 The observation letter issued by the Board shall be valid for a period of 365 days from the date of issuance.

12A · 3 Information memorandum

12A · 3.1 A public sector bank, scheduled commercial bank or public financial institution shall file the shelf prospectus after incorporating the updations in terms of information memorandum in respect of the second or any subsequent offer of securities with the Board.

465 · Inserted Chapter, vide circular no. SEBI/CFD/DIL/DIP/12/2004/8/4 dated April 8, 2004.

466 · Omitted the words "debt", vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007.

467 · Inserted proviso, vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007.

465 · (CHAPTER XII-A

12A · 3.2 The shelf prospectus as updated in terms of Clause 12A.3.1 shall be uploaded on the website of SEBI and on the website of the lead manager.

12A · 3.3 The public sector bank, scheduled commercial bank or public financial institution shall open the particular stage of offer of securities after filing the information memorandum/shelf prospectus as updated in terms of Clause 12A.3.1 with the Registrar of Companies and with the Board.)

13 · 0 The preferential issue of equity shares/ Fully Convertible Debentures (FCDs)/ Partly Convertible Debentures (PCDs) or any other financial instruments which would be converted into or exchanged with equity shares at a later date, by listed companies whose equity share capital is listed on any stock exchange, to any select group of persons under Section 81(1A) of the Companies Act 1956 on private placement basis shall be governed by these guidelines.

13 · 1 Such preferential issues by listed companies by way of equity shares/ Fully Convertible Debentures (FCDs)/ Partly Convertible Debentures (PCDs) or any other financial instruments which would be converted into / exchanged with equity shares at a later date, shall be made in accordance with the pricing provisions mentioned below:

13 · 1.1 Pricing of the issue

13 · 1.1.1 468 (Where the equity shares of a company have been listed on a stock exchange for a period of six months or more as on the relevant date, the issue of shares on preferential basis 469 (, other than an issue of shares on preferential basis to Qualified Institutional Buyers not exceeding five in number,) shall be made at a price not less than higher of the following:)

470 · (13.1.1.2 Where the equity shares of a company have been listed on a stock exchange for a period of less than six months as on the relevant date, the issue of shares on preferential basis 471 (, other than an issue of shares on preferential basis to Qualified Institutional Buyers not exceeding five in number,) can be made at a price not less than the higher of the following:

468 · Substituted the opening para of clause 13.1.1.1, vide SEBI Circular No. SEBI/CFD/DIL/DIP/25/2007/30/4 dated April 30, 2007, for the following:

469 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/32/2008/28/08 dated August 28, 2008.

470 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/25/2007/30/4 dated April 30, 2007.

471 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/32/2008/28/08 dated August 28, 2008.

472 · (13.1.1.3 An issue of shares on preferential basis to Qualified Institutional Buyers not exceeding five in numbers all be made at a price not less than the average of the weekly high and low of the closing prices of the related shares quoted on a stock exchange during the two weeks preceding the relevant date.)

472 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/32/2008/28/08 dated August 28, 2008.

473 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/25/2007/30/4 dated April 30, 2007, for the words "for the purpose of this clause". .

474 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/32/2008/28/08 dated August 28, 2008, for the words "for the purpose of clauses 13.1.1.1 and 13.1.1.2".

475 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/25/2007/30/4 dated April 30, 2007.

13 · 1.2 Pricing of shares arising out of warrants, etc.

13 · 1.2.1

13 · 1.2.2 The resolution to be passed in terms of Section 81(1A) shall clearly specify the relevant date on the basis of which price of the resultant shares shall be calculated.

13 · 1.2.3

13 · 1.3 Pricing of shares on conversion

13 · 1.3.1 Where PCDs/ FCDs/ other convertible instruments, are issued on a preferential basis, providing for the issuer to allot shares at a future date, the issuer shall determine the price at which the shares could be allotted

476 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/25/2007/30/4 dated April 30, 2007, for the words "for the purpose of this clause". .

477 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/32/2008/28/08 dated August 28, 2008, for the words "for the purpose of clauses 13.1.1.1 and 13.1.1.2".

478 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/32/2008/28/08 dated August 28, 2008, for the words "13.1.1.1".

479 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/32/2008/28/08 dated August 28, 2008, for the words "13.1.1.1".

480 · (13.1A The explanatory statement to the notice for the general meeting in terms of Section 173 of the Companies Act, 1956 shall contain:

481 · (vi. in case of a preferential allotment to which clause 13.1.1.2 is applicable, requirements specified in proviso to clause 13.1.1.2 and proviso mentioned after sub-clause (e) of clause 13.3.1.)

482 · ( 483 (13.1B) A listed company shall not make any preferential issue of equity shares, Fully Convertible Debentures, Partly Convertible Debentures or any other instrument which may be converted into or exchanged with equity shares at a latter date if the same is not in compliance with the conditions for continuous listing.)

484 · (13.1C A listed company shall not make any preferential allotment of equity shares, FCDs, PCDs or any other financial instrument which may be converted into or exchanged with equity shares at a later date unless it has obtained the Permanent Account Number of the proposed allottees.)

13 · 2 Currency of financial instruments

13 · 2.1 In case of Warrants/ PCDs/ FCDs/ or any other financial instruments with a provision for the allotment of equity shares at a future date, either through conversion or otherwise, the currency of the instruments shall not

480 · Inserted vide SEBI Circular No. DIP (Compendium) Circular No. 3 dated August 04, 2000.

482 · Inserted vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003.

483 · Renumbered as "13.1B", vide SEBI Circular No. SEBI/CFD/DIL/DIP/14/2005/25/1 dated January 25, 2005.

484 · Inserted clause, vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007.

13 · 3 Non-transferability of financial instruments

13 · 3.1

487 · ((c) In addition to the requirements for lock in of instruments allotted on preferential basis to promoters/ promoter group 488 (and the shares allotted to such promoter / promoter group pursuant to exercise of options attached to warrants issued on preferential basis) as per clause 13.3.1 (a) and (b), the instruments allotted on preferential basis to any person including promoters/ promoters group shall be locked-in for a period of one year from the date of their allotment 489 (Deleted).)

490 · ((d)) The lock-in on shares acquired by conversion of the convertible instrument 491 (Deleted), shall be reduced to the extent the convertible instrument 492 (Deleted) have already been locked-in.

493 · ((e) the lock-in period in respect of the shares issued on preferential basis pursuant to a scheme approved under Corporate Debt Restructuring

485 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/23/2006/16/10 dated October 16, 2006 for the words " Clause [6.4.2 (m)]"

486 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/32/2008/28/08 dated August 28, 2008.

487 · Inserted vide SEBI Circular No. DIP (Compendium) Circular No. 3 dated August 04, 2000.

488 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/32/2008/28/08 dated August 28, 2008.

489 · Omitted the following words vide SEBI Circular No. SEBI/CFD/DIL/DIP/12/2004/8/4 dated April 8, 2004: "except on such allotments on preferential basis which involve swap of equity shares / securities convertible into equity shares at a later date, for acquisition " .

490 · Renumbered from sub-clause (c) to sub-clause (d) vide SEBI Circular No. DIP (Compendium) Circular No. 3 dated August 04, 2000.

491 · Omitted the words "/exercise of warrants" vide SEBI Circular No. SEBI/CFD/DIL/DIP/32/2008/28/08 dated August 28, 2008

492 · Omitted the words "warrants" vide SEBI Circular No. SEBI/CFD/DIL/DIP/32/2008/28/08 dated August 28, 2008.

494 · (Provided that where any amount payable by the allottee of shares under the proviso to clause 13.1.1.2 is not paid till the expiry of lock-in period mentioned in sub-clauses (a) to (e) above, lock-in period in respect of the shares issued to such allottee shall continue till the time the company receives such amount from such allottee.)

493 · Inserted clauses (e) to (h) vide SEBI Circular No. SEBI/CFD/DIL/DIP/12/2004/8/4 dated April 8, 2004.

494 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/25/2007/30/4 dated April 30, 2007.

495 · (13.3.2 These locked in shares/instruments may be transferred to and amongst promoter/ promoter group or to a new promoter(s) or person(s) in control of the company, subject to continuation of lock-in in the hands of transferee(s) for the remaining period and compliance of Securities and Exchange Board of India (Substantial Acquisition of shares and Takeovers) Regulations, 1997, as applicable.)

13 · 4 Currency of shareholders resolutions

13 · 4.1 Allotment pursuant to any resolution passed at a meeting of shareholders of a 496 (company) granting consent for preferential issues of any financial instrument, shall be completed within a period of 497 (fifteen days) from the date of passing of the resolution.

498 · (Provided that where the allotment on preferential basis is pending on account of pendency of any approval of such allotment by any regulatory authority or the Central Government, the allotment shall be completed within 15 days from the date of such approval.)

