Bajaj Holding

About Offer For Sale

The Securities and Exchange Board of India (SEBI) by a circular no CIR/MRD/DP/ 04 /2013 dated 25th January 2013 and CIR/MRD/DP/ 18 /2012 dated 18 July 2012, has permitted the Stock Exchanges to provide a separate window, i.e. apart from the existing trading system for the normal market segment, to facilitate Promoters of listed companies to dilute/offload their holding in listed companies in a transparent manner with wider participation. Further, SEBI vide its circular dated CIR/MRD/DP/ 24 /2014 has expanded the framework of Offer for Sale (OFS) of shares through stock exchange mechanism as follows:

1. Eligibility

(a) ExchangesThe facility of offer for sale of shares shall be available on BSE Ltd (BSE) and National Stock Exchange (NSE).

(b) Sellersi. All promoter(s)/ promoter group entities of such companies that are eligible for trading and are required to increase public shareholding to meet the minimum public shareholding requirements in terms Rule 19(2)(b) and 19A of Securities Contracts (Regulation) Rules, 1957 (SCRR), read with clause 40A (ii) (c) of Listing Agreement.

ii. Any non-promoter shareholder of eligible companies holding at least 10% of share capital may also offer shares through the OFS mechanism.

iii. In case a non-promoter shareholder offers shares through the OFS mechanism, promoters/ promoter group entities of such companies may participate in the OFS to purchase shares subject to compliance with applicable provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 and SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

iv. All promoters/promoter group entities of top 200 companies by market capitalisation in any of the last four completed quarters, market capitalisation being calculated as average market capitalisation in a quarter. For (i) and (ii) above, the promoter/promoter group entities should not have purchased and/or sold the shares of the company in the 12 weeks period prior to the offer and they should undertake not to purchase and/or sell shares of the company in the 12 weeks period after the offer. However, within the cooling off period of +12 weeks, the promoter(s)/promoter group entities can offer their shares only through OFS/ Institutional Placement Programme (IPP) with a gap of 2 weeks between successive offers. The above shall also be applicable on promoter(s) /promoter group entities who have already offered their shares through OFS/IPP.

(c) Buyers i. All investors registered with the brokers of the aforementioned stock exchanges other than the promoter(s)/ promoter group entities.

ii. In case a non-promoter shareholder offers shares through the OFS mechanism, promoters/ promoter group entities of such companies may participate in the OFS to purchase shares subject to compliance with applicable provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 and SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

2. Definitionsa) "Single Clearing Price" is the price at which the shares are allocated to the successful bidders in a proportionate basis methodology.

b) "Multiple Clearing Prices" are the prices at which the shares are allocated to the successful bidders in a price priority methodology.

c) Indicative Price is the volume weighted average price of all the valid bids.

d) "Floor Price" is the minimum price at which the seller intends to sell the shares.

3. Size of Offer for sale of sharesThe size of the offer shall be a minimum of Rs. 25 crores. However, size of offer can be less than Rs. 25 crores so as to achieve minimum public shareholding in a single tranche.

4. Advertisement and offer expensesa) Advertisements about the offer for sale of shares through stock exchange(s) , if any, shall be made after the

announcement/ notice of the offer for sale of shares to the stock exchanges in accordance with para 5 (b) below and its contents shall be restricted to the contents of the notice as given to the stock exchange under Para 5 (b).

b) All expenses relating to offer for sale of shares through stock exchange(s) shall be borne by the seller(s).

5. Operational Requirements

(a) Appointment of BrokerThe Seller(s) will appoint broker(s) for this purpose. The Seller's broker(s) may also undertake transactions on behalf of eligible buyers.

(b) Contents of the announcement/ Notice of the Offer for sale of shares

Seller(s) shall announce the intention of sale of shares at least one clear trading day prior (on T-2 day, T being the day of OFS issue) to the opening of offer latest by 5 pm, along with the following information:

i. Name of the Seller(s) i.e. Promoters/Promoter group entities/ Non-Promoter shareholder and the name of the company whose shares are proposed to be sold.

ii. Name of the Exchange(s) where the orders shall be placed. In case orders are to be placed on both BSE and NSE, one of them shall be declared as the Designated Stock Exchange ("DSE").

iii. Date and time of the opening and closing of the offer.

iv. Allocation methodology i.e. either on a price priority (multiple clearing prices) basis or on a proportionate basis at a single clearing price..

v. Number of shares being offered for sale.

vi. The maximum number of shares that the seller may choose to sell over and above the offer made at point (v) above. The name of the broker(s) on behalf of the seller(s).

vii. The date and time of the declaration of floor price, if the seller(s) chooses to announce it to the market. Alternatively, a declaration to the effect that the floor price will be submitted to the DSE in a sealed envelope that shall be disclosed post closure of the offer.

viii. Conditions, if any, for withdrawal or cancellation of the offer.

(c) Floor pricei. In case the seller chooses to disclose the floor price, the seller(s) shall declare it after the close of trading hours and before the close of business hours of the exchanges on T-1 day else the seller(s) shall give the floor price in a sealed envelope to DSE before the opening of the offer. (T day being the day of the offer for sale).

ii. The floor price if not declared to the market, shall not be disclosed to anybody, including the selling broker(s). Sealed envelope shall be opened by the DSE after the closure of the offer for sale and the floor price suitably disseminated to the market.

(d) Timelinesi. The duration of the offer for sale shall be as per the trading hours of the secondary market and shall not exceed one trading day.

ii. Orders shall be placed during trading hours.

(e) Order Placementi. A separate window for the purpose of sale of shares through OFS shall be created.

ii. The following orders shall be valid in the OFS window:

1. Every bid/order for an Institutional Investor should be backed by 100% (Upfront) Cash Margin of the bid amount or 0% Margin (No Margin).

2. Every bid/order for a Retail Investor (RI) and Non Institutional Investor (NII) should be backed by 100% (Full) Cash Margin.

a. Minimum 10% of the offer size shall be reserved for Retail Investors. For this purpose, Retail Investor shall mean an individual investor who places bids for shares of total value of not more than Rs. 2 lakhs aggregated across the exchanges. If the cumulative bid value across exchanges exceeds Rs.2 lakhs in the retail category, such bids shall be rejected.

b. Individual retail investors shall have the option to bid in the Retail Category (RI) and the general category i.e Non Institutional Investor (NII). However, if the cumulative bid value of such investors exceeds Rs.2 lakhs, the bids in the retail category shall become ineligible.

3. Every order/ bid placed for 100% (Upfront) Cash Margin shall be validated against the cash deposit in OFS segment.

iii. Cumulative bid quantity shall be made available online to the market throughout the trading session at specific intervals in respect of orders with 100% upfront margin and separately in respect of orders placed without any upfront margin. Indicative price shall be disclosed to market throughout the trading session. The indicative price shall be calculated based on all valid bids/orders.

iv. If the security has a price band in the normal segment, the same shall not apply for the orders placed in the offer for sale. Stock specific tick size as per the extant practice in normal trading session shall be made applicable for this window.

v. In case of shares under offer for sale, the trading in the normal market shall also continue. However, in case of market closure due to the incidence of breach of 'Market wide index based circuit filter', the offer for sale shall also be halted.

vi. Only limit orders/ bids shall be permitted.

vii. Multiple orders from a single buyer shall be permitted.

viii. In case floor price is disclosed, orders/ bids below floor price shall not be accepted.

6. Risk Managementi. Clearing Corporation shall collect 100% margin in cash from non-institutional investors. In case of institutional investors who place orders/bids with 100% of margin upfront, custodian confirmation shall be within trading hours. In case of institutional investors who place orders without upfront margin, custodian confirmation shall be as per the existing rules for secondary market transactions. The funds collected shall neither be utilized against any other obligation of the trading member nor co-mingled with other segments.

ii. In case of order/bid modification or cancellation, such funds shall be released/ collected on a real time basis by clearing corporation.

iii. The seller(s) shall deposit the entire quantity of shares offered for sale including the additional shares disclosed at Para 5(b)(vi) as pay-in with the clearing corporation/clearing house of DSE prior to the commencement of the offer. No other margin shall be charged on the seller(s).

7. AllocationI. Minimum of 25% of the shares offered shall be reserved for mutual funds and insurance companies, subject to allocation methodology. Any unsubscribed portion thereof shall be available to the other bidders.

II. The orders shall be cumulated by the DSE immediately on close of the offer. Based on the methodology for allocation to be followed as disclosed in the notice, the DSE shall draw up the allocation. i.e. either on a price priority (multiple prices) basis or on a proportionate basis at a single clearing price.

III. No allocation will be made in case of order/ bid is below floor price.

IV. No single bidder other than mutual funds and insurance companies shall be allocated more than 25% of the size of offer for sale.

V. The allocation details shall be shared by the DSE with the other exchange after the allocation is crystallized.VI. Minimum 10% of the offer size shall be reserved for retail investors.

