Regulation 141. Minimum subscription
141(1).
Minimum Subscription Requirement
The issue must receive a minimum subscription of at least 90% of the offer made through the offer document.
This means the issuer must receive applications amounting to at least 90% of the securities offered to the public.
The requirement applies to an issue made through the offer document.
Exception:
This 90% minimum subscription requirement does not apply to an offer for sale (OFS) of specified securities.
Example:
An issuer offers 10 lakh specified securities through the offer document.
The minimum subscription required would be 9 lakh securities, representing 90% of the offer.
If applications are received for only 8 lakh securities, the 90% threshold is not met.
However, if the transaction is an OFS of specified securities, this particular 90% requirement does not apply.
141(2).
Refund Where Minimum Subscription Is Not Received
If the issue does not receive the minimum subscription of 90% required under sub-regulation (1), the issuer must refund all application monies received.
The refund must be made to all applicants who paid application money.
The refund must be made forthwith, meaning without unnecessary delay.
In any event, the refund must be completed no later than 4 days from the closure of the issue.
Therefore, the issuer cannot retain the application money when the minimum subscription requirement is not met.
Example:
An issue closes on 10 October.
The issue receives less than the required 90% minimum subscription.
The issuer must refund all application monies.
The refund must be completed no later than 14 October, subject to the applicable working-day calculation.
Regulation 142. Period of subscription
142(1).
Duration of Further Public Issue
A further public issue must generally remain open for:
At least 3 working days.
Not more than 10 working days.
Therefore, the issuer has to keep the issue open within this 3 to 10 working day window.
The phrase “except as otherwise provided in these regulations” means that if another provision of the ICDR Regulations prescribes a different period for a particular type of issue, that specific period will apply.
Example:
If a further public issue opens on Monday:
It cannot be closed before completing the minimum 3 working days.
It cannot ordinarily remain open beyond the maximum 10 working days.
142(2).
Extension of Bidding Period on Revision of Price Band
If the issuer revises the price band during a book built issue, the bidding period must be extended.
The extension must be for a minimum of 3 working days.
This gives investors additional time to consider the revised price band and revise or submit their bids.
The extension applies to the bidding/issue period disclosed in the Red Herring Prospectus.
The extension must also comply with the requirements of sub-regulation (1), including the prescribed limits on the issue period.
Example:
An IPO is initially scheduled to remain open from Monday to Friday.
During the issue, the issuer revises the price band.
The issuer must extend the bidding period by at least 3 working days.
The revised closing date must therefore provide investors with the additional minimum bidding period required.
142(3).
Extension of Issue Period Due to Unforeseen Circumstances
The issuer may extend the bidding/issue period when circumstances beyond normal control affect the issue.
Examples specifically mentioned are:
Force majeure
Banking strike
Similar unforeseen circumstances
The extension is not automatic.
The issuer must record the reasons for the extension in writing.
The period to be extended depends on the type of issue:
Book built issue: bidding period disclosed in the Red Herring Prospectus.
Fixed price issue: issue period disclosed in the Prospectus.
The extension must be for a minimum of 1 working day.
The extension is also subject to 142(1), which prescribes the overall limits applicable to the issue period.
Regulation 143. Application and minimum application value
143(1).
Maximum Application in the Net Offer Category
A person applying in the net offer category cannot apply for more specified securities than the total number of specified securities offered to the public.
In simple terms, an applicant cannot apply for more securities than are actually available in the public offer.
This sets an upper limit on the number of securities that can be applied for by a single person.
Special restriction for non-institutional investors:
Their maximum application is further restricted.
They cannot apply for more than:
Total specified securities offered in the issue
Less: specified securities offered to Qualified Institutional Buyers (QIBs).
Therefore, for non-institutional investors, the QIB portion is excluded when calculating the maximum application limit.
Example:
Total public issue = 10 lakh specified securities.
QIB portion = 4 lakh specified securities.
Maximum application by a non-institutional investor = 10 lakh - 4 lakh = 6 lakh specified securities.
143(2).