499 · (13.4.2 The equity shares and securities convertible into equity shares at a later date, allotted in terms of the above said resolution shall be made fully paid up at the time of their allotment.)

500 · (13.4.2A Nothing contained in clauses 13.4.1 and 13.4.2 shall apply in case of allotment of shares and securities convertible into equity shares at a later date on preferential basis pursuant to a scheme of corporate debt

495 · Substituted for the following clause vide SEBI Circular No. RMB (Compendium) series 2003-04 circular no.9 dated May 2, 2003:

496 · Substituted vide vide SEBI Circular No. DIP (Compendium) Circular No. 3 dated August 04, 2000 for the words "DFI".

497 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/12/2004/8/4 dated April 8, 2004 for the words "three months".

498 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/12/2004/8/4 dated April 8, 2004.

499 · Inserted vide SEBI Circular No. DIP (Compendium) Circular No. 3 dated August 04, 2000.

500 · Inserted clause 13.4.2A, vide SEBI Circular No. SEBI/CFD/DIL/DIP/12/2004/8/4 dated April 8, 2004.

501 · (13.4.3) If allotment of instruments and dispatch of certificates is not completed within 502 (fifteen days) from the date of such resolution, a fresh consent of the shareholders shall be obtained and the relevant date referred to in explanation (a) in paragraph 13.1.1.1 above will relate to the new resolution.)

13 · 5 503 (Other Requirements)

13 · 5.1 (a) In case of every issue of shares/ warrants/ FCDs/ PCDs/ or other financial instruments having conversion option, the statutory auditors of the issuer 504 (company) shall certify that the issue of said instruments is being made in accordance with the requirements contained in these guidelines.

505 · ((c) In case of preferential allotment of shares to promoters, their relatives, associates and related entities, for consideration other than cash, valuation of the assets in consideration for which the shares are proposed to be issued shall be done by an independent qualified valuer and the valuation report shall be submitted to the exchanges on which shares of the issuer company are listed.

506 · (13.5A The details of all monies utilised out of the preferential issue proceeds shall be disclosed under an appropriate head in the balance sheet of

501 · Renumbered from Clause no. 13.4.1 (b) to Clause no. 13.4.3 vide SEBI Circular No. DIP (Compendium) Circular No. 3 dated August 04, 2000.

502 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/14/2005/25/1 dated January 25, 2005 for the words "three months". .

503 · Substituted vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003 for the words "Certificate from Auditors".

504 · Substituted vide vide SEBI Circular No. DIP (Compendium) Circular No. 3 dated August 04, 2000 for the word "DFI".

505 · Inserted vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003.

506 · Inserted vide SEBI Circular No. DIP (Compendium) Circular No. 3 dated August 04, 2000.

13 · 6 Preferential allotments to FIIs

13 · 6.1 Preferential allotments, if any to be made in case of Foreign Institutional Investors, shall also be governed by the guidelines issued by the Government of India/ Board/ Reserve Bank of India on the subject.

13 · 7 Non-Applicability of the guidelines

13 · 7.1 Clauses 13.1 to 13.5 shall not be applicable in the following cases:

509 · (13.7.2 Clauses 13.1 and 13.3 shall not be applicable to shares allotted to any financial institution within the meaning of sub-clauses (ia) and (ii) of clause (h) of section 2 of the Recovery of Debts due to Banks and Financial Institutions Act, 1993 (51 of 1993).)

507 · Substituted vide SEBI Circular No. DIP (Compendium) Circular No. 3 dated August 04, 2000 for "Clause 6.4.2 (m)" .

508 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/14/2005/25/1 dated January 25, 2005 for " , Clause 6.4.2.1".

509 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/25/2007/30/4 dated April 30, 2007.

510 · (CHAPTER XIII-A

13A · 1 Applicability

13A · 1.1 This Chapter shall apply to any issue of equity shares / fully convertible debentures (FCDs) / partly convertible debentures (PCDs) or any securities other than warrants, which are convertible into or exchangeable with equity shares at a later date (hereinafter referred to as "specified securities"), made to Qualified Institutional Buyers (QIBs) pursuant to this chapter, by a listed company which fulfills the following conditions:

512 · (Provided that in case of a listed company, being the transferee company in a scheme of merger/ demerger/ amalgamation/ arrangement sanctioned by Court(s) under sections 391 to 394 of the Companies Act, 1956, the period for which the equity shares of the same class of the transferor company were listed on a stock exchange having nation wide trading terminals shall also be considered for the purpose of computation of the period of one year.)

510 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/22/2006/8/5 dated May 8, 2006.

511 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/25/2007/30/4 dated April 30, 2007 for the following: "its equity shares of the same class are listed on a stock exchange having nation wide trading terminals; and"

512 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/32/2008/28/08 dated August 28, 2008.

513 · Omitted vide SEBI Circular No. SEBI/CFD/DIL/DIP/32/2008/28/08 dated August 28, 2008 the following: "The term "Qualified Institutional Buyers" shall have the same meaning as assigned to it in clause 2.2.2B (v)."

13A · 2 Investors

13A · 2.1 Only QIBs shall be eligible for allotment of specified securities issued pursuant to this Chapter.

13A · 2.2 Minimum of 10 per cent of specified securities issued pursuant to this chapter shall be allotted to mutual funds.

13A · 2.3 If no mutual fund is agreeable to take up the minimum portion mentioned in clause 13A.2.2 or any part thereof, such minimum portion or part thereof may be allotted to other QIBs.

13A · 2.4 No allotment shall be made under this chapter, either directly or indirectly, to any QIB being a promoter or any person related to promoter/s.

13A · 2.5 Investors shall not be allowed to withdraw their bids after the closure of issue.

13A · 3 Pricing

13A · 3.1 515 (An issue of specified securities made under this Chapter shall be made at a price not less than the average of the weekly high and low of

514 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/32/2008/28/08 dated August 28, 2008.

515 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/2008/28/8 dated August 28, 2008 for the following: "An issue of specified securities made under this Chapter shall be made at a price not less than the higher of the following:

516 · ("relevant date" for the purpose of this clause means the date of the meeting in which the Board of the company or the Committee of Directors duly authorised by the Board of the company decides to open the proposed issue.)

13A · 3.2 Pricing of shares on conversion

13A · 3.2.1 Where securities which are convertible into or exchangeable with equity shares at a later date are issued pursuant to this Chapter, the issuer shall determine the price of the resultant shares in terms of clause 13A.3.1 above, subject to clause 13A.3.2.2.

13A · 3.2.2 The relevant date for the above purpose may, at the option of the issuer, be either the one referred in Explanation (a) to clause 13A.3.1 or 518 (Deleted) the date on which the holder of the securities which are convertible into or exchangeable with equity shares at a later date becomes entitled to apply for the said shares.

13A · 3.3 The specified securities allotted pursuant to this Chapter shall be made fully paid up at the time of their allotment.

516 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/2008/28/8 dated August 28, 2008 for the following: ""relevant date" for the purpose of this clause means the day which is thirty days prior to the date on which the meeting of general body of shareholders is held, in terms of sub-section (1A) of Section 81 of the Companies Act, 1956 or other applicable provision to consider the proposed issue."

517 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/32/2008/8 dated August 28, 2008.

518 · Omitted the words "a day thirty days prior to" vide SEBI Circular No. SEBI/CFD/DIL/DIP/32/2008/28/08 dated August 28, 2008.

13A · 4 Adjustments in price

13A · 4.1 The prices considered for determination of issue price of specified securities as provided in clause 13A.3.1 and 13A.3.2.1 shall be subject to appropriate adjustments if the issuer company:

13A · 5 Currency of the Security

13 · A.5.1 In case of a security which is convertible into or exchangeable with equity shares at a later date, the same may be converted/ exchanged in to equity shares at any time after the date of allotment of the security, no later than sixty months from the date of allotment.

13 · A.6 Shareholders' Resolution

13A · 6.1 Allotment of specified securities issued pursuant to this Chapter shall be completed within twelve months from the date of passing of the resolution in terms of sub-section (1A) of Section 81 of the Companies Act, 1956 or any other applicable provision.

13A · 6.2 The resolution passed at the meeting of shareholders referred to in clause 13A.6.1 above shall specify that the allotment is proposed to be made to QIBs pursuant to this Chapter and shall also specify the relevant date on the basis of which price of the resultant shares as specified under clause 13A.3.2.2 shall be determined.

13A · 6.3 The placements made pursuant to authority of the same shareholders' resolution shall be separated by at least six months between each placement.

13A · 7 Placement Document

13A · 7.1 Specified securities shall be issued pursuant to this Chapter on the basis of a placement document.

13A · 7.2 The placement document shall contain all material information, including the information specified in Schedule XXIA.

13A · 7.3 The placement document shall be a private document provided to select investors, through serially numbered copies.

