valid as on 29/10/2020

Regulation 11 - Opening of an issue
Effective from 26-08-2009

(1) Subject to the compliance with sub-section (4) of section 60 of the Companies Act, 1956, a public issue or rights issue may be opened:

(a) within twelve months from the date of issuance of the observations by the Board under regulation 6; or

(b) within three months of expiry of the period stipulated in sub-regulation (2) of regulation 6, if the Board has not issued observations:
Provided that in case of a fast track issue, the issue shall open within the period stipulated in sub-section (4) of section 60 of the Companies Act, 1956.

(2) In case of shelf prospectus, the first issue may be opened within three months of issuance of observations by the Board.

(3) The issuer shall, before registering the red herring prospectus (in case of a book built issue) or prospectus (in case of a fixed price issue) with the Registrar of Companies or filing the letter of offer with the designated stock exchange, as the case may be, file with the Board through the lead merchant bankers, an updated offer document highlighting all changes made in the offer document.

(4) Notwithstanding anything contained in this regulation, if there are changes in the offer document in relation to the matters specified in , the updated offer document or new draft offer document, as the case may be, shall be filed with the Board along with fees specified in .

To view the schedule,Click Here
To view the schedule,Click Here
Inserted vide SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2012, w.e.f. 12.10.2012. To view the notification,Click Here

SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2012, w.e.f. 12.10.2012


ICDR – SCHEDULE IV – FEES TO BE PAID ALONG WITH OFFER DOCUMENT

[See regulations 6(1), 10(2) and 11(4) and 91E(3)

(1) There shall be charged in respect of every draft offer document, every offer document (in case of a fast track issue) and in case of updation of any draft offer document, fees at the rate as specified in Part A and Part B of this Schedule.

(2) The fees shall be paid by way of direct credit in the bank account through NEFT/RTGS/IMPS or any other mode allowed by RBI or by means of a demand draft drawn in favour of ‘the Securities and Exchange Board of India‘ payable at the place where the draft offer document or offer document or updated draft offer document, as the case may be, is filed with the Board.

PART A

FEES TO BE PAID ALONG WITH DRAFT OFFER DOCUMENT OR IN CASE OF A FAST TRACK ISSUE, ALONG WITH OFFER DOCUMENT

(1) There shall be charged in respect of every draft offer document or in case of a fast track issue, every offer document filed by a lead merchant banker with the Board in terms of these regulations, a fee at the following rate:

(a) In case of a public issue:

Size of the issue, including intended retention of over subscriptionAmount / Rate of fees
Less than or equal to ten crore rupees.A flat charge of one lakh rupees ( 1,00,000/-).
More than ten crore rupees, but less
than or equal to five thousand crore
rupees.
0.1 per cent of the issue size.
More than five thousand crore rupees.Five crore rupees
( 5,00,00,000/-) plus 0.025 percent of the portion of the issue size in excess of five
thousand crore rupees
( 5000,00,00,000/-)

(a) In case of a public issue:

Size of the issue, including intended retention of
oversubscription
Amount / Rate of fees
Less than or equal to ten crore rupees. A flat charge of twenty five thousand rupees
(Rs.25,000/-).
More than ten crore rupees, but less than or equal to
five thousand crore rupees.
0.025 per cent. of the issue size.
More than five thousand crore rupees, but less than
or equal to twenty five thousand crore rupees.
One crore twenty five lakh rupees
(Rs.1,25,00,000/-) plus 0.00625 per cent of the
portion of the issue size in excess of five
thousand crore rupees (Rs.5000,00,00,000/-)
.
More than twenty five thousand crore rupees. A flat charge of three crore rupees
(Rs.3,00,00,000/-).

(b) In case of a rights issue:

Size of the issue, including intended retention of over subscriptionAmount / Rate of fees
Less than or equal to ten crore rupees.A flat charge of fifty thousand rupees
(50,000/-).
More than ten crore rupees0.05 per cent. of the issue size.

(b) In case of a rights issue:

Size of the issue, including intended retention of
oversubscription
Amount / Rate of fees
Less than or equal to ten crore rupees. A flat charge of twenty five thousand rupees
(Rs.25,000/-).
More than ten crore rupees and less than or equal to
five hundred crore rupees.
Twenty five thousand rupees (Rs. 25,000/-) plus
0.005 per cent. of the issue size in excess of ten crore
rupees.
More than five hundred crore rupees. A flat charge of five lakh rupees (Rs.5,00,000/-).

(c) In case of listing without public issue:

Paid up capital of the
entity
Amount / Rate of fees
Less than or equal to ten
crore rupees.
A flat charge of one lakh rupees ( 1,00,000/-).
More than ten crore rupees, but less than or equal to five thousand crore rupees.0.1 per cent of the paid up capital
More than five thousand
crore rupees.
Five crore rupees (5,00,00,000/-) plus
0.025 percent of the portion of the paid up
capital in excess of five thousand crore
rupees (5000,00,00,000/-).

