Streamlining the Process of Public Issue of Equity Shares and convertibles - SEBI - SEBI/HO/CFD/DIL2/CIR/P/2018/138

CIRCULAR SEBI/HO/CFD/DIL2/CIR/P/2018/138 November 1, 2018 To Recognized Stock Exchanges Depositories Registered Stock Brokers Registered Merchant Bankers Registered Registrars to an Issue and Share Transfer Agents Registered Depository Participants Registered Bankers to an Issue National Payments Corporation of India Dear Sir / Madam, Sub: Streamlining the Process of Public Issue of Equity Shares and convertibles 1. SEBI, in its endeavor to provide an efficient mechanism for raising funds, has been continuously striving to streamline the process and methodologies associated with public issue fund raising process. Towards this end, the time duration from issue closure to listing was shortened from 12 working days to 6 working days with effect from January 01, 2016, making Application Supported by Blocked Amount (ASBA) mechanism as the sole payment mechanism in public issues. 2. As a part of the continuing efforts to further streamline the process, it has been decided, in consultation with the stake holders to introduce the use of Unified Payments Interface (UPI) as a payment mechanism with Application Supported by Block Amount (ASBA) for applications in public issues by retail individual investors through intermediaries (Syndicate members, Registered Stock Brokers, Registrar and Transfer agent and Depository Participants). The proposed process would increase efficiency, eliminate the need for manual intervention at various stages, and will reduce the time duration from issue closure to listing by upto 3 working days. 3. Considering the time required for making necessary changes to the systems and to ensure complete and smooth transition to UPI payment mechanism, the proposed alternate payment mechanism and consequent reduction in timelines is proposed to be introduced in a phased manner as under: 3.1 Phase I : From January 01, 2019, the UPI mechanism for retail individual investors through intermediaries will be made effective along with the existing process and existing timeline of T+6 days. The same will continue, for a period of 3 months or floating of 5 main board public issues, whichever is later. 3.2 Phase II : Thereafter, for applications by retail individual investors through intermediaries, the existing process of physical movement of forms from intermediaries to Self-Certified Syndicate Banks (SCSBs) for blocking of funds will be discontinued and only the UPI mechanism with existing timeline of T+6 days will continue, for a period of 3 months or floating of 5 main board public issues, whichever is later. 3.3 Phase III : Subsequently, final reduced timeline will be made effective using the UPI mechanism. 4. New entities / mechanisms part of the public issue process using UPI with ASBA National Payments Corporation of India (NPCI) : NPCI, a Reserve Bank of India (RBI) initiative, is an umbrella organization for all retail payments in India. It has been set up with the guidance and support of the Reserve Bank of India (RBI) and Indian Banks Association (IBA); Unified Payments Interface (UPI): UPI is an instant payment system developed by the NPCI. It enables merging several banking features, seamless fund routing merchant payments into one hood. UPI allows instant transfer of money between any two persons bank accounts using a payment address which uniquely identifies a person's bank a/c. Sponsor Bank: Sponsor Bank means a Banker to the Issue registered with SEBI which is appointed by the Issuer to act as a conduit between the Stock Exchanges and NPCI in order to push the mandate collect requests and / or payment instructions of the retail investors into the UPI; 5. Channels for making application 5.1 For the purpose of public issues, UPI would allow facility to block the funds at the time of application. With the introduction of UPI as a payment mechanism, various channels for making application in public issue by various categories of investors, in Phase I would be as below: Category of Investor Channels for making application Channel I Channel II Channel III Channel IV Retail Individual Investor (RII) Investor may submit the bid-cum-application form, with ASBA as the sole mechanism for making payment, physically at the branch of a SCSB, i.e. investor s bank, or online, if such facility is provided by the SCSB. For such applications, the existing process of uploading of bid and blocking of funds in investors account by the SCSB would continue. Investor may submit the bid-cum-application form online using the facility of linked online trading, demat and bank account (3-in-1 type accounts), provided by some of the brokers. Investor may submit bid-cum-application form with any of the intermediary, along with details of his/her bank account for blocking of funds. For such applications, the intermediary would upload the bid in stock exchange bidding platform and forward the application form to a branch of SCSB for blocking of funds.* A RII would also have the option to submit bid-cum-application form with any of the intermediary and use his / her UPI ID for the purpose of blocking of funds. Qualified Institutional Buyer (QIB) Not applicable Non Institutional Investor (NII) Not applicable 5.2 *For Phase II and Phase III, the RIIs will have the option to use only Channel I, II and IV for making application in a public issue. 