Chapter 5 - Pre-issue obligations - SEBI (Disclosure and Investor Protection Guidelines) 2000

CHAPTER V PRE- ISSUE OBLIGATIONS 5.0 The pre-issue obligations are detailed below: 5.1 The lead merchant banker shall exercise due diligence. 5.1.1 The standard of due diligence shall be such that the merchant banker shall satisfy himself about all the aspects of offering, veracity and adequacy of disclosure in the offer documents. 5.1.2 The liability of the merchant banker as referred to clause 5.1.1 shall continue even after the completion of issue process. 5.2 The lead merchant banker shall pay requisite fee in accordance with regulation 24A of Securities and Exchange Board of India (Merchant Bankers) Rules and Regulations, 1992 along with draft offer document filed with the Board. 1 (In case of a fast track issue, the requisite fee shall be paid along with the copy of the red herring prospectus, prospectus or letter of offer, as the case may be, filed under clause 2.1.2A.2.) 2 (5.2.1 The lead merchant banker shall ensure that facility of Applications Supported by Blocked Amount is provided in all book built public issues 3 (and rights issues, whichever is applicable,) which provide for not more than one payment option to the retail individual investors.) 5.3 Documents to be submitted along with the Offer Document by the Lead Manager 5.3.1 Memorandum of Understanding (MOU) 5.3.1.1 No company shall make an issue of security through a public or rights issue unless a Memorandum of Understanding has been entered into between a lead merchant banker and the issuer company specifying their mutual rights, liabilities and obligations relating to the issue. 5.3.1.2 The MOU shall contain such clauses as are specified at Schedule I and such other clauses as considered necessary by the lead merchant banker and the issuer company. Provided that the MOU shall not contain any clause whereby the liabilities and obligations of the lead merchant banker and issuer company under the Companies Act, 1956 and Securities and Exchange Board of India (Merchant Bankers) Rules and Regulations, 1992 are diminished in any way. 5.3.1.3 The Lead Merchant Banker responsible for drafting of the offer documents shall ensure that a copy of the MOU entered into with the issuer company is submitted to the Board along with the draft offer document. 5.3.2 Inter-se Allocation of Responsibilities 5.3.2.1 In case a public or rights issue is managed by more than one Merchant Banker the rights, obligations and responsibilities of each merchant banker shall be demarcated as specified in Schedule II. 5.3.2.2 In case of under subscription at an issue, the Lead Merchant Banker responsible for underwriting arrangements shall invoke underwriting obligations and ensure that the underwriters pay the amount of devolvement and the same shall be incorporated in the inter-se allocation of responsibilities (Schedule II) accompanying the due diligence certificate submitted by the Lead Merchant Banker to the Board . 4 (Provided that in case of a fast track issue, inter-se allocation of responsibilities (Schedule II) shall not be submitted to the Board) 5.3.3 Due Diligence Certificate 5.3.3.1 The lead merchant banker, shall furnish to the Board a due diligence certificate as specified in Schedule III along with the draft 5 (offer document.) 6 (5.3.3.1A In case of a fast track issue, the lead merchant banker shall furnish a due diligence certificate to the Board as per the format specified in Schedule III, after including therein additional confirmations / certification to Schedule III, as specified in Schedule VI-A, along with the copy of the red herring prospectus, prospectus or letter of offer, as the case may be, filed under clause 2.1.2A.2.) 7 ( 8 (5.3.3.1B) In case of a debenture issue, the lead merchant banker shall also furnish to the Board a due diligence certificate given by the debenture trustee in the format specified in Schedule IIIA along with the draft offer document 9 (or in case of a fast track issue, along with the copy of the red herring prospectus, prospectus or letter of offer filed under clause 2.1.2A.2.)) 