Rule · SEBI · 11 Nov 2024
This Master Circular consolidates all relevant circulars issued on or before September 30, 2024, superseding the previous version dated June 21, 2023, and rescinds all prior directions related to the ICDR Regulations. It establishes specific compliance frameworks, including daily fines of ₹20,000 for listed entities delaying bonus issues or convertible security conversions, and mandates stock exchanges to disseminate details of non-compliant entities. The document requires issuers to revise disclosure formats in abridged prospectuses, utilize QR codes, and create bilingual audiovisual presentations for public issues, while also streamlining rights issue procedures and online filing systems through the SEBI Intermediary Portal.
MASTER CIRCULAR
SEBI/HO/CFD/PoD-1/P/CIR/2024/0154
November 11, 2024
To
Registered Merchant Bankers
Recognized Stock Exchanges
Depositories and Registered Depository Participants Registered Registrars to an Issue and Share Transfer agents Registered Stock Brokers Registered Credit Rating Agencies Bankers to an Issue (Self-Certified Syndicate Banks) Sponsor Banks All Listed Entities/ Proposed to be listed Entities National Payment Corporation of India (NPCI) Dear Sir / Madam, Subject: Master Circular for Issue of Capital and Disclosure Requirements
1. The Securities and Exchange Board of India (“SEBI” or “the Board”) has been, from
time to time, issuing various circulars/directions under the relevant provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“ICDR Regulations”). In order to enable the stakeholders to have access to all such circulars at one place, SEBI had issued a Master Circular dated June 21, 2023 by consolidating all relevant circulars issued till June 21, 2023.
2. Subsequently, SEBI had issued new circulars on provisions relating to the ICDR
Regulations. In view of the same, the Master Circular dated June 21, 2023 has been updated to include all relevant circulars that were issued on / before September 30,
2024. The instant master circular supersedes the Master Circular dated June 21, 2023
for ICDR Regulations.
3. The Master Circular provides a chapter-wise framework for compliance with various
obligations under the ICDR Regulations. For ease of reference, each chapter of this circular contains footnotes corresponding to the respective circulars.
4. With the issuance of this Master Circular, all directions/instructions contained in the
circulars listed out in the Appendix to this Master Circular shall stand rescinded to the extent they relate to ICDR Regulations.
5. Notwithstanding such rescission, -
(a) anything done or any action taken or purported to have been done or taken under the rescinded circulars, prior to such rescission, shall be deemed to have been done or taken under the corresponding provisions of this Master Circular; (b) any application made to the Board under the rescinded circulars, prior to such rescission, and pending before it shall be deemed to have been made under the corresponding provisions of this Master Circular; and (c) the previous operation of the rescinded circulars or anything duly done or suffered thereunder, any right, privilege, obligation or liability acquired, accrued or incurred under the rescinded circulars, any penalty, incurred in respect of any violation committed against the rescinded circulars, or any investigation, legal proceeding or remedy in respect of any such right, privilege, obligation, liability, penalty as aforesaid, shall remain unaffected as if the rescinded circulars have never been rescinded.
6. The Recognized Stock Exchanges and Depositories are directed to
(a) bring the contents of this circular to the notice of the all the stakeholders; (b) put in place necessary systems and infrastructure for monitoring and implementation of this circular; (c) make consequential changes, if any, to their respective bye-laws, rules and regulations and bidding portal.
7. All listed entities/ proposed to be listed entities are directed to comply, wherever
applicable, with the conditions laid down in this circular.
8. This Master Circular is issued in exercise of the powers conferred under Section 11(1)
of the Securities and Exchange Board of India Act, 1992.
9. This Master Circular is available on the website of SEBI at www.sebi.gov.in.
Yours faithfully,
Yogita Jadhav
General Manager
Division of Policy and Development
Corporation Finance Department
Phone + 91-022-26449583
Email: yogitag@sebi.gov.in
Table of Contents
Chapter 1: Non-compliance with certain provision of SEBI ICDR Regulations...............6
Chapter 2: Streamlining the process of Rights Issue ......................................................... 8
Chapter 3: Disclosures in offer document.......................................................................... 10
Chapter 4: Online Filing System, Guidelines for returning of draft offer document and
resubmission and Audiovisual (AV) presentation of Disclosures .................................. 12
Chapter 5: Compensation to Retail Individual Investors (RIIs) in an IPO....................... 15
Chapter 6: Guidelines on issuance of non-convertible debt instruments along with
warrants (‘NCDs with Warrants’) in terms of Chapter VI – Qualified Institutions Placement of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018
.................................................................................................................................................. 17
Chapter 7: Framework for the process of recognition of investors for the purpose of
Innovators Growth Platform................................................................................................. 18
Chapter 8: Issue Summary Document (ISD) and dissemination of issue
advertisements....................................................................................................................... 19
Chapter 9: Applications Supported by Blocked Amount (ASBA) Facility ...................... 21
Chapter 10: Use of Unified Payment Interface (UPI) in Public Issue............................... 29
Chapter 11: Timeline for listing of shares in Public Issue................................................ 36
Annexure I............................................................................................................................... 38
Annexure II.............................................................................................................................. 41
Annexure III............................................................................................................................. 49
Annexure IIIA.......................................................................................................................... 50
Annexure IV............................................................................................................................ 53
Annexure V............................................................................................................................. 54
Annexure VI ............................................................................................................................ 57
Annexure VII ........................................................................................................................... 81
Annexure VIII .......................................................................................................................... 83
Annexure IX............................................................................................................................ 85
Annexure X............................................................................................................................. 86
Annexure XI ............................................................................................................................ 91
Annexure XII ........................................................................................................................... 95
Annexure XIII ........................................................................................................................ 100
Annexure XIV........................................................................................................................ 104
Annexure XV......................................................................................................................... 106
Annexure XVI........................................................................................................................ 113
Annexure XVII....................................................................................................................... 118
Annexure XVIII...................................................................................................................... 121
Annexure XIX........................................................................................................................ 122
Annexure XX......................................................................................................................... 123
Annexure XXI........................................................................................................................ 125
Annexure XXII....................................................................................................................... 126
Annexure XXIII...................................................................................................................... 127
Appendix............................................................................................................................... 129
List of Abbreviations
ASBA Application Supported By Blocked Amount
ADR American Depository Receipts
BOA Basis of Allotment
BRLM Book Running Lead Manager
BSE Bombay Stock Exchange
BTI Bankers to Issue
CB Controlling Branches
CUG Closed User Group
DB Designated Branches
DP Depository Participant
DRHP Draft Red Herring Prospectus
EBP Platform Electronic Book Provider Platform FAQs Frequently Asked Questions FCCB Foreign Currency Convertible Bonds FIIs Foreign Institutional Investors GDR Global Depository Receipts QIB Qualified Institutional Buyer ICDR Regulations Issue of Capital and Disclosure Requirements, Regulations 2018 IDR Indian Depository Receipt IGP Innovators Growth Platform IGPI Innovators Growth Platform Investors IPO Initial Public Offer IPEF Investor Protection and Education Fund ISD Issue Summary Document ISIN International Securities Identification Number LODR Regulations 2015 Listing Obligations and Disclosure Requirements Regulations, 2015 KPIs Key Performance Indicators MBs Merchant Bankers NCD Non-Convertible Debentures NCS Non-Convertible Securities NPCI National Payment Corporation of India NRIs Non-Resident Indians NII Non-institutional Investors NSE National Stock Exchange OFS Offer For Sale PAN Permanent Account Number Res Right Entitlements RHP Red Herring Prospectus RII Retail Individual Investor RTA Registrar and Transfer Agents SCSB Self-Certified Syndicate Banks SCORES SEBI Complaints Redress System SOP Standard Operating Procedures SSE Social Stock Exchange T-Day Trading Day UPI Unified Payments Interface
Chapter 1: Non-compliance with certain provision of SEBI ICDR Regulations
1
1. Regulation 297 and 298 of ICDR Regulations, inter-alia, specify liability of a listed
entity or any other person for contravention and actions which can be taken by the respective stock exchange, the revocation of such actions and consequences for failure to pay fine in the manner specified by SEBI.
2. In pursuance of the above, for non-compliance with certain provisions of the ICDR
Regulations, stock exchanges shall impose fines on the listed entities, as under:
S. No. Violation Regulation
/ Schedule
Fine
1. Delay in completion of a bonus issue:
(i) Within 15 days from the date of approval of the issue by its board of directors – in cases where shareholders’ approval for capitalization of profits or reserves for making the bonus issue is not required. (ii) Within 2 months from the date of the meeting of its board of directors wherein the decision to announce bonus issue was taken subject to shareholders’ approval – in cases where issuer is required to seek shareholders’ approval for capitalization of profits or reserves for making the bonus issue. 295 (1) ₹ 20,000 per day of noncompliance till the date of compliance.
2. Listed entities not completing the conversion of
convertible securities and allotting the shares, within 18 months from the date of allotment of convertible securities. 162 Same as above.
3. As per Schedule XIX - Para (2) of ICDR
Regulations under heading Application for listing, it is stated that: “The issuer shall make an application for listing, from the date of allotment, within such period as may be specified by the Board from time to time, to one or more recognized stock exchange(s)”. In regard to above, it is specified that Issuer shall make an application to the exchange/s for listing in case of further issue of equity shares from the date of allotment within 20 days (unless otherwise specified).
Schedule
XIX –
Listing of
Securities on Stock
Exchanges.
Same as above.
1 SEBI/HO/CFD/DIL2/CIR/P/2019/94 August 19, 2019 and SEBI/HO/CFD/DIL1/P/CIR/2021/0660 November 23, 2021
S. No. Violation Regulation
/ Schedule
Fine
4. Listed entities shall make an application for
trading approval to the stock exchange/s within 7 working days from the date of grant of listing approval by the stock exchange/s.
Chapter 2: Streamlining the process of Rights Issue 2
2 SEBI/HO/CFD/DIL2/CIR/P/2020/13 January 22, 2020 and SEBI/HO/CFD/SSEP/CIR/P/2022/66 May 19, 2022
1.4.4.No withdrawal of application by any shareholder shall be permitted after the issue closing date. The detailed procedures on the Rights Issue process are given at Annexure I for due compliance.
Chapter 3: Disclosures in offer document 3
3 SEBI/HO/CFD/SSEP/CIR/P/2022/14 February 04, 2022
prospectus, price band advertisement, etc. as deemed fit by them. The scan of QR code shall lead to downloading of prospectus, abridged prospectus and price band advertisement as applicable.
Chapter 4: Online Filing System, Guidelines for returning of draft offer document and
resubmission and Audiovisual (AV) presentation of Disclosures
4 SEBI/HO/CFD/DIL1/CIR/P/2018/011 January 19, 2018 5 SEBI/HO/CFD/PoD-1/P/CIR/2024/009 February 06, 2024
6 SEBI/HO/CFD/CFD-TPD-1/P/CIR/2024/55 dated May 24, 2024
3.4 The AV shall also be made available on digital/social media platforms of the Issuer
and AIBI. The web link of the said AV shall be made available on the websites of the Stock Exchanges and the Lead Managers to the issue. The AV shall be made accessible through QR code (as made available in offer related documents) pertaining to the public issue.
3.5 The AV shall be updated with information disclosed in RHP/ Prospectus and price
band advertisement including details of the issue opening/closing date, price/ priceband etc., and uploaded on the date of publication of the price band advertisement or the date of filing of prospectus (in case of fixed price issues).
3.6 The Issuer and all Lead Managers to the public issue shall be responsible for the
content and information made available in the AV.
Chapter 5: Compensation to Retail Individual Investors (RIIs) in an IPO 7
7 SEBI/HO/CFD/DIL2/CIR/P/2018/22 February 15, 2018
Chapter 6: Guidelines on issuance of non-convertible debt instruments along with
warrants (‘NCDs with Warrants’) in terms of Chapter VI – Qualified Institutions Placement of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 8
8 SEBI/HO/CFD/DIL/CIR/P/2021/614 Aug 13, 2021.
Chapter 7: Framework for the process of recognition of investors for the purpose of
Innovators Growth Platform 9
9SEBI/HO/CFD/DIL2/CIR/P/2019/67 May 22, 2019
Chapter 8: Issue Summary Document (ISD) and dissemination of issue
advertisements 10
10 SEBI/HO/CFD/PoD-1/P/CIR/2023/29 February 15, 2023
4.9 Table IX: ISD for open offer under SEBI SAST Regulations
4.10 Table X: ISD for voluntary delisting of equity shares where exit opportunity is
required.
5. The prescribed formats also provide timeline for submission of the details and also
casts responsibility on the entity responsible for the submission (hereinafter referred to as “Submitting Entity”).
6. Stock Exchanges shall develop a utility in order to facilitate the filing of the ISD by
Submitting Entity. The Submitting Entity may file the details, as applicable in the format mentioned at para 4 above, to any stock exchange where the securities of the entity, in relation to which the ISD is being filed, are listed / proposed to be listed.
7. The Stock Exchange which receives the ISD shall further transmit, as soon as
possible, the information to other Stock Exchanges and Depositories for dissemination.
8. Dissemination on the websites of Stock Exchanges and Depositories:
8.1 ISD should be disseminated through websites of the Recognised Stock Exchanges
(where the entity is listed / is proposed to be listed) and the Depositories.
8.2 All entities involved in the process are advised to take necessary steps to ensure
compliance in this regard.
9. Further, Lead Managers are required to disseminate all advertisements in connection
with a public issue under ICDR Regulations 2018 in pdf format on the website of the stock exchange(s).
10. The recognized Stock Exchanges and the Depositories are directed to:
10.1. bring the provisions of this chapter to the notice of all registered merchant
bankers, listed entities and issuers and also disseminate the same on their websites; and
10.2. communicate to SEBI, the status of implementation of the provisions of this
chapter within 7 days of implementation and in their Monthly Developments
Reports.
Chapter 9: Applications Supported by Blocked Amount (ASBA) Facility
SEBI, in its continuing endeavor to provide an efficient mechanism for raising funds, has been continuously striving to streamline the process and methodologies associated with public issue and rights issue fund raising process. Towards this end, SEBI introduced Application Supported by Blocked Amount (ASBA) facility on September 01, 2008 11 .
11 SEBI Circular no. SEBI/CFD/MB/IS/3/2008/29/08 dated August 29, 2008; SEBI Circular no. SEBI/CFD/DIL/DIP/31/2008/30/7 dated July 30, 2008 12 SEBI Circular no. SEBI/CFD/DIL/ASBA/1/2009/30/12 dated December 30, 2009 13 SEBI Circular no. SEBI/CFD/DIL/ASBA/1/2009/30/12 dated December 30, 2009; SEBI Circular no. SEBI/CFD/DIL/2/2010 April 6, 2010; SEBI Circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 14 SEBI Circular no. SEBI/CFD/DIL/ASBA/1/2009/30/12 dated December 30, 2009; SEBI Circular no. CIR/CFD/DIL/12/2012 dated September 13, 2012; SEBI Circular no. CIR/CFD/DIL/1/2013 dated January 02, 2013
3.2.1. undertake the necessary modifications in their system as per the instructions
of the Stock Exchanges providing electronic interface for ASBA,
3.2.2. complete the mock trial run of their systems with such Stock Exchanges as
well as with specified Registrars, and
3.2.3. certify to SEBI about their readiness to implement ASBA as per the format in
Annexure VII 15
.
3.3. SCSBs are advised to ensure that for ASBA application, the SCSBs shall block the
application amount only against / in a funded deposit account and ensure that clear demarcated funds are available for ASBA applications. 16
3.4. SCSBs are also advised to ensure that for making application by banks on own
account using ASBA facility, SCSBs should have a separate account in own name with any other SEBI registered SCSBs. Such account shall be used solely for the purpose of making application in public issues and clear demarcated funds should be available in such account for ASBA applications. 17
3.5. An SCSB shall identify its Designated Branches (DBs) at which an investor shall
submit ASBA and shall also identify the Controlling Branch (CB) which shall act as a coordinating branch for the Registrar to the Issue, Stock Exchanges and Merchant Bankers. The SCSB, its DBs and CB shall continue to act as such, for all public and rights issues to which ASBA facility is applicable. The SCSB shall communicate the following details to Stock Exchanges for making it available on their respective websites. These details shall also be made available by the SCSB on its website: 18
3.5.1. Name and address of the SCSB;
3.5.2. Addresses of DBs and CB and other details such as telephone number, fax
number and email ids;
3.5.3. Name and contact details of a nodal officer at a senior level from the
CB.
3.6. SEBI displays the names and other relevant details of SCSBs which will be
authorized to accept the applications under ASBA on the website:
www.sebi.gov.in.
