...PROTECTION) GUIDELINES, 2000 CONTENTS Page no. Chapter I Preliminary 4 Chapter II Eligibility Norms for Companies Issuing Securities 9 Chapter III Pricing by Companies Issuing Securities 22 Chapter IV Promoters’ Contribution and Lock-In Requirements 26 Part I Promoters’ Contribution 26 Part II Lock-In Requirements 31 Part III Other Requirements in Respect of Lock-In 34 Chapter V Pre-Issue Obligations 36 Chapter VI Contents of Offer Document 48 Contents of the Prospectus 48 Section I 93 Section II Contents of Abridged Prospectus 102 Section III Contents of the Letter of Offer Section IV Contents Of the Abridged Letter Of Offer 109 Chapter VIA Issue of Indian Depository Receipts (IDRs) 111 General Requirements Part I 111 Part II Disclosures in a Prospectus for IDRs 112 Applicability of provisions of the SEBI (DIP) Guidelines, 2000 123 Part III Part IV Contents of Abridged Prospectus (See Rule 8(i) of the IDR Rules) 123 Chapter VII Post-Issue Obligations 130 Chapter VIII Other Issue Requirements 138 Chapter VIII-A Green Shoe Option 153 Chapter IX Guidelines on Advertisement 158 Chapter X Guidelines for Issue of Debt Instruments 164 Chapter XI Guidelines on Book Building 174 Chapter XI A Guidelines on Initial Public Offers through the Stock 196 Exchange On-Line System (e-IPO) Chapter XII Guidelines for Issue of Capital by Designated Financial 202 Institutions Chapter XII-A Shelf Prospectus 211 Chapter XIII Guidelines for Preferential Issues 212 Chapter XIII-A Guidelines for Qualified...
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...Running Head: WEB ACCESSIBILITY Web Accessibility Week Two Individual [Place Name Here] University of Phoenix March 21, 2011 Web accessibility is for individuals with disabilities. This allows these individuals to use the web. Web accessibility helps people with disabilities to perceive, understand navigate and interact with the web. This also allows these people to contribute to the web. Web accessibility can benefit many individuals but benefits the elderly more due to the changing abilities due to their aging (W3C 2011). Web accessibility helps individuals with all different disabilities that have trouble accessing the web. This can include individuals with visual, auditory, physical, speech, cognitive, and neurological disabilities. There are millions of people with disabilities and these disabilities can really affect the way that they use the web. These days there are so many web sites and different web software that have accessibility barriers that can really make it challenging for individuals with disabilities to use the web. There are more web sites and web software that becomes available and as they do individuals with disabilities are able to use and contribute to the web better (W3C 2011). As mentioned before web accessibility can benefit other individuals without disabilities. Web accessibility is designed to meet the needs of many different users and their situations. This flexibility can benefit individuals without...
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...INITIAL PUBLIC OFFER Initial Public Offering (IPO) is when an unlisted company makes either a fresh issue of securities or an offer for sale of its existing securities or both for the first time to the public. This paves way for listing and trading of the issuer’s securities. SPECAL 1.0 Book Building - About Book Building Book Building is basically a capital issuance process used in Initial Public Offer (IPO) which aids price and demand discovery. It is a process used for marketing a public offer of equity shares of a company. It is a mechanism where, during the period for which the book for the IPO is open, bids are collected from investors at various prices, which are above or equal to the floor price. The process aims at tapping both wholesale and retail investors. The offer/issue price is then determined after the bid closing date based on certain evaluation criteria. 1.1 The Process: • • • • • • • • The Issuer who is planning an IPO nominates a lead merchant banker as a 'book runner'. The Issuer specifies the number of securities to be issued and the price band for orders. The Issuer also appoints syndicate members with whom orders can be placed by the investors. Investors place their order with a syndicate member who inputs the orders into the 'electronic book'. This process is called 'bidding' and is similar to open auction. A Book should remain open for a minimum of 5 days. Bids cannot be entered less than the floor price. Bids can be revised by the bidder before...