8. (i) Settlementa. The allocation and the obligations resulting thereof shall be intimated to the brokers on T day.

b. Settlement shall take place on trade for trade basis. For non-institutional orders/bids and for institutional orders with 100% margin, settlement shall take place on T+1 day. In case of orders/bids of institutional investors with no margin, settlement shall be as per the existing rules for secondary market.

c. Funds collected from the bidders who have not been allocated shares shall be released after the download of the obligation.

d. On T+1 day, to the extent of obligation determined, the clearing Corporation/ Clearing house of DSE shall transfer such number of shares to the clearing corporation/clearing house of the other stock exchange, without consideration of money. Excess shares, if any, shall be returned to seller broker(s).The direct credit of shares shall be given to the demat account of the successful bidder provided such manner of credit is indicated by the broker/bidder.

(ii) Handling of default in pay-ina. In case of default in pay-in by any investor, 10% of the order value shall be charged as penalty from the investor and collected from the broker. This amount shall be credited to the Investor Protection Fund of the stock exchange.

b. The price at which allotments have been made based on the allocation on T day shall not be revised as a result of any default in pay-in.

c. Issuer shall have the option to cancel in full or conclude the offer.

d. Allotment details after settlement shall also be disseminated by the exchange.

e. Allocation details after settlement shall be consolidated by the DSE and excess shares, if any, shall be returned by the respective Clearing Corporation/ Clearing house to the seller(s) broker(s).

f. Settlement Guarantee Fund shall not be available for OFS through stock exchange mechanism.

9. Issuance of Contract NotesThe brokers shall be required to issue contracts note to its clients based on the allotment price and quantity in terms of conditions specified by the exchange.

10. Withdrawal of offerThe offer for sale may be withdrawn prior to its proposed opening. In such a case there will be a cooling off period of 10 trading days from the date of withdrawal before an offer is made once again. The stock exchange(s) shall suitably disseminate details of such withdrawal.

11. Cancellation of offerCancellation of offer shall not be permitted during the bidding period. If the seller(s) fails to get sufficient demand at or above the floor price, he may choose to either conclude the offer or cancel it in full. The seller may also choose to conclude the offer or cancel it in full, in case of defaults in settlement obligation.

SEBI Circulars Date of circular Download

Review of Offer for Sale (OFS) of Shares through Stock Exchange Mechanism 26.06.2015

Modification to Offer for Sale (OFS) of Shares through stock exchange mechanism 01.12.2014

Expanding the framework of Offer for Sale (OFS) of Shares through stock exchange mechanism 08.08.2014

Comprehensive guidelines on Offer For Sale (OFS) of Shares by Promoters through the Stock Exchange Mechanism. 30.05.2013

Comprehensive guidelines on Offer For Sale (OFS) of Shares by Promoters through the Stock Exchange 25.01.2013

Mechanism

Comprehensive guidelines on Offer For Sale (OFS) of Shares by Promoters through the Stock Exchange Mechanism 18.07.2012

Offer For Sale of Shares by Promoters through the Stock Exchange Mechanism - Clarification 27.02.2012

Offer For Sale of Shares by Promoters through the Stock Exchange Mechanism 23.02.2012

Offer For Sale of Shares by Promoters through the Stock Exchange Mechanism 01.02.2012

Exchange Guidelines

Guidelines Subject Date of circular

Revised Comprehensive Modified Guidelines for Bidding in Offer for Sale (OFS) Segment 02.07.2015

Comprehensive Modified Guidelines for Bidding in Offer for Sale (OFS) Segment 22.01.2015

Comprehensive Amended Guidelines OFS Segment 02.09.2014

Comprehensive Guidelines for Bidding in Offer for Sale (OFS) Segment 29.01.2013

Comprehensive Guidelines for Bidding in Offer for Sale (OFS) Segment 27.07.2012

Guidelines for Bidding in Offer for Sale Segment 28.02.2012

Guidelines for Offer for Sale through the Stock Exchange Mechanism

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CIRCULAR CIR/MRD/DP/ 31 /2014 December 01, 2014 To All Stock Exchanges Dear Sir / Madam, Sub: Modification to Offer for Sale (OFS) of Shares through stock exchange mechanism 1. Comprehensive guidelines on sale of shares through Offer for Sale mechanism were issued vide circular no CIR/MRD/DP/18/2012 dated July 18, 2012. These guidelines have been modified vide circulars dated CIR/MRD/DP/04/2013 dated January 25, 2013, CIR/MRD/DP/17/2013 dated May 30, 2013 and CIR/MRD/DP/ 24 /2014 dated August 08, 2014.

2. To make it easier for retail investors to participate in OFS, it has been decided that seller may give an option to retail investors to place their bid at cut-off price in addition to placing price bids. In order to do so, following conditions shall be applicable:

2.1. Where option for bidding at cut-off price is given, 2.1.1. Sellers shall mandatorily announce floor price latest by 5 pm on T-1 day to stock exchange.

2.1.2. Exchanges will decide upon the quantity of shares eligible to be considered as retail bids, based upon the floor price declared by the seller

2.1.3. there shall be no indicative price for the retail portion of OFS

2.2. Retail investors may enter a price bid or opt for bidding at cut-off price.

2.3. Margin for bids placed at cut-off price shall be at the floor price and for price bids at the value of the bid.

2.4. Allocation to retail investors shall be made based on the cut-off price determined in the non-retail category.

2.5. Seller may offer discount to retail investors on the said cut off price.


2.6. Retail bids below the cut-off price shall be rejected. Retail bids at cut-off price shall be allocated on proportionate basis in case of over subscription.

2.7. Any unsubscribed portion of retail category after allotment shall be eligible for allocation in the non-retail category.

3. In partial modification to earlier circular, in respect of bids in the retail category, clearing corporation shall collect margin to the extent of 100% of order value in cash or cash equivalents. Pay-in and pay-out for retail bids shall take place as per normal secondary market transactions.

4. Para 5 and para 6 of OFS circular dated July 18, 2012 and para 3.8 & 3.12 of OFS circular dated August 08, 2014 stand accordingly modified. All other conditions for sale of shares through OFS framework contained in the circulars CIR/MRD/DP/18/2012 dated July 18, 2012, CIR/MRD/DP/04/2013 dated January 25, 2013, CIR/MRD/DP/17/2013 dated May 30, 2013 and dated August 08, 2014 remain unchanged.

5. Stock Exchanges are advised to:

5.1. take necessary steps and put in place necessary systems for implementation of above. 5.2. make necessary amendments to the relevant bye-laws, rules and regulations for the implementation of the above decision.

5.3. bring the provisions of this circular to the notice of the member brokers of the stock exchange to also to disseminate the same on their website.

6. This circular is being issued in exercise of powers conferred under Section 11 (1) of the Securities and Exchange Board of India Act, 1992 to protect the interests of investors in securities and to promote the development of, and to regulate the securities market.

Yours faithfully, Maninder Cheema Deputy General Manager Email: [email protected]

mailto:[email protected]


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CIRCULAR CIR/MRD/DP/04/2013 January 25, 2013 To, The Managing Director and CEO, The Managing Director BSE Limited. National Stock Exchange of India Ltd. Dear Sir / Madam, Sub: Comprehensive guidelines on Offer For Sale (OFS) of Shares by Promoters through the Stock Exchange Mechanism. 1. Comprehensive guidelines on sale of shares through OFS mechanism were issued vide circular no CIR/MRD/DP/18/2012 dated July 18, 2012. Based on past experience of sale of shares through OFS, the mechanism of OFS has been found to be useful by market participants and popular for offloading shares of promoters in listed companies in order to achieve minimum public shareholding. With the deadline of June 2013 to achieve minimum public shareholding approaching, to encourage promoters to offload their shares through OFS route and based on market feedback, it has been decided to modify the OFS framework to make it more economical, efficient and transparent.

2. The aforesaid circular is amended as under:

2.1. Para 1 (b) (ii) shall be replaced by the following:

All promoters/promoter group entities of top 100 companies by market capitalisation in any of the last four completed quarters, market capitalisation being calculated as average market capitalisation in a quarter. 2.2. Para 2(c) shall be replaced by the following:

Indicative Price is the volume weighted average price of all the valid bids. 2.3. Para 5(d) (ii) shall be replaced by the following:

Orders shall be placed during trading hours. 2.4. Para 5 (d) (iii) shall be omitted.

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2.5. Para 5(e) (i) shall be replaced by the following:

A separate window for the purpose of sale of shares through OFS shall be created. The following orders shall be valid in the OFS window: A. Orders with 100% of margin paid upfront by institutional investors and non-institutional investors. Such orders can be modified or canceled at any time during the trading hours.

