Grasim Ltd

7/23/2019 Grasim Ltd

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About Offer For SaleThe Securities and Exchange Board of India (SEBI) by a circular no CIR/MRD/D/ !" /#!$% dated #&th 'anuary #!$%and CIR/MRD/D/ $ /#!$# dated $ 'uly #!$# has *er+itted the Stoc, Exchanges to *ro-ide a se*arate .indo.ie a*art fro+ the existing trading syste+ for the nor+al +ar,et seg+ent to facilitate ro+oters of listed co+*aniesto dilute/offload their holding in listed co+*anies in a trans*arent +anner .ith .ider *artici*ation 0urther SEBI -ideits circular dated CIR/MRD/D/ #" /#!$" has ex*anded the fra+e.or, of 1ffer for Sale (10S) of shares throughstoc, exchange +echanis+ as follo.s2

1. Eligibility

(a) ExchangesThe facility of offer for sale of shares shall be a-ailable on BSE 3td (BSE) and 4ational Stoc, Exchange (4SE)

(b) Sellersi 5ll *ro+oter(s)/ *ro+oter grou* entities of such co+*anies that are eligible for trading and are re6uired to increase*ublic shareholding to +eet the +ini+u+ *ublic shareholding re6uire+ents in ter+s Rule $7(#)(b) and $75 of Securities Contracts (Regulation) Rules $7&8 (SCRR) read .ith clause "!5 (ii) (c) of 3isting 5gree+ent

ii 5ny non9*ro+oter shareholder of eligible co+*anies holding at least $!: of share ca*ital +ay also offer sharesthrough the 10S +echanis+

iii In case a non9*ro+oter shareholder offers shares through the 10S +echanis+ *ro+oters/ *ro+oter grou*

entities of such co+*anies +ay *artici*ate in the 10S to *urchase shares sub;ect to co+*liance .ith a**licable*ro-isions of SEBI (Issue of Ca*ital and Disclosure Re6uire+ents) Regulations #!!7 and SEBI (Substantial

5c6uisition of Shares and Ta,eo-ers) Regulations #!$$

i- 5ll *ro+oters/*ro+oter grou* entities of to* #!! co+*anies by +ar,et ca*italisation in any of the last four co+*leted 6uarters +ar,et ca*italisation being calculated as a-erage +ar,et ca*italisation in a 6uarter 0or (i) and(ii) abo-e the *ro+oter/*ro+oter grou* entities should not ha-e *urchased and/or sold the shares of the co+*any inthe $# .ee,s *eriod *rior to the offer and they should underta,e not to *urchase and/or sell shares of the co+*any inthe $# .ee,s *eriod after the offer <o.e-er .ithin the cooling off *eriod of =$# .ee,s the *ro+oter(s)/*ro+oter grou* entities can offer their shares only through 10S/ Institutional lace+ent rogra++e (I) .ith a ga* of #.ee,s bet.een successi-e offers The abo-e shall also be a**licable on *ro+oter(s) /*ro+oter grou* entities .hoha-e already offered their shares through 10S/I

(c) Buyersi 5ll in-estors registered .ith the bro,ers of the afore+entioned stoc, exchanges other than the *ro+oter(s)/*ro+oter grou* entities

ii In case a non9*ro+oter shareholder offers shares through the 10S +echanis+ *ro+oters/ *ro+oter grou* entitiesof such co+*anies +ay *artici*ate in the 10S to *urchase shares sub;ect to co+*liance .ith a**licable *ro-isions of SEBI (Issue of Ca*ital and Disclosure Re6uire+ents) Regulations #!!7 and SEBI (Substantial 5c6uisition of Sharesand Ta,eo-ers) Regulations #!$$

2. Definitionsa) >Single Clearing rice> is the *rice at .hich the shares are allocated to the successful bidders in a *ro*ortionatebasis +ethodology

b) >Multi*le Clearing rices> are the *rices at .hich the shares are allocated to the successful bidders in a *rice*riority +ethodology

c) Indicati-e rice is the -olu+e .eighted a-erage *rice of all the -alid bids

d) >0loor rice> is the +ini+u+ *rice at .hich the seller intends to sell the shares

3. Sie of Offer for sale of sharesThe si?e of the offer shall be a +ini+u+ of Rs #& crores <o.e-er si?e of offer can be less than Rs #& crores so asto achie-e +ini+u+ *ublic shareholding in a single tranche

!. A"#ertise$ent an" offer ex%ensesa) 5d-ertise+ents about the offer for sale of shares through stoc, exchange(s) if any shall be +ade after theannounce+ent/ notice of the offer for sale of shares to the stoc, exchanges in accordance .ith *ara & (b) belo. and

http://www.bseindia.com/downloads1/eligible.xls






its contents shall be restricted to the contents of the notice as gi-en to the stoc, exchange under ara & (b)

b) 5ll ex*enses relating to offer for sale of shares through stoc, exchange(s) shall be borne by the seller(s)

&. O%erational 'euire$ents

(a) A%%oint$ent of Broer

The Seller(s) .ill a**oint bro,er(s) for this *ur*ose The Seller@s bro,er(s) +ay also underta,e transactions on behalf of eligible buyers

(b) *ontents of the announce$ent+ ,otice of the Offer for sale of shares

Seller(s) shall announce the intention of sale of shares at least one clear trading day *rior (on T9# day T being theday of 10S issue) to the o*ening of offer latest by & *+ along .ith the follo.ing infor+ation2

i 4a+e of the Seller(s) ie ro+oters/ro+oter grou* entities/ 4on9ro+oter shareholder and the na+e of theco+*any .hose shares are *ro*osed to be sold

ii 4a+e of the Exchange(s) .here the orders shall be *laced In case orders are to be *laced on both BSE and 4SEone of the+ shall be declared as the Designated Stoc, Exchange (>DSE>)

iii Date and ti+e of the o*ening and closing of the offer

i- 5llocation +ethodology ie either on a *rice *riority (+ulti*le clearing *rices) basis or on a *ro*ortionate basis at asingle clearing *rice

- 4u+ber of shares being offered for sale

-i The +axi+u+ nu+ber of shares that the seller +ay choose to sell o-er and abo-e the offer +ade at *oint (-)abo-e The na+e of the bro,er(s) on behalf of the seller(s)

-ii The date and ti+e of the declaration of floor *rice if the seller(s) chooses to announce it to the +ar,et 5lternati-ely a declaration to the effect that the floor *rice .ill be sub+itted to the DSE in a sealed en-elo*e that shallbe disclosed *ost closure of the offer

-iii Conditions if any for .ithdra.al or cancellation of the offer

(c) Floor %ricei In case the seller chooses to disclose the floor *rice the seller(s) shall declare it after the close of trading hours andbefore the close of business hours of the exchanges on T9$ day else the seller(s) shall gi-e the floor *rice in a sealeden-elo*e to DSE before the o*ening of the offer (T day being the day of the offer for sale)

ii The floor *rice if not declared to the +ar,et shall not be disclosed to anybody including the selling bro,er(s)Sealed en-elo*e shall be o*ened by the DSE after the closure of the offer for sale and the floor *rice suitablydisse+inated to the +ar,et

(") -i$elinesi The duration of the offer for sale shall be as *er the trading hours of the secondary +ar,et and shall not exceed onetrading day

ii 1rders shall be *laced during trading hours

(e) Or"er lace$enti 5 se*arate .indo. for the *ur*ose of sale of shares through 10S shall be created

ii The follo.ing orders shall be -alid in the 10S .indo.2

$ E-ery bid/order for an Institutional In-estor should be bac,ed by $!!: (A*front) Cash Margin of the bid a+ount or !: Margin (4o Margin)



