Failure of the Issue. 3.2.1.1. The Issue shall be deemed to have failed in the event of the occurrence of any of the following events: (i) any event due to which the process of Bidding or the acceptance of Bids cannot start, including the Bid/ Issue Opening Date not taking place for any reason; (ii) the RoC Filing not having occurred on or prior to the Drop Dead Date for any reason; (iii) the Issue becomes illegal or is injuncted or prevented from completion, or is non-compliant with Applicable Law or otherwise rendered infructuous or unenforceable, including pursuant to any order or direction passed by any Governmental Authority or any tribunal or stock exchange having requisite authority and jurisdiction over the Issue; (iv) in accordance with Regulation 268 of the ICDR Regulations, the minimum number of Allottees to whom the Equity Shares are Allotted pursuant to the Issue is less than 50 (Fifty). (v) the declaration of the intention of the Company in consultation with the BRLM, to withdraw and/or cancel and/or abandon the Issue at any time after the Bid/ Issue Opening Date until the Designated Date; (vi) the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957 have not been Allotted in the Issue; (vii) non-receipt by the Company of minimum 90% subscription in the Fresh Issue; (viii) the Underwriting Agreement not having been executed on or prior to the Drop Dead Date, unless extended by the BRLM; (ix) non-receipt of regulatory approvals in a timely manner in accordance with Applicable Law, including failure of the Company to receive the listing and trading approvals from the Stock Exchange within the time period prescribed under Applicable Law or such other date as may be agreed upon by the Company and the BRLM; (x) any of the Underwriting Agreement (after its execution), the Engagement Letter or the Issue Agreement is terminated in accordance with its terms or becomes illegal or unenforceable for any reason or, in the event that its performance has been prevented by any Governmental Authority having requisite authority and jurisdiction in this behalf; or (xi) such other event whatsoever, as may be mutually agreed upon among the Company and the BRLM in writing. 3.2.1.2. The BRLM shall, on the receipt of the relevant information from the Company, as the case may be, regarding such an event, intimate in writing to the Escrow Collection Bank, the Refund Bank, the Public Issue Account Bank, the Sponsor Bank and the Registrar to the Issue (with a copy to the Company), of the occurrence of any event specified in Clause 3.2.1.1 of this Agreement (in the form specified in Annexure B); provided that, on becoming aware of or upon receipt of the information from the Company of the event specified in Clause 3.2.1.1(vii) in relation to minimum subscription requirement in the Issue (“Minimum Subscription Amount Failure”) or Clause 3.2.1.1(ix) to the extent that there is failure to obtain listing and trading approval from the Stock Exchange (“Listing Approval Failure”), the BRLM shall as soon as reasonably possible and in any event, on the same day, intimate in writing (in the form provided in Annexure B) to the Escrow Collection Bank, Refund Bank, Public Issue Account Bank, the Sponsor Bank and the Registrar to the Issue of the occurrence of such event, with a copy to the Company. 3.2.1.3. On receipt of intimation of the failure of the Issue from the BRLM in accordance with Clause 3.2.1.2 of this Agreement: (a) Subject to Applicable Law, Registrar to the Issue shall forthwith, but within one (1) Working Day from such receipt, following the reconciliation of accounts with the Escrow Collection Bank or Public Issue Account Bank, as applicable, provide to the Escrow Collection Bank, the Public Issue Account Bank, the Refund Bank, the Sponsor Bank, the BRLM, the Company, (i) a list of Beneficiaries and the amounts to be refunded by the Refund Bank from the Refund Account to such Beneficiaries (in the format specified in Annexure C), and/or (ii) a list of ASBA Bidders for unblocking the ASBA Accounts, including accounts blocked through the UPI mechanism, as applicable, provided that in the event of a Minimum Subscription Amount Failure or Listing Approval Failure, the Registrar to the Issue shall forthwith undertake the reconciliation of accounts on the same day that the Escrow Collection Bank transfers any amounts standing to the credit of the Escrow Accounts to the Refund Account held with the Refund Bank as per Clause 3.2.1.3(b) and the Registrar to the Issue shall, on the same day provide the list of Beneficiaries to the BRLM, the Refund Bank, the Sponsor Bank and the Company, and the amounts to be refunded by the Refund Bank to such Beneficiaries and/or a list of ASBA Bidders for unblocking the ASBA Accounts including accounts blocked through the UPI mechanism, as applicable. The Registrar to the Issue shall prepare and deliver to the Company an estimate of the stationery that will be required for printing the refund intimations. The Company shall, within one (1) Working Day of the receipt of the list of Beneficiaries and the amounts to be refunded thereto, prepare and deliver the requisite stationery for printing of refund intimations to the Registrar to the Issue’s office, who in turn shall immediately dispatch such intimations to the respective Bidders and in any event no later than the time period specified in this regard in the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus. The Registrar to the Issue and the Banker to the Issue agree to be bound by any instructions from the BRLM and also agree to render all requisite cooperation and assistance in this regard. The Refund Bank confirms that it has the required technology and processes to ensure that refunds made pursuant to the failure of the Issue in accordance with Clause 3.2.1.1 of this Agreement, shall be credited in accordance with the instructions received from the Registrar to the Issue only to (a) the bank account of the Bidder from which the Bid Amount was remitted to the Escrow Collection Bank for Anchor Investors and unblocked in the same ASBA Accounts, including accounts blocked through the UPI mechanism, as applicable, in case of ASBA Bidders, in accordance with Rule 11 of the Companies (Prospectus and Allotment of Securities) Rules, 2014, and (b) the bank account of the Underwriter or any other person in respect of any amounts deposited by the Underwriter or any other person in the relevant Escrow Account pursuant to any underwriting obligations in terms of the Underwriting Agreement. The Registrar further acknowledges the liability of the Company to pay interest for delayed issue of refunds in accordance with the ICDR Regulations and other Applicable Laws, including the March 31 Refund Circular and shall accordingly provide all assistance in this regard in terms of the UPI Circulars, including the March 31 Refund Circular, to ensure that the refunds are made within four (4) days in case of Minimum Subscription Amount Failure or the Listing Approval Failure. (b) The Registrar to the Issue, together with the BRLM, shall forthwith but within the same Working Day, instruct the Escrow Collection Bank to transfer any amounts standing to the credit of the Escrow Accounts or the Public Issue Account, as applicable, to the Refund Account (with a copy to the Refund Bank, the Company) (in the form specified in Annexure D). The Escrow Collection Bank shall, after notice to the Company forthwith but not later than one (1) Working Day from receipt of the notice under Clause 3.2.1.2, ensure the transfer of such amounts standing to the credit of the Escrow Accounts or the Public Issue Account, as applicable to the Refund Account as directed by the Registrar to the Issue and the BRLM; provided that in the event of a Minimum Subscription Amount Failure or a Listing Approval Failure, the Escrow Collection Bank shall forthwith, on the same Working Day, or in the event the intimation is received post Banking Hours, on the immediate next Working Day, transfer, with notice to the BRLM and the Company any amounts standing to the credit of the Escrow Accounts to the Refund Account held with the Refund Bank. 3.2.1.4. The Refund Bank shall, upon receipt of the list of Beneficiaries and the amounts to be refunded to such Beneficiaries in accordance with Clause 3.2.1.3 (a) of this Agreement, after notice to the BRLM, the Company forthwith but not later than one (1) Working Day from the date of transfer of amounts from the Escrow Accounts, ensure the transfer of any amounts standing to the credit of the Refund Account to the account of the Beneficiaries as directed by the Registrar to the Issue in the form specified in Annexure C, provided that, in the event of a Minimum Subscription Amount Failure or a Listing Approval Failure, the Refund Bank shall forthwith transfer the requisite amounts as provided herein on the same Working Day as the date of receipt of the list of Beneficiaries, or if such list of Beneficiaries is received post Banking Hours, on the immediately following Working Day. The Refund Bank shall provide the details of the UTR/control numbers of such remittances to the Registrar to the Issue on the same day if the instruction is received before 4:00 p.m. I.S.T. Such Anchor Investors will be sent a letter through electronic mail on the date of the remittance and through registered post by the Registrar to the Issue informing them about the mode of credit of refund within one (1) Working Day after the remittance date. In the event of any returns/rejects from NEFT/RTGS/NACH/direct credit, the Refund Bank shall inform the BRLM forthwith and arrange for such refunds to be made through issue and immediate delivery of demand drafts if requested by the Bidder and/or the BRLM. The Refund Bank shall act in accordance with the instructions of the BRLM for issuances of these instruments. The entire process of refunds shall be completed within such period of time as required under Applicable Law. 3.2.1.5. The Escrow Collection Bank, the Public Issue Account Bank, the Refund Bank and the Sponsor Bank shall be discharged of all their legal obligations under this Agreement only if they have acted bona fide and in good faith and in accordance with the terms of this Agreement, the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus, applicable SEBI Regulations and any other Applicable Law.
Appears in 2 contracts
Sources: Public Issue Account and Sponsor Bank Agreement, Public Issue Account and Sponsor Bank Agreement
Failure of the Issue. 3.2.1.1. (a) The Issue shall be deemed to have failed in the event of the occurrence of any of the following events:
(i) any Any event due to which the process of Bidding Applications cannot start on the dates mentioned in the Letter of Offer (including any revisions thereof) or the acceptance of Bids canIssue not start, including opening on the Bid/ Issue Opening Date not taking place or any other revised date agreed between the Parties for any reason;; or
(ii) the RoC Filing not having occurred on or prior to the Drop Dead Date for any reason;
(iii) the The Issue becomes shall have become illegal or is non-compliant with Applicable Law or shall have been injuncted or prevented from completion, or is non-compliant with Applicable Law or otherwise rendered infructuous or unenforceable, including pursuant to Applicable Law or any order or direction passed by any Governmental Authority judicial, statutory, or any tribunal or stock exchange regulatory authority having requisite authority and jurisdiction over the Issue;; or
(iviii) in accordance with Regulation 268 of the ICDR Regulations, the minimum number of Allottees to whom the Equity Shares are Allotted pursuant to the Issue is less than 50 (Fifty).
(v) the The declaration of the intention of the Company Company, in consultation with the BRLM, Lead Manager to withdraw and/or cancel and/or abandon the Issue at any time after the Bid/ Issue Opening Date until the Designated Date;
(vi) the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957 have not been Allotted in the Issue;
(vii) non-receipt by the Company of minimum 90% subscription in the Fresh Issue;
(viii) the Underwriting Agreement not having been executed on or but prior to the Drop Dead Transfer Date, unless extended by subject to compliance with the BRLM;SEBI ICDR Regulations and circulars issued thereunder; or
(ixiv) nonNon-receipt of any requisite regulatory approvals approval in relation to the Issue, in a timely manner or at all, in accordance with the Applicable LawLaw or at all, including failure of the Company refusal by Stock Exchanges to receive grant the final listing and trading approvals from the approval or non-disposition of an application for a listing and trading approval by Stock Exchange Exchanges within the time period prescribed specified under Applicable Law or such other date as may be agreed upon by the Company and the BRLM;Law; or
(xv) any of the Underwriting The Issue Agreement (after its execution), the Engagement Letter or the Issue Agreement ) is terminated in accordance with its terms or becomes illegal or unenforceable for any reason or, in the event that its performance has been prevented by any Governmental Authority judicial, statutory or regulatory authority having requisite authority and jurisdiction in this behalf; or
(xivi) such Such other event whatsoever, as may be mutually agreed upon among upon, in writing, by the Company and the BRLM in writingLead Manager.
3.2.1.2. (b) The BRLM Company and the Lead Manager shall, on the becoming aware of an event specified in Clause 2.11.4(a) or following receipt of the relevant information from the Company, as the case may be, regarding such an event, jointly, intimate in writing to the Escrow Collection Bank, Banker to the Refund Bank, the Public Issue Account Bank, the Sponsor Bank and the Registrar to the Issue (with a copy to the Company), of the occurrence of any event specified in Clause 3.2.1.1 of this Agreement (2.11.4(a), in the form specified manner as set forth in Annexure B); provided that, on becoming aware of or upon receipt of the information from the Company of the event specified in Clause 3.2.1.1(viiF.
(c) in relation to minimum subscription requirement in the Issue (“Minimum Subscription Amount Failure”) or Clause 3.2.1.1(ix) to the extent that there is failure to obtain listing and trading approval from the Stock Exchange (“Listing Approval Failure”), the BRLM shall as soon as reasonably possible and in any event, on the same day, intimate in writing (in the form provided in Annexure B) to the Escrow Collection Bank, Refund Bank, Public Issue Account Bank, the Sponsor Bank and the Registrar to the Issue of the occurrence of such event, with a copy to the Company.
3.2.1.3. On receipt of written intimation of the failure of the Issue Issue, jointly, from the BRLM in accordance with Clause 3.2.1.2 of this Agreement:
(a) Subject to Applicable LawCompany and the Lead Manager, Registrar to the Issue Registrar, shall forthwith, but within not later than one (1) Working Business Day from such receipt, following the reconciliation of accounts with the Escrow Collection Bank or Public Issue Account Bank, as applicableBanker to the Issue, provide to the Escrow Collection BankLead Manager, the Public Issue Account BankSCSBs, the Refund Bank, Banker to the Sponsor Bank, Issue and the BRLM, the Company, Company (i) a list of Beneficiaries and the amounts to be refunded by the Refund Bank from the Refund Account to such Beneficiaries (in the format specified in Annexure C), and/or Beneficiaries; and (ii) a list of ASBA Bidders Applicants for unblocking of the Application Monies in the relevant ASBA Accounts, including accounts blocked through the UPI mechanism, as applicable, provided that in the event of a Minimum Subscription Amount Failure or Listing Approval Failure, the Registrar to the Issue shall forthwith undertake the reconciliation of accounts on the same day that the Escrow Collection Bank transfers any amounts standing to the credit of the Escrow Accounts to the Refund Account held with the Refund Bank as per Clause 3.2.1.3(b) and the Registrar to the Issue shall, on the same day provide the list of Beneficiaries to the BRLM, the Refund Bank, the Sponsor Bank and the Company, and the amounts to be refunded by the Refund Bank to such Beneficiaries and/or a list of ASBA Bidders for unblocking the ASBA Accounts including accounts blocked through the UPI mechanism, as applicable. The Registrar to the Issue shall prepare and deliver to the Company an estimate of the stationery that will be required for printing the refund intimations. The Company shall, within one (1) Working Day of the receipt of the list of Beneficiaries and the amounts to be refunded thereto, prepare and deliver the requisite stationery for printing of refund intimations to the Registrar to the Issue’s office, who in turn shall immediately dispatch such intimations to the respective Bidders and in any event no later than the time period specified in this regard in the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus. The Registrar to the Issue and the Banker to the Issue agree agrees to be bound by any such joint instructions from the BRLM Company and also agree the Lead Manager and agrees to render all requisite cooperation and assistance in this regard. .
(d) The Refund Bank confirms that it has Lead Manager, along with the required technology Company and processes to ensure that refunds made pursuant Registrar shall, on receipt of information as specified in Clause 2.11.4(a), issue instructions, as applicable (i) to the SCSBs to unblock all the Application Monies, blocked in the ASBA Accounts of the Applicants; and/or (ii) in the event the Application Monies have been transferred to the Allotment Account, prior to the occurrence of an event of failure of the Issue in accordance with Clause 3.2.1.1 of this AgreementIssue, shall be credited in accordance with the instructions received from the Registrar to the Issue only to (a) the bank account of the Bidder from which the Bid Amount was remitted to the Escrow Collection Bank for Anchor Investors and unblocked in the same ASBA Accounts, including accounts blocked through the UPI mechanism, as applicable, in case of ASBA Bidders, in accordance with Rule 11 of the Companies (Prospectus and Allotment of Securities) Rules, 2014, and (b) the bank account of the Underwriter or any other person in respect of any amounts deposited by the Underwriter or any other person in the relevant Escrow Account pursuant to any underwriting obligations in terms of the Underwriting Agreement. The Registrar further acknowledges the liability of the Company to pay interest for delayed issue of refunds in accordance with the ICDR Regulations and other Applicable Laws, including the March 31 Refund Circular and shall accordingly provide all assistance in this regard in terms of the UPI Circulars, including the March 31 Refund Circular, to ensure that the refunds are made within four (4) days in case of Minimum Subscription Amount Failure or the Listing Approval Failure.
(b) The Registrar Banker to the Issue, together with in the BRLM, shall forthwith but within manner set forth in Annexure E for transferring the same Working Day, instruct the Escrow Collection Bank to transfer any amounts Application Monies standing to the credit of the Escrow Accounts or Allotment Account maintained with the Public Issue Account, as applicable, Allotment Bank to the Refund Account (Account. Further, the Lead Manager along with a copy the Company and Registrar, shall issue instructions to the Refund Bank, the Company) (in the form specified Bank as set forth in Annexure D). The Escrow Collection Bank shall, after notice to I for transferring the Company forthwith but not later than one (1) Working Day monies from receipt of the notice under Clause 3.2.1.2, ensure the transfer of such amounts standing to the credit of the Escrow Accounts or the Public Issue Account, as applicable to the Refund Account as directed by to the Registrar relevant Applicants.
(e) The Banker to the Issue shall upon receipt of an intimation in writing as per Clause 2.11.4(b) and the BRLM; provided that in the event of a Minimum Subscription Amount Failure or a Listing Approval Failure, the Escrow Collection Bank shall forthwith, on the same Working Day, or in the event the intimation is received post Banking Hours, on the immediate next Working Day, transfer, with notice to the BRLM and the Company any amounts standing to the credit of the Escrow Accounts to the Refund Account held with the Refund Bank.
3.2.1.4. The Refund Bank shall, upon receipt of the list of Beneficiaries and the amounts to be refunded to such Beneficiaries in accordance with Clause 3.2.1.3 (a) of this Agreement2.11.4(c), after notice to the BRLMLead Manager and the Company, the Company forthwith but not later than one (1) Working Day from the date of transfer of amounts from the Escrow AccountsBusiness Day, ensure the transfer of any amounts standing to the credit of the Allotment Account, as applicable, to the Refund Account and subsequently to the account respective bank accounts of the Beneficiaries Beneficiaries, in accordance with the procedure set forth in the Letter of Offer.
(f) The Refund Bank, in its capacity as directed by such, confirms that it has the Registrar relevant technology/processes to ensure that refunds required to be made pursuant to the failure of the Issue in as per Clauses 2.11.4(a) or 2.11.5 of this Agreement, shall be remitted to the form specified in Annexure C, provided thatrespective ASBA bank accounts of the Investors where the Application Money was blocked for Applications under the ASBA process, in the event of a Minimum Subscription Amount Failure or a Listing Approval Failure, the Application Monies have been transferred to the Refund Bank shall forthwith transfer Account from the requisite amounts as provided herein on Allotment Account, upon the same Working Day as the date occurrence of receipt an event of failure of the list of Issue. Such Beneficiaries, or if such list of Beneficiaries is received post Banking Hours, on the immediately following Working Day. The Refund Bank shall provide the details of the UTR/control numbers of such remittances to the Registrar to the Issue on the same day if the instruction is received before 4:00 p.m. I.S.T. Such Anchor Investors Applicants will be sent a letter through electronic mail on the date refund intimation (by way of the remittance and through registered post by the Registrar to the Issue an email) informing them about the mode of credit of refund refund, within one twelve (112) Working Day Days after the remittance date. Issue Closing Date by the Registrar.
(g) In the event that the Banker to the Issue, causes delay in the implementation of any returns/rejects from NEFT/RTGS/NACH/direct credit, instructions or the Refund Bank shall inform the BRLM forthwith and arrange for such refunds to be made through issue and immediate delivery performance of demand drafts if requested by the Bidder and/or the BRLM. The Refund Bank shall act its obligations set forth in accordance with the instructions of the BRLM for issuances of these instruments. The entire process of refunds shall be completed within such period of time as required under Applicable Law.
3.2.1.5. The Escrow Collection Bank, the Public Issue Account Bank, the Refund Bank and the Sponsor Bank shall be discharged of all their legal obligations under this Agreement only if they have acted bona fide and in good faith and in accordance with the terms of this Agreement, it shall be liable for such damages as may be incurred or claimed against any Party for any costs, charges and expenses resulting from such delay or in relation to any claim, demand, suit or other proceeding instituted against the Red ▇▇▇▇▇▇▇ ProspectusCompany, the Prospectus, applicable SEBI Regulations Lead Manager and/or the Registrar by an Applicant or and other Party or any other Applicable Lawfine or penalty imposed by a Governmental Authority.
Appears in 1 contract
Sources: Banker to the Issue Agreement
Failure of the Issue. 3.2.1.1.
(a) The Issue shall be deemed to have failed in the event of the occurrence of any of the following events:
(i) any event due to which the process of Bidding Applications cannot start on the dates mentioned in the Letter of Offer (including any revisions thereof) or the acceptance of Bids canIssue not start, including opening on the Bid/ Issue Opening Date not taking place or any other revised date agreed between the Parties for any reason;
(ii) the RoC Filing not having occurred on or prior to the Drop Dead Date for any reason;
(iii) the Issue becomes shall have become illegal or is non-compliant with Applicable Law or shall have been injuncted or prevented from completion, or is non-compliant with Applicable Law or otherwise rendered infructuous or unenforceable, including pursuant to Applicable Law or any order or direction passed by any Governmental Authority judicial, statutory or any tribunal or stock exchange regulatory authority having requisite authority and jurisdiction over the Issue;
(iv) in accordance with Regulation 268 of the ICDR Regulations, the minimum number of Allottees to whom the Equity Shares are Allotted pursuant to the Issue is less than 50 (Fifty).
(viii) the declaration of the intention of the Company in consultation with the BRLMCompany, to withdraw and/or cancel and/or abandon the Issue at any time after the Bid/ Issue Opening Date until but prior to the Designated Transfer Date, subject to compliance with the SEBI ICDR Regulations and circulars issued thereunder;
(vi) the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957 have not been Allotted in the Issue;
(vii) non-receipt by the Company of minimum 90% subscription in the Fresh Issue;
(viii) the Underwriting Agreement not having been executed on or prior to the Drop Dead Date, unless extended by the BRLM;
(ixiv) non-receipt of any requisite regulatory approvals approval in relation to the Issue, in a timely manner or at all, in accordance with the Applicable LawLaws or at all, including failure of the Company refusal by a Stock Exchange to receive grant the final listing and trading approvals from the approval or non-disposition of an application for a listing and trading approval by a Stock Exchange within the time period prescribed specified under Applicable Law or Laws;
(v) such other date event as may be agreed upon upon, in writing, by the Company and the BRLM;Company.
(xb) any of the Underwriting Agreement (after its execution), the Engagement Letter or the Issue Agreement is terminated in accordance with its terms or becomes illegal or unenforceable for any reason or, in the event that its performance has been prevented by any Governmental Authority having requisite authority and jurisdiction in this behalf; or
(xi) such other event whatsoever, as may be mutually agreed upon among the The Company and the BRLM in writing.
3.2.1.2. The BRLM shall, on the becoming aware of an event specified in Clause 3.1.2(a) or following receipt of the relevant information from the Company, as the case may be, regarding such an event, jointly, intimate in writing to the Escrow Collection Bank, Banker to the Refund Bank, the Public Issue Account Bank, the Sponsor Bank and the Registrar to the Issue (with a copy to the Company), of the occurrence of any event specified in Clause 3.2.1.1 of this Agreement (3.1.2(a), in the form specified manner as set forth in Annexure B); provided that, on becoming aware of or upon receipt of the information from the Company of the event specified in Clause 3.2.1.1(viiF.
(c) in relation to minimum subscription requirement in the Issue (“Minimum Subscription Amount Failure”) or Clause 3.2.1.1(ix) to the extent that there is failure to obtain listing and trading approval from the Stock Exchange (“Listing Approval Failure”), the BRLM shall as soon as reasonably possible and in any event, on the same day, intimate in writing (in the form provided in Annexure B) to the Escrow Collection Bank, Refund Bank, Public Issue Account Bank, the Sponsor Bank and the Registrar to the Issue of the occurrence of such event, with a copy to the Company.
3.2.1.3. On receipt of written intimation of the failure of the Issue Issue, from the BRLM in accordance with Clause 3.2.1.2 of this Agreement:
(a) Subject to Applicable LawCompany, Registrar to the Issue Registrar, shall forthwith, but within not later than one (1) Working Day from such receipt, following the reconciliation of accounts with the Escrow Collection Bank or Public Issue Account Bank, as applicableBanker to the Issue, provide to the Escrow Collection BankSCSBs, the Public Banker to the Issue Account Bank, and the Refund Bank, the Sponsor Bank, the BRLM, the Company, (i) Company a list of Beneficiaries and the amounts to be refunded by with respect to the Refund Bank from the Refund Account to such Beneficiaries (in the format specified in Annexure C), and/or (ii) or a list of ASBA Bidders Applicants for unblocking of the Application Monies in the relevant ASBA Accounts, including accounts blocked through the UPI mechanism, as applicable, provided that in the event of a Minimum Subscription Amount Failure or Listing Approval Failure, the Registrar to the Issue shall forthwith undertake the reconciliation of accounts on the same day that the Escrow Collection Bank transfers any amounts standing to the credit of the Escrow Accounts to the Refund Account held with the Refund Bank as per Clause 3.2.1.3(b) and the Registrar to the Issue shall, on the same day provide the list of Beneficiaries to the BRLM, the Refund Bank, the Sponsor Bank and the Company, and the amounts to be refunded by the Refund Bank to such Beneficiaries and/or a list of ASBA Bidders for unblocking the ASBA Accounts including accounts blocked through the UPI mechanism, as applicable. The Registrar to the Issue shall prepare and deliver to the Company an estimate of the stationery that will be required for printing the refund intimations. The Company shall, within one (1) Working Day of the receipt of the list of Beneficiaries and the amounts to be refunded thereto, prepare and deliver the requisite stationery for printing of refund intimations to the Registrar to the Issue’s office, who in turn shall immediately dispatch such intimations to the respective Bidders and in any event no later than the time period specified in this regard in the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus. The Registrar to the Issue and the Banker to the Issue agree agrees to be bound by any such joint instructions from the BRLM Company and also agree agrees to render all requisite cooperation and assistance in this regard. .
(d) The Refund Bank confirms that it has the required technology and processes to ensure that refunds made pursuant Company shall, on receipt of information as specified in Clause 3.1.2(b), issue instructions, as applicable (i) to the SCSBs to unblock all the Application Monies blocked in the ASBA Accounts of the Applicants; and/or (ii) in the event the Application Monies have been transferred to the Allotment Account, prior to the occurrence of an event of failure of the Issue in accordance with Clause 3.2.1.1 of this AgreementIssue, shall be credited in accordance with the instructions received from the Registrar to the Issue only to (a) the bank account of the Bidder from which the Bid Amount was remitted to the Escrow Collection Bank for Anchor Investors and unblocked in the same ASBA Accounts, including accounts blocked through the UPI mechanism, as applicable, in case of ASBA Bidders, in accordance with Rule 11 of the Companies (Prospectus and Allotment of Securities) Rules, 2014, and (b) the bank account of the Underwriter or any other person in respect of any amounts deposited by the Underwriter or any other person in the relevant Escrow Account pursuant to any underwriting obligations in terms of the Underwriting Agreement. The Registrar further acknowledges the liability of the Company to pay interest for delayed issue of refunds in accordance with the ICDR Regulations and other Applicable Laws, including the March 31 Refund Circular and shall accordingly provide all assistance in this regard in terms of the UPI Circulars, including the March 31 Refund Circular, to ensure that the refunds are made within four (4) days in case of Minimum Subscription Amount Failure or the Listing Approval Failure.
(b) The Registrar Banker to the Issue, together with in the BRLM, shall forthwith but within manner set forth in Annexure E for transferring the same Working Day, instruct the Escrow Collection Bank to transfer any amounts Application Monies standing to the credit of the Escrow Accounts or Allotment Account maintained with the Public Issue Account, as applicable, Allotment Bank to the Refund Account (with a copy Account. Further, the Company, shall issue instructions to the Refund Bank, the Company) (in the form specified Bank as set forth in Annexure D). The Escrow Collection Bank shall, after notice to H for transferring the Company forthwith but not later than one (1) Working Day monies from receipt of the notice under Clause 3.2.1.2, ensure the transfer of such amounts standing to the credit of the Escrow Accounts or the Public Issue Account, as applicable to the Refund Account as directed by to the Registrar relevant Applicants.