B. Orders without paying upfront margin by institutional investors only. Such orders cannot be modified or cancelled by the investors or stock brokers, except for making upward revision in the price or quantity. 2.6. Para 5 (e) (ii) shall be replaced by the following:

Cumulative bid quantity shall be made available online to the market throughout the trading session at specific intervals in respect of orders with 100% upfront margin and separately in respect of orders placed without any upfront margin. Indicative price shall be disclosed to market throughout the trading session. The indicative price shall be calculated based on all valid bids/orders. 2.7. Para 6 (a) shall be replaced by the following:

Clearing Corporation shall collect 100% margin in cash from non-institutional investors. In case of institutional investors who place orders/bids with 100% of margin upfront, custodian confirmation shall be within trading hours. In case of institutional investors who place orders without upfront margin, custodian confirmation shall be as per the existing rules for secondary market transactions. The funds collected shall neither be utilized against any other obligation of the trading member nor co-mingled with other segments. 2.8. Para 6 (b) shall be replaced by the following:

In case of order/bid modification or cancellation, such funds shall be released/ collected on a real time basis by clearing corporation. 2.9. Para 8 (i) (b) shall be replaced by the following:

Settlement shall take place on trade for trade basis. For non-institutional orders/bids and for institutional orders with 100% margin, settlement shall take place on T+1 day. In case of

orders/bids of ¼ããÀ¦ããè¾ã ¹ãÆãä¦ã¼ãîãä¦ã ‚ããõÀ ãäÌããä¶ã½ã¾ã ºããñ¡Ã Securities and Exchange Board of India Page 3 of 3

institutional investors with no margin, settlement shall be as per the existing rules for secondary market. 2.10. Para 8 (ii) (a) shall be replaced by the following:

In case of default in pay-in by any investor, 10% of the order value shall be charged as penalty from the investor and collected from the broker. This amount shall be credited to the Investor Protection Fund of the stock exchange. 3. All other conditions for sale of shares through OFS framework shall be as per SEBI circular CIR/MRD/DP/18/2012 dated July 18, 2012.

4. Stock Exchanges are directed to:

4.1. take necessary steps and put in place necessary systems for implementation of the above. 4.2. make necessary amendments to the relevant bye-laws, rules and regulations for the implementation of the above decision.




mailto:[email protected]


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CIRCULAR CIR/MRD/DP/04/2013 January 25, 2013 To, The Managing Director and CEO, The Managing Director BSE Limited. National Stock Exchange of India Ltd. Dear Sir / Madam, Sub: Comprehensive guidelines on Offer For Sale (OFS) of Shares by Promoters through the Stock Exchange Mechanism. 1. Comprehensive guidelines on sale of shares through OFS mechanism were issued vide circular no CIR/MRD/DP/18/2012 dated July 18, 2012. Based on past experience of sale of shares through OFS, the mechanism of OFS has been found to be useful by market participants and popular for offloading shares of promoters in listed companies in order to achieve minimum public shareholding. With the deadline of June 2013 to achieve minimum public shareholding approaching, to encourage promoters to offload their shares through OFS route and based on market feedback, it has been decided to modify the OFS framework to make it more economical, efficient and transparent.

2. The aforesaid circular is amended as under:

2.1. Para 1 (b) (ii) shall be replaced by the following:

All promoters/promoter group entities of top 100 companies by market capitalisation in any of the last four completed quarters, market capitalisation being calculated as average market capitalisation in a quarter. 2.2. Para 2(c) shall be replaced by the following:

Indicative Price is the volume weighted average price of all the valid bids. 2.3. Para 5(d) (ii) shall be replaced by the following:

Orders shall be placed during trading hours. 2.4. Para 5 (d) (iii) shall be omitted.

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2.5. Para 5(e) (i) shall be replaced by the following:

A separate window for the purpose of sale of shares through OFS shall be created. The following orders shall be valid in the OFS window: A. Orders with 100% of margin paid upfront by institutional investors and non-institutional investors. Such orders can be modified or canceled at any time during the trading hours.

B. Orders without paying upfront margin by institutional investors only. Such orders cannot be modified or cancelled by the investors or stock brokers, except for making upward revision in the price or quantity. 2.6. Para 5 (e) (ii) shall be replaced by the following:

Cumulative bid quantity shall be made available online to the market throughout the trading session at specific intervals in respect of orders with 100% upfront margin and separately in respect of orders placed without any upfront margin. Indicative price shall be disclosed to market throughout the trading session. The indicative price shall be calculated based on all valid bids/orders. 2.7. Para 6 (a) shall be replaced by the following:

Clearing Corporation shall collect 100% margin in cash from non-institutional investors. In case of institutional investors who place orders/bids with 100% of margin upfront, custodian confirmation shall be within trading hours. In case of institutional investors who place orders without upfront margin, custodian confirmation shall be as per the existing rules for secondary market transactions. The funds collected shall neither be utilized against any other obligation of the trading member nor co-mingled with other segments. 2.8. Para 6 (b) shall be replaced by the following:

In case of order/bid modification or cancellation, such funds shall be released/ collected on a real time basis by clearing corporation. 2.9. Para 8 (i) (b) shall be replaced by the following:

Settlement shall take place on trade for trade basis. For non-institutional orders/bids and for institutional orders with 100% margin, settlement shall take place on T+1 day. In case of

orders/bids of ¼ããÀ¦ããè¾ã ¹ãÆãä¦ã¼ãîãä¦ã ‚ããõÀ ãäÌããä¶ã½ã¾ã ºããñ¡Ã Securities and Exchange Board of India Page 3 of 3

institutional investors with no margin, settlement shall be as per the existing rules for secondary market. 2.10. Para 8 (ii) (a) shall be replaced by the following:

In case of default in pay-in by any investor, 10% of the order value shall be charged as penalty from the investor and collected from the broker. This amount shall be credited to the Investor Protection Fund of the stock exchange. 3. All other conditions for sale of shares through OFS framework shall be as per SEBI circular CIR/MRD/DP/18/2012 dated July 18, 2012.

4. Stock Exchanges are directed to:

4.1. take necessary steps and put in place necessary systems for implementation of the above. 4.2. make necessary amendments to the relevant bye-laws, rules and regulations for the implementation of the above decision.




¼ããÀ¦ããè¾ã ¹ãÆãä¦ã¼ãîãä¦ã ‚ããõÀ ãäÌããä¶ã½ã¾ã ºããñ¡ÃSecurities and Exchange Board of IndiaCIRCULARCIR/MRD/DP/ 18 /2012 July 18, 2012The Managing Director and CEO The Managing DirectorBombay Stock Exchange Limited National Stock Exchange of India Ltd.Phiroze Jeejeebhoy Towers, Exchange Plaza, Bandra Kurla Complex,Dalal Street, Bandra (E),Mumbai - 400001 Mumbai - 400 051Dear Sir,Sub: Comprehensive guidelines on Offer For Sale (OFS) of Shares by Promoters throughthe Stock Exchange MechanismThis has reference to circular no. CIR/MRD/DP/05/2012 dated February 1, 2012,CIR/MRD/DP/07/2012 dated February 23, 2012 and CIR/MRD/DP/8/2012 dated February 27,2012 on the captioned subject.Several representations/suggestions have been received from the market participants on fewprovisions of the above circulars. After due examination and deliberation with the marketparticipants it has been decided to replace the procedures and instructions contained in theaforementioned circulars by the following:1. Eligibility(a) ExchangesThe facility of offer for sale of shares shall be available on Bombay Stock Exchange(BSE) and National Stock Exchange (NSE).(b) Sellers(i) All promoter(s)/ promoter group entities of such companies that are eligible fortrading and are required to increase public shareholding to meet the minimumpublic shareholding requirements in terms Rule 19(2)(b) and 19A of SecuritiesContracts (Regulation) Rules, 1957 (SCRR), read with clause 40A (ii) (c) ofListing Agreement.

¼ããÀ¦ããè¾ã ¹ãÆãä¦ã¼ãîãä¦ã ‚ããõÀ ãäÌããä¶ã½ã¾ã ºããñ¡ÃSecurities and Exchange Board of India(ii) All promoter(s)/ promoter group entities of top 100 companies based on averagemarket capitalization of the last completed quarter.For (i) and (ii) above, the promoter/promoter group entities should not have purchasedand/or sold the shares of the company in the 12 weeks period prior to the offer and theyshould undertake not to purchase and/or sell shares of the company in the 12 weeksperiod after the offer. However, within the cooling off period of +12 weeks, thepromoter(s)/promoter group entities can offer their shares only through OFS/ InstitutionalPlacement Programme (IPP) with a gap of 2 weeks between successive offers.The above shall also be applicable on promoter(s) /promoter group entities who havealready offered their shares through OFS/IPP.(c) BuyersAll investors registered with the brokers of the aforementioned stock exchanges otherthan the promoter(s)/ promoter group entities.

2. Definitions(a) "Single Clearing Price” is the price at which the shares are allocated to the successfulbidders in a proportionate basis methodology.(b) “Multiple Clearing Prices” are the prices at which the shares are allocated to thesuccessful bidders in a price priority methodology.(c) “Indicative Price” is the volume weighted average price of all the valid/confirmed bids(d) “Floor Price” is the minimum price at which the seller intends to sell the shares.3. Size of Offer for sale of sharesThe size of the offer shall be a minimum of ` 25 crores. However, size of offer can be lessthan ` 25 crores so as to achieve minimum public shareholding in a single tranche.4. Advertisement and offer expenses(a) Advertisements about the offer for sale of shares through stock exchange(s) , if any,shall be made after the announcement/ notice of the offer for sale of shares to the stock

¼ããÀ¦ããè¾ã ¹ãÆãä¦ã¼ãîãä¦ã ‚ããõÀ ãäÌããä¶ã½ã¾ã ºããñ¡ÃSecurities and Exchange Board of Indiaexchanges in accordance with para 5 (b) below and its contents shall be restricted to thecontents of the notice as given to the stock exchange under Para 5 (b)(b) All expenses relating to offer for sale of shares through stock exchange(s) shall be borneby the seller(s).5. Operational Requirements(a) Appointment of BrokerThe Seller(s) will appoint broker(s) for this purpose. The Seller’s broker(s) may alsoundertake transactions on behalf of eligible buyers.(b) Contents of the announcement/ Notice of the Offer for sale of sharesSeller(s) shall announce the intention of sale of shares at least one clear trading dayprior to the opening of offer, along with the following information:(i) Name of the seller(s) (promoter/ promoter group) and the name of the companywhose shares are proposed to be sold.(ii) Name of the Exchange(s) where the orders shall be placed. In case orders are tobe placed on both BSE and NSE, one of them shall be declared as the DesignatedStock Exchange (“DSE”).(iii) Date and time of the opening and closing of the offer.(iv) Allocation methodology i.e. either on a price priority (multiple clearing prices) basisor on a proportionate basis at a single clearing price.(v) Number of shares being offered for sale.(vi) The maximum number of shares that the seller may choose to sell over and abovethe offer made at point (v) above. The name of the broker(s) on behalf of theseller(s).(vii) The date and time of the declaration of floor price, if the seller(s) chooses toannounce it to the market. Alternatively, a declaration to the effect that the floorprice will be submitted to the DSE in a sealed envelope that shall be disclosed postclosure of the offer.(viii) Conditions, if any, for withdrawal or cancellation of the offer.

¼ããÀ¦ããè¾ã ¹ãÆãä¦ã¼ãîãä¦ã ‚ããõÀ ãäÌããä¶ã½ã¾ã ºããñ¡ÃSecurities and Exchange Board of India

(c) Floor price(i) In case the seller chooses to disclose the floor price, the seller(s) shall declare itafter the close of trading hours and before the close of business hours of theexchanges on T-1 day else the seller(s) shall give the floor price in a sealedenvelope to DSE before the opening of the offer. (T day being the day of the offerfor sale)(ii) The floor price if not declared to the market, shall not be disclosed to anybody,including the selling broker(s).(iii) Sealed envelope shall be opened by the DSE after the closure of the offer for saleand the floor price suitably disseminated to the market.(d) Timelines(i) The duration of the offer for sale shall be as per the trading hours of the secondarymarket and shall not exceed one trading day.(ii) The placing of orders and funds on the exchange system shall take place onlyduring trading hours.(iii) In case of institutional trades, the custodians shall conclude the confirmation ofbids with the available funds not later than the end of the half an hour post closesession.(e) Order Placement(i) A separate window for the purpose of offer for sale of shares shall be created bystock exchanges. Modification/ Cancellation of orders/ bids will be allowed duringthe duration of the offer only for bids for which 100% upfront margin has beenreceived. However, modification/ cancellation of orders/ bids shall not be allowedduring the last 60 minutes of the duration of the offer.(ii) Cumulative orders/ bid quantity information shall be made available online by theexchanges at specific time intervals. The indicative price shall be disclosed by theexchanges only during the last 60 minutes of the duration of the offer for sale.(iii) If the security has a price band in the normal segment, the same shall not apply forthe orders placed in the offer for sale. Stock specific tick size as per the extantpractice in normal trading session shall be made applicable for this window.

¼ããÀ¦ããè¾ã ¹ãÆãä¦ã¼ãîãä¦ã ‚ããõÀ ãäÌããä¶ã½ã¾ã ºããñ¡ÃSecurities and Exchange Board of India(iv) In case of shares under offer for sale, the trading in the normal market shall alsocontinue. However, in case of market closure due to the incidence of breach of‘Market wide index based circuit filter’, the offer for sale shall also be halted.(v) Only limit orders/ bids shall be permitted.(vi) Multiple orders from a single buyer shall be permitted.(vii) In case floor price is disclosed, orders/ bids below floor price shall not be accepted.6. Risk Management(a) Clearing Corporation/ Clearing house shall collect 100% of the order value in cash fromnon-institutional investors at the order level for every buy order/ bid. Institutionalinvestors shall have an option to pay either 25% of the order value or 100% of the ordervalue in cash at the order level for every buy order/ bid to the Clearing Corporation/Clearing house. Such funds shall neither be utilized against any other obligation of thetrading member nor co-mingled with other segments.(b) Modification/ Cancellation of orders/ bids will be allowed only for bids for which 100%upfront margin has been received. In case of order/bid modification/cancellation, suchfunds shall be released/collected on a real time basis by the stock exchange.

(c) The seller(s) shall deposit the entire quantity of shares offered for sale including theadditional shares disclosed at Para 5(b)(vi) as pay-in with the clearingcorporation/clearing house of DSE prior to the commencement of the offer. No othermargin shall be charged on the seller(s).7. Allocation(a) Minimum of 25% of the shares offered shall be reserved for mutual funds and insurancecompanies, subject to allocation methodology. Any unsubscribed portion thereof shall beavailable to the other bidders.(b) The orders shall be cumulated by the DSE immediately on close of the offer. Based onthe methodology for allocation to be followed as disclosed in the notice, the DSE shalldraw up the allocation. i.e. either on a price priority (multiple prices) basis or on aproportionate basis at a single clearing price.(c) No allocation will be made in case of order/ bid is below floor price.(d) No single bidder other than mutual funds and insurance companies shall be allocatedmore than 25% of the size of offer for sale.

¼ããÀ¦ããè¾ã ¹ãÆãä¦ã¼ãîãä¦ã ‚ããõÀ ãäÌããä¶ã½ã¾ã ºããñ¡ÃSecurities and Exchange Board of India(e) The allocation details shall be shared by the DSE with the other exchange after theallocation is crystallized.8. (i) Settlementa. The allocation and the obligations resulting thereof shall be intimated to the brokers on Tday.b. The settlement shall take place similar to trade for trade basis and shall be completed onT + 1 day. There shall be no netting of settlement at broker’s end.c. Funds collected from the bidders who have not been allocated shares shall be releasedafter the download of the obligation.d. On T+1 day, to the extent of obligation determined, the clearing Corporation/ Clearinghouse of DSE shall transfer such number of shares to the clearing corporation/clearinghouse of the other stock exchange, without consideration of money. Excess shares, ifany, shall be returned to seller broker(s).The direct credit of shares shall be given to thedemat account of the successful bidder provided such manner of credit is indicated bythe broker/bidder.(ii) Handling of default in pay-ina. In the event of default in pay-in an amount of 10% of the bid value shall be forfeited as apenalty and shall be credited to Investor Protection Fund. The balance amount shall bereturned to the bidder.b. The price at which allotments have been made based on the allocation on T day shallnot be revised as a result of any default in pay-in.c. Issuer shall have the option to cancel in full or conclude the offer.d. Allotment details after settlement shall also be disseminated by the exchange.e. Allocation details after settlement shall be consolidated by the DSE and excess shares,if any, shall be returned by the respective Clearing Corporation/ Clearing house to theseller(s) broker(s).f. Settlement Guarantee Fund shall not be available for OFS through stock exchangemechanism.9. Issuance of Contract NotesThe brokers shall be required to issue contracts note to its clients based on the allotmentprice and quantity in terms of conditions specified by the exchange.

¼ããÀ¦ããè¾ã ¹ãÆãä¦ã¼ãîãä¦ã ‚ããõÀ ãäÌããä¶ã½ã¾ã ºããñ¡ÃSecurities and Exchange Board of India10. Withdrawal of offerThe offer for sale may be withdrawn prior to its proposed opening. In such a case there willbe a cooling off period of 10 trading days from the date of withdrawal before an offer ismade once again. The stock exchange(s) shall suitably disseminate details of suchwithdrawal.11. Cancellation of offerCancellation of offer shall not be permitted during the bidding period. If the seller(s) fails toget sufficient demand at or above the floor price, he may choose to either conclude the offeror cancel it in full. The seller may also choose to conclude the offer or cancel it in full, incase of defaults in settlement obligation.12. This circular shall supersede the circulars no. CIR/MRD/DP/05/2012 dated February 1,2012, CIR/MRD/DP/07/2012 dated February 23, 2012 and CIR/MRD/DP/8/2012 datedFebruary 27, 2012.13. Stock Exchanges are advised to:.a. take necessary steps and put in place necessary systems for implementation of theabove.b. make necessary amendments to the relevant bye-laws, rules and regulations for theimplementation of the above decision.c. bring the provisions of this circular to the notice of the member brokers of the stockexchange and also to disseminate the same on the website.14. This circular is being issued in exercise of powers conferred under Section 11 (1) ofthe Securities and Exchange Board of India Act, 1992 to protect the interests ofinvestors in securities and to promote the development of, and to regulate thesecurities market.Yours faithfully,Harini BalajiDeputy General [email protected]

¼ããÀ¦ããè¾ã ¹ãÆãä¦ã¼ãîãä¦ã ‚ããõÀ ãäÌããä¶ã½ã¾ã ºããñ¡ÃSecurities and Exchange Board of IndiaCIRCULARCIR/MRD/DP/ 8 /2012 February 27, 2012The Managing Director and CEO The Managing DirectorBombay Stock Exchange Limited National Stock Exchange of India Ltd.Phiroze Jeejeebhoy Towers Exchange Plaza, Bandra Kurla ComplexDalal Street Bandra (E)Mumbai - 400001 Mumbai - 400 051Dear Sir,Sub: Offer For Sale of Shares by Promoters through the Stock Exchange Mechanism -Clarification1. This has reference to SEBI circular No CIR/MRD/DP/05/2012 dated February 1, 2012 andCIR/MRD/DP/07/2012 dated February 23, 2012 on the subject.2. It is clarified that the contents of the advertisement, if any, to be issued in terms of Para 4 (a)of the aforementioned circular dated February 1, 2012, shall be restricted to the contents ofthe notice as given to the stock exchange under Para 5 (b) of the said circular.3. All other provisions of the aforesaid circulars remain unchanged.4. Stock Exchanges are advised to:a. take necessary steps and put in place necessary systems for implementation of theabove.b. make necessary amendments to the relevant bye-laws, rules and regulations for theimplementation of the above decision.c. bring the provisions of this circular to the notice of the member brokers of the stockexchange and also to disseminate the same on the website.d. communicate to SEBI, the status of implementation of the provisions of this circular inthe Monthly Development Report.

¼ããÀ¦ããè¾ã ¹ãÆãä¦ã¼ãîãä¦ã ‚ããõÀ ãäÌããä¶ã½ã¾ã ºããñ¡ÃSecurities and Exchange Board of India5. This circular is being issued in exercise of powers conferred under Section 11 (1) of theSecurities and Exchange Board of India Act, 1992 to protect the interests of investors insecurities and to promote the development of, and to regulate the securities market.Yours faithfully,Harini BalajiDeputy General [email protected]

¼ããÀ¦ããè¾ã ¹ãÆãä¦ã¼ãîãä¦ã ‚ããõÀ ãäÌããä¶ã½ã¾ã ºããñ¡ÃSecurities and Exchange Board of IndiaCIRCULARCIR/MRD/DP/ 7/2012 February 23, 2012The Managing Director and CEO The Managing DirectorBombay Stock Exchange Limited National Stock Exchange of India Ltd.Phiroze Jeejeebhoy Towers Exchange Plaza, Bandra Kurla ComplexDalal Street Bandra (E)Mumbai - 400001 Mumbai - 400 051Dear Sir,Sub: Offer For Sale of Shares by Promoters through the Stock Exchange Mechanism1. Please refer to SEBI circular No CIR/MRD/DP/05/2012 dated February 1, 2012 on thecaptioned subject.2. It has been decided to modify Para 5 (e) (ii) of the aforesaid circular, pertaining to ‘Orderplacement’ as under:(ii) “Cumulative orders/ bid quantity information shall be made available online by theexchanges at specific time intervals. The indicative price shall be disclosed by theexchanges only during the last half an hour of the duration of the offer for sale.”3. It is further clarified that the indicative price shall reflect the volume weighted average priceof all the bids that have exhausted the quantity offered.4. All other provisions of the aforesaid circular remain unchanged.5. Stock Exchanges are advised to:a. take necessary steps and put in place necessary systems for implementation of theabove.b. make necessary amendments to the relevant bye-laws, rules and regulations for theimplementation of the above decision.

¼ããÀ¦ããè¾ã ¹ãÆãä¦ã¼ãîãä¦ã ‚ããõÀ ãäÌããä¶ã½ã¾ã ºããñ¡ÃSecurities and Exchange Board of Indiac. bring the provisions of this circular to the notice of the member brokers of the stockexchange and also to disseminate the same on the website.d. communicate to SEBI, the status of implementation of the provisions of this circular inthe Monthly Development Report.6. This circular is being issued in exercise of powers conferred under Section 11 (1) of theSecurities and Exchange Board of India Act, 1992 to protect the interests of investors insecurities and to promote the development of, and to regulate the securities market.Yours faithfully,Harini BalajiDeputy General [email protected]

Securities and Exchange Board of India CIRCULAR CIR/MRD/DP/ 05/2012 February 1, 2012 The Managing Director and CEO The Managing Director Bombay Stock Exchange Limited National Stock Exchange of India Ltd. Phiroze Jeejeebhoy Towers Exchange Plaza, Bpandra Kurla Complex Dalal Street Bandra (E) Mumbai - 400001 Mumbai - 400 051 Dear Sir, Sub: Offer For Sale of Shares by Promoters through the Stock Exchange Mechanism In order to facilitate promoters to dilute/offload their holding in listed companies in a transparent manner with wider participation, it has been decided to allow the offer for sale of shares by promoters of such companies through a separate window provided by the stock exchange(s). The guidelines for the same are as under: 1. Eligibility

(a) Exchanges

To begin with, the facility of offer for sale of shares shall be available on Bombay Stock Exchange (BSE) and National Stock Exchange (NSE). (b) Sellers

(i) All promoter(s)/ promoter group entities of such companies that are eligible for trading and are required to increase public shareholding to meet the minimum public shareholding requirements in terms Rule 19(2)(b) and 19A of Securities Contracts (Regulation) Rules, 1957 (SCRR), read with clause 40A (ii) (c) of Listing Agreement.

(ii) All promoter(s)/ promoter group entities of top 100 companies based on average market capitalization of the last completed quarter.

For (i) and (ii) above, the promoter/promoter group entities should not have purchased and/or sold the shares of the company in the 12 weeks period prior to the offer and they Securities and Exchange Board of India

should undertake not to purchase and/or sell shares of the company in the 12 weeks period after the offer. (c) Buyers

All investors registered with the brokers of the aforementioned stock exchanges other than the promoter(s)/ promoter group entities. 2. Definitions

(a) "Single Clearing Price” is the price at which the shares are allocated to the successful bidders in a proportionate basis methodology.

(b) “Multiple Clearing Prices” are the prices at which the shares are allocated to the successful bidders in a price priority methodology.

(c) “Indicative Price” is the price at which the quantity offered is exhausted.

(d) “Floor Price” is the minimum price at which the seller intends to sell the shares.

3. Size of Offer for sale of shares

The size of the offer shall be atleast 1% of the paid-up capital of the company, subject to a minimum of Rs 25 crores. However, in respect of companies, where 1% of the paid-up capital at closing price on the specified date is less than Rs 25 crores, dilution would be atleast 10% of the paid-up capital or such lesser percentage so as to achieve minimum public shareholding in a single tranche. Note: Specified date shall be the last trading day of the last completed quarter 4. Advertisement and offer expenses

(a) Advertisements about the offer for sale of shares through stock exchange(s) shall be made after the announcement/ notice of the offer for sale of shares has been made to the stock exchanges in accordance with para 5 (b) below;

(b) All expenses relating to offer for sale of shares through stock exchange(s) shall be borne by the seller(s). Securities and Exchange Board of India

5. Operational Requirements

(a) Appointment of Broker

The Seller(s) would have to appoint Sellers‟ broker(s) for this purpose. The Seller‟s broker(s) may also undertake transactions on behalf of eligible buyers. (b) Announcement/ Notice of the Offer for sale of shares

Seller(s) shall announce the intention of sale of shares at least one clear trading day prior to the opening of offer, along with the following information: (i) Name of the seller(s) (promoter/ promoter group) and the name of the company whose shares are proposed to be sold.

(ii) Name of the Exchange(s) where the orders shall be placed. In case orders are to be placed on both BSE and NSE, one of them shall be declared as the Designated Stock Exchange (“DSE”).

(iii) Date and time of the opening and closing of the offer.

(iv) Allocation methodology i.e. either on a price priority (multiple clearing prices) basis or on a proportionate basis at a single clearing price.

(v) Number of shares being offered for sale.

(vi) The name of the broker(s) on behalf of the seller(s).

(vii) Floor price, if the seller(s) chooses to announce it to the market or a declaration to the effect that the floor price will be submitted to the stock exchange(s) in a sealed envelope which shall be declared post closure of the offer.