5.3.3.2 In addition to the due diligence certificate furnished along with the draft offer document, the Lead Merchant Banker shall also: 10 ( 11 ((ia) Where the second proviso to clause 6.3, or clause 6.39 are applicable, certify that the issuer company is complying with conditions (a) and (b) laid down in 2nd proviso to clause 6.3 or with conditions (a), (b) and (c) laid down in clause 6.39, as the case may be;)) 12 ((ib)) certify that all amendments suggestion or observations made by Board have been incorporated in the offer document; (ii) furnish a fresh due diligence certificate at the time of filing the prospectus with the Registrar of Companies as per the format specified at Schedule IV. (iii) furnish a fresh certificate immediately before the opening of the issue that no corrective action on its part is needed as per the format specified at Schedule V. (iv) furnish a fresh certificate after the issue has opened but before it closes for subscription as per the format specified at Schedule VI. 13 (5.3.3.3 The Lead Managers who are responsible for conducting due diligence exercise with respect to contents of the offer document, as per inter-se allocation of responsibilities shall sign due diligence certificate 5.3.4 Certificates Signed by the Company Secretary or Chartered Accountant, in Case of Listed Companies Making Further Issue of Capital 5.3.4.1 The Lead Merchant Banker shall furnish the following certificates duly signed by 14 (Company Secretary) or Chartered Accountants along with the draft offer documents: (a) all refund orders of the previous issues were despatched within the prescribed time and in the prescribed manner; (b) all security certificates were despatched to the allottees within the prescribed time and in the prescribed manner; (c) the securities were listed on the Stock Exchanges as specified in the offer documents. 5.3.5 Undertaking 5.3.5.1 The issuer shall submit an undertaking to the Board to the effect that transactions in securities by the `promoter the promoter group and the immediate relatives of the `promoters during the period between the date of filing the offer documents with the Registrar of Companies or Stock Exchange as the case may be and the date of closure of the issue shall be reported to the Stock exchanges concerned within 24 hours of the transaction(s). 5.3.6 15 (List of Promoters Group and other Details 5.3.6.1 The issuer company shall submit to the Board the list of the persons who constitute the Promoters Group and their individual shareholding. 5.3.6.2 The issuer company shall submit to the Stock Exchanges on which securities are proposed to be listed, the Permanent Account Number, Bank Account Number and Passport Number of the promoters at the time of filing the draft offer document to them.) 5.4 Appointment of Intermediaries 5.4.1 Appointment of Merchant Bankers 5.4.1.1 16 (A Merchant Banker shall not lead manage the issue if he is a promoter or a director or associate of the issuer company. Provided that a merchant banker holding the securities of the issuer company may lead manage the issue if; a. the securities of the issuer company are listed or proposed to be listed on the Over the Counter Exchange of India (OTCEI) and; b. the Market Makers have either been appointed or are proposed to be appointed as per the offer document. 17 (Provided further that a merchant banker who is an associate of the issuer company may be appointed as a merchant banker for the issue, if it is involved only in the marketing of the issue.) Explanation: For the purposes of this clause, a merchant banker shall be deemed to be an associate of the issuer if: (i) either of them controls directly or indirectly, through itself, its subsidiary or holding company, not less than 15 percent of the voting power of the other; or (ii) either of them, directly or indirectly, by itself or in combination with other persons, exercises control over the other; or (iii) There is a common director, excluding nominee director, amongst the body corporate/ its subsidiary or holding company and the Merchant Banker. Provided that the expression control shall have the same meaning as defined under clause (c) of Regulation 2 of SEBI (Substantial Acquisitions of Shares and Takeovers) Regulations, 1997.) 5.4.2 18 (Deleted) 5.4.3 Appointment of Other Intermediaries 5.4.3.1 Lead Merchant Banker shall ensure that the other intermediaries 19 (deleted) are duly registered with the Board, wherever applicable. 5.4.3.1.1 Before advising the issuer on the appointment of other intermediaries, the Lead Merchant Banker shall independently assess the capability and the capacity of the various intermediaries to carry out assignment. 20 (Provided that nothing contained in this clause shall apply in case of Self Certified Syndicate Bank.) 5.4.3.1.2 The Lead Merchant Banker shall ensure that issuer companies enter into a Memorandum of Understanding with the intermediary (ies) concerned whenever required 21 (and also take note of the deemed agreement with the Self Certified Syndicate Banks as provided in the Application Supported by Blocked Amount process). 