(1) No issuer shall make,

(a) a public issue; or

(b) a rights issue, where the aggregate value of the specified securities offered is fifty lakh rupees or more, unless a draft offer document, along with fees as specified in , has been filed with the Board through the lead merchant banker, at least thirty days prior to registering the prospectus, red herring prospectus or shelf prospectus with the Registrar of Companies or filing the letter of offer with the designated stock exchange, as the case may be.

(2) The Board may specify changes or issue observations, if any, on the draft offer document within thirty days from the later of the following dates:

(a) the date of receipt of the draft offer document under sub-regulation (1); or

(b) the date of receipt of satisfactory reply from the lead merchant bankers, where the Board has sought any clarification or additional information from them; or

(c) the date of receipt of clarification or information from any regulator or agency, where the Board has sought any clarification or information from such regulator or agency; or

(d) the date of receipt of a copy of in-principle approval letter issued by the recognised stock exchanges.

(3) If the Board specifies changes or issues observations on the draft offer document, the issuer and lead merchant banker shall carry out such changes in the draft offer document and comply with the observations issued by the Board before registering the prospectus, red-herring prospectus or shelf prospectus, as the case may be, with the Registrar of Companies or filing the letter of offer with the designated stock exchange.

(4) The issuer shall, simultaneously while registering the prospectus, red herring prospectus or shelf prospectus with the Registrar of Companies or filing the letter of offer with the designated stock exchange or before the opening of the issue, file a copy thereof with the Board through the lead merchant banker.

(5) The lead merchant banker shall, while filing the offer document with the Board in terms of sub regulation (1) and sub-regulation (4), file a copy of such document with the recognised stock exchanges where the specified securities are proposed to be listed.

(6) The offer document filed with the Board under this regulation shall also be furnished to the Board in a soft copy in the manner specified in .

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:

(a) In case of a public issue:

(b) In case of a rights issue:

(b) In case of a rights issue:

(c) In case of listing without public issue:

(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.

ICDR – Schedule V – MANNER OF SUBMISSION OF SOFT COPY OF DRAFT OFFER DOCUMENT AND OFFER DOCUMENT TO THE BOARD

[See regulations 6(6)  and 101(4)]

(1) The soft copies of draft and final offer document shall be submitted in PDF format in a compact disk placed in a sealed envelope.

(2) One compact disk shall contain the draft or final offer document of only one issue and in single file.

(3) While submitting the compact disk, the lead merchant banker shall, inter alia, certify to the Board that the information contained in the compact disk contains all text and data in a systematic order, matches exactly with the contents of the hard copy of the offer document and satisfies the requirements of this Schedule.

(4) The compact disk containing the offer document shall have a sticker duly pasted giving the following information:

(a) The name of the merchant banker;
(b) Name of the issuer;
(c) Type of the issue ;
(d) Signature of the person who has signed the due diligence certificate.

(5) The sticker on the compact disk containing final offer document shall mention all the
information as stated in clause (4) and the following additional information:

(a) Date of registering red herring prospectus or the prospectus with the Registrar of
Companies or filing the letter of offer with the designated stock exchanges
(b) Issue opening date.

(6) If the requirements of this Schedule are not fulfilled, the offer document would be liable to be rejected.

(7) The lead merchant bankers shall, within one day of the hosting of offer document on the website (if the next day is a holiday, on the first working day), confirm to the Board in writing that the contents of the offer document appearing on the website are in order.

(8) The following information shall also be submitted with soft copies of the offer documents: