Common use of Completion of the Offer Clause in Contracts

Completion of the Offer. 3.2.3.1. In the event of the completion of the Offer: (i) The Registrar shall, on or prior to the Designated Date in writing: (a) along with the Book Running Lead Managers, intimate the Bankers to the Offer in the form provided in Schedule I hereto, the Designated Date (with a copy to the Company and the Selling Shareholders) 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 Offer Account; (b) intimate the SCSBs and the Sponsor Banks in writing (in the form provided in Schedule II) (with a copy to the Company, the Selling Shareholders and the Book Running Lead Managers) of the Designated Date, and provide the SCSBs and the Sponsor Banks with the written details of the 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 Offer 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 UPI Bidders’ accounts to the Public Offer Account and the remaining funds, if any, will be unblocked to the UPI Bidder or its bank. 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 Offer Account and the remaining funds, if any, will be unblocked without any manual intervention by the Bidder or the SCSBs. The amounts paid by the underwriters or any other person pursuant to their underwriting obligations in terms of the Underwriting Agreement. The 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 the Selling Shareholders) with the written details of the Bid Amounts that have to be transferred to the Public Offer Account as well as Surplus Amounts that are required to be unblocked. The amounts to be unblocked and transferred to the Public Offer Account by the SCSBs (including the UPI Bidders’ banks on raising of debit/ collect requests by the Sponsor Bank) represent Bids from ASBA Bidders that have received confirmed allocation in respect of the Equity Shares in the Offer. 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 Registrar and the Book Running Lead Managers, 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, 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 Offer Account on the Designated Date. The Surplus Amount, if any, shall be transferred from the Escrow Account to the Refund Bank on the basis of written instructions of the Registrar and the Book Running Lead Managers (with notice to the Company and the Selling Shareholders) in accordance with the Schedule III and procedure specified in this Agreement, relevant circulars issued by SEBI, the Red ▇▇▇▇▇▇▇ Prospectus and the Prospectus. 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 UPI Streamlining Circular) and, immediately upon such transfer, the Refund Bank shall intimate the Book Running Lead Managers and the Company of such transfer, with a copy to the Selling Shareholders. In the event such transfers are unable to be completed on the same Working Day, such instructions issued by the Registrar (as the case maybe) to the Escrow Collection Bank, and by the Registrar and the Book Running Lead Managers to the SCSBs or the Sponsor Banks, as applicable, shall be valid for the next Working Day. Immediately upon the transfer of the amounts to the Public Offer Account or the Refund Account, the relevant Banker to the Offer shall appropriately confirm the same to the Registrar and the Book Running Lead Managers (with a copy to the Company and the Selling Shareholders). (ii) In relation to amounts lying to the credit of the Public Offer Account, the Bidders or the underwriters shall have no beneficial interest therein save as provided under this Agreement or Applicable Laws. 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

Appears in 2 contracts

Sources: Cash Escrow and Sponsor Bank Agreement, Cash Escrow and Sponsor Bank Agreement

Completion of the Offer. 3.2.3.1. In 3.2.3.1 The Book Running Lead Managers shall, after filing the event Red ▇▇▇▇▇▇▇ Prospectus with the RoC and prior to the Anchor Investor Bidding Date, and upon receipt of such information from the Company and the Selling Shareholders, intimate in writing in the prescribed form (specified in Annexure D) the Anchor Investor Bidding Date, the Bid/Offer Opening Date and the Bid/Offer Closing Date to the Bankers to the Offer and the Registrar (with a copy to the Company and each of the completion of the Offer:Selling Shareholders). (i) 3.2.3.2 The Registrar Registrar, shall, on or prior to the Designated Date Date, in writing: , (a) intimate to the Escrow Collection Bank, Public Offer Account Bank and Refund Bank (with a copy to the Company and each of the Selling Shareholders), the Designated Date and provide the Escrow Collection Bank with, details in the form specified in Annexure E (i) along with the Book Running Lead Managers, intimate the Bankers to the Offer in the form provided in Schedule I hereto, the Designated Date (with a copy to the Company and the Selling Shareholders) and provide the written details of the Bid Amounts amounts that are to be transferred from the Escrow Accounts to the Public Offer Account, (including ii) the written details of amounts, if any, paid by the underwriters Underwriters or any other person pursuant to any underwriting obligations in terms of the Underwriting AgreementAgreement to be transferred to the Public Offer Account, and (iii) relating to Bids the written details of the Surplus Amounts, if any, 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 Offer 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, the Selling Shareholders and the Book Running Lead ManagersManagers and each of the Selling Shareholders) of the Designated Date, and provide the SCSBs and the Sponsor Banks with the written details of the amounts that have to be unblocked and transferred from the ASBA Accounts including the accounts blocked through the UPI mechanismMechanism, as applicable, to the Public Offer Account, in the form specified in Annexure E (I). 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 UPI Bidders’ accounts to the Public Offer Account and the remaining funds, if any, will be unblocked to the UPI Bidder or its bank. 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 Offer Account based on the finalised basis of allotment and the remaining funds, if any, will be unblocked without any manual intervention by the Bidder or the SCSBsunblocked. The amounts paid by Refund Bank shall ensure the underwriters or any other person pursuant to their underwriting obligations in terms transfer of the Underwriting Agreement. The Registrar shall also, on or prior Surplus Amounts to the Designated Date provide account of the SCSBs Beneficiaries and immediately upon such transfer, the Sponsor Banks (with a copy to Refund Bank shall intimate the Book Running Lead Managers, the Company and each of the Selling Shareholders) with Shareholders of such transfer. The Sponsor Bank shall be responsible for sharing the written details of the Bid Amounts that have to be unblocked and transferred from the ASBA Accounts to the Public Offer Account as well as Surplus Amounts that are required to be unblockedwith the Bidder’s banks. The amounts to Surplus Amount shall be unblocked and transferred to the Public Offer Refund Account by at the SCSBs (including the UPI Bidders’ banks on raising of debit/ collect requests by the Sponsor Bank) represent Bids from ASBA Bidders that have received confirmed allocation in respect of the Equity Shares in the Offer. 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 Registrar and the Book Running Lead Managers, 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, 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 Offer Account on the Designated Date. The Surplus Amount, if any, shall be transferred from the Escrow Account to the Refund Bank on the basis of written instructions of the Registrar and the Book Running Lead Managers BRLMs (with notice to the Company and each of the Selling Shareholders) in accordance with the Schedule III and procedure specified in this Agreement, relevant circulars issued by SEBI, the Red ▇▇▇▇▇▇▇ Prospectus, Prospectus and the Prospectusthis Agreement. 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 Law (including Including the UPI Streamlining CircularSEBI Master Circular SEBI/HO/MIRSD/POD-1/P/CIR/2023/70 dated May 17, 2023) and, immediately upon such transfer, the Refund Bank shall intimate the Book Running Lead Managers BRLMs and the Company of such transfer, with a copy to the Selling Shareholders. In the event such transfers are unable to be completed on the same Working Day, such instructions issued by the Registrar and BRLMs (as the case maybe) to the Escrow Collection Bank, and by the Registrar and the Book Running Lead Managers to the SCSBs or the Sponsor BanksBanks (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 The amounts to be transferred to the Public Offer Account by the Escrow Collection Bank represent Bids from Anchor Investors that have received confirmed allocation in respect of the Equity Shares in the Offer 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 unblocked and transferred to the Public Offer 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 that have received confirmed allocation in respect of the Equity Shares in the Offer. 3.2.3.3 On the Designated Date, the Escrow Collection Bank, the Sponsor Banks and the SCSBs, on receipt of details under Clause 3.2.3.2 from the Registrar and the Book Running Lead Managers, shall, within Banking Hours on the same Working Day, transfer the amounts lying to the credit of the Escrow Accounts, amounts blocked in the ASBA Accounts in relation to the Bids by Allottees to the Public Offer Account and the Surplus Amount to the Refund Account in accordance with this Agreement. Immediately upon the transfer of the amounts to the Public Offer Account or and the Refund Account, the relevant Banker to Escrow Collection Bank, the Public Offer Account Bank and the Refund Bank shall appropriately confirm the same such transfer to the Registrar and the Book Running Lead Managers (with a copy to the Company and each of the Selling Shareholders). (ii) In . Thereupon, in relation to such amounts lying to the credit of the Public Offer Account, the Bidders or the underwriters Underwriters (or any other person pursuant to any underwriting obligation), as the case may be, shall have no beneficial interest therein save as provided under this Agreement or under Applicable LawsLaw. For the avoidance of doubt, it is clarified that the Bidders or the underwriters Underwriters or any other person, as the case may be, shall continue to be the Beneficiaries in relation to any Surplus Amount and subject to receipt of the Surplus Amountlisting and trading approvals, the Company and each of the Selling Shareholders except to the extent of Offer Expenses payable out of the Offer proceeds in accordance with the provisions of this Agreement, the Fee Letter, the Syndicate Agreement, the Underwriting Agreement and Offer Agreement, shall be the Beneficiaries in respect of their respective portions of the balance amount. 3.2.3.4 The Book Running Lead Managers are hereby jointly 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 Offer Account and the Refund Account, as applicable. 3.2.3.5 It is hereby clarified that until the receipt of final listing and trading approvals from the Stock Exchanges followed by written instructions from the Book Running Lead Managers, the Company or the Selling Shareholders, as applicable, in accordance with this Agreement, the Public Offer Account Bank shall not transfer any monies from the Public Offer Account to the bank accounts of the Company or the Selling Shareholders. The Bidders shall have no beneficial interest therein save in relation to the amounts that are due to be refunded to them in terms of the Red ▇▇▇▇▇▇▇ Prospectus and the Prospectus, this Agreement and Applicable Law. 3.2.3.6 Notwithstanding anything stated in this Agreement, the Company will ensure the Offer Expenses shall be paid to the respective intermediaries upon receipt of the final listing and trading approvals from the Stock Exchanges in accordance with Clause 3.2.3.9 of this Agreement. 3.2.3.7 The Company will make the payment only to the Sponsor Banks 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 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. 3.2.3.8 The Registrar shall, within one (1) Working Days from the Bid/Offer Closing Date intimate the Book Running Lead Managers (with a copy to the Company and each of the Selling Shareholders) (in the format as specified in Annexure F(I)), the aggregate amount of commission payable to the SCSBs, Registered Brokers, the RTAs the CDPs and collecting registrar and transfer agents 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 Offer, as calculated by the Registrar, shall be transferred by the Company, including on behalf of the Selling Shareholders, to the Stock Exchanges, prior to the receipt of final listing and trading approvals 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, to the extent referred to and rescinded by SEBI Master Circular SEBI/HO/MIRSD/POD-1/P/CIR/2023/70 dated May 17, 2023. 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 extent referred to and rescinded by SEBI Master Circular SEBI/HO/MIRSD/POD-1/P/CIR/2023/70 dated May 17, 2023, with a copy to the Company and each of the Selling Shareholders. Further, the Company shall ensure commission to the RTAs and CDPs, as calculated by the Registrar, shall be paid in accordance with this Agreement, including on behalf of the Selling Shareholders, as applicable, after receipt of invoices from the respective RTAs and CDPs, as the case may be, as per Applicable Law. 3.2.3.9 Notwithstanding anything stated in this Agreement, in respect of the amounts lying to the credit of the Public Offer Account, the following specific provisions shall be applicable: (i) Each of the Company and the Selling Shareholders, severally and not jointly agree that not less than such amounts as may have been estimated towards Offer related expenses and as will be disclosed in the Prospectus and in accordance with Clause 18 of the Offer Agreement towards Offer expenses, including, without limitation (a) fees, advisory fees, incentives, commissions, brokerage and out of pocket expenses (fixed and variable) payable to the Book Running Lead Managers and the members of the Syndicate in terms of the Fee Letter, the Offer Agreement, the Syndicate Agreement and the Underwriting Agreement, (b) securities transaction tax in respect of the Offer for Sale, for onward depositing by the Book Running Lead Managers to the Indian revenue authorities, at such rate as may be prescribed under Applicable Law as per the certificate(s) provided by a reputable chartered accountant (such certificate should come in the form subscribed as Schedule I) appointed by the Company, on behalf of the Selling Shareholders, to the extent of their respective Offered Shares, (such amount as “Securities Transaction Tax” or “STT”) and any other taxes as applicable; (c) fees and expenses payable to the legal counsels to the Company and the Book Running Lead Managers; (d) ASBA processing fees payable to the SCSBs, Registered Brokers, Collecting Depository Participants and RTAs as mentioned in the Syndicate Agreement; and (e) and any other expenses in connection with the Offer, including road show expenses, advertisement, media and other expenses (collectively referred to as the “Offer Expenses”), will be retained in the Public Offer Account until such time as the Book Running Lead Managers instruct the Public Offer Account Bank, in the form specified in Annexure F with respect to (a), (c), (d) and (e) above with a copy to the Company and each of the Selling Shareholders. The Book Running Lead Managers shall instruct the Public Offer Account Bank, in the form specified in Schedule II with respect to (b) above, with a copy to the Company and the Selling Shareholders. Subject to Applicable Law, each of the Company and each of the Selling Shareholders has agreed to share the costs and expenses (including all applicable taxes, except STT which shall be borne by the respective Selling Shareholders) directly attributable to the Offer (excluding listing fees, audit fees of the Statutory Auditors and expenses for any corporate advertisements, i.e. any corporate advertisements consistent with past practices of the Company (other than the expenses relating to marketing and advertisements undertaken in connection with the Offer) that will be borne by the Company), based on the proportion of the Equity Shares allotted by the Company in the Fresh Issue and sold by the respective Selling Shareholders in the Offer for Sale, in accordance with the Offer Agreement. Upon successful completion of the Offer and the receipt of listing and trading approvals from the Stock Exchanges, a list and bifurcation of all fees and expenses (along with relevant documents and backups) in accordance with Applicable Law and the terms of this Offer Agreement shall be shared by the Company with each of the Selling Shareholders. Based on the list, the payment of all fees and expenses shall be made directly from the Public Offer Account. Any expenses paid by the Company on behalf of Selling Shareholders in the first instance will be reimbursed to the Company, directly from the Public Offer Account in accordance with the Offer Agreement. The Parties hereby agree that the instructions from the BRLMs in the form specified in Annexure F shall be provided only upon completion of the bifurcation of expenses as set out above. Notwithstanding anything contained herein or in any other documentation relating to the Offer, it is also clarified that, in the event that the Offer is withdrawn or not completed for any reason, subject to Applicable Laws, all the costs and expenses (including all applicable taxes) with respect to the Offer shall be shared by the Company and each of the Selling Shareholders, based on the proportion of the Equity Shares that was proposed to be offered by the Company in the Fresh Issue and proposed to be sold by the respective Selling Shareholders in the Offer for Sale. The Company, on behalf of the Selling Shareholders, shall, immediately upon Allotment and prior to receipt of approvals for listing and trading on the Stock Exchanges, provide the Book Running Lead Managers a certificate in form as prescribed in Schedule I, from a reputable chartered accountant, as agreed by the Book Running Lead Managers in writing, confirming the amount of (i) Securities Transaction Tax for onward depositing by the post-Offer Lead Manager (on behalf of the Selling Shareholder) to the Indian revenue authorities, and/or (ii) withholding amounts, if any in connection with the Offer for onward depositing by the Company (on behalf of the Selling Shareholder) to the Indian revenue authorities, at such rate as may be prescribed under Applicable Law, if any, payable in connection with the Offer (the “CA Tax Certificate”). Notwithstanding anything contained in this Agreement, each of the Parties hereby agree that the members of Syndicate will not have any responsibility, obligation or liability whatsoever, directly or indirectly, with regard to any calculation and subject payment of STT (except the onward depositing of STT to Clausethe Indian revenue authorities), withholding tax, capital gains tax or tax deducted at source or any similar obligations in relation to proceeds realized from the Offer. The Company must ensure that the Book Running Lead Managers are provided with the CA Tax Certificate. Each of the Selling Shareholders must ensure the correctness of the details in the CA Tax Certificate, solely to the extent of its number of Offered Shares that are sold in the Offer. Each of the Selling Shareholders, to the extent applicable to itself, acknowledge and accept that the amount of applica

Appears in 1 contract

Sources: Escrow and Sponsor Bank Agreement

Completion of the Offer. 3.2.3.1. In If the event of Red ▇▇▇▇▇▇▇ Prospectus does not specify the completion of Anchor Investor Bid/ Offer Period, the Offer: (i) The Registrar BRLMs shall, on or after filing the Red ▇▇▇▇▇▇▇ Prospectus with the RoC and prior to the Designated Date in writing: (a) along with Anchor Investor Bid/ Offer Period, and upon receipt of such information from the Book Running Lead ManagersCompany, intimate in writing (in the Bankers form specified in Annexure D) the Anchor Investor Bid/Offer Period, the Bid/Offer Opening Date and the Bid/Offer Closing Date to the Escrow Collection Bank, the Public Offer Account Bank, the Refund Bank, the Sponsor Banks and the Registrar to the Offer in the form provided in Schedule I hereto, the Designated Date (with a copy to the Company and the Promoter Selling ShareholdersShareholder). The Registrar to the Offer, shall, on or prior to the Designated Date, in writing, (a) along with the BRLMs, intimate to the Escrow Collection Bank, the Public Offer Account Bank and the Refund Bank (with a copy to the Company and the Promoter Selling Shareholder), the Designated Date and provide the Escrow Collection Bank, the Public Offer Account Bank and the Refund 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 Offer 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 E; and (b) intimate the SCSBs and the Sponsor Banks in writing (in the form provided in Schedule II) (with a copy to the CompanyBRLMs, the Selling Shareholders Company and the Book Running Lead ManagersPromoter Selling Shareholder) of (in the form specified in Annexure F), the Designated Date, and provide the SCSBs and the Sponsor Banks with the written details of the amounts that have are required to be unblocked and transferred from the ASBA Accounts including the accounts blocked through the UPI mechanism, as applicable, Mechanism to the Public Offer AccountAccount as well as Surplus Amounts that are required to be unblocked. 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 UPI Bidders’ accounts to the Public Offer Account and the remaining funds, if any, will be unblocked to the UPI Bidder or its bank. Further, the SCSBs will raise the debit/ 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 Offer 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. The Registrar, the SCSBs and the Sponsor Banks shall ensure that unblocking is completed within two (2) Working Days from the Bid/Offer Closing Date, or such other timelines as may be prescribed under Applicable Law. In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism) exceeding two (2) Working Days from the Bid/ Offer Closing Date or such other period prescribed under Applicable Law, the Bidder or shall be compensated by the intermediary responsible for causing such delay (as determined by the BRLMs, in their sole discretion) in unblocking in accordance with Applicable Law (“Relevant Intermediary”). The Company agrees that the BRLMs are not responsible for unblocking of accounts and any delay in unblocking is the sole responsibility of the SCSBs. It is hereby clarified that the Syndicate shall not be liable in any manner whatsoever for any failure or delay on the part of the Relevant Intermediary in discharging its obligation to compensate the investor for the delay in unblocking of the amounts, as stated above. The amounts to be transferred to the Public Offer Account by the Escrow Collection Bank represent Bids from Anchor Investors that have received confirmed allocation in respect of the Equity Shares in the Offer and amounts, if any, paid by the underwriters Underwriters or any other person pursuant to their any underwriting obligations in terms of the Underwriting Agreement. The 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 the Selling Shareholders) with the written details of the Bid Amounts that have to be transferred to the Public Offer Account as well as Surplus Amounts that are required to be unblocked. The amounts to be unblocked and transferred to the Public Offer Account by the SCSBs (including the UPI Bidders’ banks on raising of debit/ collect requests by the Sponsor Bank) represent Bids from ASBA Bidders Bidders, including Bids received through the UPI Mechanism, that have received confirmed allocation in respect of the Equity Shares in the Offer. 3.2.3.2. The 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) shallSCSBs, on receipt of such details from the Registrar and the Book Running Lead Managersunder Section 3.2.3.1, or on receipt of the debit/collect request from the Sponsor Banks (in case of UPI Bidders Bidding using the UPI Mechanism)shall, as the case may be, as applicable, 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 Offer 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 Bank on the basis of written instructions of the Registrar and the Book Running Lead Managers (with notice to the Company and the Selling Shareholders) Account in accordance with the Schedule III and procedure specified in this Agreement, relevant circulars issued by SEBI, the Red ▇▇▇▇▇▇▇ Prospectus and the Prospectus. 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 UPI Streamlining Circular) and, immediately upon such transfer, the Refund Bank shall intimate the Book Running Lead Managers and the Company of such transfer, with a copy to the Selling ShareholdersOffer Documents. In the event such transfers are unable to be completed on the same Working Day, such instructions issued by the BRLMs and the Registrar (as to the case maybe) Offer to the Escrow Collection Bank, Bank and by the Registrar and to the Book Running Lead Managers Offer to the SCSBs or and the Sponsor Banks, as applicable, Banks shall be valid for the next Working Day. 3.2.3.3. Immediately upon the transfer of the amounts to the Public Offer Account or and the Refund Account, as applicable, the relevant Banker Escrow Collection Bank and the SCSBs shall appropriately confirm transfer of such amounts and the Public Offer Account Bank and Refund Bank shall confirm receipt of such amounts to the Registrar to the Offer shall appropriately confirm the same to the Registrar and the Book Running Lead Managers BRLMs (with a copy to the Company and the Promoter Selling ShareholdersShareholder). . Thereupon, in relation to such amounts transferred to the Public Offer Account, the Bidders or the Underwriters (ii) or any other person pursuant to any underwriting obligation), as the case may be, shall have no beneficial interest therein save as provided under Applicable Law. For the avoidance of doubt, the Bidders or the Underwriters or any other person, as the case may be, shall continue to be the Beneficiaries in relation to any Surplus Amount and subject to the terms of this Agreement and the receipt of the final listing and trading approvals, the Company and the Promoter Selling Shareholder shall be the Beneficiaries in respect of their respective portions of the 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 Registrar, the BRLMs, the Company and the Promoter Selling Shareholder of such transfer. 3.2.3.4. The BRLMs are hereby severally 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 Offer Account and the Refund Account, as applicable. 3.2.3.5. It is hereby clarified that until the receipt of final listing and trading approvals from the Stock Exchanges, the Public Offer Account Bank shall not transfer any monies from the Public Offer Account to the bank accounts of the Company or the Promoter Selling Shareholder, prior to receipt of written instructions from the BRLMs in accordance with Section 3.2.3.8(iv) below. 3.2.3.6. Notwithstanding anything stated in this Agreement, the Company (on behalf of itself and the Promoter Selling Shareholder) hereby agrees that it shall take all necessary actions to ensure that the Offer expenses, including the lead management fees, advisory fees, commissions, brokerage, incentives and expenses payable by the Company and the Promoter Selling Shareholder to the members of the Syndicate under the Other Agreements shall be paid upon receipt of the final listing and trading approvals from the Stock Exchanges in accordance with the provisions of this Agreement, the Offer Agreement, the Engagement Letter, Syndicate Agreement and Underwriting Agreement. 3.2.3.7. The Registrar to the Offer shall, within one (1) Working Day from the Bid/Offer Closing Date, in writing (in the form specified in Annexure G hereto), intimate the BRLMs (with a copy to the Company and the Promoter Selling Shareholder), the aggregate amount of commission payable to the SCSBs, Registered Brokers, the RTAs and the CDPs as calculated by the Registrar to the Offer. 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 the Stock Exchanges. The fees payable to the Sponsor Banks for services provided in accordance with Applicable Law, the guidelines issued by the NPCI and terms of this Agreement shall be in accordance with the commercial arrangements agreed between the Company and the respective Sponsor Bank per block created for valid Bid cum Application Forms (plus applicable taxes) using the UPI Mechanism. The Company (on behalf of itself and the Promoter Selling Shareholder) 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 and such other parties as required in connection with the performance of the Sponsor Banks’ duties under the SEBI Regulations and other Applicable Law. The Company shall ensure that the aggregate amount of commission payable to the Registered Brokers, the RTAs and the CDPs as calculated by the Registrar to the Offer, shall be transferred by the Company (on behalf of itself and the Promoter Selling Shareholder) to the Stock Exchanges, the RTAs and the CDPs prior to the receipt of final listing and trading approvals. The Company shall also ensure that (a) the aggregate amount of commission and processing fees payable to the SCSBs and the Sponsor Banks; (b) any amounts payable to the Depositories and the Registrar to the Offer; and (c) any other expenses in connection with the Offer including roadshow expenses, advertisement and media expenses shall be made at the relevant time from the Company’s account. Such amounts shall be adjusted against the amounts to be transferred to the Company and the Promoter Selling Shareholder pursuant to Section 3.2.3.8 (iv) below. Payments to such intermediaries shall be made by the Company (on behalf of itself and the Promoter Selling Shareholder) only after receiving the confirmation from the Registrar that there are no pending complaints pertaining to block/unblock of UPI Bids and receipt of confirmation of completion of unblocking. The SCSBs, the Sponsor Banks and the Registrar to the Offer shall provide the relevant confirmations to the BRLMs in accordance with the applicable UPI Circulars. 3.2.3.8. Notwithstanding anything stated in this Agreement, in respect of the amounts lying to the credit of the Public Offer Account, the Bidders or following specific provisions shall be applicable: (i) The Company and the underwriters Promoter Selling Shareholder agree that out of the amount of the total estimated Offer expenses as will be disclosed in the Prospectus under the section “Objects of the Offer” the following shall have no beneficial interest therein save as provided be retained in the Public Offer Account: (A) lead management fees, advisory fees, incentives, commissions, applicable taxes, brokerage and expenses to the members of the Syndicate under this the Engagement Letter, the Offer Agreement, the Syndicate Agreement or Applicable Laws. For and Underwriting Agreement (when executed), fees and expenses payable to the avoidance of doubt, it is clarified that legal counsel to the Bidders or the underwriters shall continue to be Beneficiaries Company and BRLMs in relation to the Surplus AmountOffer (such items being collectively referred to as, if anythe “Estimated Offer Expenses”); (B) the securities transaction tax required to be collected and deposited by the post-Offer BRLM under Applicable Law in respect of the Offer (the “STT”) for onward depositing by the post- Offer BRLM to the appropriate authorities, in accordance with a certificate in the form of Annexure I (referred to as, the “CA Certificate”) provided by the independent chartered accountant appointed by the Company on behalf of the Promoter Selling Shareholder (the “CA Certificate”); and the Public Offer Account Bank agrees to retain not less than such amounts towards the (A) Estimated Offer Expenses and (B) STT, until a copy of one or more instructions are provided by the BRLMs (in the form prescribed in Annexure H). The Estimated Offer Expenses shall be borne by the Company and the Promoter Selling Shareholder, and the Promoter Selling Shareholder shall reimburse the Company for expenses incurred by the Company in relation to the Offer for Sale on its behalf, in accordance with Section 14 of the Offer Agreement. It is hereby agreed that the Company (on behalf of the Promoter Selling Shareholder) will be responsible for procuring and providing the CA Certificate prior to the date of Allotment, in the form prescribed in Annexure I, confirming, among others, the amount of STT. The Company shall provide a copy of such CA Certificate to each of the BRLMs, the Public Offer Account Bank and the Promoter Selling Shareholder. The Promoter Selling Shareholder shall extend all reasonable assistance to the post-Offer BRLM and provide all such information and documents as may be necessary for the payment of STT by the post-Offer BRLM (on behalf of the BRLMs) and the BRLMs shall not be liable for the computation of the STT. The Company and the Promoter Selling Shareholder acknowledge and accept that the amount of STT, for which instructions will be provided in form specified in Annexure H by the BRLMs will be calculated as per provisions of Section 3.2.3.8 and such amount will be transferred to the post-Offer BRLM(on behalf of the BRLMs) for onward remittance to the Indian income tax/revenue authorities as per the prevailing mechanism under the Applicable Law at the time of the said transfer. (ii) The BRLMs shall (with a copy to the Company and the Promoter Selling Shareholder), following the receipt of the final listing and trading approvals from the Stock Exchanges and the CA Certificate, provide the Public Offer Account Bank (in the form specified in Annexure H), one or more instructions stating details of the amounts to be paid towards STT specified in Section 3.2.3.8(i) above. The Public Offer Account Bank shall, on the same day of the receipt of such instruction from the BRLMs (which shall be provided within Banking Hours), remit such funds to the relevant accounts. (iii) At least two (2) Working Days prior to the Bid/Offer Opening Date, (a) the Promoter Selling Shareholder shall inform the Company and the BRLMs of the details of its bank account; and (b) the Company shall inform the BRLMs of the details of its bank account, to which Net Proceeds from the Offer to which the Company and the Promoter Selling Shareholder are entitled to, are to be transferred, being the balance amount lying in the Public Offer Account after deducting from the Gross Proceeds the aggregate amount of the Estimated Offer Expenses and STT payable by the Company and the Promoter Selling Shareholder, as applicable. (subject to Section 3.2.3.7 above). (iv) Upon the receipt of final listing and trading approvals, the BRLMs shall, subject to retention of amounts provided in Section 3.2.3.8 (i) (which include the Estimated Offer Expenses) (such amounts referred to as “Retained Proceeds”), during Banking Hours, provide the Public Offer Account Bank (with a copy to the Company and the Promoter Selling Shareholder) (in the form specified in Annexure J),on the same Working Day that the final listing and trading approvals are received, instructions stating the amount to be transferred from the Public Offer Account to the bank accounts of the Company and the Promoter Selling Shareholder; and the Public Offer Account Bank shall, on the same day of the receipt of such instruction from the BRLMs, remit the respective amounts. Until such time as instructions are received from the BRLMs in the form specified in Annexure J, the Public Offer Account Bank shall not transfer any amounts from the Public Offer Account to the bank accounts of the Company and the Promoter Selling Shareholder. The Company and the Promoter Selling Shareholder hereby acknowledge and agree that it shall take all necessary action to ensure that the Offer expenses shall be paid to the respective intermediaries immediately upon receipt of the final invoice from the respective intermediaries by the Company and the Promoter Selling Shareholder in accordance with the arrangements/agreements with the relevant intermediary and subject to ClauseApplicable Law. Upon receipt of a confirmation and necessary documentation from the Company in writing to the BRLMs in relation to payment of all Estimated

