[Clause 5.3.1.2]
Memorandum of understanding between the lead
Merchant Banker to the Issue and the Issuer Company
THIS MEMORANDUM OF UNDERSTANDING MADE
BETWEEN........... (name of the issuing company), A COMPANY WITHIN THE MEANING OF THE COMPANIES ACT, 1956 AND HAVING ITS
REGISTERED OFFICE AT ...................
(registered office address of the issuing company) (HEREINAFTER REFERRED TO AS “the Company”) AND ........
a Company registered under the Companies Act, 1956,
and having its registered office at...................... with the branch
office at (hereinafter referred to as the “Lead Merchant Banker”).
WHEREAS:
1. The
Company is taking steps for issue of ......................
(particulars of the issue) to the public/existing
shareholders of the Company; the said issue of shares/debentures is hereinafter
referred to as “the issue”; and
2. The
company has approached the Lead Merchant Banker to manage the issue and the
Lead Merchant Banker has accepted the engagement inter alia
subject to the company entering into memorandum of understanding for the
purpose being these presents;
NOW, THEREFORE, the Company and the Lead Merchant Banker do
hereby agree as follows :
1. Besides
the Lead Merchant Banker, ....................... ,
and ................., would be acting as the co-managers to the issue.
2. The
Company hereby declares that it has complied with or agrees to comply with all
the statutory formalities under the Companies Act, Guidelines for Disclosure
and Investor Protection issued by the Securities and Exchange Board of India
(hereinafter referred to as “the Board”) and other relevant statutes to enable
it to make the issue and in particular in respect of the following matters:
(Give details and particulars of statutory
compliances which the company has to fulfil before
making the issue);
Consent of the general body has been obtained vide ........... (details of the
resolution) and in accordance with the terms of the Resolution passed by the
General Meeting held on .............. (date of the
meeting).
3. The
company undertakes and declares that any information made available to the Lead
Merchant Banker or any statement made in the Offer Documents shall be complete
in all respects and shall be true and correct and that under no circumstances it
shall give or withhold any information or statement which is likely to mislead
the investors.
4. The
Company also undertakes to furnish complete audited annual report(s), other
relevant documents, papers, information relating to pending litigations, etc.,
to enable the Lead Merchant Banker to corroborate the information and
statements given in the Offer Documents.
5. The
Company shall, if so required, extend such facilities as may be called for by
the Lead Merchant Banker(s) to enable him to visit the plant site, office of
the Company or such other place(s) to ascertain for himself the true state of
affairs of the company including the progress made in respect of the project
implementation, status and other facts relevant to the issue.
6. The
Company shall extend all necessary facilities to the Lead Merchant Banker to
interact on any matter relevant to the Issue with the solicitors/legal
advisors, auditors, co-managers, consultants, advisors to the Issue, the
financial institutions, banks, or any other organisation,
and also with any other intermediaries who may be associated with the issue in
any capacity whatsoever.
7. The
Company shall ensure that all advertisements prepared and released by the
Advertising Agency or otherwise in connection with the Issue conform to
regulations, guidelines etc. issued by the Board and instructions given by the
Lead Merchant Banker(s) from time to time and that it shall not make any
misleading, incorrect statement in the advertisements, press releases, or in
any material relating to the Issue or at any Press/Brokers/Investors
Conferences.
8. The
Company shall not, without prior approval of the Lead Merchant Banker, appoint
other intermediaries or other persons such as Registrars to the Issue, Bankers
to the Issue, Refund Bankers, Advertising Agencies, Printers for printing
application forms, allotment advices/allotment letters, share
certificates/debenture certificates, refund orders or any other instruments,
circulars or advices.
9. In
consultation with the Lead Merchant Banker, the company shall, whenever
required, enter into a Memorandum of Understanding with the concerned
intermediary associated with the issue, clearly setting forth their mutual
rights, responsibilities and obligations. A certified true copy of such Memorandum
shall be furnished to the Lead Merchant Banker.
10. The Company shall take such steps as are necessary to ensure the completion of allotment and despatch of letters of allotment and refund orders to the applicants including NRIs soon after the basis of allotment has been approved by the stock exchanges and in any case not later than the statutory time limit and in the event of failure to do so pay interest to the applicants as provided under the Companies Act, 1956.
11. The Company shall take steps to pay the underwriting commission and brokerage to the underwriters and stock brokers, etc., within the time specified in any agreement with such underwriters or within a reasonable time.
12. The Company undertakes to furnish such information and
particulars regarding the issue as may be required by the Lead Merchant Banker
to enable him to file a report with the Board in respect of the issue.
13.
The company shall keep the Lead Merchant Banker
informed if it encounters any problems due to dislocation of communication
system or any other material adverse circumstance which is likely to prevent or
which has prevented the company from complying with its obligations, whether
statutory or contractual, in respect of the matters pertaining to allotment, despatch of refund orders/share certificates/debenture
certificates, etc.
14.
The
company shall not resort to any legal proceedings in respect of any matter
having a bearing on the issue except in consultation with and after receipt of
the advice from the Lead Merchant Banker.
15.
The
company shall not access the money raised in the issue till finalisation
of basis of allotment or completion of offer formalities.
16.
The
company shall refund the money raised in the issue to the applicants if
required to do so for any reason such as failing to get listing permission or
under any direction or order of SEBI. The company shall pay requisite interest
amount if so required under the laws or direction or order of SEBI.
17. Clauses relating to rights of the Lead Merchant Banker
vis-à-vis the issuer shall be inserted.
18. Consequences of breach.
In witness whereof the
parties hereto have set their hands on the day and the year hereinabove
written.
[Clause 5.3.2.1]
INTER SE ALLOCATION OF RESPONSIBILITIES
I. The
Lead Merchant Bankers shall make inter se allocation of the activities/sub-
activities.
II. The lead merchant banker shall ensure that activitywise allocation is properly delineated and that the
Board is advised of the name of the Lead Merchant Banker responsible for each set
of activities/sub-activities, well before opening of the issue. This advice
must be signed by all Lead Merchant Bankers to the issue.
III. Where the circumstances warrant joint and several
responsibility of Lead Merchant Bankers for a particular activity, a co-ordinator designated from among the Lead Merchant Bankers
shall furnish to the Board, when called for, with information, report,
comments, etc. on matters relating to the activity (of joint and several
responsibility).
IV. The activities/sub-activities may be
grouped on the following lines,—
(a) Capital structuring with the relative components and
formalities such as composition of debt and equity, type of instruments.
(b) Drafting and Design of the offer document and of
advertisement/publicity material including newspaper advertisements and
brochure/memorandum containing salient features of the offer document.
(c) The designated Lead Merchant Banker shall ensure compliance
with the Guidelines for disclosure and investor protection and other stipulated
requirements and completion of prescribed formalities with the stock exchange,
Registrar of Companies and SEBI.
(d) Marketing of the issue, which will cover,
inter alia, formulating marketing strategies,
preparation of publicity budget, arrangements for selection of (i) ad-media, (ii) centres of
holding conferences of brokers, investors, etc., (iii) bankers to issue, (iv)
collection centres, (v) brokers to issue, and (vi)
underwriters and the underwriting arrangement, distribution of publicity and issue
material including application form, prospectus and brochure, and deciding on
the quantum of issue material.
(e) Selection of various agencies connected with the issue,
namely, Registrars to the Issue, printers and advertising agencies.
(f) Follow-up with bankers to the issue to get quick estimates of
collection and advising the issuer about closure of the issue, based on the
correct figures.
(g) The post-issue activities will involve essential follow-up
steps, which must include finalisation of basis of
allotment/weeding out of multiple applications, listing of instruments and despatch of certificates and refunds, with the various
agencies connected with the work such as registrars to the issue, bankers to
the issue, and the bank handling refund business.
(h) Even if many of these post-issue activities would be handled
by other intermediaries, the designated lead merchant banker shall be
responsible for ensuring that these agencies fulfil
their functions and enable him to discharge this responsibility through
suitable agreements with the issuer company.
(i) Ordinarily, one lead merchant banker
shall be responsible for post-issue activities.
[Clause 5.3.3.1]
FORMAT OF DUE DILIGENCE CERTIFICATE TO
BE GIVEN BY LEAD MERCHANT BANKER(S) ALONGWITH DRAFT OFFER DOCUMENT
To,
Securities and Exchange Board of
Dear Sirs,
Sub.: Issue of ........................... by
........................... Ltd.
We, the under noted Lead Merchant Banker(s) to
the above-mentioned forthcoming issue state as follows :
(1) We have examined various documents including those relating to
litigation like commercial disputes, patent disputes, disputes with
collaborators etc. and other materials more particularly referred to in the
Annexure hereto in connection with the finalisation
of the draft prospectus/letter of offer pertaining to the said issue;
(2) On the basis of such examination and the discussions with the
company, its directors and other officers, other agencies, independent
verification of the statements concerning the objects of the issue, projected
profitability, price justification and the contents of the documents mentioned
in the Annexure and other papers furnished by the company, we confirm that:
(a) the draft prospectus/letter of offer forwarded to the Board is in
conformity with the documents, materials and papers relevant to the issue;
(b) all the legal requirements connected with the said issue as also the
guidelines, instructions, etc. issued by the Board, the Government and any
other competent authority in this behalf have been duly complied with; and
(c) the disclosures made in the draft prospectus/letter of offer are
true, fair and adequate to enable the investors to make a well informed
decision as to the investment in the proposed issue.
(3) We confirm that besides ourselves, all the intermediaries named
in the prospectus/letter of offer are registered with the Board and that till
date such registration is valid.
(4) We have satisfied ourselves about the worth of the underwriters
to fulfil their underwriting commitments.
(5) We certify that written consent from shareholders has been
obtained for inclusion of their securities as part of promoters’ contribution
subject to lock-in and the securities proposed to form part of promoters’
contribution subject to lock-in, will not be disposed/sold/transferred by the
promoters during the period starting from the date of filing the draft
prospectus with the Board till the date of commencement of lock-in period as
stated in the draft prospectus.
Place : Lead
Merchant Banker(s) to the issue
Date: With
his/their Seal(s)
ANNEXURE TO THE DUE DILIGENCE CERTIFICATE FOR
THE ISSUE OF..........................................................BY ......................................................LIMITED
1.
Memorandum
and Articles of Association of the Company.
2.
Letter of
Intent/SIA Registration/Foreign Collaboration Approval/Approval for import of
plant and machinery, if applicable.
3.
Necessary
clearance from governmental, statutory, municipal authorities etc. for
implementation of the project, wherever applicable.
4. Documents
in support of the track record and experience of the promoters and their
competence.
5. Listing agreement of the company for
existing securities on the Stock Exchanges.
6. Consent
letters from company’s auditors, Bankers to issue, Bankers to the Company, Lead
Merchant Bankers, Brokers and where applicable, Proposed Trustees.
7. Applications made by the company to the
financial institutions/banks for financial assistance as per object of the
Issue and copies of relative sanction letters.
8. Underwriting
letters from the proposed underwriters to the issue.
9. Audited
Balance Sheets of the Company/Promoter companies for relevant periods.
10. Auditors certificate regarding tax-benefits available to the Company,
Shareholders and Debenture holders.
11. Certificate from Architects or any other competent authority on
project implementation schedule furnished by the company, if applicable.
12. Reports from Government agencies/expert agencies/consultants/company regardingmarket demand and supply for the product, industry scenario, standing of the foreign collaborators, etc.
13. Documents
in support of the infrastructural facilities, raw material availability, etc.
14. Auditors’ Report indicating summary of
audited accounts for the period including that of subsidiaries of the company.
15. Stock Exchange quotations of the last 3 years duly certified by
regional stock exchange in case of an existing company.
16. Applications to RBI and approval thereof for allotment of
shares to non-residents, if any, as also for collaboration terms and
conditions.
17. Minutes of Board and General Body meetings of the company for
matters which are in the prospectus.
18. Declaration in Form 32 from Directors (for particulars of Directorship)
or the Company Secretary’s certificate in this regard.
19. Revaluation certificate of company’s assets given by Government
Valuer or any other approved valuer.
20. Environmental clearance as given by Pollution Control Board of
the State Government or the Central Government as applicable.
21. Certificate from company’s solicitors in regard to compliance
of legal provisions of the Prospectus as also applicability of FERA/MRTP
provisions to the company.
22. Other documents, reports etc. as are relevant/necessary for
true, fair and adequate disclosures in the draft prospectus/letter of offer (to
give details).
23. [***]
Place: Lead merchant banker(s) to the issue
Date: with
his/their seal(s)]
(Clause 5.3.3.1A)
Format of due diligence certificate to
be given by the Debenture Trustee before opening of the issue
To,
Securities and Exchange Board of
Dear Sirs,
Sub.: Issue of
........................................ by
........................................ Ltd.
