Completion of the Offer. 3.2.3.1 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. 3.2.3.2 The Registrar, shall, on or prior to the Designated Date, in writing, along with the Book Running Lead Managers (a) intimate to the Escrow Collection Bank, Public Offer Account Bank and Refund Bank (with a copy to the Company and the Promoter Selling Shareholder), the Designated Date and provide the Escrow Collection Bank with, details in the form specified in Annexure D (i) the written details of the amounts that are to be transferred from the Escrow Accounts to the Public Offer Account, (ii) the written details of the Surplus Amounts, if any, that are to be transferred from Escrow Accounts to the Refund Account; and (b) the Registrar, shall, on or prior to the Designated Date, in writing, intimate the SCSBs and the Sponsor Banks (with a copy to the Company, BRLMs and the Promoter Selling Shareholder) 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, in the form specified in Annexure D (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 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. The Refund Bank shall ensure the transfer of the Surplus Amounts to the account of the Beneficiaries and immediately upon such transfer, the Refund Bank shall intimate the Book Running Lead Managers, the Company and the Promoter Selling Shareholder of such transfer. The Sponsor Bank 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 Bidder’s banks. The Surplus Amount shall be transferred to the Refund Account at the written instructions of the Registrar and the BRLMs (with notice to the Company and the Promoter Selling Shareholder) in accordance with the procedure specified in the Red ▇▇▇▇▇▇▇ Prospectus, Prospectus and this 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 Law (including the SEBI RTA Master Circular) and, immediately upon such transfer, the Refund Bank shall intimate the BRLMs and the Company of such transfer. In the event such transfers are unable to be completed on the same Working Day, such instructions issued by the Registrar and BRLMs (as the case maybe) to the Escrow Collection Bank, and by the Registrar to the SCSBs or the Sponsor Banks (who in turn shall give instructions to SCSBs, that are UPI Bidders’ banks for debit/collect requests in case of applications by UPI mechanism), as applicable, shall be valid for the next Working Day 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 and the Refund Account, the Escrow Collection Bank, the Public Offer Account Bank and the Refund Bank shall appropriately confirm such transfer to the Registrar and the Book Running Lead Managers (with a copy to the Company and the Promoter Selling Shareholder). Thereupon, in relation to such amounts lying to the credit of 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 this Agreement or 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 receipt of the listing and trading approvals, the Company and the Promoter Selling Shareholder except to the extent of Offer Expenses payable out of the Offer proceeds in accordance with the provisions of this Agreement, the Engagement 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, as applicable, in accordance with this Agreement, the Public Offer Account Bank shall not transfer any monies from the Public Offer Account to the proceeds account created in relation to the Offer (“Proceeds Account”) or the bank account of the Promoter Selling Shareholder. 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 the Promoter Selling Shareholder) (in the format as specified in Annexure E), 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 Promoter Selling Shareholder, 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 the SEBI RTA Master Circular. 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 the SEBI RTA Master Circular, with a copy to the Company and the Promoter Selling Shareholder. 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 Promoter Selling Shareholder, 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 Promoter Selling Shareholder, 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 Engagement 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 an independent chartered accountant appointed by the Company, on behalf of the Promoter Selling Shareholder, 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 Schedule I with respect to (b) above, with a copy to the Company and the Promoter Selling Shareholder. Subject to Applicable Law, each of the Company and the Promoter Selling Shareholder has agreed to share the costs and expenses (including all applicable taxes, except STT which shall be borne by the respective Promoter Selling Shareholder) 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 Promoter Selling Shareholder 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 the Offer Agreement shall be shared by the Company with the Promoter Selling Shareholder. Based on the list, the payment of all fees and expenses shall be made directly from the Proceeds Account. Any expenses paid by the Company on behalf of the Promoter Selling Shareholder in the first instance will be reimbursed to the Company, directly from the Proceeds Account in accordance with the Offer Agreement. 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 the Promoter Selling Shareholder, 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 Promoter Selling Shareholder in the Offer for Sale. The Company, on behalf of the Promoter Selling Shareholder, 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 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 BRLM (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 payment of STT (except the onward depositing of STT to the 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. The Promoter Selling Shareholder 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. The Promoter Selling Shareholder, to the extent applicable to itself, acknowledges and accepts that the amount of applicable STT for which instructions will be provided in form as specified in Schedule I by the Book Running Lead Managers will be calculated as per provisions of this Clause 3.2.3.9(i) and the said amount will be transferred to the Book Running Lead Managers for onward remittance to the Indian revenue authorities / income tax department as per the prevailing mechanism at the time of the said transfer. (ii) The Book Running Lead Managers 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, provide the Public Offer Account Bank, in the prescribed form (specified in Schedule I), one or more instructions stating details of the amounts to be paid towards Offer Expenses specified in Clause 3.2.3.9(i) (a), above to the BRLMs and Offer Expenses specified in Clause 3.2.3
Appears in 1 contract
Completion of the Offer. 3.2.3.1 In the event of the completion of the Offer:
(a) The Escrow Collection BankBRLM shall, Public Offer Account Bank, Refund Bank and Sponsor Banks shall refer to after the filing of the Red ▇▇▇▇▇▇▇ Prospectus for with the RoC and prior to the Anchor Investor Bidding Date, and upon receipt of any requisite information from the Bid/Company and the Selling Shareholder, intimate in writing in the form provided in Schedule III hereto, the Anchor Investor Bidding Date and the Bid / Offer Opening Date, Bid/Date and Bid / Offer Closing Date to the Escrow Collection Bank, Public Offer Bank, Refund Bank, Sponsor Bank and on the date on which initiation of refunds (if any, for Anchor Investors) or unblocking of funds from ASBA Account shall take placeRegistrar with a copy to the Company and the Selling Shareholder.
3.2.3.2 (b) The Registrar, Registrar and BRLM shall, on or prior to the Designated Date, in writing, along with in the Book Running Lead Managers (a) form provided in Schedule IV, intimate to the Escrow Collection Bank, Public Offer Account Bank and Refund Bank (with a copy to the Company and the Promoter Selling Shareholder), the Designated Date Date, and provide the Escrow Collection Bank with, details in the form specified in Annexure D (i) the written details of the amounts that are to be transferred from the Escrow Accounts to the Public Offer Account, (ii) the written details of the Surplus Amounts, if any, that are to be transferred from Escrow Accounts to the Refund Account; and (b) the Registrar, shall, on or prior to the Designated Date, in writing, intimate the SCSBs and the Sponsor Banks (with a copy to the Company, BRLMs and the Promoter Selling Shareholder) the Designated Date , and provide the SCSBs and the Sponsor Banks with the written details of the amounts that have Bid Amounts relating to the Anchor Investors and amounts, if any, paid by the Underwriters or any other person pursuant to any underwriting obligations in terms of the Underwriting Agreement to be unblocked and transferred from the ASBA Accounts including the accounts blocked through the UPI Mechanism, as applicable, to the Public Offer Account, in the form specified in Annexure D (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 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. The Refund Bank shall ensure the transfer of the Surplus Amounts surplus amount to the account of the Beneficiaries and immediately upon such transfer, the Refund Bank shall intimate the Book Running Lead Managers, the Company and the Promoter Selling Shareholder of such transfer. The Sponsor Bank 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 Bidder’s banks. The Surplus Amount shall be transferred to the Refund Account at the written instructions of the Registrar and the BRLMs (with notice to the Company and the Promoter Selling Shareholder) in accordance with the procedure specified in the Red ▇▇▇▇▇▇▇ Prospectus, Prospectus and this AgreementAccount. 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 Law (including the SEBI RTA Master Circular) and, immediately upon such transfer, the Refund Bank shall intimate the BRLMs and the Company of such transfer. In the event such transfers are unable to be completed on the same Working Day, such instructions issued by the Registrar and BRLMs (as the case maybe) to the Escrow Collection Bank, and by the Registrar to the SCSBs or the Sponsor Banks (who in turn shall give instructions to SCSBs, that are UPI Bidders’ banks for debit/collect requests in case of applications by UPI mechanism), as applicable, shall be valid for the next Working Day 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 Registrar, shall on or prior to the Designated Date in writing intimate the SCSBs and the Sponsor Bank (with a copy to the Company, BRLM and the Selling Shareholder), the Designated Date, and provide the SCSBs and the Sponsor Bank with the written details of the Bid Amounts that have to be transferred to the Public Offer Account. On the Designated Date, the Escrow Collection Bank, and 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 Anchor Investor 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 RIB’s bank on raising of debit/ collect request by the Sponsor Bank), on receipt of such details from the BRLM and the Registrar or the Sponsor Bank (in case of RIBs Bidding using the UPI mechanism), within Banking Hours, transfer the amounts lying to the credit of the Anchor Investor Escrow Accounts or blocked in the ASBA Accounts in relation to the successful Bids, to the Public Offer Account. The Sponsor Bank, based on the mandate approved by the respective RIBs at the time of blocking of their respective funds, will raise the debit/ collect request from the RIB’s bank account, whereupon the funds will be transferred from the RIB’s account to the Public Offer Account and the remaining funds, if any, will be unblocked without any manual intervention by the RIB or its bank. The Surplus Amount shall be transferred to the Refund Account at the written instructions of the Registrar and the BRLM (with notice to the Company and the Selling Shareholder) in accordance with the procedure specified in the Red ▇▇▇▇▇▇▇ Prospectus, Prospectus and this Agreement. The Refund Bank shall ensure the transfer of the Surplus Amounts 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 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, the Escrow Collection Bank shall appropriately confirm the same to the Registrar and BRLM (with a copy to the Company and the Selling Shareholder). The amounts to be unblocked and transferred from the ASBA Account to the Public Offer Account by the SCSBs (including the relevant UPI Retail Individual Bidder’s bank on raising of debit/collect request by the Sponsor BanksBank) 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 and the Refund Account, the Escrow Collection Bank, the Public Offer Account Bank and the Refund Bank shall appropriately confirm such transfer to the Registrar and the Book Running Lead Managers (with a copy to the Company and the Promoter Selling Shareholder). c) Thereupon, in relation to such amounts lying to the credit of the Public Offer Account, the Bidders or the Underwriters (pursuant to any underwriting obligation)Underwriters, as the case may be, 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 under this Agreement in Section 40 of the Companies Act, 2013 or under Applicable Law. For the avoidance of doubt, it is clarified that the Bidders or Underwriters shall continue to be Beneficiaries in relation to the Underwriters or Surplus Amount, if any, and subject to Clause 3.2.3 and receipt of the final listing and trading approvals, the Selling Shareholder 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 other personapplicable 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 Shareholder, 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 continue to be the Beneficiaries in relation to any Surplus Amount and subject to receipt of the listing and trading approvalsPublic Offer Bank receiving written instructions from the BRLM, in accordance with Clause 3.2.1.1.
(d) Notwithstanding anything stated in this Agreement, the Company and the Promoter Selling Shareholder except to the extent of Offer Expenses payable out of the Offer proceeds hereby agree that in accordance with the provisions of this Agreement, the Engagement Letter, the Syndicate Agreement, the Underwriting Agreement and Offer Agreement, Syndicate Agreement and Underwriting Agreement they shall take all necessary actions, as maybe required, to ensure that the Offer Expenses shall be paid to the Beneficiaries in respect of their respective portions BRLM, Syndicate Members and to the legal counsels from the Public Offer Account upon receipt of the balance amountfinal listing and trading approvals from the Stock Exchanges.
3.2.3.4 (e) The Book Running Lead Managers BRLM and Registrar are hereby jointly 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 Anchor Investor Escrow Accounts to the Public Offer Account and the Refund Account, as applicable.
3.2.3.5 It (f) Notwithstanding anything stated in this Agreement, Selling Shareholder hereby severally agree that they shall take all necessary action to ensure that the STT, withholding tax and applicable tax is hereby clarified 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 Shareholder), 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 Shareholder shall ensure that until 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 from approvals.
(h) The fees payable to the Stock Exchanges followed by written instructions from the Book Running Lead Managers, as applicable, Sponsor Bank for services provided in accordance with this Agreementthe Applicable Laws, the Public Offer Account Bank guidelines issued by the NPCI and terms of this Agreement shall not transfer any monies from be Nil per successful block Bids (excluding applicable taxes) using the Public Offer Account to the proceeds account created in relation to the Offer (“Proceeds Account”) UPI Mechanism. The Company and / or the bank account of the Promoter Selling Shareholder. 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 Shareholder 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 BanksBank, 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 the Promoter Selling Shareholder) (in the format as specified in Annexure E), 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 Promoter Selling Shareholder, 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 the SEBI RTA Master Circular. 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 the SEBI RTA Master Circular, with a copy to the Company and the Promoter Selling Shareholder. 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 Promoter Selling Shareholder, 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 Promoter Selling Shareholder, 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 Engagement 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 an independent chartered accountant appointed by the Company, on behalf of the Promoter Selling Shareholder, 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 Schedule I with respect to (b) above, with a copy to the Company and the Promoter Selling Shareholder. Subject to Applicable Law, each of the Company and the Promoter Selling Shareholder has agreed to share the costs and expenses (including all applicable taxes, except STT which shall be borne by the respective Promoter Selling Shareholder) 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 Promoter Selling Shareholder 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 the Offer Agreement shall be shared by the Company with the Promoter Selling Shareholder. Based on the list, the payment of all fees and expenses shall be made directly from the Proceeds Account. Any expenses paid by the Company on behalf of the Promoter Selling Shareholder in the first instance will be reimbursed to the Company, directly from the Proceeds Account in accordance with the Offer Agreement. 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 the Promoter Selling Shareholder, 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 Promoter Selling Shareholder in the Offer for Sale. The Company, on behalf of the Promoter Selling Shareholder, 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 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 BRLM (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 payment of STT (except the onward depositing of STT to the 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. The Promoter Selling Shareholder 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. The Promoter Selling Shareholder, to the extent applicable to itself, acknowledges and accepts that the amount of applicable STT for which instructions will be provided in form as specified in Schedule I by the Book Running Lead Managers will be calculated as per provisions of this Clause 3.2.3.9(i) and the said amount will be transferred to the Book Running Lead Managers for onward remittance to the Indian revenue authorities / income tax department as per the prevailing mechanism at the time of the said transfer.
(ii) The Book Running Lead Managers 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, provide the Public Offer Account Bank, in the prescribed form (specified in Schedule I), one or more instructions stating details of the amounts to be paid towards Offer Expenses specified in Clause 3.2.3.9(i) (a), above to the BRLMs and Offer Expenses specified in Clause 3.2.3
Appears in 1 contract
Sources: 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:
(a) The Escrow Collection Bank, Public Offer Account Bank, Refund Bank and Sponsor Banks shall refer to the Red ▇▇▇▇▇▇▇ Prospectus for the Anchor Investor Bidding DateBid/ Offer Period, the Bid/Offer Opening Date, Bid/Offer Closing Date and on for the date on which initiation of refunds (if any, for Anchor Investors) or unblocking of funds from ASBA Account shall take place. If the Red ▇▇▇▇▇▇▇ Prospectus does not specify the Anchor Investor Bid/Offer Period, the BRLM shall, after the filing of the Red ▇▇▇▇▇▇▇ Prospectus with the RoC but prior to the Anchor Investor Bidding Date and upon receipt of information from the Company, intimate in writing in the form provided in Schedule IA hereto, the Anchor Investor Bidding Date, the Bid/ Offer Opening Date, the Bid/ Offer Closing Date and the Price Band to the Bankers to the Offer and the Registrar with a copy to the Company and the Selling Shareholder.
3.2.3.2 (b) The Registrar, Registrar and BRLM shall, on or prior to the Designated Date, in writing, along with in the Book Running Lead Managers (a) intimate to form provided in Schedule III, provide the Escrow Collection Bank, Public Offer Account Bank and Refund Bank instructions (with a copy to the Company and each of the Promoter Selling Shareholder), the Designated Date and provide the Escrow Collection Bank with, details in the form specified in Annexure D (i) with the written details of the amounts that are Bid Amounts relating to the Anchor Investors and amounts, if any, paid by the Underwriters or any other person pursuant to any underwriting obligations in terms of the Underwriting Agreement to be transferred from the Escrow Accounts to the Public Offer Account, (ii) Account and the written details of the Surplus AmountsAmount, if any, that are to be transferred from Escrow Accounts to the Refund Account; and (b) the Registrar, shall, on or prior to the Designated Date, in writing, intimate the SCSBs and the Sponsor Banks (with a copy to the Company, BRLMs and the Promoter Selling Shareholder) 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, in the form specified in Annexure D (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 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. The Refund Bank shall ensure the transfer of the Surplus Amounts to the account of the Beneficiaries and immediately upon such transfer, the Refund Bank shall intimate the Book Running Lead Managers, the Company and the Promoter Selling Shareholder of such transfer. The Sponsor Bank 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 Bidder’s banks. The Surplus Amount shall be transferred to the Refund Account at the written instructions of the Registrar and the BRLMs (with notice to the Company and the Promoter Selling Shareholder) in accordance with the procedure specified in the Red ▇▇▇▇▇▇▇ Prospectus, Prospectus and this Agreementfrom Escrow Account. 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 Law (including the SEBI RTA Master Circular) and, immediately upon such transfer, the Refund Bank shall intimate the BRLMs and the Company of such transfer. In the event such transfers are unable to be completed on the same Working Day, such instructions issued by the Registrar and BRLMs (as the case maybe) to the Escrow Collection Bank, and by the Registrar to the SCSBs or the Sponsor Banks (who in turn shall give instructions to SCSBs, that are UPI Bidders’ banks for debit/collect requests in case of applications by UPI mechanism), as applicable, shall be valid for the next Working Day 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 Registrar shall also, on or prior to the Designated Date provide the SCSBs and the Sponsor Bank (with a copy to the BRLM, the Company and the Selling Shareholder) and provide them with the written details, as per Schedule IIIA of the of the amounts that have to be unblocked and transferred from the ASBA Accounts, including the accounts blocked through the UPI mechanism, as applicable, that have to be transferred to the Public Offer Account as well as Surplus Amounts that are required to be unblocked. The Sponsor Bank shall be responsible for sharing the 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, that have to be transferred to the Public Offer Account with the Retail Individual Bidders’ banks. On the Designated Date, the Escrow Collection Bank, the SCSBs (including the RIB’s bank on raising of debit/ collect request by the Sponsor Bank), on receipt of such details from the BRLM and the Registrar, as the case may be or the Sponsor Bank (in case of RIBs Bidding using the UPI mechanism), within Banking Hours, transfer the amounts lying to the credit of the Escrow Accounts or blocked in the ASBA Accounts in relation to the successful Bids, to the Public Offer Account. The Sponsor Bank, based on the mandate approved by the respective RIBs at the time of blocking of their respective funds, will raise the debit/ collect request from the RIB’s bank account, whereupon the funds will be transferred from the RIB’s account to the Public Offer Account and the remaining funds, if any, will be unblocked without any manual intervention by the RIB in accordance with the March 2021 Circular read with the June 2021 Circular, as applicable. The Surplus Amount shall be transferred to the Refund Account at the written instructions of the Registrar and the BRLM (with notice to the Company and each of the Selling Shareholder) in accordance with the procedure specified in the Red ▇▇▇▇▇▇▇ Prospectus, Prospectus and this 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 March 2021 Circular, the June 2021 Circular as applicable) and, immediately upon such transfer, the Refund Bank shall intimate the BRLM and the Company of such transfer in the format specified in Schedule XII. In the event such transfers are unable to be completed on the same Working Day, such instructions issued by the Registrar and BRLM (as the case maybe) to the Escrow Collection Bank, and by the Registrar 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, the Escrow Collection Bank shall appropriately confirm the same to the Registrar and BRLM (with a copy to the Company and each of the Selling Shareholder) in the format specified in Schedule IIIB. 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 and Sponsor Banks) Bank represent Bids from ASBA Bidders and UPI mechanism Bidders, respectively 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 and the Refund Account, the Escrow Collection Bank, the Public Offer Account Bank and the Refund Bank shall appropriately confirm such transfer to the Registrar and the Book Running Lead Managers (with a copy to the Company and the Promoter Selling Shareholder). c) Thereupon, in relation to such amounts lying to the credit of 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 in this Agreement or under Applicable LawLaws. For the avoidance of doubt, it is clarified that the Bidders or the Underwriters or any other person, as the case may be, shall continue to be the Beneficiaries in relation to any the Surplus Amount and subject to receipt of the listing and trading approvals, the Company and the Promoter Selling Shareholder except to the extent of Offer Expenses payable out of the Offer proceeds in accordance with the provisions of this Agreement, the Engagement 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, as applicable, in accordance with this Agreement, the Public Offer Account Bank shall not transfer any monies from the Public Offer Account to the proceeds account created in relation to the Offer (“Proceeds Account”) or the bank account of the Promoter Selling Shareholder. 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 the Promoter Selling Shareholder) (in the format as specified in Annexure E), 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 Promoter Selling Shareholder, 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 the SEBI RTA Master Circular. 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 the SEBI RTA Master Circular, with a copy to the Company and the Promoter Selling Shareholder. 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 Promoter Selling Shareholder, 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 Promoter Selling Shareholder, 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 Engagement 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 an independent chartered accountant appointed by the Company, on behalf of the Promoter Selling Shareholder, 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 Schedule I with respect to (b) above, with a copy to the Company and the Promoter Selling Shareholder. Subject to Applicable Law, each of the Company and the Promoter Selling Shareholder has agreed to share the costs and expenses (including all applicable taxes, except STT which shall be borne by the respective Promoter Selling Shareholder) 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 Promoter Selling Shareholder 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 the Offer Agreement shall be shared by the Company with the Promoter Selling Shareholder. Based on the list, the payment of all fees and expenses shall be made directly from the Proceeds Account. Any expenses paid by the Company on behalf of the Promoter Selling Shareholder in the first instance will be reimbursed to the Company, directly from the Proceeds Account in accordance with the Offer Agreement. 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 the Promoter Selling Shareholder, 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 Promoter Selling Shareholder in the Offer for Sale. The Company, on behalf of the Promoter Selling Shareholder, 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 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 BRLM (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 LawAmount, 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 and subject to any calculation and payment of STT (except the onward depositing of STT to the 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. The Promoter Selling Shareholder 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. The Promoter Selling Shareholder, to the extent applicable to itself, acknowledges and accepts that the amount of applicable STT for which instructions will be provided in form as specified in Schedule I by the Book Running Lead Managers will be calculated as per provisions of this Clause 3.2.3.9(i) and the said amount will be transferred to the Book Running Lead Managers for onward remittance to the Indian revenue authorities / income tax department as per the prevailing mechanism at the time of the said transfer.