19
3.7. On inclusion in the list of SCSBs, a bank shall commence its activities as a SCSB for
ASBA. It shall then be deemed to have entered into an agreement with the issuer
15 SEBI Circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 01, 2018 16 SEBI Circular no. CIR/CFD/DIL/12/2012 dated September 13, 2012 17 SEBI Circular no. CIR/CFD/DIL/12/2012 dated September 13, 2012; SEBI Circular no. CIR/CFD/DIL/1/2013 dated January 02, 2013 18 SEBI Circular no. SEBI/CFD/DIL/ASBA/1/2009/30/12 dated December 30, 2009 19 SEBI Circular no. SEBI/CFD/DIL/ASBA/1/2009/30/12 dated December 30, 2009
and shall be required to offer the ASBA facility to all its account holders for all issues to which ASBA facility is applicable. By virtue of the said deemed agreement issuer, shall be deemed to have agreed to pay the commissions to SCSBs, within a reasonable time. 20
4. Entities Eligible for Accepting ASBA Application 21:
4.1. The following entities shall accept a completed Application-Cum-Bid form from
investors intending to subscribe to a Public Issue: 22
4.1.1. an SCSB, with whom the bank account to be blocked, is maintained,
4.1.2. a syndicate member (or sub-syndicate member),
4.1.3. a stock broker registered with a recognised stock exchange (and whose name
is maintained on the website of the stock exchange as eligible for this activity) (‘broker’). The details of submission of ASBA through a stock broker are specified at Annexures VIII 23 .
4.1.4. a depository participant (‘DP’) (whose name is mentioned on the website of
the stock exchange as eligible for this activity),
4.1.5. a register to an issue and share transfer agent (‘RTA’) (whose name is
mentioned on the website of the stock exchange as eligible for this activity);
4.2. Retails investors submitting application with any of the entities at 4.1.2 to 4.1.5
above (hereinafter referred as ‘Intermediaries’), have to use UPI and shall also mention their UPI ID in the Application-cum-bid form. 24
4.3. The RTAs and DPs shall provide their contact details, where the application forms
shall be collected by them, to the recognized stock exchange as per the format specified at Annexure IX and the same shall be disclosed by the stock exchanges on their websites. RTAs and DPs shall regularly update the said details by furnishing current information to the Stock Exchanges which shall be disclosed by the Stock Exchanges. 25
4.4. To facilitate Intermediaries to accept ASBA forms from investors, all the SCSBs,
having a branch in the location of broker centers of Stock Exchanges, are required to name at least one branch where Intermediaries can submit the ASBA forms. The
20 SEBI Circular no. SEBI/CFD/DIL/ASBA/1/2009/30/12 dated December 30, 2009 21 SEBI Circular no. SEBI/CFD/DIL/ASBA/1/2009/30/12 dated December 30, 2009; SEBI Circular no. CIR/CFD/DIL/8/2010 dated October 12, 2010; SEBI Circular no. CIR/CFD/14/2012 dated October 04, 2012; SEBI Circular no. CIR/CFD/DIL/4/2013 dated January 23, 2013; SEBI Circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 22 SEBI Circular no. SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 08, 2019 ( See indicative timeline
table)
23 SEBI Circular no. CIR/CFD/14/2012 dated October 04, 2012 24 SEBI Circular no. SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 08, 2019 25 SEBI Circular No. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015
Stock Exchanges shall ensure that the details of the locations of their broker centers are disclosed on their websites and regularly updated. 26
5. ASBA Process in Public Issue and Rights Issue 27
5.1. In Public Issue: An investor shall submit an ASBA physically or electronically to the
SCSB (with whom the bank account to be blocked is maintained) or intermediaries mentioned above. The ASBA application in Public Issues shall be processed only after the application monies are blocked in the investor’s account. 28
5.2. Processing of Applications by Intermediaries: Intermediaries accepting the
application forms shall be responsible for uploading the bid along with other relevant details in application forms on the electronic bidding system of Stock Exchanges and submitting the form, wherever applicable, to SCSBs for blocking of funds (except in case of SCSBs, where blocking of funds will be done by respective SCSBs only). All applications shall be stamped and thereby acknowledged by the intermediary/SCSBs at the time of receipt. 29
5.3. Processing of Applications by SCSBs: In case an ASBA application is directly
submitted to SCSBs then SCSBs shall block the application money in the bank account specified in the ASBA, on the basis of an authorisation to this effect given by the account holder in the ASBA. The application money shall remain blocked in the bank account till finalisation of the basis of allotment of the issue or till withdrawal/ failure of the issue or till withdrawal / rejection of the application, as the case may be. The application data shall thereafter be uploaded by the SCSBs in the electronic bidding system through a web-enabled interface provided by the Stock Exchanges. 30
5.4. Stock Exchange(s) may validate the electronic bid details with depository’s records
for DP ID, Client ID and PAN, at periodic intervals throughout the bidding day during the bidding period and bring the inconsistencies to the notice of intermediaries concerned, for rectification and re-submission within the time specified by Stock Exchange. 31
5.5. Once the basis of allotment is finalized, the Registrar to the Issue shall send an
appropriate request to the CB of SCSB for unblocking the relevant bank accounts
26 SEBI Circular no. CIR/CFD/DIL/4/2013 dated January 23, 2013 27SEBI Circular no. SEBI/CFD/DIL/ASBA/1/2009/30/12 dated December 30, 2009; SEBI Circular No. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015; SEBI Circular no. SEBI/HO/CFD/CIR/P/2016/26 dated January 21, 2016; SEBI Circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022 28 SEBI Circular no. SEBI/CFD/DIL/ASBA/1/2009/30/12 dated December 30, 2009; SEBI Circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022 29 SEBI Circular No. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 30 SEBI Circular no. SEBI/CFD/DIL/ASBA/1/2009/30/12 dated December 30, 2009 31 SEBI Circular no. SEBI/HO/CFD/CIR/P/2016/26 dated January 21, 2016
and for transferring the requisite amount to the issuer’s account designated for this purpose. In case of withdrawal/ failure of the issue, the amount shall be unblocked by the SCSB on receipt of information from the pre‐issue merchant bankers through the concerned Registrar to the Issue. 32
5.6. In Rights Issue: ASBA facility in rights issue enables an investor / shareholder to
apply through ASBA mode. ASBA process from the time of submission of application by the applicants till transfer of shares in the depository account of the investors, as specified for public issues, shall be followed in the case of rights issues also to the extent relevant for rights issue. The role and responsibilities of SCSBs, Stock Exchanges, RTAs and Merchant Bankers for public issues, shall be applicable mutatis mutandis to rights issue also. 33
6. Application-cum-Bidding Form and Manner of Disclosure 34
6.1. There shall be a single standardized Application-Cum-Bidding-Form for investors.
The full text of data fields required in Application-Cum-Bidding-Form is given at Annexure X 35 and an illustrative format for Application-Cum-Bidding-Form is given at Annexure XI 36. A gist of major changes is given below: 37
6.1.1. the placement of the data fields has been done keeping in mind the ease of
reference to investors/intermediaries for identification of name of the issue.
6.1.2. company specific information is now included in abridged prospectus.
6.1.3. information / instruction(s) which are required to fill the form have been placed
overleaf of the Application Form. Remaining information / instruction(s) which are generic in nature have been incorporated in General Information Document
6.1.4. the pre-printing of prefix number in the Application Form has been done away
with to reduce errors caused in data entry. All forms shall henceforth carry eight digit application numbers which shall be serially numbered. Serial number may be system generated or stamped with automatic numbering machine and the forms should be date and time stamped at the bidding centers. In order to ensure correct categorization of bids, special series shall be used for employees (where employee reservation is applicable).
32SEBI Circular no. SEBI/CFD/DIL/ASBA/1/2009/30/12 dated December 30, 2009 33 SEBI Circular no. SEBI/CFD/DIL/2008/25/09 dated September 25, 2008; SEBI Circular no. SEBI/CFD/DIL/DIP/38/2009/08/20 dated August 20, 2009 34 SEB Circular no. CIR/CFD/DIL/1/2016 dated January 01, 2016; SEBI Circular no. CIR/CFD/DIL/4/2011 dated September 27, 2011; SEBI Circular no. CIR/CFD/14/2012 dated October 04, 2012; SEBI Circular no. CIR/CFD/DIL/7/2010 dated July 13, 2010 35 SEB Circular no. CIR/CFD/DIL/1/2016 dated January 01, 2016 36 SEBI Circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018. 37 SEBI Circular no. CIR/CFD/DIL/4/2011 dated September 27, 2011
6.1.5. new data fields viz. discount, net price etc. have been introduced to help
investors to pay the correct amount along with the Application-cum-Bid-Form in issues where discount is offered.
6.1.6. signature of only the first bidder would be required. First bidder would
be deemed to have signed on behalf of joint holders and would give requisite confirmation(s) to that effect. 38
6.2. Stock Exchanges shall provide for download of application forms on their
website/Broker terminals so that any investor or stock broker can download/print the form directly. 39
6.3. Application-Cum-Bidding-Forms shall be available for download and printing from
websites of the Stock Exchanges which provide electronic interface for ASBA facility. The ASBA forms so downloaded shall have a unique application number and can be used for making ASBA applications in public issues. 40
6.4. In order that Stock Exchanges fill up essential details of an issue, the Merchant
Banker to the issue shall ensure that the following details are provided to the Stock Exchanges at least two days before opening of the public issue: 41
6.4.1. Company Name
6.4.2. Type of issue
6.4.3. Issue opening date
6.4.4. Issue closing date
6.4.5. Price/ price band
6.4.6. Bid lot
6.4.7. Other relevant details
6.4.8. Soft copy of prospectus / abridged prospectus
6.5. The Stock Exchanges shall ensure the following: 42
6.5.1. The details furnished by the Merchant Banker to the issue are duly filled in the
ASBA form for a specific public issue, before making the same available on websites.
6.5.2. The ASBA form for a specific public issue is made available on the websites
of the Stock Exchanges at least one day before opening of the public issue.
6.5.3. A unique application number for an issue is generated for every ASBA form
downloaded and printed from the websites.
38 SEBI Circular no. CIR/CFD/DIL/4/2011 dated September 27, 2011 39 SEBI Circular no. CIR/CFD/14/2012 dated October 04, 2012 40 SEBI Circular no. CIR/CFD/DIL/7/2010 dated July 13, 2010 41 SEBI Circular no. CIR/CFD/DIL/7/2010 dated July 13, 2010 42 SEBI Circular no. CIR/CFD/DIL/7/2010 dated July 13, 2010
6.5.4. Investors have online access to soft copy of the prospectus / abridged
prospectus of the public issue.
6.5.5. For revisions of bids, investors can take print of a bid revision form.
6.6. Merchant Bankers and SCSBs shall provide a hyperlink to BSE or NSE websites for
this facility on their websites.
7. Role and Responsibilities of Intermediaries in ASBA Facility 43
7.1. The details of the role and responsibilities of Intermediaries such as SCSBs,
Registrars, Merchant Bankers and Stock Exchanges in the ASBA facility are given in Annexure XII, for due compliance by the respective intermediary.
8. Payment of Commission and Processing Fee
8.1. In Public Issues, Intermediaries are entitled for selling commission for ASBA forms
procured by them. SCSBs shall be entitled for per form processing fee for ASBA forms procured by Intermediaries and submitted with SCSBs. For ASBA forms procured directly by SCSBs, they would be entitled for selling commission only and no processing fee shall be paid to them. 44
8.2. Amount of commission payable to Intermediaries shall be determined on the basis of
application which have been considered eligible for the purpose of allotment. In order to determine to which Intermediary the commission is payable to, the terminal from which the bid has been uploaded will be taken into account. 45
8.3. The details of commission and processing fees payable to each intermediary and
the timelines for payment shall be disclosed in the offer document and this shall be implemented strictly. 46
8.4. Merchant Bankers shall ensure that an appropriate disclosure is made in the offer
document specifying the range of fee that SCSBs would be entitled to for processing such ASBA forms procured by Intermediaries and submitted to SCSBs. 47
8.5. Payment of Processing Fee to SCSBs 48: To claim the processing fee, SCSBs
shall make an application to the Merchant Bankers in the format prescribed in Annexure XIII with a copy to the Registrar to the Issue, subject to the following conditions:
8.5.1. The application shall be made no later than 30 days from the finalization of
basis of allotment by Registrar to the Issue.
43 SEBI Circular no. SEBI/CFD/DIL/ASBA/1/2009/30/12 dated December 30, 2009 44 SEBI Circular no. CIR/CFD/DIL/8/2010 dated October 12, 2010 45 SEBI Circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 46 SEBI Circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 47 SEBI Circular no. CIR/CFD/DIL/8/2010 dated October 12, 2010 48 SEBI Circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022;
8.5.2. The SCSBs shall make the application only after (i) unblocking of application
amounts for each application received by such SCSB has been fully completed; (ii) applicable compensation relating to investor complaints has been paid by such SCSB.
8.6. The SCSBs shall continue to be responsible to provide information requested by the
Merchant Bankers / Registrar to the Issue / Issuer and also remain liable to pay compensation for delays in unblocking of application amounts after the processing fee has been claimed by SCSBs.
9. Additional Payment Mechanism (i.e. ASBA, etc.) for Payment of Balance Money in
Calls for partly paid specified securities issued by the listed entity 49
9.1. Additional payment mechanism (i.e. ASBA, etc.) for making subscription and/or
payment of calls in respect of partly paid specified securities through SCSBs and intermediaries such as Trading Members / Brokers - having three in one type account and Registrar and Transfer agents (RTA) has been introduced.
9.2. Additional Channels for making subscription and/or paying call money
50
9.2.1. For the purpose of making payment of balance money for calls in respect of
partly paid specified securities, the additional channels are tabulated below:
Additional Channels for making subscription and/or paying call money Channel I Channel II Channel III Online ASBA: Through an online portal of the SCSB. The SCSBs shall send the application to RTA and block funds in shareholders account. Physical ASBA: Physically at the branch of a SCSB. The SCSBs shall send the application to RTA and block funds in shareholders account. Additional Online mode:
Using the facility of linked online trading, demat and bank account (3-in-1 type accounts), provided by some of the brokers.
9.3. Period of subscription: The payment period for payment of balance money in
calls shall be kept open for fifteen days.
9.4. Disclosures in the Letter of Offer: The intermediaries including the issuer
company and its RTA shall provide necessary guidance to the specified security holders in use of ASBA mechanism while making payment of calls.
49 SEBI Circular no. SEBI/HO/CFGD/DIL1/CIR/238/2020 dated December 08, 2020 50 SEBI Circular no. SEBI/HO/CFGD/DIL1/CIR/238/2020 dated December 08, 2020
Chapter 10: Use of Unified Payment Interface (UPI) in Public Issue 51
51 SEBI Circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 01, 2018 Category of Investor Channels for making application Channel I Channel II Channel III Channel IV Retail Individual Investor (RII) Investor may submit the Application-cum Bidding form with ASBA as the sole mechanism for making payment, physically at the branch of a SCSB, i.e. investor’s bank, or online, if such Investor may submit the Application-cum Bidding form online using the facility of linked online trading, demat and bank account (3-in-1 type accounts), Not applicable A RII would also have the option to submit Applicationcum Bidding form with any of the intermediary and use his/her UPI ID for the purpose of blocking of funds. Qualified Investor may submit Not applicable
52 SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 05, 2022 Institutional Buyer (QIB) facility is provided by the SCSB. For such applications, the existing process of uploading of bid and blocking of funds in investors account by the SCSB would continue. provided by some of the brokers. Application-cum Bidding form with any of the intermediary, along the details of his/her bank account for blocking of funds. For such applications, the intermediary would upload the bid in Stock Exchange bidding platform and forward the application form to a branch of SCSB for blocking of funds. Non Institutional Investor (NII) An individual NII would also have the option to submit Applicationcum Bidding form with any of the intermediary and use his/her UPI ID for the purpose of blocking of funds upto the limit for which blocking through UPI is permitted. 52 (Presently it 5 lakhs)
7.1. The details of investor viz. PAN, DP ID / Client ID, entered in the Stock Exchanges
platform at the time of bidding, shall be validated by the Stock Exchanges with the Depositories on real time basis.
7.2. Stock Exchanges and Depositories shall put in place necessary infrastructure for this
purpose.
8. Number of applications per bank account
8.1. In order to ensure parity across the various channels for submitted applications, an
investor making application using any of the aforesaid channel, shall use only his / her own bank account or only his/her own bank account linked UPI ID to make an application in public issues.
8.2. Applications made using third party bank account or using third party linked bank
account UPI ID are liable for rejection.
8.3. Sponsor Bank shall provide the investors UPI linked bank account details to RTA for
purpose of reconciliation.
8.4. RTA shall undertake technical rejection of all applications to reject applications made
using third party bank account.
9. Obligations of the Issuer
9.1. The issuer shall appoint one of the SCSBs as Sponsor Bank to act as a conduit
between the Stock Exchanges and NPCI in order to push the mandate collect requests and / or payment instructions of the retail investors into the UPI;
9.2. The Sponsor Bank appointed by the issuer may be the same as the bank with
whom the public issue account has been opened.