We, the undernoted
Debenture Trustee(s) to the above-mentioned forthcoming issue state as follows
:
(1) We have examined various documents pertaining to the security to
be created for the said issue and other such relevant documents.
(2) On the basis of such examination and of the discussions with the
company, its directors and other officers, other agencies and of independent
verification of the various relevant documents, we confirm that :
(a)
The
company has made adequate provisions for and/or has taken steps to
provide for adequate security for the
debentures to be issued.
(b) The company has obtained all the permissions necessary for
creating security on the said property(ies).
(c) The company has made all the relevant disclosures about the
security and also its continued obligations towards the debenture holders.
(d) All disclosures made in the draft prospectus/letter of offer
with respect to the security are true, fair and adequate to enable the
investors to make a well informed decision as to the investment in the proposed
issue.
(3) We have satisfied ourselves about the
ability of the company to service the debentures.
Place : Debenture Trustee to the issue with his seal
Date :]
[Clause 5.3.3.2(ii)]
FORMAT FOR DUE DILIGENCE CERTIFICATE AT
THE TIME OF FILING THE OFFER DOCUMENT WITH ROC
To
Securities and Exchange Board of
Mumbai/Chennai/New
Dear Sir(s),
Sub: Public issue of
...........................shares of ........................... etc. (Details
of the issue)
This is to certify that the offer document
filed with the Registrar of Companies on ......... was suitably updated under
intimation to the Board and that the said offer document contains all the
material disclosures in respect of the issuer company as on the said date.
We confirm that the registration of all the
Intermediaries named in the offer document are valid as on date and that none
of these intermediaries have been debarred from functioning by any regulatory
authority.
We confirm that written consent from
shareholders has been obtained for inclusion of their securities as part of
promoters’ contribution subject to lock-in.
We further confirm that the securities
proposed to form part of promoters’ contribution and subject to lock-in, have
not been disposed/sold/transferred by the promoters during the period starting
from the date of filing the draft prospectus with SEBI till date.
Yours faithfully,
[Clause 5.3.3.2(iii)]
FORMAT FOR DUE DILIGENCE CERTIFICATE AT
THE TIME OF OPENING OF THE ISSUE
To
Securities and Exchange Board of
Mumbai/Chennai/New
Dear Sir(s),
Sub: Public issue of
...........................shares of ....................... etc. (Details of
the issue)
This is to certify that all the material
disclosures in respect of the issuer company as on the date of opening of the
issue have been made through the offer document filed with ROC on
....................and subsequent amendments/advertisements (if applicable)
dated .................
We confirm:
(a) that the registration of all the Intermediaries named in the
offer document are valid as on the date and that none of these intermediaries
have been debarred from functioning by any regulatory authority as on the date;
(b) that written consent from shareholders has been obtained for inclusion
of their securities as part of promoters’ contribution subject to lock-in;
(c) that the securities proposed to form part of promoters’
contribution and subject to lock-in, have not been disposed of/sold/transferred
by the promoters during the period starting from the date of filing the draft
prospectus with the SEBI till date;
(d) that the abridged prospectus contains all the disclosures as
specified in the SEBI guidelines for Disclosure and Investor Protection.
Yours faithfully,
[Clause 5.3.3.2(iv)]
FORMAT FOR DUE DILIGENCE CERTIFICATE
AFTER THE ISSUE HAS OPENED BUT BEFORE IT CLOSES FOR SUBSCRIPTION
To
Securities and Exchange Board of
Mumbai/Chennai/New
Dear Sir(s),
Sub: Public issue of
...........................shares of ...................... etc. (Details of
the issue)
This is to certify that all the material
disclosures in respect of the issuer company as on date have been made through
the offer document filed with ROC on ............ and subsequent amendments/advertisements
(if applicable) dated ............................
We confirm that the registration of all the
Intermediaries named in the offer document are valid as on date and that none
of these intermediaries have been debarred from functioning by any regulatory
authority as on date.
We also confirm that the securities proposed
to form part of promoters’ contribution and subject to lock-in, have not been
disposed of/sold/transferred by the promoters during the period starting from
the date of filing the draft prospectus with the SEBI till date.
Yours faithfully,
[Clause 5.9.1(c)]
MANDATORY COLLECTION CENTRES
A.
NORTHERN REGION
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S. No. |
Exchange |
City |
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(1) |
(2) |
(3) |
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1. |
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2. |
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3. |
Jaipur Stock Exchange |
Jaipur |
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4. |
U.P. Stock Exchange |
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B.
SOUTHERN REGION
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S. No. |
Exchange |
City |
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(1) |
(2) |
(3) |
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1. |
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2. |
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3. |
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4. |
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5. |
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6. |
Mangalore Stock Exchange |
Mangalore |
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C. EASTERN REGION |
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S. No. |
Exchange |
City |
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(1) |
(2) |
(3) |
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1. |
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2. |
Gauhati Stock Exchange |
Gauhati |
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3. |
Magadh Stock Exchange |
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4. |
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D. WESTERN REGION |
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4 |
Exchange |
City |
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(1) |
(2) |
(3) |
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1. |
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2. |
National Stock Exchange |
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3. |
OTC Exchange of |
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4. |
Pune Stock Exchange |
Pune |
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5. |
M.P. Stock Exchange |
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6. |
Vadodara Stock Exchange |
Vadodara |
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7. |
Ahmedabad Stock Exchange |
Ahmedabad |
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8. |
Saurashtra Kutch Stock
Exchange |
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[See clause 6.1.1]
ORDER OF PRESENTATION OF DISCLOSURES IN
PROSPECTUS
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Sr. |
Contents of offer document No. |
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I. |
Cover Pages |
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1. Front Cover Pages: (i)
Issue Details: (a) Logo, name, previous name, if any,
address, telephone number, fax number, contact person, website address and
e-mail address of the issuer company. (b) Nature, number, price and amount of
instruments offered and issue size, as may be applicable. (c) Risks in relation to first issue. (d) General risk regarding investments in
equity. (e) Issuer’s Absolute Responsibility clause. (f) Logo, names and addresses of all the Lead
Merchant Bankers with their titles who file the prospectus with the Board,
along with their telephone numbers, fax numbers, website addresses and e-mail
addresses. (g) Logo, names of the Registrar to the Issue,
along with its telephone number, fax number, website address and e-mail
address. (h) Issue Schedule. (i) Credit
Rating, if applicable. (j) Names of the Stock Exchanges where listing
is proposed along with details of in-principle approval. 2. Back Cover Pages |
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II. |
Table of Contents |
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To include all the main heads. |
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III. |
Definitions and Abbreviations 1. Conventional/General terms. 2. Offering-related Terms. 3. Company/Industry-related Terms. 4. Abbreviations. |
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IV. |
Risk Factors 1. Forward-looking Statements and Market Data,
if any (to be disclosed on voluntary basis). 2. Risk Factors: (i) Risks
envisaged by Management. (ii) Proposals, if any, to address the risks. (iii) Notes to the risk factors. |
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V. |
Introduction 1. Summary: (i) Summary of
the industry and business of the issuer company. (ii) Offering details in brief. (iii) Summary Consolidated Financial, Operating
and Other Data. 2. General Information: (i) Name, address
of registered office and the registration number of the issuer company, along
with the address of the Registrar of Companies where the issuer company is registered. (ii) Board of Directors of the issuer company. (iii) Brief details of the Chairman, Managing
Director, Whole-Time Director, etc. (iv) Names, addresses, telephone numbers, fax
numbers and e-mail addresses of the Company Secretary, Legal Advisor and
Bankers to the Company. (v) Name, address, telephone number, fax
number and e-mail address of the Compliance Officer. (vi) Names, addresses, telephone numbers, fax
numbers, contact person, website addresses and e-mail addresses of the
Merchant Bankers, Co-Managers, Registrars to the Issue, Bankers to the Issue,
Brokers to the Issue, Syndicate members, etc. (vii) Names, addresses, telephone numbers, fax
numbers and e-mail addresses of the auditors of the issuer company. (viii) Statement of inter se allocation of
responsibilities among Lead Managers. (ix) Credit Rating (in case of debenture issue). (x) Names, addresses, telephone numbers, fax
numbers, website addresses and e-mail addresses of the trustees under
debenture trust deed (in case of debenture issue). (xi) Name of the monitoring agency, if
applicable. (xii) Where the project is being appraised, name,
address, telephone number and e-mail address of the appraising entity. (xiii)
(xiv)
Details of Underwriting, if any. 3. Capital Structure: (i) Capital
structure. (ii) Classes of shares, if applicable. (iii) Notes to capital structure. 4. Objects of the Offering: (i) Funds
Requirement. (ii) Funding Plan (Means of Finance). (iii) Appraisal. (iv) Schedule of Implementation. (v) Funds Deployed. (vi) Sources of Financing of Funds already
deployed. (vii) Details of Balance Fund Requirement. (viii) Interim Use of Funds. (ix) Basic Terms of Issue. (x) Basis for issue price. (xi) Tax Benefits. |
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VI. |
About the Issuer Company 1. Industry overview. 2. Business overview. (i) Details of
the business of the issuer company: (a) Location of the project. (b) Plant, machinery, technology, process,
etc. (c) Collaborations, any performance guarantee
or assistance in marketing by the collaborators. (d) Infrastructure facilities for raw
materials and utilities like water, electricity, etc. (e) Products/services of the company. (ii) Business strategy: (a) Brief statement about business strategy. (b) Brief statement about future prospects,
including capacity & capacity utilization and projections. (iii) Competitive strengths (to be disclosed on a
voluntary basis). (iv) Insurance (to be disclosed on a voluntary
basis). (v) Property. (vi) Purchase of property. 3. Key Industry-Regulation (if applicable). 4. History and Corporate Structure of the
issuer company: (i) History and
Major Events. (ii) (iii) Subsidiaries of the issuer company, if any
and their businesses. (iv) Shareholders agreements. (v) Other agreements. (vi) Strategic partners. (vii) Financial partners. 5. Management: (i) Board of
Directors. (ii) Compensation of Managing
Directors/Whole-Time Directors. (iii) Compliance with Corporate Governance
requirements. (iv) Shareholding of Directors, including
details of qualification shares held by them. (v) Interest of the Directors. (vi) Change, if any, in the directors in last
three years and reasons thereof, wherever applicable. (vii) Management Organisation
Structure. (viii) Details regarding Key Management Personnel. (ix) Employees. (x) Disclosures regarding employees stock
option scheme/employees stock purchase scheme of the issuer company, if any,
as required by the Guidelines or Regulations of the Board relating to Employee
Stock Option Scheme and Employee Stock Purchase Scheme. (xi) Payment or Benefit to Officers of the
Company (non-salary related). 6. Promoters/Principal Shareholders: (i) Details about
promoters who are individuals. (ii) Details about promoters which are
companies. (iii) Common pursuits. (iv) Interest of promoters. (v) Payment or benefit to promoters of the
issuer company. (vi) Related party transactions as per the
Financial Statements. 7. Exchange rates (to be disclosed on
voluntary basis). 8. Currency of presentation. 9. Dividend policy. |
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VII. |
Financial Statements 1. Selected Consolidated Financial and
Operating data. 2. Financial information of the issuer
company. 3. Financial information of group companies. 4. Changes in Accounting Policies in the last