(ii) The Book Running Lead Managers 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, provide the Public Offer Account Bank, in the prescribed form (specified in Schedule I), one or more instructions stating details of the amounts to be paid towards Offer Expenses specified in Clause 3.2.3.9(i) (a), above to the BRLMs and Offer Expenses specified in Clause 3.2.33.2.4.2
Appears in 1 contract
Completion of the Offer. 3.2.3.1 3.2.4.1 In the event of the completion of the Offer:
(a) The Escrow Collection Bank, Public Bankers to the 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.
3.2.3.2 (b) The Registrar, Registrar and Book Running Lead Managers shall, on or prior to the Designated Date, in writing, along with in the Book Running Lead Managers (a) intimate form provided in Schedule III, provide the Bankers to the Escrow Collection Bank, Public Offer Account Bank and Refund Bank (with a copy to the Company and the Promoter Selling Shareholder), the Designated Date and provide the Escrow Collection Bank with, details in the form specified in Annexure D (i) with the written details of the amounts that are Bid Amounts relating to the Anchor Investors and amounts, if any, paid by the Underwriters or any other person pursuant to any underwriting obligations in terms of the Underwriting Agreement to be transferred from the Escrow Accounts to the Public Offer Account, (ii) Account and the written details of the Surplus AmountsAmount, if any, that are to be transferred from Escrow Accounts to the Refund Account; and (b) the Registrar, shall, on or prior to the Designated Date, in writing, intimate the SCSBs and the Sponsor Banks (with a copy to the Company, BRLMs and the Promoter Selling Shareholder) 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, in the form specified in Annexure D (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 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. The Refund Bank shall ensure the transfer of the Surplus Amounts to the account of the Beneficiaries and immediately upon such transfer, the Refund Bank shall intimate the Book Running Lead Managers, the Company and the Promoter Selling Shareholder of such transfer. The Sponsor Bank 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 Bidder’s banks. The Surplus Amount shall be transferred to the Refund Account at the written instructions of the Registrar and the BRLMs (with notice to the Company and the Promoter Selling Shareholder) in accordance with the procedure specified in the Red ▇▇▇▇▇▇▇ Prospectus, Prospectus and this Agreementfrom Escrow Account. 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 Law (including the SEBI RTA Master Circular) and, immediately upon such transfer, the Refund Bank shall intimate the BRLMs and the Company of such transfer. In the event such transfers are unable to be completed on the same Working Day, such instructions issued by the Registrar and BRLMs (as the case maybe) to the Escrow Collection Bank, and by the Registrar to the SCSBs or the Sponsor Banks (who in turn shall give instructions to SCSBs, that are UPI Bidders’ banks for debit/collect requests in case of applications by UPI mechanism), as applicable, shall be valid for the next Working Day 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 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 Shareholder) 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 Sponsor Banks shall be responsible for sharing the details of Bid Amounts that have to be transferred to the Public Offer Account with the UPI Bidders’ banks. On the Designated Date, the Escrow Collection Bank, the SCSBs (including the UPI Bidder’s bank on raising of debit/ collect request by the Sponsor Bank), on receipt of such details from the Book Running Lead Managers and the Registrar, as the case may be or the Sponsor Banks (in case of UPI Bidders Bidding), within Banking Hours, transfer the amounts lying to the credit of the Escrow Accounts or blocked in the ASBA Accounts in relation to the successful Bids, to the Public Offer Account. The Sponsor Bank, 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 ▇▇▇▇▇▇’s account to the Public Offer Account and the remaining 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 to the Refund Account at the written instructions of the Registrar and the Book Running Lead Managers (with notice to the Company and the Selling Shareholder) in accordance with the procedure specified in the Red ▇▇▇▇▇▇▇ Prospectus, Prospectus and this 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 Law and, immediately upon such transfer, the Refund Bank shall intimate the Book Running Lead Managers and the Company of such transfer. In the event such transfers are unable to be completed on the same Working Day, such instructions issued by the Registrar and Book Running Lead Managers (as the case maybe) to the Escrow Collection Bank, and by the Registrar to the SCSBs or the Sponsor Banks (who in turn shall give instructions to SCSBs, that are UPI Bidders’ banks for debit/collect requests in case of applications by UPI Mechanism), as applicable, shall be valid for the next Working Day. Immediately upon the transfer of the amounts to the Public Offer Account, the Escrow Collection Bank shall appropriately confirm the same to the Registrar and Book Running Lead Managers (with a copy to the Company and the Selling Shareholder). The amounts to be unblocked and 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 and Sponsor Banks) Banks represent Bids from ASBA Bidders and UPI Bidders, respectively that have received confirmed allocation in respect of the Equity Shares in the Offer.
3.2.3.3 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 and the Refund Account, the Escrow Collection Bank, the Public Offer Account Bank and the Refund Bank shall appropriately confirm such transfer to the Registrar and the Book Running Lead Managers (with a copy to the Company and the Promoter Selling Shareholder). c) Thereupon, in relation to such amounts lying to the credit of the Public Offer Account, the Bidders or the Underwriters (or any other person pursuant to any underwriting obligation), as obligation),as the case may be, shall have no beneficial interest therein save as provided under in this Agreement or under Applicable Law. For the avoidance of doubt, it is clarified that the Bidders or the Underwriters or any other person, as the case may be, shall continue to be the Beneficiaries in relation to any the Surplus Amount Amount, if any, and subject to Clause 3.2.4.2 and upon receipt of the final listing and trading approvals, the Selling Shareholder, and Company and (solely to the Promoter extent of reimbursement of any Offer Expenses incurred on behalf of the Selling Shareholder Shareholder), except to the extent of Offer Expenses payable out of the Offer proceeds in accordance with the provisions of this Agreement, the Engagement Letter, the Syndicate Agreement, the Underwriting Agreement and Offer Agreementproceeds, shall be the Beneficiaries in respect of their respective portions of the balance amount.
3.2.3.4 The Book Running Lead Managers are . Further, it is 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 clarified that, the Public Offer Account and Bank shall transfer the Refund Accountproceeds due to the Selling Shareholder, as applicable.
3.2.3.5 It is hereby clarified that until from the Public Offer Account to the Selling Shareholder’s bank account only on receipt of final listing and trading approvals from the Stock Exchanges followed by 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. 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, as applicable, in accordance with this Agreement, the Public Offer Account Bank shall not transfer any monies from the Public Offer Account to the proceeds account created in relation to the Offer (“Proceeds Account”) or the bank account of the Promoter Selling Shareholder. 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 Agreement3.
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 the Promoter Selling Shareholder) (in the format as specified in Annexure E), 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 Promoter Selling Shareholder, 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 the SEBI RTA Master Circular. 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 the SEBI RTA Master Circular, with a copy to the Company and the Promoter Selling Shareholder. 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 Promoter Selling Shareholder, 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 Promoter Selling Shareholder, 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 Engagement 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 an independent chartered accountant appointed by the Company, on behalf of the Promoter Selling Shareholder, 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 Schedule I with respect to (b) above, with a copy to the Company and the Promoter Selling Shareholder. Subject to Applicable Law, each of the Company and the Promoter Selling Shareholder has agreed to share the costs and expenses (including all applicable taxes, except STT which shall be borne by the respective Promoter Selling Shareholder) 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 Promoter Selling Shareholder 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 the Offer Agreement shall be shared by the Company with the Promoter Selling Shareholder. Based on the list, the payment of all fees and expenses shall be made directly from the Proceeds Account. Any expenses paid by the Company on behalf of the Promoter Selling Shareholder in the first instance will be reimbursed to the Company, directly from the Proceeds Account in accordance with the Offer Agreement. 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 the Promoter Selling Shareholder, 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 Promoter Selling Shareholder in the Offer for Sale. The Company, on behalf of the Promoter Selling Shareholder, 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 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 BRLM (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 payment of STT (except the onward depositing of STT to the 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. The Promoter Selling Shareholder 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. The Promoter Selling Shareholder, to the extent applicable to itself, acknowledges and accepts that the amount of applicable STT for which instructions will be provided in form as specified in Schedule I by the Book Running Lead Managers will be calculated as per provisions of this Clause 3.2.3.9(i) and the said amount will be transferred to the Book Running Lead Managers for onward remittance to the Indian revenue authorities / income tax department as per the prevailing mechanism at the time of the said transfer.
(ii) The Book Running Lead Managers 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, provide the Public Offer Account Bank, in the prescribed form (specified in Schedule I), one or more instructions stating details of the amounts to be paid towards Offer Expenses specified in Clause 3.2.3.9(i) (a), above to the BRLMs and Offer Expenses specified in Clause 3.2.3
Appears in 1 contract
Completion of the Offer. 3.2.3.1 3.2.4.1 In the event of the completion of the Offer:
a. 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. If the Red ▇▇▇▇▇▇▇ Prospectus does not specify the Anchor Investor Bid/ Offer Period or the 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 II A 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 and the Promoter Selling Shareholder.
3.2.3.2 b. The Registrar, Registrar shall, on or prior to the Designated Date, in writing, along with the Book Running Lead Managers (a) Managers, in the form provided in Schedule III, intimate to the Designated Date and provide the Escrow Collection Bank, Public Offer Account Bank and Refund Bank (with a copy to the Company and the Promoter Selling Shareholder), with the Designated Date and provide the Escrow Collection Bank with, details in the form specified in Annexure D (i) the written details of the amounts that are to be transferred from the Escrow Accounts Bid Amounts relating to the Public Offer Account, (ii) the written details of the Surplus Amounts, if any, that are to be transferred from Escrow Accounts to the Refund Account; and (b) the Registrar, shall, on or prior to the Designated Date, in writing, intimate the SCSBs and the Sponsor Banks (with a copy to the Company, BRLMs and the Promoter Selling Shareholder) 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, in the form specified in Annexure D (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 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. The Refund Bank shall ensure the transfer of the Surplus Amounts to the account of the Beneficiaries and immediately upon such transfer, the Refund Bank shall intimate the Book Running Lead Managers, the Company and the Promoter Selling Shareholder of such transfer. The Sponsor Bank 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 Bidder’s banks. The Surplus Amount shall be transferred to the Refund Account at the written instructions of the Registrar and the BRLMs (with notice to the Company and the Promoter Selling Shareholder) in accordance with the procedure specified in the Red ▇▇▇▇▇▇▇ Prospectus, Prospectus and this 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 Law (including the SEBI RTA Master Circular) and, immediately upon such transfer, the Refund Bank shall intimate the BRLMs and the Company of such transfer. In the event such transfers are unable to be completed on the same Working Day, such instructions issued by the Registrar and BRLMs (as the case maybe) to the Escrow Collection Bank, and by the Registrar to the SCSBs or the Sponsor Banks (who in turn shall give instructions to SCSBs, that are UPI Bidders’ banks for debit/collect requests in case of applications by UPI mechanism), as applicable, shall be valid for the next Working Day 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 Agreement 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 details of the Surplus Amount Amount, if any, that are to be transferred to the Refund Account in accordance with this Agreement. Immediately upon the transfer of the amounts to the Public Offer Account and the Refund from Escrow Account, the Escrow Collection Bank, the Public Offer Account Bank and the Refund Bank shall appropriately confirm such transfer to the Registrar and the Book Running Lead Managers (with a copy to the Company and the Promoter Selling Shareholder). Thereupon, in relation to such amounts lying to the credit of 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 this Agreement or 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 receipt of the listing and trading approvals, the Company and the Promoter Selling Shareholder except to the extent of Offer Expenses payable out of the Offer proceeds in accordance with the provisions of this Agreement, the Engagement 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, as applicable, in accordance with this Agreement, the Public Offer Account Bank shall not transfer any monies from the Public Offer Account to the proceeds account created in relation to the Offer (“Proceeds Account”) or the bank account of the Promoter Selling Shareholder. 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 the Promoter Selling Shareholder) (in the format as specified in Annexure E), 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 Promoter Selling Shareholder, 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 the SEBI RTA Master Circular. 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 the SEBI RTA Master Circular, with a copy to the Company and the Promoter Selling Shareholder. 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 Promoter Selling Shareholder, 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 Promoter Selling Shareholder, 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 Engagement 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 an independent chartered accountant appointed by the Company, on behalf of the Promoter Selling Shareholder, 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 Schedule I with respect to (b) above, with a copy to the Company and the Promoter Selling Shareholder. Subject to Applicable Law, each of the Company and the Promoter Selling Shareholder has agreed to share the costs and expenses (including all applicable taxes, except STT which shall be borne by the respective Promoter Selling Shareholder) 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 Promoter Selling Shareholder 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 the Offer Agreement shall be shared by the Company with the Promoter Selling Shareholder. Based on the list, the payment of all fees and expenses shall be made directly from the Proceeds Account. Any expenses paid by the Company on behalf of the Promoter Selling Shareholder in the first instance will be reimbursed to the Company, directly from the Proceeds Account in accordance with the Offer Agreement. 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 the Promoter Selling Shareholder, 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 Promoter Selling Shareholder in the Offer for Sale. The Company, on behalf of the Promoter Selling Shareholder, 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 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 BRLM (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 payment of STT (except the onward depositing of STT to the 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. The Promoter Selling Shareholder 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. The Promoter Selling Shareholder, to the extent applicable to itself, acknowledges and accepts that the amount of applicable STT for which instructions will be provided in form as specified in Schedule I by the Book Running Lead Managers will be calculated as per provisions of this Clause 3.2.3.9(i) and the said amount will be transferred to the Book Running Lead Managers for onward remittance to the Indian revenue authorities / income tax department as per the prevailing mechanism at the time of the said transfer.
(ii) The Book Running Lead Managers 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, provide the Public Offer Account Bank, in the prescribed form (specified in Schedule I), one or more instructions stating details of the amounts to be paid towards Offer Expenses specified in Clause 3.2.3.9(i) (a), above to the BRLMs and Offer Expenses specified in Clause 3.2.3;
Appears in 1 contract
Completion of the Offer. 3.2.3.1 3.2.3.1. In the event of the completion of the Offer:
(a) The Escrow Collection BankBanks, Public Offer Account Bank, Refund Account Bank and Sponsor Banks shall refer to the Red ▇▇▇▇▇▇▇ Prospectus for the Anchor Investor Bidding Date, the Bid/Bid / Offer Opening Date, Bid/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 placeDate.
3.2.3.2 (b) The Registrar, Registrar shall, on or prior to the Designated Date, Date in writing, writing (i) along with the Book Running Lead Managers (a) BRLMs, intimate the Bankers to the Escrow Collection BankOffer in the form provided in Schedule I hereto, Public Offer Account Bank and Refund Bank the Designated Date (with a copy to the Company and the Promoter Selling Shareholder), the Designated Date Shareholders) and provide the Escrow Collection Bank with, details in the form specified in Annexure D (i) the written details of the amounts 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 Accounts Account to the Public Offer Account, ; (ii) the written details of the Surplus Amounts, if any, that are to be transferred from Escrow Accounts to the Refund Account; and (b) the Registrar, shall, on or prior to the Designated Date, in writing, intimate the SCSBs and the Sponsor Banks in writing (in the form provided in Schedule II) (with a copy to the Company, BRLMs the Selling Shareholders and the Promoter Selling ShareholderBRLMs) of the Designated Date 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 D (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 respective ASBA Account and issue necessary instructionsUPI Bidders’ bank accounts, whereupon the funds will be transferred from such ASBA Account the UPI Bidders’ accounts to the Public Offer Account based on the finalised basis of allotment and the remaining funds, if any, will be unblockedunblocked to the UPI Bidder or its bank. The Refund Account Bank shall ensure the transfer of the Surplus Amounts Amount to the account of the Beneficiaries and immediately upon such transfer, the Refund Account Bank shall intimate the Book Running Lead Managers, the Company and the Promoter Selling Shareholder Shareholders of such transfer. The Sponsor Bank 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 Bidder’s banks. The Surplus Amount shall be transferred to the Refund Account at the written instructions of the Registrar and the BRLMs (with notice to the Company and the Promoter Selling Shareholder) in accordance with the procedure specified in the Red ▇▇▇▇▇▇▇ Prospectus, Prospectus and this 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 Law (including the SEBI RTA Master Circular) and, immediately upon such transfer, the Refund Bank shall intimate the BRLMs and the Company of such transfer. In the event such transfers are unable to be completed on the same Working Day, such instructions issued by the Registrar and BRLMs (as the case maybe) to the Escrow Collection Bank, and by the Registrar to the SCSBs or the Sponsor Banks (who in turn shall give instructions to SCSBs, that are UPI Bidders’ banks for debit/collect requests in case of applications by UPI mechanism), as applicable, shall be valid for the next Working Day banks. The amounts to be transferred to the Public Offer Account by the Escrow Collection Bank Banks 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 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 Bidders’ banks on raising of debit/debit/ collect request requests 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. 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, the Sponsor Banks and the SCSBs, on receipt of such details under Clause 3.2.3.2 from the Registrar and the Book Running Lead ManagersBRLMs, shallas applicable, shall within Banking Hours on the same Working Day, Day transfer the amounts lying to the credit of the Escrow Accounts, amounts Accounts or blocked in the ASBA Accounts in relation to the Bids by Allottees successful Bidders to the Public Offer Account and on the Designated Date. The Surplus Amount Amount, if any, shall be transferred from the Escrow Accounts to the Refund Account Bank on the basis of written instructions of the Registrar and the BRLMs (with notice to the Company and the Selling Shareholders) in accordance with the Schedule III and procedure specified in this AgreementAgreement and the Red ▇▇▇▇▇▇▇ Prospectus and the Prospectus. Immediately upon the transfer of the amounts to the Public Offer Account and or the Refund Account, the Escrow Collection BankBankers to the Offer, the Public Offer Account Bank and the Refund Bank as applicable shall appropriately confirm such transfer the same to the Registrar and the Book Running Lead Managers BRLMs (with a copy to the Company and the Promoter Selling ShareholderShareholders). Thereupon, in .
(c) In relation to such amounts lying to the credit of 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 in this Agreement or under Applicable LawLaw including Section 40 of the Companies Act, 2013. For the avoidance of doubt, it is clarified that the Bidders or the Underwriters or any other person, as the case may be, shall continue to be the Beneficiaries beneficiaries in relation to any the Surplus Amount Amount, if any, and subject to Clause 3.2.3.2 and receipt of the final listing and trading approvalsapprovals and Allotment, the Company and the Promoter Selling Shareholder except to the extent of Offer Expenses payable out of the Offer proceeds in accordance with the provisions of this Agreement, the Engagement Letter, the Syndicate Agreement, the Underwriting Agreement and Offer Agreement, Shareholders shall be the Beneficiaries beneficiary 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 monies transferred to the Public Offer Account and the Refund Account. Further, as applicable.
3.2.3.5 It 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, as applicable, in accordance with this AgreementExchanges, the Public Offer Account Bank shall not transfer any 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 proceeds account created in relation to the Offer (“Proceeds Account”) Company’s or the Selling Shareholders’ bank account of the Promoter Selling Shareholder. The Bidders shall have no beneficial interest therein save in relation account, prior 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, receiving written instructions from the Company will ensure and/or the Offer Expenses shall be paid to the respective intermediaries upon receipt of the final listing and trading approvals from the Stock Exchanges BRLMs, in accordance with Clause 3.2.3.9 of this Agreement3.2.3.2.
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 (d) The Registrar shall, within one (1) Working Days Day from the Bid/Offer Closing Date Date, in writing in the prescribed form (specified in Schedule V hereto), intimate the Book Running Lead Managers (with a copy to Company, the Company Selling Shareholders and the Promoter Selling Shareholder) (in the format as specified in Annexure E)BRLMs, the aggregate amount of commission payable payable, including applicable taxes, to the SCSBs, Sponsor Banks, Registered Brokers, the RTAs and 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 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 by through the Stock Exchanges. The Company shall ensure Parties acknowledge that the aggregate amount of commission payable payable, including applicable taxes, to the Registered Brokers 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 Promoter Selling ShareholderShareholders, to the Stock Exchanges, prior to the receipt of final listing and trading approvals in accordance with Applicable LawLaw and this Agreement. 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 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 RTA Master Circular. The SCSBs, the respective Sponsor Banks and the Registrar shall provide the relevant confirmations to the Book Running Lead Managers BRLMs in accordance with the SEBI Circular SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, 2021 to the extent referred to and rescinded by the SEBI RTA Master Circular, with a copy to the Company Book Running Lead Managers and the Promoter Selling ShareholderCompany. 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 Promoter Selling Shareholder, 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 (e) The Company will make the payment only to the Sponsor Banks and the fees payable to each of the amounts lying to Sponsor Banks for services provided in accordance with the credit of the Public Offer AccountNovember 2018 Circular, the following specific provisions guidelines issued by the NPCI and this Agreement shall be applicable:
(i) Each of mutually decided by the Company and the Promoter Selling Shareholderrespective Sponsor Bank, severally which in turn shall make the requisite payments to the NPCI and not jointly agree that not less than such amounts as may have been estimated towards Offer related expenses and as will the SCSBs where the accounts of the Bidders, linked to their UPI ID, are held.