10. Other requirements
10.1. The intermediaries shall provide necessary guidance to their investors in use of
UPI while making applications in public issues.
10.2. The text of data fields required in the Application-cum-bidding-form relating to
UPI and an illustrative Application-cum-bidding-form is placed at Annexure XVI.
10.3. Merchant bankers shall ensure that appropriate disclosures with respect to UPI
are made in offer documents and advertisements in accordance abovementioned requirements. Format for the advertisement will be issued separately.
11. SCSBs on UPI 53
11.1. Applications through UPI in IPOs can be made only through the SCSBs/mobile
applications (apps) whose name appears on the SEBI website – www.sebi.gov.in at the following path:
53 SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019
Home » Intermediaries/Market Infrastructure Institutions » Recognised Intermediaries » Self Certified Syndicate Banks eligible as Issuer Banks for UPI
11.2. The details of SCSBs and mobile application, which are live for applying in public
issues using UPI mechanism is available on SEBI website www.sebi.gov.in.
11.3. An investor shall ensure that when applying in IPO using UPI, the name of his
Bank appears in the list of SCSBs displayed on the SEBI website which are live on UPI. Further, he/she shall also ensure that the name of the app and the UPI handle being used for making the application is also appearing in the aforesaid list.
11.4. An application made using incorrect UPI handle or using a bank account of an
SCSBs or bank which is not mentioned in the aforesaid list is liable to be rejected.
12. Retention of forms by Intermediaries
54
12.1. Intermediaries shall retain physical application forms submitted by retail individual
investors with UPI as a payment mechanism, for a period of six months and thereafter forward the same to the issuer/Registrar to Issue. However, in case of Electronic forms, “printouts” of such applications need not be retained or sent to the issuer. Intermediaries shall, at all times, maintain the electronic records relating to such forms for a minimum period of three years.
12.2. Frequently asked questions (FAQs) regarding use of UPI with ASBA in public issue
process can be accessed at the following path on the SEBI website – www.sebi.gov.in. Home » FAQs » Primary Market Issuances » Use of Unified Payments Interface (UPI) with ASBA in public issue process
13. Streamlining the process of IPOs with UPI in ASBA and redressal of Investor
grievances 55
13.1. The following issues with the UPI system based on the consultation with market
participants have been identified, which needs to be addressed:
13.1.1. Delay in receipt of mandate by investors for blocking of funds due to
systemic issues at Intermediaries/SCSBs.
13.1.2. Failure to unblock funds for cancelled/withdrawn/deleted cases in the Stock
Exchanges platform.
13.1.3. Failure to unblock the funds in cases of partial allotment by the next
working day from the finalization of basis of allotment (T+1).
54 SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019 55 SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021; SEBI Circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 02, 2021; SEBI Circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022
13.1.4. Failure to unblock the funds in cases of non-allotment by T+2.
13.1.5. SCSB blocking multiple amounts for the same UPI application.
13.1.6. SCSB blocking more amount in the investors account than the
application amount.
13.2. Therefore, need has been felt to put in place measures to have a uniform
policy and to further streamline the reconciliation process among intermediaries/SCSBs. Streamlining the IPO Process
13.3. In terms of Regulations 23(2), 23(4), 23(5), 271, Schedules I & II of the
ICDR Regulations 2018, the Lead Manager is the nodal entity for any issues arising out of a public issuance process and the timelines, processes and compensation policy defined in this circular shall form part of the agreement(s) that shall be signed among the intermediaries. Lead Managers shall ensure the adherence of timelines, processes and compensation policy by intermediaries.
13.4. In order to ensure timely response with regard to IPO process, SCSBs shall
identify the nodal officer for IPO applications processed through UPI as a payment mechanism and submit the details as per Annexure XVII to SEBI. For ease of reference, the details of nodal officers of SCSBs shall be hosted on the SEBI Website.
13.5. For ensuring timely information to investors, SCSBs/UPI Apps eligible for Public
Issues shall send SMS alerts to Investors for all ASBA applications and may also provide the Invoice in the Inbox as an additional feature to verify the UPI mandate details. The SMS/Invoice in the Inbox shall include the details as prescribed in Annexure XVIII.
13.6. For ease of doing business, Sponsor Banks shall host a web portal for
intermediaries (closed user group) from the date of IPO opening till the date of listing with details of statistics of mandate blocks/unblocks, performance of Apps and UPI Handles, down-time/network latency (if any) across intermediaries and any such processes having an impact/bearing on the IPO bidding process.
13.7. Web Portal for CUG: The Stock Exchanges and Lead Managers shall facilitate
providing the requisite data of Closed User Group (CUG) entities to Sponsor Bank for the development of web portal before opening of the Public Issue. 56
13.8. Re-initiation of UPI Bids 57: To avoid duplication, the facility of re-initiation
provided to Syndicate Members shall preferably be allowed only once per
56 SEBI Circular SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 02, 2021 57 SEBI Circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/2480/1/M dated March 16, 2021
bid/batch and as deemed fit by the concerned Stock Exchange, after bid closure time.
13.9. Cancelled/Withdrawn/Deleted applications 58: Registrars to an Issue (RTI) shall
submit the details of cancelled/withdrawn/deleted applications to SCSB’s on daily basis within 60 minutes of bid closure time from the Issue opening date till Issue closing date (T) by obtaining the same from Stock Exchanges. SCSB’s shall unblock such applications by the closing hours of the bank day and submit the confirmation to Lead Managers and RTA on daily basis, as per the format prescribed in Annexure XIX.
13.10. Unblocking of UPI Mandates 59: SEBI had endeavored that the unblock of
applications shall be completed on T+2 (T: Issue Closing Date). However, in view of the complaints received pertaining to delayed unblock, the following process shall be implemented by intermediaries.
13.10.1. Sponsor Banks shall execute the online mandate revoke file for NonAllottees/Partial Allottees on T+2. Subsequently, any pending applications
for unblock shall be submitted to RTA, not later than T+2.
13.10.2. Subsequently, RTI shall submit the bank-wise pending UPI applications for
unblock to SCSB’s along with the allotment file, not later than T+2. The allotment file shall include all applications pertaining to full-allotment / partial-allotment / non-allotment / cancelled / withdrawn / deleted applications etc.
13.10.3. SCSB’s shall ensure that the unblock for non-allotted/partial-allotted
applications is completed by the closing hours of bank day on T+2. SCSB’s shall submit the confirmation on the same, to Lead Managers and RTA, not later than T+2. Such report shall be submitted as per the format prescribed in Annexure XX 60 .
13.11. SCSBs failing to provide the details as per Annexure XX to Lead Managers/RTI,
not later than T+2 shall be liable to face appropriate action under Securities Laws. In order to provide an efficient redressal mechanism for complaints from investors pertaining to Block/Unblock of funds, to protect the interests of investors and to avoid any opportunity loss, the compensation structure as prescribed in Annexure XXI shall be applicable. SCSBs shall compensate all
58 SEBI Circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/2480/1/M dated March 16, 2021 59 SEBI Circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/2480/1/M dated March 16, 2021 60 SEBI Circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022
ASBA applications processed by the SCSBs, immediately on the date of receipt of complaint from the investor.
13.12. If there is any delay in resolving the grievance beyond the date of receipt of
complaint from investor, for each day delay, the compensation as prescribed in Annexure XXII shall be applicable in addition to the compensation as prescribed in Annexure XXI. A brief illustration of the same is provided below:
Scenario
Investor has applied in an IPO with an application amount of Rs.15,000/-. The Public Issue is closed on November 02, 2020. The Investor got no-allotment and hence, the effective date for unblocking of funds shall be November 04, 2020 (T+2). However, Investor has raised a complaint on pending unblock of funds with Lead Managers/SCSB on November 25, 2020. The SCSB unblocks the amount in investors account on November 30, 2020. Compensation by SCSBs (Annexure XXI) Compensation by Post Issue Lead Managers (Annexure XXII) Rs.100/- per day or 15% per annum of the application amount, whichever is higher. Rs.100/- per day or 15% per annum of the application amount, whichever is higher. Duration: November 05, 2020 to November 30, 2020 Duration: November 26, 2020 to November 30, 2020 Total Compensation = Compensation by SCSBs + Compensation by Post Issue Lead Managers
13.13. The compensation prescribed above shall be applicable to all ASBA applications
processed by the SCSBs. 61
13.14. Lead Managers shall ensure that the payment of Processing fee/Selling
commission to the intermediaries be released only after ascertaining that there are no pending complaints pertaining to block/unblock of UPI bids, receiving the confirmation on completion of Unblocks from Sponsor Banks/SCSBs and Annexure XX from RTI/SCSBs.
13.15. The provisions mentioned under para 13 of this circular shall become part of the
offer documents, DRHP and RHP. 62
61 SEBI Circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 62 SEBI Circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022
Chapter 11: Timeline for listing of shares in Public Issue 63
63 SEBI circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 09, 2023
64 SEBI Circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 01, 2018 65 SEBI Circular no. SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 08, 2019 66 SEBI Circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 01, 2018
Annexure I
Procedures on the Rights Issue process
A. Application Form a) The issuer shall dispatch a common application form to its shareholders as on the record date. Along with application form, the issuer shall also send the details of the rights entitlements of the shareholder separately. b) This application form can be used both by shareholder or renouncee. c) Registrar to the issue shall also upload the application forms on its website. d) Applicants can use application form available on the website of registrar to the issue or printed forms sourced from the issuer, merchant bankers or registrars to the issue. e) In terms of Regulation 78 of the ICDR Regulations 2018, investor also has option to make an application in writing on a plain paper. B. Credit of Rights Entitlements (“REs”) in dematerialized form a) The depositories shall put necessary procedures in place for issue and credit of REs in demat mode. b) The issuer making a rights issue of specified securities shall ensure that it has made necessary arrangements with depositories to issue and credit the REs in demat mode in the demat accounts of shareholders holding shares as on the record date. c) A separate ISIN shall be obtained by the issuer for credit of REs. d) Issuer shall specify the ISIN for REs while announcing the record date. e) Based on the rights entitlement ratio, the issuer shall credit REs in dematerialized mode through corporate action to shareholders holding shares as on record date. The ISIN of REs shall be kept frozen (for debit) in the depository system till the date of opening of the issue. f) Physical shareholders shall be required to provide their demat account details to Issuer / Registrar to the Issue for credit of REs not later than two working days prior to issue closing date, such that credit of REs in their demat account takes place at least one day before issue closing date. g) In case of fractional entitlements of REs, the fractional part shall be ignored by rounding down the entitlement. h) The issuer shall submit details of total REs credited to the stock exchanges immediately after completing the corporate action for the same and shall obtain requisite trading approval from the stock exchanges.
i) The details with respect to shareholder entitlement shall be made available on the website of the Registrar to the issue and the investors shall be able to check their respective entitlements on the website of the Registrar by keying their details, after adequate security controls to ensure that investors’ information is made available only to the particular investor. Issuer shall also carry these links on their website. j) If the demat account of a shareholder is frozen or demat account details are not available, including shares held in unclaimed suspense account or in the account of IEPF Authority, then REs shall be credited in a suspense escrow demat account of the Company and an intimation should be sent to such shareholder by the issuer /Registrar to the issue. k) The issuer shall intimate issue closing date to the depositories at least one day before the issue closing date, and the depositories shall suspend the ISIN of REs for transfers, from issue closing date. l) REs which are neither renounced nor subscribed by the shareholders, shall be lapsed after closure of the Rights Issue. m)Issuer Company shall ensure that REs which are lapsed are extinguished from the depository system once securities are allotted pursuant to Rights Issue. Once allotment is done, the ISIN for REs shall be permanently deactivated in the depository system by the depositories.
C. Renunciation process and trading of REs on stock exchange platform:
a) The stock exchanges shall put necessary procedures in place for trading of REs on stock exchange platform. b) REs credited to demat account can be renounced either by sale of REs using stock exchanges platform or off-market transfer and such trades will be settled by transferring dematerialized REs through depository mechanism in the same manner as done for all other types of securities. c) For sale of REs through stock exchange, investors can place order for sale of REs only to the extent of REs available in the demat account of the investor. Trading in REs on the secondary market platform of Stock exchanges will happen electronically on T+1 rolling settlement basis where T being the date of trading. The transactions will be settled on trade-for-trade basis. d) Issuer shall inform the dates of issue opening and closing to the stock exchanges and the depositories at the time of filing the letter of offer with the stock exchanges.
e) Trading in REs shall commence on the date of opening of the issue and shall be closed at least three working days prior to the closure of rights issue. D. Submission of Application form in Rights Issue a) All investors (including renouncee) shall submit application forms using ASBA facility through the Self Certified Syndicate Banks (SCSB) network during the issue period. b) Investor shall submit only one application form for REs available in a particular demat account. E. Allotment process in the rights issue a) Facility for correction of bid data as collated by the SCSB after issue closing shall be provided for period of one day i.e. on next working day after issue closing. b) Registrar shall obtain demographic details of all applicants from depositories. c) Registrar shall obtain details of holders of REs as on issue closing date, from the depositories. d) After reconciliation of valid ASBA applications, funds blocked and REs demat holding list, the registrar shall finalise allocation of securities offered through rights offering. e) Registrar shall credit the shares to the respective demat accounts of the applicants based on basis of allotment approved by the designated stock exchange and shall issue instructions to unblock bank accounts wherever necessary.
Annexure II
This is an abridged prospectus containing salient features of the Red Herring Prospectus (the “RHP”). You are encouraged to read greater details available in the RHP (Link to download RHP). THIS ABRIDGED PROSPECTUS CONSISTS ‘XY’ PAGES. PLEASE ENSURE THAT YOU HAVE RECEIVED ALL THE PAGES. NAME OF THE ISSUER COMPANY CIN: XXXXX , Date of Incorporation: XXX Registered Office Corporate Office Contact Person Email and Telephone Websi te Details of Offer to Public NAMES OF PROMOTER(S) OF THE COMPANY Type of Issue (Fresh/ OFS/ Fresh & OFS) Fresh Issue Size (by no. of shares or by amount in Rs) OFS Size (by no. of shares or by amount in Rs) Total Issue Size (by no. of shares or by amount in Rs) Issue Under 6(1)/ 6(2) Share Reservation QIB NII RII These equity shares are proposed to be listed on (to be specified) (designated stock exchange) and (to be specified). OFS: Offer for Sale Details of OFS by Promoter(s)/ Promoter Group/ Other Selling Shareholders (upto a maximum of 10 selling shareholders) Name Type No of Shares offered/ Amount in Rs WACA in Rs per Equity Name Type No of Shares offered/ Amount in Rs WACA in Rs per Equity P: Promoter; PG: Promoter Group; OSS: Other Selling shareholder; WACA: Weighted Average Cost of Acquisition shall be calculated on fully diluted basis Price Band, Minimum Bid Lot & Indicative Timelines Price Band* Rs Xx To Rs Xx Per Equity Share of Face Value of Rs X Minimum Bid Lot Size EXXachEquity Shares Bid/Offer Open On Bid/Closes Open On Finalisation of Basis of Allotment Initiation of Refunds Credit of Equity Shares to Demat accounts of Allottees Commencement of trading of Equity Shares *For details of price band and basis of offer price, please refer to price band advertisement and page xx of RHP.
Details of WACA of all shares transacted over the trailing eighteen months from the date of RHP Period Weighted Average Cost of Acquisition (in Rs.) Upper End of the Price Band is ‘X’ times the WACA Range of acquisition price Lowest Price- Highest Price (in Rs.) Trailing Eighteen Month from the date of RHP WACA: Weighted Average Cost of Acquisition shall be calculated on fully diluted basis for the trailing eighteen months from the date of RHP. RISKS IN RELATION TO THE FIRST OFFER The face value of the Equity Shares is x . The Floor Price, Cap Price and Offer Price determined by our Company and the Selling Shareholders, in consultation with the BRLM’s, on the basis of the assessment of market demand for the Equity Shares by way of the Book Building Process, as stated under “Basis for Offer Price” on page xx should not be considered to be indicative of the market price of the Equity Shares after listing. No assurance can be given regarding frequency of trading in the Equity Shares nor regarding the price at which the Equity Shares will be traded after listing.