three years. 5. Management’s Discussion and Analysis of
Financial Condition and Results of Operations as Reflected in the Financial
Statements: (i) Overview of
the business of the issuer company. (ii) Significant developments subsequent to the
last financial year. (iii) Factors that may affect Results of the
Operations. (iv) Discussion on Results of Operations. (v) Comparison of recent financial year with
the previous financial years (last three years) on the major heads of the
Profit & Loss Statement. (vi) Liquidity and Capital Resources (to be
disclosed on voluntary basis). (vii) Capital Expenditure (to be disclosed on
voluntary basis). (viii) Foreign Exchange Risk (to be disclosed on
voluntary basis). (ix) Interest rate Risk (to be disclosed on
voluntary basis). (x) Recent accounting pronouncements (to be
disclosed on voluntary basis). |
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VIII. |
Legal & Other Information 1. Outstanding litigations and Material
Developments (i) Outstanding
litigations involving the issuer company. (ii) Outstanding litigations against the issuer
company’s subsidiaries (if applicable). (iii) Outstanding litigations involving the
promoter and group companies. (iv) Material developments since the last
balance sheet date. 2. Government approvals/Licensing
Arrangements: (i) Investment
approvals (FIPB/RBI, etc.). (ii) All Government and other approvals. (iii) Technical approvals. (iv) Letter of intent/industrial license and
declaration of the Central Government/RBI about non-responsibility for financial
soundness or correctness of statements. |
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IX. |
Other Regulatory and Statutory
Disclosures 1. Authority for the issue and details of the
resolution passed for the issue. 2. Prohibition by SEBI. 3. Eligibility of the Issuer Company to enter
the Capital market. 4. Disclaimer clause. 5. Caution. 6. Disclaimer in respect of jurisdiction. 7. Disclaimer clause of the Stock Exchanges. 8. Disclaimer clause of the Reserve Bank of 9. Filing of prospectus with the Board and the
Registrar of Companies. 10. Listing. 11. Impersonation. 12. Consents. 13. Expert opinion obtained, if any. 14. Expenses of the issue. 15. Details of fees payable. 16. Underwriting commission, brokerage and
selling commission. 17. Previous rights and public issues if any
(during the last five years). 18. Previous issues of shares otherwise than for
cash. 19. Commission and brokerage on previous issues. 20. Particulars in regard to the issuer company
and other listed companies under the same management within the meaning under
section 370(1)(B) of the Companies Act, 1956 which made any capital issue
during the last three years. 21. Promise vis-à-vis performance. 22. Outstanding debentures or bonds and
redeemable preference shares and other instruments issued by the issuer
company outstanding as on the date of prospectus and terms of issue. 23. Stock market data for equity shares of the
issuer company, if listed. 24. Mechanism evolved for redressal
of investor grievances. 25. Change, if any, in the auditors during the
last three years, and reasons, thereof. 26. Capitalisation of
reserves or profits (during last five years). 27. Revaluation of assets, if any (during last
five years). |
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X. |
Offering Information 1. Terms of the issue: (i) Ranking of equity
shares. (ii) Mode of payment of dividend. (iii) Face value and issue price/floor
price/price band. (iv) Rights of the equity shareholder. (v) Market lot. (vi) Nomination facility to investor. (vii) Minimum subscription. (viii) Arrangements for Disposal of Odd Lots. (ix) Restrictions, if any, on transfer and
transmission of shares/debentures and on their consolidation/splitting. 2. Issue procedure: (i) Fixed price
issue or book building procedure as may be applicable, including details
regarding bid form/application form, who can bid/apply, maximum and minimum
bid/application size, bidding process, bidding, bids at different price
levels, etc. (ii) Option to subscribe in the issue. (iii) How to apply - availability of forms,
prospectus and mode of payment. (iv) Escrow mechanism: (a) Escrow A/c of the company. (b) Escrow A/c of the syndicate member. (v) Terms of payment and payment into the
Escrow Collection Account. (vi) Electronic registration of bids. (vii) Build up of the book and revision of bids. (viii)Price
discovery and allocation. (ix) Signing of underwriting agreement. (x) Filing of prospectus with the Registrar of
Companies. (xi) Announcement of pre-issue Advertisement. (xii) Issuance of Confirmation of Allocation Note
(“CAN”) and Allotment in the Issue. (xiii)
Designated date. (xiv)
General instructions: (a) Do’s. (b) Don’ts. (c) Instructions for completing the Bid form. (d) Bidders bank details. (e) Bids by NRIs or
FIIs on a repatriation basis. (xv) Payment instructions: (a) Payment into escrow account of the Issuer
Company. (b) Payment into escrow account of the
Syndicate member. (xvi) Submission of bid form. (xvii) Other instructions: (a) Joint bids in the case of individuals. (b) Multiple bids. (c) Pan
or GIR number. (d) Company’s right to reject bids. (e) Equity shares in demat
form with NSDL or CDSL. (f) Investor’s attention invited to contact the compliance officer in case of any pre-issue/post-issue related problems. (xviii) Disposal of application and
Application moneys. (xix) Provisions of sub-section (1) of section
68A of the Companies Act, 1956 relating to punishment for fictitious
applications. (xx) Interest on refund of excess bid amount. (xxi)
Basis of allotment or allocation. (xxii)
Procedure and time of schedule for allotment and issue of certificates. (xxiii)
Method of proportionate allotment. (xxiv)
Letters of allotment or refund orders. (xxv)
Despatch of refund orders. (xxvi)
Interest in Case of Delay in Despatch of Allotment
Letters/Refund Orders in Case of Public Issues. (xxvii)
Undertaking by the company. (xxviii)
Utilisation of Issue Proceeds. (xxix)
Restrictions on foreign ownership of Indian securities, if any. (a) Investment by NRIs. (b) Investment by FIIs. |
|
XI. |
Description of Equity Shares and
Terms of the Articles of Association 1. Rights of members regarding voting,
dividend, lien on shares and theprocess for
modification of such rights and forfeiture of shares. 2. Main provisions of the Articles of
Association. |
|
XII. |
Other Information 1. List of material contracts and documents
for inspection. 2. Declaration.] |
[Clause 6.8.3.2(b)]
PROMOTERS CONTRIBUTION AND LOCK-IN
|
Sr. No. |
Date of Allotment |
Date when made fully Paid-up |
Consideration (Cash, bonus,
kind, etc.) |
No. of Shares |
Face Value |
Issue Price |
% of Post-Issue Paid-up capital |
Lock-in Period |
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[Clause 6.8.3.2(c)]
PROMOTERS’ CONTRIBUTION AND LOCK-IN IN
RESPECT OF PROMOTERS WHOSE NAMEs FIGURE IN THE PROSPECTUS AS PROMOTERS [***]
|
Sr. No. |
Name of the promoter |
Date of Allotment |
Date when made fully Paid-up |
Consideration (Cash, bonus,
kind, etc.) |
No. of shares |
Face Value |
Issue Price |
% of Post- Issue Paid-up capital |
Lock-in Period |
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[Clause 6.10.2.7(b)(v)]
Statement of profits and losses
Year ended March 31, ......
|
|
1991 |
1992 |
1993 |
1994 |
1995 |
|
|
|
|
(Rupees in
lakhs) |
|
|
|
Income |
|
|
|
|
|
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Sales : |
|
|
|
|
|
|
Of products manufactured by the
company |
1000 |
1240 |
1640 |
1800 |
1800 |
|
Of products traded in by the
company |
100 |
60 |
60 |
200 |
200 |
|
Total |
1100 |
1300 |
1700 |
2000 |
2000 |
|
Other income |
10 |
30 |
40 |
60 |
100 |
|
Increase (Decrease) in
Inventories |
40 |
(70) |
60 |
180 |
310 |
|
|
1150 |
1260 |
1800 |
2240 |
2410 |
|
Expenditure |
|
|
|
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|
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Raw materials consumed |
400 |
480 |
630 |
1110 |
1200 |
|
Staff Costs |
200 |
220 |
240 |
340 |
400 |
|
Other manufacturing expenses |
250 |
260 |
280 |
540 |
650 |
|
Administration Expenses |
40 |
42 |
60 |
80 |
85 |
|
Selling and Distribution
Expenses |
110 |
120 |
130 |
190 |
250 |
|
Interest |
60 |
55 |
90 |
200 |
140 |
|
|
1095 |
1227 |
1495 |
2635 |
2795 |
|
Net Profit before tax and
extraordinary items |
55 |
33 |
305 |
(295) |
(385) |
|
Taxation |
25 |
12 |
144 |
(185) |
(235) |
|
Net Profit before Extraordinary
Items |
30 |
21 |
161 |
(110) |
(150) |
|
Extraordinary items (net of tax) |
- |
49 |
(64) |
800 |
1000 |
|
Net Profit after Extraordinary
Items |
30 |
70 |
97 |
700 |
850 |
[Clause 6.10.2.7(b)(vi)]
Statement of Assets and Liabilities
|
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As at March 31st, ........ |
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1991 |
1992 |
1993 |
1994 |
1995 |
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(Rupees in
lakhs) |
||||
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A. |
Fixed Assets : |
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Gross Block |
440 |
750 |
900 |
922 |
1350 |
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Less : Depreciation |
(55) |
(107) |
(170) |
(250) |
(320) |
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Net Block |
385 |
643 |
730 |
672 |
1030 |
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Less : Revaluation Reserve |
(100) |
(95) |
(89) |
(83) |
(75) |
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Net Block after adjustment for
Revaluation Reserve |
285 |
548 |
641 |
589 |
955 |
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B. |
Current Assets, Loans and
Advances : |
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Inventories |
485 |
420 |
720 |
1030 |
3200 |
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Sundry Debtors |
28 |
30 |
30 |
500 |
2500 |
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Cash and Bank Balances |
13 |
14 |
22 |
200 |
400 |
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Loans and Advances |
78 |
100 |
85 |
1100 |
2000 |
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Other Current Assets |
70 |
80 |
55 |
200 |
220 |
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674 |
644 |
912 |
3080 |
8320 |
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C. |
Liabilities and Provisions :
Secured Loans |
376 |
607 |
616 |
620 |
460 |
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Unsecured Loans |
3 |
3 |
- |
- |
4000 |
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Current Liabilities and
Provisions |
250 |
180 |
330 |
460 |
1100 |
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|
(629) |
(790) |
(946) |
(1080) |
(5560) |
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D. |
Networth |
330 |
402 |
607 |
2589 |
3715 |
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E. |
Represented by |
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1. Share Capital |
300 |
300 |
400 |
1600 |
2000 |
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2. Reserves |
130 |
197 |
296 |
1072 |
1790 |
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Less : Revaluation Reserve |
(100) |
(95) |
(89) |
(83) |
(75) |
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Reserves (Net of Revaluation
Reserves) |
30 |
102 |
207 |
989 |
1715 |
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Net worth |
330 |
402 |
607 |
2589 |
3715 |
[Clause 6.10.2.7(i)(iv)]
Tax Shelter Statement
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Year ended March 31st, ........ |
|||||
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1991 |
1992 |
1993 |
1994 |
1995 |
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(Rupees in
lakhs) |
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Tax at Notional Rate |
28 |
70 |
89 |
546 |
675 |
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Adjustments : |
(4) |
(5) |
(20) |
(100) |
(120) |
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Export Profits |
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Difference between |
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Tax Depreciation and |
(6) |
(8) |
(9) |
(10) |
(10) |
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Book Depreciation |
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Other Adjustments |
(3) |
(3) |
(4) |
(4) |
(5) |
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Net Adjustments |
(7) |
(10) |
(25) |
(106) |
(125) |
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Tax Saving thereon : |
(3) |
(5) |
(13) |
(49) |
(58) |
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Total Taxation |
25 |
65 |
76 |
497 |
617 |
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Taxation on extraordinary items |
— |
53 |
(68) |
682 |
852 |
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Tax on profits before
extraordinary items |
25 |
12 |
144 |
(185) |
(235) |
|
[Clause 6.10.2.7(g)(iii)]
CAPITALISATION STATEMENT
|
|
Pre-issue as |
As Adjusted |
|
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at 30-6-1995 |
for issue |
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|
(Rupees in
lakhs ) |
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Short-term Debt |
1870 |
1870 |
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Long-term Debt |
4370 |
4370 |
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Shareholders Funds : |
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Share Capital |
4000 |
4450 |
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Reserves |
14570 |
37520 |
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Total Shareholders Funds |
18570 |
41940 |
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Long-term Debt/Equity |
0.24:1 |
0.10:1 |
Note : Since 31-3-1995 (which is the last date
as of which financial information has been given in para
of this document) share capital was increased from Rs.
3,000 lakhs to Rs. 4,000 lakhs by the issue of bonus shares in the ratio of 1 share
for every 3 shares.
