For the purposes of presentation of the capital structure in the specified format, the lead merchant banker shall take into account the following:

Proposed issue amount = (Promoters' contribution in the proposed issue) + (firm allotment) + (offer through the offer document).

1. Offer through the offer document shall include net offer to the public and reservations to the permitted reserved categories and shall not include the promoters' contribution in the proposed issue and firm allotment.

2. Net offer to the public shall mean the offer made to Indian public and does not include reservations/firm allotments/ promoters' contribution.

1.  

   1. If any firm allotment has been made to any person(s) in the specified categories, no further application for subscription to the public issue from such person(s)excepting application from employee's category shall be entertained.

   2. where reservation has been made to specified category(ies), person(s) belonging to category(ies) except employees and shareholders categories shall not make an application in the ` net public offer' category.

2.  

   1. An applicant in the net public category cannot make an application for that number of securities exceeding the number of securities offered to the public.

   2. In the case of reserved categories, a single applicant in the reserved category can make an application for a number of security which exceeds the reservation.

3.  

   1. Any unsubscribed portion in any reserved category may be added to any other reserved category.

   2. The unsubscribed portion, if any, after such inter se adjustments amongst the reserved categories shall be added back to the net offer to the public.

4. In case of undersubscription in the net offer to the public portion, spill-over to the extent of undersubscription shall be permitted from the reserved category to the net public offer portion.

5. If any person to whom firm allotment is proposed to be made withdraws partially or fully from the offer made to him after filing of the prospectus with the Registrar of Companies, the extent of shares proposed to be allotted to such person, shall be taken up by the promoters and the subscription amount shall be brought in at least one day prior to the issue opening date.

6. The shares so acquired by promoters under sub-clause (e) above shall also be subject to a lock-in for a period of 3 years.

7. No buy-back or stand-by or similar arrangements shall be allowed with the persons for whom securities are reserved for allotment on a firm basis

Minimum Number of Share Applications and Application Money in public issue (Clause 8.6.1)

1. In case of public issue at par, the minimum number of shares for which an application is to be made, shall be fixed at 200 shares of face value of Rs.10/- each.

2. Where the public issue is at a premium or comprises security, whether convertible or non-convertible, or the public issue is of more than one security, the minimum application moneys payable in respect of each security by each applicant, shall not be less than Rs 2000/- irrespective of the size of premium subject to applications being for a multiple of tradeable lots;

3. The successful applicants shall be issued by the issuer company share certificates/ instruments for eligible number of shares in tradeable lots.

4. The minimum tradeable lot, in case of shares of face value of Rs.10/- each, shall at the option of the issuer/offeror, be fixed on the basis of offer price as given below: Provided that the maximum tradeable lot in any case shall not exceed 100 shares.

Offer Price per Share	Minimum Tradeable Lot
Up to Rs 100	100 Shares
Rs 101- Rs 400	50 Shares
More than Rs. 400	10 Shares




5. The minimum application moneys to be paid by an applicant along with the application money shall not be less than 25% of the issue price.

6. The minimum number of instruments for which an application has to be made shall be not less than the tradeable lot.

7. In case of an offer for sale, the entire amount payable on each instrument shall be brought in at the time of application.

Securities Issued to be Made Fully Paid Up (Clause 8.6.2)

1. If the subscription money is proposed to be received in calls, the calls shall be structured in such a manner that the entire subscription money is called within 12 months from the date of allotment.

2. If the investor fails to pay call money within 12 months the subscription money already paid may be forfeited.

3. If the issue size is above Rs.500 crores and is subject to monitoring requirement as per guidelines of this Chapter, it shall not be necessary to call the entire subscription money within 12 months.

1. No company shall make any further issue of capital in any manner whether by way of issue of bonus shares, preferential allotment, rights issue or public issue or otherwise, during the period commencing from the submission of offer document to the Board on behalf of the company for public or rights issues, till the securities referred to in the said offer document have been listed or application moneys refunded on account of non-listing or under-subscription, etc. (Clause 8.7.1)

2.  

   1. No company shall, pending conversion of Fully Convertible Debentures (FCDs) or Partly Convertible Debentures (PCDs), issue any shares by way of bonus or rights unless similar benefit is extended to the holders of such FCDs or PCDs, through reservation of shares in proportion to such convertible part of FCDs/PCDs.

   The share so reserved may be issued at the time of conversion(s) of such debentures on the same terms on which the bonus or rights issue was made.

3.  

   1. An issuer company shall not withdraw rights issue after announcement of recorddate in relation to such issue.

   2. In cases where the issuer has withdrawn the rights issue after announcing the record date, the issuer company shall not make an application for listing of any securities of the company for a minimum period of 12 months from the record date.

Provided that shares resulting from the conversion of PCDs/FCDs/Warrants issued prior to the announcing of the record date in relation to rights issue may be granted listing by the concerned Stock exchange(s).