GENERAL RISKS
Investment in equity & equity-related securities involve a degree of risk and investors should not invest any funds in this Issue unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in this Issue. For taking an investment decision, investors must rely on their own examination of the Issuer and this Issue, including the risks involved. The Equity Shares have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does, SEBI guarantee the accuracy or adequacy of the contents of the RHP. Specified attention of the investors is invited to the section titled “Risk Factors” at page XXX of the RHP and on page XX of this Abridged Prospectus. PROCEDURE You may obtain a physical copy of the Bid -cum-Application Form and the RHP from the stock exchange, syndicate members, registrar to the issue, share transfer agents, depository participant s, stock brokers, underwriters, bankers to the issue, investors’ associations or Self Certified Syndicate Banks. If you wish to know about processes and pr ocedures applicable to this issue, you may request for a copy of the RHP and/or the General Information Document (GID) from the BRLM’s or download it from the websites of the Stock Exchanges i.e. www.nseindia.com; www.bseindia.com; and the BRLMs (websites to be specified). PRICE INFORM ATION OF BRLM’s* Issue Name Name of Merchan t Banker +/- % change in closing price, (+/- % change in closing benchmark)
Details regarding website address(es)/ link(s) from which the investor can obtain list of registrar to issue and share transfer agents, depository participants and stock brokers who can accept application from investor (as applicable) PROMOTERS OF THE ISSUER COMPANY Sr. No. Name Individual/Corporate Experience & Educational Qualification Experience:
Educational Qualification:
Details of promoter/s should not exceed 500 words while explaining their experience and educational qualifications BUSINESS OVERVIEW AND STRATEGY Company Overview:
Product/Service Offering:
Revenue segmentation by product/service offering Geographies Served:
Revenue segmentation by geographies
Key Performance Indicators:
Client Profile or Industries Served:
Revenue segmentation in terms of top 5/10 clients or Industries:
Intellectual Property, if any:
Market Share:
Manufacturing plant, if any:
Employee Strength:
Note: (1) The quantitative statements shall be substantiated with Key Performance Indicators (KPIs) and other quantitative factors. (2) No qualitative statements shall be made which cannot be substantiated with KPIs. (3) Information provided in the table should not exceed 1000 words.
BOARD OF DIRECTORS
Sr.
No.
Name Designation (Independent /
Whole time / Executive /
Nominee)
Experience
&
Educational
Qualification
Other Directorships
1
Indian Companies:
Foreign Companies:
2
3
4
5
Details of means of finance
OBJECTS OF THE ISSUE
The find requirements for each of the objects of the Issue are stated as follows: (Rs. in crores) Sr. Objects of the Issue Total Amount Amount to Estimated Net Proceeds No. estimate cost deploye d till be financed from Net Proceeds Utilization Fiscal 20_ Fiscal 20_ 1 2 3 4 5 General corporate purposes Total Details and reasons for non-deployment or delay in deployment of proceeds or changes in utilization of issue proceeds of past public issues / rights issue, if any, of the Company in the preceding 10 years. Name of monitoring agency, if any Terms of Issuance of Convertible Security, if any Convertible securities being offered by the Company Face Value / Issue Price per Convertible Securities Issue Size Interest on Convertible Securities Conversion Period of Convertible Securities Conversion Price for Convertible Securities Conversion Date for Convertible Securities Details of Security created for CCD Shareholding Pattern:
Sr. No. Particulars Pre Issue number of shares % Holding of Pre issue
RESTATED CONSOLIDATED AUDITED FINANCIALS
Latest
Stub period
FY 3
(Last audited financial year prior to issue opening) FY 2 FY 1 Total income from operations (Net) Net Profit/(Loss) before tax and extraordinary items Net Profit / (Loss) after tax and extraordinary items Equity Share Capital Reserves and Surplus Net worth Basic earnings per share (Rs.) Diluted earnings per share (Rs.) Return on net worth (%) Net asset value per share (Rs.) Minimum 5 and maximum 10 risk factors to be specified) The below mentioned risks are top 5 or 10 risk factors as per the RHP. (500-word limit in total) A. Total number of outstanding litigations against the company and amount involved Name of Entity Criminal Proceedings Tax Proceedings Statutory or Regulatory Proceedings Disciplinary actions by the SEBI or Stock Exchanges against our Promoters Material Civil Litigations Aggregate amount involve d (Rs in crores) Company INTERNAL RISK FACTORS SUMMARY OF OUTSTANDING LITIGATIONS, CLAIMS AND REGULATORY ACTION
By the Company
Against the Company
Directors
By our Directors
Against the Directors
Promoters
By Promoters
Against Promoters
Subsidiaries
By Subsidiaries
Against Subsidiaries
B. Brief details of top 5 material outstanding litigations against the company and amount involved
C. Regulatory Action, if any - disciplinary action taken by SEBI or stock exchanges against the
Promoters in last 5 financial years including outstanding action, if any (200 – 300-word limit in total) D. Brief details of outstanding criminal proceedings against Promoters (200 - 300-word limit in total) DECLARATION BY THE COMPANY We hereby declare that all relevant provisions of the Companies Act, 1956, the Companies Act, 2013 and the guidelines/regulations issued by the Government of India or the guidelines/regulations issued by the Securities and Exchange Board of India , established under Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may he have been complied with and no statement made in the Red Herring Prospectus is contrary to the provisions of the Companies Act, 1956, the Companies Act, 2013, the Securities and Exchange Board of India Act, 1992 or rules made or guidelines or regulation issued there under, as the case may be. We further certify that all statements in the Red Herring Prospectus are true and correct. Sr. No. Particulars Litigation filed by Current status Amount involved ANY OTHER IMPORTANT INFORMATION AS PER BRLM / ISSUER COMPANY
Annexure III
Annexure IIIA
Guidelines for returning of draft offer document and its resubmission
d) Repetition of disclosures in different sections of the document which may increase the size of the document but does not improve the quality or efficacy of information, unless the context requires otherwise; and e) Inconsistency in the numbers/ data/ facts provided in different sections of the offer document or between the draft offer document and subsequent submission(s) made in response to clarifications sought.
iv. The risk factors are appropriately worded in simple, clear and unambiguous language
to bring out clearly the risk to the investor, without undermining the same.
1.2. The draft offer document requires:
i. Substantial revision or addenda on key disclosures, in accordance with the
clarifications / explanations sought on the draft offer document; or
ii. Corrective measures on account of regulatory interpretation.
1.3. The information required to be included in the draft offer document is not clearly
understandable without the necessity of referring to the general rules and regulations. Illustration: If an issue is filed under regulation 6(2) of the regulations, the draft offer document shall clearly specify the exact requirement under regulation 6(1) which has not been met by the issuer, instead of merely stating that the document is filed under regulation 6(2) of the Regulations.
1.4. Where any other regulatory authority/enforcement agency has expressed material
concern with regard to issue / draft offer document filed by the issuer. On return of the draft offer document, the issuer shall ensure to seek/undertake remedial measures with the relevant regulator prior to resubmission of the document.
1.5. Where there are any pending litigation matters in any court or tribunal having an impact
on the issue with regard to eligibility criteria provided under ICDR Regulations for the issue / draft offer document filed by the issuer. For purpose of eligibility criteria as mentioned in above para, Regulation 5, Regulation 61, Regulation 102, Regulation 213 and Regulation 228 of ICDR Regulation may be referred.
2. Resubmission of Draft Offer Document:
2.1. While there shall be no requirement for payment of any fees on account of resubmission
of draft offer document, the requirement for paying applicable fees for the changes, if any, in terms of changes specified in Schedule XVI of the ICDR Regulations for the updated offer document shall continue to apply as is applicable to issuer for updation in offer document.
2.2. There shall be no refund of the filing fees on account of non-submission of draft offer
document by the issuer after return.
2.3. The issuer, within two days of resubmission of draft offer document with the Board, shall
make a public announcement in the mode and manner as specified under ICDR Regulations, as applicable, and the issuer shall also include a disclosure that it is a resubmitted document.
2.4. Issuer shall make written intimation to its sectoral regulator, if any, informing about the
return and resubmission of the draft offer document, as applicable. The Issuer and the Lead Manager(s) shall ensure that the draft offer document is resubmitted only after addressing insufficiency for which the draft offer document was returned and such draft offer document is in compliance with provisions of ICDR Regulations and other applicable laws.
Annexure IV
Reference chart for calculation of minimum compensation in case of nonallotment of specified securities to applicants (Retail Individual Investors) in an IPO Example - Security A Issue Price: 300 Listing Price: 325 Minimum Bid lot: 20 shares Total No. of Applications received from RII No. of Equity Shares applied in all valid applications valid applications Shares Reserved for RIIs No. of times Subscribed (A) (B) (C) (D)=B/C 2,00,000 3,28,00,000 35,00,000 9.37 In this case maximum possible allottees is 35,00,000/20 = 1,75,000 The basis of allotment is determined by Lead Managers in consultation with the Stock Exchanges as under:
No. of
Lots
No. of
Shares at each lot
No. of retail
Investors applying at each lot
Total No. of
Shares applied for at each lot
No. of investors who shall receive minimum bid-lot (to be selected on lottery) Allotment Ratio Determined No. of shares allotted per allottee (minimum lot size) A B C D=(B*C) E F = E:C G 1 20 10,000 200,000 8750= (175000/200 000)*10000 7:8 20 2 40 10,000 400,000 8,750 7:8 20 3 60 10,000 600,000 8,750 7:8 20 4 80 10,000 800,000 8,750 7:8 20 5 100 20,000 2,000,000 17,500 7:8 20 6 120 20,000 2,400,000 17,500 7:8 20 7 140 15,000 2,100,000 13,125 7:8 20 8 160 20,000 3,200,000 17,500 7:8 20 9 180 10,000 1,800,000 8,750 7:8 20 10 200 15,000 3,000,000 13,125 7:8 20 11 220 10,000 2,200,000 8,750 7:8 20 12 240 10,000 2,400,000 8,750 7:8 20 13 260 10,000 2,600,000 8,750 7:8 20 14 280 5,000 1,400,000 4,375 7:8 20 15 300 15,000 4,500,000 13,125 7:8 20 16 320 10,000 3,200,000 8,750 7:8 20 Total 200,000 32,800,000 175,000 In this case if the number of shares applied by an applicant whose bid was unsuccessful due to failure/error on part of SCSB is 20 shares or multiples thereof, then the minimum compensation is calculated as under:
Compensation = (Rs.325-Rs.300) 20(7/8) = Rs.437.50
Annexure V
For recognition as an Innovators Growth Platform Investor for the purpose of Innovators Growth Platform, the investor having a demat account with a Depository shall submit the following documents with the Stock Exchanges/Depositories or Brokers/Depository Participants:
I. In case of Individual / HUF
i) Copy of PAN Card. ii) Copy of Aadhaar Card or Copy of Valid Passport. iii) Income tax return of last 3 financial years iv) Certificate from practicing chartered accountant stating total gross income (annually) and liquid net worth as on date of application. Working of Liquid Net worth shall be given as an Annexure to the certificate. The same shall be calculated as follows:
Capital + Free Reserve
Less: non allowable assets
(a) Fixed assets
(b) Pledged Securities
(c) Non-allowable securities (unlisted securities) (d) Doubtful debts and advances* (e) Prepaid expenses, losses (f) Intangible assets (g) 30% value of marketable securities
vi) Declaration from investor which will state that:
9.1. he/she/it, is not a willful defaulter as defined under Regulation 2(1)(III) of the ICDR
Regulations.
9.2. he/she/it, is not a fugitive economic offender as defined under Regulation 2(1)(p) of
ICDR Regulations.
9.3. he/she/it, is not in violation of Regulation 34 of SEBI (Delisting of Equity Shares)
Regulation, 2021.
9.4. he/she/it, is not in violation of the restrictions imposed by SEBI under SEBI circular no.
SEBI/HO/ MRD/DSA/CIR/P/2017/92 dated August 01, 2017.
9.5. he/she/it, is in compliance with RBI regulations, if applicable.
9.6. that the investment in the Companies are in compliance with RBI norms, if applicable.
9.7. that the submissions made to the Exchange/Depository are true and correct and if
found incorrect, the Exchange/Depository reserves the right to reject the application and take necessary action.
9.8. that in case of ineligibility due to change in the financial status of the Innovators
Growth Platform Investors, he/she/it shall inform the Stock Exchange/Depository of such ineligibility.
II. In case of body corporate (including LLP)
i) Certificate of Incorporation. ii) If the body corporate is registered with any regulatory body such as RBI, IRDA, etc., then certificate of such valid registration from such regulatory body. iii) Copy of PAN card of body corporate. iv) Copies of Financial Statements of last three financial years. v) Copies of Income tax return of last three financial years. vi) Certificate from statutory auditor of the body corporate stating net worth as on date of application. Working of net worth shall be given as Annexure to the certificate. vii) Certified copy of Board Resolution to make application for Innovators Growth Platform Investor as per IGP norms. viii) Declaration from Managing Director/Designated Partner/authorized person that:
a) the body corporate or its promoters/partners or directors are not wilful defaulter as defined under Regulation 2(1)(lll) of ICDR Regulations, 2018. b) the promoters/partners or directors of the body corporate are not a fugitive economic offender as defined under Regulation 2(1)(p) of ICDR Regulations, 2018. c) the body corporate or its promoters/partners or whole-time directors should not be in violation of the provisions of Regulation 34 of the SEBI Delisting Regulations, 2021.
d) the body corporate or its promoters/partners, its directors should not be in violation of the restrictions imposed by SEBI under SEBI circular no. SEBI/HO/ MRD/DSA/CIR/P/2017/92 dated August 01,2017. e) the body corporate is in compliance with RBI Regulations, if applicable. f) that the investment made in the Companies are within the limit prescribed by the RBI and if investments exceed the prescribed limit, then approval of RBI for the same has been obtained, in case the same is applicable. g) that the submissions made to the Exchange/Depository are true and correct and if found incorrect, the Exchange/Depository reserves the right to reject the application and take necessary action. h) that in case of ineligibility due to change in the financial status of the Innovators Growth Platform Investor, it shall inform the Stock Exchange/Depository of such ineligibility
Annexure VI
Table I: ISD for public issue of specified securities
Sr.
No.
Particular Field Description Source for information Timeline for submission In Principle Approval Stage 1 ISIN ISIN Issuer along with the Lead Managers Data from 1 to 23 shall be submitted by Lead Manager before grant of in principle approval by the Exchange(s) 2 Corporate Identity Number (CIN) of the Listed Entity CIN 3 Permanent Account Number (PAN) PAN 4 Name of the Issuer Name of Issuer 5 Promoter(s) Name of Promoter/s 6 Name of Company Secretary and Compliance Officer Name 7 Email Id of Compliance Officer EMAIL ID 8 Website URL 9 Registered office Address Address 10 Registered office Region Select 11 Corporate Office Address Address 12 Corporate Office Region Select 13 Platform Main Board/SME/SME Start-up 14 Mode of issue Book Building/Fixed Price 15 Eligibility of the Issue SEBI ICDR Regulations 2018 (6(1),6(2),etc.) 16 Tentative No. of shares Number of Shares 17 Estimated Total Issue Amount (Rs. In crores) Amount 18 Face Value (Rs.) Face Value Per Share 19 Industry Select
Sr.
No.
Particular Field Description Source for information Timeline for submission 20 Name of LM / BRLM Name of LM / BRLM Issuer along with the Lead Managers 21 Name of RTA Name of RTA 22 Name of the Market Maker Name 23 Listing Sought at Options: Only BSE / Only NSE / Only MSEI / BSE & NSE / BSE & MSEI / NSE & MSEI / BSE, NSE & MSEI Listing Stage 24 ISIN ISIN Issuer along with Lead Managers Data from 24 to 50 shall be submitted by Lead Manager before grant of Listing approval by the Exchange(s) 25 Corporate Identity Number (CIN) of the Listed Entity CIN 26 Permanent Account Number (PAN) PAN 27 Designate Stock Exchange Name of the Exchange 28 Issue Open Date Date 29 Issue Close Date Date 30 Price Band In Rs. 31 Discount (Rs.) In Rs. 32 Composition of Issue Fresh / OFS / Fresh & OFS 33 Fresh Issue shares No. of shares 34 Offer for sale No. of shares 35 Total Issue of shares No. of shares 36 Allocation to Anchor No. of shares 37 Allocation to QIB No. of shares 38 Allocation to RII No. of shares 39 Allocation to NII No. of shares 40 Allocation to Reservation Portion No. of shares 41 Market Maker Reservation portion No. of shares 42 Allocation to Any other No. of shares Issuer along with Lead 43 Minimum Application Lot Size No. of shares Managers
Sr.
No.
Particular Field Description Source for information Timeline for submission 44 Final Issue Price per share (Rs.) In Rs. 45 Issue Size (Rs.in Crores) Rs. in Crores 46 Issue subscription (no. of times) Number 47 Post Issue No. of shares No. of shares 48 Scrip ID Character 49 Scrip Code Number 50 Listing Date Date
Table II: ISD for preferential issue of specified securities
Sr.
No.
