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In-principle Approval

S.N. IPO/FPO SME IPO RIGHTS ISSUE BONUS ISSUE


with application for in-principle for in-principle approval Pre Issue Formalities/ in-principle for in-principle approval
approval approval
1 Draft offer document x 5 copies Draft offer document x 10 copies Draft Letter of Offer x 10 copies (with
a soft copy on CD)
Soft copy of Draft Prospectus for
uploading on website
2 BOD resolution - authorising issue of BOD resolution for issue of securities BOD resolution for issue of securities BOD resolution - approving bonus
securities under proposed rights issue/ fast track issue
rights issue - Certified true copy
3 Shareholders’ resolution - authorising Shareholders’ resolution - approving Shareholders’ resolution, if any; for Notice sent to shareholders for bonus
issue of securities IPO -issue of securities and issue - Certified copy
-increase in authorised share capital (if
Shareholders’ resolution - approving
required) - Certified true copy
bonus issue - Certified copy
Shareholders’ resolution - for increase
in authorized capital if existing
authorized share capital is insufficient

4 MOA and AOA MOA and AOA Amended copy of MOA & AOA.
If not amended- confirmation from
Co. regarding the same - Certified true
copy
Clause in AOA granting powers to BOD
to capitalize profits
5 Processing Fees One Time Listing Processing Fees Processing fees Processing fee
6 PAN, TAN, Bank Account Number, PAN and TAN number of Co. PAN, TAN, Bank Account Number, Name & Designation of Contact
Passport Number of Promoters. Passport Number of Promoters. Person of Co.
- Telephone Nos. (landline & mobile)
- Email add
7 Printed Balance Sheets, P&L Accounts Printed Balance Sheets, P&L Accounts Copy of latest audited annual report
and Cash Flow Statements for and Cash Flow Statements for
preceding 5 years preceding 5 years
8 Copy of letter vide which draft Offer Covering letter making application for
Document filed with SEBI In-principle approval for the proposed
Rights issue
9 The company has appointed <name > Statement of total bonus entitlement
as compliance officer in term of as per existing capital, bonus shares to
Regulation 23(8) of SEBI (ICDR) be allotted and shares kept in
Regulations, 2018 and his contact abeyance, if any to be given by the CS
details
10 Name of exchange proposed to be Name of exchange proposed to be
designated by the Co. as Lead designated by the Co. as Lead
exchange exchange
11 Copy of Form 32/DIR 12 filed with ROC Details of Directors including their
for appointment of directors and CS PAN number
12 Confirmation from Issuer Co. and Confirmation from Issuer Co. and
BLRMs/ Lead Manager(s) confirming: BLRMs/ Lead Manager(s) confirming:
-Company complies with all eligibility -Company complies with all eligibility
criteria of the Exchange; criteria of the Exchange;
-No restrictive clauses in AOA; -No restrictive clauses in AOA;
-Provisions of MOA & AOA are not -Provisions of MOA & AOA are not
inconsistent with clauses of Listing inconsistent with clauses of Listing
agreement or other applicable law. agreement or other applicable law.
13 Certificate from statutory auditor/ PCA Certificate from statutory auditor/
certifying compliance of conditions of PCA certifying compliance of
Corporate Governance as per SEBI conditions of Corporate Governance
(LODR) Regulations, 2015 as per SEBI (LODR) Regulations, 2015
14 Confirmation from BRLM(s) / Lead Certificate from all Lead Manager/
Manager(s) that applicant Company is Merchant Banker confirming The
eligible to make an issue under SEBI issuer is eligible to make a rights issue
(ICDR) Regulations, 2018 and is in of securities under SEBI (ICDR)
compliance with Regulation 5 and 7 of Regulations, 2018
said regulations.
15 Undertaking form BRLM(s) / Lead Undertaking from Compliance Officer:
Manager(s) confirming that the draft “Neither the issuer nor any of its
offer document contains: promoters or directors is a wilful
a. All material disclosures which are defaulter as defined SEBI (ICDR)
true and adequate to enable the Regulations, 2018”;
applicants to take an informed OR
investment decision. “<Name of the issuer /promoter(s)/
b. All the disclosures that are specified director(s) of the issuer is a wilful
under the Companies Act, 2013; and defaulter as defined under SEBI (ICDR)
c. All the disclosures that are specified Regulations, 2018 and disclosures in
under Part A of Schedule VI of the SEBI this regard has been made at <place
(ICDR) Regulations, 2018. of disclosure>.as per format.”
16 Undertaking from MD/ CS/ Undertaking from MD/ CS/ Confirmation by MD/ CS
Compliance Officer stating: Compliance Officer stating:
“We hereby confirm that the company “We hereby confirm that the company
or its promoters or WTD are not in or its promoters or WTD are not in
violation of provisions of SEBI Delisting violation of provisions of SEBI Delisting
Regulations, 2021.” Regulations, 2021.”
17 Undertaking from MD/ CS/ Undertaking from MD/ CS/
Compliance Officer stating: Compliance Officer of the Co. stating:
“We hereby confirm that the “We hereby confirm that the
company, its promoters, its directors company, its promoters, its directors
are not in violation of restrictions are not in violation of restrictions
imposed by SEBI under SEBI circular imposed by SEBI under SEBI circular
dated August 01, 2017.” dated August 01, 2017.”