(2) Where the issue size is not determined at the time of submission of the draft offer document or the offer document (in case of a fast track issue), the issuer shall pay fees mentioned at para (1), based on the estimated issue size.

(3) If the issue size estimated by the issuer differs from eventual issue size and thereby:–

(a) the fees paid by the issuer is found to be deficient, the balance fee shall be paid by the issuer within seven days of registering the prospectus with the Registrar of Companies or filing the letter of offer with the recognised stock exchanges, as the case may be; and

(b) if any excess fee is found to have been paid, it shall be refunded by the Board to the
issuer.

PART B
FEES TO BE PAID ALONG WITH UPDATED OFFER DOCUMENT

Where updations or changes are made in any of the sections specified in  Para 3 of Schedule VII of these regulations, there shall be charged a fee of ten thousand rupees (Rs.10,000/-) for updations or changes per section, subject to total fee not exceeding one fourth (1/4th) of the filing fees paid at the time of filing the draft document with the Board or rupees fifty thousand, whichever is higher.

Substituted vide SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2012, w.e.f. 30.01.2012. To view the notification,Click Here
Inserted vide SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2015, w.e.f. 14.08.2015. To view the notification,Click Here
Substituted vide SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2010, w.e.f. 13.04.2010. To view the notification,Click Here

ICDR – Schedule VII

[See regulation 11(4)]

NATURE OF UPDATION/CHANGES IN THE OFFER DOCUMENT AND CONSEQUENT
STEPS THEREIN REQUIRING FILING OF UPDATED OFFER DOCUMENT

(1) Changes which require fresh filing of the draft offer document with the Board, along
with fees: If changes are made in the offer document with respect to the following, the issuer shall file fresh draft offer document with the Board in terms of regulation 6, along with the fees as specified in Part A of Schedule IV:

(a) Change in promoter or persons in control of the issuer.
(b) Change in more than half of the board of directors of the issuer.
(c) Change in main object clause of the issuer.
(d) Any addition to objects of the issue resulting in  a change in estimated issue size or estimated means of finance by more than  ten per cent .

(e) Any increase or decrease in estimated issue size by more than ten per cent.
(f) Any increase in estimated deployment in any of the objects of the issue by more than  ten per cent.
(g) Changes which may result in non-compliance with the provisions of the Securities and
Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,
2009 and the lead merchant banker intends to seek relaxation under regulation 109 of
the said regulations.

(2) Changes which require filing of the updated offer document with the Board, along with
fees:

(a) If changes are made in the offer document with respect to the following, the issuer shall file an updated offer document with the Board, along with payment of fees as specified in Schedule IV of these regulations:

(i) Section 1: Risk Factors: Any material development which may result in
potential risk and may require updation in this section.

(ii) Section 2: Capital Structure: An aggregate increase of 5% or more in the
shareholding of the promoter or promoter group or an aggregate increase of 5%
or more in the shareholding of the top ten shareholders.

(iii) Section 3: Issue Size: Any addition or deletion to the objects of the issue
resulting in a change in the estimated issue size or estimated means of finance
 by not more than 10% .

(iv) Section 4: Management: Appointment of any new director.

(v) Section 5: Promoter Group: Any addition to the promoter group or group
companies.

(vi) Section 6: Financial Statements: Any variation in net profit after tax or net loss
after tax and/ or extraordinary items in excess of 10% over the last updated
financials submitted to SEBI.

(vii) Section 7: Legal and other information: Any new litigation or any
development about a pending litigation which is material in view of the merchant
bankers.

(b) After filing the updated offer document with the Board, the issuer shall proceed with the issue after receiving a conformation to this effect from the Board.

(3) Changes which require filing of updated offer document with the Board, without fees:
All other changes/ updations in the offer document which are not covered under paras (1) and (2) above shall be carried out in the offer document and updated offer document shall be filed with the Board without fees.

Omitted vide SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2012, w.e.f. 12.10.2012. To view the notification,Click Here
Substituted vide SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2012, w.e.f. 12.10.2012. To view the notification,Click Here
Substituted vide SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2012, w.e.f. 12.10.2012. To view the notification,Click Here
Inserted vide SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2012, w.e.f. 12.10.2012. To view the notification,Click Here
Substituted vide SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2012, w.e.f. 12.10.2012. To view the notification,Click Here
Omitted vide SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2012, w.e.f. 12.10.2012. To view the notification,Click Here
Substituted vide SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2012, w.e.f. 12.10.2012. To view the notification,Click Here
Substituted vide SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2012, w.e.f. 12.10.2012. To view the notification,Click Here

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