Posts Tagged ‘Merchant Bankers’


Application Supported by Blocked Amount (ASBA) Facility

CIR/CFD/DIL/ 4 /2013 dated January 23, 2013

To

To All Stock Exchanges

To All Registered Merchant Bankers

To All Registered Registrars to an Issue

To All Registered Bankers to an Issue

To All Registered Stock Brokers

1. SEBI, vide Circular No. CIR/CFD/DIL/8/2010 dated October 12, 2010, enabled the syndicate /sub-syndicate members to procure ASBA forms (hereinafter referred as “Syndicate ASBA”) from the investors, upload the relevant details in the bidding platform and forward the forms to the SCSBs for signature verification, blocking of funds, etc., and thereafter, for forwarding the forms to the registrar to the issue.

2. Pursuant to the above, SEBI, vide Circular No. CIR/CFD/DIL/1/2011 date April 29, 2011, enabled the ASBA facility through syndicate / sub syndicate members from 12 bidding centers and advised all the SCSBs which are providing ASBA facility in any of these 12 centers, to name atleast one branch where syndicate / sub-syndicate members can submit the ASBA forms.

3. Further, SEBI, vide Circular No. CIR/CFD/14/2012 dated October 04, 2012 introduced an additional mechanism for investors to submit application forms in public issues using the stock broker (“broker”) network of Stock Exchanges, who may not be syndicate members in an issue. The said Circular envisages enabling the facility to submit the application forms in more than 1000 locations which are part of the nationwide broker network of the Stock Exchanges, by March 1, 2013.

4. In partial modification of the Circular No. CIR/CFD/DIL/1/2011 date April 29, 2011 and in order to facilitate syndicate / sub-syndicate members/ non-syndicate members to accept ASBA forms from investors in the locations:

a. All the SCSBs having a branch in the location of broker centers of stock exchanges, notified in terms of clause 6 of Circular dated October 4, 2012, are required to name at least one branch before March 1, 2012, where syndicate / sub-syndicate members/ non-syndicate members can submit the ASBA forms.

b. The Stock Exchanges shall ensure that the details of the locations of their broker centers, be disclosed on their websites and are regularly updated in terms of Circular dated October 4, 2012.

5. Merchant Bankers shall ensure that appropriate disclosures are made in the offer document in this regard.

6. All intermediaries are directed to comply with the instructions contained in this circular.

7. This circular shall be applicable for Red Herring Prospectus/ Prospectus / Letter of Offer filed with Registrar of Companies/ Stock Exchanges, as the case may be, on or after March 1, 2013.

8. This circular is issued in exercise of the powers conferred under Section 11 read with Section 11A of the Securities and Exchange Board of India Act, 1992.

9. This circular is available on SEBI website at www.sebi.gov.in under the categories “Legal Framework” and “Circulars”.

Click here to download the complete text of the above Circular in PDF Format.

Source: Securities and Exchange Board of India.

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Circular, CIR/CFD/DIL/3/2013, dated January 17, 2013

To

All Stock Exchanges

All Registered Merchant Bankers

1. SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (“SEBI (ESOS & ESPS) Guidelines”) were issued to enable listed entities to reward their employees through stock option schemes and stock purchase schemes and to ensure that such schemes introduced by the companies are within the regulated framework.

2. It has come to the notice of SEBI that some listed entities have been framing their own employees benefit schemes wherein Trusts have been set up to deal in their own securities in the secondary market, which was not envisaged within the purview of SEBI (ESOS and ESPS) Guidelines 1999.

3. It is apprehended that some entities may frame such schemes with the purpose of dealing in its own securities with the object of inflating, depressing, maintaining or causing fluctuation in the price of the securities by engaging in fraudulent and unfair trade practices. Such dealing in the company’s shares by the Trusts may also raise regulatory concerns regarding compliance with SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to the Securities Market) Regulations, 2003 and SEBI (Prohibition of Insider Trading) Regulations, 1992.

4. In order to address the concerns over acquisition of shares by employee welfare Trusts from the secondary market, it has been decided to prohibit the listed entities from framing any employee benefit schemes involving acquisition of own securities from the secondary market.

5. In order to implement the above decision, certain listing conditions are hereby specified by way of inserting Clause 35C in the Equity Listing Agreement as given in Annexure I.

6. In respect of those companies, which have already framed and implemented before the date of this circular any employee benefit schemes involving dealing in the securities of the company, which are not in accordance with SEBI (ESOS and ESPS) Guidelines, it has been decided that:-

(i) such companies will be required to inform the details of their schemes to the Stock Exchanges within 30 days from date of this circular, in the format provided in Annexure II to this circular and to disseminate the said information on their website.

(ii) such companies shall align any existing employee benefit schemes with SEBI (ESOS and ESPS) Guidelines on or before June 30, 2013.

7. In view of the above, it has also been decided to amend the SEBI (ESOS and ESPS) Guidelines 1999 as provided in Annexure III. The amendments made vide this circular shall come into force with immediate effect.

8. All stock exchanges are advised to ensure compliance with this circular, and carry out the necessary amendments in their Listing Agreement accordingly.

9. This circular is being issued in exercise of the powers under Section 11 read with Section 11A of the Securities and Exchange Board of India Act, 1992.