5.4.3.2 The Lead Merchant Banker shall ensure that Bankers to the Issue are appointed in all the mandatory collection centres as specified in clause 5.9. 5.4.3.3 The Lead Merchant Banker shall not act as a Registrar to an issue in which it is also handling the post issue responsibilities. 5.4.3.4 The Lead Merchant Bankers shall ensure that; a the Registrars to Issue registered with the Board are appointed in all public issues and rights issues; b in case where the issuer company is a registered Registrar to an Issue, the issuer shall appoint an independent outside Registrar to process its issue; 22 (c) Registrar to an issue which is associated with the issuer company as a promoter or a director shall not act as Registrar for the issuer company. 23 (d) Where the number of applications in a public issue is expected to be large, the issuer company in consultation with the lead merchant banker may associate one or more Registrars registered with the Board for the limited purpose of collecting the application forms at different centres and forward the same to the designated Registrar to the Issue as mentioned the offer document. The designated Registrar to the Issue shall, be primarily and solely responsible for all the activities as assigned to them for the issue management. 5.5 Underwriting 5.5.1 The lead merchant banker shall satisfy themselves about the ability of the underwriters to discharge their underwriting obligations. 5.5.2 The lead merchant banker shall: a incorporate a statement in the offer document to the effect that in the opinion of the lead merchant banker, the underwriters assets are adequate to meet their underwriting obligations; b obtain Underwriters written consent before including their names as underwriters in the final offer document. 5.5.3 In respect of every underwritten issue, the lead merchant banker(s) shall undertake a minimum underwriting obligation of 5% of the total underwriting commitment or 25 lacs whichever is less. 5.5.4 The outstanding underwriting commitments of a merchant banker shall not exceed 20 times its networth at any point of time. 5.5.5 In respect of an underwritten issue, the lead merchant banker shall ensure that the relevant details of underwriters are included in the offer document. 5.6 Offer Document to be Made Public 5.6.1 The draft offer document filed with the Board shall be made public for a period of 24 ( 25 (21 days)) from the date of filing the offer document with the Board. 5.6.2 26 (The lead merchant banker shall, i. while filing the draft offer document with the Board in terms of Clause 2.1, also file the draft offer document with the stock exchanges where the securities are proposed to be listed; 27 (i-a while filing the copy of the red herring prospectus, prospectus or letter of offer, as the case may be, with the Board under clause 2.1.2A.2, also file the copy of the red herring prospectus, prospectus or letter of offer with the stock exchanges on which the securities to be offered in the fast track issue are proposed to be listed); ii. 28 (make copies of the draft offer document available to the public, host the draft and final offer documents on the websites of the all the lead managers / syndicate members associated with the issue and also ensure that the contents of documents hosted on the websites are the same as that of their printed versions.) 29 (Further, where the issuer company is complying with provisos to clause 6.3 or clause 6.39, as the case may be, the offer document of the immediately preceding public or rights issue shall also be displayed on the websites in a similar manner); 30 (Provided that nothing contained in this sub-clause, other than the provisions pertaining to hosting of the final offer documents on the websites of all the lead managers / syndicate members associated with the issue and ensuring that the contents of the final offer documents hosted on the websites are the same as that of their printed versions, shall apply to a fast track issue.) iii. obtain and furnish to the Board, an in-principle approval of the stock exchanges for listing of the securities within 15 days of filing of the draft offer document with the stock exchanges.) 5.6.3 Lead merchant banker or stock exchanges may charge an appropriate sum to the person requesting for the copy of offer document. 