[***]
[Clause 6.8.4.11(a)(vii)]
BASIS
FOR ISSUE PRICE
|
1. Adjusted Earning Per Share
(EPS) |
||||
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(a) 1992-93 |
Rs. |
.41 |
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(b) 1993-94 |
Rs. |
8.39 |
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(c) 1994-95 |
Rs. |
13.82 |
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(d) Weighted Average |
Rs. |
10.94 |
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2. Price/Earning Ratio (P/E) in
relation to Issue Price |
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(a) Based on 94/95 EPS |
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37.63 |
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(b) Industry P/E |
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(i)
Highest |
61.2 |
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(ii) Lowest |
0.8 |
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(iii) Average |
25.3 |
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(*Based on Economic Times of
26-6-1995) |
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3. Return on Net Worth |
||||
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(a) 1992-93 |
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27.36% |
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(b) 1993-94 |
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28.77% |
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(c) 1994-95 |
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33.45% |
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(d) Weighted Average |
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30.88% |
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4_ Minimum Return on Total Net
Worth after Issue needed to maintain EPS at Rs_13_82 |
14.65% |
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5. Net Asset Value (NAV) |
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(a) As at 31-3-1995 |
Rs. |
46.40 |
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(b) After issue |
Rs. |
94.29 |
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(c) Issue price |
Rs. |
520.00 |
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[Clause 7.2.1]
Post issue monitoring reports
Public issue
Subscription status :
(subscribed/undersubscribed)
3-day monitoring report (responsibility: post
issue lead merchant banker)
|
1. |
Name of the Issuer Company |
: |
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2. |
Issue opening date |
: |
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3. |
Earliest closing date |
: |
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4. |
Actual closing date |
: |
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5. |
Date of filing prospectus with RoC |
: |
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6. |
Issue details (as per the
prospectus) |
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6.1 |
Nature of instrument |
: |
(Equity/FCD/PCD/NCD/ Others,
etc.) |
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6.2. |
Offer price per instrument for
different categories |
: |
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6.3 |
Amount per instrument on
application for different categories |
: |
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6.4 |
Issue Size |
: |
(Rs. lakhs) |
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(a) Promoters’ contribution |
: |
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(i) Date of
submission of auditors’ certificate to SEBI for receipt of promoters’
contribution |
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(b) Amount through offer document |
: |
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(including
reserved categories and net public offer) |
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(i) Reserved Category |
Amount
reserved (Rs. lakhs) |
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Firm basis |
Competitive
basis |
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Mutual funds |
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FIS/Banks |
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FIIs |
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NRIs/OCBs |
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Employees |
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Others (Please specify) |
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(ii) Net public offer |
: |
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7. |
(a) Provisional Subscription Details of Net
Public offer including unsubscribed portion of reserved categories |
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(i) Total amount
to be collected on application |
: |
Rs. lakhs |
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(ii) Amount collected on application |
: |
Rs. lakhs |
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(iii) % subscribed i.e. % of (ii) to (i) |
: |
(%) |
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(b) Amount subscribed by the
reserved categories on competitive basis |
: |
Rs. lakhs |
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(8) |
Please tick mark whether 90%
minimum subscription of the amount through offer document is collected. |
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(i) |
Yes |
(ii) No |
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Signed by ............. |
Signed by ............. |
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Registrars to the Issue |
Company |
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Signed by............. |
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Lead Merchant Banker(s) |
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Place: |
Date : |
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Note: This is the responsibility of Lead
Merchant Banker(s) to give correct information after verifying it from the
company and the Registrar to the issue.
·
PUBLIC
ISSUE
Subscription status :
(Subscribed/undersubscribed)
Final post issue monitoring report
(Responsibility: Post issue lead merchant banker)
|
1. |
Name of the Company |
: |
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2. |
Issue opening date |
: |
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3. |
Actual closing date |
: |
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4. |
3-Day Report |
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Due on |
: |
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Submitted on |
: |
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5. |
No. of Collecting Banks |
: |
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(Also specify No. of Bank
Branches) |
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6. |
Bank-wise names of branches
which did not submit final consolidated certificates within 21 days from
closure of issue and mention the |
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dates when they actually
submitted |
: |
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7. |
Subscription Details |
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(a) |
Public Offer (Net) (Including
unsubscribed portion of reserved category added back to net public offer) |
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(1) |
No. of applications received |
: |
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(2) |
No. of instruments applied for |
: |
|
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(3) |
Amount of subscription received |
: |
Rs. |
|
(4) |
No. of times issue subscribed |
: |
|
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(5) |
[***] |
: |
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(6) |
[***] |
: |
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(7) |
[***] |
: |
Rs. |
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(8) |
[***] |
: |
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(b) |
Information relating to reserved
categories |
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Reservations |
No. of applications |
No. of instruments applied for |
Amount subscribed |
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NRIs |
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FIs |
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FIIs |
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MFs |
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Employees |
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Others |
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(Specify) |
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The firm allottees
who did not meet their commitments though mentioned in the prospectus (Please
give their names and amount and whether the promoters have subscribed to that
amount before opening of the issue).
|
9. |
Actual Date of finalisation of Basis of |
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Allotment (enclose copy) |
: |
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10. |
Allotment Details |
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10.1 |
No. of successful allottees per 1 lac shares |
: |
|
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10.2 |
[***] |
: |
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10.3 |
[***] |
: |
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10.4 |
[***] |
: |
|
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10.5 |
No. of unsuccessful allottees |
: |
|
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11. |
Actual Date(s) of completion of despatch of — |
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|
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(a) Refund Orders |
: |
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(b) Cancelled stock invests* |
: |
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(c) Certificates/Allotment
Letters |
: |
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(d) Certificate/allotment letter
against application by stock invest* |
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(e) Reasons for delay in despatch, if any |
: |
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(f) Whether interest paid for
delayed period, if so, for which period |
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12. |
If there is a reservation for NRIs, date(s) of completion of despatch
of— |
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(a) Refund Orders |
: |
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(b) [***] |
: |
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(c) Certificate/Allotment
Letters |
: |
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(d) Reasons for delay in despatch, if any |
: |
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(e) Whether interest paid for
delayed period |
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(f) Date of submission of
application to the RBI for approval for despatch of
share certificates |
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(g) Date of approval received
from RBI |
: |
|
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13. |
Amount of refund due |
: |
Rs. |
|
14. |
Refund Banker(s) (Name and
Address) |
: |
|
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15. |
Date of transfer of refund
amount to Refund Banker, if any |
: |
|
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16. |
Date of completion of despatch of refund orders [***] |
: |
|
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17. |
Name of Designated Stock
Exchange |
: |
|
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18. |
Name of other stock exchanges
where listing is sought |
: |
|
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19. |
Date on which application was
filed with each stock exchange for listing of instruments |
: |
|
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20. |
Date when listing and trading
permission given by each stock exchange (Enclose copies of permission letters
of stock exchanges) |
: |
|
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21. |
Reasons for delay in listing for
trading, if any |
: |
|
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TO BE FILLED UP IN CASE OF UNDERSUBSCRIBED ISSUES ONLY : |
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1. |
If the issue underwritten,
mention the amount of issue underwritten |
: |
|
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2. |
Extent of under subscription on
the date of closure of the issue |
|
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(a) Percentage |
: |
|
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(b) Amount |
: |
|
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3. |
Total No. of Underwriters |
: |
|
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4. |
If devolvement notices had not
been issued, mention how the shortfall was met |
: |
|
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5. |
No. of Underwriters to whom
devolvement notices had been issued |
: |
|
|
6. |
Date of Issue of devolvement
notices |
: |
|
|
7. |
No. of Underwriters who did not
pay devolvement (Please give names, amount under- written and reasons for not
paying) |
: |
|
|
8. |
In case of default from
Underwriters, mention how the shortfall was met |
: |
|
|
9. |
In case where FIs/MFs had subscribed to make up shortfall not as
underwriter |
|
|
|
(a) |
Name of FI/MF |
: |
|
|
(b) |
No. of Instruments applied for |
: |
|
|
(c) |
Amount Received |
: |
|
Certified that the information given above and also in
the enclosures are true to the best of our knowledge and no refund
orders/allotment letters/certificates are pending for despatch
in respect of the issue.
Certified that shares to be locked in are duly inscribed
with the words “Share cannot be hypothecated/transferred/sold till .........”
|
Signed by ............... |
Signed by ............... |
|
Registrars to the Issue |
Company |
|
Signed by............... |
|
|
Lead Merchant Banker(s) |
|
|
Place : |
Date : |
Note:
(i) It is the
responsibility of Lead Merchant banker(s) to give correct information after verifying the facts from the
company and the Registrar to the issue.
(ii) The lead merchant banker shall enclose a certificate from the
refund banker that the amount of refund due from the company to investors is
deposited in a separate account giving details of the total amount deposited in
the account and date of deposit.
·
RIGHTS ISSUE
Subscription status :
(Subscribed/undersubscribed)
3-day monitoring report
(Responsibility: Post issue lead
merchant banker)
|
1. |
Name of the Company |
: |
|
|
2. |
Issue Opening date |
: |
|
|
3. |
Actual closing date |
: |
|
|
4. |
Date of filing letter of offer
with the Stock Exchange |
: |
|
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5. |
Issue Details (as per the letter
of offer) |
: |
|
|
5.1 |
Basis of offer (Ratio) |
: |
|
|
5.2 |
Nature of instrument |
: |
(Equity/FCD/PCD/NCD/Others,
etc.) |
|
5.3 |
Offer price per instrument |
: |
|
|
5.4 |
Amt. per instrument on
application |
: |
|
|
5.5 |
Issue Size |
: |
Amt. in Rs.
lakhs |
|
6. |
Record date |
: |
|
|
7. |
Provisional Subscription Details
of the issue |
: |
|
|
|
(i)
Total Amount to be collected on application |
: |
Rs. lakhs |
|
|
(ii) Amount collected on
application |
: |
Rs. lakhs |
|
|
(iii) % subscribed i.e. % of
(ii) to (i) |
: |
(%) |
|
|
(iv) Please tick mark whether
90% minimum subscription collected |
: |
|
|
|
(i) Yes |
|
(ii) No |
|
Signed by ............. |
|
Signed by ............. |
|
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Registrars to the Issue |
|
Company |
|
|
Signed by............. |
|
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|
Lead Merchant Banker(s) |
|
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|
Place : |
|
Date : |
|
Note : It is the responsibility of Lead Merchant banker(s) to give
correct information after verifying it from the company and the Registrar to
the issue.
·
RIGHTS ISSUE
Subscription status :
(Subscribed/undersubscribed)
50-day monitoring report
(Responsibility: Post issue lead
merchant banker)
|
1. |
Name of the Company |
: |
|
|
2. |
Issue Opening date |
: |
|
|
3. |
Actual closing date |
: |
|
|
4. |
Issue Details (as per the letter
of offer) |
|
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|
4.1 |
Basis of offer |
: |
|
|
4.2 |
Nature of instrument |
: |
(Equity/FCD/PCD/NCD, etc.) |
|
4.3 |
Offer price per instrument |
: |
|
|
4.4 |
Amount per instrument on
application |
: |
Rs. in lakhs |
|
4.5 |
Issue Size |
: |
|
|
5. |
3-Day Report Due on |
: |
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Submitted on |
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|
6. |
No. of Collecting Banks |
: |
|
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|
(Also specify No. of Bank
Branches) |
|
|
|
7. |
Bank-wise names of branches
which did not submit final consolidated certificate within 21 days from
closure of issue and mention the dates when they actually submitted |
: |
|
|
8. |
Details of Subscription |
|
|
|
|
(i)
percentage of rights taken up by— |
|
|
|
|
(a) Promoters |
: |
|
|
|
(b) Other Shareholders |
: |
|
|
|
(ii) percentage of rights
renounced by— |
|
|
|
|
(a) Promoters |
: |
|
|
|
(b) Others |
: |
|
|
|
(iii) percentage of rights taken
by shareholders/renouncees |
: |
|
|
|
(iv) percentage at the disposal
of the Board |
: |
|
|
|
(v) Out of the unsubscribed
portion as in above, taken by |
: |
|
|
|
(a) Promoters |
: |
|
|
|
(b) Others |
: |
|
|
9. |
Promoters shareholdings |
: |
No. of Shares Percentage |
|
|
(a) Prior to the Issue |
: |
|
|
|
(b) On Expanded Capital after
the rights issue |
: |
|
|
10. |
Date of finalisation
of allotment (enclose copy of the basis of allotment) : |
|
|
|
11. |
(a) Name and Address of Refund
Banker |
: |
|
|
|
(b) Amount of refund due |
: |
|
|
|
(c) Date of transfer of refund
amount to |
|
|
|
|
Refund Banker, if any |
: |
|
|
12. |
Actual Date(s) of completion of despatch of— |
|
|
|
|
(a) Refund Orders |
: |
|
|
|
(b) Certificate/Allotment
Letters |
: |
|
|
|
(c) Reasons for delay in despatch, if any |
: |
|
|
|
(d) Whether interest paid for
delayed period, if so, for which period |
: |
|
|
13. |
Name of Designated Stock
Exchange |
: |
|
|
14. |
Names of other stock exchanges
where listing is sought |
: |
|
|
15. |
42nd day from the date of
closure of the issue |
: |
|
|
16. |
Date on which application was
filed with each stock exchange for listing of instruments |
: |
|
|
17. |
Date when listing and trading
permission given by each stock exchange (Enclosed copies of permission
letters of stock exchanges) : |
|
|
|
18. |
Reason for delay in listing for
trading, if any |
: |
|
|
|
To be
filled up in case of undersubscribed issues only: |
|
|
|
1. |
Extent of undersubscription
on the date of closure of the issue |
|
|
|
|
(a) Percentage |
|
|
|
|
(b) Amount |
|
|
|
2. |
Details of Standby assistance,
if any |
|
|
|
|
(a) No. of Underwriters |
: |
|
|
|
(b) No. of Underwriters who did
not pay devolvement (Please give names, amount underwritten and reasons for
not paying) |
: |
|
|
3. |
In case where FIs/MFs had subscribed to make up shortfall not as
underwriter |
|
|
|
|
(a) Name of FI/MF |
: |
|
|
|
(b) No. of Instruments applied
for |
: |
|
|
|
(c) Amount Received |
: |
|
Certified that the information given above and also in
the enclosures are true to the best of our knowledge and no refund
orders/allotment letters/certificates are pending for despatch
in respect of the issue.