(e) The Banker to the Issue shall upon receipt of an intimation in writing as per Clause 3.1.2(b) and the BRLM; provided that in the event of a Minimum Subscription Amount Failure or a Listing Approval Failure, the Escrow Collection Bank shall forthwith, on the same Working Day, or in the event the intimation is received post Banking Hours, on the immediate next Working Day, transfer, with notice to the BRLM and the Company any amounts standing to the credit of the Escrow Accounts to the Refund Account held with the Refund Bank.
3.2.1.4. The Refund Bank shall, upon receipt of the list of Beneficiaries and the amounts to be refunded to such Beneficiaries in accordance with Clause 3.2.1.3 (a) of this Agreement3.1.5, after notice to the BRLMCompany, the Company forthwith but not later than one (1) Working Day from the date of transfer of amounts from the Escrow AccountsDay, ensure the transfer of any amounts standing to the credit of the Allotment Account, as applicable, to the Refund Account and subsequently to the account respective bank accounts of the Beneficiaries as directed by the Registrar to the Issue in the form specified in Annexure C, provided that, in the event of a Minimum Subscription Amount Failure or a Listing Approval Failure, the Refund Bank shall forthwith transfer the requisite amounts as provided herein on the same Working Day as the date of receipt of the list of Beneficiaries, or if such list of Beneficiaries is received post Banking Hours, on the immediately following Working Day. The Refund Bank shall provide the details of the UTR/control numbers of such remittances to the Registrar to the Issue on the same day if the instruction is received before 4:00 p.m. I.S.T. Such Anchor Investors will be sent a letter through electronic mail on the date of the remittance and through registered post by the Registrar to the Issue informing them about the mode of credit of refund within one (1) Working Day after the remittance date. In the event of any returns/rejects from NEFT/RTGS/NACH/direct credit, the Refund Bank shall inform the BRLM forthwith and arrange for such refunds to be made through issue and immediate delivery of demand drafts if requested by the Bidder and/or the BRLM. The Refund Bank shall act in accordance with the instructions procedure set forth in the Letter of Offer.
(f) The Refund Bank, in its capacity as such, confirms that it has the relevant technology/processes to ensure that refunds required to be made pursuant to the failure of the BRLM for issuances of these instruments. The entire process of refunds shall be completed within such period of time Issue as required under Applicable Law.
3.2.1.5. The Escrow Collection Bank, the Public Issue Account Bank, the Refund Bank and the Sponsor Bank shall be discharged of all their legal obligations under this Agreement only if they have acted bona fide and in good faith and in accordance with the terms of this Agreement, the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus, applicable SEBI Regulations and any other Applicable Law.per Clauses 3.1.2 or
Appears in 1 contract
Sources: Banker to the Issue Agreement
Failure of the Issue. 3.2.1.1. 3.2.1.1 The Issue shall be deemed to have failed in the event of the occurrence of any one of the following events:events (“Event of Failure”):
(i) a. the RoC Filing not being completed on or prior to the Drop Dead Date, for any reason;
b. the Bid/ Issue Opening Date not taking place for any reason within 12 months from the date of the receipt of the final observations from SEBI on the Draft Red ▇▇▇▇▇▇▇ Prospectus, for any reason, whatsoever;
c. any event due to which the process of Bidding or the acceptance of Bids cannot startstart or take place, on the dates mentioned in the Red ▇▇▇▇▇▇▇ Prospectus (including any revisions thereof), including the Bid/ Bid/Issue Opening Date not taking place for any reasonreason on or before the Bid/Issue Opening Date or any other revised date mutually agreed upon between among the Company and the Book Running Lead Managers;
(ii) the RoC Filing not having occurred on or prior to the Drop Dead Date for any reason;
(iii) d. the Issue becomes illegal shall have become illegal, or is non-compliant with Applicable Law or, shall have been injuncted or prevented from completion, or is non-compliant with Applicable Law or otherwise rendered infructuous or unenforceable, including pursuant to Applicable Law or any order or direction passed by any Governmental Authority or any tribunal or stock exchange having requisite authority and jurisdiction over the Issue;
(iv) in accordance with Regulation 268 of the ICDR Regulations, the minimum number of Allottees to whom the Equity Shares are Allotted pursuant to the Issue is less than 50 (Fifty).
(v) the declaration of the intention of the Company in consultation with the BRLM, to withdraw and/or cancel and/or abandon the Issue at any time after the Bid/ Issue Opening Date until the Designated Date;
(vi) the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957 have not been Allotted in the Issue;
(vii) non-receipt by the Company of minimum 90% subscription in the Fresh Issue;
(viii) the Underwriting Agreement not having been executed on or prior to the Drop Dead Date, unless extended by the BRLM;
(ix) e. non-receipt of any regulatory approvals in connection with the Issue, in a timely manner in accordance with Applicable LawLaw or at all, including failure of including, the Company to receive the final listing and trading approvals approval from the Stock Exchange Exchanges within the time period prescribed under Applicable Law or such other date as may be agreed upon by the Company and the BRLMBook Running Lead Managers (“Stock Exchange Refusal”);
(x) f. the declaration of the intention of the Company in consultation with the Book Running Lead Managers, to withdraw and/or cancel the Issue at any of time including after the Bid/Issue Opening Date and until the Closing Date, in accordance with Applicable Law; g. the Underwriting Agreement (after its executionif executed), the Engagement Letter or the Issue Agreement is or the Engagement Letter being terminated in accordance with its terms or becomes having become illegal or unenforceable for any reason or non-compliant with Applicable Law or, in the event that if its or their performance has been prevented by SEBI, any court or other Governmental Authority or tribunal having requisite authority and jurisdiction in this behalf, prior to the transfer of funds into the Public Issue Account, in accordance with this Agreement; orh. the Underwriting Agreement not having been executed on or prior to the date of RoC Filing of the Prospectus, unless such date is otherwise extended in writing by the Company and the Book Running Lead Managers;
i. in accordance with Regulation 49(1) of the SEBI ICDR Regulations, the number of Allottees being less than 1,000 (xione thousand) (“Minimum Subscription Failure”);
j. the requirement for allotment of the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the SCRR, not being fulfilled;
k. the failure to list the Equity Shares pursuant to the Issue within twelve (12) months from receipt of final observations from SEBI on the Draft Red ▇▇▇▇▇▇▇ Prospectus;
l. at least 90% of the Issue not being subscribed; and m. such other event whatsoever, as may be mutually agreed upon among the Company and the BRLM in writingBook Running Lead Managers.
3.2.1.2. The BRLM shall, on the receipt of the relevant information from the Company, as the case may be, regarding such an event, intimate in writing to the Escrow Collection Bank, the Refund Bank, the Public Issue Account Bank, the Sponsor Bank and the Registrar to the Issue (with a copy to the Company), of the occurrence of any event specified in Clause 3.2.1.1 of this Agreement (in the form specified in Annexure B); provided that, on becoming aware of or upon receipt of the information from the Company of the event specified in Clause 3.2.1.1(vii) in relation to minimum subscription requirement in the Issue (“Minimum Subscription Amount Failure”) or Clause 3.2.1.1(ix) to the extent that there is failure to obtain listing and trading approval from the Stock Exchange (“Listing Approval Failure”), the BRLM shall as soon as reasonably possible and in any event, on the same day, intimate in writing (in the form provided in Annexure B) to the Escrow Collection Bank, Refund Bank, Public Issue Account Bank, the Sponsor Bank and the Registrar to the Issue of the occurrence of such event, with a copy to the Company.
3.2.1.3. On receipt of intimation of the failure of the Issue from the BRLM in accordance with Clause 3.2.1.2 of this Agreement:
(a) Subject to Applicable Law, Registrar to the Issue shall forthwith, but within one (1) Working Day from such receipt, following the reconciliation of accounts with the Escrow Collection Bank or Public Issue Account Bank, as applicable, provide to the Escrow Collection Bank, the Public Issue Account Bank, the Refund Bank, the Sponsor Bank, the BRLM, the Company, (i) a list of Beneficiaries and the amounts to be refunded by the Refund Bank from the Refund Account to such Beneficiaries (in the format specified in Annexure C), and/or (ii) a list of ASBA Bidders for unblocking the ASBA Accounts, including accounts blocked through the UPI mechanism, as applicable, provided that in the event of a Minimum Subscription Amount Failure or Listing Approval Failure, the Registrar to the Issue shall forthwith undertake the reconciliation of accounts on the same day that the Escrow Collection Bank transfers any amounts standing to the credit of the Escrow Accounts to the Refund Account held with the Refund Bank as per Clause 3.2.1.3(b) and the Registrar to the Issue shall, on the same day provide the list of Beneficiaries to the BRLM, the Refund Bank, the Sponsor Bank and the Company, and the amounts to be refunded by the Refund Bank to such Beneficiaries and/or a list of ASBA Bidders for unblocking the ASBA Accounts including accounts blocked through the UPI mechanism, as applicable. The Registrar to the Issue shall prepare and deliver to the Company an estimate of the stationery that will be required for printing the refund intimations. The Company shall, within one (1) Working Day of the receipt of the list of Beneficiaries and the amounts to be refunded thereto, prepare and deliver the requisite stationery for printing of refund intimations to the Registrar to the Issue’s office, who in turn shall immediately dispatch such intimations to the respective Bidders and in any event no later than the time period specified in this regard in the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus. The Registrar to the Issue and the Banker to the Issue agree to be bound by any instructions from the BRLM and also agree to render all requisite cooperation and assistance in this regard. The Refund Bank confirms that it has the required technology and processes to ensure that refunds made pursuant to the failure of the Issue in accordance with Clause 3.2.1.1 of this Agreement, shall be credited in accordance with the instructions received from the Registrar to the Issue only to (a) the bank account of the Bidder from which the Bid Amount was remitted to the Escrow Collection Bank for Anchor Investors and unblocked in the same ASBA Accounts, including accounts blocked through the UPI mechanism, as applicable, in case of ASBA Bidders, in accordance with Rule 11 of the Companies (Prospectus and Allotment of Securities) Rules, 2014, and (b) the bank account of the Underwriter or any other person in respect of any amounts deposited by the Underwriter or any other person in the relevant Escrow Account pursuant to any underwriting obligations in terms of the Underwriting Agreement. The Registrar further acknowledges the liability of the Company to pay interest for delayed issue of refunds in accordance with the ICDR Regulations and other Applicable Laws, including the March 31 Refund Circular and shall accordingly provide all assistance in this regard in terms of the UPI Circulars, including the March 31 Refund Circular, to ensure that the refunds are made within four (4) days in case of Minimum Subscription Amount Failure or the Listing Approval Failure.
(b) The Registrar to the Issue, together with the BRLM, shall forthwith but within the same Working Day, instruct the Escrow Collection Bank to transfer any amounts standing to the credit of the Escrow Accounts or the Public Issue Account, as applicable, to the Refund Account (with a copy to the Refund Bank, the Company) (in the form specified in Annexure D). The Escrow Collection Bank shall, after notice to the Company forthwith but not later than one (1) Working Day from receipt of the notice under Clause 3.2.1.2, ensure the transfer of such amounts standing to the credit of the Escrow Accounts or the Public Issue Account, as applicable to the Refund Account as directed by the Registrar to the Issue and the BRLM; provided that in the event of a Minimum Subscription Amount Failure or a Listing Approval Failure, the Escrow Collection Bank shall forthwith, on the same Working Day, or in the event the intimation is received post Banking Hours, on the immediate next Working Day, transfer, with notice to the BRLM and the Company any amounts standing to the credit of the Escrow Accounts to the Refund Account held with the Refund Bank.
3.2.1.4. The Refund Bank shall, upon receipt of the list of Beneficiaries and the amounts to be refunded to such Beneficiaries in accordance with Clause 3.2.1.3 (a) of this Agreement, after notice to the BRLM, the Company forthwith but not later than one (1) Working Day from the date of transfer of amounts from the Escrow Accounts, ensure the transfer of any amounts standing to the credit of the Refund Account to the account of the Beneficiaries as directed by the Registrar to the Issue in the form specified in Annexure C, provided that, in the event of a Minimum Subscription Amount Failure or a Listing Approval Failure, the Refund Bank shall forthwith transfer the requisite amounts as provided herein on the same Working Day as the date of receipt of the list of Beneficiaries, or if such list of Beneficiaries is received post Banking Hours, on the immediately following Working Day. The Refund Bank shall provide the details of the UTR/control numbers of such remittances to the Registrar to the Issue on the same day if the instruction is received before 4:00 p.m. I.S.T. Such Anchor Investors will be sent a letter through electronic mail on the date of the remittance and through registered post by the Registrar to the Issue informing them about the mode of credit of refund within one (1) Working Day after the remittance date. In the event of any returns/rejects from NEFT/RTGS/NACH/direct credit, the Refund Bank shall inform the BRLM forthwith and arrange for such refunds to be made through issue and immediate delivery of demand drafts if requested by the Bidder and/or the BRLM. The Refund Bank shall act in accordance with the instructions of the BRLM for issuances of these instruments. The entire process of refunds shall be completed within such period of time as required under Applicable Law.
3.2.1.5. The Escrow Collection Bank, the Public Issue Account Bank, the Refund Bank and the Sponsor Bank shall be discharged of all their legal obligations under this Agreement only if they have acted bona fide and in good faith and in accordance with the terms of this Agreement, the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus, applicable SEBI Regulations and any other Applicable Law.
Appears in 1 contract
Failure of the Issue. 3.2.1.1. (a) The Issue shall be deemed to have failed in the event of the occurrence of any of the following events:
(i) any event due to which the process of Bidding Applications cannot start on the dates mentioned in the Letter of Offer (including any revisions thereof) or the acceptance of Bids canIssue not start, including opening on the Bid/ Issue Opening Date not taking place or any other revised date agreed between the Parties for any reason;
(ii) the RoC Filing not having occurred on or prior to the Drop Dead Date for any reason;
(iii) the Issue becomes shall have become illegal or is non-compliant with Applicable Law or shall have been injuncted or prevented from completion, or is non-compliant with Applicable Law or otherwise rendered infructuous or unenforceable, including pursuant to Applicable Law or any order or direction passed by any Governmental Authority judicial, statutory or any tribunal or stock exchange regulatory authority having requisite authority and jurisdiction over the Issue;
(iv) in accordance with Regulation 268 of the ICDR Regulations, the minimum number of Allottees to whom the Equity Shares are Allotted pursuant to the Issue is less than 50 (Fifty).
(viii) the declaration of the intention of the Company Company, in consultation with the BRLMLead Manager, to withdraw and/or cancel and/or abandon the Issue at any time after the Bid/ Issue Opening Date until but prior to the Designated Transfer Date, subject to compliance with the SEBI ICDR Regulations and circulars issued thereunder;
(vi) the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957 have not been Allotted in the Issue;
(vii) non-receipt by the Company of minimum 90% subscription in the Fresh Issue;
(viii) the Underwriting Agreement not having been executed on or prior to the Drop Dead Date, unless extended by the BRLM;
(ixiv) non-receipt of any requisite regulatory approvals approval in relation to the Issue, in a timely manner or at all, in accordance with the Applicable LawLaws or at all, including failure of the Company refusal by a Stock Exchange to receive grant the final listing and trading approvals from the approval or non- disposition of an application for a listing and trading approval by a Stock Exchange within the time period prescribed specified under Applicable Law Laws; or
(v) non-receipt of minimum subscription as disclosed in the Letter of Offer and in terms of the SEBI ICDR Regulations, after considering the subscription by the Promoter and the Promoter Group of any unsubscribed portion in the Issue, immediately post the Issue Closing Date or any extended Issue Closing Date, if applicable, or
(vi) such other date event as may be agreed upon upon, in writing, by and between the Company and the BRLM;Lead Manager.
(xb) any of The Company and/or the Underwriting Agreement (after its execution), the Engagement Letter or the Issue Agreement is terminated in accordance with its terms or becomes illegal or unenforceable for any reason or, in the event that its performance has been prevented by any Governmental Authority having requisite authority and jurisdiction in this behalf; or
(xi) such other event whatsoever, as may be mutually agreed upon among the Company and the BRLM in writing.
3.2.1.2. The BRLM Lead Manager shall, on the becoming aware of an event specified in Clause 3.1.3(a) or following receipt of the relevant information from the Company, as the case may be, regarding such an event, jointly, intimate in writing to the Escrow Collection Bank, Banker to the Refund Bank, the Public Issue Account Bank, the Sponsor Bank and the Registrar to the Issue (with a copy to the Company), of the occurrence of any event specified in Clause 3.2.1.1 of this Agreement (3.1.3(a), in the form specified manner as set forth in Annexure B); provided that, on becoming aware of or upon receipt of the information from the Company of the event specified in Clause 3.2.1.1(viiE.
(c) in relation to minimum subscription requirement in the Issue (“Minimum Subscription Amount Failure”) or Clause 3.2.1.1(ix) to the extent that there is failure to obtain listing and trading approval from the Stock Exchange (“Listing Approval Failure”), the BRLM shall as soon as reasonably possible and in any event, on the same day, intimate in writing (in the form provided in Annexure B) to the Escrow Collection Bank, Refund Bank, Public Issue Account Bank, the Sponsor Bank and the Registrar to the Issue of the occurrence of such event, with a copy to the Company.
3.2.1.3. On receipt of written intimation of the failure of the Issue Issue, jointly, from the BRLM in accordance with Clause 3.2.1.2 of this Agreement:
(a) Subject to Applicable LawCompany and the Lead Manager, Registrar to the Issue Registrar, shall forthwith, but within not later than one (1) Working Day from such receipt, following the reconciliation of accounts account with the Escrow Collection Bank or Public Issue Account Bank, as applicableBanker to the Issue, provide to the Escrow Collection BankLead Manager, the Public Issue Account BankSCSBs, the Refund Bank, Banker to the Sponsor Bank, Issue and the BRLM, the Company, (i) Company a list of Beneficiaries Applicants and the amounts to be refunded by the Refund Bank from the Refund Account to such Beneficiaries (Applicant and/ or a for unblocking of the Application Monies in the format specified in Annexure C), and/or (ii) a list of ASBA Bidders for unblocking the relevant ASBA Accounts, including accounts blocked through the UPI mechanism, as applicable, provided that in the event of a Minimum Subscription Amount Failure or Listing Approval Failure, the Registrar to the Issue shall forthwith undertake the reconciliation of accounts on the same day that the Escrow Collection Bank transfers any amounts standing to the credit of the Escrow Accounts to the Refund Account held with the Refund Bank as per Clause 3.2.1.3(b) and the Registrar to the Issue shall, on the same day provide the list of Beneficiaries to the BRLM, the Refund Bank, the Sponsor Bank and the Company, and the amounts to be refunded by the Refund Bank to such Beneficiaries and/or a list of ASBA Bidders for unblocking the ASBA Accounts including accounts blocked through the UPI mechanism, as applicable. The Registrar to the Issue shall prepare and deliver to the Company an estimate of the stationery that will be required for printing the refund intimations. The Company shall, within one (1) Working Day of the receipt of the list of Beneficiaries and the amounts to be refunded thereto, prepare and deliver the requisite stationery for printing of refund intimations to the Registrar to the Issue’s office, who in turn shall immediately dispatch such intimations to the respective Bidders and in any event no later than the time period specified in this regard in the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus. The Registrar to the Issue and the Banker to the Issue agree agrees to be bound by any such joint instructions from the BRLM Company and also agree the Lead Manager and agrees to render all requisite cooperation and assistance in this regard. .
(d) The Refund Bank confirms that it has Lead Manager, along with the required technology and processes to ensure that refunds made pursuant Registrar shall, on receipt of information as specified in Clause 3.1.3(b), issue instructions, as applicable to the SCSBs to unblock all the Application Monies, blocked in the ASBA Accounts of the Applicants, or in the event the Application Monies have been transferred to the Allotment Account, prior to the occurrence of an event of failure of the Issue in accordance with Clause 3.2.1.1 of this AgreementIssue, shall be credited in accordance with the instructions received from the Registrar to the Issue only to (a) the bank account of the Bidder from which the Bid Amount was remitted to the Escrow Collection Bank for Anchor Investors and unblocked in the same ASBA Accounts, including accounts blocked through the UPI mechanism, as applicable, in case of ASBA Bidders, in accordance with Rule 11 of the Companies (Prospectus and Allotment of Securities) Rules, 2014, and (b) the bank account of the Underwriter or any other person in respect of any amounts deposited by the Underwriter or any other person in the relevant Escrow Account pursuant to any underwriting obligations in terms of the Underwriting Agreement. The Registrar further acknowledges the liability of the Company to pay interest for delayed issue of refunds in accordance with the ICDR Regulations and other Applicable Laws, including the March 31 Refund Circular and shall accordingly provide all assistance in this regard in terms of the UPI Circulars, including the March 31 Refund Circular, to ensure that the refunds are made within four (4) days in case of Minimum Subscription Amount Failure or the Listing Approval Failure.
(b) The Registrar Banker to the Issue, together with in the BRLM, shall forthwith but within manner set forth in Annexure I for transferring the same Working Day, instruct the Escrow Collection Bank to transfer any amounts Application Monies standing to the credit of the Escrow Accounts or Allotment Account maintained with the Public Issue Account, as applicable, Allotment Bank to the Refund Account (with a copy Account. Further, the Lead Manager and the Registrar, shall issue instructions to the Refund Bank, the Company) (in the form specified Bank as set forth in Annexure D). The Escrow Collection Bank shall, after notice to J for transferring the Company forthwith but not later than one (1) Working Day monies from receipt of the notice under Clause 3.2.1.2, ensure the transfer of such amounts standing to the credit of the Escrow Accounts or the Public Issue Account, as applicable to the Refund Account as directed by to the Registrar relevant Applicants.
(e) The Banker to the Issue shall upon receipt of an intimation in writing as per Clause 3.1.1(a) and the BRLM; provided that in the event of a Minimum Subscription Amount Failure or a Listing Approval Failure, the Escrow Collection Bank shall forthwith, on the same Working Day, or in the event the intimation is received post Banking Hours, on the immediate next Working Day, transfer, with notice to the BRLM and the Company any amounts standing to the credit of the Escrow Accounts to the Refund Account held with the Refund Bank.
3.2.1.4. The Refund Bank shall, upon receipt of the list of Beneficiaries and the amounts to be refunded to such Beneficiaries in accordance with Clause 3.2.1.3 (a) of this Agreement3.1.6, after notice to the BRLMLead Managers and the Company, the Company forthwith but not later than one (1) Working Day from the date of transfer of amounts from the Escrow AccountsDay, ensure the transfer of any amounts standing to the credit of the Allotment Account, as applicable, to the Refund Account and subsequently to the account respective bank accounts of the Beneficiaries Beneficiaries, in accordance with the procedure set forth in the Letter of Offer.
(f) The Refund Bank, in its capacity as directed by such, confirms that it has the Registrar relevant technology/processes to ensure that refunds required to be made pursuant to the failure of the Issue in as per Clauses 3.1.3 or 3.1.4 of this Agreement, shall be remitted to the form specified in Annexure C, provided that, respective ASBA bank accounts of the Investors where the Application Money was blocked for Applications under the ASBA process and in the event of a Minimum Subscription Amount Failure or a Listing Approval Failure, the Application Monies have been transferred to the Refund Bank shall forthwith transfer Account from the requisite amounts as provided herein on Allotment Account, upon the same Working Day as the date occurrence of receipt an event of failure of the list of Issue. Such Beneficiaries, or if such list of Beneficiaries is received post Banking Hours, on the immediately following Working Day. The Refund Bank shall provide the details of the UTR/control numbers of such remittances to the Registrar to the Issue on the same day if the instruction is received before 4:00 p.m. I.S.T. Such Anchor Investors Applicants will be sent a letter through electronic mail on the date of the remittance and through registered post by the Registrar to the Issue refund intimation informing them about the mode of credit of refund refund, within one twelve (112) Working Day Days after the remittance date. In the event of any returns/rejects from NEFT/RTGS/NACH/direct credit, the Refund Bank shall inform the BRLM forthwith and arrange for such refunds to be made through issue and immediate delivery of demand drafts if requested Issue Closing Date by the Bidder and/or the BRLM. The Refund Bank shall act in accordance with the instructions of the BRLM for issuances of these instruments. The entire process of refunds shall be completed within such period of time as required under Applicable LawRegistrar.
3.2.1.5. The Escrow Collection Bank, the Public Issue Account Bank, the Refund Bank and the Sponsor Bank shall be discharged of all their legal obligations under this Agreement only if they have acted bona fide and in good faith and in accordance with the terms of this Agreement, the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus, applicable SEBI Regulations and any other Applicable Law.
Appears in 1 contract
Sources: Banker to the Issue Agreement
Failure of the Issue. 3.2.1.1. The Issue shall be deemed to have failed in the event of the occurrence of any one of the following events:
(ia) any event due to which the process of Bidding or the acceptance of Bids cannot start, including the The Bid/ Issue Opening Date not taking place for any reason within 12 months from the date of the receipt of the final observations from SEBI on the Draft Red ▇▇▇▇▇▇▇ Prospectus, for any reason, whatsoever;
(iib) Any event due to which the process of bidding or the acceptance of Bids cannot start on the dates mentioned in the Red ▇▇▇▇▇▇▇ Prospectus (including any revisions thereof);
(c) The RoC Filing not having occurred on or been completed prior to the Drop Dead Date for any reason;
(iiid) the The Issue becomes illegal or is shall have become illegal, non-compliant with Applicable Law or, shall have been injuncted or prevented from completion, or is non-compliant with Applicable Law or otherwise rendered infructuous or unenforceable, including pursuant to by any order or direction directions passed by SEBI, any court or other tribunal, judicial, statutory, regulatory or Governmental Authority or any tribunal or stock exchange body having requisite authority and jurisdiction over the Issue, including, without limitation, refusal by a Stock Exchange to grant the listing and trading approval or non-disposition of an application for a listing and trading approval by a Stock Exchange within the period specified under Applicable Law and any approval from the Stock Exchanges that may be required for the deposit of the Issued Shares in the Escrow Demat Account for a period beyond six months from the Deposit Date;
(ive) in accordance with Regulation 268 of the ICDR Regulations, the minimum number of Allottees to whom the Equity Shares are Allotted pursuant to the Issue is less than 50 (Fifty).
(v) the The declaration of the intention of the Company Company, in consultation with the BRLM, BRLMs to withdraw and/or and/ or cancel and/or abandon the Issue at any time after the Bid/ Issue Opening Date until the Designated DateDate or if the Issue is withdrawn by the Company, in consultation with the BRLMs prior to the execution of Underwriting Agreement in accordance with the Red ▇▇▇▇▇▇▇ Prospectus;
(vif) Failure to enter into the Underwriting Agreement on or prior to filing of the Prospectus with the RoC unless such date is otherwise extended in writing by the parties to the Underwriting Agreement or the Underwriting Agreement being terminated in accordance with its terms or having become illegal or non-compliant with Applicable Law or unenforceable for any reason or, if its performance has been injuncted or prevented by SEBI, any court or other judicial, statutory, government or regulatory body or tribunal having requisite authority and jurisdiction in this behalf, prior to the transfer of funds into the Public Issue Account in terms of Clause 3.2.3.1;
(g) The number of Allottees being less than 1,000 (“Minimum Subscription Failure”);
(h) There is failure to comply with the requirements of (i) the minimum subscription of 90% of the Fresh Issue; and (ii) allotment of at least such number of Equity Shares in the Issue as prescribed under Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957 have not been Allotted in the Issue1957;
(viii) non-receipt by the Company of minimum 90% subscription in the Fresh Issue;
(viii) the Underwriting Agreement not having been executed on or prior to the Drop Dead Date, unless extended by the BRLM;
(ix) non-receipt of regulatory approvals in a timely manner in accordance with Applicable Law, including failure of the Company to receive the listing and trading approvals from the Stock Exchange within the time period prescribed under Applicable Law or such Such other date event as may be agreed upon by upon, in writing, among the Company and the BRLM;BRLMs; or
(xj) any Any of the Underwriting Agreement (after its execution)Engagement Letter, the Engagement Letter or the Issue Agreement is terminated against all the BRLMs/Underwriters (as the case may be) in accordance with its terms or becomes illegal or unenforceable for any reason or, in the event that its performance has been prevented by any Governmental Authority judicial, statutory, quasi-judicial, administrative and/or regulatory authority having requisite authority and jurisdiction in this behalf; or
(xi) such other event whatsoever, as may be mutually agreed upon among the Company and the BRLM in writing.
