An issue of IDR shall be subject to the following conditions:
(a) issue size shall not be less than fifty crore rupees;
(b) procedure to be followed by each class of applicant for applying shall be mentioned in the prospectus;
(c) minimum application amount shall be twenty thousand rupees;
(d) at least fifty per cent. of the IDR issued shall be allotted to qualified institutional buyers on proportionate basis as per illustration given in Part C of Schedule XI;
(e) the balance fifty per cent. may be allocated among the categories of non-institutional investors and retail individual investors including employees at the discretion of the issuer and the manner of allocation shall be disclosed in the prospectus. Allotment to investors within a category shall be on proportionate basis:
at least thirty per cent. of the IDRs being offered in the public issue shall be available for allocation to retail individual investors and in case of under subscription in retail 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).
atleast thirty per cent. of the said fifty per cent. IDR issued shall be allocated to retail individual investors and in case of under-subscription in retail individual investor category, spill over to the extent of under-subscription shall be permitted to other categories.
(f) At any given time, there shall be only one denomination of IDR of the issuing company.
the issuing company shall ensure that the underlying equity shares against which IDRs are issued have been or will be listed in its home country before listing of IDRs in stock exchange(s).
the issuing company shall ensure that the underlying shares of IDRs shall rank pari-passu with the existing shares of the same class.
SEBI (Issue of Capital and Disclosure Require-ments) (Third Amendment) Regulations, 2010 dated 13.04.2010
SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2009, w.e.f. 11.12.2009
SEBI (Issue of Capital and Disclosure Requirements) (Seventh Amendment) Regulations, 2012, w.e.f. 1.12.2015
LODR – SCHEDULE IX
AMENDMENTS TO OTHER REGULATIONS
[See regulation 100]
1. Amendment to Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009.
i. For regulation 7 the following shall be substituted, namely:-
“Security Deposit.
7. (1) The issuer shall deposit, before the opening of subscription list, and keep deposited with the stock exchange(s), an amount calculated at the rate of one per cent. of the amount of securities offered for subscription to the public.
(2) The amount specified in sub-regulation (1) shall be deposited in the manner specified by Board and/or stock exchange(s).
(3)The amount specified in sub-regulation (1) shall be refundable or forfeitable in the manner specified by the Board.”
ii. In regulation 98, after clause (f), the following clauses shall be inserted, namely,-
“(g) the issuing company shall ensure that the underlying equity shares against which IDRs are issued have been or will be listed in its home country before listing of IDRs in stock exchange(s).
(h) the issuing company shall ensure that the underlying shares of IDRs shall rank pari-passu with the existing shares of the same class.”
iii. In regulation 101, for sub-regulation (1) the following shall be substituted, namely:-
“(1) The issuing company shall appoint one or more merchant bankers, at least one of whom shall be a lead merchant banker and shall also appoint other intermediaries, in consultation with the lead merchant banker and shall enter into an agreement with the merchant banker on the lines of format of agreement as specified in Schedule II.”
iv. After regulation 101 and before regulation 102, the following regulation shall be inserted, namely:-
“Agreements with other intermediaries and others.
101A. (1) The issuing company shall appoint a registrar and transfer agent which has connectivity with all the depositories.
(2) The issuing company shall enter into an agreement with overseas custodian bank and domestic depository.
(3) The issuing company shall enter into an agreement with overseas custodian bank and domestic depository.”
v. For regulation 102 the following shall be substituted, namely:-
“Display of bid data and issue of allotment letter.
102. (1) The stock exchange(s) offering online bidding system for the book building process shall display on their website, the data pertaining to book built IDR issue, in the format specified in Part B(2) of Schedule XI, from the date of opening of the bids till at least three days after closure of bids.
(2) (2) The issuing company shall ensure that letter of allotment for the IDRs are issued simultaneously to all allottees and that in the event of it being impossible to issue letters of regret at the same time, a notice to that effect be issued in the media so that it appears on the morning after the letters of allotment have been dispatched.”
vi. for regulation 106J the following shall be substituted, namely,-
Period of subscription and issue of allotment letter.
106J. (1) A rights issue shall be open for subscription in India for a period as applicable under the laws of its home country but in no case less than ten days.
(2) The issuing company shall ensure that it sends the allotment letter of rights to IDR Holders at the time they are sent to shareholders of the issuing company as per the requirement of its home country or other jurisdictions where its securities are listed
vii. in regulation 106M, the words, number and symbol “regulation 7,” shall be omitted.
viii. Chapter XI shall be renumbered as Chapter XII
ix. Regulations 107, 108, 109, 110 and 111 shall be renumbered as 111, 112, 113, 114 and 115 respectively and any reference thereto in any regulation framed or any circular or guideline issued by the Board shall be read accordingly.
x. After Chapter X and before Chapter XII, the following Chapter shall be inserted, namely:-
“CHAPTER XI LISTING OF SECURITIES ON STOCK EXCHANGES
In-principle approval of recognized stock exchange(s).