6. Timelines 6.1 An indicative process flow for applications in public issue submitted by retail individual investor is placed at Annexure I. 6.2 The revised indicative timelines for various activities in Phase I II are specified at Annexure II and Annexure III, respectively, to this circular. The timelines for Phase III will be notified subsequently. 7. Process of becoming a Sponsor Bank 7.1 Banks desirous of becoming Sponsor Bank and to be eligible to be appointed as a Sponsor Bank by the Issuer shall complete the following formalities: 7.1.1 Register with SEBI as Bankers to an Issue in terms of SEBI (Bankers to an Issue) Regulations, 1994; 7.1.2 UPI certification as specified, with NPCI; 7.1.3 Mock trial run of the systems with stock exchange and RTAs, and 7.1.4 Certify to SEBI about readiness to act as a Sponsor Bank and for inclusion of their name in SEBI s list of Sponsor Bank, as per the format specified in Annexure IV. 7.2 Such Banks shall submit the aforesaid certification to SEBI, latest by December 15, 2018, for uploading the names of such Sponsor Banks on SEBI website. 8. Process of UPI 2.0 Certification by Self Certified Syndicate Banks (SCSBs) 8.1 All SCSBs offering facility of making application in public issues shall also provide facility to make application using UPI. 8.2 For this purpose, all SCSBs shall undertake necessary certification with NPCI. 8.3 Certify to SEBI about readiness to provide facility to investor to make application using UPI as an alternate payment mechanism, as per the format specified in Annexure V. 8.4 All SCSBs shall submit the aforesaid certification to SEBI, latest by December 15, 2018, for uploading the names of such SCSBs on SEBI website. 9. Validation by Depositories 9.1 The details of investor viz. PAN, DP ID / Client ID, entered in the Stock Exchange platform at the time of bidding, shall be validated by the Stock Exchange/s with the Depositories on real time basis. 9.2 Stock Exchanges and Depositories shall put in place necessary infrastructure for this purpose. 10. Number of applications per bank account 10.1 In order to ensure parity across the various channels for submitted applications, it has been decided that an investor making application using any of the aforesaid channel, shall use only his / her own bank account or only his / her own bank account linked UPI ID to make an application in public issues. 10.2 Applications made using third party bank account or using third party linked bank account UPI ID are liable for rejection. 10.3 Sponsor Bank shall provide the investors UPI linked bank account details to RTA for purpose of reconciliation. 10.4 RTA shall undertake technical rejection of all applications to reject applications made using third party bank account. 11. Obligations of the Issuer 11.1 The issuer shall appoint one of the SCSBs as Sponsor Bank to act as a conduit between the Stock Exchanges and NPCI in order to push the mandate collect requests and / or payment instructions of the retail investors into the UPI; 11.2 The Sponsor Bank appointed by the issuer may be the same as the bank with whom the public issue account has been opened. 12. Other requirements 12.1 The details of commission and processing fees payable to each intermediary and the timelines for payment shall be disclosed in the offer document. 12.2 The intermediaries shall provide necessary guidance to their investors in use of UPI while making applications in public issues. 12.3 All entities involved in the process shall co-ordinate with one another to ensure completion of listing of shares and commencement of trading in Phase I by T+6. 12.4 In Phase II, such entities shall aim to expeditiously complete the process of listing of shares and commencement of trading, in any case, not later than T+6. 12.5 The text of data fields required in the Application-cum-bidding-form relating to UPI and an illustrative Application-cum-bidding-form is placed at Annexure VI to this Circular. 12.6 Merchant bankers shall ensure that appropriate disclosures with respect to UPI are made in offer documents and advertisements in accordance with this circular. Format for the advertisement will be issued separately. 12.7 All entities involved in the process are advised to take necessary steps to ensure compliance with this circular. 13. The various provisions and indicative timelines, prescribed vide the following circulars, shall stand modified to the extent stated under this circular: 13.1 SEBI/CFD/DIL/ASBA/1/2009/30/12 dated December 30, 2009; 13.2 CIR/CFD/DIL/2/2010 dated April 06, 2010; 13.3 CIR/CFD/DIL/3/2010 dated April 22, 2010; 13.4 CIR/CFD/DIL/7/2010 dated July 13, 2010; 13.5 CIR/CFD/DIL/8/2010 dated October 12, 2010; 13.6 CIR/CFD/DIL/1/2011 dated April 29, 2011; 13.7 CIR/CFD/DIL/2/2011 dated May 16, 2011; 13.8 CIR/CFD/DIL/12/2012 dated September 13, 2012; 13.9 CIR/CFD/DIL/13/2012 dated September 25, 2012; 13.10 CIR/CFD/14/2012 dated October 04, 2012; 13.11 CIR/CFD/DIL/1/2013 dated January 02, 2013; 13.12 CIR/CFD/DIL/4/2013 dated January 23, 2013; 13.13 CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 13.14 CIR/CFD/DIL/1/2016 dated January 01, 2016; 13.15 SEBI/HO/CFD/DIL/CIR/P/2016/26 dated January 21, 2016 14. This circular shall be applicable for all Red Herring Prospectus filed for public issues opening on or after January 01, 2019. 