10. This circular is available on SEBI website at www.sebi.gov.in under the categories “Legal Framework” and “Issues and Listing”.

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Click here to download the complete text of the above Circular in PDF Format.

Source: Securities and Exchange Board of India.


Application Supported by Blocked Amount (ASBA) Facility in Public/ Rights Issue

CIRCULAR, CIR/CFD/DIL/1/2013, dated January 2, 2013

To

All Registered Bankers to an Issue

All Registered Merchant Bankers

1. This has reference to SEBI Circular No. CIR/CFD/DIL/12/2012 dated September 13, 2012, on the captioned subject. It has been reported that some Banks/Merchant Bankers are misinterpreting the aforesaid circular and the applications by banks have been made / accepted using an account held with the applicant bank itself.

2. In terms of Para 4 of the aforementioned circular dated September 13, 2012, it is clarified that for making applications by banks on own account using ASBA facility, SCSBs should have a separate account in own name with any other SEBI registered SCSB/s. Such account shall be used solely for the purpose of making application in public issues and clear demarcated funds should be available in such account for ASBA applications.

3. All other provisions of the aforesaid circulars remain unchanged.

4. This circular shall be applicable with immediate effect.

5. This circular is issued in exercise of the powers conferred under Section 11 read with Section 11A of the Securities and Exchange Board of India Act, 1992.

6. This circular is available on SEBI website at www.sebi.gov.in under the categories “Legal Framework” and “Issues and Listing”.

Click here to download the complete text of the above Circular in PDF Format.

Source: Securities and Exchange Board of India.


General Order – SEBI (Framework For Rejection Of Draft Offer Documents) Order, 2012 

CIRCULAR, CIR/CFD/DIL/15/2012, dated October 15, 2012

To

All Registered Merchant Bankers

1. SEBI has, vide General Order dated October 9, 2012, notified framework for rejection of draft offer documents filed with the Board. The said general order is available on SEBI Website at following link:

http://www.sebi.gov.in/cms/sebi_data/attachdocs/1349953955224.pdf

2. All Merchant Bankers are advised to take note of the same and take due care before filing the draft offer document with the Board.

3. This circular is issued in exercise of the powers conferred under Section 11 read with Section 11A of the Securities and Exchange Board of India Act, 1992.

4. This circular is available on SEBI website at www.sebi.gov.in under the category “Legal Framework”.

Click here to download the complete text of the above Circular in PDF Format.

Source: Securities and Exchange Board of India.


CIRCULAR, CIR/CFD/14/2012, dated October 04, 2012

To

All Stock Exchanges

All Registered Merchant Bankers

All Registered Registrars to an Issue

All Registered Bankers to an Issue

1. The Hon’ble Finance Minister announced the following in his speech while presenting Union Budget 2012-13:

“Simplifying the process of issuing Initial Public Offers (IPOs), lowering their costs and helping companies reach more retail investors in small towns. To achieve this, in addition to the existing IPO process, I propose to make it mandatory for companies to issue IPOs of Rs.10 crore and above in electronic form through nationwide broker network of stock exchanges

2. Pursuant to the above, in consultation with various market participants, SEBI has decided to introduce an additional mechanism for investors to submit application forms in public issues using the stock broker (“broker”) network of Stock Exchanges, who may not be syndicate members in an issue.

3. This mechanism can be used to submit ASBA as well as non-ASBA applications by investors.

4. Stock Exchanges shall provide for download of application forms on their websites/broker terminals, so that any investor or stock broker can download/print the forms directly.

5. Stock Exchanges shall ensure that the information relating to price band is pre-filled in such downloadable application forms.

6. The facility to submit the application forms will be available in more than 1000 locations which are part of the nationwide broker network of the Stock Exchanges and where there is a presence of the brokers’ terminals (hereinafter referred to as “broker centre”). Based on the feedback received from market participants in this regard, it has been decided to increase the number of broker centres, in a phased manner as under:

a. First phase

Around four hundred (400) broker centres to be covered by January 01, 2013

 b. Second phase

Remaining centres to be covered by March 01, 2013

7. Accordingly, details of locations including name of the broker, contact details such as name of the contact person, postal address, telephone number, e-mail address of the broker, etc. where the application forms shall be collected will be disclosed by the Stock Exchanges on their websites at least 15 days before the dates specified above. Stock Exchanges should ensure that the details so disclosed on their websites are regularly updated.

8. The details of this mechanism and the indicative timelines for various activities under this mechanism are specified at Annexures A and B respectively.

9. Merchant Bankers shall ensure that appropriate disclosures in this regard are made in the offer document.

10. All intermediaries are advised to take necessary steps to ensure compliance with this circular.

11. This circular shall be applicable for all offer documents filed with Registrar of Companies on or after January 01, 2013.

12. This circular is issued in exercise of powers conferred under Section 11 of the Securities and Exchange Board of India Act, 1992.

13. This circular is available on SEBI website at www.sebi.gov.in under the categories “Legal Framework” and “Issues and Listing”.

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Click here to download the complete text of the above Circular in PDF Format- Public issues in electronic form and use of nationwide broker network of Stock Exchanges for submitting application forms.

Source: Securities and Exchange Board of India.