Chapter 4 - PROMOTERS’ CONTRIBUTION AND LOCK-IN REQUIREMENTS - SEBI (Disclosure and Investor Protection Guidelines) 2000

CHAPTER IV PROMOTERS CONTRIBUTION AND LOCK-IN REQUIREMENTS PART I PROMOTERS CONTRIBUTION 4.0 1 (Promoters contribution in any issue shall be in accordance with the following provisions as on (i) the date of filing red herring prospectus (in case of a book built issue) or prospectus (in case of a fixed price issue) with ROC or letter of offer with Designated Stock Exchange, as the case may be, in case of a fast track issue; and (ii) the date of filing draft offer document with the Board, in any other case.) 4.1 Promoters Contribution in a Public Issue by Unlisted Companies 4.1.1 In a public issue by an unlisted company, the promoters shall contribute not less than 20% of the post issue capital. 4.1.2 2 (Deleted) 4.2 Promoters Shareholding in Case of Offers for Sale 4.2.1 The promoters shareholding after offer for sale shall not be less than 20% of the post issue capital. 4.3 Promoters Contribution in Case of Public Issues by Listed Companies 4.3.1 In case of public issues by listed companies, the promoters shall participate either to the extent of 20% of the proposed issue or ensure post-issue share holding to the extent of 20% of the post-issue capital. 4.4 Promoters Contribution in Case of Composite Issues 4.4.1 In case of composite issues of a listed company, the promoters contribution shall at the option of the promoter(s) be either 20% of the proposed public issue or 20% of the post-issue capital. 4.4.2 Rights issue component of the composite issue shall be excluded while calculating the post-issue capital. 4.5 3 (Deleted) 4.6 Securities Ineligible for Computation of Promoters Contribution 4.6.1 Where the promoters of any company making an issue of securities have acquired equity during the preceding three years, before filing the offer documents with the Board, such equity shall not be considered for computation of promoters contribution if it is; (i) acquired for consideration other than cash and revaluation of assets or capitalisation of intangible assets is involved in such transaction(s); or (ii) resulting from a bonus issue, out of revaluation reserves or reserves created without accrual of cash resources 4 (or against shares which are otherwise ineligible for computation of promoters contribution); 4.6.2 In case of public issue by unlisted companies, securities which have been 5 (acquired by) the promoters during the preceding one year, at a price lower than the price at which equity is being offered to public shall not be eligible for computation of promoters contribution. Provided that the shares for which the difference between the offer price and the issue price for these shares is brought in by the promoters shall be considered eligible subject to issuer company complying with the applicable provisions of the Companies Act, 1956 (such as passing of revised resolution by shareholders or issuer s Board, filing of revised return of allotment with ROC, etc.) 6 (Provided further that nothing contained in clause 4.6.2 shall apply to shares acquired by promoters interse, if such shares had been acquired by the transferor promoter during the preceding one year at a price equal or higher than the price at which equity is being offered to public or had been acquired by the transferor promoter prior to the preceding one year.) 7 (Provided further that nothing contained in clause 4.6.2 shall apply to an unlisted government company, statutory authority or corporation or any special purpose vehicle set up by any of them, which is engaged in infrastructure sector. 8 (Provided further that nothing contained in clause 4.6.2 shall apply to shares acquired by promoters in lieu of business and invested capital which had been in existence for a period of more than one year prior to the restructuring scheme under sections 391-394 of the Companies Act, 1956, as approved by a High Court, which entitled the promoters to acquire such shares.) Explanation: For the purposes of 3rd proviso above, the term Infrastructure sector shall have the same meaning as assigned to it in Explanation to proviso to sub-clause (i) of clause 3.7.1.) 4.6.3 In respect of companies formed by conversion of partnership firms, where the partners of the erstwhile partnership firm and the promoters of the converted company are the same and there is no change in management, the shares allotted to the promoters during previous one year out of the funds brought in during that period shall not be considered eligible for computation of promoters contribution unless such shares have been issued at the same price at which the public offer is made. Provided that if the partners capital existed in the firm for a period of more than one year on a continuous basis, the shares allotted to promoters against such capital shall be considered eligible. 