ANNEXURE I SIGNIFICANT CHANGES REFERRED TO IN PARA 4 OF THIS CIRCULAR Sr. Subject Matter No. 1. Exemption from eligibility norms for making an IPO 2. Debarment Provision under the rescinded Guidelines Exemption available to banking company, corresponding new bank and infrastructure company. Company prohibited from making an issue of securities if it had been prohibited from accessing the capital market under any order or direction passed by the Board. Provision under the ICDR Regulations Exemption removed.
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Eligibility norms made applicable uniformly to all types of issuers. Issuer not to make public issue or rights issue of specified securities if: (a) the issuer, any of its promoters, promoter group or directors or persons in control of the issuer are debarred from accessing the capital market by the Board; (b) if any of the promoters, directors or persons in control of the issuer was or also is a promoter, director or person in control of any other company which is debarred from accessing the capital market under any order or directions made by the Board.
Provided for. 3. 4. 5. 6. Offer for sale by listed companies OTCEI Issues and E-IPO Firm allotment in public issues Reservation on competitive basis in public issues No provision. Contained in Chapter XIV and Omitted. Chapter XI A. Permitted. Omitted. (a) For Indian and multilateral (a) Omitted. development financial institutions, Indian mutual funds, foreign institutional investors and scheduled banks. b) For shareholders of the (b) For shareholders (other than 6 7. promoters) in respect of listed promoting companies in promoting companies, in case the case of a new of a new issuer and listed group company and shareholders companies, in case of an of group companies in the existing issuer. case of an existing company. Book building Book building process 75% book building route omitted. process through 75% or 100% of issue size. 8. 9. 10. 11. 12.
Allotment/ refund period in public issues Disclosure of price or price band Transfer of surplus money in Green Shoe Option (GSO) Bank Account Issue period for Infrastructure companies in public issues Currency of financial statements disclosed in the offer document 30 days for fixed price issues and 15 days for book built issues. Required in draft prospectus in case of fixed price public issues. Surplus money to be transferred to Investor Protection Fund of Stock Exchanges. 15 days for both fixed price and book built issues. Not required to be disclosed in draft prospectus.
Surplus money to be transferred to Investor Protection and Education Fund (IPEF) established by the Board. 21 days, as against 10 days Uniform period of 10 days for all for other issues. types of issuers. 13. 14. 15. Definition “Key Management Personnel” Disclosure on Not provided. pledge of shares by promoters Extent of Not explicit. Particulars as per audited Government and non-government financial statements not to be issuers treated at par. more than 6 months old from the issue opening date for all issuers, except Government companies.
Defined. of Not defined. Provided for. Where 100% of the offer through 7 underwriting obligation 16. The term “Financial Financial open to institution as a Institution” interpretation. monitoring agency Definition of Includes permanent “employee” employee/ director of subsidiary or holding company of the issuer. Restrictions on If issue opening and closing advertisements advertisement contained highlights, then the advertisement required to contain risk factors. Forfeiture money unexercised warrants preferential issues of Open to interpretation. n in 17. 18. offer document is underwritten, underwriting obligations shall be for the entire amount underwritten. The term “financial Institution” replaced by “public financial institution or a scheduled commercial bank”. Excludes permanent employee/ director of subsidiary or holding company of the issuer and promoters and immediate relatives of promoters. If advertisement contains information other than the details specified in the format for issue advertisement, the advertisement shall contain risk factors. 19. 20. 21.
Outstanding convertible instruments in case of initial public offer (IPO) Minimum promoters’ contribution 22. Issue period in case of public issues Where the warrant holder exercises his option to convert only some of the warrants held by him, upfront payment made against only such warrants can be adjusted. The balance upfront payment made against the remaining unexercised warrants shall be forfeited. Compulsory conversion of Compulsory conversion of all outstanding convertible outstanding convertible instruments instruments and other rights held by any person. eld by promoters or shareholders. Could be brought in by Shall be brought in only by whose identity, promoters/ persons belonging promoters to promoter group/friends, photograph, etc are disclosed in the relatives and associates of offer document. promoters. Issue period not clear in case Total issue period not to exceed 10 of revision in price band in days, including any revision in price book built public issues. band. 8 23. 24. 25.
Pre-issue advertisement to be made after registering of prospectus/ red herring prospectus with Registrar of Companies before opening of the issue. uch as Only checklist to be attached. Documents to be Documents attached with memorandum of association due diligence and articles of association of the company, audited balance certificate sheet, checklist for compliance with the rescinded Guidelines etc. Group The term “group companies” The term “group companies” companies not explained. explained. Timing of preissue advertisement for public issues Pre-issue advertisement to be made immediately after receipt of observations from the Board. 9
ANNEXURE II APPLICABILITY OF THE ICDR REGULATIONS IN RESPECT OF DRAFT OFFER DOCUMENTS FILED UNDER THE RESCINDED GUIDELINES Sr. No. 1. Particulars Applicability of the ICDR Regulations Draft offer documents filed, but Such draft offer documents would be considered as observations yet to be issued filed with the Board under the corresponding provisions of the ICDR Regulations. Merchant bankers by the Board may, however, be required to submit a checklist confirming compliance with the corresponding provisions of the ICDR Regulations.
Observations issued by the Board under the rescinded Guidelines, but in-seriatim reply yet to be filed by merchant bankers (a) In-seriatim reply filed with the Board under the rescinded Guidelines (b) Offer document yet to be registered with the Registrar of Companies (ROC) / filed with the designated stock exchange (DSE), as the case may be In-seriatim reply shall be filed in terms of the ICDR Regulations and while doing so, merchant bankers shall submit a checklist, along with a confirmation that all the provisions of the ICDR Regulations have been duly complied with.
Merchant bankers shall be required to submit a checklist, along with a confirmation that all the provisions of the ICDR Regulations have been duly complied with, before registering/ filing the offer document with the ROC/ DSE, as the case may be. 2. 3. 4. Offer document registered with Merchant bankers may proceed with the issue. the ROC / filed with the designated stock exchange, as the case may be