# E-ery bid/order for a Retail In-estor (RI) and 4on Institutional In-estor (4II) should be bac,ed by $!!: (0ull) CashMargin

a Mini+u+ $!: of the offer si?e shall be reser-ed for Retail In-estors 0or this *ur*ose Retail In-estor shall +eanan indi-idual in-estor .ho *laces bids for shares of total -alue of not +ore than Rs # la,hs aggregated across theexchanges If the cu+ulati-e bid -alue across exchanges exceeds Rs# la,hs in the retail category such bids shall bere;ected

b Indi-idual retail in-estors shall ha-e the o*tion to bid in the Retail Category (RI) and the general category ie 4onInstitutional In-estor (4II) <o.e-er if the cu+ulati-e bid -alue of such in-estors exceeds Rs# la,hs the bids in theretail category shall beco+e ineligible

% E-ery order/ bid *laced for $!!: (A*front) Cash Margin shall be -alidated against the cash de*osit in 10Sseg+ent

iii Cu+ulati-e bid 6uantity shall be +ade a-ailable online to the +ar,et throughout the trading session at s*ecificinter-als in res*ect of orders .ith $!!: u*front +argin and se*arately in res*ect of orders *laced .ithout any u*front+argin Indicati-e *rice shall be disclosed to +ar,et throughout the trading session The indicati-e *rice shall becalculated based on all -alid bids/orders

i- If the security has a *rice band in the nor+al seg+ent the sa+e shall not a**ly for the orders *laced in the offer for sale Stoc, s*ecific tic, si?e as *er the extant *ractice in nor+al trading session shall be +ade a**licable for this

.indo.

- In case of shares under offer for sale the trading in the nor+al +ar,et shall also continue <o.e-er in case of +ar,et closure due to the incidence of breach of @Mar,et .ide index based circuit filter@ the offer for sale shall also behalted

-i 1nly li+it orders/ bids shall be *er+itted

-ii Multi*le orders fro+ a single buyer shall be *er+itted

-iii In case floor *rice is disclosed orders/ bids belo. floor *rice shall not be acce*ted

/. 'is 0anage$enti Clearing Cor*oration shall collect $!!: +argin in cash fro+ non9institutional in-estors In case of institutionalin-estors .ho *lace orders/bids .ith $!!: of +argin u*front custodian confir+ation shall be .ithin trading hours In

case of institutional in-estors .ho *lace orders .ithout u*front +argin custodian confir+ation shall be as *er theexisting rules for secondary +ar,et transactions The funds collected shall neither be utili?ed against any other obligation of the trading +e+ber nor co9+ingled .ith other seg+ents

ii In case of order/bid +odification or cancellation such funds shall be released/ collected on a real ti+e basis byclearing cor*oration

iii The seller(s) shall de*osit the entire 6uantity of shares offered for sale including the additional shares disclosed atara &(b)(-i) as *ay9in .ith the clearing cor*oration/clearing house of DSE *rior to the co++ence+ent of the offer4o other +argin shall be charged on the seller(s)

. AllocationI Mini+u+ of #&: of the shares offered shall be reser-ed for +utual funds and insurance co+*anies sub;ect toallocation +ethodology 5ny unsubscribed *ortion thereof shall be a-ailable to the other bidders

II The orders shall be cu+ulated by the DSE i++ediately on close of the offer Based on the +ethodology for allocation to be follo.ed as disclosed in the notice the DSE shall dra. u* the allocation ie either on a *rice *riority(+ulti*le *rices) basis or on a *ro*ortionate basis at a single clearing *rice

III 4o allocation .ill be +ade in case of order/ bid is belo. floor *rice

I 4o single bidder other than +utual funds and insurance co+*anies shall be allocated +ore than #&: of the si?eof offer for sale

The allocation details shall be shared by the DSE .ith the other exchange after the allocation is crystalli?ed



I Mini+u+ $!: of the offer si?e shall be reser-ed for retail in-estors

. (i) Settle$enta The allocation and the obligations resulting thereof shall be inti+ated to the bro,ers on T day

b Settle+ent shall ta,e *lace on trade for trade basis 0or non9institutional orders/bids and for institutional orders.ith $!!: +argin settle+ent shall ta,e *lace on T=$ day In case of orders/bids of institutional in-estors .ith no

+argin settle+ent shall be as *er the existing rules for secondary +ar,et

c 0unds collected fro+ the bidders .ho ha-e not been allocated shares shall be released after the do.nload of theobligation

d 1n T=$ day to the extent of obligation deter+ined the clearing Cor*oration/ Clearing house of DSE shall transfer such nu+ber of shares to the clearing cor*oration/clearing house of the other stoc, exchange .ithout considerationof +oney Excess shares if any shall be returned to seller bro,er(s)The direct credit of shares shall be gi-en to thede+at account of the successful bidder *ro-ided such +anner of credit is indicated by the bro,er/bidder

(ii) an"ling of "efault in %ay4ina In case of default in *ay9in by any in-estor $!: of the order -alue shall be charged as *enalty fro+ the in-estor and collected fro+ the bro,er This a+ount shall be credited to the In-estor rotection 0und of the stoc, exchange

b The *rice at .hich allot+ents ha-e been +ade based on the allocation on T day shall not be re-ised as a result of

any default in *ay9in

c Issuer shall ha-e the o*tion to cancel in full or conclude the offer

d 5llot+ent details after settle+ent shall also be disse+inated by the exchange

e 5llocation details after settle+ent shall be consolidated by the DSE and excess shares if any shall be returned bythe res*ecti-e Clearing Cor*oration/ Clearing house to the seller(s) bro,er(s)

f Settle+ent uarantee 0und shall not be a-ailable for 10S through stoc, exchange +echanis+

5. 6ssuance of *ontract ,otesThe bro,ers shall be re6uired to issue contracts note to its clients based on the allot+ent *rice and 6uantity in ter+sof conditions s*ecified by the exchange

17. 8ith"ra9al of offer The offer for sale +ay be .ithdra.n *rior to its *ro*osed o*ening In such a case there .ill be a cooling off *eriod of $! trading days fro+ the date of .ithdra.al before an offer is +ade once again The stoc, exchange(s) shall suitablydisse+inate details of such .ithdra.al

11. *ancellation of offer Cancellation of offer shall not be *er+itted during the bidding *eriod If the seller(s) fails to get sufficient de+and at or abo-e the floor *rice he +ay choose to either conclude the offer or cancel it in full The seller +ay also choose toconclude the offer or cancel it in full in case of defaults in settle+ent obligation



SEBI CircularsDate ofcircular

Re-ie. of 1ffer for Sale (10S) of Shares through Stoc, Exchange Mechanis+ #!#!$&

Modification to 1ffer for Sale (10S) of Shares through stoc, exchange +echanis+ !$$##!$"

Ex*anding the fra+e.or, of 1ffer for Sale (10S) of Shares through stoc, exchange +echanis+ !!#!$"

Co+*rehensi-e guidelines on 1ffer 0or Sale (10S) of Shares by ro+oters through the Stoc, ExchangeMechanis+

%!!&#!$%


#&!$#!$%


$!8#!$#

1ffer 0or Sale of Shares by ro+oters through the Stoc, Exchange Mechanis+ 9 Clarification #8!##!$#

1ffer 0or Sale of Shares by ro+oters through the Stoc, Exchange Mechanis+ #%!##!$#

1ffer 0or Sale of Shares by ro+oters through the Stoc, Exchange Mechanis+ !$!##!$#

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6n"ia

age $ of #

*6'*:;A'CIR/MRD/D/$#/#!$& 'une # #!$&To

5ll Stoc, ExchangesDear Sir / Mada+Sub< 'e#ie9 of Offer for Sale (OFS) of Shares through Stoc Exchange 0echanis$$ Co+*rehensi-e guidelines on sale of shares through 1ffer for Sale +echanis+ .ereissued -ide circular no CIR/MRD/D/$/#!$# dated 'uly $ #!$# The 10S fra+e.or, has



been +odified subse6uently fro+ ti+e to ti+e on the basis of re*resentation/suggestionrecei-ed fro+ +ar,et *artici*ants

# SEBI has been ta,ing ste*s to encourage retail in-estors to *artici*ate in the 10S Inorder to enhance +ore retail *artici*ation in the 10S *rocess and to si+*lify the bidding*rocess for retail in-estors it has been decided that2

#$ 10S notice shall continue to be gi-en latest by & *+ on T9# days <o.e-er T9# daysshall be rec,oned fro+ ban,ing day instead of trading day

## It .ould be +andatory for sellers to *ro-ide the o*tion to retail in-estors to *lace theirbids at cut off *rice in addition to *lacing *rice bids

% 5ccordingly *ara %7 of 10S circular dated 5ugust ! #!$" and *ara # of 10S circulardated Dece+ber !$ #!$" stands +odified as abo-e 5ll other conditions for sale of sharesthrough 10S fra+e.or, contained in the circulars CIR/MRD/D/$/#!$# dated 'uly $#!$# CIR/MRD/D/!"/#!$% dated 'anuary #& #!$% CIR/MRD/D/$8/#!$% dated May %!