S.N. PREFERENTIAL ISSUE QIPs ESPS/ESOS/SARS/GEBS/RBS GDRS/ADRS/FCCBS


Pre-Issue Formalities Pre Issue/ Prior Approval Pre issue- Formalities/ Prior Approval Pre issue- Formalities
1 Draft placement document. As per Certified copy of Stock Option/Stock Draft offering circular for issue of
SEBI (ICDR) Regulations, 2018, with Purchase Scheme/ Stock Appreciation GDRs/ADRs/FCCBs
disclaimer in bold capital letters that Rights Scheme/ General Employee
“the placement is meant only for QIBs Benefits Scheme/ Retirement Benefit
on a private placement basis and is Schemes, certified by the CS
not an offer to the public or to any
other class of investors.”
2 BOD resolution for proposed Copy of 2 days prior intimation given BOD resolution approving issue of
preferential issue - Certified copy to the Exchange about proposed Board GDRs/ADRs/FCCBs - Certified true copy
meeting in which fund raising by way
of QIP issue is specifically mentioned
BOD resolution approving placement
of securities with QIBs under SEBI
(ICDR) Regulations, 2018 - Certified
true copy
3 Printed copy of AGM/EGM notice Copy of notice sent to shareholders AGM/EGM notice for approving/ Copy of notice sent to shareholders
amending Scheme/ for approving
grants under Regulation 6 of the SEBI
(SBEB) Regulations, 2014, certified by
the CS - Certified true copy
Shareholders’ resolution - Certified Shareholders’ resolution - approving/ Shareholders’ resolution approving
true copy amending the Scheme - Certified true issue of GDRs/ADRs/FCCBs - Certified
copy true copy
4 Brief particulars of proposed Abridged shareholding pattern of the Certified copy of statement to be filed
preferential issue Co. at the time of application for in- with Stock Exchange as required under
principle approval SEBI (SBEB) Regulations, 2014

5 Non-refundable processing fees Processing fee Processing fees Processing fee


6 If prior holding of allottee is under
pledge with banks/ financial
institution(s), Co. shall provide an
undertaking/ confirmations from the
banks/ financial institutions, company
and allottee(s).
7 Due diligence certificate from Merchant Certificate of Merchant Banker on
Banker stating that the proposed issue compliance with SEBI (SBEB)
of (Name of the Company)_, is being Regulations, 2014.
made in compliance with Chapter VI of
SEBI (ICDR) Regulations, 2018
8 Pricing certificate by Statutory Auditor/ Certificate of Auditors on compliance
PCA/ PCS. with SEBI (SBEB) Regulations, 2014