(f) The manner of payment shall be disclosed in the Prospectus and in accordance with Clause 18 the provisions of the Offer Agreement towards Offer expensesthis Agreement, 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 Engagement Letter, the Offer Syndicate 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 an independent chartered accountant appointed by the Company, on behalf of the Promoter Selling Shareholder, 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 Schedule I with respect to (b) above, with a copy to the Company and the Promoter Selling Shareholder. Subject to Applicable Law, each of the Company and the Promoter Selling Shareholder has agreed to share the costs and expenses (including all applicable taxes, except STT which shall be borne by the respective Promoter Selling Shareholder) 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 Promoter Selling Shareholder 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 the Offer Agreement shall be shared by the Company with the Promoter Selling Shareholder. Based on the list, the payment of all fees and expenses shall be made directly from the Proceeds Account. Any expenses paid by the Company on behalf of the Promoter Selling Shareholder in the first instance will be reimbursed to the Company, directly from the Proceeds Account in accordance with the Offer Agreement. 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 the Promoter Selling Shareholder, 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 Promoter Selling Shareholder in the Offer for Sale. The Company, on behalf of the Promoter Selling Shareholder, 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 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 BRLM (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 payment of STT (except the onward depositing of STT to the 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. The Promoter Selling Shareholder 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. The Promoter Selling Shareholder, to the extent applicable to itself, acknowledges and accepts that the amount of applicable STT for which instructions will be provided in form as specified in Schedule I by the Book Running Lead Managers will be calculated as per provisions of this Clause 3.2.3.9(i) and the said amount will be transferred to the Book Running Lead Managers for onward remittance to the Indian revenue authorities / income tax department as per the prevailing mechanism at the time of the said transfer.
(ii) The Book Running Lead Managers 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, provide the Public Offer Account Bank, in the prescribed form (specified in Schedule I), one or more instructions stating details of the amounts to be paid towards Offer Expenses specified in Clause 3.2.3.9(i) (a), above to the BRLMs and Offer Expenses specified in Clause 3.2.3the
Appears in 1 contract
Completion of the Offer. 3.2.3.1 In the event of the completion of the Offer:
(a) The Anchor Investor/Offer Period, the Bid/Offer Opening Data and Bid/Offer Closing Date shall be as described in the Red ▇▇▇▇▇▇▇ Prospectus. 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/Bid / Offer Opening Date and Bid / Offer Closing Date. If the Red ▇▇▇▇▇▇▇ Prospectus does not specify the Anchor Investor Bidding Date and the Bid/ Offer Opening Date and Bid/ Offer Closing Date, Bid/the Lead Managers shall, after the filing of the Red ▇▇▇▇▇▇▇ Prospectus with the RoC, prior to the Anchor Investor Bidding Date, and upon receipt of any requisite information from the Company or 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 and on the date on which initiation of refunds (if any, for Anchor Investors) or unblocking of funds from ASBA Account shall take place.
3.2.3.2 The Registrar, shall, on or prior to the Designated Date, in writing, along with the Book Running Lead Managers (a) intimate to the Escrow Collection Bank, Public Offer Account Bank, Refund Bank and the Registrar with a copy to the Company and the Selling Shareholders, provided that this intimation shall be provided irrespective of completion of the Offer.
(b) The Registrar shall, on or prior to the Designated Date in writing, (a) along with Lead Managers, in the form provided in Schedule IV A, intimate the Escrow Collection Bank, Public Offer Account Bank, the Refund Bank and the Sponsor Banks (with a copy to the Company and the Promoter Selling ShareholderShareholders), the Designated Date Date, and provide the Escrow Collection Bank with, details in the form specified in Annexure D with the
(i) the written details of the amounts Bid Amounts relating to the Anchor Investors that are to be transferred from the Escrow Accounts to the Public Offer Account, (ii) the written details of the Surplus Amountsamounts, if any, that are paid by the 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 (iii) the Surplus Amount, if any, to be transferred from Escrow Accounts to the Refund Account; , and (b) the Registrar, shall, on or prior to the Designated Date, in writing, intimate the SCSBs and the Sponsor Banks (with a copy to the Company, BRLMs Selling Shareholder and the Promoter Selling Shareholder) Lead Managers), in the form provided in Schedule IV B, the Designated Date 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, in the form specified in Annexure D (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 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 unblockedunblocked without any manual intervention by the UPI Bidder or the Sponsor Banks. Further, the SCSBs will raise the debit/ collect request from the respective ASBA Account and issue necessary instructions, whereupon the funds will be transferred from such ASBA Account to the Public 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 and immediately upon such transfer, the Refund Bank shall intimate the Book Running Lead ManagersBRLMs, the Company and the Promoter Selling Shareholder Shareholders of such transfer. The Sponsor Bank 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 Bidder’s UPI Bidders’ banks. The Surplus Amount shall be transferred to the Refund Account at the written instructions of the Registrar and the BRLMs (with notice to the Company and the Promoter Selling Shareholder) in accordance with the procedure specified in the Red ▇▇▇▇▇▇▇ Prospectus, Prospectus and this 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 Law (including the SEBI RTA Master Circular) and, immediately upon such transfer, the Refund Bank shall intimate the BRLMs and the Company of such transfer. In the event such transfers are unable to be completed on the same Working Day, such instructions issued by the Registrar and the BRLMs (as the case maybe) to the Escrow Collection Bank, and by the Registrar to the SCSBs or the Sponsor Banks (who in turn shall give instructions to SCSBs, that are UPI Bidders’ Bidder’s banks for debit/collect requests in case of applications by UPI mechanismMechanism), as applicable, shall be valid for the next Working Day 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 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 four Working Days from the Bid/ Offer Closing Date, the Bidder shall be compensated as per Applicable Law. The 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 Lead Managers, in their sole discretion) to discharge its obligation to compensate the investor for the delay in unblocking of amount, as stated above.
(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 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 (e) On the Designated Date, the Escrow Collection Bank, the Sponsor Banks Bank and the SCSBsSCSBs shall, on receipt of such details under Clause 3.2.3.2 3.2.3.1 from the Registrar Lead Managers and the Book Running Lead ManagersRegistrar, shallor on receipt of the debit/collect request from the Sponsor Banks (in case of UPI Bidders Bidding using the UPI Mechanism), as the case may be, within Banking Hours on the same Working Day, transfer the amounts lying to the credit of the Escrow Accounts, amounts Accounts and/or blocked in the ASBA Accounts in relation to the successful Bids by Allottees to the Public Offer Account and the Account. The Surplus Amount shall be transferred by the Escrow Collection Bank to the Refund Account upon receipt of written instructions of the Registrar and the Lead Managers (with notice to the Company) in accordance with the procedure specified in this Agreement, the Red ▇▇▇▇▇▇▇ Prospectus, Prospectus and this Agreement. 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 and the Refund Bank and the Sponsor Banks shall appropriately confirm 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 ShareholderShareholders). .
(f) Thereupon, in relation to such amounts lying to the credit of 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 in this Agreement or under Applicable Law. For the avoidance of doubt, it is clarified that the Bidders or the Underwriters or any other person, as the case may be, shall continue to be the Beneficiaries in relation to any the Surplus Amount Amount, if any, and subject to Clause 3.2.2.1and upon receipt of the final listing and trading approvals, the Company Selling Shareholders (to the extent of their respective portion of the Offer for Sale) and the Promoter Selling Shareholder Company (to the extent of the Fresh Issue) shall be the Beneficiaries (except to the extent of Offer Expenses payable out of the Offer proceeds proceeds) in accordance with the provisions of this Agreement, the Engagement 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, as applicable, in accordance with this Agreement, the Public Offer Account Bank shall not transfer any monies from the Public Offer Account to the proceeds account created in relation to the Offer (“Proceeds Account”) or the bank account of the Promoter Selling Shareholder. 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 the Promoter Selling Shareholder) (in the format as specified in Annexure E), 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 Promoter Selling Shareholder, 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 the SEBI RTA Master Circular. 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 the SEBI RTA Master Circular, with a copy to the Company and the Promoter Selling Shareholder. 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 Promoter Selling Shareholder, 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 Promoter Selling Shareholder, 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 Engagement 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 an independent chartered accountant appointed by the Company, on behalf of the Promoter Selling Shareholder, 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 Schedule I with respect to (b) above, with a copy to the Company and the Promoter Selling Shareholder. Subject to Applicable Law, each of the Company and the Promoter Selling Shareholder has agreed to share the costs and expenses (including all applicable taxes, except STT which shall be borne by the respective Promoter Selling Shareholder) 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 Promoter Selling Shareholder 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 the Offer Agreement shall be shared by the Company with the Promoter Selling Shareholder. Based on the list, the payment of all fees and expenses shall be made directly from the Proceeds Account. Any expenses paid by the Company on behalf of the Promoter Selling Shareholder in the first instance will be reimbursed to the Company, directly from the Proceeds Account in accordance with the Offer Agreement. 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 the Promoter Selling Shareholder, 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 Promoter Selling Shareholder in the Offer for Sale. The Company, on behalf of the Promoter Selling Shareholder, 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 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 BRLM (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 payment of STT (except the onward depositing of STT to the 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. The Promoter Selling Shareholder 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. The Promoter Selling Shareholder, to the extent applicable to itself, acknowledges and accepts that the amount of applicable STT for which instructions will be provided in form as specified in Schedule I by the Book Running Lead Managers will be calculated as per provisions of this Clause 3.2.3.9(i) and the said amount will be transferred to the Book Running Lead Managers for onward remittance to the Indian revenue authorities / income tax department as per the prevailing mechanism at the time of the said transfer.
(ii) The Book Running Lead Managers 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, provide the Public Offer Account Bank, in the prescribed form (specified in Schedule I), one or more instructions stating details of the amounts to be paid towards Offer Expenses specified in Clause 3.2.3.9(i) (a), above to the BRLMs and Offer Expenses specified in Clause 3.2.3respective
Appears in 1 contract
Completion of the Offer. 3.2.3.1 3.2.3.1. In the event of the completion of the Offer:
(a) The Escrow Collection Bank, Public Offer Issue Account Bank, Refund Bank and Sponsor Banks shall refer to the Red ▇▇▇▇▇▇▇ Prospectus for the Anchor Investor Bidding Bid/Offer Period, the Bid / Offer Opening Date and Bid / Offer Closing Date. If the Red ▇▇▇▇▇▇▇ Prospectus does not specify the Anchor Investor Bid/Offer Period and the Bid/ Offer Opening Date and Bid/ Offer Closing Date, the BRLMs shall, after the filing of the Red ▇▇▇▇▇▇▇ Prospectus with the RoC, prior to the Anchor Investor Bid/Offer Opening DatePeriod, intimate in writing in the form provided in Schedule III hereto, the Anchor Investor Bid/Offer Period and 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.
3.2.3.2 The Registrar, shall, on or prior to the Designated Date, in writing, along with the Book Running Lead Managers (a) intimate to the Escrow Collection Bank, Public Offer Account Bank, Refund Bank, the Sponsor Banks and the Registrar with a copy to the Company and the Promoter Selling Shareholder, provided that this intimation shall be provided irrespective of completion of the Offer.
(b) The Registrar shall, on or prior to the Designated Date in writing, (a) along with the BRLMs, in the form provided in Schedule IV A, intimate the Escrow Collection Bank, Public Offer Account Bank, the Refund Bank and Refund Bank the Sponsor Banks (with a copy to the Company and the Promoter Selling Shareholder), the Designated Date Date, and provide the Escrow Collection Bank with, details in Banks with the form specified in Annexure D (i) the written details of the amounts Bid Amounts relating to the Anchor Investors that are to be transferred from the Escrow Accounts to the Public Offer Account, (ii) the written details of the Surplus Amountsamounts, if any, that are paid by the 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 (iii) the Surplus Amount, if any, to be transferred from Escrow Accounts to the Refund Account; , and (b) the Registrar, shall, on or prior to the Designated Date, in writing, intimate the SCSBs and the Sponsor Banks (with a copy to the Company, BRLMs Promoter Selling Shareholder and the Promoter Selling Shareholder) BRLMs), in the form provided in Schedule IV B, the Designated Date 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, in the form specified in Annexure D (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 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 unblockedunblocked without any manual intervention by the UPI Bidder or the Sponsor Banks. Further, the SCSBs will raise the debit/ collect request from the respective ASBA Account and issue necessary instructions, whereupon the funds will be transferred from such ASBA Account to the Public 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 and immediately upon such transfer, the Refund Bank shall intimate the Book Running Lead ManagersBRLMs, the Company and the Promoter Selling Shareholder of such transfer. The Sponsor Bank 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 Bidder’s banks. The Surplus Amount shall be transferred to the Refund Account at the written instructions of the Registrar and the BRLMs (with notice to the Company and the Promoter Selling Shareholder) in accordance with the procedure specified in the Red ▇▇▇▇▇▇▇ Prospectus, Prospectus and this 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 Law (including the SEBI RTA Master Circular) and, immediately upon such transfer, the Refund Bank shall intimate the BRLMs and the Company of such transfer. In the event such transfers are unable to be completed on the same Working Day, such instructions issued by the Registrar and the BRLMs (as the case maybe) 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 Bidders’ Bidder’s banks for debit/collect requests in case of applications by UPI mechanismMechanism), as applicable, shall be valid for the next Working Day Day. Immediately upon the transfer of the amounts to the Public Offer Account, the Escrow Collection Banks shall appropriately confirm the same to the Registrar and BRLMs, the Company and the Promoter Selling Shareholder. 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 that have received confirmed allocation in respect of the Equity Shares in the Offer.
(c) In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism), the Bidders shall be compensated in accordance with the Applicable Law. The BRLMs shall, in their sole discretion, identify and fix the liability on the intermediary responsible for the delay in unblocking (the “Relevant Intermediary”). In addition to the above, by way of the SEBI ICDR Master Circular, SEBI has put in place measures to have a uniform policy and to further streamline the reconciliation process among intermediaries and to provide a mechanism of compensation to investors. It is hereby clarified that 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 of amounts, such Relevant Intermediary will be liable to pay compensation to the investor in accordance with the SEBI ICDR Master Circular, as applicable. The Company and the Promoter Selling Shareholder agree that BRLMs are not responsible for unblocking of amounts in the ASBA Account 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 Banks 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 (e) On the Designated Date, the Escrow Collection Bank, the Sponsor Banks and the SCSBsSCSBs (including the UPI Bidder’s bank on raising of debit/collect request by the Sponsor Banks) shall, on receipt of such details under Clause 3.2.3.2 from the Registrar BRLMs and the Book Running Lead ManagersRegistrar, shallor on receipt of the debit/collect request from the Sponsor Banks (in case of UPI Bidders Bidding using the UPI Mechanism), as the case may be, within Banking Hours on the same Working Day, transfer the amounts lying to the credit of the Escrow Accounts, amounts Accounts and/or blocked in the ASBA Accounts in relation to the successful Bids by Allottees to the Public Offer Account and the Account. The Surplus Amount shall be transferred to the Refund Account upon receipt of written instructions of the Registrar and the BRLMs (with notice to the Company) in accordance with the procedure specified in the Red ▇▇▇▇▇▇▇ Prospectus, Prospectus and this Agreement. In the event such transfers are unable to be completed on the same Working Day, such instructions issued by the BRLMs and the Registrar to the Offer to the Escrow Collection Banks and by the Registrar to the Offer 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 AccountBank, the Escrow Collection Bank, the SCSBs, the Public Offer Account Bank and the Refund Bank shall appropriately confirm such transfer or receipt, as applicable, to the Registrar and the Book Running Lead Managers BRLMs (with a copy to the Company and the Promoter Selling Shareholder). .
(f) Thereupon, in relation to such amounts lying to the credit of 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 in this Agreement or under Applicable Law. For the avoidance of doubt, it is clarified that the Bidders or the Underwriters or any other person, as the case may be, shall continue to be the Beneficiaries in relation to any the Surplus Amount Amount, if any, and subject to Clause 3.2.2.1 and upon receipt of the final listing and trading approvals, the Company and the Promoter Selling Shareholder Shareholder, except to the extent of Offer Expenses payable out of the Offer proceeds in accordance with the provisions of this Agreement, the Engagement Letter, the Syndicate Agreement, the Underwriting Agreement and Offer Agreementproceeds, shall be the Beneficiaries Beneficiary 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. Further, as applicable.
3.2.3.5 It 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, as applicable, in accordance with this AgreementExchanges, the Public Offer Account Bank in accordance with the Offer Documents and the Applicable Laws shall not transfer any the monies due to the Promoter Selling Shareholder, net of the Offer Expenses and the STT, Withholding Tax, as applicable and/or Other Taxes from the Public Offer Account to the proceeds account created in relation to the Offer (“Proceeds Account”) or the bank account of the Promoter Selling Shareholder’s bank account. The Bidders transfer from the Public Offer Account shall have no beneficial interest therein save in relation be subject 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 Public Offer Expenses shall be paid to the respective intermediaries upon receipt of the final listing and trading approvals Account Bank receiving written instructions from the Stock Exchanges BRLMs, in accordance with Clause 3.2.3.9 of this Agreement3.2.
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 the Promoter Selling Shareholder) (in the format as specified in Annexure E), 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 Promoter Selling Shareholder, 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 the SEBI RTA Master Circular. 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 the SEBI RTA Master Circular, with a copy to the Company and the Promoter Selling Shareholder. 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 Promoter Selling Shareholder, 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 Promoter Selling Shareholder, 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 Engagement 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 an independent chartered accountant appointed by the Company, on behalf of the Promoter Selling Shareholder, 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 Schedule I with respect to (b) above, with a copy to the Company and the Promoter Selling Shareholder. Subject to Applicable Law, each of the Company and the Promoter Selling Shareholder has agreed to share the costs and expenses (including all applicable taxes, except STT which shall be borne by the respective Promoter Selling Shareholder) 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 Promoter Selling Shareholder 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 the Offer Agreement shall be shared by the Company with the Promoter Selling Shareholder. Based on the list, the payment of all fees and expenses shall be made directly from the Proceeds Account. Any expenses paid by the Company on behalf of the Promoter Selling Shareholder in the first instance will be reimbursed to the Company, directly from the Proceeds Account in accordance with the Offer Agreement. 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 the Promoter Selling Shareholder, 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 Promoter Selling Shareholder in the Offer for Sale. The Company, on behalf of the Promoter Selling Shareholder, 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 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 BRLM (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 payment of STT (except the onward depositing of STT to the 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. The Promoter Selling Shareholder 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. The Promoter Selling Shareholder, to the extent applicable to itself, acknowledges and accepts that the amount of applicable STT for which instructions will be provided in form as specified in Schedule I by the Book Running Lead Managers will be calculated as per provisions of this Clause 3.2.3.9(i) and the said amount will be transferred to the Book Running Lead Managers for onward remittance to the Indian revenue authorities / income tax department as per the prevailing mechanism at the time of the said transfer.
(ii) The Book Running Lead Managers 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, provide the Public Offer Account Bank, in the prescribed form (specified in Schedule I), one or more instructions stating details of the amounts to be paid towards Offer Expenses specified in Clause 3.2.3.9(i) (a), above to the BRLMs and Offer Expenses specified in Clause 3.2.3
Appears in 1 contract
Completion of the Offer. 3.2.3.1 3.2.3.1. In the event of the completion of the Offer:
(a) The Escrow Collection Bank, Public Offer Account Bank, Refund Account Bank and Sponsor Banks shall refer to the Red ▇▇▇▇▇▇▇ Prospectus for the Anchor Investor Bidding Date, the Bid/Bid / Offer Opening Date, Bid/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 placeDate.