Particular Field Description Source for information Timeline for submission In Principle approval stage 1 Name of the listed entity Name of the listed entity Issuer Data from 1 to 18 shall be submitted by the issuer before grant of in principle approval by the Exchange(s) 2 ISIN ISIN 3 Corporate Identity Number (CIN) of the Listed Entity CIN 4 Permanent Account Number (PAN) PAN 5 BSE Scrip code 6 NSE Symbol 7 MSEI Symbol 8 Board resolution approving the issue of specified securities Date 9 Copy of notice sent to shareholders Notice Copy 10 Object of the Issue As per Notice/offer document 11 Category of Allottee Option - Promoter/Non Promoter/ Promoter and Non-promoters 12 Security Type (no. of securities) Option - Equity/Options/Warrant/Convertible/NCD + warrants/Convertible other than warrants – (No. of securities) 13 Security Type (amount to be raised) Option - Equity/Warrant/Convertible/NCD + warrants/Convertible other than warrants – (Amount) 14 Consideration Option - Cash/conversion of Loan/Acquisition of Assets/other 15 Relevant Date Option - date/future relevant date i.e. at the time of conversion 16 Minimum Issue Price In Rs. Issuer
Sr.
No.
Particular Field Description Source for information Timeline for submission 17 Terms of Payment % of payment on application (100/25/other specify) 18 Name of Allottees List Listing Stage 19 Name of the listed entity Name of the listed entity Issuer Data from 19 to 31 shall be submitted by the issuer before grant of trading approval by the Exchange(s) 20 ISIN ISIN 21 Corporate Identity Number (CIN) of the Listed Entity CIN 22 Permanent Account Number (PAN) PAN 23 BSE Scrip code 24 NSE Symbol 25 MSEI Symbol 26 Date of Allotment of shares Date 27 Offer Price per security In Rs. 28 Total number of shares allotted No. of shares 29 Amount Raised Rs. in Lakhs 30 Lock-in of Shares option - No. of equity shares locked-in for 6 / 12 / 18 / 36 Months 31 Number of equity shares Listed No. of shares 32 Date of Listing Date Exchange 33 Date of Trading Approval Date
Table III: ISD for qualified institutions placement
Sr.
No.
Particular Field Description Source for information Timeline for submission In Principle approval stage 1 Name of the listed entity Name of the listed entity Issuer along with Lead Manager Data from 1 to 14 shall be submitted by the Lead Manager before grant of in principle approval by the Exchange(s) 2 ISIN ISIN 3 Corporate Identity Number (CIN) of the Listed Entity CIN 4 Permanent Account Number (PAN) PAN 5 BSE Scrip code* 6 NSE Symbol 7 MSEI Symbol 8 Board resolution approving the issue of specified securities Date 9 Object of the Issue (As per Notice/offer document) 10 Date of Shareholders approval for placement with QIBs Date 11 Issue Size Applied for (No of Shares/Rs. in crores) No of shares/Rs. in crores 12 Provision for discount % 13 Listed at Name of the Stock Exchange(s) 14 Name of the Merchant Banker(s) Name Listing Stage 15 Name of the listed entity Name of the listed entity Issuer along with Lead Manager Data from 15 to 32 shall be submitted by the Lead Manager before grant of trading 16 ISIN ISIN 17 Corporate Identity Number (CIN) of the Listed Entity CIN 18 Permanent Account Number (PAN) PAN 19 BSE Scrip code 20 NSE Symbol Issuer along with
Sr.
No.
Particular Field Description Source for information Timeline for submission 21 MSEI Symbol Lead Manager approval by the Exchange(s) 22 Relevant Date Date 23 Minimum Issue price (Per security) in Rs. 24 Bid Opening date Date 25 Bid Closing date Date 26 Date of allotment of shares in Rs. 27 Discount per shares availed in Rs. 28 Issue Price (per share) in Rs. 29 No. of Shares Allotted No. of shares 30 Final Issue Size (Rs. in crores) in Rs. 31 Category of Allotees Character 32 No. of Allottees Number 33 Date of Listing Date Exchange 34 Date of Trading Approval Date
Table IV: ISD for rights issue of specified securities
Sr.
No.
Particular Field Description Source for information Timeline for submission In Principle approval stage 1 Name of the Company Name Issuer in consultation with Lead Manager (if appointed) Data from 1 to 14 shall be submitted by the Lead Manager or the issuer (in case Lead Manager is not required to be appointed) before grant of in principle approval by the Exchange(s) 2 ISIN ISIN 3 Corporate Identity Number (CIN) of the Listed Entity CIN 4 Permanent Account Number (PAN) PAN 5 BSE Scrip code 6 NSE Symbol 7 MSEI Symbol 8 Board resolution approving the issue of specified securities Date 9 Object of the Issue As per Notice/offer document 10 Security Type (no. of securities) Option - Equity/Warrant/Convertible/NCD + warrants/Convertible other than warrants – (No. of securities) 11 Security Type (amount to be raised) Option - Equity/Warrant/Convertible/NCD + warrants/Convertible other than warrants – (Amount) 12 Consideration Option - Cash/conversion of Loan/Acquisition of Assets/other 13 Terms of Payment % of payment on application (100/25/other specify) 14 Name of Merchant Banker, if any Name Listing Stage
Sr.
No.
Particular Field Description Source for information Timeline for submission 15 Name of the Company Name Issuer in consultation with Lead Manager (if appointed) Data from 15 to 33 shall be submitted by the Lead Manager or the issuer (in case Lead Manager is not required to be appointed) before grant of trading approval by the Exchange(s) 16 ISIN ISIN 17 Corporate Identity Number (CIN) of the Listed Entity CIN 18 Permanent Account Number (PAN) PAN 19 BSE Scrip code 20 NSE Symbol 21 MSEI Symbol 22 Record Date Date 23 Rights Ratio x:y 24 Offer price (per share) In Rs. 25 Issue opening date Date 26 Issue closing date Date 27 Right entitlement opening date Date 28 Right entitlement closing date Date 29 Date of Allotment of shares Date 30 Number of shares allotted No. of shares 31 Number of shares kept in abeyance No. of shares 32 Amount Raised Rs. in Lakhs 33 Number of shares Listed in the issue No. of shares 34 Date of Listing Date Exchange 35 Date of Trading Approval Date
Table V: ISD for issue of American Depository Receipts (ADRs) / Global Depository Receipts (GDRs)
Sr.
No.
Particular Field Description Source for information Timeline for submission In Principle approval stage 1 Name of the listed entity Name Issuer Data from 1 to 12 shall be submitted by the issuer before grant of in principle approval by the Exchange(s) 2 ISIN ISIN 3 Corporate Identity Number (CIN) of the Listed Entity CIN 4 Permanent Account Number (PAN) PAN 5 BSE Scrip code 6 NSE Symbol 7 MSEI Symbol 8 Board resolution approving the issue of specified securities Date 9 Copy of notice sent to shareholders Notice Copy 10 Object of the Issue As per Notice/offer document 11 Security Type (amount to be raised Rs. In Lakhs) Option -ADR/GDR – (Amount) 12 ADR/GDR listing Exchange Name of the Exchange Listing Stage 13 Name of the listed entity Name Issuer Data from 13 to 26 shall be submitted by the issuer before grant of trading approval by the Exchange(s) 14 ISIN ISIN 15 Corporate Identity Number (CIN) of the Listed Entity CIN 16 Permanent Account Number (PAN) PAN 17 BSE Scrip code 18 NSE Symbol 19 MSEI Symbol 20 Relevant Date Date 21 Name of Allottees List
Sr.
No.
Particular Field Description Source for information Timeline for submission 22 Offer Price (Per Share) In Rs Issuer 23 Date of Allotment of shares Date 24 Number of shares allotted No. of shares 25 Amount Raised Rs. in Lakhs 26 Number of Equity shares Listed No. of shares 27 Date of Listing Date Exchange 28 Date of Trading Approval Date
Table VI: ISD for issue of Foreign Currency Convertible Bonds (FCCBs)
Sr.
No.
Particular Field Description Source for information Timeline for submission In Principle approval stage 1 Name of the listed entity Name Issuer Data from 1 to 13 shall be submitted by the issuer before grant of in principle approval by the Exchange(s) 2 ISIN ISIN 3 Corporate Identity Number (CIN) of the Listed Entity CIN 4 Permanent Account Number (PAN) PAN 5 BSE Scrip code 6 NSE Symbol 7 MSEI Symbol 8 Board resolution approving the issue of specified securities Date 9 Copy of notice sent to shareholders Notice Copy 10 Object of the Issue As per Notice/offer document 11 Security Type (no. of security) No. of Bonds of face value (in Rs.) 12 Security Type (amount to be raised) Rs. in Lakhs/Foreign currency 13 Consideration Option - Cash/Restructuring of FCCB/other Listing Stage 14 Name of the listed entity Name Issuer Data from 14 to 28 shall be submitted by the issuer before grant of trading approval by the 15 ISIN ISIN 16 Corporate Identity Number (CIN) of the Listed Entity CIN 17 Permanent Account Number (PAN) PAN 18 BSE Scrip code 19 NSE Symbol 20 MSEI Symbol Issuer
Sr.
No.
Particular Field Description Source for information Timeline for submission 21 Relevant Date Date Exchange(s) 22 Offer price per share In Rs. 23 Name of Allottees List 24 Conversion Price of Currency In Rs. 25 Date of Allotment of shares Date 26 Number of shares allotted No. of shares 27 Amount Raised Rs. in Lakhs 28 Number of shares Listed No. of shares 29 Date of Listing Date Exchange 30 Date of Trading Approval Date
Table VII: ISD for Buy-back of equity shares through tender offer
Sr.
No.
Particular Field Description Source for information Remarks Pre Issue stage 1 Company Name of Company Listed Entity ISD data from point 1 to 39 shall submitted by the Listed Entity before issuance of Buyback opening notice by the Exchange(s) 2 ISIN ISIN 3 BSE Scrip Code 4 NSE Symbol 5 MSEI Symbol 6 Issue Type Buyback 7 Method of Buyback Tender Offer 8 Board Meeting Date Date 9 Date of declaration of results of the postal ballot, if applicable Date 10 Date of Public Announcement Date 11 Record Date Date 12 Buyback Opening Date Date 13 Buyback Closing Date Date 14 Buyback Offer No. of Shares 15 Buyback Price Amount in Rupees 16 Aggregate consideration not exceeding Amount in Rupees 17 Equity Shares Reserved for Small Shareholders No. of Shares 18 Equity Shares under General Category No. of Shares 19 Participation by Promoter(s) Yes/ No 20 Promoter(s) Declared Its intention to tender shares up to No. of Shares 21 Details of the escrow account Bank Name Listed Entity
Sr.
No.
Particular Field Description Source for information Remarks 22 Promoter(s) holding Pre Buyback No. of Shares & Percentage 23 Promoter(s) tentative holding Post Buyback No. of Shares & Percentage 24 Stock Exchanges Name of the Exchange(s) where company is listed 25 Designated Stock Exchange Name of the Exchange 26 Company’s Broker/ Buyer Broker Name and Code of the Broker 27 Manager(s) to the Buyback Investment Banker 28 Last date for the receipt of completed Tender Forms and other specified documents including physical share certificates (as applicable) by the Registrar Date 29 Last date for providing Acceptance/non-Acceptance to the Stock Exchanges by the Registrar to the Buyback Date 30 Last date for settlement of bids on the Stock Exchanges Date 31 Last date for return of unaccepted Equity Shares by Stock Exchanges to Eligible Shareholders/Stock Brokers Date 32 Last date for payment of consideration to Eligible Shareholders who participated in the Buyback Date 33 Last date for extinguishment of Buyback Equity Shares Date 34 Postal Ballot Notice PDF Document 35 Letter of Offer PDF Document 36 Public Announcement PDF Document 37 Registrar to Offer Name of the Registrar 38 Registrar to Offer Contact Details 39 Name of Company Secretary Name and contact details like Mail id of the Company Secretary Listed Entity Post Issue stage
Sr.
No.
Particular Field Description Source for information Remarks 40 Company Name of Company Listed Entity ISD data from 40 to 52 shall be submitted by the Listed Entity before / along with submission of Post Buy back Public Advertisement to Exchange(s) 41 ISIN ISIN 42 BSE Scrip Code 43 NSE Symbol 44 MSEI Symbol 45 Date of post buyback public announcement Date 46 Post buyback public announcement Attachment 47 Issued, Subscribed and Paid-up Capital Post-Buyback No. of Shares 48 Issued, Subscribed and Paid-up Capital Pre-Buyback No. of Shares 49 Total number of Equity Shares bought back pursuant to the Buyback No. of Shares 50 Total amount utilized in the Buyback Amount in Rupees in Crores 51 Promoter(s) holding Post Buyback No. of Shares 52 Promoter(s) holding Post Buyback Percentage
Table VIII: ISD for Buy-back of equity shares from the open market
Sr. No. Particular Field Description Source for information Remarks Pre Issue stage 1 Company Name of Company Listed Entity ISD data from 1 to 16 shall be submitted by the Listed Entity before / along with Issue opening application with the Exchange(s) 2 Scrip Code Scrip Code 3 ISIN No. ISIN No 4 Issue Type Buyback 5 Method of Buyback Open Market 6 Board Meeting Date Date 7 Shareholders Resolution Date, if applicable Date 8 Date of Public Announcement Date 9 Buyback Opening Date Date 10 Buyback Closing Date Date 11 Maximum Buyback Price (Rs,) Amount in Rupees 12 Maximum No of shares to be bought back No. of Shares 13 Company’s Broker/ Buyer Broker Name 14 Manager to Buyback Offer Investment Banker 15 Listed capital (No of shares) No. of Shares 16 Promoter(s) holding Pre Buyback No. of Shares & Percentage Post Issue stage 17 Total No of shares bought back No. of Shares Listed Entity ISD data from 17 to 22 shall be submitted by the Listed Entity before / along with Issue closure application with the 18 Date of Closure of Buyback Date 19 Post Buyback Capital No. of Shares 20 Post Buy Back Public Announcement Date 21 Post Buy Back Public Announcement PDF Attachment Listed Entity
Sr. No. Particular Field Description Source for information Remarks Exchange(s) 22 Promoter(s) holding Post Buyback No. of Shares & Percentage
Table IX: ISD for open offer under SEBI SAST Regulations
Sr.
No.
Particular Field Description Source for information Remarks Pre tendering stage 1 Name of the Target Company Name Acquirer / Manager to the Open Offer ISD data from point 1 to 21 shall submitted by the Manager to the Open Offer before issuance of Open offer notice by the Exchange(s) 2 ISIN of the Target Company ISIN 3 Exchanges where Target Company listed Name 4 Name of the Acquirer(s) Name 5 Name of the Person(s) Acting in Concert with Acquirer(s) Name 6 Type of Offer Type of offer under SEBI SAST Regulations: Substantial acquisition (Reg. 3(1))/ Consolidation of holdings (Reg. 3(2)) / Acquisition of control (Reg.
4) / Indirect acquisition (Reg. 5) /
Delisting offer (Reg. 5A) /
Voluntary offer (Reg. 6) /
Conditional offer (Reg. 19) /
Competing offer (Reg. 20)
7 Number of fully paid up shares to be acquired number & % of paid-up capital 8 Number of partly paid up shares to be acquired number & % of partly paid-up capital 9 Offer price per fully paid up share Rs. 10 Offer price per partly paid up share Rs. 11 Offer size Rs. Million Acquirer / Manager to the Open Offer
Sr.
No.
Particular Field Description Source for information Remarks 12 Tendering start date date 13 Tendering closing date date 14 Manager(s) to the Offer Name & contact detail 15 Registrar to offer appointed by Acquirer Name & contact detail 16 Stock Broker appointed by acquirer, if applicable Name & contact detail 17 Name of Company Secretary of Target Company Name and contact details like Mail id of the Company Secretary 18 Designated Stock Exchange Name of the Exchange 19 Public Announcement PDF document 20 Detailed Public Statement PDF document 21 Letter of Offer PDF document Post tendering stage 22 Number of fully paid up shares acquired in offer number Acquirer / Manager to the Open Offer ISD data from 22 to 32 shall be submitted by the Manager to the Open Offer 23 Number of partly paid up shares acquired in offer number 24 Number of fully paid-up shares acquired as % of paid-up capital number & % of paid-up capital Acquirer / Manager to the Open Offer
Sr.
No.
Particular Field Description Source for information Remarks 25 Number of partly paid-up shares acquired as % of partly paid-up capital number & % of partly paid-up capital before / along with submission of Post Offer Announcement to Exchange(s) 26 Offer price paid for fully per paid up share Rs. 27 Offer price paid for per partly paid up share Rs. 28 Date of payment/settlement date 29 Consideration paid in open offer (in Rs.) Rs. in Million 30 Detail of interest paid due to delay in payment amount 31 Post offer shareholding of Acquirer and PAC Number of shares & % 32 Post Offer Announcement PDF document
Table X: ISD for voluntary delisting of equity shares where exit opportunity is required
Sr.
No.