#!$% CIR/MRD/D/ #" /#!$" 5ugust ! #!$" and CIR/MRD/D/%# /#!$" Dece+ber !$#!$" re+ain unchanged

" Stoc, Exchanges are ad-ised to2

"$ ta,e necessary ste*s and *ut in *lace necessary syste+s for i+*le+entation of abo-ei++ediately

"# +a,e necessary a+end+ents to the rele-ant bye9la.s rules and regulations for thei+*le+entation of the abo-e decision

FFGHFFJF KFLFHFFNFHF OFFPG

FQFFFFJF FFUVW Securities an" Exchange Boar" of

6n"iaage # of #



"% bring the *ro-isions of this circular to the notice of the +e+ber bro,ers of the stoc,exchange to also to disse+inate the sa+e on their .ebsite

& This circular is being issued in exercise of *o.ers conferred under Section $$ ($) of theSecurities and Exchange Board of India 5ct $77# to *rotect the interests of in-estors insecurities and to *ro+ote the de-elo*+ent of and to regulate the securities +ar,et

Xours faithfully0ano= >u$ar?eneral 0anagerE$ail< [email protected]#.in


6n"ia

age $ of #

*6'*:;A'CIR/MRD/D/$#/#!$& 'une # #!$&To

5ll Stoc, ExchangesDear Sir / Mada+Sub< 'e#ie9 of Offer for Sale (OFS) of Shares through Stoc Exchange 0echanis$$ Co+*rehensi-e guidelines on sale of shares through 1ffer for Sale +echanis+ .ereissued -ide circular no CIR/MRD/D/$/#!$# dated 'uly $ #!$# The 10S fra+e.or, hasbeen +odified subse6uently fro+ ti+e to ti+e on the basis of re*resentation/suggestionrecei-ed fro+ +ar,et *artici*ants

# SEBI has been ta,ing ste*s to encourage retail in-estors to *artici*ate in the 10S Inorder to enhance +ore retail *artici*ation in the 10S *rocess and to si+*lify the bidding*rocess for retail in-estors it has been decided that2

#$ 10S notice shall continue to be gi-en latest by & *+ on T9# days <o.e-er T9# daysshall be rec,oned fro+ ban,ing day instead of trading day

mailto:[email protected]




## It .ould be +andatory for sellers to *ro-ide the o*tion to retail in-estors to *lace theirbids at cut off *rice in addition to *lacing *rice bids

% 5ccordingly *ara %7 of 10S circular dated 5ugust ! #!$" and *ara # of 10S circulardated Dece+ber !$ #!$" stands +odified as abo-e 5ll other conditions for sale of sharesthrough 10S fra+e.or, contained in the circulars CIR/MRD/D/$/#!$# dated 'uly $#!$# CIR/MRD/D/!"/#!$% dated 'anuary #& #!$% CIR/MRD/D/$8/#!$% dated May %!#!$% CIR/MRD/D/ #" /#!$" 5ugust ! #!$" and CIR/MRD/D/%# /#!$" Dece+ber !$#!$" re+ain unchanged

" Stoc, Exchanges are ad-ised to2

"$ ta,e necessary ste*s and *ut in *lace necessary syste+s for i+*le+entation of abo-ei++ediately

"# +a,e necessary a+end+ents to the rele-ant bye9la.s rules and regulations for thei+*le+entation of the abo-e decision

FFGHFFJF KFLFHFFNFHF OFFPGFQFFFFJF FFUVW Securities an" Exchange Boar" of

6n"iaage # of #



"% bring the *ro-isions of this circular to the notice of the +e+ber bro,ers of the stoc,exchange to also to disse+inate the sa+e on their .ebsite


Xours faithfully0ano= >u$ar?eneral 0anagerE$ail< [email protected]#.in


6n"ia age $ of %*6'*:;A' CIR/MRD/D/ #" /#!$" 5ugust ! #!$" To 5ll Stoc, Exchanges Dear Sir /

Mada+Sub< Ex%an"ing the fra$e9or of Offer for Sale (OFS) of Shares through stocexchange $echanis$$ Co+*rehensi-e guidelines on sale of shares through 1ffer for Sale +echanis+ .ereissued -ide circular no CIR/MRD/D/$/#!$# dated 'uly $ #!$# These guidelines ha-ebeen +odified -ide circulars dated CIR/MRD/D/!"/#!$% dated 'anuary #& #!$% and

CIR/MRD/D/$8/#!$% dated May %! #!$%

# Yhile the 10S +echanis+ has been successfully used to di-est *ro+oter sta,e +ar,etfeedbac, indicated that there is a need to ta,e +easures to encourage retail *artici*ation in10S enable other large shareholders to use the 10S +echanis+ and ex*and the uni-erseof co+*anies to use this fra+e.or,

% 5ccordingly the 10S fra+e.or, shall be +odified as under

%$ The 10S +echanis+ shall be a-ailable to to* #!! co+*anies by +ar,et ca*itali?ationin any of the last four co+*leted 6uarters

%# 5ny non9*ro+oter shareholder of eligible co+*anies holding at least $!: of shareca*ital +ay also offer shares through the 10S +echanis+

%% In case a non9*ro+oter shareholder offers shares through the 10S +echanis+*ro+oters/ *ro+oter grou* entities of such co+*anies +ay *artici*ate in the 10S to*urchase shares sub;ect to co+*liance .ith a**licable *ro-isions of SEBI (Issue of Ca*italand Disclosure Re6uire+ents) Regulations #!!7 and SEBI (Substantial 5c6uisition ofShares and Ta,eo-ers) Regulations #!$$





%" Mini+u+ $!: of the offer si?e shall be reser-ed for retail in-estors 0or this *ur*oseretail in-estor shall +ean an indi-idual in-estor .ho *laces bids for shares of total -alue ofnot +ore than Rs# la,hs aggregated across the exchanges If the cu+ulati-e bid -alueacross exchanges exceeds Rs# la,hs in the retail category such bids shall be re;ected


6n"ia age # of %



%& Indi-idual retail in-estors shall ha-e the o*tion to bid in the retail category and thegeneral category <o.e-er if the cu+ulati-e bid -alue of such in-estors exceeds Rs#la,hs the bids in the retail category shall beco+e ineligible

% The cut off *rice ie the lo.est *rice at .hich the entire offer gets sold shall bedeter+ined based on all -alid bids The cut off *rice shall be deter+ined se*arately for bidsrecei-ed in the retail category and for bids recei-ed in the non9retail category

%8 A*on deter+ining the cut9off *rice the offer si?e reser-ed for retail in-estors shall beallocated to eligible bids of retail in-estors 5ny unutili?ed *ortion shall be offered to non9retail category of in-estors In case of excess de+and in retail category at the cut9off *riceallocation shall be on *ro*ortionate basis