3.2.3.2 (b) The Registrar, Registrar shall, on or prior to the Designated Date, Date in writing, writing (i) along with the Book Running Lead Managers (a) Manager, intimate the Bankers to the Escrow Collection BankOffer in the form provided in Schedule I hereto, Public Offer Account Bank and Refund Bank the Designated Date (with a copy to the Company and the Promoter Selling Shareholder), the Designated Date ) and provide the Escrow Collection Bank with, details in the form specified in Annexure D (i) the written details of the amounts 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 Accounts Account to the Public Offer Account, ; (ii) the written details of the Surplus Amounts, if any, that are to be transferred from Escrow Accounts to the Refund Account; and (b) the Registrar, shall, on or prior to the Designated Date, in writing, intimate the SCSBs and the Sponsor Banks in writing (in the form provided in Schedule II) (with a copy to the Company, BRLMs and the Promoter Selling ShareholderShareholder and the Lead Manager) of the Designated Date 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 D (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 respective ASBA Account and issue necessary instructionsUPI Bidders’ bank accounts, whereupon the funds will be transferred from such ASBA Account the UPI Bidders’ accounts to the Public Offer Account based on the finalised basis of allotment and the remaining funds, if any, will be unblockedunblocked to the UPI Bidder or its bank. The Refund Account Bank shall ensure the transfer of the Surplus Amounts Amount to the account of the Beneficiaries and immediately upon such transfer, the Refund Account Bank shall intimate the Book Running Lead ManagersManager, the Company and the Promoter Selling Shareholder of such transfer. The Sponsor Bank 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 Bidder’s banks. The Surplus Amount shall be transferred to the Refund Account at the written instructions of the Registrar and the BRLMs (with notice to the Company and the Promoter Selling Shareholder) in accordance with the procedure specified in the Red ▇▇▇▇▇▇▇ Prospectus, Prospectus and this 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 Law (including the SEBI RTA Master Circular) and, immediately upon such transfer, the Refund Bank shall intimate the BRLMs and the Company of such transfer. In the event such transfers are unable to be completed on the same Working Day, such instructions issued by the Registrar and BRLMs (as the case maybe) to the Escrow Collection Bank, and by the Registrar to the SCSBs or the Sponsor Banks (who in turn shall give instructions to SCSBs, that are UPI Bidders’ banks for debit/collect requests in case of applications by UPI mechanism), as applicable, shall be valid for the next Working Day banks. The amounts to be transferred to the Public Offer Account by the Escrow Collection Bank represent represents Bids from Anchor Investors that have received confirmed allocation in respect of the Equity Shares in the Offer and amounts, if any, paid by the Underwriters or any other person pursuant to any 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 Bidders’ banks on raising of debit/debit/ collect request requests 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. 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, the Sponsor Banks Bank and the SCSBs, on receipt of such details under Clause 3.2.3.2 from the Registrar and the Book Running Lead ManagersManager, shallas applicable, shall within Banking Hours on the same Working Day, Day transfer the amounts lying to the credit of the Escrow Accounts, amounts Accounts or blocked in the ASBA Accounts in relation to the Bids by Allottees successful Bidders to the Public Offer Account and on the Designated Date. The Surplus Amount Amount, if any, shall be transferred from the Escrow Accounts to the Refund Account Bank on the basis of written instructions of the Registrar and the Lead Manager (with notice to the Company and the Promoter Selling Shareholder) in accordance with the Schedule III and procedure specified in this AgreementAgreement and the Red ▇▇▇▇▇▇▇ Prospectus and the Prospectus. Immediately upon the transfer of the amounts to the Public Offer Account and or the Refund Account, the Escrow Collection BankBankers to the Offer, the Public Offer Account Bank and the Refund Bank as applicable shall appropriately confirm such transfer the same to the Registrar and the Book Running Lead Managers Manager (with a copy to the Company and the Promoter Selling Shareholder). Thereupon, in .
(c) In relation to such amounts lying to the credit of 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 in this Agreement or under Applicable LawLaw including Section 40 of the Companies Act, 2013. For the avoidance of doubt, it is clarified that the Bidders or the Underwriters or any other person, as the case may be, shall continue to be the Beneficiaries beneficiaries in relation to any the Surplus Amount Amount, if any, and subject to Clause 3.2.3.2 and receipt of the final listing and trading approvalsapprovals and Allotment, the Company and the Promoter Selling Shareholder except to the extent of Offer Expenses payable out of the Offer proceeds in accordance with the provisions of this Agreement, the Engagement Letter, the Syndicate Agreement, the Underwriting Agreement and Offer Agreement, shall be the Beneficiaries beneficiary 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 monies transferred to the Public Offer Account and the Refund Account. Further, as applicable.
3.2.3.5 It 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, as applicable, in accordance with this AgreementExchanges, the Public Offer Account Bank shall not transfer any the monies due to the Company and the Promoter Selling Shareholder, net of Offer Expenses and Securities Transaction Tax from the Public Offer Account to the proceeds account created in relation to the Offer (“Proceeds Account”) Company’s or the bank account of the Promoter Selling Shareholder. The Bidders shall have no beneficial interest therein save in relation 's bank account, prior 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, receiving written instructions from the Company will ensure and/or the Offer Expenses shall be paid to the respective intermediaries upon receipt of the final listing and trading approvals from the Stock Exchanges Lead Manager, in accordance with Clause 3.2.3.9 of this Agreement3.2.3.2.
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 (d) The Registrar shall, within one (1) Working Days Day from the Bid/Offer Closing Date Date, in writing in the prescribed form (specified in Schedule V hereto), intimate the Book Running Lead Managers (with a copy to the Company and Company, the Promoter Selling Shareholder) (in Shareholder and the format as specified in Annexure E)Lead Manager, the aggregate amount of commission payable payable, including applicable taxes, to the SCSBs, Sponsor Banks, Registered Brokers, the RTAs and 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 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 by through the Stock Exchanges. The Company shall ensure Parties acknowledge that the aggregate amount of commission payable payable, including applicable taxes, to the Registered Brokers 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 Promoter Selling Shareholder, to the Stock Exchanges, prior to the receipt of final listing and trading approvals in accordance with Applicable LawLaw and this Agreement. 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 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 RTA Master CircularCircular 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 Managerin accordance with the SEBI Circular SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, 2021 to the extent referred to and rescinded by the SEBI RTA Master Circular, with a copy to the Company Lead Manager and the Promoter Selling ShareholderCompany. 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 Promoter Selling Shareholder, 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 (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 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 (to the extent such expenses are not paid by the Promoter Selling Shareholder or the Company on its behalf or the Promoter Selling Shareholder) within 30 (thirty) 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 Managerare hereby 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:
(ia) Each of the The Company and the Promoter Selling ShareholderShareholder agree to retain, severally and not jointly agree that in the Public Offer Account, not less than such amounts as may have been estimated towards Offer related expenses Expenses, including applicable taxes, and as will be disclosed in the Prospectus and in accordance with Clause 18 of the Offer Agreement towards Offer expensesExpenses, including, without limitation (aA) (i) 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 Engagement Letterrespective engagement letters, the Offer Agreement, the Syndicate Agreement and the Underwriting Agreement, (bii) securities transaction tax in respect of the Offer for Sale, for onward depositing by the Book Running Lead Managers fees and expenses payable to the Indian revenue authorities, at such rate as may be prescribed under Applicable Law as per Lead Manager in accordance with the certificate(s) provided by an independent chartered accountant appointed by the Company, on behalf of the Promoter Selling Shareholder, to the extent of their respective Offered Shares, (such amount as “Securities Transaction Tax” or “STT”) and any other taxes as applicableEngagement Letter; (ciii) fees and expenses payable to the legal counsels counsel to the Company Company, Promoter Selling Shareholder and the Book Running Lead ManagersManager; (div) ASBA processing fees payable to the SCSBs, Registered Brokers, Collecting Depository Participants and RTAs Participants, RTAs, Sponsor Banks as mentioned in the Syndicate Agreement; and (ev) and any other expenses in connection with the Offer, including road show printing and stationary expenses, advertisement, media advertising and marketing expenses and other expenses for listing the Equity Shares on Stock Exchanges (collectively referred to as the “Offer Expenses”), will be retained ) and (B) securities transaction tax 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 Schedule I with respect to (b) above, with a copy to the Company and the Promoter Selling Shareholder. Subject to Applicable Law, each of the Company and the Promoter Selling Shareholder has agreed to share the costs and expenses (including all applicable taxes, except STT which shall be borne by the respective Promoter Selling Shareholder) 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 Promoter Selling Shareholder in the Offer for Sale, in accordance with Sale (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 the Offer Agreement shall be shared by the Company with the Promoter Selling Shareholder. Based on the list, the payment of all fees and expenses shall be made directly from the Proceeds Account. Any expenses paid by the Company on behalf of the Promoter Selling Shareholder in the first instance will be reimbursed to the Company, directly from the Proceeds Account in accordance with the Offer Agreement. 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 the Promoter Selling Shareholder, 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 Promoter Selling Shareholder in the Offer for Sale. The Company, on behalf of the Promoter Selling Shareholder, 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 from a reputable chartered accountant, as agreed by the Book Running Lead Managers in writing, confirming the amount of (i) “Securities Transaction Tax Tax”), for onward depositing by the post-Offer BRLM 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 ShareholderLead Manager) to the Indian revenue authorities, at such rate as may be prescribed under Applicable Law, if anythe amount of which shall be confirmed by a certificate in writing provided by a peer review chartered accountant appointed by the Company, payable in connection with the Offer format provided in Schedule XI (the “CA Tax Certificate”). Notwithstanding anything contained in this Agreement, each of and (C) the Parties hereby agree that amount to be withheld as the members of Syndicate will not have any responsibility, obligation or liability whatsoever, directly or indirectly, with regard amount required to any calculation be deducted and payment of STT (except the onward depositing of STT to the Indian revenue authorities), withholding tax, capital gains tax or tax deducted withheld at source or any similar obligations other such tax that is or may become applicable in relation to proceeds realized from respect of the Offer. The Company must ensure that sale of Equity Shares by the Book Running Lead Managers are provided Promoter Selling Shareholder (for onward depositing with the CA Tax CertificateIndian revenue authorities as per Applicable Law (“Withholding Amount”) and any other tax required to be collected and deposited by the Lead Managerunder Applicable Law in respect of the Offer (together with Withholding Amount, such other taxes are hereinafter referred as, the “Other Taxes”) until such time as the Lead Managerinstruct the Public Offer Account Bank. The Promoter Selling Shareholder must ensure shall extend such reasonable cooperation as may be requested by the correctness post-Offer Lead Manager (on behalf of the details other Lead Manager) to deposit the Securities Transaction Tax in a timely manner. The Lead Managershall instruct the Public Offer Account Bank, in the form specified in Schedule VA with respect to (A)(i), (A)(ii), (A)(iii), (A)(iv) and (A)(v) above, with a copy to the Company and the Promoter Selling Shareholder. The Lead Manager shall instruct the Public Offer Account Bank, in the form specified in Schedule VB with respect to the Securities Transaction Tax and the Withholding Amount, with a copy to the Company and the Promoter Selling Shareholder. It is clarified that the CA Tax CertificateCertificate shall be provided to the Lead Manager immediately upon Allotment, solely and prior to receipt of listing and trading approvals for the Equity Shares on the Stock Exchanges. Except for (i) listing fees, audit fees of statutory auditors (to the extent not attributable to the Offer), expenses for any corporate advertisements consistent with past practice of its number the Company (not including expenses relating to marketing and advertisements undertaken in connection with the Offer), and stamp duty payable on issue of Equity Shares pursuant to Fresh Issue which shall be borne solely by the Company and (ii) the stamp duty payable on transfer of Offered Shares that are sold and the fees and expenses in relation to the Offer. The legal counsel to the Promoter Selling Shareholder which shall be borne solely by the Promoter Selling Shareholder, the Company and the Promoter Selling Shareholder agrees to share the costs and expenses (including all applicable taxes) directly attributable to the extent applicable to itself, acknowledges Offer in accordance with Clause 20 of the Offer Agreement read with Clause 7 of the Syndicate Agreement. The Company and accepts the Promoter Selling Shareholder acknowledge and accept that (a) the amount of applicable STT Securities Transaction Tax, for which instructions will be provided in form as specified in Schedule I by the Book Running Lead Managers VB will be calculated as per provisions of this Clause 3.2.3.9(i3.2.3.2(a) above and the said amount will be transferred to the Book Running post-Offer Lead Managers Manager (on behalf of the Lead Manager) for onward remittance to the Indian income tax/ revenue authorities / income tax department 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 Promoter Selling Shareholder shall provide all such information and documents as may be necessary in this regard, and the Lead Managershall not be liable for the computation of the Securities Transaction Tax and the Withholding Amount, if applicable.
(iib) The Book Running On the receipt of final listing and trading approvals from the Stock Exchanges and the CA Tax Certificate, (A) the Lead Managers shall (Managershall, by one or more instructions, in the form specified in Schedule VA 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, provide instruct the Public Offer Account Bank, in Bank of the prescribed form amount of the payment towards the Offer Expenses under sub-clauses (specified in Schedule Ia)(A)(i),(a)(A)(ii) (a)(A)(iii), one or more instructions stating details (a)(A)(iv) and (a)(A)(v) of the amounts to be paid towards Offer Expenses specified in Clause 3.2.3.9(i3.2.3.2(a) (a), above to the BRLMs and Offer Expenses specified in Clause 3.2.3extent such amounts have not been paid by the Promoter Selling Shareholder or the Company either on behalf of itself or the Promoter Selling Shareholder) and
Appears in 1 contract
Completion of the Offer. 3.2.3.1 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 Period, the Bid / Offer Opening Date, Bid/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.
3.2.3.2 Date. The Registrar, shall, on or prior to the Designated Date, in writing, (a) along with the Book Running Lead Managers (a) Managers, intimate to the Escrow Collection Bank, Public Offer Account Bank and Refund Bank (with a copy to the Company and the Promoter Selling ShareholderShareholders), the Designated Date and provide the Escrow Collection Bank with, details in the form specified in Annexure D with (i) the written details of the amounts that are to be transferred from the Escrow Accounts to the Public Offer Account, ; (ii) amounts, if any, paid by the written Underwriters or any other person pursuant to any underwriting obligations in terms of the Underwriting Agreement to be transferred from the Escrow Accounts to the Public Offer Account, and (iii) the details of the Surplus AmountsAmount, if any, that are to be transferred from Escrow Accounts to the Refund Account, each in the form specified in Annexure F; and (b) the Registrar, shall, on or prior to the Designated Date, in writing, intimate the SCSBs and the Sponsor Banks (with a copy to the CompanyBook Running Lead Managers, BRLMs the Company and the Promoter Selling Shareholder) Shareholders), the Designated Date Date, and provide the SCSBs and each of the Sponsor Banks with the written details of the blocked amounts that have are required to be unblocked and transferred from the ASBA Accounts including the accounts blocked through the UPI Mechanism, as applicable, to the Public 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, within Banking Hours on the same Working Day transfer the amounts lying to the credit of the Escrow Accounts and/or blocked in the form specified ASBA Accounts in Annexure D (I)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 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 finalized basis of allotment allocation and the remaining funds, if any, will be unblockedunblocked without any manual intervention by the UPI Bidder. The Refund Bank shall ensure the transfer of the Surplus Amounts Amount to the account of the Beneficiaries and immediately upon such transfer, the Refund Bank shall intimate the Book Running Lead Managers, the Company and the Promoter Selling Shareholder Shareholders of such transfer. The Sponsor Bank 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 Bidder’s banks. The Surplus Amount shall be transferred to the Refund Account at the written instructions of the Registrar and the BRLMs (with notice to the Company and the Promoter Selling Shareholder) in accordance with the procedure specified in the Red ▇▇▇▇▇▇▇ Prospectus, Prospectus and this 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 Law (including the SEBI RTA Master Circular) and, immediately upon such transfer, the Refund Bank shall intimate the BRLMs and the Company of such transfer. In the event such transfers are unable to be completed on the same Working Day, such instructions issued by the Registrar and BRLMs (as the case maybe) to the Escrow Collection Bank, and by the Registrar to the SCSBs or the Sponsor Banks (who in turn shall give instructions to SCSBs, that are UPI Bidders’ banks for debit/collect requests in case of applications by UPI mechanism), as applicable, shall be valid for the next Working Day 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 amounts, if any, paid by the Underwriters or any other person pursuant to any 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 requests 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.
3.2.3.3 3.2.3.2 On the Designated Date, the Escrow Collection Bank, Bank and the SCSBs (including the UPI Bidder’s bank on raising of debit/ collect request by the Sponsor Banks and the SCSBsBanks), on receipt of details under Clause 3.2.3.2 ▇▇▇▇▇▇
3.2.3.1. from the Registrar and the Book Running Lead ManagersManagers 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, amounts Accounts and/or blocked in the ASBA Accounts in relation to the successful Bids by Allottees to the Public Offer Account and the Escrow Collection Bank shall transfer the Surplus Amount from the Escrow Accounts to the Refund Account in accordance with this Agreement. 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 and the Refund Bank shall appropriately confirm such transfer to the Registrar and the Book Running Lead Managers (with a copy to the Company and the Promoter Selling Shareholder). Thereupon, procedure set out in relation to such amounts lying to the credit of 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 this Agreement or 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 receipt of the listing and trading approvals, the Company and the Promoter Selling Shareholder except to the extent of Offer Expenses payable out of the Offer proceeds in accordance with the provisions of this Agreement, the Engagement 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, as applicable, in accordance with this Agreement, the Public Offer Account Bank shall not transfer any monies from the Public Offer Account to the proceeds account created in relation to the Offer (“Proceeds Account”) or the bank account of the Promoter Selling Shareholder. 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 Prospectus, the Prospectus, this Agreement the Preliminary Offering Memorandum and Applicable Law.
3.2.3.6 Notwithstanding anything stated in this Agreementthe Offering Memorandum. In the event such transfers are unable to be completed on the same Working Day, 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 such written instructions 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 the Promoter Selling Shareholder) (in the format as specified in Annexure E), 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 Promoter Selling Shareholder, 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 the SEBI RTA Master Circular. 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 the SEBI RTA Master Circular, with a copy to the Company and the Promoter Selling Shareholder. 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 Promoter Selling Shareholder, 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 Promoter Selling Shareholder, 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 Registrar to the Syndicate in terms of Escrow Collection Bank and by the Engagement LetterRegistrar to the SCSBs and the Sponsor Banks shall be valid for the next Working Day. The Registrar, the Offer Agreement, the Syndicate Agreement SCSBs 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 an independent chartered accountant appointed by the Company, on behalf of the Promoter Selling Shareholder, 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 Schedule I with respect to (b) above, with a copy to the Company and the Promoter Selling Shareholder. Subject to Applicable Law, each of the Company and the Promoter Selling Shareholder has agreed to share the costs and expenses (including all applicable taxes, except STT which Sponsor Banks shall be borne by the respective Promoter Selling Shareholder) 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 Promoter Selling Shareholder 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 the Offer Agreement shall be shared by the Company with the Promoter Selling Shareholder. Based on the list, the payment of all fees and expenses shall be made directly from the Proceeds Account. Any expenses paid by the Company on behalf of the Promoter Selling Shareholder in the first instance will be reimbursed to the Company, directly from the Proceeds Account in accordance with the Offer Agreement. 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 the Promoter Selling Shareholder, 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 Promoter Selling Shareholder in the Offer for Sale. The Company, on behalf of the Promoter Selling Shareholder, 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 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 BRLM (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 payment of STT (except the onward depositing of STT to the 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. The Promoter Selling Shareholder 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. The Promoter Selling Shareholder, to the extent applicable to itself, acknowledges and accepts that the amount of applicable STT for which instructions will be provided in form as specified in Schedule I by the Book Running Lead Managers will be calculated as per provisions of this Clause 3.2.3.9(i) and the said amount will be transferred to the Book Running Lead Managers for onward remittance to the Indian revenue authorities / income tax department as per the prevailing mechanism at the time of the said transfer.
(ii) The Book Running Lead Managers 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, provide the Public Offer Account Bank, in the prescribed form (specified in Schedule I), one or more instructions stating details of the amounts to be paid towards Offer Expenses specified in Clause 3.2.3.9(i) (a), above to the BRLMs and Offer Expenses specified in Clause 3.2.3unblocking is completed within four
Appears in 1 contract
Completion of the Offer. 3.2.3.1 The In the event of the completion of the Offer:
(a) If the Red ▇▇▇▇▇▇▇ Prospectus does not specify the Anchor Investor Bid/Offer Period and the Bid/ Offer Opening Date and Bid/ Offer Closing Date, the BRLMs shall, after the filing of the Red ▇▇▇▇▇▇▇ Prospectus with the RoC by the Company, prior to the Anchor Investor Bid/Offer Period, intimate in writing in the form provided in Schedule III hereto, the Anchor Investor Bid/Offer Period and the Bid/ Offer Opening Date and Bid/ Offer Closing Date to the Escrow Collection Bank, Public Offer Account Bank, Refund Bank and Sponsor Banks shall refer the Registrar with a copy to the Red ▇▇▇▇▇▇▇ Prospectus for Company and the Anchor Investor Bidding DateSelling Shareholders, provided that this intimation shall be provided irrespective of completion of 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 placeOffer.
3.2.3.2 (b) The Registrar, Registrar shall, on or prior to the Designated Date, Date in writing, (a) along with the Book Running Lead Managers (a) BRLMs, in the form provided in Schedule IV A, intimate to the Escrow Collection Bank, Public Offer Account Bank and Refund Bank (with a copy to the Company and the Promoter Selling ShareholderShareholders), the Designated Date Date, and provide the Escrow Collection Bank with, details in with the form specified in Annexure D (i) the written details of the amounts Bid Amounts relating to the Anchor Investors that are to be transferred from the Cash Escrow Accounts to the Public Offer Account, (ii) the written details of the Surplus Amountsamounts, if any, that are paid by the Underwriters in terms of the Underwriting Agreement to be transferred from the Cash Escrow 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) the Registrar, shall, on or prior to the Designated Date, in writing, intimate the SCSBs and the Sponsor Banks (with a copy to the Company, BRLMs Selling Shareholders and the Promoter Selling Shareholder) BRLMs), in the form provided in Schedule IV B, the Designated Date 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 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’ bank accounts. 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 Cash Escrow Accounts and/or blocked in the form specified ASBA Accounts in Annexure D (I)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 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 finalized basis of allotment allocation and the remaining funds, if any, will be unblockedunblocked without any manual intervention by the UPI Bidder. 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 and immediately upon such transfer, the Refund Bank shall intimate the Book Running Lead ManagersBRLMs, the Company and the Promoter Selling Shareholder of such transfer. The Sponsor Bank 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 Bidder’s banks. The Surplus Amount shall be transferred to the Refund Account at the written instructions of the Registrar and the BRLMs (with notice to the Company and the Promoter Selling Shareholder) in accordance with the procedure specified in the Red ▇▇▇▇▇▇▇ Prospectus, Prospectus and this 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 Law (including the SEBI RTA Master Circular) and, immediately upon such transfer, the Refund Bank shall intimate the BRLMs and the Company 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 (as the case maybe) 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 Bidders’ Bidder’s banks for debit/collect requests in case of applications by UPI mechanismMechanism), as applicable, shall be valid for the next Working Day 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 Bank) 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 4 (four) Working Days from the Bid/ Offer Closing Date or such timeline as may be prescribed by the Applicable Law, the Bidder shall be compensated at a uniform rate of ₹ 100 per day for the entire duration of delay exceeding 4 (four) 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 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.
