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TMI BlogAmendments to SEBI (Disclosure and Investor Protection) Guidelines, 2000X X X X Extracts X X X X X X X X Extracts X X X X ..... rs and issuers to market risks. (b) In order to mitigate these risks and to enable listed companies to raise funds from its shareholders in a more time effective manner, it has been decided to reduce the current timelines, starting from the notice period required for calling a board meeting of the issuer to consider the rights issue up to the period stipulated for completion of allotment and commencement of listing and trading of the shares so issued. (ii) Definition of Qualified Institutional Buyers (QIBs) (a) Presently, foreign institutional investors (FIIs) registered with SEBI are included in the definition of QIBs. These FIIs invest in securities in the primary market, either on their account or on behalf of their sub-account(s), in terms of the SEBI (Foreign Institutional Investors) Regulations, 1995. It has been decided to exclude sub-accounts falling in the categories of foreign corporate and foreign individual from the definition of QIBs. (b) Further, it has been decided to include the definition of QIB in the definition clause of the SEBI (DIP) Guidelines, for the purpose of clarity. (iii) Eligibility for making Qualified Institutions Placement ( ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Eligibility of shares for promoters contribution and offer for sale (a) Presently, the SEBI (DIP) Guidelines provide that only those shares, which are held by shareholders for a period of at least one year at the time of filing of draft offer document with SEBI, are eligible (i) to be offered for sale and (ii) to be included for the purpose of promoters contribution (except in cases where the shares have been issued at the same issue price during the preceding one year). (b) It has been decided to permit offer for sale and inclusion in the promoters contribution of those shares which have been acquired pursuant to a restructuring exercise approved by High Court(s), in lieu of business and invested capital which had been in existence for a period of more than one year prior to the restructuring exercise. (viii) Filing of offer documents at SEBI Regional Offices At present, draft offer documents of issue size up to ₹ 20 crores can be filed by lead merchant bankers with such Regional Office of SEBI under the jurisdiction of which the registered office of the issuer company falls. It has been decided to increase this limit to ₹ 50 crores. (ix) Miscel ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... h creates or acknowledges indebtedness and is convertible into equity shares at a later date, at or without the option of the holder of the instrument or the security of a body corporate, whether constituting a charge on the assets of the body corporate or not; (b) sub-clause (xi) shall be omitted; (c) sub-clause (xxiva), sub-clause (xxiv aa) and sub-clause (xxiv b) shall be renumbered as sub-clause (xxiv b) , sub-clause (xxiv c) and sub-clause (xxiv d) respectively; (d) after sub-clause (xxiv), the following sub-clause shall be inserted, namely:- xxiv a) Qualified Institutional Buyer means a) a public financial institution as defined in section 4A of the Companies Act, 1956; b) a scheduled commercial bank; c) a mutual fund registered with the Board; d) a foreign institutional investor and sub-account registered with SEBI, other than a sub-account which is a foreign corporate or foreign individual; e) a multilateral and bilateral development financial institution; f) a venture capital fund registered with SEBI; g) a foreign venture capital investor registered with SEBI; h) a state industrial development corporation; ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... es 7 weeks , the words and figures 15 days shall be substituted. 9. In clause 6.41.10.1 (a) in sub-clause (i), for the words forty two days , the words fifteen days shall be substituted; and (b) in sub-clause (ii), for the words forty two days , the words fifteen days shall be substituted. 10. In clause 6.41.10.2 (a) in sub-clause (i), for the words forty two days , the words fifteen days shall be substituted; and (b) in sub-clause (ii), for the words forty two days , the words fifteen days shall be substituted. CHAPTER VIII OTHER ISSUE REQUIREMENTS 11. For clause 8.2, the following shall be substituted, namely:- 8.2 Public issue and listing of Convertible Debt Instruments 12. Clause 8.2.1 and clause 8.2.2 shall be omitted. 13. In clause 8.2.3, for the words DSCE , the words Convertible Debt Instruments shall be substituted. 14. In clause 8.2.3:- (a) sub-clauses (b), (c) and (d) shall be renumbered as sub-clauses (f) , (g) and (h) respectively; (b) for sub-clause (a), the following shall be substituted, namely:- a) a credit rating is obtained from at least one credit rating agency registered with ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ause 8.8.2.1, for the words and figures 30 days and not more than 60 days , the words and figures 15 days and not more than 30 days shall be substituted. CHAPTER X 15. In Chapter X, for the Chapter heading GUIDELINES FOR ISSUE OF DEBT INSTRUMENTS , the following shall be substituted, namely:- GUIDELINES FOR ISSUE OF CONVERTIBLE DEBT INSTRUMENTS 16. In clause 10.0, the mark and words / Non Convertible , appearing after the words company offering Convertible and before the words debt instruments , shall be omitted. 17. In clause 10.1.1, for the words and parentheses debt instruments (whether convertible or not) , the words convertible debt instruments shall be substituted. 18. In clause 10.1.4, for the words and parentheses debt instrument (including convertible instruments) , the words convertible debt instrument shall be substituted. 19. In clause 10.7.1.1, the mark and words / Non Convertible Debentures (NCDs), , appearing after the words and brackets Partly Convertible Debentures (PCDs) and before the words by company not being in default , shall be omitted. 20. In clause 10.7.1.1A:- (a) in the heading, the mark and words / No ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... inserted, namely:- and the shares allotted to such promoter / promoter group pursuant to exercise of options attached to warrants issued on preferential basis (b) in sub-clause (c), after the words preferential basis to promoters/ promoter group and before the words as per clause 13.3.1 (a) and (b) , the following words shall be inserted, namely:- and shares allotted to such promoters/ promoter group pursuant to exercise of options attached to warrants issued on preferential basis (c) in sub-clause (d):- (i) the mark and words /exercise of warrants, appearing after the words conversion of the convertible instrument and before the words shall be reduced , shall be omitted; and (ii) the word warrants , appearing after the words to the extent the convertible instrument and before the words have already been locked-in , shall be omitted. CHAPTER XIII-A GUIDELINES FOR QUALIFIED INSTITUTIONS PLACEMENT 28. In clause 13A.1.1:- (a) after sub-clause (a), the following shall be inserted, namely:- Provided that in case of a listed company, being the transferee company in a scheme of merger/ demerger/ amalgamation/ arrangement sanctioned ..... X X X X Extracts X X X X X X X X Extracts X X X X
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