107. (1) The issuer or the issuing company, as the case may be, shall obtain in-principle approval from recognised stock exchange as follows:
a. in case of an initial public offer or an issue of Indian Depository Receipts (hereinafter referred to as ‘IDRs’) , from all the recognised stock exchange(s) on which the issuer or the issuing company, proposes to get its specified securities or IDRs, as the case may be, listed; and
b. in case of other issues, before issuance of further securities, as follows:
i. where the securities are listed only on recognised stock exchange(s) having nationwide trading terminals, from all such stock exchange(s);
ii. where the securities are not listed on any recognised stock exchange having nationwide trading terminals, from all the stock exchange(s) on which the securities of the issuer are proposed to be listed;
iii. where the specified are listed on recognised stock exchange(s) having nationwide trading terminals as well as on the recognised stock exchange(s) not having nationwide trading terminals, from all recognised stock exchange(s) having nationwide trading terminals.
Application for Listing.
108. (1) The issuer or the issuing company, as the case may be, shall complete the pre-listing formalities within the time lines specified by the Board from time to time.
(2) The issuer or the issuing company, as the case may be, shall, make an application for listing, within twenty days from the date of allotment, to one or more recognized stock exchange(s) along with the documents specified by stock exchange(s) from time to time.
(3) In case of delay in making application for listing beyond twenty days from the date of allotment, the issuer or the issuing company, as the case may be, shall pay penal interest to allottees for each day of delay at the rate of atleast ten per cent. per annum from the expiry of thirty days from date of allotment till the listing of such securities to the allottees.
(4) In the event of non-receipt of listing permission from the stock exchange(s) by the issuer or the issuing company, as the case may be, or withdrawal of Observation Letter issued by the Board, wherever applicable, the securities shall not be eligible for listing and the issuer or the issuing company, as the case may be, shall be liable to refund the subscription monies, if any, to the respective allottees immediately alongwith interest at the rate of ten per cent. per annum from the date of allotment.
Listing Agreement.
109. (1) Every issuer or the issuing company desirous of listing its securities on a recognised stock exchange shall execute a listing agreement with such stock exchange.
(2) Every issuer or the issuing company which has previously entered into agreement(s) with a recognised stock exchange to list its securities shall execute a fresh listing agreement with such stock exchange within six months of the date of notification of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Obligation of stock exchange(s).
110. The stock exchange(s) shall grant in-principle approval/list the securities or reject the application for in-principle approval /listing by the issuer or issuing company, as the case maybe, within thirty days from the later of the following dates:
a. the date of receipt of application for in-principle approval/listing from issuer or the issuing company, as the case may be,;
b. the date of receipt of satisfactory reply from the issuer or the issuing company, as the case may be, in cases where the stock exchange(s) has sought any clarification from them.”
xi. In Schedule VIII, in part E in clause 5, in item XVI, after sub-item B and before sub-item C, the following sub-item shall be inserted, namely:-
“(BA) Dealing with Fractional Entitlement:Manner of dealing with fractional entitlement viz. payment of the equivalent of the value, if any, of the fractional rights in cash etc.”
xii. In Schedule XIX, in part A, in item 13, after sub-item(e), the following sub-item shall be inserted, namely:-
“(f) Different classes of shares based on different criteria, if any.”
xiii. In Schedule XIX, in part A, in item 14, before sub-item (a), the following general instructions shall be inserted, namely:-
General Instructions:
1. The format of disclosure of financial results may be as per the disclosure requirements of the issuing company in the home country where the Issuing Company is listed.
2. The issuing company shall intimate to the investors in the offer document the type of disclosures that it will follow i.e. whether as per Indian GAAP, IFRS or US GAAP and any change in such format shall be informed to the IDR Holders by way of notices to the stock exchange.
xiv. In Schedule XIX, in Part B, in item 2, after sub-item (d), the following sub-item shall be inserted, namely:-
“(e) Different classes of shares based on different criteria, if any.”
xv. In Schedule XX in the reference title the number “110” shall be substituted, with the number “114”.
2. Amendment to Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008.
i. After regulation 12 and before regulation 13, the following regulation shall be inserted, namely:-
“Allotment of securities and payment of interest.
12A. (1) The Issuer shall ensure that that in case of listing of debt securities issued to public, allotment of securities offered to public shall be made within thirty days of the closure of the public issue.
(2) Where the debt securities are not allotted and/or application moneys are not refunded within the stipulated period in sub-regulation (1), the issuer shall undertake to pay interest at the rate of fifteen per cent. per annum.
(3) Credit to demat accounts of the allottees shall be made within two working days from the date of allotment.”
ii. After regulation 19 and before regulation 20, the following regulations shall be inserted, namely:-
“Listing Agreement.
19A. (1) Every issuer desirous of listing its debt securities on a recognised stock exchange shall execute an agreement with such stock exchange.
(2) Every issuer which has previously entered into agreements with a recognised stock exchange to list its debt securities shall execute a fresh listing agreement with such stock exchange within six months of the date of notification of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Security Deposit.
