SEBI notifies Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 vide Notification No. SEBI/LAD-NRO/GN/2022/63 Dated: 14th January, 2022.
SECURITIES AND EXCHANGE BOARD OF INDIA
NOTIFICATION
Mumbai, the 14th January, 2022
SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) (AMENDMENT) REGULATIONS, 2022
No. SEBI/LAD-NRO/GN/2022/63.—In exercise of the powers conferred under section 30 of the Securities and Exchange Board of India Act, 1992 (15 of 1992), the Board hereby makes the following regulations to further amend the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, namely: –
1. These regulations may be called the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022.
2. They shall come into force on the date of their publication in the Official Gazette:
Provided that the amendments to sub-regulation (3A) of regulation 32, regulation 49, regulation 129, regulation 145, clause (10) and clause (15) of Part A of Schedule XIII and Schedule XIV shall come into force from April 1, 2022, for issues opening on or after April 1, 2022.
3. In the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, –
I. In regulation 2, in sub-regulation (1),
(a) in clause (r),
i. the words and symbol “or the offer document:” shall be substituted with the words and symbols “the offer document, or the letter of offer:”.
ii. in the proviso, the words and symbol “or the offer document;” shall be substituted with the words and symbols “the offer document, or the letter of offer;”.
(b) in clause (mm), the words and symbols “regulation 2(1)(q) of” shall be omitted.
(c) in clause (lll), the words “wilful defaulter” wherever it appears, shall be substituted with the words “wilful defaulter or a fraudulent borrower” and the words “wilful defaulters” shall be substituted with the words “wilful defaulters or fraudulent borrowers”.
II. In regulation 5, in sub-regulation (1), in clause (c), the words and symbol “wilful defaulter.” shall be substituted with the words and symbol “wilful defaulter or a fraudulent borrower.”.
III. In regulation 7, after sub-regulation (2),
(a) in the explanation, the words “For the purposes of this regulation” shall be substituted with the words and numbers “For the purposes of regulation 6 and regulation 7”.
(b) the following sub-regulation (3) shall be inserted, namely, –
“(3) The amount for:
(i) general corporate purposes, and
(ii) such objects where the issuer company has not identified acquisition or investment target, as mentioned in objects of the issue in the draft offer document and the offer document,
shall not exceed thirty five per cent. of the amount being raised by the issuer:
Provided that the amount raised for such objects where the issuer company has not identified acquisition or investment target, as mentioned in objects of the issue in the draft offer document and the offer document, shall not exceed twenty five per cent. of the amount being raised by the issuer:
Provided further that such limits shall not apply if the proposed acquisition or strategic investment object has been identified and suitable specific disclosures about such acquisitions or investments are made in the draft offer document and the offer document at the time of filing of offer documents.”
IV. In regulation 8, in the proviso after the Explanation, the words, symbol and numbers “under the sections 391 to 394 of Companies Act, 1956,” shall be omitted.
V. After regulation 8 and before regulation 9, the following regulation (8A) shall be inserted, namely, –
“Additional conditions for an offer for sale for issues under sub-regulation (2) of regulation 6
8A. For issues where draft offer document is filed under sub-regulation (2) of regulation 6 of these regulations:
a. shares offered for sale to the public by shareholder(s) holding, individually or with persons acting in concert, more than twenty per cent of pre-issue shareholding of the issuer based on fully diluted basis, shall not exceed more than fifty per cent of their pre-issue shareholding on fully diluted basis;
b. shares offered for sale to the public by shareholder(s) holding, individually or with persons acting in concert, less than twenty per cent of pre-issue shareholding of the issuer based on fully diluted basis, shall not exceed more than ten per cent of pre-issue shareholding of the issuer on fully diluted basis;
c. for shareholder(s) holding, individually or with persons acting in concert, more than twenty per cent of pre-issue shareholding of the issuer based on fully diluted basis, provisions of lock-in as specified under regulation 17 of these regulations shall be applicable, and relaxation from lock-in as provided under clause (c) of regulation 17 of these regulations shall not be applicable.”
VI. In regulation 15,
(a) in sub-regulation (1), in clause (b), in point (i) of the proviso, the words “if the promoters and alternative investment funds”, shall be substituted with the words “if the promoters and alternative investment funds or foreign venture capital investors or scheduled commercial banks or public financial institutions or insurance companies registered with Insurance Regulatory and Development Authority of India”.
(b) in sub-regulation (1), in clause (b), in point (ii) of the proviso, the words, numbers and symbol “sections 391 to 394 of the Companies Act, 1956 or” shall be omitted.
(c) in sub-regulation (1), in clause (c), the words “the promoters and alternative investment funds”, shall be substituted with the words “the promoters and alternative investment funds or foreign venture capital investors or scheduled commercial banks or public financial institutions or insurance companies registered with Insurance Regulatory and Development Authority of India”.
(d) in sub-regulation (2), the words, symbol and numbers “under the sections 391 to 394 of the Companies Act, 1956” shall be omitted.
VII. In regulation 17,
(a) in clause (c), in the proviso, after the words “alternative investment fund” the words “of Category I or Category II” shall be inserted.
(b) after clause (c), the existing Explanation shall be numbered as (i) and the words “one year period” in the Explanation shall be substituted with the words “six months period”.
(c) after the newly numbered Explanation (i), the following shall be inserted, namely, –
“(ii) For the purpose of clause (c), in case such equity shares have resulted pursuant to a bonus issue, then the holding period of such equity shares against which the bonus issue is made as well as holding period of resultant bonus equity shares together shall be considered for the purpose of calculation of six months period, subject to the following:
(a) that the bonus shares being issued out of free reserves and share premium existing in the books of account as at the end of the financial year preceding the financial year in which the draft offer document is filed with the Board; and
(b) that the bonus shares not being issued by utilisation of revaluation reserves or unrealized profits of the issuer.”
VIII. In regulation 23, in sub-regulation (5), in the proviso, the words, numbers and symbols “or the Companies Act, 1956 (to the extent applicable)” shall be omitted.
IX. In regulation 29, after sub-regulation (2), the following proviso shall be inserted namely, —
“Provided that the cap of the price band shall be at least one hundred and five percent of the floor price.”
X. In regulation 32,
(a) after sub-regulation (3), the following sub-regulation shall be inserted namely, —
“(3A) In an issue made through book building process, the allocation in the non-institutional investors’ category shall be as follows:
(a) one third of the portion available to non-institutional investors shall be reserved for applicants with application size of more than two lakh rupees and up to ten lakh rupees;
(b) two third of the portion available to non-institutional investors shall be reserved for applicants with application size of more than ten lakh rupees:
Provided that the unsubscribed portion in either of the sub-categories specified in clauses (a) or (b), may be allocated to applicants in the other sub-category of non-institutional investors.”
(b) in sub-regulation (4), in clause (ii), the sub-clause (i) and (ii) shall be re-numbered as sub-clause (a) and (b).
XI. In regulation 40, in sub-regulation (1), the words, numbers and symbols “it shall appoint underwriters in accordance with the Securities and Exchange Board of India (Underwriters) Regulations, 1993” shall be substituted with the words and symbols “it shall appoint merchant bankers or stock brokers, registered with the Board, to act as underwriters.”.
XII. In regulation 41,
(a) in sub-regulation (1), the words and symbol “public financial institution or by a scheduled commercial bank named in the offer document as bankers of the issuer:” shall be substituted with the words and symbol “credit rating agency registered with the Board:”.