3.2.1.2. The BRLM shall, on the receipt On becoming aware of the relevant information from the Company, as the case may be, regarding such an event, intimate in writing to the Escrow Collection Bank, the Refund Bank, the Public Issue Account Bank, the Sponsor Bank and the Registrar to the Issue (with a copy to the Company), of the occurrence of any event specified in Clause 3.2.1.1 of this Agreement (in the form specified in Annexure B); provided that, on becoming aware of or upon receipt of the information from the Company of Company, whichever is earlier, the event specified BRLMs shall intimate in Clause 3.2.1.1(vii) in relation to minimum subscription requirement writing (in the Issue (“Minimum Subscription Amount Failure”) or Clause 3.2.1.1(ixform provided in Schedule IX) to the extent Escrow Collection Bank, Refund Bank, Public Issue Account Bank and the Registrar of the occurrence of such event, with a copy to the Company. Provided that there is failure to obtain listing and trading approval from in the event of a Minimum Subscription Failure or a Stock Exchange (“Listing Approval Failure”)Refusal, the BRLM BRLMs shall as soon as reasonably possible and in any event, on the same day, intimate in writing (in the form provided in Annexure BSchedule IX) to the Escrow Collection BankBanks, Refund Bank, Public Issue Account Bank, the Sponsor Bank and the Registrar to the Issue of the occurrence of such event, with a copy to the Company.
3.2.1.3. On Upon receipt of an intimation from the BRLMs in writing as per Clause ▇.
(a) The Escrow Collection Bank/Public Issue Account Bank, as the case may be, shall, forthwith, on the same day, and in any case, not later than one Working Day from the receipt of such written intimation from the BRLMs, transfer, with notice to the BRLMs and the Company, any amounts standing to the credit of the failure of Escrow Accounts/Public Issue Account, as the Issue from case may be, to the BRLM Refund Account held with the Refund Bank, in accordance with Clause 3.2.1.2 the direction received from the BRLMs in the prescribed form set out in Schedule IX. Provided that in the event of this Agreement:a Minimum Subscription Failure or a Stock Exchange Refusal, the Escrow Collection Bank shall forthwith, on the same Working Day, or in the event the intimation is received post banking hours, on the immediate next Working Day, transfer, with notice to the BRLMs and the Company, any amounts standing to the credit of the Escrow Accounts to the Refund Account held with the Refund Bank, in accordance with the direction received from the BRLMs in the prescribed form set out in Schedule IX.
(ab) Subject to Applicable Law, the Registrar to the Issue shall forthwith, but within one (1) and on the same Working Day from such receipt, following after receipt of the intimation as per Clause 3.2.1.2 above and the reconciliation of accounts with the Escrow Collection Bank or Bank/ Public Issue Account Bank, as applicablethe case may be, provide to the Escrow Collection Bank, the Public Issue Account BankBRLMs, the Refund Bank, the Sponsor BankBanks, the BRLMSCSBs, the Company, (i) a list of Beneficiaries and the amounts to be refunded by the Refund Bank from the Refund Account to such Beneficiaries (in the format specified in Annexure C), and/or (ii) and a list of ASBA Bidders for unblocking the ASBA Accounts, Accounts including accounts blocked through the UPI mechanism, as applicable, provided . Provided that in the event of a Minimum Subscription Amount Failure or Listing Approval Failurea Stock Exchange Refusal, the Registrar to the Issue shall forthwith undertake the reconciliation of accounts on the same day Working Day that the Escrow Collection Bank transfers any amounts standing to the credit of the Escrow Accounts to the Refund Account held with the Refund Bank as per Clause 3.2.1.3(b3.2.1.3(a) above, and the Registrar to the Issue shall, on the same day provide the list of Beneficiaries beneficiaries to the BRLMBRLMs, the Refund Bank, the Sponsor Bank Banks, the SCSBs and the Company, and the amounts to be refunded by the Refund Bank to such Beneficiaries and/or and a list of ASBA Bidders for unblocking the ASBA Accounts including accounts blocked through the UPI mechanism, as applicable. The Registrar to the Issue shall prepare and deliver to the Company an estimate of the stationery that will be required for printing the refund intimations. The Company shall, within one (1) Working Day of the receipt of the list of Beneficiaries and the amounts to be refunded thereto, prepare and deliver the requisite stationery for printing of refund intimations to the Registrar to the Issue’s office, who in turn shall immediately dispatch such intimations to the respective Bidders and in any event no later than the time period specified in this regard in the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus. The Registrar to the Issue and the Banker to the Issue agree agrees to be bound by any such instructions from the BRLM BRLMs and also agree agrees to render all requisite cooperation and assistance in this regard. The Refund Bank confirms that it has the required technology and processes to ensure that refunds Refunds made pursuant to the failure of the Issue in accordance with as per Clause 3.2.1.1 of this Agreement3.2.1.1, shall be credited in accordance with the instructions received from the Registrar to the Issue only to (ai) the bank account of the Bidder from which the Bid Amount was remitted to the Escrow Collection Bank for Anchor Investors and unblocked in the same ASBA Accounts, including accounts blocked through the UPI mechanism, as applicable, in case of ASBA BiddersBank, in accordance with Rule 11 of the Companies (Prospectus and Allotment of Securities) Rules, 20142014 in case of Anchor Investors, and in case of ASBA Bidders, such amount shall be unblocked in the same ASBA Account; (bii) the respective bank accounts of the Bidders, in case the amounts have been transferred to the Refund Account from the Public Issue Account; and (iii) if applicable, the bank account of the Underwriter Underwriters or any other person in respect of any amounts deposited by the Underwriter Underwriters or any other person in the relevant Escrow Account pursuant to any underwriting obligations in terms of the Underwriting Agreement. The Registrar further acknowledges the liability of the Company to pay interest for delayed issue of refunds in accordance with the SEBI ICDR Regulations and other Applicable Lawsapplicable SEBI circulars, including the March 31 SEBI Refund Circular Circulars, and shall accordingly provide all assistance in this regard in terms of the UPI Circulars and the SEBI Refund Circulars, including the March 31 Refund Circular, to ensure that the refunds are made within four (4) days in case of Minimum Subscription Amount Failure or and Stock Exchange Refusal. The Refund Bank confirms that it has the Listing Approval Failurerequired technology and processes to ensure that refunds are made pursuant to the failure of the Issue in accordance with Clause 3.2.1.1 of this Agreement.
(bc) The Registrar to the Issue, together with the BRLM, shall forthwith but within the same Working Day, instruct the Escrow Collection Bank to transfer any amounts standing to the credit of the Escrow Accounts or the Public Issue Account, as applicable, to the Refund Account (with a copy to the Refund Bank, the Company) (in the form specified in Annexure D). The Escrow Collection Bank shall, after notice to the Company forthwith but not later than one (1) Working Day from receipt of the notice under Clause 3.2.1.2, ensure the transfer of such amounts standing to the credit of the Escrow Accounts or the Public Issue Account, as applicable to the Refund Account as directed by the Registrar to the Issue and the BRLM; provided that in the event of a Minimum Subscription Amount Failure or a Listing Approval Failure, the Escrow Collection Bank shall forthwith, on the same Working Day, or in the event the intimation is received post Banking Hours, on the immediate next Working Day, transfer, with notice to the BRLM and the Company any amounts standing to the credit of the Escrow Accounts to the Refund Account held with the Refund Bank.
3.2.1.4. The Refund Bank shall, upon forthwith but no later than one Working Day of the receipt of the list of Beneficiaries and along with the amounts to be refunded to such Beneficiaries in accordance thereto, with Clause 3.2.1.3 (a) of this Agreement, after notice to the BRLMCompany and the BRLMs, transfer the Company forthwith but not later than one (1) Working Day from the date of transfer of amounts from the Escrow Accounts, ensure the transfer of any amounts standing to the credit of the Refund Account requisite amount to the account of the Beneficiaries, in accordance with the list of Beneficiaries as directed by (and the refund amount mentioned therein) received from the Registrar pursuant to the Issue in the form specified in Annexure C, provided sub-clause (b) above. Provided that, in the event of a Minimum Subscription Amount Failure or a Listing Approval FailureStock Exchange Refusal, the Refund Bank shall forthwith transfer the requisite amounts as provided herein on the same Working Day as the date of on receipt of the list of Beneficiariesbeneficiaries, or if such list of Beneficiaries beneficiaries is received post Banking Hoursbanking hours, on the immediately following Working Day. The Refund Bank shall provide the details of the UTR/control numbers of such remittances to the Registrar to the Issue on the same day if the instruction is received before 4:00 p.m. I.S.T. Such Anchor Investors Beneficiaries will be sent a letter through electronic mail on the date of the remittance and through registered post by the Registrar to the Issue Registrar, through ordinary post informing them about the mode of credit of refund within one (1) six Working Day Days after the remittance date. In the event of Bid/ Issue Closing Date, or any returns/rejects from NEFT/RTGS/NACH/direct creditother period as prescribed under Applicable Law, the Refund Bank shall inform the BRLM forthwith and arrange for such refunds to be made through issue and immediate delivery of demand drafts if requested by the Bidder and/or the BRLMRegistrar. The Refund Bank shall act within two Working Days, prepare and deliver the requisite stationery for printing of refund warrants to the Registrar, who in accordance with turn shall immediately dispatch such refund warrants to the instructions of respective Beneficiaries and in any event no later than six Working Days from the BRLM for issuances of these instruments. The entire process of refunds shall be completed within such Bid/Issue Closing Date, or any other period of time as required prescribed under Applicable Law.
3.2.1.5. The (d) Save and except for the terms and conditions of this Agreement and the Issue Documents, the Escrow Collection Bank, the Public Issue Account Bank, the Refund Bank and the Sponsor Bank Banks shall not be discharged bound by the provisions of all their legal obligations under any other agreement or arrangement among the other Parties to this Agreement only if they have acted bona fide and in good faith and in accordance with to which the terms of this AgreementEscrow Collection Bank, the Red ▇▇▇▇▇▇▇ ProspectusPublic Issue Account Bank, the ProspectusRefund Bank and the Sponsor Banks, applicable SEBI Regulations respectively, are not a party.
(e) The Registrar, the Escrow Collection Bank, Public Issue Account Bank, Sponsor Banks and the Refund Bank agree to be bound by any other Applicable Lawinstructions in writing from the BRLMs and also agree to render all requisite cooperation and assistance required in this regard.
Appears in 1 contract
Failure of the Issue. 3.2.1.1. The Issue shall be deemed to have failed in the event of the occurrence of any one of the following events:
(ia) any event due to which the process of Bidding or the acceptance of Bids cannot start, including the The Bid/ Issue Opening Date not taking place for any reason within 12 months from the date of the receipt of the final observations from SEBI on the Draft Red ▇▇▇▇▇▇▇ Prospectus, for any reason, whatsoever;
(iib) Any event due to which the process of bidding or the acceptance of Bids cannot start on the dates mentioned in the Red ▇▇▇▇▇▇▇ Prospectus;
(c) The RoC Filing not having occurred on or been completed prior to the Drop Dead Date for any reason;
(iiid) the The Issue becomes shall have become illegal or is non-compliant with Applicable Law, or shall have been injuncted or prevented from completion, or is non-compliant with Applicable Law or otherwise rendered infructuous or unenforceable, unenforceable including pursuant to any Applicable Law or any order or direction passed by any Governmental Authority or any tribunal or stock exchange having requisite authority and jurisdiction over the Issue, including, without limitation, refusal by a Stock Exchange to grant the listing and trading approval or non- disposition of an application for a listing and trading approval by a Stock Exchange within the period specified under Applicable Laws (“Stock Exchange Refusal”);
(ive) in accordance with Regulation 268 of the ICDR Regulations, the minimum number of Allottees to whom the Equity Shares are Allotted pursuant to the Issue is less than 50 (Fifty).
(v) the The declaration of the intention of the Company in consultation with the BRLM, BRLM to withdraw and/or and/ or cancel and/or abandon the Issue at any time after the Bid/ Issue Opening Date until the Designated DateDate or if the Issue is withdrawn by the Company, in consultation with the BRLM prior to the execution of Underwriting Agreement in accordance with the Red ▇▇▇▇▇▇▇ Prospectus;
(vif) Non-receipt of any regulatory approvals in a timely manner in accordance with the Applicable Laws or at all;
(g) Failure to enter into the Underwriting Agreement on or prior to filing of the Prospectus with the RoC unless such date is otherwise extended in writing by the parties to the Underwriting Agreement or the Underwriting Agreement being terminated in accordance with its terms or having become illegal or non- compliant with Applicable Laws or unenforceable for any reason or, if its performance has been injuncted or prevented by SEBI, any court or other judicial, statutory, government or regulatory body or tribunal having requisite authority and jurisdiction in this behalf, prior to the transfer of funds into the Public Issue Account in terms of Clause 3.2.3.1;
(h) Failure to comply with the requirements of the number of Allottees in the Issue being at least 1,000 or minimum subscription of 90% of the Fresh Issue (“Minimum Subscription Failure”);
(i) Failure to comply with the requirements of allotment of at least such number of Equity Shares in the Issue as prescribed under Rule 19(2)(b) of the Securities Contracts (RegulationRegulations) Rules, 1957 have not been Allotted in the Issue(“SCRR”);
(viij) non-receipt by the Company of minimum 90% subscription in the Fresh Issue;
(viii) the Underwriting Agreement not having been executed on or prior to the Drop Dead Date, unless extended by the BRLM;
(ix) non-receipt of regulatory approvals in a timely manner in accordance with Applicable Law, including failure Any of the Company to receive Engagement Letter, the listing and trading approvals from the Stock Exchange within the time period prescribed under Applicable Law or such other date as may be agreed upon by the Company and the BRLM;
(x) any of Issue Agreement and/or the Underwriting Agreement (after its execution), ) is rescinded or terminated against all the Engagement Letter or BRLM/Underwriters (as the Issue Agreement is terminated case may be) in accordance with its terms or becomes illegal or unenforceable for any reason or, in the event that its performance has been prevented by any Governmental Authority judicial, statutory, quasi-judicial, administrative and/or regulatory authority having requisite authority and jurisdiction in this behalf; or
(xik) such Such other event whatsoever, as may be mutually agreed upon upon, in writing, among the Company and the BRLM in writingBRLM.
3.2.1.2. The BRLM shall, on the receipt On becoming aware of the relevant information from the Company, as the case may be, regarding such an event, intimate in writing to the Escrow Collection Bank, the Refund Bank, the Public Issue Account Bank, the Sponsor Bank and the Registrar to the Issue (with a copy to the Company), of the occurrence of any event specified in Clause 3.2.1.1 of this Agreement (in the form specified in Annexure B); provided that, on becoming aware of or upon receipt of the information from the Company of Company, the event specified BRLM shall intimate in Clause 3.2.1.1(vii) in relation to minimum subscription requirement writing (in the Issue (“Minimum Subscription Amount Failure”) or Clause 3.2.1.1(ixform provided in Schedule IX) to the extent Banker to the Issue and the Registrar of the occurrence of such event, with a copy to the Company. Provided that there is failure to obtain listing and trading approval from in the event of a Minimum Subscription Failure or a Stock Exchange (“Listing Approval Failure”)Refusal, the BRLM shall as soon as reasonably possible and in any event, on the same day, intimate in writing (in the form provided in Annexure BSchedule IX) to the Escrow Collection Bank, Refund Bank, Public Issue Account Bank, the Sponsor Bank and the Registrar to the Issue of the occurrence of such event, with a copy to the Company.
3.2.1.3. On Upon receipt of an intimation of the failure of the Issue from the BRLM in accordance with writing as per Clause 3.2.1.2 of this Agreement:▇.
(a) The Escrow Collection Bank or the Public Issue Account Bank, as the case may be, shall, forthwith, on the same day, and in any case, not later than one Working Day from the receipt of such written intimation from the BRLM, transfer, with notice to the BRLM, and the Company, any amounts standing to the credit of the Escrow Accounts or Public Issue Account, as the case may be, to the Refund Account held with the Refund Bank, in accordance with the direction received from the BRLM in the prescribed form set out in Schedule
(b) Subject to Applicable Law, the Registrar to the Issue shall forthwith, but within not later than one (1) Working Day from such receipt, following after receipt of the intimation as per Clause 3.2.1.2 above and the reconciliation of accounts with the Escrow Collection Bank or the Public Issue Account Bank, as applicablethe case may be, provide to the Escrow Collection Bank, the Public Issue Account BankBRLM, the Refund Bank, the Sponsor BankBanks, the BRLMSCSBs, the Company, (i) Company a list of Beneficiaries and the amounts to be refunded by the Refund Bank from the Refund Account to such Beneficiaries (in the format specified in Annexure C), and/or (ii) and a list of ASBA Bidders for unblocking the ASBA Accounts, Accounts including accounts blocked through the UPI mechanism, as applicable, provided . Provided that in the event of a Minimum Subscription Amount Failure or Listing Approval Failurea Stock Exchange Refusal, the Registrar to the Issue shall forthwith undertake the reconciliation of accounts on the same day that the Escrow Collection Bank transfers any amounts standing to the credit of the Escrow Accounts to the Refund Account held with the Refund Bank as per Clause 3.2.1.3(b3.2.1.3(a) above, and the Registrar to the Issue shall, on the same day provide the list of Beneficiaries beneficiaries to the BRLM, the Refund Bank, the Sponsor Bank Banks, the SCSBs and the Company, and the amounts to be refunded by the Refund Bank to such Beneficiaries and/or and a list of ASBA Bidders for unblocking the ASBA Accounts including accounts blocked through the UPI mechanism, as applicable. The Registrar to the Issue shall prepare and deliver to the Company an estimate of the stationery that will be required for printing the refund intimations. The Company shall, within one (1) Working Day of the receipt of the list of Beneficiaries and the amounts to be refunded thereto, prepare and deliver the requisite stationery for printing of refund intimations to the Registrar to the Issue’s office, who in turn shall immediately dispatch such intimations to the respective Bidders and in any event no later than the time period specified in this regard in the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus. The Registrar to the Issue and the Banker to the Issue agree agrees to be bound by any such instructions from the BRLM and also agree agrees to render all requisite cooperation and assistance in this regard. The Refund Bank confirms that it has the required technology and processes to ensure that refunds Refunds made pursuant to the failure of the Issue in accordance with as per Clause 3.2.1.1 of this Agreement3.2.1.1, shall be credited in accordance with the instructions received from the Registrar to the Issue only to (ai) the bank account of the Bidder from which the Bid Amount was remitted to the Escrow Collection Bank for Anchor Investors and unblocked in the same ASBA Accounts, including accounts blocked through the UPI mechanism, as applicable, in case of ASBA BiddersBank, in accordance with Rule 11 of the Companies (Prospectus and Allotment of Securities) Rules, 20142014 in case of Anchor Investors, and in case of ASBA Bidders, such amount shall be unblocked in the same ASBA Account; (bii) the respective bank accounts of the Bidders, in case the amounts have been transferred to the Refund Account from the Public Issue Account; and (iii) if applicable, the bank account of the Underwriter Underwriters or any other person in respect of any amounts deposited by the Underwriter Underwriters or any other person in the relevant Escrow Account pursuant to any underwriting obligations in terms of the Underwriting Agreement. The Registrar further acknowledges the liability of the Company to pay interest for delayed issue of refunds in accordance with the SEBI ICDR Regulations and other Applicable Lawsapplicable SEBI circulars, including the March 31 SEBI Refund Circular Circular, and shall accordingly provide all assistance in this regard in terms of the UPI Circulars, including Circulars and the March 31 SEBI Refund Circular, to ensure that the refunds are made within four (4) days in case of Minimum Subscription Amount Failure or and Stock Exchange Refusal. The Refund Bank confirms that it has the Listing Approval Failurerequired technology and processes to ensure that refunds are made pursuant to the failure of the Issue in accordance with Clause 3.2.1.1 of this Agreement.
(bc) The Registrar to the Issue, together with the BRLM, shall forthwith but within the same Working Day, instruct the Escrow Collection Bank to transfer any amounts standing to the credit of the Escrow Accounts or the Public Issue Account, as applicable, to the Refund Account (with a copy to the Refund Bank, the Company) (in the form specified in Annexure D). The Escrow Collection Bank shall, after notice to the Company forthwith but not later than one (1) Working Day from receipt of the notice under Clause 3.2.1.2, ensure the transfer of such amounts standing to the credit of the Escrow Accounts or the Public Issue Account, as applicable to the Refund Account as directed by the Registrar to the Issue and the BRLM; provided that in the event of a Minimum Subscription Amount Failure or a Listing Approval Failure, the Escrow Collection Bank shall forthwith, on the same Working Day, or in the event the intimation is received post Banking Hours, on the immediate next Working Day, transfer, with notice to the BRLM and the Company any amounts standing to the credit of the Escrow Accounts to the Refund Account held with the Refund Bank.
3.2.1.4. The Refund Bank shall, upon forthwith but no later than one Working Day of the receipt of the list of Beneficiaries and along with the amounts to be refunded to such Beneficiaries in accordance thereto, with Clause 3.2.1.3 (a) of this Agreement, after notice to the Company and BRLM, transfer the Company forthwith but not later than one (1) Working Day from the date of transfer of amounts from the Escrow Accounts, ensure the transfer of any amounts standing to the credit of the Refund Account requisite amount to the account of the Beneficiaries, in accordance with the list of Beneficiaries as directed by (and the refund amount mentioned therein) received from the Registrar pursuant to the Issue in the form specified in Annexure C, provided sub-clause (b) above. Provided that, in the event of a Minimum Subscription Amount Failure or a Listing Approval FailureStock Exchange Refusal, the Refund Bank shall forthwith transfer the requisite amounts as provided herein on the same Working Day as the date of on receipt of the list of Beneficiariesbeneficiaries, or if such list of Beneficiaries beneficiaries is received post Banking Hoursbanking hours, on the immediately following Working Day. The Refund Bank shall provide the details of the UTR/control numbers of such remittances to the Registrar to the Issue on the same day if the instruction is received before 4:00 p.m. I.S.T. Such Anchor Investors Beneficiaries will be sent a letter through electronic mail on the date of the remittance and through registered post by the Registrar to the Issue informing them about the mode of credit of refund within one (1) Working Day after the remittance date. In the event of any returns/rejects from NACH/NEFT/RTGS/NACH/direct RTGS /direct credit, the Refund Bank shall inform the BRLM Book Running Lead Manager forthwith and arrange for such refunds to be made through issue and immediate delivery of demand drafts if requested by the Bidder and/or the BRLMBook Running Lead Manager. The Refund Bank shall act in accordance with the written instructions of the BRLM Book Running Lead Manager for issuances the issuance of these instruments. Physical refunds (if any) shall also be the responsibility of the Refund Bank. Beneficiaries will also be sent a letter by the Registrar, through ordinary post informing them about the mode of credit of refund within (6) six Working Days after the Bid/ Issue Closing Date by the Registrar. The entire process Refund Bank shall within (2) two Working Days, prepare and deliver the requisite stationery for printing of refunds refund warrants to the Registrar, who in turn shall be completed within immediately dispatch such period of time as required under Applicable Lawrefund warrants to the respective Beneficiaries and in any event no later than (6) six Working Days from the Bid/Issue Closing Date.
3.2.1.5. The (d) Save and except for the terms and conditions of this Agreement and the Offer Documents, the Escrow Collection Bank, the Public Issue Account Bank, the Refund Bank and the Sponsor Bank Banks shall not be discharged bound by the provisions of all their legal obligations under any other agreement or arrangement among the other Parties to this Agreement only if they have acted bona fide and in good faith and in accordance with to which the terms of this AgreementEscrow Collection Bank, the Red ▇▇▇▇▇▇▇ ProspectusPublic Issue Account Bank, the ProspectusRefund Bank and the Sponsor Bank, applicable SEBI Regulations respectively, are not a party.
(e) Each of the Registrar, the Escrow Collection Bank, Public Issue Account Bank, Sponsor Bank, and the Refund Bank agree to be bound by any other Applicable Lawinstructions in writing from the BRLM and also agree to render all requisite cooperation and assistance required in this regard.
Appears in 1 contract
Failure of the Issue. 3.2.1.1. 3.1.5.1 The Issue shall be deemed to have failed in the event of the occurrence of any one of the following events:events ("Event of Failure”):
(ia) the Bank, in consultation with the Book Running Lead Managers, withdraws the Issue prior to the execution of the Underwriting Agreement in accordance with the Issue Agreement or the Red ▇▇▇▇▇▇▇ Prospectus;
(b) any event due to which the process of Bidding or the acceptance of Bids cannot start, including the Bid/ Bid/Issue Opening Date not taking place for any reason within 12 months from the date of the receipt of the final observations from SEBI on the Draft Red ▇▇▇▇▇▇▇ Prospectus, for any reason, whatsoever;
(ii) the RoC Filing not having occurred on or prior to the Drop Dead Date for any reason;
(iiic) the Issue becomes illegal or non-compliant with Applicable Law, or is injuncted or prevented from completion, or is non-compliant with Applicable Law or otherwise rendered infructuous or unenforceable, including unenforceable pursuant to any Applicable Law or pursuant to any order or direction passed by any Governmental Authority or any tribunal or stock exchange having requisite authority and jurisdiction over the Issue;
(ivd) in accordance with Regulation 268 of the ICDR Regulations, the minimum number of Allottees to whom the Equity Shares are Allotted pursuant to the Issue is less than 50 (Fifty).
(v) the declaration of the intention of the Company in consultation with the BRLM, to withdraw and/or cancel and/or abandon the Issue at any time after the Bid/ Issue Opening Date until the Designated Date;
(vi) the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957 have not been Allotted in the Issue;
(vii) non-receipt by the Company of minimum 90% subscription in the Fresh Issue;
(viii) the Underwriting Agreement not having been executed on or prior to the Drop Dead Date, unless extended by the BRLM;
(ix) non-receipt non -receipt of regulatory approvals approvals, in a timely manner in accordance with Applicable LawLaw or at all including, including failure of the Company to receive the final listing and trading approvals approval from each of the Stock Exchange Exchanges within the time period prescribed under Applicable Law or such other date as may be agreed upon by the Company Bank and the BRLMBRLMs;
(xe) the RoC Filing not being completed on or prior to the Drop Dead Date for any of reason;
(f) the Underwriting Agreement (after its executionif executed), the Engagement Letter or the Issue Agreement is or the Fee Letter being terminated in accordance with its terms or becomes having become illegal or unenforceable for any reason or, in the event that its non-compliant with Applicable Law or their performance has been prevented injuncted or prevented by SEBI, any Governmental Authority court or other judicial, statutory or regulatory body or tribunal having requisite authority and jurisdiction in this behalf; or, prior to the transfer of funds into the Public Issue Account, in accordance with the terms of the Agreement;
(xig) non-receipt of minimum subscription of 90% of the Issue in accordance with Regulation 45(1) of the SEBI ICDR Regulations;
(h) non-allotment of not less than 75% of the Net Issue to the QIBs to meet the conditions as provided under the SEBI ICDR Regulations;
(i) In accordance with Regulation 49(1) of the SEBI ICDR Regulations, the number of Allottees being less than 1,000 (one thousand);
(j) there is insufficient subscription in the Issue for complying with the requirement for minimum public shareholding, as prescribed under Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended;
(k) The Underwriting Agreement is not executed on or prior to RoC Filing, unless the date is extended by the BRLMs, and the Bank in writing; and
(l) such other event whatsoever, as may be mutually agreed upon among the Company Bank and the BRLM BRLMs, in writing.