If securities of the Co. are infrequently


traded - pricing certificate as
prescribed under the SEBI (ICDR)
Regulation, 2018
9 Confirmation by MD/ CS Confirmation by MD/ CS Confirmation from Company Confirmation by MD/ CS
10 Certificate from Statutory Auditors/ Undertaking from MD/ CS/ Undertakings as required by, SEBI
PCA/ PCS Compliance Officer stating: ESOS/ESPS Regulations
“We hereby confirm that the company
or its promoters or WTD are not in
violation of provisions of SEBI Delisting
Regulations, 2021.”
11 Undertaking from MD/ CS/
Compliance Officer stating:
“We hereby confirm that the
company, its promoters, its directors
are not in violation of restrictions
imposed by SEBI under SEBI circular
dated August 01, 2017.”
12 Reconciliation statement
13 Irrevocable trust deed - Certified true
copy
14 Disclosure document (only for ESOS &
SARS) - Certified true copy

Basis of Allotment
S.N. IPO SME – IPO RIGHTS ISSUE
1 One soft Copy of final prospectus filed with ROC 1 Copy of final prospectus filed with ROC alongwith Basis of allotment sheet for each category.
along with its acknowledgement copy. ROC filing acknowledgement copy.
2 Proceeding details / minutes of basis of allotment, Authenticated proceeding details / minutes of basis Minutes of Basis of allotment duly signed by all the
verified and signed by RTA, BRLM & Issuer with of allotment, verified and signed by RTA, BRLM & Lead Manager, Registrar and the Company.
reasons for exception to rejection cases Issuer with reasons for exception to rejection cases
3 Category wise, summary of list of “technical Category wise, summary of list of “technical All rejections application along with Summary
rejection” cases Specifying – Application No., rejection” cases Specifying – Application No., statement (1 set photocopy to be submitted).
Category, Name & Add., Pan, DP ID, CL ID, Quantity, Category, Name & Add., Pan, DP ID CL ID, Quantity,
price Amount and reason for rejection price Amount and reason for rejection with photo-
copies of Application forms
4 Confirmation from registrar regarding withdrawal of All Bank final certificates (ASBA & NON ASBA) -
applications received, considered in the basis, Certified copies
indicating date and time (not more than 12 hours
from time of submission of basis.
5 Verification of all the final certificates issued by the Verification of all the final certificates issued by the Bid data of Exchanges other than designated SE
controlling branch and the same have been found in controlling branch.
order.
6 PAN number, Demat account details etc. (in soft Round summary in case of over subscription - in
copy CD) hard & soft format.
7 Copy of post issue initial monitoring report filed
with SEBI (3 day monitoring report).
8 The Basis of allotment has been prepared in Confirmation from RTA and Merchant Bankers that- Undertaking from Lead Manager, Company &
compliance with SEBI (ICDR) Regulations, 2018 and i. Only QIBs as per the SEBI ICDR, regulation 2018 Registrar.
for its issue the company has complied with said are proposed to be allotted equity shares under QIB
regulation and all other statutory requirement. category.
ii. No QIB has Bid and proposed to be allotted equity
shares under non-QIB or retail category.
iii. The basis of allotment has been prepared in
compliance with SEBI (ICDR) Regulations 2018
9 Copy of statutory advertisement released in respect Pre Allotment shareholding and Post proposed
of public issue / offer for sale, opening and closing of Allotment Shareholding pattern as per Regulation 31
issue, price revision, if any etc. upto the stage of of the SEBI (LODR) Regulations, 2015.
basis of allotment.
10 Auditors certificate for the following: Auditors certificate for the following: Calculation of ex right price by Statutory Auditor/
a) Receipt of the promoters contribution, if a) Receipt of the promoters contribution, if PCS/ PCA, if not available in offer document.
applicable. applicable.
b) If minimum promoter’s has been brought in by b) If minimum promoter’s has been brought in by
AIFs or foreign venture capital investors or AIFs or foreign venture capital investors or
scheduled commercial banks or PFIs or insurance scheduled commercial banks or PFIs or insurance
companies registered with IRDAI, bifurcation of companies registered with IRDAI, bifurcation of
the same shall be provided with date of receipt of the same shall be provided with date of receipt of
the same from each of the party with percentage the same from each of the party with percentage
to the post issue capital with a confirmation that to the post issue capital with a confirmation that
the same is in compliance with the requirement the same is in compliance with the requirement
of SEBI (ICDR) Regulations, 2018. of SEBI (ICDR) Regulations, 2018.