(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 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.
3.2.3.3 (e) On the Designated Date, the Escrow Collection Bank, Bank and the SCSBs (including the UPI Bidder’s bank on raising of debit/collect request by the Sponsor Banks and the SCSBsBanks) shall, on receipt of such details under Clause 3.2.3.2 from the Registrar BRLMs and the Book Running Lead ManagersRegistrar, shallor on receipt of the debit/collect request from the Sponsor Banks (in case of UPI Bidders Bidding using the UPI Mechanism), within Banking Hours as the case may be, on the same Working Day, transfer the amounts lying to the credit of the Cash Escrow Accounts, amounts Accounts and/or blocked in the ASBA Accounts in relation to the successful 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 and the Refund Account, the Escrow Collection Bank, the Public Offer Account Bank and the Refund Bank shall appropriately confirm such transfer to the Registrar and the Book Running Lead Managers .
(with a copy to the Company and the Promoter Selling Shareholder). f) Thereupon, in relation to such amounts lying to the credit of the Public Offer Account, the Bidders or the Underwriters (pursuant to any underwriting obligation)Underwriters, as the case may be, shall have no beneficial interest therein save as provided under in this Agreement or under the Applicable Law. For the avoidance of doubt, it is clarified that the Bidders or the Underwriters or any other personUnderwriters, as the case may be, shall continue to be the Beneficiaries in relation to any the Surplus Amount Amount, if any, and subject to Clause 3.2.2.1 and upon receipt of the final listing and trading approvals, the Company and the Promoter Selling Shareholder Shareholders, except to the extent of Offer Expenses payable out of the Offer proceeds in accordance with the provisions of this Agreement, the Engagement Letter, the Syndicate Agreement, the Underwriting Agreement and Offer Agreementproceeds, shall be the Beneficiaries Beneficiary 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. Further, as applicable.
3.2.3.5 It 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, as applicable, in accordance with this AgreementExchanges, the Public Offer Account Bank shall not transfer any the monies due to the Selling Shareholders, net of the Offer Expenses and the STT, Withholding Amount, as applicable, and/or Other Taxes, as applicable from the Public Offer Account to the proceeds account created in relation to the Offer (“Proceeds Account”) or the bank account of the Promoter Selling Shareholder’s bank account. 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 (g) Further to clause 19.1 of the Offer Agreement and clause 3.5 of the amendment to the Offer Agreement dated January 5, 2024, it is clarified that all outstanding Offer Expenses solely attributable to SB Investment Holdings (UK) Limited pursuant to their participation and sale of their Offered Shares, shall be equivalent to 5.50% of the proceeds of the Offer that SB Investment Holdings (UK) Limited shall receive pursuant to the sale of the Offered Shares in the Offer (“SB Expenses Contribution”) , provided that the total expenses in relation to the Offer is more than the aforesaid SB Expenses Contribution, and the balance amount of Offer Expenses solely attributable to the Selling Shareholders pursuant to their participation and sale of their Offered Shares in the Offer, if any, exceeding 5.50% of the proceeds of the Offer shall be borne by the Promoter Selling Shareholder. It is further clarified that, other terms of clause
19.1 of the Offer Agreement and clause 3.5 of the amendment to the Offer Agreement dated January 5, 2024, shall mutatis mutandis be applicable to this clause.
(h) Notwithstanding anything stated in this Agreement, the Company will (and by the Selling Shareholders, to the extent such expenses are not directly paid by the Company on its behalf, post receipt of the final invoice from the respective intermediaries) hereby agree that they shall take all necessary action, as maybe required, to ensure that the Offer Expenses fees, commission, brokerage, incentives and expenses shall be paid to the respective intermediaries BRLMs and to the legal counsels upon receipt of the final listing and trading approvals from the Stock Exchanges in accordance with Clause 3.2.3.9 the provisions of this Agreement, the Engagement Letter, Offer Agreement, Syndicate Agreement and Underwriting Agreement. All the expenses for the Offer shall be paid by the Company and the Selling Shareholders as specified in the Offer Agreement and this Agreement directly from the Public Offer Account.
3.2.3.7 (i) The Company will make the payment only fees payable 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 Agreement shall be mutually decided by the Company, Company and the respective Sponsor Banks, which in turn . The Sponsor Banks shall make the requisite payments to the NPCI NPCI, as applicable, and the SCSBs banks where the accounts of the Bidders, linked to their UPI ID, are held.
3.2.3.8 (j) The BRLMs are hereby severally authorized to take such action in accordance with the terms of this Agreement as may be necessary in connection with the transfer of amounts from the Cash Escrow Accounts to the Public Offer Account and the Refund Account, as applicable.
(k) The Registrar shall, within one after the Bid/ Offer Closing Date, but no later than 1 (1one) Working Days Day from the Bid/Bid/ Offer Closing Date Date, in the prescribed form (specified in Schedule V hereto), intimate the Book Running Lead Managers BRLMs (with a copy to the Company and the Promoter Selling Shareholder) (in the format as specified in Annexure EShareholders), the aggregate amount of commission payable to the SCSBs, the Sponsor Banks, Registered Brokers, the RTAs the CDPs and collecting registrar and transfer agents CRTAs as calculated by the Registrar. For the avoidance of doubt, the quantum of commission payable to the SCSBs, Registered Brokers, the RTAs CDPs and the CDPs CRTAs 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 by through the Stock Exchanges. The Company shall ensure Parties acknowledge that the aggregate amount of commission payable to the Registered Brokers in relation to the Offer, as calculated by the RegistrarRegistrar and approved by the Company and BRLMs, shall be transferred by the Company, including on behalf of the Promoter Selling Shareholder, Company 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 from Sponsor Banks, SCSBs and the Registrar 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 the SEBI RTA Master Circular. The SCSBs, the respective Sponsor Banks and the Registrar shall provide the relevant confirmations to the Book Running Lead Managers BRLMs in accordance with the March 2021 Circular read with the June 2021 Cicular and the SEBI Circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M P/2022/51 dated March 16April 20, 20212022, to the extent referred to and rescinded by the SEBI RTA Master Circular, with a copy to the Company BRLMs and the Promoter Selling Shareholder. 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 Promoter Selling Shareholder, as applicable, after receipt of invoices from the respective RTAs and CDPs, as the case may be, as per Applicable LawCompany.
3.2.3.9 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:
(ia) Each of the Company and the Promoter Selling ShareholderShareholders agree to retain in the Public Offer Account Bank, severally and not jointly agree that the following: (A) not less than such amounts as may have been estimated towards Offer related expenses Expenses and as will be disclosed in the Prospectus and in accordance with Clause 18 of be specified by the Offer Agreement BRLMs towards Offer expenses, Expenses including, without limitation limitation: (ai) fees, costs, charges, advisory fees, incentives, commissions, brokerage and out of pocket expenses (fixed and variable) payable to various intermediaries including the Book Running Lead Managers and BRLMs appointed in relation to the members of the Syndicate Offer in terms of the Engagement Lettertheir respective engagement letters, the Offer Agreement, the Syndicate Agreement and the Underwriting Agreement, 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 an independent chartered accountant appointed by the Company, on behalf of the Promoter Selling Shareholder, to the extent of their respective Offered Shares, (such amount as “Securities Transaction Tax” or “STT”) and any other taxes as applicablewhen executed); (cii) fees and expenses payable to the legal counsels to the Company and the Book Running Lead ManagersBRLMs; and (diii) ASBA processing fees payable 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, Collecting Depository Participants CRTAs or CDPs and RTAs submitted with the SCSBs as mentioned in the Syndicate Agreement; and (eiv) and any other reimbursement of expenses in connection with incurred by the Company towards the Offer, including road show expenses, advertisement, media and other (expenses (collectively referred to as the “Offer Expenses”); (B) securities transaction tax, for onward depositing of securities transaction tax (“Securities Transaction Tax” or “STT”), at such rate as may be prescribed under the Applicable Law, for onward depositing by the post- Offer BRLM (on behalf of the BRLMs) and in accordance with a Chartered Accountant Certificate, which shall be appointed by the Company, provided that the obligation of the BRLMs in respect of the Securities Transaction Tax will be retained limited to the remittance by the post-Offer BRLM (on behalf of the BRLMs) of such Securities Transaction Tax pursuant to and in accordance with Applicable Law; 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 (including capital gains tax, if any) in respect of the sale of Equity Shares by the non-resident Selling Shareholders in accordance with a Chartered Accountant Certificate obtained by the Company on behalf of 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 by the BRLMs under the Applicable Law in respect of the Offer (together with Withholding Amount, such other taxes are hereinafter referred as, the “Other Taxes”), in the Public Offer Account until such time as the Book Running Lead Managers BRLMs instruct the Public Offer Account Bank, in the form specified in Schedule I with respect to (b) aboveVI, Schedule VIII-A or Schedule VIII-B, as applicable, with a copy to the Company and Selling Shareholders. Provided that the Promoter Selling Shareholder. Subject collection and deposit of withholding amount, capital gains tax or any other tax not expressly required under Applicable Law to Applicable Lawbe collected and /or deposited by the BRLMs, each of the Company and the Promoter Selling Shareholder has agreed to share the costs and expenses (including all applicable taxes, except STT which shall be borne by the respective Promoter Selling Shareholder) directly attributable to the Offer (excluding listing fees, audit fees of the Statutory Auditors collected 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 deposited by the Company in and/or the Fresh Issue and sold by the respective Promoter Selling Shareholder in the Offer for SaleShareholders, in accordance with the Offer Agreement. Upon successful completion of the Offer as applicable and the receipt BRLMs shall not be liable for the collection or deposit 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 the Offer Agreement shall be shared such taxes on failure by the Company and/or Selling Shareholders to make any such payments, as due under Applicable Law. The Parties acknowledge and agree that the deposit of STT by the post-Offer BRLMs with the Promoter Selling Shareholder. Based on Indian revenue authorities, as necessary, is only a procedural requirement and that the list, BRLMs shall neither derive any economic benefits from the transaction relating to the payment of all fees and expenses shall Securities Transaction Tax nor be made directly from liable for obligations of the Proceeds AccountSelling Shareholders in this regard. Any expenses paid by It is hereby agreed that the Company on behalf of the Promoter Selling Shareholder in the first instance Shareholders will be reimbursed to the Company, directly from the Proceeds Account in accordance with the Offer Agreement. 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 the Promoter Selling Shareholder, based on the proportion of the Equity Shares that was proposed continue to be offered by the Company in the Fresh Issue responsible for procuring and proposed to be sold by the respective Promoter Selling Shareholder in the Offer for Sale. The Company, on behalf of the Promoter Selling Shareholder, 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 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 BRLM (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 payment of STT (except the onward depositing of STT to the 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. The Promoter Selling Shareholder 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. The Promoter Selling Shareholder, to the extent applicable to itself, acknowledges and accepts that the amount of applicable STT for which instructions will be provided in form as specified in Schedule I by the Book Running Lead Managers will be calculated as per provisions of this Clause 3.2.3.9(i) and the said amount will be transferred to the Book Running Lead Managers for onward remittance to the Indian revenue authorities / income tax department as per the prevailing mechanism at the time of the said transfer.
(ii) The Book Running Lead Managers 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, provide the Public Offer Account Bank, in the prescribed form (specified in Schedule I), one or more instructions stating details of the amounts to be paid towards Offer Expenses specified in Clause 3.2.3.9(i) (a), above to the BRLMs and Offer Expenses specified in Clause 3.2.3providing
Appears in 1 contract
Completion of the Offer. 3.2.3.1 In the event of the completion of the Offer:
(a) The Escrow Collection BankBanks, Public Offer Account Bank, Refund Bank and Sponsor Banks shall refer to the Red ▇▇▇▇▇▇▇ Prospectus for the Anchor Investor Bidding Date, the Bid/Bid / Offer Opening Date and Bid / Offer Closing Date. If the Red ▇▇▇▇▇▇▇ Prospectus does not specify the Anchor Investor Bidding Date and the Bid/ Offer Opening Date and Bid/ Offer Closing Date, Bid/the Lead Managers shall, after the filing of the Red ▇▇▇▇▇▇▇ Prospectus with the RoC, prior to the Anchor Investor Bidding Date, and upon receipt of any requisite information from the Company or the Promoter 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 Banks, Public Offer Account Bank, Refund Bank and on the date on which initiation Registrar with a copy to the Company and the Promoter Selling Shareholders, provided that this intimation shall be provided irrespective of refunds (if any, for Anchor Investors) or unblocking completion of funds from ASBA Account shall take placethe Offer.
3.2.3.2 (b) The Registrar, Registrar shall, on or prior to the Designated Date, Date in writing, along with the Book Running Lead Managers (a) along with Lead Managers, in the form provided in Schedule IV A, intimate to the Escrow Collection BankBanks, Public Offer Account Bank, the Refund Bank and Refund Bank the Sponsor Banks (with a copy to the Company and the Promoter Selling ShareholderShareholders), the Designated Date Date, and provide the Escrow Collection Bank with, details in Banks with the form specified in Annexure D (i) the written details of the amounts Bid Amounts relating to the Anchor Investors that are to be transferred from the Escrow Accounts to the Public Offer Account, (ii) the written details of the Surplus Amountsamounts, if any, that are paid by the 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 (iii) the Surplus Amount, if any, to be transferred from Escrow Accounts to the Refund Account; , and (b) the Registrar, shall, on or prior to the Designated Date, in writing, intimate the SCSBs and the Sponsor Banks (with a copy to the Company, BRLMs Promoter Selling Shareholder and the Promoter Selling Shareholder) Lead Managers), in the form provided in Schedule IV B, the Designated Date 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, in the form specified in Annexure D (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 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 unblockedunblocked without any manual intervention by the UPI Bidder or the Sponsor Banks. Further, the SCSBs will raise the debit/ collect request from the respective ASBA Account and issue necessary instructions, whereupon the funds will be transferred from such ASBA Account to the Public 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 and immediately upon such transfer, the Refund Bank shall intimate the Book Running Lead ManagersBRLMs, the Company and the Promoter Selling Shareholder Shareholders of such transfer. The Sponsor Bank 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 Bidder’s UPI Bidders’ banks. The Surplus Amount shall be transferred to the Refund Account at the written instructions of the Registrar and the BRLMs (with notice to the Company and the Promoter Selling Shareholder) in accordance with the procedure specified in the Red ▇▇▇▇▇▇▇ Prospectus, Prospectus and this 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 Law (including the SEBI RTA Master Circular) and, immediately upon such transfer, the Refund Bank shall intimate the BRLMs and the Company of such transfer. In the event such transfers are unable to be completed on the same Working Day, such instructions issued by the Registrar and the BRLMs (as the case maybe) to the Escrow Collection BankBanks, and by the Registrar to the SCSBs or the Sponsor Banks (who in turn shall give instructions to SCSBs, that are UPI Bidders’ Bidder’s banks for debit/collect requests in case of applications by UPI mechanismMechanism), as applicable, shall be valid for the next Working Day Day. Immediately upon the transfer of the amounts to the Public Offer Account, the Escrow Collection Banks shall appropriately confirm the same to the Registrar and BRLMs, 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 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 four Working Days from the Bid/ Offer Closing Date, the Bidder shall be compensated at a uniform rate of ₹ 100 per day for the entire duration of delay exceeding four 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 Banks 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 (e) On the Designated Date, the Escrow Collection Bank, the Sponsor Banks and the SCSBsSCSBs shall, on receipt of such details under Clause 3.2.3.2 3.2.3.1 from the Registrar Lead Managers and the Book Running Lead ManagersRegistrar, shallor on receipt of the debit/collect request from the Sponsor Banks (in case of UPI Bidders Bidding using the UPI Mechanism), as the case may be, within Banking Hours on the same Working Day, transfer the amounts lying to the credit of the Escrow Accounts, amounts Accounts and/or blocked in the ASBA Accounts in relation to the successful Bids by Allottees to the Public Offer Account and the Account. The Surplus Amount shall be transferred by the Escrow Collection Banks to the Refund Account upon receipt of written instructions of the Registrar and the Lead Managers (with notice to the Company) in accordance with the procedure specified in this Agreement, the Red ▇▇▇▇▇▇▇ Prospectus, Prospectus and this Agreement. Immediately upon the transfer of the amounts to the Public Offer Account and the Refund Account, the Escrow Collection BankBanks, the Public Offer Account Bank and the Refund Bank and the Sponsor Banks shall appropriately confirm 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 ShareholderShareholders). .
(f) Thereupon, in relation to such amounts lying to the credit of 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 in this Agreement or under Applicable Law. For the avoidance of doubt, it is clarified that the Bidders or the Underwriters or any other person, as the case may be, shall continue to be the Beneficiaries in relation to any the Surplus Amount Amount, if any, and subject to Clause 3.2.2.1 and upon receipt of the final listing and trading approvals, the Company Promoter Selling Shareholders and the Promoter Selling Shareholder Company shall be the Beneficiaries (except to the extent of Offer Expenses payable out of the Offer proceeds proceeds) in accordance with the provisions of this Agreement, the Engagement Fee Letter, the Syndicate Agreement, the Underwriting Agreement and Amended and Restated 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 . In relation to take such action in accordance with the terms of this Agreement in connection with Surplus Amount transferred to the Refund Bank by the Escrow Collection Banks, the Refund Bank shall ensure the transfer of amounts from the Escrow Accounts Surplus Amount to the Public Offer Account account of the Beneficiaries and immediately upon such transfer, the Refund Bank shall intimate the Registrar, the Lead Managers, the Company and the Refund AccountPromoter Selling Shareholders of such transfer. Further, as applicable.
3.2.3.5 It 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, as applicable, in accordance with this AgreementExchanges, the Public Offer Account Bank shall not transfer any the monies due to the Company or the Promoter Selling Shareholders, net of the Offer Expenses and the STT and/or other applicable taxes, as applicable (calculated based on the Chartered Accountant Certificate to be provided by the Company and the Promoter Selling Shareholders), from the Public Offer Account to the proceeds account created in relation to the Offer (“Proceeds Account”) or the bank account of the Promoter Selling Shareholder. 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 the Promoter Selling Shareholder) (in the format as specified in Annexure E), 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 Promoter Selling Shareholder, 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 the SEBI RTA Master Circular. 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 the SEBI RTA Master Circular, with a copy to the Company and the Promoter Selling Shareholder. 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 Promoter Selling Shareholder, 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 Promoter Selling Shareholder, 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 Engagement 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 an independent chartered accountant appointed by the Company, on behalf of the Promoter Selling Shareholder, 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 Schedule I with respect to (b) above, with a copy to the Company and the Promoter Selling Shareholder. Subject to Applicable Law, each of the Company and the Promoter Selling Shareholder has agreed to share the costs and expenses (including all applicable taxes, except STT which shall be borne by the respective Promoter Selling Shareholder) 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 Promoter Selling Shareholder 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 the Offer Agreement shall be shared by the Company with the Promoter Selling Shareholder. Based on the list, the payment of all fees and expenses shall be made directly from the Proceeds Account. Any expenses paid by the Company on behalf of the Promoter Selling Shareholder in the first instance will be reimbursed to the Company, directly from the Proceeds Account in accordance with the Offer Agreement. 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 the Promoter Selling Shareholder, 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 Promoter Selling Shareholder in the Offer for Sale. The Company, on behalf of the Promoter Selling Shareholder, 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 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 BRLM (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 payment of STT (except the onward depositing of STT to the 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. The Promoter Selling Shareholder 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. The Promoter Selling Shareholder, to the extent applicable to itself, acknowledges and accepts that the amount of applicable STT for which instructions will be provided in form as specified in Schedule I by the Book Running Lead Managers will be calculated as per provisions of this Clause 3.2.3.9(i) and the said amount will be transferred to the Book Running Lead Managers for onward remittance to the Indian revenue authorities / income tax department as per the prevailing mechanism at the time of the said transfer.
(ii) The Book Running Lead Managers 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, provide the Public Offer Account Bank, in the prescribed form (specified in Schedule I), one or more instructions stating details of the amounts to be paid towards Offer Expenses specified in Clause 3.2.3.9(i) (a), above to the BRLMs and Offer Expenses specified in Clause 3.2.3’s bank
Appears in 1 contract
Completion of the Offer. 3.2.3.1 3.2.4.1 In the event of the completion of the Offer:
(a) 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, 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.