3.2.1.2. The BRLM shall, on the receipt of the relevant information from the Company, as the case may be, regarding such an event, intimate in writing to the Escrow Collection Bank, the Refund Bank, the Public Issue Account Bank, the Sponsor Bank and the Registrar to the Issue (with a copy to the Company), of the occurrence of any event specified in Clause 3.2.1.1 of this Agreement (in the form specified in Annexure B); provided that, on becoming aware of or upon receipt of the information from the Company of the event specified in Clause 3.2.1.1(vii) in relation to minimum subscription requirement in the Issue (“Minimum Subscription Amount Failure”) or Clause 3.2.1.1(ix) to the extent that there is failure to obtain listing and trading approval from the Stock Exchange (“Listing Approval Failure”), the BRLM shall as soon as reasonably possible and in any event, on the same day, intimate in writing (in the form provided in Annexure B) to the Escrow Collection Bank, Refund Bank, Public Issue Account Bank, the Sponsor Bank and the Registrar to the Issue of the occurrence of such event, with a copy to the Company.
3.2.1.3. On receipt of intimation of the failure of the Issue from the BRLM in accordance with Clause 3.2.1.2 of this Agreement:
(a) Subject to Applicable Law, Registrar to the Issue shall forthwith, but within one (1) Working Day from such receipt, following the reconciliation of accounts with the Escrow Collection Bank or Public Issue Account Bank, as applicable, provide to the Escrow Collection Bank, the Public Issue Account Bank, the Refund Bank, the Sponsor Bank, the BRLM, the Company, (i) a list of Beneficiaries and the amounts to be refunded by the Refund Bank from the Refund Account to such Beneficiaries (in the format specified in Annexure C), and/or (ii) a list of ASBA Bidders for unblocking the ASBA Accounts, including accounts blocked through the UPI mechanism, as applicable, provided that in the event of a Minimum Subscription Amount Failure or Listing Approval Failure, the Registrar to the Issue shall forthwith undertake the reconciliation of accounts on the same day that the Escrow Collection Bank transfers any amounts standing to the credit of the Escrow Accounts to the Refund Account held with the Refund Bank as per Clause 3.2.1.3(b) and the Registrar to the Issue shall, on the same day provide the list of Beneficiaries to the BRLM, the Refund Bank, the Sponsor Bank and the Company, and the amounts to be refunded by the Refund Bank to such Beneficiaries and/or a list of ASBA Bidders for unblocking the ASBA Accounts including accounts blocked through the UPI mechanism, as applicable. The Registrar to the Issue shall prepare and deliver to the Company an estimate of the stationery that will be required for printing the refund intimations. The Company shall, within one (1) Working Day of the receipt of the list of Beneficiaries and the amounts to be refunded thereto, prepare and deliver the requisite stationery for printing of refund intimations to the Registrar to the Issue’s office, who in turn shall immediately dispatch such intimations to the respective Bidders and in any event no later than the time period specified in this regard in the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus. The Registrar to the Issue and the Banker to the Issue agree to be bound by any instructions from the BRLM and also agree to render all requisite cooperation and assistance in this regard. The Refund Bank confirms that it has the required technology and processes to ensure that refunds made pursuant to the failure of the Issue in accordance with Clause 3.2.1.1 of this Agreement, shall be credited in accordance with the instructions received from the Registrar to the Issue only to (a) the bank account of the Bidder from which the Bid Amount was remitted to the Escrow Collection Bank for Anchor Investors and unblocked in the same ASBA Accounts, including accounts blocked through the UPI mechanism, as applicable, in case of ASBA Bidders, in accordance with Rule 11 of the Companies (Prospectus and Allotment of Securities) Rules, 2014, and (b) the bank account of the Underwriter or any other person in respect of any amounts deposited by the Underwriter or any other person in the relevant Escrow Account pursuant to any underwriting obligations in terms of the Underwriting Agreement. The Registrar further acknowledges the liability of the Company to pay interest for delayed issue of refunds in accordance with the ICDR Regulations and other Applicable Laws, including the March 31 Refund Circular and shall accordingly provide all assistance in this regard in terms of the UPI Circulars, including the March 31 Refund Circular, to ensure that the refunds are made within four (4) days in case of Minimum Subscription Amount Failure or the Listing Approval Failure.
(b) The Registrar to the Issue, together with the BRLM, shall forthwith but within the same Working Day, instruct the Escrow Collection Bank to transfer any amounts standing to the credit of the Escrow Accounts or the Public Issue Account, as applicable, to the Refund Account (with a copy to the Refund Bank, the Company) (in the form specified in Annexure D). The Escrow Collection Bank shall, after notice to the Company forthwith but not later than one (1) Working Day from receipt of the notice under Clause 3.2.1.2, ensure the transfer of such amounts standing to the credit of the Escrow Accounts or the Public Issue Account, as applicable to the Refund Account as directed by the Registrar to the Issue and the BRLM; provided that in the event of a Minimum Subscription Amount Failure or a Listing Approval Failure, the Escrow Collection Bank shall forthwith, on the same Working Day, or in the event the intimation is received post Banking Hours, on the immediate next Working Day, transfer, with notice to the BRLM and the Company any amounts standing to the credit of the Escrow Accounts to the Refund Account held with the Refund Bank.
3.2.1.4. The Refund Bank shall, upon receipt of the list of Beneficiaries and the amounts to be refunded to such Beneficiaries in accordance with Clause 3.2.1.3 (a) of this Agreement, after notice to the BRLM, the Company forthwith but not later than one (1) Working Day from the date of transfer of amounts from the Escrow Accounts, ensure the transfer of any amounts standing to the credit of the Refund Account to the account of the Beneficiaries as directed by the Registrar to the Issue in the form specified in Annexure C, provided that, in the event of a Minimum Subscription Amount Failure or a Listing Approval Failure, the Refund Bank shall forthwith transfer the requisite amounts as provided herein on the same Working Day as the date of receipt of the list of Beneficiaries, or if such list of Beneficiaries is received post Banking Hours, on the immediately following Working Day. The Refund Bank shall provide the details of the UTR/control numbers of such remittances to the Registrar to the Issue on the same day if the instruction is received before 4:00 p.m. I.S.T. Such Anchor Investors will be sent a letter through electronic mail on the date of the remittance and through registered post by the Registrar to the Issue informing them about the mode of credit of refund within one (1) Working Day after the remittance date. In the event of any returns/rejects from NEFT/RTGS/NACH/direct credit, the Refund Bank shall inform the BRLM forthwith and arrange for such refunds to be made through issue and immediate delivery of demand drafts if requested by the Bidder and/or the BRLM. The Refund Bank shall act in accordance with the instructions of the BRLM for issuances of these instruments. The entire process of refunds shall be completed within such period of time as required under Applicable Law.
3.2.1.5. The Escrow Collection Bank, the Public Issue Account Bank, the Refund Bank and the Sponsor Bank shall be discharged of all their legal obligations under this Agreement only if they have acted bona fide and in good faith and in accordance with the terms of this Agreement, the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus, applicable SEBI Regulations and any other Applicable Law.
Appears in 1 contract
Failure of the Issue. 3.2.1.1. The Issue shall be deemed to have failed in the event of the occurrence of any one of the following events:
(ia) any event due to which the process of Bidding or the acceptance of Bids cannot start, including the Issue not opening on the Bid/ Issue Opening Date not taking place or any other revised date agreed between the Parties for any reason;
(ii) the RoC Filing not having occurred on or prior to the Drop Dead Date for any reason;
(iii) the Issue becomes illegal or is injuncted or prevented from completion, or is non-compliant with Applicable Law or otherwise rendered infructuous or unenforceable, including pursuant to any order or direction passed by any Governmental Authority or any tribunal or stock exchange having requisite authority and jurisdiction over the Issue;
(iv) in accordance with Regulation 268 of the ICDR Regulations, the minimum number of Allottees to whom the Equity Shares are Allotted pursuant to the Issue is less than 50 (Fifty).
(vb) the declaration of the intention of the Company in consultation with the BRLM, to withdraw and/or and/ or cancel and/or abandon the Issue at any time after the Bid/ Issue Opening Date until the Designated Date;
(vic) The Issue shall have become illegal or, shall have been injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable, including pursuant to any Applicable Law or order or direction passed by any judicial, statutory or regulatory authority having requisite authority and jurisdiction over the Issue;
(d) Non-receipt of any regulatory approvals which can result into a material adverse change, in a timely manner in accordance with the Applicable Laws or at all, including, the listing and trading approval;
(e) The Underwriting Agreement, if executed, or the Issue Agreement or the Engagement Letters being terminated in accordance with its terms or having become illegal or unenforceable for any reason or, non-compliant with Applicable Laws or, if its performance has been prevented by SEBI, any court or other judicial, statutory or regulatory body or tribunal having requisite authority and jurisdiction in this behalf;
(f) The number of Allottees being less than 1,000;
(g) The RoC Filing not being completed on or prior to the Drop Dead Date for any reason;
(h) Non-receipt by the Company of minimum subscription of 90% in the Issue;
(i) The Underwriting Agreement is not executed on or prior to RoC Filing, unless the date is extended by the BRLM;
(j) The requirement for allotment of the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the Securities Contracts (Regulation) Regulation Rules, 1957 have 1957, as amended, is not been Allotted in the Issue;
(vii) non-receipt by the Company of minimum 90% subscription in the Fresh Issue;
(viii) the Underwriting Agreement not having been executed on or prior to the Drop Dead Date, unless extended by the BRLM;
(ix) non-receipt of regulatory approvals in a timely manner in accordance with Applicable Law, including failure of the Company to receive the listing and trading approvals from the Stock Exchange within the time period prescribed under Applicable Law or such other date as may be agreed upon by the Company and the BRLM;
(x) any of the Underwriting Agreement (after its execution), the Engagement Letter or the Issue Agreement is terminated in accordance with its terms or becomes illegal or unenforceable for any reason or, in the event that its performance has been prevented by any Governmental Authority having requisite authority and jurisdiction in this behalffulfilled; or
(xik) such Such other event whatsoever, as may be mutually agreed upon among the Company and the BRLM in writingBRLM.
3.2.1.2. The BRLM shallshall intimate in writing to the Escrow Collection Bank and/or the Public Issue Account Bank and/or the Refund Bank and or the Sponsor Bank, on as appropriate, and the Registrar of the occurrence of any of the following, in the form prescribed (as set out in Schedule I hereto):
(a) An event specified in Clause 3.2.1.1, following the receipt of the relevant information from the Company, as the case may be, regarding such an event, intimate in writing to the Escrow Collection Bank, the Refund Bank, the Public Issue Account Bank, the Sponsor Bank and the Registrar to the Issue Company and/or
(with a copy to the Company), of the occurrence of any b) An event specified in Clause 3.2.1.1 of 12, if the BRLM chose to terminate this Agreement Agreement.
(in the form specified in Annexure B); provided thata) The Escrow Collection Bank shall, on becoming aware of or upon receipt of the information from the Company of the event specified in Clause 3.2.1.1(vii) in relation to minimum subscription requirement in the Issue (“Minimum Subscription Amount Failure”) or Clause 3.2.1.1(ix) to the extent that there is failure to obtain listing and trading approval from the Stock Exchange (“Listing Approval Failure”), the BRLM shall as soon as reasonably possible and in any event, on the same day, intimate in writing (in the form provided in Annexure B) to the Escrow Collection Bank, Refund Bank, Public Issue Account Bank, the Sponsor Bank and the Registrar to the Issue of the occurrence of such event, with a copy to the Company.
3.2.1.3. On receipt of an intimation of the failure of the Issue from the BRLM in accordance with writing as per Clause 3.2.1.2 of this Agreement:
(a) Subject to Applicable Law3.2.1.2, Registrar after notice to the Issue shall forthwithRegistrar, but within BRLM and the Company forthwith on the same Working Day (for instructions issued during the business hours) and in any case not later than one (1) Working Day from such receipt, following the reconciliation receipt of accounts with the Escrow Collection Bank or Public Issue Account Bank, as applicable, provide to the Escrow Collection Bank, the Public Issue Account Bank, the Refund Bank, the Sponsor Bank, written intimation from the BRLM, the Company, (i) a list of Beneficiaries and the amounts to be refunded by the Refund Bank from the Refund Account to such Beneficiaries (in the format specified in Annexure C), and/or (ii) a list of ASBA Bidders for unblocking the ASBA Accounts, including accounts blocked through the UPI mechanism, as applicable, provided that in the event of a Minimum Subscription Amount Failure or Listing Approval Failure, the Registrar to the Issue shall forthwith undertake the reconciliation of accounts on the same day that the Escrow Collection Bank transfers any amounts standing to the credit of the Escrow Accounts to the Refund Account held with the Refund Bank as per Clause 3.2.1.3(b) and the Registrar to the Issue shall, on the same day provide the list of Beneficiaries to the BRLM, the Refund Bank, the Sponsor Bank and the Company, and the amounts to be refunded by the Refund Bank to such Beneficiaries and/or a list of ASBA Bidders for unblocking the ASBA Accounts including accounts blocked through the UPI mechanism, as applicable. The Registrar to the Issue shall prepare and deliver to the Company an estimate of the stationery that will be required for printing the refund intimations. The Company shall, within one (1) Working Day of the receipt of the list of Beneficiaries and the amounts to be refunded thereto, prepare and deliver the requisite stationery for printing of refund intimations to the Registrar to the Issue’s office, who in turn shall immediately dispatch such intimations to the respective Bidders and in any event no later than the time period specified in this regard in the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus. The Registrar to the Issue and the Banker to the Issue agree to be bound by any instructions from the BRLM and also agree to render all requisite cooperation and assistance in this regard. The Refund Bank confirms that it has the required technology and processes to ensure that refunds made pursuant to the failure of the Issue in accordance with Clause 3.2.1.1 of this Agreement, shall be credited in accordance with the instructions received from the Registrar to the Issue only to (a) the bank account of the Bidder from which the Bid Amount was remitted to the Escrow Collection Bank for Anchor Investors and unblocked in the same ASBA Accounts, including accounts blocked through the UPI mechanism, as applicable, in case of ASBA Bidders, in accordance with Rule 11 of the Companies (Prospectus and Allotment of Securities) Rules, 2014, and (b) the bank account of the Underwriter or any other person in respect of any amounts deposited by the Underwriter or any other person in the relevant Escrow Account pursuant to any underwriting obligations in terms of the Underwriting Agreement. The Registrar further acknowledges the liability of the Company to pay interest for delayed issue of refunds in accordance with the ICDR Regulations and other Applicable Laws, including the March 31 Refund Circular and shall accordingly provide all assistance in this regard in terms of the UPI Circulars, including the March 31 Refund Circular, to ensure that the refunds are made within four (4) days in case of Minimum Subscription Amount Failure or the Listing Approval Failure.
(b) The Registrar to the Issue, together with the BRLM, shall forthwith but within the same Working Day, instruct the Escrow Collection Bank to transfer any amounts standing to the credit of the Escrow Accounts or the Public Issue Account, as applicable, to the Refund Account (with a copy to the Refund Bank, the Company) (in the form specified in Annexure D). The Escrow Collection Bank shall, after notice to the Company forthwith but not later than one (1) Working Day from receipt of the notice under Clause 3.2.1.2, ensure the transfer of such amounts standing to the credit of the Escrow Accounts or the Public Issue Account, as applicable to the Refund Account as directed by the Registrar to the Issue and the BRLM; provided that in the event of a Minimum Subscription Amount Failure or a Listing Approval Failure, the Escrow Collection Bank shall forthwith, on the same Working Day, or in the event the intimation is received post Banking Hours, on the immediate next Working Day, transfer, with notice to the BRLM and the Company any amounts standing to the credit of the Escrow Accounts to the Refund Account held with the Refund Bank.
3.2.1.4. The Refund Bank shall, upon (b) On receipt of the list of Beneficiaries and the amounts to be refunded to such Beneficiaries in accordance with Clause 3.2.1.3 (a) of this Agreement, after notice to the BRLM, the Company forthwith but not later than one (1) Working Day intimation from the date of transfer of amounts from the Escrow Accounts, ensure the transfer of any amounts standing to the credit BRLM of the Refund Account to the account failure of the Beneficiaries Issue as directed by the Registrar to the Issue in the form specified in Annexure C, provided that, in the event of a Minimum Subscription Amount Failure or a Listing Approval Failure, the Refund Bank shall forthwith transfer the requisite amounts as provided herein on the same Working Day as the date of receipt of the list of Beneficiaries, or if such list of Beneficiaries is received post Banking Hours, on the immediately following Working Day. The Refund Bank shall provide the details of the UTR/control numbers of such remittances to the Registrar to the Issue on the same day if the instruction is received before 4:00 p.m. I.S.T. Such Anchor Investors will be sent a letter through electronic mail on the date of the remittance and through registered post by the Registrar to the Issue informing them about the mode of credit of refund within one (1) Working Day after the remittance date. In the event of any returns/rejects from NEFT/RTGS/NACH/direct credit, the Refund Bank shall inform the BRLM forthwith and arrange for such refunds to be made through issue and immediate delivery of demand drafts if requested by the Bidder and/or the BRLM. The Refund Bank shall act in accordance with the instructions of the BRLM for issuances of these instruments. The entire process of refunds shall be completed within such period of time as required under Applicable Lawper Clause 3.
3.2.1.5. The Escrow Collection Bank, the Public Issue Account Bank, the Refund Bank and the Sponsor Bank shall be discharged of all their legal obligations under this Agreement only if they have acted bona fide and in good faith and in accordance with the terms of this Agreement, the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus, applicable SEBI Regulations and any other Applicable Law.
Appears in 1 contract
Sources: Escrow and Sponsor Bank Agreement
Failure of the Issue. 3.2.1.1. The Issue shall be deemed to have failed in the event of the occurrence of any one of the following events:
(ia) any Any event due to which the process of Bidding bidding or the acceptance of Bids cannot startstart for any reason, including on or before the Bid/ Issue Opening Date not taking place for or any reasonother revised date agreed between the Parties;
(iib) the The RoC Filing shall not having occurred on or have been completed prior to the Drop Dead Date for any reason;
(iiic) the The Issue becomes illegal or is shall have become illegal, non-compliant with Applicable Law or, shall have been injuncted or prevented from completion, or is non-compliant with Applicable Law or otherwise rendered infructuous or unenforceable, including pursuant to by any order or direction directions passed by SEBI, any Governmental Authority court or any tribunal other tribunal, judicial, statutory, regulatory or stock exchange government authority or body having requisite authority and jurisdiction over the Issue, including, without limitation, refusal by a Stock Exchange to grant the listing and trading approval or non-disposition of an application for a listing and trading approval by a Stock Exchange within the period specified under Applicable Law;
(ivd) in accordance with Regulation 268 of the ICDR Regulations, the minimum number of Allottees to whom the Equity Shares are Allotted pursuant to the Issue is less than 50 (Fifty).
(v) the The declaration of the intention of the Company in consultation with the BRLM, Book Running Lead Manager to withdraw and/or and/ or cancel and/or abandon the Issue at any time after the Bid/ Issue Opening Date until the Designated Datedate of Allotment;
e) Failure to enter into the Underwriting Agreement on or prior to the RoC Filing unless such date is otherwise extended in writing by the parties to the Underwriting Agreement or the Underwriting Agreement being terminated in accordance with its terms or having become illegal or non-compliant with Applicable Law or unenforceable for any reason or, if its performance has been injuncted or prevented by SEBI, any court or other judicial, statutory, government or regulatory body or tribunal having requisite authority and jurisdiction in this behalf, prior to the transfer of funds into the Public Issue Account in terms of Clause 3.2.3.1;
f) The prospective number of Allottees being less than 1,000;
g) any of the Fee Letter, the Issue Agreement or the Underwriting Agreement (viafter its execution) is terminated against all the Book Running Lead Manager/Underwriters (as the case may be) in accordance with its terms or becomes illegal or unenforceable for any reason or, in the event that its performance has been prevented by any judicial, statutory or regulatory authority having requisite authority and jurisdiction in this behalf;
h) non-receipt of any regulatory approvals in a timely manner in accordance with Applicable Law or at all, including, the listing and trading approval;
i) the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957 have not been Allotted in the Issue;
(vii) non-receipt by the Company of minimum 90% subscription in the Fresh Issue;
(viii) the Underwriting Agreement not having been executed on or prior to the Drop Dead Date, unless extended by the BRLM;
(ix) non-receipt of regulatory approvals in a timely manner in accordance with Applicable Law, including failure of the Company to receive the listing and trading approvals from the Stock Exchange within the time period prescribed under Applicable Law or such other date as may be agreed upon by the Company and the BRLM;
(x) any of the Underwriting Agreement (after its execution), the Engagement Letter or the Issue Agreement is terminated in accordance with its terms or becomes illegal or unenforceable for any reason or, in the event that its performance has been prevented by any Governmental Authority having requisite authority and jurisdiction in this behalf; or
(xij) such other event whatsoever, as may be mutually agreed upon among amongst the Company and the BRLM in writingBook Running Lead Manager, or as required under Applicable Law.
3.2.1.2. The BRLM shall, on the receipt On becoming aware of the relevant information from the Company, as the case may be, regarding such an event, intimate in writing to the Escrow Collection Bank, the Refund Bank, the Public Issue Account Bank, the Sponsor Bank and the Registrar to the Issue (with a copy to the Company), of the occurrence of any event specified in Clause 3.2.1.1 of this Agreement (in the form specified in Annexure B); provided that, on becoming aware of or 3.2.1.1. upon receipt of the information from the Company Company, the Book Running Lead Manager shall intimate in writing (in the form provided in Schedule I) to the Bankers to the Issue and the Registrar of the occurrence of such event, with a copy to the Company. Provided that, on becoming aware of the event specified in Clause 3.2.1.1(vii) in relation to minimum subscription requirement in the Issue 3.2.1.1 (“Minimum Subscription Amount Failure”) or Clause 3.2.1.1(ixc) to the extent that there is failure refusal by Stock Exchange to obtain grant listing and trading approval from the (“Stock Exchange (“Listing Approval FailureRefusal”), the BRLM shall as soon as reasonably possible and in any eventBook Running Lead Manager shall, on the same day, intimate in writing (in the form provided in Annexure BSchedule I) to the Escrow Collection Bank, Refund Bank, Public Issue Account Bank, the Sponsor Bank and the Registrar to the Issue of the occurrence of such event, with a copy to the Company.
3.2.1.3. On Upon receipt of an intimation from the Book Running Lead Manager in writing as per Clause 3.
(a) The Escrow Collection Bank/Public Issue Account Bank, as the case may be, shall, forthwith, on the same day, and in any case, not later than one Working Day from the receipt of written intimation from the Book Running Lead Manager, transfer, with notice to the Book Running Lead Manager and the Company, any amounts standing to the credit of the failure of Escrow Accounts/Public Issue Account, as the Issue from case may be, to the BRLM Refund Accounts held with the Refund Bank, in accordance with Clause 3.2.1.2 the direction received from the Book Running Lead Manager in the prescribed form set out in Schedule I. Provided that in the event of this Agreement:a Stock Exchange Refusal, the Escrow Collection Bank shall, on the same Working Day, or in the event the intimation is received post banking hours, on the immediate next Working Day, transfer, with notice to the Book Running Lead Manager, the Company, any amounts standing to the credit of the Escrow Accounts to the Refund Account held with the Refund Bank, in accordance with the direction received from the Book Running Lead Manager in the prescribed form Schedule I.
(ab) Subject to Applicable Law, the Registrar to the Issue shall forthwith, but within not later than one (1) Working Day from such receipt, following after receipt of the intimation as per Clause 3.2.1.2. above and the reconciliation of accounts with the Escrow Collection Bank or Bank/Public Issue Account Bank, as applicablethe case may be, provide to the Book Running Lead Manager, Escrow Collection Bank, the Public Issue Account Bank, the Refund Bank, the Sponsor Bank, the BRLM, Banks and the Company, (i) a list of Beneficiaries and the amounts to be refunded by the Refund Bank from the Refund Account to such Beneficiaries (in the format specified in Annexure C)Beneficiaries, and/or (ii) a list of ASBA Bidders for unblocking the ASBA Accounts, Accounts including accounts blocked through the UPI mechanism, as applicable, provided . Provided that in the event of a Minimum Subscription Amount Failure or Listing Approval FailureStock Exchange Refusal, the Registrar to the Issue and Escrow Collection Bank shall forthwith undertake the reconciliation of accounts on the same day that the Escrow Collection Bank transfers transfer any amounts standing to the credit of the Escrow Accounts to the Refund Account held with the Refund Bank as per this Clause 3.2.1.3(b) and the Registrar to the Issue shall, on the same day Working Day provide the list of Beneficiaries to the BRLMBook Running Lead Manager, the Refund Bank, the Sponsor Bank Banks and the Company, a list of Beneficiaries and the amounts to be refunded by the Refund Bank to such Beneficiaries and/or a list of ASBA Bidders for unblocking the ASBA Accounts including accounts blocked through the UPI mechanism, as applicable. The Registrar to the Issue shall prepare and deliver to the Company an estimate of the stationery that will be required for printing the refund intimations. The Accordingly, the Company shall, within one (1) Working Day of the receipt of the list of Beneficiaries and the amounts to be refunded thereto, prepare and deliver the requisite stationery for printing of refund intimations to the Registrar to the IssueRegistrar’s office, if required, who in turn shall immediately dispatch such intimations to the respective Bidders and in any event no later than the time period specified in this regard in the Red ▇▇▇▇▇▇▇ Prospectus, RHP and the Prospectus. The Registrar to the Issue and the Banker to the Issue agree to be bound by any instructions from the BRLM and also agree to render all requisite cooperation and assistance in this regard. The Refund Bank confirms that it has the required technology and processes to ensure that refunds Refunds made pursuant to the failure of the Issue in accordance with as per Clause 3.2.1.1 of this Agreement3.2.1.1, shall be credited in accordance with the instructions received from the Registrar to the Issue only to (ai) the bank account of the Bidder from which the Bid Amount was remitted to the Escrow Collection Bank for Anchor Investors and unblocked in the same ASBA Accounts, including accounts blocked through the UPI mechanism, as applicable, in case of ASBA BiddersBank, in accordance with Rule 11 of the Companies (Prospectus and Allotment of Securities) Rules, 20142014 in case of Anchor Investors, and in case of ASBA Bidders, such amount shall be unblocked in the same ASBA Account; and (bii) the respective bank accounts of the Bidders, in case the amounts have been transferred to the Refund Account from the Public Issue Account; and (iii) if applicable, the bank account of the Underwriter Underwriters or any other person in respect of any amounts deposited by the Underwriter Underwriters or any other person in the relevant Escrow Account pursuant to any underwriting obligations in terms of the Underwriting Agreement. The Registrar further acknowledges the liability of the Company to pay interest for delayed issue of refunds in accordance with the SEBI ICDR Regulations and other Applicable Lawsapplicable UPI circulars, including the March 31 Refund Circular and shall accordingly provide all assistance in this regard in terms of the UPI Circulars, including the March 31 Refund Circularregard, to ensure that the refunds are made within four days (4or such applicable time period as may be prescribed by SEBI) days in case of Minimum Subscription Amount Failure or the Listing Approval FailureStock Exchange Refusal.
(bc) The Registrar to the Issue, together with the BRLM, shall forthwith but within the same Working Day, instruct the Escrow Collection Bank to transfer any amounts standing to the credit of the Escrow Accounts or the Public Issue Account, as applicable, to the Refund Account (with a copy to the Refund Bank, the Company) (in the form specified in Annexure D). The Escrow Collection Bank shall, after notice to the Company forthwith but not later than one (1) Working Day from receipt of the notice under Clause 3.2.1.2, ensure the transfer of such amounts standing to the credit of the Escrow Accounts or the Public Issue Account, as applicable to the Refund Account as directed by the Registrar to the Issue and the BRLM; provided that in the event of a Minimum Subscription Amount Failure or a Listing Approval Failure, the Escrow Collection Bank shall forthwith, on the same Working Day, or in the event the intimation is received post Banking Hours, on the immediate next Working Day, transfer, with notice to the BRLM and the Company any amounts standing to the credit of the Escrow Accounts to the Refund Account held with the Refund Bank.