(b) in sub-regulation (2), the words “at least ninety five per cent” shall be substituted with the words “hundred per cent”, and the words and symbols “, excluding the proceeds raised for general corporate purposes,” shall be omitted.
XIII. In regulation 45, in sub-regulation (2), the words “fifteen days” shall be substituted with the words “four days”.
XIV. In regulation 49,
(a) in sub-regulation (3), after the words “retail individual investors” and before the words “and anchor”, the symbols and words “, non-institutional investors” shall be inserted;
(b) after sub-regulation (4), the following sub-regulation (4A) shall be inserted namely, —
“(4A) The allotment of specified securities to each non-institutional investor shall not be less than the minimum application size, subject to the availability of shares in non-institutional investors’ category, and the remaining shares, if any, shall be allotted on a proportionate basis in accordance with the conditions specified in this regard in Schedule XIII of these regulations.”
XV. In regulation 53, in sub-regulation (2), the words “seven days” and “eight days” shall be substituted with the words “four days” and the words “eighth day” shall be substituted with the words “fourth day”.
XVI. In regulation 57, in sub-regulation (7), the word and symbol “Chapter VII” shall be substituted with the word and symbol “Chapter V of these regulations”.
XVII. In regulation 62,
(a) after sub-regulation (2) and before sub-regulation (3), the following sub-regulation shall be inserted, namely, –
“(2A) The amount for:
(i) general corporate purposes, and
(ii) such objects where the issuer company has not identified acquisition or investment target, as mentioned in objects of the issue in the draft offer document and the offer document, shall not exceed thirty five per cent. of the amount being raised by the issuer:
Provided that the amount raised for such objects where the issuer company has not identified acquisition or investment target, as mentioned in objects of the issue in the draft offer document and the offer document, shall not exceed twenty five per cent. of the amount being raised by the issuer:
Provided further that such limits shall not apply if the proposed acquisition or strategic investment object has been identified and suitable specific disclosures about such acquisitions / investments are made in the draft offer document and the offer document at the time of filing of offer documents.”
(b) in sub-regulation (3), the words “wilful defaulter” shall be substituted with the words “wilful defaulter or a fraudulent borrower”.
XVIII. In regulation 69, sub-regulation (5), in the proviso, the words, numbers and symbols “or the Companies Act, 1956 (to the extent applicable)” shall be omitted.
XIX. In regulation 70, in sub-regulation (6), the words “wilful defaulter” shall be substituted with the words “wilful defaulter or a fraudulent borrower”.
XX. In regulation 74, in sub-regulation (2), the words “or warrants” shall be omitted.
XXI. In regulation 81, in sub-regulation (1), the words, numbers and symbols “it shall appoint underwriters in accordance with the Securities and Exchange Board of India (Underwriters) Regulations, 1993.” shall be substituted with the words and symbols “it shall appoint merchant bankers or stock brokers, registered with the Board, to act as underwriters:”.
XXII. In regulation 82,
(a) in sub-regulation (1), the words and symbol “public financial institution or by a scheduled commercial bank named in the letter of offer as a banker of the issuer:” shall be substituted with the words and symbol “credit rating agency registered with the Board:”.
(b) in sub-regulation (2), the words “at least ninety five per cent” shall be substituted with the words “hundred per cent”, and the words and symbols “,excluding the proceeds raised for general corporate purposes,” shall be omitted.
XXIII. In regulation 86, in sub-regulation (2), the words “fifteen days” shall be substituted with the words “four days”.
XXIV. In regulation 87, the words “fifteen days” shall be substituted with the words “seven days”.
XXV. In regulation 93, in sub-regulation (3), the words and symbol “the securities certificates,” and the words “the listing agreement is entered into by the issuer with the stock exchange and” shall be omitted.
XXVI. In regulation 94, in sub-regulation (2), the words “seven days” and “eight days” shall be substituted with the words “four days” and the words “eighth day” shall be substituted with the words “fourth day”.
XXVII. In regulation 99,
(a) in clause (c), after the words and symbol “fifty crore rupees;”, the words and symbols “in at least one of the recognized stock exchanges with nationwide trading terminal, where its securities are listed;” shall be inserted.
(b) in clause (h), in sub-clause (i), after the words “issued by the Board” the words and symbol “or the Adjudicating Officer,” shall be inserted.
(c) clause (i) shall be substituted with the following, namely, –
“(i) if the issuer or the promoter or the promoter group or the director of the issuer has settled any alleged violations of securities laws through the settlement mechanism of the Board in the past three years immediately preceding the reference date, then the disclosure of such compliance of the settlement order, shall be made in the letter of offer;”
(d) in clause (m), after the word “Further” the word “that” shall be omitted.
XXVIII. In regulation 102, in clause (c), the words “wilful defaulter” shall be substituted with the words “wilful defaulter or a fraudulent borrower”.
XXIX. In regulation 103, sub-regulations (1) and (2), shall be substituted with the following, namely,-
“(1) An issuer shall be eligible to make a further public offer, if it has not changed its name in the last one year period immediately preceding the date of filing the relevant offer document:
Provided that if an issuer has changed its name in the last one year period immediately preceding the date of filing the relevant offer document, such an issuer shall make further public offer if at least fifty per cent. of the revenue for the preceding one full year has been earned by it from the activity indicated by its new name.
(2) An issuer not satisfying the condition stipulated in the proviso to sub-regulation (1), shall make a further public offer only if the issue is made through the book building process and the issuer undertakes to allot at least seventy five per cent. of the net offer, to qualified institutional buyers and to refund full subscription money if it fails to make the said minimum allotment to qualified institutional buyers.”.
XXX. In regulation 104,
(a) in sub-regulation (1), after clause (d), the following explanation shall be inserted, namely,
“Explanation. – For the purposes of this regulation “finance for the specific project” shall mean finance for capital expenditures only.”
(b) after sub-regulation (2), the following sub-regulation (3) shall be inserted, namely, –
“(3) The amount for:
(i) general corporate purposes, and
(ii) such objects where the issuer company has not identified acquisition / investment target, as mentioned in objects of the issue in the draft offer document and the offer document,
shall not exceed thirty five per cent. of the amount being raised by the issuer:
Provided that the amount raised for such objects where the issuer company has not identified acquisition or investment target, as mentioned in objects of the issue in the draft offer document and the offer document, shall not exceed twenty five per cent. of the amount being raised by the issuer:
Provided further that such limits shall not apply if the proposed acquisition or strategic investment object has been identified and suitable specific disclosures about such acquisitions or investments are made in the draft offer document and the offer document at the time of filing of offer documents.”
XXXI. In regulation 105,
(a) the first proviso, shall be placed after the existing second proviso and before the Explanation.
(b) the words, numbers and symbols “under the sections 391 to 394 of the Companies Act, 1956,” shall be omitted.
(c) in the proviso after the Explanation, in clause (c) of the proviso, the word “shared” shall be substituted with the word “shares”.
XXXII. In regulation 114, in sub-regulation (2), the words, numbers and symbol “under section 391 to 394 of the Companies Act, 1956” shall be omitted.
XXXIII. In regulation 127, after sub-regulation (2), the following proviso shall be inserted namely,
“Provided that the cap of the price band shall be at least one hundred and five percent of the floor price.”