% Indicati-e *rice for retail and non9retail *ortion shall be dis*layed se*arately

%7 Seller shall announce intention of sale of shares latest by & *+ on T9# day (T day being

the day of the 10S) to the stoc, exchange Stoc, exchanges shall infor+ the +ar,eti++ediately u*on recei*t of notice

%$! In case of disclosure of the floor *rice seller shall disclose the floor *rice latest by &*+ on T9$ day to the stoc, exchange Stoc, exchanges shall ensure that the sa+e isinfor+ed to the +ar,et i++ediately

%$$ Seller +ay offer discount to retail in-estors The details of discount and *ercentage ofreser-ation for retail in-estors shall be disclosed u*front in the notice of 10S to theexchange

%$# Discount to retail in-estors +ay be offered as follo.s2Multi*le Clearing *rice 10S9%$#$ Retail in-estors +ay be allocated shares at a discount to the cut9off *ricedeter+ined in the retail category irres*ecti-e of the bid *rice entered by the+ 1r

%$## Retail in-estors +ay be allocated shares at a discount to the bid *rice entered bythe+


6n"ia age % of %



Single clearing *rice 10S9%$#% Retail in-estors shall be allocated shares at a discount to cut off *rice deter+ined inthe retail category

%$% In case of both of the abo-e +ethodologies the discounted *rice .hich shall be thefinal allocation *rice to the retail in-estors +ay be belo. the floor *rice

" ara $ # & and *ara 8 of 10S circular dated 'uly $ #!$# stand accordingly +odified 5ll other conditions for sale of shares through 10S fra+e.or, contained in the circularsCIR/MRD/D/$/#!$# dated 'uly $ #!$# CIR/MRD/D/!"/#!$% dated 'anuary #& #!$%and CIR/MRD/D/$8/#!$% dated May %! #!$% re+ain unchanged

& Stoc, Exchanges are ad-ised to2

&$ ta,e necessary ste*s and *ut in *lace necessary syste+s for i+*le+entation of abo-e.ithin three .ee,s fro+ the date of this circular

&# ta,e ste*s to i+*le+ent *ara %7 and %$! abo-e .ith i++ediate effect

&% +a,e necessary a+end+ents to the rele-ant bye9la.s rules and regulations for thei+*le+entation of the abo-e decision

&" bring the *ro-isions of this circular to the notice of the +e+ber bro,ers of the stoc,exchange to also to disse+inate the sa+e on their .ebsite

This circular is being issued in exercise of *o.ers conferred under Section $$ ($) of theSecurities and Exchange Board of India 5ct $77# to *rotect the interests of in-estors insecurities and to *ro+ote the de-elo*+ent of and to regulate the securities +ar,et

Xours faithfully 0anin"er *hee$a De%uty ?eneral 0anager E$ail<

$anin"[email protected]#.in


6n"ia

CIRCA35RCIR/MRD/D/ $8 /#!$% May %! #!$%ToBSE 3td4ational Stoc, Exchange of India 3tdMCZ Stoc, Exchange 3td





Dear Sir / Mada+Sub< *o$%rehensi#e gui"elines on Offer For Sale (OFS) of Shares by ro$otersthrough the Stoc Exchange 0echanis$.$ This is .ith reference to the co+*rehensi-e guidelines on sale of shares through 10S+echanis+ issued -ide circular no CIR/MRD/D/$/#!$# dated 'uly $ #!$# anda+ended -ide circular CIR/MRD/D/!"/#!$# dated 'anuary #& #!$%

# The aforesaid circular is a+ended as under2#$ ara & (b) shall be re*laced by the follo.ing2

>Seller(s) shall announce the intention of sale of shares at least on the day *rior to the offerfor sale along .ith the follo.ing infor+ation2>## ara & (b) (i) to (-iii) shall re+ain the sa+e

% 5ll other conditions for sale of shares through 10S fra+e.or, shall be as *er SEBICircular CIR/MRD/D/$/#!$# dated 'uly $ #!$# and circular CIR/MRD/D/!"/#!$#dated 'anuary #& #!$%

" Stoc, Exchanges are directed to bring the *ro-isions of this circular to the notice of thestoc, bro,ers and also disse+inate the sa+e on their .ebsite


Xours faithfullyManinder Chee+aDe*uty eneral Managere+ail2 +aninderc[sebigo-in

¼ããÀ¦ããè¾ã ¹ãÆãä¦ã¼ãîãä¦ã ‚ããõÀãäÌããä¶ã½ã¾ã ºããñ¡ÃSecurities an" Exchange Boar" of 6n"ia*6'*:;A'CIR/MRD/D/ $ /#!$# 'uly $ #!$#

The Managing Director and CE1 The Managing Director Bo+bay Stoc, Exchange 3i+ited 4ational Stoc, Exchange of India 3tdhiro?e 'ee;eebhoy To.ers Exchange la?a Bandra \urla Co+*lexDalal Street Bandra (E)Mu+bai 9 "!!!!$ Mu+bai 9 "!! !&$Dear SirSub< *o$%rehensi#e gui"elines on Offer For Sale (OFS) of Shares by ro$oters throughthe Stoc Exchange 0echanis$





This has reference to circular no CIR/MRD/D/!&/#!$# dated 0ebruary $ #!$#CIR/MRD/D/!8/#!$# dated 0ebruary #% #!$# and CIR/MRD/D//#!$# dated 0ebruary #8#!$# on the ca*tioned sub;ectSe-eral re*resentations/suggestions ha-e been recei-ed fro+ the +ar,et *artici*ants on fe.*ro-isions of the abo-e circulars 5fter due exa+ination and deliberation .ith the +ar,et*artici*ants it has been decided to re*lace the *rocedures and instructions contained in the

afore+entioned circulars by the follo.ing21. Eligibility(a) ExchangesThe facility of offer for sale of shares shall be a-ailable on Bo+bay Stoc, Exchange(BSE) and 4ational Stoc, Exchange (4SE)(b) Sellers(i) 5ll *ro+oter(s)/ *ro+oter grou* entities of such co+*anies that are eligible for trading and are re6uired to increase *ublic shareholding to +eet the +ini+u+*ublic shareholding re6uire+ents in ter+s Rule $7(#)(b) and $75 of SecuritiesContracts (Regulation) Rules $7&8 (SCRR) read .ith clause "!5 (ii) (c) of 3isting 5gree+ent

¼ããÀ¦ããè¾ã ¹ãÆãä¦ã¼ãîãä¦ã ‚ããõÀãäÌããä¶ã½ã¾ã ºããñ¡ÃSecurities an" Exchange Boar" of 6n"ia(ii) 5ll *ro+oter(s)/ *ro+oter grou* entities of to* $!! co+*anies based on a-erage+ar,et ca*itali?ation of the last co+*leted 6uarter0or (i) and (ii) abo-e the *ro+oter/*ro+oter grou* entities should not ha-e *urchasedand/or sold the shares of the co+*any in the $# .ee,s *eriod *rior to the offer and theyshould underta,e not to *urchase and/or sell shares of the co+*any in the $# .ee,s*eriod after the offer <o.e-er .ithin the cooling off *eriod of =$# .ee,s the*ro+oter(s)/*ro+oter grou* entities can offer their shares only through 10S/ Institutionallace+ent rogra++e (I) .ith a ga* of # .ee,s bet.een successi-e offers

The abo-e shall also be a**licable on *ro+oter(s) /*ro+oter grou* entities .ho ha-ealready offered their shares through 10S/I(c) Buyers

5ll in-estors registered .ith the bro,ers of the afore+entioned stoc, exchanges other than the *ro+oter(s)/ *ro+oter grou* entities2. Definitions(a) >Single Clearing rice] is the *rice at .hich the shares are allocated to the successfulbidders in a *ro*ortionate basis +ethodology(b) ^Multi*le Clearing rices] are the *rices at .hich the shares are allocated to thesuccessful bidders in a *rice *riority +ethodology(c) ^Indicati-e rice] is the -olu+e .eighted a-erage *rice of all the -alid/confir+ed bids(d) ^0loor rice] is the +ini+u+ *rice at .hich the seller intends to sell the shares

