Common use of Completion of the Issue Clause in Contracts

Completion of the Issue. 3.2.3.1. In the event of the completion of the Issue: (a) The Escrow Collection Bank, the Public Issue Account Bank, the Refund Bank and the Sponsor Banks shall refer to the Red ▇▇▇▇▇▇▇ Prospectus for the Anchor Investor Bid/ Issue Period, the Bid/ Issue Opening Date and the Bid/ Issue Closing Date. (b) The Registrar shall, on or prior to the Designated Date in writing (i) along with the BRLMs, intimate the Banker to the Issue in the form provided in Schedule I hereto, the Designated Date (with a copy to the Company and provide the written details of the Bid Amounts (including amounts, if any, paid by the Underwriters or any other person pursuant to any underwriting obligations in terms of the Underwriting Agreement) relating to Bids that have received the confirmed allocation and in respect of which the Bid Amounts are to be transferred from the Escrow Account to the Public Issue Account; (ii) intimate the SCSBs and the Sponsor Banks in writing (in the form provided in Schedule II) (with a copy to the Company and the BRLMs) of the Designated Date, and provide the SCSBs and the Sponsor Banks with the written details of the blocked amounts that have to be transferred from the ASBA Accounts including the accounts blocked through the UPI mechanism, as applicable, to the Public Issue Account. The Sponsor Banks, based on the UPI Mandate Request approved by the respective UPI Bidders at the time of blocking of their respective funds, will raise the debit/ collect request from the UPI Bidders’ bank accounts, whereupon the funds will be transferred from the respective UPI Bidders’ accounts to the Public Issue Account based on the finalized basis of allocation and the remaining funds, if any, will be unblocked to the UPI Bidders or its bank. The amounts to be transferred to the Public Issue Account by the Escrow Collection Bank represent Bids from Anchor Investors that have received confirmed allocation in respect of the Equity Shares in the Issue and amounts, if any, paid by the Underwriters or any other person pursuant to their underwriting obligations in terms of the Underwriting Agreement. The amounts to be unblocked and transferred to the Public Issue Account by the SCSBs (including the UPI Bidders’ banks on raising of debit/ collect requests by the Sponsor Banks) represent Bids from ASBA Bidders that have received/been confirmed allocation in respect of the Equity Shares in the Issue. The Escrow Collection Bank and the SCSBs, on receipt of such details from the Registrar and the BRLMs, as applicable, shall within Banking Hours on the same Working Day transfer the amounts lying to the credit of the Escrow Accounts or blocked in the ASBA Accounts in relation to the successful Bidders to the Public Issue Account on the Designated Date. The Surplus Amount, if any, shall be transferred from the Escrow Account to the Refund Account on the basis of written instructions of the Registrar and the BRLMs (with notice to the Company) in accordance with the Schedule III and procedure specified in this Agreement and the Red ▇▇▇▇▇▇▇ Prospectus and the Prospectus. Immediately upon the transfer of the amounts to the Public Issue Account or the Refund Account, the Banker to the Issue shall appropriately confirm the same to the Registrar and the BRLMs (with a copy to the Company). (c) In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism) exceeding four Working Days from the Bid/ Issue Closing Date, the Bidder shall be compensated as per SEBI guidelines for the entire duration of delay exceeding four Working Days from the Bid/ Issue Closing Date by the intermediary responsible for causing such delay in unblocking. The Book Running Lead Managers shall, in their sole discretion, identify and fix the liability on such intermediary or entity (the “Relevant Intermediary”) responsible for such failure or delay in unblocking, and such Relevant Intermediary will be liable to pay compensation to the investor in accordance with the SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, read with SEBI Circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022. It is hereby clarified that the Members of the Syndicate shall not be liable in any manner whatsoever for any failure or delay on the part of such Relevant Intermediary (as determined by the Book Running Lead Managers, in their sole discretion) to discharge its obligation to compensate the investor for the delay in unblocking of amount, as stated above. All payments towards processing fee or selling commission shall be released only after ascertaining that there are no pending complaints pertaining to block/unblock of Bids and upon receipt of confirmation on completion of unblocks from each of the Sponsor Banks, SCSBs and the Registrar as specified under the circular dated March 16, 2021. An application for the release of processing fees shall be made in accordance with the format prescribed as per Annexure 1 of the SEBI Circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022. (d) In relation to amounts lying to the credit of the Public Issue Account, the Bidders or the Underwriters shall have no beneficial interest therein save as provided in Section 40 of the Companies Act, 2013. For the avoidance of doubt, it is clarified that the Bidders or the Underwriters shall continue to be beneficiaries in relation to the Surplus Amount, if any, and subject to Clause 3.2.3.2 and receipt of the final listing and trading approvals and Allotment, the Company shall be the beneficiary in respect of the monies transferred to the Public Issue Account. Further, it is hereby clarified that until the receipt of final listing and trading approvals from both the Stock Exchanges, the Public Issue Account Bank shall not transfer the monies due to the Company, net of Issue Expenses from the Public Issue Account to the Company’s bank accounts, prior to receiving written instructions from the Company and the BRLMs, in accordance with Clause 3.2.3.2. (e) The Registrar shall, within two (2) Working Days from the Bid/Issue Closing Date, in writing in the prescribed form (specified in Schedule V hereto), intimate the Company and the BRLMs, the aggregate amount of commission payable to the SCSBs, Sponsor Banks, Registered Brokers, the RTAs and the CDPs as calculated by the Registrar. For the avoidance of doubt, the quantum of commission payable to the Registered Brokers, the RTAs and the CDPs shall be determined on the basis of such Bid cum Application Forms procured by them and which are eligible for Allotment and the payment of commission to the Registered Brokers will be made by the Stock Exchanges. The Company shall ensure that the aggregate amount of commission payable to the Registered Brokers in relation to the Issue, as calculated by the Registrar to the Issue, shall be transferred by the Company, including on behalf of the to the Stock Exchanges, prior to the receipt of final listing and trading approvals. Further, the Company shall ensure commission to the RTAs and CDPs, as calculated by the Registrar, shall be paid in accordance with this Agreement, as applicable, within 30 Working Days of receipt (f) The fees payable to the Sponsor Banks for services provided in terms of this Agreement shall be as per the commercial arrangement agreed between Company and Sponsor Banks per block created (excluding applicable taxes) using the UPI Mechanism. The Company will make the payment only to the Sponsor Banks, which in turn shall make the requisite payments to the NPCI and the SCSBs where the accounts of the Bidders, linked to their UPI ID, are held. (g) Notwithstanding anything stated in this Agreement, the Company hereby acknowledges and agrees that it shall take all necessary action to ensure that the Issue Expenses shall be paid to the respective intermediaries (such expenses shall be paid by the Company within 30 Working Days post the date of receipt of the final invoice from the respective intermediaries by the Company in accordance with the arrangements/ agreements with the relevant intermediary. (h) Notwithstanding anything stated in this Agreement, the Company hereby agrees that they shall take all necessary actions to ensure that the Issue Expenses shall be paid to the members of the Syndicate and to the legal counsels from the Public Issue Account upon receipt of the final listing and trading approvals from the Stock Exchanges in accordance with the provisions of this Agreement, the Engagement Letter, the Issue Agreement, the Syndicate Agreement and the Underwriting Agreement. (i) The BRLMs are hereby severally authorized to take such action in accordance with the terms of this Agreement as may be necessary in connection with the transfer of amounts from the Escrow Accounts to the Public Issue Account and the Refund Account, as applicable. 3.2.3.2. Notwithstanding anything stated in this Agreement, in respect of the amounts lying to the credit of the Public Issue Account, the following specific provisions shall be applicable: (a) The Public Issue Account Bank, upon instructions from the Company agree to retain not less than such amounts as may have been estimated towards Issue related expenses and as will be disclosed in the Prospectus towards Issue Expenses, including, without limitation: (A) (i) fees, advisory fees, incentives, commissions, brokerage and out of pocket expenses (fixed and variable) payable to the Members of the Syndicate in terms of the respective engagement letters, the Issue Agreement, the Syndicate Agreement and the Underwriting Agreement (including BRLMs underwriting commission, selling commission), (ii) fees and expenses payable to the BRLMs in accordance with the Engagement Letter and the Issue Agreement; (iii) fees and expenses payable to the legal counsels to the Company, and the BRLMs; (iv) fees payable as follows: processing fees and bidding charges for the Members of the Syndicate, SCSBs, Registered Brokers, Collecting Depository Participants, RTAs, Sponsor Banks as mentioned in the Syndicate Agreement; and (v) and any other expenses in connection with the Issue, including bidding charges, advertising and marketing expenses for the Issue, other expenses, listing fees, SEBI filing fees, BSE & NSE processing fees, book building software fees, other regulatory expenses, printing and stationery expenses, fees payable to other advisors to the Issue, and miscellaneous expenses (collectively referred to as the “Issue Expenses”), for onward depositing by the post-Issue BRLM (on behalf of the BRLMs) to the Indian revenue authorities, at such rate as may be prescribed under Applicable Law, the amount of which shall be confirmed by a certificate in writing provided by a reputable chartered accountant appointed by the Company, until such time and subsequent to receipt of final listing and trading approvals from Stock Exchanges; (a) as the BRLMs instruct the Public Issue Account Bank, in the form specified in Schedule VA with respect to (A)(i) and (A)(ii) above, with a copy to the Company; and (b) the Company and BRLMs instructs the Public Issue Account Bank, in the form specified in Schedule VB with respect to (A)(iii), (A)(iv) and (A)(v) above. It is clarified that the CA Tax Certificate shall be provided to the BRLMs immediately upon Allotment, and prior to receipt of listing and trading approvals for the Equity Shares on the Stock Exchanges. Notwithstanding anything to the contrary in this Agreement, each of the Parties hereby agrees that the BRLMs will not have any responsibility, obligation or liability whatsoever, directly or indirectly, with regard to Withholding Amounts. The Company agrees that the BRLMs shall not be liable in any manner whatsoever to the Company for any failure or delay in collection, payment or deposit of the whole or any part of any amount due as tax deducted at source in relation to the Issue. (b) On the receipt of final listing and trading approvals from the Stock Exchanges and the CA Tax Certificate, (A) the BRLMs shall, by one or more instructions, in the form specified in Schedule VA with a copy to the Company instruct the Public Issue Account Bank of the amount of the payment towards the Issue Expenses under sub- clauses (a)(A)(i) and (a)(A)(ii) of Clause 3.2.3.2 (to the extent such amounts have not been paid by the Company) and Security Transaction Tax; and (B) the Company shall, by one or more instructions, in the form specified in Schedule VB with a copy to the BRLMs, instruct the Public Issue Account Bank of the amount of the payment towards the Issue Expenses under sub-clauses (a)(A)(iii), (a)(A)(iv) and (a)(A)(v) of Clause

Appears in 1 contract

Sources: Cash Escrow and Sponsor Bank Agreement

Completion of the Issue. 3.2.3.1. 3.2.3.1 In the event of the completion of the Issue: (a) The Escrow Collection Bank, the Public Issue Account Bank, the Refund Bank and the Sponsor Banks shall refer to the Red ▇▇▇▇▇▇▇ Prospectus for the Anchor Investor Bid/ Issue PeriodBidding Date, the Bid/ Bid/Issue Opening Date, Bid/Issue Closing Date and on the Bid/ Issue Closing Datedate on which initiation of refunds (if any, for Anchor Investors) or unblocking of funds from ASBA Account shall take place. (b) The Registrar to the Issue shall, on or prior to the Designated Date in writing writing, (ia) along with the BRLMsManager, intimate the Banker to the Issue in the form provided in Schedule I heretoIV, intimate the Designated Date Bankers to the Issue (with a copy to the Company Company), the Designated Date, and provide the Escrow Collection Bank with the (i) written details of the Bid Amounts relating to the Anchor Investors that are to be transferred from the Escrow Accounts to the Public Issue Account, (including ii) amounts, if any, paid by the Underwriters or any other person pursuant to any underwriting obligations in terms of the Underwriting Agreement) relating to Bids that have received the confirmed allocation and in respect of which the Bid Amounts are Agreement to be transferred from the Escrow Account to the Public Issue Account; , and (iiiii) the Surplus Amount, if any, to be transferred from Escrow Accounts to the Refund Account, and (b) intimate the SCSBs and the Sponsor Banks in writing (in the form provided in Schedule II) (with a copy to the Company and the BRLMs) of Manager), the Designated Date, and provide the SCSBs and the Sponsor Banks with the written details of the blocked amounts that have to be unblocked and transferred from the ASBA Accounts including the accounts blocked through the UPI mechanism, as applicable, Mechanism to the Public Issue Account. The Sponsor Banks shall be responsible for sharing the details of Bid Amounts that have to be transferred to the Public Issue Account from the UPI Bidders’ banks. The Sponsor Banks, based on the UPI Mandate Request approved by the respective UPI Bidders at the time of blocking of their respective funds, will raise the debit/ debit/collect request from the UPI Bidders’ bank accountsrespective ASBA Account and issue necessary instructions, whereupon the funds will be transferred from the respective UPI Bidders’ accounts such ASBA Account to the Public Issue Account based on the finalized basis of allocation and the remaining funds, if any, will be unblocked without any manual intervention by the UPI Bidder or the Sponsor Banks in accordance with the RTA Master Circular and April 2022 Circular II, as applicable. Further, the SCSBs will raise the debit/collect request from the respective ASBA Account and issue necessary instructions, whereupon the funds will be transferred from such ASBA Account to the Public Issue Account and the remaining funds, if any, will be unblocked without any manual intervention by the Bidder or the SCSBs. The Refund Bank shall ensure the transfer of the Surplus Amounts to the account of the Beneficiaries upon receipt of written instructions in accordance with Applicable Laws (including the RTA Master Circular and April 2022 Circular II as applicable) and immediately upon such transfer, the Refund Bank shall intimate the Manager, the Company of such transfer. In the event such transfers are unable to be completed on the same Working Day, such instructions issued by the Registrar to the Issue and the Manager to the Escrow Collection Bank, and by the Registrar to the Issue and the Manager to the SCSBs or the Sponsor Banks (who in turn shall give instructions to SCSBs, that are UPI Bidder’s banks for debit/collect requests in case of applications by UPI Mechanism), as applicable, shall be valid for the next Working Day. Immediately upon the transfer of the amounts to the Public Issue Account, the Escrow Collection Bank shall appropriately confirm the same to the Registrar to the Issue and Manager, the Company. The amounts to be transferred from the ASBA Account to the Public Issue Account by the SCSBs (including the relevant UPI Bidder’s bank on raising of debit/collect request by the Sponsor Banks) represent Bids from ASBA Bidders or its bank. and UPI Bidders, respectively that have received confirmed allocation in respect of the Equity Shares in the Issue. (c) The amounts to be transferred to the Public Issue Account by the Escrow Collection Bank represent Bids from Anchor Investors that have received confirmed allocation in respect of the Equity Shares in the Issue and amounts, if any, paid by the Underwriters or any other person pursuant to their any underwriting obligations in terms of the Underwriting Agreement. The amounts to be unblocked and transferred to the Public Issue Account by the SCSBs (including the relevant UPI Bidders’ banks Bidder’s bank on raising of debit/ debit/collect requests request by the Sponsor Banks) represent Bids from ASBA Bidders that have received/been received confirmed allocation in respect of the Equity Shares in the Issue. The . (d) On the Designated Date, the Escrow Collection Bank and the SCSBsSCSBs (including the UPI Bidder’s bank on raising of debit/collect request by the Sponsor Banks) shall, on receipt of such details from the Registrar Manager and the BRLMsRegistrar to the Issue, or on receipt of the debit/collect request from the Sponsor Banks (in case of UPI Bidders Bidding using the UPI Mechanism), as applicablethe case may be, shall within Banking Hours on the same Working Day Day, transfer the amounts lying to the credit of the Escrow Accounts or and/or blocked in the ASBA Accounts in relation to the successful Bidders Bids by Allottees to the Public Issue Account on the Designated DateAccount. The Surplus Amount, if any, Amount shall be transferred from the Escrow Account to the Refund Account on the basis upon receipt of written instructions of the Registrar to the Issue and the BRLMs Manager (with notice to the Company) in accordance with the Schedule III and procedure specified in this Agreement and the Red ▇▇▇▇▇▇▇ Prospectus, Prospectus and the Prospectusthis Agreement. Immediately upon the transfer of the amounts to the Public Issue Account or and the Refund AccountBank, the Banker Escrow Collection Bank, the Public Issue Account Bank and the Refund Bank shall appropriately confirm such transfer or receipt, as applicable, to the Registrar to the Issue shall appropriately confirm the same to the Registrar and the BRLMs Manager (with a copy to the Company). (ce) In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism) exceeding four Working Days from the Bid/ Issue Closing Date, the Bidder shall be compensated as per SEBI guidelines for the entire duration of delay exceeding four Working Days from the Bid/ Issue Closing Date by the intermediary responsible for causing such delay in unblocking. The Book Running Lead Managers shallThereupon, in their sole discretion, identify and fix the liability on such intermediary or entity (the “Relevant Intermediary”) responsible for such failure or delay in unblocking, and such Relevant Intermediary will be liable to pay compensation to the investor in accordance with the SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, read with SEBI Circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022. It is hereby clarified that the Members of the Syndicate shall not be liable in any manner whatsoever for any failure or delay on the part of such Relevant Intermediary (as determined by the Book Running Lead Managers, in their sole discretion) to discharge its obligation to compensate the investor for the delay in unblocking of amount, as stated above. All payments towards processing fee or selling commission shall be released only after ascertaining that there are no pending complaints pertaining to block/unblock of Bids and upon receipt of confirmation on completion of unblocks from each of the Sponsor Banks, SCSBs and the Registrar as specified under the circular dated March 16, 2021. An application for the release of processing fees shall be made in accordance with the format prescribed as per Annexure 1 of the SEBI Circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022. (d) In relation to amounts lying to the credit of the Public Issue Account, the Bidders or Underwriters (or any other person pursuant to any underwriting obligation), as the Underwriters case may shall have no beneficial interest therein save as provided in Section 40 of the Companies Act, 2013this Agreement or under Applicable Law. For the avoidance of doubt, it is clarified that the Bidders or Underwriters or any other person, as the Underwriters case may be, shall continue to be beneficiaries Beneficiaries in relation to the Surplus Amount, if any, and subject to Clause 3.2.3.2 3.2.2.1 and upon receipt of the final listing and trading approvals and Allotmentapprovals, the Company Company, except to the extent of Issue Expenses payable out of the Issue proceeds, shall be the beneficiary Beneficiaries in respect of their respective portions of the monies transferred to the Public Issue Accountbalance amount. Further, it is hereby clarified that until the receipt of final listing and trading approvals from both the Stock Exchanges, the Public Issue Account Bank shall not transfer the monies due to the Company, net of the Issue Expenses from the Public Issue Account to the Company’s bank accounts, prior account. The transfer from the Public Issue Account shall be subject to the Public Issue Account Bank receiving written instructions from the Company and the BRLMsManager, in accordance with Clause 3.2.3.23. (e) The Registrar shall, within two (2) Working Days from the Bid/Issue Closing Date, in writing in the prescribed form (specified in Schedule V hereto), intimate the Company and the BRLMs, the aggregate amount of commission payable to the SCSBs, Sponsor Banks, Registered Brokers, the RTAs and the CDPs as calculated by the Registrar. For the avoidance of doubt, the quantum of commission payable to the Registered Brokers, the RTAs and the CDPs shall be determined on the basis of such Bid cum Application Forms procured by them and which are eligible for Allotment and the payment of commission to the Registered Brokers will be made by the Stock Exchanges. The Company shall ensure that the aggregate amount of commission payable to the Registered Brokers in relation to the Issue, as calculated by the Registrar to the Issue, shall be transferred by the Company, including on behalf of the to the Stock Exchanges, prior to the receipt of final listing and trading approvals. Further, the Company shall ensure commission to the RTAs and CDPs, as calculated by the Registrar, shall be paid in accordance with this Agreement, as applicable, within 30 Working Days of receipt (f) The fees payable to the Sponsor Banks for services provided in terms of this Agreement shall be as per the commercial arrangement agreed between Company and Sponsor Banks per block created (excluding applicable taxes) using the UPI Mechanism. The Company will make the payment only to the Sponsor Banks, which in turn shall make the requisite payments to the NPCI and the SCSBs where the accounts of the Bidders, linked to their UPI ID, are held. (g) Notwithstanding anything stated in this Agreement, the Company hereby acknowledges and agrees that it shall take all necessary action to ensure that the Issue Expenses shall be paid to the respective intermediaries (such expenses shall be paid by the Company within 30 Working Days post the date of receipt of the final invoice from the respective intermediaries by the Company in accordance with the arrangements/ agreements with the relevant intermediary. (h) Notwithstanding anything stated in this Agreement, the Company hereby agrees that they shall take all necessary actions to ensure that the Issue Expenses shall be paid to the members of the Syndicate and to the legal counsels from the Public Issue Account upon receipt of the final listing and trading approvals from the Stock Exchanges in accordance with the provisions of this Agreement, the Engagement Letter, the Issue Agreement, the Syndicate Agreement and the Underwriting Agreement. (i) The BRLMs are hereby severally authorized to take such action in accordance with the terms of this Agreement as may be necessary in connection with the transfer of amounts from the Escrow Accounts to the Public Issue Account and the Refund Account, as applicable. 3.2.3.2. Notwithstanding anything stated in this Agreement, in respect of the amounts lying to the credit of the Public Issue Account, the following specific provisions shall be applicable: (a) The Public Issue Account Bank, upon instructions from the Company agree to retain not less than such amounts as may have been estimated towards Issue related expenses and as will be disclosed in the Prospectus towards Issue Expenses, including, without limitation: (A) (i) fees, advisory fees, incentives, commissions, brokerage and out of pocket expenses (fixed and variable) payable to the Members of the Syndicate in terms of the respective engagement letters, the Issue Agreement, the Syndicate Agreement and the Underwriting Agreement (including BRLMs underwriting commission, selling commission), (ii) fees and expenses payable to the BRLMs in accordance with the Engagement Letter and the Issue Agreement; (iii) fees and expenses payable to the legal counsels to the Company, and the BRLMs; (iv) fees payable as follows: processing fees and bidding charges for the Members of the Syndicate, SCSBs, Registered Brokers, Collecting Depository Participants, RTAs, Sponsor Banks as mentioned in the Syndicate Agreement; and (v) and any other expenses in connection with the Issue, including bidding charges, advertising and marketing expenses for the Issue, other expenses, listing fees, SEBI filing fees, BSE & NSE processing fees, book building software fees, other regulatory expenses, printing and stationery expenses, fees payable to other advisors to the Issue, and miscellaneous expenses (collectively referred to as the “Issue Expenses”), for onward depositing by the post-Issue BRLM (on behalf of the BRLMs) to the Indian revenue authorities, at such rate as may be prescribed under Applicable Law, the amount of which shall be confirmed by a certificate in writing provided by a reputable chartered accountant appointed by the Company, until such time and subsequent to receipt of final listing and trading approvals from Stock Exchanges; (a) as the BRLMs instruct the Public Issue Account Bank, in the form specified in Schedule VA with respect to (A)(i) and (A)(ii) above, with a copy to the Company; and (b) the Company and BRLMs instructs the Public Issue Account Bank, in the form specified in Schedule VB with respect to (A)(iii), (A)(iv) and (A)(v) above. It is clarified that the CA Tax Certificate shall be provided to the BRLMs immediately upon Allotment, and prior to receipt of listing and trading approvals for the Equity Shares on the Stock Exchanges. Notwithstanding anything to the contrary in this Agreement, each of the Parties hereby agrees that the BRLMs will not have any responsibility, obligation or liability whatsoever, directly or indirectly, with regard to Withholding Amounts. The Company agrees that the BRLMs shall not be liable in any manner whatsoever to the Company for any failure or delay in collection, payment or deposit of the whole or any part of any amount due as tax deducted at source in relation to the Issue. (b) On the receipt of final listing and trading approvals from the Stock Exchanges and the CA Tax Certificate, (A) the BRLMs shall, by one or more instructions, in the form specified in Schedule VA with a copy to the Company instruct the Public Issue Account Bank of the amount of the payment towards the Issue Expenses under sub- clauses (a)(A)(i) and (a)(A)(ii) of Clause 3.2.3.2 (to the extent such amounts have not been paid by the Company) and Security Transaction Tax; and (B) the Company shall, by one or more instructions, in the form specified in Schedule VB with a copy to the BRLMs, instruct the Public Issue Account Bank of the amount of the payment towards the Issue Expenses under sub-clauses (a)(A)(iii), (a)(A)(iv) and (a)(A)(v) of Clause

