Regulation 10 - Fast Track Issue - Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009

Fast Track Issue. 10. (1) Nothing contained in sub-regulations (1), (2) and (3) of regulation 6 and regulations 7 and 8 shall apply to a public issue or rights issue if the issuer satisfies the following conditions: (a) the equity shares of the issuer have been listed on any recognised stock exchange having nationwide trading terminals for a period of at least three years immediately preceding the reference date; (b) the average market capitalisation of public shareholding of the issuer is at least 1 [one thousand crore rupees in case of public issue and two hundred and fifty crore rupees in case of rights issue]; (c) the annualised trading turnover of the equity shares of the issuer during six calendar months immediately preceding the month of the reference date has been at least two per cent. of the weighted average number of equity shares listed during such six months period: 2 [Provided that for issuers, whose public shareholding is less than fifteen per cent. of its issued equity capital, the annualised trading turnover of its equity shares has been at least two per cent. of the weighted average number of equity shares available as free float during such six months period;] (d) the issuer has redressed at least ninety five per cent. of the complaints received from the investors till the end of the quarter immediately preceding the month of the reference date; (e) the issuer has been in compliance with the equity listing agreement for a period of at least three years immediately preceding the reference date: 3 [Provided that if the issuer has not complied with the provision of the equity listing agreement relating to composition of board of directors, for any quarter during the last three years immediately preceding the reference date, but is compliant with such provisions at the time of filing of offer document with the Registrar of Companies or designated stock exchange, as the case may be, and adequate disclosures are made in the offer document about such non-compliances during the three years immediately preceding the reference date, it shall be deemed as compliance with the condition] 4 [:] 5 [Provided further that imposition of only monetary fines by stock exchanges on the issuer shall not be a ground for ineligibility for undertaking issuances under this regulation;] (f) the impact of auditors qualifications, if any, on the audited accounts of the issuer in respect of those financial years for which such accounts are disclosed in the offer document does not exceed five per cent. of the net profit or loss after tax of the issuer for the respective years; (g) no show-cause notices have been issued or prosecution proceedings initiated 6 [by the Board] or pending against the issuer or its promoters or whole time directors as on the reference date; 7 [(ga) the issuer or promoter or promoter group or director of the issuer has not settled any alleged violation of securities laws through the consent or settlement mechanism with the Board during three years immediately preceding the reference date;] (h) the entire shareholding of the promoter group of the issuer is held in dematerialised form on the reference date 8 [;] 9 [(i) in case of a rights issue, promoters and promoter group shall mandatorily subscribe to their rights entitlement and shall not renounce their rights, except to the extent of renunciation within the promoter group or for the purpose of complying with minimum public shareholding norms prescribed under Rule 19A of the Securities Contracts (Regulation) Rules, 1957; (j) the equity shares of the issuer have not been suspended from trading as a disciplinary measure during last three years immediately preceding the reference date; (k) the annualized delivery-based trading turnover of the equity shares during six calendar months immediately preceding the month of the reference date has been at least ten per cent of the weighted average number of equity shares listed during such six months period; (l) there shall be no conflict of interest between the lead merchant banker(s) and the issuer or its group or associate company in accordance with applicable regulations.] (2) The issuer shall file the offer document with the Board and the recognised stock exchanges in accordance with sub-regulations (4), (5) and (6) of regulation 6 and shall pay fees to the Board as specified in Schedule IV. (3) The lead merchant bankers shall submit to the Board, the following documents along with the offer document: (a) a due diligence certificate as per Form A of Schedule VI including additional confirmations as specified in Form F of Schedule VI; (b) in case of a fast track issue of convertible debt instruments, a due diligence certificate from the debenture trustee as per Form B of Schedule VI. Explanation: For the purposes of this regulation: (I) reference date means: (a) in case of a public issue by a listed issuer, the date of registering the red herring prospectus (in case of a book built issue) or prospectus (in case of a fixed price issue) with the Registrar of Companies; and (b) in case of a rights issue by a listed issuer, the date of filing the letter of offer with the designated stock exchange. (II) average market capitalisation of public shareholding means the sum of daily market capitalisation of public shareholding for a period of one year up to the end of the quarter preceding the month in which the proposed issue was approved by the shareholders or the board of the issuer, as the case may be, divided by the number of trading days. (III) public shareholding shall have the same meaning as assigned to it in the equity listing agreement. ***** 1 Substituted for three thousand crore rupees by the SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2015, w.e.f. 11.08.2015. Earlier the quoted words were substituted for five by the SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2012, w.e.f. 12-10-2012 and five was substituted for ten by the SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2009, w.e.f. 11-12-2009. 2 Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2009 w.e.f. 11.12.2009. 3 Inserted by SEBI (Issue of Capital and Disclosure Requirements) Amendment) Regulations, 2009, w.e.f. 11.12.2009. 4 Substituted for symbol ; by the SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2015, w.e.f. 11.08.2015. 5 Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2015, w.e.f. 11.08.2015. 6 Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2010, w.e.f. 13.04.2010. 7 Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2015, w.e.f. 11.08.2015. 8 Substituted for symbol ; by the SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2015, w.e.f. 11.08.2015. 9 Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2015, w.e.f. 11.08.2015.