13A · 7.4 The placement document shall also be placed on the website of the concerned stock exchange and of the issuer with a disclaimer to the effect that it is in connection with an issue to QIBs under this Chapter and that no offer is being made to the public or to any other category of investors.

13A · 7.5 A copy of the placement document shall be filed with the Board for record purpose within 30 days of the allotment of specified securities.

13A · 8 Number of allottees

13A · 8.1 The minimum number of allottees for each placement of specified securities made pursuant to this Chapter shall not be less than:

13A · 9 Restrictions on amount raised

13A · 9.1 The aggregate of the proposed placement and all previous placements made in the same financial year pursuant to this Chapter shall not

13A · 10 Transferability of specified securities

13A · 10.1 Specified securities allotted pursuant to this Chapter shall not be sold by QIB for a period of one year from the date of allotment, except on a recognised stock exchange.

13A · 11 Obligations of Merchant Bankers

13A · 11.1 Any issue and allotment of specified securities pursuant to this Chapter shall be managed by Merchant Banker(s) registered with SEBI.

13A · 11.2 The merchant banker shall exercise due diligence.

13A · 11.3 The merchant banker shall furnish to each stock exchange on which the same class of shares or other securities are listed, a due diligence certificate stating that the issue is being made pursuant to this Chapter and complies with its requirements, along with the application made for seeking in-principle approval for listing of the specified securities.

13A · 11.4 The merchant banker shall also furnish to each stock exchange on which the same class of shares or other securities are listed, the documents, undertakings, etc, if any, specified in the listing agreement for the purpose of seeking in-principle approval and final permission from Stock Exchanges for listing of the specified securities.

13A · 12 Issuer Certification

13A · 12.1 The issuer shall furnish a copy of the placement document to each stock exchange on which the same class of shares or other securities are listed.

13A · 12.2 The issuer shall also furnish to each stock exchange on which the same class of shares or other securities are listed, a certificate stating that the issue is being made pursuant to this Chapter and complies with its requirements, along with the application made for seeking inprinciple approval for listing of the specified securities.

13A · 12.3 The issuer shall also furnish to each stock exchange on which the same class of shares or other securities are listed, the documents, undertakings, etc, if any, specified in the listing agreement for the purpose of seeking in-principle approval and final permission from Stock Exchanges for listing of the specified securities.

13A · 13 Non-applicability of Chapter XIII

13A · 13.1 Nothing contained in Chapter XIII shall apply to an issue of specified securities made pursuant to this Chapter.

14 · 0 Any company making an initial public offer of equity share or any other security convertible at a later date into equity shares and proposing to list them on the Over The Counter Exchange of India (OTCEI) shall comply with all the requirements specified in these guidelines:

14 · 1 Eligibility norms

14 · 1.1 Any company making an initial public offer of equity share or any other security convertible at a later date into equity shares and proposing to list them on the OTCEI, is exempted from the eligibility norms specified in Clause 2.2 of Chapter II of these guidelines subject to its fulfilling the following besides the listing criteria laid down by the OTCEI:

14 · 1.2 Any offer for sale of equity share or any other security convertible at a later date into equity shares resulting out of a Bought out Deal (BOD) registered with the OTCEI is exempted from the eligibility norms specified in Clause 2.2 of Chapter II of these guidelines subject to the fulfillment of the listing criteria laid down by the OTCEI.

14 · 2 Pricing Norms

14 · 2.1 Any offer for sale of equity share or any other security convertible at a later date into equity shares resulting out of a Bought out Deal (BOD) registered with OTCEI is exempted from the pricing norms specified in Clause 3.2 of Chapter III of these guidelines subject to the following conditions:

14 · 3 Projections

14 · 3.1 In case of securities proposed to be listed on OTCEI, for the purpose of Clause (6.12.1) of Chapter VI of these guidelines, projections based on the appraisal done by the sponsor who undertakes to do market making activity in the securities offered in the proposed issue can be included in the offer document subject to compliance with other conditions contained in the said clause.

15 · 0 A listed company proposing to issue bonus shares shall comply with the following:

15 · 1.1

15 · 1.2 The bonus issue shall be made out of free reserves built out of the genuine profits or share premium collected in cash only.

15 · 1.3 Reserves created by revaluation of fixed assets are not capitalised.

15 · 1.4 The declaration of bonus issue, in lieu of dividend, is not made.

15 · 1.5 The bonus issue is not made unless the partly-paid shares, if any existing, are made fully paid-up.

15 · 1.6 The Company -

15 · 1.7 A company which announces its bonus issue after the approval of the Board of Directors must implement the proposal within a period of six months from the date of such approval and shall not have the option of changing the decision.

15 · 1.8

15 · 1.9 Consequent to the issue of Bonus shares if the subscribed and paid-up capital exceed the authorised share capital, a Resolution shall be passed by the company at its general body meeting for increasing the authorised Capital.

15 · 1.10 A certificate duly signed by the issuer company and counter signed by statutory auditor or by Company Secretary in practice to the effect that the provision of clause 15.1.1 to 15.1.9 have been complied with shall be forwarded to the Board.

16 · 0 The eligible merchant bankers shall ensure compliance with the following:

16 · 1 Submission of draft and final offer document

16 · 1.1

16 · 1.2

521 · (Provided that nothing contained in this clause shall apply to a fast track issue.)

16 · 1.3

519 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/2008/28/8 dated August 28, 2008 for the words and figures "Rs. 20 crores" .

520 · Substituted for the following clause vide SEBI Circular No. DIP (Compendium) Circular No. 3 dated August 04, 2000:

521 · Inserted proviso, vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007.

522 · ((a) The lead merchant banker shall submit the draft offer document on a computer floppy to the dealing office of the Board and to the Primary Market Department, SEBI, Head Office, as specified in Schedule XXIII .

523 · (Provided that nothing contained in this clause shall apply to a fast track issue.)

16 · 1.4

526 · ((c) The lead merchant banker shall submit a computer floppy containing the final prospectus/ letter of offer to Primary Market Department, SEBI, Head Office, as specified in Schedule XXIII within three (3) days of filing the final prospectus/ letter of offer with the Registrar of Companies/ concerned Stock Exchange(s). Along with the floppy, the lead manager shall submit an undertaking to SEBI certifying that the contents of the floppy are is in HTML format and are identical to the printed version of prospectus/ letter of offer filed with Registrar of Companies/ concerned Stock Exchange as the case may be.)

522 · Substituted for the following clause vide SEBI Circular No. DIP (Compendium) Circular No. 3 dated August 04, 2000:

523 · Inserted proviso, vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007.

524 · Substituted vide SEBI Circular No. RMB (Compendium) Series Circular No. 2 (1999-2000) dated February 16, 2000 for "10 days prior to issue opening date".

525 · Substituted vide SEBI Circular No. RMB (Compendium) Series Circular No. 2 (1999-2000) dated February 16, 2000 for the following: "the lead merchant banker shall make 10 copies of the draft offer document available to Board and 25 copies to the Stock Exchange (s) where the issue is proposed to be listed" d"

526 · Inserted vide SEBI Circular No. RMB (Compendium) Series Circular No. 2 (1999-2000) dated February 16, 2000.

527 · Renumbered Clause no. 16.1.5 to Clause no. 16.1.5 (a) vide SEBI Circular No. DIP (Compendium) Circular No. 3 dated August 04, 2000.

528 · Inserted vide SEBI Circular No. DIP (Compendium) Circular No. 3 dated August 04, 2000.

529 · Inserted vide SEBI Circular No. RMB (Compendium) Series Circular No. 2 (1999-2000) dated February 16, 2000.

530 · Omitted the following clause vide SEBI Circular No. DIP (Compendium) Circular No. 3 dated August 04, 2000:

531 · Omitted the following clause vide SEBI Circular No. DIP (Compendium) Circular No. 3 dated August 04, 2000:

532 · Omitted the following clause vide SEBI Circular No. DIP (Compendium) Circular No. 3 dated August 04, 2000:

533 · Omitted the following clause vide SEBI Circular No. DIP (Compendium) Circular No. 3 dated August 04, 2000:

534 · Omitted the following clause vide SEBI Circular No. DIP (Compendium) Circular No. 3 dated August 04, 2000:

537 · ((b) The following details about the issuer company certified as correct shall be furnished by the lead merchant banker along with their forwarding letter while filing offer documents for public/ rights issue/ buyback/ takeovers:

538 · (Provided that nothing contained in sub-clause (a) and (b) shall apply to a fast track issue.)

535 · Omitted the following clause vide SEBI Circular No. DIP (Compendium) Circular No. 3 dated August 04, 2000:

536 · Omitted the following clause vide SEBI Circular No. DIP (Compendium) Circular No. 3 dated August 04, 2000:

537 · Inserted vide SEBI Circular No. DIP (Compendium) Circular No. 3 dated August 04, 2000.

538 · Inserted proviso, vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007.

16 · 1.6 Offer documents not accompanied by the information referred to in clause 16.1.5 may be rejected.