Appears in 1 contract

Sources: Cash Escrow and Sponsor Bank Agreement

Completion of the Issue. 3.2.3.1. In the event of the completion of the Issue: (a) The Escrow Collection Bank, the Public Issue Account Bank, the Refund Bank and the Sponsor Banks shall refer to the Red ▇▇▇▇▇▇▇ Prospectus for the Anchor Investor Bid/ Issue PeriodBidding Date, the Bid/ Bid / Issue Opening Date and the Bid/ Bid / Issue Closing Date. (b) The Registrar shall, on or prior to the Designated Date in writing (i) along with the BRLMsBook Running Lead Manager, intimate the Banker Bankers to the Issue in the form provided in Schedule I III hereto, the Designated Date (with a copy to the Company Company) and provide the written details of the Bid Amounts (including amounts, if any, paid by the Underwriters or any other person pursuant to any underwriting obligations in terms of the Underwriting Agreement) relating to Bids that have received the confirmed allocation and in respect of which the Bid Amounts are to be transferred from the Escrow Account to the Public Issue Account; (ii) intimate the SCSBs and the Sponsor Banks in writing (in the form provided in Schedule IIIV) (with a copy to the Company and the BRLMsBook Running Lead Manager) of the Designated Date, and provide the SCSBs and the Sponsor Banks with the written details of the blocked amounts that have to be unblocked and transferred from the ASBA Accounts including the accounts blocked through the UPI mechanism, as applicable, to the Public Issue Account. The Sponsor Banks, based on the UPI Mandate Request approved by the respective UPI Bidders at the time of blocking of their respective funds, will raise the debit/ collect request from the UPI Bidders’ bank accounts, whereupon the funds will be transferred from the respective UPI Bidders’ accounts to the Public Issue Account based on the finalized basis of allocation and the remaining funds, if any, will be unblocked to the UPI Bidders Bidder or its bank. The Registrar, the SCSBs and the Sponsor Banks shall ensure that unblocking is completed within two (2) Working Days from the Bid/ Issue Closing Date, or such other timelines as may be prescribed under Applicable Law. The amounts to be transferred to the Public Issue Account by the Escrow Collection Bank represent represents Bids from Anchor Investors that have received confirmed allocation in respect of the Equity Shares in the Issue and amounts, if any, paid by the Underwriters or any other person pursuant to their underwriting obligations in terms of the Underwriting Agreement. The amounts to be unblocked and transferred to the Public Issue Account by the SCSBs (including the UPI Bidders’ banks on raising of debit/ collect requests by the Sponsor Banks) represent Bids from ASBA Bidders that have received/been received confirmed allocation in respect of the Equity Shares in the Issue. The Escrow Collection Bank and the SCSBs, on receipt of such details from the Registrar and the BRLMsBook Running Lead Manager, as applicable, shall within Banking Hours on the same Working Day transfer the amounts lying to the credit of the Escrow Accounts or blocked in the ASBA Accounts in relation to the successful Bidders to the Public Issue Account on the Designated Date. The Surplus Amount, if any, shall be transferred from the Escrow Account Accounts to the Refund Account Bank on the basis of written instructions of the Registrar and the BRLMs Book Running Lead Manager (with notice to the Company) in accordance with the Schedule III V and procedure specified in this Agreement and the Red ▇▇▇▇▇▇▇ Prospectus and the Prospectus. Immediately upon the transfer of the amounts to the Public Issue Account or the Refund Account, the Banker Bankers to the Issue Issue, as applicable shall appropriately confirm the same to the Registrar and the BRLMs Book Running Lead Manager (with a copy to the Company). (c) In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism) exceeding four Working Days from the Bid/ Issue Closing Date, the Bidder shall be compensated as per SEBI guidelines for the entire duration of delay exceeding four Working Days from the Bid/ Issue Closing Date by the intermediary responsible for causing such delay in unblocking. The Book Running Lead Managers shall, in their sole discretion, identify and fix the liability on such intermediary or entity (the “Relevant Intermediary”) responsible for such failure or delay in unblocking, and such Relevant Intermediary will be liable to pay compensation to the investor in accordance with the SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, read with SEBI Circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022. It is hereby clarified that the Members of the Syndicate shall not be liable in any manner whatsoever for any failure or delay on the part of such Relevant Intermediary (as determined by the Book Running Lead Managers, in their sole discretion) to discharge its obligation to compensate the investor for the delay in unblocking of amount, as stated above. All payments towards processing fee or selling commission shall be released only after ascertaining that there are no pending complaints pertaining to block/unblock of Bids and upon receipt of confirmation on completion of unblocks from each of the Sponsor Banks, SCSBs and the Registrar as specified under the circular dated March 16, 2021. An application for the release of processing fees shall be made in accordance with the format prescribed as per Annexure 1 of the SEBI Circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022. (d) In relation to amounts lying to the credit of the Public Issue Account, the Bidders or the Underwriters shall have no beneficial interest therein save as provided in Section 40 of the Companies Act, 2013. For the avoidance of doubt, it is clarified that the Bidders or the Underwriters shall continue to be beneficiaries in relation to the Surplus Amount, if any, and subject to Clause 3.2.3.2 3.2.3.2. and receipt of the final listing and trading approvals and Allotment, the Company shall be the beneficiary in respect of the monies transferred to the Public Issue Account. Further, it is hereby clarified that until the receipt of final listing and trading approvals from both the Stock Exchanges, the Public Issue Account Bank shall not transfer the monies due to the Company, net of Issue Expenses from the Public Issue Account to the Company’s bank accountsaccount, prior to receiving written instructions from the Company and and/or the BRLMsBook Running Lead Manager, in accordance with Clause 3.2.3.2. (ed) The Registrar shall, within two one (21) Working Days from the Bid/Bid/ Issue Closing Date, in writing in the prescribed form (specified in Schedule V VI hereto), intimate the Company and the BRLMsBook Running Lead Manager, the aggregate amount of commission payable to the SCSBs, Sponsor Banks, Registered Brokers, the RTAs and the CDPs as calculated by the Registrar. For the avoidance of doubt, the quantum of commission payable to the SCSBs, Registered Brokers, the RTAs and the CDPs shall be determined in terms of the Syndicate Agreement on the basis of such Bid cum Application Forms procured by them and which are eligible for Allotment and the payment of commission to the Registered Brokers will be made by through the Stock Exchanges. The Company shall ensure Parties acknowledge that that the aggregate amount of commission payable to the Registered Brokers in relation to the Issue, as calculated by the Registrar to the IssueRegistrar, shall be transferred by the Company, including on behalf of the to the Stock Exchanges, prior to the receipt of final listing and trading approvalsapprovals in accordance with Applicable Law. All payments towards processing fee or selling commission shall be released only after ascertaining that there are no pending complaints pertaining to block/unblock of ASBA Bids and upon receipt of confirmation on completion of transfer / unblocks by SCSBs as specified under the SEBI Circular dated March 16, 2021, read with SEBI Circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022. The SCSBs, the respective Sponsor Banks and the Registrar shall provide the relevant confirmations to the Book Running Lead Manager in accordance with the SEBI Circular SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 to the Book Running Lead Manager and the Company. Further, the Company shall ensure commission to the RTAs and CDPs, as calculated by the Registrar, shall be paid in accordance with this Agreement, after receipt of invoices from the respective RTAs and CDPs, as applicablethe case may be, within 30 Working Days of receiptas per Applicable Law. (fe) The fees payable to the Sponsor Banks for services provided in terms of this Agreement shall be as per the commercial arrangement agreed between Company and Sponsor Banks per block created (excluding applicable taxes) using the UPI Mechanism. The Company will make the payment only to the Sponsor BanksBanks and for services provided in accordance with the November 2018 Circular, the guidelines issued by the NPCI and this Agreement, which has been mutually decided by the Company, and the respective Sponsor Bank, which in turn shall make the requisite payments to the NPCI and the SCSBs where the accounts of the Bidders, linked to their UPI ID, are held. (g) Notwithstanding anything stated in this Agreement, the Company hereby acknowledges and agrees that it shall take all necessary action to ensure that the Issue Expenses shall be paid to the respective intermediaries (such expenses shall be paid by the Company within 30 Working Days post the date of receipt of the final invoice from the respective intermediaries by the Company in accordance with the arrangements/ agreements with the relevant intermediary. (hf) Notwithstanding anything stated in this Agreement, the Company hereby agrees that they it shall take all necessary actions to ensure that the Estimated Issue Expenses shall be paid to the respective intermediaries, including the amount representing the lead management fees, advisory fees, commissions, brokerage, incentives and expenses payable by the Company to the members of the Syndicate under their respective engagement letters or the Fee Letter, as the case may be, the Issue Agreement and to the legal counsels from the Public Issue Account Syndicate Agreement shall be paid upon receipt of the final listing and trading approvals from the Stock Exchanges in accordance with the provisions Section 3.2.3.1(c) of this Agreement, the Engagement Letter, the Issue Agreement, the Syndicate Agreement and the Underwriting Agreement. (ig) The BRLMs Book Running Lead Manager are hereby severally authorized to take such action in accordance with the terms of this Agreement as may be necessary in connection with the transfer of amounts from the Escrow Accounts to the Public Issue Account and the Refund Account, as applicable. (h) The fees payable to the Sponsor Bank for services provided in accordance with the Applicable Laws, the guidelines issued by the NPCI and terms of this Agreement, shall be as per mutually agreed terms per successful block Bids (excluding applicable taxes) using the UPI Mechanism. The Company will make the payment only to the Sponsor Bank, which in turn shall make the requisite payments to the NPCI and the SCSBs where the accounts of the Bidders, linked to their UPI ID, are held. 3.2.3.2. Notwithstanding anything stated in this Agreement, in respect of the amounts lying to the credit of the Public Issue Account, the following specific provisions shall be applicable: (a) The Company agrees to retain, in the Public Issue Account BankAccount, upon instructions from the Company agree to retain not less than such amounts as may have been estimated towards Issue related expenses and as will be disclosed in the Prospectus towards Issue Expenses (including the applicable taxes on such Issue Expenses), including, without limitation: : (A) (i) fees, advisory fees, incentives, commissions, brokerage and out of pocket expenses (fixed and variable) payable to the Members members of the Syndicate in terms of the respective engagement letters, the Issue Agreement, the Syndicate Agreement and the Underwriting Agreement (including BRLMs underwriting commission, selling commission)Agreement, (ii) fees and expenses payable to the BRLMs Book Running Lead Manager in accordance with the Engagement Letter and the Issue AgreementFee Letter; (iii) fees and expenses payable to the legal counsels to the Company, Company and the BRLMsBook Running Lead Manager; (iv) fees payable as follows: processing fees and bidding charges for to the Members of the Syndicate, SCSBs, Registered Brokers, Collecting Depository Participants, RTAs, Sponsor Banks as mentioned in the Syndicate Agreement; and (v) and any other expenses in connection with the Issue, including bidding charges, advertising and marketing expenses for the Issue, other road show expenses, listing feesadvertisement, SEBI filing fees, BSE & NSE processing fees, book building software fees, media and other regulatory expenses, printing and stationery expenses, fees payable to other advisors to the Issue, and miscellaneous expenses (collectively referred to as the “Issue Expenses”), for onward depositing by the post-Issue BRLM (on behalf of the BRLMs) to the Indian revenue authorities, at such rate as may be prescribed under Applicable Law, the amount of which shall be confirmed by a certificate in writing provided by a reputable chartered accountant appointed by the Company, until such time and subsequent to receipt of final listing and trading approvals from Stock Exchanges; (a) as the BRLMs . The Book Running Lead Manager shall instruct the Public Issue Account Bank, in the form specified in Schedule VA VII with respect to (A)(i) and ), (A)(ii) above), with a copy to the Company; and (b) the Company and BRLMs instructs the Public Issue Account Bank, in the form specified in Schedule VB with respect to (A)(iii), (A)(iv) and (A)(v) above. It is clarified that the CA Tax Certificate shall be provided , with a copy to the BRLMs immediately upon Allotment, and prior to receipt of listing and trading approvals for the Equity Shares on the Stock Exchanges. Notwithstanding anything to the contrary in this Agreement, each of the Parties hereby agrees that the BRLMs will not have any responsibility, obligation or liability whatsoever, directly or indirectly, with regard to Withholding Amounts. The Company agrees that the BRLMs shall not be liable in any manner whatsoever to the Company for any failure or delay in collection, payment or deposit of the whole or any part of any amount due as tax deducted at source in relation to the IssueCompany. (b) On the receipt of final listing and trading approvals from the Stock Exchanges and the CA Tax Certificate, Exchanges, (A) the BRLMs Book Running Lead Manager shall, by one or more instructions, in the form specified in Schedule VA Error! Reference source not found.II with a copy to the Company instruct the Public Issue Account Bank of the amount of the payment towards the Issue Expenses under sub- clauses (a)(A)(i) and (a)(A)(ii) of Clause 3.2.3.2 (to the extent such amounts have not been paid by the Company) and Security Transaction Tax; and (B) the Company shall, by one or more instructions, in the form specified in Schedule VB with a copy to the BRLMs, instruct the Public Issue Account Bank of the amount of the payment towards the Issue Expenses under sub-clauses (a)(A)(iiia)(A)(i), (a)(A)(iva)(A)(ii), (A)(iii), (A)(iv) and (a)(A)(vA)(v) of ClauseClause 3.2.3.2.(a) (to the extent such amounts have not been paid by the Company) and the Public Issue Account Bank shall remit such amounts within one Working Day of receipt of the instruction from the Book Running Lead Manager. (c) Until such time that instructions in the form specified in Error! Reference source (a) in the Public Issue Account and shall not act on any instruction, including that of the Company. The instructions in the form specified in Error! Reference source not found.II shall be binding on the Public Issue Account Bank irrespective of any contrary claim or instructions from any Party. This provision shall be deemed to be an irrevocable instruction from the Company to the Public Issue Account Bank to debit the Public Issue Account as per the details contained in Error! Reference source not found.II. (d) The Book Running Lead Manager shall upon completion of the transfers specified in Clauses 3.2.3.2.(a) and 3.2.3.2(b) above, instruct the Public Issue Account Bank, in the form specified in Schedule VIII (with a copy to the Company), the amounts to be transferred from the Public Issue Account to the bank account of the Company and the Public Issue Account Bank shall remit such amounts within one Working Day from the receipt of such instructions. Provided however, the Company shall intimate to the Book Running Lead Manager at least two Working Days prior to Allotment (or such other time as may be mutually agreed) details of the bank account of the Company where such amount should be transferred from the Public Issue Account. (e) The written instructions as per Schedule VII and Schedule VIII shall be valid instructions if signed by the persons named in Schedule IX whose specimen signatures are contained herein, in accordance with Clause 15 or as may be authorized by the respective Book Running Lead Manager(s) for itself or the Company with intimation to the Bankers to the Issue, as applicable. (f) In the event of any expenses or amounts in relation to the Issue falling due to the Book Running Lead Manager, the Syndicate Member, the legal counsels to the Company, and the Book Running Lead Manager and any other intermediary/ service provider in connection with the Issue after closure of the Public Issue Account, or to the extent that such expenses or amounts falling due to the Book Running Lead Manager, the Syndicate Member and the legal counsels to the Company and the Book Running Lead Manager are not paid from the Public Issue Account, the Company shall reimburse the Book Running Lead Manager, the Syndicate Member and the legal counsel to the Company and the Book Running Lead Manager, as the case maybe, within two Working Days, for any claims, actions, losses, demands or damages incurred in connection thereto. (g) Further, Schedule VIII may also be used for transfer of amount for some expenses that have been paid by the Company in relation to the Issue and subsequently the amount is being reimbursed to the Company from the Public Issue Account.

