RESPONSIBILITIES OF THE MEMBERS OF THE SYNDICATE. 3.1 Each Member of the Syndicate hereby, severally and not jointly, represents and warrants to the Company, each of the Selling Shareholders and to the other Parties, in relation to the Offer, that (a) it is an intermediary registered with SEBI and has a valid SEBI registration certificate for acting as a Member of the Syndicate (“Registration Certificate”) and has not been debarred or prohibited from acting as an intermediary by SEBI; and in the event of withdrawal or cancellation of their Registration Certificate, such Member of the Syndicate shall promptly inform the fact of such withdrawal or cancellation to other Parties; and (b) this Agreement has been duly authorized, executed and delivered by it, and is a valid and legally binding obligation of such Member of the Syndicate in accordance with the terms of this Agreement. 3.2 Subject to Clauses 3.3, 3.4 and 3.5 below, each of the Members of the Syndicate shall have the following responsibilities and obligations in relation to the Offer, and each Member of the Syndicate hereby severally (and not jointly, or jointly and severally) represents, warrants, agrees, covenants and undertakes to the Company, the Selling Shareholders and other Members of the Syndicate on behalf of itself, and to the extent relevant, its respective Sub-Syndicate Members that: (i) it, or the respective Sub-Syndicate Member appointed by it, shall be responsible for collection of Bids (including Bids using the UPI Mechanism) from the ASBA Bidders bidding through any Member of the Syndicate or their respective Sub-Syndicate Members (other than Bids directly submitted to the SCSBs or Bids collected by Registered Brokers at the Broker Centres, CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations or the Bids submitted by the Anchor Investors to the BRLMs), only at the Specified Locations, as applicable, in the manner specified in this Agreement, the SEBI ICDR Regulations, the Offer Documents, the terms of the Bid cum Application Form, other Applicable Laws and instructions issued jointly by the BRLMs and the Registrar to the Offer. Provided that in the event of any failure of Bids on account of any non-bidding, error, fraud or malpractice by the relevant SCSB with whom such Syndicate ASBA Bid was submitted, deposited or forwarded by the Members of the Syndicate, the Member of the Syndicate shall not be liable and the relevant SCSB shall be responsible for the same; (ii) it shall follow all instructions issued by the BRLMs and the Registrar to the Offer, in accordance with Applicable Law and this Agreement, in dealing with the Bid cum Application Forms including with respect to (a) the Bids submitted by QIBs (including Anchor Investors which shall be in accordance with Clause 3.5 below) and (b) the Bids submitted through their respective Sub-Syndicate Members, as applicable, at Specified Locations; (iii) all Bids (other than Bids by UPI Bidders) shall be submitted to an SCSB for uploading and blocking of the funds and uploading on the electronic bidding platform of the Stock Exchanges; (iv) any Bids submitted by the Syndicate/ their respective Sub-Syndicate Members to an SCSB shall be made on a special Bid cum Application Form and the heading/ watermark “Syndicate ASBA” must be used by the Syndicate/ Sub-Syndicate Member along with the SM Code and Broker Code mentioned on such special Bid cum Application Form to be eligible for brokerage on Allotment. However, any such special Bid cum Application Forms used for Bids by UPI Bidders shall not be eligible for brokerage; (v) it agrees and acknowledges that the Bids by Anchor Investors shall be submitted at the select offices of the BRLMs and shall not be collected by the Syndicate Members; (vi) it shall procure Bid cum Application Forms from ASBA Bidders bidding through any Member of the Syndicate or their respective Sub-Syndicate Members, as applicable, only at the Specified Locations; (vii) it shall accept Bids from Bidders (other than Anchor Investors) only through ASBA process in terms of the SEBI Process Circulars. Bids through any other modes (other than Bids submitted by Anchor Investors) shall be treated as invalid and be rejected. If it accepts any Bids through modes other than ASBA process (other than Bids submitted by Anchor Investors), it shall be solely responsible for any consequences arising as a result of accepting such Bid and for resolving any investor grievances arising as a result thereof; (viii) it shall not register/upload any Bid without first accepting the duly filled Bid cum Application Form in writing (including via facsimile), from the Bidder, whether in India or abroad; it shall be responsible for the completion and accuracy of all details (including the correct UPI ID for Bids by UPI Bidders) to be entered into the electronic bidding system of the Stock Exchanges based on the filled in Bid cum Application Form received by it including the correct UPI ID of the UPI Bidders and, subject to Clause 2.4, shall be responsible for any default, mistake or error in the Bid details uploaded by it or subsequent corrections including the UPI related details (as applicable) if such default, mistake or error are solely attributable to it and in resolving investor grievances arising from such errors, if such errors are solely attributable to it; it shall ensure that the required documents are attached to the Bid cum Application Form prior to uploading any Bid including Bids by UPI Bidders, and it shall ensure that such Bids are uploaded on the electronic bidding systems of the Stock Exchanges on a regular basis during the Bid/ Offer Period in compliance with the SEBI ICDR Regulations and SEBI Process Circular, and within such time as permitted by the Stock Exchanges and the SEBI ICDR Regulations; it shall forward a schedule in the format prescribed under the UPI Circulars along with the Bid cum Application Form (carrying its identification mark), other than Bids by UPI Bidders under the UPI Mechanism, to the branch of the respective SCSBs for blocking of funds, within such time as permitted by the Stock Exchanges and Applicable Law or within such other timeline as prescribed under the UPI Circulars; (ix) it shall, after uploading the Bid, affix a stamp and give an acknowledgment, either by way of a counterfoil or specifying the application number to the Bidder as proof of having accepted the Bid cum Application Form in physical or electronic form, respectively, in accordance with Applicable Law. Further, it shall retain the physical Bid cum Application Forms submitted by UPI Bidders using UPI as a payment mechanism for a period of six months or such other period as may be prescribed, and shall thereafter forward such forms to the Company / Registrar; and shall maintain electronic records related to electronic Bid cum Application Forms submitted by such UPI Bidders for a minimum period of three years or such other period as may be prescribed under Applicable Law; (x) it will enter each Bid and UPI ID (if applicable) option into the electronic bidding system as a separate Bid within the timelines prescribed by SEBI and generate a transaction registration slip for each price and demand option and give the same to the Bidder on request; (xi) it shall accept and upload Bids by ASBA Bidders only during the Bid/ Offer Period. In case of Anchor Investors, the BRLMs shall accept Bids only during the Anchor Investor Bid/ Offer Period as applicable and as specified in the Red ▇▇▇▇▇▇▇ Prospectus and in accordance with the Applicable Laws; (xii) at the end of each day during the Bid/ Offer Period, the demand for the Equity Shares (excluding the allocation made to the Anchor Investors during the Anchor Investor Bid/ Offer Period) and the Bid prices shall be displayed on an online graphical display at its Bidding terminals, for information to the public; (xiii) it agrees that Anchor Investors shall upload/submit their Bids only through the BRLMs or their Affiliates. No other Member of the Syndicate shall solicit orders or collect Bids from any Anchor Investors. It agrees that the Members of the Syndicate (only in the Specified Locations) have the right to accept or reject Bids by QIBs (other than Anchor Investors). Further, Bids from QIBs can also be rejected, by the Company in consultation with the BRLMs, on technical grounds or such grounds as described in the Offer Documents, in compliance with Applicable Law. Bids from Non-Institutional Bidders, Retail Individual Bidders and UPI Bidders can be rejected on technical grounds only as described in the Offer Documents, in compliance with Applicable Law. It shall not accept any Bids (other than from Anchor Investors and Bids using the UPI mechanism)that are not made through the ASBA process and shall be treated as invalid and liable to be rejected. UPI Bidders using UPI Mechanism, may also submit their ASBA Forms with the Registered Brokers, RTA or Depository Participants; (xiv) no Member of the Syndicate shall accept any Bids from any Overseas Corporate Body; (xv) it shall procure ASBA Forms from Syndicate ASBA Bidders only at the Specified Locations; (xvi) it shall ensure availability of adequate infrastructure and other facilities for Bidding, and that at least one of the members of the Syndicate shall be present at the Specified Locations so that there is least one electronically linked computer terminal, for the purpose of Bidding and for data entry of the Bids in a timely manner at all the Specified Locations; (xvii) except in relation to the Bids received from Anchor Investors, Bids and any revisions in Bids will be accepted only between 10.00 a.m. and 5.00 p.m. (Indian Standard Time) during the Bid/ Offer Period at the Specified Locations (except on Bid/ Offer Closing Date, which for QIBs may be one Working Day prior to the Bid/ Offer Closing Date for other categories of Bidders). On the Bid/ Offer Closing Date, Bids and any revisions in Bids will only be accepted between 10.00 a.m. (Indian Standard Time) and 3.00 p.m. (Indian Standard Time). On the Bid/ Offer Closing Date Bids shall be uploaded until (i) 4.00 p.m. (Indian Standard Time) in case of Bids by QIBs and Non-Institutional Investors; and (ii) until 5.00 p.m. (Indian Standard Time) or such extended time as permitted by the Stock Exchanges, in case of Bids by Retail Individual Bidders after taking into account the total number of applications received up to the closure of timings and reported by the BRLMs to the Stock Exchanges. Bids will be accepted only on Working Days. The Company, in consultation with the Book Running Lead Managers may consider closing the Bid / Offer Period for QIBs one day prior to the Bid / Offer Closing Date in accordance with the SEBI ICDR Regulations. Any revision in the uploading time instructed by the Stock Exchanges shall be communicated to the Sub-Syndicate Members who in turn shall communicate such revision to their agents. It is clarified that Bids not uploaded on the electronic bidding system would be considered rejected. Bids by ASBA Bidders shall be uploaded in the electronic system to be provided by the Stock Exchanges by Designated Intermediaries in case of any discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical or electronic ASBA Form, for a particular Bidder, the details of the Bid file received from Stock Exchanges may be taken as final data for the purposes of Allotment; (xviii) it shall ensure that its Sub-Syndicate Members shall, as applicable and in accordance with the UPI Circulars, enter the following details of an ASBA Bidder who submits an ASBA Bid at the Specified Locations in the electronic bidding system: (a) symbol; (b) intermediary code; (c) intermediary name; (d) location code; (e) name of the bidder; (f) name of the bank; (g) bank code; (h) category – individual, corporate, QIB, eligible NRI, etc.; (i) PAN (of the sole/first Bidder); (j) number of Equity Shares Bid for; (k) price per Equity Share; (l) Bid cum Application Form number; (m) DP ID and Client ID; (n) quantity; (o) amount; (p) order number; (q) depository of the beneficiary account of the Bidder; and (r) UPI ID. For Anchor Investors, the BRLMs shall enter details of the respective Anchor Investor Bid Amount as well as the payment reference; (xix) it and its Sub-Syndicate Members, if any, shall undertake necessary modifications of select fields in the Bid details, already uploaded by it during the Bid/Offer Period, in compliance with Applicable Law, including the UPI Circulars and the Exchange Circulars; (xx) it shall provide the identification numbers (terminal IDs) of all Specified Locations and those of its Sub-Syndicate Members, if any, to the Registrar to the Offer together with such other information that may be necessary to enable the Registrar to the Offer to keep a record of the bidding at each such bidding center at the end of each day during the Bid/ Offer Period; (xxi) it shall register and upload the Bids received by it and its Sub-Syndicate Members, onto the electronic bidding system as soon as practicable on the same Working Day on which the Bids are received (subject to the Stock Exchanges permitting such upload on the same Working Day). The BRLMs will instruct the Anchor Investors to deposit their Bid Amounts into the Escrow Accounts of the Company maintained with the designated Escrow Collection Banks for Anchor Investors, on the same day on which the Bid was received or any other period as agreed with the BRLMs in consultation with the Registrar to the Offer within the time period prescribed under the SEBI ICDR Regulations and other Applicable Law, and for the remaining Bid Amount (in cases where the Anchor Investor Allocation Price is lower than the Offer Price), on or prior to the Anchor Investor Pay-in Date; and it acknowledges that if the relevant Bid Amounts are not deposited within the time period stipulated herein, then such Bids are liable to be rejected; (xxii) the Members of the Syndicate or any of their Sub-Syndicate Members shall enter details of a Bidder in the electronic bidding system as specified in the Red ▇▇▇▇▇▇▇ Prospectus, the Preliminary Offering Memorandum, the SEBI ICDR Regulations and any circular issued by the SEBI from time to time; (xxiii) it shall ensure that all records of the Bids including the ASBA Forms (submitted by the Syndicate ASBA Bidders), together with supporting documents, are maintained and forwarded to the SCSBs, except in relation to Bids from UPI Bidders, within the time periods specified by the Stock Exchanges or the SEBI ICDR Regulations, the SEBI Process Circulars or UPI Circulars; (xxiv) except for UPI Bidders, it shall ensure that it has affixed its stamp on each Bid cum Application Form forwarded by it to SCSBs or Escrow Collection Banks or the Registrar, as applicable, under “Broker’s/ SCSB Branch’s Stamp / RTA /CDP” (as applicable) as an acknowledgement of upload of the Bid in the electronic bidding system of the Stock Exchanges; Bid cum Application Forms (except electronic Bid cum Application Forms) that do not bear such stamp are liable to be rejected. It is however clarified that Bids by Anchor Investors do not get uploaded on electronic bidding system of the Stock Exchanges on the Anchor Investor Bidding Date; (xxv) in relation to the Bids procured from Anchor Investors, the BRLMs shall be responsible for providing a schedule (including application number, payment instrument number/ RTGS / NEFT/ UTR control number and Bid Amount paid by Anchor Investors) to the Escrow Collection Bank during the Anchor Investor Bid/ Offer Period or any other period as agreed among the BRLMs in consultation with the Registrar to the Offer; (xxvi) it shall provide the Registrar to the Offer with a daily record, with a separate section for each of its bidding centers and those of its Sub-Syndicate Members, details relating to the Bid cum Application Forms received from the Bidders, details regarding registration of the Bids and Bid Amounts (other than Bids collected by SCSBs, CDPs, RTAs and Registered Brokers). This record (except Bids by Anchor Investors, and Bids by UPI Bidders using the UPI mechanism) shall be made available to the Registrar no later than 5 p.m. IST on any given day, or any such time permissible under Applicable Law, as agreed w
Appears in 2 contracts
Sources: Syndicate Agreement, Syndicate Agreement
RESPONSIBILITIES OF THE MEMBERS OF THE SYNDICATE.
3.1 Each Member of The Parties acknowledge that pursuant to SEBI ICDR Regulations and the Syndicate herebySEBI Process Circulars, severally all Bidders (other than Anchor Investors) are required to mandatorily submit their Bids and not jointly, represents and warrants to the Company, each of the Selling Shareholders and to the other Parties, in relation to the Offer, that (a) it is an intermediary registered with SEBI and has a valid SEBI registration certificate for acting as a Member of the Syndicate (“Registration Certificate”) and has not been debarred or prohibited from acting as an intermediary by SEBI; and participate in the event of withdrawal or cancellation of their Registration Certificate, such Member of Offer through the Syndicate shall promptly inform the fact of such withdrawal or cancellation to other Parties; and (b) this Agreement has been duly authorized, executed and delivered by it, and is a valid and legally binding obligation of such Member of the Syndicate in accordance with the terms of this AgreementASBA process including UPI Mechanism.
3.2 Subject to Clauses 3.3, 3.4 and Clause 3.5 below, each of the Members members of the Syndicate shall have the following responsibilities and obligations in relation to the Offer, and each Member member of the Syndicate hereby severally (and not jointly, or jointly and severally) represents, warrants, agrees, covenants and undertakes to the Companyundertakes, the Selling Shareholders and other Members of the Syndicate on behalf of itself, and to the extent relevant, its respective Sub-Syndicate syndicate Members that:
(i) it, or the respective Sub-Syndicate Member appointed by it, shall be responsible for collection of Bids (including Bids using the UPI Mechanism) from the Syndicate ASBA Bidders bidding through any Member of and the Syndicate or their respective Sub-Syndicate Members (other than Bids directly submitted to the SCSBs or Bids collected by Registered Brokers at the Broker Centres, CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations or the Bids submitted by Book Running Lead Managers shall be responsible for instructing the Anchor Investors to deposit Bid Amount in the BRLMs), only at the Specified Locations, as applicable, Escrow Account in the manner specified in this Agreement, the SEBI ICDR RegulationsRegulations and any other Applicable Law, and the Offer Documents, the terms of the Bid cum Application Form, other Applicable Laws and instructions issued jointly by the BRLMs and the Registrar to the Offer. Provided that in the event of any failure of Bids on account of any non-bidding, error, fraud or malpractice by the relevant SCSB with whom such Syndicate ASBA Bid was submitted, deposited or forwarded by the Members of the Syndicate, the Member of the Syndicate shall not be liable and the relevant SCSB shall be responsible for the sameDocuments as applicable;
(ii) it shall follow all instructions issued by the BRLMs and the Registrar to the Offer, in accordance with Applicable Law and this Agreement, in dealing with the Bid cum Application Forms including with respect to (a) the Bids submitted by QIBs (including Anchor Investors which shall be in accordance with Clause 3.5 below) and (b) the Bids submitted through their respective Sub-Syndicate Members, as applicable, at Specified Locations;
(iii) all Bids (other than Bids by UPI Bidders) shall be submitted to an SCSB for uploading and blocking of the funds and uploading on the electronic bidding platform of the Stock Exchanges;.
(iviii) any Bids submitted by the Syndicate/ their respective Sub-Syndicate Members to an SCSB shall be made on a special Bid cum Application Form and the heading/ watermark “Syndicate ASBA” must be used by the Syndicate/ Sub-Syndicate Member along with the SM Code code and Broker Code broker code mentioned on such special Bid cum Application Form to be eligible for brokerage on Allotment. However, any such special Bid cum Application Forms used for Bids by UPI Bidders shall not be eligible for brokerage;
(viv) it agrees and acknowledges that the Bids by Anchor Investors shall be submitted at the select offices of the BRLMs Book Running Lead Managers and shall not be collected by the Syndicate Members;
(viv) it shall procure follow all instructions issued by the Book Running Lead Managers and the Registrar in dealing with the Bid cum Application Forms from (including with respect to Bids by the Syndicate ASBA Bidders bidding through any Member of and the Syndicate Anchor Investors) procured by it or their its respective Sub-Syndicate Members, as applicableif any, only at the Specified Locations;
(vii) it shall accept Bids from Bidders (other than Anchor Investors) only through ASBA process in terms of the SEBI Process Circulars. Bids through any other modes (other than Bids submitted by Anchor Investors) shall be treated as invalid and be rejected. If it accepts any Bids through modes other than ASBA process (other than Bids submitted by Anchor Investors), it shall be solely responsible for any consequences arising as a result of accepting such Bid and for resolving any investor grievances arising as a result thereof;
(viiivi) it shall not register/upload any Bid without first accepting the duly filled Bid cum Application Form in writing (including via facsimile), electronic means) from the Bidder, whether in India or abroad; it . It shall be responsible for the completion and accuracy of all details (including the correct UPI ID for Bids by UPI Bidders) to be entered into the electronic bidding system of the Stock Exchanges based on the filled in Bid cum Application Form received by it including the correct UPI ID of the UPI Bidders and, subject to Clause 2.42.3, shall be responsible for any default, mistake or error in the Bid details uploaded by it or subsequent corrections including the UPI related details (as applicable) if such default, mistake or error are solely attributable to it and in resolving investor grievances arising from such errorsdefault, mistake or error, if such errors are default, mistake or error is solely attributable to it; it shall ensure that the required documents are attached to the Bid cum Application Form prior to uploading any Bid including Bids by UPI BiddersBid, and it shall ensure that such Bids and UPI IDs (as applicable) are uploaded on the electronic bidding systems of the Stock Exchanges on a regular basis during the Bid/ Offer Period in compliance with the SEBI ICDR Regulations and SEBI Process CircularRegulations, and within such time as permitted by the Stock Exchanges and the SEBI ICDR Regulations; it shall forward a schedule in the format prescribed under the UPI Circulars along with the Bid cum Application Form (carrying its identification mark), other than Bids by UPI Bidders under the UPI Mechanism, to the branch of the respective SCSBs for blocking of funds, within such time as permitted by the Stock Exchanges and Applicable Law or within such other timeline as prescribed under the UPI Circulars;
(ixvii) it shall, after uploading the Bid, affix a stamp and shall give an acknowledgment, either by way of a counterfoil acknowledgment or specifying specify the application number to the Bidder as proof of having accepted the Bid cum Application Form in physical or electronic form, respectively, in accordance with Applicable Law. Further, it shall retain the physical Bid cum Application Forms submitted by UPI Bidders using UPI as a payment mechanism for a period of six months or such other period as may be prescribed, and shall thereafter forward such forms to the Company / Company/ Registrar; and shall maintain electronic records related to electronic Bid cum Application Forms submitted by such UPI Bidders for a minimum period of three years or such other period as may be prescribed under Applicable Law;
(xviii) as specified in the Red ▇▇▇▇▇▇▇ Prospectus, the Preliminary Offering Memorandum and the SEBI Regulations, the members of the Syndicate or any of their Sub-Syndicate Members shall enter the details of a Bidder, including UPI ID, if applicable, in the electronic bidding system. Further, it will and its Sub- Syndicate Members shall enter each Bid option and UPI ID (if applicable) option into the electronic bidding system as a separate Bid within the timelines prescribed by SEBI and generate a transaction registration slip an Acknowledgement Slip for each price and demand option and give the same furnish such Acknowledgement Slip to the Bidder on Bidder, including upon request;
(xiix) it shall accept and upload Bids by ASBA Bidders only during the Bid/ Bid/Offer Period. In case of Anchor Investors, the BRLMs shall accept Bids only during the Anchor Investor Bid/ Offer Period as applicable and as specified in the Red ▇▇▇▇▇▇▇ Prospectus Prospectus, and in accordance with Applicable Law. The members of the Applicable LawsSyndicate shall indicate any revision in Price Band or change in Bid/Offer Period on the relevant website and the terminals of the members of the Syndicate, pursuant to any public notice that may be released by the Company in this regard. In case of Anchor Investors, the Book Running Lead Managers shall accept Bids only on the Anchor Investor Bidding Date;
(xiix) at the end of each day during the Bid/ Bid/Offer Period, the demand for the Equity Shares (excluding the allocation made to the Anchor Investors during on the Anchor Investor Bid/ Offer PeriodBidding Date) and the Bid prices shall be displayed on an online graphical display at its Bidding terminals, for information to the public;
(xiiixi) it agrees that Anchor Investors shall upload/submit their Bids only through the BRLMs or their AffiliatesBook Running Lead Managers. No other Member member of the Syndicate shall solicit orders or collect Bids from any Anchor Investors. It agrees that the Members members of the Syndicate (only in the Specified Locations) have the right to accept or reject Bids by QIBs (other than Anchor Investors). Further, Bids from QIBs can also be rejected, rejected by the Company and the Selling Shareholders, in consultation with the BRLMs, Book Running Lead Managers on technical grounds or such grounds as described in the Offer Documents, in compliance with Applicable Law. Bids from Non-Institutional Bidders, Bidders and Retail Individual Bidders and UPI Bidders can be rejected on technical grounds only as described in the Offer Documents, in compliance with Applicable Lawonly. It shall not accept any Bids (other than from Anchor Investors and Bids using the UPI mechanism)that Investors) that are not made through the ASBA process and shall be treated as invalid and liable to be rejectedprocess. UPI Bidders using UPI Mechanism, may also submit their ASBA Forms with the Registered Brokers, RTA RTAs or Depository ParticipantsCDPs;
(xivxii) no Member member of the Syndicate shall accept any Bids from any Overseas Corporate Body;
(xvxiii) it shall procure ASBA Forms from Syndicate ASBA Bidders only at the Specified Locations;
(xvixiv) it shall ensure the availability of adequate infrastructure and other facilities for Biddingfacilities, and that including at least one of the members of the Syndicate shall be present at the Specified Locations so that there is least one electronically linked computer terminal, terminal at all the Specified Locations is available for the purpose of Bidding and for data entry of the Bids in a timely manner at all the Specified Locationsmanner;
(xviixv) except in relation to the Bids received from Anchor Investors, Bids and any revisions in Bids will be accepted only between 10.00 10:00 a.m. IST and 5.00 5:00 p.m. (Indian Standard Time) IST during the Bid/ Bid/Offer Period (except on the Bid/Offer Closing Date) at the Specified Locations (except on Bid/ Offer Closing Date, which for QIBs may be one Working Day prior to the Bid/ Offer Closing Date for other categories of Bidders)Locations. On the Bid/ Bid/Offer Closing Date, Bids and any revisions in Bids will only be accepted between 10.00 10:00 a.m. (Indian Standard Time) IST and 3.00 3:00 p.m. (Indian Standard Time). On the Bid/ Offer Closing Date Bids shall be IST and uploaded until (i) 4.00 4:00 p.m. (Indian Standard Time) IST in case of Bids by QIBs and Non-Institutional InvestorsBidders; and (ii) until 5.00 5:00 p.m. (Indian Standard Time) IST or such extended time as permitted by the Stock Exchanges, in case of Bids by Retail Individual Bidders Bidders, after taking into account the total number of applications received up to the closure of timings and reported by the BRLMs Book Running Lead Managers to the Stock Exchanges. Bids will be accepted only on Working Days. The CompanyCompany may, in consultation with the Book Running Lead Managers may Managers, consider closing the Bid / Offer Period for QIBs one day prior to the Bid / Offer Closing Date in accordance with the SEBI ICDR Regulations. Bids will be accepted only on Working Days. Any revision in the uploading time instructed by the Stock Exchanges shall be communicated to the Sub-Syndicate Members who in turn shall communicate such revision to their agents. It is clarified that Bids not uploaded on the electronic bidding system would be considered rejected. Bids by ASBA Bidders shall be uploaded in the electronic system to be provided by the Stock Exchanges by for the Designated Intermediaries Intermediaries; in case of any discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical or electronic ASBA Form, for a particular Bidder, the details of the Bid file received from Stock Exchanges may be taken as final data for the purposes of Allotment;
(xviiixvi) it shall ensure that its Sub-Syndicate Members shall, as applicable and in accordance with the UPI Circulars, enter the following details of an ASBA Bidder who submits an ASBA Bid at the Specified Locations in the electronic bidding system: (a) symbol; (b) intermediary code; (c) intermediary name; (d) location code; ;
(e) name of the bidder; (f) name of the bank; (g) bank code; (h) category – individual, corporate, QIB, eligible NRI, etc.; (i) PAN (of the sole/first Bidder); (j) number of Equity Shares Bid for; (k) price per Equity Share; (l) Bid cum Application Form number; (m) DP ID and Client ID; (n) quantity; (o) amount; ;
(p) order number; and (q) depository of the beneficiary account of the Bidder; and (r) UPI ID. For Anchor Investors, the BRLMs Book Running Lead Managers shall enter details of the respective Anchor Investor Bid Amount as well as the payment reference;
(xix) it and its Sub-Syndicate Members, if any, shall undertake necessary modifications of select fields in the Bid details, already uploaded by it during the Bid/Offer Period, in compliance with Applicable Law, including the UPI Circulars and the Exchange Circulars;
(xx) it shall provide the identification numbers (terminal IDs) of all Specified Locations and those of its Sub-Syndicate Members, if any, to the Registrar to the Offer together with such other information that may be necessary to enable the Registrar to the Offer to keep a record of the bidding at each such bidding center at the end of each day during the Bid/ Offer Period;
(xxi) it shall register and upload the Bids received by it and its Sub-Syndicate Members, onto the electronic bidding system as soon as practicable on the same Working Day on which the Bids are received (subject to the Stock Exchanges permitting such upload on the same Working Day). The BRLMs will instruct the Anchor Investors to deposit their Bid Amounts into the Escrow Accounts of the Company maintained with the designated Escrow Collection Banks for Anchor Investors, on the same day on which the Bid was received or any other period as agreed with the BRLMs in consultation with the Registrar to the Offer within the time period prescribed under the SEBI ICDR Regulations and other Applicable Law, and for the remaining Bid Amount (in cases where the Anchor Investor Allocation Price is lower than the Offer Price), on or prior to the Anchor Investor Pay-in Date; and it acknowledges that if the relevant Bid Amounts are not deposited within the time period stipulated herein, then such Bids are liable to be rejected;
(xxii) the Members of the Syndicate or any of their Sub-Syndicate Members shall enter details of a Bidder in the electronic bidding system as specified in the Red ▇▇▇▇▇▇▇ Prospectus, the Preliminary Offering Memorandum, the SEBI ICDR Regulations and any circular issued by the SEBI from time to time;
(xxiii) it shall ensure that all records of the Bids including the ASBA Forms (submitted by the Syndicate ASBA Bidders), together with supporting documents, are maintained and forwarded to the SCSBs, except in relation to Bids from UPI Bidders, within the time periods specified by the Stock Exchanges or the SEBI ICDR Regulations, the SEBI Process Circulars or UPI Circulars;
(xxiv) except for UPI Bidders, it shall ensure that it has affixed its stamp on each Bid cum Application Form forwarded by it to SCSBs or Escrow Collection Banks or the Registrar, as applicable, under “Broker’s/ SCSB Branch’s Stamp / RTA /CDP” (as applicable) as an acknowledgement of upload of the Bid in the electronic bidding system of the Stock Exchanges; Bid cum Application Forms (except electronic Bid cum Application Forms) that do not bear such stamp are liable to be rejected. It is however clarified that Bids by Anchor Investors do not get uploaded on electronic bidding system of the Stock Exchanges on the Anchor Investor Bidding Date;
(xxv) in relation to the Bids procured from Anchor Investors, the BRLMs shall be responsible for providing a schedule (including application number, payment instrument number/ RTGS / NEFT/ UTR control number and Bid Amount paid by Anchor Investors) to the Escrow Collection Bank during the Anchor Investor Bid/ Offer Period or any other period as agreed among the BRLMs in consultation with the Registrar to the Offer;
(xxvi) it shall provide the Registrar to the Offer with a daily record, with a separate section for each of its bidding centers and those of its Sub-Syndicate Members, details relating to the Bid cum Application Forms received from the Bidders, details regarding registration of the Bids and Bid Amounts (other than Bids collected by SCSBs, CDPs, RTAs and Registered Brokers). This record (except Bids by Anchor Investors, and Bids by UPI Bidders using the UPI mechanism) shall be made available to the Registrar no later than 5 p.m. IST on any given day, or any such time permissible under Applicable Law, as agreed w
Appears in 1 contract
Sources: Syndicate Agreement
RESPONSIBILITIES OF THE MEMBERS OF THE SYNDICATE.
3.1 The Parties acknowledge that pursuant to SEBI ICDR Regulations and the SEBI Process Circulars, all ASBA Bidders are required to mandatorily submit their Bids and participate in the Offer through the ASBA process and all Syndicate ASBA Bidders that are UPI Bidders are required to mandatorily Bid through the UPI Mechanism.
3.2 Each Member of the Syndicate hereby, severally and not jointly, represents and warrants to the Company, each of the Promoter Selling Shareholders Shareholder and to the other Parties, in relation to the Offer, that that: (a) it is an intermediary registered with SEBI and has a valid SEBI registration certificate for acting as a Member of the Syndicate (“Registration Certificate”) and has not been debarred or prohibited (including ad interim probation) from acting as an intermediary by SEBISEBI or any other regulatory authority; and in the event of such withdrawal or cancellation of their Registration Certificate, such Member of the Syndicate shall promptly inform the fact of such withdrawal or cancellation to all other Parties; and (b) this Agreement has been duly authorized, executed and delivered by it, and is a valid and legally binding obligation of such Member of the Syndicate and is enforceable against such Member of the Syndicate in accordance with the terms of this AgreementAgreement and Applicable Law.
3.2 3.3 Subject to Clauses 3.3, 3.4 and Clause 3.5 below, each of the Members of the Syndicate shall have the following responsibilities and obligations in relation to the Offer, and each Member member of the Syndicate hereby severally (and not jointly, or jointly and severally) represents, warrants, agrees, covenants and undertakes to the Company, the Selling Shareholders and other Members of the Syndicate Syndicate, on behalf of itself, and to the extent relevant, its respective Sub-Syndicate Members thatMembers:
(i) it, or the respective Sub-Syndicate Member Members appointed by it, shall be responsible for collection of Bids (including Bids using the UPI Mechanism) from the Syndicate ASBA Bidders bidding through any Member of the Syndicate or their respective Sub-Syndicate Members (other than Bids directly submitted to the SCSBs or Bids collected by Registered Brokers at the Broker Centres, CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations or the Bids submitted by the Anchor Investors to the BRLMs)) and the Book Running Lead Managers and the Registrar, only at jointly, shall be responsible for instructing the Specified Locations, as applicable, Anchor Investors to deposit Bid Amount in the Escrow Account in the manner specified in this Agreement, the SEBI ICDR RegulationsRegulations and any other Applicable Law, the Offer DocumentsRed ▇▇▇▇▇▇▇ Prospectus, the terms of Prospectus, the Preliminary Offering Memorandum, the Offering Memorandum, Bid cum Application Form, other Applicable Laws and instructions issued jointly by the BRLMs Form and the Registrar to the OfferAllotment Advice as applicable. Provided that in the event of any failure of Bids on account of any non-bidding, error, fraud or malpractice by the relevant SCSB with whom such Syndicate ASBA Bid was submitted, deposited or forwarded by the Members of the SyndicateHowever, the Syndicate Member of or the Sub-Syndicate Member shall not be liable and for any error on account of the relevant SCSB shall be responsible for the sameSCSBs;
(ii) it agrees and acknowledges that the Bids by Anchor Investors shall follow all instructions issued be submitted at the select offices of the Book Running Lead Managers and shall not be collected by the BRLMs and the Registrar to the Offer, in accordance with Applicable Law and this Agreement, in dealing with the Bid cum Application Forms including with respect to (a) the Bids submitted by QIBs (including Anchor Investors which shall be in accordance with Clause 3.5 below) and (b) the Bids submitted through their respective Sub-Syndicate Members, as applicable, at Specified LocationsMember;
(iii) all Bids (other than Bids by UPI Bidders) shall be submitted to an SCSB for uploading and blocking of the funds and uploading on the electronic bidding platform of the Stock Exchanges;
(iv) any Bids submitted by the Syndicate/ their respective Sub-Syndicate Members to an SCSB shall be made on a special Bid cum Application Form and the heading/ watermark “Syndicate ASBA” must be used by the Syndicate/ Sub-Syndicate Member along with the SM Code and Broker Code mentioned on such special Bid cum Application Form to be eligible for brokerage on Allotment. However, any such special Bid cum Application Forms used for Bids by UPI Bidders shall not be eligible for brokerage;
(v) it agrees and acknowledges that will not accept Bid cum Application Forms from Bidders using UPI as a payment mechanism if they are not in accordance with the Bids by Anchor Investors shall be submitted at the select offices of the BRLMs and shall not be collected by the Syndicate MembersUPI Circulars;
(vi) it shall procure follow all instructions issued by the Book Running Lead Managers and the Registrar in dealing with the Bid cum Application Forms from ASBA Bidders bidding through any Member of (including with respect to Bids by the Syndicate ASBA Bidders) procured by it or their its respective Sub-Syndicate Members, as applicableif any, only at the Specified Locations;
(vii) it shall accept Bids from Bidders (other than Anchor Investors) only through ASBA process in terms of the SEBI Process Circulars. Bids through any other modes (other than Bids submitted by Anchor Investors) shall be treated as invalid and be rejected. If it accepts any Bids through modes other than ASBA process (other than Bids submitted by Anchor Investors), it shall be solely responsible for any consequences arising as a result of accepting such Bid and for resolving any investor grievances arising as a result thereof;
(viii) it shall not register/register/ upload any Bid without first accepting the duly filled Bid cum Application Form in writing (including via facsimile), from the Bidder, whether in India or abroad; it shall be responsible for the completion and accuracy of all details (including the correct UPI ID for Bids by UPI Bidders) to be entered into the electronic bidding system of the Stock Exchanges based on the filled in Bid cum Application Form received by it including the correct UPI ID of the UPI Bidders Bidder and, subject to Clause 2.42.3, shall be responsible for any default, mistake or error in the Bid details uploaded by it or subsequent corrections including the UPI related details (as applicable) if such default, mistake or error are solely attributable to it and in resolving investor grievances arising from such errors, if such errors are solely attributable to it; it shall ensure that the required documents are attached to the Bid cum Application Form prior to uploading any Bid including Bids by UPI BiddersBid, and it shall ensure that such Bids and UPI IDs (as applicable) are uploaded on the electronic bidding systems of the Stock Exchanges on a regular basis during the Bid/ Offer Period in compliance with the SEBI ICDR Regulations and SEBI Process CircularRegulations, and within such time as permitted by the Stock Exchanges and the SEBI ICDR Regulations; it shall forward a schedule in the format prescribed under the UPI Circulars along with the Bid cum Application Form (carrying its identification markmark irrespective of the terminal from which the Bid has been uploaded), other than Bids by UPI Bidders under the UPI Mechanism, to the branch of the respective SCSBs for blocking of funds, within such time as permitted by the Stock Exchanges and Applicable Law or within such other timeline as prescribed under the UPI CircularsLaw;
(ixviii) it shall, after uploading the Bid, affix a stamp and shall give an acknowledgment, either by way of a counterfoil acknowledgment or specifying specify the application number to the Bidder as proof of having accepted the Bid cum Application Form in physical or electronic form, respectively, in accordance with Applicable Law. Further, it shall retain the physical Bid cum Application Forms submitted by UPI Bidders using UPI as a payment mechanism for a period of six months or such other period as may be prescribed, and shall thereafter forward such forms to the Company / Company/ Registrar; and shall maintain electronic records related to electronic Bid cum Application Forms submitted by such UPI Bidders for a minimum period of three years or such other period as may be prescribed under Applicable Law;
(xix) it will enter each Bid option and UPI ID (if applicable) option into the electronic bidding system as a separate Bid within the timelines such time as may be prescribed by SEBI and generate a transaction registration slip an Acknowledgement Slip for each price and demand option and give such Acknowledgement Slip to the same Bidder. It shall also furnish an Acknowledgement Slip to the Bidder on request;
(x) it shall ensure that the “Do’s”, “Don’ts” and “Grounds for Technical Rejection” specified in the Red ▇▇▇▇▇▇▇ Prospectus and Preliminary Offering Memorandum are addressed in any Bid cum Application Forms collected by them;
(xi) it shall accept and upload Bids by ASBA Bidders only during the Bid/ Bid/Offer Period. In case of Anchor Investors, the BRLMs shall accept Bids only during the Anchor Investor Bid/ Offer Period as applicable and as specified in the Red ▇▇▇▇▇▇▇ Prospectus and in accordance with the Applicable LawsLaw. The Members of the Syndicate shall indicate any revision in Price Band or change in Bid/Offer Period on the relevant website and the terminals of the Members of the Syndicate, pursuant to any public notice that may be released by the Company in this regard. In case of Anchor Investors, the Book Running Lead Managers shall accept Bids only on the Anchor Investor Bid/ Offer Period;
(xii) in accordance with the SEBI ICDR Master Circular, no bid made using UPI shall be considered as valid unless the mandate request for the blocking of funds has been accepted and Bid amounts corresponding to the Bid have been blocked in the respective account of the Bidder;
(xiii) at the end of each day during the Bid/ Bid/Offer Period, the demand for the Equity Shares (excluding the allocation made to the Anchor Investors during on the Anchor Investor Bid/ Offer Period) and the Bid prices shall be displayed on an online graphical display at its Bidding terminals, for information to the public;
(xiiixiv) it agrees that Anchor Investors shall upload/submit their Bids only through the BRLMs or their AffiliatesBook Running Lead Managers. No other Member member of the Syndicate shall solicit orders or collect Bids from any Anchor Investors. It agrees that the Members of the Syndicate (only in the Specified Locations) have the right to accept or reject Bids by QIBs (other than Anchor Investors). Further, Bids from QIBs can also be rejected, rejected by the Company Company, in consultation with the BRLMs, BRLMs on technical grounds or such grounds as described in the Offer Documents, in compliance with Applicable Law. Bids from Non-Institutional Bidders, Bidders and Retail Individual Bidders and UPI Bidders can be rejected on technical grounds only as described in the Offer Documents, in compliance with Applicable Lawonly. It shall not accept any Bids (other than from Anchor Investors and Bids using the UPI mechanism)that Investors) that are not made through the ASBA process and shall be treated as invalid and liable to be rejectedprocess. UPI Bidders using UPI Mechanismmechanism, may also submit their ASBA Forms with the Registered Brokers, RTA RTAs or Depository ParticipantsCDPs;
(xivxv) no Member member of the Syndicate shall accept any Bids from any Overseas Corporate Body;
(xvxvi) it shall procure ASBA Forms from Syndicate ASBA Bidders only at the Specified Locations;
(xvixvii) it shall ensure the availability of adequate infrastructure and other facilities for Biddingfacilities, and that including at least one of the members of the Syndicate shall be present at the Specified Locations so that there is least one electronically linked computer terminal, terminal at all the Specified Locations is available for the purpose of Bidding and for data entry of the Bids in a timely manner at all the Specified Locationsmanner;
(xviixviii) except in relation to the Bids received from Anchor Investors, Bids and any revisions in Bids will be accepted only between 10.00 10:00 a.m. IST and 5.00 5:00 p.m. (Indian Standard Time) IST during the Bid/ Offer Period at the Specified Locations (except on the Bid/ Offer Closing Date, which for QIBs may be one Working Day prior to the Bid/ Offer Closing Date for other categories of Bidders). On the Bid/ Offer Closing Date, Bids and any revisions in Bids will only be accepted between 10.00 10:00 a.m. (Indian Standard Time) IST and 3.00 3:00 p.m. (Indian Standard Time). On the Bid/ Offer Closing Date Bids shall be IST and uploaded until (i) 4.00 4:00 p.m. (Indian Standard Time) IST in case of Bids by QIBs and Non-Institutional InvestorsBidders; and (ii) until 5.00 5:00 p.m. (Indian Standard Time) IST or such extended time as permitted by the Stock Exchanges, in case of Bids by Retail Individual Bidders after taking into account the total number of applications received up to the closure of timings and reported by the BRLMs to the Stock Exchanges. Bids will be accepted only on Working DaysUPI Bidders. The Company, in consultation with the Book Running Lead Managers Managers, may consider closing the Bid / Bid/ Offer Period for QIBs one day prior to the Bid / Bid/ Offer Closing Date in accordance with the SEBI ICDR Regulations. Bids will be accepted only on Working Days. Any revision in the uploading time instructed by the Stock Exchanges shall be communicated to the Sub-Syndicate Members who in turn shall communicate such revision to their agents. It is clarified that Bids not uploaded on the electronic bidding system would be considered rejected. Such Bids that cannot be uploaded on the electronic bidding system will not be considered for allocation in the Offer. Bids by ASBA Bidders shall be uploaded in the electronic system to be provided by the Stock Exchanges by for the Designated Intermediaries Intermediaries; in case of any discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical or electronic ASBA Form, for a particular Bidder, the details of the Bid file received from Stock Exchanges may be taken as final data for the purposes of Allotment;
(xviiixix) it shall ensure that its Sub-Syndicate Members shall, as applicable and in accordance with the UPI Circulars, enter the following details of an ASBA Bidder who submits an ASBA Bid at the Specified Locations in the electronic bidding system: (a) symbol; (b) intermediary code; (c) intermediary name; (d) location code; (e) name of the bidder; (f) name of the bank; (g) bank code; (h) category – individual, corporate, QIB, eligible NRI, etc.; (i) PAN (of the sole/first Bidder); (j) number of Equity Shares Bid for; (k) price per Equity Share; (l) Bid cum Application Form number; (m) DP ID and Client ID; (n) UPI ID; (o) quantity; (o) amount; (p) order number; and (q) depository of the beneficiary account of the Bidder; and (r) UPI ID. For Anchor Investors, the BRLMs shall enter details of the respective Anchor Investor Bid Amount as well as the payment reference;
(xixxx) it and its Sub-Syndicate Members, if any, shall undertake necessary modifications of select fields in the Bid detailsdetails including UPI ID (as applicable), already uploaded by it during the Bid/Offer Period, Period and up to the permissible time on the Working Day following the Bid/Offer Closing Date in terms of and in compliance with Applicable Law, including the UPI Circulars and Circulars. It shall also be responsible for providing necessary guidance to UPI Bidders for using the Exchange CircularsUPI Mechanism;
(xxxxi) it shall provide the identification numbers (terminal IDs) of all Specified Locations its Bidding Centers and those of its Sub-Syndicate Members, if any, to the Registrar to the Offer together with such other information that may be necessary to enable the Registrar to the Offer to keep a record of the bidding at each such bidding center Bidding Centre at the end of each day during the Bid/ Bid/Offer Period;
(xxixxii) it shall register and upload the Bids received by it and its Sub-Syndicate Members, onto the electronic bidding system as soon as practicable on the same Working Day on which the Bids are received (subject to the Stock Exchanges permitting such upload on the same Working Day). The BRLMs will instruct the Anchor Investors to deposit their Bid Amounts into the Escrow Accounts of the Company maintained with the designated Escrow Collection Banks for Anchor Investors, on the same day on which the Bid was received or any other period as agreed with the BRLMs Book Running Lead Managers in consultation with the Registrar to the Offer within the time period prescribed under the SEBI ICDR Regulations and other Applicable Law, and for the remaining Bid Amount (in cases where the Anchor Investor Allocation Price is lower than the Offer Price), on or prior to the Anchor Investor Pay-in Date; and it acknowledges that if the relevant Bid Amounts are not deposited within the time period stipulated herein, then such Bids are liable to be rejected. It does not comply with its obligations, within the time period stipulated herein, the relevant Escrow Collection Banks or SCSB, as the case may be, on the advice of the Registrar and/or the BRLM, may not accept the relevant Bid Amounts and the Bid cum Application Forms;
(xxiixxiii) it shall not collect or deposit payment instruments drawn in favour of the Members Company or any other party or account, other than in favour of the designated Escrow Accounts as specified in the Bid cum Application Form, the Red ▇▇▇▇▇▇▇ Prospectus and the Preliminary Offering Memorandum; and with respect to Bids by the Syndicate ASBA Bidders who have chosen a non-UPI payment mechanism, it shall not accept any ASBA Form without satisfying itself that the SCSB where the ASBA Account is maintained, as specified in the ASBA Form, has named at least one Designated Branch in that Specified Location in which member of the Syndicate or any of their its Sub-Syndicate Members is accepting the ASBA Form or in case the Syndicate ASBA Bidder has chosen UPI as the mode of payment, the ASBA Form contains the UPI ID for such Bidder linked to a bank account of an SCSB notified by the SEBI which is live on UPI 2.0.;
(xxiv) in relation to the Bids procured from Anchor Investors, the BRLMs shall enter details of be responsible for providing a Bidder schedule (including application number, payment instrument number/ RTGS / NEFT/ UTR control number and Bid Amount paid by Anchor Investors) to the Escrow Collection Bank on the Anchor Investor Bid/ Offer Period or any other period as agreed among the Book Running Lead Managers in consultation with the Registrar to the Offer;
(xxv) it acknowledges that if an Anchor Investor fails to pay the difference between the Anchor Investor Offer Price and the Anchor Investor Allocation Price, in case such Anchor Investor Allocation Price was below the Anchor Investor Offer Price, by the Anchor Investor Pay-in Date, the Allocation to such Anchor Investor shall stand cancelled, and any reduction in the electronic bidding system Anchor Investor Portion arising out of such cancellation shall be added back to the QIB Portion (excluding the Anchor Investor Portion);
(xxvi) as specified in the Red ▇▇▇▇▇▇▇ Prospectus, the Preliminary Offering Memorandum, Memorandum and the SEBI ICDR Regulations Regulations, the Members of the Syndicate or any of their Sub-Syndicate Members (which are entities otherwise eligible to act as a syndicate member and any circular issued by have a valid SEBI registration certificate) shall enter the SEBI from time to timedetails of a Bidder, including UPI ID, if applicable, in the electronic bidding system;
(xxiiixxvii) it shall ensure that all records of the Bids including the ASBA Forms (submitted by the Syndicate ASBA Bidders), together with supporting documents, are maintained and forwarded to the SCSBs, except in relation to Bids from UPI Bidders, within the time periods specified by the Stock Exchanges or the SEBI ICDR Regulations, the SEBI Process Circulars or UPI Circulars;
(xxivxxviii) except for UPI Bidders, it shall ensure that it has affixed its stamp on in the main body of each Bid cum Application Form forwarded by it to the SCSBs or Escrow Collection Banks or the Registrar, as applicable, under “Broker’s/ SCSB Branch’s Stamp / RTA /CDP” (as applicable) as an acknowledgement of upload of the Bid in the electronic bidding system of the Stock Exchanges; Bid cum Application Forms (except electronic Bid cum Application Forms) that do not bear such stamp are liable to be rejected. It is however clarified that Bids by Anchor Investors do not get uploaded on electronic bidding system of the Stock Exchanges on the Anchor Investor Bidding Date;
(xxv) in relation to the Bids procured from Anchor Investors, the BRLMs shall be responsible for providing a schedule (including application number, payment instrument number/ RTGS / NEFT/ UTR control number and Bid Amount paid by Anchor Investors) to the Escrow Collection Bank during the Anchor Investor Bid/ Offer Period or any other period as agreed among the BRLMs in consultation with the Registrar to the Offer;
(xxvi) it shall provide the Registrar to the Offer with a daily record, with a separate section for each of its bidding centers and those of its Sub-Syndicate Members, details relating to the Bid cum Application Forms received from the Bidders, details regarding registration of the Bids and Bid Amounts (other than Bids collected by SCSBs, CDPs, RTAs and Registered Brokers). This record (except Bids by Anchor Investors, and Bids by UPI Bidders using the UPI mechanism) shall be made available to the Registrar no later than 5 p.m. IST on any given day, or any such time permissible under Applicable Law, as agreed wbidding in t
Appears in 1 contract
Sources: Syndicate Agreement
RESPONSIBILITIES OF THE MEMBERS OF THE SYNDICATE.