15. This circular is being issued in exercise of the powers under section 11 read with section 11A of the Securities and Exchange Board of India Act, 1992. 16. This circular is available on SEBI website at www.sebi.gov.in under the categories Legal Framework and Issues and Listing . Yours faithfully, Narendra Rawat Deputy General Manager +91-22-26449383 [email protected] Annexure I Indicative process flow for applications in public issue submitted by retail individual investor 1. Channels of submission of application forms 1.1. A retail individual investor (RII) can submit the application for subscribing to a public issue through the following channels: 1.1.1. Application submitted with Self Certified Syndicate Bank (SCSB) i.e. RIIs bank (i) A RII may submit the bid-cum-application form, with ASBA as the sole mechanism for making payment, physically at the branch of a SCSB, i.e. RII s bank, or online, if such facility is provided by the SCSB. (ii) For such applications, the existing process of uploading of bid and blocking of funds in RII account by the SCSB would continue. 1.1.2. Application submitted with Intermediary (i) A RII would continue to have the option to submit the bid-cum-application form online using the facility of linked online trading, demat and bank account (3-in-1 type accounts), provided by some of the brokers. (ii) RII would also continue to have the option of submission of bid-cum-application form with any of the intermediary, along with details of his/her bank account for blocking of funds. In such case, the intermediary would upload the bid in stock exchange bidding platform and forward the application form to a branch of SCSB for blocking of funds. This option would be available upto the conclusion of Phase I. (iii) In addition to above channels, with effect from January 01, 2019, a RII would also have the option to submit bid-cum-application form with any of the intermediary and use his / her bank account linked UPI ID for the purpose of blocking of funds. The detailed process in this regard is as detailed hereunder. 2. Process for RII application submitted with intermediary with UPI as mode of payment 2.1. Bidding and validation process 2.1.1. Before submission of the application with the intermediary, the RII would be required to have / create a UPI ID, with a maximum length of 45 characters including the handle (Example: InvestorID@bankname). 2.1.2. RII will fill in the bid details in the application form along with his/ her bank account linked UPI ID and submit the application with any of the intermediary. 2.1.3. The intermediary upon receipt of form will upload the bid details along with UPI ID in the stock exchange bidding platform. 2.1.4. Once the bid has been entered in the bidding platform, the exchange will undertake validation of the PAN and Demat Account details of RII with the depository. 2.1.5. Depository will validate the aforesaid bid details on a real time basis and send response to stock exchange which would be shared by stock exchange with intermediary through its platform, for corrections, if any. 2.1.6. SMS from exchange to RII for bidding: Once the bid details are uploaded on the stock exchange platform, the stock exchange shall send an SMS to the RII regarding submission of his / her application, daily at the end of day basis, during bidding period. For the last day of bidding, the SMS may be sent out the next working day. 2.2. The Block Process 2.2.1. Post undertaking validation with depository, the stock exchange will, on a continuous basis, electronically share the bid details along with RIIs UPI ID, with the Sponsor Bank appointed by the issue. 2.2.2. The Sponsor Bank will initiate a mandate request on the RII i.e. request the RII to authorize blocking of funds equivalent to application amount and subsequent debit of funds in case of allotment. 2.2.3. The request raised by the Sponsor Bank, would be electronically received by the RII as a SMS / intimation on his / her mobile no. / mobile app, associated with UPI ID linked bank account. Graphical illustrative process of the investor receiving and approving mandate request 2.2.4. The RII would be able to view the amount to be blocked as per his / her bid in such intimation. The RII would also be able to view an attachment wherein the IPO bid details submitted by RII will be visible. After reviewing the details properly, RII would be required to proceed to authorize the mandate. Such mandate raised by sponsor bank would be a one-time mandate for each application in the IPO. 2.2.5. Upon successful validation of block request by the RII, as above, the said information would be electronically received by the RIIs bank, where the funds, equivalent to application amount, would get blocked in RIIs account. Intimation regarding confirmation of such block of funds in RIIs account would also be received by the RII. 2.2.6. The information containing status of block request (e.g. accepted / decline / pending) would also be shared with the Sponsor Bank, which in turn would be shared with stock exchange. The block request status would also be displayed on stock exchange platform for information of the intermediary. 