3. Sie of Offer for sale of sharesThe si?e of the offer shall be a +ini+u+ of ` #& crores <o.e-er si?e of offer can be lessthan ` #& crores so as to achie-e +ini+u+ *ublic shareholding in a single tranche!. A"#ertise$ent an" offer ex%enses(a) 5d-ertise+ents about the offer for sale of shares through stoc, exchange(s) if anyshall be +ade after the announce+ent/ notice of the offer for sale of shares to the stoc,



¼ããÀ¦ããè¾ã ¹ãÆãä¦ã¼ãîãä¦ã ‚ããõÀãäÌããä¶ã½ã¾ã ºããñ¡ÃSecurities an" Exchange Boar" of 6n"iaexchanges in accordance .ith *ara & (b) belo. and its contents shall be restricted to the

contents of the notice as gi-en to the stoc, exchange under ara & (b)(b) 5ll ex*enses relating to offer for sale of shares through stoc, exchange(s) shall be borneby the seller(s)&. O%erational 'euire$ents(a) A%%oint$ent of Broer The Seller(s) .ill a**oint bro,er(s) for this *ur*ose The Seller_s bro,er(s) +ay alsounderta,e transactions on behalf of eligible buyers(b) *ontents of the announce$ent+ ,otice of the Offer for sale of sharesSeller(s) shall announce the intention of sale of shares at least one clear trading day*rior to the o*ening of offer along .ith the follo.ing infor+ation2(i) 4a+e of the seller(s) (*ro+oter/ *ro+oter grou*) and the na+e of the co+*any.hose shares are *ro*osed to be sold

(ii) 4a+e of the Exchange(s) .here the orders shall be *laced In case orders are tobe *laced on both BSE and 4SE one of the+ shall be declared as the DesignatedStoc, Exchange (^DSE])(iii) Date and ti+e of the o*ening and closing of the offer(i-) 5llocation +ethodology ie either on a *rice *riority (+ulti*le clearing *rices) basisor on a *ro*ortionate basis at a single clearing *rice(-) 4u+ber of shares being offered for sale(-i) The +axi+u+ nu+ber of shares that the seller +ay choose to sell o-er and abo-ethe offer +ade at *oint (-) abo-e The na+e of the bro,er(s) on behalf of theseller(s)(-ii) The date and ti+e of the declaration of floor *rice if the seller(s) chooses toannounce it to the +ar,et 5lternati-ely a declaration to the effect that the floor

*rice .ill be sub+itted to the DSE in a sealed en-elo*e that shall be disclosed *ostclosure of the offer(-iii) Conditions if any for .ithdra.al or cancellation of the offer

¼ããÀ¦ããè¾ã ¹ãÆãä¦ã¼ãîãä¦ã ‚ããõÀãäÌããä¶ã½ã¾ã ºããñ¡ÃSecurities an" Exchange Boar" of 6n"ia(c) Floor %rice(i) In case the seller chooses to disclose the floor *rice the seller(s) shall declare itafter the close of trading hours and before the close of business hours of theexchanges on T9$ day else the seller(s) shall gi-e the floor *rice in a sealed

en-elo*e to DSE before the o*ening of the offer (T day being the day of the offer for sale)(ii) The floor *rice if not declared to the +ar,et shall not be disclosed to anybodyincluding the selling bro,er(s)(iii) Sealed en-elo*e shall be o*ened by the DSE after the closure of the offer for saleand the floor *rice suitably disse+inated to the +ar,et(") -i$elines(i) The duration of the offer for sale shall be as *er the trading hours of the secondary+ar,et and shall not exceed one trading day



(ii) The *lacing of orders and funds on the exchange syste+ shall ta,e *lace onlyduring trading hours(iii) In case of institutional trades the custodians shall conclude the confir+ation of bids .ith the a-ailable funds not later than the end of the half an hour *ost closesession(e) Or"er lace$ent

(i) 5 se*arate .indo. for the *ur*ose of offer for sale of shares shall be created bystoc, exchanges Modification/ Cancellation of orders/ bids .ill be allo.ed duringthe duration of the offer only for bids for .hich $!!: u*front +argin has beenrecei-ed <o.e-er +odification/ cancellation of orders/ bids shall not be allo.edduring the last ! +inutes of the duration of the offer(ii) Cu+ulati-e orders/ bid 6uantity infor+ation shall be +ade a-ailable online by theexchanges at s*ecific ti+e inter-als The indicati-e *rice shall be disclosed by theexchanges only during the last ! +inutes of the duration of the offer for sale(iii) If the security has a *rice band in the nor+al seg+ent the sa+e shall not a**ly for the orders *laced in the offer for sale Stoc, s*ecific tic, si?e as *er the extant*ractice in nor+al trading session shall be +ade a**licable for this .indo.

¼ããÀ¦ããè¾ã ¹ãÆãä¦ã¼ãîãä¦ã ‚ããõÀãäÌããä¶ã½ã¾ã ºããñ¡ÃSecurities an" Exchange Boar" of 6n"ia(i-) In case of shares under offer for sale the trading in the nor+al +ar,et shall alsocontinue <o.e-er in case of +ar,et closure due to the incidence of breach of `Mar,et .ide index based circuit filter_ the offer for sale shall also be halted(-) 1nly li+it orders/ bids shall be *er+itted(-i) Multi*le orders fro+ a single buyer shall be *er+itted(-ii) In case floor *rice is disclosed orders/ bids belo. floor *rice shall not be acce*ted/. 'is 0anage$ent(a) Clearing Cor*oration/ Clearing house shall collect $!!: of the order -alue in cash fro+

non9institutional in-estors at the order le-el for e-ery buy order/ bid Institutionalin-estors shall ha-e an o*tion to *ay either #&: of the order -alue or $!!: of the order -alue in cash at the order le-el for e-ery buy order/ bid to the Clearing Cor*oration/Clearing house Such funds shall neither be utili?ed against any other obligation of thetrading +e+ber nor co9+ingled .ith other seg+ents(b) Modification/ Cancellation of orders/ bids .ill be allo.ed only for bids for .hich $!!:u*front +argin has been recei-ed In case of order/bid +odification/cancellation suchfunds shall be released/collected on a real ti+e basis by the stoc, exchange(c) The seller(s) shall de*osit the entire 6uantity of shares offered for sale including theadditional shares disclosed at ara &(b)(-i) as *ay9in .ith the clearingcor*oration/clearing house of DSE *rior to the co++ence+ent of the offer 4o other +argin shall be charged on the seller(s)

. Allocation(a) Mini+u+ of #&: of the shares offered shall be reser-ed for +utual funds and insuranceco+*anies sub;ect to allocation +ethodology 5ny unsubscribed *ortion thereof shall bea-ailable to the other bidders(b) The orders shall be cu+ulated by the DSE i++ediately on close of the offer Based onthe +ethodology for allocation to be follo.ed as disclosed in the notice the DSE shalldra. u* the allocation ie either on a *rice *riority (+ulti*le *rices) basis or on a*ro*ortionate basis at a single clearing *rice(c) 4o allocation .ill be +ade in case of order/ bid is belo. floor *rice



(d) 4o single bidder other than +utual funds and insurance co+*anies shall be allocated+ore than #&: of the si?e of offer for sale