3.1 Each Member of The Parties acknowledge that pursuant to SEBI Regulations, all ASBA Bidders (other than Anchor Investors) are required to mandatorily submit their Bids and participate in the Offer through the ASBA process and all Syndicate hereby, severally and not jointly, represents and warrants ASBA Bidders that are UPI bidders are required to mandatorily Bid through the Company, each of the Selling Shareholders and to the other Parties, in relation to the Offer, that (a) it is an intermediary registered with SEBI and has a valid SEBI registration certificate for acting as a Member of the Syndicate (“Registration Certificate”) and UPI Mechanism. Any UPI Bidder whose Bid has not been debarred or prohibited from acting as an intermediary by SEBI; and in considered for Allotment, due to failures on the event of withdrawal or cancellation of their Registration Certificate, such Member part of the Syndicate shall promptly inform SCSB may seek redressal from the fact of such withdrawal or cancellation to other Parties; and (b) this Agreement has been duly authorized, executed and delivered by it, and is a valid and legally binding obligation of such Member concerned SCSB within three months of the Syndicate listing date in accordance with the terms of this AgreementSEBI ICDR Master Circular read with June 2021 Circular and SEBI circular no. SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022.
3.2 Subject to Clauses 3.3, 3.4 and Clause 3.5 below, each of the Members of the Syndicate shall have the following responsibilities and obligations in relation to the Offer, to the extent applicable, and each Member of the Syndicate hereby severally (severally, and not jointly, or jointly and severally) represents, warrants, agrees, covenants covenants, and undertakes to the Company, the Selling Shareholders and other Members of the Syndicate on behalf of itself, and to the extent relevant, its respective Sub-Syndicate Members syndicate Members, to the extent applicable that:
(i) itIt, or the respective Sub-Syndicate Member Members appointed by it, shall be responsible for collection of Bids (including Bids using the UPI Mechanism) from the Syndicate ASBA Bidders bidding through any Member and only the BRLMs shall be responsible for collection of the Syndicate or their respective Sub-Syndicate Members (other than Bids directly submitted to the SCSBs or Bids collected by Registered Brokers at the Broker Centres, CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations or the Bids submitted by the Anchor Investors to the BRLMs), only at the Specified Locations, as applicable, in the manner specified in this Agreement, the SEBI ICDR RegulationsRegulations and any other Applicable Law, the Offer DocumentsRed ▇▇▇▇▇▇▇ Prospectus, the Prospectus, the Preliminary Offering Memorandum, the Offering Memorandum, the terms of the Bid cum Application Form, other Applicable Laws the Allotment Advice and instructions issued jointly by the BRLMs and the Registrar to the Offer. Provided that in the event of any failure of Bids on account of any non-biddingRegistrar, error, fraud or malpractice by the relevant SCSB with whom such Syndicate ASBA Bid was submitted, deposited or forwarded by the Members of the Syndicate, the Member of the Syndicate shall not be liable and the relevant SCSB shall be responsible for the sameas applicable;
(ii) it shall follow all instructions issued by the BRLMs and the Registrar to the Offer, in accordance with Applicable Law and this Agreement, in dealing with the Bid cum Application Forms including with respect to (a) the Bids submitted by QIBs (including Anchor Investors which shall be in accordance with Clause 3.5 below) and (b) the Bids submitted through their respective Sub-Syndicate Members, as applicable, at Specified Locations;
(iii) all Bids (other than Bids by UPI Bidders) shall be submitted to an SCSB for uploading and blocking of the funds and uploading on the electronic bidding platform of the Stock Exchanges;
(iviii) any Bids submitted by the Syndicate/ Syndicate Members/ their respective Sub-Syndicate Members to an SCSB shall be made on a special Bid cum Application Form and the heading/ heading/watermark “Syndicate ASBA” must be used by the Syndicate/ Syndicate Members/ Sub-Syndicate Member Members along with the SM Code syndicate member code and Broker Code broker code mentioned on such special Bid cum Application Form to be eligible for brokerage on Allotment. However, any such special Bid cum Application Forms used for Bids by UPI Bidders shall not be eligible for brokerage;
(viv) it agrees and acknowledges that the Bids by Anchor Investors shall be submitted at the select offices of the BRLMs and shall will not be collected by the Syndicate Members;
(vi) it shall procure accept Bid cum Application Forms from ASBA Bidders bidding through using UPI as a payment mechanism if they are not in accordance with the UPI Mechanism under the UPI Circulars;
(v) it shall follow all instructions issued by the BRLMs and the Registrar in dealing with the Bid cum Application Forms with respect to Bids submitted to any Member of the Syndicate or their respective Sub-its Sub- Syndicate Members, as applicable, only at the Specified Locations;
(viivi) it shall accept Bids from Bidders (other than Anchor Investors) only through ASBA process in terms of the SEBI Process UPI Circulars. Bids through any other modes (other than Bids submitted by Anchor Investors) shall be treated as invalid and be rejected. If it accepts any Bids through modes other than ASBA process (other than Bids submitted by Anchor Investors), it shall be solely responsible for any consequences arising as a result of accepting such Bid and for resolving any investor grievances arising as a result thereof;
(viiivii) it shall not register/upload any Bid without first accepting the duly filled Bid cum Application Form in writing (including via facsimile), electronic means) from the Bidder, whether in India or abroad; it shall be responsible for the completion and accuracy of all details (including the correct UPI ID for Bids by UPI Bidders) to be entered into the electronic bidding system of the Stock Exchanges based on the filled in Bid cum Application Form received by it it, including the correct UPI ID of the relevant UPI Bidders Bidder (as applicable), and, subject to Clause 2.4, shall be responsible for any default, mistake or error in the Bid details uploaded by it or subsequent corrections including the UPI related details (as applicable) if such default, mistake or error are solely attributable to it and in resolving investor grievances arising from such errors, if such defaults, mistakes or errors are solely attributable to it; it shall ensure that the required documents are attached to the Bid cum Application Form prior to uploading any Bid including Bids by UPI BiddersBid, and it shall ensure that such Bids and UPI IDs (as applicable) are uploaded on the electronic bidding systems of the Stock Exchanges on a regular basis during the Bid/ Offer Period in compliance with the SEBI ICDR Regulations and SEBI Process CircularRegulations, and within such time as permitted by the Stock Exchanges and the SEBI ICDR Regulations; Regulations It is however clarified that Bids by Anchor Investors do not get uploaded on electronic bidding system of the Stock Exchanges on the Anchor Investor Bid/Offer Period;
(viii) it shall forward a schedule in the format prescribed under the UPI Circulars along with with, if applicable, the Bid cum Application Form Forms (carrying its identification mark), other than Bids by UPI Bidders under the UPI Mechanism, ) to the branch of the respective SCSBs for bidding and blocking of funds, within such time as permitted by funds of the Stock Exchanges relevant Syndicate ASBA Bidders in accordance with the timelines and Applicable Law or within such other timeline as prescribed mechanism specified under the UPI Circulars;
(ix) it shall, after uploading the Bid, affix a stamp and give an acknowledgment, either by way of a counterfoil or specifying the application number to the Bidder as proof of having accepted the Bid cum Application Form in physical or electronic form, respectively, in accordance with Applicable Law. Further, it shall retain the physical Bid cum Application Forms submitted by UPI Bidders using UPI as a payment mechanism for a period of six months or such other period as may be prescribed, and shall thereafter forward such forms to the Company / Registrar; and shall maintain electronic records related to electronic Bid cum Application Forms submitted by such UPI Bidders for a minimum period of three years or such other period as may be prescribed under Applicable Law;
(x) it will enter each Bid and UPI ID (if applicable) option into the electronic bidding system as a separate Bid within the timelines prescribed by SEBI and generate a transaction registration slip for each price and demand option and give the same to the Bidder on request;
(xi) it shall accept and upload Bids by ASBA Bidders only during the Bid/ Offer Period. In case of Anchor Investors, the BRLMs shall accept Bids only during the Anchor Investor Bid/ Offer Period as applicable and as specified in the Red ▇▇▇▇▇▇▇ Prospectus and in accordance with the Applicable LawsBidding Date;
(xiix) at the end of each day during the Bid/ Bid/Offer Period, the demand for the Equity Shares (excluding the allocation made to the Anchor Investors during the Anchor Investor Bid/ Offer PeriodBidding Date) and the Bid prices shall be displayed on an online graphical display at its Bidding terminals, for information to the public;
(xi) it shall give an acknowledgment or specify the application number to the Bidder as proof of having accepted the Bid cum Application Form in physical or electronic form. Further, it shall retain physical Bid cum Application Forms submitted by Bidders using UPI as a payment mechanism for a period of six months or such other period as may be prescribed, and shall thereafter forward such forms to the Company/ Registrar; and shall maintain electronic records related to electronic Bid cum Application Forms submitted by such Bidders for a minimum period of three years or such other period as may be prescribed under Applicable Law;
(xii) as specified in the Red ▇▇▇▇▇▇▇ Prospectus, the Preliminary Offering Memorandum and the SEBI Regulations, the Members of the Syndicate or any of their Sub-Syndicate Members shall enter the details of a Bidder, including UPI ID, if applicable, in the electronic bidding system. Further, it or and its Sub-Syndicate Members shall enter each Bid option and UPI ID (if applicable) into the electronic bidding system as a separate Bid and generate an Acknowledgement Slip for each price and demand option and furnish such Acknowledgement Slip to the Bidder, including upon request;
(xiii) it shall accept and upload Bids by ASBA Bidders only during the Bid/Offer Period, as applicable and as specified in the Red ▇▇▇▇▇▇▇ Prospectus and in accordance with the Applicable Law. In case of Anchor Investors, the BRLMs shall accept Bids only during the Anchor Investor Bid/Offer Period;
(xiv) the Members of the Syndicate shall be responsible to indicate any revision in Price Band or change in Bid/Offer Period by indicating the change on the relevant website and the terminals of the relevant Members of the Syndicate, pursuant to any public notice that may be released by the Company in this regard;
(xv) it agrees that Anchor Investors shall upload/submit their Bids only through the BRLMs or their AffiliatesBRLMs. No other Member of the Syndicate shall solicit orders or collect Bids from any Anchor Investors. It Further, it agrees that the Members of the Syndicate (only in the Specified Locations) have the right to accept or reject Bids by QIBs (other than Anchor Investors). Further, Bids from QIBs can also be rejected, by the Company rejected in consultation accordance with the BRLMsPreliminary Offering Memorandum and the Offering Memorandum, including on technical grounds or such grounds (as described set out in the Offer Documents, in compliance with Applicable Law. Bids from Non-Institutional Bidders, Retail Individual Bidders and UPI Bidders can be rejected on technical grounds only as described in the Offer Documents, in compliance with Applicable LawGeneral Information Document). It shall not accept any Bids (other than from Anchor Investors and Bids using the UPI mechanism)that Investors) that are not made through the ASBA process and shall be treated as invalid and liable to be rejectedprocess. UPI Bidders using the UPI Mechanism, Mechanism may also submit their ASBA Forms with the Registered Brokers, RTA RTAs or Depository ParticipantsCDPs;
(xivxvi) no Member of the Syndicate shall accept any Bids from any Overseas Corporate Body;
(xvxvii) it shall procure ASBA Forms from Syndicate ASBA Bidders only at the Specified Locations;
(xvixviii) it shall ensure the availability of adequate infrastructure and other facilities for Bidding, and that at least one of the members of the Syndicate shall be present at the Specified Locations so that there is least one electronically linked computer terminal, for the purpose of Bidding and for data entry of the Bids in a timely manner manner, including that at least one electronically linked computer terminal being available for the purpose of Bidding at all the Specified Locations;
(xviixix) except in relation to the Bids received from Anchor Investors, Bids and any revisions in Bids will be accepted only between 10.00 10:00 a.m. IST and 5.00 5:00 p.m. (Indian Standard Time) IST during the Bid/ Bid/Offer Period at the Specified Locations (Locations, except on Bid/ Offer Closing Date, Date (which for QIBs may be one Working Day prior to the Bid/ Bid/Offer Closing Date for other categories of Bidders), and which shall be in no event later than timelines as stated in the UPI Circulars. On the Bid/ Offer Closing Date, Bids and any revisions in Bids will only be accepted between 10.00 a.m. (Indian Standard Time) IST and 3.00 p.m. (Indian Standard Time)IST, and which shall be in no event later than timelines as stated in the UPI Circulars. On the Bid/ Offer Closing Date Bids shall be uploaded until (i) 4.00 p.m. (Indian Standard Time) IST in case of Bids by QIBs and Non-Institutional InvestorsBidders; and (ii) until 5.00 p.m. (Indian Standard Time) or such extended time IST, and which shall be in no event later than timelines as stated in the UPI Circulars and timelines as permitted by the Stock Exchanges, in case of Bids by Retail Individual Bidders Bidders, after taking into account the total number of applications received up to the closure of timings and reported by the BRLMs to the Stock Exchanges. Bids will be accepted only on Working Days. The Company, in consultation with the Book Running Lead Managers may consider closing the Bid / Offer Period for QIBs one day prior to the Bid / Offer Closing Date in accordance with the SEBI ICDR RegulationsBids will be accepted only on Working Days. Any revision in the uploading time instructed by the Stock Exchanges shall be communicated to the Sub-Syndicate syndicate Members who in turn shall communicate such revision to their agents. It is clarified that Bids not uploaded on the electronic bidding system would be considered as rejected. The Company, the Selling Shareholders and the Members of the Syndicate will not be responsible for any failure in uploading Bids due to faults in any hardware/ software system or otherwise. Bids by ASBA Bidders shall be uploaded in the electronic system to be provided by the Stock Exchanges by for the Designated Intermediaries Intermediaries; in case of any discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical or electronic ASBA Form, for a particular Bidder, the details of the Bid file received from Stock Exchanges may be taken as final data for the purposes of Allotment;
(xviiixx) it acknowledges that RIBs can revise their Bids during the Bid/Offer Period. The Members of the Syndicate shall, no later than 5:00 p.m. IST on the Bid/Offer Closing Date or any other period as permitted under Applicable Law and agreed by the BRLMs in consultation with the Registrar, carry out the necessary modifications of the Bids already uploaded in accordance with Applicable Law, and if applicable, forward the relevant forms to the SCSBs or the Registrar (except in respect of Bids from UPI Bidders for which there will be no physical movement of the ASBA Forms to the SCSBs since these Bids will be in respect of the UPI Mechanism), blocking instructions (if any) and related enclosures/attachments to the same SCSB at the relevant Specified Locations where the original ASBA Form received from ASBA Bidder was deposited. Subsequently, the Stock Exchanges will share the revised Bid details along with the UPI ID of the UPI Bidders to the Sponsor Banks and the Sponsor Banks shall ensure that revoke the earlier UPI Mandate Request and initiate a new UPI Mandate Request for the revised Bid;
(xxi) its Sub-Syndicate Members shall, as applicable and in accordance with the UPI Circulars, enter the following details of an ASBA Bidder (to the extent applicable) who submits an ASBA Bid at the Specified Locations in the electronic bidding system: (a) symbol; (b) intermediary code; (c) intermediary name; (d) location code; (e) name of the bidder; (f) name of the bank; (g) bank code; (h) category – individual, corporate, QIB, eligible NRI, etc.; (i) PAN (of the sole/first Bidder); (j) number of Equity Shares Bid for; (k) price per Equity Share; (l) Bid cum Application Form number; (m) DP ID and Client ID; (n) quantity; (o) amount; (p) order number; (q) depository of the beneficiary account of the Bidder; and (r) UPI ID. For Anchor Investors, the BRLMs shall enter details of the respective Anchor Investor Bid Amount as well as the payment reference;
(xix) it and its Sub-Syndicate Members, if any, shall undertake necessary modifications of select fields in the Bid details, already uploaded by it during the Bid/Offer Period, in compliance with Applicable Law, including the UPI Circulars and the Exchange Circulars;
(xx) it shall provide the identification numbers (terminal IDs) of all Specified Locations and those of its Sub-Syndicate Members, if any, to the Registrar to the Offer together with such other information that may be necessary to enable the Registrar to the Offer to keep a record of the bidding at each such bidding center at the end of each day during the Bid/ Offer Period;
(xxi) it shall register and upload the Bids received by it and its Sub-Syndicate Members, onto the electronic bidding system as soon as practicable on the same Working Day on which the Bids are received (subject to the Stock Exchanges permitting such upload on the same Working Day). The BRLMs will instruct the Anchor Investors to deposit their Bid Amounts into the Escrow Accounts of the Company maintained with the designated Escrow Collection Banks for Anchor Investors, on the same day on which the Bid was received or any other period as agreed with the BRLMs in consultation with the Registrar to the Offer within the time period prescribed under the SEBI ICDR Regulations and other Applicable Law, and for the remaining Bid Amount (in cases where the Anchor Investor Allocation Price is lower than the Offer Price), on or prior to the Anchor Investor Pay-in Date; and it acknowledges that if the relevant Bid Amounts are not deposited within the time period stipulated herein, then such Bids are liable to be rejected;
(xxii) the Members of the Syndicate or any of their Sub-Syndicate Members shall enter details of a Bidder in the electronic bidding system as specified in the Red ▇▇▇▇▇▇▇ Prospectus, the Preliminary Offering Memorandum, the SEBI ICDR Regulations and any circular issued by the SEBI from time to time;
(xxiii) it shall ensure that all records of the Bids including the ASBA Forms (submitted by the Syndicate ASBA Bidders), together with supporting documents, are maintained and forwarded to the SCSBs, except in relation to Bids from UPI Bidders, within the time periods specified by the Stock Exchanges or the SEBI ICDR Regulations, the SEBI Process Circulars or UPI Circulars;
(xxiv) except for UPI Bidders, it shall ensure that it has affixed its stamp on each Bid cum Application Form forwarded by it to SCSBs or Escrow Collection Banks or the Registrar, as applicable, under “Broker’s/ SCSB Branch’s Stamp / RTA /CDP” (as applicable) as an acknowledgement of upload of the Bid in the electronic bidding system of the Stock Exchanges; Bid cum Application Forms (except electronic Bid cum Application Forms) that do not bear such stamp are liable to be rejected. It is however clarified that Bids by Anchor Investors do not get uploaded on electronic bidding system of the Stock Exchanges on the Anchor Investor Bidding Date;
(xxv) in relation to the Bids procured from Anchor Investors, the BRLMs shall be responsible for providing a schedule (including application number, payment instrument number/ RTGS / NEFT/ UTR control number and Bid Amount paid by Anchor Investors) to the Escrow Collection Bank during the Anchor Investor Bid/ Offer Period or any other period as agreed among the BRLMs in consultation with the Registrar to the Offer;
(xxvi) it shall provide the Registrar to the Offer with a daily record, with a separate section for each of its bidding centers and those of its Sub-Syndicate Members, details relating to the Bid cum Application Forms received from the Bidders, details regarding registration of the Bids and Bid Amounts (other than Bids collected by SCSBs, CDPs, RTAs and Registered Brokers). This record (except Bids by Anchor Investors, and Bids by UPI Bidders using the UPI mechanism) shall be made available to the Registrar no later than 5 p.m. IST on any given day, or any such time permissible under Applicable Law, as agreed w
Appears in 1 contract
Sources: Syndicate Agreement
RESPONSIBILITIES OF THE MEMBERS OF THE SYNDICATE. 3.1 The Parties acknowledge that pursuant to SEBI ICDR Regulations and the SEBI Process Circulars, all Bidders (other than Anchor Investors) are required to mandatorily submit their Bids and participate in the Issue through the ASBA process and all Syndicate ASBA Bidders that are UPI Bidders are required to mandatorily Bid through the UPI Mechanism. Any Retail Individual Bidder whose Bid has not been considered for Allotment, due to failures on the part of the SCSB may seek redressal from the concerned SCSB within three months of the listing date in accordance with the SEBI Master Circular for Issue of Capital and Disclosure Requirements (SEBI/HO/CFD/PoD-2/P/CIR/2023/00094 dated June 21, 2023).
3.1 3.2 Each Member member of the Syndicate hereby, severally and not jointly, represents and warrants to the Company, each of the Selling Shareholders and to the other Parties, in relation to the Offer, that Issue that: (a) it is an intermediary registered with SEBI and has a valid SEBI registration certificate for acting as a Member of the Syndicate (“Registration Certificate”) and has not been debarred or prohibited from acting as an intermediary by SEBIcertificate; and in the event of withdrawal or cancellation of their Registration Certificate, such Member of the Syndicate shall promptly inform the fact of such withdrawal or cancellation to other Parties; and (b) this Agreement has been duly authorized, executed and delivered by it, and is a valid and legally binding obligation of such Member member of the Syndicate; and (c) it has not been debarred or prohibited from acting as an intermediary by SEBI or any other regulatory authority, (d) it or its associates are not directly / indirectly related to the Company or its shareholders and in the event of withdrawal or cancellation of its registration, such member of the Syndicate in accordance with shall promptly inform the terms fact of this Agreementsuch withdrawal or cancellation to all the other Parties hereto.
3.2 3.3 Subject to Clauses 3.3, 3.4 and 3.5 Clause 3.7 below, each of the Members members of the Syndicate shall have the following responsibilities and obligations in relation to the OfferIssue, and each Member member of the Syndicate hereby severally (and not jointly, or jointly and severally) represents, warrants, agrees, covenants and undertakes to the Company, the Selling Shareholders and other Members members of the Syndicate Syndicate, on behalf of itselfitself for the Bids procured by it, and to the extent relevant, its respective Sub-Syndicate Members thatMembers:
(i) it, or the respective Sub-Syndicate Member appointed by it, shall be responsible for collection of Bids (including Bids using the UPI Mechanism) from the ASBA Bidders bidding through any Member of the Syndicate or their respective Sub-Syndicate Members (other than Bids directly submitted to the SCSBs or Bids collected by Registered Brokers at the Broker Centres, CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations or the Bids submitted by the Anchor Investors to the BRLMsLocations), only at the Specified Locations, as applicable, in the manner specified in this Agreement, the SEBI ICDR Regulations, the Offer Issue Documents, the terms of the Bid cum Application Form, other Applicable Laws and instructions issued jointly by the BRLMs Lead Managers and the Registrar to the OfferIssue. Provided however that the Syndicate Members shall not be liable, in the event of any failure of Bids on account of any non-bidding, error, fraud or malpractice by the relevant SCSB with whom such Syndicate syndicate ASBA Bid was submitted, deposited or forwarded by the Members of the Syndicate, the Member of the Syndicate shall not be liable and the relevant SCSB shall be responsible for the same;
(ii) it shall follow all instructions issued by the BRLMs and the Registrar to the Offer, in accordance with Applicable Law and this Agreement, in dealing with the Bid cum Application Forms including with respect to (a) the Bids submitted by QIBs (including Anchor Investors which shall be in accordance with Clause 3.5 below) and (b) the Bids submitted through their respective Sub-Syndicate Members, as applicable, at Specified Locations;
(iii) all Bids (other than Bids by UPI Bidders) shall be submitted to an SCSB for uploading and blocking of the funds and uploading on the electronic bidding platform of the Stock Exchanges;
(iviii) any Bids submitted by the Syndicate/ their respective Sub-Syndicate Members to an SCSB shall be made on a special Bid cum Application Form and the heading/ watermark “Syndicate ASBA” must be used by the Syndicate/ Sub-Syndicate Member along with the SM Code and Broker Code mentioned on such special Bid cum Application Form to be eligible for brokerage on Allotment. However, any such special Bid cum Application .