4.6.4 In respect of Clauses 4.6.1, 4.6.2 and 4.6.3, such ineligible shares acquired in pursuance to a scheme of merger or amalgamation approved by a High Court shall be eligible for computation of promoters contribution. 9 (4.6.4A Pledged securities held by promoters shall not be eligible for computation of promoters contribution.) 4.6.5 For the purposes of computing the promoters contribution referred to in Clauses 4.1.1, 10 (Deleted) 4.2.1, 4.3.1 11 (and) 4.4.1 12 (Deleted) above, minimum contribution of 25000 per application from each individual and minimum contribution of 1 lac from firms and companies (not being business associates like dealers and distributors), shall be eligible to be considered towards promoters contribution. 4.6.6 No securities forming part of promoters contribution shall consist of any private placement made by solicitation of subscription from unrelated persons either directly or through any intermediary. 4.6.7 The securities for which a specific written consent has not been obtained from the respective shareholders for inclusion of their subscription in the minimum promoters contribution subject to lock-in shall not be eligible for promoters contribution. 4.7 Computation of Promoters Contribution in Case of Issue of Convertible Security 4.7.1 In case of any issue of convertible security by a company, the promoters shall have an option to bring in their subscription by way of equity or by way of subscription to the convertible security being offered through the proposed issue so that the total promoters contribution shall not be less than the required minimum contribution referred to in Clauses 4.1.1, 13 (Deleted), 4.2.1, 4.3.1 14 (and) 4.4.1 15 (Deleted) above. Provided that, if the conversion price of emerging equity is not predetermined and the same has not been specified in the offer document (instead a formula for conversion price is indicated), the promoters shall not have the said option and shall contribute by subscribing to the same instrument. 4.7.2 In case of any issue of security convertible in stages either at par or premium (conversion price being predetermined), the promoters contribution in terms of equity share capital shall not be at a price lower than the weighted average price of the share capital arising out of conversion. Explanation: For the purposes of clause 4.7.2, (a) weights means the number of equity shares arising out of conversion of security into equity at various stages. (b) price means the price of equity shares on conversion arrived at after taking into account predetermined conversion price at various stages. 4.7.3 The promoters contribution shall be computed on the basis of postissue capital assuming full proposed conversion of such convertible security into equity. Provided that where the promoter is contributing through the same optional convertible security as is being offered to the public, such contribution shall be eligible as promoters contribution only if the promoter(s) undertakes in writing to accept full conversion. 4.8 Promoters Participation in Excess of the Required Minimum Contribution to be Treated as Preferential Allotment 4.8.1 In case of a listed company, participation by promoters in the proposed public issue in excess of the required minimum percentage referred in Clauses 4.3.1 and 4.4.1 shall attract the pricing provisions of Guidelines on preferential allotment, if the issue price is lower than the price as determined on the basis of said preferential allotment guidelines. 4.9 Promoters Contribution to be brought in before Public Issue Opens 4.9.1 Promoters shall bring in the full amount of the promoters contribution including premium at least one day prior to the issue opening date 16 (which shall be kept in an escrow account with a Scheduled Commercial Bank and the said contribution/ amount shall be released to the company along with the public issue proceeds.) 17 (Provided that, where the promoters contribution has been brought prior to the public issue and has already been deployed by the company, the company shall give the cash flow statement in the offer document disclosing the use of such funds received as promoters contribution.) Provided 18 (further) that where the promoters minimum contribution exceeds 100 crores, the promoters shall bring in 100 crores before the opening of the issue and the remaining contribution shall be brought in by the promoters in advance on pro-rata 19 (basis) before the calls are made on public. 4.9.2 The company s board shall pass a resolution allotting the shares or convertible instruments to promoters against the moneys received. 