Main Law Project

8/6/2019 Main Law Project

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BUSINESS ENVIRONMENT AND LAW

RAISING FUND FOR THE COMPANY

SUBMITTED BY:-

GEET KIRAN(B-34)

ANSHUL DUBEY(B-53)

KUSH MANOCHA(B-

GAURAV MOTWANI(B-15)

SAURABH MALOO(B-29)

ABHINAV SOOD(B-


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RAISING MONEY FOR BUSINESS

Whether you've been in business one week or five years, an infusion of funds is

always welcome. But what type of financing is best for your business? There are so

many factors to consider--from the stage of your business to how much it'll cost

getting the money--that just choosing a path to follow can be overwhelming.

Some of the funding sources are:-

1.Startup Financing

Get your business off the ground with cash from several startup sources.

2.Equipment Leasing

Short on cash, but need new equipment to grow? Lease what you need.

3.Community Development Financial Institutions (CDFIs)

So you're not "bankable" according to traditional rules--your community may still

have resources to help fund your business.

4.Microloans

When you need only a little cash to grow, it's time to check into microloans.

5.Asset-Based Loans

Use your assets--like accounts receivable and inventory---to help you land

funding.

6.Bank-Term Loans

Go with old reliable and get a business loan from the bank.

7.SBA-Guaranteed Loans

The SBA's got your back. With an SBA-guaranteed loan, they'll guarantee as much

as 80 percent of the principle.


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8.Private Loan Guarantees

Your business is in early stage, the bank is ignoring your pleas--what do you do?

Find an investor to guarantee your loan.

9.504 LoansIf you're buying a fixed-asset like land, buildings or long-term equipment, look

into a 504 loan.

10.Royalty Financing

Got a product that will bring in the bucks? Use it to get a loan based on your future

sales.

11.Federal Government Venture CapitalSBA-licensed one-stop funding shops SBICs and SSBICs are looking for

businesses to fund. Could your business be next?

12.Angel Investors

These individual VC investors seem like they're from heaven, but be prepared to

give up a chunk of your company for funding.

13.Business Incubators

Nest in one of these entrepreneurial hotbeds, and you may just be on your way to

financing.

14.401(k) Financing

Fund your new company with your retirement account from your previous job--but

watch out for the tax man

15.Direct Public Offerings

Take your business--and your quest for funding--directly to the public by selling

shares in your company.

16.Reverse Merger

Take your private company public the easy way by purchasing a dormant, public

company.


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17.Initial Public Offerings

Ready for a whirlwind ride? Take the ultimate funding trip by going public. This

guide will help you prepare.

18.Institutional Venture Capital

VC funding isn't always easy to obtain and and you'll have to give up equity, but

when you're a high-growth company with high-financing needs, it can be your best

bet.

Debt vs. Equity

First, nearly all types of funding one can raise fall under one of two categories --

debt or equity. The basic difference is that debt has to be paid back (it is a loan)

whereas equity funding does not. In exchange for equity funding, the funds

provider (investor) receives a percentage ownership (shares) in your company that

grows proportionally to the overall value of your company. At a liquidity-

producing event such as a sale of the company or an Initial Public Offering (IPO)

to the stock markets, the equity holder could cash out their stock, ideally receiving

a large return for taking the risk early on.

In his article, "Financing Instruments," attorney Michael T. Redmond explains the

difference with "Although there are certain exceptions, debt instruments generally

represent fixed obligations to repay a specific amount at a specified date in the

future, together with interest. In contrast, equity instruments generally represent

ownership interests entitled to dividend payments, when declared, but with no

specific right to a return on capital."

Debt Financing

Standard types of debt include personal loans from family members and friends,

bank loans, issued notes, and corporate bonds. These financing loans are provided

at an agreed upon interest rate and time period. Some debts, called convertible

debts, can be converted to common stock later on, but most are paid back with cash


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on a set schedule or set date. Whether the receiver of the loan pays only the interest

during the term of the loan and the entire principle (the initial amount of the loan)

back at the end, or pays part of both the interest and the principle at each payment

period, is determined in the terms of the loan. Debt instruments can be secured by

assets of the corporation or unsecured (backed by a pledge of credit).

The advantages of providing debt capital to a business include a reduction in risk,

as upon bankruptcy debts must be paid back before any assets can be distributed to

stockholders, and a near certainty of receiving the initial principle with interest

back within a set period of time. Disadvantages for the issuing institution or person

include not being able to participate in the value growth of the company.

Equity Financing

Equity financing, on the other hand, provides stock to the investor in exchange for

funds. This is usually the form of investment that venture capital funds, angel

investors, or other private equity funds make. In exchange for the investment, the

investor can benefit from the growth of the company and receive either common or

preferred stock.