Appears in 1 contract

Sources: Cash Escrow and Sponsor Bank Agreement

Completion of the Offer. 3.2.3.1. In the event of the completion of the Offer: (ia) The Escrow Collection Bank, Public Offer Account Bank, Refund Bank and Sponsor Banks shall refer to the Red ▇▇▇▇▇▇▇ Prospectus for the Anchor Investor Bid/Offer Period, the Bid / Offer Opening Date and Bid / Offer Closing Date. (b) The Registrar shall, on or prior to the Designated Date in writing: writing (ai) along with the Book Running Lead Managers, intimate provide the Bankers to the Offer in the form provided in Schedule I IV hereto, the of Designated Date (with a copy to the Company and the Selling Shareholders) and provide the written details of the Bid Amounts (including amounts, if any, paid by the underwriters 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 Accounts to the Public Offer Account; ; (bii) intimate the SCSBs and the Sponsor Banks in writing (in the form provided in Schedule IIV) (with a copy to the Company, the Selling Shareholders and the Book Running Lead Managers) of the Designated Date, and provide the SCSBs and the Sponsor Banks with the written details of the amounts that have to be unblocked and transferred from the ASBA Accounts including the accounts blocked through the UPI mechanismMechanism, as applicable, to the Public Offer 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 UPI Bidders’ accounts to the Public Offer Account based on the finalized Basis of Allotment and the remaining funds, if any, will be unblocked to the UPI Bidder or its bank. 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 Offer Account and the remaining funds, if any, will be unblocked bank without any manual intervention by the Bidder or the SCSBsintervention. The amounts paid by the underwriters or any other person pursuant to their underwriting obligations in terms of the Underwriting Agreement. The Registrar shall alsoRegistrar, 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 the Selling Shareholders) with the written details of the Bid Amounts that have to be transferred to the Public Offer Account as well as Surplus Amounts that are required to be unblocked. The amounts to be unblocked and transferred to the Public Offer Account by the SCSBs (including the UPI Bidders’ banks on raising of debit/ collect requests by the Sponsor Bank) represent Bids from ASBA Bidders that have received confirmed allocation in respect of the Equity Shares in the Offer. 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 Registrar and the Book Running Lead Managers, 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, 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 Offer Account on the Designated Date. The Surplus Amount, if any, shall be transferred from the Escrow Account to the Refund Bank on the basis of written instructions of the Registrar and the Book Running Lead Managers (with notice to the Company and the Selling Shareholders) in accordance with the Schedule III and procedure specified in this Agreement, relevant circulars issued by SEBI, the Red ▇▇▇▇▇▇▇ Prospectus and the Prospectus. 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 UPI Streamlining Circular) and, immediately upon such transfer, the Refund Bank shall intimate the Book Running Lead Managers and the Company of such transfer, with a copy to the Selling Shareholders. In the event such transfers are unable to be that unblocking is completed on the same Working Day, such instructions issued by the Registrar (as the case maybe) to the Escrow Collection Bank, and by the Registrar and the Book Running Lead Managers to the SCSBs or the Sponsor Banks, as applicable, shall be valid for the next Working Day. Immediately upon the transfer of the amounts to the Public Offer Account or the Refund Account, the relevant Banker to the Offer shall appropriately confirm the same to the Registrar and the Book Running Lead Managers (with a copy to the Company and the Selling Shareholders). (ii) In relation to amounts lying to the credit of the Public Offer Account, the Bidders or the underwriters shall have no beneficial interest therein save as provided under this Agreement or Applicable Laws. 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 Clausewithin four

Appears in 1 contract

Sources: Cash Escrow and Sponsor Bank Agreement

Completion of the Offer. 3.2.3.1. 3.2.3.1 In the event of the completion of the Offer: (ia) The Escrow Collection Bank, Public Offer Account Bank, Refund Bank and Sponsor Banks shall refer to the Red ▇▇▇▇▇▇▇ Prospectus for the Anchor Investor Bidding Date, the Bid/Offer Opening Date, Bid/Offer Closing Date and on the date on which initiation of refunds (if any, for Anchor Investors) or unblocking of funds from ASBA Account shall take place. (b) The Registrar shall, on or prior to the Designated Date in writing: , (a) along with the Book Running Lead Managers, in the form provided in Schedule IV A, intimate the Bankers to the Offer in the form provided in Schedule I hereto, the Designated Date (with a copy to the Company and the Promoter Selling Shareholders) ), 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 Offer Account, (including ii) amounts, if any, paid by the underwriters 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 Offer Account; , and (iii) 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, the Promoter Selling Shareholders and the Book Running Lead Managers) of ), in the form provided in Schedule IV B, the Designated Date, and provide the SCSBs and the Sponsor Banks with the written details of the 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 Offer Account. The Sponsor Banks shall be responsible for sharing the details of Bid Amounts that have to be transferred to the Public Offer 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/ collect request from the UPI Bidders’ bank accountsrespective ASBA Account and issue necessary instructions, whereupon the funds will be transferred from the UPI Bidders’ accounts such ASBA Account to the Public Offer Account and the remaining funds, if any, will be unblocked to without any manual intervention by the UPI Bidder or its bankthe Sponsor Banks in accordance with the March 2021 Circular read with the June 2021 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 Offer 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 March 2021 Circular, the June 2021 Circular and April 2022 Circular II as applicable) and immediately upon such transfer, the Refund Bank shall intimate the Managers, the Company and the Promoter Selling Shareholders 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 Managers to the Escrow Collection Bank, and by the Registrar and the Managers 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 Offer Account, the Escrow Collection Bank shall appropriately confirm the same to the Registrar and Managers, the Company and the Promoter Selling Shareholders. The amounts to be transferred from the ASBA Account to the Public Offer 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 and UPI Bidders, respectively that have received confirmed allocation in respect of the Equity Shares in the Offer. (c) The amounts to be transferred to the Public Offer Account by the Escrow Collection Bank represent Bids from Anchor Investors that have received confirmed allocation in respect of the Equity Shares in the Offer and amounts, if any, paid by the underwriters Underwriters or any other person pursuant to their any underwriting obligations in terms of the Underwriting Agreement. The 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 the Selling Shareholders) with the written details of the Bid Amounts that have to be transferred to the Public Offer Account as well as Surplus Amounts that are required to be unblocked. The amounts to be unblocked and transferred to the Public Offer Account by the SCSBs (including the relevant UPI Bidders’ banks Bidder’s bank on raising of debit/ debit/collect requests request by the Sponsor BankBanks) represent Bids from ASBA Bidders that have received confirmed allocation in respect of the Equity Shares in the Offer. The . (d) On the Designated Date, the Escrow Collection Bank and the SCSBs (including the UPI Bidder's ’s bank on raising of debit/collect request by the Sponsor Banks) shall, on receipt of such details from the Registrar Managers and the Book Running Lead ManagersRegistrar, 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, as applicable, 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 Offer Account on the Designated DateAccount. The Surplus Amount, if any, Amount shall be transferred from the Escrow Account to the Refund Bank on the basis Account upon receipt of written instructions of the Registrar and the Book Running Lead Managers (with notice to the Company and each of the Promoter Selling Shareholders) in accordance with the Schedule III and procedure specified in this Agreement, relevant circulars issued by SEBI, the Red ▇▇▇▇▇▇▇ Prospectus, Prospectus and the Prospectus. 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 UPI Streamlining Circular) and, immediately upon such transfer, the Refund Bank shall intimate the Book Running Lead Managers and the Company of such transfer, with a copy to the Selling Shareholders. In the event such transfers are unable to be completed on the same Working Day, such instructions issued by the Registrar (as the case maybe) to the Escrow Collection Bank, and by the Registrar and the Book Running Lead Managers to the SCSBs or the Sponsor Banks, as applicable, shall be valid for the next Working Daythis Agreement. Immediately upon the transfer of the amounts to the Public Offer Account or and the Refund AccountBank, the relevant Banker to Escrow Collection Bank, the Public Offer Account Bank and the Refund Bank shall appropriately confirm the same such transfer or receipt, as applicable, to the Registrar and the Book Running Lead Managers (with a copy to the Company and the Promoter Selling Shareholders). (iie) In Thereupon, in relation to amounts lying to the credit of the Public Offer 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 under in this Agreement or under Applicable LawsLaw. 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 Clausethe

Appears in 1 contract

Sources: Cash Escrow and Sponsor Bank Agreement

Completion of the Offer. 3.2.3.1. In the event of the completion of the Offer: (ia) The BRLM shall, after the filing of the Red Herring Prospectus with the RoC and prior to the Anchor Investor Bidding Date, and upon receipt of any requisite information from the Company and the Selling Shareholders, intimate in writing in the form provided in Schedule III hereto, the Anchor Investor Bidding Date and the Bid / Offer Opening Date and Bid / Offer Closing Date to the Escrow Collection Bank, Public Offer Bank, Refund Bank, Sponsor Bank and the Registrar with a copy to the Company and the Selling Shareholders. (b) The Registrar and BRLM shall, on or prior to the Designated Date Date, in writing: (a) along with the Book Running Lead Managers, intimate the Bankers to the Offer in the form provided in Schedule I heretoIV, intimate the Designated Date Escrow Collection Bank (with a copy to the Company and the Selling Shareholders) ), 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 Underwriters or any other person pursuant to any underwriting obligations in terms of the Underwriting Agreement to be transferred to the Public Offer Account and surplus amount to be transferred to the refund account. The amounts to be transferred to the Public Offer Account by the Escrow Collection Bank represent Bids from Anchor Investors that have received confirmed allocation in respect of the Equity Shares in the Offer 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 to be transferred from the Escrow Account . The Registrar, shall on or prior to the Public Offer Account; (b) Designated Date in writing intimate the SCSBs and the Sponsor Banks in writing (in the form provided in Schedule II) Bank (with a copy to the Company, BRLM and the Selling Shareholders and the Book Running Lead Managers) of Shareholders), the Designated Date, and provide the SCSBs and the Sponsor Banks Bank with the written details of the amounts Bid Amounts that have to be unblocked transferred to the Public Offer Account. On the Designated Date, the Escrow Collection Bank, and transferred the SCSBs shall, on receipt of such details from the BRLM and the Registrar, within Banking Hours, transfer the amounts lying to the credit of the Cash Escrow Accounts or blocked in the ASBA Accounts in relation to the successful Bids, to the Public Offer Account. On receipt of the debit file from the Registrar, the Sponsor Bank shall raise the debit request from the RIB’s bank to transfer funds from the RIB’s bank account to the Public Offer Account and for unblocking of the excess funds in the RIB’s bank account. The Sponsor Bank shall be responsible for sharing the details of Bid Amounts that have to be transferred to the Public Offer Account with the Retail Individual Investors’ banks. On the Designated Date, the Escrow Collection Bank, the SCSBs (including the accounts blocked through 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), as applicablewithin Banking Hours, transfer the amounts lying to the credit of the Cash Escrow Accounts or blocked in the ASBA Accounts in relation to the successful Bids, to the Public Offer 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 UPI Bidders’ accounts to the Public Offer Account and the remaining funds, if any, will be unblocked to the UPI Bidder or its bank. 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 RIB’s account to the Public Offer Account and the remaining funds, if any, will be unblocked without any manual intervention by the Bidder RIB or the SCSBsits bank. The amounts paid by Surplus Amount shall be transferred to the underwriters or any other person pursuant to their underwriting obligations in terms Refund Account at the written instructions of the Underwriting Agreement. The Registrar shall also, on or prior to the Designated Date provide the SCSBs and the Sponsor Banks BRLM (with a copy notice to the Book Running Lead Managers, the Company and the Selling Shareholders) in accordance with the written details procedure specified in the Red Herring Prospectus, Prospectus and this Agreement. The Refund Bank shall ensure the transfer of the Bid Surplus Amounts that have to the account of the Beneficiaries upon receipt of written instructions, and, immediately upon such transfer, the Refund Bank shall intimate the BRLM and the Company of such transfer. In the event such transfers are unable to be transferred 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 Bank (who in turn shall give instructions to SCSBs, that are RIBs’ 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 Offer Account as well as Surplus Amounts that are required Account, the Escrow Collection Bank shall appropriately confirm the same to be unblockedthe Registrar and BRLM (with a copy to the Company and the Selling Shareholders). The amounts to be unblocked and transferred from the ASBA Account to the Public Offer Account by the SCSBs (including the UPI Bidders’ banks relevant Retail Individual Bidder’s bank on raising of debit/ debit/collect requests request by the Sponsor Bank) represent Bids from ASBA Bidders that have received confirmed allocation in respect of the Equity Shares in the Offer. 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 Registrar and the Book Running Lead Managers, 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, 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 Offer Account on the Designated Date. The Surplus Amount, if any, shall be transferred from the Escrow Account to the Refund Bank on the basis of written instructions of the Registrar and the Book Running Lead Managers (with notice to the Company and the Selling Shareholders) in accordance with the Schedule III and procedure specified in this Agreement, relevant circulars issued by SEBI, the Red ▇▇▇▇▇▇▇ Prospectus and the Prospectus. 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 UPI Streamlining Circular) and, immediately upon such transfer, the Refund Bank shall intimate the Book Running Lead Managers and the Company of such transfer, with a copy to the Selling Shareholders. In the event such transfers are unable to be completed on the same Working Day, such instructions issued by the Registrar (as the case maybe) to the Escrow Collection Bank, and by the Registrar and the Book Running Lead Managers to the SCSBs or the Sponsor Banks, as applicable, shall be valid for the next Working Day. Immediately upon the transfer of the amounts to the Public Offer Account or the Refund Account, the relevant Banker to the Offer shall appropriately confirm the same to the Registrar and the Book Running Lead Managers (with a copy to the Company and the Selling Shareholders). (iic) In Thereupon, in relation to amounts lying to the credit of the Public Offer Account, the Bidders or Underwriters, as the underwriters case may be shall have no beneficial interest therein except the fees payable to the Underwriters, Syndicate and the BRLM as a part of the Offer Expenses and as save as provided in Section 40 of the Companies Act, 2013 or under this Agreement or Applicable LawsLaw. For the avoidance of doubt, it is clarified that the Bidders or the underwriters Underwriters shall continue to be Beneficiaries in relation to the Surplus Amount, if any, and subject to ClauseClause 3.2.3 and receipt of the final listing and trading approvals, the Selling Shareholders and Company shall be the Beneficiaries in respect of the monies transferred to the Public Offer Account (net of the Offer Expenses and the STT and any applicable taxes). Further, it is hereby clarified that until the receipt of final listing and trading approvals from the Stock Exchanges, the Public Offer Bank shall not transfer the monies due to the Selling Shareholders, net of the Offer Expenses, the STT and any applicable taxes, as applicable, from the Public Offer Account to the respective Selling Shareholder’s bank accounts, as the case may be. The transfer from the Public Offer Account shall be subject to the Public Offer Bank receiving written instructions from the BRLM, in accordance with Clause 3.2.1.1. (d) Notwithstanding anything stated in this Agreement, the Selling Shareholders hereby agree that they shall take all necessary actions, as maybe required, to ensure that the Offer Expenses shall be paid to the BRLM, Syndicate Members and to the legal counsels from the Public Offer Account upon receipt of the final listing and trading approvals from the Stock Exchange in accordance with the provisions of this Agreement, the Fee Letter, Offer Agreement, Syndicate Agreement and Underwriting Agreement. (e) The BRLM and Registrar 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 Cash Escrow Accounts to the Public Offer Account and the Refund Account, as applicable. (f) Notwithstanding anything stated in this Agreement, Selling Shareholders hereby severally agree that they shall take all necessary action to ensure that the STT, withholding tax and applicable tax is retained in the Public Offer Account until instructions are given by the BRLM in accordance with the provisions of this Agreement. (g) The Registrar shall, after the Bid / Offer Closing Date but no later than 1(One) Working Day from the Bid / Offer Closing Date, in the prescribed form (specified in Schedule V hereto), intimate the BRLM (with a copy to the Company and the Selling Shareholders), the aggregate amount of commission payable to the Designated Intermediaries as calculated by the Registrar. For the avoidance of doubt, the quantum of commission payable to the Designated Intermediaries shall be determined in terms of the Syndicate Agreement and the payment of commission to the Registered Brokers will be made to the Stock Exchanges. The Company and the Selling Shareholders shall ensure that the aggregate amount of commission payable to the Registered Brokers and the Sponsor Bank shall be paid from their own account to the Stock Exchanges prior to the receipt of final listing and trading approvals. (h) The fees payable to the Sponsor Bank for services provided under this agreement shall be in accordance with the Applicable Laws, the guidelines issued by the NPCI and terms of this Agreement. The Company and / or the Selling Shareholders 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.

Appears in 1 contract

Sources: Escrow and Sponsor Bank Agreement

Completion of the Offer. 3.2.3.1. 3.2.3.1 In the event of the completion of the Offer: (ia) In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism) exceeding two (2) Working Days from the Bid/ Offer Closing Date, the Bidder shall be compensated as per SEBI guidelines for the entire duration of delay exceeding two (2) Working Days from the Bid/ Offer Closing Date by the intermediary responsible for causing such delay in unblocking. Relevant Intermediaries, identified by the Book Running Lead Managers will be liable to pay compensation to the investor, as applicable. 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 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 Sponsor Bank, SCSBs and the Registrar as specified under the March 16 Circular read with the SEBI RTA Master Circular. (b) The Escrow Collection Bank, Public Offer Account Bank, Refund Bank and Sponsor Banks shall refer to the Red ▇▇▇▇▇▇▇ Prospectus for the Anchor Investor Bidding Date, the Bid / Offer Opening Date and Bid / Offer Closing Date. (c) The Registrar shall, on or prior to the Designated Date in writing: writing (ai) along with the Book Running Lead Managers, intimate provide the Bankers to the Offer (with a copy to the Bank and the Selling Shareholders) in the form provided in Schedule I IV hereto, the Designated Date (with a copy to the Company and the Selling Shareholders) and provide the written details of the Bid Amounts (including amounts, if any, paid by the underwriters 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 Offer Account and the details of the Surplus Amounts, if any, that are to be transferred from Escrow Accounts to the Refund Account; , in the form specified; (bii) intimate the SCSBs and the Sponsor Banks in writing (in the form provided in Schedule IIV) (with a copy to the CompanyBank, the Selling Shareholders and the Book Running Lead Managers) of the Designated Date, and provide the SCSBs and the Sponsor Banks with the written details of the 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 Offer 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 UPI Bidders’ accounts to the Public Offer Account based on the finalized basis of allocation and the remaining funds, if any, will be unblocked to the UPI Bidder or its bank. 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 Offer Account and the remaining funds, if any, will be unblocked bank without any manual intervention by the Bidder or the SCSBsintervention. The amounts paid by the underwriters or any other person pursuant to their underwriting obligations in terms of the Underwriting Agreement. The Registrar shall alsoRegistrar, 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 the Selling Shareholders) with the written details of the Bid Amounts that have to be transferred to the Public Offer Account as well as Surplus Amounts that are required to be unblocked. The amounts to be unblocked and transferred to the Public Offer Account by the SCSBs (including the UPI Bidders’ banks on raising of debit/ collect requests by the Sponsor Bank) represent Bids from ASBA Bidders that have received confirmed allocation in respect of the Equity Shares in the Offer. 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 Registrar and the Book Running Lead Managers, 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, 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 Offer Account on the Designated Date. The Surplus Amount, if any, shall be transferred from the Escrow Account to the Refund Bank on the basis of written instructions of the Registrar and the Book Running Lead Managers (with notice to the Company and the Selling Shareholders) in accordance with the Schedule III and procedure specified in this Agreement, relevant circulars issued by SEBI, the Red ▇▇▇▇▇▇▇ Prospectus and the Prospectus. 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 UPI Streamlining Circular) and, immediately upon such transfer, the Refund Bank shall intimate the Book Running Lead Managers and the Company of such transfer, with a copy to the Selling Shareholders. In the event such transfers are unable to be that unblocking is completed on the same Working Day, such instructions issued by the Registrar (as the case maybe) to the Escrow Collection Bank, and by the Registrar and the Book Running Lead Managers to the SCSBs or the Sponsor Banks, as applicable, shall be valid for the next Working Day. Immediately upon the transfer of the amounts to the Public Offer Account or the Refund Account, the relevant Banker to the Offer shall appropriately confirm the same to the Registrar and the Book Running Lead Managers (with a copy to the Company and the Selling Shareholders). (ii) In relation to amounts lying to the credit of the Public Offer Account, the Bidders or the underwriters shall have no beneficial interest therein save as provided under this Agreement or Applicable Laws. 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 Clauselater than 4:00

Appears in 1 contract

Sources: Cash Escrow and Sponsor Bank Agreement

Completion of the Offer. 3.2.3.1. 3.2.3.1 In the event of the completion of the Offer: (ia) The Bankers to the Offer shall refer to the Red ▇▇▇▇▇▇▇ Prospectus for the Anchor Investor Bidding Date, the Bid/Offer Opening Date, Bid/Offer Closing Date and on the date on which initiation of refunds (if any, for Anchor Investors) or unblocking of funds from ASBA Account shall take place. (b) The Registrar shall, on or prior to the Designated Date in writing: , (a) along with the Book Running Lead ManagersBRLMs, in the form provided in Schedule IV A, intimate the Bankers to the Offer in the form provided in Schedule I hereto, the Designated Date (with a copy to the Company and the Selling Shareholders) ), 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 Offer Account, (including ii) amounts, if any, paid by the underwriters 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 Offer Account; , and (iii) 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, the Selling Shareholders and the Book Running Lead Managers) of BRLMs), in the form provided in Schedule IV B, the Designated Date, and provide the SCSBs and the Sponsor Banks with the written details of the 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 Offer Account. The Sponsor Banks shall be responsible for sharing the details of Bid Amounts that have to be transferred to the Public Offer 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/ collect request from the UPI Bidders’ bank accountsrespective ASBA Account and issue necessary instructions, whereupon the funds will be transferred from the UPI Bidders’ accounts such ASBA Account to the Public Offer Account and the remaining funds, if any, will be unblocked to without any manual intervention by the UPI Bidder or its bankthe Sponsor Banks in accordance with the March 2021 Circular read with the June 2021 Circular, April 2022 Circular II and August 2023 Circular, 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 Offer 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 March 2021 Circular, the June 2021 Circular and April 2022 Circular II as applicable) and immediately upon such transfer, the Refund Bank shall intimate the BRLMs, the Company and the Selling Shareholders 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 Offer Account, the Escrow Collection Bank shall appropriately confirm the same to the Registrar and BRLMs, the Company and the Selling Shareholders. The amounts to be transferred from the ASBA Account to the Public Offer 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 and UPI Bidders, respectively that have received confirmed allocation in respect of the Equity Shares in the Offer. (c) The amounts to be transferred to the Public Offer Account by the Escrow Collection Bank represent Bids from Anchor Investors that have received confirmed allocation in respect of the Equity Shares in the Offer and amounts, if any, paid by the underwriters Underwriters or any other person pursuant to their any underwriting obligations in terms of the Underwriting Agreement. The 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 the Selling Shareholders) with the written details of the Bid Amounts that have to be transferred to the Public Offer Account as well as Surplus Amounts that are required to be unblocked. The amounts to be unblocked and transferred to the Public Offer Account by the SCSBs (including the relevant UPI Bidders’ banks Bidder’s bank on raising of debit/ debit/collect requests request by the Sponsor BankBanks) represent Bids from ASBA Bidders that have received confirmed allocation in respect of the Equity Shares in the Offer. The . (d) On the Designated Date, the Escrow Collection Bank and the SCSBs (including the UPI Bidder's ’s bank on raising of debit/collect request by the Sponsor Banks) shall, on receipt of such details from the Registrar BRLMs and the Book Running Lead ManagersRegistrar, 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, as applicable, 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 Offer Account on the Designated DateAccount. The Surplus Amount, if any, Amount shall be transferred from the Escrow Account to the Refund Bank on the basis Account upon receipt of written instructions of the Registrar and the Book Running Lead Managers BRLMs (with notice to the Company and each of the Selling Shareholders) in accordance with the Schedule III and procedure specified in this Agreement, relevant circulars issued by SEBI, the Red ▇▇▇▇▇▇▇ Prospectus, Prospectus and the Prospectus. 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 UPI Streamlining Circular) and, immediately upon such transfer, the Refund Bank shall intimate the Book Running Lead Managers and the Company of such transfer, with a copy to the Selling Shareholders. In the event such transfers are unable to be completed on the same Working Day, such instructions issued by the Registrar (as the case maybe) to the Escrow Collection Bank, and by the Registrar and the Book Running Lead Managers to the SCSBs or the Sponsor Banks, as applicable, shall be valid for the next Working Daythis Agreement. Immediately upon the transfer of the amounts to the Public Offer Account or and the Refund AccountBank, the relevant Banker to Escrow Collection Bank, the Public Offer Account Bank and the Refund Bank shall appropriately confirm the same such transfer or receipt, as applicable, to the Registrar and the Book Running Lead Managers BRLMs (with a copy to the Company and the Selling Shareholders). (iie) In Thereupon, in relation to amounts lying to the credit of the Public Offer 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 under in this Agreement or under Applicable LawsLaw. For the avoidance of doubt, it is clarified that (i) the Bidders or Underwriters or any other person, as the underwriters case may be, shall continue to be Beneficiaries in relation to the Surplus Amount, if any, and subject to ClauseClause 3.2.2.1 and (ii) upon receipt of the final listing and trading approvals, the Company (to the extent of the proceeds received in lieu of the Allotment of Equity Shares by the Company pursuant to the Fresh Issue as set out in Annexure D) and the Selling Shareholders (to the extent of the proceeds received in lieu of the transfer of Equity Shares by the Selling Shareholders pursuant to the Offer for Sale), except to the extent of Offer Expenses payable out of the Offer proceeds attributable to the Company and the Selling Shareholders, respectively, shall be the Beneficiaries in respect of their respective portions of the balance amount. Further, it is hereby clarified that until the receipt of final listing and trading approvals from the Stock Exchanges, the Public Offer Account Bank shall not transfer the monies due to the Company and the Selling Shareholders, as applicable, net of the Retained Proceeds (as defined below) and retention as specified in Clause 3.2.3.2(a) below from the Public Offer Account to the Company’s and the Selling Shareholders’ bank accounts, as applicable. The transfer from the Public Offer Account shall be subject to the Public Offer Account Bank receiving written instructions from the BRLMs, in accordance with Clause 3.2.