Public Issues - (Clause: 8.8.1)

1. Subscription list for public issues shall be kept open for at least 3 working days and not more than 10 working days.

2. The public issue made by an infrastructure company, satisfying the requirements in Clause 2.4.1 (iii) of Chapter II may be kept open for a maximum period of 21 working days.

3. The period of operation of subscription list of public issue shall be disclosed in the prospectus.

Rights Issues (Clause 8.8.2)

Rights issues shall be kept open for at least 30 days and not more than 60 days.

If in a draft offer document submitted to the Board, a price band as per the provisions of clause 3.5.1 of Chapter III of these Guidelines is mentioned, suitable explanatory notes indicating the financial implications, if the price were to be fixed at different ranges within the price band approved by the company Board / General Body, shall be disclosed in the offer document.(Clause:8.9.1)

The quantum of issue whether through a rights or a public issue, shall not exceed the amount specified in the prospectus/ letter of offer. Provided that an oversubscription to the extent of 10% of the net offer to public is permissible for the purpose of rounding off to the nearer multiple of 100 while finalising the allotment. (Clause: 8.10.1)

The issuers have the option to have a public issue underwritten by the underwriter. In respect of every underwritten issue, the lead merchant banker(s) shall accept a minimum underwriting obligation of 5% of the total underwriting commitment or Rs.25 lacs whichever is less. (Clauses 8.11.1, 8.11.2)

The Lead Merchant Banker shall ensure that the particulars as per audited statements contained in the offer document are not more than 6 months old from issue opening date. In respect of a Government company making a public issue, the auditors report in the prospectus shall not be more than six months old as on the date of filing of the prospectus with the Registrar of Companies or the Stock Exchange as the case may be.(Clauses: 8.12.1 & 8.12.2)

The merchant bankers shall appoint a senior officer as Compliance Officer to ensure that all Rules, Regulations, Guidelines, Notifications etc. issued by the Board, the Government of India, and other regulatory organizations are complied with. The Compliance Officer shall co-ordinate with regulatory authorities in various matters and provide necessary guidance as also ensure compliance internally. The Compliance Officer shall also ensure that observations made/ deficiencies pointed out by the Board do not recur.

The issuer shall not offer any incentives to the prospective investors by way of medical insurance scheme, lucky draw, prizes, etc.

The lead manager shall ensure adequate disclosures in the offer document, more particularly relating to the terms and conditions, redemption, security, conversion and any other relevant features of any new financial instruments such as Deep Discount Bonds, Debentures with Warrants, Secured Premium Notes etc.

Whenever FCDs are issued bearing interest at a rate less than the Bank Rate, the offer document shall contain disclosures about the price that would work out to the investor, taking into account the notional interest loss on the investment from the date of allotment of FCDs to the date(s) of conversions).

In case of issues exceeding Rs.500 crores, the issuer shall make arrangements for the use of proceeds of the issue to be monitored by one of the financial institutions. A copy of the monitoring report as per the format specified at Schedule-XIX, shall be filed with the Board by the said monitoring agency, on a half yearly basis, till the completion of project, for the purposes of record.(Clauses 8.17.1 & 8.17.2)

Any safety net scheme or buy-back arrangements of the shares proposed in any public issue shall be finalised by issuer company with the lead merchant banker in advance and disclosed in the prospectus. Such buy back or safety net arrangements shall be made available only to all original resident individual allottees. Such buy back or safety net facility shall be limited upto a maximum of 1000 shares per allottee and the offer shall be valid at least for a period of 6 months from the last date of despatch of securities. The financial capacity of the person making available buy back or safety net facility shall be disclosed in the draft prospectus.(Clauses: 8.18.1, 8.18.2, 8.18.3 & 8.18.4)

The issuer company may utilise funds collected against rights issues after satisfying designated stock exchange that minimum 90% subscription has been received.)

The Lead merchant Banker shall incorporate a statement in the offer document and in the application form to the effect that the investors have an option to either receive securities in the form of physical certificates or hold them in a dematerialised form.

An issue shall open within 3 months from the date of issuance of the observation letter by the Board, if any or within 3 months from the 22nd day from the date of filing of the draft offer document with the Board, if no observation letter is issued.(Clause: 8.21.1). Provided that nothing in this clause shall apply to shelf prospectus

Change of Denomination - Presentation of Financials (Clause: 8.21.2)

In case of change in standard denomination of equity shares, the compliance with the following shall be ensured while making disclosure in the offer document:-

1. all the financial data affected by the change in denomination of shares shall be clearly and unambiguously presented in the offer document.

2. comparison of financial ratios representing value per share and comparison of stock market data in respect of price and volume of securities shall be clearly and unambiguously presented in the offer document.

3. the capital structure incorporated in the offer document shall be clearly presented giving all the relevant details pertaining to the change in denomination of the shares.