¼ããÀ¦ããè¾ã ¹ãÆãä¦ã¼ãîãä¦ã ‚ããõÀãäÌããä¶ã½ã¾ã ºããñ¡ÃSecurities an" Exchange Boar" of 6n"ia(e) The allocation details shall be shared by the DSE .ith the other exchange after theallocation is crystalli?ed. (i) Settle$enta The allocation and the obligations resulting thereof shall be inti+ated to the bro,ers on Tdayb The settle+ent shall ta,e *lace si+ilar to trade for trade basis and shall be co+*leted onT = $ day There shall be no netting of settle+ent at bro,er_s endc 0unds collected fro+ the bidders .ho ha-e not been allocated shares shall be releasedafter the do.nload of the obligationd 1n T=$ day to the extent of obligation deter+ined the clearing Cor*oration/ Clearinghouse of DSE shall transfer such nu+ber of shares to the clearing cor*oration/clearing

house of the other stoc, exchange .ithout consideration of +oney Excess shares if any shall be returned to seller bro,er(s)The direct credit of shares shall be gi-en to thede+at account of the successful bidder *ro-ided such +anner of credit is indicated bythe bro,er/bidder(ii) an"ling of "efault in %ay4ina In the e-ent of default in *ay9in an a+ount of $!: of the bid -alue shall be forfeited as a*enalty and shall be credited to In-estor rotection 0und The balance a+ount shall bereturned to the bidderb The *rice at .hich allot+ents ha-e been +ade based on the allocation on T day shallnot be re-ised as a result of any default in *ay9inc Issuer shall ha-e the o*tion to cancel in full or conclude the offerd 5llot+ent details after settle+ent shall also be disse+inated by the exchange

e 5llocation details after settle+ent shall be consolidated by the DSE and excess sharesif any shall be returned by the res*ecti-e Clearing Cor*oration/ Clearing house to theseller(s) bro,er(s)f Settle+ent uarantee 0und shall not be a-ailable for 10S through stoc, exchange+echanis+5. 6ssuance of *ontract ,otesThe bro,ers shall be re6uired to issue contracts note to its clients based on the allot+ent*rice and 6uantity in ter+s of conditions s*ecified by the exchange

¼ããÀ¦ããè¾ã ¹ãÆãä¦ã¼ãîãä¦ã ‚ããõÀãäÌããä¶ã½ã¾ã ºããñ¡ÃSecurities an" Exchange Boar" of 6n"ia17. 8ith"ra9al of offer The offer for sale +ay be .ithdra.n *rior to its *ro*osed o*ening In such a case there .illbe a cooling off *eriod of $! trading days fro+ the date of .ithdra.al before an offer is+ade once again The stoc, exchange(s) shall suitably disse+inate details of such.ithdra.al11. *ancellation of offer Cancellation of offer shall not be *er+itted during the bidding *eriod If the seller(s) fails toget sufficient de+and at or abo-e the floor *rice he +ay choose to either conclude the offer



or cancel it in full The seller +ay also choose to conclude the offer or cancel it in full incase of defaults in settle+ent obligation12. This circular shall su*ersede the circulars no CIR/MRD/D/!&/#!$# dated 0ebruary $#!$# CIR/MRD/D/!8/#!$# dated 0ebruary #% #!$# and CIR/MRD/D//#!$# dated0ebruary #8 #!$#13. Stoc, Exchanges are ad-ised to2

a ta,e necessary ste*s and *ut in *lace necessary syste+s for i+*le+entation of theabo-eb +a,e necessary a+end+ents to the rele-ant bye9la.s rules and regulations for thei+*le+entation of the abo-e decisionc bring the *ro-isions of this circular to the notice of the +e+ber bro,ers of the stoc,exchange and also to disse+inate the sa+e on the .ebsite1!. This circular is being issued in exercise of *o.ers conferred under Section $$ ($) of the Securities and Exchange Board of India 5ct $77# to *rotect the interests of in-estors in securities and to *ro+ote the de-elo*+ent of and to regulate thesecurities +ar,etXours faithfullyarini Bala=iDe%uty ?eneral 0anager 72242/[email protected]#.in

Securities an" Exchange Boar" of 6n"ia*6'*:;A'

CIR/MRD/D/ !&/#!$# 0ebruary $ #!$#The Managing Director and CE1 The Managing DirectorBo+bay Stoc, Exchange 3i+ited 4ational Stoc, Exchange of India 3tdhiro?e 'ee;eebhoy To.ers Exchange la?a B*andra \urla Co+*lexDalal Street Bandra (E)Mu+bai 9 "!!!!$ Mu+bai 9 "!! !&$Dear SirSub< Offer For Sale of Shares by ro$oters through the Stoc Exchange 0echanis$In order to facilitate *ro+oters to dilute/offload their holding in listed co+*anies in a trans*arent+anner .ith .ider *artici*ation it has been decided to allo. the offer for sale of shares by*ro+oters of such co+*anies through a se*arate .indo. *ro-ided by the stoc, exchange(s)The guidelines for the sa+e are as under2

1. Eligibility

(a) Exchanges

To begin .ith the facility of offer for sale of shares shall be a-ailable on Bo+bay Stoc,Exchange (BSE) and 4ational Stoc, Exchange (4SE)(b) Sellers





(i) 5ll *ro+oter(s)/ *ro+oter grou* entities of such co+*anies that are eligible for trading andare re6uired to increase *ublic shareholding to +eet the +ini+u+ *ublic shareholdingre6uire+ents in ter+s Rule $7(#)(b) and $75 of Securities Contracts (Regulation) Rules $7&8(SCRR) read .ith clause "!5 (ii) (c) of 3isting 5gree+ent

(ii) 5ll *ro+oter(s)/ *ro+oter grou* entities of to* $!! co+*anies based on a-erage +ar,et

ca*itali?ation of the last co+*leted 6uarter

0or (i) and (ii) abo-e the *ro+oter/*ro+oter grou* entities should not ha-e *urchased and/or

sold the shares of the co+*any in the $# .ee,s *eriod *rior to the offer and they Securitiesan" Exchange Boar" of 6n"ia



should underta,e not to *urchase and/or sell shares of the co+*any in the $# .ee,s *eriodafter the offer(c) Buyers

5ll in-estors registered .ith the bro,ers of the afore+entioned stoc, exchanges other than the*ro+oter(s)/ *ro+oter grou* entities

2. Definitions

(a) >Single Clearing rice] is the *rice at .hich the shares are allocated to the successfulbidders in a *ro*ortionate basis +ethodology

(b) ^Multi*le Clearing rices] are the *rices at .hich the shares are allocated to the successfulbidders in a *rice *riority +ethodology

(c) ^Indicati-e rice] is the *rice at .hich the 6uantity offered is exhausted

(d) ^0loor rice] is the +ini+u+ *rice at .hich the seller intends to sell the shares

3. Sie of Offer for sale of shares

The si?e of the offer shall be atleast $: of the *aid9u* ca*ital of the co+*any sub;ect to a+ini+u+ of Rs #& crores <o.e-er in res*ect of co+*anies .here $: of the *aid9u* ca*ital atclosing *rice on the s*ecified date is less than Rs #& crores dilution .ould be atleast $!: of the*aid9u* ca*ital or such lesser *ercentage so as to achie-e +ini+u+ *ublic shareholding in asingle trancheNote: Specified date shall be the last trading day of the last completed quarter!. A"#ertise$ent an" offer ex%enses

(a) 5d-ertise+ents about the offer for sale of shares through stoc, exchange(s) shall be +adeafter the announce+ent/ notice of the offer for sale of shares has been +ade to the stoc,

exchanges in accordance .ith *ara & (b) belo.(b) 5ll ex*enses relating to offer for sale of shares through stoc, exchange(s) shall be borne bythe seller(s)

Securities an" Exchange Boar" of 6n"ia



&. O%erational 'euire$ents

(a) A%%oint$ent of Broer

The Seller(s) .ould ha-e to a**oint Sellers bro,er(s) for this *ur*ose The Seller s bro,er(s)‟ ‟+ay also underta,e transactions on behalf of eligible buyers(b) Announce$ent+ ,otice of the Offer for sale of shares