3.2.3.2 (b) The Registrar, Registrar and BRLMs shall, on or prior to the Designated Date, in writing, along with in the Book Running Lead Managers (a) intimate form provided in Schedule III, provide the Bankers to the Escrow Collection Bank, Public Offer Account Bank and Refund Bank (with a copy to the Company and each of the Promoter Selling Shareholder), the Designated Date Shareholders) and provide the Escrow Collection Bank with, details in the form specified in Annexure D (i) with the written details of the amounts Bid Amounts relating to the Anchor Investors that are to be transferred from the Escrow Accounts Account to the Public Offer AccountAccount and amounts, (ii) if any, paid by the written 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 the details of the Surplus AmountsAmount, if any, that are to be transferred from Escrow Accounts to the Refund Account from Escrow 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 (b) amounts, if any, paid by the Registrar, shallUnderwriters or any other person pursuant to any underwriting obligations in terms of the Underwriting Agreement. The Registrar shall also, on or prior to the Designated Date, in writing, intimate Date provide the SCSBs and the Sponsor Banks (with a copy to the CompanyBRLMs, BRLMs the Company and each of the Promoter Selling ShareholderShareholders) the Designated Date , and provide the SCSBs and the Sponsor Banks with the written details of the amounts Bid Amounts that have to be unblocked transferred to the Public Offer Account as well as Surplus Amounts that are required to be unblocked. The Sponsor Banks shall be responsible for sharing the details of Bid Amounts that have to be transferred to the Public Offer Account with the UPI Bidders’ banks. On the Designated Date, the Escrow Collection Bank, the SCSBs (including the UPI Bidders’ bank on raising of debit/ collect request by the Sponsor Banks), on receipt of such details from the BRLMs and transferred from the Registrar or the Sponsor Banks (in case of UPI Bidders Bidding using the UPI mechanism), within Banking Hours, transfer the amounts lying to the credit of the Escrow Account or blocked in the ASBA Accounts including in relation to the accounts blocked through the UPI Mechanism, as applicablesuccessful Bids, to the Public Offer Account, in the form specified in Annexure D (I). The Sponsor Banks, based on the UPI Mandate Request mandate 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 instructionsUPI Bidders’ bank account, whereupon the funds will be transferred from such ASBA Account the UPI Bidders’ account to the Public Offer Account based on the finalised basis of allotment and the remaining funds, if any, will be unblocked. The Refund Bank shall ensure unblocked without any manual intervention by the transfer of UPI Bidders in accordance with the Surplus Amounts to the account of the Beneficiaries and immediately upon such transfer, the Refund Bank shall intimate the Book Running Lead Managers, the Company and the Promoter Selling Shareholder of such transferUPI Circulars. The Sponsor Bank 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 Bidder’s banks. The Surplus Amount shall be transferred to the Refund Account at the written instructions of the Registrar and the BRLMs (with notice to the Company and each of the Promoter Selling ShareholderShareholders) in accordance with the procedure specified in the Red ▇▇▇▇▇▇▇ Prospectus, Prospectus and this 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 Law (including the SEBI RTA Master March 2021 Circular, the June 2021 Circular and the April 2022 Circular II, as applicable) and, immediately upon such transfer, the Refund Bank shall intimate the BRLMs and the Company of such transfer. In the event such transfers are unable to be completed on the same Working Day, such instructions issued by the Registrar and BRLMs (as the case maybe) to the Escrow Collection Bank, and by the Registrar to the SCSBs or the Sponsor Banks (who in turn shall give instructions to SCSBs, that are UPI Bidders’ banks for debit/collect requests in case of applications by UPI mechanismMechanism), as applicable, shall be valid for the next Working Day 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 (with a copy to the Company and each of the Selling Shareholders). The amounts to be transferred to from the Public Offer ASBA 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 and Sponsor Banks) Banks represent Bids from ASBA Bidders and UPI Bidders, respectively that have received confirmed allocation in respect of the Equity Shares in the Offer.
3.2.3.3 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 and the Refund Account, the Escrow Collection Bank, the Public Offer Account Bank and the Refund Bank shall appropriately confirm such transfer to the Registrar and the Book Running Lead Managers (with a copy to the Company and the Promoter Selling Shareholder). c) Thereupon, in relation to such amounts lying to the credit of 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 in this Agreement or under Applicable Law. For the avoidance of doubt, it is clarified that the Bidders or the Underwriters or any other person, as the case may be, shall continue to be the Beneficiaries in relation to any the Surplus Amount Amount, if any, and subject to Clause 3.2.4.2 and upon receipt of the final listing and trading approvals, each of the Selling Shareholders and the Company and (solely to the Promoter extent of reimbursement of any Offer Expenses incurred on behalf of any of the Selling Shareholder Shareholders), except to the extent of Offer Expenses payable out of the Offer proceeds in accordance with the provisions of this Agreement, the Engagement Fee Letter, the Syndicate Agreement, the Underwriting Agreement and the Offer Agreement, shall be the Beneficiaries in respect of their each of its respective portions portion of the balance amount.
3.2.3.4 The Book Running Lead Managers are . Further, it is 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 clarified that, the Public Offer Account Bank shall transfer all the proceeds due to each of the Selling Shareholders and the Refund AccountCompany, as applicable.
3.2.3.5 It is hereby clarified that until applicable from the Public Offer Account to such Selling Shareholder’s respective bank accounts only on receipt of final listing and trading approvals from the Stock Exchanges followed by written instructions from and such proceeds shall be net of the Book Running Lead ManagersOffer Expenses and the STT and/or withholding taxes, as applicable, in accordance with this Agreement, calculated based on the Chartered Accountant Certificate. The transfer from the Public Offer Account shall be subject to the Public Offer Account Bank shall not transfer any monies receiving written instructions from the Public Offer Account to the proceeds account created in relation to the Offer (“Proceeds Account”) or the bank account of the Promoter Selling Shareholder. 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 ProspectusBRLMs, 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 Agreement3.
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 the Promoter Selling Shareholder) (in the format as specified in Annexure E), 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 Promoter Selling Shareholder, 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 the SEBI RTA Master Circular. 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 the SEBI RTA Master Circular, with a copy to the Company and the Promoter Selling Shareholder. 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 Promoter Selling Shareholder, 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 Promoter Selling Shareholder, 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 Engagement 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 an independent chartered accountant appointed by the Company, on behalf of the Promoter Selling Shareholder, 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 Schedule I with respect to (b) above, with a copy to the Company and the Promoter Selling Shareholder. Subject to Applicable Law, each of the Company and the Promoter Selling Shareholder has agreed to share the costs and expenses (including all applicable taxes, except STT which shall be borne by the respective Promoter Selling Shareholder) 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 Promoter Selling Shareholder 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 the Offer Agreement shall be shared by the Company with the Promoter Selling Shareholder. Based on the list, the payment of all fees and expenses shall be made directly from the Proceeds Account. Any expenses paid by the Company on behalf of the Promoter Selling Shareholder in the first instance will be reimbursed to the Company, directly from the Proceeds Account in accordance with the Offer Agreement. 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 the Promoter Selling Shareholder, 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 Promoter Selling Shareholder in the Offer for Sale. The Company, on behalf of the Promoter Selling Shareholder, 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 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 BRLM (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 payment of STT (except the onward depositing of STT to the 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. The Promoter Selling Shareholder 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. The Promoter Selling Shareholder, to the extent applicable to itself, acknowledges and accepts that the amount of applicable STT for which instructions will be provided in form as specified in Schedule I by the Book Running Lead Managers will be calculated as per provisions of this Clause 3.2.3.9(i) and the said amount will be transferred to the Book Running Lead Managers for onward remittance to the Indian revenue authorities / income tax department as per the prevailing mechanism at the time of the said transfer.
(ii) The Book Running Lead Managers 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, provide the Public Offer Account Bank, in the prescribed form (specified in Schedule I), one or more instructions stating details of the amounts to be paid towards Offer Expenses specified in Clause 3.2.3.9(i) (a), above to the BRLMs and Offer Expenses specified in Clause 3.2.3
Appears in 1 contract
Completion of the Offer. 3.2.3.1 The 3.2.3.1. In the event of the completion of the Offer:
(a) If the Red ▇▇▇▇▇▇▇ Prospectus does not specify the Anchor Investor Bidding Date and the Bid/ Offer Opening Date and Bid/ Offer Closing Date, the BRLMs shall, after the filing of the Red ▇▇▇▇▇▇▇ Prospectus with the RoC, prior to the Anchor Investor Bidding Date, intimate in writing in the form provided in Schedule III hereto, the Anchor Investor Bidding Date, the Bid/ Offer Opening Date and Bid/ Offer Closing Date to the Escrow Collection Bank, Public Offer Account Bank, Refund Bank and Sponsor Banks shall refer the Registrar with a copy to the Red ▇▇▇▇▇▇▇ Prospectus for Company and the Anchor Investor Bidding DateSelling Shareholders, provided that this intimation shall be provided irrespective of completion of 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 placeOffer.
3.2.3.2 (b) The Registrar, Registrar shall, on or prior to the Designated Date, Date in writing, (a) along with the Book Running Lead Managers (a) BRLMs, in the form provided in Schedule IV A, intimate to the Escrow Collection Bank, Public Offer Account Bank and Refund Bank (with a copy to the Company and the Promoter Selling ShareholderShareholders), the Designated Date Date, and provide the Escrow Collection Bank with, details in with the form specified in Annexure D (i) the written details of the amounts Bid Amounts relating to the Anchor Investors that are to be transferred from the Cash Escrow Accounts to the Public Offer Account, (ii) the written details of the Surplus Amountsamounts, if any, that are paid by the Underwriters or any other person pursuant to any underwriting obligations in terms of the Underwriting Agreement to be transferred from the Cash Escrow 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) the Registrar, shall, on or prior to the Designated Date, in writing, intimate the SCSBs and the Sponsor Banks (with a copy to the Company, BRLMs Selling Shareholders and the Promoter Selling Shareholder) BRLMs), in the form provided in Schedule IV B, the Designated Date 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 Cash Escrow Accounts and/or blocked in the form specified ASBA Accounts in Annexure D (I)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 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 finalized basis of allotment allocation and the remaining funds, if any, will be unblockedunblocked without any manual intervention by the UPI Bidder. 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 and immediately upon such transfer, the Refund Bank shall intimate the Book Running Lead ManagersBRLMs, the Company and the Promoter Selling Shareholder of such transfer. The Sponsor Bank 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 Bidder’s banks. The Surplus Amount shall be transferred to the Refund Account at the written instructions of the Registrar and the BRLMs (with notice to the Company and the Promoter Selling Shareholder) in accordance with the procedure specified in the Red ▇▇▇▇▇▇▇ Prospectus, Prospectus and this 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 Law (including the SEBI RTA Master Circular) and, immediately upon such transfer, the Refund Bank shall intimate the BRLMs and the Company 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 (as the case maybe) 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 Bidders’ Bidder’s banks for debit/collect requests in case of applications by UPI mechanismMechanism), as applicable, shall be valid for the next Working Day 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 Bank) 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 2 (two) Working Days from the Bid/ Offer Closing Date or such timeline as may be prescribed by Applicable Laws, 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 Laws 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. 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 any 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.
3.2.3.3 (e) On the Designated Date, the Escrow Collection Bank, Bank and the SCSBs (including the UPI Bidder’s bank on raising of debit/collect request by the Sponsor Banks and the SCSBsBanks) shall, on receipt of such details under Clause 3.2.3.2 from the Registrar BRLMs and the Book Running Lead ManagersRegistrar, shallor on receipt of the debit/collect request from the Sponsor Banks (in case of UPI Bidders Bidding using the UPI Mechanism), within Banking Hours as the case may be, on the same Working Day, transfer the amounts lying to the credit of the Cash Escrow Accounts, amounts Accounts and/or blocked in the ASBA Accounts in relation to the successful Bids by Allottees to the Public Offer Account and the Account. The Surplus Amount shall be transferred to the Refund Account upon receipt of written instructions of the Registrar and the BRLMs (with notice to the Company and the Selling Shareholders) in accordance with the procedure specified in the Red ▇▇▇▇▇▇▇ Prospectus, Prospectus and this Agreement. Immediately upon the transfer of the amounts to the Public Offer Account and the Refund AccountBank, the Escrow Collection Bank, the Public Offer Account Bank and the Refund Bank shall appropriately confirm such transfer or receipt, as applicable, to the Registrar and the Book Running Lead Managers BRLMs (with a copy to the Company and the Promoter Selling ShareholderShareholders). .
(f) Thereupon, in relation to such amounts lying to the credit of 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 in this Agreement or under Applicable LawLaws. For the avoidance of doubt, it is clarified that the Bidders or the Underwriters or any other person, as the case may be, shall continue to be the Beneficiaries in relation to any the Surplus Amount Amount, if any, and subject to Clause 3.2.2.1 and upon receipt of the final listing and trading approvals, the Company and the Promoter Selling Shareholder Shareholders, except to the extent of Offer Expenses proportionate to Selling Shareholders payable out of the Offer proceeds in accordance with the provisions of this Agreement, the Engagement Letter, the Syndicate Agreement, the Underwriting Agreement and Offer Agreementproceeds, shall be the Beneficiaries Beneficiary 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. Further, as applicable.
3.2.3.5 It 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, as applicable, in accordance with this AgreementExchanges, the Public Offer Account Bank shall not transfer any the monies due to the Selling Shareholders, net of the Offer Expenses proportionate to Selling Shareholders and the STT, Withholding Amount (as defined hereinafter) as applicable and/or Other Taxes and other applicable taxes, as applicable from the Public Offer Account to the proceeds account created in relation Selling Shareholder’s bank account. The transfer from the Public Offer Account shall be subject to the Public Offer (“Proceeds Account”) or the bank account of the Promoter Selling Shareholder. 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 Account Bank receiving written instructions from the Stock Exchanges BRLMs, in accordance with Clause 3.2.3.9 of this Agreement3.2.
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 the Promoter Selling Shareholder) (in the format as specified in Annexure E), 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 Promoter Selling Shareholder, 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 the SEBI RTA Master Circular. 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 the SEBI RTA Master Circular, with a copy to the Company and the Promoter Selling Shareholder. 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 Promoter Selling Shareholder, 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 Promoter Selling Shareholder, 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 Engagement 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 an independent chartered accountant appointed by the Company, on behalf of the Promoter Selling Shareholder, 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 Schedule I with respect to (b) above, with a copy to the Company and the Promoter Selling Shareholder. Subject to Applicable Law, each of the Company and the Promoter Selling Shareholder has agreed to share the costs and expenses (including all applicable taxes, except STT which shall be borne by the respective Promoter Selling Shareholder) 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 Promoter Selling Shareholder 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 the Offer Agreement shall be shared by the Company with the Promoter Selling Shareholder. Based on the list, the payment of all fees and expenses shall be made directly from the Proceeds Account. Any expenses paid by the Company on behalf of the Promoter Selling Shareholder in the first instance will be reimbursed to the Company, directly from the Proceeds Account in accordance with the Offer Agreement. 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 the Promoter Selling Shareholder, 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 Promoter Selling Shareholder in the Offer for Sale. The Company, on behalf of the Promoter Selling Shareholder, 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 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 BRLM (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 payment of STT (except the onward depositing of STT to the 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. The Promoter Selling Shareholder 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. The Promoter Selling Shareholder, to the extent applicable to itself, acknowledges and accepts that the amount of applicable STT for which instructions will be provided in form as specified in Schedule I by the Book Running Lead Managers will be calculated as per provisions of this Clause 3.2.3.9(i) and the said amount will be transferred to the Book Running Lead Managers for onward remittance to the Indian revenue authorities / income tax department as per the prevailing mechanism at the time of the said transfer.
(ii) The Book Running Lead Managers 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, provide the Public Offer Account Bank, in the prescribed form (specified in Schedule I), one or more instructions stating details of the amounts to be paid towards Offer Expenses specified in Clause 3.2.3.9(i) (a), above to the BRLMs and Offer Expenses specified in Clause 3.2.3
Appears in 1 contract
Completion of the Offer. 3.2.3.1 The Escrow Collection Bank, Public Offer Account Bank, Refund Bank and Sponsor Banks shall refer to 3.2.3.1. If the Red ▇▇▇▇▇▇▇ Prospectus for does not specify the Anchor Investor Bidding DateBid/ 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 Company, intimate in writing (in the form specified in Annexure D) the Anchor Investor Bid/Offer Period, the Bid/Offer Opening Date, Date and the Bid/Offer Closing Date to the Escrow Collection Bank, the Public Offer Account Bank, the Refund Bank, the Sponsor Banks and on the date on which initiation of refunds Registrar to the Offer (if any, for Anchor Investors) or unblocking of funds from ASBA Account shall take place.
3.2.3.2 with a copy to the Company and the Selling Shareholders). The RegistrarRegistrar to the Offer, shall, on or prior to the Designated Date, in writing, (a) along with the Book Running Lead Managers (a) 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 ShareholderShareholders), the Designated Date and provide the Escrow Collection Bank, the Public Offer Account Bank with, details in and the form specified in Annexure D Refund Bank with (i) the written details of the amounts that are to be transferred from the Escrow Accounts to the Public Offer Account, ; and (ii) the written details of the Surplus AmountsAmount, if any, that are to be transferred from Escrow Accounts to the Refund Account, in the form specified in Annexure E; and (b) the Registrar, shall, on or prior to the Designated Date, in writing, intimate the SCSBs and the Sponsor Banks (with a copy to the CompanyBRLMs, BRLMs the Company and the Promoter Selling ShareholderShareholders) (in the form specified in Annexure F), the Designated Date 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, in the form specified in Annexure D (I)Account 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/ 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 finalized basis of allotment allocation and the remaining funds, if any, will be unblocked. The Refund Bank shall ensure unblocked without any manual intervention by the transfer of the Surplus Amounts to the account of the Beneficiaries and immediately upon such transfer, the Refund Bank shall intimate the Book Running Lead Managers, the Company and the Promoter Selling Shareholder of such transfer. The Sponsor Bank 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 Bidder’s banks. The Surplus Amount shall be transferred to the Refund Account at the written instructions of the Registrar and the BRLMs Book Running Lead Managers (with notice to the Company and the Promoter Selling ShareholderShareholders) in accordance with the procedure specified in the Red ▇▇▇▇▇▇▇ Prospectus, Prospectus and this 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 Law (including the SEBI RTA Master Circular) andLaw, as applicable and immediately upon such transfer, the Refund Bank shall intimate the BRLMs BRLMs, the Company and the Company Selling Shareholders of such transfer. In The Sponsor Banks shall be responsible for sharing the event such transfers are unable details of Bid Amounts that have to be completed on unblocked and transferred from the same Working Day, such instructions issued by the Registrar and BRLMs (as the case maybe) ASBA Accounts to the Escrow Collection BankPublic Offer Account with the UPI Bidders’ banks. The Registrar, and by the Registrar to the SCSBs or and the Sponsor Banks shall ensure that unblocking is completed within two (who in turn shall give instructions to SCSBs2) Working Days from the Bid/Offer Closing Date, that are UPI Bidders’ banks for debit/collect requests in or such other timelines as may be prescribed under Applicable Law. In case of applications 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 shall be compensated by UPI mechanismthe 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 applicable, shall be valid for the next Working Day 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 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 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 3.2.3.2. On the Designated Date, the Escrow Collection Bank, the Sponsor Banks Bank and the SCSBs, on receipt of details under Clause 3.2.3.2 from the Registrar and the Book Running Lead ManagersSection 3.2.3.1, shall, within Banking Hours on the same Working Day, transfer the amounts lying to the credit of the Escrow Accounts, amounts Accounts and/or blocked in the ASBA Accounts in relation to the successful Bids by Allottees to the Public Offer Account Account; and the Escrow Collection Bank shall transfer the Surplus Amount to the Refund Account in accordance with this Agreementthe Offer 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 to the Offer to the Escrow Collection Bank and by the Registrar to the Offer to the SCSBs and the Sponsor 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 and the Refund Account, as applicable, the Escrow Collection Bank, Bank and the SCSBs shall appropriately confirm transfer of such amounts and the Public Offer Account Bank and the Refund Bank shall appropriately confirm receipt of such transfer amounts to the Registrar to the Offer and the Book Running Lead Managers BRLMs (with a copy to the Company and the Promoter Selling ShareholderShareholders). Thereupon, in relation to such amounts lying transferred to the credit of 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 this Agreement or 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 except to the extent of Offer Expenses payable out of the Offer proceeds in accordance with the provisions of this Agreement, the Engagement Letter, the Syndicate Agreement, the Underwriting Agreement and Offer Agreement, 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 3.2.3.4. The Book Running Lead Managers BRLMs are hereby jointly 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 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, as applicable, in accordance with this AgreementExchanges, the Public Offer Account Bank shall not transfer any monies from the Public Offer Account to the proceeds account created in relation to bank accounts of the Offer (“Proceeds Account”) Company or the bank account Selling Shareholders, prior to receipt of written instructions from the Promoter Selling Shareholder. The Bidders shall have no beneficial interest therein save BRLMs 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 Lawaccordance with Section 3.2.3.8(iv) below.
3.2.3.6 3.2.3.6. Notwithstanding anything stated in this Agreement, the Company will (on behalf of itself and the Selling Shareholders) hereby agrees that it shall take all necessary actions to ensure that the Offer Expenses expenses, including 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 the Other Agreements 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 the provisions of this AgreementAgreement and the and the Other Agreements.