11 Declaration from MD/CS that there is no injunction / Declaration from MD/CS that there is no injunction /
prohibition order of a competent court of law on the prohibition order of a competent court of law on the
issue or on a part of any particular category of the issue or on a part of any particular category of the
issue. issue.
12 The validation of the electronic bid details with the The validation of the electronic bid details with the
depository’s records for DP ID, client ID and PAN. depository’s records for DP ID, client ID and PAN.
13 If Approval from SEBI is sought for relaxation in PAN If Approval from SEBI is sought for relaxation in PAN
mismatch applications, then copy of SEBI approval mismatch applications, then copy of SEBI approval
letter as well as the true copy of request letter to letter as well as the true copy of request letter to
SEBI, should be submitted. SEBI, should be submitted.
Documents to be submitted after closure of the issue
T+2 days T+3 days T+4 days T+5 days
1 All due diligence certificates filed with 1 Copy of final prospectus filed Letter of listing application Confirmation from depositories
SEBI by Merchant banker(s). with ROC alongwith ROC filing regarding credit of beneficiary
acknowledgement copy. accounts of security holders
2 Observation Letter issued by SEBI Basis of allotment approved by Listing Agreement as per SEBI (LODR), Certified true copy of letter from
pursuant to filing of draft offer Designated SE - Certified true Regulations, 2015 duly executed on non-judicial Registrars and lead manager
document. copy stamp paper along with certified true copy of BOD regarding dispatch of
resolution for authorizing officer to sign and share/debenture/warrant
execute the listing agreement. certificates, allotment advice,
refund orders, underwriting
commission, uploading of electronic
credit of Securities, etc.
3 List of authorized signatories with their Copy of Internal Minutes Certified true copy of the BOD resolution for Basis of allotment advertisement
specimen signatures. executed in between Lead allotment of securities (specifically mentioning
Manager, Issuer and Registrar. total number of Securities allotted/allocated)
4 Confirmation from Lead Managers that Shareholding pattern (pre issue, issue and post Certificate from Registrar
devolvement notices have been sent to issue) in specified format with PAN. Also provide reconciling total securities allotted
underwriters (applicable if the issue Post issue shareholding pattern (without PAN). with total securities credited, and
has devolved). securities that failed to be credited
5 Certificate from BRLM(s) that issue has Copies of all statutory advertisements published
received minimum subscription as till date
specified under SEBI (ICDR)
Regulations, 2018.
6 Confirmation from the Co. regarding Initial Listing Fees, Annual Listing Fees
email ID for Investor Grievances as per
SEBI (LODR), Regulations, 2015.
7 Copies of all advertisements published Date of Listing & Scrip Symbol (max 10 alphabets)
in connection with issue upto T+1
stage.
8 Confirmation from the Co. stating that CIN,PAN,TAN & GSTIN of the Company
they have obtained authentication for
SCORES from SEBI as per Regulation 13
of LODR, Regulations, 2015.
9 DIN & PAN of Promoters and Directors
Documents to be submitted after closure of the issue - SME
T+2 days T+3 days T+4 days T+5 days
1 All due diligence certificates filed with Copy of Prospectus (also in Clauses relating to AOA Confirmation from depositories
SEBI by Merchant banker(s). soft copy CD) regarding credit of beneficiary
accounts of security holders
2 List of authorized signatories with their Copy of RoC filing Letter of application Certified true copy of letter from
specimen signatures. acknowledgement for filing of Registrars and lead manager
Prospectus regarding dispatch of
share/debenture/warrant
certificates, allotment advice,
refund orders, underwriting
commission, uploading of electronic
credit of Securities, etc.
3 Confirmation from Lead Managers that Copy of letter from Registrar Certified true copy of the BOD resolution for
devolvement notices have been sent to addressed to Merchant allotment of securities (specifically mentioning
underwriters (applicable if the issue bankers regarding details total number of Securities allotted/allocated)
has devolved). verified with depositories
4 Company should inform that dividend Certified true copy of Table Shareholding pattern (pre issue, issue and post Certificate from Registrar
entitlement for current year for all showing region- wise issue) in specified format with PAN. Also provide reconciling total securities allotted
existing shares including the shares collection of application Post issue shareholding pattern (without PAN). with total securities credited, and