Appears in 1 contract

Sources: Cash Escrow and Sponsor Bank Agreement

Completion of the Issue. 3.2.3.1. In the event of the completion of the Issue: (a) The Escrow Collection Bank, the Public Issue Account Bank, the Refund Bank and the Sponsor Banks shall refer to If the Red ▇▇▇▇▇▇▇ Prospectus for does not specify the Anchor Investor Bid/ Issue Period, the BRLM shall, after filing the Red ▇▇▇▇▇▇▇ Prospectus with the RoC and prior to the Anchor Investor Bid/ Issue Period, and upon receipt of such information from the Company intimate in writing (in the form specified in Annexure F) the Anchor Investor Bid/ Issue Period, the Bid/ Issue Opening Date and the Bid/ Issue Closing DateDate to the Escrow Collection Bank, the Public Issue Account Bank, the Refund Bank, the Sponsor Bank and the Registrar to the Issue (with a copy to the Company). (b) 3.2.3.2. The Registrar to the Issue, shall, on or prior to the Designated Date Date, in writing writing, (ia) along with the BRLMsBRLM, intimate the Banker to the Issue in the form provided in Schedule I hereto, the Designated Date Escrow Collection Bank (with a copy to the Company Company), the Designated Date and provide the Escrow Collection Bank with (i) the written details of the Bid Amounts (including amounts, if any, paid by the Underwriters or any other person pursuant to any underwriting obligations in terms of the Underwriting Agreement) relating to Bids amounts that have received the confirmed allocation and in respect of which the Bid Amounts are to be transferred from the Escrow Account Accounts to the Public Issue Account; and (ii) the details of the Surplus Amount, if any, that are to be transferred from Escrow Accounts to the Refund Account, in the form specified in Annexure G; and (b) intimate the SCSBs and the Sponsor Banks in writing (in the form provided in Schedule II) Bank (with a copy to the Company and BRLM, the BRLMsCompany) of (in the form specified in Annexure H), the Designated Date, and provide the SCSBs and the Sponsor Banks Bank with the written details of the blocked amounts that have are required to be unblocked and transferred from the ASBA Accounts including the accounts blocked through the UPI mechanism, as applicable, to the Public Issue Account. The Sponsor BanksBank, based on the UPI Mandate Request approved by the respective UPI Retail Individual Bidders at the time of blocking of their respective funds, will raise the debit/ debit/collect request from the UPI Bidders’ bank accountsrespective ASBA Account and issue necessary instructions, whereupon the funds will be transferred from the respective UPI Bidders’ accounts ASBA Account to the Public Issue Account based on the finalized basis of allocation and the remaining funds, if any, will be unblocked to without any manual intervention by the UPI Bidders or its bankRetail Individual Bidder. The amounts to be transferred to the Public Issue Account by the Escrow Collection Bank represent Bids from Anchor Investors that have received confirmed allocation in respect of the Equity Shares in the Issue and amounts, if any, paid by the Underwriters Underwriter or any other person pursuant to their any underwriting obligations in terms of the Underwriting Agreement. The amounts to be unblocked and transferred to the Public Issue Account by the SCSBs (including the UPI Bidders’ banks on raising of debit/ collect requests by the Sponsor Banks) represent Bids from ASBA Bidders Bidders, including Bids received through the UPI Mechanism, that have received/been received confirmed allocation in respect of the Equity Shares in the Issue. 3.2.3.3. The On the Designated Date, the Escrow Collection Bank, the Sponsor Bank (in case of Retail Individual Bidders using the UPI Mechanism) and the SCSBs, on receipt of such details from the Registrar and the BRLMsunder Clause 3.2.3.2, as applicableshall, shall within Banking Hours on the same Working Day Day, transfer the amounts lying to the credit of the Escrow Accounts or and/or blocked in the ASBA Accounts in relation to the successful Bidders Bids to the Public Issue Account on the Designated Date. The Surplus Amount, if any, shall be transferred from Account; and the Escrow Account Collection Bank shall transfer the Surplus Amount to the Refund Account Account. In the event such transfers are unable to be completed on the basis of written same Working Day, such instructions of issued by the BRLM and the Registrar to the Issue to the Escrow Collection Bank and by the Registrar to the Issue to the SCSBs and the BRLMs (with notice to Sponsor Bank shall be valid for the Company) in accordance with the Schedule III and procedure specified in this Agreement and the Red ▇▇▇▇▇▇▇ Prospectus and the Prospectusnext Working Day. 3.2.3.4. Immediately upon the transfer of the amounts to the Public Issue Account or and the Refund Account, as applicable, the Banker Escrow Collection Bank, the Sponsor Bank and the SCSBs shall appropriately confirm transfer of such amounts and the Public Issue Account Bank and Refund Bank shall confirm receipt of such amounts to the Registrar to the Issue shall appropriately confirm the same to the Registrar and the BRLMs BRLM (with a copy to the Company). (c) In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism) exceeding four Working Days from the Bid/ Issue Closing Date, the Bidder shall be compensated as per SEBI guidelines for the entire duration of delay exceeding four Working Days from the Bid/ Issue Closing Date by the intermediary responsible for causing such delay in unblocking. The Book Running Lead Managers shallThereupon, in their sole discretion, identify and fix the liability on such intermediary or entity (the “Relevant Intermediary”) responsible for such failure or delay in unblocking, and such Relevant Intermediary will be liable to pay compensation to the investor in accordance with the SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, read with SEBI Circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022. It is hereby clarified that the Members of the Syndicate shall not be liable in any manner whatsoever for any failure or delay on the part of such Relevant Intermediary (as determined by the Book Running Lead Managers, in their sole discretion) to discharge its obligation to compensate the investor for the delay in unblocking of amount, as stated above. All payments towards processing fee or selling commission shall be released only after ascertaining that there are no pending complaints pertaining to block/unblock of Bids and upon receipt of confirmation on completion of unblocks from each of the Sponsor Banks, SCSBs and the Registrar as specified under the circular dated March 16, 2021. An application for the release of processing fees shall be made in accordance with the format prescribed as per Annexure 1 of the SEBI Circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022. (d) In relation to such amounts lying transferred to the credit of the Public Issue AccountAccount Bank, the Bidders or the Underwriters Underwriter (or any other person pursuant to any underwriting obligation), as the case may be, shall have no beneficial interest therein save as provided in Section 40 of the Companies Act, 2013under Applicable Law. For the avoidance of doubt, it is clarified that the Bidders or the Underwriters Underwriter or any other person, as the case may be, shall continue to be beneficiaries the Beneficiaries in relation to the any Surplus Amount, if any, Amount and subject to Clause 3.2.3.2 and receipt of the final listing and trading approvals and Allotmentapprovals, the Company shall be the beneficiary Beneficiary in respect of their respective portions of the monies balance amount. In relation to the Surplus Amount transferred to the Refund Bank by the Escrow Collection Bank, the Refund Bank shall ensure the transfer of the Surplus Amount to the account of the Beneficiaries and immediately upon such transfer, the Refund Bank shall intimate the BRLM and the Company of such transfer. 3.2.3.5. The BRLM is hereby authorized to take such action in accordance with the terms of this Agreement in connection with the transfer of amounts from the Escrow Accounts to the Public Issue Account and the Refund Account, as applicable. 3.2.3.6. Further, it It is hereby clarified that until the receipt of final listing and trading approvals from both the Stock ExchangesExchange, the Public Issue Account Bank shall not transfer the any monies due to the Company, net of Issue Expenses from the Public Issue Account to the Company’s bank accounts, accounts of the Company prior to receiving receipt of written instructions from the Company and the BRLMs, BRLM in accordance with Clause 3.2.3.23.2.3.9(iv) below. (e) 3.2.3.7. Notwithstanding anything stated in this Agreement, the Company hereby severally agree that they shall take all necessary actions to ensure that the amount representing the lead management fees, advisory fees, commissions, brokerage, incentives and expenses payable by the Company under the Issue Agreement or any other agreement entered into in connection with the Issue shall be paid immediately upon receipt of the final listing and trading approvals from the Stock Exchange in accordance with Clause 3.2.3.9 of this Agreement. 3.2.3.8. The Registrar to the Issue shall, within two (2) Working Days from the Bid/Issue Closing Date, in writing (in the prescribed form (specified in Schedule V Annexure I hereto), intimate the Company and BRLM (with a copy to the BRLMsCompany), the aggregate amount of commission payable to the SCSBs, Sponsor Banks, Registered Brokers, the RTAs and the CDPs as calculated by the RegistrarRegistrar to the Issue. For the avoidance of doubt, the quantum of commission payable to the SCSBs, Registered Brokers, the RTAs and the CDPs shall be determined on the basis of such Bid cum Application Forms procured by them and which are eligible for Allotment and the payment of commission to the Registered Brokers will be made by the Stock ExchangesExchange. The Company will make the payment only to the Sponsor Bank, which in turn shall make the requisite payments to the NPCI where the accounts of the Bidders, linked to their UPI ID, are held and such other parties as required in connection with the performance of the Sponsor Bank’s duties under the SEBI Regulation and other Applicable Law. The Company shall ensure that the aggregate amount of commission payable to the Registered Brokers in relation to the Issue, as calculated by the Registrar to the Issue, shall be transferred by the Company, including on behalf of the from their own account to the Stock Exchanges, Exchange prior to the receipt of final listing and trading approvals. Further, the Company shall ensure commission to the RTAs and CDPs, as calculated by the RegistrarRegistrar to the Issue, shall be paid in accordance with this Agreement, as applicable, Agreement within 30 Working Days of receipt receipt of invoices from the respective RTAs and CDPs, as the case may be. The Company shall also ensure that (fa) The the aggregate amount of commission and processing fees payable to the SCSBs and the Sponsor Banks for services provided in terms of this Agreement shall be as per the commercial arrangement agreed between Company and Sponsor Banks per block created Bank; (excluding applicable taxesb) using the UPI Mechanism. The Company will make the payment only any amounts payable to the Sponsor Banks, which in turn shall make Depositories and the requisite payments Registrar to the NPCI Issue; and the SCSBs where the accounts of the Bidders, linked to their UPI ID, are held. (gc) Notwithstanding anything stated in this Agreement, the Company hereby acknowledges and agrees that it shall take all necessary action to ensure that the Issue Expenses shall be paid to the respective intermediaries (such any other expenses shall be paid by the Company within 30 Working Days post the date of receipt of the final invoice from the respective intermediaries by the Company in accordance with the arrangements/ agreements with the relevant intermediary. (h) Notwithstanding anything stated in this Agreement, the Company hereby agrees that they shall take all necessary actions to ensure that the Issue Expenses shall be paid to the members of the Syndicate and to the legal counsels from the Public Issue Account upon receipt of the final listing and trading approvals from the Stock Exchanges in accordance with the provisions of this Agreement, the Engagement Letter, the Issue Agreement, the Syndicate Agreement and the Underwriting Agreement. (i) The BRLMs are hereby severally authorized to take such action in accordance with the terms of this Agreement as may be necessary in connection with the transfer of amounts Issue including roadshow expenses, advertisement and media expenses shall be made at the relevant time from the Escrow Accounts Company’s account. Such amounts shall be adjusted against the amounts to be transferred to the Public Issue Account and the Refund Account, as applicableCompany pursuant to Clause 3.2.3.9(iv) below. 3.2.3.23.2.3.9. Notwithstanding anything stated in this Agreement, in respect of the amounts lying to the credit of the Public Issue Account, the following specific provisions shall be applicable: (ai) The Public Issue Account Bank, upon instructions from Each of the Company agree to retain not less than such amounts as may have been that out of the amount of the total estimated towards Issue related expenses and as will be disclosed in the Prospectus towards under the section “Objects of the Issue” the following shall be retained in the Public Issue Expenses, including, without limitationAccount: (A) (i) book running lead management fees, advisory fees, incentives, commissions, brokerage and out of pocket expenses (fixed and variable) payable to the Members members of the Syndicate in terms of under the respective engagement letters, if any, the Issue Agreement, the Syndicate Agreement and the Underwriting Agreement (including BRLMs underwriting commissionwhen executed) (the “Estimated Issue Expenses”). Other than the listing fees, selling commission)which will be borne solely by the Company, (ii) all costs, charges, fees and expenses payable to the BRLMs in accordance that are associated with the Engagement Letter and the Issue Agreement; (iii) fees and expenses payable to the legal counsels to the Company, and the BRLMs; (iv) fees payable as follows: processing fees and bidding charges for the Members of the Syndicate, SCSBs, Registered Brokers, Collecting Depository Participants, RTAs, Sponsor Banks as mentioned in the Syndicate Agreement; and (v) and any other expenses incurred in connection with the IssueIssue including, including bidding chargesinter-alia, advertising and marketing expenses for the Issue, other expenses, listing fees, SEBI filing fees, BSE & NSE processing fees, book building software feesfees and other charges, fees and expenses of the SEBI, the Stock Exchange, the Registrar of Companies and any other regulatory Governmental Authority, advertising, printing, road show expenses, printing accommodation and stationery travel expenses, fees payable and expenses of the legal counsel to the Company and the legal counsel to the BRLM, fees and expenses of the statutory auditors, registrar fees and broker fees (including fees for procuring of applications), bank charges, fees and expenses of the BRLM, syndicate members, Self-Certified Syndicate Banks, other advisors Designated Intermediaries and any other consultant, advisor or third party in connection with the Issue shall be borne by the Company in proportion to the number of Equity Shares issued and/or transferred by each of the Company in the Issue, and miscellaneous expenses respectively. (collectively referred to as the “Issue Expenses”), for onward depositing by the post-Issue ii) The BRLM shall (on behalf of the BRLMs) to the Indian revenue authorities, at such rate as may be prescribed under Applicable Law, the amount of which shall be confirmed by a certificate in writing provided by a reputable chartered accountant appointed by the Company, until such time and subsequent to receipt of final listing and trading approvals from Stock Exchanges; (a) as the BRLMs instruct the Public Issue Account Bank, in the form specified in Schedule VA with respect to (A)(i) and (A)(ii) above, with a copy to the Company; and (b) the Company and BRLMs instructs the Public Issue Account Bank, in the form specified in Schedule VB with respect to (A)(iii), (A)(iv) and (A)(v) above. It is clarified that the CA Tax Certificate shall be provided to the BRLMs immediately upon Allotment, and prior to receipt of listing and trading approvals for the Equity Shares on the Stock Exchanges. Notwithstanding anything to the contrary in this Agreement, each of the Parties hereby agrees that the BRLMs will not have any responsibility, obligation or liability whatsoever, directly or indirectly, with regard to Withholding Amounts. The Company agrees that the BRLMs shall not be liable in any manner whatsoever to the Company for any failure or delay in collection, payment or deposit of the whole or any part of any amount due as tax deducted at source in relation to the Issue. (b) On following the receipt of the final listing and trading approvals from the Stock Exchanges Exchange and provide the CA Tax Certificate, Public Issue Account Bank (A) the BRLMs shall, by one or more instructions, in the form specified in Schedule VA Annexure J), one or more instructions stating details of the amounts to be paid towards Estimated Issue Expenses. The Public Issue Account Bank shall, on the same day of the receipt of such instruction from the BRLM (which shall be provided within Banking Hours), remit such funds to the relevant accounts. (iii) At least two (2) Working Days prior to the date of Bid/Issue Closing Date, the Company shall inform the BRLM of the details of its bank account, to which net proceeds from the Issue to which the Company is entitled to, are to be transferred, being the balance amount lying in the Public Issue Account after deducting the aggregate amount of the Estimated Issue Expenses and the Applicable Tax, payable by the Company as applicable, (subject to Clause 3.2.3.7 above). (iv) Upon the receipt of final listing and trading approvals, the BRLM shall, during Banking Hours, provide the Public Issue Account Bank (with a copy to the Company) (in form specified in Annexure K), instructions stating the amount to be transferred from the Public Issue Account to the respective bank accounts of each of the Company; and the Public issue account bank shall, on the same day of the receipt of such instruction from the BRLM, remit the respective amounts. Notwithstanding anything stated in this Agreement, the Company, hereby acknowledges and agrees that it shall take all necessary action to ensure that the Issue Expenses shall be paid to the respective intermediaries immediately upon receipt of the final invoice from the respective intermediaries by the Company instruct in accordance with the arrangements/agreements with the relevant intermediary. (v) The instructions in the form of Annexure J and Annexure K issued by the BRLM shall be binding on the Public Issue Account Bank irrespective of the amount of the payment towards the Issue Expenses under sub- clauses (a)(A)(i) and (a)(A)(ii) of Clause 3.2.3.2 (to the extent such amounts have not been paid by any contrary claim or instructions from any party including the Company) and Security Transaction Tax; and (B) . This provision shall be deemed to be an irrevocable instruction from the Company shall, by one or more instructions, in the form specified in Schedule VB with a copy to the BRLMs, instruct the Public Issue Account Bank to debit the Public Issue Account as per the details contained in Annexure J and ▇▇▇▇▇▇▇▇ ▇. (vi) Further, in the event of any expenses or amounts in relation to the Issue falling due to the Syndicate and the legal counsel to the Company and the BRLM after closure of the amount Public Issue Account, or to the extent that such expenses or amounts falling due to the legal counsel to the Company and the BRLM are not paid from the Public Issue Account, the Company shall promptly reimburse the legal counsel to the Company and the BRLM for any such amounts or expenses, including any claims, actions, losses, demands, interest, penalty or damages incurred in connection thereto. The Company shall, jointly and severally, pay the post-issue BRLM immediately but not later than two (2) Working Days of receipt of any intimation from such BRLM regarding any compensation and/or other amounts payable or paid by such BRLM on account of any delay in redressal of grievances in relation to unblocking of UPI Bids and/or for any other reason pursuant to and/or arising out of the payment towards same, in accordance with the March 16 Circular and other Applicable Law including any interest and/or penalty charged thereon and the amount to be so paid by the Company to any Indemnified Party shall be calculated in accordance with the March 16 Circular and/or other Applicable Law. The written instructions in accordance with Annexure J and Annexure K shall be valid instructions only if signed by any of the persons named in Annexure L and whose specimen signatures are contained herein or any other persons as may be authorized in writing from time to time by the respective Parties with intimation to the Escrow Collection Bank, the Public Issue Expenses under sub-clauses (a)(A)(iii)Account Bank, (a)(A)(iv) the Refund Bank and (a)(A)(v) of Clausethe Sponsor Bank.