Common Stock

Common stock is the most basic form of equity instrument. It represents an

ownership in the corporation and includes an interest in earnings. Holders are also

entitled to receive dividends (periodic disbursements to shareholders based on

earnings and the decisions of the Board).

Holders of common stock have the best opportunity to share in the companys

growth, but also must take into account the increased risk of coming after holders

of debt and preferred stock in the case of company failure and bankruptcy.

In the view of the business owner, there is one important advantage to issuing

common stock in exchange for financing. There is no obligation to repay the

amount invested. The investors prime reward for taking the risk is participating in

the value growth of the company and cashing out upon a liquidity event. Another

advantage for the investor is the ability to vote for directors.


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Preferred Stock

Preferred stock is a second form of equity instrument. While it is equity, it can

have certain features that resemble debt that can make it attractive.

Most important to the investor, it has rights over common stock, reducing the risk

of loss of investment. When issued, investors can also negotiate with the company

whether it will be voting or non-voting stock and how dividends will be

distributed. In short, it offers greater flexibility and reduced risk, and hence is

preferred to common stock.

Preferred stock is usually the type of stock issued to venture capital funds uponinvestment in a company.

Increasing Your Chances of Receiving Debt Funding

While obtaining funding can be a difficult process, there are a few things you can

do to increase your chances. Here are some tips.

If you are only looking for a few hundred or a few thousand dollars, you should

first look to friends and family and then to the banks. If you have assets to back itup (such as cash in your bank account, a house, or a car) you should be able to

obtain a loan with relative ease. If you are under 18, you will generally have to

have a parent or guardian co-sign the loan. And if you do not have adequate assets

to back up the loan, the bank may ask for you to find someone (such as a parent or

friend who does have adequate assets) to co-sign the loan. Remember, the less risk

the bank feels it has, the greater chance you have of being approved.

If you have an existing account, a good credit history, and relationship at a local

bank the process may not be any more complicated than meeting with a loan

officer, discussing your plans, filling out a short form, and waiting a week for

approval. However, if you have not established these relationships and history,

now is a good time to start.


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If your are serious about raising funding, youll need at least some form of

business plan. The more funding you are trying to raise, the most professional and

complete this plan will need to be. At its core, youll need to explain what you will

be providing, what need/gap it fills in the marketplace, who you will be working

with and who is on your team, your plan for making sales and marketing, and yourfinancial projections including the time to break even. You may want to read some

of the articles on developing a business plan on www.zeromillion.com for

additional guidance or obtain a book on how to craft your plan.

In general, you will be more successful obtaining financing if you have formed an

entity (LLC or corporation) for your business. While it may still be possible to

obtain a loan for your sole proprietorship, you will be taken more seriously and

have many more avenues open to you as a corporation or other type of limited-

liability company.

If you are under 18, (and therefore unable to form a corporation), you should still

be able to obtain a personal loan provided you have a well thought out plan, an

established relationship, and assets to back it up, or parents, relatives, or friends

who are willing to cosign and secure the loan with assets of their own. It can surely

be difficult to obtain the financing you need. If you can learn the language, talk in

terms on the banks interest, reduce risk where possible, and show you have a

grasp of accounting and general business knowledge, you very well may be able toobtain the loan you need.

In the United States, another way to increase your chances of having your loan

approved is to go to the Small Business Administration (SBA). If you can have

your loan backed by the SBA, and hence by the Federal Government, you will

have a much easier time.

When applying for a loan, especially those for larger amounts or to finance large

investments or expansions, be prepared to meet with the loan officers and

underwriters for your bank. In short, expect to be drilled from every angle by these

persons and have your answers ready. It is the underwriters jobs to reduce risk, so

expect hard questions.


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In general if you are looking for RS1000-Rs50,000 in debt funding, a bank should

be able to help you. With the right relationships and assurances you may be able to

raise more and at better terms. If you are looking to raise more than RS25,000,

however, you may wish to look into equity financing.

Increasing Your Chances of Receiving Equity Funding

Equity funding tends to be a totally different ballgame than debt financing, and

generally requires a greater level of sophistication to make it work. If you are

looking for between RS25,000 and RS1,000,000 of equity funding, you should

start by looking at individual angel investors or networks of angel investors. Angel

investors are high net worth individuals and accredited investors (as defined by the

Securities and Exchange Commission) who are able to risk relatively large

amounts of money in risky ventures with a potential for a high return.

To attract these types of investors, you will need to have the right advisors

(lawyers and accountants with the proper experience and contacts) and truly have

an idea or business which has a potential for a high-return (Rs5M and up,

depending on the amount of funding needed).