Minimum Application Size
The issuer must specify the minimum application size in the offer document.
The minimum application size is expressed in terms of the number of specified securities.
The value of this minimum application must fall within the range of:
Minimum: ₹10,000
Maximum: ₹15,000
Therefore, the issuer has to determine a number of specified securities such that their application value falls within this ₹10,000 to ₹15,000 range.
The requirement is about the minimum application an investor can make, not the maximum number of securities an investor can apply for.
Example:
Suppose the issue price is ₹500 per specified security.
If the issuer fixes the minimum application at 20 securities:
20 × ₹500 = ₹10,000.
This falls within the prescribed ₹10,000 to ₹15,000 range.
143(3).
Applications in Multiples of Minimum Application Value
The issuer must invite investors to apply in multiples of the minimum application value.
The minimum application value is the value prescribed for the minimum application under the preceding requirement.
Therefore, applications should be made in multiples of that minimum value.
The manner in which these multiples are to be applied is illustrated in Part B of Schedule XIV.
143(4).
Minimum Amount Payable on Application
The applicant must pay at least 25% of the issue price for each specified security at the time of making the application.
Therefore, the applicant cannot pay less than 25% of the issue price as the initial application money.
The remaining amount of the issue price can be payable later, as applicable.
This requirement is subject to a specific exception for an offer for sale (OFS).
In case of an offer for sale:
The applicant must pay the full issue price for each specified security at the time of application.
There is no 25% initial payment arrangement in this case.
The entire price is payable upfront.
Example:
Issue price = ₹100 per specified security.
In a normal issue: Minimum amount payable on application = 25% × ₹100 = ₹25 per security.
In an OFS: Full ₹100 per security must be paid at the time of application.
Regulation 144. Manner of Calls
Payment of Subscription Money in Calls
The issuer may allow investors to pay the subscription money in instalments, known as calls.
If the issuer chooses this method, the outstanding subscription money must generally be called within 12 months from the date of allotment.
Therefore, the entire outstanding subscription amount should be called within this 12-month period.
If an applicant fails to pay the call money within these 12 months:
The equity shares on which the call remains unpaid may be forfeited.
The subscription money already paid on those shares is also forfeited along with the shares.
Exception:
It is not necessary to call the outstanding subscription money within 12 months if the issuer has appointed a monitoring agency under Regulation 137.
Therefore, appointment of a monitoring agency provides an exception to the 12-month requirement.
Example:
Shares are allotted on 1 January 2026.
The issuer allows the remaining subscription money to be paid through calls.
Normally, the outstanding amount must be called within 12 months from 1 January 2026.
If an applicant fails to pay the required call money within that period, the equity shares with calls in arrear, along with the subscription money already paid on those shares, may be forfeited.
However, if the issuer has appointed a monitoring agency under Regulation 137, the issuer is not required to call the outstanding subscription money within that 12-month period.
Regulation 145. Allotment procedure and basis of allotment
145(1).
Minimum Number of Prospective Allottees
The issuer cannot make an allotment pursuant to a public issue if the number of prospective allottees is less than 1,000.
Therefore, a public issue must have at least 1,000 prospective allottees before allotment can be made.
The requirement is based on the number of prospective allottees, not the total number of securities allotted.
If there are fewer than 1,000 prospective allottees, the issuer cannot proceed with the allotment pursuant to the public issue.
145(2).
Limit on Allotment
The issuer cannot allot more specified securities than the number offered through the offer document.
In other words, the issuer must generally stay within the stated issue size.
Exception:
If the issue is oversubscribed, a limited excess allotment is permitted only for the purpose of rounding off the allotment.
Such rounding-off must be done in consultation with the designated stock exchange.
The exception does not allow the issuer to freely allot additional securities merely because the issue is oversubscribed.
The additional allotment is only for resolving fractional or rounding differences in the allotment process.
Example:
Offer document states that 10,00,000 specified securities are being offered.
The issuer cannot ordinarily allot more than 10,00,000 securities.
If oversubscription results in a small rounding issue while making proportionate allotment, the issuer may make the necessary rounding adjustment in consultation with the designated stock exchange.
