THE GAZETTE OF INDIA
EXTRAORDINARY
PART – III – SECTION 4
PUBLISHED BY AUTHORITY
NEW DELHI,   OCTOBER 12, 2012
SECURITIES AND EXCHANGE BOARD OF INDIA
NOTIFICATION
Mumbai, the 12th October, 2012
SECURITIES AND EXCHANGE BOARD OF INDIA
(ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS)
(FOURTH AMENDMENT) REGULATIONS, 2012

No. LAD-NRO/GN/2012-13/18/5391─ In exercise of the powers conferred by 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, 2009, namely:-

1. These regulations may be called the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2012.

2.They shall come into force on the date of their publication in the Official Gazette.

3. In the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 ─

(i)  in regulation 2, in sub-regulation (1), after clause (n), the following new clause shall be inserted, namely –

“(na) “General Corporate Purposes” include such identified purposes for which no specific amount is allocated or any amount so specified towards General Corporate Purpose or any such purpose by whatever name called, in the draft offer document filed with the Board:

Provided that any issue related expenses shall not be considered as a part of General Corporate Purpose merely because no specific amount has been allocated for such expenses in the draft offer document filed with the Board.”

(ii) in regulation 4, after sub-regulation (3), the following new sub-regulation shall be inserted, namely-

“(4) The amount for general corporate purposes, as mentioned in objects of the issue in the draft offer document filed with the Board, shall not exceed twenty five per cent of the amount raised by the issuer by issuance of specified securities.”

(iii) in regulation 5, –

(Ain sub-regulation (3), for the full stop, the symbol “:” shall be substituted;

(B)after sub-regulation (3), the following proviso shall be inserted, namely,-

“Provided that where any of the merchant bankers is an associate of the issuer, it shall declare itself as a marketing lead manager and its role shall be limited to marketing of the issue.”

(iv)    in regulation 10, in sub-regulation (1), in clause (b) the words “five thousand crore rupees” shall be substituted with the words “three thousand crore rupees”;

(v)   in regulation 11, after sub-regulation (4), the following new sub-regulation shall be inserted, namely-

“(5) An issue shall be opened after at least three working days from the date of registering the red herring prospectus with the Registrar of Companies.”

(vi) in regulation 13, in sub-regulation (2), in the proviso, the words “fifty per cent.” shall be substituted with the words “seventy five per cent.”.

(vii) in regulation 26, in sub-regulation (1), for clause (b), the following shall be substituted, namely-

“(b) it has a minimum average pre-tax operating profit of rupees fifteen crore, calculated on a restated and consolidated basis, during the three most profitable years out of the immediately preceding five years.”

(viii) in regulation 26, sub-regulation (2) shall be substituted with the following, namely, –

“(2) An issuer not satisfying the condition stipulated in sub-regulation (1) may make an initial public offer if the issue is made through the book-building process and the issuer undertakes to allot, at least seventy five percent of the net offer to public, to qualified institutional buyers and to refund full subscription money if it fails to make the said minimum allotment to qualified institutional buyers.”

(ix) in regulation 30, –

(A) in sub-regulation (2),

(i) the words “If the floor price or price band is not mentioned in the red herring prospectus,” shall be omitted;

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