To increase your chances of being funded, be sure you have a solid business plan,

experienced adviser, and a team with market knowledge that has proven they canexecute.

If you are looking to raise Rs500,000 and up and you have a business with a

potential return greater than Rs50M over five years, you may want to look into

venture capital firms. At the seed stage (very early stage funding), you may be able

to raise between RS500,000 and Rs10M (or potentially more if it is the right plan

with the right people) in a Series A offering of your companys stock. To raise this

amount of money and still maintain a good portion of ownership in your company,

youll need to have a high valuation before your accept the funding (your pre-

money value).

For example, if based on your intellectual property, first mover advantage, unique

idea, and experienced management team your business was given a pre-money

valuation of RS5 million and provided with RS5 million in Series A venture


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refundand underwriting obligations, ifany, of each merchant banker shall be

predetermined and disclosed in the offer document asspecified in Schedule I.

(4) The lead merchant banker shall, only after independently assessing the

capability of otherintermediaries to carry out their obligations, advise the issuer on

their appointment.(5) The issuer shall enter into an agreement with the lead merchant banker in the

format specifiedin Schedule II and with other intermediaries as required under the

respective regulations applicableto the intermediary concerned:

Provided that such agreements may include such other clauses as the issuer and the

intermediarymay deem fit without diminishing or limiting in any way the liabilities

and obligations of themerchant bankers, other intermediaries and the issuer under

the Act, the Companies Act, 1956, theSecurities Contracts (Regulation) Act, 1956,

the Depositories Act, 1996 and the rules andregulations made thereunder or any

statutory modification or statutory enactment thereof:Provided further that in case

of ASBA process, the issuer shall take cognisance of the deemedagreement of the

issuer with Self Certified Syndicate Banks.

(6) An issuer shall, in case of an issue made through the book building process,

appoint syndicatemembers and in the case of any other issue, appoint bankers to

issue, at all mandatory collectioncentres as specified in Schedule III and such other

collection centres as it may deem fit.(7) The issuer shall appoint a registrar which has connectivity with all the

depositories:Provided that if issuer itself is a registrar to an issue registered with

the Board, then anotherregistrar to an issue shall be appointed as registrar to the

issue:Provided further that the lead merchant banker shall not act as a registrar to

the issue in which it isalso handling the post issue responsibilities.

Explanation: For the purpose of this regulation, in case of a book built issue, the

lead merchantbanker appointed by the issuer shall act as the lead book runner

Filing of offer document.

6. (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 lakhrupees or more,unless a draft offer document, along with fees as specified


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in Schedule IV, has been filedwith 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 orfiling 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 offerdocumentwithin 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 Boardhas sought any clarification or additional information from them; or

(c) the date of receipt of clarification or information from any regulator or agency,

where theBoard 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 therecognised stockexchanges.

(3) If the Board specifies changes or issues observations on the draft offer

document, the issuer andlead merchant banker shall carry out such changes in the

draft offer document and comply with theobservations issued by the Board before

registering the prospectus, red-herring prospectus or shelfprospectus, 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 orshelf prospectus with the Registrar of Companies or filing the letter

of offer with the designatedstock exchange or before the opening of the issue, file a

copy thereof with the Board through thelead merchant banker.

(5) The lead merchant banker shall, while filing the offer document with the Board

in terms of subregulation

(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.

In-principle approval from recognised stock exchanges.

7. The issuer shall obtain in-principle approval from recognised stock exchanges as

follows:

(a) in case of an initial public offer, from all the recognised stock exchanges in

which theissuer proposes to get its specified securities listed; and

(b) in case of a further public offer and rights issue:


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(i) where the specified securities are listed only on recognised stock exchanges

havingnationwide trading terminals, from all such stock exchanges;

(ii) where the specified securities are not listed on any recognised stock exchange

havingnationwide trading terminals, from all the stock exchanges in which the

specifiedsecurities of the issuer are proposed to be listed;(iii) where the specified securities are listed on recognised stock exchanges having

nationwide trading terminals as well as on the recognised stock exchanges not

havingnationwide trading terminals, from all recognised stock exchanges having

nationwidetrading terminals.

PROMOTERS CONTRIBUTION

Minimum promoters contribution.32. (1) The promoters of the issuer shall contribute in the public issue as follows:

(a) in case of an initial public offer, not less than twenty per cent. of the post issue

capital;

(b) in case of a further public offer, either to the extent of twenty per cent. of the

proposedissue size or to the extent of twenty per cent. of the post-issue capital;

(c) in case of a composite issue, either to the extent of twenty per cent. of the

proposedissue size or to the extent of twenty per cent. of the post-issue capital

excluding therights issue component.