Allotment for Minimum Lots
This is an exception that applies in case of oversubscription.
The issuer may make an additional allotment of specified securities for the purpose of completing allotments in minimum lots.
The additional allotment cannot exceed 1% of the net offer to the public.
Therefore, the 1% is calculated on the net offer to public, not on the total issue size generally.
The purpose of this limited additional allotment is only to ensure that investors receive allotments in the prescribed minimum lots.
It is not a general permission to increase the issue size by 1%.
Example:
Net offer to public = 10,00,000 specified securities.
1% of 10,00,000 = 10,000 securities.
In case of oversubscription, the issuer may allot up to an additional 10,000 specified securities for the purpose of making allotments in minimum lots.
145(3).
Proportionate Allotment to Other Investor Categories
This rule applies to applicants other than:
Retail Individual Investors (RIIs)
Non-Institutional Investors (NIIs)
Anchor Investors
For these other investor categories, allotment must be made on a proportionate basis.
The proportionate allotment is made within the particular specified investor category.
This means applicants in one investor category are considered against the securities reserved for that category.
The number of securities allotted is then rounded off to the nearest whole number.
However, there is an important minimum allotment requirement:
The minimum allotment to an applicant must be equal to the minimum application size determined and disclosed by the issuer.
Therefore, the rounding-off cannot result in an allotment below the disclosed minimum application size.
Example:
Suppose a particular investor category has 1,00,000 securities available.
Applicants in that category apply for a total of 2,00,000 securities.
Each applicant would generally receive securities proportionately based on their application.
If the calculated entitlement is 125.6 securities, it would be rounded to the nearest integer.
However, the allotment must still satisfy the minimum application size disclosed by the issuer.
Maximum Allotment Under Reserved Category
This rule applies to securities allotted under the reservations made under:
Regulation 130(1)(a), or
Regulation 130(2)(a).
The value of specified securities allotted to any one person cannot exceed ₹2 lakh.
This limit applies to applicants under the relevant reservation category.
Exception:
The ₹2 lakh limit does not apply to employees.
Therefore, an employee may receive securities under the employee reservation even if the value exceeds ₹2 lakh.
Example:
An eligible applicant under the relevant reservation applies for specified securities worth ₹2.5 lakh.
The allotment to that person cannot exceed ₹2 lakh.
However, if the applicant is an employee covered by the reservation, this particular ₹2 lakh ceiling does not apply.
145(4).
Allotment to Retail Individual Investors
Each Retail Individual Investor (RII) must be allotted at least the minimum bid lot.
This minimum allotment is subject to the availability of specified securities in the retail individual investor category.
Therefore, the issuer must first ensure that sufficient securities are available in the retail category to give each eligible RII at least one minimum bid lot.
After making these minimum allotments:
If any securities remain available in the retail category, the remaining securities are allotted on a proportionate basis.
Therefore, the process has two stages:
First, allot at least the minimum bid lot to each RII, subject to availability.
Second, distribute any remaining securities proportionately among the RIIs.
Example:
Minimum bid lot = 20 shares.
1,000 RIIs are eligible for allotment.
The retail category has 25,000 shares available.
First, 20 shares are allotted to each investor = 20,000 shares.
The remaining 5,000 shares are then allotted proportionately among the eligible RIIs.
145(4A).
Allotment to Non-Institutional Investors
Each Non-Institutional Investor (NII) must be allotted at least the minimum application size.
This minimum allotment is subject to the availability of specified securities in the NII category.
Therefore, where sufficient securities are available, each eligible NII must first receive at least the minimum application size.
After making these minimum allotments:
Any remaining specified securities in the NII category shall be allotted on a proportionate basis.
The proportionate allotment must follow the conditions prescribed in Schedule XIII of the ICDR Regulations.
Therefore, the process is:
First: minimum application size to each NII, subject to availability.
Second: remaining securities, if any, are distributed proportionately.
Third: the proportionate allotment must comply with Schedule XIII.
