No person connected with the issue shall offer any incentive, whether direct or indirect, in any manner, whether in cash or kind or services or otherwise to any person for making an application for allotment of specified securities.

However, this does not apply to fees or commission for services rendered in relation to the issue

If the Rights issue is below Rs 10 crores, the fees payable are a flat charge of Rs 50000.

If the issue is over Rs 10 crore, the fees payable is 0.05% of the Issue Size.

Information relating to the following is considered as ‘unpublished price sensitive’ information –

(i) financial results;

(ii) dividends;

(iii) change in capital structure;

(iv) mergers, de-mergers, acquisitions, delistings, disposals and expansion of business and such other transactions;

(v) changes in key managerial personnel; and

(vi) material events in accordance with the listing agreement.

Book Building Process is a mechanism where, during the period for which the book for the offer / public issue is kept open, bids are collected from investors at various prices at which they are willing to subscribe to a certain number of shares,which is within the price band specified by the issuer.

Where the issuer opts not to make the disclosure of the floor price or price band in the red herring prospectus, the issuer shall announce the floor price or the price band at least 2 working days before the opening of the issue in the same newspapers in which the pre-issue advertisement was released or together with the pre-issue advertisement.

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

Documents to be submitted to the stock exchange are :

– Basis of allotment

– Top 100 applications

– Certificate of final collection from the bankers and reconciliation statement

– List of applications rejected on technical grounds

– Minutes of the meeting held with the issuer, lead manager/book running lead manager and stock exchange for finalizing the basis of allotment

As per SEBI (Buy back of Equity Shares) Regulations, 1998, the merchant banker shall send a final report to SEBI in the form specified within 15 days from the date of closure of the buy-back offer.

The issuer company in consultation with the merchant bankers appoint the printers who are engaged in bulk printing of the offer document and application forms

The issue of debt securities is regulated by:

(1) SEBI (Issue and Listing of Debt Securities) Regulations, 2008 (as amended)

(2) Various circulars issued by SEBI in this regard

(3) Companies Act, 2013 and Rules framed thereunder

(4) Listing Agreement for Debt Securities with Stock Exchanges

(5) RBI Rules and Regulations and

(6) SCRA and SCRR

Applications may be rejected, among other reasons, if:

-Application is incomplete

-Information such as PAN number, bank account is not provided

-Supporting documents such as those required for corporate applicants is absent

-The bid is at cut-off price for an applicant other than a retail individual investor

-Terms of offer in terms of minimum application is not met

-Applications from minors

-Multiple applications

SEBI (ICDR) Regulations lays down general conditions for capital market issuances like public and rights issuances, Institutional Placement Programme (IPP), Qualified Institutions Placement (QIP) etc; eligibility requirements; general obligations of the issuer and intermediaries in public and rights issuances; regulations governing preferential issues, qualified institutional placements and bonus issues by listed companies; Issue of IDRs

The Auditor of the company is required to certify that all the SEBI guidelines have been adhered to while framing the scheme of Employee Stock Options by the company.

As per Regulations 10 and 11 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (SAST Regulations), certain acquisitions made in the ordinary course of business by specific entities are exempt from open offer obligations. These include:

1. SEBI-registered underwriters acquiring shares as per their underwriting obligations.
2. SEBI-registered merchant bankers acquiring shares for market-making activities.
3. Scheduled commercial banks acting as escrow agents in transactions.

Since all the options provided fall under exempted categories, the correct answer is “None of the above”, meaning these acquisitions are exempt from Regulations 10 and 11 of the SEBI SAST Regulations, 2011.

An Exchange Traded Fund (ETF) is a type of investment fund that is traded on stock exchanges and typically aims to replicate the performance of a specific index. It can do this by investing in all of the securities in the index (full replication) or a representative sample (sampling method), depending on the ETF’s strategy and size.

An acquisition occurs when one company purchases and takes control of another company and clearly establishes itself as the new owner. Unlike a merger, where two companies may combine as equals, in an acquisition the acquired company may cease to exist as an independent entity.