(iv) it will not accept ASBA Forms used for Bids by from UPI Bidders shall that do not be eligible for brokerageuse UPI as a payment mechanism or if the UPI ID is not stated in the ASBA Form, in accordance with the SEBI Process Circulars and the UPI Circulars;
(v) it agrees and acknowledges that the Bids by Anchor Investors shall be submitted at the select offices of the BRLMs and shall not be collected follow all instructions issued by the Syndicate Members;
(vi) it shall procure Book Running Lead Managers and the Registrar in dealing with the Bid cum Application Forms from (including with respect to Bids by the Syndicate ASBA Bidders bidding through any Member of and the Syndicate Anchor Investors) procured by it or their its respective Sub-Syndicate Members, as applicableif any, only at the Specified Locations;
(vii) it shall accept Bids from Bidders (other than Anchor Investors) only through ASBA process in terms of the SEBI Process Circulars. Bids through any other modes (other than Bids submitted by Anchor Investors) shall be treated as invalid and be rejected. If it accepts any Bids through modes other than ASBA process (other than Bids submitted by Anchor Investors), it shall be solely responsible for any consequences arising as a result of accepting such Bid and for resolving any investor grievances arising as a result thereof;
(viiivi) it shall not register/upload any Bid without first accepting the duly filled Bid cum Application Form in writing (including via facsimile), from the Bidder, whether in India or abroad; it shall be responsible for the completion and accuracy of all details (including the correct UPI ID for Bids by UPI Bidders) to be entered into the electronic bidding system of the Stock Exchanges based on the filled in Bid cum Application Form received by it including the correct UPI ID of the UPI Bidders Bidder and, subject to Clause 2.42.3, shall be responsible for any default, mistake or error in the Bid details uploaded by it or subsequent corrections including the UPI related details (as applicable) if such default, mistake or error are solely attributable to it and in resolving investor grievances arising from such errors, if such errors are solely attributable to it; it shall ensure that the required documents are attached to the Bid cum Application Form prior to uploading any Bid including Bids by UPI BiddersBid, and it shall ensure that such Bids and UPI IDs (as applicable) are uploaded on the electronic bidding systems of the Stock Exchanges on a regular basis during the Bid/ Offer Period in compliance with the SEBI ICDR Regulations and SEBI Process CircularRegulations, and within such time as permitted by the Stock Exchanges and the SEBI ICDR Regulations; it shall forward a schedule in the format prescribed under the UPI Circulars along with the Bid cum Application Form (carrying its identification markmark irrespective of the terminal from which the Bid has been uploaded), other than Bids by UPI Bidders under the UPI Mechanism, to the branch of the respective SCSBs for blocking of funds, within such time as permitted by the Stock Exchanges and Applicable Law or within such other timeline as prescribed under the UPI Circulars;
(ixvii) it shall, shall after uploading the Bid, affix a stamp and give an acknowledgment, acknowledgment either by way of a counterfoil or specifying the application number to the Bidder as proof of having accepted the Bid cum Application Form in physical or electronic form, respectively, in accordance with Applicable Law. Further, it shall retain the physical Bid cum Application Forms submitted by UPI Bidders using UPI as a payment mechanism for a period of six months or such other period as may be prescribed, and shall thereafter forward such forms to the Company / RegistrarCompany; and shall maintain electronic records related to electronic Bid cum Application Forms submitted by such UPI Bidders for a minimum period of three years or such other period as may be prescribed under Applicable Law.;
(xviii) it will enter each Bid option and UPI ID (if applicable) option into the electronic bidding system as a separate Bid within the timelines prescribed by SEBI and generate a transaction registration slip an Acknowledgement Slip for each price and demand option and give such Acknowledgement Slip to the same Bidder. It shall also furnish an Acknowledgement Slip to the Bidder on request;
(xiix) it shall register and upload the Bids received by it and its Sub-Syndicate Members, in relation thereto such as UPI ID, onto the electronic bidding system as soon as practicable on the same Working Day on which the Bids are received (subject to the Stock Exchanges permitting such upload on the same Working Day). The Anchor Investors shall deposit their Bid Amounts into the Escrow Accounts of the Company maintained with the designated Escrow Collection Banks for Anchor Investors, on the same day on which the Bid was received or any other period as agreed with the Lead Managers in consultation with the Registrar to the Issue within the time period prescribed under the SEBI ICDR Regulations and other Applicable Law, and for the remaining Bid Amount (in cases where the Anchor Investor Allocation Price is lower than the Issue Price), on or prior to the Anchor Investor Pay-in Date; and it acknowledges that if the relevant Bid Amounts are not deposited within the time period stipulated herein, then such Bids are liable to rejected. It does not comply with its obligations, within the time period stipulated herein, the relevant Escrow Collection Banks or SCSB, as the case may be, on the advice of the Registrar and/or the Lead Manager, may not accept the relevant Bid Amounts and the Bid cum Application Forms;
(x) it shall accept and upload Bids by ASBA Bidders only during the Bid/ Offer Bid/Issue Period. The members of the Syndicate shall indicate any revision in Price Band or change in Bid/Issue Period on the relevant website and the terminals of the members of the Syndicate, pursuant to any public notice that may be released by the Company in this regard. In case of Anchor Investors, the BRLMs Book Running Lead Managers shall accept Bids only during on the Anchor Investor Bid/ Offer Bidding Date;
(xi) The members of the Syndicate shall indicate any revision in Price Band or change in Bid/Issue Period as applicable on the relevant website and as the terminals of the members of the Syndicate, pursuant to any public notice that may be released by the Company in this regard.
(xii) it shall ensure that the “Do’s”, “Don’ts” and “Grounds for Technical Rejection” specified in the Red ▇▇▇▇▇▇▇ Prospectus and Preliminary Issue Memorandum are addressed in accordance with any Bid cum Application Forms collected by them, including ensuring that the PAN (except for ASBA Bids on behalf of the Central or State Government, officials appointed by a court of law, Bidders residing in the state of Sikkim or Bidders who are exempt from holding a PAN under Applicable LawsLaw), DP ID and Client ID, UPI ID if applicable, of the ASBA Bidder are quoted in the Bid cum Application Form. In case of residents of Sikkim, the members of the Syndicate shall verify the veracity of the claim of the investors that they are residents of Sikkim by collecting sufficient documentary evidence in support of their address as provided in the SEBI Circular MRD/DoP/Dep/Cir-29/2004 dated August 24, 2004;
(xiixiii) at the end of each day during the Bid/ Offer Bid/Issue Period, the demand for the Equity Shares (excluding the allocation made to the Anchor Investors during on the Anchor Investor Bid/ Offer PeriodBidding Date) and the Bid prices shall be displayed on an online graphical display at its Bidding terminals, for information to the public;
(xiiixiv) it agrees that Anchor Investors shall upload/submit their Bids only through the BRLMs Book Running Lead Managers or their Affiliatesrespective affiliates. No other Member member of the Syndicate shall solicit orders or collect Bids from any Anchor Investors. It agrees that the Members members of the Syndicate (only in the Specified Locations) have the right to accept or reject Bids by QIBs (other than Anchor Investors). Further, Bids from QIBs can also be rejected, rejected by the Company Company, in consultation with the BRLMs, Book Running Lead Managers on technical grounds or such grounds as described in the Offer Issue Documents, in compliance with the Applicable Law. Bids from Non-Institutional Bidders, Retail Individual Bidders and UPI Bidders can be rejected on technical grounds only as described in the Offer Documents, in compliance with Applicable Lawonly. It shall not accept any Bids (other than from Anchor Investors and Bids using the UPI mechanism)that Investors) that are not made through the ASBA process and shall be treated as invalid and liable to be rejectedprocess. UPI Bidders using UPI Mechanismmechanism, may also submit their ASBA Forms with the Registered Brokers, RTA CRTA or Depository Participants;
(xivxv) no Member member of the Syndicate shall accept any Bids from any Overseas Corporate Body;
(xvxvi) it shall procure ASBA Forms from Syndicate ASBA Bidders only at the Specified Locations;
(xvixvii) it shall ensure the availability of adequate infrastructure and other facilities for Biddingfacilities, and that including at least one of the members of the Syndicate shall be present at the Specified Locations so that there is least one electronically linked computer terminal, terminal at all the Specified Locations is available for the purpose of Bidding and for data entry of the Bids in a timely manner at all the Specified Locationsmanner;
(xviixviii) except in relation to the Bids received from Anchor Investors, Bids and any revisions in Bids will be accepted only between 10.00 10:00 a.m. IST and 5.00 5:00 p.m. (Indian Standard Time) IST during the Bid/ Offer Bid/Issue Period (except on the Bid/Issue Closing Date) at the Specified Locations (except on Bid/ Offer Closing Date, which for QIBs may be one Working Day prior to the Bid/ Offer Closing Date for other categories of Bidders)Locations. On the Bid/ Offer Bid/Issue Closing Date, Bids and any revisions in Bids will only be accepted between 10.00 10:00 a.m. (Indian Standard Time) IST and 3.00 3:00 p.m. (Indian Standard Time). On the Bid/ Offer Closing Date Bids shall be IST and uploaded until (i) 4.00 4:00 p.m. (Indian Standard Time) IST in case of Bids by QIBs and Non-Institutional InvestorsBidders; and (ii) until 5.00 5:00 p.m. (Indian Standard Time) IST or such extended time as permitted by the Stock Exchanges, in case of Bids by Retail Individual Bidders Investors, after taking into account the total number of applications received up to the closure of timings and reported by the BRLMs Book Running Lead Managers to the Stock Exchanges. The Company may, in consultation with the Book Running Lead Managers, consider closing the Bid / Issue Period for QIBs one working day prior to the Bid / Issue Closing Date in accordance with the SEBI ICDR Regulations. Bids will be accepted only on Working Days. The Company, in consultation with the Book Running Lead Managers may consider closing the Bid / Offer Period for QIBs one day prior to the Bid / Offer Closing Date in accordance with the SEBI ICDR Regulations. Any revision in the uploading time instructed by the Stock Exchanges shall be communicated to the Sub-Syndicate Members who in turn shall communicate such revision to their agents. It is clarified that Bids not uploaded on the electronic bidding system would be considered rejected. Due to limitation of time available for uploading Bids on the Bid / Issue Closing Date, Bidders are advised to submit Bids one day prior to the Bid / Issue Closing Date and, in any case, no later than the time specified by the Syndicate on the Bid / Issue Closing Date. If a large number of Bids are received on the Bid / Issue Closing Date, as is typically experienced in public issues, which may lead to some Bids not being uploaded due to lack of sufficient time to upload, such Bids that cannot be uploaded on the electronic bidding system will not be considered for allocation in the Issue. Bids will be accepted only on Working Days. Bids by ASBA Bidders shall be uploaded in the electronic system to be provided by the Stock Exchanges by for the Designated Intermediaries Intermediaries; in case of any discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical or electronic ASBA Form, for a particular Bidder, the details of the Bid file received from Stock Exchanges may be taken as final data for the purposes of Allotment;.
(xviiixix) it shall ensure that its Sub-Syndicate Members shall, as applicable and in accordance with the UPI Circulars, enter the following details of an ASBA Bidder who submits an ASBA Bid at the Specified Locations in the electronic bidding system: (a) symbol; (b) intermediary code; (c) intermediary name; (d) location code; (e) name of the bidder; (f) name of the bank; (g) bank code; (h) category – individual, corporate, QIB, eligible NRI, etc.; (i) PAN (of the sole/first Bidder); (j) number of Equity Shares Bid for; (k) price per Equity Share; (l) Bid cum Application Form number; (m) DP ID and Client ID; (n) UPI ID; (o) quantity; (o) amount; (p) order number; and (q) depository of the beneficiary account of the Bidder; and (r) UPI ID. For Anchor Investors, the BRLMs Book Running Lead Managers shall enter details of the respective Anchor Investor Bid Amount as well as the payment reference;
(xixxx) it and its Sub-Syndicate Members, if any, any shall undertake necessary modifications of select fields in the Bid detailsdetails including UPI ID (as applicable), already uploaded by it during the Bid/Offer Period, Issue Period and up to the permissible time on the Working Day following the Bid/Issue Closing Date in terms of and in compliance with Applicable Law, including the UPI Circulars and Circulars. It shall also be responsible for providing necessary guidance to UPI Bidders for using the Exchange CircularsUPI Mechanism;
(xxxxi) it shall provide the identification numbers (terminal IDs) of all Specified Locations its Bidding Centres and those of its Sub-Syndicate Members, if any, to the Registrar to the Offer Issue together with such other information that may be necessary to enable the Registrar to the Offer Issue to keep a record of the bidding at each such bidding center Bidding Centre at the end of each day during the Bid/ Offer Bid/Issue Period;
(xxixxii) it shall register and upload the Bids received by it and its Sub-Syndicate Members, onto the electronic bidding system as soon as practicable on the same Working Day on which the Bids are received (subject to the Stock Exchanges permitting such upload on the same Working Day). The BRLMs Book Running Lead Managers will instruct the Anchor Investors to deposit their Bid Amounts into the Escrow Accounts of the Company maintained with the designated Escrow Collection Banks for Anchor Investors, on the same day on which the Bid was received or any other period as agreed with the BRLMs Book Running Lead Managers in consultation with the Registrar to the Offer Issue within the time period prescribed under the SEBI ICDR Regulations and other Applicable Law, and for the remaining Bid Amount (in cases where the Anchor Investor Allocation Price is lower than the Offer Issue Price), on or prior to the Anchor Investor Pay-in Date; and it acknowledges that if the relevant Bid Amounts are not deposited within the time period stipulated herein, then such Bids are liable to be rejected;
(xxii) . It does not comply with its obligations, within the Members time period stipulated herein, the relevant Escrow Collection Banks or SCSB, as the case may be, on the advice of the Syndicate or any of their Sub-Syndicate Members shall enter details of a Bidder in Registrar and/or the electronic bidding system as specified in Lead Manager, may not accept the Red ▇▇▇▇▇▇▇ Prospectus, relevant Bid Amounts and the Preliminary Offering Memorandum, the SEBI ICDR Regulations and any circular issued by the SEBI from time to timeBid cum Application Forms;
(xxiii) it shall ensure that all records of the Bids including the ASBA Forms (submitted by the Syndicate ASBA Bidders), together with supporting documents, are maintained and forwarded to the SCSBs, except in relation to Bids from UPI Bidders, within the time periods specified by the Stock Exchanges not collect or the SEBI ICDR Regulations, the SEBI Process Circulars or UPI Circulars;
(xxiv) except for UPI Bidders, it shall ensure that it has affixed its stamp on each Bid cum Application Form forwarded by it to SCSBs or Escrow Collection Banks or the Registrar, as applicable, under “Broker’s/ SCSB Branch’s Stamp / RTA /CDP” (as applicable) as an acknowledgement of upload of the Bid in the electronic bidding system of the Stock Exchanges; Bid cum Application Forms (except electronic Bid cum Application Forms) that do not bear such stamp are liable to be rejected. It is however clarified that Bids by Anchor Investors do not get uploaded on electronic bidding system of the Stock Exchanges on the Anchor Investor Bidding Date;
(xxv) in relation to the Bids procured from Anchor Investors, the BRLMs shall be responsible for providing a schedule (including application number, payment instrument number/ RTGS / NEFT/ UTR control number and Bid Amount paid by Anchor Investors) to the Escrow Collection Bank during the Anchor Investor Bid/ Offer Period or any other period as agreed among the BRLMs in consultation with the Registrar to the Offer;
(xxvi) it shall provide the Registrar to the Offer with a daily record, with a separate section for each of its bidding centers and those of its Sub-Syndicate Members, details relating to the Bid cum Application Forms received from the Bidders, details regarding registration of the Bids and Bid Amounts (other than Bids collected by SCSBs, CDPs, RTAs and Registered Brokers). This record (except Bids by Anchor Investors, and Bids by UPI Bidders using the UPI mechanism) shall be made available to the Registrar no later than 5 p.m. IST on any given day, or any such time permissible under Applicable Law, as agreed wdeposi
Appears in 1 contract
Sources: Syndicate Agreement
RESPONSIBILITIES OF THE MEMBERS OF THE SYNDICATE.
3.1 Each Member of the Syndicate hereby, severally and not jointly, represents and warrants 3.1. The Parties acknowledge that pursuant to the CompanySEBI Regulations, each of the Selling Shareholders all Bidders (other than Anchor Investors) are required to mandatorily submit their Bids and to the other Parties, in relation to the Offer, that (a) it is an intermediary registered with SEBI and has a valid SEBI registration certificate for acting as a Member of the Syndicate (“Registration Certificate”) and has not been debarred or prohibited from acting as an intermediary by SEBI; and participate in the event of withdrawal or cancellation of their Registration Certificate, such Member of Offer through the ASBA process and all Syndicate ASBA Bidders that are UPI Bidders are required to mandatorily Bid through the UPI Mechanism. The Parties further acknowledge that the Bid cum Application Forms submitted by ASBA Bidders shall promptly inform be processed only after the fact of such withdrawal or cancellation to other Parties; and (b) this Agreement Bid Amount has been duly authorizedblocked in such ASBA Bidder’s bank account, executed and delivered by it, and is a valid and legally binding obligation of such Member of the Syndicate in accordance with the terms of this AgreementMay 30 Circular and any other circulars issued by SEBI from time to time.