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...Sub Section‐ I Issues by Indian Companies in India This sub‐section attempts to cover the basic concepts and questions related to issuance of securities by unlisted Indian companies1 offering the shares to public and by listed Indian companies2. For full particulars of laws governing primary markets, please refer to the Acts/Regulations/Guidelines appearing in the Legal Framework Section . FAQs are presented under following 12 broad headings. 1. Different kinds of issues 2. Types of offer documents 3. Issue requirements 4. Pricing of the issue 5. Understanding book building 6. Investment in Public/Rights issues 7. Categories of Investors 8. Intermediaries involved in the issue process 9. Guide to understand an offer document 10. SEBI’s role in an issue 11. New terms 12. Additional information 1 2 “Unlisted Company” means a company which is not a listed company. “Listed Company” means a company which has any of its securities offered through an offer document listed on a recognized stock exchange and also includes Public sector Undertakings whose securities are listed on a recognized stock exchange. 1 1. Different kinds of issues What are the different kinds of issues which can be made by an Indian company in India? Primarily, issues made by an Indian company can be classified as Public, Rights, Bonus and ...
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...SEBI GUIDELINES FOR BONUS ISSUE SEBI is playing a vital role in regulating capital markets. Offer Documents / Prospectus for almost all types of issues are sent to SEBI for their comments. SEBI has framed guidelines for all types of issues including Bonus Issue. In case of Bonus Issue, there is no offer document as there is no involvement of any consideration. No funds are coming into the corpus of the company. Therefore, companies are required to just follow the guidelines issued by SEBI. Companies are not required to take any specific approval from SEBI. Things to remember before considering Bonus Issue Bonus shares cannot be issued if the company has come out with any public / rights issue in the past 12 months. Bonus shares cannot be issued in lieu of Dividend. Bonus shares can be issued only out of free reserves (i.e. reserves not set apart for any specific purpose) built out of the genuine profits or share premium collected in cash only. Bonus shares cannot be issued out of the reserves created by revaluation of fixed assets. If the existing shares are partly paid up, the company cannot issue Bonus Shares. It will be appropriate to first make the shares fully paid up before issuing Bonus Shares. It should be ensured that the company has not defaulted in payment of interest or principal in respect of fixed deposits and interest on existing debentures or principal on redemption thereof and It should be ensured that the company has sufficient reason to believe that...
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...them props up. The most important regulators in Indian economy, i.e. SEBI and RBI are also seen in picture, day in or day out, issuing notices or warning signs to the parties concerned or related to this instrument. But the analysts associated with stock markets are not much concerned or bothered about this instrument. As some of them, don’t have any relationship with this instrument. Indeed, this instrument is much talked about when we name or see the Foreign Institutional Investors (FIIs). Although FIIs have contributed to the Indian economy, in more ways than one, but still they have not been able to earn the respect for themselves as they should be. RBI and SEBI, every now and then, are bothered about their activities and moves that might affect the economy and the markets adversely. The recently out, Lahiri Committee Report, also lays emphasis on participatory notes, its role and functioning. The question that arises in a person’s mind is that what is a participatory note, how it functions, and why is it famous for its notoriety, etc. We will try to seek the answers of the above said questions and various other aspects of participatory notes in the following discussion. What are participatory notes? In the magazine, Business World, dated December 15th, 2003, the feature on participatory note stated that, “The past month has seen our stock market regulator, the Securities and Exchange Board of India (SEBI), nervously rattling its...
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...Indian Depository Receipt means any instrument in the form of a depository receipt created by Domestic Depository in India against the underlying equity shares of issuing company. “Domestic Depository” means custodian of securities registered with SEBI and authorised by the issuing company to issue Indian Depository Receipts. Overseas Custodian Bank means a banking company which is established in a country outside India and has a place of business in India and acts as custodian for the equity shares of issuing company against which IDRs are proposed to be issued by having a custodial arrangement or agreement with the Domestic Depository or by establishing a place of business in India. Process involved in issue of India Depository Receipts (IDRs) The following flowchart describes the IDRs process : Issuing Company (company incorporated outside India delivers equity shares to Overseas Custodian) Overseas Custodian Bank (instructs Domestic Depository to issue depository receipts in respect of shares held) Domestic Depository (issues Depository Receipts to Indians against the equity shares of the company incorporated outside India) Indians (i.e. investors of IDR issue) Foreign shares being traded in Indian Exchanges in IDR form ADVANTAGES OF THE IDR Benefits to the Issuing Company • It provides access to a large pool of capital to the issuing capita. • It gives brand recognition in India to the issuing company. • It facilitates acquisitions in India. • Provides...