31 (5.6A Pre Issue Advertisement 5.6A.1 Subject to section 66 of the Companies Act, 1956, the issuer company shall soon after receiving final observations, if any, on the draft prospectus or draft Red Herring Prospectus from the Board, make an advertisement in an English national Daily with wide circulation, one Hindi National newspaper and a regional language newspaper with wide circulation at the place where the registered office of the issuer is situated, which shall be in the format and contain the minimum disclosures as given in Part A of Schedule XX A both in case of fixed price issues as well as book built issues.) 32 (Provided that in case of a fast track issue, the advertisement shall be made before the issue opening date) 5.6B 33 (IPO Grading 5.6B.1 Every unlisted company obtaining grading for IPO under clause 2.5A.1 shall disclose all the grades obtained, along with the rationale/ description furnished by the credit rating agency(ies) for each of the grades obtained, in the Prospectus, Abridged Prospectus, issue advertisements and at all other places where the issuer company is advertising for the IPO.) 34 (5.6B.2 IPO grading reports for each of the grades obtained by the unlisted company shall be included in the list of material contracts required under clause 6.15.1.) 5.7 Despatch of Issue Material 5.7.1 The lead merchant banker shall ensure that for public issues offer documents and other issue materials are dispatched to the various stock exchanges, brokers, underwriters, bankers to the issue, investors associations, 35 (Self Certified Syndicate Banks) etc. in advance as agreed upon. 5.7.2 In the case of rights issues, lead merchant banker shall ensure that the 36 (abridged letters of offer) 37 (along with composite application form) are dispatched to all shareholders at least 38 (three days) before the date of opening of the issue. 39 (Provided that where a specific request for letter of offer is received from any shareholder, the Lead Merchant Banker shall ensure that the letter of offer is made available to such shareholder.) 5.7.3 40 (Deleted) 5.8 No Complaints Certificate 5.8.1 After a period of 41 ( 42 (21 days)) from the date the draft offer document was made public, the Lead Merchant Banker shall file a statement with the Board: i) giving a list of complaints received by it; ii) a statement by it whether it is proposed to amend the draft offer document or not, and; iii) highlight those amendments. 5.9 Mandatory Collection Centres 5.9.1 The minimum number of collection centres for an issue of capital shall be: a) the four metropolitan centres situated at Mumbai, Delhi, Calcutta and Chennai b) all such centres where the stock exchanges are located in the region in which the registered office of the company is situated. c) the regional division of collection centres is indicated in Schedule VII. 5.9.2 The issuer company shall be free to appoint as many collection centres as it may deem fit in addition to the above minimum requirement. 43 (5.9.3 In addition to the provisions of clause 5.9.1 and 5.9.2 above, in respect of issues where Application Supported by Blocked Amount is applicable, all designated branches of Self Certified Syndicate Banks shall be deemed as mandatory collection centres.) 5.10 Authorised Collection Agents 5.10.1 The issuer company can also appoint authorised collection agents in consultation with the Lead Merchant Banker subject to necessary disclosures including the names and addresses of such agents made in the offer document. 5.10.2 The modalities of selection and appointment of collection agents can be made at the discretion of the Lead Merchant Banker. 5.10.3 The lead merchant banker shall ensure that the collection agents so selected are properly equipped for the purpose, both in terms of infrastructure and manpower requirements. 5.10.4 The collection agents may collect such applications as are accompanied by payment of application moneys paid by cheques, drafts and stock invests. 5.10.5 The authorised collection agent shall not collect application moneys in cash. 5.10.6 The applications collected by the collection agents shall be deposited in the special share application account with designated scheduled bank either on the same date or latest by the next working day. 5.10.7 The application forms along with duly reconciled schedules shall be forwarded by the collection agent to the Registrars to the Issue after realisation of cheques and after weeding out the applications in respect of cheques return cases, within a period of 2 weeks from the date of closure of the public issue. 5.10.8 44 (Deleted) 5.10.9 The offer documents and application forms shall specifically indicate that the acknowledgement of receipt of application moneys given by the collection agents shall be valid and binding on the issuer company and other persons connected with the issue. 