2.2.7. The information received from Sponsor Bank, would be shared by stock exchange with RTA in the form of a file for the purpose of reconciliation. 2.2.8. RIIs would continue to have the option to modify or withdraw the bid till the closure of the bidding period. For each such modification of bid, RII will submit a revised bid and shall receive a mandate request from sponsor bank to be validated as per the process indicated above. 2.3. Post issue closure Finalization of basis of allotment of shares, debit of blocked amount, credit of shares and listing 2.3.1. Post closure of the offer, the stock exchange would share the bid details with RTA. Further, stock exchange would also provide RTA the final file received from Sponsor Bank, containing status of blocked funds or otherwise, along with the bank account details with respect to applications made using UPI ID. 2.3.2. The RTA, based on information of bidding and blocking received from stock exchange, would undertake reconciliation of the bid data and block confirmation corresponding to the bids by all investor category applications (with and without the use of UPI) and prepare the basis of allotment. 2.3.3. Upon approval of basis of allotment, RTA will share the debit file with Sponsor bank (through Stock exchange) and SCSBs, as applicable, for credit of funds in the public issue account and unblocking of excess funds in the RIIs account. The Sponsor bank based on the mandate approved by the RII at the time of blocking of funds, will raise the debit / collect request from RIIs bank account, whereupon the funds will be transferred from RIIs account to public issue account and remaining funds, if any, will be unblocked without any manual intervention by RII or his / her bank. 2.3.4. Upon confirmation of receipt of funds in the public issue account, shares would be credited to the RII s account. RII will be notified for full/partial/no allotment. For partial allotment the remaining funds would be unblocked. For no allotment, mandate would be revoked and application amount would be unblocked for the RII. 2.3.5. Thereafter, Stock Exchanges will issue the listing and trading approval and trading will commence next working day. Annexure - II Indicative Timeline Schedule for Various Activities under Phase I Sr. No. Details of activities Due Date (working day*) 1. An investor, intending to subscribe to a public issue, shall submit a completed bid-cum-application form to any of the following entities: i. an SCSB, with whom the bank account to be blocked, is maintained ii. a syndicate member (or sub-syndicate member) iii. a stock broker registered with a recognised stock exchange (and whose name is mentioned on the website of the stock exchange as eligible for this activity) ( broker ) iv. a depository participant ( DP ) (whose name is mentioned on the website of the stock exchange as eligible for this activity) v. a registrar to an issue and share transfer agent ( RTA ) (whose name is mentioned on the website of the stock exchange as eligible for this activity) Retails investors submitting application with any of the entities at (ii) to (v) above (hereinafter referred as Intermediaries ), and intending to use UPI, shall also enter their UPI ID in the bid-cum-application form. Issue opening date to issue closing date (where T is issue closing date) 2. The aforesaid entities shall, at the time of receipt of application, give an acknowledgement to investor, by giving the counter foil or specifying the application number to the investor, as a proof of having accepted the application form, in physical or electronic mode, respectively. (i) For applications submitted to SCSB: After accepting the form, SCSB shall capture and upload the relevant details in the electronic bidding system as specified by the stock exchange(s) and block funds available in the bank account specified in the form, to the extent of the application money specified. (ii) For applications submitted to intermediaries, without using UPI: After accepting the application form, respective intermediary shall capture and upload the relevant details in the electronic bidding system of stock exchange(s). (iii) For applications submitted to intermediaries, with use of UPI for payment: After accepting the application form, respective intermediary shall capture and upload the relevant bid details, including UPI ID, in the electronic bidding system of stock exchange(s). Stock exchange(s) shall validate the electronic bid details with depository s records for DP ID/Client ID and PAN, on a real time basis and bring the inconsistencies to the notice of intermediaries concerned, for rectification and re-submission within the time specified by stock exchange. Stock exchange(s) shall allow modification of selected fields viz. DP ID/Client ID or Pan ID (Either DP ID/Client ID or Pan ID can be modified but not BOTH), Bank code and Location code, in the bid details already uploaded. Issue opening date to issue closing date (where T is issue closing date) 3. For retail applications submitted to intermediaries, with use of UPI for payment: Stock Exchange to share bid details including the UPI ID with Sponsor Bank on a continuous basis, to enable Sponsor Bank to initiate mandate request on investors for blocking of funds. Sponsor Bank to initiate request for blocking of funds through NPCI to investor. Investor to accept mandate request for blocking of funds, on his / her mobile application, associated with UPI ID linked bank account. 