Particular Field Description Source for information Remarks Pre tendering stage 1 Company Name of Company Manager to the Offer Data from 1 to 45 shall be submitted by the Manager to the Offer before grant of in principle approval by the Exchange(s) 2 ISIN ISIN 3 Scrip ID Character 4 Scrip Code Number 5 Registered Office of the Company Address 6 Corporate Office of the Company Address 7 Names & addresses of promoters Name & Address 8 Shareholding of promoter & promoter group Number of shares & % 9 Name of Company Secretary and Compliance Officer Name of CS 10 Email Id of Compliance Officer EMAIL ID 11 Website address URL 12 Exchanges where listed Name 13 Platform Small company/ other than Small Company 14 Delisting Type Voluntary Delisting / Delisting Offer under Regulation 5A of SEBI SAST Regulations 15 Name of Registrar to Offer Name 16 Email Id of Registrar to Offer EMAIL ID 17 Helpline number of Registrar to Offer Number 18 Manager(s) to the Offer Name 19 Email Id of Manager to Offer EMAIL ID 20 Helpline number of Manager to Offer EMAIL ID 21 Name of the Acquirer(s) Name Manager to the Offer
Sr.
No.
Particular Field Description Source for information Remarks 22 Shareholding of Acquirer(s) Number of shares & % 23 Name of the Person(s) Acting in Concert Name 24 Shareholding of the Person(s) Acting in Concert Number of shares & % 25 Delisting from BSE/ NSE 26 Initial public announcement PDF Document 27 Date of approval of Board of Directors of Target Company in respect of the proposal of the acquirer to delist the equity shares Date 28 "Reference date" for determination of floor price Date 29 Floor Price Rs. Per Equity Share 30 Indicative Price if any Rs. Per Equity Share 31 Revised Indicative price if any Rs. Per Equity Share 32 Date of revised Indicative price if any Date 33 Date of approval of shareholders through special resolution Date 34 Date of In-principle approval granted by the Stock Exchanges Date 35 Detailed public announcement PDF Document 36 'specified date’ for determining the names of the shareholders to whom the letter of offer shall be sent Date 37 Designated Stock Exchange Name 38 Letter of Offer PDF document 39 News Paper publication w.r.t Recommendations of the Committee of independent directors PDF document 40 Tendering start date Date 41 Last date for upward revision or withdrawal of bids Date 42 Tendering closing date Date 43 Last date for announcement of counter offer Date Manager to the Offer
Sr.
No.
Particular Field Description Source for information Remarks 44 Last date for Public Announcement regarding success or failure of the Delisting Offer Date 45 Proposed date for payment of consideration to public shareholders who validly tendered in the delisting offer Date Post tendering stage 46 Discovered price Rs. Per Equity Share Manager to the Offer Data from 46 to 58 shall be submitted by the Manager to the Offer before grant of Final Delisting approval by the Exchange(s) 47 Exit Price, if higher than the discovered price (Pursuant to Regulation 20(6) of SEBI Delisting Regulations) Rs. Per Equity Share 48 Date of counter offer (if applicable) Date 49 Counter offer price (if applicable) Rs. Per Equity Share 50 Book value per equity share if counter offer is provided (as per Regulation 22(5) of the SEBI Delisting Regulations) Rs. Per Equity Share 51 Date of payment/ settlement Date 52 Consideration paid in voluntary delisting (in Rs.) Rs. in Million 53 Detail of interest paid due to delay in payment Amount 54 Post offer shareholding of Acquirer / PAC Number of shares & % 55 Post offer shareholding of Public Number of shares & % 56 Date of issuance of final notice for voluntary delisting by the Stock Exchange Date 57 Last date for remaining shareholders to tender equity shares Date 58 Effective date of delisting (as mentioned in Exchange's final notice) Date
Annexure VII
CERTIFICATION BY SELF CERTIFIED SYNDICATE BANKS (SCSBs) FOR IMPLEMENTATION OF ASBA Note: All banks which are desirous of acting as SCSBs for ASBA facility are required to submit to SEBI a certificate as per the format provided hereunder. Upon receipt of this certificate, the bank’s name shall be included by SEBI in the list of eligible SCSBs who can accept application from investors. Format of certificate to be submitted by SCSBs (i) “We, [Name of the Bank], hold a valid certificate of registration as a Banker to an Issue under the SEBI (Bankers to an Issue) Regulations, 1994. Our SEBI registration number is valid up to _______. (ii) We have an arrangement with at least one of the stock exchange(s) that provide the electronic bidding system, through a web-enabled interface, for uploading details of ASBA (hereinafter referred to as “the Stock Exchange(s)”). (iii) We hereby confirm that we have completed the UPI 2.0 certification process with National Payments Corporation of India (NPCI) as an Issuer/Issuer & Acquirer/Acquirer. We have also received a sign off from NPCI on same for go live and are interested to become an SCSB. The certification done and sign off received from NPCI consists of the cases inclusive ASBA use case. (iv) We have undertaken the mock trial run of our systems for ASBA, with the Stock Exchange(s) and Registrar(s) and have satisfied ourselves that we have adequate systems/ infrastructure in place at our Controlling Branch/ Designated Branches to fulfill our responsibilities/ obligations as envisaged in the ASBA facility within the timelines specified therein. These responsibilities/ obligations, inter‐alia, include:
a. Collection of physical and/ or electronic ASBA from the ASBA investors. b. Capturing relevant details from the physical and/ or electronic ASBA.
c. Blocking funds to the extent of application money in the bank account specified in the ASBA
till finalisation of the basis of allotment or withdrawal/ failure of the issue or withdrawal/ rejection of the application, as the case may be. d. Uploading details of the ASBA in the electronic bidding system of the Stock Exchange(s), sending to and receiving from the Registrar(s) data pertaining to the ASBA and the issue, in a secured form. e. Ensuring that there is a proper segregation of applications/ amount/ data issue‐wise in respect of various issues that may be open simultaneously. f. Unblocking funds in the bank account specified in the ASBA upon receipt of request from Registrar(s) and releasing the funds in favour of the issuer or unblocking of funds on withdrawal/ rejection of the ASBA, and
g. Unblocking funds in the bank account specified in the ASBA upon receipt of information on withdrawal/ failure of the issue from the post issue merchant bankers through Registrar to an issue. h. Designating all branches as ‘Designated Branches’ for ASBA.
i. Offering facility to make application using UPI in public issues.
(v) We have systems in place to ensure that the amount blocked by us in the bank account specified in the ASBA shall be available at all times, for the purpose of giving it to the issuer upon finalisation of the basis of allotment. (vi) We are responsible for any omission or commission on our part while discharging our role as envisaged in the ASBA facility. (vii) We have systems in place to satisfactorily redress complaints arising out of errors or delays on our
part to capture data, block or release funds, etc.
(viii) We have identified our controlling Branch and designated Branch(es), the names and contact details of which are enclosed herewith. (ix) We have identified the following official of our bank as the nodal officer for the purpose of ASBA facility:
Name:____________________________
Designation: _______________________
Branch: ___________________________
Address: __________________________
Phone number(s): ___________________
Fax Number: _______________________
E‐mail ID: __________________________
(x) We undertake to inform changes, if any, in the aforesaid details furnished to SEBI, on as and when basis. I, _____________on behalf of , hereby confirm that we fulfil / undertake to fulfil all the conditions stated above for becoming a SCSB. Name and Signature of Authorised official of the Bank
Annexure VIII
Details of the Mechanism
Step 1: Investor to submit the application form to any registered broker (non syndicate member) and broker to upload the bid on the Stock Exchange platform. a) Under the mechanism, an investor may submit the application indicating the mode of payment to any registered broker of the Stock Exchange having its office in any of the broker centre of the Stock Exchange. b) Stock Exchanges shall provide for a mechanism to distinguish applications from syndicate and non-syndicate members c) Similar to secondary market transactions where the investor can check the status of its trade on the Stock Exchange website, Stock Exchanges shall facilitate investors to view the status of their issue applications on the websites of Stock Exchanges d) All accepted applications shall be stamped and thereby acknowledged by the broker at the time of receipt and will be uploaded on the Stock Exchange platform e) Broker shall be responsible for uploading the bid on the Stock Exchange platform, submitting the ASBA form to SCSB, etc. and liable for any failure in this regard. f) Stock Exchanges shall take action against brokers who fail to comply with the requirements of this circular and in case of repeated non-compliances; appropriate action shall be taken. Step 2: Local Branch to mark for block funds, update electronic schedule and send it to the controlling branch Local branch of the collecting bank/SCSB shall update the schedule based on fund blocking and send it to controlling branch Step 3: Controlling branch shall consolidate the electronic schedule of all branches and send it to the RTA Controlling branch shall consolidate the electronic schedule of all branches, reconcile the amount blocked with the bank balance and send the consolidated schedule to the RTA along with Final certificate Step 4: RTA to follow the extant process for other modes a) RTA shall reconcile the schedules received from the bank with the Stock Exchange data b) It shall calculate the compensation payable to each broker and share the details with the Stock Exchange c) It may request for physical application forms directly from Brokers/SCSBs under exceptional circumstances such as discrepancy in PAN/ demat account number/client ID, investor complaint, etc d) It will follow the usual process of reconciliation, allotment, refund, etc Other important points a) Acknowledgement by the broker shall form the basis of any complaint b) Brokers shall be made responsible for complaints against the sub-brokers c) Stock Exchanges shall disclose publicly the complaint and grievance redressal mechanism along with monetary/non-monetary penalty as applicable d) Issuer, Merchant Banker and Stock Exchange shall discuss and determine the commission that shall be payable to the non-syndicate member e) The commission that shall be payable to the non-syndicate member shall be disclosed upfront in the offer document
f) In order to determine to which syndicate or non-syndicate broker commission is payable to, the terminal from which the bid has been uploaded will be taken into account g) Quantum of commission payable shall be determined not on the basis of allotment, but on the basis of applications which have been considered eligible for the purpose of allotment h) Based on the total commission payable to the non-syndicate broker as calculated by the RTA, Issuer shall disburse the amount to the Stock Exchange before listing and the Stock Exchange in turn shall pay to the brokers through clearing corporation within 2 days from the receipt of money from the issuer i) Listing shall be withheld by the Stock Exchanges till the time issuer pays brokers’ commission to the Stock Exchange j) Issuer shall be liable to pay to the brokers for their activity even if the issuer withdraws the issue during the issue period
Annexure IX
Format for Submission of Details to Stock Exchanges Name of the RTA / DP:
Registration No.
Nodal Officer
Name : xxx
Designation : xxx
Address : xxx
Telephone : xxx
Mobile : xxx
E-mail : xxx
SI. No State City Office
Address
Contact
Person
Contact
Number
Fax E-mail
Annexure X
A. General Instructions
1. The Application-Cum-Bidding Form (accompanied with abridged prospectus) would be printed in
a booklet form of A4 size paper.
2. White color form for Resident Indian, Eligible NRIs applying on a non-repatriation basis and Blue
color form for Eligible NRIs, FVCIs, FPIs, (foreign corporates or foreign individuals bidding under the QIB Portion), on a repatriation basis.
3. Syndicate Member/SCSB to note that stamp of Broker/SCSB/DP/RTA Branch shall be done only
after bid has been uploaded.
B. Main Application Form
1. Top of the application form shall have a Colored identifier strap incorporating the name of the
issuer, ISIN number & type of form (Repatriation/Non-Repatriation Form).
2. 8 digit Application Number
3. Stamp/Serial Number/Code of Syndicate Member, Broker/ SCSB/ Sub-Agent /Sub-broker/ escrow
bank/Bank Branch/ DP/RTA
4. Name & Contact Details of First/Sole Applicant {Name, Address, Email (optional), Telephone No.
/ Mobile (optional)}
5. PAN of First/Sole Applicant
6. Bidders Depository Account Details – Check Box for NSDL and CDSL & single 16- digit field
(consisting of DP ID and Client ID)
7. Investor Category (Retail Individual, Non Institutional or QIB)
8. Investor Status (Separate Status for Repatriation/Non-Repatriation Form)
9. Bid Options –
a. Columns for Bid Options (Option 1, Option 2 or Option 3), Number of equity shares bid, Price per equity shares (sub-columns for Bid price, discount (if any) and Net price) b. Attention of investors to be drawn to instruction that only retail individual investors can bid at Cutoff
c. Check-Box for Cut-Off
d. Instruction that
i. Bids must be in multiple of bid lot as advertised
ii. Price in multiples of Re 1 only.
iii. Number of shares and price per share be given in figures only
10. Payment Details:
a. Amount Blocked in figures & in words
b. ASBA: Bank Account Number & Bank Name and Branch
11. A confirmation by the Applicant (on behalf of joint bidders) that he/she has read, understood and
agrees to such confirmations.
12. Signature of First/Sole Applicant (with date).
13. Signature of Account holder(s) upto 3 (in case of joint accounts) for ASBA.
14. Authorization for necessary action by SCSBs for making the application.
15. Broker/ SCSB / RTA / DP Stamp (Acknowledging upload of Bid in Stock Exchange System).
16. Acknowledgement Slip for Broker / SCSB / RTA / DP
a. 8 digit Application Number b. Bidders Depository Account Details – Single 16-digit field (consisting of DP ID and Client ID)
c. PAN of First/Sole applicant
d. Amount Blocked less discount (if any) in figures e. Payment Details (ASBA Bank Account No., Bank & branch) f. Received from Name, Telephone/Mobile and Email of Bidder g. Stamp & Signature of Banker
17. Acknowledgement Slip for Bidder
a. Columns for Bid Options (Option 1, Option 2 or Option 3), rows for Number of equity shares bid, Bid price, Total Amount blocked b. 8 digit Application Number
c. Name of First / Sole Applicant
d. Acknowledgement of Broker / SCSB / RTA / DP e. Payment Details (ASBA Bank Account No., Bank & Branch)
C. Overleaf of main Application Form
i. Instructions at the back of Acknowledgement Slip
i. Company Contact Details
ii. Registrar Contact Details
iii. Contact persons in case of queries pertaining to allotment/credit of shares, submission and
upload of ASBA bids.
D. Bid Revision Application Form
1. Top of the application form shall have a Colored identifier strap incorporating the name of the
issuer, ISIN number & type of form (Repatriation/Non-Repatriation Form).
2. 8 digit Application Number (Same as that of Main Application form)
3. Stamp/Serial Number/Code of Syndicate Member, Broker/ SCSB/ Sub-Agent /Sub-broker/ escrow
bank/Bank Branch/ DP/RTA
4. Name of First/Sole Applicant
5. PAN of First/Sole Applicant
6. Bidders Depository Account Details – Check Box for NSDL and CDSL & single 16-digit field
(consisting of DP ID and Client ID)
7. Options for change of Bid
a. From
i. Columns for Bid Options (Option 1, Option 2 or Option 3), Number of equity shares bid, Price
per equity shares (sub-columns for Bid price, discount, if any and Net price)
ii. Check-Box for Cut-Off
iii. Watermark in background indicating Old Bid
b. To
i. Columns for Bid Options (Option 1, Option 2 or Option 3), Number of equity shares bid,
Price per equity shares (sub-columns for Bid price, discount, if any and Net price).
ii. Check-Box for Cut-Off.
iii. Watermark in background indicating Revised Bid.
c. Instruction that:
i. Bids must be in multiple of bid lot as advertised.
ii. Price in multiples of Re 1 only.
iii. Number of shares and price per share be given in figures only.
