SECURITIES AND EXCHANGE BOARD OF INDIA …

1 SECURITIES AND EXCHANGE BOARD OF INDIA . (ISSUE OF capital AND DISCLOSURE requirements ) regulations , 2009 . CHAPTER / NAME OF CHAPTER / SCHEDULE PAGE. SCHEDULE NOS. NO. Chapter I Preliminary 3-7. Chapter II Common Conditions for Public Issues and Rights Issues 8-16. Chapter III Provisions as to Public Issue 17-32. Part I Eligibility requirements 17-19. Part II Pricing in Public Issue 20-21. Part III Promoters' Contribution 22-24. Part IV Restriction on Transferability (Lock-in) of Promoters' Contribution, etc. 25-26. Part V Minimum Offer to Public, Reservations, etc. 27-32. Chapter IV Rights Issue 33-34. Chapter V Manner of disclosures in the Offer Documents 35. Chapter VI General Obligations of Issuer and Intermediaries with respect to Public 36-40.

2 Issue and Rights Issue Chapter VII Preferential Issue 41-45. Chapter VIII Qualified Institutions Placement 46-49. Chapter IX Bonus Issue 50. Chapter X Issue of Indian Depository Receipts 51-54. Chapter XI Miscellaneous 55. Schedule I Inter-se Allocation of Responsibilities 56-57. Schedule II Format of Agreement between Lead Merchant Bankers to the Issue and 58-60. Issuer/Issuing Company Schedule III Mandatory Collection Centres 61. Schedule IV Fees to be Paid along with Offer Document 62-63. Part A Fees to be Paid along with Draft Offer Document or in case of a Fast Track 62-63. Issue, along with Offer Document Part B Fees to be Paid along with Updated Offer Document 63. Schedule V Manner of Submission of Soft Copy of Draft Offer document and Offer 64-65.

3 Document to the BOARD Schedule VI Formats of Due Diligence Certificates 66-74. Form A Format of Due Diligence Certificate to be Given by Lead Merchant Banker 66-68. along with Draft Offer Document Form B Format of Due Diligence Certificate to be Given by Debenture Trustee 69. along with Draft Offer Document Form C Format of Due Diligence Certificate to be Given by Merchant Banker at 70. the Time of Registering Offer Document with the Registrar of Companies/. Filing Letter of Offer with the Designated Stock EXCHANGE Form D Format of Due Diligence Certificate to be Given by Merchant Banker 71. Immediately Before Opening of the Issue Form E Format of Due Diligence Certificate to be Given by Merchant Banker after 72. Opening of the Issue but Before Closure of Subscription Form F Additional Confirmations/ Certification to be Given by Merchant Banker in 73.

4 Due Diligence Certificate to be Given along with Offer Document for Fast 1. Track Issue Form G Format of Due Diligence Certificate to be Given by Merchant Banker 74. along with Final Post Issue Report Schedule VII Nature of Updation/ Changes in the Offer Document and Consequent Steps 75-76. therein Requiring Filing of Updated Offer Document Schedule VIII disclosures in Offer Document, Abridged Prospectus and Abridged Letter 77-149. of Offer Part A disclosures in Red Herring Prospectus, Shelf Prospectus and Prospectus 77-126. Part B Certain disclosures Not Mandatory in case of Fast Track Public Issue 127. Part C Certain disclosures Not Mandatory in case of Further Public Offer 128. Part D disclosures in Abridged Prospectus 129-135.

5 Part E disclosures in Letter of Offer 136-151. Part F disclosures in Abridged Letter of Offer 152. Schedule IX Format of Report to be Submitted by Monitoring Agency 153-154. Schedule X Facilities or Services included in the term Infrastructure Sector 155-156. Schedule XI Book Building Process 157-163. Part A Book Building Process requirements 157-163. Part B Format of Bid Data displayed on Stock EXCHANGE 164. Part C Illustration regarding Allotment to Qualified Institutional Buyers other than 165-166. Anchor Investors Part D Alternate method of book building 167. Schedule XII Format of Report for Green Shoe Option 168. Schedule XIII Formats of Advertisements for Public Issue 169-174. Part A Format of Pre-Issue Advertisement for Public Issue (Fixed Price/ 169-170.)