XXXIV. In regulation 129, after sub-regulation (3), the following sub-regulation shall be inserted namely, —
“(3A) In an issue made through book building process, the allocation in the non-institutional investors’ category shall be as follows:
(a) one third of the portion available to non-institutional investors shall be reserved for applicants with application size of more than two lakh rupees and up to ten lakh rupees;
(b) two third of the portion available to non-institutional investors shall be reserved for applicants with application size of more than ten lakh rupees:
Provided that the unsubscribed portion in either of the sub-categories specified in clauses (a) or (b) may be allocated to applicants in the other sub-category of non-institutional investors.”
XXXV. In regulation 136, in sub-regulation (1), the words, numbers and symbols “it shall appoint underwriters in accordance with the Securities and Exchange Board of India (Underwriters) Regulations, 1993” shall be substituted with the words and symbols “it shall appoint merchant bankers or stock brokers, registered with the Board, to act as underwriters”.
XXXVI. In regulation 137,
(a) in sub-regulation (1), the words and symbol “public financial institution or by a scheduled commercial bank named in the offer document as the bankers of the issuer:” shall be substituted with the words and symbol “credit rating agency registered with the Board:”.
(b) in sub-regulation (2), the words “at least ninety five per cent” shall be substituted with the words “hundred per cent”, and the words and symbols “, excluding the proceeds raised for general corporate purposes,” shall be omitted.
XXXVII. In regulation 141, in sub-regulation (2), the words “fifteen days” shall be substituted with the words “four days”.
XXXVIII. In regulation 145 ,
(a) in sub-regulation (3), after the words “retail individual investors” and before the words “and anchor”, the symbols and words “, non-institutional investors” shall be inserted;
(b) after sub-regulation (4), the following sub-regulation (4A) shall be inserted namely,
“(4A) The allotment of specified securities to each non-institutional investor shall not be less than the minimum application size, subject to the availability of shares in non-institutional investors’ category, and the remaining shares, if any, shall be allotted on a proportionate basis in accordance with the conditions specified in this regard in Schedule XIII of these regulations.”
XXXIX. In regulation 149, in sub-regulation (2), the words “seven days” shall be substituted with the words “four days” and the words “eighth day” shall be substituted with the words “fourth day”.
XL. In regulation 155,
(a) in clause (f), in the proviso, the words “letter of offer”, appearing after the words “time of filing of” shall be substituted with the words “the red herring prospectus with the Registrar of Companies”.
(b) in clause (f), in the proviso, the words “letter of offer”, appearing after the words “are made in the” shall be substituted with the words “the red herring prospectus”.
(c) clause (h) shall be substituted with the following, namely, –
“(h) that no show-cause notices, excluding proceedings for imposition of penalty, have been issued by the Board and pending against the issuer or its promoters or whole time directors as on the reference date:
In cases where against the issuer or its promoters or whole time directors,
(i) show-cause notice(s) has been issued by the Board or the Adjudicating Officer, in a proceeding for imposition of penalty; or
(ii) prosecution proceedings have been initiated by the Board;
necessary disclosures in respect of such action(s) along with its potential adverse impact on the issuer shall be made in the offer document;”
(d) clause (i) shall be substituted with the following, namely, –
“(i) if the issuer or the promoter or the promoter group or the director of the issuer has settled any alleged violations of securities laws through the settlement mechanism of the Board in the past three years immediately preceding the reference date, then the disclosure of such compliance of the settlement order, shall be made in the offer document;”
(e) clause (l) shall be substituted with the following, namely, –
“(l) for audit qualifications, if any, in respect of any of the financial years for which accounts are disclosed in the offer document, the issuer shall provide the restated financial statements adjusting for the impact of the audit qualifications.
Further, for the qualifications wherein impact on the financials cannot be ascertained, the same shall be disclosed appropriately in the offer document.”
XLI. In regulation 158,
(a) In sub-regulation (1), in clause (a), the words, symbols and numbers “(3) and (4) of sections 81 of the Companies Act, 1956 or sub-section” appearing after the word “sub-sections” and before the symbols and number “(3) ”, shall be omitted.
(b) In sub-regulation (1), after clause (a) the following proviso shall be inserted:
“Provided that the provisions of this chapter shall apply to conversion of a loan or an option attached to convertible debt instruments into equity shares as mentioned in clause (a) subject to the provisions of the proviso to sub-section (3) of section 62 of the Companies Act, 2013.”
XLII. In regulation 159,
(a) in sub-regulation (1), the words “six months” appearing after the words “during the” and before the word “preceding”, shall be substituted by the numbers and words “90 trading days”;
(b) in the explanation to sub-regulation (1), the words “six months” appearing after the words “during the” and before the word “preceding”, shall be substituted by the number and words “90 trading days”;
(c) after sub-regulation (3), the following sub-regulation (4) shall be inserted namely,—
“(4) An issuer shall not be eligible to make a preferential issue if it has any outstanding dues to the Board, the stock exchanges or the depositories:
Provided that sub-regulation (4) shall not be applicable in a case where such outstanding dues are the subject matter of a pending appeal or proceeding(s), which has been admitted by the relevant Court, Tribunal or Authority, as the case may be.”
XLIII. In regulation 160,
(a) in clause (c), after the words “dematerialized form”, the following shall be inserted namely,—
“before an application seeking in-principle approval is made by the issuer to the stock exchange(s) where its equity shares are listed”;
(b) in clause (e), after the words “the Board”, the following shall be inserted namely,—
“before an application seeking in-principle approval is made by the issuer to the stock exchange(s) where its equity shares are listed”;
(c) after clause (e), the following clause (f) shall be inserted namely,—
“ (f) the issuer has made an application seeking in-principle approval to the stock exchange(s), where its equity shares are listed, on the same day when the notice has been sent in respect of the general meeting seeking shareholders’ approval by way of special resolution.”
XLIV. In regulation 162,
(a) the existing text of the regulation shall be numbered as sub-regulation (1);
(b) after sub-regulation (1), the following sub-regulation (2) shall be inserted namely,—
“(2) Upon exercise of the option by the allottee to convert the convertible securities within the tenure specified in sub-regulation (1), the issuer shall ensure that the allotment of equity shares pursuant to exercise of the convertible securities is completed within 15 days from the date of such exercise by the allottee.”
XLV. In regulation 163,
(a) in sub-regulation (1),
(i) in clause (f), the following words and symbols appearing after the words “proposed allottees” shall be omitted:
“, the percentage of post preferential issue capital that may be held by them and change in control, if any, in the issuer consequent to the preferential issue”;
(ii) after clause (f), the following clause (fa) shall be inserted namely,—
“ (fa) the percentage of post preferential issue capital that may be held by the allottee(s) and change in control, if any, in the issuer consequent to the preferential issue”;
(iii) in clause (i), the words “wilful defaulter” shall be substituted with the words “wilful defaulter or a fraudulent borrower”.
