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TMI BlogSecurities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2010.X X X X Extracts X X X X X X X X Extracts X X X X ..... . (iii) Sub-clause (a) (A) (I) of clause (xv) and sub-clause (a) (A), (B) and (C) of clause (xvi) of regulation 2 of these regulations shall come into force on 1st May, 2010. 2. In the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, -- (i) in regulation 2, in sub-regulation (1),- (a) in clause (c), after the words qualified institutional buyer and before the words an application for , the words who makes shall be inserted; (b) for clause (m), the following clause shall be inserted, namely:- ''(m) employee means a permanent and full-time employee, working in India or abroad, of the issuer or of the holding company or subsidiary company or of that material associate(s) of the issuer whose financial statements are consolidated with the issuer''s financial statements as per Accounting Standard 21, or a director of the issuer, whether whole time or part time and does not include promoters and an immediate relative of the promoter (i.e., any spouse of that person, or any parent, brother, sister or child of that person or of the spouse); (c) in clause (zf), for the words regulation 41 , ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... etail individual investor category, spillover to other categories to the extent of under subscription may be permitted. Explanation : For the purpose of this regulation, employee shall mean a person who,- (a) is a resident of India, and (b) is a permanent and full-time employee or a director, whether whole time or part time, of the issuer or of the holding company or subsidiary company or of the material associate(s) of the issuer, whose financial statements are consolidated with the issuer''s financial statements, working in India and does not include promoters and an immediate relative of the promoter (i.e., any spouse of that person, or any parent, brother, sister or child of the person or of the spouse). (xii) after CHAPTER X, the following Chapter shall be inserted, namely:- CHAPTER XA ISSUE OF SPECIFIED SECURITIES BY SMALL AND MEDIUM ENTERPRISES Applicability. 106A. (1) An issuer whose post-issue face value capital does not exceed ten crore rupees shall issue its specified securities in accordance with provisions of this Chapter. (2) An issuer, whose post issue face value capital is more than ten crore rupees and upto ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... banker shall submit a due-diligence certificate as per Form A of Schedule VI including additional confirmations as provided in Form H of Schedule VI alongwith the offer document to the Board. (3) The offer document shall be displayed from the date of filing in terms of sub-regulation (1) on the websites of the Board, the issuer, the merchant banker and the SME exchange where the specified securities offered through the offer document are proposed to be listed. Underwriting by merchant bankers and underwriters. 106D. (1) The issue made under this Chapter shall be hundred per cent. underwritten. Explanation: The underwriting under this regulation shall be for the entire hundred percent of the offer through offer document and shall not be restricted upto the minimum subscription level. (2) The merchant banker/s shall underwrite at least fifteen per cent of the issue size on his/ their own account/s. (3) The issuer in consultation with merchant banker may appoint underwriters in accordance with Securities and Exchange Board of India (Underwriters) Regulations, 1993 and the merchant banker may enter into an agreement with nominated investor indicating the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ly if the votes cast by shareholders other than promoters in favour of the proposal amount to at least two times the number of votes cast by shareholders other than promoter shareholders against the proposal. Migration to Main Board. 106I. (1) An issuer, whose specified securities are listed on a SME Exchange and whose post issue face value capital is more than ten crore rupees and upto twenty five crore rupees, may migrate its specified securities to Main Board if its shareholders approve such migration by passing a special resolution through postal ballot to this effect and if such issuer fulfils the eligibility criteria for listing laid down by the Main Board: Provided that the special resolution shall be acted upon if and only if the votes cast by shareholders other than promoters in favour of the proposal amount to at least two times the number of votes cast by shareholders other than promoter shareholders against the proposal. (2) Where the post issue face value capital of an issuer listed on SME exchange is likely to increase beyond twenty five crore rupees by virtue of any further issue of capital by the issuer by way of rights issue, preferential ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nge. (6) Market maker shall not buy the shares from the promoters or persons belonging to promoter group of the issuer or any person who has acquired shares from such promoter or person belonging to promoter group, during the compulsory market making period laid down under sub-regulation (1). (7) The promoters'' holding shall not be eligible for offering to the market maker under this Chapter during the period specified in sub-regulation (1): Provided that the promoters'' holding which is not locked-in as per these regulations can be traded with prior permission of the SME exchange, in the manner specified by the Board. (8) Subject to the agreement between the issuer and the merchant banker/s, the merchant banker/s who have the responsibility of market making may be represented on the board of the issuer. (xiii) in Schedule IV,- (a) in Part A, for clause (b), the following shall be substituted, namely:- (b) In case of a rights issue: Size of the issue, including intended retention of over subscription Amount / Rate of fees Less than or equal to ten crore rupees. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of first proviso to sub-regulation (4) of regulation 32 of Securities and Exchange board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, cash flow statement has been prepared and disclosed in the red herring prospectus and / or prospectus. (6) We confirm that underwriting and market making arrangements as per requirements of regulation 106D and 106 J of the Securities and Exchange board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 have been made. (7) We confirm that the issuer has redressed at least ninety five per cent. of the complaints received from the investors till the end of the quarter immediately preceding the month of the filing of the red herring prospectus / prospectus with the Registrar of Companies or letter of offer with SME exchange. (Applicable only in case of Further public offer and rights issue) Place: Date: Merchant Banker(s) to the Issue with Official Seal(s) (xv) in Schedule VIII,- (a) in Part A, in Para (2), - (A) in item (VI),- (I) in sub-item (B), in clause (15), for sub-clause (e), the following shall be substituted, namely:- (e) The underwriting agreement shall ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... shall be substituted; (b) in Part C, in para (2), (A) brackets and letter (e) shall be omitted; (B) item (f) shall be renumbered as (e) ; (c) in Part E, in Para (5), in item (VI), in sub-item (C), in clause (6), the following proviso shall be inserted, namely: Provided that such participation shall not result in breach of minimum public shareholding requirement stipulated in the equity listing agreement entered into between the issuer and the recognized stock exchanges where the specified securities of the issuer are listed. (d) in Part F, for para (2), the following shall be substituted, namely:- (2) However, if the conditions specified in clause (1) in Part E of this Schedule are satisfied, the disclosure requirements specified in the following clauses in Part D of this Schedule, shall not be applicable to such issuer: (a) Sub-item (B) of item II; (b) Sub-item (D) of item III; (c) Item V; (d) Item VI; (e) Item VII; (f) Item X; (g) Item XI; (h) Item XIV; (i) Item XV; (j) Item XVI. (xvi) in Schedule XI,- (a) in Part A,- (A) in para 10, for clause (f), the following shall be substituted, namely:- ..... X X X X Extracts X X X X X X X X Extracts X X X X
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