5.10.10 The investors from the places other than from the places where the mandatory collection centres and authorised collection agents are located, can forward their applications along with stock invests to the Registrars to the Issue directly by Registered Post with Acknowledgement Due. 5.10.11 The applications received through the registered post shall be dealt with by the Registrars to the Issue in the normal course. 5.11 Advertisement for Rights Post Issues 5.11.1 The Lead Merchant Banker shall ensure that in case of a rights issue, an advertisement giving the date of completion of despatch of letters of offer, shall be released in at least in an English National Daily with wide circulation, one Hindi National Paper and a Regional language daily circulated at the place where registered office of the issuer company is situated at least 45 (3 days) before the date of opening of the issue. 5.11.2 The advertisement referred to in clause 5.11.1 shall indicate the centres other than registered office of the company where the shareholders or the persons entitled to rights may obtain duplicate copies of composite application forms in case they do not receive the original application form within a reasonable time even after opening of the rights issue. 5.11.3 Where the shareholders have neither received the original composite application forms nor are they in a position to obtain the duplicate forms, they may make applications to subscribe to the rights on a plain paper. 5.11.4 46 (The advertisement shall also contain a format to enable the shareholders to make the application on a plain paper containing necessary particulars like name, address, ratio of right issue, issue price, number of shares held, ledger folio numbers, Depository Participant ID, Client ID number of shares entitled and applied for, additional shares if any, amount to be paid along with application, particulars of cheque, etc. to be drawn in favour of the company Account - Rights issues.) 5.11.5 The advertisement shall further mention that applications can be directly sent by the shareholder through Registered Post together with the application moneys to the company s designated official at the address given in the advertisement. 5.11.6 47 (The advertisement may also invite attention of the shareholders to the fact that the shareholders making the applications otherwise than on the composite application form shall not be entitled to renounce their rights and shall not utilise the composite application form for any purpose including renunciation even if it is received subsequently. ) 5.11.7 48 (If the shareholder makes an application in more than one mode i.e. both in the Composite Application Form and on plain paper, he may face the risk of rejection of both the applications.) 5.12 Appointment of Compliance Officer 5.12.1 An issuer company shall appoint a compliance officer who shall directly liaise with the Board with regard to compliance with various laws, rules, regulations and other directives issued by the Board and investors complaints related matter. 5.12.2 The name of the compliance officer so appointed shall be intimated to the Board. 5.13 Abridged Prospectus 5.13.1 The Lead Merchant Banker shall ensure the following: i) Every application form 49 (including Application Supported by Blocked Amount forms) distributed by the issuer Company or anyone else is accompanied by a copy of the Abridged Prospectus. ii) The application form 50 (including Application Supported by Blocked Amount forms) may be stapled to form part of the Abridged Prospectus. Alternatively, it may be a perforated part of the Abridged Prospectus. iii) The Abridged Prospectus shall not contain matters which are extraneous to the contents of the prospectus. iv) 51 (The Abridged prospectus shall be printed in a font size as specified in clause 6.16.1.) v) Enough space shall be provided in the application form to enable the investors to file in various details like name, address, etc. 52 (5.14 Agreements with depositories 5.14.1 The lead manager shall ensure that the issuer company has entered into agreements with all the depositories for dematerialisation of securities. He shall also ensure that an option be given to the investors to receive allotment of securities in dematerialised form through any of the depositories.) 53 (5.15 Branding of securities 5.15.1 Securities may be branded describing their nature but not the quality.) 