(viii) Conditions, if any, for withdrawal or cancellation of the offer.

(c) Floor price

(i) Seller(s) may declare a floor price in the announcement/ notice

(ii) In case the seller(s) chooses not to publicly disclose the floor price, the seller(s) shall give the floor price in a sealed envelope to DSE before the opening of the offer.

(iii) The floor price if not declared to the market, shall not be disclosed to anybody, including the selling broker(s). Securities and Exchange Board of India

(iv) Sealed envelope shall be opened by the DSE after the closure of the offer for sale and the floor price suitably disseminated to the market.

(d) Timelines

(i) The duration of the offer for sale shall not exceed one trading day.

(ii) The placing of orders by trading members shall take place during trading hours.

(e) Order Placement

(i) A separate window for the purpose of offer for sale of shares shall be created by stock exchanges. Modification/ Cancellation of orders/ bids will be allowed during the period of the offer. However, modification/ cancellation of orders/ bids shall not be allowed during the last 30 minutes of the duration of the offer..

(ii) Indicative Price and Cumulative orders/ bid quantity information shall be made available online by the exchanges at specific time intervals.

(iii) No price bands shall be applicable for the orders/ bids placed in the offer for sale. Stock specific tick size as per the extant practice in normal trading session shall be made applicable for this window.

(iv) In case of shares under offer for sale, the trading in the normal market shall also continue. However, in case of market closure due to the incidence of breach of „Market wide index based circuit filter‟, the offer for sale shall be halted.

(v) Only limit orders/ bids shall be permitted.

(vi) Multiple orders from a single buyer shall be permitted.

(vii) In case floor price is disclosed, orders/ bids below floor price shall not be accepted.

6. Risk Management

(a) Stock Exchange shall collect 100% of the order value in cash, at the order level for every buy order/ bid. Such funds shall neither be utilized against any other obligation of the trading member nor co-mingled with other segments. Such upfront collection shall also be applicable for all institutional orders.

(b) In case of order/bid modification/cancellation, such funds shall be released/collected on a real time basis by the stock exchange. Securities and Exchange Board of India

(c) The seller(s) shall deposit the entire quantity of shares offered for sale as payin with the clearing corporation/clearing house or DSE prior to the commencement of the offer. No other margin shall be charged on the seller(s).

7. Allocation

(a) Minimum of 25% of the shares offered shall be reserved for mutual funds and insurance companies, subject to allocation methodology. Any unsubscribed portion thereof shall be available to the other bidders.

(b) The orders shall be cumulated by the DSE immediately on close of the offer. Based on the methodology for allocation to be followed as disclosed in the notice, the DSE shall draw up the allocation. i.e. either on a price priority (multiple prices) basis or on a proportionate basis at a single clearing price.

(c) No allocation will be made incase of order/ bid is below floor price.

(d) No single bidder other than mutual funds and insurance companies shall be allocated more than 25% of the size of offer for sale.

8. Settlement

(a) The settlement shall take place similar to trade for trade basis.and shall be completed latest by T + 2 day (where T is the date of the closure of the offer). The allocation and the obligations resulting thereof shall be intimated to the brokers not later than T+1 day.

(b) There shall be no netting of settlement at broker‟s end.

(c) The clearing house of DSE shall transfer the shares received as payin to the clearing corporation/clearing house of the other stock exchange, to the extent of their obligations.

(d) Funds collected from the bidders who have not been allocated shares shall be released after the download of the obligation.

(e) The direct credit of shares shall be given to the demat account of the successful bidder provided it is indicated by the broker/bidder.

9. Issuance of Contract Notes

The brokers shall be required to issue contract note to the client based on the allotment price and quantity in terms of conditions specified by the exchange. 10. Withdrawal of offer Securities and Exchange Board of India

The offer for sale may be withdrawn prior to its proposed opening. In such a case there will be a cooling off period of 10 trading days from the date of withdrawal before an offer is made once again. The stock exchange(s) shall suitably disseminate details of such withdrawal. 11. Cancellation of offer

Cancellation of offer shall not be permitted during the bidding period. If the seller(s) fails to get sufficient demand at or above the floor price, he may choose to either conclude the offer or cancel it in full. 12. Stock Exchanges are advised to:

. a. take necessary steps and put in place necessary systems for implementation of the above.

b. make necessary amendments to the relevant bye-laws, rules and regulations for the implementation of the above decision.

c. bring the provisions of this circular to the notice of the member brokers

of the stock exchange and also to disseminate the same on the website. d. communicate to SEBI, the status of implementation of the provisions of this circular in the Monthly Development Report.


Yours faithfully, Harini Balaji Deputy General Manager 022-26449372 [email protected]

All Trading Member and Custodian registered with the Exchange are hereby informed that the Exchange would make available the OFFER FOR SALE platform on iBBS (Internet Based Book Building) platform with effect from 24th February 2012 as per SEBI circular CIR/MRD/DP/ 05/2012 dated February 1, 2012 Enclosed please find detailed operational instructions and guidelines for participation in OFS segment at BSE. The guidelines also contain the requirements at the seller or promoter(s) end to be complied with when they intend to select the Exchange as Designated Exchange for any offer of sale of their shareholding. Members and Custodians are also required to refer to the above SEBI circular for further details. For any further clarifications, Trading Members/Custodians and intending seller i.e. promoter(s) are advised to contact following Exchange officials –

Institutional Placement Programme

About Institutional Placement Programme (IPP)

The Securities & Exchange Board Of India (SEBI) has notified the amendment of ICDR (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) Chapter VIII A regarding Institutional Placement Programme (IPP). The details of the Institutional Placement Programme (IPP) are as listed below

Applicability:

The provisions of this Chapter shall apply to issuance of fresh shares and or offer for sale of shares in a listed issuer for the purpose of achieving minimum public shareholding in terms of Rule 19(2)(b) and 19A of the Securities Contracts (Regulation) Rules, 1957.

Definitions:

"eligible securities" shall mean equity shares of same class listed and traded in the stock exchange(s);

"eligible seller" include listed issuer, promoter/promoter group of listed issuer;

"institutional placement programme" means a further public offer of eligible securities by an eligible seller, in

which the offer, allocation and allotment of such securities is made only to qualified institutional buyers in

terms of this Chapter.

Conditions for institutional placement programme.

An institutional placement programme may be made only after a special resolution approving the institutional

placement programme has been passed by the shareholders of the issuer in terms of section 81(1A) of the

Companies Act, 1956.

No partly paid-up securities shall be offered.

The issuer shall obtain an in-principle approval from the stock exchange(s).

Appointment of merchant banker.

An institutional placement programme shall be managed by merchant banker(s) registered with the Board who shall exercise due diligence.

Offer Document

The institutional placement programme shall be made on the basis of the offer document which shall contain

all material information, including those specified in Schedule XVIII.

The issuer shall, simultaneously while registering the offer document with the Registrar of Companies, file a

copy thereof with the Board and with the stock exchange(s) through the lead merchant banker.

The issuer shall file the soft copy of the offer document with the Board as specified in Schedule V, along

with the fee as specified in Schedule IV.

The offer document shall also be placed on the website of the concerned stock exchange and of the issuer

clearly stating that it is in connection with institutional placement programme and that the offer is being made

only to the qualified institutional buyers.

The merchant banker shall submit to the Board a due diligence certificate as per Form A of Schedule VI,

stating that the eligible securities are being issued under institutional placement programme and that the

issuer complies with requirements of this Chapter.

Pricing and allocation/allotment:

The eligible seller shall announce a floor price or price band at least one day prior to the opening of

institutional placement programme.

The eligible seller shall have the option to make allocation/allotment as per any of the following methods –

o proportionate basis;

o price priority basis; or

o criteria as mentioned in the offer document.

The method chosen shall be disclosed in the offer document.

Allocation/allotment shall be overseen by stock exchange before final allotment.

Restrictions:

The promoter or promoter group who are offering their eligible securities should not have purchased and/ or

sold the eligible securities of the company in the twelve weeks period prior to the offer and they should

undertake not to purchase and / or sell eligible securities of the company in the twelve weeks period after

the offer.

Allocation/allotment under the institutional placement programme shall be made subject to the following

conditions:

o Minimum of twenty five per cent. of eligible securities shall be allotted to mutual funds and

insurance companies: Provided that if the mutual funds and insurance companies do not subscribe

to said minimum percentage or any part thereof, such minimum portion or part thereof may be

allotted to other qualified institutional buyers;

o No allocation/allotment shall be made, either directly or indirectly, to any qualified institutional buyer

who is a promoter or any person related to promoters of the issuer:

Provided that a qualified institutional buyer who does not hold any shares in the issuer and who has

acquired the rights in the capacity of a lender shall not be deemed to be a person related to promoters.

The issuer shall accept bids using ASBA facility only.

The bids made by the applicants in institutional placement programme shall not be revised downwards or

withdrawn.