6 Bookbuilt). Part B Format of Issue Opening Advertisement for Public Issue (Fixed Price/ 171-172. Bookbuilt). Part C Format of Issue Closing Advertisement for Public Issue (Fixed Price/ 173-174. Bookbuilt). Schedule XIV Illustration Explaining Minimum Application Size 175. Schedule XV Illustration Explaining Procedure of Allotment 176. Schedule XVI Formats of Post Issue Reports 177-182. Part A Format of Initial Post Issue Report for Public Issue 177. Part B Format of Initial Post Issue Report for Rights Issue 178. Part C Format of Final Post Issue Report for Public Issue 179-180. Part D Format of Final Post Issue Report for Rights Issue 181-182. Schedule XVII Format of Underwriting Devolvement Statement 183. Schedule XVIII disclosures in Placement Document 184-185.

7 Schedule XIX disclosures in Prospectus and Abridged Prospectus for Issue of Indian 186-205. Depository Receipts Part A disclosures in Prospectus for Issue of Indian Depository Receipts 186-196. Part B disclosures in Abridged Prospectus for Issue of Indian Depository Receipts 197-202. Part C Format of the Due Diligence Certificate to be Filed by the Lead Manager 203-205. For IDR Issues Schedule XX Amendments to Other regulations 206-210. 2. THE GAZETTE OF INDIA . EXTRAORDINARY. PART III SECTION 4. PUBLISHED BY AUTHORITY. NEW DELHI, AUGUST 26, 2009 . SECURITIES AND EXCHANGE BOARD OF INDIA . NOTIFICATION. Mumbai, 26th August, 2009 . SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF capital AND. DISCLOSURE requirements ) regulations , 2009 . No.

8 LAD-NRO/GN/ 2009 -10/15/174471. In exercise of the powers conferred by section 30 of the SECURITIES and EXCHANGE BOARD of INDIA Act, 1992 (15 of 1992), the BOARD hereby makes the following regulations , namely:- CHAPTER I. PRELIMINARY. Short title and commencement. 1. (1) These regulations may be called the SECURITIES and EXCHANGE BOARD of INDIA (Issue of capital and Disclosure requirements ) regulations , 2009 . (2) They shall come into force on the date of their publication in the Official Gazette. Definitions. 2. (1) In these regulations , unless the context otherwise requires: (a) Act means the SECURITIES and EXCHANGE BOARD of INDIA Act, 1992 (15 of 1992);. (b) advertisement includes notices, brochures, pamphlets, show cards, catalogues, hoardings, placards, posters, insertions in newspaper, cover pages of offer documents, pictures and films in any print media or electronic media, radio, television programme.

9 (c) anchor investor" means a qualified institutional buyer an application for a value of ten crore rupees or more in a public issue made through the book building process in accordance with these regulations ;. (d) Application Supported by Blocked Amount (ASBA) means an application for subscribing to a public issue or rights issue, along with an authorisation to Self Certified Syndicate Bank to block the application money in a bank account;. (e) BOARD means the SECURITIES and EXCHANGE BOARD of INDIA established under section 3. of the Act;. (f) book building means a process undertaken to elicit demand and to assess the price for determination of the quantum or value of specified SECURITIES or Indian Depository Receipts, as the case may be, in accordance with these regulations .

10 (g) book runner means a merchant banker appointed by the issuer to undertake the book building process;. (h) composite issue means an issue of specified SECURITIES by a listed issuer on public- cum-rights basis, wherein the allotment in both public issue and rights issue is proposed to be made simultaneously;. 3. (i) control shall have the same meaning as assigned to it under clause (c) of sub- regulation (1) of regulation 2 of the SECURITIES and EXCHANGE BOARD of INDIA (Substantial Acquisitions of Shares and Takeovers) regulations , 1997;. (j) convertible debt instrument means an instrument which creates or acknowledges indebtedness and is convertible into equity shares of the issuer at a later date at or without the option of the holder of the instrument, whether constituting a charge on the assets of the issuer or not.