4. Issue Closes T (Issue closing date) 5. Stock exchange(s) shall allow modification of selected fields (till 01:00 PM) in the bid details already uploaded. For retail applications submitted to intermediaries without UPI and QIB NII application submitted to intermediaries: Intermediaries to forward a schedule as per format given below along with the application forms to designated branches of the respective SCSBs for blocking of funds. Field No. Details 1. Symbol 2. Intermediary Code 3. Intermediary Name 4. Bank Code 5. Bank Name 6. Location Code 7. Application No 8. Category 9. PAN 10. DP ID 11. Client ID 12. Quantity 13. Amount 14. Order No 15. Exchange (*The character length for each of fields of the schedule to be forwarded by the intermediaries along with each application form to the designated branches of the respective SCSBs for blocking of funds shall be uniformly prescribed by the stock exchange(s)) Designated branches of SCSBs may not accept schedule and applications after T+1 day. SCSBs to begin blocking of funds. Registrar to give bid file received from stock exchanges containing the application number and amount to all the SCSBs who may use this file for validation / reconciliation at their end. For retail applications submitted to intermediaries with use of UPI for payment: Sponsor Bank may not accept bid details from Stock Exchanges post T+1. Sponsor Bank to initiate request for blocking of funds to investor. T+1 6. For retail applications submitted to intermediaries with use of UPI for payment : Sponsor Bank to initiate request for blocking of funds of investor, with confirmation cut off-time of 12:00 p.m. All pending requests at the cut-off time would lapse. Applicant to accept mandate request for blocking of funds prior to cut off-time of 12:00 p.m. Sponsor Bank send confirmation of funds blocked (Final Certificate) to the registrar through stock exchange by end of the day. For retail applications submitted to intermediaries without UPI and QIB NII application submitted to intermediaries: SCSBs to send confirmation of funds blocked (Final Certificate) to the registrar by end of the day. For all applications submitted to SCSB The respective SCSB to send confirmation of funds blocked (Final Certificate) to the registrar. Issuer, merchant banker and registrar to submit relevant documents to the stock exchange(s) except listing application, allotment details and demat credit and refund details for the purpose of listing permission. Registrar shall reconcile the compiled data received from the stock exchange(s), all SCSBs and Sponsor Bank (hereinafter referred to as the reconciled data ). Registrar shall reject multiple applications determined as such, based on common PAN. Registrar to undertake Technical Rejection test based on electronic bid details and prepare list of technical rejection cases. T+2 7. Finalisation of technical rejection and minutes of the meeting between issuer, lead manager, registrar. Registrar shall finalise the basis of allotment and submit it to the designated stock exchange for approval. Designated Stock Exchange(s) to approve the basis of allotment. Registrar to prepare funds transfer schedule based on approved basis of allotment. Registrar / Issuer to initiate corporate action to carry out lock-in for pre-issue capital held in depository system. Registrar and merchant banker to issue funds transfer instructions to SCSBs and Sponsor Bank. T+3 8. Registrar to receive confirmation for pre-issue capital lock-in from depositories. SCSBs and Sponsor Bank to credit the funds in public issue account of the issuer and confirm the same. Issuer shall make the allotment. Registrar / Issuer to initiate corporate action for credit of shares to successful allottees. Issuer and registrar to file allotment details with designated stock exchange(s) and confirm all formalities are complete except demat credit. Registrar to send bank-wise data of allottees, amount due on shares allotted, if any, and balance amount to be unblocked to SCSBs and Sponsor Bank. T+4 9. Registrar to receive confirmation of demat credit from depositories. Issuer and registrar to file confirmation of demat credit, lock-in and issuance of instructions to unblock ASBA funds, as applicable, with stock exchange(s). Issuer to make a listing application to stock exchange(s) and stock exchange(s) to give listing and trading permission. Issuer, merchant banker and registrar to publish allotment advertisement before the commencement of trading, prominently displaying the date of commencement of trading, in all the newspapers where issue opening/closing advertisements have appeared earlier. Stock exchange(s) to issue commencement of trading notice. T+5 10. Trading commences T+6 * Working days will be all trading days of stock exchanges, excluding Sundays, and bank holidays Annexure - III Timeline Schedule for Various Activities under Phase II Sr. No. Details of activities Due Date (working day*) 1. An investor, intending to