Example:
Minimum application size = ₹2 lakh.
There are 100 eligible NIIs.
The NII category has sufficient securities to satisfy the minimum application size for all 100 investors.
Each investor is first allotted securities worth at least ₹2 lakh.
If securities remain after these allotments, the remaining securities are allotted proportionately in accordance with Schedule XIII.
145(5).
Finalisation of Basis of Allotment
The basis of allotment must be finalised in a fair and proper manner.
The following persons are responsible for ensuring this:
Authorised employees of the designated stock exchange
Lead manager(s)
Registrars to the issue
They must ensure that the allotment process follows the prescribed allotment procedure.
The procedure to be followed is specified in Part A of Schedule XIV.
Therefore, the basis of allotment cannot be decided arbitrarily by the issuer or intermediaries.
The designated stock exchange, lead manager(s) and registrars collectively ensure that the prescribed procedure is followed.
Example:
An IPO is oversubscribed and applications have to be allotted proportionately.
The registrar prepares the allotment data, while the lead manager(s) and authorised employees of the designated stock exchange ensure that the basis of allotment is finalised fairly and according to Part A of Schedule XIV.
Regulation 146. Allotment, refund and payment of interest
146(1).
Allotment, Refund and Unblocking of Application Money
The issuer and lead manager(s) are responsible for ensuring that the post-issue process is completed within the period specified by the Board.
This covers three actions:
Allotment of specified securities.
Refund of application monies.
Unblocking of application monies.
The applicable time period is not specified in this clause itself.
Instead, the issuer and lead manager(s) must follow the period prescribed by the Board.
Therefore, they must ensure that investors do not face unnecessary delays in receiving securities or getting their money refunded/unblocked.
Example:
An investor applies for securities through ASBA and the application money is blocked.
If securities are allotted, the allotment must be completed within the period specified by the Board.
If the investor is not allotted securities, the blocked amount must be unblocked within the prescribed period.
146(2).
Electronic Processing of Allotment and Refunds
The lead manager(s) must ensure that the relevant post-issue activities are carried out electronically.
This includes, as applicable:
Allotment of specified securities.
Credit of specified securities in dematerialised form.
Refunding of application monies.
Unblocking of application monies.
Therefore, these processes should not be handled through manual or physical methods where electronic processing is applicable.
The exact activity depends on the circumstances:
If securities are allotted → they must be credited electronically in dematerialised form.
If securities are not allotted → the application money must be refunded or unblocked electronically, as applicable.
Example:
An investor applies for 1,000 shares through ASBA.
If the investor receives an allotment, the allotted shares are electronically credited to the investor's demat account.
If the investor receives no allotment, the blocked application money is electronically unblocked.
146(3).
Interest for Delay in Allotment, Refund or Unblocking
If the issuer fails to complete the required post-issue process within the period specified under sub-regulation (1), the investor becomes entitled to interest.
This applies where:
Specified securities are not allotted within the prescribed period, and/or
Application money is not refunded within the prescribed period, and/or
Application money is not unblocked within the prescribed period.
The issuer must pay interest at the rate of 15% per annum to the affected investors.
The issuer must pay this interest within the time period disclosed in the offer document.
The lead manager(s) are responsible for ensuring that the interest payment is made.
Therefore, the delay creates a financial consequence for the issuer, rather than allowing the investor's money to remain blocked or unpaid without compensation.
Example:
An investor's application money remains blocked beyond the prescribed period because the securities are not allotted.
The issuer must pay interest at 15% per annum for the applicable delay, within the time period disclosed in the offer document.
The lead manager(s) must ensure that this interest is actually paid to the investor.
Regulation 147. Post-issue Advertisements
147(1).
The lead manager(s) must ensure that a post-issue advertisement is released.
The advertisement must provide details about the various post-issue activities and their completion.
The advertisement must include details relating to:
Subscription received.
Basis of allotment.
Number, value and percentage of all applications, including ASBA applications.
Number, value and percentage of successful allottees, including ASBA applications.
Date of completion of dispatch of refund orders, where applicable.
