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SEBI Guidelines for IPOs
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1. IPOs of small companies
Public issue of less than five crores has to be through OTCEI and separate guidelines
apply for floating and
listing of these issues.
(Public Offer By Small Unlisted Companies)
2. Size of the Public Issue
Issue of shares to general public cannot be less than 25% of the total issue, incase of
information technology,
media and telecommunication sectors this stipulation is reduced subject to the conditions
that:
Offer to the public is not less than 10% of the securities issued.
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A minimum number of 20 lakh securities is offered to the public and
Size of the net offer to the public is not less than Rs. 30 crores.
3. Promoter Contribution
Promoters should bring in their contribution including premium fully before the issue
Minimum Promoters contribution is 20-25% of the public issue.
Minimum Lock in period for promoters contribution is five years
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Minimum lock in period for firm allotments is three years.
4. Collection centers for receiving applications
There should be at least 30 mandatory collection centers, which should include
invariably the places where stock exchanges have been established.
For issues not exceeding Rs.10 crores (including premium, if any), the collection
centres shall be situated at:-
o the four metropolitan centres viz. Bombay, Delhi, Calcutta, Madras; and
o at all such centres where stock exchanges are located in the region in which the
registered office of
the company is situated.
5. Regarding allotment of shares
Net Offer to the General Public has to be at least 25% of the Total Issue Size for
listing on a Stock exchange.
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It is mandatory for a company to get its shares listed at the regional stock exchange
where the registered office of the issuer is located.
In an Issue of more than Rs. 25 crores the issuer is allowed to place the whole issue
by book-building
Minimum of 50% of the Net offer to the Public has to be reserved for Investors
applying for less than 1000 shares.
There should be atleast 5 investors for every 1 lakh of equity offered (not applicable
to infrastructure companies).
Quoting of Permanent Account Number or GIR No. in application for allotment of
securities is compulsory where monetary value of Investment is Rs.50,000/- or
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above.
Indian development financial institutions and Mutual Fund can be allotted securities
upto 75% of the Issue Amount.
A Venture Capital Fund shall not be entitled to get its securities listed on any stock
exchange till the expiry of 3 years from the date of issuance of securities.
Allotment to categories of FIIs and NRIs/OCBs is upto a maximum of 24%, which can
be further extended to 30% by an application to the RBI - supported by a resolution
passed in the General Meeting.
6. Timeframes for the Issue and Post- Issue formalities
The minimum period for which a public issue has to be kept open is 3 working days
and the maximum for which it can be kept open is 10 working days. The minimum
period for a rights issue is 15 working days and the maximum is 60 working days.
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A public issue is effected if the issue is able to procure 90% of the Total issue size
within 60 days from the date of earliest closure of the Public Issue. In case of over-
subscription the company may have the right to retain the excess application money
and allot shares more than the proposed issue, which is referred to as the green-
shoe option.
A rights issue has to procure 90% subscription in 60 days of the opening of the
issue.
Allotment has to be made within 30 days of the closure of the Public Issue and 42
days in case of a Rights issue.
All the listing formalities for a public Issue has to be completed within 70 days from
the date of closure of the subscription list.
7. Despatch of Refund Orders
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Refund orders have to be dispatched within 30 days of the closure of the Public
Issue.
Refunds of excess application money i.e. for un-allotted shares have to be made
within 30 days of the closure of the Public Issue.
8. Other regulations pertaining to IPO
Underwriting is not mandatory but 90% subscription is mandatory for each issue of
capital to public unless it is disinvestment in which case it is not applicable.
If the issue is undersubscribed then the collected amount should be returned back
(not valid for disinvestment issues).
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If the issue size is more than Rs. 500 crores voluntary disclosures should be made
regarding the deployment of the funds and an adequate monitoring mechanism to be
put in place to ensure compliance.
There should not be any outstanding warrants or financial instruments of any other
nature, at the time of initial public offer.
In the event of the initial public offer being at a premium, and if the rights under
warrants or other instruments have been exercised within the twelve months prior
to such offer, the resultant shares will not be taken into account for reckoning the
minimum promoter's contribution and further, the same will also be subject to lock-
in.