Certified that shares to be locked in are duly inscribed
with the words “Share cannot be hypothecated/transferred/sold till .........”
|
Signed by ............. |
Signed by ............. |
|
Registrars to the Issue |
Company |
|
Signed by............. |
|
|
Lead Merchant Banker(s) |
|
|
Place: |
Date : |
Notes:
(i) It is the responsibility of Lead Merchant
banker(s) to give correct information after verifying
it from the company and the Registrar to the issue.
(ii) The lead Merchant Banker shall enclose a certificate from the
refund banker that theamount of refund due from the
company to investors is deposited in a separate account giving details of the
total amount deposited in the account and date of deposit.]
[Clause 7.4.1.2(c)]
UNDERWRITING DEVOLVEMENT STATEMENT
|
Name of the Merchant Banker |
: |
|
Name of the Issuer Company |
: |
|
Issue size |
: |
Issuewise statement of non-acceptance of underwriting
devolvement
|
Sr. No. |
Name of the underwriter |
Amount underwritten |
Amount devolved |
Date of issue of notice of devolvement, if any |
Reasons for not accepting devolvement |
|
|
|
||||||
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[Clause 7.6-1-1 and Clause
11.3-5(iii)]
Illustration explaining the procedure of
allotment
1. Total
shares on offer @ Rs. 600 per share: 10 crore shares
2. Shares
on offer for retail category: 2.5 crore shares
3. The
total issue is oversubscribed 4 times whereas the retail category is
oversubscribed 8.25 times.
4. Issuer
decides to fix the minimum application/bid size as 9 shares (falling within the
range of Rs. 5,000 - Rs.
7,000). Application can be made for a minimum of 9 shares and in multiples
hereof.
Assume three retail investors A, B & C. A
has applied for 81 shares. B has applied for 72 shares and C has applied for 45
shares. As per allotment procedure, the allotment to retail individual
investors would be on proportionate basis i.e. at 1/8.25th of the total number
of shares applied for. The actual entitlement shall be as follows:
|
Sr. No. |
Name of Investor |
Total number of shares applied for |
Total number of shares eligible to be allotted (No. of
shares applied for/8.25) |
|
1 |
A |
81 |
81/8.25 = 9.82 shares rounded
off to 10 shares |
|
2 |
B |
72 |
72/8.25 = 8.73 shares rounded
off to 9 shares (i.e. minimum application size). |
|
3 |
C |
45 |
45/8.25 = 5.45 shares. |
|
|
|
|
Application liable to be
rejected (as the entitlement is less than the minimum application size). |
|
|
|
|
However, the successful
applicants out of the total applicants shall be determined by drawal of lots. |
[Clause 8.6-1(iii)]
Illustration explaining the minimum
application size
An issue is being made at a price of Rs. 390 per share. In this case, the issuer in consultation
with the merchant banker can determine the minimum application lot within the
range of 13-17 shares (in value terms between Rs.
5,000 - Rs. 7,000), as detailed hereunder :
|
Options |
I
|
II |
III |
IV |
V |
|
|
13 |
14 |
15 |
16 |
17 |
|
Rs. 390 per share |
shares |
shares |
shares |
shares |
shares |
|
Application/ Bid amount for 1
lot |
5070 |
5469 |
5850 |
6240 |
6630 |
|
Application/ Bid amount for 2
lots |
10140 |
10920 |
11700 |
12480 |
13260 |
|
Application/ Bid amount for 4
lots |
20280 |
21840 |
23400 |
24960 |
26520 |
|
Application/ Bid amount for 8
lots |
40560 |
43680 |
46800 |
49920 |
— |
|
Application/ Bid amount for 9
lots |
45630 |
49140 |
— |
— |
— |
The options given above are only illustrative
and not exhaustive.
Where the issuer company in consultation with
merchant banker decides to fix the minimum application/bid size as 14 (Option
II), necessary disclosures to the effect that the applicant can make an
application for 14 shares and in multiples thereof shall be made in the offer
document.
[Clause 8.17.2]
FORMAT OF THE REPORT TO BE SUBMITTED BY
THE MONITORING AGENCY
Name of the monitoring agency :
Monitoring report for the half-year ended
....................
1. Name of the Company:
2. About the issue whose proceeds to be monitored
:
(a) Issue date, type of issue (public/rights), type of instrument (Equity/FCDs, NCDs, PCDs, etc.)
(b)
Issue size (Rs.
crores)
(c) Amount collected (Rs.
crores)
3. Give details of the arrangement made by you to
ensure the monitoring of issue
proceeds.
4. Project details (to be monitored):
(a) Name of the project (particulars and
location):
(b) Cost of the project details : (Rs. crores)
(As
mentioned in the offer document);
|
Item Head |
Original
Cost |
Revised |
Remarks |
|
|
|
|
|
If, any cost overrun, how it is proposed to be
financed.
(c) Progress
in the project :
(i) Expenditure
incurred during the six months period (Rs. crores);
|
Item Head |
During six
months |
Cumulative |
|
|
|
|
(ii) Means of finance raised during six months period
(Rs. crores).
(d) If total cumulative amount raised is more than the expenditure
incurred on the project, explain how the surplus funds are utilised/proposed
to be utilised. Give details on investment like
instruments, maturity, earnings and other conditions. Indicate name of the
party/company in which amounts have been invested. The following data shall be
given separately for investment in group companies and others:
|
Type of
investment/ instrument |
Amount
invested Rs. in lakhs |
Maturity
date |
Earnings |
|
|
|
|
|
(e) Comments of Monitoring Agency on utilisation of funds.
(f) If there is any delay in implementation of the project, the same
may be specified, the reason thereof and the proposed course of action. (Please
give the comparative statement of schedule of various activities as mentioned
in the offer document and their actual implementation).
(g) Status of Government/statutory approvals related to the project
as disclosed in offer document.
(h) Technical assistance/collaboration (Please mention arrangements contemp-lated at the time of issue and the progress
thereafter).
(i) Major deviations from the earlier progress
reports.
(j) Any favourable/unfavourable events
affecting/improving project viability.
(k) Any other relevant information.
Signature :
Name:
Designation:
(Name of the Monitoring Agency)
[Clause 11.3.5(iia)]
Illustration regarding allotment to QIBs
A. Issue
Details
|
Sl. No. |
Particulars |
Issue details |
|
1. |
Issue size |
200 crore
equity shares |
|
2. |
Allocation to QIB (50%) |
100 crore
equity shares |
|
|
Of which |
|
|
|
a. Reservation to MF (5%) |
5 crore
equity shares |
|
|
b. Balance for all QIBs including MFs |
95 crore
equity shares |
|
3. |
No. of QIB applicants |
10 |
|
4. |
No. of shares applied for |
500 crore
equity shares |
B. Details of QIB Bids
|
Sl. No. |
Type of QIB bidders |
No. of shares bid for (in crores) |
|
1. |
A1 |
50 |
|
2. |
A2 |
20 |
|
3. |
A3 |
130 |
|
4. |
A4 |
50 |
|
5. |
A5 |
50 |
|
6. |
MF1 |
40 |
|
7. |
MF2 |
40 |
|
8. |
MF3 |
80 |
|
9. |
MF4 |
20 |
|
10. |
MF5 |
20 |
|
|
Total |
500 |
|
|
A1-A5 |
(QIB bidders other than MFs) |
|
|
MF1-MF5 |
(QIB bidders which are MFs) |
C. Details of allotment to QIB
bidders/applicants
(No. of equity shares in crores)
|
Type of QIB bidders |
Shares bid for |
Allocation of 5 crore shares to
MF proportionately (See Note 2) |
Allocation of balance 95 crore
shares to QIBs proportionately (See Note 4) |
Aggregate allocation to MFs |
|
(I) |
(II) |
(III) |
(IV) |
(V) |
|
A1 |
50 |
0 |
9.60 |
0 |
|
A2 |
20 |
0 |
3.84 |
0 |
|
A3 |
130 |
0 |
24.95 |
0 |
|
A4 |
50 |
0 |
9.60 |
0 |
|
A5 |
50 |
0 |
9.60 |
0 |
|
MF1 |
40 |
1 |
7.48 |
8.48 |
|
MF2 |
40 |
1 |
7.48 |
8.48 |
|
MF3 |
80 |
2 |
14.97 |
16.97 |
|
MF4 |
20 |
0.5 |
3.74 |
4.24 |
|
MF5 |
20 |
0.5 |
3.74 |
4.24 |
|
|
500 |
5 |
95 |
42.42 |
Notes:
1. The
illustration presumes compliance with the provisions of clause 7.6.1.1 of the
guidelines pertaining to minimum allotment.
2. Out
of 100 crore equity shares allocated to QIBs, 5 crores (i.e. 5%) will be
allocated on proportionate basis among 5 mutual fund applicants who applied for
200 shares in QIB category.
3. The
balance 95 crore equity shares [i.e. 100 - 5
(available for MFs)] will be allocated on
proportionate basis among 10 QIB applicants who applied for 500 shares
(including 5 MF applicants who applied for 200 shares).
4. The figures at Col. No. IV are arrived as
under:
a. For QIBs other than
mutual funds (A1 to A5) = No. of shares bid for (i.e. Col. II) × 95/495.
b. For mutual funds (MF1 to MF5) = {No. of shares
bid for (i.e Col. II) less shares allotted (i.e. Col.
III)} × 95/495.
c. The numerator and denominator for arriving at
allocation of 95 crore shares to the 10 QIBs are reduced by 5 crore
shares, which has already been allotted to mutual funds at Col. No. (III).]
[Clause 11.3.5(vii)]
CLARIFICATORY EXAMPLES
(i) In case of an issuer making an initial
public offer : Suppose the post-issue capital is Rs.
100 crores. As per the extant guidelines the
promoters’ contribution shall not be less than 20% of the post-issue capital
subject to the condition that at least 25% of the post-issue capital shall be
offered to the public. In case, the promoters bring in only the minimum
specified contribution, then Rs. 20 crores shall be allocated to the promoters. In such a
scenario,
Allocation
in such a scenario shall be as follows :
Allocation for individual investors applying
for upto 10 tradeable lots
through the syndicate members shall be at least 15% of the post-issue capital (Rs. 100 crores) i.e., at least Rs. 15 crores.
Allocation to Institutional investors as well
as other investors applying through the syndicate members shall be Rs. 65 crores (Rs. 80 crores— Rs. 15 crores).
Allocation to individual investors applying
not through the syndicate members but during the time when the issue is open
would be 10 per cent of the issue size offered to the public through the
prospectus (Rs. 80 crores)
i.e., Rs. 8 crores.
Due to allocation to individual investors
applying not through the syndicate members the post-issue capital would
increase to Rs. 108 crores
and, therefore, the promoters need to bring in extra capital of Rs. 2.4 crores to ensure that their
post-issue holding (Rs. 20 crores
+ Rs. 2.4 crores = Rs. 22.4 crores) does not fall
below the minimum specified percentage (20 per cent of Rs.110.4 crores i.e., Rs. 108 crores + Rs. 2.4 crores).
Allocation to individual investors would,
therefore, total at least Rs. 23 crores
(Rs. 15 crores + Rs. 8 crores).
Similarly, the computation can be
worked out for varying levels of promoters contribution.
The point that needs to be understood is that
in the case of a company going in for an initial public offer and availing of
the facility of book building, the allocation to individual investors applying
through the syndicate members shall be with reference to the post-issue
capital, while the allocation to individual investors applying not through the
syndicate members shall be with reference to the issue size offered to the
public through the prospectus.
(ii) The allocation process shall be as follows for a listed
company : Suppose a listed company with a capital of Rs.
50 crores makes a further issue of capital to the
public of Rs. 50 crores. As
per the guidelines, the promoter has to participate to the extent of 20 per
cent of the proposed issue or ensure that his post-issue holding does not fall
below 20 per cent of the expanded capital.
In case the promoters participate to the
extent of 20 per cent of the proposed issue, then the promoters contribution
shall be Rs. 10 crores. The
amount available for book building, in such a case, shall be Rs. 40 crores, which is the issue
size offered to the public through the prospectus.
Allocation for individual
investors applying for up to 10 tradeable lots
through the syndicate members shall be at least 15 per cent of the proposed
issue size (Rs. 50 crores)
i.e. at least Rs. 7.5 crores.
Allocation to Institutional investors as well
as other investors applying through the syndicate members shall be Rs. 32.5 crores (Rs. 40 crores–Rs.