Appears in 1 contract

Sources: Public Issue Account and Sponsor Bank Agreement

Completion of the Issue. 3.2.3.1. 3.2.3.1 In the event of the completion of the Issue: (a) The Escrow Collection Bank, the Public Issue Account Bank, the Refund Bank and the Sponsor Banks shall refer to the Red ▇▇▇▇▇▇▇ Prospectus for the Anchor Investor Bid/ Bidding Date, the Bid / Issue Period, Opening Date and Bid / Issue Closing Date. If the Red ▇▇▇▇▇▇▇ Prospectus does not specify the Anchor Investor Bidding Date and the Bid/ Issue Opening Date and the Bid/ Issue Closing Date, the BRLM shall, after the filing of the Red ▇▇▇▇▇▇▇ Prospectus with the RoC, prior to the Anchor Investor Bidding Date, intimate in writing in the form provided in Schedule III hereto, the Anchor Investor Bidding Date and the Bid/ Issue Opening Date and Bid/ Issue Closing Date to Escrow Collection Bank, Public Issue Account Bank, Refund Bank and the Registrar with a copy to the Company, provided that this intimation shall be provided irrespective of completion of the Issue. (b) The Registrar shall, on or prior to the Designated Date in writing writing, (ia) along with the BRLMsBRLM, intimate the Banker to the Issue in the form provided in Schedule I heretoIV A and Schedule IV B, intimate the Escrow Collection Bank, Public Issue Account Bank, the Designated Date Refund Bank and the Sponsor Banks (with a copy to the Company Company), the Designated Date, and provide the Escrow Collection Bank with the (i) written details of the Bid Amounts relating to the Anchor Investors that are to be transferred from the Cash Escrow Accounts to the Public Issue Account, (including ii) amounts, if any, paid by the Underwriters or any other person pursuant to any underwriting obligations in terms of the Underwriting Agreement) relating to Bids that have received the confirmed allocation and in respect of which the Bid Amounts are Agreement to be transferred from the Escrow Account to the Public Issue Account; , and (iiiii) the Surplus Amount, if any, to be transferred from Cash Escrow Accounts to the Refund Account, and (b) intimate the SCSBs and the Sponsor Banks in writing (in the form provided in Schedule II) (with a copy to the Company Company, and the BRLMs) of BRLM), the Designated Date, and provide the SCSBs and the Sponsor Banks with the written details of the blocked amounts that have to be unblocked and transferred from the ASBA Accounts including the accounts blocked through the UPI mechanism, as applicable, Mechanism to the Public Issue Account. The Sponsor Banks, based on the UPI Mandate Request approved by the respective UPI Bidders at the time of blocking of their respective funds, will raise the debit/ collect request from the UPI Bidders’ bank accountsrespective ASBA Account and issue necessary instructions, whereupon the funds will be transferred from the respective UPI Bidders’ accounts such ASBA Account to the Public Issue Account based on the finalized basis of allocation and the remaining funds, if any, will be unblocked without any manual intervention by the UPI Bidder or the Sponsor Banks. Further, the SCSBs will raise the debit/ collect request from the respective ASBA Account and issue necessary instructions, whereupon the funds will be transferred from such ASBA Account to the Public Issue Account and the remaining funds, if any, will be unblocked without any manual intervention by the Bidder or the SCSBs. The Refund Bank shall ensure the transfer of the Surplus Amounts to the account of the Beneficiaries and immediately upon such transfer, the Refund Bank shall intimate the BRLM and the Company. In the event such transfers are unable to be completed on the same Working Day, such instructions issued by the Registrar and the BRLM to the Escrow Collection Bank, and by the Registrar and the BRLM to the SCSBs or the Sponsor Banks (who in turn shall give instructions to SCSBs, that are UPI Bidder's banks for debit/collect requests in case of applications by UPI Mechanism), as applicable, shall be valid for the next Working Day. Immediately upon the transfer of the amounts to the Public Issue Account, the Escrow Collection Bank shall appropriately confirm the same to the Registrar and BRLM, the Company. The amounts to be transferred from the ASBA Account to the Public Issue Account by the SCSBs (including the relevant UPI Bidder's bank on raising of debit/collect request by the Sponsor Bank) represent Bids from ASBA Bidders that have received confirmed allocation in respect of the Equity Shares in the Issue. (c) In case of (i) any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism) for cancelled/ withdrawn/ deleted ASBA Forms, the Bidder shall be compensated at a uniform rate of 100 per day or its bank15% per annum of the Bid Amount, whichever is higher from the date on which the request for cancellation/ withdrawal/ deletion is placed in the Stock Exchanges bidding platform until the date on which the amounts are unblocked (ii) any blocking of multiple amounts for the same ASBA Form (for amounts blocked through the UPI Mechanism), the Bidder shall be compensated at a uniform rate 100 per day or 15% per annum of the total cumulative blocked amount except the original application amount, whichever is higher from the date on which such multiple amounts were blocked till the date of actual unblock; (iii) any blocking of amounts more than the Bid Amount, the Bidder shall be compensated at a uniform rate of 100 per day or 15% per annum of the difference in amount, whichever is higher from the date on which such excess amounts were blocked till the date of actual unblock; (iv) any delay in unblocking of non-allotted/ partially allotted Bids, exceeding four Working Days from the Bid/Issue Closing Date, the Bidder shall be compensated at a uniform rate of 100 per day or 15% per annum of the Bid Amount, whichever is higher for the entire duration of delay exceeding four Working Days from the Bid/ Issue Closing Date by the SCSB responsible for causing such delay in unblocking. The post Issue BRLM shall be liable for compensating the Bidder at a uniform rate of 100 per day or 15% per annum of the Bid Amount, whichever is higher from the date of receipt of the investor grievance until the date on which the blocked amounts are unblocked. Further, Bidders shall be entitled to compensation in the manner specified in the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 and SEBI circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023, in case of delays in resolving investor grievances in relation to blocking/unblocking of funds. Further, in terms of SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, the payment of processing fees to the SCSBs shall be undertaken pursuant to an application made by the SCSBs to the BRLM, and such application shall be made only after (i) unblocking of application amounts for each application received by the SCSB has been fully completed, and (ii) applicable compensation relating to investor complaints has been paid by the SCSB. (d) The amounts to be transferred to the Public Issue Account by the Escrow Collection Bank represent Bids from Anchor Investors that have received confirmed allocation in respect of the Equity Shares in the Issue and amounts, if any, paid by the Underwriters or any other person pursuant to their any underwriting obligations in terms of the Underwriting Agreement. The amounts to be unblocked and transferred to the Public Issue Account by the SCSBs (including the relevant UPI Bidders’ banks Bidder's bank on raising of debit/ debit/collect requests request by the Sponsor Banks) represent Bids from ASBA Bidders that have received/been received confirmed allocation in respect of the Equity Shares in the Issue. The . (e) On the Designated Date, the Escrow Collection Bank and the SCSBsSCSBs (including the UPI Bidder's bank on raising of debit/collect request by the Sponsor Bank) shall, on receipt of such details from the Registrar BRLM and the BRLMsRegistrar, or on receipt of the debit/collect request from the Sponsor Banks (in case of UPI Bidders Bidding using the UPI Mechanism), as applicablethe case may be, shall within Banking Hours on the same Working Day Day, transfer the amounts lying to the credit of the Cash Escrow Accounts or and/or blocked in the ASBA Accounts in relation to the successful Bidders Bids by Allottees to the Public Issue Account on the Designated DateAccount. The Surplus Amount, if any, Amount shall be transferred from the Escrow Account to the Refund Account on the basis upon receipt of written instructions of the Registrar and the BRLMs BRLM (with notice to the Company) in accordance with the Schedule III and procedure specified in this Agreement and the Red ▇▇▇▇▇▇▇ Prospectus, Prospectus and this Agreement. In the Prospectusevent such transfers are unable to be completed on the same Working Day, such instructions issued by the BRLM and the Registrar to the Issue to the Escrow Collection Bank and by the Registrar to the Issue to the SCSBs and the Sponsor Banks shall be valid for the next Working Day. Immediately upon the transfer of the amounts to the Public Issue Account or and the Refund Account, as applicable, the Banker to Escrow Collection Bank, the Public Issue Account Bank and the Refund Bank shall appropriately confirm the same such transfer or receipt, as applicable, to the Registrar and the BRLMs BRLM (with a copy to the Company). (cf) In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism) exceeding four Working Days from the Bid/ Issue Closing Date, the Bidder shall be compensated as per SEBI guidelines for the entire duration of delay exceeding four Working Days from the Bid/ Issue Closing Date by the intermediary responsible for causing such delay in unblocking. The Book Running Lead Managers shallThereupon, in their sole discretion, identify and fix the liability on such intermediary or entity (the “Relevant Intermediary”) responsible for such failure or delay in unblocking, and such Relevant Intermediary will be liable to pay compensation to the investor in accordance with the SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, read with SEBI Circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022. It is hereby clarified that the Members of the Syndicate shall not be liable in any manner whatsoever for any failure or delay on the part of such Relevant Intermediary (as determined by the Book Running Lead Managers, in their sole discretion) to discharge its obligation to compensate the investor for the delay in unblocking of amount, as stated above. All payments towards processing fee or selling commission shall be released only after ascertaining that there are no pending complaints pertaining to block/unblock of Bids and upon receipt of confirmation on completion of unblocks from each of the Sponsor Banks, SCSBs and the Registrar as specified under the circular dated March 16, 2021. An application for the release of processing fees shall be made in accordance with the format prescribed as per Annexure 1 of the SEBI Circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022. (d) In relation to amounts lying to the credit of the Public Issue Account, the Bidders or the Underwriters shall have no beneficial interest therein save as provided in Section 40 of the Companies Act, 2013. For the avoidance of doubt, it is clarified that the Bidders (or the Underwriters shall continue any other person pursuant to be beneficiaries in relation to the Surplus Amount, if any, and subject to Clause 3.2.3.2 and receipt of the final listing and trading approvals and Allotment, the Company shall be the beneficiary in respect of the monies transferred to the Public Issue Account. Further, it is hereby clarified that until the receipt of final listing and trading approvals from both the Stock Exchanges, the Public Issue Account Bank shall not transfer the monies due to the Company, net of Issue Expenses from the Public Issue Account to the Company’s bank accounts, prior to receiving written instructions from the Company and the BRLMs, in accordance with Clause 3.2.3.2. (e) The Registrar shall, within two (2) Working Days from the Bid/Issue Closing Date, in writing in the prescribed form (specified in Schedule V heretoany underwriting obligation), intimate the Company and the BRLMs, the aggregate amount of commission payable to the SCSBs, Sponsor Banks, Registered Brokers, the RTAs and the CDPs as calculated by the Registrar. For the avoidance of doubt, the quantum of commission payable to the Registered Brokers, the RTAs and the CDPs shall be determined on the basis of such Bid cum Application Forms procured by them and which are eligible for Allotment and the payment of commission to the Registered Brokers will be made by the Stock Exchanges. The Company shall ensure that the aggregate amount of commission payable to the Registered Brokers in relation to the Issue, as calculated by the Registrar to the Issue, shall be transferred by the Company, including on behalf of the to the Stock Exchanges, prior to the receipt of final listing and trading approvals. Further, the Company shall ensure commission to the RTAs and CDPs, as calculated by the Registrar, shall be paid in accordance with this Agreement, as applicable, within 30 Working Days of receipt (f) The fees payable to the Sponsor Banks for services provided in terms of this Agreement shall be as per the commercial arrangement agreed between Company and Sponsor Banks per block created (excluding applicable taxes) using the UPI Mechanism. The Company will make the payment only to the Sponsor Banks, which in turn shall make the requisite payments to the NPCI and the SCSBs where the accounts of the Bidders, linked to their UPI ID, are held. (g) Notwithstanding anything stated in this Agreement, the Company hereby acknowledges and agrees that it shall take all necessary action to ensure that the Issue Expenses shall be paid to the respective intermediaries (such expenses shall be paid by the Company within 30 Working Days post the date of receipt of the final invoice from the respective intermediaries by the Company in accordance with the arrangements/ agreements with the relevant intermediary. (h) Notwithstanding anything stated in this Agreement, the Company hereby agrees that they shall take all necessary actions to ensure that the Issue Expenses shall be paid to the members of the Syndicate and to the legal counsels from the Public Issue Account upon receipt of the final listing and trading approvals from the Stock Exchanges in accordance with the provisions of this Agreement, the Engagement Letter, the Issue Agreement, the Syndicate Agreement and the Underwriting Agreement. (i) The BRLMs are hereby severally authorized to take such action in accordance with the terms of this Agreement as may be necessary in connection with the transfer of amounts from the Escrow Accounts to the Public Issue Account and the Refund Account, as applicable. 3.2.3.2. Notwithstanding anything stated in this Agreement, in respect of the amounts lying to the credit of the Public Issue Account, the following specific provisions shall be applicable: (a) The Public Issue Account Bank, upon instructions from the Company agree to retain not less than such amounts as may have been estimated towards Issue related expenses and as will be disclosed in the Prospectus towards Issue Expenses, including, without limitation: (A) (i) fees, advisory fees, incentives, commissions, brokerage and out of pocket expenses (fixed and variable) payable to the Members of the Syndicate in terms of the respective engagement letters, the Issue Agreement, the Syndicate Agreement and the Underwriting Agreement (including BRLMs underwriting commission, selling commission), (ii) fees and expenses payable to the BRLMs in accordance with the Engagement Letter and the Issue Agreement; (iii) fees and expenses payable to the legal counsels to the Company, and the BRLMs; (iv) fees payable as follows: processing fees and bidding charges for the Members of the Syndicate, SCSBs, Registered Brokers, Collecting Depository Participants, RTAs, Sponsor Banks as mentioned in the Syndicate Agreement; and (v) and any other expenses in connection with the Issue, including bidding charges, advertising and marketing expenses for the Issue, other expenses, listing fees, SEBI filing fees, BSE & NSE processing fees, book building software fees, other regulatory expenses, printing and stationery expenses, fees payable to other advisors to the Issue, and miscellaneous expenses (collectively referred to as the “Issue Expenses”), for onward depositing by the post-Issue BRLM (on behalf of the BRLMs) to the Indian revenue authorities, at such rate as may be prescribed under Applicable Law, the amount of which shall be confirmed by a certificate in writing provided by a reputable chartered accountant appointed by the Company, until such time and subsequent to receipt of final listing and trading approvals from Stock Exchanges; (a) as the BRLMs instruct the Public Issue Account Bank, in the form specified in Schedule VA with respect to (A)(i) and (A)(ii) above, with a copy to the Company; and (b) the Company and BRLMs instructs the Public Issue Account Bank, in the form specified in Schedule VB with respect to (A)(iii), (A)(iv) and (A)(v) above. It is clarified that the CA Tax Certificate shall be provided to the BRLMs immediately upon Allotment, and prior to receipt of listing and trading approvals for the Equity Shares on the Stock Exchanges. Notwithstanding anything to the contrary in this Agreement, each of the Parties hereby agrees that the BRLMs will not have any responsibility, obligation or liability whatsoever, directly or indirectly, with regard to Withholding Amounts. The Company agrees that the BRLMs shall not be liable in any manner whatsoever to the Company for any failure or delay in collection, payment or deposit of the whole or any part of any amount due as tax deducted at source in relation to the Issue. (b) On the receipt of final listing and trading approvals from the Stock Exchanges and the CA Tax Certificate, (A) the BRLMs shall, by one or more instructions, in the form specified in Schedule VA with a copy to the Company instruct the Public Issue Account Bank of the amount of the payment towards the Issue Expenses under sub- clauses (a)(A)(i) and (a)(A)(ii) of Clause 3.2.3.2 (to the extent such amounts have not been paid by the Company) and Security Transaction Tax; and (B) the Company shall, by one or more instructions, in the form specified in Schedule VB with a copy to the BRLMs, instruct the Public Issue Account Bank of the amount of the payment towards the Issue Expenses under sub-clauses (a)(A)(iii), (a)(A)(iv) and (a)(A)(v) of Clausecase may

Appears in 1 contract

Sources: Cash Escrow and Sponsor Bank Agreement

Completion of the Issue. 3.2.3.1. 3.2.4.1 In the event of the completion of the Issue: (a) a. The Escrow Collection Bank, the Public Issue Account Bank, the Refund Bank and the Sponsor Banks shall refer to the Red ▇▇▇▇▇▇▇ Prospectus for the Anchor Investor Bid/ Issue PeriodBidding Date, the Bid/ Bid/Issue Opening Date, Bid/Issue Closing Date and on the Bid/ Issue Closing Datedate on which initiation of refunds (if any, for Anchor Investors) or unblocking of funds from ASBA Account shall take place. (b) b. The Registrar and Book Running Lead Managers shall, on or prior to the Designated Date Date, in writing (i) along with the BRLMswriting, intimate the Banker to the Issue in the form provided in Schedule I heretoIII, intimate the Designated Date and provide the Escrow Collection Bank (with a copy to the Company and provide Company), with the written details of the Bid Amounts (including relating to the Anchor Investors and amounts, if any, paid by the Underwriters or any other person pursuant to any underwriting obligations in terms of the Underwriting Agreement) relating to Bids that have received the confirmed allocation and in respect of which the Bid Amounts are Agreement to be transferred from the Escrow Account to the Public Issue Account; (ii) intimate the SCSBs and the Sponsor Banks in writing (in the form provided in Schedule II) (with a copy to the Company and the BRLMs) of the Designated Date, and provide the SCSBs and the Sponsor Banks with the written details of the blocked amounts that have to be transferred from the ASBA Accounts including the accounts blocked through the UPI mechanism, as applicable, to the Public Issue Account. The Sponsor Banks, based on the UPI Mandate Request approved by the respective UPI Bidders at the time of blocking of their respective funds, will raise the debit/ collect request from the UPI Bidders’ bank accounts, whereupon the funds will be transferred from the respective UPI Bidders’ accounts to the Public Issue Account based on the finalized basis of allocation and the remaining fundsdetails of the Surplus Amount, if any, will that are to be unblocked transferred to the UPI Bidders or its bankRefund Account from Escrow Account. The amounts to be transferred to the Public Issue Account by the Escrow Collection Bank represent Bids from Anchor Investors that have received confirmed allocation in respect of the Equity Shares in the Issue and amounts, if any, paid by the Underwriters or any other person pursuant to their any underwriting obligations in terms of the Underwriting Agreement. The amounts Registrar shall also, on or prior to the Designated Date provide the SCSBs and the Sponsor Banks (with a copy to the Book Running Lead Managers, the Company) and provide them with the written details of the Bid Amounts that have to be unblocked and transferred to the Public Issue Account by as well as Surplus Amounts that are required to be unblocked. The Sponsor Banks shall be responsible for sharing the details of Bid Amounts that have to be transferred to the Public Issue Account with the UPI Bidders’ banks. On the Designated Date, the Escrow Collection Bank, the SCSBs (including the UPI Bidders’ banks Bidder’s bank on raising of debit/ collect requests request by the Sponsor Banks) represent Bids from ASBA Bidders that have received/been confirmed allocation in respect of the Equity Shares in the Issue. The Escrow Collection Bank and the SCSBsBank), on receipt of such details from the Registrar Book Running Lead Managers and the BRLMsRegistrar, as applicablethe case may be or the Sponsor Banks (in case of UPI Bidders Bidding using the UPI Mechanism), shall within Banking Hours on the same Working Day Hours, transfer the amounts lying to the credit of the Escrow Accounts or blocked in the ASBA Accounts in relation to the successful Bids, to the Public Issue Account. The Sponsor Banks, based on the mandate approved by the respective UPI Bidders at the time of blocking of their respective funds, will raise the debit/ collect request from the UPI Bidder’s bank account, whereupon the funds will be transferred from the UPI Bidder’s account to the Public Issue Account on and the Designated Date. The Surplus Amountremaining funds, if any, will be unblocked without any manual intervention by the UPI Bidder in accordance with the UPI Circulars. The Surplus Amount shall be transferred from the Escrow Account to the Refund Account on at the basis of written instructions of the Registrar and the BRLMs Book Running Lead Managers (with notice to the Company) in accordance with the Schedule III and procedure specified in this Agreement and the Red ▇▇▇▇▇▇▇ Prospectus, Prospectus and this Agreement. The Refund Bank shall ensure the Prospectustransfer of the Surplus Amounts to the account of the Beneficiaries upon receipt of written instructions in accordance with Applicable Law and, immediately upon such transfer, the Refund Bank shall intimate the Book Running Lead Managers and the Company of such transfer. In the event such transfers are unable to be completed on the same Working Day, such instructions issued by the Registrar and Book Running Lead Managers (as the case maybe) to the Escrow Collection Bank, and by the Registrar to the SCSBs or the Sponsor Banks (who in turn shall give instructions to SCSBs, that are UPI Bidders’ banks for debit/collect requests in case of applications by UPI Mechanism), as applicable, shall be valid for the next Working Day. Immediately upon the transfer of the amounts to the Public Issue Account or the Refund Account, the Banker to the Issue Escrow Collection Bank shall appropriately confirm the same to the Registrar and the BRLMs Book Running Lead Managers (with a copy to the Company). The amounts to be transferred from the ASBA Account to the Public Issue Account by the SCSBs and Sponsor Banks represent Bids from ASBA Bidders and UPI Bidders, respectively that have received confirmed allocation in respect of the Equity Shares in the Issue. (c) In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism) exceeding four Working Days from the Bid/ Issue Closing Date, the Bidder shall be compensated as per SEBI guidelines for the entire duration of delay exceeding four Working Days from the Bid/ Issue Closing Date by the intermediary responsible for causing such delay in unblocking. The Book Running Lead Managers shallc. Thereupon, in their sole discretion, identify and fix the liability on such intermediary or entity (the “Relevant Intermediary”) responsible for such failure or delay in unblocking, and such Relevant Intermediary will be liable to pay compensation to the investor in accordance with the SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, read with SEBI Circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022. It is hereby clarified that the Members of the Syndicate shall not be liable in any manner whatsoever for any failure or delay on the part of such Relevant Intermediary (as determined by the Book Running Lead Managers, in their sole discretion) to discharge its obligation to compensate the investor for the delay in unblocking of amount, as stated above. All payments towards processing fee or selling commission shall be released only after ascertaining that there are no pending complaints pertaining to block/unblock of Bids and upon receipt of confirmation on completion of unblocks from each of the Sponsor Banks, SCSBs and the Registrar as specified under the circular dated March 16, 2021. An application for the release of processing fees shall be made in accordance with the format prescribed as per Annexure 1 of the SEBI Circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022. (d) In relation to amounts lying to the credit of the Public Issue Account, the Bidders or Underwriters (or any other person pursuant to any underwriting obligation), as the Underwriters case may be, shall have no beneficial interest therein save as provided in Section 40 of the Companies Act, 2013this Agreement or under Applicable Law. For the avoidance of doubt, it is clarified that the Bidders or Underwriters or any other person pursuant to any underwriting obligation), as the Underwriters case may be, in accordance with the Issue Agreement, shall continue to be beneficiaries Beneficiaries in relation to the Surplus Amount, if any, and subject to Clause 3.2.3.2 3.2.4.2 and upon receipt of the final listing and trading approvals and Allotmentapprovals, the Company Company, except to the extent of Issue Expenses payable out of the Issue proceeds, shall be the beneficiary Beneficiaries in respect of the monies transferred to the Public Issue Accountbalance amount. Further, it is hereby clarified that until the receipt of final listing and trading approvals from both the Stock Exchangesthat, the Public Issue Account Bank shall not transfer the monies proceeds due to the Company, net of Issue Expenses from the Public Issue Account to the Company’s bank accounts, prior to receiving written instructions from the Company and the BRLMs, in accordance with Clause 3.2.3.2. (e) The Registrar shall, within two (2) Working Days from the Bid/Issue Closing Date, in writing in the prescribed form (specified in Schedule V hereto), intimate the Company and the BRLMs, the aggregate amount of commission payable to the SCSBs, Sponsor Banks, Registered Brokers, the RTAs and the CDPs as calculated by the Registrar. For the avoidance of doubt, the quantum of commission payable to the Registered Brokers, the RTAs and the CDPs shall be determined on the basis of such Bid cum Application Forms procured by them and which are eligible for Allotment and the payment of commission to the Registered Brokers will be made by the Stock Exchangesaccount. The Company shall ensure that the aggregate amount of commission payable to the Registered Brokers in relation to the Issue, as calculated by the Registrar to the Issue, shall be transferred by the Company, including on behalf of the to the Stock Exchanges, prior to the receipt of final listing and trading approvals. Further, the Company shall ensure commission to the RTAs and CDPs, as calculated by the Registrar, shall be paid in accordance with this Agreement, as applicable, within 30 Working Days of receipt (f) The fees payable to the Sponsor Banks for services provided in terms of this Agreement shall be as per the commercial arrangement agreed between Company and Sponsor Banks per block created (excluding applicable taxes) using the UPI Mechanism. The Company will make the payment only to the Sponsor Banks, which in turn shall make the requisite payments to the NPCI and the SCSBs where the accounts of the Bidders, linked to their UPI ID, are held. (g) Notwithstanding anything stated in this Agreement, the Company hereby acknowledges and agrees that it shall take all necessary action to ensure that the Issue Expenses shall be paid to the respective intermediaries (such expenses shall be paid by the Company within 30 Working Days post the date of receipt of the final invoice from the respective intermediaries by the Company in accordance with the arrangements/ agreements with the relevant intermediary. (h) Notwithstanding anything stated in this Agreement, the Company hereby agrees that they shall take all necessary actions to ensure that the Issue Expenses shall be paid to the members of the Syndicate and to the legal counsels transfer from the Public Issue Account upon receipt of the final listing and trading approvals from the Stock Exchanges in accordance with the provisions of this Agreement, the Engagement Letter, the Issue Agreement, the Syndicate Agreement and the Underwriting Agreement. (i) The BRLMs are hereby severally authorized to take such action in accordance with the terms of this Agreement as may shall be necessary in connection with the transfer of amounts from the Escrow Accounts subject to the Public Issue Account and the Refund Account, as applicable. 3.2.3.2. Notwithstanding anything stated in this Agreement, in respect of the amounts lying to the credit of the Public Issue Account, the following specific provisions shall be applicable: (a) The Public Issue Account Bank, upon Bank receiving written instructions from the Company agree to retain not less than such amounts as may have been estimated towards Issue related expenses and as will be disclosed in the Prospectus towards Issue Expenses, including, without limitation: (A) (i) fees, advisory fees, incentives, commissions, brokerage and out of pocket expenses (fixed and variable) payable to the Members of the Syndicate in terms of the respective engagement letters, the Issue Agreement, the Syndicate Agreement and the Underwriting Agreement (including BRLMs underwriting commission, selling commission), (ii) fees and expenses payable to the BRLMs in accordance with the Engagement Letter and the Issue Agreement; (iii) fees and expenses payable to the legal counsels to the Company, and the BRLMs; (iv) fees payable as follows: processing fees and bidding charges for the Members of the Syndicate, SCSBs, Registered Brokers, Collecting Depository Participants, RTAs, Sponsor Banks as mentioned in the Syndicate Agreement; and (v) and any other expenses in connection with the Issue, including bidding charges, advertising and marketing expenses for the Issue, other expenses, listing fees, SEBI filing fees, BSE & NSE processing fees, book building software fees, other regulatory expenses, printing and stationery expenses, fees payable to other advisors to the Issue, and miscellaneous expenses (collectively referred to as the “Issue Expenses”), for onward depositing by the post-Issue BRLM (on behalf of the BRLMs) to the Indian revenue authorities, at such rate as may be prescribed under Applicable Law, the amount of which shall be confirmed by a certificate in writing provided by a reputable chartered accountant appointed by the Company, until such time and subsequent to receipt of final listing and trading approvals from Stock Exchanges; (a) as the BRLMs instruct the Public Issue Account Bank, in the form specified in Schedule VA with respect to (A)(i) and (A)(ii) above, with a copy to the Company; and (b) the Company and BRLMs instructs the Public Issue Account Bank, in the form specified in Schedule VB with respect to (A)(iii), (A)(iv) and (A)(v) above. It is clarified that the CA Tax Certificate shall be provided to the BRLMs immediately upon Allotment, and prior to receipt of listing and trading approvals for the Equity Shares on the Stock Exchanges. Notwithstanding anything to the contrary in this Agreement, each of the Parties hereby agrees that the BRLMs will not have any responsibility, obligation or liability whatsoever, directly or indirectly, with regard to Withholding Amounts. The Company agrees that the BRLMs shall not be liable in any manner whatsoever to the Company for any failure or delay in collection, payment or deposit of the whole or any part of any amount due as tax deducted at source in relation to the Issue. (b) On the receipt of final listing and trading approvals from the Stock Exchanges and the CA Tax Certificate, (A) the BRLMs shall, by one or more instructions, in the form specified in Schedule VA with a copy to the Company instruct the Public Issue Account Bank of the amount of the payment towards the Issue Expenses under sub- clauses (a)(A)(i) and (a)(A)(ii) of Clause 3.2.3.2 (to the extent such amounts have not been paid by the Company) and Security Transaction Tax; and (B) the Company shall, by one or more instructions, in the form specified in Schedule VB with a copy to the BRLMs, instruct the Public Issue Account Bank of the amount of the payment towards the Issue Expenses under sub-clauses (a)(A)(iii), (a)(A)(iv) and (a)(A)(v) of Clausefrom