Date on which the registrar gave instructions to Self-Certified Syndicate Banks (SCSBs), where applicable.
Date of credit of specified securities.
Date of filing of the listing application.
Other relevant post-issue activity details as specified.
Timing:
The advertisement must be released within 10 days from the date of completion of the relevant activities.
Newspapers:
At least one English national daily newspaper with wide circulation.
At least one Hindi national daily newspaper with wide circulation.
At least one regional language daily newspaper with wide circulation.
The regional language newspaper must be published at the place where the issuer's registered office is situated.
Example:
An IPO completes its allotment, refunds/unblocking, demat credit and listing application activities.
The lead manager(s) must ensure that the required advertisement is published within 10 days from completion of the relevant activities.
It must appear in:
1 widely circulated English national daily,
1 widely circulated Hindi national daily, and
1 widely circulated regional language daily at the location of the issuer's registered office.
147(2).
Placement of Post-Issue Details on Stock Exchange Websites
The details required under sub-regulation (1) must also be made available on the websites of the stock exchanges.
This means the information published through the post-issue advertisement must additionally be placed online.
The information includes the relevant post-issue details such as:
Subscription details.
Basis of allotment.
Number, value and percentage of applications.
Number, value and percentage of successful allottees.
Refund/unblocking details.
Credit of specified securities.
Filing of listing application.
Therefore, the disclosure is not limited to newspaper publication.
The stock exchange websites must also carry the required information.
Example:
If the lead manager ensures publication of the post-issue details in the required newspapers, the same details must also be placed on the websites of the relevant stock exchanges.
Regulation 148. Post-issue responsibilities of the lead manager(s)
148(1).
Continuing Responsibility of Lead Manager(s)
The responsibility of the lead manager(s) does not end immediately after the issue closes.
Their responsibility continues until the entire issue process is completed.
Their responsibility also continues even after completion of the issue process for any matter relating to that issue.
Therefore, the lead manager(s) remain responsible for handling or ensuring compliance with issue-related matters that arise after completion of the main issue process.
Example:
An IPO is completed and the securities are allotted and listed.
If an issue-related matter arises after listing, the lead manager(s)' responsibility can still continue because the clause extends their responsibility to any issue-related matter thereafter.
148(2)
Monitoring of Investor Grievances
The lead manager(s) must regularly monitor the redressal of investor grievances.
These grievances must arise from issue-related activities.
Therefore, the responsibility is not limited to simply receiving complaints.
The lead manager(s) must keep track of whether investor complaints are actually being addressed and resolved.
The monitoring must be carried out regularly throughout the relevant issue-related process.
Example:
An investor raises a complaint regarding non-receipt of refund or incorrect allotment.
The lead manager(s) must monitor whether the complaint is properly addressed and resolved.
148(3).
Responsibility for Post-Issue Activities
The lead manager(s) remain responsible for post-issue activities until the specified post-issue formalities are completed.
Their responsibility continues until applicants receive the securities through the applicable method:
Physical securities certificates, where applicable.
Credit of securities to their demat accounts.
Refund of application monies, where applicable.
The lead manager(s) must also ensure that the issuer enters into the listing agreement with the stock exchange.
Their responsibility continues until the issuer obtains:
Listing permission, and/or
Trading permission.
Therefore, the lead manager(s)' responsibility does not end merely when the issue closes or allotment is completed.
Example:
An IPO closes and allotment is completed.
The lead manager(s)' responsibility continues until:
Successful applicants receive their securities or demat credit.
Unsuccessful applicants receive their refunds.
The issuer enters into the listing agreement.
Listing/trading permission is obtained.
148(4).
Coordination and Monitoring After Issue Closure
The lead manager(s) are responsible for coordinating the post-issue process after the issue closes.
They must coordinate with:
Registrars to the issue.
Various intermediaries involved in the issue.
This coordination must take place at regular intervals after closure of the issue.
The purpose is to monitor the complete flow and processing of applications.
The lead manager(s) must monitor the flow of applications received from:
Syndicate member(s).
Collecting bank branches.