7.5 crores). 1[***]
Allocation to individual investors
applying not through the syndicate members but during the time when the issue
is open would be 10 per cent of the issue size offered to the public through
the prospectus (Rs. 40 crores)
i.e., Rs. 4 crores.
Due to allocation to individual investors
applying not through the syndicate members the capital issue through the
present issue would increase to Rs. 54 crores and therefore the promoters need to bring in extra
capital of Rs. 1.2 crores
to ensure that their post-issue holding (Rs.10 crores
+ Rs. 1.2 crores = Rs. 11.2 crores) does not fall
below the minimum specified percentage (20 per cent of Rs.
55.2 crores, i.e., Rs. 54 crores + Rs. 1.2 crores).
Allocation to individual investors would,
therefore, total at least Rs. 11.5 crores (Rs. 7.5 crores + Rs. 4 crores).
In case of a listed company going
in for a further issue of capital and availing of the facility of book
building, the allocation to individual investors applying through the syndicate
members shall be with reference to the proposed issue, while the allocation to
individual investors applying not through the syndicate members shall be with
reference to the issue size offered to the public through the prospectus.
(iii) The allocation process shall be as follows for an unlisted
company going in for an offer for sale : Suppose an unlisted company with a
capital of Rs.100 crores makes an offer for sale. As
per the guidelines, the promoters shall ensure that their shareholding after
disinvestment shall not be less than 20 per cent of the total issued capital of
the company subject to the condition that at least 25 per cent of the total
issued capital of the company shall be offered to the public.
In case the promoters shareholding
after disinvestment remains at 20 per cent of the total issued capital, then
the promoters contribution shall be Rs. 20 crores. The amount available for book building, in such a
case, shall be Rs. 80 crores,
which is the issue size offered to the public through the prospectus.
Allocation for individual
investors applying for upto 10 marketable lots
through the syndicate members shall be at least 15 per cent of the post-issue
capital (Rs. 100 crores)
i.e., at least Rs. 15 crores.
Allocation to individual investors applying
not through the syndicate members but during the time when the issue is open
would be 10 per cent of the issue size offered to the public through the
prospectus (Rs. 80 crores)
i.e. Rs. 8 crores.
Allocation to Institutional
investors as well as other investors applying through the syndicate members be Rs. 57 crores (Rs. 80 crores–Rs.
15 crores–Rs. 8 crores). [***]
Allocation to individual investors
would therefore total at least Rs. 23 crores (Rs. 8 crores
+ Rs. 15 crores).
In case of an unlisted company going in for an
offer for sale and availing the facility of book building, the allocations to
the individual investors applying through the syndicate members shall be with
reference to the post-issue capital, while the allocations to the individual
investors not applying through the syndicate members shall be with reference to
the issue size offered to the public through the prospectus. shall
[Clauses 5.6A, 9.4 and 9.5]
FORMATS OF ISSUE ADVERTISEMENTS
PART
A
SAMPLE
FORMAT FOR PRE-ISSUE ADVERTISEMENT FOR PUBLIC ISSUE (FIXED PRICE/BOOK BUILT)
This is only an advertisement for information
purposes and not a prospectus announcement.
ABC LTD.
(Incorporated
on............................................................................................under
the Companies Act
as.......................................................................................................and
subsequently
renamed.......................................................................on......................................)
Registered
Office:................................Tel: .................... Fax ...................
Corporate Office:
..........................................................................................
Tel:
...........................Fax: .....................e-mail:
.................Website: .............
THE ISSUE
Public issue of.................................equity
shares/debentures (if applicable) of Rs.............each
at a price of Rs................(floor price or price
band or as the case may be for Book built issue) for cash aggregating Rs............................(appropriate disclosure for
Book Built issue)
Disclosure as per clause 3.7.1(ii)
The Issue is being made through the 100% Book
Building Process wherein at least ...................% of the Issue shall be
allocated on a [proportionate] basis to Qualified Institutional Buyers.
Further, not less than...................% of the Issue shall be available for
allocation on a proportionate basis to Non-Institutional Bidders and the
remaining...................% of the Issue shall be available for allocation on
a proportionate basis to Retail Bidders, subject to valid bids being received
at or above the Issue Price. (The disclosure about details of allocation shall
be given in case of Book built issues in these lines)
PROMOTERS
xxxx
PROPOSED
LISTING
[Disclaimer Clause of SEBI : SEBI only gives
its observations on the offer documents and this does not constitute approval
of either the issue or the offer document.]
Names of Stock Exchanges
LEAD MANAGERS/BOOK RUNNING LEAD
MANAGERS/CO-BOOK RUNNING LEAD MANAGERS
(as the case may be)
Name, address, telephone and fax
numbers, e-mail ID, website address and contact person
COMPLIANCE OFFICER OF ISSUER
COMPANY
Name, address, telephone and fax
numbers, e-mail ID, website address
CREDIT RATING (only if applicable)
DEBENTURE TRUSTEES (only if applicable)
AVAILABILITY OF APPLICATION FORMS
Names of Issuer, Lead Managers, Book runners,
Syndicate Members, Brokers and Bankers to the issue (as the case may be)
(Addresses optional)
AVAILABILITY OF PROSPECTUS
Investors are advised to refer to the prospectus,
and the risk factors contained therein, before applying in the issue. Full copy
of the prospectus is available at www.sebi.gov.in and
websites of issuer/lead manager/s/Stock Exchange/s at www ...................
ISSUE/BID OPENS ON:
ISSUE/BID CLOSES ON:
Issued
by
Directors
of Issuer
SAMPLE FORMAT FOR ISSUE
OPENING ADVERTISEMENT FOR PUBLIC ISSUES (FIXED PRICE/BOOK BUILT)
This is only an advertisement for information
purposes and not a prospectus announcement.
ABC LTD.
(Incorporated on.............................................................................................under
the Companies Act
as.....................................................................................................and
subsequently
renamed...............................................................on......................................)
Registered
Office:......................................Tel:
......................................Fax......................................
Corporate Office: ...............................................................................................
Tel:
...........................Fax: .....................e-mail:
..................Website: ......................................
THE ISSUE
Public issue of.................................equity
shares/debentures (if applicable) of Rs.............each
at a price of Rs................(Floor price or price
band or as the case may be for Book built issue) for cash aggregating Rs............................ (appropriate disclosure for
Book Built issue)
Disclosure as per clause 3.7.1(ii)
The Issue is being made through the 100% Book
Building Process wherein at least...................% of the Issue shall be
allocated on a [proportionate] basis to Qualified Institutional Buyers.
Further, not less than...................% of the Issue shall be available for
allocation on a proportionate basis to Non-Institutional Bidders and the
remaining...................% of the Issue shall be available for allocation on
a proportionate basis to Retail Bidders, subject to valid bids being received
at or above the Issue Price. (The disclosure about details of allocation shall
be made in case of Book built issues in these lines)
xxxx
PROPOSED
LISTING
[Disclaimer Clause of SEBI : SEBI only gives
its observations on the offer documents and this does not constitute approval
of either the issue or the offer document.]
Names of Stock Exchanges
LEAD MANAGERS/BOOK RUNNING LEAD
MANAGERS/CO-BOOK RUNNING LEAD MANAGERS (as the case may be)
Name, address, telephone and fax
numbers, e-mail ID, website address and contact person
COMPLIANCE OFFICER OF ISSUER
COMPANY
Name, address, telephone and fax
numbers, e-mail ID, website address
CREDIT RATING (only if applicable)
DEBENTURE TRUSTEES (only if applicable)
AVAILABILITY OF APPLICATION FORMS
Names of Issuer, Lead Managers, Book runners,
Syndicate Members, Brokers and Bankers to the issue (as the case may be)
(Addresses optional)
AVAILABILITY OF PROSPECTUS
Investors are advised to refer to the
prospectus, and the risk factors contained therein, before applying in the
issue. Full copy of the prospectus is available at www.sebi.gov.in
and websites of issuer/lead manager/s/Stock Exchange/s at www........
ISSUE/BID OPENS TODAY
Issued
by
Directors
of Issuer
SAMPLE FORMAT FOR ISSUE
CLOSING ADVERTISEMENT FOR PUBLIC ISSUES (FIXED PRICE/BOOK BUILT)
This is only an advertisement for information
purposes and not a prospectus announcement.
ABC LTD.
(Incorporated
on...............................................................................................under
the Companies Act
as..........................................................................................................and
subsequently
renamed.......................................................................on......................................)
Registered
Office:......................................Tel:
...................Fax...................
Corporate
Office:..................................................................................................................
Tel:
...........................Fax: .....................e-mail:
..................Website: ...................
THE ISSUE
Public issue
of........................................equity shares (if applicable) of Rs.............each at a price of Rs................(Floor
price or price band or as the case may be for Book built issue) for cash
aggregating Rs............................
(appropriate disclosure for Book Built issue)
Disclosure as per clause 3.7.1(ii)
The Issue is being made through the 100% Book
Building Process wherein at least...................% of the Issue shall be
allocated on a [proportionate] basis to Qualified Institutional Buyers.
Further, not less than...................% of the Issue shall be available for
allocation on a proportionate basis to Non-Institutional Bidders and the
remaining...................% of the Issue shall be available for allocation on
a proportionate basis to Retail Bidders, subject to valid bids being received
at or above the Issue Price. (The disclosure about details of allocation shall
be made in case of Book built issues in these lines)
PROMOTERS
PROPOSED
LISTING
[Disclaimer Clause of SEBI : SEBI only gives
its observations on the offer documents and this does not constitute approval
of either the issue or the offer document.]
Names of Stock Exchanges
LEAD MANAGERS/BOOK RUNNING LEAD
MANAGERS/CO-BOOK RUNNING LEAD MANAGERS (as the case may be)
Name, address, telephone and fax
numbers, e-mail ID, website address and contact person
COMPLIANCE OFFICER OF ISSUER
COMPANY
Name, address, telephone and fax
numbers, e-mail ID, website address
CREDIT RATING (only if applicable)
DEBENTURE TRUSTEES (only if applicable)
AVAILABILITY OF APPLICATION FORMS
Names of Issuer, Lead Managers, Book runners,
Syndicate Members, Brokers and Bankers to the issue (as the case may be)
(Addresses optional)
AVAILABILITY OF PROSPECTUS
Investors are advised to refer to the
prospectus, and the risk factors contained therein, before applying in the issue.
Full copy of the prospectus is available at www.sebi.gov.in
and websites of issuer/lead manager/s/Stock Exchange/s at www...........
ISSUE/BID CLOSES TODAY
Issued
by
Directors
of Issuer]
[Clause 11.3.5(viii)]
|
T |
T+1 |
T+2 |
T+3 |
T+4 |
T+5 |
T+6 |
|
Book Closed |
l Price Determination l Determination of offer size |
l Registrar draws the allocation list l All entered bids assumed as valid |
l Stock Exchanges approve the basis of allocation l Final prospectus printed and dispatched l CANs sent to QIBs
l Allocation details electronically communicated by Registrar/ Company
to brokers |
l Pay-in (Only high- value) l Bankers to confirm clearance of fund l Board Meeting l Stock Exchanges to issue the listing and trading permission l Company to instruct NSDL/CDSL to credit shares to the demat account of brokers |
l Brokers account to be credited with shares l Broker to credit shares to the demat
account of investors |
l Trading commences |
[Clause 13A.7.2 ]
DISCLOSURES IN PLACEMENT DOCUMENT
1. Disclaimer to the effect that
the Memorandum relates to an issue made to Qualified Institutional Buyers under
Chapter XIIIA and that no offer is being made to the public or any ot class of investors.
2. Glossary
of Terms/Abbreviations
3. [Financial
Statements Contained Herein]
4. Merchant
Bankers/Managers to the placement and other advisors
5. Summary
of the Offering and Instrument
6. Risk
Factors
7. Market
Price Information
Disclose particulars of:—
a. high,
low and average market prices of shares of the company during the preceding
three years
b. monthly
high and low prices for the six months preceding the date of filing of the
prospectus
c. number
of shares traded on the days when high and low prices were recorded in the
relevant stock exchange during period of (i) and (ii)
above, and total volume traded on those dates
d. the
stock market data referred to above shall be shown separately for periods
marked by a change in capital structure, with such period commencing from the
date the concerned stock exchange recognizes the change in the capital
structure (e.g., when the shares have become ex-rights or ex-bonus)
e. the
market price immediately after the date on which the resolution of the Board of
Directors approving the issue was approved
f. the
volume of securities traded in each month during the six months preceding the
date on which the offer document is filed with ROC
g. Along
with high, low and average prices of shares of the company, details relating to
volume of business sstransacted should also be stated
for respective periods.
8. Use
of proceeds
a. purpose of the issue;
b. break-up of the cost of project for which the
money is raised through issue;
c. the means of financing such project; and
d. proposed deployment status of the proceeds at
each stage of the project.
