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Amendments to SEBI (Disclosure and Investor Protection) Guidelines, 2000

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..... aft offer documents so filed, only after receipt of satisfactory replies from the Lead Manager/s to queries raised, receipt of comments from regulators or other agencies where reference has been so made and receipt of copies of in-principle approvals from all the stock exchanges on which the issuer intends to list the securities proposed to be offered through the prospectus. It has therefore been decided to amend the Guidelines to reflect the aforementioned existing practice in the Guidelines. 2.2 Grading of Initial Public offerings (IPOs) It has been decided to make grading of all IPOs mandatory. The grading shall be done by credit rating agencies, registered with SEBI under the SEBI (Credit Rating Agencies) Regulations, 1999. It shall be mandatory to obtain grading from at least one credit rating agency. The issuer shall be required to disclose all the grades obtained by it for its IPO in the prospectus, abridged prospectus, issue advertisements and all other places where the issuer is advertising for the IPO. Expenses incurred for grading of IPO shall be borne by the issuer. 2.3 Guidelines on preferential allotment At present, the provisions relating .....

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..... available on SEBI website at www.sebi.gov.in under the category Legal Framework . The entire text of the SEBI (DIP) Guidelines, 2000, including the amendments issued vide this circular, is available on the SEBI website under the categories Legal Framework and Issues and Listing . 5. All registered merchant bankers are directed to ensure compliance with the applicable amendments made vide this circular. 6. All stock exchanges are advised to bring to the notice of all the listed companies, amendments mainly pertaining to preferential allotment and QIP, made vide this circular. Yours faithfully, Neelam Bhardwaj Encl.: Annexure I ANNEXURE I AMENDMENTS TO SEBI (DIP) GUIDELINES, 2000 CHAPTER II ELIGIBILITY NORMS FOR COMPANIES ISSUING SECURITIES 1. In Clause 2.0, the words , unless specified otherwise in the Chapter shall be inserted after the words filing the draft offer document with SEBI and before the words and also at the time of filing the final offer document . 2. For clause 2.1.1, the following clause shall be substituted, namely:- 2.1.1 No issuer company shall make any public issue of securitie .....

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..... Letter of Offer with DSE. Provided further that the period within which the Board may specify changes or issue observations, if any, on the draft Letter of Offer shall be 30 days from the date of receipt of the draft Letter of Offer by the Board. Provided further that where the Board has sought any clarification or additional information from the Lead Manager/s to the Issue, the period within which the Board may specify changes or issue observations, if any, on the draft Letter of Offer shall be 15 days from the date of receipt of satisfactory reply from the Lead Manager/s to the Issue. Provided further that where the Board has made any reference to or sought any clarification or additional information from any regulator or such other agencies, the Board may specify changes or issue observations, if any, on the draft Letter of Offer after receipt of comments or reply from such regulator or other agencies . Provided further that the Board may specify changes or issue observations, if any, on the draft Letter of Offer only after receipt of copy of in-principle approval from all the stock exchanges on which the issuer company intends to list the securities prop .....

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..... Pledged securities held by promoters shall not be eligible for computation of promoters contribution. PART III - OTHER REQUIREMENTS IN RESPECT OF LOCK-IN 10. After clause 4.15.1, the following proviso shall be inserted to clause 4.15.1, namely:- 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. CHAPTER V PRE- ISSUE OBLIGATIONS 11. In clauses 5.6.1 and 5.8.1, for the figures and words 21 days , the figures and words 30 days shall be substituted. 12. For clause 5.6B, the following clause shall be substituted, namely:- 5.6B 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 t .....

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..... o which the shares of the company were listed, as the case may be; OR ii) The average of the weekly high and low of the closing prices of the related shares quoted on the stock exchange during the period shares have been listed preceding the relevant date; OR iii) The average of the weekly high and low of the closing prices of the related shares quoted on a stock exchange during the two weeks preceding the relevant date. Provided that on completing a period of six months of being listed on a stock exchange, the company shall recompute the price of the shares in accordance with the provisions mentioned in sub-clause (i) of clause 13.1.1.1 and if the price at which shares were allotted on a preferential basis under clause 13.1.1.2 was lower than the price so recomputed, the difference shall be paid by the allottees to the company. 20. In the Explanation appearing after clause 13.1.1.2 inserted as above, - (a) in clauses (a) and (b), for the words for the purpose of this clause , the words for the purpose of clauses 13.1.1.1 and 13.1.1.2 shall be substituted. (b) In clause (a), at the end, after the words to consider the pro .....

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