3.2.1.4. The Refund Bank shall, upon forthwith but no later than one Working Day of the receipt of the list of Beneficiaries and along with the amounts to be refunded to such Beneficiaries in accordance thereto, with Clause 3.2.1.3 (a) of this Agreement, after notice to the BRLM, Company and the Company forthwith but not later than one (1) Working Day from the date of transfer of amounts from the Escrow AccountsBook Running Lead Manager, ensure that the transfer of any amounts the requisite amount standing to the credit of the Refund Account to the account of the Beneficiaries, in accordance with the list of Beneficiaries as directed by (and the refund amount mentioned therein) received from the Registrar pursuant to the Issue in the form specified in Annexure C, provided sub-clause (b) above. Provided that, in the event of a Minimum Subscription Amount Failure or a Listing Approval FailureStock Exchange Refusal, the Refund Bank shall forthwith transfer the requisite amounts as provided herein on the same Working Day as the date of on receipt of the list of Beneficiaries, or if such list of Beneficiaries is received post Banking Hoursbanking hours, on the immediately following Working Day. The Refund Bank shall provide the details of the UTR/control numbers of such remittances to the Registrar to the Issue on the same day if the instruction is received before 4:00 p.m. I.S.T. Such Anchor Investors Beneficiaries will be sent a letter through electronic mail on the date of the remittance and through registered post by the Registrar to the Issue Registrar, through ordinary post informing them about the mode of credit of refund within one (1) three Working Day Days after the remittance date. In Bid/ Issue Closing Date, or any other period as prescribed under Applicable Law by the event Registrar.
(d) Save and except for the terms and conditions of any returns/rejects from NEFT/RTGS/NACH/direct creditthis Agreement and the Issue Documents, the Refund Bank shall inform the BRLM forthwith and arrange for such refunds to be made through issue and immediate delivery of demand drafts if requested by the Bidder and/or the BRLM. The Refund Bank shall act in accordance with the instructions of the BRLM for issuances of these instruments. The entire process of refunds shall be completed within such period of time as required under Applicable Law.
3.2.1.5. The Escrow Collection Bank, the Public Issue Account Bank, the Refund Bank and the Sponsor Bank Banks shall not be discharged bound by the provisions of all their legal obligations under any other agreement or arrangement among the other Parties to this Agreement only if to which they have acted bona fide and in good faith and in accordance with the terms of this Agreementare not a party.
(e) The Registrar, the Red ▇▇▇▇▇▇▇ ProspectusEscrow Collection Bank, Public Issue Account Bank, Sponsor Banks and the Prospectus, applicable SEBI Regulations Refund Bank agree to be bound by any instructions in writing from the Book Running Lead Manager and any other Applicable Lawalso agree to render all requisite cooperation and assistance in this regard.
Appears in 1 contract
Failure of the Issue. 3.2.1.1. (a) The Issue shall be deemed to have failed in the event of the occurrence of any of the following events:
(i) any event due to which the process of Bidding Applications cannot start on the dates mentioned in the Letter of Offer (including any revisions thereof) or the acceptance of Bids canIssue not start, including opening on the Bid/ Issue Opening Date not taking place or any other revised date agreed between the Parties for any reason;
(ii) the RoC Filing not having occurred on or prior to the Drop Dead Date for any reason;
(iii) the Issue becomes shall have become illegal or is non-compliant with Applicable Law or shall have been injuncted or prevented from completion, or is non-compliant with Applicable Law or otherwise rendered infructuous or unenforceable, including pursuant to Applicable Law or any order or direction passed by any Governmental Authority judicial, statutory or any tribunal or stock exchange regulatory authority having requisite authority and jurisdiction over the Issue;
(iv) in accordance with Regulation 268 of the ICDR Regulations, the minimum number of Allottees to whom the Equity Shares are Allotted pursuant to the Issue is less than 50 (Fifty).
(viii) the declaration of the intention of the Company Company, in consultation with the BRLMLead Manager, to withdraw and/or cancel and/or abandon the Issue at any time after the Bid/ Issue Opening Date until but prior to the Designated Transfer Date, subject to compliance with the SEBI ICDR Regulations and circulars issued thereunder;
(vi) the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957 have not been Allotted in the Issue;
(vii) non-receipt by the Company of minimum 90% subscription in the Fresh Issue;
(viii) the Underwriting Agreement not having been executed on or prior to the Drop Dead Date, unless extended by the BRLM;
(ixiv) non-receipt of any requisite regulatory approval in relation to the Issue, in a timely manner or at all, in accordance with the Applicable Laws or at all, including the refusal by a Stock Exchange to grant the final listing and trading approval or non- disposition of an application for a listing and trading approval by a Stock Exchange within the period specified under Applicable Laws;
(v) non-receipt of any regulatory approvals in a timely manner in accordance with the Applicable LawLaw or at all, including failure of the Company to receive including, the listing and trading approvals from the Stock Exchange within the time period prescribed under Applicable Law or approval; or
(vi) such other date event as may be agreed upon upon, in writing, by the Company and the BRLM;Lead Manager.
(xb) any of the Underwriting Agreement (after its execution), the Engagement Letter or the Issue Agreement is terminated in accordance with its terms or becomes illegal or unenforceable for any reason or, in the event that its performance has been prevented by any Governmental Authority having requisite authority and jurisdiction in this behalf; or
(xi) such other event whatsoever, as may be mutually agreed upon among the The Company and the BRLM in writing.
3.2.1.2. The BRLM Lead Manager shall, on the becoming aware of an event specified in Clause 3.1.2(a) or following receipt of the relevant information from the Company, as the case may be, regarding such an event, jointly, intimate in writing to the Escrow Collection Bank, Banker to the Refund Bank, the Public Issue Account Bank, the Sponsor Bank and the Registrar to the Issue (with a copy to the Company), of the occurrence of any event specified in Clause 3.2.1.1 of this Agreement (3.1.2(a), in the form specified manner as set forth in Annexure B); provided that, on becoming aware of or upon F.
(c) On receipt of the information written intimation, jointly from the Company of the event specified in Clause 3.2.1.1(vii) in relation to minimum subscription requirement in the Issue (“Minimum Subscription Amount Failure”) or Clause 3.2.1.1(ix) to the extent that there is failure to obtain listing and trading approval from the Stock Exchange (“Listing Approval Failure”), the BRLM shall as soon as reasonably possible and in any event, on the same day, intimate in writing (in the form provided in Annexure B) to the Escrow Collection Bank, Refund Bank, Public Issue Account Bank, the Sponsor Bank and the Registrar to the Issue of the occurrence of such event, with a copy to the Company.
3.2.1.3. On receipt of intimation Lead Manager of the failure of the Issue from Issue, the BRLM in accordance with Clause 3.2.1.2 of this Agreement:
(a) Subject to Applicable LawRegistrar, Registrar to the Issue shall forthwith, but within not later than one (1) Working Day from such receipt, following the reconciliation of accounts with the Escrow Collection Bank or Public Issue Account Bank, as applicableBanker to the Issue, provide to the Escrow Collection BankLead Manager, the Public Issue Account BankSCSBs, the Refund Bank, the Sponsor Bank, the BRLM, the Company, (i) a list of Beneficiaries and the amounts to be refunded by the Refund Bank from the Refund Account to such Beneficiaries (in the format specified in Annexure C), and/or (ii) a list of ASBA Bidders for unblocking the ASBA Accounts, including accounts blocked through the UPI mechanism, as applicable, provided that in the event of a Minimum Subscription Amount Failure or Listing Approval Failure, the Registrar to the Issue shall forthwith undertake the reconciliation of accounts on the same day that the Escrow Collection Bank transfers any amounts standing to the credit of the Escrow Accounts to the Refund Account held with the Refund Bank as per Clause 3.2.1.3(b) and the Registrar to the Issue shall, on the same day provide the list of Beneficiaries to the BRLM, the Refund Bank, the Sponsor Bank and the Company, and the amounts to be refunded by the Refund Bank to such Beneficiaries and/or a list of ASBA Bidders for unblocking the ASBA Accounts including accounts blocked through the UPI mechanism, as applicable. The Registrar to the Issue shall prepare and deliver to the Company an estimate of the stationery that will be required for printing the refund intimations. The Company shall, within one (1) Working Day of the receipt of the list of Beneficiaries and the amounts to be refunded thereto, prepare and deliver the requisite stationery for printing of refund intimations to the Registrar to the Issue’s office, who in turn shall immediately dispatch such intimations to the respective Bidders and in any event no later than the time period specified in this regard in the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus. The Registrar Banker to the Issue and the Banker to Company a list of Applicants for unblocking of the Issue agree Application Monies in the relevant ASBA Accounts. The Registrar agrees to be bound by any such joint instructions from the BRLM Company and also agree the Lead Manager and agrees to render all requisite cooperation and assistance in this regard. .
(d) The Refund Bank confirms that it has Lead Manager, along with the required technology and processes to ensure that refunds made pursuant Registrar shall, on receipt of information as specified in Clause 3.1.2(a), issue instructions, as applicable (i) to the SCSBs to unblock all the Application Monies, blocked in the ASBA Accounts of the Applicants; and/or (ii) in the event the Application Monies have been transferred to the Allotment Account, prior to the occurrence of an event of failure of the Issue in accordance with Clause 3.2.1.1 of this AgreementIssue, shall be credited in accordance with the instructions received from the Registrar to the Issue only to (a) the bank account of the Bidder from which the Bid Amount was remitted to the Escrow Collection Bank for Anchor Investors and unblocked in the same ASBA Accounts, including accounts blocked through the UPI mechanism, as applicable, in case of ASBA Bidders, in accordance with Rule 11 of the Companies (Prospectus and Allotment of Securities) Rules, 2014, and (b) the bank account of the Underwriter or any other person in respect of any amounts deposited by the Underwriter or any other person in the relevant Escrow Account pursuant to any underwriting obligations in terms of the Underwriting Agreement. The Registrar further acknowledges the liability of the Company to pay interest for delayed issue of refunds in accordance with the ICDR Regulations and other Applicable Laws, including the March 31 Refund Circular and shall accordingly provide all assistance in this regard in terms of the UPI Circulars, including the March 31 Refund Circular, to ensure that the refunds are made within four (4) days in case of Minimum Subscription Amount Failure or the Listing Approval Failure.
(b) The Registrar Banker to the Issue, together with in the BRLM, shall forthwith but within manner set forth in Annexure E for transferring the same Working Day, instruct the Escrow Collection Bank to transfer any amounts Application Monies standing to the credit of the Escrow Accounts or Allotment Account maintained with the Public Issue Account, as applicable, Allotment Bank to the Refund Account (Account. Further, the Lead Manager along with a copy the Registrar, shall issue instructions to the Refund Bank, the Company) (in the form specified Bank as set forth in Annexure D). The Escrow Collection Bank shall, after notice to I for transferring the Company forthwith but not later than one (1) Working Day monies from receipt of the notice under Clause 3.2.1.2, ensure the transfer of such amounts standing to the credit of the Escrow Accounts or the Public Issue Account, as applicable to the Refund Account as directed by to the Registrar relevant Applicants.
(e) The Banker to the Issue shall upon receipt of an intimation in writing as per Clause 3.1.2(a) and the BRLM; provided that in the event of a Minimum Subscription Amount Failure or a Listing Approval Failure, the Escrow Collection Bank shall forthwith, on the same Working Day, or in the event the intimation is received post Banking Hours, on the immediate next Working Day, transfer, with notice to the BRLM and the Company any amounts standing to the credit of the Escrow Accounts to the Refund Account held with the Refund Bank.
3.2.1.4. The Refund Bank shall, upon receipt of the list of Beneficiaries and the amounts to be refunded to such Beneficiaries in accordance with Clause 3.2.1.3 (a) of this Agreement3.1.5, after notice to the BRLMLead Manager and the Company, the Company forthwith but not later than one (1) Working Day from the date of transfer of amounts from the Escrow AccountsDay, ensure the transfer of any amounts standing to the credit of the Allotment Account, to the Refund Account and subsequently to the account respective bank accounts of the Beneficiaries Beneficiaries, in accordance with the procedure set forth in the Letter of Offer.
(f) The Refund Bank, in its capacity as directed by such, confirms that it has the Registrar relevant technology/processes to ensure that refunds required to be made pursuant to the failure of the Issue in as per Clauses 3.1.2 or 3.1.3 of this Agreement, shall be remitted to the form specified in Annexure C, provided thatrespective ASBA Accounts, in the event of a Minimum Subscription Amount Failure or a Listing Approval Failure, the Application Monies have been transferred to the Refund Bank shall forthwith transfer Account from the requisite amounts as provided herein on Allotment Account, upon the same Working Day as the date occurrence of receipt an event of failure of the list of Issue. Such Beneficiaries, or if such list of Beneficiaries is received post Banking Hours, on the immediately following Working Day. The Refund Bank shall provide the details of the UTR/control numbers of such remittances to the Registrar to the Issue on the same day if the instruction is received before 4:00 p.m. I.S.T. Such Anchor Investors Applicants will be sent a letter through electronic mail on the date refund intimation (by way of the remittance and through registered post by the Registrar to the Issue an email) informing them about the mode of credit of refund refund, within one twelve (112) Working Day Days after the remittance date. In the event of any returns/rejects from NEFT/RTGS/NACH/direct credit, the Refund Bank shall inform the BRLM forthwith and arrange for such refunds to be made through issue and immediate delivery of demand drafts if requested Issue Closing Date by the Bidder and/or the BRLM. The Refund Bank shall act in accordance with the instructions of the BRLM for issuances of these instruments. The entire process of refunds shall be completed within such period of time as required under Applicable LawRegistrar.
3.2.1.5. The Escrow Collection Bank, the Public Issue Account Bank, the Refund Bank and the Sponsor Bank shall be discharged of all their legal obligations under this Agreement only if they have acted bona fide and in good faith and in accordance with the terms of this Agreement, the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus, applicable SEBI Regulations and any other Applicable Law.
Appears in 1 contract
Sources: Banker to the Issue Agreement
Failure of the Issue. 3.2.1.1. The Issue shall be deemed to have failed in the event of the occurrence of any one of the following events:
(ia) any event due to which the process of Bidding or the acceptance of Bids cannot start, including the Issue not opening on the Bid/ Issue Opening Date not taking place or any other revised date agreed between the Parties for any reason;
(ii) the RoC Filing not having occurred on or prior to the Drop Dead Date for any reason;
(iii) the Issue becomes illegal or is injuncted or prevented from completion, or is non-compliant with Applicable Law or otherwise rendered infructuous or unenforceable, including pursuant to any order or direction passed by any Governmental Authority or any tribunal or stock exchange having requisite authority and jurisdiction over the Issue;
(iv) in accordance with Regulation 268 of the ICDR Regulations, the minimum number of Allottees to whom the Equity Shares are Allotted pursuant to the Issue is less than 50 (Fifty).
(vb) the declaration of the intention of the Company in consultation with the BRLM, to withdraw and/or and/ or cancel and/or abandon the Issue at any time after the Bid/ Issue Opening Date until the Designated Date;
(vic) The Issue shall have become illegal or, shall have been injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable, including pursuant to any Applicable Law or order or direction passed by any judicial, statutory or regulatory authority having requisite authority and jurisdiction over the Issue;
(d) Non-receipt of any regulatory approvals which can result into a material adverse change, in a timely manner in accordance with the Applicable Laws or at all, including, the listing and trading approval;
(e) The Underwriting Agreement, if executed, or the Issue Agreement or the Engagement Letters being terminated in accordance with its terms or having become illegal or unenforceable for any reason or, non-compliant with Applicable Laws or, if its performance has been prevented by SEBI, any court or other judicial, statutory or regulatory body or tribunal having requisite authority and jurisdiction in this behalf;
(f) The number of Allottees being less than 1,000;
(g) The RoC Filing not being completed on or prior to the Drop Dead Date for any reason;
(h) Non-receipt by the Company of minimum subscription of 90% in the Fresh Issue;
(i) The Underwriting Agreement is not executed on or prior to RoC Filing, unless the date is extended by the BRLM;
(j) The requirement for allotment of the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the Securities Contracts (Regulation) Regulation Rules, 1957 have 1957, as amended, is not been Allotted in the Issue;
(vii) non-receipt by the Company of minimum 90% subscription in the Fresh Issue;
(viii) the Underwriting Agreement not having been executed on or prior to the Drop Dead Date, unless extended by the BRLM;
(ix) non-receipt of regulatory approvals in a timely manner in accordance with Applicable Law, including failure of the Company to receive the listing and trading approvals from the Stock Exchange within the time period prescribed under Applicable Law or such other date as may be agreed upon by the Company and the BRLM;
(x) any of the Underwriting Agreement (after its execution), the Engagement Letter or the Issue Agreement is terminated in accordance with its terms or becomes illegal or unenforceable for any reason or, in the event that its performance has been prevented by any Governmental Authority having requisite authority and jurisdiction in this behalffulfilled; or
(xik) such Such other event whatsoever, as may be mutually agreed upon among the Company and the BRLM in writingBRLM.
3.2.1.2. The BRLM shallshall intimate in writing to the Escrow Collection Bank and/or the Public Issue Account Bank and/or the Refund Bank and or the Sponsor Bank, on as appropriate, and the Registrar of the occurrence of any of the following, in the form prescribed (as set out in Schedule I hereto):
(a) An event specified in Clause 3.2.1.1, following the receipt of the relevant information from the Company, Company as the case may be, regarding such an event, intimate in writing to the Escrow Collection Bank, the Refund Bank, the Public Issue Account Bank, the Sponsor Bank and the Registrar to the Issue ; and/or
(with a copy to the Company), of the occurrence of any b) An event specified in Clause 3.2.1.1 of this Agreement (in the form specified in Annexure B); provided that11.2.4.1., on becoming aware of or upon receipt of the information from the Company of the event specified in Clause 3.2.1.1(vii) in relation to minimum subscription requirement in the Issue (“Minimum Subscription Amount Failure”) or Clause 3.2.1.1(ix) to the extent that there is failure to obtain listing and trading approval from the Stock Exchange (“Listing Approval Failure”), if the BRLM shall as soon as reasonably possible and in any event, on the same day, intimate in writing (in the form provided in Annexure B) chose to the Escrow Collection Bank, Refund Bank, Public Issue Account Bank, the Sponsor Bank and the Registrar to the Issue of the occurrence of such event, with a copy to the Company.
3.2.1.3. On receipt of intimation of the failure of the Issue from the BRLM in accordance with Clause 3.2.1.2 of collectively terminate this Agreement:
(a) Subject to Applicable Law, Registrar to the Issue shall forthwith, but within one (1) Working Day from such receipt, following the reconciliation of accounts with the Escrow Collection Bank or Public Issue Account Bank, as applicable, provide to the Escrow Collection Bank, the Public Issue Account Bank, the Refund Bank, the Sponsor Bank, the BRLM, the Company, (i) a list of Beneficiaries and the amounts to be refunded by the Refund Bank from the Refund Account to such Beneficiaries (in the format specified in Annexure C), and/or (ii) a list of ASBA Bidders for unblocking the ASBA Accounts, including accounts blocked through the UPI mechanism, as applicable, provided that in the event of a Minimum Subscription Amount Failure or Listing Approval Failure, the Registrar to the Issue shall forthwith undertake the reconciliation of accounts on the same day that the Escrow Collection Bank transfers any amounts standing to the credit of the Escrow Accounts to the Refund Account held with the Refund Bank as per Clause 3.2.1.3(b) and the Registrar to the Issue shall, on the same day provide the list of Beneficiaries to the BRLM, the Refund Bank, the Sponsor Bank and the Company, and the amounts to be refunded by the Refund Bank to such Beneficiaries and/or a list of ASBA Bidders for unblocking the ASBA Accounts including accounts blocked through the UPI mechanism, as applicable. The Registrar to the Issue shall prepare and deliver to the Company an estimate of the stationery that will be required for printing the refund intimations. The Company shall, within one (1) Working Day of the receipt of the list of Beneficiaries and the amounts to be refunded thereto, prepare and deliver the requisite stationery for printing of refund intimations to the Registrar to the Issue’s office, who in turn shall immediately dispatch such intimations to the respective Bidders and in any event no later than the time period specified in this regard in the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus. The Registrar to the Issue and the Banker to the Issue agree to be bound by any instructions from the BRLM and also agree to render all requisite cooperation and assistance in this regard. The Refund Bank confirms that it has the required technology and processes to ensure that refunds made pursuant to the failure of the Issue in accordance with Clause 3.2.1.1 of this Agreement, shall be credited in accordance with the instructions received from the Registrar to the Issue only to (a) the bank account of the Bidder from which the Bid Amount was remitted to the Escrow Collection Bank for Anchor Investors and unblocked in the same ASBA Accounts, including accounts blocked through the UPI mechanism, as applicable, in case of ASBA Bidders, in accordance with Rule 11 of the Companies (Prospectus and Allotment of Securities) Rules, 2014, and (b) the bank account of the Underwriter or any other person in respect of any amounts deposited by the Underwriter or any other person in the relevant Escrow Account pursuant to any underwriting obligations in terms of the Underwriting Agreement. The Registrar further acknowledges the liability of the Company to pay interest for delayed issue of refunds in accordance with the ICDR Regulations and other Applicable Laws, including the March 31 Refund Circular and shall accordingly provide all assistance in this regard in terms of the UPI Circulars, including the March 31 Refund Circular, to ensure that the refunds are made within four (4) days in case of Minimum Subscription Amount Failure or the Listing Approval Failure.
(b) The Registrar to the Issue, together with the BRLM, shall forthwith but within the same Working Day, instruct the Escrow Collection Bank to transfer any amounts standing to the credit of the Escrow Accounts or the Public Issue Account, as applicable, to the Refund Account (with a copy to the Refund Bank, the Company) (in the form specified in Annexure D). The Escrow Collection Bank shall, after notice to the Company forthwith but not later than one (1) Working Day from receipt of the notice under Clause 3.2.1.2, ensure the transfer of such amounts standing to the credit of the Escrow Accounts or the Public Issue Account, as applicable to the Refund Account as directed by the Registrar to the Issue and the BRLM; provided that in the event of a Minimum Subscription Amount Failure or a Listing Approval Failure, the Escrow Collection Bank shall forthwith, on the same Working Day, or in the event the intimation is received post Banking Hours, on the immediate next Working Day, transfer, with notice to the BRLM and the Company any amounts standing to the credit of the Escrow Accounts to the Refund Account held with the Refund Bank.
3.2.1.4. The Refund Bank shall, upon receipt of the list of Beneficiaries and the amounts to be refunded to such Beneficiaries in accordance with Clause 3.2.1.3 (a) of this Agreement, after notice to the BRLM, the Company forthwith but not later than one (1) Working Day from the date of transfer of amounts from the Escrow Accounts, ensure the transfer of any amounts standing to the credit of the Refund Account to the account of the Beneficiaries as directed by the Registrar to the Issue in the form specified in Annexure C, provided that, in the event of a Minimum Subscription Amount Failure or a Listing Approval Failure, the Refund Bank shall forthwith transfer the requisite amounts as provided herein on the same Working Day as the date of receipt of the list of Beneficiaries, or if such list of Beneficiaries is received post Banking Hours, on the immediately following Working Day. The Refund Bank shall provide the details of the UTR/control numbers of such remittances to the Registrar to the Issue on the same day if the instruction is received before 4:00 p.m. I.S.T. Such Anchor Investors will be sent a letter through electronic mail on the date of the remittance and through registered post by the Registrar to the Issue informing them about the mode of credit of refund within one (1) Working Day after the remittance date. In the event of any returns/rejects from NEFT/RTGS/NACH/direct credit, the Refund Bank shall inform the BRLM forthwith and arrange for such refunds to be made through issue and immediate delivery of demand drafts if requested by the Bidder and/or the BRLM. The Refund Bank shall act in accordance with the instructions of the BRLM for issuances of these instruments. The entire process of refunds shall be completed within such period of time as required under Applicable Law.
3.2.1.5. The Escrow Collection Bank, the Public Issue Account Bank, the Refund Bank and the Sponsor Bank shall be discharged of all their legal obligations under this Agreement only if they have acted bona fide and in good faith and in accordance with the terms of this Agreement, the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus, applicable SEBI Regulations and any other Applicable Law.
Appears in 1 contract
Sources: Escrow and Sponsor Bank Agreement
Failure of the Issue. 3.2.1.1. (a) The Issue shall be deemed to have failed in the event of the occurrence of any of the following events:
(i) any event due to which the process of Bidding Applications cannot start on the dates mentioned in the Letter of Offer (including any revisions thereof) or the acceptance of Bids canIssue not start, including opening on the Bid/ Issue Opening Date not taking place or any other revised date agreed between the Parties for any reason;
(ii) the RoC Filing not having occurred on or prior to the Drop Dead Date for any reason;
(iii) the Issue becomes shall have become illegal or is non-compliant with Applicable Law or shall have been injuncted or prevented from completion, or is non-compliant with Applicable Law or otherwise rendered infructuous or unenforceable, including pursuant to Applicable Law or any order or direction passed by any Governmental Authority judicial, statutory or any tribunal or stock exchange regulatory authority having requisite authority and jurisdiction over the Issue;
(iv) in accordance with Regulation 268 of the ICDR Regulations, the minimum number of Allottees to whom the Equity Shares are Allotted pursuant to the Issue is less than 50 (Fifty).
(viii) the declaration of the intention of the Company Company, in consultation with the BRLMLead Manager, to withdraw and/or cancel and/or abandon the Issue at any time after the Bid/ Issue Opening Date until the Designated Date;
(vi) the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957 have not been Allotted in the Issue;
(vii) non-receipt by the Company of minimum 90% subscription in the Fresh Issue;
(viii) the Underwriting Agreement not having been executed on or but prior to the Drop Dead Transfer Date, unless extended by subject to compliance with the BRLM;SEBI ICDR Regulations and circulars issued thereunder
(ixiv) non-receipt of any requisite regulatory approval in relation to the Issue, in a timely manner or at all, in accordance with the Applicable Laws or at all, including the refusal by a Stock Exchange to grant the final listing and trading approval or non- disposition of an application for a listing and trading approval by a Stock Exchange within the period specified under Applicable Laws
(v) non-receipt of minimum subscription as disclosed in the Letter of Offer and in terms of the SEBI Rights Issue Circulars, after considering the subscription by the Promoter and the Promoter Group of any unsubscribed portion in the Issue, immediately post the Issue Closing Date or any extended Issue Closing Date, if applicable
(vi) non-receipt of any regulatory approvals in a timely manner in accordance with the Applicable LawLaw or at all, including failure of the Company to receive including, the listing and trading approvals from the Stock Exchange within the time period prescribed under Applicable Law or approval; or
(vii) such other date event as may be agreed upon upon, in writing, by the Company and the BRLM;Lead Manager.
(xb) any of the Underwriting Agreement (after its execution), the Engagement Letter or the Issue Agreement is terminated in accordance with its terms or becomes illegal or unenforceable for any reason or, in the event that its performance has been prevented by any Governmental Authority having requisite authority and jurisdiction in this behalf; or
(xi) such other event whatsoever, as may be mutually agreed upon among the The Company and the BRLM in writing.
3.2.1.2. The BRLM Lead Manager shall, on the becoming aware of an event specified in Clause 3.1.2(a) or following receipt of the relevant information from the Company, as the case may be, regarding such an event, jointly, intimate in writing to the Escrow Collection Bank, Banker to the Refund Bank, the Public Issue Account Bank, the Sponsor Bank and the Registrar to the Issue (with a copy to the Company), of the occurrence of any event specified in Clause 3.2.1.1 of this Agreement (3.1.2(a), in the form specified manner as set forth in Annexure B); provided that, on becoming aware of or upon receipt of the information from the Company of the event specified in Clause 3.2.1.1(viiF.