(iv) after clause (i), the following clause (j) shall be inserted namely,—
“(j) the current and proposed status of the allottee(s) post the preferential issues namely, promoter or non-promoter.”;
(b) in sub-regulation (2),
(i) the words “its statutory auditors” appearing after the words “certificate of” and before the words “before the” shall be substituted by the words “a practicing company secretary”;
(ii) after sub-regulation (2), the following explanation shall be inserted namely,—
“Explanation.—For the purposes of sub-regulation (2), the issuer shall also host the certificate on its website and provide a link for the same in the notice for the general meeting of the shareholders considering the proposed preferential issue.”;
(c) the existing sub-regulation (3) shall be substituted with the following namely, —
“(3) Specified securities may be issued on a preferential basis for consideration other than cash:
Provided that consideration other than cash shall comprise only swap of shares pursuant to a valuation report by an independent registered valuer, which shall be submitted to the stock exchange(s) where the equity shares of the issuer are listed:”;
(d) in the existing proviso to sub-regulation (3), after the word “Provided” and before the word “that”, the word “further” shall be inserted.
XLVI. In regulation 164,
(a) in sub-regulation (1),
(i) the words “twenty six weeks” appearing after the words “period of” and before the words “or more”, shall be substituted by the number and words “90 trading days”;
(ii) in clause a,
a) the words, “average of the weekly high and low of the” appearing after the word “the” and before the word “volume”, shall be substituted by the number, words and symbol “90 trading days’”;
b) the words “during the twenty six weeks” appearing after the word “exchange” and before the word “preceding”, shall be omitted;
(iii) in clause b,
a) the words, “average of the weekly high and low of the” appearing after the word “the” and before the word “volume”, shall be substituted by the number, words and symbol “10 trading days’”;
b) the words “during the two weeks” appearing after the word “exchange” and before the word “preceding”, shall be omitted;
(iv) after clause b, the following proviso shall be inserted to sub- regulation (1) namely,—
“Provided that if the Articles of Association of the issuer provide for a method of determination which results in a floor price higher than that determined under these regulations, then the same shall be considered as the floor price for equity shares to be allotted pursuant to the preferential issue.”;
(b) in sub-regulation (2),
(i) the words “twenty six weeks” appearing after the words “less than” and before the words “as on”, shall be substituted by the number and words “90 trading days”;
(ii) in clause a, the words “sections 391 to 394 of the Companies Act, 1956 or” shall be omitted;
(iii) in clause b, the words “weekly high and low of the” appearing after the words “average of the” and before the words “volume weighted”, shall be omitted;
(iv) in clause c, the words “weekly high and low of the” appearing after the words “average of the” and before the words “volume weighted”, shall be substituted by the word “10 trading days’”;
(v) after clause c, the following proviso shall be inserted to sub-regulation (2) namely,—
“Provided that if the Articles of Association of the issuer provide for a method of determination which results in a floor price higher than that determined under these regulations, then the same shall be considered as the floor price for equity shares to be allotted pursuant to the preferential issue.”;
(c) in sub-regulation (3),
(i) the words “twenty six weeks” appearing after the words “completion of” and before the words “from the”, shall be substituted by the numbers and words “90 trading days”;
(ii) the words, “average of the weekly high and low of the” appearing after the words “reference to” and before the words “volume weighted” shall be substituted by the number, words and symbol “90 trading days’”;
(iii) the words “twenty six weeks” appearing after the words “during these” and before the words “and if”, shall be substituted by the number and words “90 trading days”;
(iv) after sub-regulation (3), the following proviso shall be inserted namely,—
“Provided that if the Articles of Association of the issuer provide for a method of determination which results in a floor price higher than that determined under these regulations, then the same shall be considered as the floor price for equity shares to be allotted pursuant to the preferential issue.”;
(d) in sub-regulation (4),
(i) the existing text of the sub-regulation shall be numbered as clause (a);
(ii) in clause (a),
a) the words “average of the weekly high and low of the” appearing after the words “less than the” and before the words “volume weighted” shall be substituted by the number, words and symbol “10 trading days’”;
b) the words “during the two weeks” appearing after the word “exchange” and before the word “preceding”, shall be omitted;
c) after clause (a), the following proviso shall be inserted namely,—
“Provided that if the Articles of Association of the issuer provide for a method of determination which results in a floor price higher than that determined under these regulations, then the same shall be considered as the floor price for equity shares to be allotted pursuant to the preferential issue:” ;
(iii) after clause (a), the following clause (b) shall be inserted namely,—
“(b) no allotment shall be made, either directly or indirectly, to any qualified institutional buyer who is a promoter or any person related to the promoters of the issuer:
Provided that a qualified institutional buyer who does not hold any shares in the issuer and who has acquired rights in the capacity of a lender shall not be deemed to be a person related to the promoters.
Explanation. — For the purpose of this clause, a qualified institutional buyer who has any of the following rights shall be deemed to be a person related to the promoters of the issuer:-
(a) rights under a shareholders‘ agreement or voting agreement entered into with promoters or promoter group;
(b) veto rights; or
(c) right to appoint any nominee director on the board of the issuer.”;
(e) in sub-regulation (5), the words “twelve calendar months” appearing after the words “during the” and before the words “preceding the”, shall be substituted by the number and words “240 trading days”;
(f) in the explanation, the words “twenty six weeks” appearing after the words “the preceding” and before the words “prior to”, shall be substituted by the numbers and words “90 trading days”.
XLVII. In regulation 164A,
(a) the words “average of the weekly high and low of the” appearing after the words “less than the” and before the words “volume weighted”, shall be substituted by the number, words and symbol “10 trading days’”;
(g) the words “during the two weeks” appearing after the word “exchange” and before the word “preceding”, shall be omitted.
(b) in sub-regulation (3), in clause (a), in sub-clause (ii), the words “wilful defaulter” shall be substituted with the words “wilful defaulter or a fraudulent borrower”.
XLVIII. In regulation 165, after the word “independent” and before the word “valuer”, the word “registered” shall be inserted.
XLIX. In regulation 166, the words and numbers “regulation 164 or regulation 165”, shall be substituted with the words, numbers and symbols “, regulations 164, 164A, 164B or 165,”.
L. After regulation 166, the following regulation 166A shall be inserted namely,—
“Other conditions for pricing
166A. (1) Any preferential issue, which may result in a change in control or allotment of more than five per cent. of the post issue fully diluted share capital of the issuer, to an allottee or to allottees acting in concert, shall require a valuation report from an independent registered valuer and consider the same for determining the price:
Provided that the floor price, in such cases, shall be higher of the floor price determined under sub-regulation (1), (2) or (4) of regulation 164, as the case may be, or the price determined under the valuation report from the independent registered valuer or the price determined in accordance with the provisions of the Articles of Association of the issuer, if applicable:
Provided further that if any proposed preferential issue is likely to result in a change in control of the issuer, the valuation report from the registered valuer shall also cover guidance on control premium, which shall be computed over and above the price determined in terms of the first proviso:
Provided further that the valuation report from the registered valuer shall be published on the website of the issuer and a reference of the same shall be made in the notice calling the general meeting of shareholders.
(2) Any preferential issue, which may result in a change in control of the issuer, shall only be made pursuant to a reasoned recommendation from a committee of independent directors of the issuer after considering all the aspects relating to the preferential issue including pricing, and the voting pattern of the said committee’s meeting shall be disclosed in the notice calling the general meeting of shareholders.