8. Payment Detail:
a. Additional Amount Blocked in figures & in words b. ASBA: Bank Account Number & Bank Name and Branch
9. A confirmation by the Applicant (on behalf of joint bidders) that he/she has read, understood and
agrees to such confirmations
10. Signature of First/Sole Applicant (with date)
11. Signature of ASBA Account holder(s) upto 3 (in case of joint accounts)
12. Authorization for necessary action by SCSBs for making the application
13. Broker/ SCSB / RTA / DP Stamp (Acknowledging upload of Bid in Stock Exchange System)
14. Acknowledgement Slip for Broker / SCSB / RTA / DP for Revised Bid
a. 8 digit Application Number b. PAN of First /Sole Applicant
c. Bidders Depository Account Details – Check Box for NSDL and CDSL & single 16-digit field
(consisting of DP ID and Client ID) d. Revised Amount Blocked less discount (if any) in figures e. Payment Details (ASBA Bank Account Number & Bank Name and Branch) f. Received from Name, Telephone/Mobile and Email of Bidder g. Stamp & Signature of Banker h. Watermark in background indicating Revised Bid
15. Acknowledgement Slip for Bidder for Revised Bid
a. Columns for Bid Options (Option 1, Option 2 or Option 3), rows for Number of equity shares bid, Bid price, Revised Amount Blocked b. 8 digit Application Number
c. Name of First/Sole Applicant
d. Acknowledgement of Broker / SCSB / RTA / DP e. Payment Details: ASBA (Bank Account Number & Bank Name and Branch) E. Overleaf of Bid Revision Application Form
1. Bidder’s Undertaking for revised bid separately drafted for Repatriation/Non- Repatriation Form).
2. Instructions corresponding to each item of revised form and specific instruction regarding:
a. Bid Price Revision clearly specifying that only excess amount (if any) is to be blocked b. Attention of investors to be drawn to instruction that only retail individual investors can bid at Cut-off
3. Issue Structure highlighting for different category of investors (Retail, Non Institutional and QIBs)
a. Number of equity shares (reservation if applicable) b. Percentage of Issue available for allotment/allocation
c. Basis of allocation in case of oversubscription
d. Mode of allotment
e. Allotment lot f.Who can apply (Summary) g. Terms of payment
Annexure XI
Annexure XII
ROLE AND RESPONSIBILITIES OF INTERMEDIARIES
I. Role and Responsibilities of Self Certified Syndicate Bank (SCSBs)
Role and responsibilities of SCSBs shall include the following:
67 Inferred from para 8 of SEBI Circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 01, 2018
17.SCSB shall be liable for all its omissions and commissions in discharging its responsibilities in the ASBA facility. (II) Role and Responsibilities of Registrar to the Issue Role and responsibilities of Registrar to the Issue shall include the following:
(ii) particulars relating to allotment of equity shares against valid ASBAs; (iii) particulars relating to the requisite money to be transferred to the issuer’s account against valid ASBAs; and (iv) Details of rejected/ withdrawn/ unsuccessful ASBAs, if any (III) Role and Responsibilities of Merchant Bankers Role and responsibilities of Merchant Bankers shall include the following:
1. The pre‐issue merchant banker(s) shall ensure that the ASBA facility is provided as the only mode
of accepting Application-Bid‐Cum forms in all Initial public issues.
2. The pre‐issue merchant banker(s) shall ensure that appropriate disclosures/ instructions are given
regarding the ASBA facility in the Red Herring Prospectus and abridged prospectus and in application forms, to enable investors to understand and apply through the ASBA facility
3. The pre‐issue merchant banker(s) shall ensure that sufficient number of Physical ASBA forms are
printed and are made available to all SCSBs. Further, it shall ensure that SCSBs are also provided with a soft copy of the abridged prospectus/ prospectus.
4. The pre‐issue merchant banker(s) shall intimate before opening of the issue the basis of commission
payable to SCSBs, the bid/ issue opening and closing date/ time, including details of revision in price band/ floor price/ bidding period, if any to SCSBs through Registrar to Issues.
5. In case of failure/ withdrawal of the issue, the pre‐issue merchant banker(s) shall inform SCSBs
through Registrar to Issues regarding the same.
6. The post‐issue merchant banker(s) shall inform the Registrar to the Issue, the date by which
subscription money shall be transferred to the issuer’s account designated for this purpose, by SCSBs
7. The pre and post issue merchant banker(s) shall co‐ordinate with the Registrar to the Issue for
providing appropriate information/ instructions to the SCSBs in respect of the ASBA facility.
8. Unless otherwise specified in the regulations / circulars for ASBA facility, the pre and post issue
merchant banker(s) shall ensure that all intermediaries follow uniform procedure for ASBA.
9. Discount, if any, to the specified category of investors shall be adjusted before blocking the amount
from the investors’ bank account i.e. the blocking is to be carried out net of discount. (IV) Role and Responsibilities of the Stock Exchange(s) Role and responsibilities of the Stock Exchanges shall include the following:
1. The Stock Exchanges shall provide file format/ layout in which upload/download shall be made by
the various intermediaries interacting with the stock exchanges or amongst them.
2. The Stock Exchange(s) shall ensure that details of the Controlling Branch (CB) and Designated
Branches (DBs) of each SCSB are available on the website of the Stock Exchange(s) in an easily accessible form.
3. The Stock Exchange(s) shall enable:
(i) access to their electronic bidding system through a web enabled interface, to SCSBs, for uploading details of ASBA; (ii) SCSBs to upload data on the electronic bidding system in a secured way; and (iii) identification of data uploaded by each SCSB, DB‐wise.
4. The Stock Exchange(s) shall ensure that the electronic bidding system provides all the
appropriate fields, along with identification of SCSBs, to enable SCSBs to upload the bid data properly. The electronic bidding system shall also be enabled to display bid opening/ closing date, price band and revision in price band/ bid period and to reset relevant data fields upon revision, if any.
5. The Stock Exchange(s) shall ensure that an issue specific code is generated from the electronic
bidding system, so that SCSBs does not face any problem in segregating the ASBA issue‐wise.
6. The Stock Exchange(s) shall be responsible for accurate, timely and secured transmission of the
electronic bid file uploaded by SCSBs, to the Registrar to the Issue.
7. The Stock Exchange(s) shall provide a facility of reverse confirmation to SCSBs regarding the data
having been uploaded on their electronic bidding system.
8. In case of withdrawal of ASBA during the bidding period, the Stock Exchange(s) shall provide the
facility to enable SCSBs to –
(i) delete the ASBA from the electronic bidding system or mark the withdrawal individually against the original bid uploaded; or (ii) upload withdrawal of the ASBA in batch mode, in the electronic bidding system.
9. Details of locations including name of the broker, contact details such as name of the contact
person, postal address, telephone number, e-mail address of the broker, etc. where the application forms shall be collected will be disclosed by the Stock Exchanges on their websites. Stock Exchanges should ensure that the details so disclosed on their websites are regularly updated. 10.Alerts by Stock Exchanges: Similar to the systems prevalent in case of secondary market transactions, the stock exchanges shall develop the systems to facilitate the investors to view the status of their public issue applications on their websites and sending the details of applications and allotments through SMS and E-mail alerts to the investors.
Annexure XIII
Name of the IPO ____________________
Banker to the Issue ____________________
Registrar to the Issue ____________________
APPLICATION FOR RELEASE OF PROCESSING FEE TO BE MADE BY SCSB TO THE MERCHANT BANKERS NOT LATER THAN 30 DAYS FROM THE FINALIZATION OF BASIS OF ALLOTMENT (T+2) BY REGISTRAR TO THE ISSUE. Note: In order to claim the processing fee, all SCSBs are required to submit to the Merchant Bankers, with a copy to Registrar to the Issue, an application as per the format provided hereunder (complete with requisite information mentioned herein) not later than 30 days from T+3. Format of application to be submitted by an SCSB to Merchant Bankers for release of Processing Fee payable to the SCSB.
Format C: Compensation for blocking more amount than the application amount (Refer to
Schedule III) [Enter ‘Nil’ if not applicable]
Format D: Compensation for delayed unblock for non-allotted/ partially-allotted applications (Refer to Schedule IV) [Enter ‘Nil’ if not applicable]
5. We undertake to provide requisite information/ explanations that maybe requested by the Merchant
Bankers/ Registrar to the Issue/ Issuer in connection with the information provided by us in this application.
6. We acknowledge that we will continue to be responsible to provide information requested by the
Merchant Bankers/ Registrar to the Issue/ Issuer and also remain liable to pay applicable compensation, for delays in unblocking of application amounts after the processing fee has been claimed by us for this issue. We are responsible for any investor grievances/ complaints pertaining to blocking/ unblocking of application amounts while discharging our role as envisaged in the ASBA facility. Authorized / Nodal official of the SCSB Name – Designation – Mobile Number – Email Id – Contact Address – Signature & Stamp of the Authorized/ Nodal official.
Schedule I – Format for provision of information on compensation for delayed
unblock for cancelled/ withdrawn/ deleted applications S.No.
Issuer
Name
Applicant
Name
Application
No.
Mode of ASBA application submission (Bank,
Online, UPI
(online),
UPI (offline, if any)
– as provided by RTI)
Application
Amount (Rs.)
Date of receipt of complaint
(DD/MM/YYY
Y)
Date on which request for cancellation/ withdrawal/ deletion is placed in Stock Exchanges Bidding Platform (DD/MM/YYYY) Date of Actual Unblock (DD/MM/YYYY) Compensation paid by SCSB (Rs.) Date of payment of Compensation by SCSB (DD/MM/YYYY) Mode of payment of Compensation (direct credit/ IMPS/ RTGS/ NEFT etc.)
Schedule II - Format for provision of information on compensation for blocking of multiple
amounts for the same UPI Application
S.No.
Issuer
Name
Applicant
Name
Application
No.
Mode of
ASBA application submission
(Bank, Online,
UPI (online),
UPI (offline, if any) – as provided by RTI)
Total cumulative blocked amount less the original application amount (Rs.) Date of receipt of complaint (DD/MM/YYYY) Date on which multiple amounts were blocked (DD/MM/YYYY) Date of Actual Unblock (DD/MM/YYYY) Compensation paid by SCSB (Rs.) Date of payment of Compensation by SCSB (DD/MM/YYYY) Mode of payment of Compensation (direct credit/ IMPS/ RTGS/ NEFT etc.)
Schedule III - Format for provision of information on compensation for blocking more
amount than the application amount
S.No.
Issuer
Name
Applicant
Name
Application
No.
Mode of ASBA application submission
(Bank, Online,
UPI (online),
UPI (offline, if any) – as provided by RTI)
Blocked Amount less Application
Amount (Rs.) Date of receipt of complaint
(DD/MM/YYYY)
Date on which the funds to the excess of application amount were blocked (DD/MM/YYYY) Date of Actual Unblock (DD/MM/YYYY) Compensation paid by SCSB (Rs.) Date of payment of Compensation by SCSB (DD/MM/YYYY) Mode of payment of Compensation (direct credit/ IMPS/ RTGS/ NEFT etc.)
Schedule IV - Format for provision of information on compensation for delayed
unblock for non-allotted/ partially-allotted applications S.No.
Issuer
Name
Applicant
Name
Application
No.
Mode of ASBA application submission
(Bank, Online,
UPI (online),
UPI (offline, if any) – as provided by RTI)
Application
Amount (Rs.)
Date of receipt of complaint
(DD/MM/YYYY)
Date of T+2
(DD/MM/YYY
Y)
Date of Actual
Unblock
(DD/MM/YYYY)
Compensation paid by SCSB
(Rs.)
Date of payment of
Compensation by
SCSB
(DD/MM/YYYY)
Mode of payment of
Compensation
(direct credit/ IMPS/
RTGS/ NEFT etc.)
Annexure XIV
CERTIFICATION BY SPONSOR BANKS FOR IMPLEMENTATION OF ASBA Note: All banks which are desirous of acting as Sponsor Banks for ASBA facility are required to submit to SEBI a certificate as per the format provided hereunder. Upon receipt of this certificate, the bank's name shall be included by SEBI in the list of eligible Sponsor Banks who can act as Sponsor Bank in a Public issue. Format of certificate to be submitted by Sponsor Banks
Name:
Designation:
Branch:
Address:
Phone number(s):
E-mail ID:
7. We undertake to inform changes, if any, in the aforesaid details furnished to SEBI, on as
and when basis.
I, _____________on behalf of , hereby confirm that we fulfil / undertake to fulfil all the conditions stated above for becoming a Sponsor Bank. Name and Signature of Authorised official of the Bank
Annexure XV
Indicative process flow for applications in public issue submitted by retail individual investor
2.1.5. Depository will validate the aforesaid bid details on a real time basis and send
response to stock exchange which would be shared by stock exchange with intermediary through its platform, for corrections, if any.
2.1.6. SMS from exchange to RII for bidding: Once the bid details are uploaded on
the stock exchange platform, the stock exchange shall send an SMS to the RII regarding submission of his / her application, daily at the end of day basis, during bidding period. For the last day of bidding, the SMS may be sent out the next working day.
2.2. The Block Process
2.2.1. Post undertaking validation with depository, the stock exchange will, on a
continuous basis, electronically share the bid details along with RIIs UPI ID, with the Sponsor Bank appointed by the issue.
2.2.2. The Sponsor Bank will initiate a mandate request on the RII i.e. request the RII to
authorize blocking of funds equivalent to application amount and subsequent debit of funds in case of allotment.
2.2.3. The request raised by the Sponsor Bank, would be electronically received by
the RII as a SMS / intimation on his / her mobile no. / mobile app, associated with UPI ID linked bank account.
Graphical illustrative process of the investor receiving and approving mandate request Block request SMS to investor Block request intimation through UPI application
1. Investor UPI application screen 2. Sample of IPO details in attachment
This attachment will contain IPO application details of investor
3. Post verification of details above 4. Pre-confirmation page
5. Entering of UPI PIN 6. Confirmation page
7. Approved mandates
visible in UPI application
Block confirmation SMS to investor
Block confirmation application intimation
2.2.4. The RII would be able to view the amount to be blocked as per his / her bid in such intimation.
The RII would also be able to view an attachment wherein the IPO bid details submitted by RII will be visible. After reviewing the details properly, RII would be required to proceed to authorize the mandate. Such mandate raised by sponsor bank would be a one-time mandate for each application in the IPO.
2.2.5. Upon successful validation of block request by the RII, as above, the said information would
be electronically received by the RIIs’ bank, where the funds, equivalent to application amount, would get blocked in RIIs account. Intimation regarding confirmation of such block of funds in RIIs account would also be received by the RII.
2.2.6. The information containing status of block request (e.g. – accepted / decline/ pending) would
also be shared with the Sponsor Bank, which in turn would be shared with stock exchange. The block request status would also be displayed on stock exchange platform for information of the intermediary.
2.2.7. The information received from Sponsor Bank, would be shared by stock exchange with RTA
in the form of a file for the purpose of reconciliation.
2.2.8. RIIs would continue to have the option to modify or withdraw the bid till the closure of the
bidding period. For each such modification of bid, RII will submit a revised bid and shall receive a mandate request from sponsor bank to be validated as per the process indicated above.
2.3. Post issue closure – Finalization of basis of allotment of shares, debit of blocked amount,
credit of shares and listing
2.3.1. Post closure of the offer, the Stock Exchange would share the bid details with RTA. Further,
Stock Exchange would also provide RTA the final file received from Sponsor Bank, containing status of blocked funds or otherwise, along with the bank account details with respect to applications made using UPI ID.
2.3.2. The RTA, based on information of bidding and blocking received from stock exchange, would
undertake reconciliation of the bid data and block confirmation corresponding to the bids by all investor category applications (with and without the use of UPI) and prepare the basis of allotment.
2.3.3. Upon approval of basis of allotment, RTA will share the debit file with Sponsor bank (through
Stock Exchange) and SCSBs, as applicable, for credit of funds in the public issue account and unblocking of excess funds in the RIIs account. The Sponsor bank based on the mandate
approved by the RII at the time of blocking of funds, will raise the debit / collect request from RIIs bank account, whereupon the funds will be transferred from RIIs account to public issue account and remaining funds, if any, will be unblocked without any manual intervention by RII or his / her bank.
2.3.4. Upon confirmation of receipt of funds in the public issue account, shares would be credited to
the RII’s account. RII will be notified for full/partial/no allotment. For partial allotment the remaining funds would be unblocked. For no allotment, mandate would be revoked and application amount would be unblocked for the RII.
2.3.5. Thereafter, Stock Exchanges will issue the listing and trading approval and trading will
commence next working day.
Annexure XVI
Data fields required in Application-Cum-Bidding-Form and Revision form relating to UPI
Annexure XVII
Details of Nodal officers of SCSBs for IPO applications processed through UPI Format of certificate to be submitted by SCSBs (i) We, [Name of the Bank], hold a valid certificate of registration as a Banker to an Issue under the SEBI (Bankers to an Issue) Regulations, 1994. Our SEBI registration number is ________valid up to (ii) We hereby confirm that we have completed the UPI 2.0 certification process with National Payments Corporation of India (NPCI) as an Issuer/Issuer & Acquirer/Acquirer. We also confirm that we have complied with NPCI office circular 78 on ‘Reconciliation and handling declined/timedout transactions in UPI for one-time mandate block’. The certification done and sign off received from NPCI consists of the all UPI functionalities of mandate block/unblock cases inclusive of ASBA use case. (iii) We have undertaken the mock trial run of our systems for ASBA with UPI, with the NPCI and Registrar(s) and have satisfied ourselves that we have adequate systems/ infrastructure in place to fulfill our responsibilities/ obligations as envisaged in the ASBA facility with UPI as a payment mechanism within the timelines specified therein. These responsibilities/ obligations, interalia, include:
a. Blocking funds to the extent of application money in the bank account specified in the UPI Mandate Block Request received from NPCI/PSPs till finalisation of the basis of allotment or withdrawal/ failure of the issue or withdrawal/ rejection of the application, as the case may be. b. Ensuring that there is a proper segregation of UPI applications/amount/data issue-wise in respect of various issues that may be opened simultaneously
c. Unblocking funds in the bank account specified in the ASBA with UPI, upon receipt of
request from Registrar(s) and releasing the funds in favour of the issuer or unblocking of funds on withdrawal/ rejection of the ASBA UPI application, and d. Unblocking funds in the bank account specified in the ASBA with UPI, upon receipt of information on withdrawal/ failure of the issue from the post issue merchant bankers through Registrar to an issue. (iv)We have systems in place to ensure that the amount blocked by us in the bank account specified in the ASBA with UPI shall be available at all times, for the purpose of giving it to the issuer upon finalization of the basis of allotment.