4.9.3 A copy of the resolution along with a Chartered Accountants Certificate certifying that the promoters contribution has been brought in shall be filed with the Board before opening of the issue. 4.9.4 The certificate of the Chartered Accountants shall also be accompanied by a list of names and addresses of friends, relatives and associates who have contributed to the promoters quota along with the amount of subscription made by each of them. 4.10 Exemption from Requirement of Promoters Contribution 4.10.1 The requirement of promoters contribution shall not be applicable: (a) in case of public issue of securities by a company which has been listed on a stock exchange for at least 3 years and has a track record of dividend payment for at least 3 immediately preceding years. Provided that if the promoters participate in the proposed issue to the extent greater than higher of the two options available as per Clauses 4.3.1 and 4.4.1 above, the subscription in excess of such percentage shall attract pricing guidelines on preferential issue, if the issue price is lower than the price as determined on the basis of said guidelines on preferential issue. (b) in case of companies where no identifiable promoter or promoter group exists. (c) in case of rights issues. Provided 20 (that) in case of (a) and (c) above, the promoters shall disclose their existing shareholding and the extent to which they are participating in the proposed issue, in the offer document. PART II - LOCK-IN REQUIREMENTS 4.11 Lock in of Minimum Specified Promoters Contribution in Public Issues 4.11.1 In case of any issue of capital to the public the minimum promoters contribution (as per clause 4.1, 4.2, 4.3 21 (and) 4.4 22 (Deleted)) shall be locked in for a period of 3 years. 4.11.2 The lock-in shall start from the date of allotment in the proposed public issue and the last date of the lock-in shall be reckoned as three years from the date of commencement of commercial production or the date of allotment in the public issue whichever is later. Explanation: The expression Date of commencement of commercial production means the last date of the month in which commercial production in a manufacturing company is expected to commence as stated in the offer document. 4.12 Lock-in of Excess Promoters Contribution 4.12.1 In case of a public issue by unlisted company, if the promoters contribution in the proposed issue exceeds the required minimum contribution, such excess contribution shall also be locked in for a period of 23 (one year). 4.12.2 In case of a public issue by a listed company, participation by promoters in the proposed public issue in excess of the required minimum percentage shall also be locked-in for a period of 24 (one year) as per the lock-in provisions as specified in Guidelines on Preferential issue. Provided that excess promoters contribution as per Clause 4.10.1(a) of Part I of this Chapter shall not be subject to lock-in. 4.12.3 In case shortfall in the firm allotment category is met by the promoter as specified in clause 8.5(e), such subscription shall be locked in for a period of 25 (one year). 4.13 26 (Deleted) 4.13.1 27 (Deleted) 4.14 Lock-in of pre-issue share capital of an unlisted company 4.14.1 28 (The entire pre-issue capital, other than that locked-in as minimum promoters contribution, shall be locked-in for a period of one year from the date of allotment 29 (in the proposed public issue). Provided that where shares held by promoter(s) are lent to the SA under clause 8A.7, they shall be exempted from the lock in requirements specified above for the period starting from the date of such lending and ending on the date on which they are returned to the same lender(s) under clause 8A.13 or under clause 8A.15, as the case may be.) 4.14.2 30 (Clause 4.14.1 shall not be applicable to: (i) 31 (pre-issue shares held by a Venture Capital Fund or a Foreign Venture Capital Investor, subject to the following conditions: (a) the shares have been held by the Venture Capital Fund or the Foreign Venture Capital Investor, as the case may be, for a period of at least one year as on the date of filing draft prospectus with the Board; Explanation : (I) If the shares being held by the Venture Capital Fund or Foreign Venture Capital Investor have been acquired on conversion of convertible instruments at any time before the date of filing draft prospectus with the Board, then the period during which the convertible instruments were held by the Venture Capital Fund or the Foreign Venture Capital Investor as fully paid up, shall be included for purpose of calculation of the period mentioned in item (a). (II) Convertible Instruments shall be deemed to be fully paid up for the purpose of clause (I), if the entire amount payable thereon has been