Code of advertisement specified by SEBI should be adhered to.
Draft prospectus submitted to SEBI should also be submitted simultaneously to all
stock exchanges where it is proposed to be listed.
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9. Restrictions on other allotments
Firm allotments to mutual funds, FIIs and employees not subject to any lock-in
period.
Within twelve months of the public/rights issue no bonus issue should be made.
Maximum percentage of shares, which can be distributed to employees cannot be
more than 5% and maximum shares to be allotted to each employee cannot be more
than 200.
10. Relaxations to public issues by infrastructure companies.
These relaxations would be applicable to Infrastructure Companies as defined under
Section 10(23G)
of the Income Tax Act, 1961, provided their projects are appraised by any Developmental
Financial
Institution (DFI) or IDFC or IL&FS. The projects must also have a participation of at least
5% of the
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project cost (in debt and/or equity) by the appraising institution.
The infrastructure companies will be exempted from the requirement of making a
minimum public offer of 25 per cent of its securities.
The requirement of 5 shareholders per Rs. 1 lakh of offer is also waived in case of
offerings by infrastructure companies.
For public issues by infrastructure companies, minimum subscription of 90% would
no longer be mandatory provided disclosure is made about the alternate source of
funding which the company has considered, in the event of under subscription in the
public issue.
Infrastructure companies are permitted to freely price the offerings in the domestic
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has failed to repay debts to its creditor(s) in three consecutive quarters on demand made in writing for
such repayment. The two basic factors which may
result in sickness of an industrial unit are:-
Internal factors are those which arise within an organisation. They include:-
Mismanagement in various functional areas of a company like finance, production, marketing and
personnel;
Wrong location of a unit;
Overestimation of demand and wrong dividend policy;
Poor
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Poor inventory management in respect of finished goods as well as inputs;
Unwarranted
unproductive fixed assets,etc.;
Failure
environment;
Poor
External factors are those which take place outside an organisation. They include:-
Energy
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Failure to achieve optimum capacity due to shortage of raw materials as a result of production set-backs
in the supply industries,
poor agricultural output because of natural reasons,changes in the import conditions,etc.
Infrastructural problems like transport bottlenecks;
Credit squeeze;
Situations like market recession, changes in technology,etc;
International
Industrial sickness may be caused by a combination of all such factors. It has several adverse
consequences on the economy as a whole. Some of which
may be enumerated as follows:-
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It leads to loss of substantial revenue to the Government and enhances its public expenditure
It locks up necessary resources and funds in the sick unit. This also increases the non-performing assets
(NPAs) of banks and financial
institutions;
It leads to loss of production and productivity in the economy;
It
It vitiates the industrial atmosphere and leads to worker-management disputes,strikes,lock-outs,etc;
It
climate of the economy.
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In the light of the above consequences of sickness and its growing incidence by size, region and industry
followed by its far-reaching adverse socio-
economic
has been the enactment of the Sick Industrial Companies (Special Provisions) Act,1985 (SICA).
Sick Industrial Companies (Special Provisions) Act, 1985
The most important piece of legislation dealing with industrial sickness was the Sick Industrial
Companies (Special Provisions) Act,1985 (SICA). It
applies to industrial undertakings both in the public and private sectors. SICA pertains to the industries
specified in the First Schedule to the Industries
(Development and Regulation) Act, 1951, (IDR Act) subject to the exceptions specified in the Act. SICA,
including any rules or schemes made
thereunder, had overriding provisions over other laws except the provisions of the Foreign Exchange
Regulation Act,1973 and the Urban Land (Ceiling
and Regulation) Act, 1976.
The
as to make the investments in such units profitable. At the same time, to ensure the closure of unviable
units so as to release the investments locked up in
such units for productive use elsewhere.
Thus, the broad objectives of SICA were:-
Timely detection of sick and potentially sick companies.
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Speedy
such companies.
The expeditious enforcement of the measures so determined and for all matters connected therewith or
incidental thereto.