16 · 1.7 (a) 539 (Lead Merchant Bankers shall obtain similar information from other intermediaries including Self Certified Syndicate Banks to ensure that they comply with these guidelines and a confirmation from all intermediaries including Self Certified Syndicate Banks that they are eligible to be associated with the concerned issue.The intermediaries shall also indicate in their letters that they have obtained such information from other intermediaries.)

16 · 1.8 Despatch of issue material

16 · 1.8.1

16 · 1.9 Underwriting

16 · 1.9.1

539 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/31/2008/30/7 dated July 30, 2008 for the following: "Lead Merchant Bankers shall obtain similar information from other intermediaries to ensure that they comply with these guidelines and are eligible to be associated with the concerned issue."

16 · 2 540 (Instructions on post-issue obligations)

16 · 2.0 The merchant banker shall ensure compliance with the following postissue obligations:

16 · 2.1 541 (Deleted)

16 · 2.2 Redressal of investor grievances

16 · 2.2.1

16 · 2.2.2 The merchant bankers shall actively associate with the post-issue refund and allotment activities and regularly monitor investor grievances arising therefrom.

16 · 2.3 Submission of post issue monitoring reports

16 · 2.3.1

540 · Numbered the clause as "16.2", vide SEBI Circular No. SEBI/CFD/DIL/DIP/14/2005/25/1 dated January 25, 2005.

541 · Omitted the following clause vide SEBI Circular No. DIP (Compendium) Circular No. 3 dated August 04, 2000:

16 · 2.1.1

542 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/31/2008/30/7 dated July 30, 2008.

16 · 2.3.2 The Lead Merchant Banker(s) shall inform the Board on important developments about the particular issues being lead managed by them during the intervening period of the reports.

16 · 2.4 Issue of No objection certificate(NOC)

543 · (16.2.4.1

16 · 2.4.2 The following conditions shall be complied before submitting the application for issue of NOC:

543 · Substituted vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003 for the following: "16.2.4.1

16 · 2.4.2 The following conditions shall be complied before submitting the application for issue of NOC:

16 · 2.4.3. Applications for issue of NOC shall be filed by merchant bankers with the concerned regional office of Board under the jurisdiction to which the registered office of the issuer company falls, as specified in Schedule XXII. I.

16 · 2.4.4. In cases where issues (i.e. public/rights/offer of sale or any other) fail and the investors monies are fully refunded, an NOC from the Board may not be required and the concerned regional Stock Exchange can refund the 1% security deposit after duly verifying that the refund orders have actually been despatched.

16 · 2.4.5

544 · (Satisfactory redressal of all complaints regarding all applications in the issue including Applications Supported by Blocked Amount received at the Board against the Company as confirmed by the Registrar.)

545 · (Certificate from the Designated Stock Exchange to the issuer company to the effect that underwriting/brokerage commission as well as fees of Registrars/Lead merchant bankers/Self Certified Syndicate Banks have been duly paid by the company. )

16 · 2.4.3 Applications for issue of NOC shall be filed by merchant bankers with the concerned designated office of Board under the jurisdiction to which the registered office of the issuer company falls, as specified in Schedule XXII .

16 · 2.4.4 In cases where issues (i.e. public/rights/offer of sale or any other) fail and the investors monies are fully refunded, an NOC from the Board may not be required and the concerned designated Stock Exchange can refund the 1% security deposit after duly verifying that the refund orders have actually been despatched.

16 · 2.4.5

547 · (16.3.0 Merchant Bankers)

544 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/31/2008/30/7 dated July 30, 2008 for the following: "Satisfactory redressal of all complaints received at the Board against the Company."

545 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/31/2008/30/7 dated July 30, 2008 for the following: "Certificate from the Designated Stock Exchange to the issuer company to the effect that underwriting/brokerage commission as well as Registrars/Lead merchant bankers fees have been duly paid by the company. "

546 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/31/2008/30/7 dated July 30, 2008.

547 · Inserted the heading vide SEBI Circular No. SEBI/CFD/DIL/DIP/14/2005/25/1 dated January 25, 2005.

548 · (16.3.1) Registration and renewal of registration of Merchant Bankers

16 · 3.1.1

16 · 3.2 Reporting requirements in respect of merchant banking activities

16 · 3.2.1 (a) In terms of regulation 28 of Securities and Exchange Board of India (Merchant Bankers Regulation) 1992, the merchant bankers shall send half yearly report in the format specified at Schedule XXVII relating to their merchant banking activities.

16 · 4 Registration with Association of Merchant Bankers of India (AMBI)

16 · 4.4 Registered Merchant Bankers shall inform the Board of their having become a member of AMBI with relevant details.

16 · 5 Issue of Penalty Points

16 · 5.1

548 · Renumbered the clause as "16.3.1", vide SEBI Circular No. SEBI/CFD/DIL/DIP/14/2005/25/1 dated January 25, 2005.

17 · 0 Directions by the Board

17 · 1 In case of violation of these Guidelines, the Board may in the interest of the securities market and in the interest of the investors may pass the following directions under section 11B:

17 · 2 Action against intermediaries

17 · 2.1 The Board may initiate action including for suspension or cancellation of certificate of registration of any intermediary who fails to exercise due diligence or who fails to comply with the obligations entrusted under the guidelines or who is alleged to have violated any of these Guidelines.

549 · (17.2A Exemption

17 · 2A.1 The Board may grant exemption from the application of any particular provision(s) of these guidelines:

17 · 3 Repeal and Saving

17 · 3.1 The Securities and Exchange Board of India (Disclosure and Investor Protection) Guidelines, 1992 and the clarifications issued from time to time are hereby repealed.

17 · 3.2 Notwithstanding such repeal:-

549 · Inserted clauses 17.2A and 17.2A.1 vide SEBI Circular No. RMB (Compendium) Series Circular No. 10 dated June 2, 2003.

550 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/31/2008/30/7 dated July 30, 2008.

551 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/31/2008/30/7 dated July 30, 2008.

552 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/31/2008/30/7 dated July 30, 2008.

553 · (SCHEDULE III)

555 · (6. We certify that clause 4.6 of the SEBI (Disclosure and Investor Protection) Guidelines, 2000, which relates to securities ineligible for computation of promoters contribution, has been duly complied with and appropriate disclosures as to compliance with the clause have been made in the draft prospectus/letter of offer.

554 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007.

555 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007.

556 · (Deleted)

557 · (24. A detailed checklist indicating compliance with each of the clauses contained in Chapters II, III, IV, V, VI, VI-A, VII, VIII, VIII-A, IX, X, XI, XI A, XII-A and XVI of the SEBI (Disclosure and Investor Protection) Guidelines, 2000.)

556 · Omitted the following clause vide SEBI Circular No. SEBI/CFD/DIL/DIP/14/2005/25/1 dated January 25, 2005:

557 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007.

558 · (SCHEDULE III-A)

558 · Inserted vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003.

559 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007.

560 · (We confirm that agreements have been entered into with both the depositories for dematerialisation of the securities of the issuer.

560 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007.

561 · (SCHEDULE VI-A

561 · Inserted Schedule, vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007.

562 · (SCHEDULE VIIA)

562 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/14/2005/25/1 dated January 25, 2005.

564 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/31/2008/30/7 dated July 30, 2008.

565 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/25/2007/30/4 dated April 30, 2007.

1 · Summary:

3 · Capital Structure:

4 · Objects of the Offering:

4 · History and Corporate Structure of the issuer company:

5 · Management:

6 · Promoters/ Principal Shareholders:

2 · Government approvals/ Licensing Arrangements:

566 · ((ia) Details of Applications Supported by Blocked Amount Process)

566 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/31/2008/30/7 dated July 30, 2008.

2 · Issue procedure:

567 · ((c)Payment instructions for Applications Supported by Blocked Amount)

567 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/31/2008/30/7 dated July 30, 2008.

568 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007 for the words "Pan or GIR Number".

569 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/31/2008/30/7 dated July 30, 2008 for the following: "Company's right to reject bids"

570 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/14/2005/25/1 dated January 25, 2005 for "Clause 6.4.2.1(b))".

571 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/14/2005/25/1 dated January 25, 2005 for "Clause 6.4.2.1(c)(ii) " .

572 · Omitted the following words vide SEBI Circular No. SEBI/CFD/DIL/DIP/14/2005/25/1 dated January 25, 2005: "I "IN THE PARAGRAPH ON "PROMOTERS AND THEIR BACKGROUND " ".

573 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/14/2005/25/1 dated January 25, 2005 for "Clause 6.18.7(iv)(b) "

574 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/14/2005/25/1 dated January 25, 2005 for "Clause 6.18.7.(vi)" .

575 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/14/2005/25/1 dated January 25, 2005 for " Clause 6.18.7.(viii) " .