(2) In case of a public issue or composite issue of convertible securities, minimum

promoterscontribution shall be as follows:

(a) the promoters shall contribute twenty per cent. as stipulated in clauses (a), (b)

or (c) ofsub-regulation (1), as the case may be, either by way of equity shares or by

way ofsubscription to the convertible securities:Provided that if the price of the

equity shares allotted pursuant to conversion is not predeterminedand not disclosed

in the offer document, the promoters shall contribute only byway of subscription to

the convertible securities being issued in the public issue and shall

undertake in writing to subscribe to the equity shares pursuant to conversion of

suchsecurities.

(b) in case of any issue of convertible securities which are convertible or

exchangeable ondifferent dates and if the promoters contribution is by way of

equity shares (conversionprice being pre-determined), such contribution shall not


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be at a price lower than theweighted average price of the equity share capital

arising out of conversion of suchsecurities.

(c) subject to the provisions of clause (a) and (b) above, in case of an initial public

offer ofconvertible debt instruments without a prior public issue of equity shares,

the promotersshall bring in a contribution of at least twenty per cent. of the projectcost in the form ofequity shares, subject to contributing at least twenty per cent. of

the issue size from theirown funds in the form of equity shares:Provided that if the

project is to be implemented in stages, the promoters contributionshall be with

respect to total equity participation till the respective stage vis--vis the debt

raised or proposed to be raised through the public issue.

(3) In case of a further public offer or composite issue where the promoters

contribute more thanthe stipulated minimum promoters contribution, the allotment

with respect to excess contributionshall be made at a price determined in terms ofthe provisions of regulation 76 or the issue price,whichever is higher.

(4) The promoters shall satisfy the requirements of this regulation at least one day

prior to the dateof opening of the issue and the amount of promoters contribution

shall be kept in an escrowaccount with a scheduled commercial bank and shall be

released to the issuer along with the release

of the issue proceeds:Provided that where the promoters contribution has already

been brought in and utilised, theissuer shall give the cash flow statement disclosing

the use of such funds in the offer document;Provided further that where the

minimum promoters contribution is more than one hundred crorerupees, the

promoters shall bring in at least one hundred crore rupees before the date of

opening ofthe issue and the remaining amount may be brought on pro-rata basis

before the calls are made topublic.

Explanation: For the purpose of this regulation:

(I) Promoters contribution shall be computed on the basis of the post-issue

expanded capital:

(a) assuming full proposed conversion of convertible securities into equity shares;

(b) assuming exercise of all vested options, where any employee stock options are

outstanding at the time of initial public offer in terms of proviso (b) to sub-

regulation (5)of regulation 26.(II) For computation of weighted average price:

(a) weights means the number of equity shares arising out of conversion of such

specifiedsecurities into equity shares at various stages;


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(b) price means the price of equity shares on conversion arrived at after taking

intoaccount predetermined conversion price at various stages.

Securities ineligible for minimum promoters contribution.

33. (1) For the computation of minimum promoters contribution, the following

specified securitiesshall not be eligible:(a) specified securities acquired during the preceding three years, if they are:

(i) acquired for consideration other than cash and revaluation of assets

orcapitalisation of intangible assets is involved in such transaction; or

(ii) resulting from a bonus issue by utilisation of revaluation reserves or unrealised

profits of the issuer or from bonus issue against equity shares which are ineligible

for minimum promoters contribution;

(b) specified securities acquired by promoters during the preceding one year at a

pricelower than the price at which specified securities are being offered to public intheinitial public offer:

Provided that nothing contained in this clause shall apply:

(i) if promoters pay to the issuer, the difference between the price at which

specifiedsecurities are offered in the initial public offer and the price at which the

specified securities had been acquired;

(ii) if such specified securities are acquired in terms of the scheme under sections

391-394 of the Companies Act, 1956, as approved by a High Court, by promoters

in lieu of business and invested capital that had been in existence for a period of

more than one year prior to such approval;

(iii) to an initial public offer by a government company, statutory authority or

corporation or any special purpose vehicle set up by any of them, which is

engaged in infrastructure sector;(c) specified securities allotted to promoters during

the preceding one year at a price lessthan the issue price, against funds brought in

by them during that period, in case of anissuer formed by conversion of one or

more partnership firms, where the partners ofthe erstwhile partnership firms are the

promoters of the issuer and there is no change inthe management:Provided that

specified securities, allotted to promoters against capital existing in suchfirms for a

period of more than one year on a continuous basis, shall be eligible;(d) specified

securities pledged with any creditor.

(2) Specified securities referred to in clauses (a) and (c) of sub-regulation (1) shall

be eligible forthe computation of promoters contribution, if such securities are


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acquired pursuant to a schemewhich has been approved under sections 391-394 of

the Companies Act, 1956.