Appears in 1 contract

Sources: Cash Escrow and Sponsor Bank Agreement

Completion of the Offer. 3.2.3.1. In the event of the completion of the Offer: (ia) The Escrow Collection Bank, Public Offer Account Bank, Refund Bank and Sponsor Banks shall be intimated in writing in the form attached hereto as Schedule IIIa for the Anchor Investor Bidding Date, the Bid/Offer Opening Date and Bid/Offer Closing Date. (b) The Registrar shall, on or prior to the Designated Date in writing: writing (ai) along with the Book Running Lead Managers, intimate the Bankers to the Offer in the form provided in Schedule I hereto, the Designated Date (with a copy to the Company and the Selling Shareholders) and provide the written details of the Bid Amounts (including amounts, if any, paid by the underwriters 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 Offer Account; ; (bii) intimate the SCSBs and the Sponsor Banks in writing (in the form provided in Schedule II) (with a copy to the Company, the Selling Shareholders and the Book Running Lead Managers) of the Designated Date, and provide the SCSBs and the Sponsor Banks with the written details of the 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 Offer 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/ debit/collect request from the UPI Bidders’ bank accounts, whereupon the funds will be transferred from the UPI Bidders’ accounts to the Public Offer Account and the remaining funds, if any, will be unblocked to the UPI Bidder or its bank. FurtherThe Refund Account Bank shall ensure the transfer of the Surplus Amount to the account of the Beneficiaries and immediately upon such transfer, the SCSBs will raise Refund Account Bank shall intimate the debit/ collect request Lead Managers, the Company and the Selling Shareholders of such transfer. The Sponsor Banks shall be responsible for sharing the details of Bid Amounts that have to be unblocked and transferred from the respective ASBA Account and issue necessary instructions, whereupon the funds will be transferred from such ASBA Account Accounts to the Public Offer Account with the UPI Bidders’ banks. The amounts to be transferred to the Public Offer Account by the Escrow Collection Bank represent Bids from Anchor Investors that have received confirmed allocation in respect of the Equity Shares in the Offer and the remaining fundsamounts, if any, will be unblocked without any manual intervention by the Bidder or the SCSBs. The amounts paid by the underwriters Underwriters or any other person pursuant to their underwriting obligations in terms of the Underwriting Agreement. The 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 the Selling Shareholders) with the written details of the Bid Amounts that have to be transferred to the Public Offer Account as well as Surplus Amounts that are required to be unblocked. The amounts to be unblocked and transferred to the Public Offer Account by the SCSBs (including the UPI Bidders’ banks on raising of debit/ debit/collect requests by the Sponsor BankBanks) represent Bids from ASBA Bidders that have received confirmed allocation in respect of the Equity Shares in the Offer. Prior to blocking of Bid Amount for Direct Bank ASBA and Syndicate ASBA Bids, the SCSBs shall (i) ensure and verify that the Permanent Account Number (“PAN”) mentioned in the Bid cum Application Form matches with the PAN linked to the bank account of the Bidder and provided for such ASBA Account, maintained by the SCSBs’ (ii) provide a confirmation on (i) to the Registrar to the Offer along with the final certificate; and (iii) ensure that the PAN linked to the bank account of the Bidders shall be part of the bidding data on the Stock Exchanges platform. The Escrow Collection Bank and the SCSBs (including the UPI Bidder's bank on raising of debit/collect request by the Sponsor Banks) shallSCSBs, on receipt of such details from the Registrar and the Book Running Lead Managers, 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, 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 Offer Account on the Designated Date. The Surplus Amount, if any, shall be transferred from the Escrow Account Accounts to the Refund Bank on the basis of written instructions of the Registrar and the Book Running Lead Managers (with notice to the Company and the Selling Shareholders) in accordance with the Schedule III and procedure specified in this Agreement, relevant circulars issued by SEBI, Agreement and the Red ▇▇▇▇▇▇▇ Prospectus and the Prospectus. 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 UPI Streamlining Circular) and, immediately upon such transfer, the Refund Bank shall intimate the Book Running Lead Managers and the Company of such transfer, with a copy to the Selling Shareholders. In the event such transfers are unable to be completed on the same Working Day, such instructions issued by the Registrar (as the case maybe) to the Escrow Collection Bank, and by the Registrar and the Book Running Lead Managers to the SCSBs or the Sponsor Banks, as applicable, shall be valid for the next Working Day. Immediately upon the transfer of the amounts to the Public Offer Account or the Refund Account, the relevant Banker Bankers to the Offer Offer, as applicable shall appropriately confirm the same to the Registrar and the Book Running Lead Managers (with a copy to the Company and the Selling Shareholders). (iic) In relation to amounts lying to the credit of the Public Offer Account, the Bidders or the underwriters Underwriters shall have no beneficial interest therein save as provided under this Agreement or Applicable Lawsin Section 40 of the Companies Act, 2013. 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 ClauseClause 3.2.3.2. and receipt of the final listing and trading approvals and Allotment, the Company and the Selling Shareholders shall be the beneficiary in respect of the monies transferred to the Public Offer Account. Further, it is hereby clarified that until the receipt of final listing and trading approvals from the Stock Exchanges, the Public Offer Account Bank shall not transfer the monies due to the Company and the Selling Shareholders, net of Offer Expenses and Securities Transaction Tax from the Public Offer Account to the Company’s or the Selling Shareholders’ bank account, prior to receiving written instructions from the Lead Managers, in accordance with ▇▇▇▇▇▇ 3.2.3.2. (d) The Registrar shall, within one (1) Working Day from the Bid/Offer Closing Date, in writing in the prescribed form (specified in Schedule V hereto), intimate the Company, the Selling Shareholders and the Lead Managers, the aggregate amount of commission payable, including applicable taxes, 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 through the Stock Exchanges. The Parties acknowledge that that the aggregate amount of commission payable, including applicable taxes, to the Registered Brokers, the RTAs and the CDPs in relation to the Offer, as calculated by the Registrar, shall be transferred by the Company, including on behalf of the Selling Shareholders, to the Stock Exchanges, prior to the receipt of final listing and trading approvals 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 Bids and upon receipt of confirmation on completion of unblocks from each of the Sponsor Banks, SCSBs and the Registrar as specified under the SEBI Circular No. No. 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, to the extent referred to and rescinded by the SEBI Master Circular SEBI master circular number SEBI/HO/MIRSD/POD-1/P/CIR/2024/37 dated May 7, 2024. The SCSBs, the respective Sponsor Banks and the Registrar shall provide the relevant confirmations to the Lead Managers in accordance with the SEBI Circular SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 to the 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, including on behalf of the Selling Shareholder, after receipt of invoices from the respective RTAs and CDPs, as the case may be. (e) The Company will make the payment only to the Sponsor Banks and the fees payable to each of the Sponsor Banks for services provided in accordance with the November 2018 Circular, the guidelines issued by the NPCI and this Agreement shall be 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. (f) The manner of payment shall be in accordance with the provisions of this Agreement, the Engagement Letter, the Syndicate Agreement, the Underwriting Agreement and Offer Agreement. In the event of any inconsistency in the manner of payment of Offer Expenses between the provisions of this Agreement and any provisions of any other agreements and arrangements, the provisions of this Agreement shall prevail. Notwithstanding anything stated in this Agreement, the Company and Selling Shareholders, hereby acknowledge and agree that it shall take all necessary action to ensure that the Offer Expenses shall be paid to the respective intermediaries (to the extent such expenses are not paid by the Selling Shareholders or the Company on its behalf or the Selling Shareholders) 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. (g) The 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 Offer 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 Offer Account, the following specific provisions shall be applicable: (a) The Company and the Selling Shareholders agree to retain, in the Public Offer Account, not less than such amounts as may have been estimated towards Offer related expenses, including applicable taxes, and as will be disclosed in the Prospectus towards Offer 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 Offer Agreement, the Syndicate Agreement and the Underwriting Agreement, (ii) fees and expenses payable to the Lead Managers in accordance with the Engagement Letter; (iii) fees and expenses payable to the legal counsels to the Company, Selling Shareholders and the Lead Managers; (iv) fees payable to the SCSBs, Collecting Depository Participants, RTAs, Sponsor Banks as mentioned in the Syndicate Agreement; and (v) and any other expenses in connection with the Offer, including printing and stationary expenses, advertising and marketing expenses and other expenses for listing the Equity Shares on Stock Exchanges (collectively referred to as the “Offer Expenses”) and (B) securities transaction tax in respect of the Offer for Sale (the “Securities Transaction Tax”), for onward depositing by the post-Offer Lead Manager (on behalf of the Lead Managers) 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 peer reviewed chartered accountant appointed by the Company, in the format provided in Schedule XI (“CA Tax Certificate”), and (C) the amount to be withheld as the amount required to be deducted and withheld at source or any other such tax that is or may become applicable in respect of the sale of Equity Shares by the Selling Shareholders (for onward depositing with the Indian revenue authorities as per Applicable Law (“Withholding Amount”) and any other tax required to be collected and deposited under Applicable Law in respect of the Offer (together with Withholding Amount, such other taxes are hereinafter referred as, the “Other Taxes”), as identified in the CA Tax Certificate, until such time as the Lead Managers instruct the Public Offer Account Bank. The Selling Shareholders shall extend such reasonable cooperation as may be requested by the post-Offer Lead Manager (on behalf of the other Lead Managers) to deposit the Securities Transaction Tax in a timely manner. The Lead Managers shall instruct the Public Offer Account Bank, in the form specified in Schedule VA with respect to (A)(i), (A)(ii) above, and in relation to estimated expenses with respect to (A)(iii), (A)(iv) and (A)(v), with a copy to the Company and the Selling Shareholders. The Lead Managers shall instruct the Public Offer Account Bank, in the form specified in Schedule VB with respect to the Securities Transaction Tax and other applicable taxes listed in (B) and (C) above, with a copy to the Company and the Selling Shareholders. It is clarified that the CA Tax Certificate shall be provided to the Lead Managers immediately upon Allotment, and prior to receipt of listing and trading approvals for the Equity Shares on the Stock Exchanges. Each of the Company and the Selling Shareholders agrees to share the costs and expenses (including all applicable taxes) directly attributable to the Offer in accordance with Clause 18 of the Offer Agreement read with Clause 7 of the Syndicate Agreement. The Company and the Selling Shareholders acknowledge and accept that (a) the amount of applicable Securities Transaction Tax, for which instructions will be provided in form as specified in Schedule VB will be calculated as per provisions of Clause 3.2.3.2.(a) above and the said amount will be transferred to the post-Offer Lead Manager (on behalf of the Lead Managers) for onward remittance to the Indian income tax/revenue authorities as per the prevailing mechanism under the Applicable Law at the time of the said transfer; and (b) the Securities Transaction Tax shall be deducted solely and exclusively from the proceeds of the Offer for Sale for the purposes of remitting such amount in accordance with the procedure mentioned above. The responsibility for procuring and providing the CA Tax Certificate shall lie upon the Company and the Selling Shareholders shall provide all such information and documents as may be necessary in this regard, and the Lead Managers shall not be liable for the computation of the Securities Transaction Tax. (b) Further on the receipt of final listing and trading approvals from the Stock Exchanges and the CA Tax Certificate, (A) the Lead Managers shall, by one or more instructions, in the form specified in Schedule VA with a copy to the Company, the Selling Shareholders, instruct the Public Offer Account Bank to transfer of Offer Expenses under (A)(i) and (A)(ii) to the relevant Members of the Syndicate, and the estimated amount of the payment towards the Offer Expenses under sub-clauses (A)(iii), (A)(iv) and (A)(v) of Clause 3.2.3.2. (a) to the proceeds account created pursuant to the Monitoring Agency Agreement entered into in relation to the Offer (“Proceeds Account”), (to the extent such amounts have not been paid by the Selling Shareholders or the Company either on behalf of itself or the Selling Shareholders), and the Selling Shareholders authorise the Company to pay their portion of the Issue Expenses on their behalf from the Proceeds Account and (B) the Lead Managers shall, by one or more instructions, in the form specified in Schedule VB with a copy to the Company and the Selling Shareholders, instruct the Public Offer Account Bank of the amount of the payment towards the Securities Transaction Tax and the Other Taxes, and the Public Offer Account Bank shall remit such amounts within one Working Day of receipt of the instruction from the Lead Managers in each case. (c) Until such time that instructions in the form specified in Schedule VA and Schedule VB is received from the Lead Managers, the Public Offer Account Bank shall retain the amounts mentioned in Clause 3.2.3.2. (a) in the Public Offer Account and shall not act on any instruction, including that of the Company other than as provided in Clause 3.2.3.2.(d). The instructions in the forms specified in Schedule VA and Schedule VB shall be binding on the Public Offer 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 on behalf of

Appears in 1 contract

Sources: Share Escrow Agreement

Completion of the Offer. 3.2.3.1. In If the event Red ▇▇▇▇▇▇▇ Prospectus does not specify the Anchor Investor Bid/ Offer Period, the BRLMs shall, after filing the Red ▇▇▇▇▇▇▇ Prospectus with the RoC and prior to the Anchor Investor Bid/ Offer Period, and upon receipt of such information from the completion of Company, intimate in writing (in the form specified in Annexure D) the Anchor Investor Bid/Offer Period, the Bid/Offer Opening Date and the Bid/Offer Closing Date to the Escrow Collection Bank, the Public Offer Account Bank, the Refund Bank, the Sponsor Banks and the Registrar to the Offer (with a copy to the Company). The Registrar to the Offer: (i) The Registrar , shall, on or prior to the Designated Date Date, in writing: , (a) along with the Book Running Lead ManagersBRLMs, intimate the Bankers to the Offer in the form provided in Schedule I heretoEscrow Collection Bank, the Designated Date Public Offer Account Bank and the Refund Bank (with a copy to the Company Company), the Designated Date and provide the Escrow Collection Bank, the Public Offer Account Bank and the Selling ShareholdersRefund Bank with (i) 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 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 Offer 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 E; and (b) intimate the SCSBs and the Sponsor Banks in writing (in the form provided in Schedule II) (with a copy to the Company, the Selling Shareholders BRLMs and the Book Running Lead ManagersCompany) of (in the form specified in Annexure F), the Designated Date, and provide the SCSBs and the Sponsor Banks with the written details of the amounts that have are required to be unblocked and transferred from the ASBA Accounts including the accounts blocked through the UPI mechanism, as applicable, Mechanism to the Public Offer AccountAccount as well as Surplus Amounts that are required to be unblocked. 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 UPI Bidders’ accounts to the Public Offer Account and the remaining funds, if any, will be unblocked to the UPI Bidder or its bank. Further, the SCSBs will raise the debit/ 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 Offer 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. The Registrar, the SCSBs and the Sponsor Banks shall ensure that unblocking is completed within two (2) Working Days from the Bid/Offer Closing Date, or such other timelines as may be prescribed under Applicable Law. In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism) exceeding two (2) Working Days from the Bid/ Offer Closing Date or such other period prescribed under Applicable Law, the Bidder or shall be compensated by the intermediary responsible for causing such delay (as determined by the BRLMs, in their sole discretion) in unblocking in accordance with Applicable Law (“Relevant Intermediary”). The Company agrees that the BRLMs are not responsible for unblocking of accounts and any delay in unblocking is the sole responsibility of the SCSBs. It is hereby clarified that the Syndicate shall not be liable in any manner whatsoever for any failure or delay on the part of the Relevant Intermediary in discharging its obligation to compensate the investor for the delay in unblocking of the amounts, as stated above. The amounts to be transferred to the Public Offer Account by the Escrow Collection Bank represent Bids from Anchor Investors that have received confirmed allocation in respect of the Equity Shares in the Offer and amounts, if any, paid by the underwriters Underwriters or any other person pursuant to their any underwriting obligations in terms of the Underwriting Agreement. The 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 the Selling Shareholders) with the written details of the Bid Amounts that have to be transferred to the Public Offer Account as well as Surplus Amounts that are required to be unblocked. The amounts to be unblocked and transferred to the Public Offer Account by the SCSBs (including the UPI Bidders’ banks on raising of debit/ collect requests by the Sponsor Bank) represent Bids from ASBA Bidders Bidders, including Bids received through the UPI Mechanism, that have received confirmed allocation in respect of the Equity Shares in the Offer. 3.2.3.2. The 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) shallSCSBs, on receipt of such details from the Registrar and the Book Running Lead Managersunder Section 3.2.3.1, or on receipt of the debit/collect request from the Sponsor Banks (in case of UPI Bidders Bidding using the UPI Mechanism)shall, as the case may be, as applicable, 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 Offer 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 Bank on the basis of written instructions of the Registrar and the Book Running Lead Managers (with notice to the Company and the Selling Shareholders) Account in accordance with the Schedule III and procedure specified in this Agreement, relevant circulars issued by SEBI, the Red ▇▇▇▇▇▇▇ Prospectus and the Prospectus. 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 UPI Streamlining Circular) and, immediately upon such transfer, the Refund Bank shall intimate the Book Running Lead Managers and the Company of such transfer, with a copy to the Selling ShareholdersOffer Documents. In the event such transfers are unable to be completed on the same Working Day, such instructions issued by the BRLMs and the Registrar (as to the case maybe) Offer to the Escrow Collection Bank, Bank and by the Registrar and to the Book Running Lead Managers Offer to the SCSBs or and the Sponsor Banks, as applicable, Banks shall be valid for the next Working Day. 3.2.3.3. Immediately upon the transfer of the amounts to the Public Offer Account or and the Refund Account, as applicable, the relevant Banker Escrow Collection Bank and the SCSBs shall appropriately confirm transfer of such amounts and the Public Offer Account Bank and Refund Bank shall confirm receipt of such amounts to the Registrar to the Offer shall appropriately confirm the same to the Registrar and the Book Running Lead Managers BRLMs (with a copy to the Company). Thereupon, in relation to such amounts transferred to the Public Offer Account Bank, the Bidders or the Underwriters (or any other person pursuant to any underwriting obligation), as the case may be, shall have no beneficial interest therein save as provided under Applicable Law. For the avoidance of doubt, the Bidders or the Underwriters or any other person, as the case may be, shall continue to be the Beneficiaries in relation to any Surplus Amount and subject to the terms of this Agreement and the receipt of the final listing and trading approvals, the Company shall be the Beneficiary in respect of the 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 Registrar, the BRLMs and the Company of such transfer. 3.2.3.4. The BRLMs are hereby severally 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 Offer Account and the Refund Account, as applicable. 3.2.3.5. It is hereby clarified that until the receipt of final listing and trading approvals from the Stock Exchanges, the Public Offer Account Bank shall not transfer any monies from the Public Offer Account to the bank account of the Company, prior to receipt of written instructions from the BRLMs in accordance with Section 3.2.3.8(iv) below. 3.2.3.6. Notwithstanding anything stated in this Agreement, the Company hereby agrees that it shall take all necessary actions to ensure that the Offer expenses, including the lead management fees, advisory fees, commissions, brokerage, incentives and expenses payable by the Company to the members of the Syndicate under the Other Agreements shall be paid immediately upon receipt of the final listing and trading approvals from the Stock Exchanges in accordance with the provisions of this Agreement or the Offer Agreement. 3.2.3.7. The Registrar to the Offer shall, within one (1) Working Day from the Bid/Offer Closing Date, in writing (in the form specified in Annexure G hereto), intimate the BRLMs (with a copy to the Company), the aggregate amount of commission payable to the SCSBs, Registered Brokers, the RTAs and the CDPs as calculated by the Registrar to the Offer. 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 the Stock Exchanges. The fees payable to the Sponsor Banks for services provided in accordance with Applicable Law, the guidelines issued by the NPCI and terms of this Agreement shall be in accordance with the commercial arrangements agreed between the Company and the Selling Shareholders)respective Sponsor Bank per block created for valid Bid cum Application Form (plus 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 and such other parties as required in connection with the performance of the Sponsor Banks’ duties under the SEBI Regulations and other Applicable Law. The Company shall ensure that the aggregate amount of commission payable to the Registered Brokers, the RTAs and the CDPs as calculated by the Registrar to the Offer, shall be transferred by the Company to the Stock Exchanges, the RTAs and the CDPs prior to the receipt of final listing and trading approvals. The Company shall also ensure that (a) the aggregate amount of commission and processing fees payable to the SCSBs and the Sponsor Banks; (b) any amounts payable to the Depositories and the Registrar to the Offer; and (c) any other expenses in connection with the Offer including roadshow expenses, advertisement and media expenses shall be made at the relevant time from the Company’s account. Such amounts shall be adjusted against the amounts to be transferred to the Company pursuant to Section 3.2.3.8 (iv) below. Payments to such intermediaries shall be made by the Company only if there are no pending complaints pertaining to block/unblock of UPI Bids and receipt of confirmation of completion of unblocking. The SCSBs, the Sponsor Banks and the Registrar to the Offer shall provide the relevant confirmations to the BRLMs in accordance with the March 16 Circular, the June 2 Circular and the April 20 Circular. (ii) In relation to 3.2.3.8. Notwithstanding anything stated in this Agreement, in respect of the amounts lying to the credit of the Public Offer Account, the Bidders following specific provisions shall be applicable: (i) The Company agrees that out of the amount of the total estimated Offer expenses as will be disclosed in the Prospectus under the section “Objects of the Offer” the following shall be retained in the Public Offer Account: lead management fees, advisory fees, incentives, commissions, applicable taxes, brokerage and expenses to the members of the Syndicate under the Engagement Letter, the Offer Agreement, the Syndicate Agreement and Underwriting Agreement (when executed) (the “Estimated Offer Expenses”); and the Public Offer Account Bank agrees to retain not less than such amounts towards the Estimated Offer Expenses, until a copy of one or more instructions are provided by the underwriters BRLMs (in the form prescribed in Annexure H). (ii) The BRLMs shall have no beneficial interest therein save (with a copy to the Company), following the receipt of the final listing and trading approvals from the Stock Exchanges, provide the Public Offer Account Bank (in the form specified in Annexure H), one or more instructions stating details of the amounts to be paid towards Estimated Offer Expenses specified in Section 3.2.3.8(i) above. The Public Offer Account Bank shall, on the same day of the receipt of such instruction from the BRLMs (which shall be provided within Banking Hours), remit such funds to the relevant accounts. (iii) At least two (2) Working Days prior to the Bid/Offer Opening Date, the Company shall inform the BRLMs of the details of its bank account, to which net proceeds from the Offer to which the Company is entitled to, are to be transferred, being the balance amount lying in the Public Offer Account after deducting from the gross proceeds the aggregate amount of the Estimated Offer Expenses payable by the Company (subject to Section 3.2.3.7 above). (iv) Upon the receipt of final listing and trading approvals, the BRLMs shall, during Banking Hours, provide the Public Offer Account Bank (with a copy to the Company) (in the form specified in Annexure I), instructions stating the amount to be transferred from the Public Offer Account to the bank account of the Company; and the Public Offer Account Bank shall, on the same day of the receipt of such instruction from the BRLMs, remit the respective amounts. Until such time as provided under this Agreement or Applicable Lawsinstructions are received from the BRLMs in the form specified in Annexure I, the Public Offer Account Bank shall not transfer any amounts from the Public Offer Account to the bank account of the Company. For the avoidance of doubt, The Company hereby acknowledges and agrees that it is clarified shall take all necessary action to ensure that the Bidders Offer expenses shall be paid to the respective intermediaries immediately upon receipt of the final invoice from the respective intermediaries by the Company in accordance with the arrangements/agreements with the relevant intermediary and subject to Applicable Law. (v) The instructions in the form of Annexure H and Annexure I issued by the BRLMs shall be binding on the Public Offer Account Bank irrespective of any contrary claim or instructions from any party including the underwriters Company. This provision shall continue be deemed to be Beneficiaries an irrevocable instruction from the Company to the Public Offer Account Bank to debit the Public Offer Account as per the details contained in Annexure H and ▇▇▇▇▇▇▇▇ ▇. (vi) Further, in the event of any expenses or amounts in relation to the Surplus AmountOffer falling due to the members of the Syndicate and the legal counsel to the Company and the BRLMs after closure of the Public Offer Account, or to the extent that such expenses or amounts falling due to the members of the Syndicate and the legal counsel to the Company and the BRLMs are not paid from the Public Offer Account, the Company shall promptly reimburse and/or make such payments to the members of the Syndicate and the legal counsel to the Company and the BRLMs. (vii) The written instructions in accordance with ▇▇▇▇▇▇▇▇ ▇ and Annexure I shall be valid instructions only if anysigned by any of the persons named in Annexure K 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 Offer Account Bank, the Refund Bank and subject to Clausethe Sponsor Banks.