576 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/14/2005/25/1 dated January 25, 2005 for " Clause 6.18.7.(iii) " .

577 · Omitted the following Schedule XIV vide SEBI Circular No. SEBI/CFD/DIL/DIP/14/2005/25/1 dated January 25, 2005:

578 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/14/2005/25/1 dated January 25, 2005 for " Clause 6.13.1(g)" .

579 · (SCHEDULE XVI)

6 · 1 Nature of instrument : (Equity/FCD/PCD/NCD/Others, Etc.)

6 · 2 Offer price per instrument for different categories :

6 · 3 Amt. per instrument on application for different categories :

6 · 4 Issue Size : (Rs lakhs)

4 · 3-Day Report

10 · 1 No. of successful allottees per 1 lac shares :

10 · 2 No. of successful allottees from stock-invest applicants :

10 · 3 No. of instruments allotted to

10 · 4 Percentage of stockinvest

10 · 5 No. of unsuccessful allottees :

4 · Date of filing letter of

5 · 1 Basis of offer (Ratio) :

5 · 2 Nature of instrument :(Equity/FCD/PCD/NCD/Others, etc)

5 · 3 Offer price per instrument :

5 · 4 Amt. per instrument on application :

5 · 5 Issue Size : Amt in Rs lakhs

1 · Extent of under subscription on the date of closure of the issue a) Percentage : b) Amount : 2. Details of Standby assistance, if any a. No. of Underwriters b. No. of Underwriters who did not pay devolvement (Please give names, amount underwritten and reasons for not paying) : 3. In case where FIs/MFs had subscribed to make up shortfall not as underwriter a) Name of FI/MF : b) No. of Instruments applied for :

6 · 1 Nature of instrument :

6 · 2 Offer price per instrument for different categories :

6 · 3 Amt. per instrument on application for different categories :

6 · 4 Issue Size

580 · (Deleted)

581 · (Deleted)

582 · (Deleted)

583 · (Deleted)

580 · Omitted the following vide SEBI Circular No. SEBI/CFD/DIL/DIP/14/2005/25/1 dated January 25, 2005: "5)No. of applications accompaniedby stock invests :"

581 · Omitted the following vide SEBI Circular No. SEBI/CFD/DIL/DIP/14/2005/25/1 dated January 25, 2005: "6)No. of instruments applied throughstock invest : "

582 · Omitted the following vide SEBI Circular No. SEBI/CFD/DIL/DIP/14/2005/25/1 dated January 25, 2005: "7)Amount of subscription received through stock invest : Rs."

583 · Omitted the following vide SEBI Circular No. SEBI/CFD/DIL/DIP/14/2005/25/1 dated January 25, 2005: "8)Percentage of subscription through stock invest in total subscription : "

9 · In case where FIs/ MFs had subscribed to make up shortfall not as underwriter :

588 · Omitted the following vide SEBI Circular No. SEBI/CFD/DIL/DIP/14/2005/25/1 dated January 25, 2005: "Cancelled Stockinvests". .

589 · (SCHEDULE XVI-A

589 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007.

590 · (SCHEDULE XVIII)

590 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/13/2004/28/5 dated May 28, 2004 for the following:

591 · (SCHEDULE XVIIIA)

591 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/13/2004/28/5 dated May 28, 2004.

592 · Inserted schedule, vide SEBI Circular No. SEBI/CFD/DIL/DIP/16/2005/19/9 dated September 19, 2005.

593 · Inserted reference clause to the schedule, vide SEBI Circular No. SEBI/CFD/DIL/DIP/14/2005/25/1 dated January 25, 2005.

594 · Omitted the following words, vide SEBI Circular No. SEBI/CFD/DIL/DIP/16/2005/19/9 dated September 19, 2005:

595 · Omitted the following words, vide SEBI Circular No. SEBI/CFD/DIL/DIP/16/2005/19/9 dated September 19, 2005:

596 · (SCHEDULE XX-A)

596 · Inserted schedule vide SEBI Circular No. SEBI/CFD/DIL/DIP/14/2005/25/1 dated January 25, 2005.

597 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/16/2005/19/9 dated September 19, 2005 for the word "discretionary". .

598 · (Disclaimer Clause of SEBI

599 · (IPO GRADING)

600 · (Application Supported by Blocked Amount forms shall be available with designated branches of Self Certified Syndicate Banks, the list of which is available at websites of Stock Exchanges and SEBI.)

598 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/17/2005/11/11 dated November 11, 2005.

599 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/25/2007/30/4 dated April 30, 2007.

600 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/31/2008/30/7 dated July 30, 2008.

601 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/16/2005/19/9 dated September 19, 2005 for the word "discretionary". .

602 · (Disclaimer Clause of SEBI

603 · (IPO GRADING)

602 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/17/2005/11/11 dated November 11, 2005.

603 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/25/2007/30/4 dated April 30, 2007.

604 · Deleted the words ", Syndicate Members, Brokers", vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007.

605 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/16/2005/19/9 dated September 19, 2005 for the word "discretionary". .

606 · (Disclaimer Clause of SEBI

607 · (IPO GRADING)

606 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/17/2005/11/11 dated November 11, 2005.

607 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/25/2007/30/4 dated April 30, 2007.

608 · Deleted the words ", Syndicate Members, Brokers", vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007.

609 · (SCHEDULE XXI)

609 · The following schedule, which was inserted vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003 to substitute the then existing schedule, has been deferred vide press release no. PR No.246/2003 dated October 13, 2003:

610 · Inserted reference clause to the schedule, vide SEBI Circular No. SEBI/CFD/DIL/DIP/14/2005/25/1 dated January 25, 2005.

611 · (SCHEDULE XXIA

611 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/22/006/8/5 dated May 8, 2006.

612 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/25/2007/30/4 dated April 30, 2007 for the following: "Built-up Space Block No.1, Rajendra Bhavan Rajendra Place, Dist. Centre, NEW DELHI - 8."

613 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/25/2007/30/4 dated April 30, 2007 for the following: FMC, Fortuna, 5 th Floor, 234/3A, AJC, Bose Road, CALCUTTA – 47"

614 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/25/2007/30/4 dated April 30, 2007.

615 · (The soft copes of draft offer documents shall be submitted in both HTML and PDF formats in a floppy placed in a sealed envelope. The Floppy (1.44 MB, write protect mode) should be submitted in a sealed envelope.

615 · Substituted vide SEBI Circular No. RMB (Compendium) Series Circular No. 2 (1999-2000) dated February 16, 2000.

616 · (SCHEDULE XXIII A)

616 · Inserted vide SEBI Circular No. DIP (Compendium) Circular No. 3 dated August 4, 2000.

617 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/14/2005/25/1 dated January 25, 2005 for "Clause 16.1.3 and 16 1.4 (c)".

618 · (SCHEDULE XXIV)

618 · (First and last date of sending security certificates to NRIs (Enclose RBI acknowledgement letter. If acknowledgement is not received, date of filing the documents with RBI along with a copy of a letter forwarded to RBI)

618 · (Certificate from the Registrars countersigned by the post issue lead manager that the certificates to the NRIs have been dispatched)

1 · 0 Key personnel

1 · 1 Detailed bio-data clearly giving following information for the key personnel who joined merchant banking division after the previous registration.

1 · 2 A copy of experience certificate from previous employers, copy of Appointment letter, acceptance letter, copy of experience certificates and copy of salary slip in the applicant company.

2 · 0 Details of directors

2 · 1 If any of the Directors are wholetime directors the same to be indicated.

3 · 0 Details of membership of stock exchange

3 · 1 If the applicant company / associate company /group company / subsidiary company of these are member of any recognised stock exchange, the following be submitted:

4 · 0 Final accounts

4 · 1 A Copy of Audited annual accounts (including Auditors report and schedules) as on ...... ......... (latest F.Y.)/ as on date of meeting the networth criteria.

5 · 0 State whether issuer company is registered as Non Banking Finance Company with RBI. If yes, state the place where it is registered and give the registration number and details about any comment of RBI for their inspection for latest three financial years.

6 · 0 Declarations to be furnished: (to be signed by two Directors)

13 · 1 Total number of issues underwritten during the period.

13 · 2 Total amount underwritten during the period (Rs. In lakhs).

13 · 3 Outstanding underwriting commitment at the close of the period (Rs. in lakhs).

13 · 4 Details of disputed/devolved cases

14 · 1 System of redressal of investor grievances (a brief write up).

15 · Financial information

619 · (SCHEDULE XXVIII)

619 · Inserted Schedule, vide SEBI Cir. No. RMB (Compendium) Series Cir. No. 1 (2001-2002) dated July 17, '01.

620 · (SCHEDULE XXIX)

620 · Inserted vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003.

621 · Renumbered sub-point "(p)" as sub-point "(i)", vide SEBI Circular No. SEBI/CFD/DIL/DIP/14/2005/25/1 dated January 25, 2005.