54 (5.15A Non applicability of certain provisions to fast track issues) 55 (5.15A.1 Nothing contained in clauses 5.3.1.3, 5.3.3.1, 5.3.3.2, 5.3.4.1, 5.3.5.1, 5.3.6.1, 5.3.6.2 and sub-clauses (i) and (iii) of clause 5.6.2 shall apply to a fast track issue.) ********* 1 Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007. 2 Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/31/2008/30/7 dated July 30, 2008 3 Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/38/2009/08/20 dated August 20, 2009 4 Inserted proviso, vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007. 5 Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007 for the words prospectus . 6 New clause 5.3.3.1A inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007, after renumbering the erstwhile clause 5.3.3.1A as clause 5.3.3.1B. 7 Inserted vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003 as clause 5.3.3.1A . Subsequently renumbered the clause as clause 5.3.3.1B , vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007. 8 Renumbered clause 5.3.3.1A as clause 5.3.3.1B, vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007. 9 Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007. 10 Substituted vide Circular No. SEBI/CFD/DIL/DIP/38/2009/08/20 dated August 20, 2009 for following: where provisos to clause 6.3 or clause 6.39 are applicable, certify that the issuer company is complying with conditions (a) and (b) laid down in 1st proviso to clause 6.3 or with conditions (a) and (b) laid down in 1st proviso to clause 6.39, as the case may be); 11 Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/19/2006/31/3 dated March 31, 2006. 12 Renumbered sub-clause (i) as clause (ib) , vide SEBI Circular No. SEBI/CFD/DIL/DIP/19/2006/31/3 dated March 31, 2006. 13 Inserted vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003. 14 Substituted vide SEBI Circular No. DIP (Compendium) Circular No. 3 dated August 04, 2000 for the word companies . 15 Substituted vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003 for the following: 5.3.6 List of Promoters Group 5.3.6.1 The issuer shall submit to the Board a list of persons who constitute the Promoters Group and their individual shareholdings. 16 Substituted vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003 for the following: Merchant Banker who is associated with the issuer company as a promoter or a director shall not to lead manage the issue of the company. Provided that the lead merchant banker holding the securities of the issuer company may lead manage the issue; a. if the securities of the issuer company are listed or proposed to be listed on the Over the Counter Exchange of India (OTCEI) and; b the Market Makers have either been appointed or are proposed to be appointed as per the offer document. 17 Inserted proviso, vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007. 18 Omitted the following clause vide SEBI Circular No. SEBI/CFD/DIL/DIP/14/2005/25/1 dated January 25, 2005: 5.4.2 Appointment of Co-managers 5.4.2.1 Lead Merchant Bankers shall ensure that the number of co-managers to an issue does not exceed the number of Lead Merchant Bankers to the said issue and there is only one advisor to the issue. 19 Omitted the following words vide SEBI Circular No. SEBI/CFD/DIL/DIP/31/2008/30/7 dated July 30, 2008: being appointed 20 Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/31/2008/30/7 dated July 30, 2008. 21 Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/31/2008/30/7 dated July 30, 2008. 22 Omitted the following vide SEBI Circular No. SEBI/CFD/DIL/DIP/14/2005/25/1 dated January 25, 2005 and numbered the sub clause as c : The lead merchant banker shall ensure that 23 Numbered the sub-clause as d , vide SEBI Circular No. SEBI/CFD/DIL/DIP/14/2005/25/1 dated January 25, 2005. 24 Substituted, vide SEBI Circular No. SEBI/CFD/DIL/DIP/25/2007/30/4 dated April 30, 2007, for the words 21 days . 25 Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007, for the words 21 days . 26 Substituted vide SEBI Circular No. DIP (Compendium) Circular No. 3 dated August 04, 2000 for the following: The Lead Merchant Banker shall; a. simultaneously file copies of the draft offer document with the stock exchanges where the securities offered through the issue are proposed to be listed. b. make copies of offer document available to the public . 27 Inserted sub-clause, vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007. 28 Substituted vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003 for the following: make copies of draft offer document available to the public . 