Self-Certified Syndicate Banks (SCSBs).
This includes monitoring the processing of applications, including ASBA application forms.
Their monitoring responsibility continues until the relevant post-issue activities are completed, including:
Basis of allotment is finalised.
Specified securities are credited to the demat accounts of allottees.
ASBA accounts are unblocked, where applicable.
Refund orders are dispatched, where applicable.
Securities are listed, where applicable.
Example:
An IPO closes and applications have been received through syndicate members, collecting banks and SCSBs.
The lead manager(s) must regularly coordinate with the registrar and these intermediaries to track whether applications are properly received and processed.
This responsibility continues through allotment, demat credit, ASBA unblocking/refunds and listing.
148(5).
Reporting Acts or Omissions by Intermediaries
The lead manager(s) must monitor the activities of the intermediaries involved in the issue.
If the lead manager(s) notice any:
Act, meaning an improper action or conduct by an intermediary, or
Omission, meaning a failure by an intermediary to perform a required action,
they must report it to the Board.
The reporting must be done duly, meaning the matter must be properly brought to the Board's attention.
Therefore, the lead manager(s) cannot ignore or conceal an intermediary's improper conduct or failure noticed during the issue process.
Example:
Suppose a registrar fails to properly process a set of investor applications.
If the lead manager(s) notice this omission, they must report the matter to the Board.
148(6).
Notice of Devolvement on Underwriters
This applies where there is a devolvement on underwriters.
Devolvement occurs when the issue is not fully subscribed and the underwriters are required to take up the portion of securities they have underwritten.
In such circumstances, the lead manager(s) must ensure that a notice of devolvement is issued.
The notice must specify the obligation of the underwriters, including the securities they are required to subscribe to.
The notice must be issued within 10 days from the date of closure of the issue.
Therefore, the 10-day period starts from the date on which the issue closes.
Example:
An issue closes on 10 October.
A portion of the issue devolves upon the underwriters.
The lead manager(s) must ensure that the notice specifying the underwriters' obligations is issued within 10 days from 10 October.
148(7).
Reporting Underwriters Who Fail to Meet Devolvement
This applies where:
The issue is undersubscribed, and
The issue is underwritten.
In such circumstances, some portion of the issue may devolve upon the underwriters.
If any underwriter fails to fulfil its underwriting devolvement obligation, the lead manager(s) must report the matter to the Board.
The information must be furnished in the specific format prescribed in Schedule XVIII.
Therefore, the lead manager(s) have a reporting responsibility where an underwriter does not honour its obligation arising from devolvement.
Example:
An issue is undersubscribed by 1,00,000 securities.
Underwriters are required to take up the devolved portion.
If one underwriter fails to take up the securities required under its underwriting obligation, the lead manager(s) must report that failure to the Board.
The report must follow the format prescribed in Schedule XVIII.
Regulation 149. Release of subscription money
149(1).
Confirmation to Bankers Before Release of Funds
The lead manager(s) must confirm to the bankers to the issue that all formalities relating to the issue have been completed.
This confirmation must be supported by copies of:
Listing approval.
Trading approval.
These approvals serve as evidence that the necessary post-issue formalities have been completed.
Once the bankers receive this confirmation, they can release the money depending on the outcome of the issue:
If the issue is successful then release the money to the issuer.
If the issue fails then , release the money for refund to the applicants.
Therefore, the bankers should release the funds only after receiving the required confirmation from the lead manager(s).
Example:
An IPO has been completed and listing and trading approvals have been obtained.
The lead manager(s) provide copies of these approvals to the bankers.
The bankers can then release the issue proceeds to the issuer.
If the issue fails, the bankers instead release the money for refund to the applicants.
149(2).
Refund When Listing or Trading Permission Is Not Obtained
This applies where the issuer fails to obtain listing or trading permission from the stock exchanges where the specified securities were proposed to be listed.
In such circumstances, the issuer must refund the entire amount received from investors.
The refund must be made through verifiable means, so that there is evidence that the money has actually been returned.