issued shall rank pari-passu money securities that failed to be credited
5 Confirmation from the Co. regarding Certificate from bankers to Copies of all statutory advertisements published Basis of allotment advertisement
email ID for Investor Grievances as per issue regarding collection of till date
SEBI (LODR), Regulations, 2015. application money
6 Copies of all advertisements published Certified true copy of basis of Annual Fees
in connection with issue upto T+2 allotment approved by
stage Designated SE
7 Confirmation from the Co. stating that Certified true copy of Details regarding compliance with the conditions
they have obtained authentication for additional material contracts & of Corporate Governance
SCORES from SEBI as per Regulation 13 documents which have not
of LODR, Regulations, 2015 been submitted earlier with
the Exchange. (Soft copy for all
material contracts &
documents)
8 CIN,PAN,TAN & GSTIN of the Company
9 DIN & PAN of Promoters and Directors
Listing Approval
Rights Issue Bonus Issue PREFERENTIAL ISSUE QIP
1 Listing Application for all types of Letter of Application (for listing of Letter of Application (for listing of Letter of Application (for listing of
securities issued on rights basis further issue) duly completed further issue) duly completed further issue) duly completed with
Distribution Schedule pre and post
allotment
2 BOD resolution for allotment on Right BOD resolution in which equity shares BOD resolution for allotment of equity BOD resolution in which securities
Basis - Certified copy were allotted - Certified true copy shares with depository confirmation were allotted - Certified true copy
for credit of securities in demat form -
Certified copy
Shareholders’ resolution approving
allotment on preferential basis and
resolution passed for increasing
authorized capital - Certified copy
3 Shareholding pattern for pre and post Shareholding Pattern as per format Shareholding Pattern as per format Shareholding Pattern Form duly
issue as per format prescribed under prescribed under LODR giving details prescribed under LODR giving details completed with relevant enclosures
LODR for all types of securities issued pre and post allotment of bonus pre and post allotment giving details before and after issue
on Rights basis shares
4 Basis of Allotment as approved by Brief particular of new securities Brief particular of new securities issued Final Placement Document with soft
Designated SE - Certified copy issued copy in pdf format - Certified true copy
5 Auditors/PCA/PCS certificate that Certificate from Statutory Auditors/ Compliance certificate from Statutory PCA/PCS Certificate confirming floor
allotment done as per basis of PCA/ PCS that SEBI (ICDR) Regulations, Auditor placed before shareholders in price & receipt of funds against
allotment approved by designated SE 2018 for bonus issue complied GM - Certified copy placement pursuant to QIP issue
Certificate from Statutory Auditor for
receipt of funds
6 Total number of securities allotted in Confirmation by MD/CS Certificate from MD/CS Confirmation by MD/CS
physical category & in Demat (CDSL &
NSDL Separately) with category wise
distinctive numbers
7 Annual Listing fees Details of further listing /processing Details of Processing fee/ Additional Additional listing fee, if applicable, on
fee remitted listing fee, if any, on enhanced capital enhanced capital
8 Undertaking from Compliance Officer: Confirmation for authentication on Undertaking from Compliance Officer:
• “The company or its promoters or SEBI for SCORES • “The company or its promoters or
WTD are not in violation of the WTD are not in violation of the
provisions oof the SEBI Delisting provisions of the SEBI Delisting
Regulations, 2021”. Regulations, 2021”.
• “We hereby confirm that the • “We hereby confirm that the
company, its promoters, its directors company, its promoters, its directors
are not in violation of the restrictions are not in violation of the restrictions
imposed by SEBI dated August 01, imposed by SEBI dated August 01,
2017.” 2017.”
9 An undertaking from MD/CS certifying Certified copy of the order passed by List of allottees & number of equity
that all the documents filed by the Hon’ble High Court/ BIFR/ Scheme shares allotted to them
Company are same/similar to approved by CDR, if applicable List of allottees who have been allotted
documents filed with ROC/ SEBI/ RBI/ more than 5% of securities offered
FIPB in respect of allotment/enlistment giving details such as name, nos. of
of aforesaid rights share, and that the equity shares allotted, % of issue size,
Co. has complied with all legal and etc. and number of equity shares
statutory formalities and there is no
statutory restraint