Appears in 1 contract

Sources: Cash Escrow and Sponsor Bank Agreement

Completion of the Offer. 3.2.3.1. In (a) The Anchor Investor Bid/ Offer Period, the event of Bid/Offer Opening Date and Bid/Offer Closing Date shall be as described in the completion of the Offer:Red ▇▇▇▇▇▇▇ Prospectus. (ib) The Registrar Registrar, shall, on or prior to the Designated Date Date, in writing: , (a) along with the Book Running Lead Managers, intimate the Bankers to the Offer in the form provided in Schedule I hereto, the Designated Date Escrow Collection Bank (with a copy to the Company and the Selling Shareholders) ), the Designated Date and provide the Escrow Collection Bank with (i) the written details of the Bid Amounts amounts relating to the Anchor Investors that are to be transferred from the Escrow Accounts to the Public Offer Account; (including ii) amounts, if any, paid by the underwriters or any other person Underwriters pursuant to any underwriting obligations in terms of the Underwriting AgreementAgreement to be transferred to the Public Offer Account; and (iii) relating to Bids the details of the Surplus Amounts, if any, 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 Offer Refund Account; , in the form specified in Annexure F; and (b) intimate the SCSBs and the Sponsor Banks in writing (in the form provided in Schedule II) (with a copy to the CompanyLead Managers, the Selling Shareholders Company and the Book Running Lead Managers) of Selling Shareholders), the Designated Date, and provide the SCSBs and the Sponsor Banks with the written details of the 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 Offer 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 UPI Bidders’ accounts to the Public Offer Account and the remaining funds, if any, will be unblocked to the UPI Bidder or its bank. 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 Offer Account and the remaining funds, if any, will be unblocked without any manual intervention by the Bidder or the SCSBs. The amounts paid by the underwriters or any other person pursuant to their underwriting obligations in terms of the Underwriting Agreement. The 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 the Selling Shareholders) with the written details of the Bid Amounts that have to be transferred to the Public Offer Account as well as Surplus Amounts that are required to be unblocked. The amounts to be unblocked and transferred to the Public Offer Account by the SCSBs (including the UPI Bidders’ banks on raising of debit/ collect requests by the Sponsor Bank) represent Bids from ASBA Bidders that have received confirmed allocation in respect of the Equity Shares in the Offer. The Escrow Collection Bank and the SCSBs (including the UPI Bidder's bank on raising of debit/collect request by the Sponsor Banks) shallSCSBs, on receipt of such details / instructions from the Registrar and the Book Running Lead Managers, 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 beBRLMs, 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 Offer Account on the Designated Date. The Surplus AmountSponsor 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 respective ASBA Account and issue necessary instructions, whereupon the funds will be transferred from such ASBA Account to the Public Offer Account based on the finalized Basis of Allotment and the remaining funds, if any, will be unblocked without any manual intervention by the UPI Bidder. The Sponsor Banks shall be responsible for sharing the details of Bid Amounts that have to be unblocked and transferred from the Escrow Account ASBA Accounts to the Refund Bank on Public Offer Account with the basis of written instructions of UPI Bidders’ banks. The Registrar, the Registrar SCSBs and the Book Running Lead Managers Sponsor Banks shall ensure that unblocking is completed within four (with notice to 4) Working Days from the Company and the Selling Shareholders) in accordance with the Schedule III and procedure specified in this AgreementBid/Offer Closing Date, relevant circulars issued by SEBI, the Red ▇▇▇▇▇▇▇ Prospectus and the Prospectusor such other timelines as may be prescribed under Applicable Law. The Refund Bank shall ensure the transfer of the Surplus Amounts to the account of the Beneficiaries upon receipt of written instructions Beneficiaries, in accordance with Applicable Laws (including the UPI Streamlining Circular) andprocedure specified in the Red ▇▇▇▇▇▇▇ Prospectus, Prospectus and this Agreement and immediately upon such transfer, the Refund Bank shall shall, in writing, intimate the Book Running Lead Managers Managers, the Company and the Company Selling Shareholders of such transfer, with a copy to the Selling Shareholders. In the event such transfers are unable to be completed on the same Working Day, such instructions issued by the Registrar and the Lead Managers (as the case maybe) to the Escrow Collection Bank, and by the Registrar and the Book Running Lead Managers BRLMs to the SCSBs or the Sponsor BanksBanks (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 Offer Account or the Refund Account, the relevant Banker to the Offer Escrow Collection Bank shall appropriately confirm the same to the Registrar and the Book Running Lead Managers (with a copy to the Company and the Selling Shareholders). The amounts to be transferred to the Public Offer Account by the Escrow Collection Bank represent Bids from Anchor Investors that have received confirmed allocation in respect of the Equity Shares in the Offer and amounts, if any, paid by the Underwriters pursuant to any underwriting obligations in terms of the Underwriting Agreement. The amounts to be unblocked and transferred to the Public Offer Account by the SCSBs (including the relevant UPI Bidder’s bank on raising of debit/collect request by the Sponsor Banks) and the Sponsor Banks represent Bids from ASBA Bidders that have received confirmed allocation in respect of the Equity Shares in the Offer. (iic) On the Designated Date, the Escrow Collection Bank and the SCSBs (including the UPI Bidder’s banks on raising of debit/ collect request by the Sponsor Banks), on receipt of details under Section 3.2.3(b) from the Registrar and the Lead Managers or the Sponsor Banks (in case of UPI Bidders using the UPI Mechanism), shall, 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 to the Public Offer Account and the Escrow Collection Bank shall transfer the Surplus Amount to the Refund Account in accordance with the procedure set out in this Agreement and the Red ▇▇▇▇▇▇▇ Prospectus and the Prospectus. In the event such transfers are unable to be completed on the same Working Day, such instructions issued by the Lead Managers and the Registrar to the Escrow Collection Bank and by the Registrar 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 Offer Account and the Refund Account, the Escrow Collection Bank, the Public Offer Account Bank, the Refund Bank, SCSB and the Sponsor Banks shall appropriately confirm such transfer to the Registrar and the Lead Managers (with a copy to the Company and the Selling Shareholders). Thereupon, in relation to such amounts transferred to the Public Offer Account, the Bidders or the Underwriters (pursuant to any underwriting obligation), as the case may be, shall have no beneficial interest therein save as provided under Applicable Law. For the avoidance of doubt, the Bidders or the Underwriters, as the case may be, shall continue to be the Beneficiaries in relation to any Surplus Amount and subject to the terms of this Agreement and upon receipt of the listing and trading approvals, the Selling Shareholders shall be the Beneficiaries (except to the extent of the permitted deductions payable out of the Offer proceeds) in respect of their respective portions of the balance amount. (d) The Lead Managers are hereby severally 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 Offer Account and the Refund Account, as applicable. (e) In relation to amounts lying to the credit of the Public Offer Account, the Bidders or the underwriters Underwriters shall have no beneficial interest therein save as provided under this Agreement or Applicable Lawsin Section 40 of the Companies Act, 2013. 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 ClauseSection Error! Reference source not found. and upon receipt of the final listing and trading approvals and Allotment, the Selling Shareholders shall be the beneficiaries in respect of the monies transferred to the Public Offer Account and such proceeds shall be net of the permitted deductions with respect to each of the Selling Shareholders, as set out in Section 3.2.3.(i)(i). Further, it is hereby clarified that until the receipt of final listing and trading approvals from both the Stock Exchanges, the Public Offer Account Bank shall not transfer the monies due to the Company and the Selling Shareholders, from the Public Offer Account to the Company’s or the Selling Shareholders’ bank accounts (or to the bank accounts as may be directed by the relevant Selling Shareholder with respect to itself), prior to receiving written instructions from the Lead Managers, in accordance with Section 3.2.3.(i)(iv) below. (f) Notwithstanding anything stated in this Agreement, the Company hereby agrees that it shall take all necessary actions to ensure that the Estimated Offer Expenses (including expenses to be paid on behalf of Selling Shareholders) 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 and the Selling Shareholders to the members of the Syndicate under their respective engagement letters or the Fee Letter, as the case may be, the Offer Agreement and the Syndicate Agreement shall be paid upon receipt of the final listing and trading approvals from the Stock Exchanges in accordance with Section 3.2.3.(e) of this Agreement. (g) The Company will make the payments 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 and such other parties as required in connection with the performance of the Sponsor Banks’ duties under the SEBI Regulations and other Applicable Law. (h) The Registrar to the Offer shall, within one (1) Working Day from the Bid/Offer Closing Date, in writing in the prescribed form (specified in Annexure G hereto), intimate the Lead Managers (with a copy to the Company and the Selling Shareholders), 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 and 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 through the Stock Exchanges. The Company shall ensure that the aggregate amount of commission payable to the Registered Brokers, the RTAs and the CDPs, including on behalf of the Selling Shareholders, as calculated by the Registrar, shall be transferred from its own account to the Stock Exchanges, the RTAs and the CDPs prior to the receipt of final listing and trading approvals in accordance with Applicable Law and this Agreement. The Company shall also ensure that (a) the aggregate amount of commission and processing fees payable in connection with the Offer to the SCSBs and the Bankers to the Offer; (b) any amounts payable to the Depositories and the Registrar to the Offer; and (c) any other expenses in connection with the Offer including roadshow expenses, advertisement and media expenses shall be made at the relevant time from the account of the Company. The processing fees for applications made by UPI Bidders using the UPI Mechanism will be released to the remitter banks (SCSBs) only after such banks provide a written confirmation on compliance with the SEBI Refund Circulars. Such amounts shall be adjusted against the amounts to be transferred to the Company and the Selling Shareholders in proportion to their respective portion of the Offered Shares pursuant to Section 3.2.3.(i)(iv) below. The Company agrees to advance the cost and expenses of the Offer in the first instance and will thereafter, be reimbursed by the Selling Shareholders in accordance with Applicable Laws and this Agreement and the Offer Agreement. The expenses related to the Offer shall be deducted from the Offer proceeds and only the balance amount shall be paid to the Selling Shareholders in proportion to the Offered Shares sold by the respective Selling Shareholders. (i) Notwithstanding anything stated in this Agreement, in respect of the amounts lying to the credit of the Public Offer Account, the following specific provisions shall be applicable: (i) Each of the Company and the Selling Shareholders agree that out of the amount of the total estimated Offer expenses as will be disclosed in the Prospectus under the section “Objects of the Offer” and specified in Annexure H-I, the following shall be retained in the Public Offer Account: (A) Lead Manager’s fees, advisory fees, incentives, commissions, brokerage and expenses to the members of the Syndicate and their counsels under the respective Fee Letter, the Offer Agreement, the Syndicate Agreement and Underwriting Agreement (when executed), processing fees to SCSBs and Sponsor Banks for ASBA Forms procured by the members of the Syndicate or Registered Brokers and submitted with the SCSBs or procured by Registered Brokers, RTAs or CDPs and submitted with the SCSBs as mentioned in the Syndicate Agreement (the “Estimated Offer Expenses”); (B) the Securities Transaction Tax (the “STT”) required to be collected and deposited by the post-Offer Lead Manager under Applicable Law in respect of the Offer for onward depositing by the post-Offer Lead Manager on behalf of the Selling Shareholders to the appropriate authorities, as confirmed by an independent chartered accountant, as set out in a certificate to be provided by a chartered accountant of repute, holding a valid peer review certificate, appointed by the Company on behalf of the Selling Shareholders (the “CA Certificate”); and (C) the amount required to be deducted and withheld at source on account of any tax other than STT that is or may become applicable in respect of the sale of the Offered Shares by the non-resident Selling Shareholders pursuant to the Offer for Sale in accordance with Applicable Law, as confirmed by an independent chartered accountant (“Withholding Amount”, and together with STT, the “Applicable Taxes”), as set out in the CA Certificate, and the Public Offer Account Bank agrees to retain such amounts towards the Estimated Offer Expenses, and Applicable Taxes, until and as per the instructions provided by the Lead Managers (in the form prescribed in Annexure H-I and Annexure H-II). The Estimated Offer Expenses other than (i) the listing fees, audit fees of statutory auditors (to the extent not attributable to the Offer), and expenses in relation to product or corporate advertisements, i.e. any corporate advertisements consistent with past practices of the Company (other than the expenses relating to marketing and advertisements undertaken in connection with the Offer) which shall be solely borne by the Company; and (ii) fees for counsel to the Selling Shareholders, if any, which shall be solely borne by the respective Selling Shareholders, the Selling Shareholders agree, severally and not jointly, to share the Estimated Offer Expenses (including all applicable taxes except STT which shall be solely borne by the respective Selling Shareholder) directly attributable to the Offer, in proportion to their respective portion of the Offered Shares, upon listing of the Equity Shares on the Stock Exchanges pursuant to the Offer in accordance with Applicable Law. Further, the Estimated Offer Expenses shall be deducted from the proceeds of the Offer and only the balance amount shall be paid to the Selling Shareholders in proportion to the Offered Shares sold by the respective Selling Shareholders.For the avoidance of doubt, it is clarified that the STT on the Offered Shares will be borne by the relevant Selling Shareholder for the Offered Shares sold by it in the Offer for Sale. All outstanding amounts payable to the Lead Managers in accordance with the terms of the Fee Letter, the Offer Agreement, the Syndicate Agreement and the Underwriting Agreement shall be payable directly from the Public Offer Account after transfer of funds from the Escrow Accounts to the Public Offer Account and immediately on receipt of the listing and trading approvals from the Stock Exchanges, on the basis of instructions by the Lead Managers to the Public Offer Account Bank. For the sake of clarity, the provisions of Clause 20 of the Offer Agreement are deemed to be incorporated here mutatis mutandis. It is hereby agreed that the Company will be responsible for procuring and providing the CA Certificate (pursuant to a confirmation of the relevant Selling Shareholder(s)), in the form prescribed in Annexure I, confirming, among other things, the amount of Applicable Taxes prior to the date of Allotment. Upon receipt of the listing and trading approvals from the Stock Exchanges, the Company shall create an online mandate form for the purpose of Withholding Amount on the e-filing web portal account by filling the requisite details. Post creat

Appears in 1 contract

Sources: Cash Escrow and Sponsor Bank Agreement

Completion of the Offer. 3.2.3.1. In the event of the (a) On completion of the Offer:, the Escrow Collection Bank, Public Offer Account Bank, Refund Bank and Sponsor Bank shall refer to the Red ▇▇▇▇▇▇▇ Prospectus for the Anchor Investor Bid/ Offer Period, the Bid/Offer Opening Date and Bid/Offer Closing Date. (ib) The Registrar Registrar, shall, on or prior to the Designated Date Date, in writing: , (a) along with the Book Running Lead Managers, intimate the Bankers to the Offer in the form provided in Schedule I hereto, the Designated Date Escrow Collection Bank (with a copy to the Company and the Selling Shareholders) ), 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 Offer Account; ; and (ii) the details of the Surplus Amounts, if any, that are to be transferred from Escrow Accounts to the Refund Account, in the form specified in Annexure F; 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, the Selling Shareholders and the Book Running Lead Managers) of ), the Designated Date, and provide the SCSBs and the Sponsor Banks Bank with the written details of the 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 Offer 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/ collect request from the UPI Bidders’ bank accounts, whereupon the funds will be transferred from the UPI Bidders’ accounts to the Public Offer Account and the remaining funds, if any, will be unblocked to the UPI Bidder or its bank. 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 Offer Account and the remaining funds, if any, will be unblocked without any manual intervention by the Bidder or the SCSBsRetail Individual Bidder. The amounts paid by Sponsor Bank shall be responsible for sharing the underwriters or any other person pursuant to their underwriting obligations in terms of the Underwriting Agreement. The 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 the Selling Shareholders) with the written details of the Bid Amounts that have to be unblocked and transferred from the ASBA Accounts to the Public Offer Account as well as Surplus Amounts that are required to be unblockedwith the Retail Individual Investors’ banks. The amounts to be unblocked and transferred to the Public Offer Account by Registrar, the SCSBs (including the UPI Bidders’ banks on raising of debit/ collect requests by and the Sponsor BankBank shall ensure that unblocking is completed within four (4) represent Bids from ASBA Bidders that have received confirmed allocation in respect of the Equity Shares in the Offer. 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 Working Days from the Registrar and the Book Running Lead ManagersBid/Offer Closing Date, or on receipt of the debit/collect request from the Sponsor Banks (in case of UPI Bidders Bidding using the UPI Mechanism), such other timelines as the case may be, 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 Offer Account on the Designated Date. The Surplus Amount, if any, shall be transferred from the Escrow Account to the Refund Bank on the basis of written instructions of the Registrar and the Book Running Lead Managers (with notice to the Company and the Selling Shareholders) in accordance with the Schedule III and procedure specified in this Agreement, relevant circulars issued by SEBI, the Red ▇▇▇▇▇▇▇ Prospectus and the Prospectusprescribed under Applicable Law. The Refund Bank shall ensure the transfer of the Surplus Amounts to the account of the Beneficiaries upon receipt of written instructions Beneficiaries, in accordance with Applicable Laws (including the UPI Streamlining Circular) andprocedure specified in the Red ▇▇▇▇▇▇▇ Prospectus, Prospectus and this Agreement and immediately upon such transfer, the Refund Bank shall shall, in writing, intimate the Book Running Lead Managers Managers, the Company and the Company Selling Shareholders of such transfer, with a copy to the Selling Shareholders. In the event such transfers are unable to be completed on the same Working Day, such instructions issued by the Registrar and the Lead Managers (as the case maybe) to the Escrow Collection Bank, and by the Registrar and the Book Running Lead Managers BRLMs to the SCSBs or the Sponsor BanksBank (who in turn shall give instructions to SCSBs, that are RIIs’ 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 Offer Account or the Refund Account, the relevant Banker to the Offer Escrow Collection Bank shall appropriately confirm the same to the Registrar and the Book Running Lead Managers (with a copy to the Company and the Selling Shareholders). The amounts to be transferred to the Public Offer Account by the Escrow Collection Bank represent Bids from Anchor Investors that have received confirmed allocation in respect of the Equity Shares in the Offer 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 unblocked and transferred to the Public Offer Account by the SCSBs (including the relevant Retail Individual Bidder’s bank on raising of debit/collect request by the Sponsor Bank) and the Sponsor Bank represent Bids from ASBA Bidders that have received confirmed allocation in respect of the Equity Shares in the Offer. (iic) On the Designated Date, the Escrow Collection Bank and the SCSBs (including the Retail Individual Bidder’s bank on raising of debit/ collect request by the Sponsor Bank), on receipt of details under Section 3.2.3(b) from the Registrar and the Lead Managers or the Sponsor Bank (in case of Retail Individual Bidders using the UPI Mechanism), shall, 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 to the Public Offer Account and the Escrow Collection Bank shall transfer the Surplus Amount to the Refund Account in accordance with the procedure set out in this Agreement and the Red ▇▇▇▇▇▇▇ Prospectus and the Prospectus. In the event such transfers are unable to be completed on the same Working Day, such instructions issued by the Lead Managers and the Registrar to the Escrow Collection Bank and by the Registrar to the SCSBs and the Sponsor Bank shall be valid for the next Working Day. Immediately upon the transfer of the amounts to the Public Offer Account and the Refund Account, the Escrow Collection Bank, the Public Offer Account Bank, the Refund Bank, SCSB and the Sponsor Bank shall appropriately confirm such transfer to the Registrar and the Lead Managers (with a copy to the Company and the Selling Shareholders). Thereupon, in relation to such amounts transferred to the Public Offer Account, the Bidders or the Underwriters (or any other person pursuant to any underwriting obligation), as the case may be, shall have no beneficial interest therein save as provided under Applicable Law. For the avoidance of doubt, the Bidders or the Underwriters or any other person, as the case may be, shall continue to be the Beneficiaries in relation to any Surplus Amount and subject to the terms of this Agreement and upon receipt of the listing and trading approvals, the Company and the Selling Shareholders shall be the Beneficiaries (except to the extent of the permitted deductions payable out of the Offer proceeds) in respect of their respective portions of the balance amount. (d) The Lead Managers are hereby severally 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 Offer Account and the Refund Account, as applicable. (e) In relation to amounts lying to the credit of the Public Offer Account, the Bidders or the underwriters Underwriters shall have no beneficial interest therein save as provided under this Agreement or Applicable Lawsin Section 40 of the Companies Act, 2013. 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 ClauseSection 3.2.3(c) and receipt of the final listing and trading approvals and Allotment, the Company and the Selling Shareholders shall be the beneficiaries in respect of the monies transferred to the Public Offer Account and such proceeds shall be net of the permitted deductions with respect to each of the Selling Shareholders, as set out in Section 3.2.3(j)(i). Further, it is hereby clarified that until the receipt of final listing and trading approvals from both the Stock Exchanges, the Public Offer Account Bank shall not transfer the monies due to the Company and the Selling Shareholders, from the Public Offer Account to the Company’s or the Selling Shareholders’ bank accounts, prior to receiving written instructions from the Lead Managers, in accordance with Section 3.2.3(j)(iv) below. (f) Notwithstanding anything stated in this Agreement, the Company hereby agrees that it shall take all necessary actions to ensure that the Offer 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 and the Selling Shareholders to the members of the Syndicate under their respective engagement letters or the Engagement Letter, as the case may be, the Offer Agreement and the Syndicate Agreement shall be paid upon receipt of the final listing and trading approvals from the Stock Exchanges in accordance with Section 3.2.3(g) of this Agreement. (g) The 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 Offer Account and the Refund Account, as applicable. (h) 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 and such other parties as required in connection with the performance of the Sponsor Bank’s duties under the SEBI Regulations and other Applicable Law. (i) The Registrar to the Offer shall, within two (2) Working Days from the Bid/Offer Closing Date, in writing in the prescribed form (specified in Annexure G hereto), intimate the Lead Managers (with a copy to the Company and the Selling Shareholders), the aggregate amount of commission payable to the SCSBs, Sponsor Bank. 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 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, the RTAs and the CDPs shall be transferred from its own account to the Stock Exchanges, the RTAs and the CDPs prior to the receipt of final listing and trading approvals in accordance with Applicable Law and this Agreement. The Company shall also ensure that (a) the aggregate amount of commission and processing fees payable to the SCSBs and the Banker to the Offer; (b) any amounts payable to the Depositories and the Registrar to the Offer; and (c) any other expenses in connection with the Offer including roadshow expenses, advertisement and media expenses shall be made at the relevant time from the accounts of the Company. The processing fees for applications made by Retail Individual Bidders using the UPI Mechanism will be released to the remitter banks (SCSBs) only after such banks provide a written confirmation on compliance with the SEBI Refund Circulars. Such amounts shall be adjusted against the final amounts to be transferred to the Selling Shareholders, in proportion to their respective portion of the Offered Shares, pursuant to Section 3.2.3(j)(iv) below. (j) Notwithstanding anything stated in this Agreement, in respect of the amounts lying to the credit of the Public Offer Account, the following specific provisions shall be applicable: (i) Each of the Company and the Selling Shareholders agree that out of the amount of the total estimated Offer expenses as will be disclosed in the Prospectus under the section “Objects of the Offer” the following shall be retained in the Public Offer Account, among others: (A) Lead Manager’s fees, advisory fees, incentives, commissions, brokerage and expenses to the members of the Syndicate and their counsels under the respective Engagement Letters, the Offer Agreement, the Syndicate Agreement and Underwriting Agreement (when executed), processing fees to SCSBs and Sponsor Bank for ASBA Forms procured by the members of the Syndicate or Registered Brokers and submitted with the SCSBs or procured by Registered Brokers, RTAs or CDPs and submitted with the SCSBs as mentioned in the Syndicate Agreement (the “Estimated Offer Expenses”); and (B) the Securities Transaction Tax (the “STT”), withholding tax or other taxes, as may be applicable, to be collected and deposited by the Lead Managers under Applicable Law in respect of the Offer (together with STT, “Applicable Taxes”) for onward depositing by the Lead Managers on behalf of the Selling Shareholders to the appropriate authorities, in accordance with a certificate to be provided by ASC & Associates by the Company on June 1, 2021, on behalf of the Selling Shareholders (it is clarified that the engagement by the Company of a chartered accountant other than ASC & Associates shall require prior written approval of the Investor Selling Shareholder) (the “CA Certificate”), and the Public Offer Account Bank agrees to retain not less than such amounts towards the Estimated Offer Expenses and the Applicable Taxes, until a copy of one or more instructions are provided by the Lead Managers (in the form prescribed in Annexure H). The Estimated Offer Expenses, other than listing fees (which will be borne by the Company), shall be borne by each of the Company and the Selling Shareholders in the manner agreed to among the Company and the Selling Shareholders in the Offer Agreement. All outstanding amounts payable to the Lead Managers in accordance with the terms of the Fee Letters, the Offer Agreement, the Syndicate Agreement and the Underwriting Agreement shall be payable directly from the Public Offer Account after transfer of funds from the Escrow Accounts to the Public Offer Account and immediately on receipt of the listing and trading approvals from the Stock Exchanges, on the basis of instructions by the Lead Managers to the Public Offer Account Bank. It is hereby agreed that the Company will be responsible for procuring and providing the CA Certificate, in the form prescribed in Annexure I, confirming the amount of Applicable Taxes prior to the date of Allotment. It is hereby clarified that nothing contained in this Agreement or in any other agreement or document shall make the Lead Manager liable for the (a) computation of the STT payable in relation to the Offer for Sale or capital gains taxes and other Applicable Taxes, if any; or (b) payment of the STT payable in relation to the Offer for Sale and payment of capital gains taxes and other Applicable Taxes. The obligation of the Lead Managers in respect of the STT will be limited to deposit of such STT to revenue authorities pursuant to and in accordance with Applicable Law. It is hereby agreed that the Selling Shareholders shall furnish all reasonably necessary reports, documents, papers or information, as may be required under Applicable Law or reasonably requested by the Lead Managers, (i) to make independent submissions for such Lead Manager, or its Affiliates, in any proceeding or investigation by any regulatory or supervisory authority initiated against Lead Manager to payment of STT and (ii) for the payment of Applicable Taxes by the Lead Managers, in relation to the Offer for Sale, in so far as it solely relates to its portion of the Offered Shares and defray any costs and expenses that may be incurred by the Lead Managers in this regard. The Lead Managers shall have no liability towards determination of the quantum of Applicable Taxes to be paid in any manner whatsoever and shall not be liable in any manner whatsoever to the Selling Shareholders for any failure or delay in the payment of the whole or any part of any amount due as STT or other Applicable Taxes in relation to the Offer. (ii) The Lead Managers shall (with a copy to the Company and the Selling Shareholders), following the receipt of the final listing and trading approvals from the Stock Exchanges and the CA Certificate, provide to the Public Offer Account Bank, in the prescribed form (specified in Annexure H), one or more instructions stating details of the amounts to be paid towards Estimated Offer Expenses and Applicable Taxes specified in Section 3.2.3(j)(i) above (to the extent such amounts have not been paid by the Company on behalf of itself and/or the Selling Shareholders) from Public Offer Account. In case of Bulk Transaction, Lead Managers will share an excel file for the further transaction as per draft provided by the Public Offer Account Bank. The Public Offer Account Bank shall, on the same day of the receipt of such instruction from the Lead Managers (which shall be provided within Banking Hours), remit such funds to the relevant accounts. (iii) At least two (2) days prior to the date of Bid/Offer Closing Date, (a) the Selling Shareholders shall inform the Company and the Lead Managers of the details of their respective bank accounts; and (b) the Company shall inform the Lead Managers of the details of its bank account, to which net proceeds from the Offer to which the Company and t