Seller(s) shall announce the intention of sale of shares at least one clear trading day *rior to theo*ening of offer along .ith the follo.ing infor+ation2(i) 4a+e of the seller(s) (*ro+oter/ *ro+oter grou*) and the na+e of the co+*any .hoseshares are *ro*osed to be sold

(ii) 4a+e of the Exchange(s) .here the orders shall be *laced In case orders are to be *lacedon both BSE and 4SE one of the+ shall be declared as the Designated Stoc, Exchange(^DSE])

(iii) Date and ti+e of the o*ening and closing of the offer

(i-) 5llocation +ethodology ie either on a *rice *riority (+ulti*le clearing *rices) basis or on a*ro*ortionate basis at a single clearing *rice

(-) 4u+ber of shares being offered for sale

(-i) The na+e of the bro,er(s) on behalf of the seller(s)

(-ii) 0loor *rice if the seller(s) chooses to announce it to the +ar,et or a declaration to the effectthat the floor *rice .ill be sub+itted to the stoc, exchange(s) in a sealed en-elo*e .hich shallbe declared *ost closure of the offer

(-iii) Conditions if any for .ithdra.al or cancellation of the offer

(c) Floor %rice

(i) Seller(s) +ay declare a floor *rice in the announce+ent/ notice

(ii) In case the seller(s) chooses not to *ublicly disclose the floor *rice the seller(s) shall gi-ethe floor *rice in a sealed en-elo*e to DSE before the o*ening of the offer

(iii) The floor *rice if not declared to the +ar,et shall not be disclosed to anybody including theselling bro,er(s)




(i-) Sealed en-elo*e shall be o*ened by the DSE after the closure of the offer for sale and thefloor *rice suitably disse+inated to the +ar,et

(") -i$elines

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

(ii) The *lacing of orders by trading +e+bers shall ta,e *lace during trading hours

(e) Or"er lace$ent

(i) 5 se*arate .indo. for the *ur*ose of offer for sale of shares shall be created by stoc,exchanges Modification/ Cancellation of orders/ bids .ill be allo.ed during the *eriod of theoffer <o.e-er +odification/ cancellation of orders/ bids shall not be allo.ed during the last %!+inutes of the duration of the offer

(ii) Indicati-e rice and Cu+ulati-e orders/ bid 6uantity infor+ation shall be +ade a-ailableonline by the exchanges at s*ecific ti+e inter-als

(iii) 4o *rice bands shall be a**licable for the orders/ bids *laced in the offer for sale Stoc,s*ecific tic, si?e as *er the extant *ractice in nor+al trading session shall be +ade a**licablefor this .indo.

(i-) In case of shares under offer for sale the trading in the nor+al +ar,et shall also continue<o.e-er in case of +ar,et closure due to the incidence of breach of Mar,et .ide index basedcircuit filter the offer for sale shall be halted‟

(-) 1nly li+it orders/ bids shall be *er+itted

(-i) Multi*le orders fro+ a single buyer shall be *er+itted

(-ii) In case floor *rice is disclosed orders/ bids belo. floor *rice shall not be acce*ted

/. 'is 0anage$ent

(a) Stoc, Exchange shall collect $!!: of the order -alue in cash at the order le-el for e-erybuy order/ bid Such funds shall neither be utili?ed against any other obligation of the trading+e+ber nor co9+ingled .ith other seg+ents Such u*front collection shall also be a**licable for all institutional orders

(b) In case of order/bid +odification/cancellation such funds shall be released/collected on areal ti+e basis by the stoc, exchange




(c) The seller(s) shall de*osit the entire 6uantity of shares offered for sale as *ayin .ith theclearing cor*oration/clearing house or DSE *rior to the co++ence+ent of the offer 4o other+argin shall be charged on the seller(s)

. Allocation

(a) Mini+u+ of #&: of the shares offered shall be reser-ed for +utual funds and insuranceco+*anies sub;ect to allocation +ethodology 5ny unsubscribed *ortion thereof shall bea-ailable to the other bidders

(b) The orders shall be cu+ulated by the DSE i++ediately on close of the offer Based on the+ethodology for allocation to be follo.ed as disclosed in the notice the DSE shall dra. u* theallocation ie either on a *rice *riority (+ulti*le *rices) basis or on a *ro*ortionate basis at asingle clearing *rice

(c) 4o allocation .ill be +ade incase of order/ bid is belo. floor *rice

(") 4o single bidder other than +utual funds and insurance co+*anies shall be allocated +ore

than #&: of the si?e of offer for sale

. Settle$ent

(a) The settle+ent shall ta,e *lace si+ilar to trade for trade basisand shall be co+*leted latestby T = # day (.here T is the date of the closure of the offer) The allocation and the obligationsresulting thereof shall be inti+ated to the bro,ers not later than T=$ day

(b) There shall be no netting of settle+ent at bro,er s end‟

(c) The clearing house of DSE shall transfer the shares recei-ed as *ayin to the clearingcor*oration/clearing house of the other stoc, exchange to the extent of their obligations

(") 0unds collected fro+ the bidders .ho ha-e not been allocated shares shall be released after the do.nload of the obligation

(e) The direct credit of shares shall be gi-en to the de+at account of the successful bidder*ro-ided it is indicated by the bro,er/bidder

5. 6ssuance of *ontract ,otes

The bro,ers shall be re6uired to issue contract note to the client based on the allot+ent *riceand 6uantity in ter+s of conditions s*ecified by the exchange17. 8ith"ra9al of offer




The offer for sale +ay be .ithdra.n *rior to its *ro*osed o*ening In such a case there .ill be acooling off *eriod of $! trading days fro+ the date of .ithdra.al before an offer is +ade onceagain The stoc, exchange(s) shall suitably disse+inate details of such .ithdra.al11. *ancellation of offer

Cancellation of offer shall not be *er+itted during the bidding *eriod If the seller(s) fails to get

sufficient de+and at or abo-e the floor *rice he +ay choose to either conclude the offer orcancel it in full12. Stoc, Exchanges are ad-ised to2

a ta,e necessary ste*s and *ut in *lace necessary syste+s for i+*le+entation of theabo-e

b +a,e necessary a+end+ents to the rele-ant bye9la.s rules and regulations for thei+*le+entation of the abo-e decision

c bring the *ro-isions of this circular to the notice of the +e+ber bro,ers

of the stoc, exchange and also to disse+inate the sa+e on the .ebsited co++unicate to SEBI the status of i+*le+entation of the *ro-isions of this circular in theMonthly De-elo*+ent Re*ort

13. This circular is being issued in exercise of *o.ers conferred under Section $$ ($) of theSecurities and Exchange Board of India 5ct $77# to *rotect the interests of in-estors insecurities and to *ro+ote the de-elo*+ent of and to regulate the securities +ar,et

Xours faithfullyarini Bala=i

De%uty ?eneral 0anager72242/[email protected]#.in





lace$ent rogra$$e

About 6nstitutional lace$ent rogra$$e (6)

The Securities Exchange Board 1f India (SEBI) has notified the a+end+ent of ICDR (ISSAE 10 C5IT53 54DDISC31SARE REAIREME4TS) Cha*ter III 5 regarding Institutional lace+ent rogra++e (I) The details of the Institutional lace+ent rogra++e (I) are as listed belo.

A%%licability<

The *ro-isions of this Cha*ter shall a**ly to issuance of fresh shares and or offer for sale of shares in a listed issuer for the *ur*ose of achie-ing +ini+u+ *ublic shareholding in ter+s of Rule $7(#)(b) and $75 of the SecuritiesContracts (Regulation) Rules $7&8

Definitions<

• >eligible securities> shall +ean e6uity shares of sa+e class listed and traded in the stoc, exchange(s)

• >eligible seller> include listed issuer *ro+oter/*ro+oter grou* of listed issuer

• >institutional *lace+ent *rogra++e> +eans a further *ublic offer of eligible securities by an eligible seller in

.hich the offer allocation and allot+ent of such securities is +ade only to 6ualified institutional buyers in

ter+s of this Cha*ter

*on"itions for institutional %lace$ent %rogra$$e.