3.2 3.2. Subject to Clauses 3.3, 3.4 and Section 3.5 below, each of the Members members of the Syndicate shall have the following responsibilities and obligations in relation to the Offer, and each Member member of the Syndicate hereby severally (severally, and not jointly, or jointly and severally) represents, warrants, agrees, covenants and undertakes to the Company, the Selling Shareholders and other Members members of the Syndicate on behalf of itself, and to the extent relevant, its respective Sub-Syndicate Members that:
(i) it, or the respective Sub-Syndicate Member Members appointed by it, shall be responsible for collection of Bids (including Bids using the UPI Mechanism) from the Syndicate ASBA Bidders bidding through any Member and only the BRLMs shall be responsible for collection of the Syndicate or their respective Sub-Syndicate Members (other than Bids directly submitted to the SCSBs or Bids collected by Registered Brokers at the Broker Centres, CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations or the Bids submitted by the Anchor Investors to the BRLMs), only at the Specified Locations, as applicable, in the manner specified in this Agreement, the SEBI ICDR RegulationsRegulations and any other Applicable Law, the Offer DocumentsRed ▇▇▇▇▇▇▇ Prospectus, the Prospectus, the Preliminary Offering Memorandum, the Offering Memorandum, the terms of the Bid cum Application Form, other Applicable Laws UPI Circulars, the Allotment Advice and instructions issued jointly by the BRLMs and the Registrar to the Offer. Provided that in the event of any failure of Bids on account of any non-biddingRegistrar, error, fraud or malpractice by the relevant SCSB with whom such Syndicate ASBA Bid was submitted, deposited or forwarded by the Members of the Syndicate, the Member of the Syndicate shall not be liable and the relevant SCSB shall be responsible for the sameas applicable;
(ii) it shall follow all instructions issued by the BRLMs and the Registrar to the Offer, in accordance with Applicable Law and this Agreement, in dealing with the Bid cum Application Forms including with respect to (a) the Bids submitted by QIBs (including Anchor Investors which shall be in accordance with Clause 3.5 below) and (b) the Bids submitted through their respective Sub-Syndicate Members, as applicable, at Specified Locations;
(iii) all Bids (other than Bids by UPI Bidders) shall be submitted to an SCSB for uploading and blocking of the funds and uploading on the electronic bidding platform of the Stock Exchanges;
(iviii) it shall ensure that any Bids submitted by the Syndicate/ their respective Sub-Syndicate Members to an SCSB shall be made on a special Bid cum Application Form and the heading/ watermark “Syndicate ASBA” must be used by the Syndicate/ Sub-Syndicate Member Members along with the SM Code syndicate member code and Broker Code broker code mentioned on such special Bid cum Application Form to be eligible for brokerage on Allotment. However, any such special Bid cum Application Forms used for Bids by UPI Bidders shall not be eligible for brokerage;
(viv) it agrees and acknowledges that the Bids by Anchor Investors shall be submitted at the select offices of the BRLMs and shall will not be collected by the Syndicate Members;
(vi) it shall procure accept Bid cum Application Forms from ASBA Bidders bidding through using UPI as a payment mechanism if they are not in accordance with the UPI Circulars;
(v) it shall follow all instructions issued by the BRLMs and the Registrar in dealing with the Bid cum Application Forms with respect to Bids submitted to any Member member of the Syndicate or their respective its Sub-Syndicate Members, as applicable, only at the Specified Locations;
(vii) it shall accept Bids from Bidders (other than Anchor Investors) only through ASBA process in terms of the SEBI Process Circulars. Bids through any other modes (other than Bids submitted by Anchor Investors) shall be treated as invalid and be rejected. If it accepts any Bids through modes other than ASBA process (other than Bids submitted by Anchor Investors), it shall be solely responsible for any consequences arising as a result of accepting such Bid and for resolving any investor grievances arising as a result thereof;
(viiivi) it shall not register/upload any Bid without first accepting the duly filled Bid cum Application Form in writing (including via facsimile), electronic means) from the Bidder, whether in India or abroad; it shall be responsible for the completion and accuracy of all details (including the correct UPI ID for Bids by UPI Bidders) to be entered into the electronic bidding system of the Stock Exchanges based on the filled in Bid cum Application Form received by it it, including the correct UPI ID of the UPI Bidders relevant Bidder (as applicable), and, subject to Clause Section 2.4, shall be responsible for any default, mistake or error in the Bid details uploaded by it or subsequent corrections including the UPI related details (as applicable) if such default, mistake or error are solely attributable to it and in resolving investor grievances arising from such errors, if such defaults, mistakes or errors are solely attributable to it; it shall ensure that the required documents are attached to the Bid cum Application Form prior to uploading any Bid including Bids by UPI BiddersBid, and it shall ensure that such Bids and UPI IDs (as applicable) are uploaded on the electronic bidding systems of the Stock Exchanges on a regular basis during the Bid/ Offer Period in compliance with the SEBI ICDR Regulations and SEBI Process CircularRegulations, and within such time as permitted by the Stock Exchanges and the SEBI ICDR Regulations; it shall forward a schedule in the format prescribed under the UPI Circulars along with the Bid cum Application Form (carrying its identification mark), other than Bids by UPI Bidders under the UPI Mechanism, to the branch of the respective SCSBs for blocking of funds, within such time as permitted by the Stock Exchanges and Applicable Law or within such other timeline as prescribed under the UPI Circulars;
(ixvii) it shall, after uploading the Bid, affix a stamp and shall give an acknowledgment, either by way of a counterfoil acknowledgment or specifying specify the application number to the Bidder as proof of having accepted the Bid cum Application Form in physical or electronic form, respectively, in accordance with Applicable Law. Further, it shall retain the physical Bid cum Application Forms submitted by UPI Bidders using UPI as a payment mechanism for a period of six months or such other period as may be prescribed, and shall thereafter forward such forms to the Company / Company/ Registrar; and shall maintain electronic records related to electronic Bid cum Application Forms submitted by such UPI Bidders for a minimum period of three years or such other period as may be prescribed under Applicable Law;
(xviii) it will shall forward a schedule in the format prescribed under the UPI Circulars along with, if applicable, the Bid cum Application Forms (carrying its identification mark) to the branch of the respective SCSBs for bidding and blocking of funds of the relevant Syndicate ASBA Bidders in accordance with the timelines and the mechanism specified under the UPI Circulars;
(ix) as specified in the Red ▇▇▇▇▇▇▇ Prospectus, the Preliminary Offering Memorandum and the SEBI Regulations, the members of the Syndicate or any of their Sub-Syndicate Members shall enter the details of a Bidder, including UPI ID, if applicable, in the electronic bidding system. Further, it and its Sub- Syndicate Members shall enter each Bid option and UPI ID (if applicable) option into the electronic bidding system as a separate Bid within the timelines prescribed by SEBI such time as may be prescribed, and generate a transaction registration slip an Acknowledgement Slip for each price and demand option and give the same furnish such Acknowledgement Slip to the Bidder on Bidder, including upon request;
(xix) it shall accept and upload Bids by ASBA Bidders only during the Bid/ Bid/Offer Period, as applicable and as specified in the Red ▇▇▇▇▇▇▇ Prospectus. In case of Anchor Investors, the BRLMs shall accept Bids only during the Anchor Investor Bid/ Bidding Date;
(xi) the members of the Syndicate shall indicate any revision in Price Band or change in Bid/Offer Period as applicable on the relevant website and as specified the terminals of the members of the Syndicate, pursuant to any public notice that may be released by the Company in the Red ▇▇▇▇▇▇▇ Prospectus and in accordance with the Applicable Lawsthis regard;
(xii) at the end of each day during of the Bid/ Bid/Offer Period, the demand for the Equity Shares (excluding the allocation made to the Anchor Investors investors during the Anchor Investor Bid/ Offer Period) and the Bid prices shall be displayed shown graphically on an online graphical display at its Bidding terminals, terminals for information to of the public;
(xiii) it agrees acknowledges that Anchor Investors shall upload/submit their Bids only through the BRLMs or their AffiliatesBRLMs. No other Member member of the Syndicate shall solicit orders or collect Bids from any Anchor Investors. It Further, it agrees that the Members members of the Syndicate (only in the Specified Locations) have the right to accept or reject Bids by QIBs (other than Anchor Investors). Further, Bids from QIBs can also be rejected, by the Company rejected in consultation accordance with the BRLMsPreliminary Offering Memorandum and the Offering Memorandum, including on technical grounds or such grounds (as described set out in the Offer Documents, in compliance with Applicable Law. Bids from Non-Institutional Bidders, Retail Individual Bidders and UPI Bidders can be rejected on technical grounds only as described in the Offer Documents, in compliance with Applicable LawGeneral Information Document). It shall not accept any Bids (other than from Anchor Investors and Bids using the UPI mechanism)that Investors) that are not made through the ASBA process and shall be treated as invalid and liable to be rejectedprocess. UPI Bidders using the UPI Mechanism, Mechanism may also submit their ASBA Forms with the Registered Brokers, RTA RTAs or Depository ParticipantsCDPs;
(xiv) no Member member of the Syndicate shall accept any Bids from any Overseas Corporate Body;
(xv) it shall procure ASBA Forms from Syndicate ASBA Bidders only at the Specified Locations;
(xvi) it shall ensure the availability of adequate infrastructure and other facilities for Bidding, and that at least one of the members of the Syndicate shall be present at the Specified Locations so that there is least one electronically linked computer terminal, for the purpose of Bidding and for data entry of the Bids in a timely manner manner, including that at least one electronically linked computer terminal being available for the purpose of Bidding at all the Specified Locations;
(xvii) except in relation to the Bids received from Anchor Investors, Bids and any revisions in Bids will be accepted only between 10.00 10:00 a.m. IST and 5.00 5:00 p.m. (Indian Standard Time) IST during the Bid/ Bid/Offer Period at the Specified Locations (except on Bid/ Offer Closing Date, which for QIBs may be one Working Day prior to the Bid/ Offer Closing Date for other categories of Bidders). On the Bid/ Offer Closing Date, Bids and any revisions in Bids will only be accepted between 10.00 a.m. (Indian Standard Time) and 3.00 p.m. (Indian Standard Time). On the Bid/ Offer Closing Date Bids shall be uploaded until (i) 4.00 p.m. (Indian Standard Time) in case of Bids by QIBs and Non-Institutional Investors; and (ii) until 5.00 p.m. (Indian Standard Time) or such extended time as permitted by the Stock Exchanges, in case of Bids by Retail Individual Bidders after taking into account the total number of applications received up to the closure of timings and reported by the BRLMs to the Stock Exchanges. Bids will be accepted only on Working Days. The Company, in consultation with the Book Running Lead Managers may consider closing the Bid / Offer Period for QIBs one day prior to the Bid / Offer Closing Date in accordance with the SEBI ICDR Regulations. Any revision in the uploading time instructed by the Stock Exchanges shall be communicated to the Sub-Syndicate Members who in turn shall communicate such revision to their agents. It is clarified that Bids not uploaded on the electronic bidding system would be considered rejected. Bids by ASBA Bidders shall be uploaded in the electronic system to be provided by the Stock Exchanges by for the Designated Intermediaries Intermediaries; in case of any discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical or electronic ASBA Form, for a particular Bidder, the details of the Bid file received from Stock Exchanges may be taken as final data for the purposes of Allotment;
(xviii) it shall ensure acknowledges that its Sub-RIBs can revise their Bids during the Bid/Offer Period. The members of the Syndicate Members shall, no later than 5:00 p.m. IST on the Bid/Offer Closing Date or any other period as applicable permitted under Applicable Law and agreed by the BRLMs in consultation with the Registrar, carry out the necessary modifications of the Bids already uploaded in accordance with Applicable Law, and, if applicable, forward the relevant forms to the SCSBs or the Registrar. Subsequently, the Stock Exchanges will share the revised Bid details along with the UPI Circulars, enter the following details of an ASBA Bidder who submits an ASBA Bid at the Specified Locations in the electronic bidding system: (a) symbol; (b) intermediary code; (c) intermediary name; (d) location code; (e) name ID of the bidder; (f) name of UPI Bidders to the bank; (g) bank code; (h) category – individual, corporate, QIB, eligible NRI, etc.; (i) PAN (of Sponsor Banks and the sole/first Bidder); (j) number of Equity Shares Bid for; (k) price per Equity Share; (l) Bid cum Application Form number; (m) DP ID Sponsor Banks shall revoke the earlier UPI Mandate Request and Client ID; (n) quantity; (o) amount; (p) order number; (q) depository of initiate a new UPI Mandate Request for the beneficiary account of the Bidder; and (r) UPI ID. For Anchor Investors, the BRLMs shall enter details of the respective Anchor Investor Bid Amount as well as the payment referencerevised Bid;
(xix) it acknowledges that in accordance with the March 16 Circular, to avoid duplication, the facility of re- initiation provided to members of the Syndicate shall preferably be allowed only once per Bid or batch and its Sub-Syndicate Membersas deemed fit by the concerned Stock Exchange, if any, after Bid closure time;
(xx) it shall undertake necessary modifications of select fields in the Bid details, including UPI ID (as applicable), already uploaded by it during the Bid/Offer Period, including on account of inconsistencies brought to the attention of the relevant member of the Syndicate by the Stock Exchanges or otherwise during validation of electronic Bid details, in compliance with Applicable Lawterms of the SEBI Regulations and within such timelines prescribed thereunder, including the UPI Circulars and the Exchange Circularsas applicable;
(xxxxi) it shall provide the identification numbers (terminal IDs) of all Specified Locations its Bidding Centers and those of its Sub-Sub- Syndicate Members, if any, to the Registrar to the Offer together with such other information that may be necessary to enable the Registrar to the Offer to keep a record of the bidding at each such bidding center Bidding Center at the end of each day during the Bid/ Bid/Offer Period;
(xxixxii) it shall provide the Registrar with a daily record, with a separate section for each of its Bidding Centers and those of its Sub-Syndicate Members, details relating to the Bid cum Application Forms received from the Bidders, details regarding registration of the Bids, and the Bid Amounts (other than Bids collected by SCSBs, CDPs, RTAs and Registered Brokers) within such timelines as may be prescribed under Applicable Law;
(xxiii) it shall register and upload the Bids received by it and its Sub-Syndicate Members, onto the electronic bidding system as soon as practicable on the same Working Day on which the Bids are received (subject to the Stock Exchanges permitting such upload on the same Working Day). The .
(xxiv) the BRLMs will instruct the Anchor Investors to deposit their the Bid Amounts in relation to the Bids by Anchor Investors into the relevant Escrow Accounts Account of the Company maintained with the designated Escrow Collection Banks Bank for Anchor Investors, on the same day on which the Bid was received or any other period as agreed with the BRLMs in consultation with the Registrar to the Offer within the time period prescribed under the SEBI ICDR Regulations and other Applicable Law, and for the remaining Bid Amount (in cases where the Anchor Investor Allocation Price is lower than the Offer Price), on or prior to the Anchor Investor Pay-in Date; and it acknowledges that if the relevant Bid Amounts are it does not deposited comply with its obligations, within the time period stipulated herein, then such the Escrow Collection Bank or SCSB, as the case may be, on the advice of the Registrar and/or the BRLMs, may not accept the relevant Bid Amounts and the Bid cum Application Forms; and it shall not collect or deposit payment instruments drawn in favor of the Company or any other party or account, other than in favor of the designated Escrow Account as specified in the Bid cum Application Form, the Red ▇▇▇▇▇▇▇ Prospectus and the Preliminary Offering Memorandum; and with respect to Bids are liable to be rejected;
(xxii) by the Members Syndicate ASBA Bidders who have chosen a non-UPI payment mechanism, it shall not accept any ASBA Form without satisfying itself that the SCSB where the ASBA Account is maintained, as specified in the ASBA Form, has named at least one Designated Branch in that Specified Location in which member of the Syndicate or any of their its Sub-Syndicate Members is accepting the ASBA Form or in case the Syndicate ASBA Bidder has chosen UPI as the mode of payment, the ASBA Form contains the UPI ID for such Bidder linked to a bank account of an SCSB notified by the SEBI which is live on UPI 2.0;
(xxv) it shall enter details take all necessary steps and co-operate with the Escrow Collection Bank, the Refund Bank, the Public Offer Account Bank and the Registrar to ensure that the Allotment of a Bidder the Equity Shares and refund, if any, of any amount collected during the Anchor Investor Bidding Date and the Anchor Investor Pay-in Date, if applicable, and any other post-Offer activities are completed within the electronic bidding system as time period specified in the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus, the Preliminary Offering Memorandum, the SEBI ICDR Regulations Offering Memorandum and any circular issued by the SEBI from time to timeRegulations;
(xxiiixxvi) it shall ensure that all records be responsible for collection of the Bids including the ASBA Forms (submitted by and other documents attached to the ASBA Forms from Syndicate ASBA Bidders at the Specified Locations and if applicable (other than UPI Bidders), together deposit thereof (with supporting documentsrelevant schedules) with the relevant branch of the SCSB where the ASBA Account, are as specified in the ASBA Form, is maintained and forwarded named by such SCSB to accept such ASBA Form, no later than the SCSBsperiod agreed with the BRLMs in consultation with the Registrar, except in relation to or required under Applicable Law, for uploading the Bids from UPI Biddersonto the electronic bidding system. The members of the Syndicate acknowledge that if they do not comply with their obligations, within the time periods specified by the Stock Exchanges or the SEBI ICDR Regulationsperiod stipulated herein, the SEBI Process Circulars or UPI Circularsrelevant SCSB, on the advice of the Registrar and the other members of the Syndicate, may not accept the ASBA Form;
(xxivxxvii) except for UPI Bidders, it shall ensure that it has affixed its stamp on in the main body of each Bid cum Application Form forwarded (except electronic Bid cum Application Forms) submitted by it to SCSBs or Escrow Collection Banks or the Registrar, as applicable, under “Broker’s/ SCSB Branch’s Stamp / RTA /CDP” (as applicable) as an acknowledgement of upload of the Bid in the electronic bidding system of the Stock Exchanges; a Syndicate ASBA Bidder. Bid cum Application Forms (except electronic Bid cum Application Forms) that do not bear such stamp stamps are liable to be rejected. It is however clarified that Bids by Anchor Investors do not get uploaded on electronic bidding system of the Stock Exchanges on the Anchor Investor Bidding Date;
(xxvxxviii) it shall be bound by and shall follow the operational instructions relating to the method and manner of the Offer process as prescribed in this Agreement, the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus, the Preliminary Offering Memorandum, the Offering Memorandum, the SEBI Regulations, any other Applicable Law and any guidance or instructions issued by the BRLMs and/or the Registrar, in relation to the Bids procured from Anchor Investorssubmitted by the Syndicate ASBA Bidders;
(xxix) it shall be bound by, and shall comply with all Applicable Law in connection with the Offer, including the ICDR Regulations specifically relating to advertisements and research reports and undertakes that it:
a. shall not distribute any information extraneous to the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus, the Preliminary Offering Memorandum or the Offering Memorandum to any one section of the investors or research analysts in any manner whatsoever (including, without limitation, at road shows, presentations, in research or sales reports or at Bidding Centers, etc.) until 40 days after the date of listing of the Equity Shares or such other time as agreed by the BRLMs shall be responsible for providing a schedule (including application number, payment instrument number/ RTGS / NEFT/ UTR control number and Bid Amount paid by Anchor Investors) notified to the Escrow Collection Bank during members of the Anchor Investor Bid/ Offer Period Syndicate; and
b. shall not make any disclosure or any other period announcements to the public or the press regarding any aspect of the Offer until the commencement of trading of the Equity Shares, except as agreed among may be directed or permitted, in writing by the Company and the BRLMs or as may be permitted under any contractual understanding or agreement or as may be directed by the SEBI or the Stock Exchanges or as required by Applicable Law.
(xxx) it acknowledges that Bids are liable to be rejected either before entering the Bid into the electronic bidding system or at any time prior to the Allotment of Equity Shares in consultation with the Registrar to the Offer;
(xxvixxxi) it shall provide the Registrar to the Offer with a daily record, with a separate section for each of its bidding centers and those of its Sub-Syndicate Members, details relating to the not accept multiple Bid cum Application Forms received from the same Bidders, details regarding registration of except as stated in the Bids and Bid Amounts (other than Bids collected by SCSBs, CDPs, RTAs and Registered Brokers). This record (except Bids by Anchor Investors, and Bids by UPI Bidders using the UPI mechanism) shall be made available to the Registrar no later than 5 p.m. IST on any given day, or any such time permissible under Applicable Law, as agreed wR
Appears in 1 contract
Sources: Syndicate Agreement
RESPONSIBILITIES OF THE MEMBERS OF THE SYNDICATE.
3.1 Each Member of the Syndicate hereby, severally and not jointly, represents and warrants to the Company, Company and each of the Selling Shareholders and to the other PartiesShareholders, in relation to the OfferOffer and the services agreed to be provided by each Member of the Syndicate in terms of this Agreement that they are duly authorised in terms of Applicable Law and codes of conduct, authorizations, consents or practice applicable to the Members of the Syndicate to execute this Agreement and perform its obligations in terms of this Agreement and that (a) it is an intermediary registered with SEBI and has a valid SEBI registration certificate for acting as a Member of the Syndicate (“Registration Certificate”) and has not been debarred or prohibited from acting as an intermediary by SEBI; and in the event of withdrawal SEBI or cancellation of their Registration Certificate, such Member of the Syndicate shall promptly inform the fact of such withdrawal or cancellation to any other Parties; and (b) this Agreement has been duly authorized, executed and delivered by it, and is a valid and legally binding obligation of such Member of the Syndicate in accordance with the terms of this Agreementregulatory authority.
3.2 Subject to Clauses 3.3, Clause 3.4 and 3.5 below, each of the Members of the Syndicate shall have the following responsibilities and obligations in relation to the Offer, Offer and each Member of the Syndicate hereby severally (and not jointly, or jointly and severally) represents, warrants, agrees, covenants and undertakes to the Company, the Selling Shareholders and other Members Member of the Syndicate that on behalf of itself, and to the extent relevant, its respective Subsub-Syndicate Members thatsyndicate members:
(i) it, a. it or the respective Subsub-Syndicate Member syndicate members appointed by itit shall, shall subject to Clause 2.3 above, be responsible for collection of Bids from the Bidders (including Bids using the UPI Mechanism) from the ASBA Bidders ), bidding through any Member of the Syndicate it or their its respective Sub-Syndicate Members (other than Bids directly submitted to the SCSBs or Bids collected by Registered Brokers at the Broker Centres, CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations or the Bids submitted by the Anchor Investors to the BRLMs), only at the Specified Locations, sub- syndicate members as applicable, in the manner specified in this Agreement, the SEBI ICDR Regulations, the Offer DocumentsRed ▇▇▇▇▇▇▇ Prospectus, the Prospectus, the the Offering Memorandum for the Offer, the terms of the Bid cum Application Form, the Allotment Advice, other Applicable Laws Laws, regulations, UPI Circulars, rules or directions issued by SEBI and the Stock Exchanges from time to time and instructions issued jointly by the BRLMs Book Running Lead Manager and the Registrar to the OfferRegistrar. Provided that in the event of any failure of Bids on account of any non-bidding, error, fraud or malpractice by the relevant SCSB with whom such Syndicate ASBA Bid was submitted, deposited or forwarded by the Members of the SyndicateHowever, the Member of Syndicate Members or the Syndicate sub-syndicate members shall not be liable and for any error on account of the relevant SCSB shall be responsible for the sameSCSBs;
(ii) b. it shall follow all reasonable and necessary instructions issued by the BRLMs Book Running Lead Manager and the Registrar to the Offer, in accordance with Applicable Law and this Agreement, in dealing with the Bid cum Application Forms including with respect to (a) the Bids submitted by QIBs (including Anchor Investors which shall be in accordance with Clause 3.5 below) and (b) the Bids submitted through their respective Subsub-Syndicate Memberssyndicate members, as applicable, at Specified Locations;
(iii) all Bids (other than Bids by UPI Bidders) shall be submitted to an SCSB for uploading and blocking of the funds and uploading on the electronic bidding platform of the Stock Exchanges;
(iv) c. any Bids submitted by the Syndicate/ Syndicate or their respective Subsub-Syndicate Members syndicate members to an SCSB shall be made on a special Bid cum Application Form and the heading/ watermark “Syndicate ASBA” must be used by the Syndicate/ SubSyndicate or sub-Syndicate Member syndicate members along with the SM Code and Broker Code mentioned on such special Bid cum Application Form to be eligible for brokerage on Allotment. However, any such special Bid cum Application Forms used for Bids by UPI Bidders shall not be eligible for brokerage;
(v) it agrees and acknowledges that the Bids by Anchor Investors shall be submitted at the select offices of the BRLMs and shall not be collected by the Syndicate Members;
(vi) d. it shall procure Bid cum Application the ASBA Forms from the ASBA Bidders (except Bids directly submitted by the ASBA Bidders to the SCSBs, RTAs, CDPs or Registered Brokers) or UPI Forms for bidding through any Member of the Syndicate or their respective Subsub-Syndicate Memberssyndicate members, as applicable. Further, the Anchor Investor Application Forms from Anchor Investors shall only at be procured by the Specified LocationsBook Running Lead Manager;
(vii) e. it shall accept Bids from Bidders (other than Anchor Investors) only through ASBA process in terms of the SEBI Process circular number SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 5, 2022, SEBI circular number SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, SEBI circular number SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023, SEBI master circular bearing SEBI/HO/MIRSD/POD-1/P/CIR/2024/37 dated May 7, 2024, SEBI ICDR Master Circular along with the circular issued by the NSE having reference no. 25/2022 dated August 3, 2022 and the circular issued by BSE having reference no. 20220803-40 dated August 3, 2022 (hereafter referred to as the UPI Circulars) (the circular dated 10 November , 2015 read with the circular dated January 21, 2016 read with UPI Circulars is hereinafter referred to as the SEBI ASBA Circulars). Further, pursuant to circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated 5 April, 2022 issued by SEBI, all individual investors applying in public Offers where the application amount is up to ₹ 0.50 million shall use UPI Bids through any other modes by any Bidder (other than Bids submitted by except Anchor Investors) shall be treated as invalid and will be rejected. If it accepts any Bids through modes other than ASBA process (other than Bids submitted by Anchor Investors), it shall be solely responsible for any consequences arising as a result of accepting such Bid and for resolving any investor grievances arising as a result thereof;
(viii) it shall not register/upload any Bid without first accepting the duly filled Bid cum Application Form in writing (including via facsimile), from the Bidder, whether in India or abroad; f. it shall be responsible for the completion and accuracy of all details (details, including the correct UPI ID for Bids by UPI Bidders) ID, as applicable, to be entered into the electronic bidding system of the Stock Exchanges based on the filled filled-in Bid cum Application Form received by it including the correct UPI ID of the UPI Bidders and, subject to Clause 2.4, and shall be responsible for any default, mistake or error in the Bid details uploaded by it or subsequent corrections including the UPI related details (as applicable) if such default, mistake or error are solely attributable to it and in for resolving any investor grievances arising from such errors, if as a result of such errors are in the data entry, to the extent such error is solely attributable to it; ;
g. it shall ensure that be responsible for uploading the required documents are attached to correct UPI ID based on the Bid cum Application ASBA Form prior to uploading any Bid including Bids by received into the electronic bidding system of the Stock Exchanges for the UPI Bidders, and it shall ensure that be responsible for any default, mistake or error in the UPI details uploaded by it and for resolving any investor grievances arising as a result of such Bids are uploaded on errors in the electronic bidding systems of the Stock Exchanges on a regular basis during the Bid/ Offer Period in compliance with the SEBI ICDR Regulations and SEBI Process Circulardata entry, and within if such time as permitted by the Stock Exchanges and the SEBI ICDR Regulations; error is solely attributable to it;
h. it shall forward a schedule in the format prescribed under the UPI Circulars along with not register / upload any Bid, without first accepting the Bid cum Application Form (carrying its identification mark)in writing including via facsimile, other than Bids by UPI Bidders under from the UPI MechanismBidder, to the branch of the respective SCSBs for blocking of funds, within such time as permitted by the Stock Exchanges whether in India or outside India and Applicable Law or within such other timeline as prescribed under the UPI Circulars;