The important provisions of SICA were:-
It provided for the constitution of two quasi-judicial bodies, that is, Board for Industrial and Financial
Reconstruction (BIFR) and
Appellate
was entrusted with the work of taking appropriate measures for revival and rehabilitation of potentially
sick undertakings and for liquidation of
non-viable companies. While, AAIFR was constituted for hearing the appeals against the orders of the
BIFR.
BIFR
conditions:-
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If
with respect to their company. Such reference was to be made within sixty days from the date of
finalisation of the duly audited
accounts of the company for the financial year at the end of which the company had become sick. For
filing the reference, the
Board
On receiving such information (reference) with respect to a sick company or upon its own knowledge as
to the financial condition
of a company. Such a reference to the board may be made by:- (i) The Central Government; (ii) The
Reserve Bank of India; (iii)
State Governments; (iv) Public financial institutions; (v) State level institutions; or (vi) Scheduled banks.
However,
industrial undertakings (belonging to such a company) were situated in that State; (ii) a public financial
institution or a State level institution
or a scheduled bank, unless it had, by reason of any financial assistance or obligation rendered by it or
undertaken by it, interest in such a
company.
The Board
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If the Board deems it fit to make an inquiry or to cause an inquiry to be made into any industrial
company, it may appoint one or more persons
as special director(s) of the company for safeguarding the financial and other interests of the company.
The appointment of a special director
shall be valid and effective notwithstanding anything to the contrary contained in the Companies Act,
1956 or in any other law for the time
being
Any special director so appointed shall :- (i) hold office during the pleasure of the Board and may be
removed or substituted by any person by
order in writing by the Board; (ii) not incur any obligation or liability by reason only of his being a
director or for anything done or omitted to
be done in good faith in the discharge of his duties as a director or anything in relation thereto; (iii) not
be liable to retirement by rotation and
shall
for anything, done or omitted to be done in good faith in the discharge of his duties in relation to the
sick industrial company.
If after making an inquiry, the Board is satisfied that the company has become sick, it shall, after
considering all the relevant facts and
circumstances
If
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specified in the order, give such time to the company as it may deem fit to make its net worth exceed
the accumulated losses.
If the Board decides that it is not practicable for the sick company to make its net worth exceed the
accumulated losses within a
reasonable
company, it may, as soon as may be, by order in writing, direct any operating agency specified in the
order to prepare a scheme
providing for such measures in relation to that company. The measures may include:-
o
o
o
o
The financial reconstruction of the sick industrial company;
The
The amalgamation of the sick industrial company with any other company (transferee company), or any
other company
with the sick industrial company (transferee company);
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The
o
o
Such other preventive, ameliorative and remedial measures as may be appropriate;
Such
the purposes of the measures specified above
If the Board is of the opinion that the sick industrial company is not likely to make its net worth exceed
the accumulated losses
within a reasonable time while meeting all its financial obligations and that the company as a result
thereof is not likely to become
viable in future and that it is just and equitable that the company should be wound up, it may record
and forward its opinion to
the
company in accordance with the provisions of the Companies Act, 1956.
Where in respect of an industrial company, an inquiry is pending, or any scheme referred is under
preparation or consideration or a sanctioned
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scheme is under implementation, then no proceedings for the winding-up of the industrial company or
for execution, distress or the like
against any of the properties of the industrial company shall be made. Also, no suit for the recovery of
money or for the enforcement of any
security
proceeded with further, except with the consent of the Board or, as the case may be, the Appellate
Authority.
Also with respect to the above conditions, the Board may by order declare with respect to the sick
industrial company concerned that the
operation
to which such sick industrial company is a party or which may be applicable to such sick industrial
company immediately before the date of
such order, shall remain suspended or that all or any of the rights, privileges, obligations and liabilities
accruing or arising there under before
the
However, such declaration shall not be made for a period exceeding two years, which may be extended
by one year at a time so that the total
period shall not exceed seven years in the aggregate
Under
with
mentioned
officer
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CREDIT RATING AGENCIES
ICRA Limited
in 1991 by leading financial/investment institutions, commercial banks and financial services companies
as
Today,
a
Exchange.