29 Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/19/2006/31/3 dated March 31, 2006. 30 Inserted proviso, vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007. 31 Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/14/2005/25/1 dated January 25, 2005. 32 Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007. 33 Substituted, vide SEBI Circular No. SEBI/CFD/DIL/DIP/25/2007/30/4 dated April 30, 2007, for the following clause, which was inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/21/2006/24/4 dated April 24, 2006: 5.6B IPO Grading 5.6B.1 An unlisted company making an IPO of equity shares or any other security which may be converted into or exchanged with equity shares at a later date may opt to obtain grading for such an IPO from one or more credit rating agencies. 5.6B.2 Where an issuer opts to obtain IPO grading under clause 5.6B.1, it shall disclose all grades so obtained by it, including unaccepted grades, in the prospectus and abridged prospectus. 34 Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007. 35 Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/31/2008/30/7 dated July 30, 2008. 36 Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/19/2006/31/3 dated March 31, 2006 for the words letters of offer 37 Inserted vide circular No. SEBI/CFD?DIL/DIP/38/2009/08/20 dated August 20, 2009 38 Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/34/2009/24/09 dated February 24, 2009 for the words one week . 39 Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/19/2006/31/3 dated March 31, 2006. 40 Omitted the following clause vide SEBI Circular No. RMB (Compendium) Series Circular No. 2 (1999-2000) dated February 16, 2000: after the prospectus a letter of offer has been filed with the Registrar of Companies or Stock Exchange, the printed prospectus or letter of offer shall be forwarded to Board atleast 10 days prior to the issue opening date . 41 Substituted, vide SEBI Circular No. SEBI/CFD/DIL/DIP/25/2007/30/4 dated April 30, 2007, for the words 21 days . 42 Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007 for the words 30 days . 43 Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/31/2008/30/7 dated July 30, 2008. 44 Omitted the following clause vide SEBI Circular No. SEBI/CFD/DIL/DIP/14/2005/25/1 dated January 25, 2005: 5.10.8 The applications accompanied by stockinvests shall be sent directly by the collection agent to the Registrars to the Issue along with the schedules within one week from the date of closure of the issue. 45 Substituted vide SEBI circular No. SEBI/CFD/DIL/DIP/32/2008/28/08 dated August 28, 2008 for the words and figures 7 days . 46 Substituted vide circular No. SEBI/CFD/DIL/DIP/38/2009/08/20 dated August 20, 2009 for following: The advertisement shall also contain a format to enable the shareholders to make the application on a plain paper containing necessary particulars like name, address, ratio of right issue, issue price, number of shares held, ledger folio numbers, number of shares entitled and applied for, additional shares if any, amount to be paid along with application, particulars of cheque, etc. to be drawn in favour of the company Account - Rights issues. 47 Substituted vide circular No. SEBI/CFD/DIL/DIP/38/2009/08/20 dated August 20, 2009 for the following:- The advertisement may also invite attention of the shareholders to the fact that the shareholders making the applications otherwise than on the standard form shall not be entitled to renounce their rights and shall not utilise the standard form for any purpose including renunciation even if it is received subsequently. 48 Substituted vide circular No. SEBI/CFD/DIL/DIP/38/2009/08/20 dated August 20, 2009 for the following:- If the shareholder makes an application on plain paper and also in standard form, he may face the risk of rejection of both the applications. 49 Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/31/2008/30/7 dated July 30, 2008. 50 Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/31/2008/30/7 dated July 30, 2008. 51 Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/19/2006/31/3 dated March 31, 2006 for the following: The Abridged Prospectus shall be printed at least in point 7 size with proper spacing. 52 Inserted Clause nos. 5.14 and 5.14.1 vide SEBI Circular No. RMB (Compendium) Series Circular No. 2 (1999-2000) dated February 16, 2000. 53 Inserted Clause nos. 5.15 and 5.15.1 vide SEBI/CFD/DIL/DIP/Circular No. 11 dated August 14, 2003. 54 Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007. 55 Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007.