Appears in 1 contract

Sources: Cash Escrow and Sponsor Bank Agreement

Completion of the Offer. 3.2.3.1. 3.2.3.1 In the event of the completion of the Offer: (ia) The Bankers to the Offer shall refer to the Red ▇▇▇▇▇▇▇ Prospectus for the Anchor Investor Bidding Date, the Bid/Offer Opening Date, Bid/Offer Closing Date and on the date on which initiation of refunds (if any, for Anchor Investors) or unblocking of funds from ASBA Account shall take place. (b) The Registrar shall, on or prior to the Designated Date in writing: , (a) along with the Book Running Lead ManagersBRLM, in the form provided in Schedule IV A, intimate the Bankers to the Offer in the form provided in Schedule I hereto, the Designated Date (with a copy to the Company and the Selling Shareholders) ), 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 Offer Account, (including ii) amounts, if any, paid by the underwriters 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 Offer Account; , and (iii) 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, the Selling Shareholders and the Book Running Lead Managers) of BRLM), in the form provided in Schedule IV B, the Designated Date, and provide the SCSBs and the Sponsor Banks with the written details of the 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 Offer Account. The Sponsor Banks shall be responsible for sharing the details of Bid Amounts that have to be transferred to the Public Offer 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/ collect request from the UPI Bidders’ bank accountsrespective ASBA Account and issue necessary instructions, whereupon the funds will be transferred from the UPI Bidders’ accounts such ASBA Account to the Public Offer Account and the remaining funds, if any, will be unblocked to without any manual intervention by the UPI Bidder or its bankthe Sponsor Banks in accordance with the March 2021 Circular read with the June 2021 Circular, April 2022 Circular II and August 2023 Circular, 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 Offer 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 March 2021 Circular, the June 2021 Circular and April 2022 Circular II as applicable) and immediately upon such transfer, the Refund Bank shall intimate the BRLM, the Company and the Selling Shareholders 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 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 Offer Account, the Escrow Collection Bank shall appropriately confirm the same to the Registrar and BRLM, the Company and the Selling Shareholders. The amounts to be transferred from the ASBA Account to the Public Offer 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 and UPI Bidders, respectively that have received confirmed allocation in respect of the Equity Shares in the Offer. (c) The amounts to be transferred to the Public Offer Account by the Escrow Collection Bank represent Bids from Anchor Investors that have received confirmed allocation in respect of the Equity Shares in the Offer and amounts, if any, paid by the underwriters Underwriters or any other person pursuant to their any underwriting obligations in terms of the Underwriting Agreement. The 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 the Selling Shareholders) with the written details of the Bid Amounts that have to be transferred to the Public Offer Account as well as Surplus Amounts that are required to be unblocked. The amounts to be unblocked and transferred to the Public Offer Account by the SCSBs (including the relevant UPI Bidders’ banks Bidder’s bank on raising of debit/ debit/collect requests request by the Sponsor BankBanks) represent Bids from ASBA Bidders that have received confirmed allocation in respect of the Equity Shares in the Offer. The . (d) On the Designated Date, the Escrow Collection Bank and the SCSBs (including the UPI Bidder's ’s bank on raising of debit/collect request by the Sponsor Banks) shall, on receipt of such details from the Registrar BRLM and the Book Running Lead ManagersRegistrar, 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, as applicable, 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 Offer Account on the Designated DateAccount. The Surplus Amount, if any, Amount shall be transferred from the Escrow Account to the Refund Bank on the basis Account upon receipt of written instructions of the Registrar and the Book Running Lead Managers BRLM (with notice to the Company and each of the Selling Shareholders) in accordance with the Schedule III and procedure specified in this Agreement, relevant circulars issued by SEBI, the Red ▇▇▇▇▇▇▇ Prospectus, Prospectus and the Prospectus. 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 UPI Streamlining Circular) and, immediately upon such transfer, the Refund Bank shall intimate the Book Running Lead Managers and the Company of such transfer, with a copy to the Selling Shareholders. In the event such transfers are unable to be completed on the same Working Day, such instructions issued by the Registrar (as the case maybe) to the Escrow Collection Bank, and by the Registrar and the Book Running Lead Managers to the SCSBs or the Sponsor Banks, as applicable, shall be valid for the next Working Daythis Agreement. Immediately upon the transfer of the amounts to the Public Offer Account or and the Refund AccountBank, the relevant Banker to Escrow Collection Bank, the Public Offer Account Bank and the Refund Bank shall appropriately confirm the same such transfer or receipt, as applicable, to the Registrar and the Book Running Lead Managers BRLM (with a copy to the Company and the Selling Shareholders). (iie) In Thereupon, in relation to amounts lying to the credit of the Public Offer 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 under in this Agreement or under Applicable LawsLaw. For the avoidance of doubt, it is clarified that (i) the Bidders or Underwriters or any other person, as the underwriters case may be, shall continue to be Beneficiaries in relation to the Surplus Amount, if any, and subject to Clause 3.2.2.1 and (ii) upon receipt of the final listing and trading approvals, the Company (to the extent of the proceeds received in lieu of the Allotment of Equity Shares by the Company pursuant to the Fresh Issue as set out in Annexure Proceeds (as defined below) and retention as specified in Clause 3.2.3.2(a) below from the Public Offer Account to the Company’s and the Selling Shareholders’ bank accounts, as applicable. The transfer from the Public Offer Account shall be subject to the Public Offer Account Bank receiving written instructions from the BRLM, in accordance with Clause

Appears in 1 contract

Sources: Cash Escrow and Sponsor Bank Agreement

Completion of the Offer. 3.2.3.1. 3.2.4.1 In the event of the completion of the Offer: (ia) The Escrow Collection Bank, Public Offer Account Bank, Refund Bank and Sponsor Banks shall refer to the Red ▇▇▇▇▇▇▇ Prospectus for the Anchor Investor Bidding Date, the Bid/Offer Opening Date, Bid/Offer Closing Date and on the date on which initiation of refunds (if any, for Anchor Investors) or unblocking of funds from ASBA Account shall take place. (b) The Registrar and Book Running Lead Managers shall, on or prior to the Designated Date Date, in writing: (a) along with the Book Running Lead Managers, intimate the Bankers to the Offer 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 the Promoter Selling Shareholders) and provide Shareholder), with the written details of the Bid Amounts (including relating to the Anchor Investors and amounts, if any, paid by the underwriters 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 Offer Account; (b) intimate the SCSBs and the Sponsor Banks in writing (in the form provided in Schedule II) (with a copy to the Company, the Selling Shareholders and the Book Running Lead Managers) of the Designated Date, and provide the SCSBs and the Sponsor Banks with the written details of the 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 Offer 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 UPI Bidders’ accounts to the Public Offer Account and the remaining fundsdetails of the Surplus Amount, if any, will that are to be unblocked transferred to the UPI Bidder or its bankRefund Account from Escrow Account. Further, the SCSBs will raise the debit/ collect request from the respective ASBA Account and issue necessary instructions, whereupon the funds will The amounts to be transferred from such ASBA Account to the Public Offer Account by the Escrow Collection Bank represent Bids from Anchor Investors that have received confirmed allocation in respect of the Equity Shares in the Offer and the remaining fundsamounts, if any, will be unblocked without any manual intervention by the Bidder or the SCSBs. The amounts paid by the underwriters Underwriters or any other person pursuant to their any underwriting obligations in terms of the Underwriting Agreement. The 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 the Promoter Selling ShareholdersShareholder) and provide them with the written details of the Bid Amounts that have to be transferred to the Public Offer Account as well as Surplus Amounts that are required to be unblocked. The amounts Sponsor Banks shall be responsible for sharing the details of Bid Amounts that have to be unblocked and transferred to the Public Offer Account by the SCSBs (including with the UPI Bidders’ banks on raising of debit/ collect requests by banks. On the Sponsor Bank) represent Bids from ASBA Bidders that have received confirmed allocation in respect of Designated Date, the Equity Shares in the Offer. The Escrow Collection Bank and Bank, the SCSBs (including the UPI Bidder's ’s bank on raising of debit/debit/ collect request by the Sponsor Banks) shallBank), on receipt of such details from the Registrar and the Book Running Lead ManagersManagers and the Registrar, as the case may be 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, as applicable, 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 Offer 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 Offer 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 Bank on Account at the basis of written instructions of the Registrar and the Book Running Lead Managers (with notice to the Company and the Promoter Selling ShareholdersShareholder) in accordance with the Schedule III and procedure specified in this Agreement, relevant circulars issued by SEBI, the Red ▇▇▇▇▇▇▇ Prospectus, Prospectus and the Prospectusthis Agreement. 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 UPI Streamlining Circular) Law and, immediately upon such transfer, the Refund Bank shall intimate the Book Running Lead Managers and the Company of such transfer, (with a copy to the Promoter Selling ShareholdersShareholder) 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 and the Book Running Lead Managers to the SCSBs or the Sponsor BanksBanks (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 Offer Account or the Refund Account, the relevant Banker to the Offer Escrow Collection Bank shall appropriately confirm the same to the Registrar and the Book Running Lead Managers (with a copy to the Company and the Promoter Selling ShareholdersShareholder). The amounts to be transferred from the ASBA Account to the Public Offer 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 Offer. (iic) In Thereupon, in relation to amounts lying to the credit of the Public Offer 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 under in this Agreement or under Applicable LawsLaw. 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 in relation to the Surplus Amount, if any, and subject to Clause 3.2.4.2 and upon receipt of the final listing and trading approvals, the Promoter Selling Shareholder, and Company (solely to the extent of reimbursement of any Offer Expenses incurred on behalf of the Promoter Selling Shareholder)], except to the extent of Offer Expenses payable out of the Offer proceeds in accordance with the Offer Agreement, shall be the Beneficiaries in respect of their respective portions of the balance amount. Further, it is hereby clarified that, the Public Offer Account Bank shall transfer the proceeds due to the Promoter Selling Shareholder and the Company, as applicable, from the Public Offer Account to the Promoter Selling Shareholder’s bank accounts and the Company’s bank account, as applicable, within such time as prescribed under clause 3.4.2(b) and such proceeds shall be net of the Offer Expenses and the STT and/or withholding taxes, as applicable, calculated based on the Chartered Accountant Certificate, and the Company and the Promoter Selling Shareholder agree to retain such amount equivalent to the Offer Expenses and STT and/or withholding taxes, as applicable in the Public Offer Account. The transfer from the Public Offer Account shall be subject to the Public Offer Account Bank receiving written instructions from the Book Running Lead Managers, in accordance with Clause

Appears in 1 contract

Sources: Cash Escrow and Sponsor Bank Agreement

Completion of the Offer. 3.2.3.1. 3.2.3.1 In the event of the completion of the Offer: (ia) If the Red ▇▇▇▇▇▇▇ Prospectus does not specify the Anchor Investor Bid/Offer Period, the Managers shall, after the filing of the Red ▇▇▇▇▇▇▇ Prospectuswith the RoC and prior to the Anchor Investor Bid/ Offer Period and upon receipt of information from the Company and the Selling Shareholders, intimate in writing in the form provided in Annexure E hereto, the Anchor Investor Bid/ Offer Period, the Bid/Offer Opening Date and the Bid/Offer Closing Date to the Banker to the Offer and the Registrar with a copy to the Company and the Selling Shareholders. (b) The Registrar to the Offer shall, on or prior to the Designated Date in writing: writing (ai) along with the Book Running Lead Managers, intimate the Bankers Banker to the Offer (in the form provided in Schedule I Annexure F hereto), the Designated Date (with a copy to the Company and the Selling Shareholders) and provide the written details of the Bid Amounts (including amounts, if any, paid by the underwriters 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 Offer Account; ; (bii) intimate the SCSBs and the Sponsor Banks Bank in writing (in the form provided in Schedule II) (with a copy to the Company, the Selling Shareholders and the Book Running Lead Managers) of the Designated Date, and provide the SCSBs and the Sponsor Banks with the written details of the 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 Offer Account. The Sponsor Banks, based on the UPI Mandate Annexure Request approved by the respective UPI Retail Individual Bidders at the time of blocking of their respective funds, will raise the debit/ collect request from the UPI Retail Individual Bidders’ bank accounts, whereupon the funds will be transferred from the UPI Retail Individual Bidders’ accounts to the Public Offer Account and the remaining funds, if any, will be unblocked to the UPI Retail Individual Bidder or its bank. Further, the SCSBs will raise the debit/ collect request from the respective ASBA Account and issue necessary instructions, whereupon the funds will The amounts to be transferred from such ASBA Account to the Public Offer Account by the Escrow Collection Bank represent Bids from Anchor Investors that have received confirmed allocation in respect of the Equity Shares in the Offer and the remaining fundsamounts, if any, will be unblocked without any manual intervention by the Bidder or the SCSBs. The amounts paid by the underwriters Underwriters or any other person pursuant to their underwriting obligations in terms of the Underwriting Agreement. The 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 the Selling Shareholders) with the written details of the Bid Amounts that have to be transferred to the Public Offer Account as well as Surplus Amounts that are required to be unblocked. .The amounts to be unblocked and transferred to the Public Offer Account by the SCSBs (including the UPI Retail Individual Bidders’ banks on raising of debit/ collect requests by the Sponsor Bank) represent Bids from ASBA Bidders that have received confirmed allocation in respect of the Equity Shares in the Offer. The Escrow Collection Bank and the SCSBs (including the UPI Bidder's bank on raising of debit/collect request by the Sponsor Banks) shallSCSBs, on receipt of such details from the Registrar and Registrarand the Book Running Lead Managers, 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, 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 Biddersto the Public Offer Account on the Designated Date. The Surplus Amount, if any, shall be transferred from the Escrow Account to the Refund Bank on the basis of written instructions of the Registrar and the Book Running Lead Managers (with notice to the Company and the Selling Shareholders) in accordance with the Schedule III Annexure H and procedure specified in this Agreement, the relevant circulars issued by SEBISEBI circulars, as applicable and the Red ▇▇▇▇▇▇▇ Prospectus and the Prospectus. 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 UPI Streamlining Circular) and, immediately upon such transfer, the Refund Bank shall intimate the Book Running Lead Managers and the Company of such transfer, with a copy to the Selling Shareholders. In the event such transfers are unable to be completed on the same Working Day, such instructions issued by the Registrar (as the case maybe) to the Escrow Collection Bank, and by the Registrar and the Book Running Lead Managers to the SCSBs or the Sponsor Banks, as applicable, shall be valid for the next Working Day. Immediately upon the transfer of transferof the amounts to amountsto the Public Offer Account or the Refund Account, the relevant Banker to the Offer shall appropriately confirm the same to confirmthe sameto the Registrar and the Book Running Lead Managers (with a copy to the Company and the Selling Shareholders). (iic) In relation to amounts lying to the credit of the Public Offer Account, neither the Bidders or nor the underwriters Underwriters shall have no beneficial interest therein save as provided under this Agreement or under Applicable LawsLaw. For the avoidance of doubt, it is clarified that the Bidders or the underwriters Underwriters shall continue to be Beneficiaries in relation to the Surplus Amount, if any, and subject to ClauseClause 3.2.3.2 and receipt of the final listing and trading approvals and Allotment, the Company, to the extent of reimbursement of any expenses incurred in relation to the Offer in accordance with Clause 18.2 of the Offer Agreement and the Selling Shareholders shall be the Beneficiaries in respect of the monies transferred to the Public Offer Account. Further, it is hereby clarified that until the receipt of final listing and trading approvals from the Stock Exchanges, the Public Offer Bank shall not transfer any monies from the Public Offer Account to the bank accounts of the Company, to the extent of reimbursement of any expenses incurred in relation to the Offer, in accordance with Clause 18 of the Offer Agreement and the Selling Shareholders, unless it has received written instructions from the Managers in accordance with this Agreement. The Bidders shall have no beneficial interest therein save in relation to the amounts that are due to be refunded to them in terms of the Red ▇▇▇▇▇▇▇ Prospectus and the Prospectus, this Agreement and Applicable Law. (d) The Managers are hereby severally 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 Offer Account and the Refund Account, as applicable. (e) The Registrar shall, within one (1) Working Day from the Bid/Offer Closing Date, in writing in the prescribed form(specified in Annexure I hereto), intimate the Company, the Selling Shareholders and the Managers, the aggregate amount of commission payable to the SCSBs, Sponsor Bank, 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 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 the Stock Exchanges. The Company shall ensure that the aggregate amount of commission payable to the Registered Brokersin relation to the Offer, as calculated by the Registrar to the Offer, shall be transferred by the Company, including on behalf of the Selling Shareholders, to the Stock Exchanges, prior to the receipt of final listing and trading approvals. Further, the Company shall ensure commission to the RTAsand CDPs, as calculated by the Registrar, shall be paid in accordance with this Agreement and Applicable Law, including on behalf of the Selling Shareholders, within 30 Working Days of receipt of invoices from the respective RTAs and CDPs, as the case may be. The Company shall also ensure that any other expenses in connection with the Offer including roadshow expenses and expenses related to Offer related advertisements shall be made at the relevant time from the accounts of the Company. (f) The fees payable to the Sponsor Bank for services provided shall be in accordance with the Applicable Laws, the guidelines issued by the NPCI and terms of this Agreement for the Bids made by the Retail Individual Bidders and successful block created on every account 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 and such other parties as required in connection with the performance of the Sponsor Bank’s duties under the SEBI ICDR Regulations and other Applicable Law. (g) The Selling Shareholders agree to retain an amount equivalent to the Securities Transaction Tax payable by it in respect of its Offered Shares as per Applicable Law in the Public Offer Account and authorizesthe Managers to instruct the Public Offer Bankto remit such amounts at the instruction of the Managers for payment of Securities Transaction Tax by the post-Offer Manager (on behalf of the Managers) to the Indian taxation/ revenue authorities, immediately upon receipt of the final listing and trading approvals from the Stock Exchanges in accordance with the provisions of this Agreement. The Selling Shareholders shall extend such reasonable cooperation (only to the extent of its Offered Shares) as may be requested by the post- Offer Manager (on behalf of the other Managers) to deposit the Securities Transaction Tax in a timely manner. 3.2.3.2 Notwithstanding anything stated in this Agreement, in respect of the amounts lying to the credit of the Public Offer Account, the following specific provisions shall be applicable: (a) The Company and each of the Selling Shareholders agree that out of the amount of the total estimated Offer expenses set out in Clause 18 of the Offer Agreement, and as will be disclosed in the Prospectus under the section “Objects of the Offer” (“Estimated Offer Expenses”), the following amounts shall be retained in the Public Offer Account: (A) the Securities Transaction Tax (“STT”), required to be collected and deposited by the Managers under Applicable Law in respect of the Offer for onward depositing by the Managers on behalf of the Selling Shareholders to the appropriate authorities, in accordance with the certificate provided by the chartered accountant of repute appointed by the Company (“CA Certificate”) ; (B) withholding tax, as applicable, in accordance with the CA Certificate; and (C) stamp duty, as applicable. Further, the Company and each of the Selling Shareholders also agree that the Company shall be entitled to retain the amount of money equivalent to the amount to be paid by the Selling Shareholders, in proportion to their respective portion of the Offered Shares, as reimbursement for the portion of the Estimated Offer Expenses incurred by the Company on behalf of the Selling Shareholders, in accordance with Clause 18.2 of the Offer Agreement It is clarified that after each Selling Shareholder has made the requisite payment in relation to such reimbursement as specified in Clause 18.2 of the Offer Agreement, the Company shall release such retained amount for remittance of such retained amount to the bank account of such Selling Shareholder. In this regard, the amounts which have been paid or are payable by the Company towards Estimated Offer Expenseson behalf of the Selling Shareholders, shall be retained in the Public Offer Account, until a copy of one or more instructions are provided by the Managers (in the form prescribed in Annexure L) to the Public Offer Bank (with a copy to the Company and the Selling Shareholders). For avoidance of doubt, it is clarified that such instructions in relation to the release of the amount retained by the Company in accordance with Clause 18.2 (iii) of the Offer Agreement will be provided only after the Selling Shareholders have reimbursed the Company, in proportion to their respective portion of the Offered Shares, for the portion of Estimated Offer Expenses incurred by the Company on behalf of the Selling Shareholders. For avoidance of doubt, it is hereby clarified that the Estimated Offer Expenses shall be shared between the Selling Shareholders, in the manner stated in Clause 18 of the Offer Agreement. Upon the successful completion of the Offer, the cost and expenses in relation to the Managers fees shall be directly billed to the Selling Shareholders in United States Dollars (“USD”) and the Selling Shareholders shall pay the relevant expenses upon receipt of invoice of such expenses. All other costs, expenses and payments, other than the Managers fees shall be paid by the Company in the first instance on behalf of the Selling Shareholders and each of the Selling Shareholders agree that they shall severally and not jointly reimburse the Company, in accordance with the terms of the Offer Agreement, for Estimated Offer Expenses incurred by the Company as stated in Clause 18.2 of the Offer Agreement. Provided, that the Company shall on best effortsbasis, raise its invoices on the respective non-resident Selling Shareholders in USD against the payments made by the Company on behalf of the non-resident Selling Shareholders, as applicable. Save and except the securities transaction tax, stamp duty and withholding tax, if applicable, no costs and expenses (which the Selling Shareholders are required to pay) shall be directly paid from the Public Offer Account and the entireproceedsfromthe Public Offer Account due to the Selling Shareholders shall be remitted to the account of each Selling Shareholder in proportion to their respective portion of the Offered Shares. In this regard, immediately upon receipt of listing and trading approvals from the Stock Exchanges, the Managers will directly remit each Selling Shareholder’s share of the gross proceeds from the Offer to such accounts as designated by each Selling Shareholder, except the amount of Estimated Offer Expenses incurred by the Company on behalf of the Selling Shareholders, which the Company is entitled to retain until reimbursement of the same by the respective Selling Shareholders in proportion of their respective portion of the Offered Shares. Provided that the Selling Shareholders will be liable to pay amounts under 18.2(i) of the Offer Agreement or 18.2(ii) of the Offer Agreement only after such amounts (i.e each Selling Shareholder’s share of gross proceeds of the Offer, post deduction of the amount of Estimated Offer Expenses incurred by the Company on behalf of the Selling Shareholders) are received in their respective bank accounts irrespective of when such invoices are received by them from the Managers or Company, as the case may be. It is hereby agreed that the Company will facilitate the procurement of the CA Certificate on behalf of the Selling Shareholders, in the form prescribed in Annexure K, confirming the amount of STT and other withholding taxes, prior to the date of Allotment. It is further agreed that the respective Selling Shareholders shall provide all such information and documents as may be required for the deposit of the STT or any withholding tax by the Managers. (b) The Managers shall (with a copy to the Company and the Selling Shareholders), within 1 (one) working day following the receipt of the final listing and trading approvals from the Stock Exchanges, provide the Public Offer Bank, in the prescribed form (specified in Annexure J), one or more instructions stating details of the amounts to be paid towards Estimated Offer Expenses and STT as specified in Clause 3.2.3.2(a) above. The Public Offer Bank shall, on the same day of the receipt of such instruction fromthe Managers (which shall be provided within Banking Hours), remit such funds to the relevant accounts. (c) At least two (2) Working Days prior to the date of Bid/Offer Closing Date, each of the Selling Shareholders shall inform the Company and the Managers of the details of their respective bank accounts to which net proceeds from the Offer to which the respective Selling Shareholders are entitled to, are to be transferred, being the balance amount lying in the Public Offer Account after deducting the aggregate amount of the Estimated Offer Expenses payable by the Company (which the Company shall be entitled to retain in the Public Offer Account) on behalf of Selling Shareholders, as applicable in terms of Offer Agreement and the STT or any withholding tax, payable by the Selling Shareholders, as applicable (subject to Clause 3.2.3.2 (a) above) ;. (d) Upon the receipt of final listing and trading approvals and the completion of the transfers specified in Clause 3.2.3.2(a) to (c) above, the Managers shall immediately provide the Public Offer Bank (with a copy to the Company and the Selling Shareholders), in the prescribed form (specified in Annexure L), instructions stating the amount to be transferred from the Public Offer Account to the respective bank accounts of the Selling Shareholders, as stated in clause (c) above, and the Public Offer Bank shall, on the same day of the receipt of such instruction from the Managers (which shall be provided during Banking Hours), remit the respective amounts. (e) The instructions in the form of Annexure J and Annexure L issued by the Managers (a copy of which shall be provided to the Company and the Selling Shareholders) in accordance with this Agreement and the Applicable Law shall be binding on the Public Offer Bank irrespective of any contrary claim or instructions from any party including the Company and/or the Selling Shareholders.