622 · Renumbered sub-point "(q)" as sub-point "(ii)", vide SEBI Circular No. SEBI/CFD/DIL/DIP/14/2005/25/1 dated January 25, 2005.

623 · Renumbered sub-point "(r)" as sub-point "(iii)", vide SEBI Circular No. SEBI/CFD/DIL/DIP/14/2005/25/1 dated January 25, 2005.

624 · Renumbered sub-point "(s)" as sub-point "(iv)", vide SEBI Circular No. SEBI/CFD/DIL/DIP/15/2005/29/3 dated March 29, 2005.

625 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007.

626 · (SCHEDULE XXX)

626 · Inserted Schedule, vide SEBI Circular No. SEBI/CFD/DIL/DIP/15/2005/29/3 dated March 29, 2005.

6 · 1 The offer document shall contain all material information which shall be true and adequate so as to enable the investors to make informed decision on the investments in the issue.

6 · 1.1 The offer document shall also contain the information and statements specified in this chapter. r.

627 · (6.1.2 The draft offer document and final offer document shall be approved by the Board of Directors of the issuer company and signed by all the Directors (including the Managing Director), Chief Executive Officer and Chief Financial Officer of the issuer company. They shall also certify that all the disclosures made in the offer document are true and correct.)

6 · 2 Cover Pages

6 · 2.1 Front Outer Cover Page

6 · 2.1.1

6 · 2.1.2 The front outer cover page of the prospectus shall contain the following details only:

627 · Inserted vide SEBI Circular No. RMB (Compendium) series 2003-04 circular no.9 dated May 2, 2003.

628 · Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/13/2004/28/5 dated May 28, 2004 for the following: "The 'Risks in relation to the first issue' (wherever applicable) shall be incorporated in a box format in case of a initial public issue:

629 · (If more than one merchant banker are associated with the issue, the inter-se allocation of responsibility of each Merchant Banker as demarcated and submitted to the Board in terms of clause 5.3.2, shall be disclosed in the offer document)

6 · 2.2 Front Inside Cover Page

6 · 2.2.1 Index shall appear on the Front Inside Cover Page.

6 · 2.3 Inner Cover Pages

6 · 2.3.1 The other risk factors shall be printed in clear readable font (preferably of minimum point 10 size) starting on the first inner cover page to be numbered page i (and, if need be, shall continue on subsequent pages ii, iii, etc. as distinct from the page number of the offer document proper which would run as 1, 2, 3, etc.) in addition to appearing in the Part I of the Prospectus.

6 · 2.3.2

631 · (i. The Risk factors shall be classified as those which are specific to the project and internal to the issuer company and those which are external and beyond the control of the issuer company.

6 · 2.4 Back Cover Pages

6 · 2.4.1 Back Inside Cover Page and Back Outside Cover Page shall be in white.

6 · 2.4.2 Any 'notes' required to be given prominence shall appear immediately after the Risk Factors wherever they appear.

6 · 3 General Information

6 · 3.1 Name and address of registered office of the issuer company.

6 · 3.2 Letter of intent / industrial license and declaration of the Central Govt./RBI about non-responsibility for financial soundness or correctness of statements.

6 · 3.3 Disclaimer Clause

6 · 3.3.1 A prospectus shall contain the following disclaimer clause in bold capital letters:

629 · Inserted vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003.

630 · Inserted vide SEBI Circular No. DIP (Compendium) Circular No. 3 dated August 04, 2000.

6 · 3.4 Disclaimer Statement from the Issuer

6 · 3.4.1 A statement to the effect that the issuer accepts no responsibility for statements made otherwise than in the prospectus or in the advertisement or any other material issued by or at the instance of the issuer and that anyone placing reliance on any other source of information would be doing so at his own risk should be incorporated .

6 · 3.5 Filing of offer document with the Board and RoC

6 · 3.6 632 (Names of the Designated stock exchange and other exchanges where application has been made for listing of the present issue shall be mentioned.)

6 · 3.7 Provisions of sub-section (1) of section 68A of the Companies Act, relating to punishment for fictitious applications, shall be mentioned.

6 · 3.8 Minimum Subscription Clause

6 · 3.8.1 For Non-underwritten Public Issues

6 · 3.8.2 For Underwritten Public Issues

6 · 3.8.3 For Composite Issues

6 · 3.8.4 Offer for sale

6 · 3.8.4.1The requirement of minimum subscription shall not be applicable to offer for sale.

6 · 3.8.5 Public issues by infrastructure companies

6 · 3.9 Declaration about the issue of allotment letters or refunds within a period of 10 weeks and interest in case of any delay in refund at the prescribed rate under section 73(2) / 73(2A) of the Companies Act, shall be mentioned.

6 · 3.10 Issue Schedule

6 · 3.11 Intermediaries and auditors

6 · 3.12 Credit Rating

6 · 3.13 Underwriting of the issue

6 · 3.14 Compliance Officer

6 · 4 Capital Structure of the company

6 · 4.1 The lead merchant banker shall present the capital structure in the following manner:

6 · 4.2 Notes to Capital Structure

6 · 5 Terms of the present issue

6 · 5.1 Terms of payments

6 · 5.1.1 The caption "Interest in Case of Delay in Despatch of Allotment Letters/ Refund Orders in Case of Public Issues" shall appear and shall contain the following statement:

6 · 5.2 Arrangements for Disposal of Odd Lots

6 · 5.2.1

6 · 5.2.2 Lead Merchant Banker shall ascertain whether the companies coming for fresh issue of capital propose to set up trusts in order to provide service to the investors in the matter of disposal of odd lot shares of the company held by them and if so, disclosures relating to setting up and operation of the trust shall be contained in the offer document.

6 · 5.2.3 Whenever any issue results in issue of shares in odd lots, the issuer company, shall as far as possible issue certificates in the denomination of 1-2-5-10-20-50 shares.

6 · 5.3 Rights of the instrument holders

6 · 5.4 How to apply - availability of forms, prospectus and mode of payment

6 · 5.4.1 Applications by mutual funds

6 · 5.4.2 Applications by NRIs

6 · 5.4.2.1 The Lead merchant banker shall ensure the following disclosures:

6 · 5.4.3 Disclosures about Stock invests

6 · 5.5 Despatch of Refund Orders

6 · 5.5.1 The following clause shall be incorporated in the prospectus:

6 · 5.6 Undertaking by the Issuer Company.

6 · 5.6.1 The following undertaking by the issuer company shall be incorporated in the offer document :

6 · 5.6.2 634 (In case of a debenture issue, the company shall also give undertakings to the following effect in the offer document:

633 · Substituted vide SEBI Circular No. DIP (Compendium) Circular No. 3 dated August 04, 2000 for the following: "that the issuer company shall take necessary steps for the purpose of getting the securities listed in the concerned stock exchange within the specified time; "

634 · Inserted vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003.

6 · 5.7 Utilisation of Issue Proceeds

6 · 5.7.1 A statement by the Board of Directors of issuer company to the effect that–

635 · (6.5.7.2 - The offer document shall contain a statement of the Board of Directors of the issuer company to the effect that –

6 · 5.8 Any special tax benefits for company and its shareholders.

6 · 6 Particulars of the issue

6 · 6.1

636 · (6.6.1.1Objects

6 · 6.1.2 Whether the company proposes to raise funds for a purpose like fixed asset creation and/or for rotation such as working capital etc shall be disclosed clearly in the offer document

6 · 6.1.3. Where the company proposes to raise funds for a purpose like fixed asset creation, the requirement of funds shall also be disclosed clearly.)

6 · 6.2 Project Cost

6 · 6.3 637 (Means of financing.

6 · 6.4 Appraisal

6 · 6.4.1

635 · Inserted vide SEBI Circular No. DIP (Compendium) Circular No. 3 dated August 04, 2000.

636 · Substituted vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003 for "Objects". .

637 · Substituted vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003 for "Means of financing."

6 · 6.5 Deployment of funds in the project

6 · 6.6 Name of monitoring agency, if applicable, to be disclosed.

6 · 7 Company, Management and Project

6 · 7.1 History and main objects and present business of the company

6 · 7.2 Subsidiary(ies) of the company, if any

6 · 7.3 Promoters and their Background

6 · 7.4 Key Managerial Personnel

6 · 7.5 Names, address and occupation of manager, managing director, and other directors (including nomineedirectors, whole-time directors (giving their directorships in other companies)

6 · 7.6 Location of the Project

6 · 7.7 Plant and machinery , technology, process, etc .

6 · 7.8 Collaboration, any performance guarantee or assistance in marketing by the collaborators

638 · Substituted vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003 for the following:

6 · 7.8.1 Following information regarding persons/entities with whom technical and financial agreements have been entered into to be given:

6 · 7.9 Infrastructure facilities for raw materials and utilities like water, electricity, etc.