(ix) it shall, shall after uploading the Bid, affix a stamp and give an acknowledgment, either by way of a counterfoil or specifying the application number to the Bidder Bidder, as proof of having accepted the Bid cum Application Form Form, in physical or electronic formmode, respectively, in accordance with Applicable Law. Further, ;
i. it shall retain the physical Bid cum Application Forms submitted by UPI Bidders using UPI as a payment mechanism for a period of six months or such other period as may be prescribed, prescribed and shall thereafter forward such forms to the Company / RegistrarCompany/ Registrar to the Offer; and shall maintain electronic records related to electronic Bid cum Application Forms submitted by such UPI Bidders Bidder for a minimum period of three years or such other period as may be prescribed under Applicable Law;
(x) . It shall ensure that it will enter has affixed its stamp on each Bid and cum Application Form (except for UPI ID (if applicableBidders using UPI mechanism) option into forwarded by it to the SCSBs under “Broker’s/ SCSB Branch’s Stamp” as an acknowledgement of upload of Bid in the electronic bidding system as a separate of the Stock Exchanges. Bid within the timelines prescribed by SEBI and generate a transaction registration slip for each price and demand option and give the same cum Application Forms (except electronic Bid cum Application Forms) that do not bear such stamps are liable to the Bidder on request;
(xi) it shall accept and upload be rejected. It is however clarified that Bids by ASBA Bidders only during the Bid/ Offer Period. In case of Anchor Investors, the BRLMs shall accept Bids only during Investors do not get uploaded on the Anchor Investor Bid/ Offer Period;
j. the Members of the Syndicate shall indicate any revision in Price Band or change in Bid/Offer Period on the relevant website and the terminals of the Members of the Syndicate, pursuant to any press release/notice that shall be released by / on behalf of the Company in this regard;
k. it shall ensure that required documents are attached to the Bid cum Application Form prior to uploading any Bid and shall ensure that the Bids are uploaded on the electronic bidding systems of the Stock Exchanges on a regular basis during the Bid/Offer Period in compliance with Applicable Laws, and within such time as applicable permitted by the Stock Exchange and as specified in the Red ▇▇▇▇▇▇▇ Prospectus and in accordance with the under Applicable Laws;
l. it shall register and upload all the Bids received by it and its sub-syndicate members, on the same Working Day on which the Bids are received (xii) subject to the Stock Exchanges permitting such upload on the same Working Day), and where the same is not possible register the Bid on the next Working Day and before the Bid/ Offer Closing Date or within such time as may be permitted by the Stock Exchanges;
m. at the end of each day during of the Bid/ Offer Period, the demand for the Equity Shares (excluding the along with allocation made to the Anchor Investors during on the Anchor Investor Bid/ Offer Period) and the Bid prices Bidding Date), shall be displayed shown graphically on an online graphical display at its Bidding terminals, Terminals for information Information to the public;
n. it shall ensure that the Bid cum Application Forms (xiiiwithout UPI as a payment option) submitted to it by the ASBA Bidders, along with the supporting documents, are forwarded to the SCSBs for further action, within the timelines prescribed by the Stock Exchanges and the SEBI;
o. it shall forward a schedule as per the format prescribed under the UPI Circulars along with the Bid cum Application Form (carrying its identification mark irrespective of the terminal from which the Bid has been uploaded) other than Bids by UPI Bidder under the UPI Mechanism, to the branch of the respective SCSBs for blocking of fund of the relevant Syndicate ASBA Bidders, other than the case of the Syndicate ASBA Bidder who have submitted Bids with UPI as the mode of payment, (i) on the same Working Day for Bids by Anchor Investors; and (ii) not later than 1 Working Day from the Bid/Offer Closing Date for ASBA Forms for all other categories of investors (other than Anchor Investors) and such time as permitted by the Stock Exchanges and Applicable Law;
p. it agrees that Anchor Investors shall upload/submit register their Bids only through the BRLMs or their AffiliatesBRLM. No other Member of the Syndicate shall solicit orders or collect Bids from any Anchor Investors. It agrees that In case of QIBs (other than Anchor Investors), only the SCSBs and the Members of the Syndicate (only in the Specified Locations) shall have the right to accept the Bid or reject Bids by QIBs (other than Anchor Investors)it. However, such rejection shall be made at the time of receiving the Bid and only after assigning a reason for such rejection in writing. Further, Bids from QIBs can also be rejected, by the Company in consultation with the BRLMs, rejected on technical grounds or such grounds as described in the Offer Documents, in compliance with Applicable Law. Bids from Non-Institutional Bidders, Investors and Retail Individual Bidders and UPI Bidders can be rejected on technical grounds only only. Bids by Bidders (other than Anchor Investors), other than through ASBA process shall be treated as described in invalid and liable to be rejected. RIBs may submit their ASBA Forms with the Offer DocumentsRegistered Brokers, in compliance with Applicable LawCRTAs, CDPs or Syndicate (or sub- syndicate members). It shall not accept any Bids (other than from Anchor Investors and Bids using the UPI mechanism)that Investors) that are not made through the ASBA process and shall be treated as invalid and liable to be rejectedprocess. UPI Bidders using UPI Mechanismmechanism, may also submit their ASBA Forms with the Registered Brokers, RTA or Depository Participants;
q. it and its sub-syndicate members shall undertake necessary modifications of select fields in the Bid details including UPI ID (xivas applicable) no already uploaded by it in terms of the circulars issued by SEBI, one Working Day after the Bid/ Offer Closing Date in terms of and in compliance with Applicable Law, including the UPI Circulars. It shall also be responsible for providing necessary guidance to UPI Bidders for using the UPI Mechanism;
r. it shall endeavour to accept any Bid cum Application Form, on a best effort basis, after first satisfying itself that the SCSB whose name has been entered in the Bid cum Application Form has named at least 1 branch in that centre in which such Member of the Syndicate shall accept any Bids from any Overseas Corporate Body;
(xv) it shall procure ASBA Forms from Syndicate ASBA Bidders only at or its sub-syndicate Members is accepting the Specified Locations;
(xvi) it shall ensure availability of adequate infrastructure and other facilities for Bidding, and that at least one of Bid cum Application Form to enable the members Members of the Syndicate shall be present at to deposit the Specified Locations so that there is least one electronically linked computer terminal, for the purpose of Bidding and for data entry of the Bids in a timely manner at all the Specified LocationsBid cum Application Forms;
s. it shall enter each Bid option and UPI ID (xviiif applicable) into the electronic bidding system as a separate Bid and generate an acknowledgment slip for each price and demand option and give the same or the acknowledgment number to the Bidder. It shall also furnish a Transaction Registration Slip to the Bidder on request;
t. it shall accept and upload Bids only during the Bid/ Offer Period in case of Retail Individual Investors, Non-Institutional Investors and QIBs (except Anchor Investors);
u. except in relation to the Bids received from Anchor Investors, Bids and any revisions in Bids will be accepted only between 10.00 a.m. and 5.00 p.m. (Indian Standard Time) during the Bid/ Offer Period at the bidding centres mentioned in the Bid cum Application Form or the Designated Branches of the SCSBs and the bidding centres of the Members of the Syndicate at the Specified Locations (and the Broker Centres of the Registered Brokers or the Designated RTA Locations or the Designated CDP Locations, as the case may be, except that on Bid/ Offer Closing Date, which for QIBs may be one Working Day prior to the Bid/ Offer Closing Date for other categories of Bidders). On the Bid/ Offer Closing Date, Bids and any revisions in Bids will only be accepted between 10.00 a.m. (Indian Standard Time) and 3.00 p.m. (Indian Standard Time). On the Bid/ Offer Closing Date Bids shall be uploaded until (i) 4.00 p.m. (Indian Standard Time) in case of Bids by QIBs and Non-Institutional Investors; and (ii) until 5.00 p.m. (Indian Standard Time) or such extended time as permitted by the Stock Exchanges, in case of Bids by Retail Individual Bidders after taking into account the total number of applications received up to the closure of timings and reported by the BRLMs to the Stock Exchanges. Bids will be accepted only on Working Days. The Company, in consultation with the Book Running Lead Managers may consider closing the Bid / Offer Period for QIBs one day prior to the Bid / Offer Closing Date in accordance with the SEBI ICDR Regulations. Any revision in the uploading time instructed by the Stock Exchanges shall be communicated to the Sub-Syndicate Members who in turn shall communicate such revision to their agents. It is clarified that Bids not uploaded on the electronic bidding system would be considered rejected. Bids by ASBA Bidders shall be uploaded in the electronic system to be provided by the Stock Exchanges by Designated Intermediaries in case of any discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical or electronic ASBA Form, for a particular Bidder, the details of the Bid file received from Stock Exchanges may be taken as final data for the purposes of Allotment;
(xviii) it shall ensure that its Sub-Syndicate Members shall, as applicable and in accordance with the UPI Circulars, enter the following details of an ASBA Bidder who submits an ASBA Bid at the Specified Locations in the electronic bidding system: (a) symbol; (b) intermediary code; (c) intermediary name; (d) location code; (e) name of the bidder; (f) name of the bank; (g) bank code; (h) category – individual, corporate, QIB, eligible NRI, etc.; (i) PAN (of the sole/first Bidder); (j) number of Equity Shares Bid for; (k) price per Equity Share; (l) Bid cum Application Form number; (m) DP ID and Client ID; (n) quantity; (o) amount; (p) order number; (q) depository of the beneficiary account of the Bidder; and (r) UPI ID. For Anchor Investors, the BRLMs shall enter details of the respective Anchor Investor Bid Amount as well as the payment reference;
(xix) it and its Sub-Syndicate Members, if any, shall undertake necessary modifications of select fields in the Bid details, already uploaded by it during the Bid/Offer Period, in compliance with Applicable Law, including the UPI Circulars and the Exchange Circulars;
(xx) it shall provide the identification numbers (terminal IDs) of all Specified Locations and those of its Sub-Syndicate Members, if any, to the Registrar to the Offer together with such other information that may be necessary to enable the Registrar to the Offer to keep a record of the bidding at each such bidding center at the end of each day during the Bid/ Offer Period;
(xxi) it shall register and upload the Bids received by it and its Sub-Syndicate Members, onto the electronic bidding system as soon as practicable on the same Working Day on which the Bids are received (subject to the Stock Exchanges permitting such upload on the same Working Day). The BRLMs will instruct the Anchor Investors to deposit their Bid Amounts into the Escrow Accounts of the Company maintained with the designated Escrow Collection Banks for Anchor Investors, on the same day on which the Bid was received or any other period as agreed with the BRLMs in consultation with the Registrar to the Offer within the time period prescribed under the SEBI ICDR Regulations and other Applicable Law, and for the remaining Bid Amount (in cases where the Anchor Investor Allocation Price is lower than the Offer Price), on or prior to the Anchor Investor Pay-in Date; and it acknowledges that if the relevant Bid Amounts are not deposited within the time period stipulated herein, then such Bids are liable to be rejected;
(xxii) the Members of the Syndicate or any of their Sub-Syndicate Members shall enter details of a Bidder in the electronic bidding system as specified in the Red ▇▇▇▇▇▇▇ Prospectus, the Preliminary Offering Memorandum, the SEBI ICDR Regulations and any circular issued by the SEBI from time to time;
(xxiii) it shall ensure that all records of the Bids including the ASBA Forms (submitted by the Syndicate ASBA Bidders), together with supporting documents, are maintained and forwarded to the SCSBs, except in relation to Bids from UPI Bidders, within the time periods specified by the Stock Exchanges or the SEBI ICDR Regulations, the SEBI Process Circulars or UPI Circulars;
(xxiv) except for UPI Bidders, it shall ensure that it has affixed its stamp on each Bid cum Application Form forwarded by it to SCSBs or Escrow Collection Banks or the Registrar, as applicable, under “Broker’s/ SCSB Branch’s Stamp / RTA /CDP” (as applicable) as an acknowledgement of upload of the Bid in the electronic bidding system of the Stock Exchanges; Bid cum Application Forms (except electronic Bid cum Application Forms) that do not bear such stamp are liable to be rejected. It is however clarified that Bids by Anchor Investors do not get uploaded on electronic bidding system of the Stock Exchanges on the Anchor Investor Bidding Date;
(xxv) in relation to the Bids procured from Anchor Investors, the BRLMs shall be responsible for providing a schedule (including application number, payment instrument number/ RTGS / NEFT/ UTR control number and Bid Amount paid by Anchor Investors) to the Escrow Collection Bank during the Anchor Investor Bid/ Offer Period or any other period as agreed among the BRLMs in consultation with the Registrar to the Offer;
(xxvi) it shall provide the Registrar to the Offer with a daily record, with a separate section for each of its bidding centers and those of its Sub-Syndicate Members, details relating to the Bid cum Application Forms received from the Bidders, details regarding registration of the Bids and Bid Amounts (other than Bids collected by SCSBs, CDPs, RTAs and Registered Brokers). This record (except Bids by Anchor Investors, and Bids by UPI Bidders using the UPI mechanism) shall be made available to the Registrar no later than 5 p.m. IST on any given day, or any such time permissible under Applicable Law, as agreed w3.00
Appears in 1 contract
Sources: Syndicate Agreement
RESPONSIBILITIES OF THE MEMBERS OF THE SYNDICATE. 3.1 The Parties acknowledge that pursuant to SEBI ICDR Regulations and the SEBI Process Circulars, all ASBA Bidders are required to mandatorily submit their Bids and participate in the Offer through the ASBA process and all Syndicate ASBA Bidders that are UPI Bidders are required to mandatorily Bid through the UPI Mechanism. Any Retail Individual Bidder whose Bid has not been considered for Allotment, due to failures on the part of the SCSB may seek redressal from the concerned SCSB within three months of the listing date in accordance with the circular SEBI/HO/CFD/DIL2/CIR/P/2018/22 dated February 15, 2018.
3.1 3.2 Each Member member of the Syndicate hereby, severally and not jointly, represents and warrants to the Company, Company and each of the Promoter Selling Shareholders and to the other PartiesShareholders, in relation to the Offer, that Offer that: (a) it is an intermediary registered with SEBI and has a valid SEBI registration certificate for acting as a Member of the Syndicate (“Registration Certificate”) and has not been debarred or prohibited from acting as an intermediary by SEBIcertificate; and in the event of withdrawal or cancellation of their Registration Certificate, such Member of the Syndicate shall promptly inform the fact of such withdrawal or cancellation to other Parties; and (b) this Agreement has been duly authorized, executed and delivered by it, and is a valid and legally binding obligation of such Member member of the Syndicate; and (c) it has not been debarred or prohibited from acting as an intermediary by SEBI or any other regulatory authority and in the event of withdrawal or cancellation of its registration, such member of the Syndicate in accordance with shall promptly inform the terms fact of this Agreementsuch withdrawal or cancellation to all the other Parties hereto.
3.2 3.3 Subject to Clauses 3.3, 3.4 and 3.5 Clause 3.6 below, each of the Members members of the Syndicate shall have the following responsibilities and obligations in relation to the Offer, and each Member member of the Syndicate hereby severally (and not jointly, or jointly and severally) represents, warrants, agrees, covenants and undertakes to the Company, the Selling Shareholders and other Members members of the Syndicate Syndicate, on behalf of itself, and to the extent relevant, its respective Sub-Syndicate Members thatsyndicate Members:
(i) it, or the respective Sub-Syndicate Member Members appointed by it, shall be responsible for collection of Bids (including Bids using the UPI Mechanism) from the Syndicate ASBA Bidders bidding through any Member and agrees and acknowledges that only the Lead Managers shall be responsible for collection of the Syndicate or their respective Sub-Syndicate Members (other than Bids directly submitted to the SCSBs or Bids collected by Registered Brokers at the Broker Centres, CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations or the Bids submitted by the Anchor Investors to the BRLMs), only at the Specified Locations, as applicable, in the manner specified in this Agreement, the SEBI ICDR RegulationsRegulations and any other Applicable Law, the Offer DocumentsRed ▇▇▇▇▇▇▇ Prospectus, the terms of Prospectus, the Preliminary Offering Memorandum, the Offering Memorandum, Bid cum Application Form, other Applicable Laws Form the Allotment Advice and instructions issued jointly by the BRLMs Lead Managers and the Registrar to the Offer. Provided that in the event of any failure of Bids on account of any non-bidding, error, fraud or malpractice by the relevant SCSB with whom such Syndicate ASBA Bid was submitted, deposited or forwarded by the Members of the Syndicate, the Member of the Syndicate shall not be liable and the relevant SCSB shall be responsible for the sameas applicable;
(ii) it shall follow all instructions issued by the BRLMs Lead Managers and the Registrar to the Offer, in accordance with Applicable Law and this Agreement, in dealing with the Bid cum Application Forms including with respect to (a) the Bids submitted by QIBs (including Anchor Investors which shall be in accordance with Clause 3.5 below) to any member of the Syndicate and (b) the Bids submitted through their respective Sub-Syndicate Members, as applicableif any, only at Specified Locations;
. Bids through any other modes by any Bidder (iii) all Bids (other than Bids by UPI Bidders) shall be submitted to an SCSB for uploading and blocking of the funds and uploading on the electronic bidding platform of the Stock Exchanges;
(iv) any Bids submitted by the Syndicate/ their respective Sub-Syndicate Members to an SCSB shall be made on a special Bid cum Application Form and the heading/ watermark “Syndicate ASBA” must be used by the Syndicate/ Sub-Syndicate Member along with the SM Code and Broker Code mentioned on such special Bid cum Application Form to be eligible for brokerage on Allotment. However, any such special Bid cum Application Forms used for Bids by UPI Bidders shall not be eligible for brokerage;
(v) it agrees and acknowledges that the except Bids by Anchor Investors which shall only be submitted at the select offices of the BRLMs and shall not be collected by the Syndicate Members;
(vi) it shall procure Bid cum Application Forms from ASBA Bidders bidding through any Member of the Syndicate or their respective Sub-Syndicate Members, as applicable, only at the Specified Locations;
(vii) it shall accept Bids from Bidders (other than Anchor Investors) only through ASBA process in terms of the SEBI Process Circulars. Bids through any other modes (other than Bids submitted by Anchor InvestorsBRLMs) shall be treated as invalid and be rejected. If it accepts any Bids through modes other than ASBA process (other than Bids submitted by Anchor Investors), it shall be solely responsible for any consequences arising as a result of accepting such Bid and for resolving any investor grievances arising as a result thereof;
(viiiiii) it shall not register/upload any Bid without first accepting the duly filled Bid cum Application Form in writing writing, (including via facsimileelectronic means), from the ASBA Bidder, whether in India or abroad; ;
(iv) it shall be responsible for the completion and accuracy of all details (including the correct UPI ID for Bids by UPI Bidders) to be entered into the electronic bidding system of the Stock Exchanges based on the filled filled-in Bid cum Application Form received by it including the correct UPI ID of the UPI Bidders Bidder and, subject to Clause 2.42.3, shall be responsible for any default, error or mistake or error in the Bid details uploaded by it or subsequent corrections including the UPI related details (as applicable) ), the necessary modifications of the Bids already uploaded in accordance with Applicable Law, and, if such defaultapplicable, mistake forward the relevant forms to the SCSBs or error are solely attributable to it the Registrar and in resolving investor grievances arising from such errorsdefaults, mistakes or errors in the data entry, if such errors are solely attributable to it; it in terms of the SEBI UPI Circulars;
(v) it shall ensure that the required documents are attached to the Bid cum Application Form prior to uploading uploading/ submitting any Bid including Bids by UPI BiddersBid, and it shall ensure that such Bids and UPI IDs (as applicable) are uploaded on the electronic bidding systems of the Stock Exchanges on a regular basis during the Bid/ Bid / Offer Period Period, in compliance with the SEBI ICDR Regulations and Regulations, SEBI Process CircularCirculars and Applicable Law, and within such time as permitted by the Stock Exchanges Exchanges, the SEBI ICDR Regulations and the SEBI ICDR RegulationsProcess Circulars; provided that the members of the Syndicate and Sub- Syndicate Members shall not be responsible for any delay/failure in uploading the Bids, due to faults in any information technology, software or hardware or network connectivity problems or any force majeure event. It is however clarified that Bids by Anchor Investors do not get uploaded on electronic bidding system of the Stock Exchanges on the Anchor Investor Bid/Offer Period;
(vi) it shall forward a schedule in the format prescribed under the SEBI UPI Circulars along with the Bid cum Application Form (carrying its identification markmark irrespective of the terminal from which the Bid has been uploaded), other than Bids by UPI Syndicate ASBA Bidders under the UPI Syndicate ASBA Mechanism, to the branch of the respective SCSBs for blocking of funds, within such time as permitted by the Stock Exchanges and Applicable Law or within such other timeline as prescribed under the UPI CircularsLaw;
(ixi) it shall, after uploading the Bid, affix a stamp and shall give an acknowledgment, either by way of a counterfoil acknowledgment or specifying specify the application number to the Bidder as proof of having accepted the Bid cum Application Form in physical or electronic form, respectively, in accordance with Applicable Law. Further, it shall retain the physical Bid cum Application Forms submitted by UPI Bidders using UPI as a payment mechanism for a period of six months or such other period as may be prescribed, and shall thereafter forward such forms to the Company / Company/ Registrar; and shall maintain electronic records related to electronic Bid cum Application Forms submitted by such UPI Bidders for a minimum period of three years or such other period as may be prescribed under Applicable Law;
(xii) it will enter each Bid option and UPI ID (if applicable) option into the electronic bidding system as a separate Bid within the timelines such time as may be prescribed by SEBI and generate a transaction registration slip an Acknowledgement Slip for each price and demand option and give such Acknowledgement Slip to the same Bidder. It shall also furnish an Acknowledgement Slip to the Bidder on request;
(xiiii) it shall register and upload the Bids received by it and its Sub-Syndicate Members, in relation thereto such as UPI ID, onto the electronic bidding system as soon as practicable on the same Working Day on which the Bids are received (subject to the Stock Exchanges permitting such upload on the same Working Day) and where the same is not possible to register and upload the Bid on the next Working Day and before the Bid/ Offer Closing Date.
(iv) it shall accept and upload Bids by ASBA Bidders only during the Bid/ Bid/Offer Period. In case of Anchor Investors, the BRLMs shall accept Bids only during the Anchor Investor Bid/ Offer Period as applicable and as specified in the Red ▇▇▇▇▇▇▇ Prospectus and in accordance with Applicable Law. Bids by Anchor Investors will only be accepted by the Lead Managers and in case of Anchor Investors, the only the Lead Managers shall accept Bids only during the Anchor Investor Bid/Offer Period.
(v) The members of the Syndicate shall indicate any revision in Price Band or change in Bid/Offer Period on the relevant website and the terminals of the members of the Syndicate, pursuant to any public notice that may be released by the Company in this regard.
(vi) it shall ensure that the “Do’s”, “Don’ts” specified in the Red ▇▇▇▇▇▇▇ Prospectus and Preliminary Offering Memorandum and “Grounds for Technical Rejection” specified in the General Information Document are addressed in any Bid cum Application Forms collected by them, including ensuring that the PAN (except for ASBA Bids on behalf of the Central or State Government, officials appointed by a court of law, Bidders residing in the state of Sikkim or Bidders who are exempt from holding a PAN under Applicable LawsLaw), DP ID and Client ID, UPI ID if applicable, of the ASBA Bidder are quoted in the Bid cum Application Form. In case of residents of Sikkim, the members of the Syndicate shall verify the veracity of the claim of the investors that they are residents of Sikkim by collecting sufficient documentary evidence in support of their address as provided in the SEBI Circular MRD/DoP/Dep/Cir-29/2004 dated August 24, 2004;
(xiivii) at the end of each day during the Bid/ Bid/Offer Period, the demand for the Equity Shares (excluding including the allocation made to the Anchor Investors during on the Anchor Investor Bid/ Offer Bid/Period) and the Bid prices shall be displayed on an online graphical display at its Bidding terminals, for information to the public;
(xiiiviii) it agrees that Anchor Investors shall upload/submit their Bids only through the BRLMs Lead Managers or their Affiliatesrespective affiliates. No other Member member of the Syndicate shall solicit orders or collect Bids from any Anchor Investors. It agrees that the Members members of the Syndicate (only in the Specified Locations) have the right to accept or reject Bids by QIBs (other than Anchor Investors). Further, Bids from QIBs can also be rejected, by the Company rejected in consultation accordance with the BRLMsPreliminary Offering Memorandum and the Offering Memorandum, including on technical grounds or such grounds (as described set out in the Offer Documents, in compliance with Applicable Law. Bids from Non-Institutional Bidders, Retail Individual Bidders and UPI Bidders can be rejected on technical grounds only as described in the Offer Documents, in compliance with Applicable LawGeneral Information Document). It shall not accept any Bids (other than from Anchor Investors and Bids using the UPI mechanism)that Investors) that are not made through the ASBA process and shall be treated as invalid and liable to be rejectedprocess. UPI Bidders using UPI Mechanismmechanism, may also submit their ASBA Forms with the Registered Brokers, RTA or CDPs or Depository Participants;
(xivix) no Member member of the Syndicate shall accept any Bids from any Overseas Corporate Body;
(xvx) it shall procure ASBA Forms from Syndicate ASBA Bidders only at the Specified Locations;
(xvixi) it shall ensure the availability of adequate infrastructure and other facilities for Biddingfacilities, and that including at least one of the members of the Syndicate shall be present at the Specified Locations so that there is least one electronically linked computer terminal, terminal at all the Specified Locations is available for the purpose of Bidding and for data entry of the Bids in a timely manner at all the Specified Locationsmanner;
(xviixii) except in relation to the Bids received from Anchor Investors, Bids and any revisions in Bids will be accepted only between 10.00 10:00 a.m. IST and 5.00 5:00 p.m. (Indian Standard Time) IST during the Bid/ Bid/Offer Period at the Specified Locations (except on Bid/ the Bid / Offer Closing Date, which for QIBs may be one Working Day prior to the Bid/ Offer Closing Date for other categories of Bidders). On the Bid/ Bid / Offer Closing Date, Bids and any revisions in Bids will only be accepted between 10.00 10:00 a.m. (Indian Standard Time) IST and 3.00 3:00 p.m. (Indian Standard Time). On the Bid/ Offer Closing Date Bids shall be IST and uploaded until (i) 4.00 4:00 p.m. (Indian Standard Time) IST in case of Bids by QIBs and Non-Institutional InvestorsBidders; and (ii) until 5.00 5:00 p.m. (Indian Standard Time) IST or such extended time as permitted by the Stock Exchanges, in case of Bids by Retail Individual Bidders Bidders, after taking into account the total number of applications received up to the closure of timings and reported by the BRLMs Lead Managers to the Stock Exchanges. Bids will be accepted only on Working Days. The CompanyCompany and the Promoter Selling Shareholders, in consultation with the Book Running Lead Managers may may, consider closing the Bid / Offer Period for QIBs one Working day prior to the Bid / Offer Closing Date in accordance with the SEBI ICDR RegulationsRegulations Bids will be accepted only on Working Days. On the Bid / Offer Closing Date, extension of time may be granted by the Stock Exchanges only for uploading Bids received from Retail Individual Investors after taking into account the total number of Bids received up to closure of timings for acceptance of Bid cum Application Forms as stated herein and reported by the Lead Managers to the Stock Exchanges within 30 minutes of such closure. Any revision in the uploading time instructed by the Stock Exchanges shall be communicated to the Sub-Syndicate Members who in turn shall communicate such revision to their agents. It is clarified that Bids not uploaded on the electronic bidding system would be considered rejected. Due to limitation of time available for uploading Bids on the Bid / Offer Closing Date, Bidders are advised to submit Bids one day prior to the Bid / Offer Closing Date and, in any case, no later than the time specified by the Syndicate on the Bid / Offer Closing Date. If a large number of Bids are received on the Bid / Offer Closing Date, as is typically experienced in public issues, which may lead to some Bids not being uploaded due to lack of sufficient time to upload, such Bids that cannot be uploaded on the electronic bidding system will not be considered for allocation in the Offer. The Company, the Promoter Selling Shareholders and the members of the Syndicate will not be responsible for any failure in uploading Bids due to faults in any hardware/ software system or otherwise. Bids will be accepted only on Working Days. Bids by ASBA Bidders shall be uploaded in the electronic system to be provided by the Stock Exchanges by for the Designated Intermediaries Intermediaries; in case of any discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical or electronic ASBA Form, for a particular Bidder, the details of the Bid file received from Stock Exchanges may be taken as final data for the purposes of Allotment;.