9. Capitalization
Statement
10. Dividends
11. Selected Financial and Other Information
The audited consolidated or unconsolidated
financial statements prepared in accordance with Indian GAAP shall contain the
following:
a. Report of Independent Auditors on the Financial
Statements
b. Balance Sheets
c. Statements of Income
d. Schedules to Accounts
e. Statements of Changes in Stockholders’ Equity
f. Statements of Cash Flows
g. Statement of Accounting Policies
h. Notes to Financial Statements
i. Statement
Relating to Subsidiary Companies (in case of unconsolidated financial
statements)
12. Management’s
Discussion and Analysis of Financial Condition and Results of Operations
13. Industry
Description
14. Business
Description
15. Organizational
Structure and Major Shareholders
16. Board
of Directors and Senior Management
17. Taxation
Aspects relating to the Instrument
18.
Legal Proceedings
19. Accountants
20. General
Information
21.
Such Other information as is appropriate
to enable the investor to make an informed decision.
[Clauses 16.1.1(b), 16.2.3.1 and 16.2.4.3]
Jurisdiction of Regional Offices/Head
Office of the Board
|
Regional Office/ Head Office |
Territorial Jurisdiction |
Address of Sebi Office |
|
Northern Region |
Haryana, |
Block No. 1, Rajendra Bhavan,
|
|
Eastern Region |
|
FMC, Fortuna, 5th Floor, 234/3A, |
|
Southern Region |
Andhra Pradesh, Karnataka, Kerala, Tamil Nadu and |
3rd Floor D’monte, Building No. 32, |
|
Head Office |
Gujarat, Maharashtra, Madhya Pradesh, Dadra and Nagar Haveli and |
(1) Mittal Court, ‘B’ Wing, 1st Floor, 224 Nariman Point Mumbai - 21. (2) Earnest House, 14th Floor Nariman Point Mumbai - 21. |
[Clauses 16.1.3 and 16.1.4(c)]
FORMAT FOR SUBMITTING DRAFT and final OFFER DOCUMENT
ON A COMPUTER FLOPPY
1. The
soft copies of draft offer documents shall be submitted in both HTML and PDF
formats in a floppy placed in a sealed envelope. The floppy (1.44 MB, write
protect mode) should be submitted in a sealed envelope.
2. One
floppy shall contain prospectus/letter of offer of a single issue only and in
one single file.
3. They
must go through the offer documents after conversion into HTML and PDF formats
thoroughly to ensure that their internal notings,
additions/deletions or corrections do not appear in the final format which is
submitted to SEBI. It is to be ensured that the data given in the tables is in
systematic order. It is to be understood that merchant bankers are fully
responsible for the contents of soft copies of the offer documents.
4. The
merchant bankers are required to submit an undertaking to SEBI while filing the
offer document certifying that the information contained in the floppy is in
HTML format and matches exactly with the contents of the hard copy.
5.The floppies containing the soft copy of the
offer document should have a stickerduly
posted giving the following
information :
(a) the name of merchant banker
(b) name of the issuer company
(c) issue type (public/rights/offer for sale)
(d) signature by the person who has signed the due
diligence certificate.
6. If the requirements of this circular regarding submission of
soft copy of the offer
document are not fulfilled, the offer document
would not be processed.
7. Merchant
bankers are further advised to confirm to SEBI in writing, within one day of
the posting of draft offer document on the website (if the next day is a
holiday, on the first working day), that the contents of the draft offer
document appearing on the website are in order.
8. The
merchant bankers are advised to follow the above procedure explained above in
respect of the draft offer document, for the final offer document as well. The
sticker mentioned at clause (5) above shall contain following additional
information :
(a) date of filing with Registrar of Companies/stock exchange,
(b) issue opening date.]
[Clause 16.1.5(c)]
INFORMATION TO BE SUBMITTED WITH SOFT
COPY OF DRAFT AND FINAL OFFER DOCUMENTS
|
1. Soft copy submitted by: |
|
|
2. Content Title: |
|
|
3. Whether the Documents are in HTML Format? |
YES/NO |
|
4. Whether the tabular data in the HTML format
are in order? |
YES/NO/N.A. |
|
5. Whether the Sr. Numbers of paragraph/points
are in order and matches with the printed copy? |
YES/NO/N.A. |
|
6. Whether the alignments of all paragraphs are
in order? |
YES/NO |
|
7. Whether all relevant image files, if any are
available in the floppy? |
YES/NO/N.A. |
|
8. Whether the contents of the HTML format and
Hard copy of the document have been compared and found to be in order? |
YES/NO |
|
9. Whether the letter of confirmation for the
point No. 8 has been enclosed? |
YES/NO |
|
10. Whether the spacing between lines and
paragraphs is uniform? |
YES/NO |
|
11. Remarks, if any |
|
|
Prepared by : |
Verified
by |
|
Date: |
|
|
|
|
(For office use only)
FOR THE USE OF DIVISION/DEPARTMENT CONCERNED
Date of receipt of floppy: RNI
No:.......................
Whether the contents of floppy are prima facie
in Order: Yes/No.
|
Secretary |
Officer |
Division Chief |
|
Date: |
|
|
FOR THE USE OF INFORMATION SYSTEMS DIVISION
Date of receipt of floppy:
Whether the contents of floppy are prima facie
in order: YES/NO
Date on which the document is displayed on the
SEBI website:
Secretary Officer Division Chief
For the use of Department/Division concerned
and ISD
The contents on the net were verified and
found to be prima facie in order.
[Clause 16.2.4.1(b)]
Application form for issue of no
objection certificate for release of 1% deposit placed with the designated
stock exchange (to be submitted to the Board on Issuer Company’s Letter Head)
1. Issue details indicating :
(a) Name of the Company
(b) Details of Registrars
(c) Nature and size
(d) Date of closure
(e) No. of applications received and amount
subscribed
(f) No. of times the issue was subscribed
(g) First and last date of despatch
of original refund orders/cancelled stockinvests
(h) First and last date of despatch
of allotment letters/certificate
(i) First and last date of sending security
certificates to NRIs (Enclose RBI acknowledgement
letter). If acknowledgement is not received, date of filing the documents with
RBI along with a copy of a letter forwarded to RBI
(j) Mode of despatch of
Refund orders/Allotment letters/Certificates
(k) Total amount transferred to the Refund Account and balance
outstanding as of latest date (Enclosed bank certificate)
(l) Name of the Designated Stock Exchange and the
amount deposited as 1% deposit.
2. A note on the existing
complaint redressal system followed by the
Company/Registrar to the Issue highlighting :
(a) name and address of Compliance Officer
(b) infrastructure
(c) manpower
(d) computer back-up
(e) level of attention and
(f) average time taken in solving the complaints
3. Performance in redressal
of investor complaints
(a) Status of investor complaints as on a recent date against the
company in the following format :
|
|
Sr. |
Source |
No. of Complaints |
||
|
|
No. |
|
Received |
Resolved |
Pending |
|
|
(i) |
Directly |
|
|
|
|
|
(ii) |
SEBI |
|
|
|
|
|
(iii) |
Stock Exchange |
|
|
|
|
|
(iv) |
Investor Associations |
|
|
|
(b)State briefly the nature of
complaints indicating the approximate percentage break-up of various types
(c) Give reasons for pendency
of complaints.
4. A
copy of the letter from the concerned Designated stock exchange directing the
company to obtain NOC from the Board.
5. A
copy of the letter from the respective stock exchanges giving permission for
trading in the shares of the issue for which NOC is sought (Give reasons for
delay, if any, in listing of securities).
6. A
Certificate from the concerned Designated stock exchange to the effect that
underwriting/brokerage commission as well as Registrars/Lead Managers fees have
been duly paid by the company.
7. Certificate
from the Registrars countersigned by the post issue lead manager that the
certificates to the NRIs have been dispatched.
8. Any
other information.
Certified that the information given above and
also in the enclosures are true to the best of our knowledge and no refund
orders/allotment letters/certificates are pending for despatch
in respect of the issue.
|
FOR COMPANY |
Place : |
|
(Name & Signature of |
Date : |
[Clause 16.2.4.5(b)]
PROFORMA FOR SENDING RESPONSES TO SEBI
(i) The proforma in
which companies shall send their responses to investor complaints is as
specified below.
(ii) The proforma
shall be strictly adhered to, failing which the replies will not be updated.
|
Sr. No. |
Company Ref. No. |
Type/ Category |
Name of complainant |
Action taken in brief |
Date of action |
Despatch details Reg. No. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes :
(a) Action taken in brief should indicate the action taken by the
company to resolve the complaint.
(b) Where the company has asked the investor to execute an indemnity
bond, the company has to invariably furnish the proof of original despatch of refund orders/certificates/dividends/interest
warrants/maturity amounts by giving date of despatch
and Registration No.
(c) In case where further details are sought from the investor like
Application No., Folio No., Bank Serial No., etc., and no response is
forthcoming from the investor, the company is required to send at least two
reminders by UCP over an interval of two months each from the despatch of first letter and intimate SEBI giving proof of
postal despatch of such reminder letters along with
one specimen copy of the reminders sent.
Sample Example :
|
Sr. No. |
Company Ref. No. |
Type/ category |
Name of complainant |
Action taken in brief
|
Date of action |
Despatch details Reg. No. |
|
1. |
95/1/35808/ 01 |
IA |
XYZ |
Refund Order No. 2345678 |
31/12/94 |
3329 |
|
2. |
95/1/24678/ 02 |
IA |
ABC |
Indemnity format sent Original R/O sent lost
in postal transit |
5/5/95 12/12/94 |
2684 |
|
3. |
94/1/98356/ 09 |
IA |
LMN |
Bank Sr. Number asked on ................... |
10/01/95 |
|
|
|
|
|
|
Reminder I sent on
.................................... |
15/03/95 |
|
|
|
|
|
|
Reminder II sent on
........................... |
25/05/95 |
|
|
|
|
|
|
(Specimen enclosed with postal proof) |
|
|
|
4. |
94/1/12346/ 09 |
IIIB |
PQR |
Shares transferred |
06/03/95 |
34566 |
[Clause 16.3.1.1(c)]
ADDITIONAL INFORMATION FOR RENEWAL OF
REGISTRATION AS MERCHANT BANKER
·
Key
personnel
·
Detailed
bio-data clearly giving following information for the key personnel who joined
merchant banking division after the previous registration :
·
Name :
·
Qualification
:
·
Designation
in the applicant company :
·
Experience
details giving information about : name of the organisation,
duration, area of work [including of sapplicant
company, if any].
·
A copy of
experience certificate from previous employers, copy of appointment letter, ,
copy of experience certificates and copy of salary slip in the applicant
company.
·
Details
of directors
·
If any of
the Directors are wholetime directors the same to be
indicated.
·
Details
of membership of stock exchange
·
If the
applicant company/associate company/group company/subsidiary company of these
are member of any recognised stock exchange, the
following be submitted :
(i) A conduct certificate from the concerned
stock exchange regarding its functioning as member ;
(ii) Details regarding payment of fees and also whether the member is
facing any charges/disciplinary action or if in past any such action has been
taken by the concerned stock exchange/Board ;
(iii) NOC from the stock exchange for functioning as a merchant banker
(in case applicant company holds a corporate membership)/Director/full time
employee.
· Final accounts
· A copy of audited annual accounts (including
Auditors’ report and schedules) as on ...... .........(latest F.Y.)/as on date
of meeting the net worth criteria.
· State whether issuer company is registered as
Non-Banking Finance Company with RBI. If yes , state the place where it is
registered and give the registration number and details about any comment of
RBI for their inspection for latest three financial years.
· Declarations to be furnished : (to be signed
by two Directors)
“We hereby declare and undertake as under :
(i) That the applicant company, its promoter,
director, partner or employee has not at any time been convicted for any
offence involving moral turpitude or has been found guilty of any economic
offence.
(ii) That the applicant company/associate company, its promoters,
directors, partnersor employees are not involved in
any litigation connected with the securities market and there are no charges
against them as on date.
(iii) That none of the associate, subsidiary, interconnected or
group company of the applicant company has applied or has been granted
registration by the Board to undertake merchant banking activities.
(iv) That the applicant company/associate company, its directors,
partners are not facing any charges/disciplinary action from any stock
exchange.
(v) That the applicant company, its associates, its director,
partner or principal officer is not involved in the securities scam and are not
named in the Janakiraman Committee Report/ JPC
Report. (If involved, detailed comments may be forwarded).
(vi) That all investments indicated in the certified annual
accounts are held in the name of the company only”. (If not, details of such
holdings may be forwarded).
[Clause 16.3.2.1(a)]
FORMAT FOR HALF YEARLY REPORT TO BE
SUBMITTED BY MERCHANT BANKERS
(For the period ending
September/March, 200.......)