paid and no further payment is envisaged to be made at the time of their conversion. (b) shares shall be locked in as per the provisions, if any, in SEBI (Venture Capital Funds) Regulations, 1996 or SEBI (Foreign Venture Capital Investors) Regulations, 2000, as the case may be.) (ii) pre-issue share capital held for a period of at least one year at the time of filing draft offer document with the Board and being offered to the public through offer for sale; 32 (Provided that the minimum holding requirement of pre-issue capital shall not apply to an offer for sale of equity shares of an unlisted government company, statutory authority or corporation or any special purpose vehicle set up by any of them, which is engaged in infrastructure sector. 33 (Provided further that the minimum holding requirement of preissue capital shall also not apply to shares which have been acquired during one year preceding the date of filing draft offer document with the Board in lieu of business and invested capital which had been in existence for a period of more than one year prior to the restructuring scheme under sections 391-394 of the Companies Act, 1956, as approved by a High Court, which entitled acquisition of such shares.) 34 (Provided further that in case equity shares, received on conversion of fully paid compulsorily convertible securities, including depository receipts, are being offered for sale, the holding period of such convertible securities as well as that of resultant equity shares together shall be considered for the purpose of calculation of the eligibility period.) Explanation: For the purposes of 35 (1st proviso above), the term Infrastructure sector shall have the same meaning as assigned to it in Explanation to proviso to sub-clause (i) of clause 3.7.1.) (iii) pre-IPO shares held by employees other than promoters, which were issued under employee stock option or employee stock purchase scheme of the issuer company before the IPO. However the same is subject to the issuer company complying with the requirements laid down in Clause 22.4 of SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999.) 36 (4.14A Lock-in of securities issued on firm allotment basis Securities issued on firm allotment basis shall be locked-in for a period of one year from the date of commencement of commercial production or the date of allotment in the public issue, whichever is later.) PART III - OTHER REQUIREMENTS IN RESPECT OF LOCK-IN 4.15 Pledge of Securities Forming Part of Promoters Contribution 4.15.1 Locked-in Securities held by promoters may be pledged only with banks or financial institutions as collateral security for loans granted by such banks or financial institutions, provided the pledge of shares is one of the terms of sanction of loan. 37 (Provided that if securities are locked in as minimum promoters contribution under clause 4.11.1, the same may be pledged, only if, in addition to fulfilling the requirements of this clause, the loan has been granted by such banks or financial institutions for the purpose of financing one or more of the objects of the issue.) 4.16 Inter-se Transfer of Securities Amongst Promoters 4.16.1 38 (Inter-se Transfer of Locked- in Securities a) Shares held by the person other than the promoters, prior to Initial Public Offering (IPO), which are locked in as per Clause 4.14 of these Guidelines, may be transferred to any other person holding shares which are locked in as per clause 4.14 of these Guidelines subject to continuation of lock-in in the hands of transferees for the remaining period and compliance of Securities and Exchange Board of India (Substantial Acquisition of shares and Takeovers) Regulations, 1997, as applicable. b) Shares held by promoter(s) which are locked in as per the relevant provisions of this chapter, may be transferred to and amongst promoter/ promoter group or to a new promoter or persons in control of the company, subject to continuation of lock-in in the hands of transferees for the remaining period and compliance of Securities and Exchange Board of India (Substantial Acquisition of shares and Takeovers) Regulations, 1997, as applicable. ) 4.17 Inscription of Non-Transferability 4.17.1 The securities which are subject to lock-in shall carry inscription `non transferable along with duration of specified non-transferable period mentioned in the face of the security certificate. ******* 1 Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007 for the following: Promoters contribution in any public issue shall be in accordance with the following provisions 75(as on the date of filing of draft offer document with SEBI, unless specified otherwise in this Part): 2 Omitted the following clause vide SEBI Circular No. RMB (Compendium) Series Circular No. 2 (1999-2000) dated February 16, 2000: For unlisted companies eligible to bring out public issue at premium in accordance with Clause 3.2.2 in Chapter III, the promoters shall contribute not less than 50% of the post issue capital of the issuer company. 