subscribe to a public issue, shall submit a completed bid-cum-application form to any of the following entities: vi. an SCSB, with whom the bank account to be blocked, is maintained vii. a syndicate member (or sub-syndicate member) viii. a stock broker registered with a recognised stock exchange (and whose name is mentioned on the website of the stock exchange as eligible for this activity) ( broker ) ix. a depository participant ( DP ) (whose name is mentioned on the website of the stock exchange as eligible for this activity) x. a registrar to an issue and share transfer agent ( RTA ) (whose name is mentioned on the website of the stock exchange as eligible for this activity) Retails investors submitting application with any of the entities at (ii) to (v) above (hereinafter referred as Intermediaries ), and intending to use UPI, shall also enter their UPI ID in the bid-cum-application form. Issue opening date to issue closing date (where T is issue closing date) 2. The aforesaid entities shall, at the time of receipt of application, give an acknowledgement to investor, by giving the counter foil or specifying the application number to the investor, as a proof of having accepted the application form, in physical or electronic mode, respectively. (iv) For applications submitted to SCSB : After accepting the form, SCSB shall capture and upload the relevant details in the electronic bidding system as specified by the stock exchange(s) and block funds available in the bank account specified in the form, to the extent of the application money specified. (v) For applications submitted to intermediaries, without using UPI : After accepting the application form, respective intermediary shall capture and upload the relevant details in the electronic bidding system of stock exchange(s). (vi) For applications submitted to intermediaries, with use of UPI for payment : After accepting the application form, respective intermediary shall capture and upload the relevant bid details, including UPI ID, in the electronic bidding system of stock exchange(s). Stock exchange(s) shall validate the electronic bid details with depository s records for DP ID, Client ID and PAN, on a real time basis and bring the inconsistencies to the notice of intermediaries concerned, for rectification and re-submission within the time specified by stock exchange. Stock exchange(s) shall allow modification of selected fields viz. DP ID/Client ID or Pan ID (Either DP ID/Client ID or Pan ID can be modified but not BOTH), Bank code and Location code, in the bid details already uploaded. 3. For retail applications submitted to intermediaries, with use of UPI for payment: Stock Exchange to share bid details including the UPI ID with Sponsor Bank on a continuous basis, to enable Sponsor Bank to initiate mandate request on investors for blocking of funds. Sponsor Bank to initiate request for blocking of funds through NPCI to investor. Investor to accept mandate request for blocking of funds, on his / her mobile application, associated with UPI ID linked bank account. Issue opening date to issue closing date (where T is issue closing date) 4. Issue Closes T (Issue closing date) 5. For retail applications submitted to intermediaries with use of UPI for payment: Sponsor Bank may not accept bid details from Stock Exchanges post 11:00 a.m. Sponsor Bank to initiate request for blocking of funds of investor, with confirmation cut off-time of 12:00 p.m. All pending requests at the cut-off time would lapse. Applicant to accept mandate request for blocking of funds prior to cut off-time of 12:00 p.m. Sponsor Bank to send confirmation of funds blocked (Final Certificate) to the registrar through stock exchange. For QIB NII application submitted to intermediaries: Intermediaries to forward a schedule as per format given below along with the application forms to designated branches of the respective SCSBs for blocking of funds. Intermediaries to forward a schedule as per format given below along with the application forms to designated branches of the respective SCSBs for blocking of funds. Field No. Details 1. Symbol 2. Intermediary Code 3. Intermediary Name 4. Bank Code 5. Bank Name 6. Location Code 7. Application No 8. Category 9. PAN 10. DP ID 11. Client ID 12. Quantity 13. Amount 14. Order No 15. Exchange (*The character length for each of fields of the schedule to be forwarded by the intermediaries along with each application form to the designated branches of the respective SCSBs for blocking of funds shall be uniformly prescribed by the stock exchange(s)) Designated branches of SCSBs may not accept schedule and applications after T+1 day (11:00 a.m.) SCSBs to begin blocking of funds. Registrar to give bid file received from stock exchanges containing the application number and amount to all the SCSBs who may use this file for validation / reconciliation at their end. The respective SCSB to send confirmation of funds blocked (Final Certificate) to the registrar. For all applications submitted to SCSB The respective SCSB to send confirmation of funds blocked (Final Certificate) to the registrar. T+1 6. Issuer, merchant banker and registrar to submit relevant documents to the stock exchange(s) except listing application, allotment details and demat credit and