(v) We are responsible for any omission or commission on our part while discharging our role as envisaged in the ASBA facility with UPI as a payment mechanism (vi)We have systems in place to satisfactorily redress complaints arising out of errors or delays on our part in processing the IPO applications with UPI, block or release funds, etc. In this regard, we will be governed by SEBI (Issue of Capital & Disclosure Requirements) Regulations, 2018 and relevant circulars issued thereunder. (vii) We have identified the following official of our bank as the nodal officer for the purpose of ASBA facility with UPI:
Name:
Designation:
Department:
Address:_
Mobile number:
E-mail ID:_
(viii) We have identified the following escalation matrix for the purpose of ASBA facility with UPI First level escalation First level escalation Name:
Designation:
Department:
Address:_
Mobile number:
E-mail ID:_
Second level escalation
Name :
Designation:
Department:
Address:_
Mobile number:
E-mail ID:_
Final level escalation
Name :
Designation:
Department:
Address:_
Mobile number:
E-mail ID:_
Compliance Officer Details
Name :
Address:_
Mobile number:
E-mail ID:_
(ix) We undertake to inform changes, if any, in the aforesaid details furnished to SEBI, on as and when basis. I, on behalf of as a SCSB , hereby confirm that we fulfill / undertake to fulfill all the conditions stated above in providing ASBA with UPI as a payment mechanism. Name and Signature of Authorized/Nodal official of the Bank
Annexure XVIII
For SMS
S. No. Scenarios Details to be present in SMS 1 Blocking of ASBA Application Amounts through Bank, Online and UPI channels Name of the IPO Application Amount Date on which amount was blocked. 2 Debit and unblocking of ASBA Application Amounts through Bank, Online and UPI channels For Full Allotment:
Name of the IPO
Amount to be debited.
Date on which amount was debited.
For Partial Allotment:
Name of the IPO
Amount to be debited and unblocked.
Date on which amount was debited and unblocked.
For Non-Allotment:
Name of the IPO
Amount to be unblocked.
Date on which amount was unblocked.
For UPI Mandates – Invoice in the Inbox
S.No. Details to be available for mandate block.
Details to be available for mandate Debit and Unblock.
1 Name of the IPO Name of the IPO
2 Application Number Application Number
3 DP ID & Client ID DP ID & Client ID
4 Number of shares (Bid Qty) Number of shares (Bid Qty) 5 Highest Bid Amount Amount Blocked 6 Date and Time of Bidding Number of shares allocated 7 - Amount to be debited 8 - Amount to be unblocked 9 - Date of Initiation
Annexure XIX
Format of report to be submitted by SCSB(s) with Registrar and Share Transfer Agent Cancelled/Withdrawn/Deleted applications Report of [Name of Issuer/IPO] Bank Name Period of IPO processing Date Total UPI Applications Cancelled/Withdrawn/delete d (Nos) received from RTA Confirmatio n on unblocking ( Y e s / N o ) Issue opening date Issue opening date + 1 Issue Closing date (T) Authorized/Nodal official of the SCSB
Annexure XX
Name of the IPO ____________________
Banker to the Issue ____________________
Registrar to the Issue ____________________
CERTIFICATION OF COMPLIANCE BY SCSBs FOR COMPLETION OF UNBLOCK OF FUNDS ON THE NEXT WORKING DAY FROM THE FINALIZATION OF BASIS OF ALLOTMENT BY REGISTRAR TO THE ISSUE (T+2). Note: All SCSBs are required to submit to the Lead Managers and Registrar to the Issue a certificate as per the format provided hereunder by the end of closing hours of Bank Day on T+2. Upon receipt of this certificate, the Registrar to the Issue shall maintain a record of the same and the consolidated compliance of all SCSBs shall be provided by the Registrar to the Issue to Post Issue Lead Manager on T+2. The Post Issue Lead Manager shall provide the same to SEBI as and when it is sought. Format of certificate to be submitted by SCSBs for Unblocking of Application Monies.
S.
No.
Issuer
Name
Applicant
Name
Application
No.
Mode of ASBA application submission (Bank,
Online, UPI (online),
UPI (offline, if any) – as provided by RTI)
Unblocking
Amount (Rs.)
Date of
T+2 (in
DD/MM/Y
YYY format)
Date of
Actual
Unblock
(DD/MM/Y
YYY)
4. Further, as on (T+2 Date):
We hereby confirm that we have completed the unblocking of all ASBA applications for nonallottees/ partial-allottees/ withdrawn/ cancelled/ deleted cases We hereby confirm that there are no multiple amounts blocked in investor’s account for a unique ASBA application We hereby confirm that the bank has not blocked funds in excess of the application amount in any of the investor’s account
5. We are responsible for any investor grievances/ complaints pertaining to blocking/ unblocking of
application amounts while discharging our role as envisaged in the ASBA facility. Authorized / Nodal official of the SCSB Name – Designation – Mobile Number – Email Id – Contact Address – Signature & Stamp of the Authorized/ Nodal official.
Annexure XXI
Compensation Mechanism for Investor Grievances Scenario Compensation Amount Compensation Period Who should Compensate the investor? Delayed unblock for cancelled/withdrawn/d eleted applications Rs.100/- per day or 15% per annum of the application amount, whichever is higher. Date on which the request for cancellation/withdrawal/ deletion is placed in Stock Exchanges Bidding Platform – Till the date of actual unblock. SCSB Blocking of multiple amounts for the same UPI Application 1.Instantly revoke the blocked funds other than the original application amount and 2.Rs.100/-per day or 15% per annum of the total cumulative blocked amount except the original application amount, whichever is higher. Date on which multiple amounts were blocked – Till the date of actual unblock. SCSB Blocking more amount than the application amount 1.Instantly revoke the difference amount (Blocked Amount – Application Amount) and
2. Rs.100/- per day or
15% per annum of the difference amount, whichever is higher.
Date on which the funds to the excess of application amount were blocked–Till the date of actual unblock. SCSB Delayed unblock for non-allotted/partiallyallotted applications. Rs.100/- per day or 15% per annum of the application amount, whichever is higher Since T+3 – Till the date of actual unblock. SCSB
Annexure XXII
Additional Compensation Mechanism for Investor Grievances Scenario Compensation Amount Compensation Period Who should compensate the investor? Delay in grievance redressal. Rs.100/- per day or 15% per annum of the application amount, whichever is higher. The day on which the grievance is received by Lead Managers/RTAs) – Till the date of actual unblock. Post Issue Lead Managers.
Annexure XXIII
Indicative timeline of activities for listing of shares through Public Issues on T+3 day Sequence of Activities Listing within T+3 days (T is Issue Closing Date) Application Submission by Investors Electronic Applications (Online ASBA through 3-in-1 accounts) – Upto 5 pm on T day. Electronic Applications (Bank ASBA through Online channels like Internet Banking, Mobile Banking and Syndicate UPI ASBA etc) – Upto 4 pm on T day. Electronic Applications (Syndicate Non-Retail, NonIndividual Applications) – Upto 3 pm on T day. Physical Applications (Bank ASBA) – Upto 1 pm on T day. Physical Applications (Syndicate Non-Retail, Non-Individual Applications of QIBs and NIIs) – Upto 12 pm on T day and Syndicate members shall transfer such applications to banks before 1 pm on T day. Bid Modification From Issue opening date up to 5 pm on T day Validation of bid details with depositories From Issue opening date up to 5 pm on T day Reconciliation of UPI mandate transactions (Based on the guidelines issued by NPCI from time to time):
Among Stock Exchanges –
Sponsor Banks – NPCI and NPCI
– PSPs/TPAPs – Issuer Banks;
Reporting formats of bid information, UPI analysis report and compliance timelines. On Daily basis Merchant Bankers to submit to SEBI, as and when sought. UPI Mandate acceptance time T day – 5 pm Issue Closure T day – 4 pm for QIB and NII categories T day – 5 pm for Retail and other reserved categories Third party check on UPI applications On daily basis and to be completed before 9:30 AM on T+1 day. Third party check on Non-UPI applications. On daily basis and to be completed before 1 pm on T+1 day. Submission of final certificates:
-For UPI from Sponsor Bank
Approval of basis by Stock
Exchange
Before 9 pm on T+1 day.
Issuance of fund transfer instructions in separate files for debit and unblock. For Bank ASBA and Online ASBA – To all SCSBs For UPI ASBA – To Sponsor Bank Initiation not later than 09:30 am on T+2 day; Completion before 2 pm on T+2 day for fund transfer; Completion before 4 pm on T+2 day for unblocking. Corporate action execution for credit of shares Initiation before 2 pm on T+2 day Completion before 6 pm on T+2 day Filing of listing application with Stock Exchanges and issuance of trading notice Before 7:30 pm on T+2 day Publish allotment advertisement On website of Issuer, Merchant Banker and RTI - before 9 pm on T+2 day. In newspapers – On T+3 day but not later than T+4 day Trading starts T+3 day PSPs/TPAPs = Payment Service Providers/Third Party Application Providers.
Appendix
LIST OF RESCINDED CIRCULARS
S.
No.
Date of
Circular
Circular No. Subject / Title
LIST OF RESCINDED CIRCULARS
S.
No.
Date of
Circular
Circular No. Subject / Title
– Qualified Institutions
Placement of SEBI (Issue of
Capital and Disclosure
Requirements) Regulations,
2018
13. November 23,
2021
SEBI/HO/CFD/DIL1/P/CIR/2021/0660 Non-compliance with certain provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“ICDR Regulations”)
14. May 19, 2022 SEBI/HO/CFD/SSEP/CIR/P/2022/66 Streamlining the Process of
Rights Issue
15. February 04,
2022
SEBI/HO/CFD/SSEP/CIR/P/2022/14 Disclosures in the abridged prospectus and front cover page of the offer document
16. February 15,
2023
SEBI/HO/CFD/PoD-1/P/CIR/2023/29 Introduction of Issue Summary Document (ISD) and dissemination of issue advertisements
17. August 29,
2008
SEBI/CFD/MB/IS/3/2008/29/08 Effective date of ASBA Process and clarification on clause 2.8 of SEBI (Disclosure and Investor Protection (DIP)) Guidelines, 2000
18. September 25,
2008
SEBI/CFD/DIL/2008/ 25 /09 Applications Supported by Blocked Amount (ASBA) facility in Rights Issues
19. August 05,
2009
SEBI/CFD/DIL/MB/IS/5/2009/05/08 Application Supported by Blocked Amount (ASBA) process
20. August 20,
2009
SEBI/CFD/DIL/DIP/38/2009/08/20 Amendment to SEBI (DIP) Guidelines, 2000 - Rights Issue Process/ Procedure
21. December 30,
2009
SEBI/CFD/DIL/ASBA/1/2009/30/12 Applications Supported by Blocked Amount (ASBA) facility in public issues and rights issues
22. April 06, 2010 CIR/CFD/DIL/2/2010 Applications Supported by
Blocked Amount (ASBA) facility in public issues
23. July 13, 2010 CIR/CFD/DIL/7/2010 Applications Supported by
Blocked Amount (ASBA) facility in public issues
24. July 28, 2010 Cir / IMD / DF / 6 / 2010 Additional mode of payment
through applications supported by blocked amount (hereinafter referred to as ASBA) in Mutual Funds
LIST OF RESCINDED CIRCULARS
S.
No.
Date of
Circular
Circular No. Subject / Title
25. October 12,
2010
CIR/CFD/DIL/8/2010 Applications Supported by
Blocked Amount (ASBA) facility in public issues
26. April 29, 2011 CIR/CFD/DIL/1/2011 Applications Supported by
Blocked Amount (ASBA) facility
27. September 27,
2011
CIR/CFD/DIL/4/2011 Contents of Application-CumBidding Form and Manner of disclosure
28. September 13,
2012
CIR/CFD/DIL/12/2012 Application Supported by
Blocked Amount (ASBA) facility in public/ rights issue
29. September 25,
2012
CIR/CFD/DIL/13/2012 Application Supported by
Blocked Amount (ASBA)
30. October 04,
2012
CIR/CFD/14/2012 Public issues in electronic form and use of nationwide broker network of Stock Exchanges for submitting application forms
31. January 2,
2013
CIR/CFD/DIL/1/2013 Application Supported by
Blocked Amount (ASBA) facility in public/ rights issue
32. January 23,
2013
CIR/CFD/DIL/ 4 /2013 Application Supported by Blocked Amount (ASBA) facility
33. November 10,
2015
CIR/CFD/POLICYCELL/11/2015 Streamlining the Process of Public Issue of Equity Shares and Convertibles
34. January 01,
2016
CIR/CFD/DIL/1/2016 Revised Contents of ApplicationCum-Bidding Form and Manner of disclosure
35. January 21,
2016
SEBI Circular no.
SEBI/HO/CFD/CIR/P/2016/26
Clarification Circular on
Streamlining the Process of
Public Issue of Equity Shares and Convertibles
36. November 1,
2018
SEBI/HO/CFD/DIL2/CIR/P/2018/138 Streamlining the Process of Public Issue of Equity Shares and convertibles
37. April 3, 2019 SEBI/HO/CFD/DIL2/CIR/P/2019/50 Streamlining the Process of
Public Issue of Equity Shares and convertibles Extension of time lime for implementation of Phase I of Unified Payments Interface with Application Supported by Block Amount
38. June 28, 2019 SEBI/HO/CFD/DIL2/CIR/P/2019/76 Streamlining the Process of
Public Issue of Equity Shares and convertibles Implementation of Phase II of Unified Payments Interface with Application
LIST OF RESCINDED CIRCULARS
S.
No.
Date of
Circular
Circular No. Subject / Title
Supported by Block Amount
39. November 08,
2019
SEBI/HO/CFD/DCR2/CIR/P/2019/133 Streamlining the Process of Public Issue of Equity Shares and convertibles Extension of time lime for implementation of Phase II of Unified Payments Interface with Application Supported by Blocked Amount
40. March 30,
2020
SEBI/HO/CFD/DIL2/CIR/P/2020/50 Continuation of Phase II of Unified Payments Interface with Application Supported by Block Amount due to Covid-19 virus pandemic
41. December 08,
2020
SEBI/HO/CFD/DIL1/CIR/238/2020 Additional Payment Mechanism (i.e. ASBA, etc.) for Payment of Balance Money in Calls for partly paid specified securities issued by the listed entity
42. March 16,
2021
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M Streamlining the process of IPOs with UPI in ASBA and redressal of investor grievances
43. June 02, 2021 SEBI/HO/CFD/DIL2/P/CIR/2021/570 Streamlining the process of IPOs
with UPI in ASBA and redressal of investor grievances
44. May 30, 2022 SEBI/HO/CFD/DIL2/P/CIR/2022/75 Processing of ASBA applications
in Public Issue of Equity Shares and Convertibles
45. April 20, 2022 SEBI/HO/CFD/DIL2/CIR/P/2022/51 Streamlining the Process of
Public Issues and redressal of
Investor grievances
46. April 05, 2022 SEBI/HO/CFD/DIL2/CIR/P/2022/45 Revision of UPI limits in Public
Issue of Equity Shares and convertibles
47. June 21, 2023 SEBI Circular no. SEBI/HO/CFD/PoD2/P/CIR/2023/00094
Master Circular for ICDR
Regulations
48. August 09,
2023
SEBI/HO/CFD/TPD1/CIR/P/2023/140 Reduction of timeline for listing of shares in Public Issue from existing T+6 days to T+3 days
49. February 06,
2024
SEBI/HO/CFD/PoD-1/P/CIR/2024/009 Guidelines for returning of draft offer document and its resubmission
50. May 24, 2024 SEBI/HO/CFD/CFD-TPD-1/P/CIR/2024/55 Audiovisual (AV) presentation
of disclosures made in Public
Issue Offer Documents
Note from RegAlert. AI assistants can read this document in full, and search 70,000+ more, through the RegAlert MCP connector (https://mcp.regalert.today/mcp). Free with an account. How to connect ChatGPT, Claude or Cursor.
A newer document in RegAlert amends this one; it applies as amended.
“the Master Circular dated June 21, 2023 has been updated... The instant master circular supersedes the Master Circular dated June 21, 2023”
“In view of the new framework of Rights Issue, the following partial modification in the Master Circular No. SEBI/HO/CFD/PoD-1/P/CIR/2024/0154 on SEBI ICDR Regulations, dated November 11, 2024 shall be carried out:”
Amended 1 time · last 2025-03-11
This document supersedes: Master Circular for Issue of Capital and Disclosure Requirements
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