Regulation 28A of the SEBI (Merchant Banking) Regulations, 1992 mandates that every merchant banker appoint a Compliance Officer responsible for ensuring compliance with SEBI regulations and handling investor grievances.

The Registrar to the Issue is responsible for sending the Confirmation Allocation Note (CAN) to Anchor Investors who have been allotted equity shares in the Offer.

Regulation 167 of SEBI (ICDR) Regulations provides that not more than 20% of the total capital of the issuer shall be locked-in for 18 months from the date of trading approval.

As per SEBI regulations, if the issuer or any of its promoters or directors is a willful defaulter, disclosures must be made in the Draft Letter of Offer, Letter of Offer, and Abridged Letter of Offer to ensure transparency and protect investor interests.

In India, Government securities (G-Secs) are issued by:

• The Central Government (e.g., Treasury Bills, dated securities),

• The State Governments (e.g., State Development Loans or SDLs), and

• Semi-Government authorities like public sector undertakings and other government-backed bodies, although these are less common.

Hence, all the above entities participate in issuing government securities.

If the observation letter issued by SEBI is not withdrawn where applicable, it implies that the regulatory compliance for the public issue has not been completed. As per SEBI regulations, this non-compliance can make the securities ineligible for listing on the stock exchange. Thus, withdrawal or appropriate action regarding the SEBI observation letter is critical for listing eligibility.

A Depository Participant (DP) acts as an agent of the depository and serves as an intermediary between the depository and investors. DPs facilitate the process of holding and transferring securities in electronic form and perform functions such as account opening, dematerialization, rematerialization, and settlement of trades.

• Section 23A of the Securities Contracts (Regulation) Act (SCRA), 1956 states that any person who fails to maintain books of accounts as per the listing agreements shall be liable to pay a maximum penalty of Rs. 1 crore.
• This provision ensures financial transparency and compliance with the regulations set for listed companies.

As per SEBI regulations and the Companies Act, allotment of preference shares must be made in dematerialized (Demat) form if the company is a listed entity or intends to list the preference shares. This ensures transparency, better governance, and ease of trading. Physical allotment is generally not allowed in such cases.

In a situation where there is a development regarding the underwriters, the merchant banker must ensure that the notice for the development, which includes the obligations of the underwriters, is issued within a period of 10 days from the date of closing of the issue.

This is as per SEBI (Securities and Exchange Board of India) regulations related to issue management and underwriting.

• A Depository provides its services to clients through Depository Participants (DPs), which act as intermediaries between the depository and investors.
• Depository Participants (DPs) are SEBI-registered entities, such as banks, financial institutions, and stockbrokers, that enable investors to open and manage Demat accounts.
• In India, NSDL (National Securities Depository Limited) and CDSL (Central Depository Services Limited) are the two main depositories, and they provide services through DPs.

Why Not Other Options?

1. Stock Brokers – Facilitate buying and selling of securities, but do not act as intermediaries for depositories.
2. R&T Agents (Registrar & Transfer Agents) – Handle record-keeping and processing of securities transactions, but do not provide depository services.
3. Custodians – Safeguard large institutional investments but do not operate as depository participants for retail investors.

Regulation 8 of the SEBI (Prohibition of Insider Trading) Regulations, 2015 mandates that the board of directors of every listed company must formulate and publish a code of practices and procedures for fair disclosure of unpublished price sensitive information (UPSI).
This code must be published on the company’s official website and also be filed with the stock exchanges. Its aim is to ensure transparent and uniform disclosure of UPSI to prevent information asymmetry in the market.

There is no mandatory requirement that the base issue size for public issues of debt securities must be a minimum of Rs. 100 crores. The issuer can determine the issue size based on its funding needs and regulatory compliance. However, certain disclosure or listing provisions may apply based on the issue size.

As per the listing agreement of stock exchanges (such as NSE and BSE), the minimum market capitalization of the issuer should be Rs. 100 crores to be eligible for listing.
Market capitalization is calculated as the product of the issue price and post-issue number of outstanding shares. This requirement ensures that only companies of a certain size and financial standing are listed, contributing to investor confidence and market stability.