refund details for the purpose of listing permission. Registrar shall reconcile the compiled data received from the stock exchange(s), all SCSBs and Sponsor Bank (hereinafter referred to as the reconciled data ). Registrar shall reject multiple applications determined as such, based on common PAN. Registrar to undertake Technical Rejection test based on electronic bid details and prepare list of technical rejection cases. T+2 7. Finalisation of technical rejection and minutes of the meeting between issuer, lead manager, registrar. Registrar shall finalise the basis of allotment and submit it to the designated stock exchange for approval. Designated Stock Exchange(s) to approve the basis of allotment. Registrar to prepare funds transfer schedule based on approved basis of allotment. Registrar / Issuer to initiate corporate action to carry out lock-in for pre-issue capital held in depository system. Registrar and merchant banker to issue funds transfer instructions to SCSBs and Sponsor Bank. T+3 8. Registrar to receive confirmation for pre-issue capital lock-in from depositories. SCSBs and Sponsor Bank to credit the funds in public issue account of the issuer and confirm the same. Issuer shall make the allotment. Registrar / Issuer to initiate corporate action for credit of shares to successful allottees. Issuer and registrar to file allotment details with designated stock exchange(s) and confirm all formalities are complete except demat credit. Registrar to send bank-wise data of allottees, amount due on shares allotted, if any, and balance amount to be unblocked to SCSBs and Sponsor Bank. T+4 9. Registrar to receive confirmation of demat credit from depositories. Issuer and registrar to file confirmation of demat credit, lock-in and issuance of instructions to unblock ASBA funds, as applicable, with stock exchange(s). Issuer to make a listing application to stock exchange(s) and stock exchange(s) to give listing and trading permission. Issuer, merchant banker and registrar to publish allotment advertisement before the commencement of trading, prominently displaying the date of commencement of trading, in all the newspapers where issue opening/closing advertisements have appeared earlier. Stock exchange(s) to issue commencement of trading notice. T+5 10. Trading commences T+6 * Working days will be all trading days of stock exchanges, excluding Sundays, and bank holidays Annexure IV CERTIFICATION BY SELF CERTIFIED SYNDICATE BANKS (SCSBs) FOR IMPLEMENTATION OF ASBA Note: All banks which are desirous of acting as SCSBs for ASBA facility are required to submit to SEBI a certificate as per the format provided hereunder. Upon receipt of this certificate, the bank's name shall be included by SEBI in the list of eligible SCSBs who can accept application from investors. Format of certificate to be submitted by SCSBs (i) We, [Name of the Bank], hold a valid certificate of registration as a Banker to an Issue under the SEBI (Bankers to an Issue) Regulations, 1994. Our SEBI registration number is ______________________valid up to____________________ . (ii) We have an arrangement with at least one of the stock exchange(s) that provide the electronic bidding system, through a web enabled interface, for uploading details of ASBA (hereinafter referred to as the Stock Exchange(s) ). (iii) We hereby confirm that we have completed the UPI 2.0 certification process with National Payments Corporation of India (NPCI) as an Issuer/Issuer Acquirer/Acquirer. We have also received a sign off from NPCI on same for go live and are interested to become an SCSB. The certification done and sign off received from NPCI consists of the cases inclusive ASBA use case. (iv) We have undertaken the mock trial run of our systems for ASBA, with the Stock Exchange(s) and Registrar(s) and have satisfied ourselves that we have adequate systems/ infrastructure in place at our Controlling Branch/ Designated Branches to fulfill our responsibilities/ obligations as envisaged in the ASBA facility within the timelines specified therein. These responsibilities/ obligations, inter-alia, include: a. Collection of physical and/ or electronic ASBA from the ASBA investors. b. Capturing relevant details from the physical and/ or electronic ASBA. c. Blocking funds to the extent of application money in the bank account specified in the ASBA till finalisation of the basis of allotment or withdrawal/failure of the issue or withdrawal/ rejection of the application, as the case may be. d. Uploading details of the ASBA in the electronic bidding system of the Stock Exchange(s), sending to and receiving from the Registrar(s) data pertaining to the ASBA and the issue, in a secured form. e. Ensuring that there is a proper segregation of applications/ amount/ data issue- wise in respect of various issues that may be open simultaneously. f. Unblocking funds in the bank account specified in the ASBA upon receipt of request from Registrar(s) and releasing the funds in favour of the issuer or unblocking of funds on withdrawal/ rejection of the ASBA, and g. Unblocking funds in the bank account specified in the ASBA upon receipt of information on withdrawal/ failure of the issue from the post issue merchant bankers through Registrar to an issue. (v) We have systems in place to