1. Name/Category of registration.
2. SEBI Registration No.
3. Name of the Compliance Officer.
4. Addition/deletion/change in address, etc. of
branch offices from last submitted report.
5. Change,
if any, in constitution of the organisation (private
limited, public limited, partnership, merger, acquisition, etc.)
6. Change, if any, in directorship details since
the last report :
|
Name |
Induction/ retirement/ resignation |
Reasons |
Effective qualification date |
Brief experience (in case of induction) |
Share in the company |
|
|
|
|
|
|
|
7. Change
in the key management personnel since last report (since grant of registration
incase of first report) :
|
Name |
Date of App./ Resignation/Termination |
Qualification |
Experience |
|
|
|
|
|
8. Change including addition to/in associate
concerns :
|
Name of Co./firm |
Nature of change |
Activities handled |
Nature of interest with merchant banker |
|
|
|
|
|
9. New activities undertaken/discontinuation of
any existing activities :
|
Activity |
When commenced/ discontinued reasons for discontinuation |
Object of the new activities |
|
|
|
|
|
|
|
|
10. Details of all pending litigations involving
the merchant banker.
11. Issue management activities (Attach separate
sheet if required) :
|
Name of issuer Companies |
Type of issue (public/rights/composite) |
Instrument |
|
Offer amount (Rs. in lakhs) |
Issue Price/ Conversion Price |
Issue opening date |
|
Issue closing date |
No. of times oversubscribed |
Functional Responsibility |
|
Stock Exchanges where instruments were to be listed |
Reasons for delay in listing |
First date of trading in respective SEs |
|
Opening trading price at respective SEs |
Current market price |
Remarks |
12. Penalty/warnings given by SEBI, if any.
13. Underwriting activities
13.1 Total number of issues underwritten during the
period.
13.2 Total amount underwritten during the period (Rs. in lakhs).
13.3 Outstanding underwriting commitment at the
close of the period (Rs. in lakhs).
13.4 Details of disputed/devolved cases
|
Sr. No. |
Name of the issuer |
Instrument |
Amount under- written (Rs. in lakhs) |
Amount devolved (Rs. in lakhs) |
Devolvement met yes/no |
If not met, the reasons thereof and how dispute was
settled |
Penalty/ warning if any issued by SEBI |
|
|
|
|
|
|
|
|
|
14. Redressal of
investor grievances
14.1 System of redressal
of investor grievances (a brief write up),—
(i) Number of
investor grievances received during the period;
(ii) Nature of grievances;
(iii) Number of grievances resolved;
(iv) Number of grievances pending;
(v) The date of oldest grievance
15. Financial information
|
Capital structure |
Year ended |
Previous year ended |
|
(i) Paid-up capital (ii) Free reserves (iii) Secured loan (iv) Unsecured loan (v) Others TOTAL (i) Fixed assets
(net block) (ii) Quoted investment at cost/market price
whichever is lower (iii) Unquoted investment (iv) Current assets (v) Misc. expenses not written off (vi) Others TOTAL |
|
|
(Please
enclose the copy of latest audited financial results along with schedules).
16. Changes, if any, in major shareholding (more
than 5%)
|
Name of the shareholder |
Investment/ disinvestment |
Percentage of total paid-up
capital |
|
|
|
|
17. Name of the major shareholders holding more
than 5%.
18. Any capital issue (rights or public) during the period. If yes,
details thereof inclusive of status of complaints from investors and their redressal.
19. Indictment or involvement in any economic offence by the merchant
banker or their directors or principal officer, if any, during the period.
|
Place : |
|
|
Date : |
Authorised
Signatory |
[Clause 8.3.5]
Contents of the advertisement to be
issued in terms of clause 8.3.5.4
(1) Name
and address of registered office of the company.
(2) Details
of change of name and/or object clause.
(3) Capital structure—Pre and
post-scheme of amalgamation. This shall provide details of the authorised, issued, subscribed and paid up capital (Number
of instruments, description, aggregate nominal value).
(4) Shareholding
pattern giving details of promoter group shareholding, group companies.
(5) Name of ten largest shareholders of the company—number and
percentage of shares held by each of them, their interest, if any, in the
company.
(6) Details
of promoters of the company—educational qualifications, experience, address.
(7) Business
of company and management.
(8) Reason
for the amalgamation.
(9) Financial
statement for the previous three years prior to the date of listing.
(10) Latest audited financial
statements along with notes to accounts and any audit qualifications. Change in
accounting policies in the last three years and their effect on profits and
reserves of the company (Financial statements should not be later than six
months prior to the date of listing).
(11) Details of other group companies
including their capital structure and financial statements.
(12) Outstanding litigations and
defaults of the company, promoters, directors or any of the group companies.
(13) Particulars of high, low and
average prices of the shares of the listed company during the preceding three
years.
(14) Any material development after the date
of the balance sheet.
(15) Such other information as may be
prescribed by the SEBI from time to time.]
[Clause 8A]
Final report for Green Shoe Option
(a) Name of the company
(b) Name of the SA (Registration No.)
(c) Issue size (No. of shares)
(d) Issue opened on
(e) Issue closed on
(f) Over-allotment in issue (%)
(g) Date of commencement of trading
(h) Amount in the GSO Bank Account (Rs.)
(i) Details of promoter(s) from whom shares
borrowed (Name & number of shares borrowed)
(j) Date on which the stabilisation
period ended
(k) Number of shares bought during the
stabilization period
(l) Date on which company allotted further shares
to the extent of shortfall
(m) Date when the shares in the GSO Demat Account were returned to the promoter(s)
(n) Date when the money in the GSO Bank Account
was remitted to the company
(o) Details of the Depository account (Special account for GSO
securities) where shares purchased from the market were kept inter alia the following :
[(i)] Depository Participant
[(ii)] Account
No.
[(iii)] Number
of shares purchased datewise
[(iv)] Number
of shares taken out datewise.
[Clause 11.3.4.1 (xii)]
Name of the issue (Bid Details)
|
Sr. No. |
Category |
No. of shares offered/ reserved |
No. of shares bid for |
No. of times/ % age of total meant for the category |
|
1 |
QIBs |
|
|
|
|
1(a) |
FIIs |
|
|
|
|
|
Domestic
Financial Institutions (Banks/FIs/Insurance
Companies etc.) |
|
|
|
|
1(b) |
Mutual
Funds |
|
|
|
|
1(c) |
Others |
|
|
|
|
2 |
Non-Institutional
Investors |
|
|
|
|
2(a) |
Corporates |
|
|
|
|
2(b) |
Individuals
(other than RIIs) |
|
|
|
|
2(c) |
Others |
|
|
|
|
3 |
Retail
Individual Investors (RIIs) |
|
|
|
|
3(a) |
Cut off |
|
|
|
|
3(b) |
Price bids |
|
|
|
|
4 |
Reservation
categories, if any |
|
|
|
|
4(a) |
Cut off |
|
|
|
|
4(b) |
Price bids |
|
|
|
Notes :
1. The graph should have the title “Graphical
display of bids received”.
2. A
statement to the effect that the position indicated above is only bids position
and does not necessarily convey the subscription to the issue.
3. Statement as to how the multiple bids are
accounted for in the data and graph.
4. Time of updation.
5. Additional comments, if any.
further clarifications
Lock-in-period in respect of
initial public offer
1. The practice of issuing share
at a price, lower than the proposed Initial Public Offer (IPO) price prior to
the IPO, to promoters and others has been noticed by Securities and Exchange
Board of India (‘SEBI’). This practice prima facie gives price advantage to
such allottees. It may be noted that in the case of
listed companies, any preferential offer is permitted only at market related
price as per SEBI guidelines issued in August 1994.
2. A meeting of the
representatives of the merchant bankers, stock exchanges, venture capitalists,
industry associations and investor associations was convened on 1st December,
1999 to deliberate the above issue. After detailed discussions, in the
interests of investors in the securities market, it has been decided as follows
:
3. Where an unlisted company out
with an IPO has issued shares to any person at a price lower than the IPO price
within 6 months prior to the date of opening of the IPO, the entire pre-IPO
capital (except shares issued to venture capitalists and employees of the
company) shall be locked-in for a period of 6 months from the date of trading
of the IPO on the regional stock exchange. However, the lock-in would not apply
to shares (other than shares issued to promoters, friends, relatives and
associates) if the same were issued more than six months prior to date of
opening of the IPO and are offered under offer for sale.
4. These guidelines will be in
addition to the prevailing guidelines regarding lock-in of shares.
Source : RMB (GI Series) Circular No. 2
(1999-2000), issued by the Securities and Exchange Board of India.
Clarification No. XXVIi, dated 26-11-1999
In order to provide the issuer and the lead
merchant banker the flexibility of price and demand discovery, SEBI introduced
the facility of Book Building for raising capital vide Clarification XIII as
modified by Clarifications XVII, XXI and XXIII.
SEBI has received representations from the
merchant bankers expressing difficulties inter alia,
in respect of reservation in the book built portion, disclosure regarding issue
size etc.
The SEBI Board after duly considering the
issues in its meeting held on October 8, 1999, has decided to modify the
existing guidelines.
Accordingly, a Clarification XXVII has been
issued pursuant to the aforesaid decision of the Board.
Part A of the Clarification modifies the
existing book building guidelines as contained in Clarification XXI dated
October 27, 1997 read with Clarification XXIII dated February 12, 1999.
Part B of the clarification gives an option to
issuer company, inter alia, to offer 15% of the issue
size reserved for individual investors bidding upto
10 tradeable lots in the books built portion to the
public at fixed price.
This clarification is being issued under
sub-section (1) of section 11 of the Securities and Exchange Board of India
Act, 1992.
This clarification shall come into effect from
November 26, 1999. The provisions of this clarification shall also be
applicable to the offer documents pending with SEBI.
Modification in the existing
A company proposing to issue securities to the
public through an offer document and availing the book building facility shall
have an option either to follow the guidelines pertaining to book building as
contained in Part A or Part B.
1. A company proposing to issue
securities to the public through the book-building facility shall follow the
existing guidelines as contained in Clarification XXI dated October 27, 1997
read with Clarification XXIII dated February 12, 1999, as modified hereunder.
2. A company proposing to issue securities to
the public through the book building facility shall :
i. disclose
in the offer document either the issue size or the number of securities to be
offered to the public subject to compliance with the requirement of rule
19(2)(b) of the Securities Contracts (Regulation) Rules, 1957 as modified from
time to time;
ii. make additional disclosures in
the offer document with respect to the arrangements made for meeting the
deficit in the means of financing and the pattern of deployment of excess
funds;
iii.
be permitted to fix a minimum bid size for the books built portion;
iv. have the option to fix a date
of allotment for book-built portion which may be prior to the date of allotment
for fixed price portion :
Provided that the date of allotment for books
built portion shall be deemed to be the date of allotment for fixed price
portion for the purposes of dividend and other corporate benefits and the same
shall be disclosed in the offer document;
v. be
allowed to spill-over excess subscription from the fixed price portion to the
book built portion reserved for allocation to individual investors bidding for upto 10 tradeable lots, to the
extent of shortfall in the latter.
3. The reservation in allocation to individual
investors applying upto 10 tradeable
lots through the syndicate members shall be with reference to the issue size
and not post-issue capital as given in Annexure III to Clarification XXI to
Disclosure and Investor Protection Guidelines dated October 27, 1997.
1. (a) A company proposing to issue securities to
public through book-building facility shall have an option to offer 75% of net
public offer for bidding as modified by Part A hereinabove.
(b) The balance 25% of the net public offer
shall be made at the fixed price determined by the book-building exercise :
Provided that the allotment and
other related requirements as specified for the public issue shall be
applicable.
2. A company availing the optional facility may
:
i. graphically display the demand at the end
of each day of the bidding period at the terminals for the information of the
syndicate members as well as the investors;
ii. use
electronically linked facility for bidding;
iii. decide
the number of bidding centres;
iv. fix
a minimum bid size for the book built portion.
3. (i) A company availing the optional facility shall
make the allotment in respect of the book- built
portion in dematerialised form only :
Provided that the allottees shall have option to dematerialise
the securities so allotted, if they so desire.
(ii) The lead book runner shall ensure that a
confidentiality clause to the effect that the lead book runner and the issuer
company shall not disclose the book to any person (except to statutory
authorities if so required by such authorities), is incorporated in the
memorandum of understanding entered into between him and the issuer company.
4. A company availing the facility of book
building as specified in Part B above, shall comply with all the other
requirements mutatis mutandis as given in Clarification XXI dated October 27,
1997 read with Clarification XXIII dated February 12, 1999 and as modified by
Part A of this Clarification.
Source : RMB DIP Series Circular No. 4 (1999-2000), dated 26-11-1999.