Explanation.—The meeting of the independent directors referred in sub-regulation (2) shall be attended by all the independent directors on the board of the issuer.”;
LI. In regulation 167,
(d) in sub-regulation (1),
(i) the words “three years” appearing after the words “period of” and before the words “from the”, shall be substituted by the number and word “18 months”;
(ii) in the first proviso to sub-regulation (1), the words “three years” appearing after the words “locked-in for” and before the words “from the”, shall be substituted by the number and word “18 months”;
(iii) in the second proviso to sub-regulation (1), the words “one year” appearing after the words “locked-in for” and before the words “from the”, shall be substituted by the words “six months”;
(e) in sub-regulation (2), the words “one year” appearing after the words “period of” and before the words “from the”, shall be substituted by the words “six months”;
(f) in sub-regulation (6),
(i) the words “six months” appearing after the words “period of” and before the words “from the”, shall be substituted by the number and words “90 trading days”.
(ii) In the proviso to sub-regulation (6), the words “six months” appearing after the words “period of” and before the words “from the”, shall be substituted by the number and words “90 trading days”.
(g) after the proviso to sub-regulation (6), the following sub-regulation (7) shall be inserted namely,—
“(7) Lock-in requirements for an allottee who has become a promoter due to change in control consequent to the preferential issue shall be the same as those applicable to the promoters and promoter group under this regulation.”
LII. After regulation 167, the following regulation 167A shall be inserted namely,—
“Pledge of locked-in specified securities
167A. Specified securities, except SR equity shares, held by the promoters and locked-in under the provisions of these regulations, may be pledged as collateral for a loan granted by a scheduled commercial bank or a public financial institution or a systemically important non-banking finance company or a housing finance company:
Provided that the loan has been granted to the issuer or its subsidiary(ies) for the purpose of financing one or more of the objects of the issue and pledge of specified securities is one of the conditions for sanction of the loan:
Provided further that the lock-in on the specified securities shall continue pursuant to the invocation of the pledge and the entity invoking the pledge shall not be eligible to transfer the specified securities till the lock-in period stipulated in these regulations has expired.”
LIII. In regulation 171, the clause beginning with “relevant date” shall be re-numbered as clause “(b)”.
LIV. In regulation 172, in sub-regulation (1),
(a) in clause (a), the words and symbols “sub-clause (ii) of” shall be omitted.
(b) in clause (b), in the proviso, the words, numbers and symbol “under sections 391-394 of the Companies Act, 1956” shall be omitted.
(c) in clause (b), in the second proviso, the words, numbers and symbols, “Securities Contracts (Regulation) 1957” shall be substituted with the words, numbers and symbols, “Securities Contracts (Regulations) Rules, 1957”.
LV. In regulation 175,
(d) in sub-regulation (2), after the words “on the basis of a”, the words “preliminary placement document and” shall be inserted.
(e) in sub-regulation (2), the words “wilful defaulter” shall be substituted with the words “wilful defaulter or a fraudulent borrower”.
LVI. In regulation 198, in sub-regulation (1), the words, numbers and symbols “it shall appoint underwriters in accordance with the Securities and Exchange Board of India (Underwriters) Regulations, 1993” shall be substituted with the words and symbols “it shall appoint merchant bankers or stock brokers, registered with the Board, to act as underwriters”.
LVII. In regulation 201,
(f) sub-regulation (1), shall be substituted with the following, namely,-
“(1) Subject to the compliance with the provisions of the Companies Act, 2013, a public issue shall be opened within twelve months from the date of issuance of the observations by the Board under regulation 6.”
(g) in sub-regulation (1), clause (a) shall be omitted.
(h) in sub-regulation (2), the word “an” shall be substituted with the word “The”.
LVIII. In regulation 202,
(h) in sub-regulation (2), in clause (b), the words “fifteen days” shall be substituted with the words “four days”.
(i) in sub-regulation (3), in clause (a) and in clause (b), the words “fifteen days” shall be substituted with the words “four days”.
LIX. In regulation 208, in sub-regulation (2), the words “seven days” and “eight days” shall be substituted with the words “four days” and the words “eighth day” shall be substituted with the words “fourth day”.
LX. In regulation 228, in clause (c), the words “wilful defaulter” shall be substituted with the words “wilful defaulter or a fraudulent borrower”.
LXI. In regulation 230, after sub-regulation (2), the following sub-regulation (3) shall be inserted, namely, –
“(3) The amount for:
(i) general corporate purposes, and
(ii) such objects where the issuer company has not identified acquisition or investment target, as mentioned in objects of the issue in the draft offer document and the offer document, shall not exceed thirty five per cent. of the amount being raised by the issuer:
Provided that the amount raised for such objects where the issuer company has not identified acquisition or investment target, as mentioned in objects of the issue in the draft offer document and the offer document, shall not exceed twenty five per cent. of the amount being raised by the issuer:
Provided further that such limits shall not apply if the proposed acquisition or strategic investment object has been identified and suitable specific disclosures about such acquisitions or investments are made in the draft offer document and the offer document at the time of filing of offer documents.”
LXII. In regulation 237, in sub-regulation (1), in clause (b),
(k) in proviso (i), the words “if the promoters and alternative investment funds”, shall be substituted with the words and symbol “if the promoters and alternative investment funds or foreign venture capital investors or scheduled commercial banks or public financial institutions or insurance companies registered with Insurance Regulatory and Development Authority of India,”.
(l) in proviso (ii), the numbers, words and symbol “391 to 394 of the Companies Act, 1956 or” shall be omitted.
LXIII. In regulation 244, in sub-regulation (5), in the proviso, the words, number and symbol “or the Companies Act, 1956 (to the extent applicable)” shall be omitted.
LXIV. In regulation 246, in sub-regulation (5), the words “draft offer document and the” shall be omitted.
LXV. In regulation 255, the words and symbols “Part E of Schedule VIII” shall be substituted with the words and symbols “Part E of Schedule VI”.
LXVI. In regulation 260, in sub-regulation (3), the words, numbers and symbols “may appoint underwriters in accordance with Securities and Exchange Board of India (Underwriters) Regulations, 1993” shall be substituted with the words and symbols “shall appoint merchant bankers or stock brokers, registered with the Board, to act as underwriters,”.
LXVII. In regulation 262,
(a) in sub-regulation (1), the words and symbol “public financial institution or by one of the scheduled commercial banks named in the offer document as bankers of the issuer:” shall be substituted with the words and symbol “credit rating agency registered with the Board:”.
(b) in sub-regulation (2), the words “at least ninety five per cent” shall be substituted with the words “hundred per cent”, and the words and symbol “, excluding the proceeds raised for general corporate purposes,” shall be omitted.
LXVIII. In regulation 272, in sub-regulation (2), the words “seven days” and “eight days” shall be substituted with the words “four days” and the words “eighth day” shall be substituted with the words “fourth day”.
LXIX. Regulation 290A shall be omitted.
LXX. In regulation 292, in sub-regulation (1), in clause (e), the words “wilful defaulter” shall be substituted with the words “wilful defaulter or a fraudulent borrower”.
LXXI. In Schedule II, in clause (1), in sub-clause (a), the words, numbers and symbols, “the Companies Act, 1956 and/or” shall be omitted.
LXXII. In Schedule VI, in Part A,
(a) under the heading “Applicability”, in proviso (a), the word “issue” shall be substituted with the words “public issue” and the words “Part B” shall be substituted with the words “Part D”.
(b) in Item (1) titled “Cover Pages”, point (1), shall be substituted with the following, namely,- :
“(1) Front outside cover page shall contain issue and issuer details, details of selling shareholders in tabular format along with their average cost of acquisition and offer for sale details, and other details as may be specified by the Board from time to time.”