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...MODEL BYE-LAWS CHAPTER-4 CHAPTER - 4 LISTING OF SECURITIES 4. Listing of Securities A company, desirous of listing its securities on the Exchange, shall be required to file an application, in the prescribed form, with the Exchange before issue of Prospectus by the company, where the securities are issued by way of a prospectus or before issue of 'Offer for Sale', where the securities are issued by way of an offer for sale. The company shall be responsible to follow all the requirements specified in the Companies Act, the listing norms issued by SEBI from time to time and such other conditions, requirements and norms that may be in force from time to time and included hereafter in these Bye-laws and Regulations to make the security eligible to be listed and for continuous listing on the Exchange. 4.1 Applications in Respect of New Issues or Offers for Sale or Book-Building 4.1.1 Except when otherwise allowed by the Governing Board or Managing Director or Relevant Authority in any particular case and subject to compliance with such conditions as it or he may impose, tenders or applications for subscription or purchase or book-building in respect of any new issue or offer for sale of any security shall not be submitted unless the issuer or offerer offers to all a fair and equal opportunity for subscription or purchase and on the same terms as to brokerage to all the trading members and unless it is provided that all tenders and applications for subscription or purchase or book-building...
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...Investment Banking and Venture Capital Assignment No:-2 Regulation of Venture Capital By SEBI - What is Venture Capital? Venture Capital financing is a process whereby funds are pooled in for a period of around 10 years and investing it in venture capital undertakings for a period of 3 to 5 years with an expectation of high returns. To protect the funds of the investors against the risk of losses, venture capital fund provides its expertise, undertake advisory function. Venture Capital financing had been a popular source of funding in many countries and served as a lucrative bait to create a similar industry in India as well. Regulations of Venture Capital: VCF are regulated by the SEBI (Venture Capital Fund) Regulations, 1996. The regulation clearly states that any company or trust proposing to carry on activity of a VCF shall get a grant of certificate from SEBI. Section 12 (1B) of the SEBI Act also makes it mandatory for every domestic VCF to obtain certificate of registration from SEBI in accordance with the regulations. Hence there is no way that an Indian Venture Capital Fund can exist outside SEBI Regulations. However registration of Foreign Venture Capital Investors (FVCI) is not mandatory under the FVCI regulations. A VCF and registered FVCI enjoy several benefits: • No prior approval required from the Foreign Investment Promotion Board (FIPB) for making investments into Indian Venture Capital Undertakings (VCUs). • As...
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...------------------------------------------------- Regulators In India * Reserve Bank of India(RBI) * Securities Exchange Board in India(SEBI) * Insurance Regulatory Development Authority(IRDA) * Financial Intelligence Unit (FIU) * FSDC OVERVIEW A regulator is a public authority or government agency responsible for exercising autonomous authority over some area of human activity in a regulatory or supervisory capacity. An independent regulatory agency is a regulatory agency that is independent from other branches or arms of the government. Regulatory agencies deal in the area of administrative law—regulation or rulemaking (codifying and enforcing rules and regulations and imposing supervision or oversight for the benefit of the public at large). The existence of independent regulatory agencies is justified by the complexity of certain regulatory and supervisory tasks that require expertise, the need for rapid implementation of public authority in certain sectors, and the drawbacks of political interference. Some independent regulatory agencies perform investigations or audits, and some are authorized to fine the relevant parties and order certain measures. Regulatory agencies are usually a part of the executive branch of the government, or they have statutory authority to perform their functions with oversight from the legislative branch. Their actions are generally open to legal review. Regulatory authorities are commonly set up...