Alliance with Moodys Investors Service
The international Credit Rating Agency Moodys Investors Service1 is ICRAs largest shareholder.
The participation of Moodys is supported by a Technical Services Agreement, which entails Moodys
providing certain high-value technical services to ICRA. Specifically, the agreement is aimed at
benefiting ICRAs in-house research capabilities, and providing it with access to Moodys global research
base.
analysts on various subjects to help them better understand and manage concepts and issues relating to
the development of the capital markets in India. Besides this formal training programme, the agreement
provides for Moodys advising ICRA on Rating-products strategy, and the Ratings business in general.
The ICRA Factor
Facilitating Efficiency in Business...
ICRA information products, Ratings, and solutions reflect independent, professional and impartial
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opinions, which assist businesses enhance the quality of their decisions and help issuers access a
broader
investor base and even lesser known companies approach the money and capital markets.
The Research Factor...
We
capabilities. We have dedicated teams for Monetary, Fiscal, Industry and Sector research, and a panel
of
standards of quality and credibility.
Committed to the Development of the Financial Market...
The focus of ICRA in the coming years will continue to be on developing innovative concepts and
products in a dynamic market environment, generating and promoting wider investor awareness and
interest, enhancing efficiency and transparency in the financial market, and providing a healthier
environment for market participants and regulators
CRISIL
Credit Rating and Information Services of India Ltd. (CRISIL) a global analytical company providing
ratings, research, and risk and policy advisory services.
CRISIL's majority shareholder is Standard and Poor's. Standard & Poor's, a part of The McGraw-Hill
Companies, is the world's foremost provider of credit ratings.
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CRISIL is the largest credit rating agency in India. CRISIL pioneered ratings in India more than 20 years
ago, and is today the undisputed business leader, with the
largest number of rated entities and rating products: CRISIL's rating experience covers more than 41,738
entities, including 20,000 small and medium enterprises
(SMEs).
CRISIL's Global Analytical Centre (GAC) supports the Global Resource Management initiative of Standard
& Poor's (S&P). Under this initiative, GAC provides
resources to S&P to improve workflow efficiencies, handle end-to-end analytical jobs, process
information, and execute complex modelling assignments.
CRISIL Research is India's largest independent research house. Through constant innovation, and
comprehensive research offerings, covering the economy,
industry and companies, CRISIL Research meets the requirements of more than 750 Indian and global
clients. Apart from off-the-shelf research reports, CRISIL
also provides incisive, customised research that allows clients to take informed business and investment
decisions.
CRISIL offers products and services covering both equity and debt markets thereby furthering CRISIL's
objective to make markets function better.
1. CRISIL Equities 2. Mutual Fund Research 3. Indices - IISL India Index Services and Products Ltd (IISL), a
joint venture between NSE and CRISIL Ltd., was set
up in May 1998 to provide a variety of indices and index related services and products for the Indian
capital markets. It has a consulting and licensing agreement
with Standard and Poor's (S&P), the world's leading provider of investible equity indices, for co-branding
equity indices.
CRISIL
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clients) with independent information, opinions and solutions related to credit ratings and risk
assessment; energy, infrastructure and corporate advisory; research
on India's economy, industries and companies; global equity research; fund services; and risk
management.
CRISIL Infrastructure Advisory* provides practical and innovative solutions to governments, donor
funded agencies and leading organizations in over 20 emerging
economies across the world to help improve infrastructure service delivery transform performance of
public institutions and sector efficiency design and strengthen
reform programs to catalyze private sector participation
CRISIL is the largest credit rating agency in India. CRISIL pioneered ratings in India more than 20 years
ago, and is today the undisputed business leader, with the largest
number of rated entities and rating products: CRISIL's rating experience covers more than 45,676
entities, including 23,500 small and medium enterprises (SMEs). As on
September 30, 2011, we had more than 15,643 ratings (including over 8000 SMEs) outstanding.