(c) in Item (1) titled “Cover Pages”, in point (2) word “outside” shall be substituted with word “inside”.
(d) in Item (4) titled “Offer Document Summary”, after para (Q), the following new para shall be inserted, namely, –
“(R) Exemption from complying with any provisions of securities laws, if any, granted by SEBI shall be disclosed.”
(e) in Item (5), titled “Risk factor:”, in para (G), after clause 31, following clause 32 shall be inserted, namely, –
“32. In case the proforma financial statements / restated consolidated financial statements has been provided by a peer reviewed Chartered Accountants who is not statutory auditor of the Company, the Issuer Company shall put this as a Top 10 Risk Factor in its offer document (DRHP/RHP/Prospectus).”
(f) in Item (8), titled “Capital Structure:”, in para (B), in clause (f), the word and number “regulation 33” shall be substituted with the word and number “regulation 31”.
(g) in Item (9), titled “Particulars of the Issue:”, in para (A), in clause (8), in sub-clause (e), the words “sub-clause (a) applies” shall be substituted with the words “sub-clauses (a) to (d) applies”.
(h) in Item (10), titled “About the Issuer:”,
i. in para (E), in clause (e), the word and number “sub-item (1) of Item (17)” shall be substituted with the word and number “sub-item (1) of Item (18)”.
ii. in para (F), in clause (b), in sub-clause (iii), the word and number “sub-item (1) of Item (17)” shall be substituted with the word and number “sub-item (1) of Item (18)”.
iii. in para (G), in clause (a), in sub-clause (i), the words and symbol “,Permanent Account Number, Aadhaar card number and driving license number” shall be substituted with the words “ and Permanent Account Number”.
iv. in para (G), in clause (a), in sub-clause (ii), after the words and symbol “Passport Number,” the words “Aadhaar card number and driving license number” shall be inserted.
v. in para (G), in clause (a), in sub-clause (ii), the words “or draft letter of offer” shall be omitted.
vi. in para (G), in clause (d), the words, symbol and number “the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 or” shall be omitted.
(i) in Item (11), titled “Financial Statements”,
i. in point (I), in para (A), in clause (i), the word “statutory auditor(s)” shall be substituted with the words “statutory auditor(s) or Chartered Accountants”.
ii. in point (I), in para (A), in clause (i), in sub-clause (d), the word “auditor” shall be substituted with the words “auditor or Chartered Accountants”.
iii. in point (I), in para (B), in clause (iii), the words “statutory auditor” appearing after the words “as certified by the” shall be substituted with the words “statutory auditor or chartered accountants, who hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI)”.
iv. in point (I), in para (B), in clause (iii), the words “statutory auditor of the issuer company” shall be substituted with the words “statutory auditor of the issuer company or chartered accountants, who hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI) appointed by the issuer company.”.
v. in point (II), in para (A), in clause (i), the word “statutory auditor(s)” shall be substituted with the words “statutory auditor(s) or Chartered Accountants”.
vi. in point (II), in para (A), in clause (i), in sub-clause (d), the word “auditor” shall be substituted with the words “auditor or Chartered Accountants”.
vii. in point (II), in para (B), in clause (iii), the word “statutory auditor” appearing after the words “as certified by the” shall be substituted with the words “statutory auditor or chartered accountants, who hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI),”.
viii. in point (II), in para (B), in clause (iii), the words “statutory auditor of the issuer company” shall be substituted with the words “statutory auditor of the issuer company or chartered accountants, who hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI) appointed by the issuer company.”.
(j) in Item (14), titled “Other Regulatory and Statutory Disclosures:”
i. in para (G), in clause (1), the words, numbers and symbols “Companies Act, 2013]” shall be substituted with the words and numbers “Companies Act, 2013”.
ii. in para (R), after the table, in the “Note”, the following shall be inserted after point 5., namely, –
“6. Designated Stock Exchange as disclosed by the respective Issuer at the time of the issue shall be considered for disclosing the price information.”
iii. in para (S), in clause (3), the word “actively” shall be substituted with the word “frequently”.
iv. after para (T), the following new para shall be inserted, namely, –
“(U) Exemption from complying with any provisions of securities laws, if any, granted by SEBI shall be disclosed.”
(k) in Item (15), titled “Offering Information:”,
i. in para (A), in clause (m), the words and symbol “, subject to the availability of the option to receive physical certificates of specified securities in a rights issue for a period of six months from the date of coming into force of these regulations” shall be omitted.
ii. in para (B), in clause (21), the words and symbol “issue of certificates (for rights issues)/” shall be omitted.
iii. in para (B), in clause (26) in sub-clause (a), in point (vii), the word and number “regulation 19” shall be substituted with the word and number “regulation 56”.
(l) in Item (17), the words “fast track issue” shall be substituted with the words “fast track public issue” and the words “Part B” shall be substituted with the words “Part D”.
LXXIII. In Schedule VI, the words “wilful defaulter”, where ever it appears, shall be substituted with the words “wilful defaulter or a fraudulent borrower”.
LXXIV. In Schedule VI, in Part B,
(m) in Item (4), in Para (XI) titled “Financial Information of the issuer”,
i. in clause (B), the word “statutory auditor” appearing after the words “as certified by the” shall be substituted with the words “statutory auditor or chartered accountants, who hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI)”.
ii. in clause (B), the words “statutory auditor of the issuer company” shall be substituted with the words “statutory auditor of the issuer company or chartered accountants, who hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI).”.
LXXV. In Schedule VI, in Part B-1, in Item (14), in Para (B) titled “Other Financial Information”,
iii. in clause (iii) titled “Proforma financial statements”, the word “statutory auditor” appearing after the words “as certified by the” shall be substituted with the words “statutory auditor or chartered accountants, who hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI)”.
iv. in clause (iii), the words “statutory auditor of the issuer company” shall be substituted with the words “statutory auditor of the issuer company or chartered accountants, who hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI).”.
LXXVI. In Schedule VI, in Part E, in Annexure I, under the table titled “Restated Audited
Financials” in Standalone and Consolidated table, the column for “FY4” and “FY5 (Last audited financial year prior to issue opening)” shall be omitted and the column for “FY 3” shall be substituted with “FY3 (Last audited financial year prior to issue opening)”.
LXXVII. In Schedule VII, in clause (23),
(n) the words “in the last ten years” shall be omitted.
(o) the words “wilful defaulter”, where ever it appears, shall be substituted with the words “wilful defaulter or a fraudulent borrower”.
LXXVIII. In Schedule VI and VII the words “wilful defaulters”, where ever appears, shall be substituted with the words “wilful defaulters or fraudulent borrowers”.
LXXIX. In Schedule IX, in clause (11), after the words “draft offer document” and before the words “and the date of closure”, the symbol and words “/ draft letter of offer” shall be inserted.
LXXX. In schedule XI,
(a) in point. No. 3. and point. No. 4. the words and symbols “(Give Item by Item Description for all the Objects Stated in Offer Document separately in following format)” where ever it appears, shall be substituted with the words and symbols, “(Give item by item description for all the objects, as well as for the sub-heads (if any) given under objects, stated in the offer document separately in following format)”.
(b) in point. No. 3, in the table, a new column with the heading “Source of information / certifications considered by Monitoring Agency for preparation of report” shall be inserted after the column “reply” and before the column “Comments of the monitoring Agency”.