Minimum number of allottees:

The minimum number of allottees for each offer of eligible securities made under institutional placement

programme shall not be less than ten:

o Provided that no single allottee shall be allotted more than twenty five per cent of the offer size.

The qualified institutional buyers belonging to the same group or who are under same control shall be

deemed to be a single allottee.

Restrictions on size of the offer

The aggregate of all the tranches of institutional placement programme made by the eligible seller shall not

result in increase in public shareholding by more than ten per cent. or such lesser per cent. as is required to

reach minimum public shareholding.

Where the issue has been oversubscribed, an allotment of not more than ten per cent. of the offer size shall

be made by the eligible seller.

Period of Subscription and display of demand

The issue shall be kept open for a minimum of one day or maximum of two days.

The aggregate demand schedule shall be displayed by stock exchange(s) without disclosing the price.

Withdrawal of offer

The eligible seller shall have the right to withdraw the offer in case it is not fully subscribed.

Transferability of eligible securities

The eligible securities allotted under institutional placement programme shall not be sold by the allottee for a period of one year from the date of allocation/allotment, except on a recognised stock exchange.

SEBI Circulars Date of circular Download

Amendment - SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2012

30th January, 2012

Exchange Circulars Date of circular

Mock Trading Session for Institutional Placement Programme (IPP) 16th March, 2012

Page 1 of 8THE GAZETTE OF INDIAEXTRAORDINARYPART – III – SECTION 4PUBLISHED BY AUTHORITYNEW DELHI, 30 JANUARY, 2012SECURITIES AND EXCHANGE BOARD OF INDIANOTIFICATIONMumbai, the 30th January, 2012SECURITIES AND EXCHANGE BOARD OF INDIA(ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS)(AMENDMENT) REGULATIONS, 2012No. LAD-NRO/GN/2011-12/34/2499─In exercise of the powers conferred bysection 30 of the Securities and Exchange Board of India Act, 1992 (15 of 1992), the

http://www.bseindia.com/markets/MarketInfo/DispNewNoticesCirculars.aspx?page=20120316-27

http://www.bseindia.com/downloads1/SEBI_30jan2012.pdf

Board hereby makes the following Regulations to further amend the Securities andExchange Board of India (Issue of Capital and Disclosure Requirements)Regulations, 2009, namely:─1. These Regulations may be called the Securities and Exchange Board of India(Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2012.2.They shall come into force on the date of their publication in the OfficialGazette.3. In the Securities and Exchange Board of India (Issue of Capital andDisclosure Requirements) Regulations, 2009 ─(i) in regulation 4, after sub-regulation (2), a new sub-regulation (3) shall beinserted, namely:─“(3) Warrants may be issued along with public issue or rights issue of specifiedsecurities subject to the following:(a) the tenure of such warrants shall not exceed twelve months from theirdate of allotment in the public/rights issue;(b) not more than one warrant shall be attached to one specified security.”(ii) in regulation 8, in sub-regulation (1), clause (a) shall be substituted with thefollowing, namely:─Page 2 of 8“(a) a certificate, confirming that an agreement has been entered into betweenthe issuer and the lead merchant bankers as per the format specified in ScheduleII.”(iii) in regulation 8, in sub-regulation (1), clause (b) shall be omitted;(iv) in regulation 13, sub-regulation (6) shall be omitted;(v) in regulation 58, in proviso to sub-regulation (5), the word “issue” shall besubstituted with the word “issuer”;(vi) in regulation 71, the following Explanation shall be inserted, namely:─“Explanation: Where the relevant date falls on a Weekend/Holiday, theday preceding the Weekend/Holiday will be reckoned to be the relevantdate.”(vii) in regulation 76, the words “six months” wherever appearing shall besubstituted with the words “twenty six weeks”;(viii) in regulation 84, sub-regulation (5) shall be omitted;(ix) after Chapter VIII, the following new Chapter VIII-A shall be inserted,namely:─“CHAPTER VIII-AINSTITUTIONAL PLACEMENT PROGRAMMEApplicability.

91A. (1) The provisions of this Chapter shall apply to issuance of fresh sharesand or offer for sale of shares in a listed issuer for the purpose of achievingminimum public shareholding in terms of Rule 19(2)(b) and 19A of theSecurities Contracts (Regulation) Rules, 1957.(2) Unless otherwise specified, no provisions of these regulations shall beapplicable to the institutional placement programme except for the following:-(a) regulations 2, 5, 12, 18, 19, 47, 48, 51, 59, 60, 61, 64, 65, 66 and 68;(b) clauses (a) and (b) of sub-regulation (2) of regulation 4;(c) clause (b) of regulation 7.Definitions.91B. For the purpose of this Chapter:(a) “eligible securities” shall mean equity shares of same class listed and tradedin the stock exchange(s);(b) “eligible seller” include listed issuer, promoter/promoter group of listedissuer;Page 3 of 8(c) “institutional placement programme” means a further public offer of eligiblesecurities by an eligible seller, in which the offer, allocation and allotment ofsuch securities is made only to qualified institutional buyers in terms of thisChapter.Conditions for institutional placement programme.91C. (1) An institutional placement programme may be made only after aspecial resolution approving the institutional placement programme has beenpassed by the shareholders of the issuer in terms of section 81(1A) of theCompanies Act, 1956.(2) No partly paid-up securities shall be offered.(3) The issuer shall obtain an in-principle approval from the stock exchange(s).Appointment of merchant banker.91D. An institutional placement programme shall be managed by merchantbanker(s) registered with the Board who shall exercise due diligence.Offer Document.91E. (1) The institutional placement programme shall be made on the basis ofthe offer document which shall contain all material information, including thosespecified in Schedule XVIII.(2) The issuer shall, simultaneously while registering the offer document withthe Registrar of Companies, file a copy thereof with the Board and with thestock exchange(s) through the lead merchant banker.(3) The issuer shall file the soft copy of the offer document with the Board as

specified in Schedule V, along with the fee as specified in Schedule IV.(4) The offer document shall also be placed on the website of the concernedstock exchange and of the issuer clearly stating that it is in connection withinstitutional placement programme and that the offer is being made only to thequalified institutional buyers.(5) The merchant banker shall submit to the Board a due diligence certificate asper Form A of Schedule VI, stating that the eligible securities are being issuedunder institutional placement programme and that the issuer complies withrequirements of this Chapter.Pricing and allocation/allotment.91F. (1) The eligible seller shall announce a floor price or price band at leastone day prior to the opening of institutional placement programme.(2) The eligible seller shall have the option to make allocation/allotment as perany of the following methods –(a) proportionate basis;(b) price priority basis; or(c) criteria as mentioned in the offer document.(3) The method chosen shall be disclosed in the offer document.Page 4 of 8(4) Allocation/allotment shall be overseen by stock exchange before finalallotment.Restrictions.91G. (1) The promoter or promoter group who are offering their eligiblesecurities should not have purchased and/ or sold the eligible securities of thecompany in the twelve weeks period prior to the offer and they shouldundertake not to purchase and / or sell eligible securities of the company in thetwelve weeks period after the offer.(2) Allocation/allotment under the institutional placement programme shall bemade subject to the following conditions:(a) Minimum of twenty five per cent. of eligible securities shall be allottedto mutual funds and insurance companies:Provided that if the mutual funds and insurance companies do notsubscribe to said minimum percentage or any part thereof, such minimumportion or part thereof may be allotted to other qualified institutionalbuyers;(b) No allocation/allotment shall be made, either directly or indirectly, toany qualified institutional buyer who is a promoter or any person related topromoters of the issuer:Provided that a qualified institutional buyer who does not hold any

shares in the issuer and who has acquired the rights in the capacity of alender shall not be deemed to be a person related to promoters.(3) The issuer shall accept bids using ASBA facility only.(4) The bids made by the applicants in institutional placement programme shallnot be revised downwards or withdrawn.Explanation: For the purpose of clause (b) of sub-regulation (2), a qualifiedinstitutional buyer who has any of the following rights shall be deemed to be aperson related to the promoters of the issuer:-(a) rights under a shareholders’ agreement or voting agreement enteredinto with promoters or persons related to the promoters;(b) veto rights; or(c) right to appoint any nominee director on the board of the issuer.Minimum number of allottees.91H. (1) The minimum number of allottees for each offer of eligible securitiesmade under institutional placement programme shall not be less than ten:Provided that no single allottee shall be allotted more than twenty five percent. of the offer size.Page 5 of 8(2) The qualified institutional buyers belonging to the same group or who areunder same control shall be deemed to be a single allottee.Explanation: For the purpose of sub-regulation (2), the expression “qualifiedinstitutional buyers belonging to the same group” shall have the same meaningas derived from sub-section (11) of section 372 of the Companies Act, 1956;Restrictions on size of the offer.91-I. (1) The aggregate of all the tranches of institutional placement programmemade by the eligible seller shall not result in increase in public shareholding bymore than ten per cent. or such lesser per cent. as is required to reach minimumpublic shareholding.(2) Where the issue has been oversubscribed, an allotment of not more than tenper cent. of the offer size shall be made by the eligible seller.Period of Subscription and display of demand.91J. (1) The issue shall be kept open for a minimum of one day or maximum oftwo days.(2) The aggregate demand schedule shall be displayed by stock exchange(s)without disclosing the price.Withdrawal of offer.