(c) in relation to minimum subscription requirement in the Issue (“Minimum Subscription Amount Failure”) or Clause 3.2.1.1(ix) to the extent that there is failure to obtain listing and trading approval from the Stock Exchange (“Listing Approval Failure”), the BRLM shall as soon as reasonably possible and in any event, on the same day, intimate in writing (in the form provided in Annexure B) to the Escrow Collection Bank, Refund Bank, Public Issue Account Bank, the Sponsor Bank and the Registrar to the Issue of the occurrence of such event, with a copy to the Company.
3.2.1.3. On receipt of written intimation of the failure of the Issue Issue, jointly, from the BRLM in accordance with Clause 3.2.1.2 of this Agreement:
(a) Subject to Applicable LawCompany and the Lead Manager, Registrar to the Issue Registrar, shall forthwith, but within not later than one (1) Working Day from such receipt, following the reconciliation of accounts with the Escrow Collection Bank or Public Issue Account Bank, as applicableBanker to the Issue, provide to the Escrow Collection BankLead Manager, the Public Issue Account BankSCSBs, the Refund Bank, the Sponsor Bank, the BRLM, the Company, (i) a list of Beneficiaries and the amounts to be refunded by the Refund Bank from the Refund Account to such Beneficiaries (in the format specified in Annexure C), and/or (ii) a list of ASBA Bidders for unblocking the ASBA Accounts, including accounts blocked through the UPI mechanism, as applicable, provided that in the event of a Minimum Subscription Amount Failure or Listing Approval Failure, the Registrar to the Issue shall forthwith undertake the reconciliation of accounts on the same day that the Escrow Collection Bank transfers any amounts standing to the credit of the Escrow Accounts to the Refund Account held with the Refund Bank as per Clause 3.2.1.3(b) and the Registrar to the Issue shall, on the same day provide the list of Beneficiaries to the BRLM, the Refund Bank, the Sponsor Bank and the Company, and the amounts to be refunded by the Refund Bank to such Beneficiaries and/or a list of ASBA Bidders for unblocking the ASBA Accounts including accounts blocked through the UPI mechanism, as applicable. The Registrar to the Issue shall prepare and deliver to the Company an estimate of the stationery that will be required for printing the refund intimations. The Company shall, within one (1) Working Day of the receipt of the list of Beneficiaries and the amounts to be refunded thereto, prepare and deliver the requisite stationery for printing of refund intimations to the Registrar to the Issue’s office, who in turn shall immediately dispatch such intimations to the respective Bidders and in any event no later than the time period specified in this regard in the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus. The Registrar Banker to the Issue and the Banker to Company a list of Applicants for unblocking of the Issue agree Application Monies in the relevant ASBA Accounts. The Registrar agrees to be bound by any such joint instructions from the BRLM Company and also agree the Lead Manager and agrees to render all requisite cooperation and assistance in this regard. .
(d) The Refund Bank confirms that it has Lead Manager, along with the required technology and processes to ensure that refunds made pursuant Registrar shall, on receipt of information as specified in Clause 3.1.2(a), issue instructions, as applicable (i) to the SCSBs to unblock all the Application Monies, blocked in the ASBA Accounts of the Applicants; and/or (ii) in the event the Application Monies have been transferred to the Allotment Account, prior to the occurrence of an event of failure of the Issue in accordance with Clause 3.2.1.1 of this AgreementIssue, shall be credited in accordance with the instructions received from the Registrar to the Issue only to (a) the bank account of the Bidder from which the Bid Amount was remitted to the Escrow Collection Bank for Anchor Investors and unblocked in the same ASBA Accounts, including accounts blocked through the UPI mechanism, as applicable, in case of ASBA Bidders, in accordance with Rule 11 of the Companies (Prospectus and Allotment of Securities) Rules, 2014, and (b) the bank account of the Underwriter or any other person in respect of any amounts deposited by the Underwriter or any other person in the relevant Escrow Account pursuant to any underwriting obligations in terms of the Underwriting Agreement. The Registrar further acknowledges the liability of the Company to pay interest for delayed issue of refunds in accordance with the ICDR Regulations and other Applicable Laws, including the March 31 Refund Circular and shall accordingly provide all assistance in this regard in terms of the UPI Circulars, including the March 31 Refund Circular, to ensure that the refunds are made within four (4) days in case of Minimum Subscription Amount Failure or the Listing Approval Failure.
(b) The Registrar Banker to the Issue, together with in the BRLM, shall forthwith but within manner set forth in Annexure E for transferring the same Working Day, instruct the Escrow Collection Bank to transfer any amounts Application Monies standing to the credit of the Escrow Accounts or Allotment Account maintained with the Public Issue Account, as applicable, Allotment Bank to the Refund Account (Account. Further, the Lead Manager along with a copy the Registrar, shall issue instructions to the Refund Bank, the Company) (in the form specified Bank as set forth in Annexure D). The Escrow Collection Bank shall, after notice to I for transferring the Company forthwith but not later than one (1) Working Day monies from receipt of the notice under Clause 3.2.1.2, ensure the transfer of such amounts standing to the credit of the Escrow Accounts or the Public Issue Account, as applicable to the Refund Account as directed by to the Registrar relevant Applicants.
(e) The Banker to the Issue shall upon receipt of an intimation in writing as per Clause 3.1.1(a) and the BRLM; provided that in the event of a Minimum Subscription Amount Failure or a Listing Approval Failure, the Escrow Collection Bank shall forthwith, on the same Working Day, or in the event the intimation is received post Banking Hours, on the immediate next Working Day, transfer, with notice to the BRLM and the Company any amounts standing to the credit of the Escrow Accounts to the Refund Account held with the Refund Bank.
3.2.1.4. The Refund Bank shall, upon receipt of the list of Beneficiaries and the amounts to be refunded to such Beneficiaries in accordance with Clause 3.2.1.3 (a) of this Agreement3.1.5, after notice to the BRLMLead Manager and the Company, the Company forthwith but not later than one (1) Working Day from the date of transfer of amounts from the Escrow AccountsDay, ensure the transfer of any amounts standing to the credit of the Allotment Account, as applicable, to the Refund Account and subsequently to the account respective bank accounts of the Beneficiaries Beneficiaries, in accordance with the procedure set forth in the Letter of Offer.
(f) The Refund Bank, in its capacity as directed by such, confirms that it has the Registrar relevant technology/processes to ensure that refunds required to be made pursuant to the failure of the Issue in as per Clauses 3.1.2 or 3.1.3 of this Agreement, shall be remitted to the form specified in Annexure C, provided thatrespective ASBA Accounts, in the event of a Minimum Subscription Amount Failure or a Listing Approval Failure, the Application Monies have been transferred to the Refund Bank shall forthwith transfer Account from the requisite amounts as provided herein on Allotment Account, upon the same Working Day as the date occurrence of receipt an event of failure of the list of Issue. Such Beneficiaries, or if such list of Beneficiaries is received post Banking Hours, on the immediately following Working Day. The Refund Bank shall provide the details of the UTR/control numbers of such remittances to the Registrar to the Issue on the same day if the instruction is received before 4:00 p.m. I.S.T. Such Anchor Investors Applicants will be sent a letter through electronic mail on the date refund intimation (by way of the remittance and through registered post by the Registrar to the Issue an email) informing them about the mode of credit of refund refund, within one twelve (112) Working Day Days after the remittance date. In the event of any returns/rejects from NEFT/RTGS/NACH/direct credit, the Refund Bank shall inform the BRLM forthwith and arrange for such refunds to be made through issue and immediate delivery of demand drafts if requested Issue Closing Date by the Bidder and/or the BRLM. The Refund Bank shall act in accordance with the instructions of the BRLM for issuances of these instruments. The entire process of refunds shall be completed within such period of time as required under Applicable LawRegistrar.
3.2.1.5. The Escrow Collection Bank, the Public Issue Account Bank, the Refund Bank and the Sponsor Bank shall be discharged of all their legal obligations under this Agreement only if they have acted bona fide and in good faith and in accordance with the terms of this Agreement, the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus, applicable SEBI Regulations and any other Applicable Law.
Appears in 1 contract
Sources: Banker to the Issue Agreement
Failure of the Issue. 3.2.1.1. 3.2.1.1 The Issue shall be deemed to have failed in the event of the occurrence of any one of the following events:
(ia) the Company, in consultation with the Manager, withdraw the Issue prior to the execution of the Underwriting Agreement in accordance with the Issue Agreement or the Red ▇▇▇▇▇▇▇ Prospectus;
(b) The Bid/Issue Opening Date not taking place for any reason within 12 months from the date of the receipt of the final observations from SEBI on the Draft Red ▇▇▇▇▇▇▇ Prospectus, for any reason, whatsoever;
(c) any event due to which the process of Bidding bidding or the acceptance of Bids cannot start, start on the dates mentioned in the Issue Documents (including any revisions thereof mutually agreed among the Bid/ Company and the Lead Manager for any reason) or the Bid/Issue Opening Date not taking place for any reasonreason or any other revised date agreed between the Parties;
(iid) the RoC Filing does not having occurred occur on or prior to the Drop Dead Date for any reason;
(iiie) the Issue becomes Agreement being terminated in accordance with its terms and conditions;
(f) non receipt of regulatory approvals in a timely manner in accordance with Applicable Law or at all, including, the final listing and trading approval from Stock Exchanges within the time period prescribed under Applicable Law or such other date as may be agreed upon by the Company and the Lead Manager;
(g) the Issue become illegal or non-compliant with Applicable Law, or is injuncted or prevented from completion, or is non-compliant with Applicable Law or otherwise rendered infructuous or unenforceable, including unenforceable pursuant to any Applicable Law or pursuant to any order or direction passed by any Governmental Authority or any tribunal or stock exchange having requisite authority and jurisdiction over the Issue;
(ivh) in accordance with Regulation 268 49(1) of the SEBI ICDR Regulations, if the minimum number of Allottees to whom the Equity Shares are Allotted pursuant to the Issue is being less than 50 (Fifty).1,000;
(vi) the declaration of the intention of the Company Company, in consultation with the BRLMLead Manager, to withdraw and/or cancel and/or abandon the Issue at any time including after the Bid/ Bid/Issue Opening Date until the Designated Closing Date;
(vij) the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957 have 1957, as amended, not having been Allotted in the Issue;
(viik) non-receipt by in terms of Regulation 6(2) of the Company SEBI ICDR Regulations, at least 75% of minimum 90% subscription in the Fresh IssueNet Issue not available for allocation to Qualified Institutional Buyers;
(viiil) the Underwriting Agreement not having been executed on or prior to the Drop Dead Datedate of the RoC Filing, unless such date is extended in writing by the BRLM;Company, the Members of the Syndicate and the Registrar to the Issue; or
(ixm) non-receipt of regulatory approvals in a timely manner in accordance with Applicable Law, including failure of the Company to receive the listing and trading approvals from the Stock Exchange within the time period prescribed under Applicable Law or such other date event as may be mutually agreed upon by the Company and the BRLM;
(x) any of the Underwriting Agreement (after its execution), the Engagement Letter or the Issue Agreement is terminated in accordance with its terms or becomes illegal or unenforceable for any reason or, in the event that its performance has been prevented by any Governmental Authority having requisite authority and jurisdiction in this behalf; or
(xi) such other event whatsoever, as may be mutually agreed upon among the Company and the BRLM Manager in writing.
3.2.1.2. The BRLM shall, on the receipt of the relevant information from the Company, as the case may be, regarding such an event, intimate in writing to the Escrow Collection Bank, the Refund Bank, the Public Issue Account Bank, the Sponsor Bank and the Registrar to the Issue (with a copy to the Company), of the occurrence of any event specified in Clause 3.2.1.1 of this Agreement (in the form specified in Annexure B); provided that, on becoming aware of or upon receipt of the information from the Company of the event specified in Clause 3.2.1.1(vii) in relation to minimum subscription requirement in the Issue (“Minimum Subscription Amount Failure”) or Clause 3.2.1.1(ix) to the extent that there is failure to obtain listing and trading approval from the Stock Exchange (“Listing Approval Failure”), the BRLM shall as soon as reasonably possible and in any event, on the same day, intimate in writing (in the form provided in Annexure B) to the Escrow Collection Bank, Refund Bank, Public Issue Account Bank, the Sponsor Bank and the Registrar to the Issue of the occurrence of such event, with a copy to the Company.
3.2.1.3. On receipt of intimation of the failure of the Issue from the BRLM in accordance with Clause 3.2.1.2 of this Agreement:
(a) Subject to Applicable Law, Registrar to the Issue shall forthwith, but within one (1) Working Day from such receipt, following the reconciliation of accounts with the Escrow Collection Bank or Public Issue Account Bank, as applicable, provide to the Escrow Collection Bank, the Public Issue Account Bank, the Refund Bank, the Sponsor Bank, the BRLM, the Company, (i) a list of Beneficiaries and the amounts to be refunded by the Refund Bank from the Refund Account to such Beneficiaries (in the format specified in Annexure C), and/or (ii) a list of ASBA Bidders for unblocking the ASBA Accounts, including accounts blocked through the UPI mechanism, as applicable, provided that in the event of a Minimum Subscription Amount Failure or Listing Approval Failure, the Registrar to the Issue shall forthwith undertake the reconciliation of accounts on the same day that the Escrow Collection Bank transfers any amounts standing to the credit of the Escrow Accounts to the Refund Account held with the Refund Bank as per Clause 3.2.1.3(b) and the Registrar to the Issue shall, on the same day provide the list of Beneficiaries to the BRLM, the Refund Bank, the Sponsor Bank and the Company, and the amounts to be refunded by the Refund Bank to such Beneficiaries and/or a list of ASBA Bidders for unblocking the ASBA Accounts including accounts blocked through the UPI mechanism, as applicable. The Registrar to the Issue shall prepare and deliver to the Company an estimate of the stationery that will be required for printing the refund intimations. The Company shall, within one (1) Working Day of the receipt of the list of Beneficiaries and the amounts to be refunded thereto, prepare and deliver the requisite stationery for printing of refund intimations to the Registrar to the Issue’s office, who in turn shall immediately dispatch such intimations to the respective Bidders and in any event no later than the time period specified in this regard in the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus. The Registrar to the Issue and the Banker to the Issue agree to be bound by any instructions from the BRLM and also agree to render all requisite cooperation and assistance in this regard. The Refund Bank confirms that it has the required technology and processes to ensure that refunds made pursuant to the failure of the Issue in accordance with Clause 3.2.1.1 of this Agreement, shall be credited in accordance with the instructions received from the Registrar to the Issue only to (a) the bank account of the Bidder from which the Bid Amount was remitted to the Escrow Collection Bank for Anchor Investors and unblocked in the same ASBA Accounts, including accounts blocked through the UPI mechanism, as applicable, in case of ASBA Bidders, in accordance with Rule 11 of the Companies (Prospectus and Allotment of Securities) Rules, 2014, and (b) the bank account of the Underwriter or any other person in respect of any amounts deposited by the Underwriter or any other person in the relevant Escrow Account pursuant to any underwriting obligations in terms of the Underwriting Agreement. The Registrar further acknowledges the liability of the Company to pay interest for delayed issue of refunds in accordance with the ICDR Regulations and other Applicable Laws, including the March 31 Refund Circular and shall accordingly provide all assistance in this regard in terms of the UPI Circulars, including the March 31 Refund Circular, to ensure that the refunds are made within four (4) days in case of Minimum Subscription Amount Failure or the Listing Approval Failure.
(b) The Registrar to the Issue, together with the BRLM, shall forthwith but within the same Working Day, instruct the Escrow Collection Bank to transfer any amounts standing to the credit of the Escrow Accounts or the Public Issue Account, as applicable, to the Refund Account (with a copy to the Refund Bank, the Company) (in the form specified in Annexure D). The Escrow Collection Bank shall, after notice to the Company forthwith but not later than one (1) Working Day from receipt of the notice under Clause 3.2.1.2, ensure the transfer of such amounts standing to the credit of the Escrow Accounts or the Public Issue Account, as applicable to the Refund Account as directed by the Registrar to the Issue and the BRLM; provided that in the event of a Minimum Subscription Amount Failure or a Listing Approval Failure, the Escrow Collection Bank shall forthwith, on the same Working Day, or in the event the intimation is received post Banking Hours, on the immediate next Working Day, transfer, with notice to the BRLM and the Company any amounts standing to the credit of the Escrow Accounts to the Refund Account held with the Refund Bank.
3.2.1.4. The Refund Bank shall, upon receipt of the list of Beneficiaries and the amounts to be refunded to such Beneficiaries in accordance with Clause 3.2.1.3 (a) of this Agreement, after notice to the BRLM, the Company forthwith but not later than one (1) Working Day from the date of transfer of amounts from the Escrow Accounts, ensure the transfer of any amounts standing to the credit of the Refund Account to the account of the Beneficiaries as directed by the Registrar to the Issue in the form specified in Annexure C, provided that, in the event of a Minimum Subscription Amount Failure or a Listing Approval Failure, the Refund Bank shall forthwith transfer the requisite amounts as provided herein on the same Working Day as the date of receipt of the list of Beneficiaries, or if such list of Beneficiaries is received post Banking Hours, on the immediately following Working Day. The Refund Bank shall provide the details of the UTR/control numbers of such remittances to the Registrar to the Issue on the same day if the instruction is received before 4:00 p.m. I.S.T. Such Anchor Investors will be sent a letter through electronic mail on the date of the remittance and through registered post by the Registrar to the Issue informing them about the mode of credit of refund within one (1) Working Day after the remittance date. In the event of any returns/rejects from NEFT/RTGS/NACH/direct credit, the Refund Bank shall inform the BRLM forthwith and arrange for such refunds to be made through issue and immediate delivery of demand drafts if requested by the Bidder and/or the BRLM. The Refund Bank shall act in accordance with the instructions of the BRLM for issuances of these instruments. The entire process of refunds shall be completed within such period of time as required under Applicable Law.
3.2.1.5. The Escrow Collection Bank, the Public Issue Account Bank, the Refund Bank and the Sponsor Bank shall be discharged of all their legal obligations under this Agreement only if they have acted bona fide and in good faith and in accordance with the terms of this Agreement, the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus, applicable SEBI Regulations and any other Applicable Law.
Appears in 1 contract
Failure of the Issue. 3.2.1.1. (a) The Issue shall be deemed to have failed in the event of the occurrence of any of the following events:
(i) any event due to which the process of Bidding Applications cannot start on the dates mentioned in the Letter of Offer (including any revisions thereof) or the acceptance of Bids canIssue not start, including opening on the Bid/ Issue Opening Date not taking place or any other revised date agreed between the Parties for any reason;; or
(ii) the RoC Filing not having occurred on or prior to the Drop Dead Date for any reason;
(iii) the Issue becomes shall have become illegal or is non-compliant with Applicable Law or shall have been injuncted or prevented from completion, or is non-compliant with Applicable Law or otherwise rendered infructuous or unenforceable, including pursuant to Applicable Law or any order or direction passed by any Governmental Authority judicial, statutory or any tribunal or stock exchange regulatory authority having requisite authority and jurisdiction over the Issue;; or
(iv) in accordance with Regulation 268 of the ICDR Regulations, the minimum number of Allottees to whom the Equity Shares are Allotted pursuant to the Issue is less than 50 (Fifty).
(viii) the declaration of the intention of the Company Company, in consultation with the BRLMLead Managers, to withdraw and/or cancel and/or abandon the Issue at any time after the Bid/ Issue Opening Date until the Designated Date;
(vi) the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957 have not been Allotted in the Issue;
(vii) non-receipt by the Company of minimum 90% subscription in the Fresh Issue;
(viii) the Underwriting Agreement not having been executed on or but prior to the Drop Dead Transfer Date, unless extended by subject to compliance with the BRLM;SEBI ICDR Regulations and circulars issued thereunder; or
(ixiv) non-receipt of any requisite regulatory approvals approval in relation to the Issue, in a timely manner or at all, in accordance with the Applicable LawLaw or at all, including failure of the Company refusal by a Stock Exchange to receive grant the final listing and trading approvals from the approval or non-disposition of an application for a listing and trading approval by a Stock Exchange within the time period prescribed specified under Applicable Law or such other date as may be agreed upon by the Company and the BRLM;
(x) any of the Underwriting Agreement (after its execution), the Engagement Letter or the Issue Agreement is terminated in accordance with its terms or becomes illegal or unenforceable for any reason or, in the event that its performance has been prevented by any Governmental Authority having requisite authority and jurisdiction in this behalfLaw; or
(xiv) such other event whatsoevernon-receipt of minimum subscription (in case applicable), as may be mutually agreed upon among disclosed in the Letter of Offer and in terms of the SEBI Rights Issue Relaxation Circulars, immediately post the Issue Closing Date or any extended Issue Closing Date, if applicable; or
(b) The Company and the BRLM in writing.
3.2.1.2. The BRLM Lead Managers shall, on the becoming aware of an event specified in Clause 3.2.4(a) or following receipt of the relevant information from the Company, as the case may be, regarding such an event, jointly, intimate in writing to the Escrow Collection Bank, Banker to the Refund Bank, the Public Issue Account Bank, the Sponsor Bank and the Registrar to the Issue (with a copy to the Company), of the occurrence of any event specified in Clause 3.2.1.1 of this Agreement (3.2.4(a), in the form specified manner as set forth in Annexure B); provided that, on becoming aware of or upon receipt of the information from the Company of the event specified in Clause 3.2.1.1(viiF.
(c) in relation to minimum subscription requirement in the Issue (“Minimum Subscription Amount Failure”) or Clause 3.2.1.1(ix) to the extent that there is failure to obtain listing and trading approval from the Stock Exchange (“Listing Approval Failure”), the BRLM shall as soon as reasonably possible and in any event, on the same day, intimate in writing (in the form provided in Annexure B) to the Escrow Collection Bank, Refund Bank, Public Issue Account Bank, the Sponsor Bank and the Registrar to the Issue of the occurrence of such event, with a copy to the Company.
3.2.1.3. On receipt of written intimation of the failure of the Issue Issue, jointly, from the BRLM in accordance with Clause 3.2.1.2 of this Agreement:
(a) Subject to Applicable LawCompany and the Lead Managers, Registrar to the Issue Registrar, shall forthwith, but within not later than one (1) Working Business Day from such receipt, following the reconciliation of accounts with the Escrow Collection Bank or Public Banker to the Issue, provide to the Lead Managers, the SCSBs, the Banker to the Issue Account Bankand the Company (i) a list of ASBA and non- ASBA Applicants and the amounts to be refunded and/or unblocked, as applicable, provide to such ASBA and non-ASBA Applicants, in the event Application Monies has not been transferred to the Escrow Collection Bank, the Public Issue Account Bank, the Refund Bank, the Sponsor Bank, the BRLM, the Company, Allotment Account; and (iii) a list of Beneficiaries and the amounts to be refunded by the Refund Bank from the Refund Account to such Beneficiaries (in the format specified in Annexure C)Beneficiaries, and/or (ii) a list of ASBA Bidders for unblocking the ASBA Accounts, including accounts blocked through the UPI mechanism, as applicable, provided that in the event of a Minimum Subscription Amount Failure or Listing Approval Failure, the Registrar Application Monies has been transferred to the Issue shall forthwith undertake the reconciliation of accounts on the same day that the Escrow Collection Bank transfers any amounts standing to the credit of the Escrow Accounts to the Refund Account held with the Refund Bank as per Clause 3.2.1.3(b) and the Registrar to the Issue shall, on the same day provide the list of Beneficiaries to the BRLM, the Refund Bank, the Sponsor Bank and the Company, and the amounts to be refunded by the Refund Bank to such Beneficiaries and/or a list of ASBA Bidders for unblocking the ASBA Accounts including accounts blocked through the UPI mechanism, as applicableAllotment Account. The Registrar to the Issue shall prepare and deliver to the Company an estimate of the stationery that will be required for printing the refund intimations. The Company shall, within one (1) Working Day of the receipt of the list of Beneficiaries and the amounts to be refunded thereto, prepare and deliver the requisite stationery for printing of refund intimations to the Registrar to the Issue’s office, who in turn shall immediately dispatch such intimations to the respective Bidders and in any event no later than the time period specified in this regard in the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus. The Registrar to the Issue and the Banker to the Issue agree agrees to be bound by any such joint instructions from the BRLM Company and also agree the Lead Managers and agrees to render all requisite cooperation and assistance in this regard. .
(d) The Refund Bank confirms that it has Company and the required technology and processes to ensure that refunds made pursuant Lead Managers, jointly, along with the Registrar shall, on receipt of information as specified in Clause 3.2.4(b), issue instructions, as applicable (i) to the failure SCSBs to unblock all the Application Monies, blocked in the ASBA Accounts of the Issue in accordance with Clause 3.2.1.1 of this Agreement, shall be credited in accordance with the instructions received from the Registrar to the Issue only to Applicants; (aii) the bank account of the Bidder from which the Bid Amount was remitted to the Escrow Collection Bank for Anchor Investors and unblocked Bank, in the same ASBA Accounts, including accounts blocked through manner set forth in Annexure I for transferring the UPI mechanism, as applicable, in case of ASBA Bidders, in accordance with Rule 11 of the Companies (Prospectus and Allotment of Securities) Rules, 2014, and (b) the bank account of the Underwriter or any other person in respect of any amounts deposited by the Underwriter or any other person in the relevant Escrow Account pursuant to any underwriting obligations in terms of the Underwriting Agreement. The Registrar further acknowledges the liability of the Company to pay interest for delayed issue of refunds in accordance with the ICDR Regulations and other Applicable Laws, including the March 31 Refund Circular and shall accordingly provide all assistance in this regard in terms of the UPI Circulars, including the March 31 Refund Circular, to ensure that the refunds are made within four (4) days in case of Minimum Subscription Amount Failure or the Listing Approval Failure.
(b) The Registrar to the Issue, together with the BRLM, shall forthwith but within the same Working Day, instruct the Escrow Collection Bank to transfer any amounts monies standing to the credit of the Escrow Accounts or the Public Issue Account, as applicable, Account maintained with it to the Refund Account (maintained with a copy to the Refund Bank, the Company; and/or (iii) (in the form specified event the Application Monies have been transferred to the Allotment Account, prior to the occurrence of any event of failure of the Issue, to the Allotment Bank along with the Registrar, in the manner set forth in Annexure D). The Escrow Collection Bank shall, after notice to E for transferring the Company forthwith but not later than one (1) Working Day from receipt of the notice under Clause 3.2.1.2, ensure the transfer of such amounts Issue Amount standing to the credit of the Escrow Accounts or Allotment Account maintained with the Public Issue Account, as applicable Allotment Bank to the Refund Account as directed by Account. Further, the Registrar with a copy to the Company and the Lead Managers, shall issue instructions to the Refund Bank as set forth in Annexure J for transferring the monies from the Refund Account to the relevant Beneficiaries.
(e) The Banker to the Issue shall upon receipt of an intimation in writing as per Clause 3.2.4(b) and the BRLM; provided that in the event of a Minimum Subscription Amount Failure or a Listing Approval Failure, the Escrow Collection Bank shall forthwith, on the same Working Day, or in the event the intimation is received post Banking Hours, on the immediate next Working Day, transfer, with notice to the BRLM and the Company any amounts standing to the credit of the Escrow Accounts to the Refund Account held with the Refund Bank.
3.2.1.4. The Refund Bank shall, upon receipt of the list of Beneficiaries and/or ASBA Applicants, as applicable and the amounts to be refunded refunded/unblocked to such Beneficiaries and/or ASBA Applicant in accordance with Clause 3.2.1.3 (a) of this Agreement3.2.4(c), after notice to the BRLMLead Managers and the Company, the Company forthwith but not later than one (1) Working Day from the date of transfer of amounts from the Escrow AccountsBusiness Day, ensure the transfer of any amounts standing to the credit of the Escrow Account and/or the Allotment Account, as applicable, to the Refund Account and subsequently to the account respective bank accounts of the Beneficiaries as directed by the Registrar to the Issue in the form specified in Annexure C, provided that, in the event of a Minimum Subscription Amount Failure or a Listing Approval Failure, the Refund Bank shall forthwith transfer the requisite amounts as provided herein on the same Working Day as the date of receipt of the list of Beneficiaries, or if such list of Beneficiaries is received post Banking Hours, on the immediately following Working Day. The Refund Bank shall provide the details of the UTR/control numbers of such remittances to the Registrar to the Issue on the same day if the instruction is received before 4:00 p.m. I.S.T. Such Anchor Investors will be sent a letter through electronic mail on the date of the remittance and through registered post by the Registrar to the Issue informing them about the mode of credit of refund within one (1) Working Day after the remittance date. In the event of any returns/rejects from NEFT/RTGS/NACH/direct credit, the Refund Bank shall inform the BRLM forthwith and arrange for such refunds to be made through issue and immediate delivery of demand drafts if requested by the Bidder and/or the BRLM. The Refund Bank shall act in accordance with the instructions procedure set forth in the Letter of the BRLM for issuances of these instruments. The entire process of refunds shall be completed within such period of time as required under Applicable LawOffer.
