Non-retail investors to mandatorily use ASBA facility

CIRCULAR

CIR/CFD/DIL/1/2011,

April 29, 2011

To All Stock Exchanges

To All Registered Merchant Bankers

To All Registered Registrars to an Issue To All Registered Bankers to an Issue To All Registered Stock Brokers

Dear Sirs,

Sub.: Applications Supported by Blocked Amount (ASBA) facility

1. SEBI has issued circular no. CIR/CFD/DIL/8/2010 dated October 12, 2010, enabling the syndicate / sub-syndicate members to procure ASBA forms (hereinafter referred as “Syndicate ASBA”) from the investors, upload the bid and other relevant details of such ASBA forms in the bidding platform and thereafter forward the ASBA forms to the SCSBs. SCSBs shall carry out further action for the ASBA forms such as signature verification, blocking of funds and forward the forms to the registrar to the issue.

2. The respective intermediaries shall take note of the following:

a. Bidding Centers: ASBA facility through syndicate / sub-syndicate member shall initially commence with the following bidding centers:

1. Mumbai

2. Chennai

3. Kolkata

4. Delhi

5. Ahmedabad

6. Rajkot

7. Jaipur

8. Bangalore

9. Hyderabad

10. Pune

11. Baroda

The syndicate / sub-syndicate members located in the abovementioned centers shall accept ASBA forms. Before accepting these ASBA forms syndicate / sub-syndicate members shall satisfy themselves that the SCSBs whose name has been filled in the ASBA form has named a branch in that centre to accept ASBA forms.

b. Naming of Branch: All the SCSBs which are providing ASBA facility in any of the above mentioned centers are required to name atleast one branch where syndicate / sub-syndicate members can submit the ASBA forms. The format in which SCSBs has to provide to SEBI the details of the branch to accept ASBA forms from the syndicate / sub- syndicate member is placed at Annexure A. This list would be displayed on the website of SEBI.

c. Syndicate ASBA process: An indicative process flow for ASBA through syndicate members vis-à-vis non-ASBA is placed at Annexure B.

3. It has been decided that non-retail investors i.e. Qualified Institutional Buyers and Non-Institutional Investors, making application in public/ rights issue shall mandatorily make use of ASBA facility. In this regard, disclosures shall be made in the offer document such as in issue procedure section as part of payment instructions.

4. Merchant Bankers shall ensure that appropriate disclosures are made in the offer document in this regard.

5. All intermediaries are directed to comply with the instructions contained in this circular.

6. This circular shall be applicable for Red Herring Prospectus/ Prospectus / Letter of Offer filed with Registrar of Companies/ Stock Exchanges, as the case may be, on or after May 2, 2011.

7. This circular is issued in exercise of the powers conferred under Section 11 read with Section 1 1A of the Securities and Exchange Board of India Act, 1992.

Annexure B

Indicative timeline schedule for various activities

Sl. No.	Details of Activities		Due Date (Working Day)
	Non-ASBA	ASBA through Syndicate Member
1.	Investor submits a completed bid cum application form to Syndicate /Sub-Syndicate Member, who shall upload bid details in the      electronic bidding system of stock exchange(s). Syndicate members need to ensure that required documents are attached with the application form.	Investor submits a completed bid cum application form indicating the mode of payment option as ASBA to Syndicate Member. Syndicate Member shall give an acknowledgement by giving the counter foil as proof of having accepted his/ her application. Syndicate Member shall upload bid details in the electronic bidding system of stock exchange(s).	Issue opening date to issue closing date (where T is issue closing date)
2.	Issue closes.		T
3.	Stock exchange(s) to allow syndicate members to undertake modification of select fields in the bid details already uploaded. Registrar to get the electronic bid details from the    stock exchanges at the end of the day.		T+1
4.	Issuer, merchant banker and registrar to submit relevant documents to the stock exchange(s)       except listing application, allotment details and demat credit and refund details for the    purpose of listing permission. Syndicate members to forward a schedule (containing application number, payment instrument number and amount), application          forms and payment         instruments to collecting banks. Collecting banks may    not accept bid schedule, bid applications and     payment instrument after T+2 day.	Syndicate members to forward a schedule (containing application number and amount) along with application forms to the branch named for ‘Syndicate ASBA’ of the respective SCSBs for blocking of Fund. Designated branches may not accept schedule and applications after T+2 day.	T+2
	Registrar to give bid file received from the stock exchanges containing      the application number and amount to all the collecting banks who can use this file for validation at their end. Registrar to commence validation of the electronic bid details with depositories records for DP ID, Client ID and PAN.	Registrar to give bid file received from the stock      exchanges containing          the application number and amount to respective SCSBs duly sorted centre wise who may use this file for reconciliation. SCSBs to start blocking funds.
5.	Registrar to continue validation of the electronic bid details       with depositories records.Collecting banks to commence clearing of payment instruments.	Blocking funds continues.	T+3
6.	Registrar to complete validation of the electronic bid details       with depositories records.Collecting banks to     start forwarding application forms along with bank schedules to registrar.	SCSBs to start forwarding application forms along with bank schedules to registrar.	T+4
7.	Registrar to prepare list of rejected bids based on mis-match between electronic bid details and depositories data base. Registrar to undertake “Technical Rejection” test   based on electronic bid details and prepare list of technical rejection cases.		T+5
8.	Collecting banks to submit status of clearance status of payment instrument i.e. “Final Certificate” to the registrar.	SCSBs to submit status of blocking of fund i.e. “Final Certificate” to the registrar.	T+6
9.	Collecting banks/SCSBs to ensure that all application forms are forwarded to the registrar. Registrar to undertake and complete reconciliation of final certificate received from the collecting banks with electronic bid details. Registrar submits the final basis of allotment to Designated Stock Exchange(s) for approving the basis of allotment.		T+7

10.	Designated stock exchange(s) to approve the basis of allotment. Registrar to prepare funds transfer schedule based on approved allotment. Registrar to give instructions to depositories to carry out lock-in for pre issue capital.	T+8
11.	Registrar and merchant banker to issue funds transfer instructions to collecting banks/SCSBs. Collecting     banks/SCSBs to credit the funds in Public Issue Account of the issuer and confirm the same.Issuer to make allotment. Registrar to give instruction to depositories for credit of shares to successful allottees. Registrar to receive confirmation for pre-issue capital lock-in from depositories.	T+9
12. 12	Issuer and registrar to file allotment details with designated stock exchange(s) and confirm all formalities are completed except demat credit and refund. Registrar to complete refund dispatch. Registrar to issue bank-wise data of allottees, allotted amount and refund amount to collecting banks/SCSBs.	T+10
13. 13	Registrar to receive confirmation of demat credit from depositories and submit the same to the stock exchange(s). Issuer and registrar to file confirmation of demat credit and refund dispatch with stock exchange(s).Issuer to make a listing application to stock exchange(s) and stock exchanges to give listing and trading permission. Issuer, merchant banker and registrar to publish allotment advertisement before the commencement of trading, prominently displaying the date of commencement of trading, in all the newspapers where issue opening/closing advertisements have appeared earlier. Stock exchange(s) to issue commencement trading notice.	T+1 1
14	Trading commences	T+ 12