Appears in 1 contract

Sources: Cash Escrow and Sponsor Bank Agreement

Completion of the Offer. 3.2.3.1. 3.2.3.1 In the event of the completion of the Offer: (ia) The Bankers to the Offer shall refer to the Red ▇▇▇▇▇▇▇ Prospectus for the Anchor Investor Bidding Date, the Bid/Offer Opening Date, Bid/Offer Closing Date and on the date on which initiation of refunds (if any, for Anchor Investors) or unblocking of funds from ASBA Account shall take place. (b) The Registrar shall, on or prior to the Designated Date in writing: , (a) along with the Book Running Lead ManagersBRLMs, intimate the Bankers to the Offer in the form provided in Schedule I heretoIII A, intimate the Designated Date Escrow Collection Bank (with a copy to the Company and the Selling Shareholders) ), 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 Offer Account, (including ii) amounts, if any, paid by the underwriters 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 Cash Escrow Account Accounts to the Public Offer Account; , and (iii) the Surplus Amount, if any, to be transferred from the 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, the Selling Shareholders and the Book Running Lead Managers) of BRLMs), in the form provided in Schedule III B, the Designated Date, and provide the SCSBs and each of 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 Offer Account. The Escrow Collection Bank and the SCSBs, on receipt of such details / written instructions from the Registrar and the BRLMs, as applicable, shall each respectively, 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 Bidders to the Public Offer Account on the Designated Date, as applicable. 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 UPI Bidders’ accounts such ASBA Account to the Public Offer 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 Bidder or its bankBidder. 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 Offer 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 March 2021 Circular, the June 2021 Circular and April 2022 Circular II as applicable) and immediately upon such transfer, the Refund Bank shall intimate the BRLMs, the Company and the Selling Shareholders 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 Offer Account, the Escrow Collection Bank shall appropriately confirm the same to the Registrar and BRLMs, the Company and the Selling Shareholders. The amounts to be transferred from the ASBA Account to the Public Offer 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 and UPI Bidders, respectively that have received confirmed allocation in respect of the Equity Shares in the Offer. (c) The amounts to be transferred to the Public Offer Account by the Escrow Collection Bank represent Bids from Anchor Investors that have received confirmed allocation in respect of the Equity Shares in the Offer and amounts, if any, paid by the underwriters Underwriters or any other person pursuant to their underwriting obligations in terms of the Underwriting Agreement. The 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 the Selling Shareholders) with the written details of the Bid Amounts that have to be transferred to the Public Offer Account as well as Surplus Amounts that are required to be unblocked. The amounts to be unblocked and transferred to the Public Offer Account by the SCSBs (including the relevant UPI Bidders’ banks Bidder’s bank on raising of debit/ debit/collect requests request by the Sponsor BankBanks) and the Sponsor Banks represent Bids from ASBA Bidders that have received confirmed allocation in respect of the Equity Shares in the Offer. The . (d) On the Designated Date, the Escrow Collection Bank and the SCSBs (including the UPI Bidder's ’s bank on raising of debit/collect request by the Sponsor Banks) shall, on receipt of such details from the Registrar BRLMs and the Book Running Lead ManagersRegistrar, 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, as applicable, 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 Offer Account on the Designated DateAccount. The Surplus Amount, if any, Amount shall be transferred from the Escrow Account to the Refund Bank on the basis Account upon receipt of written instructions of the Registrar and the Book Running Lead Managers BRLMs (with notice to the Company and the Selling Shareholders) in accordance with the Schedule III and procedure specified in this Agreement, relevant circulars issued by SEBI, the Red ▇▇▇▇▇▇▇ Prospectus, Prospectus and the Prospectus. 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 UPI Streamlining Circular) and, immediately upon such transfer, the Refund Bank shall intimate the Book Running Lead Managers and the Company of such transfer, with a copy to the Selling Shareholders. In the event such transfers are unable to be completed on the same Working Day, such instructions issued by the Registrar (as the case maybe) to the Escrow Collection Bank, and by the Registrar and the Book Running Lead Managers to the SCSBs or the Sponsor Banks, as applicable, shall be valid for the next Working Daythis Agreement. Immediately upon the transfer of the amounts to the Public Offer Account or and the Refund Account, the relevant Banker to Escrow Collection Bank, the Public Offer Account Bank and the Refund Bank shall appropriately confirm the same such transfer or receipt, as applicable, to the Registrar and the Book Running Lead Managers BRLMs (with a copy to the Company and the Selling Shareholders). (iie) In Thereupon, in relation to amounts lying to the credit of the Public Offer 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 under in this Agreement or Applicable Laws. 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 ClauseAgreement

Appears in 1 contract

Sources: Cash Escrow and Sponsor Bank Agreement

Completion of the Offer. 3.2.3.1. In the event of the completion of the Offer: (i) 3.2.3.1 The Registrar Registrar, shall, on or prior to the Designated Date Date, in writing: , (a) along with the Book Running Lead Managers, intimate the Bankers to the Offer in the form provided in Schedule I hereto, the Designated Date Escrow Collection Bank (with a copy to the Company and the Selling Shareholders) ), the Designated Date and provide the Escrow Collection Bank , in the form specified in Annexure F with (i) the written details of the Bid Amounts amounts that are to be transferred from the Escrow Accounts to the Public Offer Account; (including ii) amounts, if any, paid by the underwriters Underwriters or any other person pursuant to any underwriting obligations in terms of the Underwriting AgreementAgreement to be transferred to the Public Offer Account, and (iii) relating to Bids the details of the Surplus Amounts, if any, 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 Offer Refund Account; , in the form specified in Annexure F; and (b) intimate the SCSBs and the Sponsor Banks in writing (in the form provided in Schedule II) (with a copy to the Company, the Selling Shareholders and the Book Running Lead Managers) of ), the Designated Date, and provide the SCSBs and the Sponsor Banks with the written details of the amounts that have are required to be unblocked and transferred from the ASBA Accounts including the accounts blocked through the UPI mechanism, as applicable, Mechanism to the Public Offer 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 UPI Bidders’ accounts such ASBA Account to the Public Offer Account and the remaining funds, if any, will be unblocked to without any manual intervention by the UPI Bidder or its bankthe 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 Offer Account and the remaining funds, if any, will be unblocked without any manual intervention by the Bidder or the SCSBs. The amounts paid by the underwriters or any other person pursuant to their underwriting obligations in terms of the Underwriting Agreement. The 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 the Selling Shareholders) with the written details of the Bid Amounts that have to be transferred to the Public Offer Account as well as Surplus Amounts that are required to be unblocked. The amounts to be unblocked and transferred to the Public Offer Account by the SCSBs (including the UPI Bidders’ banks on raising of debit/ collect requests by the Sponsor Bank) represent Bids from ASBA Bidders that have received confirmed allocation in respect of the Equity Shares in the Offer. 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 Registrar and the Book Running Lead Managers, 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, 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 Offer Account on the Designated Date. The Surplus Amount, if any, shall be transferred from the Escrow Account to the Refund Bank on the basis of written instructions of the Registrar and the Book Running Lead Managers (with notice to the Company and the Selling Shareholders) in accordance with the Schedule III and procedure specified in this Agreement, relevant circulars issued by SEBI, the Red ▇▇▇▇▇▇▇ Prospectus and the Prospectus. 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 UPI Streamlining Circular) and, Law and immediately upon such transfer, the Refund Bank shall intimate the Book Running Lead Managers Managers, the Company and the Company Selling Shareholders of such transfer, with a copy . The Sponsor Banks shall be responsible for sharing the details of Bid Amounts that have to be unblocked and transferred from the ASBA Accounts to the Selling ShareholdersPublic Offer Account with the UPI Bidders’ banks. In the event such transfers are unable to be completed on the same Working Day, such instructions issued by the Registrar (as and the case maybe) Book Running Lead Managers to the Escrow Collection Bank, and by the Registrar and the Book Running Lead Managers to the SCSBs or the Sponsor BanksBanks (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 Offer Account, the Escrow Collection Bank shall appropriately confirm that such transfers have been completed to the Registrar, Book Running Lead Managers, the Company and the Selling Shareholders. The amounts to be transferred from the ASBA Account to the Public Offer 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 and UPI Bidders, respectively, that have received confirmed allocation in respect of the Equity Shares in the Offer. 3.2.3.2 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), on receipt of details under Clause 3.2.3.1. from the Registrar and the Book Running Lead Managers or the Sponsor Banks (in case of UPI Bidders using the UPI Mechanism), shall, 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 to the Public Offer Account and the Escrow Collection Bank shall transfer the Surplus Amount to the Refund Account, upon receipt of written instructions of the Registrar and the BRLMs (with copy to the Company and each of the Selling Shareholders) in accordance with the procedure set out in this Agreement and the Red ▇▇▇▇▇▇▇ Prospectus and the Prospectus. In the event such transfers are unable to be completed on the same Working Day, such instructions issued by the Book Running Lead Managers and the Registrar to the Escrow Collection Bank and by the Registrar 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 Offer Account and the Refund Account, the relevant Banker to Escrow Collection Bank, the Public Offer Bank, the Refund Bank and the Sponsor Banks shall appropriately confirm the same such transfer to the Registrar and the Book Running Lead Managers (with a copy to the Company and each of the Selling Shareholders). (ii) In . Thereupon, in relation to such amounts lying to the credit of the Public Offer Account, the Bidders or the underwriters Underwriters, as the case may be, shall have no beneficial interest therein save as provided under this Agreement or Applicable LawsLaw. For the avoidance of doubt, it is clarified that the Bidders or the underwriters Underwriters, as the case may be, shall continue to be the Beneficiaries in relation to the any Surplus Amount, if any, Amount and subject to receipt of the final listing and trading approvals, the Company and the Selling Shareholders shall be the Beneficiaries in respect of their respective portions of the balance amount. 3.2.3.3 Notwithstanding the completion of the Offer, in case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism) exceeding 2 (two) Working Days from the Bid/ Offer Closing Date, Bidder shall be compensated in accordance with the SEBI ICDR Regulations, UPI Circulars and other Applicable Law. The Book Running Lead Managers shall, in their sole discretion, identify and fix the liability on the Relevant Intermediary. 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. 3.2.3.4 The Book Running Lead Managers are hereby severally 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 Offer Account and the Refund Account, as applicable. 3.2.3.5 It is hereby clarified that the Public Offer Bank shall not transfer any monies from the Public Offer Account to the bank accounts of the Company or the Selling Shareholders, prior to receipt of written instructions from the Book Running Lead Managers in accordance with Clause 3.2.3.8(iv) below. 3.2.3.6 The fees payable to the Sponsor Banks for services provided in accordance with the terms of this Agreement, shall be as per the commercial arrangement agreed between Company and the Sponsor Banks and in accordance with November 2018 Circular, the guidelines issued by the NPCI and this Agreement shall be mutually decided the Company and the Sponsor Banks. The Company will make the payment only to the Sponsor Bank, which in turn shall make by the requisite payments to the NPCI, as applicable, and the banks where the accounts of the Bidders, linked to their UPI ID, are held. 3.2.3.7 The Registrar to the Offer shall, within one (1) Working Day from the Bid/Offer Closing Date, in writing in the prescribed form (specified in Annexure G hereto), intimate the Book Running Lead Managers (with a copy to the Company), 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 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 in accordance with this Agreement. The Company will cover the cost and expenses of the Offer on behalf of the Selling Shareholders at the first instance as per Clause 19.2 of the Offer Agreement. The Selling Shareholders will reimburse the Company for any documented expenses, in accordance of the terms of the Offer Agreement, subject to receipt of supporting documents for such expenses upon listing and trading of the Equity Shares on the Stock Exchanges pursuant to the Offer in accordance with Applicable Law, except for such costs and expenses as described in Clause

Appears in 1 contract

Sources: Cash Escrow and Sponsor Banks Agreement

Completion of the Offer. 3.2.3.1. In If the event of Red ▇▇▇▇▇▇▇ Prospectus does not specify the completion of Anchor Investor Bid/Offer Period, the Offer: (i) The Registrar BRLM shall, on or after filing the Red ▇▇▇▇▇▇▇ Prospectus with the RoC and prior to the Designated Date in writing: (a) along with Anchor Investor Bid/Offer Period, and upon receipt of such information from the Book Running Lead ManagersCompany and the Selling Shareholders, intimate in writing (in the Bankers form specified in Annexure F) the Anchor Investor Bid/Offer Period, the Bid/Offer Opening Date and the Bid/Offer Closing Date to the Escrow Collection Bank, the Public Offer Account Bank, the Refund Bank, the Sponsor Bank and the Registrar to the Offer in the form provided in Schedule I hereto, the Designated Date (with a copy to the Company and the Selling Shareholders). 3.2.3.2. The Registrar to the Offer, shall, on or prior to the Designated Date, in writing, (a) along with the BRLM, intimate to the Escrow Collection Bank (with a copy to the Company and the Selling Shareholders), 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 Offer 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 CompanyBRLM, the Selling Shareholders Company and the Book Running Lead ManagersSelling Shareholders) 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 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 Offer 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/ collect request from the UPI Bidders’ bank accounts, whereupon the funds will be transferred from the UPI Bidders’ accounts to the Public Offer Account and the remaining funds, if any, will be unblocked to the UPI Bidder or its bank. Further, the SCSBs will raise the debit/ debit/collect request from the respective ASBA Account and issue necessary instructions, whereupon the funds will be transferred from such the ASBA Account to the Public Offer Account and the remaining funds, if any, will be unblocked without any manual intervention by the Bidder or the SCSBsRetail Individual Bidder. The amounts to be transferred to the Public Offer Account by the Escrow Collection Bank represent Bids from Anchor Investors that have received confirmed allocation in respect of the Equity Shares in the Offer 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 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 the Selling Shareholders) with the written details of the Bid Amounts that have to be transferred to the Public Offer Account as well as Surplus Amounts that are required to be unblocked. The amounts to be unblocked and transferred to the Public Offer Account by the SCSBs (including the UPI Bidders’ banks on raising of debit/ collect requests by the Sponsor Bank) represent Bids from ASBA Bidders Bidders, including Bids received through the UPI Mechanism, that have received confirmed allocation in respect of the Equity Shares in the Offer. 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 (including the UPI Bidder's bank on raising of debit/collect request by the Sponsor Banks) shallSCSBs, on receipt of such details from the Registrar and the Book Running Lead Managersunder Clause 3.2.3.2, or on receipt of the debit/collect request from the Sponsor Banks (in case of UPI Bidders Bidding using the UPI Mechanism)shall, as the case may be, as applicable, 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 Offer 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 Bank on the basis of written instructions of the Registrar and the Book Running Lead Managers (with notice to the Company and the Selling Shareholders) in accordance with the Schedule III and procedure specified in this Agreement, relevant circulars issued by SEBI, the Red ▇▇▇▇▇▇▇ Prospectus and the Prospectus. 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 UPI Streamlining Circular) and, immediately upon such transfer, the Refund Bank shall intimate the Book Running Lead Managers and the Company of such transfer, with a copy to the Selling ShareholdersAccount. In the event such transfers are unable to be completed on the same Working Day, such instructions issued by the BRLM and the Registrar (as to the case maybe) Offer to the Escrow Collection Bank, Bank and by the Registrar and to the Book Running Lead Managers Offer to the SCSBs or and the Sponsor Banks, as applicable, Bank shall be valid for the next Working Day. 3.2.3.4. Immediately upon the transfer of the amounts to the Public Offer Account or and the Refund Account, as applicable, the relevant Banker Escrow Collection Bank, the Sponsor Bank and the SCSBs shall appropriately confirm transfer of such amounts and the Public Offer Account Bank and Refund Bank shall confirm receipt of such amounts to the Registrar to the Offer shall appropriately confirm the same to the Registrar and the Book Running Lead Managers BRLM (with a copy to the Company and the Selling Shareholders). . Thereupon, in relation to such amounts transferred to the Public Offer Account Bank, the Bidders or the Underwriter (ii) or any other person pursuant to any underwriting obligation), as the case may be, shall have no beneficial interest therein save as provided under Applicable Law. For the avoidance of doubt, the Bidders or the Underwriter or any other person, as the case may be, shall continue to be the Beneficiaries in relation to any Surplus Amount and subject to receipt of the listing and trading approvals, the Company and the Selling Shareholders shall be the Beneficiaries in respect of their respective portions of the 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, the Company and the Selling Shareholders 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 Offer Account and the Refund Account, as applicable. 3.2.3.6. It is hereby clarified that until the receipt of final listing and trading approvals from the Stock Exchange, the Public Offer Account Bank shall not transfer any monies from the Public Offer Account to the bank accounts of the Company or the Selling Shareholder, prior to receipt of written instructions from the BRLM in accordance with Clause 3.2.3.9(iv) below. 3.2.3.7. Notwithstanding anything stated in this Agreement, the Company and the Selling Shareholders 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 and the Selling Shareholders under the Offer Agreement or any other agreement entered into in connection with the Offer 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 Offer shall, within two (2) Working Days from the Bid/Offer Closing Date, in writing (in the form specified in Annexure I hereto), intimate the BRLM (with a copy to the Company Selling Shareholders), the aggregate amount of commission payable to the SCSBs, Registered Brokers, the RTAs and the CDPs as calculated by the Registrar to the Offer. 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 Exchange. 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 and the Selling Shareholder shall ensure that the aggregate amount of commission payable to the Registered Brokers shall be transferred from their own account to the Stock Exchange prior to the receipt of final listing and trading approvals. Further, the Company and the Selling Shareholders shall ensure commission to the RTAs and CDPs, as calculated by the Registrar to the Offer, shall be paid in accordance with this Agreement within 30 Working Days of receipt of invoices from the respective RTAs and CDPs, as the case may be. The Company and the Selling Shareholders shall also ensure that (a) the aggregate amount of commission and processing fees payable to the SCSBs and the Sponsor Bank; (b) any amounts payable to the Depositories and the Registrar to the Offer; and (c) any other expenses in connection with the Offer including roadshow expenses, advertisement and media expenses shall be made at the relevant time from the Company’s account. Such amounts shall be adjusted against the amounts to be transferred to the Company and the Selling Shareholders pursuant to Clause 3.2.3.9(iv) below. 3.2.3.9. Notwithstanding anything stated in this Agreement, in respect of the amounts lying to the credit of the Public Offer Account, the Bidders or following specific provisions shall be applicable: (i) Each of the underwriters Company and the Selling Shareholders agree that out of the amount of the total estimated Offer expenses as will be disclosed in the Prospectus under the section “Objects of the Offer” the following shall have no beneficial interest therein save as provided be retained in the Public Offer Account: (A) book running lead management fees, advisory fees, incentives, commissions, brokerage and expenses to the members of the Syndicate under this the engagement letters, if any, the Offer Agreement, and Underwriting Agreement or Applicable Laws. For (when executed) (the avoidance of doubt, it is clarified that “Estimated Offer Expenses”); and (B) the Bidders or Securities Transaction Tax (the underwriters shall continue “STT”) and any other tax required to be Beneficiaries deposited by the Selling Shareholders under Applicable Law in respect of the Offer (“Applicable Tax”) for onward depositing by the Selling Shareholders to the appropriate authorities, in accordance with a certificate provided by a chartered accountant of repute appointed by the Company (the “CA Certificate”) and the Public Offer Account Bank agrees to retain not less than such amounts towards the Estimated Offer Expenses and the Applicable Tax, until a copy of one or more instructions are provided by the BRLM (in the form prescribed in Annexure J). Other than the listing fees, which will be borne solely by the Company, all costs, charges, fees and expenses that are associated with and incurred in connection with the Offer including, inter- alia, filing fees, book building fees and other charges, fees and expenses of the SEBI, the Stock Exchange, the Registrar of Companies and any other Governmental Authority, advertising, printing, road show expenses, accommodation and travel expenses, fees 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 Designated Intermediaries and any other consultant, advisor or third party in connection with the Offer shall be borne by the Company and the Selling Shareholders in proportion to the number of Equity Shares issued and/or transferred by each of the Company and the Selling Shareholder in the Offer, respectively. Selling Shareholders agrees that it shall reimburse the Company for any expenses in relation to the Surplus AmountOffer paid by the Company on behalf of the Selling Shareholders directly from the Public Offer Account. It is hereby agreed that the Company and the Selling Shareholders will be responsible for procuring and providing the CA Certificate, if anyin the form prescribed in Annexure K, confirming, among others, the amount of Applicable Tax prior to the date of Allotment. The Selling Shareholders shall provide all such information and subject documents as may be reasonably necessary and tax payment challan of Applicable Tax to Clausethe BRLM. (ii) The BRLM shall (with a copy to the Company and the Selling Shareholders), following the receipt of the final listing and trading approvals from the Stock Exchange and the CA Certificate, provide the Public Offer Account Bank (in the form specified in Annexure J), one or more instructions stating details of the amounts to be paid towards Estimated Offer Expenses and tax payment challan of the Applicable Tax paid by selling shareholders as specified in Clause 3.2.

Appears in 1 contract

Sources: Public Offer Account Agreement

Completion of the Offer. 3.2.3.1. 3.2.4.1 In the event of the completion of the Offer: (ia) The Escrow Collection Bank, Public Offer Account Bank, Refund Bank and Sponsor Banks shall refer to the Red ▇▇▇▇▇▇▇ Prospectus for the Anchor Investor Bidding Date, the Bid / Offer Opening Date and Bid / Offer Closing Date and on the date on which initiation of refunds (if any, for Anchor Investors) or unblocking of funds from ASBA Account shall take place, in the form provided in Schedule IX. (b) The Registrar shall, on or prior to the Designated Date in writing: , (a) along with the Book Running Lead Managers, intimate the Bankers to the Offer in the form provided in Schedule I heretoIVA, intimate the Escrow Collection Bank, Public Offer Account Bank, the Designated Date Refund Bank and the Sponsor Banks (with a copy to the Company and the Selling Shareholders) ), 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 Offer Account, (including ii) amounts, if any, paid by the underwriters 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 Offer Account; , and (iii) 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, the Selling Shareholders and the Book Running Lead Managers) of ), in the form provided in Schedule IX, the Designated Date, and provide the SCSBs and the Sponsor Banks with the written details of the 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 Offer 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 UPI Bidders’ accounts such ASBA Account to the Public Offer Account and the remaining funds, if any, will be unblocked to without any manual intervention by the UPI Bidder or its bankthe 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 Offer Account and the remaining funds, if any, will be unblocked without any manual intervention by the Bidder or the SCSBs. The amounts paid 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 BRLMs, the Company and the Selling Shareholders of such transfer. The Sponsor Banks shall be responsible for sharing the details of Bid Amounts that have to be unblocked and transferred from the ASBA Accounts to the Public Offer Account with the UPI Bidders’ banks. In the event such transfers are unable to be completed on the same Working Day, such instructions issued by the underwriters or any other person pursuant to their underwriting obligations in terms of Registrar and the Underwriting Agreement. The Registrar shall also, on or prior BRLMs to the Designated Date provide Escrow Collection Bank, and by the Registrar to the SCSBs and or the Sponsor Banks (with a copy 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 Book Running Lead ManagersPublic Offer Account, the Escrow Collection Bank shall appropriately confirm the same to the Registrar and BRLMs, the Company and the Selling Shareholders) with the written details of the Bid Amounts that have to be transferred to the Public Offer Account as well as Surplus Amounts that are required to be unblocked. The amounts to be unblocked and transferred from the ASBA Account to the Public Offer Account by the SCSBs (including the relevant UPI Bidders’ banks Bidder’s bank on raising of debit/ debit/collect requests request by the Sponsor BankBanks) represent Bids from ASBA Bidders that have received confirmed allocation in respect of the Equity Shares in the Offer. . (c) Notwithstanding the completion of the Offer, in case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism) exceeding two Working Days from the Bid/ Offer Closing Date or such timeline as may be prescribed by Applicable Law, the Bidder shall be compensated at a uniform rate of ₹ 100 per day for the entire duration of delay exceeding two Working Days from the Bid/ Offer Closing Date by the intermediary responsible for causing such delay in unblocking. (d) The amounts to be transferred to the Public Offer Account by the Escrow Collection Bank represent Bids from Anchor Investors that have received confirmed allocation in respect of the Equity Shares in the Offer 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 unblocked and transferred to the Public Offer Account by the SCSBs (including the relevant UPI Bidder's ’s bank on raising of debit/collect request by the Sponsor Banks) represent Bids from ASBA Bidders that have received confirmed allocation in respect of the Equity Shares in the Offer. (e) On the Designated Date, the Escrow Collection Bank and the SCSBs shall, on receipt of such details under Clause 3.2.3.1 from the Registrar Lead Managers and the Book Running Lead ManagersRegistrar, 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, as applicable, 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 Offer Account on the Designated DateAccount. The Surplus Amount, if any, Amount shall be transferred from by the Escrow Account Collection Bank to the Refund Bank on the basis Account upon receipt of written instructions of the Registrar and the Book Running Lead Managers (with notice to the Company and the Selling ShareholdersCompany) in accordance with the Schedule III and procedure specified in this Agreement, relevant circulars issued by SEBI, the Red ▇▇▇▇▇▇▇ Prospectus, Prospectus and the Prospectus. 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 UPI Streamlining Circular) and, immediately upon such transfer, the Refund Bank shall intimate the Book Running Lead Managers and the Company of such transfer, with a copy to the Selling Shareholders. In the event such transfers are unable to be completed on the same Working Day, such instructions issued by the Registrar (as the case maybe) to the Escrow Collection Bank, and by the Registrar and the Book Running Lead Managers to the SCSBs or the Sponsor Banks, as applicable, shall be valid for the next Working Daythis Agreement. Immediately upon the transfer of the amounts to the Public Offer Account or and the Refund Account, the relevant Banker to Escrow Collection Bank, the Public Offer Account Bank and the Refund Bank and the Sponsor Banks shall appropriately confirm the same such transfer or receipt, as applicable, to the Registrar and the Book Running Lead Managers (with a copy to the Company and the Selling Shareholders). (iif) In Thereupon, in relation to amounts lying to the credit of the Public Offer 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 under in this Agreement or under Applicable LawsLaw. 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 in relation to the Surplus Amount, if any, and subject to Clauseto