Appears in 1 contract

Sources: Cash Escrow and Sponsor Bank Agreement

Completion of the Issue. 3.2.3.1. In the event of the completion of the Issue: (a) The Escrow Collection Bank, the Public Issue Account Bank, the Refund Bank and the Sponsor Banks shall refer to If the Red ▇▇▇▇▇▇▇ Prospectus for does not specify the Anchor Investor Bid/ Issue Period, the BRLM shall, after filing the Red ▇▇▇▇▇▇▇ Prospectus with the RoC and prior to the Anchor Investor Bid/ Issue Period, and upon receipt of such information from the Company intimate in writing (in the form specified in Annexure F) the Anchor Investor Bid/ Issue Period, the Bid/ Issue Opening Date and the Bid/ Issue Closing DateDate to the Escrow Collection Bank, the Public Issue Account Bank, the Refund Bank, the Sponsor Bank and the Registrar to the Issue (with a copy to the Company). (b) 3.2.3.2. The Registrar to the Issue, shall, on or prior to the Designated Date Date, in writing writing, (ia) along with the BRLMsBRLM, intimate the Banker to the Issue in the form provided in Schedule I hereto, the Designated Date Escrow Collection Bank (with a copy to the Company Company), the Designated Date and provide the Escrow Collection Bank with (i) the written details of the Bid Amounts (including amounts, if any, paid by the Underwriters or any other person pursuant to any underwriting obligations in terms of the Underwriting Agreement) relating to Bids amounts that have received the confirmed allocation and in respect of which the Bid Amounts are to be transferred from the Escrow Account Accounts to the Public Issue Account; and (ii) the details of the Surplus Amount, if any, that are to be transferred from Escrow Accounts to the Refund Account, in the form specified in Annexure G; and (b) intimate the SCSBs and the Sponsor Banks in writing (in the form provided in Schedule II) Bank (with a copy to the Company and BRLM, the BRLMsCompany) of (in the form specified in Annexure H), the Designated Date, and provide the SCSBs and the Sponsor Banks Bank with the written details of the blocked amounts that have are required to be unblocked and transferred from the ASBA Accounts including the accounts blocked through the UPI mechanism, as applicable, to the Public Issue Account. The Sponsor BanksBank, based on the UPI Mandate Request approved by the respective UPI Retail Individual Bidders at the time of blocking of their respective funds, will raise the debit/ debit/collect request from the UPI Bidders’ bank accountsrespective ASBA Account and issue necessary instructions, whereupon the funds will be transferred from the respective UPI Bidders’ accounts ASBA Account to the Public Issue Account based on the finalized basis of allocation and the remaining funds, if any, will be unblocked to without any manual intervention by the UPI Bidders or its bankRetail Individual Bidder. The amounts to be transferred to the Public Issue Account by the Escrow Collection Bank represent Bids from Anchor Investors that have received confirmed allocation in respect of the Equity Shares in the Issue and amounts, if any, paid by the Underwriters Underwriter or any other person pursuant to their any underwriting obligations in terms of the Underwriting Agreement. The amounts to be unblocked and transferred to the Public Issue Account by the SCSBs (including the UPI Bidders’ banks on raising of debit/ collect requests by the Sponsor Banks) represent Bids from ASBA Bidders Bidders, including Bids received through the UPI Mechanism, that have received/been received confirmed allocation in respect of the Equity Shares in the Issue. 3.2.3.3. The On the Designated Date, the Escrow Collection Bank, the Sponsor Bank (in case of Retail Individual Bidders using the UPI Mechanism) and the SCSBs, on receipt of such details from the Registrar and the BRLMsunder Clause 3.2.3.2, as applicableshall, shall within Banking Hours on the same Working Day Day, transfer the amounts lying to the credit of the Escrow Accounts or and/or blocked in the ASBA Accounts in relation to the successful Bidders Bids to the Public Issue Account on the Designated Date. The Surplus Amount, if any, shall be transferred from Account; and the Escrow Account Collection Bank shall transfer the Surplus Amount to the Refund Account Account. In the event such transfers are unable to be completed on the basis of written same Working Day, such instructions of issued by the BRLM and the Registrar to the Issue to the Escrow Collection Bank and by the Registrar to the Issue to the SCSBs and the BRLMs (with notice to Sponsor Bank shall be valid for the Company) in accordance with the Schedule III and procedure specified in this Agreement and the Red ▇▇▇▇▇▇▇ Prospectus and the Prospectusnext Working Day. 3.2.3.4. Immediately upon the transfer of the amounts to the Public Issue Account or and the Refund Account, as applicable, the Banker Escrow Collection Bank, the Sponsor Bank and the SCSBs shall appropriately confirm transfer of such amounts and the Public Issue Account Bank and Refund Bank shall confirm receipt of such amounts to the Registrar to the Issue shall appropriately confirm the same to the Registrar and the BRLMs BRLM (with a copy to the Company). (c) In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism) exceeding four Working Days from the Bid/ Issue Closing Date, the Bidder shall be compensated as per SEBI guidelines for the entire duration of delay exceeding four Working Days from the Bid/ Issue Closing Date by the intermediary responsible for causing such delay in unblocking. The Book Running Lead Managers shallThereupon, in their sole discretion, identify and fix the liability on such intermediary or entity (the “Relevant Intermediary”) responsible for such failure or delay in unblocking, and such Relevant Intermediary will be liable to pay compensation to the investor in accordance with the SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, read with SEBI Circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022. It is hereby clarified that the Members of the Syndicate shall not be liable in any manner whatsoever for any failure or delay on the part of such Relevant Intermediary (as determined by the Book Running Lead Managers, in their sole discretion) to discharge its obligation to compensate the investor for the delay in unblocking of amount, as stated above. All payments towards processing fee or selling commission shall be released only after ascertaining that there are no pending complaints pertaining to block/unblock of Bids and upon receipt of confirmation on completion of unblocks from each of the Sponsor Banks, SCSBs and the Registrar as specified under the circular dated March 16, 2021. An application for the release of processing fees shall be made in accordance with the format prescribed as per Annexure 1 of the SEBI Circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022. (d) In relation to such amounts lying transferred to the credit of the Public Issue AccountAccount Bank, the Bidders or the Underwriters Underwriter (or any other person pursuant to any underwriting obligation), as the case may be, shall have no beneficial interest therein save as provided in Section 40 of the Companies Act, 2013under Applicable Law. For the avoidance of doubt, it is clarified that the Bidders or the Underwriters Underwriter or any other person, as the case may be, shall continue to be beneficiaries the Beneficiaries in relation to the any Surplus Amount, if any, Amount and subject to Clause 3.2.3.2 and receipt of the final listing and trading approvals and Allotmentapprovals, the Company shall be the beneficiary Beneficiary in respect of their respective portions of the monies balance amount. In relation to the Surplus Amount transferred to the Refund Bank by the Escrow Collection Bank, the Refund Bank shall ensure the transfer of the Surplus Amount to the account of the Beneficiaries and immediately upon such transfer, the Refund Bank shall intimate the BRLM and the Company of such transfer. 3.2.3.5. The BRLM is hereby authorized to take such action in accordance with the terms of this Agreement in connection with the transfer of amounts from the Escrow Accounts to the Public Issue Account and the Refund Account, as applicable. 3.2.3.6. Further, it It is hereby clarified that until the receipt of final listing and trading approvals from both the Stock ExchangesExchange, the Public Issue Account Bank shall not transfer the any monies due to the Company, net of Issue Expenses from the Public Issue Account to the Company’s bank accounts, accounts of the Company prior to receiving receipt of written instructions from the Company and the BRLMs, BRLM in accordance with Clause 3.2.3.23.2.3.9(iv) below. (e) 3.2.3.7. Notwithstanding anything stated in this Agreement, the Company hereby severally agree that they shall take all necessary actions to ensure that the amount representing the lead management fees, advisory fees, commissions, brokerage, incentives and expenses payable by the Company under the Issue Agreement or any other agreement entered into in connection with the Issue shall be paid immediately upon receipt of the final listing and trading approvals from the Stock Exchange in accordance with Clause 3.2.3.9 of this Agreement. 3.2.3.8. The Registrar to the Issue shall, within two (2) Working Days from the Bid/Issue Closing Date, in writing (in the prescribed form (specified in Schedule V Annexure I hereto), intimate the Company and BRLM (with a copy to the BRLMsCompany), the aggregate amount of commission payable to the SCSBs, Sponsor Banks, Registered Brokers, the RTAs and the CDPs as calculated by the RegistrarRegistrar to the Issue. For the avoidance of doubt, the quantum of commission payable to the SCSBs, Registered Brokers, the RTAs and the CDPs shall be determined on the basis of such Bid cum Application Forms procured by them and which are eligible for Allotment and the payment of commission to the Registered Brokers will be made by the Stock ExchangesExchange. The Company will make the payment only to the Sponsor Bank, which in turn shall make the requisite payments to the NPCI where the accounts of the Bidders, linked to their UPI ID, are held and such other parties as required in connection with the performance of the Sponsor Bank’s duties under the SEBI Regulation and other Applicable Law. The Company shall ensure that the aggregate amount of commission payable to the Registered Brokers in relation to the Issue, as calculated by the Registrar to the Issue, shall be transferred by the Company, including on behalf of the from their own account to the Stock Exchanges, Exchange prior to the receipt of final listing and trading approvals. Further, the Company shall ensure commission to the RTAs and CDPs, as calculated by the RegistrarRegistrar to the Issue, shall be paid in accordance with this Agreement, as applicable, Agreement within 30 Working Days of receipt receipt of invoices from the respective RTAs and CDPs, as the case may be. The Company shall also ensure that (fa) The the aggregate amount of commission and processing fees payable to the SCSBs and the Sponsor Banks for services provided in terms of this Agreement shall be as per the commercial arrangement agreed between Company and Sponsor Banks per block created Bank; (excluding applicable taxesb) using the UPI Mechanism. The Company will make the payment only any amounts payable to the Sponsor Banks, which in turn shall make Depositories and the requisite payments Registrar to the NPCI Issue; and the SCSBs where the accounts of the Bidders, linked to their UPI ID, are held. (gc) Notwithstanding anything stated in this Agreement, the Company hereby acknowledges and agrees that it shall take all necessary action to ensure that the Issue Expenses shall be paid to the respective intermediaries (such any other expenses shall be paid by the Company within 30 Working Days post the date of receipt of the final invoice from the respective intermediaries by the Company in accordance with the arrangements/ agreements with the relevant intermediary. (h) Notwithstanding anything stated in this Agreement, the Company hereby agrees that they shall take all necessary actions to ensure that the Issue Expenses shall be paid to the members of the Syndicate and to the legal counsels from the Public Issue Account upon receipt of the final listing and trading approvals from the Stock Exchanges in accordance with the provisions of this Agreement, the Engagement Letter, the Issue Agreement, the Syndicate Agreement and the Underwriting Agreement. (i) The BRLMs are hereby severally authorized to take such action in accordance with the terms of this Agreement as may be necessary in connection with the transfer of amounts Issue including roadshow expenses, advertisement and media expenses shall be made at the relevant time from the Escrow Accounts Company’s account. Such amounts shall be adjusted against the amounts to be transferred to the Public Issue Account and the Refund Account, as applicableCompany pursuant to Clause 3.2.3.9(iv) below. 3.2.3.23.2.3.9. Notwithstanding anything stated in this Agreement, in respect of the amounts lying to the credit of the Public Issue Account, the following specific provisions shall be applicable: (ai) The Public Issue Account Bank, upon instructions from Each of the Company agree to retain not less than such amounts as may have been that out of the amount of the total estimated towards Issue related expenses and as will be disclosed in the Prospectus towards under the section “Objects of the Issue” the following shall be retained in the Public Issue Expenses, including, without limitationAccount: (A) (i) book running lead management fees, advisory fees, incentives, commissions, brokerage and out of pocket expenses (fixed and variable) payable to the Members members of the Syndicate in terms of under the respective engagement letters, if any, the Issue Agreement, the Syndicate Agreement and the Underwriting Agreement (including BRLMs underwriting commissionwhen executed) (the “Estimated Issue Expenses”). Other than the listing fees, selling commission)which will be borne solely by the Company, (ii) all costs, charges, fees and expenses payable to the BRLMs in accordance that are associated with the Engagement Letter and the Issue Agreement; (iii) fees and expenses payable to the legal counsels to the Company, and the BRLMs; (iv) fees payable as follows: processing fees and bidding charges for the Members of the Syndicate, SCSBs, Registered Brokers, Collecting Depository Participants, RTAs, Sponsor Banks as mentioned in the Syndicate Agreement; and (v) and any other expenses incurred in connection with the IssueIssue including, including bidding chargesinter-alia, advertising and marketing expenses for the Issue, other expenses, listing fees, SEBI filing fees, BSE & NSE processing fees, book building software feesfees and other charges, fees and expenses of the SEBI, the Stock Exchange, the Registrar of Companies and any other regulatory Governmental Authority, advertising, printing, road show expenses, printing accommodation and stationery travel expenses, fees payable and expenses of the legal counsel to the Company and the legal counsel to the BRLM, fees and expenses of the statutory auditors, registrar fees and broker fees (including fees for procuring of applications), bank charges, fees and expenses of the BRLM, syndicate members, Self-Certified Syndicate Banks, other advisors Designated Intermediaries and any other consultant, advisor or third party in connection with the Issue shall be borne by the Company in proportion to the number of Equity Shares issued and/or transferred by each of the Company in the Issue, and miscellaneous expenses respectively. (collectively referred to as the “Issue Expenses”), for onward depositing by the post-Issue ii) The BRLM shall (on behalf of the BRLMs) to the Indian revenue authorities, at such rate as may be prescribed under Applicable Law, the amount of which shall be confirmed by a certificate in writing provided by a reputable chartered accountant appointed by the Company, until such time and subsequent to receipt of final listing and trading approvals from Stock Exchanges; (a) as the BRLMs instruct the Public Issue Account Bank, in the form specified in Schedule VA with respect to (A)(i) and (A)(ii) above, with a copy to the Company; and (b) the Company and BRLMs instructs the Public Issue Account Bank, in the form specified in Schedule VB with respect to (A)(iii), (A)(iv) and (A)(v) above. It is clarified that the CA Tax Certificate shall be provided to the BRLMs immediately upon Allotment, and prior to receipt of listing and trading approvals for the Equity Shares on the Stock Exchanges. Notwithstanding anything to the contrary in this Agreement, each of the Parties hereby agrees that the BRLMs will not have any responsibility, obligation or liability whatsoever, directly or indirectly, with regard to Withholding Amounts. The Company agrees that the BRLMs shall not be liable in any manner whatsoever to the Company for any failure or delay in collection, payment or deposit of the whole or any part of any amount due as tax deducted at source in relation to the Issue. (b) On following the receipt of the final listing and trading approvals from the Stock Exchanges Exchange and provide the CA Tax Certificate, Public Issue Account Bank (A) the BRLMs shall, by one or more instructions, in the form specified in Schedule VA Annexure J), one or more instructions stating details of the amounts to be paid towards Estimated Issue Expenses. The Public Issue Account Bank shall, on the same day of the receipt of such instruction from the BRLM (which shall be provided within Banking Hours), remit such funds to the relevant accounts. (iii) At least two (2) Working Days prior to the date of Bid/Issue Closing Date, the Company shall inform the BRLM of the details of its bank account, to which net proceeds from the Issue to which the Company is entitled to, are to be transferred, being the balance amount lying in the Public Issue Account after deducting the aggregate amount of the Estimated Issue Expenses and the Applicable Tax, payable by the Company as applicable, (subject to Clause 3.2.3.7 above). (iv) Upon the receipt of final listing and trading approvals, the BRLM shall, during Banking Hours, provide the Public Issue Account Bank (with a copy to the Company) (in form specified in Annexure K), instructions stating the amount to be transferred from the Public Issue Account to the respective bank accounts of each of the Company; and the Public issue account bank shall, on the same day of the receipt of such instruction from the BRLM, remit the respective amounts. Notwithstanding anything stated in this Agreement, the Company, hereby acknowledges and agrees that it shall take all necessary action to ensure that the Issue Expenses shall be paid to the respective intermediaries immediately upon receipt of the final invoice from the respective intermediaries by the Company instruct in accordance with the arrangements/agreements with the relevant intermediary. (v) The instructions in the form of Annexure J and Annexure K issued by the BRLM shall be binding on the Public Issue Account Bank irrespective of the amount of the payment towards the Issue Expenses under sub- clauses (a)(A)(i) and (a)(A)(ii) of Clause 3.2.3.2 (to the extent such amounts have not been paid by any contrary claim or instructions from any party including the Company) and Security Transaction Tax; and (B) . This provision shall be deemed to be an irrevocable instruction from the Company shall, by one or more instructions, in the form specified in Schedule VB with a copy to the BRLMs, instruct the Public Issue Account Bank to debit the Public Issue Account as per the details contained in Annexure J and ▇▇▇▇▇▇▇▇ ▇. (vi) Further, in the event of any expenses or amounts in relation to the Issue falling due to the Syndicate and the legal counsel to the Company and the BRLM after closure of the amount of Public Issue Account, or to the payment towards extent that such expenses or amounts falling due to the legal counsel to the Company and the BRLM are not paid from the Public Issue Expenses under subAccount, the Company shall promptly reimburse the legal counsel to the Company and the BRLM for any such amounts or expenses, including any claims, actions, losses, demands, interest, penalty or damages incurred in connection thereto. The Company shall, jointly and severally, pay the post-clauses (a)(A)(iii), (a)(A)(iv) and (a)(A)(v) of Clauseissue BRLM immediately but not later than two