(c) under point. No. 4, in the table (i), a new column with the heading “Source of information / certifications considered by Monitoring Agency for preparation of report” shall be inserted after the column “Item Head” and before the column “Original Cost (as per the Offer Document)”.
(d) under point. No. 4, in the table (ii), a new column with the heading “Source of information / certifications considered by Monitoring Agency for preparation of report” shall be inserted after the column “Item Head” and before the column “Amount as proposed in the Offer Document”.
(e) after point No. 4, a new point No. 5 with the heading “Details of utilization of proceeds stated as General Corporate Purpose (GCP) amount in the offer document”, shall be inserted.
LXXXI. In Schedule XIII,
(a) in Part A,
(ii) in clause (7), in sub-clause (b), after point (i), the following proviso shall be inserted namely, —
“Provided that the cap of the price band shall be at least one hundred and five per cent of the floor price.”
(iii) in clause (10), sub-clause (j) shall be substituted with the following, namely, –
“j) There shall be a lock-in of 90 days on fifty per cent of the shares allotted to the anchor investors from the date of allotment, and a lock-in of 30 days on the remaining fifty per cent of the shares allotted to the anchor investors from the date of allotment.”
(iv) in clause (15), in sub-clause (b) ,
a) the words and symbol “and non-institutional investors”, appearing after the words “institutional buyers” and before the symbol and words “, other than”, shall be omitted;
b) after the words “individual investors” and before the words “and allotment”, the symbol and words “, non-institutional investors” shall be inserted.
(b) in Part D, in clause (a), the word, number and symbols “clause 15 (c)” shall be substituted with the word, number and symbol “clause 15 (b)”.
LXXXII. In Schedule XIV ,
(a) in the heading of Part A, after the word “allotment”, the words “for retail individual investors” shall be inserted;
(b) after Part A, the following Part A1 shall be inserted namely, —
“Part A1 – Illustration explaining the procedure of allotment for non-institutional investors
Example A.
(1) Total number of specified securities on offer @₹ 600 per share: 1 crore specified securities.
(2) Specified securities on offer for non-institutional investors’ category: 15 lakhs specified securities.
(3) Out of the total non-institutional investors’ category,
(a) Reserved for applications above two lakhs rupees and up to ten lakhs rupees -i.e., five lakhs of specified securities
(b) Balance for applications above ten lakhs rupees – ten lakhs specified securities
(4) The issue is over-all subscribed by 2.5 times, whereas the non-institutional investors’ category mentioned in 3 (a) above is oversubscribed 4 times and 3(b) is oversubscribed 50 times.
(5) The issuer has fixed the minimum lot size as 20 specified securities (falling within the range of ten thousand to fifteen thousand rupees) and in multiples thereof.
(6) Therefore, the minimum application size for non-institutional investors’ is 340 specified securities (i.e. the application value should be more than two lakh rupees and in multiples of one lot (i.e. 20 specified securities) thereof.
(7) A total of five hundred investors have applied in the issue under 3(a) category, in varying number of application size i.e. between 17 to 83 lots (340 to 1660 specified securities), based on the maximum application size of up to ten lakh rupees.
(8) Out of the five hundred investors, there are five non-institutional investors A, B, C, D and E who have applied as follows: A has applied for 340 specified securities. B has applied for 500 specified securities. C has applied for 1,000 specified securities. D has applied for 1,400 specified securities and E has applied for 1,660 specified securities.
(9) As the allotment to a non-institutional investor cannot be less than the minimum application size, subject to availability of shares, the remaining available shares, if any, shall be allotted on a proportionate basis.
The actual entitlement shall be as follows:
| Sr. No. |
Name of Investor |
Total Number of specified securities applied for | Total number of specified securities eligible to be allotted |
| 1 | A | 340 | 340 specified securities (i.e. the minimum applications size) |
| 2 | B | 500 | 340 specified securities (i.e. the minimum applications size) + 29 specified securities [{5,00,000 – (500 * 340)} /
{20,00,000 – (500 * 340)}] * 160 (i.e. 500-340) |
| 3 | C | 1,000 | 340 specified securities (i.e. the minimum lot of Rs 2 Lakhs) + 119 specified securities [{5,00,000 – (500 *
340)} / {20,00,000 – (500* 340)}] * 660 (i.e. 1,000- 340) |
| 4 | D | 1,400 | 340 specified securities (i.e. the minimum lot of Rs 2 Lakhs) + 191 specified securities [{5,00,000 – (500 *
340)} / {20,00,000 – (500 * 340)}] * 1,060 (i.e. 1,400- 340) |
| 5 | E | 1,660 | 340 specified securities (i.e. the minimum lot of Rs 2 Lakhs) + 238 specified securities[{5,00,000 – (500 *
340)} / {20,00,000 – (500 * 340)}] * 1,320 (i.e. 1,660- 340) |
NOTE: For category 3(b), calculation methodology shall be similar to above.
Example B.
(1) Total number of specified securities on offer @ ₹ 600 per share: 1 crore specified securities.
(2) Specified securities on offer for non-institutional investors’ category: fifteen lakh specified securities.
(3) Out of the total non-institutional investors’ category,
(a) Reserved for applications above two lakhs rupees and up to ten lakhs rupees -i.e., five lakhs of specified securities
(b) Balance for applications above ten lakhs rupees – ten lakhs specified securities
(4) The issue is overall subscribed by 7 times, whereas the non-institutional investors’ category, reserved for applications above two lakh rupees and up to ten lakh rupees -i.e., five lakhs of specified securities is oversubscribed 89.17 times.
(5) The issuer has fixed the minimum lot size as 20 specified securities (falling within the range of ten thousand to fifteen thousand rupees) and in multiples thereof.
(6) Therefore, the minimum application size for non-institutional investors’ is 340 specified securities (i.e. the application value should be more than two lakh rupees and in multiples of one lot (i.e. 20 specified securities) thereof.
(7) A total of fifty thousand investors have applied in the issue under 3(a) category, in varying number of application sizes i.e. between 17 – 83 lots (340 to 1660 specified securities), based on the maximum application size of up to ten lakh rupees.
(8) As per the allotment procedure, the allotment to non-institutional investors shall not be less than the minimum application size, subject to availability of shares.
(9) Since the total number of specified securities on offer to the non-institutional investors’ applications under 3(a) is 5,00,000 and the minimum application size is 340 specified securities, the maximum number of non-institutional investors’ who can be allotted this minimum application size should be 1,471. In other words, 1,471 applicants shall get the minimum application size and the remaining 48,529 applicants will not get any allotment.
