Regulation 123 - Filing of the draft offer document and offer documents - Securities And Exchange Board of India (Issue Of Capital And Disclosure Requirements) Regulations, 2018

Filing of the draft offer document and offer documents 123. (1) Prior to making a further public offer, the issuer shall file three copies of the draft offer document 3 [ with the Board ] , in accordance with Schedule IV , along with fees as specified in Schedule III , through the lead manager(s). (2) The lead manager(s) shall submit the following to the Board along with the draft offer document: a) a certificate, confirming that an agreement has been entered into between the issuer and the lead manager(s) b) a due diligence certificate as per Form A of Schedule V ; c) in case of an issue of convertible debt instruments, a due diligence certificate from the debenture trustee as per Form B of Schedule V ; d) a certificate confirming compliance of the conditions specified in Part C of Schedule VI . (3) The issuer shall also file the draft offer document with the stock exchange(s) where the specified securities are proposed to be listed, and shall submit to the stock exchange(s), the Permanent Account Number, bank account number and passport number of its promoters where they are individuals, and Permanent Account Number, bank account number, company registration number or equivalent and the address of the Registrar of Companies with which the promoter is registered, where the promoter is a body corporate. (4) The Board may specify changes or issue observations on the draft offer document within a period of thirty days from the later of the following dates: a) the date of receipt of the draft offer document under sub-regulation (1); or b) the date of receipt of satisfactory reply from the lead manager(s), where the Board has sought any clarification or additional information from them; or c) the date of receipt of clarification or information from any regulator or agency, where the Board has sought any clarification or information from such regulator or agency; or d) the date of receipt of a copy of in-principle approval letter issued by the stock exchange(s). (5) If the Board specifies changes or issues observations on the draft offer document, the issuer and the lead manager(s) shall carry out such changes in the draft offer document and shall submit to the Board an updated draft offer document complying with the observations issued by the Board and highlighting all changes made in the draft offer document before 1 [ **** ] filing the offer documents with the Registrar of Companies or the appropriate authority, as applicable. (6) If there are any changes in the draft offer document in relation to the matters specified in Schedule XVI , the updated offer document or a fresh draft offer document, as the case may be, shall be filed with the Board along with fees specified in Schedule III . (7) Copy of the offer documents shall also be filed with the Board and the stock exchanges through the lead manager(s) simultaneously while 2 [ filing ] the offer documents with Registrar of Companies. (8) The draft offer document and the offer document shall also be furnished to the Board in a soft copy in the manner as may be specified. (9) The lead manager(s) shall submit the following documents to the Board after issuance of observations by the Board or after expiry of the period stipulated in sub-regulation (4) of regulation 123 if the Board has not issued observations: a) a statement certifying that all changes, suggestions and observations made by the Board have been incorporated in the offer document; b) a due diligence certificate as per Form C of Schedule V , at the time of 2 [ filing ] of the offer document; c) a copy of the resolution passed by the board of directors of the issuer for allotting specified securities to promoters towards amount received against promoters contribution, before opening of the issue; d) a certificate from a Chartered Accountant, before opening of the issue, certifying that promoters contribution has been received in accordance with these regulations, accompanying therewith the names and addresses of the promoters who have contributed to the promoters contribution and the amount paid and credited to the bank account of the issuer by each of them towards such contribution; e) a due diligence certificate as per Form D of Schedule V , in the event the issuer has made a disclosure of any material development by issuing a public notice. ************* NOTES:- 1. Omitted vide Notification No. SEBI/LAD-NRO/GN/2020/1 dated 01-01-2020 before it was read as registering or 2. Substituted vide Notification No. SEBI/LAD-NRO/GN/2020/1 dated 01-01-2020 before it was read as registering 3. Substituted vide Notification No. SEBI/LAD-NRO/GN/2022/107 dated 23-11-2022 before it was read as, with the concerned regional office of the Board under the jurisdiction of which the registered office of the issuer company is located