3 Omitted the following clauses vide SEBI Circular No. RMB (Compendium) Series Circular No. 2 (1999-2000) dated February 16, 2000: 4.5 Promoters contribution in case of public issues by infrastructure companies 4.5.1 For unlisted infrastructure companies eligible to bring out public issues at premium in accordance with Clause 3.2.3 of Chapter III, the promoters alongwith equipment suppliers and other strategic investors shall contribute not less than 50% of the post issue capital of the issuer company at the same or higher price than the price at which the securities are being offered to the public. 4.5.2 The contribution by equipment suppliers and other strategic investors shall be eligible to be treated as promoters contribution. 4 Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/25/2007/30/4 dated April 30, 2007. 5 Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/25/2007/30/4 dated April 30, 2007 for the words issued to . 6 Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/25/2007/30/4 dated April 30, 2007. 7 Inserted proviso to clause 4.6.2 and Explanation thereto, vide SEBI Circular No. SEBI/CFD/DIL/DIP/ 27/2007/10/7 dated July 10, 2007. 8 Inserted proviso to clause 4.6.2, vide SEBI Circular No. SEBI/CFD/DIL/DIP/32/2008/28/08 dated August 28, 2008. 9 Inserted clause, vide SEBI Circular No. SEBI/CFD/DIL/DIP/25/2007/30/4 dated April 30, 2007. 10 Omitted the figures and punctuation 4.1.2, vide SEBI Circular No. SEBI/CFD/DIL/DIP/34/2009/24/09 dated February 24, 2009. 11 Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/34/2009/24/09 dated February 24, 2009 for the punctuation , . 12 Omitted the words and figures 4.5.1 vide SEBI Circular No. SEBI/CFD/DIL/DIP/34/2009/24/09 dated February 24, 2009. 13 Omitted the figures and punctuation 4.1.2, vide SEBI Circular No. SEBI/CFD/DIL/DIP/34/2009/24/09 dated February 24, 2009. 14 Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/34/2009/24/09 dated February 24, 2009 for the punctuation , . 15 Omitted the words and figures 4.5.1 vide SEBI Circular No. SEBI/CFD/DIL/DIP/34/2009/24/09 dated February 24, 2009. 16 Inserted vide SEBI Circular No. DIP (Compendium) Circular No. 3 dated August 04, 2000. 17 Inserted vide SEBI Circular No. DIP (Compendium) Circular No. 3 dated August 04, 2000. 18 Inserted vide SEBI Circular No. DIP (Compendium) Circular No. 3 dated August 04, 2000. 19 Inserted vide SEBI Circular No. DIP (Compendium) Circular No. 3 dated August 04, 2000. 20 Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/14/2005/25/1 dated January 25, 2005. 21 Substituted the punctuation , vide SEBI Circular No. SEBI/CFD/DIL/DIP/34/2009/24/09 dated February 24, 2009. 22 Omitted the words and figures 4.5 vide SEBI Circular No. SEBI/CFD/DIL/DIP/34/2009/24/09 dated February 24, 2009. 23 Substituted vide SEBI Circular No. DIP (Compendium) Circular No. 3 dated August 04, 2000 for 3 years . 24 Substituted vide SEBI Circular No. DIP (Compendium) Circular No. 3 dated August 04, 2000 for the words three years . 25 Substituted vide SEBI Circular No. DIP (Compendium) Circular No. 3 dated August 04, 2000 for the words three years . 26 Omitted the following clause vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007: 4.13 Securities Issued Last to be Locked-in First 27 Omitted the following clause vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007: 4.13.1 The securities forming part of promoters contribution as specified in Clauses 4.1.1, 4.1.2, 4.2.1, 4.3.1, 4.4.1 4.5.1 of Part I of this Chapter and issued last to the promoters shall be locked in first for the specified period. Provided that the securities issued to the financial institutions appearing as promoters, if issued last, shall not be locked-in before the shares allotted to the other promoters. 28 Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/19/2006/31/3 dated March 31, 2006 for the following: The entire pre-issue share capital, other than that locked-in as promoters contribution, shall be locked-in for a period of one year from the date of commencement of commercial production or the date of allotment in the public issue, whichever is later. Provided that where shares held by promoter(s) are lent to the SA under clause 8A.7, they shall be exempted from the lock in requirements specified above, for the period starting from the date of such lending to the date when they are returned to the same promoter(s) under clause 8A.13 or under clause 8A.15, as the case may be. Prior to the above, clause 4.14.1 was substituted vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003 for the following: The entire pre-issue share capital, other than that locked-in as promoters contribution, shall be locked-in for a period of one year from the date of commencement of commercial production or the date of allotment in the public issue, whichever is later. 