(xviiixiii) it shall ensure that its Sub-Syndicate Members shall, as applicable and in accordance with the SEBI UPI Circulars, enter the following details of an ASBA Bidder who submits an ASBA Bid at the Specified Locations in the electronic bidding system: (a) symbol; (b) intermediary code; (c) intermediary name; (d) location code; (e) name of the bidder; (f) name of the bank; (g) bank code; (h) category – individual, corporate, QIB, eligible NRI, etc.; (i) PAN (of the sole/first Bidder); (j) number of Equity Shares Bid for; (k) price per Equity Share; (l) Bid cum Application Form number; (m) DP ID and Client ID; (n) UPI ID; (o) quantity; (o) amount; (p) order number; and (q) depository of the beneficiary account of the Bidder; and (r) UPI ID. For Anchor Investors, the BRLMs Lead Managers shall enter details of the respective Anchor Investor Bid Amount as well as the payment reference;
(xixxiv) it and its Sub-Syndicate Members, if any, shall undertake necessary modifications of select fields in the Bid detailsdetails including UPI ID (as applicable), already uploaded by it during the Bid/Offer Period, Period and up to the permissible time on the Working Day following the Bid / Offer Closing Date in terms of and in compliance with Applicable Law, including the SEBI UPI Circulars and Circulars. It shall also be responsible for providing necessary guidance to UPI Bidders for using the Exchange CircularsUPI Mechanism;
(xxxv) it shall provide the identification numbers (terminal IDs) of all Specified Locations its Bidding Centres and those of its Sub-Syndicate Members, if any, to the Registrar to the Offer together with such other information that may be necessary to enable the Registrar to the Offer to keep a record of the bidding at each such bidding center Bidding Centre at the end of each day during the Bid/ Bid/Offer Period;
(xxixvi) it shall register and upload the Bids received by it and its Sub-Syndicate Members, onto the electronic bidding system as soon as practicable on the same Working Day on which the Bids are received (subject to the Stock Exchanges permitting such upload on the same Working Day). The BRLMs will instruct the Anchor Investors to shall deposit their Bid Amounts into the Escrow Accounts of the Company maintained with the designated Escrow Collection Banks for Anchor Investors, on the same day on which the Bid was received or any other period as agreed with the BRLMs Lead Managers in consultation with the Registrar to the Offer within the time period prescribed under the SEBI ICDR Regulations and other Applicable Law, and for the remaining Bid Amount (in cases where the Anchor Investor Allocation Price is lower than the Offer Price), on or prior to the Anchor Investor Pay-in Date; and it acknowledges that if the relevant Bid Amounts are not deposited within the time period stipulated herein, then such Bids are liable to be rejected. It does not comply with its obligations, within the time period stipulated herein, the relevant Escrow Collection Banks or SCSB, as the case may be, on the advice of the Registrar and/or the Lead Manager, may not accept the relevant Bid Amounts and the Bid cum Application Forms;
(xxiixvii) the Members it shall not collect or deposit payment instruments drawn in favor of the Syndicate Company or any other party or account, other than in favor of their Sub-Syndicate Members shall enter details of a Bidder in the electronic bidding system designated Escrow Accounts as specified in the Bid cum Application Form, the Red ▇▇▇▇▇▇▇ Prospectus, Prospectus and the Preliminary Offering Memorandum, the SEBI ICDR Regulations ; and any circular issued by the SEBI from time with respect to time;
(xxiii) it shall ensure that all records of the Bids including the ASBA Forms (submitted by the Syndicate ASBA Bidders), together with supporting documents, are maintained and forwarded to the SCSBs, except in relation to Bids from Bidders who have chosen a non-UPI Bidders, within the time periods specified by the Stock Exchanges or the SEBI ICDR Regulations, the SEBI Process Circulars or UPI Circulars;
(xxiv) except for UPI Bidderspayment mechanism, it shall ensure not accept any ASBA Form without satisfying itself that it has affixed its stamp on each Bid cum Application Form forwarded by it to SCSBs or Escrow Collection Banks or the RegistrarSCSB where the ASBA Account is maintained, as applicable, under “Broker’s/ SCSB Branch’s Stamp / RTA /CDP” (as applicable) as an acknowledgement of upload of the Bid specified in the electronic bidding system of the Stock Exchanges; Bid cum Application Forms (except electronic Bid cum Application Forms) that do not bear such stamp are liable to be rejected. It is however clarified that Bids by Anchor Investors do not get uploaded on electronic bidding system of the Stock Exchanges on the Anchor Investor Bidding Date;
(xxv) in relation to the Bids procured from Anchor InvestorsASBA Form, the BRLMs shall be responsible for providing a schedule (including application number, payment instrument number/ RTGS / NEFT/ UTR control number and Bid Amount paid by Anchor Investors) to the Escrow Collection Bank during the Anchor Investor Bid/ Offer Period or any other period as agreed among the BRLMs in consultation with the Registrar to the Offer;
(xxvi) it shall provide the Registrar to the Offer with a daily record, with a separate section for each of its bidding centers and those of its Sub-Syndicate Members, details relating to the Bid cum Application Forms received from the Bidders, details regarding registration of the Bids and Bid Amounts (other than Bids collected by SCSBs, CDPs, RTAs and Registered Brokers). This record (except Bids by Anchor Investors, and Bids by UPI Bidders using the UPI mechanism) shall be made available to the Registrar no later than 5 p.m. IST on any given day, or any such time permissible under Applicable Law, as agreed whas
Appears in 1 contract
Sources: Syndicate Agreement
RESPONSIBILITIES OF THE MEMBERS OF THE SYNDICATE.
3.1 Each Member The parties acknowledge that no provision of this Agreement will constitute any obligation on the part of the Syndicate hereby, severally and not jointly, represents and warrants Member to comply with the Company, each of applicable instructions prescribed under the Selling Shareholders and to the other Parties, SEBI Regulations in relation to the Bids submitted by the investors through the ASBA process to subscribe to the Offer, that (a) it is an intermediary registered with SEBI and has a valid SEBI registration certificate for acting as a Member of the Syndicate (“Registration Certificate”) and has not been debarred or prohibited from acting as an intermediary by SEBI; and in the event of withdrawal or cancellation of their Registration Certificate, such Member of the Syndicate shall promptly inform the fact of such withdrawal or cancellation to other Parties; and (b) this Agreement has been duly authorized, executed and delivered by it, and is a valid and legally binding obligation of such Member of the Syndicate in accordance with the terms of this Agreement.
3.2 Subject to Clauses 3.3, 3.4 and 3.5 below. However, each of the Members Member of the Syndicate shall have the following responsibilities duties and obligations in relation to the Offerresponsibilities, and each Member of the Syndicate them hereby severally (severally, and not jointly, or jointly and severally) represents, warrants, agrees, covenants and undertakes to with the Company, the Selling Shareholders Shareholder and the other Members of the Syndicate on behalf of itself, and to the extent relevant, its respective Sub-Syndicate Members that:
(ia) it, or Each Member of the respective Sub-Syndicate Member appointed by it, shall be responsible for collection of Bids (including Bids using the UPI Mechanism) from the ASBA Bidders bidding through any Member of the Syndicate or their respective Sub-Syndicate Members (other than Bids directly submitted to the SCSBs or Bids collected by Registered Brokers at the Broker Centres, CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations or the Bids submitted by the Anchor Investors to the BRLMs), only at the Specified Locations, as applicable, in the manner specified in this Agreement, the SEBI ICDR Regulations, the Offer DocumentsRed ▇▇▇▇▇▇▇ Prospectus, the Prospectus, the preliminary International Wrap the International Wrap, the terms of the Bid cum Application Form, other Applicable Laws the Confirmation of Allocation Note/CAN and the instructions issued jointly by the BRLMs BRLMs, the Company, the Selling Shareholder and the Registrar to the Offer. Provided that in the event of any failure of Bids on account of any non-bidding, error, fraud or malpractice by the relevant SCSB with whom such Syndicate ASBA Bid was submitted, deposited or forwarded by the Members of the Syndicate, the ;
(b) Each Member of the Syndicate shall not be liable and the relevant SCSB shall be responsible for the same;
(ii) it shall follow all reasonable and necessary instructions issued by the BRLMs and the Registrar to the Offer, Offer in accordance with Applicable Law and this Agreement, in relation to dealing with the Bid cum Application Forms including with respect to (a) the Bids submitted by QIBs (including Anchor Investors which shall be in accordance with Clause 3.5 below) and (b) the Bids submitted through their respective Sub-Syndicate Members, as applicable, at Specified LocationsForms;
(iiic) all Bids (other than Bids by UPI Bidders) shall be submitted to an SCSB for uploading and blocking of the funds and uploading on the electronic bidding platform of the Stock Exchanges;
(iv) any Bids submitted by the Syndicate/ their respective Sub-Syndicate Members to an SCSB shall be made on a special Bid cum Application Form and the heading/ watermark “Syndicate ASBA” must be used by the Syndicate/ Sub-Syndicate Member along with the SM Code and Broker Code mentioned on such special Bid cum Application Form to be eligible for brokerage on Allotment. However, any such special Bid cum Application Forms used for Bids by UPI Bidders shall not be eligible for brokerage;
(v) it agrees and acknowledges that the Bids by Anchor Investors shall be submitted at the select offices of the BRLMs and shall not be collected by the Syndicate Members;
(vi) it shall procure Bid cum Application Forms from ASBA Bidders bidding through any Each Member of the Syndicate or their respective Sub-Syndicate Members, as applicable, only at the Specified Locations;
(vii) it shall accept Bids from Bidders (other than Anchor Investors) only through ASBA process in terms of the SEBI Process Circulars. Bids through any other modes (other than Bids submitted by Anchor Investors) shall be treated as invalid and be rejected. If it accepts any Bids through modes other than ASBA process (other than Bids submitted by Anchor Investors), it shall be solely responsible for any consequences arising as a result of accepting such Bid and for resolving any investor grievances arising as a result thereof;
(viii) it shall not register/upload any Bid without first accepting the duly filled Bid cum Application Form in writing (including via facsimile), from the Bidder, whether in India or abroad; it shall be responsible for the completion and accuracy of all details (including the correct UPI ID for Bids by UPI Bidders) to be entered into the electronic bidding system of the Stock Exchanges based on the filled in Bid cum Application Form received by it including the correct UPI ID of the UPI Bidders and, subject to Clause 2.4, shall be responsible for any default, mistake or error in the Bid details uploaded by it or subsequent corrections including the UPI related details (as applicable) if such default, mistake or error are solely attributable to it and in resolving investor grievances arising from such errors, if such errors are solely attributable to it; it shall ensure that the required documents are attached to the Bid cum Application Form prior to uploading any Bid including Bids by UPI Bidders, and it for their respective Bids. Each Member of the Syndicate shall ensure that such Bids collected by them/Affiliates are uploaded on the online electronic bidding systems of the Stock Exchanges NSE and the BSE on a regular basis;
(d) Each Member of the Syndicate/Affiliates shall register the Bids received by it on the same Working Day on which the Bids are received on a regular basis and will deposit the Bid Amounts collected by it and its sub-syndicate members, if any, during the Bid/ Offer Pay-in Period in compliance relation to the Bid into the Escrow Account maintained with the SEBI ICDR Regulations designated Escrow Collection Banks, (i) for Retail Individual Bidders and SEBI Process CircularNon- Institutional Bidders, and within such time as permitted by on the same Working Day on which the Bid was received (subject to the Stock Exchanges permitting the uploading of Bids on the same Business Day) and in any event no later than the next Working Day, and (ii) for QIB Bidders, the margin amount on the same Working Day on which the Bid was received (subject to the Stock Exchanges permitting the uploading of Bids on the same Business Day) and in any event no later than the next Working Day and the SEBI ICDR Regulations; it balance amount, if any, prior to the expiry of the Pay-in Period applicable to the QIBs. The Members of the Syndicate shall forward a schedule not collect or deposit payment instruments drawn in favour of the format prescribed under Company or any other party or account, other than in favour of the UPI Circulars along with designated Escrow Account(s) as specified in the Bid cum Application Form (carrying its identification mark), other than Bids by UPI Bidders under and the UPI Mechanism, to the branch of the respective SCSBs for blocking of funds, within such time as permitted by the Stock Exchanges and Applicable Law or within such other timeline as prescribed under the UPI CircularsRed ▇▇▇▇▇▇▇ Prospectus;
(ixe) it shall, Each Member of the Syndicate shall not accept any Bids after uploading the close of the Bid, affix a stamp and give an acknowledgment, either by way of a counterfoil or specifying the application number to the Bidder as proof of having accepted the Bid cum Application Form in physical or electronic form, respectively, in accordance with Applicable Law. Further, it shall retain the physical Bid cum Application Forms submitted by UPI Bidders using UPI as a payment mechanism for a period of six months or such other period as may be prescribed, and shall thereafter forward such forms to the Company / Registrar; and shall maintain electronic records related to electronic Bid cum Application Forms submitted by such UPI Bidders for a minimum period of three years or such other period as may be prescribed under Applicable Law/Offer Period;
(xf) it will enter each Bid Each Member of the Syndicate shall take all necessary steps and UPI ID (co-operate with the Registrar to the Offer in ensuring that the allotment of Equity Shares and refund, if applicable) option into any, of any amount collected during the electronic bidding system as a separate Bid Bid/Offer Period is completed within the timelines prescribed by SEBI and generate a transaction registration slip for each price and demand option and give the same to the Bidder on request;
(xi) it shall accept and upload Bids by ASBA Bidders only during the Bid/ Offer Period. In case of Anchor Investors, the BRLMs shall accept Bids only during the Anchor Investor Bid/ Offer Period as applicable and as time period specified in the Red ▇▇▇▇▇▇▇ Prospectus and in accordance with the Applicable LawsProspectus;
(xiig) at the end of each day during the Bid/ Offer Period, the demand for the Equity Shares (excluding the allocation made to the Anchor Investors during the Anchor Investor Bid/ Offer Period) and the Bid prices shall be displayed on an online graphical display at its Bidding terminals, for information to the public;
(xiii) it agrees that Anchor Investors shall upload/submit their Bids only through the BRLMs or their Affiliates. No other Each Member of the Syndicate shall solicit orders or collect Bids from any Anchor Investors. It agrees that be bound by and shall follow the Members operational instructions pertaining to the method and manner of the Syndicate (only Offer process as prescribed in this Agreement, in the Specified Locations) have Red ▇▇▇▇▇▇▇ Prospectus, the right to accept or reject Bids by QIBs (other than Anchor Investors). Further, Bids from QIBs can also be rejected, by the Company in consultation with the BRLMs, on technical grounds or such grounds as described Prospectus and in the Offer Documents, in compliance with Applicable Law. Bids from Non-Institutional Bidders, Retail Individual Bidders and UPI Bidders can be rejected on technical grounds only as described in the Offer Documents, in compliance with Applicable Law. It shall not accept any Bids (other than from Anchor Investors and Bids using the UPI mechanism)that are not made through the ASBA process and shall be treated as invalid and liable to be rejected. UPI Bidders using UPI Mechanism, may also submit their ASBA Forms with the Registered Brokers, RTA or Depository ParticipantsSEBI Regulations;
(xivh) no Each Member of the Syndicate shall accept any Bids from any Overseas Corporate Body;
(xv) it shall procure ASBA Forms from Syndicate ASBA Bidders only at the Specified Locations;
(xvi) it shall ensure availability of adequate infrastructure and other facilities for Bidding, and that at least one of the members of the Syndicate shall be present at the Specified Locations so that there is least one electronically linked computer terminal, for the purpose of Bidding and for data entry of the Bids in a timely manner at all the Specified Locations;
(xvii) except in relation to the Bids received from Anchor Investors, Bids and any revisions in Bids will be accepted only between 10.00 a.m. bound by and 5.00 p.m. (Indian Standard Time) during the Bid/ Offer Period at the Specified Locations (except on Bid/ Offer Closing Date, which shall comply with all applicable restrictions for QIBs may be one Working Day prior to the Bid/ Offer Closing Date for other categories of Bidders). On the Bid/ Offer Closing Date, Bids and any revisions in Bids will only be accepted between 10.00 a.m. (Indian Standard Time) and 3.00 p.m. (Indian Standard Time). On the Bid/ Offer Closing Date Bids shall be uploaded until (i) 4.00 p.m. (Indian Standard Time) in case of Bids by QIBs and Non-Institutional Investors; and (ii) until 5.00 p.m. (Indian Standard Time) offering or such extended time as permitted by the Stock Exchanges, in case of Bids by Retail Individual Bidders after taking into account the total number of applications received up to the closure of timings and reported by the BRLMs to the Stock Exchanges. Bids will be accepted only on Working Days. The Company, in consultation with the Book Running Lead Managers may consider closing the Bid / Offer Period for QIBs one day prior to the Bid / Offer Closing Date in accordance with the SEBI ICDR Regulations. Any revision in the uploading time instructed by the Stock Exchanges shall be communicated to the Sub-Syndicate Members who in turn shall communicate such revision to their agents. It is clarified that Bids not uploaded on the electronic bidding system would be considered rejected. Bids by ASBA Bidders shall be uploaded in the electronic system to be provided by the Stock Exchanges by Designated Intermediaries in case of any discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical or electronic ASBA Form, for a particular Bidder, the details of the Bid file received from Stock Exchanges may be taken as final data for the purposes of Allotment;
(xviii) it shall ensure that its Sub-Syndicate Members shall, as applicable and in accordance with the UPI Circulars, enter the following details of an ASBA Bidder who submits an ASBA Bid at the Specified Locations in the electronic bidding system: (a) symbol; (b) intermediary code; (c) intermediary name; (d) location code; (e) name of the bidder; (f) name of the bank; (g) bank code; (h) category – individual, corporate, QIB, eligible NRI, etc.; (i) PAN (of the sole/first Bidder); (j) number sale of Equity Shares Bid for; (k) price per Equity Share; (l) Bid cum Application Form number; (m) DP ID inside India and Client ID; (n) quantity; (o) amount; (p) order number; (q) depository of the beneficiary account of the Bidder; and (r) UPI ID. For Anchor Investors, the BRLMs shall enter details of the respective Anchor Investor Bid Amount as well as the payment reference;
(xix) it and its Sub-Syndicate Members, if any, shall undertake necessary modifications of select fields in the Bid details, already uploaded by it during the Bid/Offer Period, in compliance with Applicable Law, outside India including the UPI Circulars and the Exchange Circulars;
(xx) it shall provide the identification numbers (terminal IDs) of all Specified Locations and those of its Sub-Syndicate Members, if any, to the Registrar to the Offer together with such other information that may be necessary to enable the Registrar to the Offer to keep a record of the bidding at each such bidding center at the end of each day during the Bid/ Offer Period;
(xxi) it shall register and upload the Bids received by it and its Sub-Syndicate Members, onto the electronic bidding system as soon as practicable on the same Working Day on which the Bids are received (subject to the Stock Exchanges permitting such upload on the same Working Day). The BRLMs will instruct the Anchor Investors to deposit their Bid Amounts into the Escrow Accounts of the Company maintained with the designated Escrow Collection Banks for Anchor Investors, on the same day on which the Bid was received or any other period as agreed with the BRLMs in consultation with the Registrar to the Offer within the time period prescribed under the SEBI ICDR Regulations and other Applicable Law, and for the remaining Bid Amount (in cases where the Anchor Investor Allocation Price is lower than the Offer Price), on or prior to the Anchor Investor Pay-in Date; and it acknowledges that if the relevant Bid Amounts are not deposited within the time period stipulated herein, then such Bids are liable to be rejected;
(xxii) the Members of the Syndicate or any of their Sub-Syndicate Members shall enter details of a Bidder in the electronic bidding system as specified in the Red ▇▇▇▇▇▇▇ Prospectus, the Preliminary Offering MemorandumProspectus, the Underwriting Agreement, SEBI ICDR Regulations and FEMA. No Member of the Syndicate shall accept any circular issued by the SEBI Bids from time to timeany OCB;
(xxiiii) it shall ensure that all records Each Member of the Syndicate shall be fully responsible for the accurate collection of the Margin Amounts and/or the Bid Amounts, as the case maybe, and the deposit thereof into the Escrow Account(s) in respect of all Bids including procured under the ASBA Forms (submitted by the Syndicate ASBA Bidders), together with supporting documents, are maintained and forwarded to the SCSBs, except in relation to Bids from UPI Bidders, within the time periods specified by the Stock Exchanges or the SEBI ICDR Regulations, the SEBI Process Circulars or UPI Circulars;
(xxiv) except for UPI Bidders, it shall ensure that it has affixed its stamp on each Bid cum Application Form forwarded by it to SCSBs or Escrow Collection Banks or the Registrar, as applicable, under “Broker’s/ SCSB Branch’s Stamp / RTA /CDP” (as applicable) as an acknowledgement of upload carrying their identification mark irrespective of the terminal from which the Bid has been registered, and in case of any mistake, error or miscalculation by the electronic bidding system Bidder in paying the said amount, the concerned Member of the Stock Exchanges; Syndicate shall be solely responsible to collect the monies due and payable in respect of the Bid;
(j) Each Member of the Syndicate shall acknowledge that multiple Bid cum Application Forms (except electronic are not permitted. In the event that there is any ambiguity on whether any Bid cum Application FormsForm constitutes a multiple Bid Cum Application Form or not, the concerned Member of the Syndicate Member shall refer such Bid cum Application Form to the BRLMs, who shall determine in consultation with the Registrar to the Offer whether such Bid cum Application Form constitutes a multiple Bid/application or not and shall take necessary steps in relation thereto. Notwithstanding anything contained herein, and subject to the conditions detailed in the Red ▇▇▇▇▇▇▇ Prospectus, (i) Bid cum Application Form submitted by the Eligible Employees in the Employee Reservation Portion and another Bid cum Application Form submitted in any of the other categories; and (ii) in case of a Mutual Fund, a separate Bid in respect of each scheme of the mutual fund registered with SEBI provided that do the Bids clearly indicate the scheme concerned for which the Bid has been made shall not bear be treated as multiple Bids.