6 · 7.10 Schedule of implementation of the project and progress made so far, giving details of land acquisition, civil works, installation of plant and machinery, trial production, date of commercial production, etc.

6 · 7.11 The products

6 · 7.11.1 Nature of the product/ s – consumer / industrial and end users 6.7.11.2

6 · 7.11.3 Approach to marketing and proposed marketing set up.

6 · 7.11.4 Export possibilities and export obligations, if any (in case of a company providing any "service" particulars, as applicable, be furnished)

6 · 7.12 Future prospects

6 · 7.12.1 Capacity & Capacity Utilisation

6 · 7.13 Stock Market Data

6 · 7.13.1 Particulars of:-

6 · 8 Management Discussion and Analysis of the Financial Condition and Results of the Operations as Reflected in the Financial Statements.

6 · 8.1 A summary of past financial results after adjustments as given in the auditors report for the past three years containing significant items of income and expenditure shall be given.

6 · 8.2 An analysis of reasons for the changes in significant items of income and expenditure shall also be given, inter alia, containing the following:

6 · 8.3 A statement by the directors whether in their opinion there have arisen any circumstances since the date of the last financial statements as disclosed in the prospectus any which materially and adversely affect or is likely to affect the trading or profitability of the company, or the value of its assets, or its ability to pay its liabilities within the next twelve months.

639 · (6.8.4 One standard financial unit shall be used in the offer document.)

6 · 9 Financial of Group Companies

6 · 9.1 The following information for the last 3 years based on the audited statements in respect of all the companies, firms, ventures, etc. promoted by the promoters irrespective of whether these are covered under section 370 (1)(B) of the Companies Act, 1956 shall be given, wherever applicable:

6 · 9.2

6 · 9.3 If the promoters have disassociated themselves from any of the companies/firms during preceding three years, the reasons therefore and the circumstances leading to the disassociation shall be furnished together with the terms of such disassociation.

6 · 9.4

6 · 9.5 Sales or purchase between companies in the promoter group when such sales or purchases exceed in value in the aggregate 10% of the total sales or purchases of the issuer and also disclose material items of income or expenditure arising out of transactions in the promoter group.

6 · 10 Following particulars in regard to the company and other listed companies under the same management within the meaning section 370 (1)(B) of the Companies Act, 1956 which made any capital issue during the last three years shall be given

639 · Inserted vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003.

6 · 11 Promise vis-à-vis Performance

6 · 11.1 Issuer Company

6 · 11.2 Listed Ventures of Promoters

6 · 12 Projections

640 · (No forecast of projections relating to financial performance of the issuer company shall be given in the offer document.)

640 · Substituted vide SEBI Circular No. DIP (Compendium) Circular No. 3 dated August 04, 2000 for the following clauses:

6 · 12.1 No projections of profits shall be made except

6 · 12.2 Forecast of Estimated Profits

6 · 13 Basis for Issue Price

641 · (6.13.1 Following information shall be disclosed for all issues irrespective of the issue price.

642 · (i the face value of shares (including the statement about the issue price being "X" times of the face value)

643 · (6.13.2

6 · 14 Outstanding litigations or Defaults

641 · Substituted vide SEBI Circular No. RMB (Compendium) series 2003-04 circular no.9 dated May 2, 2003 for the following clause:

642 · Inserted vide circular no SEBI/CFD/DIL/DIP/13/2004/28/5 dated May 28, 2004.

643 · Inserted vide SEBI Circular No. DIP (Compendium) Circular No. 3 dated August 04, 2000.

6 · 15 Risk factors and management perception on the same, if any

6 · 16 Disclosure on Investor Grievances and Redressal System

6 · 17 General Information

6 · 17.1 Consent of directors, auditors, solicitors/ advocates, managers to the issue, Registrar of Issue, Bankers to the company, bankers to the issue and experts.

6 · 17.2 Expert opinion obtained, if any

6 · 17.3 Change, if any, in directors and auditors during the last three years, and reasons, thereof

6 · 17.4 Authority for the issue and derails of resolution passed for the issue

6 · 17.4 Procedure and time of schedule for allotment and issue of certificates

6 · 17.5 Names and address of the company secretary, legal adviser, lead managers, co-managers, auditors , bankers to the company, bankers to the issue and brokers to the issue.

6 · 18 Financial Information

6 · 18.1 A report by the auditors of the company with respect to-

6 · 18.2 If the company has no subsidiaries, the report shall -

6 · 18.3 If the company has subsidiaries, the report shall -

6 · 18.4 If the proceeds, or any part of the proceeds, of the issue of the shares or debentures are or is to be applied directly or indirectly -

6 · 18.5 If-

6 · 18.6 Principal terms of loan and assets charged as security.

6 · 18.7 Other provisions relating to accounts of the issuer company

644 · (6.18.8

644 · Inserted vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003.

6 · 19 Statutory and other information

6 · 19.1 Minimum Subscription

6 · 19.2 Expenses of the issue giving separately fee payable to :-

6 · 19.3 Underwriting commission and brokerage

6 · 19.4 Previous issue for cash

6 · 19.5 Previous public or rights issue, if any:

6 · 19.6 Commission or brokerage on previous issue

6 · 19.7 Issue of shares otherwise than for cash

6 · 19.8 Debentures and redeemable preference shares and other instruments issued by the company outstanding as on the date of prospectus and terms of issue.

6 · 19.9 Option to subscribe

6 · 19.10 Purchase of property

6 · 19.11 Following details may be given in the offer document:

6 · 19.12 Rights of members regarding voting, dividend, lien on shares and the process for modification of such rights and forfeiture of shares.

6 · 19.13 Restrictions, if any, on transfer and transmission of shares / debentures and on their consolidation / splitting.

6 · 19.14 Revaluation of assets, if any (during last five years)

6 · 19.15 Material contracts and inspection of documents, eg

6 · 20 The abridged prospectus shall contain the disclosures as specified under Section I of Chapter VI.

6 · 20.1 The disclosure requirement as specified shall also be applicable in case of abridged prospectus.

6 · 21 General Information

6 · 21.1 Name and address of registered office of the company

6 · 21.2 Name/s of stock exchanges where listing of the securities is proposed.

6 · 21.3 Date of opening, closing and earliest closing of the issue

6 · 21.4 Disclaimer Clause

6 · 21.5 Name and address of lead managers.

6 · 21.6 Name and address of registrars to the issue .

6 · 21.7 Name and address of trustee under debenture trust deed (in case of debenture issue)

6 · 21.8 Rating for the proposed debenture/ preference shares issue, if any, obtained from any other Credit Rating Agency

6 · 21.9

6 · 21.10 Provisions of sub section (1) of section 68A of the Companies Act, relating to punishment for fictitious applications.

6 · 21.11 Declaration about the issue of allotment letters/refunds within a period of 30 days and interest in case of delay in dispatching refund/ allotment letters @ 15% p.a. as at the rate as may be specified.

6 · 21.12 Risk Factors and Issue Highlights:

6 · 21.13 The Risk Factors and management perception on the same shall be printed along with Issue Highlights with equal treatment in printing in all respects.

6 · 22 Capital Structure of the company

6 · 22.1 Following details shall appear

6 · 22.2 A disclosure to the effect that the securities offered through this public/ rights issue shall be made fully paid up or forfeited within 12 months from the date of allotment of securities in a manner as specified in clause 8.5.2.

6 · 23 Terms of the present issue

6 · 23.1

6 · 23.2 How to apply - availability of forms, prospectus and mode of payment

6 · 23.2.1 Applications by NRIs

6 · 23.3 Any special tax benefits for company and its shareholders

6 · 24 Particulars of the issue

6 · 24.1 Objects

6 · 24.2 Project Cost

6 · 24.3 Means of financing

6 · 25 Company, Management and Project

6 · 25.1 History and main objects and present business of the company

6 · 25.2 Promoters and their Background

6 · 25.3 Names, address and occupation of manager, managing director, and other directors (including nomineedirectors, whole-time directors (giving their directorships in other companies)

6 · 25.4 Location of the Project

6 · 25.5 Plant and machinery , technology, process, etc

6 · 25.6 Collaboration, any performance guarantee or assistance in marketing by the collaborators

6 · 25.7 Infrastructure facilities for raw materials and utilities like water, electricity, etc.

6 · 25.8 Schedule of implementation of the project and progress made so far, giving details of land acquisition, civil works, installation of plant and machinery, trial production, date of commercial production etc

6 · 25.9 The products

6 · 25.9.1 Nature of the product/s - consumer / industrial and end users

6 · 25.9.2 Market including details of the competition, past production figures for the industry, existing installed capacity, past trends and future prospects regarding exports (if, applicable), demand and supply forecasts (if given, should be essentially with assumptions unless sourced from a market research agency of repute), etc. to be given.

6 · 25.9.3 Source of data used shall be mentioned.