• 5n institutional *lace+ent *rogra++e +ay be +ade only after a s*ecial resolution a**ro-ing the institutional

*lace+ent *rogra++e has been *assed by the shareholders of the issuer in ter+s of section $($5) of the

Co+*anies 5ct $7&

• 4o *artly *aid9u* securities shall be offered

• The issuer shall obtain an in9*rinci*le a**ro-al fro+ the stoc, exchange(s)

A%%oint$ent of $erchant baner.

5n institutional *lace+ent *rogra++e shall be +anaged by +erchant ban,er(s) registered .ith the Board .ho shallexercise due diligence

Offer Docu$ent



• The institutional *lace+ent *rogra++e shall be +ade on the basis of the offer docu+ent .hich shall contain

all +aterial infor+ation including those s*ecified in Sche"ule 666

• The issuer shall si+ultaneously .hile registering the offer docu+ent .ith the Registrar of Co+*anies file a

co*y thereof .ith the Board and .ith the stoc, exchange(s) through the lead +erchant ban,er

• The issuer shall file the soft co*y of the offer docu+ent .ith the Board as s*ecified in Sche"ule along

.ith the fee as s*ecified in Sche"ule 6

• The offer docu+ent shall also be *laced on the .ebsite of the concerned stoc, exchange and of the issuer

clearly stating that it is in connection .ith institutional *lace+ent *rogra++e and that the offer is being +ade

only to the 6ualified institutional buyers

• The +erchant ban,er shall sub+it to the Board a due diligence certificate as *er 0or+ 5 of Sche"ule 6

stating that the eligible securities are being issued under institutional *lace+ent *rogra++e and that the

issuer co+*lies .ith re6uire+ents of this Cha*ter

ricing an" allocation+allot$ent<

• The eligible seller shall announce a floor *rice or *rice band at least one day *rior to the o*ening of

institutional *lace+ent *rogra++e

• The eligible seller shall ha-e the o*tion to +a,e allocation/allot+ent as *er any of the follo.ing +ethods

o *ro*ortionate basis

o *rice *riority basis or

o criteria as +entioned in the offer docu+ent

•

The +ethod chosen shall be disclosed in the offer docu+ent

• 5llocation/allot+ent shall be o-erseen by stoc, exchange before final allot+ent

'estrictions<



• The *ro+oter or *ro+oter grou* .ho are offering their eligible securities should not ha-e *urchased and/ or

sold the eligible securities of the co+*any in the t.el-e .ee,s *eriod *rior to the offer and they should

underta,e not to *urchase and / or sell eligible securities of the co+*any in the t.el-e .ee,s *eriod after

the offer

• 5llocation/allot+ent under the institutional *lace+ent *rogra++e shall be +ade sub;ect to the follo.ing

conditions2

o Mini+u+ of t.enty fi-e *er cent of eligible securities shall be allotted to +utual funds and

insurance co+*anies2 ro-ided that if the +utual funds and insurance co+*anies do not subscribe

to said +ini+u+ *ercentage or any *art thereof such +ini+u+ *ortion or *art thereof +ay be

allotted to other 6ualified institutional buyers

o 4o allocation/allot+ent shall be +ade either directly or indirectly to any 6ualified institutional buyer

.ho is a *ro+oter or any *erson related to *ro+oters of the issuer2

ro-ided that a 6ualified institutional buyer .ho does not hold any shares in the issuer and .ho has

ac6uired the rights in the ca*acity of a lender shall not be dee+ed to be a *erson related to *ro+oters

• The issuer shall acce*t bids using 5SB5 facility only

• The bids +ade by the a**licants in institutional *lace+ent *rogra++e shall not be re-ised do.n.ards or

.ithdra.n

0ini$u$ nu$ber of allottees<

• The +ini+u+ nu+ber of allottees for each offer of eligible securities +ade under institutional *lace+ent

*rogra++e shall not be less than ten2

o ro-ided that no single allottee shall be allotted +ore than t.enty fi-e *er cent of the offer si?e

• The 6ualified institutional buyers belonging to the sa+e grou* or .ho are under sa+e control shall be

dee+ed to be a single allottee



'estrictions on sie of the offer

• The aggregate of all the tranches of institutional *lace+ent *rogra++e +ade by the eligible seller shall not

result in increase in *ublic shareholding by +ore than ten *er cent or such lesser *er cent as is re6uired toreach +ini+u+ *ublic shareholding

• Yhere the issue has been o-ersubscribed an allot+ent of not +ore than ten *er cent of the offer si?e shall

be +ade by the eligible seller

erio" of Subscri%tion an" "is%lay of "e$an"

• The issue shall be ,e*t o*en for a +ini+u+ of one day or +axi+u+ of t.o days

• The aggregate de+and schedule shall be dis*layed by stoc, exchange(s) .ithout disclosing the *rice

8ith"ra9al of offer

The eligible seller shall ha-e the right to .ithdra. the offer in case it is not fully subscribed

-ransferability of eligible securities

The eligible securities allotted under institutional *lace+ent *rogra++e shall not be sold by the allottee for a *eriod of one year fro+ the date of allocation/allot+ent exce*t on a recognised stoc, exchange

SEBI Circulars Date of circular Do.nload

5+end+ent 9 SEBI (Issue of Ca*ital and Disclosure Re6uire+ents)Regulations #!$#

%!th 'anuary #!$#

Exchange Circulars Date of circular

Moc, Trading Session for Institutional lace+ent rogra++e (I) $th March #!$#

Site o*ti+i?ed for IE abo-e resolution $!#" Z 8 abo-e Disclai+er Site+a*

About 'e#erse Boobuil"ing

Securities and Exchange Board of India has issued the SEBI (Delisting of E6uity Shares) Regulations #!!7 for -oluntary delisting of e6uity shares fro+ stoc, exchanges .hich *ro-ide the o-erall fra+e.or, for -oluntary delistingby a *ro+oter or ac6uirer through a *rocess referred to as Re-erse Boo, Building

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The *ro+oter or ac6uirer shall a**oint a Merchant Ban,er and also a trading +e+ber for *lacing bids on the onlineelectronic syste+ The Merchant Ban,er and *ro+oter shall +a,e a *ublic announce+ent and also dis*atch a letter of offer to the *ublic shareholders along .ith a bidding for+ Shareholders +ay a**roach the trading +e+ber for *lacing offers on the on9line electronic syste+ .ith the bidding for+ The shareholders desirous of a-ailing the exito**ortunities are re6uired to tender their shares to the trading +e+bers *rior to *lace+ent of orders 5lternately they+ay +ar, a *ledge for the shares

The final offer *rice shall be deter+ined as the *rice at .hich the +axi+u+ nu+ber of shares has been offered The*ro+oter shall ha-e the choice to acce*t / not acce*t the *rice If the *rice is acce*ted the *ro+oter shall be re6uiredto acce*t all -alid offers u*to and including the final *rice <o.e-er if the 6uantity eligible for ac6uiring securities atthe final *rice offered does not result in *ro+oter holding crossing the li+its s*ecified in the Regulations the offer shall be dee+ed to ha-e failed and the co+*any shall re+ain listed

5t the end of the offer the +erchant ban,er to the boo, building exercise shall announce the final *rice and theacce*tance (or not) of the *rice by the *ro+oter 5ny re+aining *ublic shareholders +ay tender shares to the*ro+oter at the sa+e final *rice u*to a *eriod of one year fro+ the date of delisting

S*ecial *ro-isions ha-e been *ro-ided in case of -oluntary delisting of s+all co+*anies E6uity shares of suchco+*anies +ay be delisted .ithout follo.ing the Re

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