Regulation 101 - Filing of draft prospectus, due diligence certificates, payment of fees and issue advertisement for IDR. - Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009

Filing of draft prospectus, due diligence certificates, payment of fees and issue advertisement for IDR. 101. 1 [(1) The issuing company shall appoint one or more merchant bankers, at least one of whom shall be a lead merchant banker and shall also appoint other intermediaries, in consultation with the lead merchant banker and shall enter into an agreement with the merchant banker on the lines of format of agreement as specified in Schedule II.] (2) Where the issue is managed by more than one merchant banker, the rights, obligations and responsibilities, relating inter-alia to disclosures, allotment, refund and underwriting obligations, if any, of each merchant banker shall be predetermined and disclosed in the prospectus on the lines of format as specified in Schedule I. (3) The issuing company shall file a draft prospectus with the Board through a merchant banker along with the requisite fee, as prescribed in Companies (Issue of Indian Depository Receipts) Rules, 2004. (4) The prospectus filed with the Board under this regulation shall also be furnished to the Board in a soft copy on the lines specified in Schedule V. (5) The lead merchant bankers shall: (a) submit a due diligence certificate as per format given in Part C of Schedule XIX to the Board along with the draft prospectus. (b) certify that all amendments, suggestions or observations made by the Board have been incorporated in the prospectus (c) submit a fresh due diligence certificate as per format given in Part C of Schedule XIX, at the time of filing the prospectus with the Registrar of the Companies. (d) furnish a certificate as per format given in Part C of Schedule XIX, immediately before the opening of the issue, certifying that no corrective action is required on its part. (e) furnish a certificate as per format given in Part C of Schedule XIX, after the issue has opened but before it closes for subscription. (6) The issuing company shall make arrangements for mandatory collection centres as specified in Schedule III. (7) The issuing company shall issue an advertisement in one English national daily newspaper with wide circulation and one Hindi national daily newspaper with wide circulation, soon after receiving final observations, if any, on the publicly filed draft prospectus with the Board, which shall be on the lines of the format and contain the minimum disclosures as given in Part A of Schedule XIII. *********** 1 Substituted by the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, w.e.f. 01.12.2015. Prior to its substitution, said sub-regulation read as under : (1) The issuing company making an issue of IDR shall enter into an agreement with a merchant banker on the lines of format of agreement specified in Schedule II.