Appears in 1 contract

Sources: Public Issue Account and Sponsor Bank Agreement

Completion of the Issue. 3.2.3.1. 3.1.8.1 In the event of the completion of the Issue: (a) The Registrar shall, on or prior to the Designated Date in writing, (a) along with the BRLMs, in the form provided in Schedule IV A, intimate the Escrow Collection Bank, the Public Issue Account Bank, the Refund Bank and the Sponsor Banks shall refer to the Red ▇▇▇▇▇▇▇ Prospectus for the Anchor Investor Bid/ Issue Period, the Bid/ Issue Opening Date and the Bid/ Issue Closing Date. (b) The Registrar shall, on or prior to the Designated Date in writing (i) along with the BRLMs, intimate the Banker to the Issue in the form provided in Schedule I hereto, the Designated Date (with a copy to the Company Bank), the Designated Date, and provide the Escrow Collection Bank with the (i) written details of the Bid Amounts relating to the Anchor Investors that are to be transferred from the Escrow Accounts to the Public Issue Account, (including ii) amounts, if any, paid by the Underwriters or any other person pursuant to any underwriting obligations in terms of the Underwriting Agreement) relating to Bids that have received the confirmed allocation and in respect of which the Bid Amounts are Agreement to be transferred from the Escrow Account to the Public Issue Account; , and (iiiii) the Surplus Amount, if any, to be transferred from Escrow Accounts to the Refund Account, and (b) intimate the SCSBs and the Sponsor Banks in writing (with a copy to the Bank and the BRLMs), in the form provided in Schedule II) (with a copy to the Company and the BRLMs) of IV B, the Designated Date, and provide the SCSBs and the Sponsor Banks with the written details of the blocked amounts that have to be unblocked and transferred from the ASBA Accounts Accounts, including the accounts blocked through the UPI mechanismMechanism, to the Public Issue Account, including Surplus Amounts. On the Designated Date, the Escrow Collection Bank, the SCSBs (including the UPI Bidder’s bank on raising of debit/ collect request by the Sponsor Bank), on receipt of such details from the BRLMs and the Registrar, as applicablethe case may be or the Sponsor Banks (in case of UPI Bidders Bidding using the UPI Mechanism), within Banking Hours, transfer the amounts lying to the credit of the Escrow Accounts or blocked in the ASBA Accounts in relation to the successful Bids, to the Public Issue Account. The Sponsor Banks, based on the UPI Mandate Request approved by the respective UPI Bidders at the time of blocking of their respective funds, will raise the debit/ collect request from the UPI Bidders’ bank accountsrespective ASBA Account and issue necessary instructions, whereupon the funds will be transferred from the respective UPI Bidders’ accounts such ASBA Account to the Public Issue Account based on the finalized basis of allocation and the remaining funds, if any, will be unblocked to without any manual intervention by the UPI Bidders Bidder or its bankthe Sponsor Banks, in accordance with applicable UPI Circulars. The amounts to Further, the SCSBs will raise the debit/ collect request from the respective ASBA Account and issue necessary instructions, whereupon the funds will be transferred from such ASBA Account to the Public Issue Account by and the Escrow Collection Bank represent Bids from Anchor Investors that have received confirmed allocation in respect of the Equity Shares in the Issue and amountsremaining funds, if any, paid will be unblocked without any manual intervention by the Underwriters Bidder or any other person pursuant to their underwriting obligations in terms of the Underwriting Agreement. The amounts to be unblocked and transferred to the Public Issue Account by the SCSBs (including the UPI Bidders’ banks on raising of debit/ collect requests by the Sponsor Banks) represent Bids from ASBA Bidders that have received/been confirmed allocation in respect of the Equity Shares in the Issue. The Escrow Collection Bank and the SCSBs, on receipt of such details from the Registrar and the BRLMs, as applicable, shall within Banking Hours on the same Working Day transfer the amounts lying to the credit of the Escrow Accounts or blocked in the ASBA Accounts in relation to the successful Bidders to the Public Issue Account on the Designated Date. The Surplus Amount, if any, Amount shall be transferred from the Escrow Account to the Refund Account on at the basis of written instructions of the Registrar and the BRLMs (with notice to the CompanyBank) in accordance with the Schedule III and procedure specified in this Agreement and the Red ▇▇▇▇▇▇▇ Prospectus, Prospectus and this Agreement. The Refund Bank shall ensure the Prospectustransfer of the Surplus Amounts to the account of the Beneficiaries and immediately upon such transfer, the Refund Bank shall intimate the BRLMs, and the Bank of such transfer. In the event such transfers are unable to be completed on the same Working Day, such instructions issued by the Registrar and the BRLMs to the Escrow Collection Bank, and by the Registrar and the BRLMs to the SCSBs or the Sponsor Banks (who in turn shall give instructions to SCSBs, that are UPI Bidder’s banks for debit/collect requests in case of applications by UPI Mechanism), as applicable, shall be valid for the next Working Day. Immediately upon the transfer of the amounts to the Public Issue Account or the Refund Account, the Banker to the Issue Escrow Collection Bank shall appropriately confirm the same to the Registrar and BRLMs, and the BRLMs (with a copy to the Company)Bank. (cb) In Notwithstanding the completion of the Issue, in case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism) exceeding four 4 (four) Working Days from the Bid/ Issue Closing Date, the Bidder shall be compensated as at a uniform rate of ₹ 100 per SEBI guidelines day for the entire duration of delay exceeding four 4 (four) Working Days from the Bid/ Issue Closing Date by the intermediary responsible for causing such delay in unblocking. The Book Running Lead Managers shall, in their sole discretion, identify and fix the liability on such intermediary or entity (the “Relevant Intermediary”) responsible for such failure or delay in unblocking, and such Relevant Intermediary will be liable to pay compensation . In addition to the investor in accordance with above, by way of the SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021Refund Circulars, read with the March 31 2021 Circular, SEBI Circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022has put in place measures to have a uniform policy and to further streamline the reconciliation process among intermediaries and to provide a mechanism of compensation to investors. It is hereby clarified that the Members of the Syndicate shall not be liable in any manner whatsoever for any failure or delay on the part of such Relevant Intermediary (as determined by the Book Running Lead Managers, in their sole discretion) to discharge its obligation to compensate the investor for the delay in unblocking of amount, as stated above. (c) The amounts to be transferred to the Public Issue Account by the Escrow Collection Bank represent Bids from Anchor Investors that have received confirmed allocation in respect of the Equity Shares in the Issue and amounts, if any, paid by the Underwriters pursuant to any underwriting obligations in terms of the Underwriting Agreement. All payments towards processing fee or selling commission shall The amounts to be released only after ascertaining that there are no pending complaints pertaining unblocked and transferred to blockthe Public Issue Account by the SCSBs (including the relevant UPI Bidder’s bank on raising of debit/unblock of Bids and upon receipt of confirmation on completion of unblocks from each of collect request by the Sponsor Banks, SCSBs and the Registrar as specified under the circular dated March 16, 2021. An application for the release of processing fees shall be made ) represent Bids from ASBA Bidders that have received confirmed allocation in accordance with the format prescribed as per Annexure 1 respect of the SEBI Circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022Equity Shares in the Issue. (d) In On the Designated Date, the Escrow Collection Bank and the SCSBs (including the UPI Bidder’s bank on raising of debit/collect request by the Sponsor Banks shall, on receipt of such details from the BRLMs and the Registrar, or on receipt of the debit/collect request from the Sponsor Banks (in case of UPI Bidders Bidding using the UPI Mechanism), as the case may be, within Banking Hours on the same Working Day, transfer the amounts lying to the credit of the Escrow Accounts and/or blocked in the ASBA Accounts in relation to the successful Bids by Allottees to the Public Issue Account. The Surplus Amount shall be transferred to the Refund Account upon receipt of written instructions of the Registrar and the BRLMs in the form provided in Schedule VIII (with notice to the Bank) in accordance with the procedure specified in the Red ▇▇▇▇▇▇▇ Prospectus, Prospectus and this Agreement. Immediately upon the transfer of the amounts to the Public Issue Account and the Refund Bank, the Escrow Collection Bank, the Public Issue Account Bank and the Refund Bank shall appropriately confirm such transfer or receipt, as applicable, to the Registrar and BRLMs (with a copy to the Bank). (e) Thereupon, in relation to amounts lying to the credit of the Public Issue Account, the Bidders or Underwriters, as the Underwriters case may be, shall have no beneficial interest therein save as provided in Section 40 of the Companies Act, 2013this Agreement or under Applicable Law. For the avoidance of doubt, it is clarified that the Bidders or the Underwriters Underwriters, shall continue to be beneficiaries Beneficiaries in relation to the Surplus Amount, if any, and subject to Clause 3.2.3.2 3. 1.7.1 and upon receipt of the final listing and trading approvals and Allotmentapprovals, the Company shall Bank, except to the extent of Issue Expenses payable out of the Issue proceeds, be the beneficiary Beneficiary in respect of the monies transferred balance amount to the Public Issue Accountextent of Equity Shares Allotted pursuant to the Issue. Further, it is hereby clarified that until the receipt of final listing and trading approvals from both the Stock Exchanges, the Public Issue Account Bank shall not transfer the monies due to the CompanyBank, net of the Issue Expenses as applicable from the Public Issue Account to the CompanyBank’s bank accounts, prior account. The transfer from the Public Issue Account shall be subject to the Public Issue Account Bank receiving written instructions from the Company and the BRLMs, in accordance with Clause 3.2.3.23. (e) The Registrar shall, within two (2) Working Days from the Bid/Issue Closing Date, in writing in the prescribed form (specified in Schedule V hereto), intimate the Company and the BRLMs, the aggregate amount of commission payable to the SCSBs, Sponsor Banks, Registered Brokers, the RTAs and the CDPs as calculated by the Registrar. For the avoidance of doubt, the quantum of commission payable to the Registered Brokers, the RTAs and the CDPs shall be determined on the basis of such Bid cum Application Forms procured by them and which are eligible for Allotment and the payment of commission to the Registered Brokers will be made by the Stock Exchanges. The Company shall ensure that the aggregate amount of commission payable to the Registered Brokers in relation to the Issue, as calculated by the Registrar to the Issue, shall be transferred by the Company, including on behalf of the to the Stock Exchanges, prior to the receipt of final listing and trading approvals. Further, the Company shall ensure commission to the RTAs and CDPs, as calculated by the Registrar, shall be paid in accordance with this Agreement, as applicable, within 30 Working Days of receipt (f) The fees payable to the Sponsor Banks for services provided in terms of this Agreement shall be as per the commercial arrangement agreed between Company and Sponsor Banks per block created (excluding applicable taxes) using the UPI Mechanism. The Company will make the payment only to the Sponsor Banks, which in turn shall make the requisite payments to the NPCI and the SCSBs where the accounts of the Bidders, linked to their UPI ID, are held. (g) Notwithstanding anything stated in this Agreement, the Company hereby acknowledges and agrees that it shall take all necessary action to ensure that the Issue Expenses shall be paid to the respective intermediaries (such expenses shall be paid by the Company within 30 Working Days post the date of receipt of the final invoice from the respective intermediaries by the Company in accordance with the arrangements/ agreements with the relevant intermediary. (h) Notwithstanding anything stated in this Agreement, the Company hereby agrees that they shall take all necessary actions to ensure that the Issue Expenses shall be paid to the members of the Syndicate and to the legal counsels from the Public Issue Account upon receipt of the final listing and trading approvals from the Stock Exchanges in accordance with the provisions of this Agreement, the Engagement Letter, the Issue Agreement, the Syndicate Agreement and the Underwriting Agreement. (i) The BRLMs are hereby severally authorized to take such action in accordance with the terms of this Agreement as may be necessary in connection with the transfer of amounts from the Escrow Accounts to the Public Issue Account and the Refund Account, as applicable. 3.2.3.2. Notwithstanding anything stated in this Agreement, in respect of the amounts lying to the credit of the Public Issue Account, the following specific provisions shall be applicable: (a) The Public Issue Account Bank, upon instructions from the Company agree to retain not less than such amounts as may have been estimated towards Issue related expenses and as will be disclosed in the Prospectus towards Issue Expenses, including, without limitation: (A) (i) fees, advisory fees, incentives, commissions, brokerage and out of pocket expenses (fixed and variable) payable to the Members of the Syndicate in terms of the respective engagement letters, the Issue Agreement, the Syndicate Agreement and the Underwriting Agreement (including BRLMs underwriting commission, selling commission), (ii) fees and expenses payable to the BRLMs in accordance with the Engagement Letter and the Issue Agreement; (iii) fees and expenses payable to the legal counsels to the Company, and the BRLMs; (iv) fees payable as follows: processing fees and bidding charges for the Members of the Syndicate, SCSBs, Registered Brokers, Collecting Depository Participants, RTAs, Sponsor Banks as mentioned in the Syndicate Agreement; and (v) and any other expenses in connection with the Issue, including bidding charges, advertising and marketing expenses for the Issue, other expenses, listing fees, SEBI filing fees, BSE & NSE processing fees, book building software fees, other regulatory expenses, printing and stationery expenses, fees payable to other advisors to the Issue, and miscellaneous expenses (collectively referred to as the “Issue Expenses”), for onward depositing by the post-Issue BRLM (on behalf of the BRLMs) to the Indian revenue authorities, at such rate as may be prescribed under Applicable Law, the amount of which shall be confirmed by a certificate in writing provided by a reputable chartered accountant appointed by the Company, until such time and subsequent to receipt of final listing and trading approvals from Stock Exchanges; (a) as the BRLMs instruct the Public Issue Account Bank, in the form specified in Schedule VA with respect to (A)(i) and (A)(ii) above, with a copy to the Company; and (b) the Company and BRLMs instructs the Public Issue Account Bank, in the form specified in Schedule VB with respect to (A)(iii), (A)(iv) and (A)(v) above. It is clarified that the CA Tax Certificate shall be provided to the BRLMs immediately upon Allotment, and prior to receipt of listing and trading approvals for the Equity Shares on the Stock Exchanges. Notwithstanding anything to the contrary in this Agreement, each of the Parties hereby agrees that the BRLMs will not have any responsibility, obligation or liability whatsoever, directly or indirectly, with regard to Withholding Amounts. The Company agrees that the BRLMs shall not be liable in any manner whatsoever to the Company for any failure or delay in collection, payment or deposit of the whole or any part of any amount due as tax deducted at source in relation to the Issue. (b) On the receipt of final listing and trading approvals from the Stock Exchanges and the CA Tax Certificate, (A) the BRLMs shall, by one or more instructions, in the form specified in Schedule VA with a copy to the Company instruct the Public Issue Account Bank of the amount of the payment towards the Issue Expenses under sub- clauses (a)(A)(i) and (a)(A)(ii) of Clause 3.2.3.2 (to the extent such amounts have not been paid by the Company) and Security Transaction Tax; and (B) the Company shall, by one or more instructions, in the form specified in Schedule VB with a copy to the BRLMs, instruct the Public Issue Account Bank of the amount of the payment towards the Issue Expenses under sub-clauses (a)(A)(iii), (a)(A)(iv) and (a)(A)(v) of Clause