Explanation: For the purposes of clause (b) of sub-regulation (1), the term

infrastructure sectorincludes the facilities or services as specified in Schedule X.

PROVISIONS AS TO PUBLIC ISSUE

Conditions for initial public offer.

26. (1) An issuer may make an initial public offer, if:

(a) it has net tangible assets of at least three crore rupees in each of the preceding

threefull years (of twelve months each), of which not more than fifty per cent. areheld inmonetary assets:Provided that if more than fifty per cent. of the net tangible

assets are held inmonetary assets, the issuer has made firm commitments to utilise

such excessmonetary assets in its business or project;

(b) it has a track record of distributable profits in terms of section 205 of the

CompaniesAct, 1956, for at least three out of the immediately preceding five

years:Provided that extraordinary items shall not be considered for calculating

distributableprofits;

(c) it has a net worth of at least one crore rupees in each of the preceding three full

years(of twelve months each);

(d) the aggregate of the proposed issue and all previous issues made in the same

financialyear in terms of issue size does not exceed five times its pre-issue net

worth as per theaudited balance sheet of the preceding financial year;

(e) if it has changed its name within the last one year, at least fifty per cent. of the

revenuefor the preceding one full year has been earned by it from the activity

indicated by thenew name.

(2) An issuer not satisfying any of the conditions stipulated in sub-regulation (1)

may make aninitial public offer if:

(a) (i) the issue is made through the book building process and the issuer

undertakes to allotat least fifty per cent. of the net offer to public to qualified

institutional buyers and torefund full subscription monies if it fails to make

allotment to the qualifiedinstitutional buyers ;

or


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(ii) at least fifteen per cent. of the cost of the project is contributed by scheduled

commercial banks or public financial institutions, of which not less than ten

percent.shall come from the appraisers and the issuer undertakes to allot at least ten

percent.of the net offer to public to qualified institutional buyers and to refund

fullsubscription monies if it fails to make the allotment to the qualifiedinstitutionalbuyers;

(b) (i) the minimum post-issue face value capital of the issuer is ten crore rupees;

or

(ii) the issuer undertakes to provide market-making for at least two years from the

dateof listing of the specified securities, subject to the following:

(A) the market makers offer buy and sell quotes for a minimum depth of three

hundredspecified securities and ensure that the bid-ask spread for their quotes does

not, atany time, exceed ten per cent.;(B) the inventory of the market makers, as on the date of allotment of the specified

securities, shall be at least five per cent. of the proposed issue.

(3) An issuer may make an initial public offer of convertible debt instruments

without making aprior public issue of its equity shares and listing thereof.

(4) An issuer shall not make an allotment pursuant to a public issue if the number

of prospectiveallottees is less than one thousand.

(5) No issuer shall make an initial public offer if there are any outstanding

convertible securities orany other right which would entitle any person any option

to receive equity shares after the initialpublic offer:

Provided that the provisions of this sub-regulation shall not apply to:

(a) a public issue made during the currency of convertible debt instruments which

were issuedthrough an earlier initial public offer, if the conversion price of such

convertible debtinstruments was determined and disclosed in the prospectus of the

earlier issue of convertibledebt instruments;

(b) outstanding options granted to employees pursuant to an employee stock option

schemeframed in accordance with the relevant Guidance Note or Accounting

Standards, if any, issuedby the Institute of Chartered Accountants of India in this

regard.

(6) Subject to provisions of the Companies Act, 1956 and these regulations, equity

shares may beoffered for sale to public if such equity shares have been held by the

sellers for a period of at leastone year prior to the filing of draft offer document

with the Board in accordance with subregulation


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(1) of regulation 6:Provided that in case equity shares received on conversion or

exchange of fully paid-upcompulsorily convertible securities including depository

receipts are being offered for sale, theholding period of such convertible securities

as well as that of resultant equity shares together shallbe considered for the purpose

of calculation of one year period referred in this sub-regulation:Provided further that the requirement of holding equity shares for a period of one

year shall notapply:

(a) in case of an offer for sale of specified securities of a government company or

statutoryauthority or corporation or any special purpose vehicle set up and

controlled by any one ormore of them, which is engaged in infrastructure sector;

(b) if the specified securities offered for sale were acquired pursuant to any scheme

approved by aHigh Court under sections 391-394 of the Companies Act, 1956, in

lieu of business andinvested capital which had been in existence for a period ofmore than one year prior to suchapproval.

(7) No issuer shall make an initial public offer, unless as on the date of registering

prospectus or redherring prospectus with the Registrar of Companies, the issuer

has obtained grading for the initialpublic offer from at least one credit rating

agency registered with the Board.

