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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 ..... lause (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", the words "regulation 42" shall be substituted; ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 twenty five crore rupees, may also issue specified securities in accordance with provisions of this Chapter. (3) Th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 therein the number of specified securities which they agree to subscribe at issue price in case of under-subscription. (4) If other underwriters fail to fulfill their underwriting obligations or other nominated ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 issue, bonus issue, etc. the issuer shall migrate its specified securities listed on SME exchange to Main Board and seek listing of specified securities proposed to be issued on the Main Board subject to the fulfilment of the eligibility criteria for listing of specified securities laid down by the Main Board ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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. A flat charge of twenty five thousand rupees (Rs.25,000/-). More than ten crore rupees and less than or equal to five hundred crore rupees. Twenty five thousand rupees (Rs. 25,000/-) plus 0.005 per cent. of the issue size in excess of ten crore rupees. More than five hundred crore rupees. A flat charge of five lakh rupees (Rs.5,00,000/-). (b) in Part B, for the words "Para 3", the words "Para 2" shall be substituted. (xiv) In Schedule VI,- ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ent. 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 list out the role and obligations of each syndicate member and inter-alia contain a clause stating that margin collected shall be uniform across all categories indicating the percentage to be paid as margin by the investor at the time of bidding." (II) in sub-item (D), in clause (2),- (i) in sub-clause (i), in section (ii), after the words "regulation 2", the bracket ")"shall be inserted; (ii) in sub-clause (j), in section (iv), after the words "regulation 32", the words "and regulation 33" shall be inserted; (iii) in sub-clause (r), after section (xvii), the following shall be inserted, namely ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s 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:- "(f) Anchor Investors shall pay on application the same margin which is payable by other categories of investors the balance, if any, shall be paid within two days of the date of closure of the issue." (B) in para 11, - (I) for clause (a), the following shall be substituted, namely:- "(a) The margin collected shall be uniform across all categories of investors." (II) clause (b) shall be omitted; (C) in para 12, after clause (i), the following shall be inserted, namely:- "(ia) The issuer may decide to close the bidding by qualified institutional buyers one day prior to the closure of the issue subject to the following conditions: (i) bidding shall be kept open for a minimum of three days fo ..... X X X X Extracts X X X X X X X X Extracts X X X X
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