Appears in 1 contract

Sources: Cash Escrow and Sponsor Bank Agreement

Completion of the Issue. 3.2.3.1. In the event of the completion of the Issue: (a) The Escrow Collection Bank, the Public Issue Account Bank, the Refund Bank and the Sponsor Banks shall refer to the Red ▇▇▇▇▇▇▇ Prospectus for the Anchor Investor Bid/ Issue PeriodBidding Date, the Bid/ Bid / Issue Opening Date and the Bid/ Bid / Issue Closing Date. (b) The Registrar shall, on or prior to the Designated Date in writing (i) along with the BRLMsBook Running Lead Managers, intimate the Banker Bankers to the Issue in the form provided in Schedule I III hereto, the Designated Date (with a copy to the Company Company) and provide the written details of the Bid Amounts (including amounts, if any, paid by the Underwriters or any other person pursuant to any underwriting obligations in terms of the Underwriting Agreement) relating to Bids that have received the confirmed allocation and in respect of which the Bid Amounts are to be transferred from the Escrow Account to the Public Issue Account; (ii) intimate the SCSBs and the Sponsor Banks in writing (in the form provided in Schedule IIIV) (with a copy to the Company and the BRLMsBook Running Lead Managers) of the Designated Date, and provide the SCSBs and the Sponsor Banks with the written details of the blocked amounts that have to be unblocked and transferred from the ASBA Accounts including the accounts blocked through the UPI mechanism, as applicable, to the Public Issue Account. The Sponsor Banks, based on the UPI Mandate Request approved by the respective UPI Bidders at the time of blocking of their respective funds, will raise the debit/ collect request from the UPI Bidders’ bank accounts, whereupon the funds will be transferred from the respective UPI Bidders’ accounts to the Public Issue Account based on the finalized basis of allocation and the remaining funds, if any, will be unblocked to the UPI Bidders Bidder or its bank. The Registrar, the SCSBs and the Sponsor Banks shall ensure that unblocking is completed within four (4) Working Days from the Bid/ Issue Closing Date, or such other timelines as may be prescribed under Applicable Law. The amounts to be transferred to the Public Issue Account by the Escrow Collection Bank represent represents Bids from Anchor Investors that have received confirmed allocation in respect of the Equity Shares in the Issue and amounts, if any, paid by the Underwriters or any other person pursuant to their underwriting obligations in terms of the Underwriting Agreement. The amounts to be unblocked and transferred to the Public Issue Account by the SCSBs (including the UPI Bidders’ banks on raising of debit/ collect requests by the Sponsor Banks) represent Bids from ASBA Bidders that have received/been received confirmed allocation in respect of the Equity Shares in the Issue. The Escrow Collection Bank and the SCSBs, on receipt of such details from the Registrar and the BRLMsBook Running Lead Managers, as applicable, shall within Banking Hours on the same Working Day transfer the amounts lying to the credit of the Escrow Accounts or blocked in the ASBA Accounts in relation to the successful Bidders to the Public Issue Account on the Designated Date. The Surplus Amount, if any, shall be transferred from the Escrow Account Accounts to the Refund Account Bank on the basis of written instructions of the Registrar and the BRLMs Book Running Lead Managers (with notice to the Company) in accordance with the Schedule III V and procedure specified in this Agreement and the Red ▇▇▇▇▇▇▇ Prospectus and the Prospectus. Immediately upon the transfer of the amounts to the Public Issue Account or the Refund Account, the Banker Bankers to the Issue Issue, as applicable shall appropriately confirm the same to the Registrar and the BRLMs Book Running Lead Managers (with a copy to the Company). (c) In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism) exceeding four Working Days from the Bid/ Issue Closing Date, the Bidder shall be compensated as per SEBI guidelines for the entire duration of delay exceeding four Working Days from the Bid/ Issue Closing Date by the intermediary responsible for causing such delay in unblocking. The Book Running Lead Managers shall, in their sole discretion, identify and fix the liability on such intermediary or entity (the “Relevant Intermediary”) responsible for such failure or delay in unblocking, and such Relevant Intermediary will be liable to pay compensation to the investor in accordance with the SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, read with SEBI Circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022. It is hereby clarified that the Members of the Syndicate shall not be liable in any manner whatsoever for any failure or delay on the part of such Relevant Intermediary (as determined by the Book Running Lead Managers, in their sole discretion) to discharge its obligation to compensate the investor for the delay in unblocking of amount, as stated above. All payments towards processing fee or selling commission shall be released only after ascertaining that there are no pending complaints pertaining to block/unblock of Bids and upon receipt of confirmation on completion of unblocks from each of the Sponsor Banks, SCSBs and the Registrar as specified under the circular dated March 16, 2021. An application for the release of processing fees shall be made in accordance with the format prescribed as per Annexure 1 of the SEBI Circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022. (d) In relation to amounts lying to the credit of the Public Issue Account, the Bidders or the Underwriters shall have no beneficial interest therein save as provided in Section 40 of the Companies Act, 2013. For the avoidance of doubt, it is clarified that the Bidders or the Underwriters shall continue to be beneficiaries in relation to the Surplus Amount, if any, and subject to Clause 3.2.3.2 3.2.3.2. and receipt of the final listing and trading approvals and Allotment, the Company shall be the beneficiary in respect of the monies transferred to the Public Issue Account. Further, it is hereby clarified that until the receipt of final listing and trading approvals from both the Stock Exchanges, the Public Issue Account Bank shall not transfer the monies due to the Company, net of Issue Expenses from the Public Issue Account to the Company’s bank accountsaccount, prior to receiving written instructions from the Company and and/or the BRLMsBook Running Lead Managers, in accordance with Clause 3.2.3.2. (ed) The Registrar shall, within two one (21) Working Days from the Bid/Bid/ Issue Closing Date, in writing in the prescribed form (specified in Schedule V VI hereto), intimate the Company and the BRLMsBook Running Lead Managers, the aggregate amount of commission payable to the SCSBs, Sponsor Banks, Registered Brokers, the RTAs and the CDPs as calculated by the Registrar. For the avoidance of doubt, the quantum of commission payable to the SCSBs, Registered Brokers, the RTAs and the CDPs shall be determined in terms of the Syndicate Agreement on the basis of such Bid cum Application Forms procured by them and which are eligible for Allotment and the payment of commission to the Registered Brokers will be made by through the Stock Exchanges. The Company shall ensure Parties acknowledge that that the aggregate amount of commission payable to the Registered Brokers in relation to the Issue, as calculated by the Registrar to the IssueRegistrar, shall be transferred by the Company, including on behalf of the to the Stock Exchanges, prior to the receipt of final listing and trading approvalsapprovals in accordance with Applicable Law. All payments towards processing fee or selling commission shall be released only after ascertaining that there are no pending complaints pertaining to block/unblock of ASBA Bids and upon receipt of confirmation on completion of transfer / unblocks by SCSBs as specified under the SEBI Circular dated March 16, 2021, read with SEBI Circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022. The SCSBs, the respective Sponsor Banks and the Registrar shall provide the relevant confirmations to the Book Running Lead Managers in accordance with the SEBI Circular SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 to the Book Running Lead Managers and the Company. Further, the Company shall ensure commission to the RTAs and CDPs, as calculated by the Registrar, shall be paid in accordance with this Agreement, after receipt of invoices from the respective RTAs and CDPs, as applicablethe case may be, within 30 Working Days of receiptas per Applicable Law. (fe) The fees payable to the Sponsor Banks for services provided in terms of this Agreement shall be as per the commercial arrangement agreed between Company and Sponsor Banks per block created (excluding applicable taxes) using the UPI Mechanism. The Company will make the payment only to the Sponsor BanksBanks and for services provided in accordance with the November 2018 Circular, the guidelines issued by the NPCI and this Agreement, which has been mutually decided by the Company, and the respective Sponsor Bank, which in turn shall make the requisite payments to the NPCI and the SCSBs where the accounts of the Bidders, linked to their UPI ID, are held. (g) Notwithstanding anything stated in this Agreement, the Company hereby acknowledges and agrees that it shall take all necessary action to ensure that the Issue Expenses shall be paid to the respective intermediaries (such expenses shall be paid by the Company within 30 Working Days post the date of receipt of the final invoice from the respective intermediaries by the Company in accordance with the arrangements/ agreements with the relevant intermediary. (hf) Notwithstanding anything stated in this Agreement, the Company hereby agrees that they it shall take all necessary actions to ensure that the Issue Expenses shall be paid to the members of the Syndicate and to the legal counsels from the Public Issue Account respective intermediaries upon receipt of the final listing and trading approvals from the Stock Exchanges in accordance with the provisions Section 3.2.3.1(c) of this Agreement, the Engagement Letter, the Issue Agreement, the Syndicate Agreement and the Underwriting Agreement. (ig) The BRLMs Book Running Lead Managers are hereby severally authorized to take such action in accordance with the terms of this Agreement as may be necessary in connection with the transfer of amounts from the Escrow Accounts to the Public Issue Account and the Refund Account, as applicable. 3.2.3.2. Notwithstanding anything stated in this Agreement, in respect of the amounts lying to the credit of the Public Issue Account, the following specific provisions shall be applicable: (a) The Company agrees to retain, in the Public Issue Account BankAccount, upon instructions from the Company agree to retain not less than such amounts as may have been estimated towards Issue related expenses and as will be disclosed in the Prospectus towards Issue Expenses (including the applicable taxes on such Issue Expenses), including, without limitation: : (A) (i) fees, advisory fees, incentives, commissions, brokerage and out of pocket expenses (fixed and variable) payable to the Members members of the Syndicate in terms of the respective engagement letters, the Issue Agreement, the Syndicate Agreement and the Underwriting Agreement (including BRLMs underwriting commission, selling commission)Agreement, (ii) fees and expenses payable to the BRLMs Book Running Lead Managers in accordance with the Engagement Letter and the Issue AgreementFee Letter; (iii) fees and expenses payable to the legal counsels to the Company, Company and the BRLMsBook Running Lead Managers; (iv) fees payable as follows: processing fees and bidding charges for to the Members of the Syndicate, SCSBs, Registered Brokers, Collecting Depository Participants, RTAs, Sponsor Banks as mentioned in the Syndicate Agreement; and (v) and any other expenses in connection with the Issue, including bidding charges, advertising and marketing expenses for the Issue, other road show expenses, listing feesadvertisement, SEBI filing fees, BSE & NSE processing fees, book building software fees, media and other regulatory expenses, printing and stationery expenses, fees payable to other advisors to the Issue, and miscellaneous expenses (collectively referred to as the “Issue Expenses”), for onward depositing by the post-Issue BRLM (on behalf of the BRLMs) to the Indian revenue authorities, at such rate as may be prescribed under Applicable Law, the amount of which shall be confirmed by a certificate in writing provided by a reputable chartered accountant appointed by the Company, until such time and subsequent to receipt of final listing and trading approvals from Stock Exchanges; (a) as the BRLMs . The Book Running Lead Managers shall instruct the Public Issue Account Bank, in the form specified in Schedule VA VII with respect to (A)(i) and ), (A)(ii) above), with a copy to the Company; and (b) the Company and BRLMs instructs the Public Issue Account Bank, in the form specified in Schedule VB with respect to (A)(iii), (A)(iv) and (A)(v) above. It is clarified that the CA Tax Certificate shall be provided , with a copy to the BRLMs immediately upon Allotment, and prior to receipt of listing and trading approvals for the Equity Shares on the Stock Exchanges. Notwithstanding anything to the contrary in this Agreement, each of the Parties hereby agrees that the BRLMs will not have any responsibility, obligation or liability whatsoever, directly or indirectly, with regard to Withholding Amounts. The Company agrees that the BRLMs shall not be liable in any manner whatsoever to the Company for any failure or delay in collection, payment or deposit of the whole or any part of any amount due as tax deducted at source in relation to the IssueCompany. (b) On the receipt of final listing and trading approvals from the Stock Exchanges and the CA Tax Certificate, Exchanges, (A) the BRLMs Book Running Lead Managers shall, by one or more instructions, in the form specified in Schedule VA Error! Reference source not found.II with a copy to the Company instruct the Public Issue Account Bank of the amount of the payment towards the Issue Expenses under sub- clauses (a)(A)(i) and (a)(A)(ii) of Clause 3.2.3.2 (to the extent such amounts have not been paid by the Company) and Security Transaction Tax; and (B) the Company shall, by one or more instructions, in the form specified in Schedule VB with a copy to the BRLMs, instruct the Public Issue Account Bank of the amount of the payment towards the Issue Expenses under sub-clauses (a)(A)(iiia)(A)(i), (a)(A)(iva)(A)(ii), (A)(iii), (A)(iv) and (a)(A)(vA)(v) of ClauseClause 3.2.3.2.(a) (to the extent such amounts have not been paid by the Company) and the Public Issue Account Bank shall remit such amounts within one Working Day of receipt of the instruction from the Book Running Lead Managers. (c) Until such time that instructions in the form specified in Error! Reference source not found.II is received from the Book Running Lead Managers, the Public Issue Account Bank shall retain the amounts mentioned in Clause 3.2.3.2. (a) in the Public Issue Account and shall not act on any instruction, including that of the Company. The instructions in the form specified in Error! Reference source not found.II shall be binding on the Public Issue Account Bank irrespective of any contrary claim or instructions from any Party. This provision shall be deemed to be an irrevocable instruction from the Company to the Public Issue Account Bank to debit the Public Issue Account as per the details contained in Error! Reference source not found.II. (d) The Book Running Lead Managers shall upon completion of the transfers specified in Clauses 3.2.3.2.(a) and 3.2.3.2(b) above, instruct the Public Issue Account Bank, in the form specified in Schedule VIII (with a copy to the Company), the amounts to be transferred from the Public Issue Account to the bank account of the Company and the Public Issue Account Bank shall remit such amounts within one Working Day from the receipt of such instructions. Provided however, the Company shall intimate to the Book Running Lead Managers at least two Working Days prior to Allotment (or such other time as may be mutually agreed) details of the bank account of the Company where such amount should be transferred from the Public Issue Account. (e) The written instructions as per Schedule VII and Schedule VIII shall be valid instructions if signed by the persons named in Schedule IX whose specimen signatures are contained herein, in accordance with Clause 15 or as may be authorized by the respective Book Running Lead Manager(s) for itself or the Company with intimation to the Bankers to the Issue, as applicable. (f) In the event of any expenses or amounts in relation to the Issue falling due to the Book Running Lead Managers, the Syndicate Members, the legal counsels to the Company, and the Book Running Lead Managers and any other intermediary/ service provider in connection with the Issue after closure of the Public Issue Account, or to the extent that such expenses or amounts falling due to the Book Running Lead Managers, the Syndicate Members and the legal counsels to the Company and the Book Running Lead Managers are not paid from the Public Issue Account, the Company shall reimburse the Book Running Lead Managers, the Syndicate Members and the legal counsel to the Company and the Book Running Lead Managers, as the case maybe, within two Working Days, for any claims, actions, losses, demands or damages incurred in connection thereto. (g) Further, Schedule VIII may also be used for transfer of amount for some expenses that have been paid by the Company in relation to the Issue and subsequently the amount is being reimbursed to the Company from the Public Issue Account.