The details of the allotment shall be as follows:
| No. of lots | No. of shares at each lot | No. of investors applying at each lot | Total no. of shares applied for at each lot |
No. of investors who shall receive lots according to minimum application size (to be selected by a lottery) |
| A | B | C | D= (B*C) | E |
| 17 | 340 | 2,500 | 8,50,000 | 74= (1,471/50,000) *2,500 |
| 18 | 360 | 1,000 | 3,60,000 | 29 |
| 19 | 380 | 1,000 | 3,80,000 | 29 |
| 20 | 400 | 1,000 | 4,00,000 | 29 |
| 21 | 420 | 1,000 | 4,20,000 | 29 |
| 22 | 440 | 1,000 | 4,40,000 | 29 |
| 23 | 460 | 1,000 | 4,60,000 | 29 |
| 24 | 480 | 500 | 2,40,000 | 15 |
| 25 | 500 | 500 | 2,50,000 | 15 |
| 26 | 520 | 500 | 2,60,000 | 15 |
| 27 | 540 | 500 | 2,70,000 | 15 |
| 28 | 560 | 1,000 | 5,60,000 | 29 |
| 29 | 580 | 1,000 | 5,80,000 | 29 |
| 30 | 600 | 500 | 3,00,000 | 15 |
| 31 | 620 | 1,000 | 6,20,000 | 29 |
| 32 | 640 | 1,000 | 6,40,000 | 29 |
| 33 | 660 | 1,000 | 6,60,000 | 29 |
| 34 | 680 | 1,000 | 6,80,000 | 29 |
| 35 | 700 | 1,000 | 7,00,000 | 29 |
| 36 | 720 | 500 | 3,60,000 | 15 |
| 37 | 740 | 1,000 | 7,40,000 | 29 |
| 38 | 760 | 1,000 | 7,60,000 | 29 |
| 39 | 780 | 1,000 | 7,80,000 | 29 |
| 40 | 800 | 1,000 | 8,00,000 | 29 |
| 41 | 820 | 1,000 | 8,20,000 | 29 |
| 42 | 840 | 1,000 | 8,40,000 | 29 |
| 43 | 860 | 500 | 4,30,000 | 15 |
| 44 | 880 | 1,000 | 8,80,000 | 29 |
| 45 | 900 | 1,000 | 9,00,000 | 29 |
| 46 | 920 | 1,000 | 9,20,000 | 29 |
| 47 | 940 | 1,000 | 9,40,000 | 29 |
| 48 | 960 | 1,000 | 9,60,000 | 29 |
| 49 | 980 | 1,000 | 9,80,000 | 29 |
| 50 | 1000 | 1,000 | 10,00,000 | 29 |
| 51 | 1020 | 1,000 | 10,20,000 | 29 |
| 52 | 1040 | 1,000 | 10,40,000 | 29 |
| 53 | 1060 | 1,000 | 10,60,000 | 29 |
| 54 | 1080 | 500 | 5,40,000 | 15 |
| 55 | 1100 | 500 | 5,50,000 | 15 |
| 56 | 1120 | 500 | 5,60,000 | 15 |
| 57 | 1140 | 500 | 5,70,000 | 15 |
| 58 | 1160 | 500 | 5,80,000 | 15 |
| 59 | 1180 | 500 | 5,90,000 | 15 |
| 60 | 1200 | 500 | 6,00,000 | 15 |
| 61 | 1220 | 500 | 6,10,000 | 15 |
| 62 | 1240 | 500 | 6,20,000 | 15 |
| 63 | 1260 | 500 | 6,30,000 | 15 |
| 64 | 1280 | 500 | 6,40,000 | 15 |
| 65 | 1300 | 500 | 6,50,000 | 15 |
| 66 | 1320 | 500 | 6,60,000 | 15 |
| 67 | 1340 | 500 | 6,70,000 | 15 |
| 68 | 1360 | 500 | 6,80,000 | 15 |
| 69 | 1380 | 500 | 6,90,000 | 15 |
| 70 | 1400 | 500 | 7,00,000 | 15 |
| 71 | 1420 | 500 | 7,10,000 | 15 |
| 72 | 1440 | 500 | 7,20,000 | 15 |
| 73 | 1460 | 500 | 7,30,000 | 15 |
| 74 | 1480 | 500 | 7,40,000 | 15 |
| 75 | 1500 | 500 | 7,50,000 | 15 |
| 76 | 1520 | 500 | 7,60,000 | 15 |
| 77 | 1540 | 500 | 7,70,000 | 15 |
| 78 | 1560 | 500 | 7,80,000 | 15 |
| 79 | 1580 | 500 | 7,90,000 | 15 |
| 80 | 1600 | 500 | 8,00,000 | 15 |
| 81 | 1620 | 500 | 8,10,000 | 15 |
| 82 | 1640 | 500 | 8,20,000 | 15 |
| 83 | 1660 | 500 | 8,30,000 | 15 |
| TOTAL | 50,000 | 4,48,50,000 | 1,471 |
NOTE: For applications under category 3(b), calculation methodology shall be similar to above.”
LXXXIII. In Schedule XVI,
(a) in clause (1), word and symbol “Schedule IV” shall be substituted with the word and symbol “Schedule III”.
(b) in clause (2), in sub-clause (a) the word and symbol “Schedule IV” shall be substituted with the word and symbol “Schedule III”.
AJAY TYAGI, Chairman
[ADVT.-III/4/Exty./579/2021-22]
Footnotes:
1. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 was published in the Gazette of India on September 11, 2018, vide notification No. SEBI/LAD-NRO/GN/2018/31.
2. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 was subsequently amended on –
(a) December 31, 2018 by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2018, vide notification No. SEBI/LAD-NRO/GN/2018/57.
(b) March 29, 2019 by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2019, vide notification No. SEBI/LAD-NRO/GN/2019/05.
(c) April 5, 2019 by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
(Second Amendment) Regulations, 2019, vide notification No. SEBI/LAD-NRO/GN/2019/08.
(d) July 29, 2019 by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
(Third Amendment) Regulations, 2019, vide notification No. SEBI/LAD-NRO/GN/2019/29.
(e) September 23, 2019 by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2019, vide notification No. SEBI/LAD-NRO/GN/2019/35.
(f) December 6, 2019 by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Fifth Amendment) Regulations, 2019, vide notification No. SEBI/LAD-NRO/GN/2019/42.
(g) December 26, 2019 by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Sixth Amendment) Regulations, 2019, vide notification No. SEBI/LAD-NRO/GN/2019/47.
(h) January 1, 2020 by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Seventh Amendment) Regulations, 2019, vide notification No. SEBI/LAD-NRO/GN/2020/01.
(i) April 17, 2020 by the Securities and Exchange Board of India (Regulatory Sandbox) (Amendment) Regulations, 2020 vide notification No. SEBI/LAD-NRO/GN/2020/10.
(j) May 8, 2020 by the Securities and Exchange Board of India (Payment of Fees) (Amendment) Regulations, 2020, vide notification No. SEBI/LAD-NRO/GN/2020/11
(k) June 16, 2020 by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2020, vide notification No. SEBI/LAD-NRO/GN/2020/17.
(l) June 22, 2020 by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2020, vide notification No. SEBI/LAD-NRO/GN/2020/18.
(m) July 1, 2020 by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2020, vide notification No. SEBI/LAD-NRO/GN/2020/21.
(n) September 28, 2020 by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2020, vide notification No. SEBI/LAD-NRO/GN/2020/31.
(o) January 8, 2021 by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2021, vide notification No. SEBI/LAD-NRO/GN/2021/03.
(p) May 5, 2021 by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2021, vide notification No. SEBI/LAD-NRO/GN/2021/18.
(q) August 3, 2021 by the Securities and Exchange Board of India (Regulatory Sandbox) (Amendment) Regulations, 2021, vide notification No. SEBI/LAD-NRO/GN/2021/30.
(r) August 13, 2021 by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2021, vide notification No. SEBI/LAD-NRO/GN/2021/45.
(s) October 26, 2021 by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2021, vide notification No. SEBI/LAD-NRO/GN/2021/52.