3.2.3.7 3.2.3.7. The Company will make the payment only Registrar 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 Offer shall, within one (1) Working Days Day from the Bid/Offer Closing Date Date, in writing (in the form specified in Annexure G hereto), intimate the Book Running Lead Managers BRLMs (with a copy to the Company and the Promoter Selling Shareholder) (in the format as specified in Annexure EShareholders), the aggregate amount of commission payable to the SCSBs, Registered Brokers, the RTAs and the CDPs and collecting registrar and transfer agents as calculated by the RegistrarRegistrar 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 ExchangesExchanges in accordance with this agreement. 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 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 in relation to Brokers, the Offer, RTAs and the CDPs as calculated by the RegistrarRegistrar to the Offer, shall be transferred by the Company, including Company (on behalf of itself and the Promoter Selling Shareholder, Shareholders) to the Stock Exchanges, the RTAs and the CDPs prior to the receipt of final listing and trading approvals 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 accordance connection with Applicable Law. All payments towards processing fee or selling commission the Offer including roadshow expenses, advertisement and media expenses shall be released 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 (on behalf of itself and the Selling Shareholders) only after ascertaining receiving the confirmation from the Registrar that there are no pending complaints pertaining to block/unblock of ASBA UPI Bids and upon receipt of confirmation on of 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 the SEBI RTA Master Circularunblocking. The SCSBs, the respective Sponsor Banks and the Registrar to the Offer shall provide the relevant confirmations to the Book Running Lead Managers BRLMs 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 the SEBI RTA Master Circular, with a copy to the Company and the Promoter Selling Shareholder. 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 Promoter Selling Shareholder, as applicable, after receipt of invoices from the respective RTAs and CDPs, as the case may be, as per Applicable Lawapplicable UPI Circulars.
3.2.3.9 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 following specific provisions shall be applicable:
(i) Each of the The Company and the Promoter Selling Shareholder, severally and not jointly Shareholders agree that not less than such amounts as may have been out of the amount of the total estimated towards Offer related expenses and as will be disclosed in the Prospectus and in accordance with Clause 18 under the section “Objects of the Offer” the following shall be retained in the Public Offer Agreement towards Offer expenses, including, without limitation Account: (aA) lead management fees, advisory fees, incentives, commissions, applicable taxes, 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 under the Engagement Letter, the Offer Agreement, the Syndicate Agreement and the Underwriting AgreementAgreement (when executed), (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 an independent chartered accountant appointed by the Company, on behalf of the Promoter Selling Shareholder, 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 counsel to the Company and BRLMs in relation to the Book Running Lead Managers; (d) ASBA Offer and processing fees payable 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, Collecting Depository Participants CRTAs or CDPs and RTAs submitted with the SCSBs as mentioned in the Syndicate Agreement; and Agreement (e) and any other expenses in connection with the Offer, including road show expenses, advertisement, media and other expenses (such items being collectively referred to as as, the “Estimated Offer Expenses”), will ; (B) the securities transaction tax required to 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 Schedule I with respect to (b) above, with a copy to the Company collected and the Promoter Selling Shareholder. Subject to Applicable Law, each of the Company and the Promoter Selling Shareholder has agreed to share the costs and expenses (including all applicable taxes, except STT which shall be borne deposited by the respective Promoter Selling Shareholder) directly attributable to BRLMs under Applicable Law in respect of the Offer (excluding listing fees, audit fees of the Statutory Auditors and expenses “STT”) 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 onward depositing by the Company), based on BRLMs to the proportion of the Equity Shares allotted by the Company in the Fresh Issue and sold by the respective Promoter Selling Shareholder in the Offer for Saleappropriate authorities, in accordance with a certificate in the Offer Agreement. Upon successful completion form of Annexure I (referred to as, 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“CA Certificate”) in accordance with Applicable Law and the terms of the Offer Agreement shall be shared provided by the Company with the Promoter Selling Shareholder. Based on the list, the payment of all fees and expenses shall be made directly from the Proceeds Account. Any expenses paid independent chartered accountant appointed by the Company on behalf of the Promoter Selling Shareholder Shareholders (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 first instance will be reimbursed to the Company, directly from the Proceeds Account form prescribed in accordance with the Annexure H). The Estimated Offer Agreement. 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 Expenses shall be shared borne by the Company and the Promoter Selling ShareholderShareholders, based on and the proportion of Selling Shareholders shall reimburse the Equity Shares that was proposed to be offered Company for expenses incurred by the Company in the Fresh Issue and proposed relation to be sold by the respective Promoter Selling Shareholder in the Offer for SaleSale on its behalf, in accordance with Section 20 of the Offer Agreement. The Company, It is hereby agreed that the Company (on behalf of the Promoter Selling Shareholder, shall immediately upon Allotment Shareholders) will be responsible for procuring and providing the CA Certificate prior to receipt the date of approvals for listing and trading on Allotment, in the Stock Exchangesform prescribed in Annexure I, provide the Book Running Lead Managers a certificate from a reputable chartered accountantconfirming, as agreed by the Book Running Lead Managers in writingamong others, confirming the amount of (i) Securities Transaction Tax STT. The Company shall provide a copy of such CA Certificate to each of the BRLMs, the Public Offer Account Bank and the Selling Shareholders. The Selling Shareholders shall extend all reasonable assistance to the post-Offer BRLM and provide all such information and documents as may be necessary for onward depositing the payment of STT by the post-Offer BRLM (on behalf of the Selling ShareholderBRLMs) to and the Indian revenue authorities, and/or (ii) withholding amounts, if any in connection with BRLMs shall not be liable for the Offer for onward depositing by the Company (on behalf computation 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 payment of STT (except the onward depositing of STT to the Indian revenue authorities), withholding tax, capital gains tax or tax deducted at source or any similar obligations in relation to proceeds realized from the OfferSTT. The Company must ensure that and the Book Running Lead Managers are provided with the CA Tax Certificate. The Promoter Selling Shareholder 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. The Promoter Selling Shareholder, to the extent applicable to itself, acknowledges Shareholders acknowledge and accepts accept that the amount of applicable STT STT, for which instructions will be provided in form as specified in Schedule I Annexure H by the Book Running Lead Managers BRLMs will be calculated as per provisions of this Clause 3.2.3.9(i) Section 3.2.3.8 from the Pubic Offer Account and the said such amount will be transferred to the Book Running Lead Managers post-Offer BRLM(on behalf of the BRLMs) for onward remittance to the Indian income tax/revenue authorities / income tax department as per the prevailing mechanism under the Applicable Law at the time of the said transfer.
(ii) The Book Running Lead Managers BRLMs shall (with a copy to the Company and the Promoter Selling ShareholderShareholders), following the receipt of the final listing and trading approvals from the Stock ExchangesExchanges and the CA Certificate, provide the Public Offer Account Bank, Bank (in the prescribed form (specified in Schedule IAnnexure H), one or more instructions stating details of the amounts to be paid towards Estimated Offer Expenses and STT specified in Clause 3.2.3.9(iSection 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 or such other time as may be prescribed under the Applicable Law, (a) the Selling Shareholders shall inform the Company and the BRLMs of the details of its bank account; and (b) the Company shall inform the BRLMs (with a copy to the Selling Shareholders) of the respective details of the Selling Shareholders bank accounts, to which Net Proceeds from the Offer to which the Company and the Selling Shareholders 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 Selling Shareholders, as applicable. (subject to Section 3.2.3.7 above).
(iv) Upon the receipt of final listing and trading approvals, the BRLMs shall, after consultation with the Company and the Selling Shareholders, during Banking Hours, provide the Public Offer Account Bank (with a copy to the Company and the Selling Shareholders) (a)in the form specified in Annexure J),on the same Working Day that the final listing and trading approvals are received, above instructions stating the amount to be transferred from the Public Offer Account to the BRLMs bank accounts of the Company and the Selling Shareholders; and the Public Offer Expenses specified in Clause 3.2.3Account Bank shall, on
Appears in 1 contract
Completion of the Offer. 3.2.3.1 3.2.3.1. In the event of the completion of the Offer:
(a) The Escrow Collection Bank, Public Offer Account Bank, Refund Bank and Sponsor Banks Bank shall refer to the Red ▇▇▇▇▇▇▇ Prospectus for the Anchor Investor Bidding Date, the Bid/Bid / Offer Opening Date and Bid / Offer Closing Date. If the Red ▇▇▇▇▇▇▇ Prospectus does not specify the Anchor Investor Bidding Date and the Bid/ Offer Opening Date and Bid/ Offer Closing Date, Bid/the BRLMs shall, after the filing of the Red ▇▇▇▇▇▇▇ Prospectus with the RoC, prior to the Anchor Investor Bidding Date, intimate in writing in the form provided in Schedule III hereto, the Anchor Investor Bidding Date and the Bid/ 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.
3.2.3.2 The Registrar, shall, on or prior to the Designated Date, in writing, along with the Book Running Lead Managers (a) intimate to the Escrow Collection Bank, Public Offer Account Bank, Refund Bank and the Registrar with a copy to the Company and the Promoter Selling Shareholder, provided that this intimation shall be provided irrespective of completion of the Offer.
(b) The Registrar shall, on or prior to the Designated Date in writing, (a) along with the BRLMs, in the form provided in Schedule IV A, intimate the Escrow Collection Bank, Public Offer Account Bank, the Refund Bank and the Sponsor Bank (with a copy to the Company and the Promoter Selling Shareholder), the Designated Date Date, and provide the Escrow Collection Bank with, details in with the form specified in Annexure D (i) the written details of the amounts Bid Amounts relating to the Anchor Investors that are to be transferred from the Cash Escrow Accounts to the Public Offer Account, (ii) the written details of the Surplus Amountsamounts, if any, that are paid by the 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 (iii) the Surplus Amount, if any, to be transferred from Cash Escrow Accounts to the Refund Account; , and (b) the Registrar, shall, on or prior to the Designated Date, in writing, intimate the SCSBs and the Sponsor Banks Bank (with a copy to the Company, BRLMs Promoter Selling Shareholder and the Promoter Selling Shareholder) BRLMs), in the form provided in Schedule IV B, the Designated Date Date, and provide the SCSBs and the Sponsor Banks Bank 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, in the form specified in Annexure D (I). The Sponsor BanksBank, 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 finalised basis of allotment and the remaining funds, if any, will be unblockedunblocked without any manual intervention by the UPI Bidder or the Sponsor 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 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 Book Running Lead ManagersBRLMs, the Company and the Promoter Selling Shareholder of such transfer. The Sponsor Bank 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 Bidder’s UPI Bidders’ banks. The Surplus Amount shall be transferred to the Refund Account at the written instructions of the Registrar and the BRLMs (with notice to the Company and the Promoter Selling Shareholder) in accordance with the procedure specified in the Red ▇▇▇▇▇▇▇ Prospectus, Prospectus and this 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 Law (including the SEBI RTA Master Circular) and, immediately upon such transfer, the Refund Bank shall intimate the BRLMs and the Company of such transfer. In the event such transfers are unable to be completed on the same Working Day, such instructions issued by the Registrar and the BRLMs (as the case maybe) to the Escrow Collection Bank, and by the Registrar and the BRLMs to the SCSBs or the Sponsor Banks Bank (who in turn shall give instructions to SCSBs, that are UPI Bidders’ Bidder’s banks for debit/collect requests in case of applications by UPI mechanismMechanism), as applicable, shall be valid for the next Working Day 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 Promoter Selling Shareholder. 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 Bank) 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 four Working Days from the Bid/ Offer Closing Date, the Bidder shall be compensated at a uniform rate of ₹ 100 per day for the entire duration of delay exceeding four Working Days from the Bid/ Offer Closing Date by the intermediary responsible for causing such delay in unblocking. The Book Running Lead Managers shall, in their sole discretion, identify and fix the liability on such intermediary or entity (the “Relevant Intermediary”) responsible for such 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.
(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 bank on raising of debit/collect request by the Sponsor BanksBank) represent and the Sponsor Bank represents Bids from ASBA Bidders that have received confirmed allocation in respect of the Equity Shares in the Offer.
3.2.3.3 (e) On the Designated Date, the Escrow Collection Bank, Bank and the SCSBs (including the UPI Bidder’s bank on raising of debit/collect request by the Sponsor Banks and the SCSBsBank) shall, on receipt of such details under Clause 3.2.3.2 3.2.3.1 from the Registrar BRLMs and the Book Running Lead ManagersRegistrar, shallor on receipt of the debit/collect request from the Sponsor Bank (in case of UPI Bidders Bidding using the UPI Mechanism), as the case may be, within Banking Hours on the same Working Day, transfer the amounts lying to the credit of the Cash Escrow Accounts, amounts Accounts and/or blocked in the ASBA Accounts in relation to the successful Bids by Allottees to the Public Offer Account and the Account. The Surplus Amount shall be transferred by the Escrow Collection Bank to the Refund Account upon receipt of written instructions of the Registrar and the BRLMs (with notice to the Company) in accordance with the procedure specified in this Agreement, the Red ▇▇▇▇▇▇▇ Prospectus, Prospectus and this Agreement. 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 and the Refund Bank and the Sponsor Bank shall appropriately confirm such transfer or receipt, as applicable, to the Registrar and the Book Running Lead Managers BRLMs (with a copy to the Company and the Promoter Selling Shareholder). .
(f) Thereupon, in relation to such amounts lying to the credit of 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 in this Agreement or under Applicable Law. For the avoidance of doubt, it is clarified that the Bidders or the Underwriters or any other person, as the case may be, shall continue to be the Beneficiaries in relation to any the Surplus Amount Amount, if any, and subject to Clause 3.2.2.1 and upon receipt of the final listing and trading approvals, the Company and the Promoter Selling Shareholder and the Company shall be the Beneficiaries (except to the extent of Offer Expenses payable out of the Offer proceeds proceeds) in accordance with the provisions of this Agreement, the Engagement 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 . In relation to take such action in accordance with the terms of this Agreement in connection with Surplus Amount transferred to the Refund Bank by the Escrow Collection Bank, the Refund Bank shall ensure the transfer of amounts from the Escrow Accounts Surplus Amount to the Public Offer Account account of the Beneficiaries and immediately upon such transfer, the Refund Bank shall intimate the Registrar, the BRLMs, the Company and the Refund AccountPromoter Selling Shareholder of such transfer. Further, as applicable.
3.2.3.5 It 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, as applicable, in accordance with this AgreementExchanges, the Public Offer Account Bank shall not transfer any the monies due to the Promoter Selling Shareholder, net of the Offer Expenses and the STT and/or Other Taxes and other applicable taxes, as applicable, from the Public Offer Account to the proceeds account created in relation to the Offer (“Proceeds Account”) or the bank account of the Promoter Selling Shareholder’s bank accounts. The Bidders transfer from the Public Offer Account shall have no beneficial interest therein save in relation be subject 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 Public Offer Expenses shall be paid to the respective intermediaries upon receipt of the final listing and trading approvals Account Bank receiving written instructions from the Stock Exchanges BRLMs, in accordance with Clause 3.2.3.9 of this Agreement3.
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 the Promoter Selling Shareholder) (in the format as specified in Annexure E), 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 Promoter Selling Shareholder, 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 the SEBI RTA Master Circular. 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 the SEBI RTA Master Circular, with a copy to the Company and the Promoter Selling Shareholder. 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 Promoter Selling Shareholder, 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 Promoter Selling Shareholder, 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 Engagement 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 an independent chartered accountant appointed by the Company, on behalf of the Promoter Selling Shareholder, 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 Schedule I with respect to (b) above, with a copy to the Company and the Promoter Selling Shareholder. Subject to Applicable Law, each of the Company and the Promoter Selling Shareholder has agreed to share the costs and expenses (including all applicable taxes, except STT which shall be borne by the respective Promoter Selling Shareholder) 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 Promoter Selling Shareholder 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 the Offer Agreement shall be shared by the Company with the Promoter Selling Shareholder. Based on the list, the payment of all fees and expenses shall be made directly from the Proceeds Account. Any expenses paid by the Company on behalf of the Promoter Selling Shareholder in the first instance will be reimbursed to the Company, directly from the Proceeds Account in accordance with the Offer Agreement. 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 the Promoter Selling Shareholder, 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 Promoter Selling Shareholder in the Offer for Sale. The Company, on behalf of the Promoter Selling Shareholder, 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 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 BRLM (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 payment of STT (except the onward depositing of STT to the 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. The Promoter Selling Shareholder 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. The Promoter Selling Shareholder, to the extent applicable to itself, acknowledges and accepts that the amount of applicable STT for which instructions will be provided in form as specified in Schedule I by the Book Running Lead Managers will be calculated as per provisions of this Clause 3.2.3.9(i) and the said amount will be transferred to the Book Running Lead Managers for onward remittance to the Indian revenue authorities / income tax department as per the prevailing mechanism at the time of the said transfer.
(ii) The Book Running Lead Managers 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, provide the Public Offer Account Bank, in the prescribed form (specified in Schedule I), one or more instructions stating details of the amounts to be paid towards Offer Expenses specified in Clause 3.2.3.9(i) (a), above to the BRLMs and Offer Expenses specified in Clause 3.2.3
Appears in 1 contract
Completion of the Offer. 3.2.3.1 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 Period, the Bid / Offer Opening Date, Bid/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.
3.2.3.2 Date. The Registrar, shall, on or prior to the Designated Date, in writing, (a) along with the Book Running Lead Managers (a) Managers, intimate to the Escrow Collection Bank, Public Offer Account Bank and Refund Bank (with a copy to the Company and the Promoter Selling ShareholderShareholders), the Designated Date and provide the Escrow Collection Bank with, details in the form specified in Annexure D with (i) the written details of the amounts that are to be transferred from the Escrow Accounts to the Public Offer Account, ; (ii) amounts, if any, paid by the written 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 (iii) the details of the Surplus AmountsAmount, if any, that are to be transferred from Escrow Accounts to the Refund Account, each in the form specified in Annexure F; and (b) the Registrar, shall, on or prior to the Designated Date, in writing, intimate the SCSBs and the Sponsor Banks (with a copy to the CompanyBook Running Lead Managers, BRLMs the Company and the Promoter Selling Shareholder) Shareholders), the Designated Date 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 to the Public Offer Account as well as Surplus Amount that are required to be unblocked. The Escrow Collection Bank and the SCSBs, on receipt of such details / written instructions from the ASBA Accounts including Registrar and the accounts blocked through the UPI MechanismBRLMs, 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, in Account on the form specified in Annexure D (I)Designated Date. 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 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 finalized basis of allotment allocation and the remaining funds, if any, will be unblockedunblocked without any manual intervention by the UPI Bidder. The Refund Bank shall ensure the transfer of the Surplus Amounts Amount to the account of the Beneficiaries and immediately upon such transfer, the Refund Bank shall intimate the Book Running Lead Managers, the Company and the Promoter Selling Shareholder Shareholders of such transfer. The Sponsor Bank 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 Bidder’s banks. The Surplus Amount shall be transferred to the Refund Account at the written instructions of the Registrar and the BRLMs (with notice to the Company and the Promoter Selling Shareholder) in accordance with the procedure specified in the Red ▇▇▇▇▇▇▇ Prospectus, Prospectus and this 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 Law (including the SEBI RTA Master Circular) and, immediately upon such transfer, the Refund Bank shall intimate the BRLMs and the Company of such transfer. In the event such transfers are unable to be completed on the same Working Day, such instructions issued by the Registrar and BRLMs (as the case maybe) to the Escrow Collection Bank, and by the Registrar to the SCSBs or the Sponsor Banks (who in turn shall give instructions to SCSBs, that are UPI Bidders’ banks for debit/collect requests in case of applications by UPI mechanism), as applicable, shall be valid for the next Working Day 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 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.
3.2.3.3 3.2.3.2 On the Designated Date, the Escrow Collection Bank, Bank and the SCSBs (including the UPI Bidder’s bank on raising of debit/ collect request by the Sponsor Banks and the SCSBsBanks), on receipt of details under Clause 3.2.3.2 ▇▇▇▇▇▇
3.2.3.1. from the Registrar and the Book Running Lead ManagersManagers 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, amounts Accounts and/or blocked in the ASBA Accounts in relation to the successful Bids by Allottees 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 AgreementAgreement and the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus, the Preliminary Offering Memorandum and the Offering Memorandum. In the event such transfers are unable to be completed on the same Working Day, such written 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. The Registrar, the SCSBs and the Sponsor Banks shall ensure that unblocking is completed within four (4) days from the Bid/Offer Closing Date, or such other timelines as may be prescribed under Applicable Law. 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 and the Refund Bank Sponsor Banks shall appropriately confirm such transfer to the Registrar and the Book Running Lead Managers (with a copy to the Company and the Promoter Selling ShareholderShareholders). Thereupon, in relation to such amounts lying transferred to the credit of 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 this Agreement or 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 receipt of the listing and trading approvals, the Company and the Promoter Selling Shareholder except to the extent of Offer Expenses payable out of the Offer proceeds in accordance with the provisions of this Agreement, the Engagement 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 3.2.3.3 The Book Running Lead Managers are hereby jointly 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 3.2.3.4 It is hereby clarified that until that, the Public Offer Account Bank shall transfer the monies/proceeds due to the Selling Shareholders and the Company, from the Public Offer Account to the Company and Selling Shareholders’ respective bank accounts, net of their respective portion of Offer Expenses and Securities Transaction Tax and/or withholding taxes, as applicable, only on receipt of final listing and trading approvals from the Stock Exchanges followed by Exchanges. 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, as applicable, in accordance with this Agreement, Clause 3.2.3.8(iv). It is further clarified that in relation to amounts lying to the credit of the Public Offer Account Bank shall not transfer any monies from Account, the Public Offer Account to the proceeds account created in relation to the Offer (“Proceeds Account”) Bidders or the bank account of the Promoter Selling Shareholder. The Bidders Underwriters shall have no beneficial interest therein save as provided in Section 40 of the Companies Act, 2013. For the avoidance of doubt, it is clarified that the Bidders or the Underwriters shall continue to be beneficiaries in relation to the amounts that are due Surplus Amount, if any, and subject to be refunded to them in terms Clause 3.2.3.8 and receipt of the Red ▇▇▇▇▇▇▇ Prospectus final listing and trading approvals and Allotment, the Company and the Prospectus, this Agreement and Applicable Law.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..