Appears in 1 contract

Sources: Cash Escrow and Sponsor Bank Agreement

Completion of the Offer. 3.2.3.1. 3.2.3.1 In the event of the completion of the Offer: (ia) The Registrar shall, on or prior to the Designated Date in writing: writing (ai) along with the Book Running Lead Managers, intimate the Bankers Banker to the Offer in the form provided in Schedule I hereto, the Designated Date (with a copy to the Company and the Selling Shareholders) and provide the written details of the Bid Amounts (including amounts, if any, paid by the underwriters 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 Offer Account; ; (bii) intimate the SCSBs and the Sponsor Banks Bank in writing (in the form provided in Schedule II) (with a copy to the Company, the Selling Shareholders and the Book Running Lead Managers) of the Designated Date, and provide the SCSBs and the Sponsor Banks Bank 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 Offer 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/ collect request from the UPI Retail Individual Bidders’ bank accounts, whereupon the funds will be transferred from the UPI respective Retail Individual Bidders’ accounts to the Public Offer Account and the remaining funds, if any, will be unblocked to the UPI Retail Individual Bidder or its bank. Further, the SCSBs will raise the debit/ collect request from the respective ASBA Account and issue necessary instructions, whereupon the funds will The amounts to be transferred from such ASBA Account to the Public Offer Account by the Escrow Collection Bank represent Bids from Anchor Investors that have received confirmed allocation in respect of the Equity Shares in the Offer and the remaining fundsamounts, if any, will be unblocked without any manual intervention by the Bidder or the SCSBs. The amounts paid by the underwriters Underwriters or any other person pursuant to their underwriting obligations in terms of the Underwriting Agreement. The 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 the Selling Shareholders) with the written details of the Bid Amounts that have to be transferred to the Public Offer Account as well as Surplus Amounts that are required to be unblocked. The amounts to be unblocked and transferred to the Public Offer Account by the SCSBs (including the UPI Retail Individual Bidders’ banks on raising of debit/ collect requests by the Sponsor Bank) represent Bids from ASBA Bidders that have received confirmed allocation in respect of the Equity Shares in the Offer. The Escrow Collection Bank and the SCSBs (including the UPI Bidder's bank on raising of debit/collect request by the Sponsor Banks) shallSCSBs, on receipt of such details from the Registrar and the Book Running Lead Managers, 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, 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 Offer Account on the Designated Date. The Surplus Amount, if any, shall be transferred from the Escrow Account to the Refund Bank Account on the basis of written instructions of the Registrar and the Book Running Lead Managers (with notice to the Company and the Selling Shareholders) in accordance with the Schedule III and procedure specified in this Agreement, relevant circulars issued by SEBI, Agreement and the Red ▇▇▇▇▇▇▇ Prospectus and the Prospectus. 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 UPI Streamlining Circular) and, immediately upon such transfer, the Refund Bank shall intimate the Book Running Lead Managers and the Company of such transfer, with a copy to the Selling Shareholders. In the event such transfers are unable to be completed on the same Working Day, such instructions issued by the Registrar (as the case maybe) to the Escrow Collection Bank, and by the Registrar and the Book Running Lead Managers to the SCSBs or the Sponsor Banks, as applicable, shall be valid for the next Working Day. Immediately upon the transfer of the amounts to the Public Offer Account or the Refund Account, the relevant Banker to the Offer shall appropriately confirm the same to the Registrar and the Book Running Lead Managers (with a copy to the Company and the Selling Shareholders). (iib) In relation to amounts lying to the credit of the Public Offer Account, the Bidders or the underwriters Underwriters shall have no beneficial interest therein save as provided under this Agreement or Applicable Lawsin Section 40 of the Companies Act, 2013. 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 ClauseClause 3.2.3.2 and receipt of the final listing and trading approvals and Allotment, the Company (to the extent eligible to receive any amount as reimbursement from the Selling Shareholders) and the Selling Shareholders shall be the beneficiary in respect of the monies transferred to the Public Offer Account. Further, it is hereby clarified that until the receipt of final listing and trading approvals from both the Stock Exchanges, the Public Offer Account Bank shall not transfer the monies due to the Company and the Selling Shareholders, net of Offer Expenses, Securities Transaction Tax and any other taxes as applicable including but not limited to Withholding Tax (as applicable to the Selling Shareholders) from the Public Offer Account to the Company’s or the Selling Shareholders’ bank accounts, prior to receiving written instructions from the Company and/or the Managers, in accordance with Clause 3.2.3.2. (c) The Registrar shall, within two (2) Working Days from the Bid/Offer Closing Date, in writing in the prescribed form (specified in Schedule V hereto), intimate the Company, the Selling Shareholders and the Managers, the aggregate amount of commission payable to the SCSBs, Sponsor Bank, 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 Offer, as calculated by the Registrar to the Offer, shall be transferred by the Company, including on behalf of the Selling Shareholders, 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, including on behalf of the Selling Shareholders, as applicable, within 30 Working Days of receipt of invoices from the respective RTAs and CDPs, as the case may be. (d) The fees payable to the Sponsor Bank for services provided in terms of this Agreement shall be as per the commercial arrangement agreed between Company and the respective Sponsor Bank per block created (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. (e) Notwithstanding anything stated in this Agreement, each of the Company and Selling Shareholders, hereby acknowledge and agree that it shall take all necessary action to ensure that the Offer Expenses shall be paid to the respective intermediaries (to the extent such expenses are not paid by the Selling Shareholders or the Company either on its own behalf or the Selling Shareholders’ behalf) 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. Each Selling Shareholder agrees to the retention of an amount equivalent to (i) the Securities Transaction Tax payable by it in respect of its Offered Shares as per Applicable Law, and (ii) the stamp duty payable on transfer of Offered Shares, in the Public Offer Account and authorizes the Managers to instruct the Public Offer Account Bank to remit such amounts at the instruction of the Managers for payment of Securities Transaction Tax by the post-Offer BRLM (on behalf of the Managers) to the Indian taxation/ revenue authorities, immediately upon receipt of the final listing and trading approvals from the Stock Exchanges in accordance with the provisions of this Agreement. The Selling Shareholders shall extend such reasonable cooperation as may be requested by the post-Offer BRLM (on behalf of the other Managers) to deposit the Securities Transaction Tax in a timely manner. (f) The 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 Offer 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 Offer Account, the following specific provisions shall be applicable: (a) The Company and the Selling Shareholders agree to retain, in the Public Offer Account, not less than such amounts as may have been estimated towards Offer related expenses and as will be disclosed in the Prospectus towards Offer 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 fee letters, the Offer Agreement, the Syndicate Agreement and the Underwriting Agreement, (ii) fees and expenses payable to the Managers in accordance with the Fee Letter and the Offer Agreement; (iii) fees and expenses payable to the legal counsels to the Company, Selling Shareholders and the Managers; (iv) fees payable to the SCSBs, Registered Brokers, Collecting Depository Participants, RTAs, Sponsor Bank as mentioned in the Syndicate Agreement; and (v) and any other expenses in connection with the Offer, including road show expenses, advertisement, media and other expenses (collectively referred to as the “Offer Expenses”) and (B) securities transaction tax in respect of the Offer for Sale pursuant to the Chapter VII of the Finance Act (No. 2), 2004, as amended (the “Securities Transaction Tax”), for onward depositing by the post-Offer BRLM (on behalf of the Managers) 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, on behalf of the Selling Shareholders, in the format provided in Schedule XI (“CA Tax Certificate”), until such time and subsequent to receipt of final listing and trading approvals from Stock Exchanges; (a) as the Managers instruct the Public Offer Account Bank, in the form specified in Schedule VA with respect to (A)(i) and (A)(ii) above, and (B), with a copy to the Company and the Selling Shareholders; and (b) the Company and Managers instructs the Public Offer Account Bank, in the form specified in Schedule VB with respect to (A)(iii), (A)(iv) and (A)(v) above, with a copy to the Selling Shareholders. It is clarified that the CA Tax Certificate shall be provided to the Managers immediately upon Allotment, and prior to receipt of listing and trading approvals for the Equity Shares on the Stock Exchanges. It is clarified that the Securities Transaction Tax will be borne by the Selling Shareholders for their respective Offered Shares sold by the Selling Shareholders in the Offer for Sale. All Offer Expenses will be shared between the Company and the Selling Shareholders in the manner as mutually agreed between the Company and the Selling Shareholders in the Offer Agreement. The Company and the Selling Shareholders acknowledge and accept that (a) the amount of applicable Securities Transaction Tax, for which instructions will be provided in form as specified in Schedule VA by the Managers will be calculated as per provisions of Clause 3.2.3.2 (a) above and only and the said amount of calculated Securities Transaction Tax will be transferred to the post-Offer BRLM (on behalf of the Managers) for onward remittance to the Indian income tax/ revenue authorities as per the prevailing mechanism under the Applicable Law at the time of the said transfer; and (b) the Securities Transaction Tax shall be deducted solely and exclusively from the proceeds of the Offer for Sale for the purposes of remitting such amount in accordance with the procedure mentioned above. The facilitation for procuring and providing the CA Tax Certificate shall be done by the Company and the Selling Shareholders, and the Managers shall not be liable for the computation of the Securities Transaction Tax. (b) On the receipt of final listing and trading approvals from the Stock Exchanges and the CA Tax Certificate, (A) the Managers shall, by one or more instructions, in the form specified in Schedule VA with a copy to the Company and the Selling Shareholders, instruct the Public Offer Account Bank of the amount of the payment towards the Offer 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 Selling Shareholders or the Company either on behalf of itself or the Selling Shareholders) 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 Managers and the Selling Shareholders, instruct the Public Offer Account Bank of the amount of the payment towards the Offer Expenses under sub- clauses (a)(A)(iii), (a)(A)(iv) and (a)(A)(v) of Clause 3.2.3.2 (to the extent such amounts have not been paid by Selling Shareholders or the Company, either on behalf of itself or the Selling Shareholders), and the Public Offer Account Bank shall remit such amounts within one Working Day of receipt of the instruction from the Managers and the Company, as the case may be. (c) Until such time that instructions in the form specified in Schedule VA and Schedule VB is received from the Managers and the Company, the Public Offer Account Bank shall retain the amounts mentioned in Clause 3.2.3.2 (a) in the Public Offer Account and shall not act on any instruction, including that of the Company other than as provided in Clause 3.2.3.2(d). The instructions in the forms specified in Schedule VA and Schedule VB shall be binding on the Public Offer 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 and either on behalf of itself or the Selling Shareholders to the Public Offer Account Bank to debit the Public Offer Account as per the details contained in Schedule VA and Schedule VB. (d) The Managers shall upon completion of the transfers specified in Clauses 3.2.3.2(b) and 3.2.3.2(c) above, instruct the Public Offer Account Bank, in the form specified in Schedule VI (with a copy to the Company and the Selling Shareholders), the amounts to be transferred from the Public Offer Account to the bank account of the Company and the Selling Shareholders, as intimated to the Managers by the Company and the Selling Shareholders for themselves in the form provided in Schedule XIV and the Public Offer Account Bank shall remit such amounts within one Working Day from the receipt of such instructions. Provided however, the Company and the Selling Shareholders shall intimate to the 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 and Selling Shareholders respectively where such amount should be transferred from the Public Offer Account. Amounts to which the Selling Shareholders are entitled to, shall be transferred to the bank account of resident seller and offshore bank account of non-resident Selling Shareholders after deducting their respective share of the Offer Expenses and the Securities Transaction Tax and other withholding taxes to Indian revenue authorities, payable by such Selling Shareholders in accordance with Clause 3.2.3.2(a). (e) The written instructions as per Schedule VA, Schedule VB and Schedule VI shall be valid instructions if signed by the persons named in Schedule VIII whose specimen signatures are contained herein, in accordance with Clause 15 or as may be authorized by the respective Managers(s) for itself or the Company with intimation to the Banker to the Offer. (f) In the event of any compensation paid or required to be paid by any Managers, including the post-Offer BRLM, to Bidders for delays or failure in redressal of their grievance in accordance with the SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 (“March 16 Circular”) and the SEBI circular SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 (“June 2 Circular”), as amended, the Company shall reimburse the relevant Manager for such compensation (including applicable taxes and statutory charges, if any) within 2 (two) Working Days of (i) receipt o

Appears in 1 contract

Sources: Cash Escrow and Sponsor Bank Agreement

Completion of the Offer. 3.2.3.1. 3.2.d.1 In the event of the completion of the Offer: (ia) If the Red ▇▇▇▇▇▇▇ Prospectus does not specify the Anchor Investor Bid/ Offer Period, the BRLMs shall, after the filing of the Red ▇▇▇▇▇▇▇ Prospectus with the RoC and prior to the Anchor Investor Bidding Date, and upon receipt of any requisite information from the Company, intimate in writing in the form provided in Schedule XIV hereto, the Anchor Investor Bid/ Offer Period, the Bid/Offer Opening Date and Bid/Offer Closing Date to the Escrow Collection Bank, Public Offer Account Bank, Refund Bank, Sponsor Banks and the Registrar with a copy to the Company. (b) The Registrar and BRLMs shall, on or prior to the Designated Date Date, in writing: (a) along with the Book Running Lead Managers, intimate the Bankers to the Offer in the form provided in Schedule I heretoIII, provide the Designated Date Escrow Collection Bank (with a copy to the Company and each of the Selling Shareholders) and provide with the written details of the Bid Amounts (including amountsrelating to the Anchor Investors and amounts transferred from escrow accounts, if any, paid by the underwriters 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 Offer Account; (b) intimate the SCSBs and the Sponsor Banks in writing (in the form provided in Schedule II) (with a copy to the Company, the Selling Shareholders and the Book Running Lead Managers) of the Designated Date, and provide the SCSBs and the Sponsor Banks with the written details of the 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 Offer 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 UPI Bidders’ accounts to the Public Offer Account and the remaining fundsdetails of the Surplus Amount, if any, will that are to be unblocked transferred to the UPI Bidder or its bankRefund Account from Escrow Collection Account. Further, the SCSBs will raise the debit/ collect request from the respective ASBA Account and issue necessary instructions, whereupon the funds will The amounts to be transferred from such ASBA Account to the Public Offer Account by the Escrow Collection Bank represent Bids from Anchor Investors that have received confirmed allocation in respect of the Equity Shares in the Offer and the remaining fundsamounts, if any, will be unblocked without any manual intervention by the Bidder or the SCSBs. The amounts paid by the underwriters Underwriters or any other person pursuant to their any underwriting obligations in terms of the Underwriting Agreement. The 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 ManagersBRLMs, the Company and each of the Selling Shareholders) with the written details of the Bid Amounts that have to be transferred to the Public Offer Account as well as Surplus Amounts that are required to be unblocked. The amounts Sponsor Banks shall be responsible for sharing the details of Bid Amounts that have to be unblocked and transferred to the Public Offer Account by the SCSBs (including with the UPI Bidders’ banks on raising of debit/ collect requests by banks. On the Sponsor Bank) represent Bids from ASBA Bidders that have received confirmed allocation in respect of Designated Date, the Equity Shares in the Offer. The Escrow Collection Bank and Bank, the SCSBs (including the UPI Bidder's ’s bank on raising of debit/debit/ collect request by the Sponsor Banks) shall), on receipt of such details from the Registrar BRLMs and the Book Running Lead Managers, Registrar or on receipt of the debit/collect request from the Sponsor Banks (in case of UPI Bidders Bidding using the UPI MechanismBidders), as the case may be, as applicable, 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 Offer 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 Offer 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, as applicable. The Surplus Amount shall be transferred from the Escrow Account to the Refund Bank on Account at the basis of written instructions of the Registrar and the Book Running Lead Managers BRLMs (with notice to the Company and each of the Selling Shareholders) in accordance with the Schedule III and procedure specified in this Agreement, relevant circulars issued by SEBI, the Red ▇▇▇▇▇▇▇ Prospectus, Prospectus and the Prospectusthis Agreement. 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 UPI Streamlining March 16 Circular, the June 2 Circular as applicable) and, immediately upon such transfer, the Refund Bank shall intimate the Book Running Lead Managers BRLMs and the Company of such transfer, with a copy to the Selling Shareholders. In the event such transfers are unable to be completed on the same Working Day, such instructions issued by the Registrar and BRLMs (as the case maybe) to the Escrow Collection Bank, and by the Registrar and the Book Running Lead Managers to the SCSBs or the Sponsor BanksBanks (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 Offer Account or the Refund Account, the relevant Banker to the Offer Escrow Collection Bank shall appropriately confirm the same to the Registrar and the Book Running Lead Managers BRLMs (with a copy to the Company and each of the Selling Shareholders). The amounts to be transferred from the ASBA Account to the Public Offer Account by the SCSBs and Sponsor Banks represent Bids from ASBA Bidders and UPI mechanism Bidders, respectively that have received confirmed allocation in respect of the Equity Shares in the Offer. (iic) In Thereupon, in relation to amounts lying to the credit of the Public Offer 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 under in this Agreement or under Applicable Laws. 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 in relation to the Surplus Amount, if any, and subject to ClauseClause 3.2.d.2 and upon receipt of the final listing and trading approvals, the Selling Shareholders, and Company (solely to the extent of reimbursement of any Offer Expenses incurred by the Company on behalf of the Selling Shareholders, which is payable to the Company out of the Offer proceeds), except to the extent of Offer Expenses payable out of the Offer proceeds, shall be the Beneficiaries in respect of their respective portions of the balance amount. Further, it is hereby clarified that, the Public Offer Account Bank shall transfer the proceeds due to the Selling Shareholders and the Company, if applicable, from the Public Offer Account to the Selling Shareholders’ bank accounts and Company’s bank account, if applicable, only on receipt of final listing and trading approvals from the Stock Exchanges and such proceeds shall be net of the Offer Expenses and the STT and/or other withholding taxes, if applicable (such as TDS on the capital gains by the Selling Shareholders), calculated based on the Chartered Accountant Certificate. The transfer from the Public Offer Account shall be

Appears in 1 contract

Sources: Cash Escrow and Sponsor Bank Agreement

Completion of the Offer. 3.2.3.1. 3.2.3.1 In the event of the completion of the Offer: (ia) The Registrar shall, on or prior to the Designated Date in writing: , (a) along with the Book Running Lead ManagersBRLMs, intimate the Bankers to the Offer in the form provided in Schedule I heretoIII A, intimate the Designated Date Escrow Collection Bank (with a copy to the Company and the Selling Shareholders) ), 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 Offer Account, (including ii) amounts, if any, paid by the underwriters 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 Cash Escrow Account Accounts to the Public Offer Account; , and (iii) the Surplus Amount, if any, to be transferred from the 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, the Selling Shareholders and the Book Running Lead Managers) of BRLMs), in the form provided in Schedule III B, the Designated Date, and provide the SCSBs and each of 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 Offer Account. The Escrow Collection Bank and the SCSBs, on receipt of such details / written instructions from the Registrar and the BRLMs, as applicable, shall each respectively, 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 Bidders to the Public Offer Account on the Designated Date, as applicable. 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 UPI Bidders’ accounts such ASBA Account to the Public Offer 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 Bidder or its bankBidder. 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 Offer Account and the remaining funds, if any, will be unblocked without any manual intervention by the Bidder or the SCSBs. The amounts paid 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 BRLMs, the Company and the Selling Shareholders of such transfer. In the event such transfers are unable to be completed on the same Working Day, such instructions issued by the underwriters or any other person pursuant to their underwriting obligations in terms of Registrar and the Underwriting Agreement. The Registrar shall also, on or prior BRLMs to the Designated Date provide Escrow Collection Bank, and by the Registrar and the BRLMs to the SCSBs and or the Sponsor Banks (with a copy 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 Book Running Lead ManagersPublic Offer Account, the Escrow Collection Bank shall appropriately confirm the same to the Registrar and BRLMs, the Company and the Selling Shareholders) with the written details of the Bid Amounts that have to be transferred to the Public Offer Account as well as Surplus Amounts that are required to be unblocked. The amounts to be unblocked and transferred from the ASBA Account to the Public Offer Account by the SCSBs (including the relevant UPI Bidders’ banks Bidder’s bank on raising of debit/ debit/collect requests request by the Sponsor Bank) represent Bids from ASBA Bidders that have received confirmed allocation in respect of the Equity Shares in the Offer. (b) Notwithstanding the completion of the Offer, in case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism) exceeding 2 (two) Working Days from the Bid/ Offer Closing Date or such timeline as may be prescribed by Applicable Law, the Bidder shall be compensated at a uniform rate of ₹ 100 per day for the entire duration of delay exceeding 2 (two) Working Days from the Bid/ Offer Closing Date or such timeline as may be prescribed by Applicable Law 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 delay in unblocking. 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) It is hereby clarified that in case of any failure or delay on the part of such Relevant Intermediary (as determined by the BRLMs, in their sole discretion) in resolving the grievance of an investor, beyond the date of receipt of a complaint in relation to unblocking, such Relevant Intermediary will be liable to pay compensation to the investor in accordance with the March 2021 Circular, as applicable. It is hereby further clarified that Members of the Syndicate are not responsible for unblocking of account and shall not be liable in any manner whatsoever for any failure or delay on the part of such Relevant Intermediary (as determined by the BRLMs, in their sole discretion) to discharge its obligation to compensate the investor for the delay in unblocking of amount, as stated above and any delay in unblocking is sole responsibility of SCSBs. (d) The amounts to be transferred to the Public Offer Account by the Escrow Collection Bank represent Bids from Anchor Investors that have received confirmed allocation in respect of the Equity Shares in the Offer 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 Offer Account by the SCSBs (including the relevant UPI Bidder’s bank on raising of debit/collect request by the Sponsor Banks) and the Sponsor Banks represent Bids from ASBA Bidders that have received confirmed allocation in respect of the Equity Shares in the Offer. (e) On the Designated Date, the Escrow Collection Bank and the SCSBs (including the UPI Bidder's ’s bank on raising of debit/collect request by the Sponsor Banks) shall, on receipt of such details from the Registrar BRLMs and the Book Running Lead ManagersRegistrar, 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, as applicable, 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 Offer Account on the Designated DateAccount. The Surplus Amount, if any, Amount shall be transferred from the Escrow Account to the Refund Bank on the basis Account upon receipt of written instructions of the Registrar and the Book Running Lead Managers BRLMs (with notice to the Company and the Selling Shareholders) in accordance with the Schedule III and procedure specified in this Agreement, relevant circulars issued by SEBI, the Red ▇▇▇▇▇▇▇ Prospectus, Prospectus and the Prospectus. 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 UPI Streamlining Circular) and, immediately upon such transfer, the Refund Bank shall intimate the Book Running Lead Managers and the Company of such transfer, with a copy to the Selling Shareholders. In the event such transfers are unable to be completed on the same Working Day, such instructions issued by the Registrar (as the case maybe) to the Escrow Collection Bank, and by the Registrar and the Book Running Lead Managers to the SCSBs or the Sponsor Banks, as applicable, shall be valid for the next Working Daythis Agreement. Immediately upon the transfer of the amounts to the Public Offer Account or and the Refund AccountBank, the relevant Banker to Escrow Collection Bank, the Public Offer Account Bank and the Refund Bank shall appropriately confirm the same such transfer or receipt, as applicable, to the Registrar and the Book Running Lead Managers BRLMs (with a copy to the Company and the Selling Shareholders). (iif) In Thereupon, in relation to amounts lying to the credit of the Public Offer 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 under in this Agreement or under Applicable LawsLaw. 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 in relation to the Surplus Amount, if any, and subject to ClauseClause 3.2.2.1 and upon receipt of the final listing and trading approvals, the Selling Shareholders, except to the extent of Offer Expenses payable out of the Offer proceeds, shall be the Beneficiary in respect of the balance amount. Further, it is hereby clarified that until the receipt of final listing and trading approvals from the Stock Exchanges, the Public Offer Account Bank shall not transfer the monies due to the Selling Shareholders, net of the Offer Expenses and the STT, Withholding Tax as applicable from the Public Offer Account to the Selling Shareholder’s bank account. The transfer from the Public Offer Account shall be subject to the Public Offer Account Bank receiving written instructions from the BRLMs, in accordance with Clause 3.2.

Appears in 1 contract

Sources: Cash Escrow and Sponsor Bank Agreement

Completion of the Offer. 3.2.3.1. In the event of the completion of the Offer: (ia) The Escrow Collection Bank, Public Offer Account Bank, Refund Bank and Sponsor Banks shall refer to the Red ▇▇▇▇▇▇▇ Prospectus for the Anchor Investor Bidding Date, the Bid/Offer Opening Date, Bid/Offer Closing Date and on the date on which initiation of refunds (if any, for Anchor Investors) or unblocking of funds from ASBA Account shall take place. (b) The Registrar shall, on or prior to the Designated Date in writing: , (a) along with the Book Running Lead ManagersBRLMs, in the form provided in Schedule IV A, intimate the Bankers to the Offer in the form provided in Schedule I hereto, the Designated Date (with a copy to the Company and the Selling Shareholders) ), 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 Offer Account, (including ii) amounts, if any, paid by the underwriters 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 Offer Account; , and (iii) 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, the Selling Shareholders and the Book Running Lead Managers) of BRLMs), in the form provided in Schedule IV B, the Designated Date, and provide the SCSBs and the Sponsor Banks with the written details of the 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 Offer Account. The Sponsor Banks shall be responsible for sharing the details of Bid Amounts that have to be transferred to the Public Offer 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/ collect request from the UPI Bidders’ bank accountsrespective ASBA Account and issue necessary instructions, whereupon the funds will be transferred from the UPI Bidders’ accounts such ASBA Account to the Public Offer Account and the remaining funds, if any, will be unblocked to without any manual intervention by the UPI Bidder or its bankthe Sponsor Banks in accordance with the March 2021 Circular read with the June 2021 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 Offer Account and the remaining funds, if any, will be unblocked without any manual intervention by the Bidder or the SCSBs. The amounts paid 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 March 2021 Circular, the June 2021 Circular and April 2022 Circular II as applicable) and immediately upon such transfer, the Refund Bank shall intimate the BRLMs, the Company and the Selling Shareholders of such transfer. In the event such transfers are unable to be completed on the same Working Day, such instructions issued by the underwriters or any other person pursuant to their underwriting obligations in terms of Registrar and the Underwriting Agreement. The Registrar shall also, on or prior BRLMs to the Designated Date provide Escrow Collection Bank, and by the Registrar and the BRLMs to the SCSBs and or the Sponsor Banks (with a copy 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 Book Running Lead ManagersPublic Offer Account, the Escrow Collection Bank shall appropriately confirm the same to the Registrar and BRLMs, the Company and the Selling Shareholders) with the written details of the Bid Amounts that have to be transferred to the Public Offer Account as well as Surplus Amounts that are required to be unblocked. The amounts to be unblocked and transferred from the ASBA Account to the Public Offer Account by the SCSBs (including the relevant UPI Bidders’ banks Bidder’s bank on raising of debit/ debit/collect requests request by the Sponsor BankBanks) represent Bids from ASBA Bidders and UPI Bidders, respectively that have received confirmed allocation in respect of the Equity Shares in the Offer. . (c) The amounts to be transferred to the Public Offer Account by the Escrow Collection Bank represent Bids from Anchor Investors that have received confirmed allocation in respect of the Equity Shares in the Offer and amounts, if any, paid by the Underwriters or any other person pursuant to any underwriting obligations in terms of the Underwriting Agreement. (d) On the Designated Date, the Escrow Collection Bank and the SCSBs (including the UPI Bidder's ’s bank on raising of debit/collect request by the Sponsor Banks) shall, on receipt of such details from the Registrar BRLMs and the Book Running Lead ManagersRegistrar, 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, as applicable, 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 Offer Account on the Designated DateAccount. The Surplus Amount, if any, Amount shall be transferred from the Escrow Account to the Refund Bank on the basis Account upon receipt of written instructions of the Registrar and the Book Running Lead Managers BRLMs (with notice to the Company and each of the Selling Shareholders) in accordance with the Schedule III and procedure specified in this Agreement, relevant circulars issued by SEBI, the Red ▇▇▇▇▇▇▇ Prospectus, Prospectus and the Prospectus. 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 UPI Streamlining Circular) and, immediately upon such transfer, the Refund Bank shall intimate the Book Running Lead Managers and the Company of such transfer, with a copy to the Selling Shareholders. In the event such transfers are unable to be completed on the same Working Day, such instructions issued by the Registrar (as the case maybe) to the Escrow Collection Bank, and by the Registrar and the Book Running Lead Managers to the SCSBs or the Sponsor Banks, as applicable, shall be valid for the next Working Daythis Agreement. Immediately upon the transfer of the amounts to the Public Offer Account or and the Refund AccountBank, the relevant Banker to Escrow Collection Bank, the Public Offer Account Bank and the Refund Bank shall appropriately confirm the same such transfer or receipt, as applicable, to the Registrar and the Book Running Lead Managers BRLMs (with a copy to the Company and the Selling Shareholders). (iie) In Thereupon, in relation to amounts lying to the credit of the Public Offer 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 under in this Agreement or under Applicable LawsLaw. 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 in relation to the Surplus Amount, if any, and subject to ClauseClause 3.2.2.1 and upon receipt of the final listing and trading approvals, the Company (solely to the extent of reimbursement of any Offer Expenses incurred on behalf of the Selling Shareholders) and the Selling Shareholders, except to the extent of Offer Expenses payable out of the Offer proceeds, shall be the Beneficiaries in respect of their respective portions of the balance amount. Further, it is hereby clarified that until the receipt of final listing and trading approvals from the Stock Exchanges, the Public Offer Account Bank shall not transfer the monies due to the Company and the Selling Shareholders, as applicable, net of the Offer Expenses and the STT and/or Other Taxes from the Public Offer Account to the Company’s and the Selling Shareholders’ bank accounts, as applicable. The transfer from the Public Offer Account shall be subject to the Public Offer Account Bank receiving written instructions from the BRLMs, in accordance with Clause 3.2.