19B. (1) The issuer shall deposit, before the opening of subscription list, and keep deposited with the stock exchange(s) an amount calculated at the rate of one per cent. of the amount of securities offered for subscription to the public.
(2) The amount stipulated in sub-regulation (1) shall be deposited in the manner specified by Board and/or stock exchange(s).
(3) The amount stipulated in sub-regulation (1) shall be refundable or forfeitable in the manner specified by the Board.”
iii. For regulation 23, the following shall be substituted, namely:-
“Continuous Listing Conditions.
23. All the issuers making public issues of debt securities or seeking listing of debt securities issued on private placement basis shall comply with the conditions of listing specified in the respective listing agreement for debt securities.”
3. Amendment to Securities and Exchange Board of India(Issue and Listing of Non-Convertible Redeemable Preference Shares) Regulations, 2013.
i. After regulation 16 and before regulation 17, the following regulations shall be inserted, namely:-
“Listing Agreement.
16A. (1) Every issuer desirous of listing its non- convertible redeemable preference shares, or perpetual non-cumulative preference shares or innovative perpetual debt instruments on a recognised stock exchange, shall execute an agreement with such stock exchange.
(2) Every issuer which has previously entered into agreements with a recognised stock exchange to list non-convertible redeemable preference shares, or perpetual non-cumulative preference shares or innovative perpetual debt instruments shall execute a fresh listing agreement with such stock exchange within six months of the date of notification of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Security Deposit.
16B. (1) The issuer shall deposit, before the opening of subscription list, and keep deposited with the stock exchange(s) an amount calculated at the rate of one per cent. of the amount of securities offered for subscription to the public.
(2) The amount stipulated in sub-regulation (1) shall be deposited in the manner specified by Board and/or stock exchange(s).
(3) The amount stipulated in sub-regulation (1) shall be refundable or forfeitable in the manner specified by the Board.”
ii. In regulation 20, sub-regulations (2) and (3) shall be omitted.
iii. In Schedule I, in para. III, in sub-para (ii), under the heading “Delay in Dispatch of Allotment Letters or Refund Orders” after the word and sign “closure.” and before the words “The issuer further agrees”, the following shall be inserted, namely:-
“Issuer agrees that credit to demat accounts of the allottees shall be made within two working days from the date of allotment.”
4. Amendment to Securities and Exchange Board of India (Public Offer and Listing of Securitised Debt Instruments) Regulations, 2008.
i. In regulation 31, after sub-regulation (8), the following sub-regulation shall be inserted, namely:-
“(9) Credit to demat accounts of the allottees shall be made by the issuer within two working days from the date of allotment.”
ii. After regulation 35 and before regulation 36, the following regulation shall be inserted, namely:-
“Listing Agreement.
35A. (1) Every special purpose distinct entity desirous of listing securitised debt instruments on a recognised stock exchange, shall execute an agreement with such stock exchange.
(2) Every special purpose distinct entity which has previously entered into agreements with a recognised stock exchange to list securitised debt instruments shall execute a fresh listing agreement with such stock exchange within six months of the date of notification of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Security Deposit.
35B. (1) The issuer shall deposit, before the opening of subscription list, and keep deposited with the stock exchange(s) an amount calculated at the rate of one per cent. of the amount of securities offered for subscription to the public.
(2) The amount stipulated in sub-regulation (1) shall be deposited in the manner specified by Board and/or stock exchange(s)(s).
(3) The amount stipulated in sub-regulation (1) shall be refundable or forfeitable in the manner specified by the Board.”
iii. In regulation 36, sub-regulation (3) shall be substituted with the following, namely:-
“(3)Incase of a private placement of securitised debt instruments, the special purpose distinct entity shall file listing particulars with the recognised stock exchange, along with the application made under sub-regulation (1) of regulation 35, containing such information as may be necessary for any investor in the secondary market to make an informed investment decision in respect of its securitised debt instruments and the special purpose distinct entity shall promptly disseminate such information, as prescribed, in such manner as the recognised stock exchange(s) may determine from time to time”.
iv. For regulation 37, the following shall be substituted, namely:-
“Continuous listing conditions.
37. The special purpose distinct entity or trustee thereof shall submit such information, including financial information relating to the schemes, to the stock exchanges and investors and comply with such other continuing obligations as may be stipulated in the listing agreement.”
5. Amendment to Securities and Exchange Board of India (Mutual Funds) Regulations, 1996.
After regulation 31, the following regulation shall be inserted, namely:-
“In-principle approval from recognised stock exchange(s).
31A. The listed entity, which intends to list units of its scheme on the recognised stock exchange(s), shall obtain ‘in-principle’ approval from recognised stock exchange(s) in the manner as specified by the recognised stock exchange(s) from time to time.
Listing Agreement.
31B. (1) Every mutual fund desirous of listing units of its schemes on a recognised stock exchange shall execute an agreement with such stock exchange.
(2) Every mutual fund which has previously entered into agreements with a recognised stock exchange to list units of its schemes shall execute a fresh listing agreement with such stock exchange within six months of the date of notification of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.”