3.2.1.5. (f) The Escrow Collection Refund Bank, in its capacity as such, confirms that it has the Public relevant technology/processes to ensure
(g) The Banker to the Issue Account Bank, the Refund Bank and the Sponsor Bank shall be discharged of all their its legal obligations under this Agreement only if they have it has acted bona in a bona-fide manner and in good faith and in accordance with the terms of this Agreement, the Red ▇▇▇▇▇▇▇ ProspectusLetter of Offer and Applicable Law. In the event that any of the Banker to the Issue cause delay in the implementation of any instructions or the performance of its respective obligations set forth in this Agreement, it shall be liable for such damages as may be incurred or claimed against any Party and for any costs, charges and expenses resulting from such delay or in relation to any claim, demand, suit or other proceeding instituted against the Company, the ProspectusLead Managers, applicable SEBI Regulations and and/or the Registrar by any Applicant or any other Applicable LawParty or any fine or penalty imposed by any Governmental Authority.
Appears in 1 contract
Sources: Banker to the Issue Agreement
Failure of the Issue. 3.2.1.1. The Issue shall be deemed to have failed in the event of the occurrence of any one of the following events:
(ia) any Any event due to which the process of Bidding bidding or the acceptance of Bids cannot startstart for any reason, including on or before the Bid/ Issue Opening Date not taking place for or any reasonother revised date agreed between the Parties;
(iib) the The RoC Filing shall not having occurred on or have been completed prior to the Drop Dead Date for any reason;
(iiic) the The Issue becomes illegal or is shall have become illegal, non-compliant with Applicable Law or, shall have been injuncted or prevented from completion, or is non-compliant with Applicable Law or otherwise rendered infructuous or unenforceable, including pursuant to by any order or direction directions passed by SEBI, any Governmental Authority court or any tribunal other tribunal, judicial, statutory, regulatory or stock exchange government authority or body having requisite authority and jurisdiction over the Issue, including, without limitation, refusal by a Stock Exchange to grant the listing and trading approval or non-disposition of an application for a listing and trading approval by a Stock Exchange within the period specified under Applicable Law;
(ivd) in accordance with Regulation 268 of the ICDR Regulations, the minimum number of Allottees to whom the Equity Shares are Allotted pursuant to the Issue is less than 50 (Fifty).
(v) the The declaration of the intention of the Company in consultation with the BRLM, Book Running Lead Managers to withdraw and/or and/ or cancel and/or abandon the Issue at any time after the Bid/ Issue Opening Date until the Designated Datedate of Allotment;
e) Failure to enter into the Underwriting Agreement on or prior to the RoC Filing unless such date is otherwise extended in writing by the parties to the Underwriting Agreement or the Underwriting Agreement being terminated in accordance with its terms or having become illegal or non-compliant with Applicable Law or unenforceable for any reason or, if its performance has been injuncted or prevented by SEBI, any court or other judicial, statutory, government or regulatory body or tribunal having requisite authority and jurisdiction in this behalf, prior to the transfer of funds into the Public Issue Account in terms of Clause 3.2.3.1;
f) The prospective number of Allottees being less than 1,000;
g) any of the Fee Letter, the Issue Agreement or the Underwriting Agreement (viafter its execution) is terminated against all the Book Running Lead Managers/Underwriters (as the case may be) in accordance with its terms or becomes illegal or unenforceable for any reason or, in the event that its performance has been prevented by any judicial, statutory or regulatory authority having requisite authority and jurisdiction in this behalf;
h) non-receipt of any regulatory approvals in a timely manner in accordance with Applicable Law or at all, including, the listing and trading approval;
i) the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957 have not been Allotted in the Issue;
(vii) non-receipt by the Company of minimum 90% subscription in the Fresh Issue;
(viii) the Underwriting Agreement not having been executed on or prior to the Drop Dead Date, unless extended by the BRLM;
(ix) non-receipt of regulatory approvals in a timely manner in accordance with Applicable Law, including failure of the Company to receive the listing and trading approvals from the Stock Exchange within the time period prescribed under Applicable Law or such other date as may be agreed upon by the Company and the BRLM;
(x) any of the Underwriting Agreement (after its execution), the Engagement Letter or the Issue Agreement is terminated in accordance with its terms or becomes illegal or unenforceable for any reason or, in the event that its performance has been prevented by any Governmental Authority having requisite authority and jurisdiction in this behalf; or
(xij) such other event whatsoever, as may be mutually agreed upon among amongst the Company and the BRLM in writingBook Running Lead Managers, or as required under Applicable Law.
3.2.1.2. The BRLM shall, on the receipt On becoming aware of the relevant information from the Company, as the case may be, regarding such an event, intimate in writing to the Escrow Collection Bank, the Refund Bank, the Public Issue Account Bank, the Sponsor Bank and the Registrar to the Issue (with a copy to the Company), of the occurrence of any event specified in Clause 3.2.1.1 of this Agreement (in the form specified in Annexure B); provided that, on becoming aware of or 3.2.1.1. upon receipt of the information from the Company Company, the Book Running Lead Managers shall intimate in writing (in the form provided in Schedule I) to the Bankers to the Issue and the Registrar of the occurrence of such event, with a copy to the Company. Provided that, on becoming aware of the event specified in Clause 3.2.1.1(vii) in relation to minimum subscription requirement in the Issue 3.2.1.1 (“Minimum Subscription Amount Failure”) or Clause 3.2.1.1(ixc) to the extent that there is failure refusal by Stock Exchange to obtain grant listing and trading approval from the (“Stock Exchange (“Listing Approval FailureRefusal”), the BRLM shall as soon as reasonably possible and in any eventBook Running Lead Managers shall, on the same day, intimate in writing (in the form provided in Annexure BSchedule I) to the Escrow Collection Bank, Refund Bank, Public Issue Account Bank, the Sponsor Bank and the Registrar to the Issue of the occurrence of such event, with a copy to the Company.
3.2.1.3. On Upon receipt of an intimation of the failure of the Issue from the BRLM Book Running Lead Managers in accordance with writing as per Clause 3.2.1.2 of this Agreement3.2.1.2.:
(a) The Escrow Collection Bank/Public Issue Account Bank, as the case may be, shall, forthwith, on the same day, and in any case, not later than one Working Day from the receipt of written intimation from the Book Running Lead Managers, transfer, with notice to the Book Running Lead Managers and the Company, any amounts standing to the credit of the Escrow Accounts/Public Issue Account, as the case may be, to the Refund Accounts held with the Refund Bank, in accordance with the direction received from the Book Running Lead Managers in the prescribed form set out in Schedule I. Provided that in the event of a Stock Exchange Refusal, the Escrow Collection Bank shall, on the same Working Day, or in the event the intimation is received post banking hours, on the immediate next Working Day, transfer, with notice to the Book Running Lead Managers, the Company, any amounts standing to the credit of the Escrow Accounts to the Refund Account held with the Refund Bank, in accordance with the direction received from the Book Running Lead Managers in the prescribed form Schedule I.
(b) Subject to Applicable Law, the Registrar to the Issue shall forthwith, but within not later than one (1) Working Day from such receipt, following after receipt of the intimation as per Clause 3.2.1.2. above and the reconciliation of accounts with the Escrow Collection Bank or Bank/Public Issue Account Bank, as applicablethe case may be, provide to the Book Running Lead Managers, Escrow Collection Bank, the Public Issue Account Bank, the Refund Bank, the Sponsor Bank, the BRLM, Banks and the Company, (i) a list of Beneficiaries and the amounts to be refunded by the Refund Bank from the Refund Account to such Beneficiaries (in the format specified in Annexure C)Beneficiaries, and/or (ii) a list of ASBA Bidders for unblocking the ASBA Accounts, Accounts including accounts blocked through the UPI mechanism, as applicable, provided . Provided that in the event of a Minimum Subscription Amount Failure or Listing Approval FailureStock Exchange Refusal, the Registrar to the Issue and Escrow Collection Bank shall forthwith undertake the reconciliation of accounts on the same day that the Escrow Collection Bank transfers transfer any amounts standing to the credit of the Escrow Accounts to the Refund Account held with the Refund Bank as per this Clause 3.2.1.3(b3.2.1.3.(b) and the Registrar to the Issue shall, on the same day Working Day provide the list of Beneficiaries to the BRLMBook Running Lead Managers, the Refund Bank, the Sponsor Bank Banks and the Company, a list of Beneficiaries and the amounts to be refunded by the Refund Bank to such Beneficiaries and/or a list of ASBA Bidders for unblocking the ASBA Accounts including accounts blocked through the UPI mechanism, as applicable. The Registrar to the Issue shall prepare and deliver to the Company an estimate of the stationery that will be required for printing the refund intimations. The Accordingly, the Company shall, within one (1) Working Day of the receipt of the list of Beneficiaries and the amounts to be refunded thereto, prepare and deliver the requisite stationery for printing of refund intimations to the Registrar to the Issue’s office, who in turn shall immediately dispatch such intimations to the respective Bidders and in any event no later than the time period specified in this regard in the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectusand
2.1.1. The Registrar to the Issue and the Banker to the Issue agree to be bound by any instructions from the BRLM and also agree to render all requisite cooperation and assistance in this regard. The Refund Bank confirms that it has the required technology and processes to ensure that refunds made pursuant to the failure of the Issue in accordance with Clause 3.2.1.1 of this Agreement, shall be credited in accordance with the instructions received from the Registrar to the Issue only to (ai) the bank account of the Bidder from which the Bid Amount was remitted to the Escrow Collection Bank for Anchor Investors and unblocked in the same ASBA Accounts, including accounts blocked through the UPI mechanism, as applicable, in case of ASBA BiddersBank, in accordance with Rule 11 of the Companies (Prospectus and Allotment of Securities) Rules, 2014, and (b) the bank account of the Underwriter or any other person in respect of any amounts deposited by the Underwriter or any other person in the relevant Escrow Account pursuant to any underwriting obligations in terms of the Underwriting Agreement. The Registrar further acknowledges the liability of the Company to pay interest for delayed issue of refunds in accordance with the ICDR Regulations and other Applicable Laws, including the March 31 Refund Circular and shall accordingly provide all assistance in this regard in terms of the UPI Circulars, including the March 31 Refund Circular, to ensure that the refunds are made within four (4) days 2014 in case of Minimum Subscription Amount Failure or the Listing Approval Failure.
(b) The Registrar to the IssueAnchor Investors, together with the BRLMand in case of ASBA Bidders, such amount shall forthwith but within be unblocked in the same Working Day, instruct the Escrow Collection Bank to transfer any amounts standing to the credit of the Escrow Accounts or the Public Issue ASBA Account, as applicable, to the Refund Account (with a copy to the Refund Bank, the Company) (in the form specified in Annexure D). The Escrow Collection Bank shall, after notice to the Company forthwith but not later than one (1) Working Day from receipt of the notice under Clause 3.2.1.2, ensure the transfer of such amounts standing to the credit of the Escrow Accounts or the Public Issue Account, as applicable to the Refund Account as directed by the Registrar to the Issue and the BRLM; provided that in the event of a Minimum Subscription Amount Failure or a Listing Approval Failure, the Escrow Collection Bank shall forthwith, on the same Working Day, or in the event the intimation is received post Banking Hours, on the immediate next Working Day, transfer, with notice to the BRLM and the Company any amounts standing to the credit of the Escrow Accounts to the Refund Account held with the Refund Bank.
3.2.1.4. The Refund Bank shall, upon receipt of the list of Beneficiaries and the amounts to be refunded to such Beneficiaries in accordance with Clause 3.2.1.3 (a) of this Agreement, after notice to the BRLM, the Company forthwith but not later than one (1) Working Day from the date of transfer of amounts from the Escrow Accounts, ensure the transfer of any amounts standing to the credit of the Refund Account to the account of the Beneficiaries as directed by the Registrar to the Issue in the form specified in Annexure C, provided that, in the event of a Minimum Subscription Amount Failure or a Listing Approval Failure, the Refund Bank shall forthwith transfer the requisite amounts as provided herein on the same Working Day as the date of receipt of the list of Beneficiaries, or if such list of Beneficiaries is received post Banking Hours, on the immediately following Working Day. The Refund Bank shall provide the details of the UTR/control numbers of such remittances to the Registrar to the Issue on the same day if the instruction is received before 4:00 p.m. I.S.T. Such Anchor Investors will be sent a letter through electronic mail on the date of the remittance and through registered post by the Registrar to the Issue informing them about the mode of credit of refund within one (1) Working Day after the remittance date. In the event of any returns/rejects from NEFT/RTGS/NACH/direct credit, the Refund Bank shall inform the BRLM forthwith and arrange for such refunds to be made through issue and immediate delivery of demand drafts if requested by the Bidder and/or the BRLM. The Refund Bank shall act in accordance with the instructions of the BRLM for issuances of these instruments. The entire process of refunds shall be completed within such period of time as required under Applicable Law.
3.2.1.5. The Escrow Collection Bank, the Public Issue Account Bank, the Refund Bank and the Sponsor Bank shall be discharged of all their legal obligations under this Agreement only if they have acted bona fide and in good faith and in accordance with the terms of this Agreement, the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus, applicable SEBI Regulations and any other Applicable Law.and
Appears in 1 contract
Failure of the Issue. 3.2.1.1. 3.2.1.1 The Issue shall be deemed to have failed in the event of the occurrence of any one of the following events:
(ia) the Company, in consultation with the Managers, withdraw the Issue prior to the execution of the Underwriting Agreement in accordance with the Issue Agreement or the Red ▇▇▇▇▇▇▇ Prospectus;
(b) The Bid/Issue Opening Date not taking place for any reason within 12 months from the date of the receipt of the final observations from SEBI on the Draft Red ▇▇▇▇▇▇▇ Prospectus, for any reason, whatsoever;
(c) any event due to which the process of Bidding bidding or the acceptance of Bids cannot start, start on the dates mentioned in the Issue Documents (including any revisions thereof mutually agreed among the Bid/ Company and the Lead Managers for any reason) or the Bid/Issue Opening Date not taking place for any reasonreason or any other revised date agreed between the Parties;
(iid) the RoC Filing does not having occurred occur on or prior to the Drop Dead Date for any reason;
(iiie) the Issue becomes Agreement being terminated in accordance with its terms and conditions;
(f) non receipt of regulatory approvals in a timely manner in accordance with Applicable Law or at all, including, the final listing and trading approval from Stock Exchanges within the time period prescribed under Applicable Law or such other date as may be agreed upon by the Company and the Lead Managers;
(g) the Issue become illegal or non-compliant with Applicable Law, or is injuncted or prevented from completion, or is non-compliant with Applicable Law or otherwise rendered infructuous or unenforceable, including unenforceable pursuant to any Applicable Law or pursuant to any order or direction passed by any Governmental Authority or any tribunal or stock exchange having requisite authority and jurisdiction over the Issue;
(ivh) in accordance with Regulation 268 49(1) of the SEBI ICDR Regulations, if the minimum number of Allottees to whom the Equity Shares are Allotted pursuant to the Issue is being less than 50 (Fifty).1,000;
(vi) the declaration of the intention of the Company Company, in consultation with the BRLMLead Managers, to withdraw and/or cancel and/or abandon the Issue at any time including after the Bid/ Bid/Issue Opening Date until the Designated Closing Date;
(vij) the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957 have 1957, as amended, not having been Allotted in the Issue;
(vii) non-receipt by the Company of minimum 90% subscription in the Fresh Issue;
(viiik) the Underwriting Agreement not having been executed on or prior to the Drop Dead Datedate of the RoC Filing, unless such date is extended in writing by the BRLM;Company, the Members of the Syndicate and the Registrar to the Issue; or
(ixl) non-receipt of regulatory approvals in a timely manner in accordance with Applicable Law, including failure of the Company to receive the listing and trading approvals from the Stock Exchange within the time period prescribed under Applicable Law or such other date event as may be mutually agreed upon by the Company and the BRLM;
(x) any of the Underwriting Agreement (after its execution), the Engagement Letter or the Issue Agreement is terminated in accordance with its terms or becomes illegal or unenforceable for any reason or, in the event that its performance has been prevented by any Governmental Authority having requisite authority and jurisdiction in this behalf; or
(xi) such other event whatsoever, as may be mutually agreed upon among the Company and the BRLM in writingManagers.
3.2.1.2. The BRLM shall, on the receipt of the relevant information from the Company, as the case may be, regarding such an event, intimate in writing to the Escrow Collection Bank, the Refund Bank, the Public Issue Account Bank, the Sponsor Bank and the Registrar to the Issue (with a copy to the Company), of the occurrence of any event specified in Clause 3.2.1.1 of this Agreement (in the form specified in Annexure B); provided that, on becoming aware of or upon receipt of the information from the Company of the event specified in Clause 3.2.1.1(vii) in relation to minimum subscription requirement in the Issue (“Minimum Subscription Amount Failure”) or Clause 3.2.1.1(ix) to the extent that there is failure to obtain listing and trading approval from the Stock Exchange (“Listing Approval Failure”), the BRLM shall as soon as reasonably possible and in any event, on the same day, intimate in writing (in the form provided in Annexure B) to the Escrow Collection Bank, Refund Bank, Public Issue Account Bank, the Sponsor Bank and the Registrar to the Issue of the occurrence of such event, with a copy to the Company.
3.2.1.3. On receipt of intimation of the failure of the Issue from the BRLM in accordance with Clause 3.2.1.2 of this Agreement:
(a) Subject to Applicable Law, Registrar to the Issue shall forthwith, but within one (1) Working Day from such receipt, following the reconciliation of accounts with the Escrow Collection Bank or Public Issue Account Bank, as applicable, provide to the Escrow Collection Bank, the Public Issue Account Bank, the Refund Bank, the Sponsor Bank, the BRLM, the Company, (i) a list of Beneficiaries and the amounts to be refunded by the Refund Bank from the Refund Account to such Beneficiaries (in the format specified in Annexure C), and/or (ii) a list of ASBA Bidders for unblocking the ASBA Accounts, including accounts blocked through the UPI mechanism, as applicable, provided that in the event of a Minimum Subscription Amount Failure or Listing Approval Failure, the Registrar to the Issue shall forthwith undertake the reconciliation of accounts on the same day that the Escrow Collection Bank transfers any amounts standing to the credit of the Escrow Accounts to the Refund Account held with the Refund Bank as per Clause 3.2.1.3(b) and the Registrar to the Issue shall, on the same day provide the list of Beneficiaries to the BRLM, the Refund Bank, the Sponsor Bank and the Company, and the amounts to be refunded by the Refund Bank to such Beneficiaries and/or a list of ASBA Bidders for unblocking the ASBA Accounts including accounts blocked through the UPI mechanism, as applicable. The Registrar to the Issue shall prepare and deliver to the Company an estimate of the stationery that will be required for printing the refund intimations. The Company shall, within one (1) Working Day of the receipt of the list of Beneficiaries and the amounts to be refunded thereto, prepare and deliver the requisite stationery for printing of refund intimations to the Registrar to the Issue’s office, who in turn shall immediately dispatch such intimations to the respective Bidders and in any event no later than the time period specified in this regard in the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus. The Registrar to the Issue and the Banker to the Issue agree to be bound by any instructions from the BRLM and also agree to render all requisite cooperation and assistance in this regard. The Refund Bank confirms that it has the required technology and processes to ensure that refunds made pursuant to the failure of the Issue in accordance with Clause 3.2.1.1 of this Agreement, shall be credited in accordance with the instructions received from the Registrar to the Issue only to (a) the bank account of the Bidder from which the Bid Amount was remitted to the Escrow Collection Bank for Anchor Investors and unblocked in the same ASBA Accounts, including accounts blocked through the UPI mechanism, as applicable, in case of ASBA Bidders, in accordance with Rule 11 of the Companies (Prospectus and Allotment of Securities) Rules, 2014, and (b) the bank account of the Underwriter or any other person in respect of any amounts deposited by the Underwriter or any other person in the relevant Escrow Account pursuant to any underwriting obligations in terms of the Underwriting Agreement. The Registrar further acknowledges the liability of the Company to pay interest for delayed issue of refunds in accordance with the ICDR Regulations and other Applicable Laws, including the March 31 Refund Circular and shall accordingly provide all assistance in this regard in terms of the UPI Circulars, including the March 31 Refund Circular, to ensure that the refunds are made within four (4) days in case of Minimum Subscription Amount Failure or the Listing Approval Failure.
(b) The Registrar to the Issue, together with the BRLM, shall forthwith but within the same Working Day, instruct the Escrow Collection Bank to transfer any amounts standing to the credit of the Escrow Accounts or the Public Issue Account, as applicable, to the Refund Account (with a copy to the Refund Bank, the Company) (in the form specified in Annexure D). The Escrow Collection Bank shall, after notice to the Company forthwith but not later than one (1) Working Day from receipt of the notice under Clause 3.2.1.2, ensure the transfer of such amounts standing to the credit of the Escrow Accounts or the Public Issue Account, as applicable to the Refund Account as directed by the Registrar to the Issue and the BRLM; provided that in the event of a Minimum Subscription Amount Failure or a Listing Approval Failure, the Escrow Collection Bank shall forthwith, on the same Working Day, or in the event the intimation is received post Banking Hours, on the immediate next Working Day, transfer, with notice to the BRLM and the Company any amounts standing to the credit of the Escrow Accounts to the Refund Account held with the Refund Bank.
3.2.1.4. The Refund Bank shall, upon receipt of the list of Beneficiaries and the amounts to be refunded to such Beneficiaries in accordance with Clause 3.2.1.3 (a) of this Agreement, after notice to the BRLM, the Company forthwith but not later than one (1) Working Day from the date of transfer of amounts from the Escrow Accounts, ensure the transfer of any amounts standing to the credit of the Refund Account to the account of the Beneficiaries as directed by the Registrar to the Issue in the form specified in Annexure C, provided that, in the event of a Minimum Subscription Amount Failure or a Listing Approval Failure, the Refund Bank shall forthwith transfer the requisite amounts as provided herein on the same Working Day as the date of receipt of the list of Beneficiaries, or if such list of Beneficiaries is received post Banking Hours, on the immediately following Working Day. The Refund Bank shall provide the details of the UTR/control numbers of such remittances to the Registrar to the Issue on the same day if the instruction is received before 4:00 p.m. I.S.T. Such Anchor Investors will be sent a letter through electronic mail on the date of the remittance and through registered post by the Registrar to the Issue informing them about the mode of credit of refund within one (1) Working Day after the remittance date. In the event of any returns/rejects from NEFT/RTGS/NACH/direct credit, the Refund Bank shall inform the BRLM forthwith and arrange for such refunds to be made through issue and immediate delivery of demand drafts if requested by the Bidder and/or the BRLM. The Refund Bank shall act in accordance with the instructions of the BRLM for issuances of these instruments. The entire process of refunds shall be completed within such period of time as required under Applicable Law.
3.2.1.5. The Escrow Collection Bank, the Public Issue Account Bank, the Refund Bank and the Sponsor Bank shall be discharged of all their legal obligations under this Agreement only if they have acted bona fide and in good faith and in accordance with the terms of this Agreement, the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus, applicable SEBI Regulations and any other Applicable Law.
Appears in 1 contract
Failure of the Issue. 3.2.1.1. 3.2.1.1 The Issue shall be deemed to have failed in the event of the occurrence of any one of the following events:
(ia) the Company, in consultation with the Book Running Lead Manager, withdraw the Issue prior to the execution of the Underwriting Agreement in accordance with the Issue Agreement or the Red ▇▇▇▇▇▇▇ Prospectus;
(b) any event due to which the process of Bidding or the acceptance of Bids cannot startstart on the dates mentioned in the Issue Documents (including any revisions thereof), including the Issue not opening on the Bid/ Issue Opening Date not taking place or any other revised date agreed between the Parties for any reason;
(iic) the Issue becomes illegal or non-compliant with Applicable Law, or is injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable pursuant to any Applicable Law or pursuant to any order or direction passed by any Governmental Authority having requisite authority and jurisdiction over the Issue such as refusal by a Stock Exchange to grant the final listing and trading approval or non-disposition of an application for a listing and trading approval by a Stock Exchange within the period specified under Applicable Law;
(d) non receipt of regulatory approvals in a timely manner in accordance with Applicable Law or at all;
(e) the RoC Filing not having occurred being completed on or prior to the Drop Dead Date for any reason;
(iii) the Issue becomes illegal or is injuncted or prevented from completion, or is non-compliant with Applicable Law or otherwise rendered infructuous or unenforceable, including pursuant to any order or direction passed by any Governmental Authority or any tribunal or stock exchange having requisite authority and jurisdiction over the Issue;
(iv) in accordance with Regulation 268 of the ICDR Regulations, the minimum number of Allottees to whom the Equity Shares are Allotted pursuant to the Issue is less than 50 (Fifty).
(vf) the declaration of the intention of the Company Company, in consultation with the BRLM, to withdraw and/or cancel and/or abandon the Issue at any time including after the Bid/ Issue Opening Date until and prior to the Designated Closing Date, in accordance with Applicable Laws;
(vig) the Underwriting Agreement (if executed), or the Issue Agreement or the Engagement Letter being terminated in accordance with its terms or having become illegal or unenforceable for any reason or, non-compliant with Applicable Laws or, if it or their performance has been prevented by SEBI, any court or other judicial, statutory or regulatory body or tribunal having requisite authority and jurisdiction in this behalf, prior to the transfer of funds into the Public Issue Account, in accordance with the terms of the Agreement;
(h) In accordance with Regulation 49(1) of the SEBI ICDR Regulations, the number of Allottees being less than 1,000 (one thousand);
(i) any event due to which the process of bidding or the acceptance of Bids cannot take place for any reason during the dates mentioned in the Red ▇▇▇▇▇▇▇ Prospectus (including any revisions thereof) or any other revised date mutually agreed upon among the Company and the BRLM;
(j) the requirement for allotment of the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957 have 1957, as amended, is not been Allotted in the Issuefulfilled;
(viik) non-receipt by the Company of minimum 90% subscription in the Fresh Issue;
(viii) the The Underwriting Agreement is not having been executed on or prior to the Drop Dead DateRoC Filing, unless the date is extended by the BRLM;, and the Company in writing; and
(ixl) non-receipt of regulatory approvals in a timely manner in accordance with Applicable Law, including the failure of the Company to receive the listing and trading approvals from the Stock Exchange within the time period prescribed under Applicable Law or such other date as may be agreed upon by the Company and the BRLM;
(x) any of the Underwriting Agreement (after its execution), the Engagement Letter or the Bid / Issue Agreement is terminated in accordance with its terms or becomes illegal or unenforceable for any reason or, in the event that its performance has been prevented by any Governmental Authority having requisite authority and jurisdiction in this behalf; or
(xi) such other event whatsoever, as may be mutually agreed upon among the Company and the BRLM in writing.