3.2.3.6 3.2.3.5 Notwithstanding anything stated in this Agreement, the Company will and each of the Selling Shareholders hereby agree that they shall take all necessary actions to ensure that the Offer Expenses (including expenses to be paid on behalf of Selling shareholders) shall be paid to the respective intermediaries 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 and the legal counsel under their respective engagement letters or the Fee Letter, as the case may be, the Offer Agreement and the Syndicate Agreement upon receipt of the final listing and trading approvals from the Stock Exchanges in accordance with Clause 3.2.3.9 3.2.3.8 of this Agreement and as directed by SEBI. For any Offer related expenses that are not paid from the Public Offer Account, and if the Company pays any expense on behalf of the Selling Shareholders in the first instance, it will be reimbursed to the Company by the Selling Shareholders for their respective portion of such costs in terms of Clause 16.2 of the Offer Agreement.
3.2.3.7 3.2.3.6 The Company will make the payment only Registrar 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 Offer shall, within one (1) Working Days Day from the Bid/Offer Closing Date Date, in writing in the prescribed form (specified in Annexure G hereto), intimate the Book Running Lead Managers (with a copy to the Company and the Promoter Selling Shareholder) (in the format as specified in Annexure EShareholders), the aggregate amount of commission payable to the SCSBs, Sponsor Banks. Registered Brokers, the RTAs and 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 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 in relation to Brokers, the OfferRTAs and the CDPs, including on behalf of the Selling Shareholders, as calculated by the Registrar, shall be transferred by from the Company, including on behalf of the Promoter Selling Shareholder, to Public Offer Accountto the Stock Exchanges, the RTAs and the CDPs upon receipt of instructions from the BRLMs prior to the receipt of final listing and trading approvals in accordance with Applicable LawLaws and this Agreement. All payments towards The Company shall also ensure that (a) the aggregate amount of commission and processing fee or selling commission 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 released only after ascertaining made at the relevant time from the account of the Company, as the case may be. Such amounts shall be adjusted against the amounts to be transferred to the Company and the Selling Shareholders pursuant to instructions from the Book Running Lead Managers under Clause 3.2.3.8(iv) below. The parties agree that there are the instructions from the Book Running Lead Managers under Clause 3.2.3.8(iv) below is subject to receipt of confirmations of (i) no pending complaints pertaining to block/unblock of ASBA UPI Bids and upon receipt of confirmation on (ii) completion of transfer / unblocks by SCSBs as specified under unblocking of 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 the SEBI RTA Master CircularBid amounts for unsuccessful Bidders. 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, read with the SEBI Circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, to the extent referred Book Running Lead Managers and the Company. It is hereby clarified that the Annexure J may also be used for transfer of amount for Offer related expenses to and rescinded the Company’s bank account where such expenses have been incurred by the SEBI RTA Master CircularCompany on behalf of the Selling Shareholders and are subsequently being reimbursed to the Company from the Public Offer Account subject to Company providing the relevant backups, invoices and proof of payment.
3.2.3.7 The fees payable to the Sponsor Banks, for the services provided in accordance with a copy to Applicable Law, the guidelines issued by the NPCI and the terms of this Agreement, shall be mutually decided by the Company and the Promoter Selling ShareholderSponsor Banks. Further, The Company will make the Company shall ensure commission payment only to the RTAs Sponsor Banks, which in turn shall make the requisite payments to the NPCI and CDPs, as calculated by the Registrar, shall be paid in accordance with this Agreement, including on behalf SCSBs where the accounts of the Promoter Selling ShareholderBidders, linked to their UPI ID, are held and such other parties as applicable, after receipt required in connection with the performance of invoices from the respective RTAs Sponsor Banks’ duties under the SEBI Regulations and CDPs, as the case may be, as per other Applicable Law. 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.
3.2.3.9 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 following specific provisions shall be applicable:
(i) Each of the Company and the Promoter Selling ShareholderShareholders agree to retain in the Public Offer Account, 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 be specified by the Book Running Lead Managers towards Offer Expenses, inclusive of goods and service tax and any other applicable taxes (the “Offer Expenses”) including, without limitation: (A) (i) filing fees, book building fees and other charges, fees and expenses of the SEBI, the Stock Exchanges, the Registrar of Companies and any other Governmental Authority; (ii) offer advertising, printing, road show expenses, accommodation and travel expenses if any, (iii) stamp, transfer, issuance, documentary, registration, costs for execution and enforcement of this Agreement, and other Offer related agreements, (iv) Registrar’s fees, fees to be paid to the Book Running Lead Managers, fees and expenses of legal counsels to the Company and the Book Running Lead Managers, fees and expenses of the auditors, processing fees to be paid to Sponsor Banks, SCSBs (processing fees and selling commission), brokerage and commission for Syndicate Member, commission to Registered Brokers, CDPs and Collecting RTAs, and payments to consultants, and advisors; and (B) the Securities Transaction Tax (the “STT”) and any other tax required, including withholding taxes, to be collected and deposited by the Book Running Lead Managers under Applicable Laws in respect of the Offer (together with STT, “Applicable Taxes”) for onward depositing by the Book Running Lead Managers on behalf of the Selling Shareholders to the appropriate authorities, in accordance with a certificate to be provided by a chartered accountant, holding a valid peer review certificate, appointed by the Company on behalf of the Selling Shareholders (the “CA Certificate”), in the form prescribed in Annexure I, and the Public Offer Account Bank agrees to retain not less than such amounts towards the Offer Expenses and the Applicable Taxes, until a copy of one or more instructions are provided by the Book Running Lead Managers (in the forms prescribed in Annexure H and H1 respectively). For the sake of clarity, the provisions of Clause 18 16 of the Offer Agreement towards are deemed to be incorporated here mutatis mutandis. Notwithstanding anything stated in this Agreement, the Company, hereby acknowledges and agrees that it shall take all necessary action to ensure that the Offer expensesExpenses shall be paid to the respective intermediaries in accordance with the the timelines specified in arrangements/ agreements with the relevant intermediary(ies) and subject to Applicable Law. For the avoidance of doubt, including, without limitation (a) fees, advisory fees, incentives, commissions, brokerage and out of pocket expenses (fixed and variable) it is clarified that the Securities Transaction Tax will be borne by the Selling Shareholders for the Offered Shares sold by the Selling Shareholders in the Offer for Sale. All outstanding amounts payable to the Book Running Lead Managers and in accordance with the members of the Syndicate in terms of the Engagement 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 Agreement shall be prescribed under Applicable Law as per the certificate(s) provided by an independent chartered accountant appointed by the Company, on behalf of the Promoter Selling Shareholder, 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 directly from the Public Offer Account until such time as after transfer of funds from the Book Running Lead Managers instruct Escrow Accounts to the Public Offer Account Bank, in the form specified in Schedule I with respect to (b) above, with a copy to the Company and the Promoter Selling Shareholder. Subject to Applicable Law, each immediately on receipt of the Company and the Promoter Selling Shareholder has agreed to share the costs and expenses (including all applicable taxes, except STT which shall be borne by the respective Promoter Selling Shareholder) 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 Promoter Selling Shareholder 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 the Offer Agreement shall be shared by the Company with the Promoter Selling Shareholder. Based on the list, the payment basis of all fees and expenses shall be made directly from the Proceeds Account. Any expenses paid by the Company on behalf of the Promoter Selling Shareholder in the first instance will be reimbursed to the Company, directly from the Proceeds Account in accordance with the Offer Agreement. 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 the Promoter Selling Shareholder, 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 Promoter Selling Shareholder in the Offer for Sale. The Company, on behalf of the Promoter Selling Shareholder, 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 from a reputable chartered accountant, as agreed instructions by the Book Running 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 writingthe 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 Book Running Lead Manager liable for the (ia) Securities Transaction Tax for onward depositing by the post-Offer BRLM (on behalf computation of the Selling Shareholder) STT payable in relation 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 authoritiesSale or capital gains taxes, at such rate as may be prescribed under withholding taxes and other Applicable LawTaxes, if any, ; or (b) payment of the STT payable in connection with relation to 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 for Sale and payment of STT (except the onward depositing of STT to the Indian revenue authorities)capital gains taxes, withholding tax, capital gains tax or tax deducted at source or any similar obligations in relation to proceeds realized from the Offertaxes (if any) and other Applicable Taxes. The Company must ensure that obligation of the Book Running Lead Managers are provided with the CA Tax Certificate. The Promoter Selling Shareholder must ensure the correctness in respect of the details STT will be limited to deposit of such STT to revenue authorities pursuant to and in the CA Tax Certificate, solely to the extent of its number of Offered Shares that are sold in the Offeraccordance with Applicable Law. The Promoter Selling Shareholder, to the extent applicable to itself, acknowledges and accepts It is hereby agreed that the amount of applicable STT for which instructions will be provided in form as specified in Schedule I by the Book Running Lead Managers will be calculated as per provisions of this Clause 3.2.3.9(i) and the said amount will be transferred to the Book Running Lead Managers for onward remittance to the Indian revenue authorities / income tax department as per the prevailing mechanism at the time of the said transfer.
(ii) The Book Running Lead Managers Selling Shareholders shall (with a copy to the Company and the Promoter Selling Shareholder)furnish all necessary reports, following the receipt of the final listing and trading approvals from the Stock Exchangesdocuments, provide the Public Offer Account Bank, in the prescribed form (specified in Schedule I), one papers or more instructions stating details of the amounts to be paid towards Offer Expenses specified in Clause 3.2.3.9(i) (a), above to the BRLMs and Offer Expenses specified in Clause 3.2.3in
Appears in 1 contract
Completion of the Offer. 3.2.3.1 3.2.3.1. In the event of the completion of the Offer:
(a) The BRLM shall, after the filing of the Red ▇▇▇▇▇▇▇ Prospectus with the RoC and prior to the Anchor Investor Bidding Date, and upon receipt of information from the Company, 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 Account Bank, Refund Bank, the Sponsor Bank and Sponsor Banks shall refer the Registrar with a copy 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 placeCompany.
3.2.3.2 (b) The Registrar, Registrar along with the BRLM shall, on or prior to the Designated Date, Date in writing, along with in the Book Running Lead Managers (a) form provided in Schedule IV, intimate to the Escrow Collection Bank, Public Offer Account Bank and Refund Bank (with a copy to the Company and the Promoter Selling ShareholderCompany), the Designated Date Date, and provide the Escrow Collection Bank with, details in the form specified in Annexure D (i) with the written details of the amounts that are Bid Amounts relating to the Anchor Investors and amounts, if any, paid by the Underwriters or any other person pursuant to any underwriting obligations in terms of the Underwriting Agreement to be transferred from the Escrow Accounts to the Public Offer Account, (ii) the written details of the Surplus Amounts, if any, that are to be transferred from Escrow Accounts to the Refund Account; and (b) the . The Registrar, shallalong with the BRLM, shall also, on or prior to the Designated Date, Date in writing, writing intimate the SCSBs and the Sponsor Banks Bank, if applicable (with a copy to the Company), BRLMs and the Promoter Selling Shareholder) the Designated Date Date, and provide the SCSBs and the Sponsor Banks Bank, if applicable, with the written details of the amounts Bid Amounts that have to be unblocked transferred to the Public Offer Account. The Sponsor Bank shall be responsible for sharing the details of Bid Amounts that are required to be transferred to the Public Offer Account from the respective bank accounts of the RIB Bidders using UPI mechanism. On the Designated Date, the Escrow Collection Bank, the SCSBs (including the RIB’s bank on raising of debit/ collect request by the Sponsor Bank), on receipt of such details from the BRLM and transferred from the Registrar or the Sponsor Bank (in case of RIBs Bidding using the UPI mechanism), within Banking Hours, transfer the amounts lying to the credit of the Escrow Accounts or blocked in the ASBA Accounts including in relation to the accounts blocked through the UPI Mechanism, as applicablesuccessful Bids, to the Public Offer Account, in the form specified in Annexure D (I). 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 respective ASBA Account and issue necessary instructionsRIB’s bank account, whereupon the funds will be transferred from such ASBA Account the RIB’s account to the Public Offer Account based on the finalised basis of allotment and the remaining funds, if any, will be unblockedunblocked without any manual intervention by the RIB or its bank. The Refund Bank shall ensure Immediately upon the transfer of the Surplus Amounts to the account of the Beneficiaries and immediately upon such transfer, the Refund Bank shall intimate the Book Running Lead Managers, the Company and the Promoter Selling Shareholder of such transfer. The Sponsor Bank shall be responsible for sharing the details of Bid Amounts that have to be unblocked and transferred from the ASBA Accounts amounts to the Public Offer Account with Account, the Bidder’s banks. The Surplus Amount Escrow Collection Bank shall be transferred appropriately confirm the same to the Refund Account at the written instructions of the Registrar and the BRLMs BRLM (with notice a copy to the Company and Company). Subject to the Promoter Selling Shareholder) in accordance with the procedure specified in the Red ▇▇▇▇▇▇▇ Prospectus, Prospectus and this Agreement. The Refund Bank shall ensure the transfer receipt of the Surplus Amounts to the account of the Beneficiaries upon receipt of written instructions in accordance with Applicable Law (including the SEBI RTA Master Circular) and, immediately upon such transferfinal listing and trading approvals, the Refund Bank shall intimate the BRLMs and the Company of such transfer. In the event such transfers are unable to be completed on the same Working Day, such instructions issued by the Registrar and BRLMs (as the case maybe) to the Escrow Collection Bank, and by the Registrar to the SCSBs or the Sponsor Banks (who in turn shall give instructions to SCSBs, that are UPI Bidders’ banks for debit/collect requests in case of applications by UPI mechanism), as applicable, shall be valid for the next Working Day The amounts to be either unblocked or 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 any underwriting obligations in terms of the Underwriting Agreement. The amounts to be unblocked transferred from the Bidders ASBA Account and transferred to the Public Offer Account by the SCSBs (including the relevant UPI BidderRIB’s bank on raising of debit/debit/ collect request by the Sponsor Banks) Bank), as applicable, 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 and the Refund Account, the Escrow Collection Bank, the Public Offer Account Bank and the Refund Bank shall appropriately confirm such transfer to the Registrar and the Book Running Lead Managers (with a copy to the Company and the Promoter Selling Shareholder). c) Thereupon, in relation to such amounts lying to the credit of 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 this Agreement or under Applicable Lawin Section 40 of the Companies Act, 2013. For the avoidance of doubt, it is clarified that the Bidders or the Underwriters or any other person, as the case may be, shall continue to be the Beneficiaries in relation to any the Surplus Amount Amount, if any, and subject to Clause
3.2.2.1 and receipt of the final listing and trading approvals, the Company and the Promoter Selling Shareholder except (to the extent of the expenses incurred in relation to the Offer Expenses and payable out of the Offer proceeds in accordance with the provisions of this Agreement, the Engagement Letter, the Syndicate Agreement, the Underwriting Agreement and Offer Agreement, proceeds) 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 monies transferred to the Public Offer Account and the Refund Account. Further, as applicable.
3.2.3.5 It 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, as applicable, in accordance with this AgreementExchange, the Public Offer Account Bank shall not transfer any the monies due to the Company, if applicable, net of the Offer Expenses, from the Public Offer Account to the proceeds account created in relation Company’s bank account. The transfer to the Public Offer (“Proceeds Account”) or the bank account of the Promoter Selling Shareholder. The Bidders Account shall have no beneficial interest therein save in relation be subject to the amounts that are due to be refunded to them Public Offer Account Bank receiving written instructions from the Company and/or the BRLM, in terms of the Red ▇▇▇▇▇▇▇ Prospectus and the Prospectus, this Agreement and Applicable Law.
3.2.3.6 accordance with Clause 3.2.3.2. Notwithstanding anything stated in this Agreement, the Company will hereby agree it they shall take all necessary actions to ensure that the Offer Expenses monies payable in terms of the Engagement Letter shall be paid to the respective intermediaries BRLM and to the legal counsel 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 Exchange in accordance with the November 2018 Circular, the guidelines issued by the NPCI and provisions of this Agreement, which has been mutually decided by the Company, Agreement 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 heldEngagement Letter.
3.2.3.8 (d) The Registrar shall, within one (1) three Working Days from the Bid/Offer Closing Date Date, in the prescribed form (specified in Schedule V hereto), intimate the Book Running Lead Managers BRLM (with a copy to the Company and the Promoter Selling Shareholder) (in the format as specified in Annexure ECompany), the aggregate amount of commission payable to the SCSBs, Registered Brokers, the RTAs the CDPs Designated Intermediaries and collecting registrar and transfer agents Sponsor Bank as calculated by the Registrar. For the avoidance of doubt, the quantum of commission payable to the Sponsor Bank, Registered Brokers, the RTAs RTA and the CDPs shall be determined on the basis of such Bid cum Application Forms processed/procured by them and which are eligible for Allotment Allotment, in accordance with Applicable Law 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 Promoter Selling Shareholder, 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 the SEBI RTA Master Circular. The SCSBs, the respective Sponsor Banks Exchange and the Registrar BRLM shall provide the relevant confirmations not be liable 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 the SEBI RTA Master Circular, with a copy to the Company and the Promoter Selling Shareholder. 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 Promoter Selling Shareholder, as applicable, after receipt of invoices from the respective RTAs and CDPs, as the case may be, as per Applicable Lawmake such payments.
3.2.3.9 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:
(ia) Each of the The Company and the Promoter Selling Shareholder, severally and not jointly agree that to retain 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 be specified by the Offer Agreement BRLM towards Offer expenses, expenses including, without limitation limitation: (ai) 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 various intermediaries in terms of the Engagement Letter, the Offer Agreement, the Syndicate Agreement, this 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 an independent chartered accountant appointed Agreement by the Company, on behalf of the Promoter Selling Shareholder, to the extent of their respective Offered Shares, (such amount as “Securities Transaction Tax” or “STT”) and any other taxes as applicable; (cii) 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 Agreementcounsel; and (eiii) 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 BRLM instruct the Public Offer Account Bank, in the form specified in Schedule I with respect to in
(b) above, with a copy to the Company and the Promoter Selling Shareholder. Subject to Applicable Law, each of the Company and the Promoter Selling Shareholder has agreed to share the costs and expenses (including all applicable taxes, except STT which shall be borne by the respective Promoter Selling Shareholder) 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 Promoter Selling Shareholder in the Offer for Sale, in accordance with the Offer Agreement. Upon successful completion of the Offer and the Post 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 the Offer Agreement shall be shared by the Company with the Promoter Selling Shareholder. Based on the list, the payment of all fees and expenses shall be made directly from the Proceeds Account. Any expenses paid by the Company on behalf of the Promoter Selling Shareholder in the first instance will be reimbursed to the Company, directly from the Proceeds Account in accordance with the Offer Agreement. 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 the Promoter Selling Shareholder, 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 Promoter Selling Shareholder in the Offer for Sale. The Company, on behalf of the Promoter Selling Shareholder, 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 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 BRLM (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 payment of STT (except the onward depositing of STT to the 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. The Promoter Selling Shareholder 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. The Promoter Selling Shareholder, to the extent applicable to itself, acknowledges and accepts that the amount of applicable STT for which instructions will be provided in form as specified in Schedule I by the Book Running Lead Managers will be calculated as per provisions of this Clause 3.2.3.9(i) and the said amount will be transferred to the Book Running Lead Managers for onward remittance to the Indian revenue authorities / income tax department as per the prevailing mechanism at the time of the said transfer.
(ii) The Book Running Lead Managers 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 ExchangesExchange the BRLM shall, provide by one or more instructions to the Public Offer Account Bank, with a copy to the Company, in the prescribed form (specified in Schedule I)VI, instruct the Public Offer Account Bank, of the amount of the payment towards the Offer Expenses and the Public Offer Account Bank shall remit such amounts within one Working Day of receipt of the instruction from the BRLM.
(c) The written instructions as per Schedule VI, and Schedule VII shall be valid instructions if signed by the any one person named as authorized signatories of the BRLM in Schedule IX, and whose specimen signatures are contained herein, in accordance with Clause 15 or more as may be authorized by the respective BRLM with intimation to the Escrow Collection Bank, Public Offer Account Bank or the Refund Bank, with a copy of such intimation to the Company.
(d) The instructions stating issued by the BRLM shall be binding on the Public Offer Account Bank irrespective of any contrary claim or instructions from any party including the Company.
(e) The Parties acknowledge and agree that the sharing of all costs, charges, fees and expenses associated with and incurred in connection with the Offer (including any variable or discretionary fees, expenses and costs arising in connection with the Offer) will be in accordance with this Agreement, the Offer Agreement and the Engagement Letter entered into between the Company and the BRLM.
(f) Further, in the event of any expenses or amounts in relation to the Offer as agreed in this Agreement, the Engagement Letter, Offer Agreement, Syndicate Agreement and Underwriting Agreement or as may otherwise be agreed between the members of the Syndicate and the Company, falling due to the members of the Syndicate after closure of the Public Offer Account, or to the extent that such expenses or amounts falling due to the members of the Syndicate are not paid from the Public Offer Account, the Company shall reimburse the members of the Syndicate.
(g) The BRLM shall, following the receipt of the details of the amounts to be paid towards Offer Expenses bank accounts as specified in Clause 3.2.3.9(i) (a), above to the BRLMs and Offer Expenses specified in Clause 3.2.3Clause
Appears in 1 contract
Sources: Escrow and Sponsor Bank Agreement