ESPS/ESOS/SARS/GEBS/RBS GDRS/ADRS/FCCBS
1 Letter of application & listing application Letter of Application (for listing of further issue) duly completed. (In case of
conversion of FCCBs only post allotment distribution schedule is requited)
2 Notification for issue of shares as per the format prescribed under SBEB Brief particular of new securities issued
Regulations, 2014 - Certified true copy
3 Applicable Additional Listing Fees Processing Fee, Additional Annual Listing Fee, if applicable, on enhanced capital
4 BOD resolution in which shares were allotted - certified copy BOD resolution in which equity shares were allotted - Certified true copy
5 CS Certificate for receipt of money Confirmation by MD/CS
6 List of allottees specifying name of allottee, number of shares allotted List of allottees and number of equity shares allotted
7 NSDL/CDSL credit and/or dispatch of physical certificate confirmation by RTA In case of GDRs/ADRs the list of GDR/ADR holders and number of GDRs/ADRs
allotted
8 Statement of Compliance Officer/CS/ Authorised signatory showing number of Shareholding Pattern as per the format prescribed under LODR giving details
shares for which in-principle approval was taken and no. of shares allotted, date pre and post allotment
of allotment and balance outstanding
9 Certified true copy of letter issued by overseas Stock Exchange granting listing/
trading permission to the GDRs/ADRs/FCCBs
Additional Points

Right Issue QIP


Formalities before Issue Opening Formalities for obtaining Trading approval Documents required for hosting of Preliminary
Placement Document on the Website of the
Exchange
1 Final Letter of Offer along with Composite Certificate/Letter from Registrars to Issue The resolution in which the Board of the
Application Form (“CAF”) x 10 Copies confirming the date of completion of posting of company or the Committee of Directors of the
Refund Orders and Share certificate/Debenture company decided to open the proposed issue.
Certificates in Physical form ( if any)- certified (Certified true copy)
true copy
2 ASBA Fees Confirmation from the depositories for crediting Soft copy of Preliminary Placement document
of securities to the beneficiary owner’s account. (Not applicable if no changes have been made
after submission at the time of prior in-principle
approval).
3 1% Security Deposit Copies of Newspaper advertisement of Basis of Soft copy of the Preliminary Placement
Allotment. Document in pdf format.
4 A request letter from Company/LM for activation of
Right Renunciation Facility on the Stock Exchange (if
required)

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