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...Capital market is one of the most important segments of the Indian financial system. It is the market available to the companies for meeting their requirements of the long-term funds. It refers to all the facilities and the institutional arrangements for borrowing and lending funds. In other words, it is concerned with the raising of money capital for purposes of making long-term investments. The market consists of a number of individuals and institutions (including the Government) that canalise the supply and demand for long -term capital and claims on it. The demand for long term capital comes predominantly from private sector manufacturing industries, agriculture sector, trade and the Government agencies. While, the supply of funds for the capital market comes largely from individual and corporate savings, banks, insurance companies, specialised financing agencies and the surplus of Governments. The Indian capital market is broadly divided into the gilt-edged market and the industrial securities market. ▪ The gilt-edged market refers to the market for Government and semi-government securities, backed by the Reserve Bank of India (RBI). Government securities are tradeable debt instruments issued by the Government for meeting its financial requirements. The term gilt-edged means 'of the best quality'. This is because the Government securities do not suffer from risk of default and are highly liquid (as they can be easily sold in the market at their current price). The open...
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...which is called as Stock Markets. This market enables participants who hold securities to adjust their holdings in response to their assessment of risk and return. They can also sell these securities as per their liquidity needs The securities market has three types of participants 1] issuer of securities 2] investors of securities 3] intermediaries. The issuer and investors are customers of the services rendered by the intermediaries. Those who receive funds in exchange of securities and those who receive securities in exchange of funds often need reassurance that it is safe to do so. This reassurance is provided by laws enforced by regulators. The four main legislations that govern the securities markets : 1. The SEBI Act 1992- which establishes SEBI to protect investors and...
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...the net mobilisation under equity schemes was only Rs. 7,247 crores, lower than in the previous year. May be, this is a temporary phenomenon reflecting the market realities and the scenario might change in the years to come. Yet, isn’t this a situation that needs to be analysed, lessons learnt and suitable measures taken ? Well, the industry has a challenge before it – a challenge to reach out to retail investors and to position the mutual fund products as a long term investment avenue for the household sector. This is an ongoing task, that we all have to undertake in a sustained manner. We extend our warm and cordial welcome to Mr. M. Damodaran, IAS, who has been appointed as Chairman of SEBI. We look forward to his guidance and support. Yours, A.P.Kurian Chairman May 5, 2005 SEBI UPDATE Circulars...
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...Financial Services | | | Financial Services AssignmentSubmitted to Prof. S. Shanbhag | Shashank Gupta (2013266) | 9/6/14 | Financial Services | | Q. What does the Government of India hope to achieve with the new draft RBI guidelines for the wealth management industry? What are the reasons behind introduction of the new regulations? A. Reserve bank of India’s guidelines for the wealth management industry prohibit banks from offering discretionary wealth management services to their customers, wherein a portfolio manager independently manages funds of individual customers and takes their investment decisions. The discretionary portfolio management service also includes portfolios broadly directed by the customer, or those wherein the customer gives a negative list of investment products at the time of opening the account so that the fund manager ensures that such investment products are not included in the portfolio. In case of non-discretionary services, the RBI allows banks to work through a separately identifiable department or division (SIDD) or a subsidiary. Such a subsidiary or SIDD would require to be registered with market regulator Securities and Exchange Board of India (SEBI) and comply with SEBI guidelines on providing these services, including the code of conduct, if any. There should be an arm’s length relationship between the bank and the subsidiary if the latter is offering wealth management services, the central bank said. RBI has also stated...
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...responsible for investing the gathered money into bonds, stocks, short-term money market instruments and/or other securities. Thus Mutual fund issues units to the investors and they become a shareholder or unit holder of the fund. The main advantage to mutual funds is that Investment in securities are diversified which minimizing risk & maximizing returns. In mutual funds profits or losses are shared by the investors in proportion to their investments. | | | | Regulatory Aspects Regulations for mutual funds were passed in 1993 by Securities and exchange Board of India (SEBI) Act. Any person proposing to set up mutual fund industry is required to be registered with SEBI. The role of SEBI is to regulate the securities market and to protect the interest of investors. SEBI has defined rules related to their credit evaluation policy, formation and administration of mutual funds and also guidelines for calculation of Net Asset Value, disclosure requirements, accounting norms for greater transparency. Current market scenario * First time in past four quarters Mutual Fund industry in India has recorded growth of 4% in quarterly average assets under management. * The rate of saving is 23 % in India. * Foreign based asset management companies are entering in the Indian markets. * Due to changing business and regulatory environment present scenario demands asset management companies, distributors and all service providers to re-examine their business models and...
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