91K. The eligible seller shall have the right to withdraw the offer in case it isnot fully subscribed.Transferability of eligible securities.91L. The eligible securities allotted under institutional placement programmeshall not be sold by the allottee for a period of one year from the date ofallocation/allotment, except on a recognised stock exchange.”(x) In Chapter XB, the following heading shall be inserted, namely:─“ISSUE OF SPECIFIED SECURITIES BY SMALL AND MEDIUMENTERPRISES”(xi) in Schedule IV, in the reference title, the word, numbers and symbol “and11(4)” shall be substituted with the symbols, numbers and word “, 11(4) and91E(3)”;(xii) in Schedule V, in the reference title, the word, number and symbol “and101(4)” shall be substituted with the symbol, word and number “, 101(4) and91E(3)”;Page 6 of 8(xiii) in Schedule VI, in Form A, in the reference title, the word, number andsymbol “and 106O(2)” shall be substituted with the symbol, word and number“, 106O(2) and 91E(5)”;(xiv) in Schedule VIII,(1) in Part A, in para 2-(I) in item VII, in sub-item A, after clause (5), the following new clause(6) shall be inserted, namely:─“(6) Full disclosures in the draft offer document or offer documentas the case may be, shall be made for warrants issued along withpublic issue or rights issue, regarding the objects towards whichthe funds from conversions of warrants are proposed to be used. Insuch cases, the provisions of this Part dealing with Objects of theIssue shall apply, mutatis mutandis.”(II) in item VIII, in sub-item F, after clause (2), the following new clause(2A) shall be inserted, namely:─“(2A) Where the shares for lock-in towards minimum promoterscontribution is offered by principal shareholders such as VentureCapital Funds or Foreign Venture Capital Investors registered withSEBI:(a) Details of Fund Manager;(b) Generic details of the Fund which is the investor in the issuercompany;(c) Details such as total number of investors in the Fund, distributionof investors category - wise (institutional, corporate, individualetc.) and percentage stake held by each investor category;(d) Details of companies funded by the Funds, namely:-(i) Total number of companies funded;

(ii) Distribution of such companies- country wise, holdingperiod wise, sector wise;(iii)Number of companies under the control of the Fund,directly or indirectly;(iv)In respect of companies where such Funds have offeredtheir shares for lock-in as part of minimum promoter’scontribution:- Name of the company Date of listing on each stock exchange Fund’s shareholding in the company as on the dateof listingPage 7 of 8 Fund’s shareholding in the company as on the dateof filing of the DRHP of the company that nowseeks to get listed(e) Average holding period of the Fund’s investments;(f) Sector focus/core specialization of the Fund, if applicable.”(2) in Part E, after para 6, the following new para (7) shall be inserted,namely:─“(7) Full disclosures in the draft letter of offer or letter of offer asthe case may be shall be made for warrants issued along with rightsissues, regarding the objects towards which the funds fromconversions of warrants are proposed to be used. In such cases, theprovisions of this Part dealing with Objects of the Issue shallapply, mutatis mutandis.”(xv) in Schedule XI, in Part A, in para (10), clause (b) shall be substituted withthe following, namely:─“(b) Allocation to Anchor Investors shall be on a discretionary basis andsubject to the following:-(i) Maximum of 2 such investors shall be permitted for allocationupto Rs. 10 crore;(ii) Minimum of 2 and maximum of 15 such investors shall bepermitted for allocation above Rs, 10 crore and upto Rs. 250 crore,subject to minimum allotment of Rs. 5 crore per such investor;(iii) Minimum of 5 and maximum of 25 such investors shall bepermitted for allocation above Rs. 250 crore, subject to minimumallotment of Rs. 5 crore per such investor.”(xvi) in Schedule XVIII, in reference title, the word, number and symbol“regulation 84(1)” shall be substituted with the word, number and symbol“regulations 84(1) and 91E(1)”.U.K. SINHACHAIRMANSECURITIES AND EXCHANGE BOARD OF INDIAPage 8 of 8Footnote:

1. The SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 werepublished in the Gazette of India on 26th August, 2009 vide No. LADNRO/GN/2009-10/15/174471.2. The SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 weresubsequently amended on:-(a) 11th December, 2009 by Securities and Exchange Board of India (Issue ofCapital and Disclosure Requirements) (Amendment) Regulations, 2009 videNo. LAD-NRO/GN/2009-10/23/186926.(b) 1st January, 2010 by Securities and Exchange Board of India (Issue of Capitaland Disclosure Requirements) (Amendment) Regulations, 2010 vide No. LADNRO/GN/2009-2010/25/189240.(c) 8th January, 2010 by Securities and Exchange Board of India (Issue of Capitaland Disclosure Requirements) (Second Amendment) Regulations, 2010 videNo. LAD-NRO/GN/2009-10/26/190146.(d) 13th April, 2010 by Securities and Exchange Board of India (Issue of Capitaland Disclosure Requirements) (Third Amendment) Regulations, 2010 vide No.LAD-NRO/GN/2010-11/03/1104(e) 12th November, 2010 by Securities and Exchange Board of India (Issue ofCapital and Disclosure Requirements) (Fourth Amendment) Regulations, 2010vide No. LAD-NRO/GN/2010-11/19/26456.(f) 29th April, 2011 by Securities and Exchange Board of India (Issue of Capitaland Disclosure Requirements) (Amendment) Regulations, 2011 vide F. No.LAD-NRO/GN/2011-12/05/13907.(g) 23rd September, 2011 by Securities and Exchange Board of India (Issue ofCapital and Disclosure Requirements) (Second Amendment) Regulations, 2011vide F. No. LAD-NRO/GN/2011-12/25/30309.

Book Building & Fixed Price IssuesCorporates may raise capital in the primary market by way of an initial public offer, rights issue or private placement. An Initial Public Offer (IPO) is the selling of securities to the public in the primary market. This Initial Public Offering can be made through the fixed price method, book building method or a combination of both.

There are two types of Public Issues:

Issue Type Offer Price Demand Payment Reservations

Fixed Price Issues

Price at which the securities are offered and would be allotted is made known in advance to the investors

Demand for the securities offered is known only after the closure of the issue

100 % advance payment is required to be made by the investors at the time of application.

50 % of the shares offered are reserved for applications below Rs. 1 lakh and the balance for higher amount applications.

Book Building Issues

A 20 % price band is offered by the issuer within which investors are allowed to bid and the final price is determined by the issuer only after closure of the bidding.

Demand for the securities offered , and at various prices, is available on a real time basis on the BSE website during the bidding period..

10 % advance payment is required to be made by the QIBs along with the application, while other categories of investors have to pay 100 % advance along with the application.

50 % of shares offered are reserved for QIBS, 35 % for small investors and the balance for all other investors.

More About Book Building

Book Building is essentially a process used by companies raising capital through Public Offerings-both Initial Public Offers (IPOs) or Follow-on Public Offers ( FPOs) to aid price and demand discovery. It is a mechanism where, during the period for which the book for the offer is open, the bids are collected from investors at various prices, which are within the price band specified by the issuer. The process is directed towards both the institutional as well as the retail investors. The issue price is determined after the bid closure based on the demand generated in the process.

The Process:

The Issuer who is planning an offer nominates lead merchant banker(s) as 'book runners'.

The Issuer specifies the number of securities to be issued and the price band for the bids.

The Issuer also appoints syndicate members with whom orders are to be placed by the investors.

The syndicate members input the orders into an 'electronic book'. This process is called 'bidding' and is

similar to open auction.

The book normally remains open for a period of 5 days.

Bids have to be entered within the specified price band.

Bids can be revised by the bidders before the book closes.

On the close of the book building period, the book runners evaluate the bids on the basis of the demand at

various price levels.

The book runners and the Issuer decide the final price at which the securities shall be issued.

Generally, the number of shares are fixed, the issue size gets frozen based on the final price per share.

Allocation of securities is made to the successful bidders. The rest get refund orders.

Guidelines for Book Building

Rules governing Book building are covered in Chapter XI of the Securities and Exchange Board of India (Disclosure and Investor Protection) Guidelines 2000.

BSE's Book Building System

BSE offers a book building platform through the Book Building software that runs on the BSE Private

network.

This system is one of the largest electronic book building networks in the world, spanning over 350 Indian

cities through over 7000 Trader Work Stations via leased lines, VSATs and Campus LANS.

The software is operated by book-runners of the issue and by the syndicate members , for electronically

placing the bids on line real-time for the entire bidding period.

In order to provide transparency, the system provides visual graphs displaying price v/s quantity on the BSE

website as well as all BSE terminals.

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