Explanation: For the purposes of this regulation:

(I) net tangible assets mean the sum of all net assets of the issuer, excluding

intangible assets asdefined in Accounting Standard 26 (AS 26) issued by the

Institute of Chartered Accountantsof India;

(II) project means the object for which monies are proposed to be raised to cover

the objects ofthe issue;

(III) In case of an issuer which had been a partnership firm, the track record of

distributable profitsof the partnership firm shall be considered only if the financial

statements of the partnershipbusiness for the period during which the issuer was a

partnership firm, conform to and arerevised in the format prescribed for companies

under the Companies Act, 1956 and alsocomply with the following:

(a) adequate disclosures are made in the financial statements as required to be

made by theissuer as per Schedule VI of the Companies Act, 1956;

(b) the financial statements are duly certified by a Chartered Accountant stating

that:

(i) the accounts and the disclosures made are in accordance with the provisions of

Schedule VI of the Companies Act, 1956;


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(ii) the accounting standards of the Institute of Chartered Accountants of India

havebeen followed;

(iii) the financial statements present a true and fair view of the firms accounts;

(IV) In case of an issuer formed out of a division of an existing company, the track

record ofdistributable profits of the division spun-off shall be considered only ifthe requirementsregarding financial statements as provided for partnership firms in

Explanation III arecomplied with;

(V) bid-ask spread means the difference between quotations for sale and

purchase;

PRICING IN PUBLIC ISSUE

Pricing.

28. (1) An issuer may determine the price of specified securities in consultation

with the lead merchantbanker or through the book building process.

(2) An issuer may determine the coupon rate and conversion price of convertible

debt instruments inconsultation with the lead merchant banker or through the book

building process.

(3) The issuer shall undertake the book building process in a manner specified in

Schedule XI.

Differential pricing.

29. An issuer may offer specified securities at different prices, subject to the

following:

(a) retail individual investors or retail individual shareholders 6[or employees of

the issuerentitled for reservation made under regulation 42 making an application

for specifiedsecurities of value not more than one lakh rupees,] may be offered

specified securities at aprice lower than the price at which net offer is made to

other categories of applicants:

Provided that such difference shall not be more than ten per cent.of the price at

whichspecified securities are offered to other categories of applicants;

(b) in case of a book built issue, the price of the specified securities offered to an

anchor investorshall not be lower than the price offered to other applicants;


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(c) in case of a composite issue, the price of the specified securities offered in the

public issuemay be different from the price offered in rights issue and justification

for such price difference shallbe given in the offer document.

Price and price band.

30. (1) The issuer may mention a price or price band in the draft prospectus (incase of a fixed priceissue) and floor price or price band in the red herring

prospectus (in case of a book built issue) anddetermine the price at a later date

before registering the prospectus with the Registrar of Companies:Provided that

the prospectus registered with the Registrar of Companies shall contain only one

priceor the specific coupon rate, as the case may be.

(2) If the floor price or price band is not mentioned in the red herring prospectus,

the issuer shallannounce the floor price or price band at least two working days

before the opening of the bid (incase of an initial public offer) and at least oneworking day before the opening of the bid (in case ofa further public offer), in all

the newspapers in which the pre issue advertisement was released.

(3) The announcement referred to in sub-regulation (2) shall contain relevant

financial ratioscomputed for both upper and lower end of the price band and also a

statement drawing attention ofthe investors to the section titled basis of issue

price in the prospectus.

(4) The cap on the price band shall be less than or equal to one hundred and twenty

per cent. of thefloor price.

(5) The floor price or the final price shall not be less than the face value of the

specified securities.

Explanation: For the purposes of sub-regulation (4), the cap on the price band

includes cap on thecoupon rate in case of convertible debt instruments.

Face value of equity shares.

31. (1) Subject to the provisions of the Companies Act, 1956, the Act and these

regulations, anissuer making an initial public offer may determine the face value of

the equity shares in thefollowing manner:

(a) if the issue price per equity share is five hundred rupees or more, the issuer

shall havethe option to determine the face value at less than ten rupees per equity

share:

Provided that the face value shall not be less than one rupee per equity share;


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(b) if the issue price per equity share is less than five hundred rupees, the face

value of theequity shares shall be ten rupees per equity share:

Provided that nothing contained in this sub-regulation shall apply to initial public

offermade by any government company, statutory authority or corporation or any

specialpurpose vehicle set up by any of them, which is engaged in infrastructuresector.

(2) The disclosure about the face value of equity shares (including the statement

about the issueprice being X times of the face value) shall be made in the

advertisements, offer documents andapplication forms in identical font size as that

of issue price or price band.

PREFERENTIAL ISSUE

Conditions for preferential issue.