The refund must be completed within 4 days from the date on which the issuer receives intimation from the stock exchanges rejecting the listing application.
If the issuer fails to make the refund within these 4 days:
The issuer becomes liable to repay the money with interest.
Every director who is an officer in default is also liable.
The liability is joint and several.
The interest is payable at 15% per annum.
The 15% interest liability starts from the expiry of the fourth day.
Example:
The stock exchange rejects the issuer's listing application.
The issuer receives the rejection intimation on 1 October.
The issuer must refund the entire money within 4 days.
If the money is not refunded within that period, the issuer and every director who is an officer in default become jointly and severally liable to repay the money with 15% p.a. interest from the expiry of the fourth day.
149(3).
Release of Issue Monies to the Issuer
The lead manager(s) must ensure that the money received from investors for the issue is released to the issuer only in compliance with Section 40(3) of the Companies Act, 2013.
Therefore, the lead manager(s) have a responsibility to ensure that the issue proceeds are released in accordance with the statutory requirements.
The requirement applies as and when Section 40(3) is applicable to the issue.
The lead manager(s) act as a compliance checkpoint before the issue monies are released to the issuer.
Example:
Investors subscribe to an IPO and the application money is collected by the designated intermediaries.
Before the money is released to the issuer, the lead manager(s) must ensure that the release complies with the requirements of Section 40(3) of the Companies Act, 2013.
Regulation 150. Reporting of transactions by the promoters and promoter group and other pre-offer transactions
150(1).
Reporting Transactions by Promoters and Promoter Group
The issuer must ensure that all transactions in securities by:
Promoters, and
Promoter group
are reported to the stock exchange(s).
The reporting requirement applies during the period beginning from:
The date of filing of the Draft Offer Document (DOD) or Offer Document (OD), as applicable,
Until the date of closure of the issue.
This covers transactions in securities carried out by the promoters or promoter group during this period.
The issuer must ensure that the transaction is reported within 24 hours of the transaction.
Therefore, the reporting obligation is transaction-based and operates throughout the specified period.
Example:
An issuer files its Draft Offer Document on 1 October.
The issue closes on 20 October.
A promoter sells specified securities on 10 October.
The issuer must ensure that this transaction is reported to the relevant stock exchange(s) within 24 hours, i.e. by 11 October.
150(2).
Reporting of Pre-Offer Placement
The issuer must ensure that any proposed pre-offer placement disclosed in the Draft Offer Document is reported to the stock exchange(s).
This applies where the issuer has disclosed a proposed pre-offer placement in the draft offer document.
The reporting must be made within 24 hours of the pre-offer transaction.
The requirement applies whether the pre-offer placement is completed:
In part, or
In its entirety.
Therefore, even if only part of the proposed pre-offer placement is completed, the transaction must still be reported.
The 24-hour period is calculated from the time of the relevant pre-offer transaction.
Example:
The draft offer document discloses a proposed pre-offer placement of 1,00,000 securities.
The issuer completes a placement of 40,000 securities before the public issue.
Even though only part of the proposed placement is completed, the issuer must report the transaction to the stock exchange(s) within 24 hours.
If the remaining 60,000 securities are subsequently placed, that transaction would also be subject to the reporting requirement.
Regulation 151. Post- issue reports
Final Post-Issue Report and Due Diligence Certificate
The lead manager(s) must submit a final post-issue report.
The report must follow the format specified in Part A of Schedule XVII.
Along with the final post-issue report, the lead manager(s) must also submit a due diligence certificate.
The due diligence certificate must follow the format prescribed in Form F of Schedule V.
The time limit depends on how the issue concludes:
If the issue is successfully completed:
The report and certificate must be submitted within 7 days from the date of finalisation of the basis of allotment.
If the issue fails:
They must be submitted within 7 days from the date of refund of money.
Example:
Basis of allotment is finalised on 10 October.
The lead manager(s) must submit the final post-issue report and Form F due diligence certificate by the applicable 7-day deadline.
If the issue fails and refund of application money is completed on 10 October, the 7-day period is calculated from the date of refund.
