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TMI BlogPre-issue obligationsX X X X Extracts X X X X X X X X Extracts X X X X ..... 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ence" 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 t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... "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 Ba ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nt 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 o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... olders 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 re ..... 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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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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/D ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 005: "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 L ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ospectus 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 o ..... X X X X Extracts X X X X X X X X Extracts X X X X
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