Appears in 1 contract

Sources: Cash Escrow and Sponsor Bank Agreement

Completion of the Issue. 3.2.3.1. 3.2.3.1 In the event of the completion of the Issue: (a) The Escrow Collection Bank, the Public Issue Account Bank, the Refund Bank and the Sponsor Banks shall refer to the Red ▇▇▇▇▇▇▇ Prospectus for the Anchor Investor Bid/ Issue PeriodBidding Date, the Bid/ Bid/Issue Opening Date, Bid/Issue Closing Date and on the Bid/ Issue Closing Datedate on which initiation of refunds (if any, for Anchor Investors) or unblocking of funds from ASBA Account shall take place. (b) The Registrar to the Issue shall, on or prior to the Designated Date in writing writing, (ia) along with the BRLMsManager, intimate the Banker to the Issue in the form provided in Schedule I heretoIV, intimate the Designated Date Bankers to the Issue (with a copy to the Company Company), the Designated Date, and provide the Escrow Collection Bank with the (i) written details of the Bid Amounts relating to the Anchor Investors that are to be transferred from the Escrow Accounts to the Public Issue Account, (including ii) amounts, if any, paid by the Underwriters or any other person pursuant to any underwriting obligations in terms of the Underwriting Agreement) relating to Bids that have received the confirmed allocation and in respect of which the Bid Amounts are Agreement to be transferred from the Escrow Account to the Public Issue Account; , and (iiiii) the Surplus Amount, if any, to be transferred from Escrow Accounts to the Refund Account, and (b) intimate the SCSBs and the Sponsor Banks in writing (in the form provided in Schedule II) (with a copy to the Company and the BRLMs) of Manager), the Designated Date, and provide the SCSBs and the Sponsor Banks with the written details of the blocked amounts that have to be unblocked and transferred from the ASBA Accounts including the accounts blocked through the UPI mechanism, as applicable, Mechanism to the Public Issue Account. The Sponsor Banks shall be responsible for sharing the details of Bid Amounts that have to be transferred to the Public Issue Account from the UPI Bidders’ banks. The Sponsor Banks, based on the UPI Mandate Request approved by the respective UPI Bidders at the time of blocking of their respective funds, will raise the debit/ debit/collect request from the UPI Bidders’ bank accountsrespective ASBA Account and issue necessary instructions, whereupon the funds will be transferred from the respective UPI Bidders’ accounts such ASBA Account to the Public Issue Account based on the finalized basis of allocation and the remaining funds, if any, will be unblocked without any manual intervention by the UPI Bidder or the Sponsor Banks in accordance with the RTA Master Circular and SEBI UPI Circulars, as applicable. Further, the SCSBs will raise the debit/collect request from the respective ASBA Account and issue necessary instructions, whereupon the funds will be transferred from such ASBA Account to the Public Issue Account and the remaining funds, if any, will be unblocked without any manual intervention by the Bidder or the SCSBs. The Refund Bank shall ensure the transfer of the Surplus Amounts to the account of the Beneficiaries upon receipt of written instructions in accordance with Applicable Laws (including the RTA Master Circular and the SEBI UPI Circulars as applicable) and immediately upon such transfer, the Refund Bank shall intimate the Manager, the Company of such transfer. In the event such transfers are unable to be completed on the same Working Day, such instructions issued by the Registrar to the Issue and the Manager to the Escrow Collection Bank, and by the Registrar to the Issue to the SCSBs or the Sponsor Banks (who in turn shall give instructions to SCSBs, that are UPI Bidder’s banks for debit/collect requests in case of applications by UPI Mechanism), as applicable, shall be valid for the next Working Day. Immediately upon the transfer of the amounts to the Public Issue Account, the Escrow Collection Bank shall appropriately confirm the same to the Registrar to the Issue and Manager, the Company. The amounts to be transferred from the ASBA Account to the Public Issue Account by the SCSBs (including the relevant UPI Bidder’s bank on raising of debit/collect request by the Sponsor Banks) represent Bids from ASBA Bidders or its bank. and UPI Bidders, respectively that have received confirmed allocation in respect of the Equity Shares in the Issue. (c) The amounts to be transferred to the Public Issue Account by the Escrow Collection Bank represent Bids from Anchor Investors that have received confirmed allocation in respect of the Equity Shares in the Issue and amounts, if any, paid by the Underwriters or any other person pursuant to their any underwriting obligations in terms of the Underwriting Agreement. The amounts to be unblocked and transferred to the Public Issue Account by the SCSBs (including the relevant UPI Bidders’ banks Bidder’s bank on raising of debit/ debit/collect requests request by the Sponsor Banks) represent Bids from ASBA Bidders that have received/been received confirmed allocation in respect of the Equity Shares in the Issue. The . (d) On the Designated Date, the Escrow Collection Bank and the SCSBsSCSBs (including the UPI Bidder’s bank on raising of debit/collect request by the Sponsor Banks) shall, on receipt of such details from the Registrar Manager and the BRLMsRegistrar to the Issue, or on receipt of the debit/collect request from the Sponsor Banks (in case of UPI Bidders Bidding using the UPI Mechanism), as applicablethe case may be, shall within Banking Hours on the same Working Day Day, transfer the amounts lying to the credit of the Escrow Accounts or and/or blocked in the ASBA Accounts in relation to the successful Bidders Bids by Allottees to the Public Issue Account on the Designated DateAccount. The Surplus Amount, if any, Amount shall be transferred from the Escrow Account to the Refund Account on the basis upon receipt of written instructions of the Registrar to the Issue and the BRLMs Manager (with notice to the Company) in accordance with the Schedule III and procedure specified in this Agreement and the Red ▇▇▇▇▇▇▇ Prospectus, Prospectus and the Prospectusthis Agreement. Immediately upon the transfer of the amounts to the Public Issue Account or and the Refund AccountBank, the Banker Escrow Collection Bank, the Public Issue Account Bank and the Refund Bank shall appropriately confirm such transfer or receipt, as applicable, to the Registrar to the Issue shall appropriately confirm the same to the Registrar and the BRLMs Manager (with a copy to the Company). (ce) In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism) exceeding four Working Days from the Bid/ Issue Closing Date, the Bidder shall be compensated as per SEBI guidelines for the entire duration of delay exceeding four Working Days from the Bid/ Issue Closing Date by the intermediary responsible for causing such delay in unblocking. The Book Running Lead Managers shallThereupon, in their sole discretion, identify and fix the liability on such intermediary or entity (the “Relevant Intermediary”) responsible for such failure or delay in unblocking, and such Relevant Intermediary will be liable to pay compensation to the investor in accordance with the SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, read with SEBI Circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022. It is hereby clarified that the Members of the Syndicate shall not be liable in any manner whatsoever for any failure or delay on the part of such Relevant Intermediary (as determined by the Book Running Lead Managers, in their sole discretion) to discharge its obligation to compensate the investor for the delay in unblocking of amount, as stated above. All payments towards processing fee or selling commission shall be released only after ascertaining that there are no pending complaints pertaining to block/unblock of Bids and upon receipt of confirmation on completion of unblocks from each of the Sponsor Banks, SCSBs and the Registrar as specified under the circular dated March 16, 2021. An application for the release of processing fees shall be made in accordance with the format prescribed as per Annexure 1 of the SEBI Circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022. (d) In relation to amounts lying to the credit of the Public Issue Account, the Bidders or Underwriters (or any other person pursuant to any underwriting obligation), as the Underwriters case may shall have no beneficial interest therein save as provided in Section 40 of the Companies Act, 2013this Agreement or under Applicable Law. For the avoidance of doubt, it is clarified that the Bidders or Underwriters or any other person, as the Underwriters case may be, shall continue to be beneficiaries Beneficiaries in relation to the Surplus Amount, if any, and subject to Clause 3.2.3.2 3.2.2.1 and upon receipt of the final listing and trading approvals and Allotmentapprovals, the Company Company, except to the extent of Issue Expenses payable out of the Issue proceeds, shall be the beneficiary Beneficiaries in respect of their respective portions of the monies transferred to the Public Issue Accountbalance amount. Further, it is hereby clarified that until the receipt of final listing and trading approvals from both the Stock Exchanges, the Public Issue Account Bank shall not transfer the monies due to the Company, net of the Issue Expenses from the Public Issue Account to the Company’s bank accounts, prior account. The transfer from the Public Issue Account shall be subject to the Public Issue Account Bank receiving written instructions from the Company and the BRLMsManager, in accordance with Clause 3.2.3.23.2. (e) The Registrar shall, within two (2) Working Days from the Bid/Issue Closing Date, in writing in the prescribed form (specified in Schedule V hereto), intimate the Company and the BRLMs, the aggregate amount of commission payable to the SCSBs, Sponsor Banks, Registered Brokers, the RTAs and the CDPs as calculated by the Registrar. For the avoidance of doubt, the quantum of commission payable to the Registered Brokers, the RTAs and the CDPs shall be determined on the basis of such Bid cum Application Forms procured by them and which are eligible for Allotment and the payment of commission to the Registered Brokers will be made by the Stock Exchanges. The Company shall ensure that the aggregate amount of commission payable to the Registered Brokers in relation to the Issue, as calculated by the Registrar to the Issue, shall be transferred by the Company, including on behalf of the to the Stock Exchanges, prior to the receipt of final listing and trading approvals. Further, the Company shall ensure commission to the RTAs and CDPs, as calculated by the Registrar, shall be paid in accordance with this Agreement, as applicable, within 30 Working Days of receipt (f) The fees payable to the Sponsor Banks for services provided in terms of this Agreement shall be as per the commercial arrangement agreed between Company and Sponsor Banks per block created (excluding applicable taxes) using the UPI Mechanism. The Company will make the payment only to the Sponsor Banks, which in turn shall make the requisite payments to the NPCI and the SCSBs where the accounts of the Bidders, linked to their UPI ID, are held. (g) Notwithstanding anything stated in this Agreement, the Company hereby acknowledges and agrees that it shall take all necessary action to ensure that the Issue Expenses shall be paid to the respective intermediaries (such expenses shall be paid by the Company within 30 Working Days post the date of receipt of the final invoice from the respective intermediaries by the Company in accordance with the arrangements/ agreements with the relevant intermediary. (h) Notwithstanding anything stated in this Agreement, the Company hereby agrees that they shall take all necessary actions to ensure that the Issue Expenses shall be paid to the members of the Syndicate and to the legal counsels from the Public Issue Account upon receipt of the final listing and trading approvals from the Stock Exchanges in accordance with the provisions of this Agreement, the Engagement Letter, the Issue Agreement, the Syndicate Agreement and the Underwriting Agreement. (i) The BRLMs are hereby severally authorized to take such action in accordance with the terms of this Agreement as may be necessary in connection with the transfer of amounts from the Escrow Accounts to the Public Issue Account and the Refund Account, as applicable. 3.2.3.2. Notwithstanding anything stated in this Agreement, in respect of the amounts lying to the credit of the Public Issue Account, the following specific provisions shall be applicable: (a) The Public Issue Account Bank, upon instructions from the Company agree to retain not less than such amounts as may have been estimated towards Issue related expenses and as will be disclosed in the Prospectus towards Issue Expenses, including, without limitation: (A) (i) fees, advisory fees, incentives, commissions, brokerage and out of pocket expenses (fixed and variable) payable to the Members of the Syndicate in terms of the respective engagement letters, the Issue Agreement, the Syndicate Agreement and the Underwriting Agreement (including BRLMs underwriting commission, selling commission), (ii) fees and expenses payable to the BRLMs in accordance with the Engagement Letter and the Issue Agreement; (iii) fees and expenses payable to the legal counsels to the Company, and the BRLMs; (iv) fees payable as follows: processing fees and bidding charges for the Members of the Syndicate, SCSBs, Registered Brokers, Collecting Depository Participants, RTAs, Sponsor Banks as mentioned in the Syndicate Agreement; and (v) and any other expenses in connection with the Issue, including bidding charges, advertising and marketing expenses for the Issue, other expenses, listing fees, SEBI filing fees, BSE & NSE processing fees, book building software fees, other regulatory expenses, printing and stationery expenses, fees payable to other advisors to the Issue, and miscellaneous expenses (collectively referred to as the “Issue Expenses”), for onward depositing by the post-Issue BRLM (on behalf of the BRLMs) to the Indian revenue authorities, at such rate as may be prescribed under Applicable Law, the amount of which shall be confirmed by a certificate in writing provided by a reputable chartered accountant appointed by the Company, until such time and subsequent to receipt of final listing and trading approvals from Stock Exchanges; (a) as the BRLMs instruct the Public Issue Account Bank, in the form specified in Schedule VA with respect to (A)(i) and (A)(ii) above, with a copy to the Company; and (b) the Company and BRLMs instructs the Public Issue Account Bank, in the form specified in Schedule VB with respect to (A)(iii), (A)(iv) and (A)(v) above. It is clarified that the CA Tax Certificate shall be provided to the BRLMs immediately upon Allotment, and prior to receipt of listing and trading approvals for the Equity Shares on the Stock Exchanges. Notwithstanding anything to the contrary in this Agreement, each of the Parties hereby agrees that the BRLMs will not have any responsibility, obligation or liability whatsoever, directly or indirectly, with regard to Withholding Amounts. The Company agrees that the BRLMs shall not be liable in any manner whatsoever to the Company for any failure or delay in collection, payment or deposit of the whole or any part of any amount due as tax deducted at source in relation to the Issue. (b) On the receipt of final listing and trading approvals from the Stock Exchanges and the CA Tax Certificate, (A) the BRLMs shall, by one or more instructions, in the form specified in Schedule VA with a copy to the Company instruct the Public Issue Account Bank of the amount of the payment towards the Issue Expenses under sub- clauses (a)(A)(i) and (a)(A)(ii) of Clause 3.2.3.2 (to the extent such amounts have not been paid by the Company) and Security Transaction Tax; and (B) the Company shall, by one or more instructions, in the form specified in Schedule VB with a copy to the BRLMs, instruct the Public Issue Account Bank of the amount of the payment towards the Issue Expenses under sub-clauses (a)(A)(iii), (a)(A)(iv) and (a)(A)(v) of Clause

Appears in 1 contract

Sources: Cash Escrow and Sponsor Bank Agreement

Completion of the Issue. 3.2.3.1. In the event of the completion of the Issue: (a) The Escrow Collection BankBRLM shall, after the Public Issue Account Bank, the Refund Bank and the Sponsor Banks shall refer to filing of the Red ▇▇▇▇▇▇▇ Prospectus for with the RoC and prior to the Anchor Investor Bid/ Issue PeriodBidding Date, and upon receipt of information from the Company, intimate in writing in the form provided in Schedule III hereto, the Bid/ Anchor Investor Bidding Date and the Bid/Issue Opening Date and the Bid/ Bid/Issue Closing DateDate to the Escrow Collection Bank, Public Issue Account Bank, Refund Bank, the Sponsor Bank and the Registrar with a copy to the Company. (b) The Registrar along with the BRLM shall, on or prior to the Designated Date in writing (i) along with the BRLMswriting, intimate the Banker to the Issue in the form provided in Schedule I heretoIV, intimate the Designated Date Escrow Collection Bank (with a copy to the Company Company), the Designated Date, and provide the Escrow Collection Bank with the written details of the Bid Amounts (including relating to the Anchor Investors and amounts, if any, paid by the Underwriters or any other person pursuant to any underwriting obligations in terms of the Underwriting Agreement) relating to Bids that have received the confirmed allocation and in respect of which the Bid Amounts are Agreement to be transferred from the Escrow Account to the Public Issue Account; (ii) . The Registrar, along with the BRLM, shall also, on or prior to the Designated Date in writing intimate the SCSBs and the Sponsor Banks in writing (in the form provided in Schedule II) Bank, if applicable (with a copy to the Company and the BRLMs) of Company), the Designated Date, and provide the SCSBs and the Sponsor Banks Bank, if applicable, with the written details of the blocked amounts Bid Amounts that have to be transferred to the Public Issue Account. The Sponsor Bank shall be responsible for sharing the details of Bid Amounts that are required to be transferred to the Public Issue Account from the respective bank accounts of the RIB Bidders using UPI mechanism. On the Designated Date, the Escrow Collection Bank, the SCSBs (including the RIB’s bank on raising of debit/ collect request by the Sponsor Bank), on receipt of such details from the BRLM and the Registrar or the Sponsor Bank (in case of RIBs Bidding using the UPI mechanism), within Banking Hours, transfer the amounts lying to the credit of the Escrow Accounts or blocked in the ASBA Accounts including in relation to the accounts blocked through the UPI mechanism, as applicablesuccessful Bids, to the Public Issue Account. The Sponsor BanksBank, based on the UPI Mandate Request mandate approved by the respective UPI Bidders RIBs at the time of blocking of their respective funds, will raise the debit/ collect request from the UPI Bidders’ RIB’s bank accountsaccount, whereupon the funds will be transferred from the respective UPI Bidders’ accounts RIB’s account to the Public Issue Account based on the finalized basis of allocation and the remaining funds, if any, will be unblocked to without any manual intervention by the UPI Bidders RIB or its bank. Immediately upon the transfer of the amounts to the Public Issue Account, the Escrow Collection Bank shall appropriately confirm the same to the Registrar and BRLM (with a copy to the Company). Subject to the receipt of the final listing and trading approvals, the amounts to be either unblocked or transferred to the Public Issue Account by the Escrow Collection Bank represent Bids from Anchor Investors that have received confirmed allocation in respect of the Equity Shares in the Issue and amounts, if any, paid by the underwriters or any other person pursuant to any underwriting obligations in terms of the Underwriting Agreement. The amounts to be transferred from the Bidders ASBA Account and transferred to the Public Issue Account by the SCSBs (including the RIB’s bank on raising of debit/ collect request by the Sponsor Bank), as applicable, represent Bids from ASBA Bidders that have received confirmed allocation in respect of the Equity Shares in the Issue. (c) The amounts to be transferred to the Public Issue Account by the Escrow Collection Bank represent Bids from Anchor Investors that have received confirmed allocation in respect of the Equity Shares in the Issue and amounts, if any, paid by the Underwriters or any other person pursuant to their any underwriting obligations in terms of the Underwriting Agreement. The amounts to be unblocked and transferred to the Public Issue Account by the SCSBs (including the relevant UPI Bidders’ banks Bidder’s bank on raising of debit/ debit/collect requests request by the Sponsor Banks) represent Bids from ASBA Bidders that have received/been received confirmed allocation in respect of the Equity Shares in the Issue. The Escrow Collection Bank and the SCSBs, on receipt of such details from the Registrar and the BRLMs, as applicable, shall within Banking Hours on the same Working Day transfer the amounts lying to the credit of the Escrow Accounts or blocked in the ASBA Accounts in relation to the successful Bidders to the Public Issue Account on the Designated Date. The Surplus Amount, if any, shall be transferred from the Escrow Account to the Refund Account on the basis of written instructions of the Registrar and the BRLMs (with notice to the Company) in accordance with the Schedule III and procedure specified in this Agreement and the Red ▇▇▇▇▇▇▇ Prospectus and the Prospectus. Immediately upon the transfer of the amounts to the Public Issue Account or the Refund Account, the Banker to the Issue shall appropriately confirm the same to the Registrar and the BRLMs (with a copy to the Company). (c) In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism) exceeding four Working Days from the Bid/ Issue Closing Date, the Bidder shall be compensated as per SEBI guidelines for the entire duration of delay exceeding four Working Days from the Bid/ Issue Closing Date by the intermediary responsible for causing such delay in unblocking. The Book Running Lead Managers shall, in their sole discretion, identify and fix the liability on such intermediary or entity (the “Relevant Intermediary”) responsible for such failure or delay in unblocking, and such Relevant Intermediary will be liable to pay compensation to the investor in accordance with the SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, read with SEBI Circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022. It is hereby clarified that the Members of the Syndicate shall not be liable in any manner whatsoever for any failure or delay on the part of such Relevant Intermediary (as determined by the Book Running Lead Managers, in their sole discretion) to discharge its obligation to compensate the investor for the delay in unblocking of amount, as stated above. All payments towards processing fee or selling commission shall be released only after ascertaining that there are no pending complaints pertaining to block/unblock of Bids and upon receipt of confirmation on completion of unblocks from each of the Sponsor Banks, SCSBs and the Registrar as specified under the circular dated March 16, 2021. An application for the release of processing fees shall be made in accordance with the format prescribed as per Annexure 1 of the SEBI Circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022. (d) In Thereupon, in relation to amounts lying to the credit of the Public Issue Account, the Bidders or the Underwriters shall have no beneficial interest therein save as provided in Section 40 of the Companies Act, 2013. For the avoidance of doubt, it is clarified that the Bidders or the Underwriters shall continue to be beneficiaries Beneficiaries in relation to the Surplus Amount, if any, and subject to Clause 3.2.3.2 3.2.2.1 and receipt of the final listing and trading approvals approvals, and Allotment, Company (to the Company extent of the expenses incurred in relation to the Issue and payable out of the Issue proceeds) shall be the beneficiary Beneficiaries in respect of the monies transferred to the Public Issue Account. Further, it is hereby clarified that until the receipt of final listing and trading approvals from both the Stock Exchanges, the Public Issue Account Bank shall not transfer the monies due to the Company, if applicable, net of the Issue Expenses Expenses, from the Public Issue Account to the Company’s bank accounts, prior account. The transfer to the Public Issue Account shall be subject to the Public Issue Account Bank receiving written instructions from the Company and and/or the BRLMsBRLM, in accordance with Clause 3.2.3.23.2.3. (e) The Registrar shall, within two (2) Working Days from the Bid/Issue Closing Date, in writing in the prescribed form (specified in Schedule V hereto), intimate the Company and the BRLMs, the aggregate amount of commission payable to the SCSBs, Sponsor Banks, Registered Brokers, the RTAs and the CDPs as calculated by the Registrar. For the avoidance of doubt, the quantum of commission payable to the Registered Brokers, the RTAs and the CDPs shall be determined on the basis of such Bid cum Application Forms procured by them and which are eligible for Allotment and the payment of commission to the Registered Brokers will be made by the Stock Exchanges. The Company shall ensure that the aggregate amount of commission payable to the Registered Brokers in relation to the Issue, as calculated by the Registrar to the Issue, shall be transferred by the Company, including on behalf of the to the Stock Exchanges, prior to the receipt of final listing and trading approvals. Further, the Company shall ensure commission to the RTAs and CDPs, as calculated by the Registrar, shall be paid in accordance with this Agreement, as applicable, within 30 Working Days of receipt (f) The fees payable to the Sponsor Banks for services provided in terms of this Agreement shall be as per the commercial arrangement agreed between Company and Sponsor Banks per block created (excluding applicable taxes) using the UPI Mechanism. The Company will make the payment only to the Sponsor Banks, which in turn shall make the requisite payments to the NPCI and the SCSBs where the accounts of the Bidders, linked to their UPI ID, are held. (g) Notwithstanding anything stated in this Agreement, the Company hereby acknowledges and agrees that it shall take all necessary action to ensure that the Issue Expenses shall be paid to the respective intermediaries (such expenses shall be paid by the Company within 30 Working Days post the date of receipt of the final invoice from the respective intermediaries by the Company in accordance with the arrangements/ agreements with the relevant intermediary. (h) Notwithstanding anything stated in this Agreement, the Company hereby agrees that they shall take all necessary actions to ensure that the Issue Expenses shall be paid to the members of the Syndicate and to the legal counsels from the Public Issue Account upon receipt of the final listing and trading approvals from the Stock Exchanges in accordance with the provisions of this Agreement, the Engagement Letter, the Issue Agreement, the Syndicate Agreement and the Underwriting Agreement. (i) The BRLMs are hereby severally authorized to take such action in accordance with the terms of this Agreement as may be necessary in connection with the transfer of amounts from the Escrow Accounts to the Public Issue Account and the Refund Account, as applicable. 3.2.3.2. Notwithstanding anything stated in this Agreement, in respect of the amounts lying to the credit of the Public Issue Account, the following specific provisions shall be applicable: (a) The Public Issue Account Bank, upon instructions from the Company agree to retain not less than such amounts as may have been estimated towards Issue related expenses and as will be disclosed in the Prospectus towards Issue Expenses, including, without limitation: (A) (i) fees, advisory fees, incentives, commissions, brokerage and out of pocket expenses (fixed and variable) payable to the Members of the Syndicate in terms of the respective engagement letters, the Issue Agreement, the Syndicate Agreement and the Underwriting Agreement (including BRLMs underwriting commission, selling commission), (ii) fees and expenses payable to the BRLMs in accordance with the Engagement Letter and the Issue Agreement; (iii) fees and expenses payable to the legal counsels to the Company, and the BRLMs; (iv) fees payable as follows: processing fees and bidding charges for the Members of the Syndicate, SCSBs, Registered Brokers, Collecting Depository Participants, RTAs, Sponsor Banks as mentioned in the Syndicate Agreement; and (v) and any other expenses in connection with the Issue, including bidding charges, advertising and marketing expenses for the Issue, other expenses, listing fees, SEBI filing fees, BSE & NSE processing fees, book building software fees, other regulatory expenses, printing and stationery expenses, fees payable to other advisors to the Issue, and miscellaneous expenses (collectively referred to as the “Issue Expenses”), for onward depositing by the post-Issue BRLM (on behalf of the BRLMs) to the Indian revenue authorities, at such rate as may be prescribed under Applicable Law, the amount of which shall be confirmed by a certificate in writing provided by a reputable chartered accountant appointed by the Company, until such time and subsequent to receipt of final listing and trading approvals from Stock Exchanges; (a) as the BRLMs instruct the Public Issue Account Bank, in the form specified in Schedule VA with respect to (A)(i) and (A)(ii) above, with a copy to the Company; and (b) the Company and BRLMs instructs the Public Issue Account Bank, in the form specified in Schedule VB with respect to (A)(iii), (A)(iv) and (A)(v) above. It is clarified that the CA Tax Certificate shall be provided to the BRLMs immediately upon Allotment, and prior to receipt of listing and trading approvals for the Equity Shares on the Stock Exchanges. Notwithstanding anything to the contrary in this Agreement, each of the Parties hereby agrees that the BRLMs will not have any responsibility, obligation or liability whatsoever, directly or indirectly, with regard to Withholding Amounts. The Company agrees that the BRLMs shall not be liable in any manner whatsoever to the Company for any failure or delay in collection, payment or deposit of the whole or any part of any amount due as tax deducted at source in relation to the Issue. (b) On the receipt of final listing and trading approvals from the Stock Exchanges and the CA Tax Certificate, (A) the BRLMs shall, by one or more instructions, in the form specified in Schedule VA with a copy to the Company instruct the Public Issue Account Bank of the amount of the payment towards the Issue Expenses under sub- clauses (a)(A)(i) and (a)(A)(ii) of Clause 3.2.3.2 (to the extent such amounts have not been paid by the Company) and Security Transaction Tax; and (B) the Company shall, by one or more instructions, in the form specified in Schedule VB with a copy to the BRLMs, instruct the Public Issue Account Bank of the amount of the payment towards the Issue Expenses under sub-clauses (a)(A)(iii), (a)(A)(iv) and (a)(A)(v) of Clause

Appears in 1 contract

Sources: Escrow and Sponsor Bank Agreement