72. (1) A listed issuer may make a preferential issue of specified securities, if:

(a) a special resolution has been passed by its shareholders;

(b) all the equity shares, if any, held by the proposed allottees in the issuer are in

dematerialised form;

(c) the issuer is in compliance with the conditions for continuous listing of equity

shares asspecified in the listing agreement with the recognised stock exchange

where the equityshares of the issuer are listed;

(d) the issuer has obtained the Permanent Account Number of the proposed

allottees.

(2) The issuer shall not make preferential issue of specified securities to any person

who has sold anyequity shares of the issuer during the six months preceding the

relevant date:Provided that in respect of the preferential issue of equity shares and

compulsorily convertible debtinstruments, whether fully or partly, the Board may

grant relaxation from the requirements of this sub-regulation, if the Board has

granted relaxation in terms of regulation 29A of the Securities andExchange Board

of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 to

such preferential allotment

Disclosures.

73. (1) The issuer shall, in addition to the disclosures required under section 173 of

the CompaniesAct, 1956 or any other applicable law, disclose the following in the


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74. (1) Allotment pursuant to the special resolution shall be completed within a

period of fifteen daysfrom the date of passing of such resolution:

Provided that where any application for exemption from the applicability of the

Securities andExchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations, 1997 or anyapproval or permission by any regulatory

authority or the Central Government for allotment ispending, the period of fifteen

days shall be counted from the date of order on such application or thedate of

approval or permission, as the case may be:Provided further that where the Board

has granted relaxation to the issuer in terms of regulation 29Aof SEBI (Substantial

Acquisition of Shares and Takeovers) Regulations, 1997, the preferential issue of

equity shares and compulsorily convertible debt instruments, whether fully or

partly, shall be madeby it within such time as may be specified by the Board in itsorder granting the relaxation:Provided further that requirement of allotment within

fifteen days shall not apply to allotment ofspecified securities on preferential basis

pursuant to a scheme of corporate debt restructuring as per thecorporate debt

restructuring framework specified by the Reserve Bank of India.

(2) If the allotment of specified securities is not completed within fifteen days from

the date of specialresolution, a fresh special resolution shall be passed and the

relevant date for determining the price ofspecified securities under this Chapter

will be taken with reference to the date of latter specialresolution.

Tenure of convertible securities.

75. The tenure of the convertible securities of the issuer shall not exceed eighteen

months from thedate of their allotment.

Pricing of equity shares.

76. (1) If the equity shares of the issuer have been listed on a recognised stock

exchange for a periodof six months or more as on the relevant date, the equity

shares shall be allotted at a price not less thanhigher of the following:

(a) The average of the weekly high and low of the closing prices of the related

equity sharesquoted on the recognised stock exchange during the six months

preceding the relevantdate; or


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(b) The average of the weekly high and low of the closing prices of the related

equity sharesquoted on a recognised stock exchange during the two weeks

preceding the relevant date.

(2) If the equity shares of the issuer have been listed on a recognised stock

exchange for a period ofless than six months as on the relevant date, the equityshares shall be allotted at a price not less thanthe higher of the following:

(a) the price at which equity shares were issued by the issuer in its initial public

offer or the valueper share arrived at in a scheme of arrangement under sections

391 to 394 of the CompaniesAct, 1956, pursuant to which the equity shares of the

issuer were listed, as the case may be;or

(b) the average of the weekly high and low of the closing prices of the related

equity sharesquoted on the recognised stock exchange during the period shares

have been listed precedingthe relevant date; or(c) the average of the weekly high and low of the closing prices of the related

equity sharesquoted on a recognised stock exchange during the two weeks

preceding the relevant date.

(3) Where the price of the equity shares is determined in terms of sub-regulation

(2), such price shallbe recomputed by the issuer on completion of six months from

the date of listing on a recognised stockexchange with reference to the average of

the weekly high and low of the closing prices of the relatedequity shares quoted on

the recognised stock exchange during these six months and if suchrecomputed

price is higher than the price paid on allotment, the difference shall be paid by the

allotteesto the issuer.

(4) Any preferential issue of specified securities, to qualified institutional buyers

not exceeding five innumber, shall be made at a price not less than the average of

the weekly high and low of the closingprices of the related equity shares quoted on

a recognised stock exchange during the two weekspreceding the relevant date.

Payment of consideration

77. (1) Full consideration of specified securities other than warrants issued under

this Chapter shall bepaid by the allottees at the time of allotment of such specified

securities:Provided that in case of a preferential issue of specified securities

pursuant to a scheme of corporatedebt restructuring as per the corporate debt

restructuring framework specified by the Reserve Bank ofIndia, the allottee may

pay the consideration in terms of such scheme.