6 · 25.9.4 Approach to marketing and proposed marketing set up

6 · 25.9.5 Export possibilities and export obligations, if any (in case of a company providing any "service" particulars, as applicable, be furnished)

6 · 25.10 Future prospects

6 · 25.11 Stock Market Data

6 · 26 Following particulars in regard to the listed companies under the same management with the meaning of Section 370(1B) which made any capital issue in the last three years.

6 · 27 Basis for Issue Price

645 · (Following information shall be disclosed for all issues irrespective of the issue price.

646 · ((h) the face value of shares (including the statement about the issue price being "X" times of the face value))).

6 · 28 Management perceptions of risk factors (e.g. Sensitivity to foreign exchange rate fluctuations, difficulty in availability of raw materials or in marketing of products, cost/ time overrun).

645 · Substituted for the following clause vide RMB (Compendium) series 2003-04 Circular no. 9 dated May 2, 2003:

645 · ((ii) The issuer company and the lead merchant banker shall provide the accounting ratios as mentioned in sub clause (i) to clause 6.27 above to justify the basis of issue price.

646 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/13/2004/28/5 dated May 28, 2004.

6 · 29 Outstanding litigations

6 · 30 Whether all Payment/ Refunds, Debentures, Deposits of banks or companies, Interest on Deposits, Debenture Interest, Institutional Dues have been paid up to date.

6 · 31 If not, details of the arrears if any to be stated.

6 · 32 Any material development after the date of the latest balance sheet and its impact on performance and prospects of the company.

6 · 33 Expert opinion obtained if any.

6 · 34 Change, if any, in directors and auditors during the last three years and reasons thereof.

6 · 35 Option to Subscribe.

647 · (In case of public issues by unlisted companies, the lead merchant banker shall incorporate a statement in the offer documents that the trading in the securities shall be in dematerialised form only for all the investors.)

6 · 36 Material contracts and time and place of inspection.

6 · 37 Financial Performance of the Company for the Last Five Years: (Figures to be taken from the audited annual accounts in tabular form)

6 · 38 Statements after minimum subscription clause:

647 · Inserted vide SEBI Circular No. RMB (Compendium) Series Circular No. 2 (1999-2000) dated February 16, 2000.

12 · 0 The following guidelines shall be applicable to the Designated Financial Institutions (DFIs) approaching capital market for funds through an offer document.

12 · 1 Promoters' contribution

12 · 1.1 There shall be no requirement of minimum promoters' contribution in respect of any issue by DFIs.

12 · 1.2 In case any DFI proposes to make a reservation for promoters, such contribution from the promoters shall come only from actual promoters and not from directors, friends, relatives, associates, etc.

12 · 2 Reservation for employees

12 · 2.1 The DFIs may make a reservation out of the proposed issues for allotment only to their permanent employees including their Managing Director(s) or any whole time Director.

12 · 2.2 Such reservation shall be restricted to the number of permanent employees on the pay rolls of the DFIs as on the date of the offer document multiplied by 200 shares of Rs. 10/- each or 20 shares of Rs. 100/- each as the case may be per employee, subject to a maximum of 5% of the issue size.

12 · 2.3 The shares allotted under the reserved category shall be subject to a lock in for a period of 3 years.

12 · 2.4 In case of public issue, unsubscribed portion, if any, in the reserved category shall be added back to the public offer.

12 · 2.5 In case of rights issue, unsubscribed portion if any, shall lapse.

12 · 2.6 Where the Managing Director or the Whole Time Director represents the promoters, he may acquire securities as part of the promoters' contribution but not under the reservation made for the employees in the proposed issue.

12 · 3 Pricing of issues

12 · 3.1 The DFIs may freely price their issues subject to the following conditions:

12 · 4 Specific disclosures

12 · 4.1 The offer document of the DFI shall contain specific disclosures in respect of the following:

12 · 5 Issue of debentures including bonds

12 · 5.1 Credit rating of debentures or bonds shall be compulsory, if conversion or redemption, falls after 18 months.

12 · 5.2

12 · 5.3

12 · 5.4

12 · 5.5 The interest rate for the debentures shall be freely determinable by the issuer DFI.

12 · 5.6 The discount on the non-convertible portion of the PCD, where arrangements for their buy-back have been made and the procedure for their purchase on spot trading basis shall be disclosed in the offer document.

12 · 6 Rollover of debentures / bonds

12 · 6.1 In case non-convertible portion of PCDs or Non Convertible Bonds / Debentures are to be rolled over with or without change in the interest rate(s), an option shall be given to those debenture / bond holders, who desire to withdraw from the scheme.

12 · 6.2 Roll over may be given effect to only in cases, where debenture / bond holders have sent their positive consent and not on the basis of the non-receipt of their negative reply.

12 · 6.3 Before roll over of any non-convertible bonds or debentures or non-convertible portion of the PCDs, fresh credit rating shall be obtained within a period of six months prior to the due date for redemption and communicated to the bond / debenture holders before roll over.

12 · 6.4 The letter of option regarding roll over shall be filed containing disclosure with regard to the credit rating, bond / debenture holder resolution, option for conversion and such other terms which the Board may stipulate from time to time.

12 · 7 Protection of the interest of debenture / bond holders

12 · 7.1 Trustees to the debenture / bond issue shall be vested with the requisite powers for protecting the interest of bond / debenture holders including a right to appoint a nominee director on the Board of the DFI in consultation with other institutional debentureholders in the event of default and such events of defaults should be specified in the offer document.

12 · 7.2 Trustees shall obtain a certificate annually from the DFI's auditors in respect of maintenance of DER and NDSCR as per the norms mentioned in Clause 12.4.1 (b & c) and with regard to provisioning as per Clause 12.4.1 (f) above.

12 · 8 New financial instruments

12 · 8.1 DFI issuing any new financial instruments such as Deep Discount Bonds, Debentures with Warrants , Secured Premium Notes, etc., shall make adequate disclosures, more particularly relating to the terms and conditions, redemption, security, conversion and any other relevant features of such instruments

12 · 9 Bonus issues by DFIs

12 · 9.1 The issuer DFI shall forward a certificate duly signed by itself and duly counter-signed by its statutory auditor or by a company secretary in practice to the effect that the terms and conditions for issue of bonus shares as laid down below have been complied with:

30 · per cent of the average profits before tax of the DFI for the previous three years shall yield a rate of dividend on the expanded capital base of the DFI at 10%.

12 · 10 Other Requirements

12 · 10.1 Where a DFI's shareholding is held by various merchant bankers, the appointment of any one of them as a lead manager shall be on the basis of least shareholding.

12 · 10.2 Subscription list for public issues shall be kept open for minimum of at least 3 working days and maximum 21 working days and the same shall be disclosed in the offer document.

12 · 10.3 Rights issues shall be kept open for a minimum of 15 days but not exceeding 60 days.

12 · 10.4

648 · (Provided that the aforesaid clause shall not be applicable to the information memorandum / prospectus in respect of issues made under the shelf prospectus.

649 · ((c) After disclosing the issue size and over subscription limits in the shelf prospectus, the DFI can raise and retain any amount through tranche issues subject to the limits specified in shelf prospectus.)

648 · Inserted proviso vide SEBI Circular No. SEBI/CFD/DIL/DIP/13/2004/28/5 dated May 28, 2004.

649 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/13/2004/28/5 dated May 28, 2004.

650 · (Provided that DFI has disclosed the minimum amount proposed to be raised and the maximum over subscription proposed to be retained in the information memorandum / prospectus. issued in respect of issues under shelf prospectus.)

651 · ((d) The aggregate amount collected through one or more tranches shall not exceed the maximum target amount specified in the shelf prospectus.)

12 · 10.5

12 · 10.6 Where in terms of the consent issued by the Controller of Capital Issues, the price / time of conversion of PCDs / FCDs is to be determined at a later date by the Controller, such price and the timing of conversion shall be determined at a general meeting of the shareholders subject to-

12 · 10.7 such holders of debentures, who do not give such consent, shall be given an option to get the convertible portion of debentures redeemed or repurchased by the DFI at a price, which shall not be less than the face value of the debentures.

12 · 10.8 Where the consent from the Controller of Capital Issues stipulates a cap price for conversion of FCDs / PCDs and the cap price has been disclosed to the investors before subscription is made, the Board of the DFI may determine the price at which the debentures may be converted and in such cases an option may not be given to debenture holders.

12 · 10.9 The provisions of the Companies Act, 1956 and other applicable laws / listing requirements of the stock exchange, etc., wherever applicable, shall be complied with by the DFIs in connection with issue of shares, debentures and bonds etc.

12 · 11 Utilisation of money before allotment

12 · 11.1 DFIs may utilise the moneys raised by them out of the public issues of debt instruments before allotment and/or listing of the instruments, provided that:

650 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/13/2004/28/5 dated May 28, 2004.

651 · Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/13/2004/28/5 dated May 28, 2004.