ensure that the amount blocked by us in the bank account specified in the ASBA shall be available at all times, for the purpose of giving it to the issuer upon finalization of the basis of allotment. (vi) We are responsible for any omission or commission on our part while discharging our role as envisaged in the ASBA facility. (vii) We have systems in place to satisfactorily redress complaints arising out of errors or delays on our part to capture data, block or release funds, etc. In this regard, we will be governed by SEBI (Issue of Capital Disclosure Requirements) Regulations, 2018 and Circular No. SEBI/HO/CFD/DIL2/CIR/P/2018/22 dated February 15, 2018. (viii) We have identified our Controlling Branch and Designated Branch(es), the names and contact details of which are enclosed herewith. (ix) We have identified the following official of our bank as the nodal officer for the purpose of ASBA facility: Name: _________________________ Designation: ____________________ Branch: ________________________ Address:____________________________ Phone number(s): ________________ E-mail ID:___________________________ (x) We undertake to inform changes, if any, in the aforesaid details furnished to SEBI, on as and when basis. I, ___________________on behalf of __________________ , hereby confirm that we fulfill / undertake to fulfill all the conditions stated above for becoming a SCSB. Name and Signature of Authorized official of the Bank Annexure - V CERTIFICATION BY SPONSOR BANKS FOR IMPLEMENTATION OF ASBA Note : All banks which are desirous of acting as Sponsor Banks for ASBA facility are required to submit to SEBI a certificate as per the format provided hereunder. Upon receipt of this certificate, the bank's name shall be included by SEBI in the list of eligible Sponsor Banks who can act as Sponsor Bank in a Public issue. Format of certificate to be submitted by Sponsor Banks (xi) We, [Name of the Bank], hold a valid certificate of registration as a Banker to an Issue under the SEBI (Bankers to an Issue) Regulations, 1994. Our SEBI registration number is _____________________valid up to_______________. (xii) We have an arrangement with at least one of the stock exchange(s) that provides the electronic bidding system, through a web enabled interface, wherein the stock exchange will be able to share the bid details along with the investors UPI ID; (xiii) We hereby confirm that we have completed the UPI 2.0 certification process with National Payments Corporation of India (NPCI) as an Issuer/Issuer Acquirer/Acquirer. We have also received a sign off from NPCI on same for go live and are interested to become a Sponsor Bank. (xiv) We have undertaken the mock trial run of our systems for acting as Sponsor Banks for ASBA, with the Stock Exchange(s) and Registrar(s) and have satisfied ourselves that we have adequate systems/ infrastructure in place to fulfill our responsibilities/ obligations as envisaged in the role of a Sponsor Bank in the ASBA facility within the timelines specified therein. These responsibilities/ obligations, inter-alia, include: a. To initiate the mandate collect requests to all investor PSPs with the proper tags; b. To send back the file to the exchanges containing status of blocking for all investors; c. To initiate the debit requests post finalization of the allotment file; d. To share debit execution status with Exchange post allotment execution; e. To provide reverse MIS to the Exchanges on the collect Mandate/ Debit Execution status Unblocking funds in the bank account specified in the ASBA upon receipt of information on withdrawal/ failure of the issue from the post issue merchant bankers through Registrar to an issue. (xv) We are responsible for any omission or commission on our part while discharging our role as envisaged in the ASBA facility. (xvi) We have identified the following official of our bank as the nodal officer for the purpose of UPI in ASBA facility: Name: ___________________ Designation: _______________ Branch: __________________ Address: __________________ Phone number(s): __________ E-mail ID: _________________ (xvii) We undertake to inform changes, if any, in the aforesaid details furnished to SEBI, on as and when basis. I, on behalf of , hereby confirm that we fulfill / undertake to fulfill all the conditions stated above for becoming a Sponsor Bank. Name and Signature of Authorized official of the Bank Annexure VI Data fields required in Application-Cum-Bidding-Form and Revision form relating to UPI 1. Main Application form 1.1. Payment details UPI ID with maximum length of 45 characters 1.2. Acknowledgement Slip for SCSB / Broker / RTA / DP 1.2.1. Payment details to include UPI ID 1.3. Acknowledgement Slip for Bidder 1.3.1. Payment details to include UPI ID 2. Overleaf of Main Application Form 2.1. Bidder s Undertaking and confirmation 2.2. Instructions with respect to payment / payment instrument 3. Bid Revision Application Form 3.1. Payment details UPI ID with maximum length of 45 characters 3.2. Acknowledgement Slip for SCSB / Broker / RTA / DP 3.2.1. Payment details to include UPI ID 3.3. Acknowledgement Slip for Bidder 3.3.1. Payment details to include UPI ID 4. Overleaf of Bid Revision Application Form 4.1. Instructions with respect to payment / payment instrument