Appears in 1 contract

Sources: Cash Escrow and Sponsor Bank Agreement

Completion of the Offer. 3.2.3.1. In the event of the completion of the Offer: (ia) The Escrow Collection Bank, Public Offer Account Bank, Refund Bank and Sponsor Banks shall refer to the Red ▇▇▇▇▇▇▇ Prospectus for the Anchor Investor Bid/Offer Period, the Bid / Offer Opening Date and Bid / Offer Closing Date. (b) The Registrar shall, on or prior to the Designated Date in writing: writing (ai) along with the Book Running Lead Managers, intimate provide the Bankers to the Offer in the form provided in Schedule I IV hereto, the Designated Date (with a copy to the Company and the Selling Shareholders) and provide the written details of the Bid Amounts (including amounts, if any, paid by the underwriters 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 Accounts to the Public Offer Account; ; (bii) intimate the SCSBs and the Sponsor Banks in writing (in the form provided in Schedule IIV) (with a copy to the Company, the Selling Shareholders and the Book Running Lead Managers) of the Designated Date, and provide the SCSBs and the Sponsor Banks with the written details of the amounts that have to be unblocked and transferred from the ASBA Accounts including the accounts blocked through the UPI mechanismMechanism, as applicable, to the Public Offer 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 UPI Bidders’ accounts to the Public Offer Account based on the finalized Basis of Allotment and the remaining funds, if any, will be unblocked to the UPI Bidder or its bank. 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 Offer Account and the remaining funds, if any, will be unblocked bank without any manual intervention by the Bidder or the SCSBsintervention. The amounts paid by the underwriters or any other person pursuant to their underwriting obligations in terms of the Underwriting Agreement. The Registrar shall alsoRegistrar, 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 the Selling Shareholders) with the written details of the Bid Amounts that have to be transferred to the Public Offer Account as well as Surplus Amounts that are required to be unblocked. The amounts to be unblocked and transferred to the Public Offer Account by the SCSBs (including the UPI Bidders’ banks on raising of debit/ collect requests by the Sponsor Bank) represent Bids from ASBA Bidders that have received confirmed allocation in respect of the Equity Shares in the Offer. 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 Registrar and the Book Running Lead Managers, 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, 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 Offer Account on the Designated Date. The Surplus Amount, if any, shall be transferred from the Escrow Account to the Refund Bank on the basis of written instructions of the Registrar and the Book Running Lead Managers (with notice to the Company and the Selling Shareholders) in accordance with the Schedule III and procedure specified in this Agreement, relevant circulars issued by SEBI, the Red ▇▇▇▇▇▇▇ Prospectus and the Prospectus. 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 UPI Streamlining Circular) and, immediately upon such transfer, the Refund Bank shall intimate the Book Running Lead Managers and the Company of such transfer, with a copy to the Selling Shareholders. In the event such transfers are unable to be that unblocking is completed on the same Working Day, such instructions issued by the Registrar (as the case maybe) to the Escrow Collection Bank, and by the Registrar and the Book Running Lead Managers to the SCSBs or the Sponsor Banks, as applicable, shall be valid for the next Working Day. Immediately upon the transfer of the amounts to the Public Offer Account or the Refund Account, the relevant Banker to the Offer shall appropriately confirm the same to the Registrar and the Book Running Lead Managers (with a copy to the Company and the Selling Shareholders). (ii) In relation to amounts lying to the credit of the Public Offer Account, the Bidders or the underwriters shall have no beneficial interest therein save as provided under this Agreement or Applicable Laws. 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 Clausewithin four

Appears in 1 contract

Sources: Cash Escrow and Sponsor Bank Agreement

Completion of the Offer. 3.2.3.1. In (a) The Anchor Investor Bid/ Offer Period, the event of Bid/Offer Opening Date and Bid/Offer Closing Date shall be as described in the completion of the Offer:Red ▇▇▇▇▇▇▇ Prospectus. (ib) The Registrar Registrar, shall, on or prior to the Designated Date Date, in writing: , (a) along with the Book Running Lead Managers, intimate the Bankers to the Offer in the form provided in Schedule I hereto, the Designated Date Escrow Collection Bank (with a copy to the Company and the Selling Shareholders) ), 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 Offer Account; ; and (ii) the details of the Surplus Amounts, if any, that are to be transferred from Escrow Accounts to the Refund Account, in the form specified in Annexure F; and (b) intimate the SCSBs and the Sponsor Banks in writing (in the form provided in Schedule II) (with a copy to the Company, the Selling Shareholders and the Book Running Lead Managers) of ), the Designated Date, and provide the SCSBs and the Sponsor Banks with the written details of the 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 Offer 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 UPI Bidders’ accounts to the Public Offer Account and the remaining funds, if any, will be unblocked to the UPI Bidder or its bank. 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 Offer Account and the remaining funds, if any, will be unblocked without any manual intervention by the Bidder or the SCSBsUPI Bidder. The amounts paid by Sponsor Banks shall be responsible for sharing the underwriters or any other person pursuant details of Bid Amounts that have to their underwriting obligations in terms of be unblocked and transferred from the Underwriting AgreementASBA Accounts to the Public Offer Account with the UPI Bidders’ banks. The Registrar shall alsoRegistrar, on or prior to the Designated Date provide the SCSBs and the Sponsor Banks shall ensure that unblocking is completed within four (with a copy to the Book Running Lead Managers, the Company and the Selling Shareholders4) with the written details of the Bid Amounts that have to be transferred to the Public Offer Account as well as Surplus Amounts that are required to be unblocked. The amounts to be unblocked and transferred to the Public Offer Account by the SCSBs (including the UPI Bidders’ banks on raising of debit/ collect requests by the Sponsor Bank) represent Bids from ASBA Bidders that have received confirmed allocation in respect of the Equity Shares in the Offer. 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 Working Days from the Registrar and the Book Running Lead ManagersBid/Offer Closing Date, or on receipt of the debit/collect request from the Sponsor Banks (in case of UPI Bidders Bidding using the UPI Mechanism), such other timelines as the case may be, 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 Offer Account on the Designated Date. The Surplus Amount, if any, shall be transferred from the Escrow Account to the Refund Bank on the basis of written instructions of the Registrar and the Book Running Lead Managers (with notice to the Company and the Selling Shareholders) in accordance with the Schedule III and procedure specified in this Agreement, relevant circulars issued by SEBI, the Red ▇▇▇▇▇▇▇ Prospectus and the Prospectusprescribed under Applicable Law. The Refund Bank shall ensure the transfer of the Surplus Amounts to the account of the Beneficiaries upon receipt of written instructions Beneficiaries, in accordance with Applicable Laws (including the UPI Streamlining Circular) andprocedure specified in the Red ▇▇▇▇▇▇▇ Prospectus, Prospectus and this Agreement and immediately upon such transfer, the Refund Bank shall shall, in writing, intimate the Book Running Lead Managers Managers, the Company and the Company Selling Shareholders of such transfer, with a copy to the Selling Shareholders. In the event such transfers are unable to be completed on the same Working Day, such instructions issued by the Registrar and the Lead Managers (as the case maybe) to the Escrow Collection Bank, and by the Registrar and the Book Running Lead Managers BRLMs to the SCSBs or the Sponsor BanksBanks (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 Offer Account or the Refund Account, the relevant Banker to the Offer Escrow Collection Bank shall appropriately confirm the same to the Registrar and the Book Running Lead Managers (with a copy to the Company and the Selling Shareholders). The amounts to be transferred to the Public Offer Account by the Escrow Collection Bank represent Bids from Anchor Investors that have received confirmed allocation in respect of the Equity Shares in the Offer 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 unblocked and transferred to the Public Offer Account by the SCSBs (including the relevant UPI Bidder’s bank on raising of debit/collect request by the Sponsor Banks) and the Sponsor Banks represent Bids from ASBA Bidders that have received confirmed allocation in respect of the Equity Shares in the Offer. (iic) On the Designated Date, the Escrow Collection Bank and the SCSBs (including the UPI Bidder’s banks on raising of debit/ collect request by the Sponsor Banks), on receipt of details under Section 3.2.3(b) from the Registrar and the Lead Managers or the Sponsor Banks (in case of UPI using the UPI Mechanism), shall, 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 to the Public Offer Account and the Escrow Collection Bank shall transfer the Surplus Amount to the Refund Account in accordance with the procedure set out in this Agreement and the Red ▇▇▇▇▇▇▇ Prospectus and the Prospectus. In the event such transfers are unable to be completed on the same Working Day, such instructions issued by the Lead Managers and the Registrar to the Escrow Collection Bank and by the Registrar 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 Offer Account and the Refund Account, the Escrow Collection Bank, the Public Offer Account Bank, the Refund Bank, SCSB and the Sponsor Banks shall appropriately confirm such transfer to the Registrar and the Lead Managers (with a copy to the Company and the Selling Shareholders). Thereupon, in relation to such amounts transferred to the Public Offer Account, the Bidders or the Underwriters (or any other person pursuant to any underwriting obligation), as the case may be, shall have no beneficial interest therein save as provided under Applicable Law. For the avoidance of doubt, the Bidders or the Underwriters or any other person, as the case may be, shall continue to be the Beneficiaries in relation to any Surplus Amount and subject to the terms of this Agreement and upon receipt of the listing and trading approvals, the Company and the Selling Shareholders shall be the Beneficiaries (except to the extent of the permitted deductions payable out of the Offer proceeds) in respect of their respective portions of the balance amount. (d) The Lead Managers are hereby severally 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 Offer Account and the Refund Account, as applicable. (e) In relation to amounts lying to the credit of the Public Offer Account, the Bidders or the underwriters Underwriters shall have no beneficial interest therein save as provided under this Agreement or Applicable Lawsin Section 40 of the Companies Act, 2013. 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 ClauseSection Error! Reference source not found. and upon receipt of the final listing and trading approvals and Allotment, the Company and the Selling Shareholders shall be the beneficiaries in respect of the monies transferred to the Public Offer Account and such proceeds shall be net of the permitted deductions with respect to each of the Selling Shareholders, as set out in Section 3.2.3.(j)(i). Further, it is hereby clarified that until the receipt of final listing and trading approvals from both the Stock Exchanges, the Public Offer Account Bank shall not transfer the monies due to the Company and the Selling Shareholders, from the Public Offer Account to the Company’s or the Selling Shareholders’ bank accounts (or to the bank accounts as may be directed by the relevant Selling Shareholder with respect to itself), prior to receiving written instructions from the Lead Managers, in accordance with Section 3.2.3.(j)(iv) below. (f) Notwithstanding anything stated in this Agreement, the Company hereby agrees that it shall take all necessary actions to ensure that the offer 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 and the Selling Shareholders to the members of the Syndicate under their respective engagement letters or the Fee Letter, as the case may be, the Offer Agreement and the Syndicate Agreement shall be paid upon receipt of the final listing and trading approvals from the Stock Exchanges in accordance with Section 3.2.3.(g) of this Agreement. (g) The 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 Offer Account and the Refund Account, as applicable. (h) The Company will make the payments 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 and such other parties as required in connection with the performance of the Sponsor Banks’ duties under the SEBI Regulations and other Applicable Law. (i) The Registrar to the Offer shall, within two (2) Working Days from the Bid/Offer Closing Date, in writing in the prescribed form (specified in Annexure G hereto), intimate the Lead Managers (with a copy to the Company and the Selling Shareholders), 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 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, the RTAs and the CDPs shall be transferred from its own account to the Stock Exchanges, the RTAs and the CDPs prior to the receipt of final listing and trading approvals in accordance with Applicable Law and this Agreement. The Company shall also ensure that (a) the aggregate amount of commission and processing fees payable to the SCSBs and the Bankers to the Offer;

Appears in 1 contract

Sources: Cash Escrow and Sponsor Bank Agreement

Completion of the Offer. 3.2.3.1. In If the event of Red ▇▇▇▇▇▇▇ Prospectus does not specify the completion of Anchor Investor Bid/Offer Period, the Offer: (i) The Registrar BRLMs shall, on or after filing the Red ▇▇▇▇▇▇▇ Prospectus with the RoC and prior to the Designated Date in writing: (a) along with Anchor Investor Bid/Offer Period, and upon receipt of such information from the Book Running Lead ManagersCompany, intimate in writing (in the Bankers form specified in Annexure D) the Anchor Investor Bid/Offer Period, the Bid/Offer Opening Date and the Bid/Offer Closing Date to the Escrow Collection Bank, the Public Offer Account Bank, the Refund Bank, the Sponsor Banks and the Registrar to the Offer in the form provided in Schedule I hereto, the Designated Date (with a copy to the Company and the Selling Shareholders). The Registrar to the Offer, shall, on or prior to the Designated Date, in writing, (a) along with the BRLMs, intimate to the Escrow Collection Bank, the Public Offer Account Bank and the Refund Bank (with a copy to the Company and the Selling Shareholders), the Designated Date and provide the Escrow Collection Bank, the Public Offer Account Bank and the Refund Bank with (i) the written details of the Bid Amounts amounts (including amounts, if any, paid by the underwriters 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 Accounts to the Public Offer 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 E; and (b) intimate the SCSBs and the Sponsor Banks in writing (in the form provided in Schedule II) (with a copy to the CompanyBRLMs, the Selling Shareholders Company and the Book Running Lead ManagersSelling Shareholders) of (in the form specified in Annexure F), the Designated Date, and provide the SCSBs and the Sponsor Banks with the written details of the amounts that have are required to be unblocked and transferred from the ASBA Accounts including the accounts blocked through the UPI mechanism, as applicable, Mechanism to the Public Offer AccountAccount as well as Surplus Amounts that are required to be unblocked. 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 UPI Bidders’ accounts to the Public Offer Account and the remaining funds, if any, will be unblocked to the UPI Bidder or its bank. Further, the SCSBs will raise the debit/ 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 Offer 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. The Registrar, the SCSBs and the Sponsor Banks shall ensure that unblocking is completed within two (2) Working Days from the Bid/Offer Closing Date, or such other timelines as may be prescribed under Applicable Law. In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism) exceeding two (2) Working Days from the Bid/ Offer Closing Date or such other period prescribed under Applicable Law, the Bidder or shall be compensated by the intermediary responsible for causing such delay (as determined by the BRLMs in their sole discretion) in unblocking in accordance with Applicable Law (“Relevant Intermediary”). The Company agrees that the BRLMs are not responsible for unblocking of accounts and any delay in unblocking is the sole responsibility of the SCSBs. It is hereby clarified that the Syndicate shall not be liable in any manner whatsoever for any failure or delay on the part of the Relevant Intermediary in discharging its obligation to compensate the investor for the delay in unblocking of the amounts, as stated above. The amounts to be transferred to the Public Offer Account by the Escrow Collection Bank represent Bids from Anchor Investors that have received confirmed allocation in respect of the Equity Shares in the Offer and amounts, if any, paid by the underwriters Underwriters or any other person pursuant to their any underwriting obligations in terms of the Underwriting Agreement. The 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 the Selling Shareholders) with the written details of the Bid Amounts that have to be transferred to the Public Offer Account as well as Surplus Amounts that are required to be unblocked. The amounts to be unblocked and transferred to the Public Offer Account by the SCSBs (including the UPI Bidders’ banks on raising of debit/ collect requests by the Sponsor Bank) represent Bids from ASBA Bidders Bidders, including Bids received through the UPI Mechanism, that have received confirmed allocation in respect of the Equity Shares in the Offer. 3.2.3.2. The 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) shallSCSBs, on receipt of such details from the Registrar and the Book Running Lead Managersunder Section 3.2.3.1, or on receipt of the debit/collect request from the Sponsor Banks (in case of UPI Bidders Bidding using the UPI Mechanism)shall, as the case may be, as applicable, shall within withing 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 Offer 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 Bank Account on the basis of written instructions of the Registrar and the Book Running Lead Managers BRLMs (with notice to the Company and the Selling Shareholders) in accordance with the Schedule III and procedure specified in this Agreement, relevant circulars issued by SEBI, Agreement and the Red ▇▇▇▇▇▇▇ Prospectus and the Prospectus. 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 UPI Streamlining Circular) and, immediately upon such transfer, the Refund Bank shall intimate the Book Running Lead Managers and the Company of such transfer, with a copy to the Selling Shareholders. In the event such transfers are unable to be completed on the same Working Day, such instructions issued by the BRLMs and the Registrar (as to the case maybe) Offer to the Escrow Collection Bank, Bank and by the Registrar and to the Book Running Lead Managers Offer to the SCSBs or and the Sponsor Banks, as applicable, Banks shall be valid for the next Working Day. 3.2.3.3. Immediately upon the transfer of the amounts to the Public Offer Account or and the Refund Account, as applicable, the relevant Banker Escrow Collection Bank and the SCSBs shall appropriately confirm transfer of such amounts and the Public Offer Account Bank and Refund Bank shall confirm receipt of such amounts to the Registrar to the Offer shall appropriately confirm the same to the Registrar and the Book Running Lead Managers BRLMs (with a copy to the Company and the Selling Shareholders). . Thereupon, in relation to such amounts transferred to the Public Offer Account, the Bidders or the Underwriters (ii) or any other person pursuant to any underwriting obligation), as the case may be, shall have no beneficial interest therein save as provided under Applicable Law. For the avoidance of doubt, the Bidders or the Underwriters or any other person, as the case may be, shall continue to be the Beneficiaries in relation to any Surplus Amount and subject to the terms of this Agreement and the receipt of the final listing and trading approvals, the Company and the Selling Shareholders shall be the Beneficiaries in respect of their respective portions of the 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 Registrar, the BRLMs, the Company and the Selling Shareholders of such transfer. 3.2.3.4. The BRLMs are hereby severally 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 Offer Account and the Refund Account, as applicable. 3.2.3.5. It is hereby clarified that until the receipt of final listing and trading approvals from the Stock Exchanges, the Public Offer Account Bank shall not transfer any monies from the Public Offer Account to the bank accounts of the Company or the Selling Shareholders, prior to receipt of written instructions from the BRLMs in accordance with Section 3.2.3.8(iv) below. 3.2.3.6. Notwithstanding anything stated in this Agreement, the Company (on behalf of itself and the Selling Shareholders) hereby acknowledges and agrees that it shall take all necessary actions to ensure that the Offer expenses, including the lead management fees, advisory fees, commissions, brokerage, incentives and expenses payable by the Company and the Selling Shareholders, in accordance with the terms of the Offer Agreement, to the Members of the Syndicate under the Other Agreements shall be paid immediately upon receipt of the final listing and trading approvals from the Stock Exchanges in accordance with the provisions of this Agreement, the Engagement Letters, Offer Agreement, Syndicate Agreement and Underwriting Agreement. 3.2.3.7. The Registrar to the Offer shall, within one (1) Working Day from the Bid/Offer Closing Date, in writing (in the form specified in Annexure G hereto), intimate the BRLMs (with a copy to the Company and the Selling Shareholders), the aggregate amount of commission payable to the SCSBs, Sponsor Banks, Registered Brokers, the RTAs and the CDPs as calculated by the Registrar to the Offer. 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 the Stock Exchanges. The fees payable to the Sponsor Banks for services provided in accordance with Applicable Law, the guidelines issued by the NPCI and terms of this Agreement shall be nil in accordance with the commercial arrangements agreed between the Company and the respective Sponsor Bank per block created for valid Bid cum Application Forms using the UPI Mechanism. The Company (on behalf of itself and the Selling Shareholders) 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 and such other parties as required in connection with the performance of the Sponsor Banks’ duties under the SEBI Regulations and other Applicable Law. The Company shall ensure that the aggregate amount of commission payable to the Registered Brokers, the RTAs and the CDPs as calculated by the Registrar to the Offer, shall be transferred by the Company (including on behalf of the Selling Shareholders) to the Stock Exchanges, the RTAs and the CDPs prior to the receipt of final listing and trading approvals. The Company shall also ensure that (a) the aggregate amount of commission and processing fees payable to the SCSBs and the Sponsor Banks; (b) any amounts payable to the Depositories and the Registrar to the Offer; and (c) any other expenses in connection with the Offer including roadshow expenses, advertisement and media expenses shall be made at the relevant time from the Company’s account. Such amounts shall be adjusted against the amounts to be transferred to the Company and the Selling Shareholders pursuant to Section 3.2.3.8(iv) below. Payments to such intermediaries shall be made by the Company (including on behalf of the Selling Shareholders) only after receiving the confirmation from the Registrar that there are no pending complaints pertaining to block/unblock of UPI Bids and receipt of confirmation of completion of unblocking. The SCSBs, the Sponsor Banks and the Registrar to the Offer shall provide the relevant confirmations to the BRLMs in accordance with the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, the SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 (to the extent these circulars are not rescinded by the SEBI RTA Master Circular) and the SEBI RTA Master Circular. 3.2.3.8. Notwithstanding anything stated in this Agreement, in respect of the amounts lying to the credit of the Public Offer Account, the Bidders following specific provisions shall be applicable: (i) The Company and the Selling Shareholders agree that all the Offer related expenses will be shared amongst them as per the terms of the Offer Agreement. The Company and the Selling Shareholders further agree that out of the amount of the total estimated Offer expenses as will be disclosed in the Prospectus under the section “Objects of the Offer” the following shall be retained in the Public Offer Account: (A) fees, advisory fees, incentives, commissions, applicable taxes, brokerage and expenses payable to the Members of the Syndicate under the Engagement Letters, the Offer Agreement, the Syndicate Agreement and Underwriting Agreement (when executed); (B) fees and expenses payable to the legal counsels to the Company and the BRLMs (together with items in (A) above, the “Estimated Offer Expenses”); (C) the securities transaction tax required to be collected and deposited by the BRLMs under Applicable Law in respect of the Offer for Sale (“STT”) for onward depositing by the BRLMs to the appropriate authorities at such rate as may be prescribed under Applicable Law, in accordance with a certificate in the form of Annexure I (referred to as, the “CA Certificate”) provided by the chartered accountant appointed by the Company on behalf of the Selling Shareholders; (D) such amounts, if required under Applicable Law to be deducted or withheld towards income tax that is applicable and as communicated by the underwriters shall have no beneficial interest therein save as Selling Shareholders in respect of the sale of the Offered Shares (“Withheld Income Tax Amount”); and the Public Offer Account Bank agrees to retain not less than such amounts towards the (A) Estimated Offer Expenses and the STT, until a copy of one or more instructions are provided by the BRLMs (in the form prescribed in Annexure J); and (B) Withheld Income Tax Amount, if required to be withheld or paid under this Agreement Applicable Law, until a copy of one or Applicable Lawsmore instructions are provided by the Selling Shareholders (in the form prescribed in Annexure H). For the avoidance of doubt, it It is clarified hereby agreed that the Bidders or Company (on behalf of itself and the underwriters shall continue Selling Shareholders) will be responsible for procuring and providing the CA Certificate prior to be Beneficiaries the date of Allotment, in the form prescribed in Annexure I, confirming, among others, the amount of STT and Withheld Income Tax, if applicable and the Selling Shareholders will provide all the necessary assistance as required by the Company for providing the CA Certificate in relation to their respective Offered Shares. The Company shall provide a copy of CA Certificate to each of the Surplus BRLMs, the Public Offer Account Bank and the Selling Shareholders. The Selling Shareholders shall extend all reasonable assistance to the post-Offer BRLM (on behalf of the BRLMs). The Selling Shareholders acknowledge and accept that the amount of STT, for which instructions will be provided in form as specified in Annexure J by the BRLMs will be calculated as per provisions of Section 3.2.3.8 and the said amount will be transferred to the post-Offer BRLM (on behalf of the BRLMs) for onward remittance to the Indian income tax/ revenue authorities as per the prevailing mechanism under the Applicable Law at the time of the said transfer. (ii) Upon the receipt of the final listing and trading approvals from the Stock Exchanges and the CA Certificate on the same Working Day, the BRLMs shall provide the Public Offer Account Bank (with a copy to the Company and the Selling Shareholders) (in the form specified in Annexure J), one or more instructions stating details of the amounts to be paid towards Estimated Offer Expenses and STT specified in Section 3.2.3.8(i) above. The Public Offer Account Bank shall, on the same day of the receipt of such instruction from the BRLMs (which shall be provided within Banking Hours), remit such funds to the relevant accounts. Simultaneously with the issuance of instructions by the BRLMs (in the form prescribed in Annexure J), the Selling Shareholders, as applicable, shall (with a copy to the Company and the BRLMs) issue an instruction to the Public Offer Account Bank (in the form specified in Annexure H), for deposit of the Withheld Income Tax Amount, if anyrequired to be withheld or paid under Applicable Law, and subject with the relevant income tax authorities, through direct transfer from the Public Offer Account. The Company shall provide the requisite information including the account number of the income tax authorities to Clausethe relevant Selling Shareholders for issuing an instruction to the Public Offer Account Bank (in the form specified in Annexure

Appears in 1 contract

Sources: Cash Escrow and Sponsor Bank Agreement

Completion of the Offer. 3.2.3.1. 3.2.3.1 In the event of the completion of the Offer: (ia) The Escrow Collection Bank, Public Offer Account Bank, Refund Bank and Sponsor Banks shall refer to the Red ▇▇▇▇▇▇▇ Prospectus for the Anchor Investor Bidding Date, the Bid/Offer Opening Date, Bid/Offer Closing Date and on the date 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 Offer shall, on or prior to the Designated Date in writing: , (a) along with the Book Running Lead Managers, in the form provided in Schedule IV A, intimate the Bankers to the Offer in the form provided in Schedule I hereto, the Designated Date (with a copy to the Company and the Selling Shareholders) ), 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 Offer Account, (including ii) amounts, if any, paid by the underwriters 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 Offer Account; , and (iii) 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, the Selling Shareholders and the Book Running Lead Managers) of ), the Designated Date, and provide the SCSBs and the Sponsor Banks with the written details of the 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 Offer Account. The Sponsor Banks shall be responsible for sharing the details of Bid Amounts that have to be transferred to the Public Offer 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/ collect request from the UPI Bidders’ bank accountsrespective ASBA Account and issue necessary instructions, whereupon the funds will be transferred from the UPI Bidders’ accounts such ASBA Account to the Public Offer Account and the remaining funds, if any, will be unblocked to without any manual intervention by the UPI Bidder or its bankthe Sponsor Banks in accordance with the March 2021 Circular read with the June 2021 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 Offer 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 March 2021 Circular, the June 2021 Circular and April 2022 Circular II as applicable) and immediately upon such transfer, the Refund Bank shall intimate the Managers, the Company and the Selling Shareholders 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 Offer and the Managers to the Escrow Collection Bank, and by the Registrar to the Offer and the Managers 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 Offer Account, the Escrow Collection Bank shall appropriately confirm the same to the Registrar to the Offer and Managers, the Company and the Selling Shareholders. The amounts to be transferred from the ASBA Account to the Public Offer 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 and UPI Bidders, respectively that have received confirmed allocation in respect of the Equity Shares in the Offer. (c) The amounts to be transferred to the Public Offer Account by the Escrow Collection Bank represent Bids from Anchor Investors that have received confirmed allocation in respect of the Equity Shares in the Offer and amounts, if any, paid by the underwriters Underwriters or any other person pursuant to their any underwriting obligations in terms of the Underwriting Agreement. The 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 the Selling Shareholders) with the written details of the Bid Amounts that have to be transferred to the Public Offer Account as well as Surplus Amounts that are required to be unblocked. The amounts to be unblocked and transferred to the Public Offer Account by the SCSBs (including the relevant UPI Bidders’ banks Bidder’s bank on raising of debit/ debit/collect requests request by the Sponsor BankBanks) represent Bids from ASBA Bidders that have received confirmed allocation in respect of the Equity Shares in the Offer. The . (d) On the Designated Date, the Escrow Collection Bank and the SCSBs (including the UPI Bidder's ’s bank on raising of debit/collect request by the Sponsor Banks) shall, on receipt of such details from the Registrar Managers and the Book Running Lead ManagersRegistrar to the Offer, 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, as applicable, 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 Offer Account on the Designated DateAccount. The Surplus Amount, if any, Amount shall be transferred from the Escrow Account to the Refund Bank on the basis Account upon receipt of written instructions of the Registrar to the Offer and the Book Running Lead Managers (with notice to the Company and each of the Selling Shareholders) in accordance with the Schedule III and procedure specified in this Agreement, relevant circulars issued by SEBI, the Red ▇▇▇▇▇▇▇ Prospectus, Prospectus and the Prospectus. 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 UPI Streamlining Circular) and, immediately upon such transfer, the Refund Bank shall intimate the Book Running Lead Managers and the Company of such transfer, with a copy to the Selling Shareholders. In the event such transfers are unable to be completed on the same Working Day, such instructions issued by the Registrar (as the case maybe) to the Escrow Collection Bank, and by the Registrar and the Book Running Lead Managers to the SCSBs or the Sponsor Banks, as applicable, shall be valid for the next Working Daythis Agreement. Immediately upon the transfer of the amounts to the Public Offer Account or and the Refund AccountBank, the relevant Banker Escrow Collection Bank, the Public Offer Account Bank and the Refund Bank shall appropriately confirm such transfer or receipt, as applicable, to the Registrar to the Offer shall appropriately confirm the same to the Registrar and the Book Running Lead Managers (with a copy to the Company and the Selling Shareholders). (iie) In Thereupon, in relation to amounts lying to the credit of the Public Offer 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 under in this Agreement or under Applicable LawsLaw. 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 in relation to the Surplus Amount, if any, and subject to ClauseClause 3.2.2.1 and upon receipt of the final listing and trading approvals, the Company (solely to the extent of reimbursement of any Offer Expenses incurred on behalf of the Selling Shareholders) and the Selling Shareholders, except to the extent of Offer Expenses payable out of the Offer proceeds, shall be the Beneficiaries in respect of their respective portions of the balance amount. Further, it is hereby clarified that until the receipt of final listing and trading approvals from the Stock Exchanges, the Public Offer Account Bank shall not transfer the monies due to the Company and the Selling Shareholders, as applicable, net of the Offer Expenses and the STT and/or Other Taxes from the Public Offer Account to the Company’s and the Selling Shareholders’ bank accounts, as applicable. The transfer from the Public Offer Account shall be subject to the Public Offer Account Bank receiving written instructions from the Managers, in accordance with Clause 3.2.3.

Appears in 1 contract

Sources: Cash Escrow and Sponsor Bank Agreement