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(2) An amount equivalent to at least twenty five per cent. of the consideration

determined in terms ofregulation 76 shall be paid against each warrant on the date

of allotment of warrants.

(3) The balance seventy five per cent. of the consideration shall be paid at the time

of allotment ofequity shares pursuant to exercise of option against each suchwarrant by the warrant holder.

(4) In case the warrant holder does not exercise the option to take equity shares

against any of thewarrants held by him, the consideration paid in respect of such

warrant in terms of sub-regulation (2)shall be forfeited by the issuer.

Lock-in of specified securities

78. (1) The specified securities allotted on preferential basis to promoter orpromoter group and theequity shares allotted pursuant to exercise of options

attached to warrants issued on preferential basisto promoter or promoter group,

shall be locked-in for a period of three years from the date of allotment

of the specified securities or equity shares allotted pursuant to exercise of the

option attached towarrant, as the case may be:Provided that not more than twenty

per cent. of the total capital of the issuer shall be locked-in forthree years from the

date of allotment:Provided further that equity shares allotted in excess of the

twenty per cent. shall be locked-in for oneyear from the date of their allotment

pursuant to exercise of options or otherwise, as the case may be.

(2) The specified securities allotted on preferential basis to persons other than

promoter and promotergroup and the equity shares allotted pursuant to exercise of

options attached to warrants issued onpreferential basis to such persons shall be

locked in for a period of one year from the date of theirallotment.

(3) The lock-in of equity shares allotted pursuant to conversion of convertible

securities other thanwarrants, issued on preferential basis shall be reduced to the

extent the convertible securities havealready been locked-in.

(4) The equity shares issued on preferential basis pursuant to a scheme of corporate

debt restructuringas per the Corporate Debt Restructuring framework specified by

the Reserve Bank of India shall belocked-in for a period of one year from the date

of allotment:Provided that partly paid up equity shares, if any, shall be locked-in

from the date of allotment and thelock-in shall end on the expiry of one year from

the date when such equity shares become fully paidup.


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(5) If the amount payable by the allottee, in case of re-calculation of price under

sub-regulation (3) ofregulation 76 is not paid till the expiry of lock-in period, the

equity shares shall continue to be lockedin till such amount is paid by the allottee.

(6) The entire pre-preferential allotment shareholding of the allottees, if any, shall

be locked-in fromthe relevant date upto a period of six months from the date ofpreferential allotment.

ISSUE OF INDIAN DEPOSITORY RECEIPTS

Eligibility.97. An issuing company making an issue of IDR shall also satisfy the following:

(a) the issuing company is listed in its home country;

(b) the issuing company is not prohibited to issue securities by any regulatory

body;

(c) the issuing company has track record of compliance with securities market

regulations in itshome country.

Conditions for issue of IDR.

98. An issue of IDR shall be subject to the following conditions:

(a) issue size shall not be less than fifty crore rupees;

(b) procedure to be followed by each class of applicant for applying shall be

mentioned in theprospectus;

(c) minimum application amount shall be twenty thousand rupees;

(d) at least fifty per cent. of the IDR issued shall be allotted to qualified

institutional buyers onproportionate basis as per illustration given in Part C of

Schedule XI;

(e) the balance fifty per cent. may be allocated among the categories of non-

institutional investorsand retail individual investors including employees at the

discretion of the issuer and themanner of allocation shall be disclosed in the

prospectus. Allotment to investors within acategory shall be on proportionate basis:

13[Provided that atleast thirty per cent. of the said fifty per cent. IDR issued shall

be allocatedto retail individual investors and in case of under-subscription in retail


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individual investorcategory, spill over to the extent of under-subscription shall be

permitted to other categories.]

(f) At any given time, there shall be only one denomination of IDR of the issuing

company.

Minimum subscription.

99. (1) For non-underwritten issues:

(a) If the issuing company does not receive the minimum subscription of ninety per

centof the offer through offer document on the date of closure of the issue, or if

thesubscription level falls below ninety per cent. after the closure of issue on

account ofcheques having being returned unpaid or withdrawal of applications, the

issuingcompany shall forthwith refund the entire subscription amount received.

(b) If the issuing company fails to refund the entire subscription amount withinfifteendays from the date of the closure of the issue, it is liable to pay the amount

withinterest to the subscribers at the rate of fifteen per cent. per annum for the

period ofdelay.

(2) For underwritten issues: If the issuing company does not receive the minimum

subscription ofninety per cent. of the offer through offer document including

devolvement of underwriters withinsixty days from the date of closure of the issue,

the issuing company shall forthwith refund theentire subscription amount received

with interest to the subscribers at the rate of fifteen per cent.

per annum for the period of delay beyond sixty days.

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