29 Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/23/2006/16/10 dated October 16, 2006. 30 Substituted vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003 for the following: 4.14.2 Clause 4.14.1 shall not be applicable to the pre-issue share capital) (i) 30 (held by Venture Capital Funds and Foreign Venture Capital Investors registered with the Board. However, the same shall be locked-in as per the provisions of the SEBI (Venture Capital Funds) Regulations, 1996 and SEBI (Foreign Venture Capital Investors) Regulations, 2000 and any amendments thereto (ii) held for a period of at least one year at the time of filing draft offer document with the Board and being offered to the public through offer for sale.) Prior to the above, sub-clause (i) of clause 4.14.2 was substituted vide SEBI Circular No. RMB (Compendium) Series Circular No. 1 (2001-2002) dated July 17, 2001. Prior to the above amendments made (vide footnotes 55 and 56), clauses 4.14.1 and 4.14.2 were substituted vide SEBI Circular No. DIP (Compendium) Circular No. 3 dated August 04, 2000 for the following: 4.14.1 Any security issued to promoters or other shareholders, out of revaluation of assets or capitalisation of intangible assets, within a period of 3 preceding years from the date of filing of offer documents with the Board, shall be locked-in for a period of 3 years from the date of allotment of the proposed issue of capital. 4.14.2 Any security to promoters or other shareholders, issued by way of bonus out of revaluation reserves, within a period of 3 preceding years, shall be locked-in for a period of 3 years from the date of allotment of the proposed issue of capital. 4.14.3 In case of unlisted companies, any security issued to promoter or to any other shareholder, during the preceding one year, at a price lower than the price at which equity is being offered to public shall be locked-in for a period of 3 years from the date of allotment of the proposed issue of capital. 31 Substituted sub-clause (i) vide SEBI Circular No. SEBI/CFD/DIL/DIP/23/2006/16/10 dated October 16, 2006 for the following: (i) pre-issue share capital held by Venture Capital Funds and Foreign Venture Capital Investors registered with the Board. However, the same shall be locked-in as per the provisions of the SEBI (Venture Capital Funds) Regulations, 1996 and SEBI (Foreign Venture Capital Investors) Regulations, 2000 and any amendments thereto; 32 Inserted proviso to sub-clause (ii), vide SEBI Circular No. SEBI/CFD/DIL/DIP/ 27/2007/10/7 dated July 10, 2007. 33 Inserted Proviso to sub-clause (ii) clause 4.14.2, vide SEBI Circular No. SEBI/CFD/DIL/DIP/32/2008/28/08 dated August 28, 2008 34 Inserted, vide SEBI Circular No. SEBI/CFD/DIL/DIP/36/2009/09/07 dated July 9, 2009. 35 Substituted vide SEBI circular No. SEBI/CFD/DIL/DIP/32/2008/28/08 dated August 28, 2008 for the words this proviso . 36 Substituted vide SEBI Circular No. DIP (Compendium) Circular No. 3 dated August 04, 2000 for the following clause: Lock-in of pre issue share capital of an unlisted company Where an unlisted company eligible to make a public issue and desirous of getting its securities listed on a recognised stock exchange pursuant to a public issue has issued shares to any person within six (6) months prior to the date of opening of the public issue at a price lower than the price at which equity is being offered/issued to public, the entire share capital (except shares issued to venture capitalists and employees of the company) existing prior to public issue shall be locked in for a period of six (6) months from the date of trading of the shares on the regional stock exchange. Provided, the lock-in would not apply to the shares (other than shares issued to promoters, friends, relatives and associates) if the same were issued more than 6 months prior to the date of opening of the public issue and are offered under offer for sale. Initially inserted vide SEBI Circular No. RMB (Compendium) Series Circular No. 2 (1999 2000) dated February 16, 2000. 37 Inserted proviso, vide SEBI Circular No. SEBI/CFD/DIL/DIP/25/2007/30/4 dated April 30, 2007. 38 Substituted vide SEBI Circular No. RMB (Compendium) Series 2003-2004 Circular No. 9 dated May 2, 2003 for the following clause: Transfer of locked-in securities amongst promoters as named in the offer document, can be made subject to the lock-in being applicable to the transferees for the remaining period of lock in.