3.2.1.2. The BRLM shall, on the receipt of the relevant information from the Company, as the case may be, regarding such an event, intimate in writing to the Escrow Collection Bank, the Refund Bank, the Public Issue Account Bank, the Sponsor Bank and the Registrar Opening Date pursuant to the Issue within twelve (with a copy to the Company), of the occurrence of any event specified in Clause 3.2.1.1 of this Agreement (in the form specified in Annexure B); provided that, on becoming aware of or upon 12) months from receipt of the information final observations from the Company of the event specified in Clause 3.2.1.1(vii) in relation to minimum subscription requirement in the Issue (“Minimum Subscription Amount Failure”) or Clause 3.2.1.1(ix) to the extent that there is failure to obtain listing and trading approval from the Stock Exchange (“Listing Approval Failure”), the BRLM shall as soon as reasonably possible and in any event, SEBI on the same day, intimate in writing (in the form provided in Annexure B) to the Escrow Collection Bank, Refund Bank, Public Issue Account Bank, the Sponsor Bank and the Registrar to the Issue of the occurrence of such event, with a copy to the Company.
3.2.1.3. On receipt of intimation of the failure of the Issue from the BRLM in accordance with Clause 3.2.1.2 of this Agreement:
(a) Subject to Applicable Law, Registrar to the Issue shall forthwith, but within one (1) Working Day from such receipt, following the reconciliation of accounts with the Escrow Collection Bank or Public Issue Account Bank, as applicable, provide to the Escrow Collection Bank, the Public Issue Account Bank, the Refund Bank, the Sponsor Bank, the BRLM, the Company, (i) a list of Beneficiaries and the amounts to be refunded by the Refund Bank from the Refund Account to such Beneficiaries (in the format specified in Annexure C), and/or (ii) a list of ASBA Bidders for unblocking the ASBA Accounts, including accounts blocked through the UPI mechanism, as applicable, provided that in the event of a Minimum Subscription Amount Failure or Listing Approval Failure, the Registrar to the Issue shall forthwith undertake the reconciliation of accounts on the same day that the Escrow Collection Bank transfers any amounts standing to the credit of the Escrow Accounts to the Refund Account held with the Refund Bank as per Clause 3.2.1.3(b) and the Registrar to the Issue shall, on the same day provide the list of Beneficiaries to the BRLM, the Refund Bank, the Sponsor Bank and the Company, and the amounts to be refunded by the Refund Bank to such Beneficiaries and/or a list of ASBA Bidders for unblocking the ASBA Accounts including accounts blocked through the UPI mechanism, as applicable. The Registrar to the Issue shall prepare and deliver to the Company an estimate of the stationery that will be required for printing the refund intimations. The Company shall, within one (1) Working Day of the receipt of the list of Beneficiaries and the amounts to be refunded thereto, prepare and deliver the requisite stationery for printing of refund intimations to the Registrar to the Issue’s office, who in turn shall immediately dispatch such intimations to the respective Bidders and in any event no later than the time period specified in this regard in the Draft Red ▇▇▇▇▇▇▇ Prospectus, ;
(m) such other event as may be mutually agreed upon among the Prospectus. The Registrar to the Issue and the Banker to the Issue agree to be bound by any instructions from the BRLM and also agree to render all requisite cooperation and assistance in this regard. The Refund Bank confirms that it has the required technology and processes to ensure that refunds made pursuant to the failure of the Issue in accordance with Clause 3.2.1.1 of this Agreement, shall be credited in accordance with the instructions received from the Registrar to the Issue only to (a) the bank account of the Bidder from which the Bid Amount was remitted to the Escrow Collection Bank for Anchor Investors and unblocked in the same ASBA Accounts, including accounts blocked through the UPI mechanism, as applicable, in case of ASBA Bidders, in accordance with Rule 11 of the Companies (Prospectus and Allotment of Securities) Rules, 2014Company, and (b) the bank account of the Underwriter or any other person in respect of any amounts deposited by the Underwriter or any other person in the relevant Escrow Account pursuant to any underwriting obligations in terms of the Underwriting Agreement. The Registrar further acknowledges the liability of the Company to pay interest for delayed issue of refunds in accordance with the ICDR Regulations and other Applicable Laws, including the March 31 Refund Circular and shall accordingly provide all assistance in this regard in terms of the UPI Circulars, including the March 31 Refund Circular, to ensure that the refunds are made within four (4) days in case of Minimum Subscription Amount Failure or the Listing Approval Failure.
(b) The Registrar to the Issue, together with the BRLM, shall forthwith but within the same Working Day, instruct the Escrow Collection Bank to transfer any amounts standing to the credit of the Escrow Accounts or the Public Issue Account, as applicable, to the Refund Account (with a copy to the Refund Bank, the Company) (in the form specified in Annexure D). The Escrow Collection Bank shall, after notice to the Company forthwith but not later than one (1) Working Day from receipt of the notice under Clause 3.2.1.2, ensure the transfer of such amounts standing to the credit of the Escrow Accounts or the Public Issue Account, as applicable to the Refund Account as directed by the Registrar to the Issue and the BRLM; provided that in the event of a Minimum Subscription Amount Failure or a Listing Approval Failure, the Escrow Collection Bank shall forthwith, on the same Working Day, or in the event the intimation is received post Banking Hours, on the immediate next Working Day, transfer, with notice to the BRLM and the Company any amounts standing to the credit of the Escrow Accounts to the Refund Account held with the Refund Bankwriting.
3.2.1.4. The Refund Bank shall, upon receipt of the list of Beneficiaries and the amounts to be refunded to such Beneficiaries in accordance with Clause 3.2.1.3 (a) of this Agreement, after notice to the BRLM, the Company forthwith but not later than one (1) Working Day from the date of transfer of amounts from the Escrow Accounts, ensure the transfer of any amounts standing to the credit of the Refund Account to the account of the Beneficiaries as directed by the Registrar to the Issue in the form specified in Annexure C, provided that, in the event of a Minimum Subscription Amount Failure or a Listing Approval Failure, the Refund Bank shall forthwith transfer the requisite amounts as provided herein on the same Working Day as the date of receipt of the list of Beneficiaries, or if such list of Beneficiaries is received post Banking Hours, on the immediately following Working Day. The Refund Bank shall provide the details of the UTR/control numbers of such remittances to the Registrar to the Issue on the same day if the instruction is received before 4:00 p.m. I.S.T. Such Anchor Investors will be sent a letter through electronic mail on the date of the remittance and through registered post by the Registrar to the Issue informing them about the mode of credit of refund within one (1) Working Day after the remittance date. In the event of any returns/rejects from NEFT/RTGS/NACH/direct credit, the Refund Bank shall inform the BRLM forthwith and arrange for such refunds to be made through issue and immediate delivery of demand drafts if requested by the Bidder and/or the BRLM. The Refund Bank shall act in accordance with the instructions of the BRLM for issuances of these instruments. The entire process of refunds shall be completed within such period of time as required under Applicable Law.
3.2.1.5. The Escrow Collection Bank, the Public Issue Account Bank, the Refund Bank and the Sponsor Bank shall be discharged of all their legal obligations under this Agreement only if they have acted bona fide and in good faith and in accordance with the terms of this Agreement, the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus, applicable SEBI Regulations and any other Applicable Law.
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Failure of the Issue. 3.2.1.1.
(a) The Issue shall be deemed to have failed in the event of the occurrence of any of the following events:
(i) 3.1.1.1.1. any event due to which the process of Bidding Applications cannot start on the dates mentioned in the Letter of Offer (including any revisions thereof) or the acceptance of Bids canIssue not start, including opening on the Bid/ Issue Opening Date not taking place or any other revised date agreed between the Parties for any reason;
(ii) the RoC Filing not having occurred on or prior to the Drop Dead Date for any reason;
(iii) 3.1.1.1.2. the Issue becomes shall have become illegal or is non-compliant with Applicable Law or shall have been injuncted or prevented from completion, or is non-compliant with Applicable Law or otherwise rendered infructuous or unenforceable, including pursuant to Applicable Law or any order or direction passed by any Governmental Authority judicial, statutory or any tribunal or stock exchange regulatory authority having requisite authority and jurisdiction over the Issue;
(iv) in accordance with Regulation 268 of the ICDR Regulations, the minimum number of Allottees to whom the Equity Shares are Allotted pursuant to the Issue is less than 50 (Fifty).
(v) 3.1.1.1.3. the declaration of the intention of the Company in consultation with the BRLMCompany, to withdraw and/or cancel and/or abandon the Issue at any time after the Bid/ Issue Opening Date until the Designated Date;
(vi) the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957 have not been Allotted in the Issue;
(vii) non-receipt by the Company of minimum 90% subscription in the Fresh Issue;
(viii) the Underwriting Agreement not having been executed on or but prior to the Drop Dead Transfer Date, unless extended by subject to compliance with the BRLMSEBI ICDR Regulations and circulars issued thereunder;
(ix) 3.1.1.1.4. non-receipt of any requisite regulatory approvals approval in relation to the Issue, in a timely manner or at all, in accordance with the Applicable LawLaws or at all, including failure of the Company refusal by a Stock Exchange to receive grant the final listing and trading approvals from the approval or non-disposition of an application for a listing and trading approval by a Stock Exchange within the time period prescribed specified under Applicable Law or Laws;
3.1.1.1.5. such other date event as may be agreed upon upon, in writing, by the Company and the BRLM;Company.
(xb) any of the Underwriting Agreement (after its execution), the Engagement Letter or the Issue Agreement is terminated in accordance with its terms or becomes illegal or unenforceable for any reason or, in the event that its performance has been prevented by any Governmental Authority having requisite authority and jurisdiction in this behalf; or
(xi) such other event whatsoever, as may be mutually agreed upon among the The Company and the BRLM in writing.
3.2.1.2. The BRLM shall, on the becoming aware of an event specified in Clause 3.1.2(a) or following receipt of the relevant information from the Company, as the case may be, regarding such an event, jointly, intimate in writing to the Escrow Collection Bank, Banker to the Refund Bank, the Public Issue Account Bank, the Sponsor Bank and the Registrar to the Issue (with a copy to the Company), of the occurrence of any event specified in Clause 3.2.1.1 of this Agreement (3.1.2(a), in the form specified manner as set forth in Annexure B); provided that, on becoming aware of or upon receipt of the information from the Company of the event specified in Clause 3.2.1.1(viiF.
(c) in relation to minimum subscription requirement in the Issue (“Minimum Subscription Amount Failure”) or Clause 3.2.1.1(ix) to the extent that there is failure to obtain listing and trading approval from the Stock Exchange (“Listing Approval Failure”), the BRLM shall as soon as reasonably possible and in any event, on the same day, intimate in writing (in the form provided in Annexure B) to the Escrow Collection Bank, Refund Bank, Public Issue Account Bank, the Sponsor Bank and the Registrar to the Issue of the occurrence of such event, with a copy to the Company.
3.2.1.3. On receipt of written intimation of the failure of the Issue Issue, from the BRLM in accordance with Clause 3.2.1.2 of this Agreement:
(a) Subject to Applicable LawCompany, Registrar to the Issue Registrar, shall forthwith, but within not later than one (1) Working Day from such receipt, following the reconciliation of accounts with the Escrow Collection Bank or Public Issue Account Bank, as applicableBanker to the Issue, provide to the Escrow Collection BankSCSBs, the Public Banker to the Issue Account Bank, and the Refund Bank, the Sponsor Bank, the BRLM, the Company, (i) Company a list of Beneficiaries and the amounts to be refunded by with respect to the Refund Bank from the Refund Account to such Beneficiaries (in the format specified in Annexure C), and/or (ii) or a list of ASBA Bidders Applicants for unblocking of the Application Monies in the relevant ASBA Accounts, including accounts blocked through the UPI mechanism, as applicable, provided that in the event of a Minimum Subscription Amount Failure or Listing Approval Failure, the Registrar to the Issue shall forthwith undertake the reconciliation of accounts on the same day that the Escrow Collection Bank transfers any amounts standing to the credit of the Escrow Accounts to the Refund Account held with the Refund Bank as per Clause 3.2.1.3(b) and the Registrar to the Issue shall, on the same day provide the list of Beneficiaries to the BRLM, the Refund Bank, the Sponsor Bank and the Company, and the amounts to be refunded by the Refund Bank to such Beneficiaries and/or a list of ASBA Bidders for unblocking the ASBA Accounts including accounts blocked through the UPI mechanism, as applicable. The Registrar to the Issue shall prepare and deliver to the Company an estimate of the stationery that will be required for printing the refund intimations. The Company shall, within one (1) Working Day of the receipt of the list of Beneficiaries and the amounts to be refunded thereto, prepare and deliver the requisite stationery for printing of refund intimations to the Registrar to the Issue’s office, who in turn shall immediately dispatch such intimations to the respective Bidders and in any event no later than the time period specified in this regard in the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus. The Registrar to the Issue and the Banker to the Issue agree agrees to be bound by any such joint instructions from the BRLM Company and also agree agrees to render all requisite cooperation and assistance in this regard. .
(d) The Refund Bank confirms that it has the required technology and processes to ensure that refunds made pursuant Company shall, on receipt of information as specified in Clause 3.1.2(b), issue instructions, as applicable (i) to the SCSBs to unblock all the Application Monies blocked in the ASBA Accounts of the Applicants; and/or (ii) in the event the Application Monies have been transferred to the Allotment Account, prior to the occurrence of an event of failure of the Issue in accordance with Clause 3.2.1.1 of this AgreementIssue, shall be credited in accordance with the instructions received from the Registrar to the Issue only to (a) the bank account of the Bidder from which the Bid Amount was remitted to the Escrow Collection Bank for Anchor Investors and unblocked in the same ASBA Accounts, including accounts blocked through the UPI mechanism, as applicable, in case of ASBA Bidders, in accordance with Rule 11 of the Companies (Prospectus and Allotment of Securities) Rules, 2014, and (b) the bank account of the Underwriter or any other person in respect of any amounts deposited by the Underwriter or any other person in the relevant Escrow Account pursuant to any underwriting obligations in terms of the Underwriting Agreement. The Registrar further acknowledges the liability of the Company to pay interest for delayed issue of refunds in accordance with the ICDR Regulations and other Applicable Laws, including the March 31 Refund Circular and shall accordingly provide all assistance in this regard in terms of the UPI Circulars, including the March 31 Refund Circular, to ensure that the refunds are made within four (4) days in case of Minimum Subscription Amount Failure or the Listing Approval Failure.
(b) The Registrar Banker to the Issue, together with in the BRLM, shall forthwith but within manner set forth in Annexure E for transferring the same Working Day, instruct the Escrow Collection Bank to transfer any amounts Application Monies standing to the credit of the Escrow Accounts or Allotment Account maintained with the Public Issue Account, as applicable, Allotment Bank to the Refund Account (with a copy Account. Further, the Company, shall issue instructions to the Refund Bank, the Company) (in the form specified Bank as set forth in Annexure D). The Escrow Collection Bank shall, after notice to H for transferring the Company forthwith but not later than one (1) Working Day monies from receipt of the notice under Clause 3.2.1.2, ensure the transfer of such amounts standing to the credit of the Escrow Accounts or the Public Issue Account, as applicable to the Refund Account as directed by to the Registrar relevant Applicants.
(e) The Banker to the Issue shall upon receipt of an intimation in writing as per Clause 3.1.2(b) and the BRLM; provided that in the event of a Minimum Subscription Amount Failure or a Listing Approval Failure, the Escrow Collection Bank shall forthwith, on the same Working Day, or in the event the intimation is received post Banking Hours, on the immediate next Working Day, transfer, with notice to the BRLM and the Company any amounts standing to the credit of the Escrow Accounts to the Refund Account held with the Refund Bank.
3.2.1.4. The Refund Bank shall, upon receipt of the list of Beneficiaries and the amounts to be refunded to such Beneficiaries in accordance with Clause 3.2.1.3 (a) of this Agreement3.1.5, after notice to the BRLMCompany, the Company forthwith but not later than one (1) Working Day from the date of transfer of amounts from the Escrow AccountsDay, ensure the transfer of any amounts standing to the credit of the Allotment Account, as applicable, to the Refund Account and subsequently to the account respective bank accounts of the Beneficiaries as directed by the Registrar to the Issue in the form specified in Annexure C, provided that, in the event of a Minimum Subscription Amount Failure or a Listing Approval Failure, the Refund Bank shall forthwith transfer the requisite amounts as provided herein on the same Working Day as the date of receipt of the list of Beneficiaries, or if such list of Beneficiaries is received post Banking Hours, on the immediately following Working Day. The Refund Bank shall provide the details of the UTR/control numbers of such remittances to the Registrar to the Issue on the same day if the instruction is received before 4:00 p.m. I.S.T. Such Anchor Investors will be sent a letter through electronic mail on the date of the remittance and through registered post by the Registrar to the Issue informing them about the mode of credit of refund within one (1) Working Day after the remittance date. In the event of any returns/rejects from NEFT/RTGS/NACH/direct credit, the Refund Bank shall inform the BRLM forthwith and arrange for such refunds to be made through issue and immediate delivery of demand drafts if requested by the Bidder and/or the BRLM. The Refund Bank shall act in accordance with the instructions procedure set forth in the Letter of Offer.
(f) The Refund Bank, in its capacity as such, confirms that it has the relevant technology/processes to ensure that refunds required to be made pursuant to the failure of the BRLM for issuances of these instruments. The entire process of refunds shall be completed within such period of time Issue as required under Applicable Law.
3.2.1.5. The Escrow Collection Bank, the Public Issue Account Bank, the Refund Bank and the Sponsor Bank shall be discharged of all their legal obligations under this Agreement only if they have acted bona fide and in good faith and in accordance with the terms of this Agreement, the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus, applicable SEBI Regulations and any other Applicable Law.per Clauses 3.1.2 or
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Sources: Banker to the Issue Agreement
Failure of the Issue. 3.2.1.1. 3.2.1.1 The Issue shall be deemed to have failed in the event of the occurrence of any one of the following events:
(ia) the Company, in consultation with the Manager, withdraw the Issue prior to the execution of the Underwriting Agreement in accordance with the Issue Agreement or the Red ▇▇▇▇▇▇▇ Prospectus;
(b) The Bid/Issue Opening Date not taking place for any reason within 12 months from the date of the receipt of the final observations from SEBI on the Draft Red ▇▇▇▇▇▇▇ Prospectus, for any reason, whatsoever;
(c) any event due to which the process of Bidding bidding or the acceptance of Bids cannot start, start on the dates mentioned in the Issue Documents (including any revisions thereof mutually agreed among the Bid/ Company and the Lead Manager for any reason) or the Bid/Issue Opening Date not taking place for any reasonreason within 20 days of the date of the filing of the Red ▇▇▇▇▇▇▇ Prospectus with the RoC or any other revised date agreed between the Parties;
(iid) the RoC Filing does not having occurred occur on or prior to the Drop Dead Date for any reason;
(iiie) the Issue becomes Agreement being terminated in accordance with its terms and conditions;
(f) non receipt of regulatory approvals in a timely manner in accordance with Applicable Law or at all, including, the final listing and trading approval from Stock Exchanges within the time period prescribed under Applicable Law or such other date as may be agreed upon by the Company and the Lead Manager;
(g) the Issue become illegal or non-compliant with Applicable Law, or is injuncted or prevented from completion, or is non-compliant with Applicable Law or otherwise rendered infructuous or unenforceable, including unenforceable pursuant to any Applicable Law or pursuant to any order or direction passed by any Governmental Authority or any tribunal or stock exchange having requisite authority and jurisdiction over the Issue;
(ivh) in accordance with Regulation 268 49(1) of the SEBI ICDR Regulations, if the minimum number of Allottees to whom the Equity Shares are Allotted pursuant to the Issue is being less than 50 (Fifty).1,000;
(vi) the declaration of the intention of the Company Company, in consultation with the BRLMLead Manager, to withdraw and/or cancel and/or abandon the Issue at any time including after the Bid/ Bid/Issue Opening Date until the Designated Closing Date;
(vij) the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957 have 1957, as amended, not having been Allotted in the Issue;
(vii) non-receipt by the Company of minimum 90% subscription in the Fresh Issue;
(viiik) the Underwriting Agreement not having been executed on or prior to the Drop Dead Datedate of the RoC Filing, unless such date is extended in writing by the BRLM;Company, the Members of the Syndicate and the Registrar to the Issue; or
(ixl) non-receipt of regulatory approvals in a timely manner in accordance with Applicable Law, including failure of the Company to receive the listing and trading approvals from the Stock Exchange within the time period prescribed under Applicable Law or such other date event as may be mutually agreed upon by the Company and the BRLM;Manager, in writing. Failure of Issue prior to Designated Date
3.2.1.2 The Manager shall intimate in writing to the Escrow Collection Bank and/or the Public Issue Account Bank and/or the Refund Bank and/or Sponsor Banks (x) with a copy to the Company), as appropriate, and the Registrar to the Issue of the occurrence of any of the Underwriting Agreement (after its execution)events specified in Clause 3.2.1.1, the Engagement Letter or the Issue Agreement is terminated in accordance with its terms or becomes illegal or unenforceable for any reason or, in the event that its performance has been prevented by any Governmental Authority having requisite authority and jurisdiction in this behalf; or
(xi) such other event whatsoever, as may be mutually agreed upon among the Company and the BRLM in writing.
3.2.1.2. The BRLM shall, on following the receipt of the relevant information from the Company, as the case may be, regarding such an event, intimate in writing to the Escrow Collection Bank, the Refund Bank, the Public Issue Account Bank, the Sponsor Bank and the Registrar to the Issue (with a copy to the Company), of the occurrence of any event specified in Clause 3.2.1.1 of this Agreement (in the form specified prescribed (as set out in Annexure BSchedule I hereto); provided that, on becoming aware of or upon receipt of the information from the Company of the event specified in Clause 3.2.1.1(vii) in relation to minimum subscription requirement in the Issue (“Minimum Subscription Amount Failure”) or Clause 3.2.1.1(ix) to the extent that there is failure to obtain listing and trading approval from the Stock Exchange (“Listing Approval Failure”), the BRLM shall as soon as reasonably possible and in any event, on the same day, intimate in writing (in the form provided in Annexure B) to the Escrow Collection Bank, Refund Bank, Public Issue Account Bank, the Sponsor Bank and the Registrar to the Issue of the occurrence of such event, with a copy to the Company.
3.2.1.3. On receipt of intimation of the failure of the Issue from the BRLM in accordance with Clause 3.2.1.2 of this Agreement:
3.2.1.3 (a) Subject to Applicable Law, Registrar to the Issue shall forthwith, but within one (1) Working Day from such receipt, following the reconciliation of accounts with the The Escrow Collection Bank or Public Issue Account Bankshall, as applicable, provide to the Escrow Collection Bank, the Public Issue Account Bank, the Refund Bank, the Sponsor Bank, the BRLM, the Company, (i) a list on receipt of Beneficiaries and the amounts to be refunded by the Refund Bank an intimation from the Refund Account to such Beneficiaries (Manager in the format specified in Annexure C), and/or (ii) a list of ASBA Bidders for unblocking the ASBA Accounts, including accounts blocked through the UPI mechanism, as applicable, provided that in the event of a Minimum Subscription Amount Failure or Listing Approval Failure, the Registrar to the Issue shall forthwith undertake the reconciliation of accounts on the same day that the Escrow Collection Bank transfers any amounts standing to the credit of the Escrow Accounts to the Refund Account held with the Refund Bank writing as per Clause 3.2.1.3(b) and the Registrar to the Issue shall3.
2.1. 2, on the same day provide the list of Beneficiaries to the BRLM, the Refund Bank, the Sponsor Bank and the Company, and the amounts to be refunded by the Refund Bank to such Beneficiaries and/or a list of ASBA Bidders for unblocking the ASBA Accounts including accounts blocked through the UPI mechanism, as applicable. The Registrar to the Issue shall prepare and deliver to the Company an estimate of the stationery that will be required for printing the refund intimations. The Company shall, within one (1) Working Day of the receipt of the list of Beneficiaries and the amounts to be refunded thereto, prepare and deliver the requisite stationery for printing of refund intimations after notice to the Registrar to the Issue’s office, who in turn shall immediately dispatch such intimations to Manager and the respective Bidders Company forthwith on the same Working Day (for instructions issued during the business hours) and in any event no later than the time period specified in this regard in the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus. The Registrar to the Issue and the Banker to the Issue agree to be bound by any instructions from the BRLM and also agree to render all requisite cooperation and assistance in this regard. The Refund Bank confirms that it has the required technology and processes to ensure that refunds made pursuant to the failure of the Issue in accordance with Clause 3.2.1.1 of this Agreement, shall be credited in accordance with the instructions received from the Registrar to the Issue only to (a) the bank account of the Bidder from which the Bid Amount was remitted to the Escrow Collection Bank for Anchor Investors and unblocked in the same ASBA Accounts, including accounts blocked through the UPI mechanism, as applicable, in case of ASBA Bidders, in accordance with Rule 11 of the Companies (Prospectus and Allotment of Securities) Rules, 2014, and (b) the bank account of the Underwriter or any other person in respect of any amounts deposited by the Underwriter or any other person in the relevant Escrow Account pursuant to any underwriting obligations in terms of the Underwriting Agreement. The Registrar further acknowledges the liability of the Company to pay interest for delayed issue of refunds in accordance with the ICDR Regulations and other Applicable Laws, including the March 31 Refund Circular and shall accordingly provide all assistance in this regard in terms of the UPI Circulars, including the March 31 Refund Circular, to ensure that the refunds are made within four (4) days in case of Minimum Subscription Amount Failure or the Listing Approval Failure.
(b) The Registrar to the Issue, together with the BRLM, shall forthwith but within the same Working Day, instruct the Escrow Collection Bank to transfer any amounts standing to the credit of the Escrow Accounts or the Public Issue Account, as applicable, to the Refund Account (with a copy to the Refund Bank, the Company) (in the form specified in Annexure D). The Escrow Collection Bank shall, after notice to the Company forthwith but not later than one (1) Working Day from the receipt of written intimation from the notice under Clause 3.2.1.2Manager, ensure the transfer of such amounts standing to the credit of the Escrow Accounts or the Public Issue Account, as applicable to the Refund Account as directed by the Registrar to the Issue and the BRLM; provided that in the event of a Minimum Subscription Amount Failure or a Listing Approval Failure, the Escrow Collection Bank shall forthwith, on the same Working Day, or in the event the intimation is received post Banking Hours, on the immediate next Working Day, transfer, with notice to the BRLM and the Company any amounts standing to the credit of the Escrow Accounts to the Refund Account held with the Refund Bank.
3.2.1.4. The Refund Bank shall, upon receipt for the purpose of the list of Beneficiaries and the refunding such amounts to be refunded to such Beneficiaries in accordance with Clause 3.2.1.3 (a) of this Agreement, after notice to the BRLM, the Company forthwith but not later than one (1) Working Day from the date of transfer of amounts from the Escrow Accounts, ensure the transfer of any amounts standing to the credit of the Refund Account to the account of the Beneficiaries Anchor Investors as directed by the Registrar Manager. Immediately upon the transfer of amounts to the Issue in the form specified in Annexure C, provided that, in the event of a Minimum Subscription Amount Failure or a Listing Approval FailureRefund Account, the Refund Bank shall forthwith transfer the requisite amounts as provided herein on appropriately confirm the same Working Day as the date of receipt of the list of Beneficiaries, or if such list of Beneficiaries is received post Banking Hours, on the immediately following Working Day. The Refund Bank shall provide the details of the UTR/control numbers of such remittances to the Registrar to the Issue on the same day if the instruction is received before 4:00 p.m. I.S.T. Such Anchor Investors will be sent a letter through electronic mail on the date of the remittance and through registered post by the Registrar to the Issue informing them about the mode of credit of refund within one (1) Working Day after the remittance date. In the event of any returns/rejects from NEFT/RTGS/NACH/direct creditIssue, the Refund Bank shall inform the BRLM forthwith and arrange for such refunds to be made through issue and immediate delivery of demand drafts if requested by the Bidder and/or the BRLM. The Refund Bank shall act in accordance with the instructions of the BRLM for issuances of these instruments. The entire process of refunds shall be completed within such period of time as required under Applicable Law.
3.2.1.5. The Escrow Collection Bank, the Public Issue Account Bank, the Refund Bank Manager and the Sponsor Bank shall be discharged of all their legal obligations under this Agreement only if they have acted bona fide and in good faith and in accordance with the terms of this Agreement, the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus, applicable SEBI Regulations and any other Applicable LawCompany.
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