CRISIL Global Research & Analytics (GR&A) is the largest and top-ranked provider of high end research
and analytics services to the world's leading commercial and
investment banks, insurance companies, corporations, consulting firms, private equity players and asset
management firms. CRISIL GR&A operates from research centers in
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The CRISIL GR&A team has deep expertise in the areas of equity research, fixed income research
(covering global economies, 150 global sectors and over 3000 global
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enhance revenues, accelerate time to market, take pricing decisions and improve operational
efficiencies.
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Being part of the CRISIL platform enables CRISIL GR&A to attract and retain top quality talent. CRISIL
GR&A has over 2,000 employees, 75% of whom hold advanced degrees
in finance, accounting and management. It has the largest teams of equity research analysts and
derivative analysts outside of investment banks and the largest team of
fixed income/credit analysts outside of banks/rating agencies.
CRISIL GR&A has served more than 500 firms over the last decade. Our clients include:
12 of the top 15 global investment banks
2 of the top 10 global consulting groups
3 of the top 10 global Asset Management Companies
3 of the top 15 global insurance companies
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Several fortune 500 companies
CRISIL Research is India's largest independent research house. Through constant innovation, and
comprehensive research offerings covering economy, industry, companies
CRISIL Research meets the requirements of more than 750 Indian and global clients. Apart from off the
shelf research reports, CRISIL also provides incisive, customised
research that allows clients to take informed business and investment decisions.
Comprehensive research coverage on over 65 industries and 150 corporates makes CRISIL a preferred
service provider to -
90% of India's commercial banks
4 of the world's largest consulting firms
All the leading brokers, investment banks and private equity players
CRISIL is an eminent player in the capital markets space with detailed perspective covering both debt
and equity markets. CRISIL's capital market offerings can be
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categorised under equity research, initial public offer grading, mutual fund services, and fixed income
services. Additionally, CRISIL provides customised research solutions
as well.
CRISIL Equities
Offerings under CRISIL Equities are classified as - independent equity research (globally a unique
concept) and initial public offer (IPO) grading. CRISIL equities also provide
equity outsourcing and customised research for information memoranda and offer documents that are
prepared by companies as part of their fund-raising initiatives.
Mutual Fund Services
CRISIL FundServices (CFS) is India's leading provider of rankings, desktop and valuation tools, indices and
market benchmarks and customised investment research. Its Mutual
Fund Rankings have been the industry standard for mutual fund evaluation in India for more than a
decade.
CFS has executed various policy level prestigious assignments -
Assisted Employee Provident Fund Organisation (EPFO) in selection of fund managers to manage the
EPFO's funds and provide better returns to its members.
Assisted Provident Fund Regulatory and Development Authority (PFRDA) in framing regulations under
the PFRDA act.
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RISIL Infrastructure Advisory* provides practical and innovative solutions to governments, donor funded
agencies and leading organizations in over 20 emerging economies
across the world to:
Transform efficiency of public institutions and sector
Design and strengthen reform programmes to catalyse private sector participation
Improve infrastructure service delivery
Some of the key assignments executed :
CRISIL Infrastructure Advisory strategized the takeout finance scheme - a method of making long term
debt financing available to large infrastructure projects
for India Infrastructure Company Ltd (IIFCL).
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CRISIL Infrastructure Advisory's Energy Practice has designed and implemented first of its kind novel
Electricity Distribution Franchisee Contract in
Maharashtra.
* Effective April 01, 2007, CRISIL transferred its advisory and risk consulting business into a wholly
owned subsidiary, CRISIL Risk and Infrastructure Solutions Ltd (CRIS).
CRISIL Risk Solutions* (CRS) provides comprehensive risk management services to banks, financial
institutions, and corporates across all areas of risk including: credit,
market and operational. In addition to providing innovative software products, it also extends
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Ranked as the No. 1 Risk Solution provider in the last Indian Banks' Association (IBA) Finsight media
survey, CRISIL Risk Solutions has delivered risk solutions to about 50
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flagship product RAM is the largest deployed Internal risk rating solution
in India.
* Effective April 1, 2007, CRISIL transferred its advisory and risk consulting business into a wholly owned
subsidiary, CRISIL Risk and Infrastructure Solutions Ltd (CRIS).
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