(k) Each Member of the Syndicate shall be responsible for collecting the Bid Amount from the Bidders, who have bid through him, where no Bid Amount was collected at the time of registering the Bids, in accordance with the terms of this Agreement. In such stamp are liable cases, each Member of the Syndicate undertakes to collect and pay into the Escrow Account(s) in respect of the allocation made on such Bids. Subsequent to allocation and after execution of the Underwriting Agreement, if for any reason, the Bid against which the allocation is made is found to be incomplete, the Member of the Syndicate through whom the said incomplete Bid is registered, shall be required to subscribe for such allocated Equity Shares subject to the provisions of the Underwriting Agreement and to the extent stipulated therein and shall have to pay to the Selling Shareholder, the relevant price as applicable in respect of such Equity Shares for such allocation;
(l) The Members of the Syndicate shall provide the identification numbers (terminal IDs) of all its bidding centres and those of its sub-syndicate members, to the Registrar together with such other information as may be necessary, to enable the Registrar keep a records of the bidding at each such bidding centre. No Member of the Syndicate shall accept any Bid Amounts in cash, money order or postal order or through stock invest;
(m) The Members of the Syndicate shall collect full Bid Amount from Retail Bidders and Non-Institutional Bidders. The applicable Margin Amount i.e. at least 10% of the Bid Amount would be collected by the Members of the Syndicate from QIB Bidders bidding in the QIB Portion at the time of submission of their Bid. In case of QIB Bidders bidding in the QIB Portion, the Members of the Syndicate shall collect or arrange to deposit the remaining Bid Amount in the Escrow Account(s) prior to the expiration of the Pay-In Period. The Margin Amount for Retail Bidders shall be 100%, for Non-Institutional Bidders shall be 100% and for QIBs bidding in theQIB Portion shall be at least 10%;
(n) Each member of the Syndicate acknowledges that Bidding at Cut-off Price is prohibited for QIBs and Non institutional Bidders and such Bids shall be treated as invalid Bids and rejected. It is however clarified that Bids by Anchor Investors do not get uploaded on electronic bidding system of Retail Individual Bidders and Bidders in the Stock Exchanges on the Anchor Investor Bidding Date;
(xxv) in relation to the Bids procured from Anchor InvestorsEmployee Reservation Portion, the BRLMs shall be responsible for providing a schedule (including application number, payment instrument number/ RTGS / NEFT/ UTR control number and whose Bid Amount paid by Anchor Investors) to does not exceed Rs. 1,00,000, can Bid at the Escrow Collection Bank during Cut-off Price in the Anchor Investor Bid/ Offer Period or any other period manner as agreed among specified in the BRLMs in consultation with the Registrar to the OfferRed ▇▇▇▇▇▇▇ Prospectus;
(xxvi) it shall provide the Registrar to the Offer with a daily record, with a separate section for each of its bidding centers and those of its Sub-Syndicate Members, details relating to the Bid cum Application Forms received from the Bidders, details regarding registration of the Bids and Bid Amounts (other than Bids collected by SCSBs, CDPs, RTAs and Registered Brokers). This record (except Bids by Anchor Investors, and Bids by UPI Bidders using the UPI mechanism) shall be made available to the Registrar no later than 5 p.m. IST on any given day, or any such time permissible under Applicable Law, as agreed w
Appears in 1 contract
Sources: Syndicate Agreement
RESPONSIBILITIES OF THE MEMBERS OF THE SYNDICATE.
3.1 Each Member of The Parties acknowledge that pursuant to SEBI ICDR Regulations and the Syndicate herebySEBI Process Circulars, severally all Bidders (other than Anchor Investors) are required to mandatorily submit their Bids and not jointly, represents and warrants to the Company, each of the Selling Shareholders and to the other Parties, in relation to the Offer, that (a) it is an intermediary registered with SEBI and has a valid SEBI registration certificate for acting as a Member of the Syndicate (“Registration Certificate”) and has not been debarred or prohibited from acting as an intermediary by SEBI; and participate in the event of withdrawal or cancellation of their Registration Certificate, such Member of Offer through the ASBA process and all Syndicate shall promptly inform ASBA Bidders that are UPI Bidders are required to mandatorily Bid through the fact of such withdrawal or cancellation to other Parties; and (b) this Agreement has been duly authorized, executed and delivered by it, and is a valid and legally binding obligation of such Member of the Syndicate in accordance with the terms of this AgreementUPI Mechanism.
3.2 Subject to Clauses 3.3, 3.4 and Clause 3.5 below, each of the Members members of the Syndicate shall have the following responsibilities and obligations in relation to the Offer, and each Member member of the Syndicate hereby severally (and not jointly, or jointly and severally) represents, warrants, agrees, covenants and undertakes to the Company, the Selling Shareholders and other Members members of the Syndicate Syndicate, on behalf of itself, and to the extent relevant, its respective Sub-Syndicate Members thatMembers:
(i) it, or the respective Sub-Syndicate Member Members appointed by it, shall be responsible for collection of Bids (including Bids using the UPI Mechanism) from the Syndicate ASBA Bidders bidding through any Member of and the Syndicate or their respective Sub-Syndicate Members (other than Bids directly submitted to the SCSBs or Bids collected by Registered Brokers at the Broker Centres, CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations or the Bids submitted by Book Running Lead Managers shall be responsible for instructing the Anchor Investors to deposit Bid Amount in the BRLMs), only at the Specified Locations, as applicable, Escrow Account in the manner specified in this Agreement, the SEBI ICDR RegulationsRegulations and any other Applicable Law, the Offer DocumentsRed ▇▇▇▇▇▇▇ Prospectus, the terms of Prospectus, the Preliminary Offering Memorandum, the Offering Memorandum, Bid cum Application Form, other Applicable Laws Form and the Allotment Advice as applicable and instructions issued jointly by the BRLMs Book Running Lead Managers and the Registrar to the Offer. Provided that in the event of any failure of Bids on account of any non-bidding, error, fraud or malpractice by the relevant SCSB with whom such Syndicate ASBA Bid was submitted, deposited or forwarded by the Members of the Syndicate, the Member of the Syndicate shall not be liable and the relevant SCSB shall be responsible for the sameRegistrar;
(ii) it shall follow all instructions issued by the BRLMs and the Registrar to the Offer, in accordance with Applicable Law and this Agreement, in dealing with the Bid cum Application Forms including with respect to (a) the Bids submitted by QIBs (including Anchor Investors which shall be in accordance with Clause 3.5 below) and (b) the Bids submitted through their respective Sub-Syndicate Members, as applicable, at Specified Locations;
(iii) all Bids (other than Bids by UPI Bidders) shall be submitted to an SCSB for uploading and blocking of the funds and uploading on the electronic bidding platform of the Stock Exchanges;
(iv) any Bids submitted by the Syndicate/ their respective Sub-Syndicate Members to an SCSB shall be made on a special Bid cum Application Form and the heading/ watermark “Syndicate ASBA” must be used by the Syndicate/ Sub-Syndicate Member along with the SM Code and Broker Code mentioned on such special Bid cum Application Form to be eligible for brokerage on Allotment. However, any such special Bid cum Application Forms used for Bids by UPI Bidders shall not be eligible for brokerage;
(v) it agrees and acknowledges that the Bids by Anchor Investors shall be submitted at the select offices of the BRLMs Book Running Lead Managers and shall not be collected by the Syndicate MembersMember;
(viiii) it shall procure follow all instructions issued by the Book Running Lead Managers and the Registrar in dealing with the Bid cum Application Forms from (including with respect to Bids by the Syndicate ASBA Bidders bidding through any Member of and the Syndicate Anchor Investors) procured by it or their its respective Sub-Syndicate Members, as applicableif any, at Specified Locations;
(iv) it shall accept Bids from ASBA Bidders only through ASBA in terms of the SEBI Process Circulars only at the Specified Locations;
(vii) it shall accept Bids from Bidders (other than Anchor Investors) only through ASBA process in terms of the SEBI Process Circulars. Bids through any other modes (other than Bids submitted by Anchor Investors) shall be treated as invalid and be rejected. If it accepts any Bids through modes other than ASBA process (other than Bids submitted by Anchor Investors), it shall be solely responsible for any consequences arising as a result of accepting such Bid and for resolving any investor grievances arising as a result thereof;
(viiiv) it shall not register/upload any Bid without first accepting the duly filled Bid cum Application Form in writing (including via facsimile), from the Bidder, whether in India or abroad; it shall be responsible for the completion and accuracy of all details (including the correct UPI ID for Bids by UPI Bidders) to be entered into the electronic bidding system of the Stock Exchanges based on the filled in Bid cum Application Form received by it including the correct UPI ID of the UPI Bidders Bidder and, subject to Clause 2.42.3, shall be responsible for any default, mistake or error in the Bid details uploaded by it or subsequent corrections including the UPI related details (as applicable) if such default, mistake or error are solely attributable to it and in resolving investor grievances arising from such errors, if such errors are solely attributable to it; it shall ensure that the required documents are attached to the Bid cum Application Form prior to uploading any Bid including Bids by UPI BiddersBid, shall ensure the completion and accuracy of the required documents, and it shall ensure that such Bids and UPI IDs are uploaded on the electronic bidding systems of the Stock Exchanges on a regular basis during the Bid/ Offer Period in compliance with the SEBI ICDR Regulations and SEBI Process CircularApplicable Law, and within such time as permitted by the Stock Exchanges and the SEBI ICDR Regulations; it shall forward a schedule in the format prescribed under the UPI Circulars along with the Bid cum Application Form (carrying its identification mark▇▇▇▇ irrespective of the terminal from which the Bid has been uploaded), other than Bids by UPI Bidders under the UPI Mechanism, to the branch of the respective SCSBs for blocking of funds, within such time as permitted by the Stock Exchanges and Applicable Law or within such other timeline as prescribed under the UPI CircularsLaw;
(ixvi) it shall, after uploading the Bid, affix a stamp and give an acknowledgment, either by way of a counterfoil or specifying the application number to the Bidder as proof of having accepted the Bid cum Application Form in physical or electronic form, respectively, in accordance with Applicable Law. Further, it shall retain the physical Bid cum Application Forms submitted by UPI Bidders using UPI as a payment mechanism for a period of six months or such other period as may be prescribed, and shall thereafter forward such forms to the Company / Company/ Registrar; and shall maintain electronic records related to electronic Bid cum Application Forms submitted by such UPI Bidders for a minimum period of three years or such other period as may be prescribed under Applicable Law;
(xvii) it will enter each Bid and UPI ID (if applicable) option into the electronic bidding system as a separate Bid within the timelines prescribed by SEBI and generate a transaction registration slip an Acknowledgement Slip for each price and demand option and give such Acknowledgement Slip to the same Bidder. It shall also furnish an Acknowledgement Slip to the Bidder on request;
(xiviii) it shall accept and upload Bids by ASBA Bidders only during the Bid/ Bid/Offer Period. In case of Anchor Investors, the BRLMs Book Running Lead Managers shall accept Bids only during the Anchor Investor Bid/ Bid/Offer Period as applicable and as specified in the Red ▇▇▇▇▇▇▇ Prospectus and in accordance with the Applicable LawsPeriod;
(xiiix) at the end of each day during the Bid/ Bid/Offer Period, the demand for the Equity Shares (excluding the allocation made to the Anchor Investors during the Anchor Investor Bid/ Bid/Offer Period) and the Bid prices shall be displayed on an online graphical display at its Bidding terminals, for information to the public;
(xiiix) it agrees that Anchor Investors shall upload/submit their Bids only through the BRLMs Book Running Lead Managers or their respective Affiliates. No other Member member of the Syndicate shall solicit orders or collect Bids from any Anchor Investors. It agrees that the Members members of the Syndicate (only in the Specified Locations) have the right to accept or reject Bids by QIBs (other than Anchor Investors). Further, Bids from QIBs can also be rejected, rejected by the Company in consultation with the BRLMs, Book Running Lead Managers on technical grounds or such grounds as described in the Offer Documents, in compliance with Applicable Law. Bids from Non-Institutional Bidders, Retail Individual Bidders and UPI Bidders Eligible Employees can be rejected on technical grounds only as described in the Offer Documents, in compliance with Applicable Lawonly. It shall not accept any Bids (other than from Anchor Investors and Bids using the UPI mechanism)that Investors) that are not made through the ASBA process and shall be treated as invalid and liable to be rejectedprocess. UPI Bidders using UPI Mechanismmechanism, may also submit their ASBA Forms with the Registered Brokers, RTA or Depository Participants;
(xivxi) the members of the Syndicate shall indicate any revision in Price Band or change in Bid/Offer Period on the relevant website and the terminals of the members of the Syndicate, pursuant to any public notice that may be released by the Company in this regard;
(xii) no Member member of the Syndicate shall accept any Bids from any Overseas Corporate Body;
(xv) it shall procure ASBA Forms from Syndicate ASBA Bidders only at the Specified Locations;
(xvixiii) it shall ensure the availability of adequate infrastructure and other facilities for Biddingfacilities, and that including at least one of the members of the Syndicate shall be present at the Specified Locations so that there is least one electronically linked computer terminal, terminal at all the Specified Locations is available for the purpose of Bidding and for data entry of the Bids in a timely manner at all the Specified Locationsmanner;
(xviixiv) except in relation to the Bids received from Anchor Investors, Bids and any revisions revision s in Bids will be accepted only between 10.00 10:00 a.m. IST and 5.00 5:00 p.m. (Indian Standard Time) IST during the Bid/ Bid/Offer Period (except on the Bid/Offer Closing Date) at the Specified Locations (except on Bid/ Offer Closing Date, which for QIBs may be one Working Day prior to the Bid/ Offer Closing Date for other categories of Bidders)Locations. On the Bid/ Bid/Offer Closing Date, Bids and any revisions in Bids will only be accepted between 10.00 10:00 a.m. (Indian Standard Time) IST and 3.00 3:00 p.m. (Indian Standard Time). On the Bid/ Offer Closing Date Bids shall be IST and uploaded until (i) 4.00 4:00 p.m. (Indian Standard Time) IST in case of Bids by QIBs and Non-Institutional InvestorsBidders; and (ii) until 5.00 5:00 p.m. (Indian Standard Time) IST or such extended time as permitted by the Stock Exchanges, in case of Bids by Retail Individual Bidders and Eligible Employees, after taking into account the total number of applications received up to the closure of timings and reported by the BRLMs Book Running Lead Managers to the Stock Exchanges. Bids will be accepted only on Working Days. The CompanyCompany and the Investor Selling Shareholders may, in consultation with the Book Running Lead Managers may Managers, consider closing the Bid / Offer Period for QIBs one day prior to the Bid / Offer Closing Date in accordance acco rdance with the SEBI ICDR Regulations. Bids will be accepted only on Working Days. Any revision in the uploading time instructed by the Stock Exchanges shall be communicated to the Sub-Syndicate Members who in turn shall communicate such revision to their agents. It is clarified that Bids not uploaded on the electronic bidding system would be considered rejected. Bids by ASBA Bidders shall be uploaded in the electronic system to be provided by the Stock Exchanges by for the Designated Intermediaries Intermediaries; in case of any discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical or electronic ASBA Form, for a particular Bidder, the details of the Bid file received from Stock Exchanges may be taken as final data for the purposes of Allotment;.
(xviiixv) it shall ensure that its Sub-Syndicate Members shall, as applicable and in accordance with the UPI Circulars, enter the following details of an ASBA Bidder who submits an ASBA Bid at the Specified Locations in the electronic bidding system: (a) symbol; (b) intermediary code; (c) intermediary name; (d) location code; (e) name of the bidder; (f) name of the bank; (g) bank code; (h) category – individual, corporate, QIB, eligible NRI, etc.; (i) PAN (of the sole/first Bidder); (j) number of Equity Shares Bid for; (k) price per Equity Share; (l) Bid cum Application Form number; (m) DP ID and Client ID; (n) quantity; (o) amount; (p) order number; (q) depository of the beneficiary account of the Bidder; and (r) UPI ID. For Anchor Investors, the BRLMs shall enter details of the respective Anchor Investor Bid Amount as well as the payment reference;
(xix) it and its Sub-Syndicate Members, if any, shall undertake necessary modifications of select fields in the Bid details, already uploaded by it during the Bid/Offer Period, in compliance with Applicable Law, including the UPI Circulars and the Exchange Circulars;
(xx) it shall provide the identification numbers (terminal IDs) of all Specified Locations and those of its Sub-Syndicate Members, if any, to the Registrar to the Offer together with such other information that may be necessary to enable the Registrar to the Offer to keep a record of the bidding at each such bidding center at the end of each day during the Bid/ Offer Period;
(xxi) it shall register and upload the Bids received by it and its Sub-Syndicate Members, onto the electronic bidding system as soon as practicable on the same Working Day on which the Bids are received (subject to the Stock Exchanges permitting such upload on the same Working Day). The BRLMs will instruct the Anchor Investors to deposit their Bid Amounts into the Escrow Accounts of the Company maintained with the designated Escrow Collection Banks for Anchor Investors, on the same day on which the Bid was received or any other period as agreed with the BRLMs in consultation with the Registrar to the Offer within the time period prescribed under the SEBI ICDR Regulations and other Applicable Law, and for the remaining Bid Amount (in cases where the Anchor Investor Allocation Price is lower than the Offer Price), on or prior to the Anchor Investor Pay-in Date; and it acknowledges that if the relevant Bid Amounts are not deposited within the time period stipulated herein, then such Bids are liable to be rejected;
(xxii) the Members of the Syndicate or any of their Sub-Syndicate Members shall enter details of a Bidder in the electronic bidding system as specified in the Red ▇▇▇▇▇▇▇ Prospectus, the Preliminary Offering Memorandum, the SEBI ICDR Regulations and any circular issued by the SEBI from time to time;
(xxiii) it shall ensure that all records of the Bids including the ASBA Forms (submitted by the Syndicate ASBA Bidders), together with supporting documents, are maintained and forwarded to the SCSBs, except in relation to Bids from UPI Bidders, within the time periods specified by the Stock Exchanges or the SEBI ICDR Regulations, the SEBI Process Circulars or UPI Circulars;
(xxiv) except for UPI Bidders, it shall ensure that it has affixed its stamp on each Bid cum Application Form forwarded by it to SCSBs or Escrow Collection Banks or the Registrar, as applicable, under “Broker’s/ SCSB Branch’s Stamp / RTA /CDP” (as applicable) as an acknowledgement of upload of the Bid in the electronic bidding system of the Stock Exchanges; Bid cum Application Forms (except electronic Bid cum Application Forms) that do not bear such stamp are liable to be rejected. It is however clarified that Bids by Anchor Investors do not get uploaded on electronic bidding system of the Stock Exchanges on the Anchor Investor Bidding Date;
(xxv) in relation to the Bids procured from Anchor Investors, the BRLMs shall be responsible for providing a schedule (including application number, payment instrument number/ RTGS / NEFT/ UTR control number and Bid Amount paid by Anchor Investors) to the Escrow Collection Bank during the Anchor Investor Bid/ Offer Period or any other period as agreed among the BRLMs in consultation with the Registrar to the Offer;
(xxvi) it shall provide the Registrar to the Offer with a daily record, with a separate section for each of its bidding centers and those of its Sub-Syndicate Members, details relating to the Bid cum Application Forms received from the Bidders, details regarding registration of the Bids and Bid Amounts (other than Bids collected by SCSBs, CDPs, RTAs and Registered Brokers). This record (except Bids by Anchor Investors, and Bids by UPI Bidders using the UPI mechanism) shall be made available to the Registrar no later than 5 p.m. IST on any given day, or any such time permissible under Applicable Law, as agreed w
Appears in 1 contract
Sources: Syndicate Agreement
RESPONSIBILITIES OF THE MEMBERS OF THE SYNDICATE.
3.1 Each Member of the Syndicate hereby, severally and not jointly, represents and warrants to the Company, each of the Selling Shareholders Company and to the other Parties, in relation to the OfferIssue, that that: (a) it is an intermediary registered with SEBI and has a valid SEBI registration certificate for acting as a Member of the Syndicate (“Registration Certificate”) and has not been debarred or prohibited (including ad interim probation) from acting as an intermediary by SEBISEBI or any other regulatory authority; and in the event of withdrawal or cancellation of their Registration Certificate, such Member of the Syndicate shall promptly inform the fact of such withdrawal or cancellation to other Parties; and (b) this Agreement has been duly authorized, executed and delivered by it, and is a valid and legally binding obligation of such Member of the Syndicate and is enforceable against such Member of the Syndicate in accordance with the terms of this AgreementAgreement and Applicable Law.
3.2 Subject to Clauses 3.3, 3.4 0 and 3.5 below, each of the Members of the Syndicate shall have the following responsibilities and obligations in relation to the OfferIssue, and each Member of the Syndicate hereby severally (and not jointly, or jointly and severally) represents, warrants, agrees, covenants and undertakes to the Company, the Selling Shareholders and other Members of the Syndicate on behalf of itself, and to the extent relevant, its respective Sub-Syndicate Members that:
(i) it, or the respective Sub-Syndicate Member appointed by it, shall be responsible for collection of Bids (including Bids using the UPI Mechanism) from the ASBA Bidders bidding through any Member of the Syndicate or their respective Sub-Syndicate Members (other than Bids directly submitted to the SCSBs or Bids collected by Registered Brokers at the Broker Centres, CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations or the Bids submitted by the Anchor Investors to the BRLMs), only at the Specified Locations, as applicable, in the manner specified in this Agreement, the SEBI ICDR Regulations, the Offer Documents, the terms of the Bid cum Application Form, Allotment Advice, other Applicable Laws and instructions issued jointly by the BRLMs and the Registrar to the Offer. Provided that in the event of any failure of Bids on account of any non-bidding, error, fraud or malpractice by the relevant SCSB with whom such Syndicate ASBA Bid was submitted, deposited or forwarded by the Members of the Syndicate, the Member of the Syndicate shall not be liable and the relevant SCSB shall be responsible for the sameIssue;
(ii) it shall follow all instructions issued by the BRLMs and the Registrar to the Offer, in accordance with Applicable Law and this Agreement, in dealing with the Bid cum Application Forms including with respect to (a) the Bids submitted by QIBs (including Anchor Investors which shall be in accordance with Clause 3.5 below) and (b) the Bids submitted through their respective Sub-Syndicate Members, as applicable, at Specified Locations;
(iii) all Bids (other than Bids by UPI Bidders) shall be submitted to an SCSB for uploading and blocking of the funds and uploading on the electronic bidding platform of the Stock Exchanges;
(iviii) any Bids submitted by the Syndicate/ their respective Sub-Syndicate Members to an SCSB shall be made on a special Bid cum Application Form and the heading/ watermark “Syndicate ASBA” must be used by the Syndicate/ Sub-Sub- Syndicate Member along with the SM Code and Broker Code mentioned on such special Bid cum Application Form to be eligible for brokerage on Allotment. However, any such special Bid cum Application Forms used for Bids by UPI Bidders shall not be eligible for brokerage;
(iv) it shall follow all instructions issued by the BRLMs and the Registrar to the Issue in dealing with the Bid cum Application Forms including with respect to (a) the Bids submitted by QIBs (including Anchor Investors) which shall be in accordance with Clause 3.5 below and (b) the Bids submitted through their respective Sub-Syndicate Members, as applicable;
(v) it agrees and acknowledges that the Bids by Anchor Investors shall be submitted at the select offices of the BRLMs and shall not be collected by the Syndicate MembersMember;
(vi) it shall procure Bid cum Application Forms from ASBA Bidders bidding through any Member of the Syndicate or their respective Sub-Syndicate Members, as applicable, only at the Specified Locations;
(vii) it shall accept Bids from Bidders (other than Anchor Investors) only through ASBA process in terms of the SEBI Process Circulars. Bids through any other modes (other than Bids submitted by Anchor Investors) shall be treated as invalid and be rejected. If it accepts any Bids through modes other than ASBA process (other than Bids submitted by Anchor Investors), it shall be solely responsible for any consequences arising as a result of accepting such Bid and for resolving any investor grievances arising as a result thereof;
(viii) it shall not register/upload any Bid without first accepting the duly filled Bid cum Application Form in writing (writing; including via facsimile), from the Bidder, whether in India or abroadabroad and shall after uploading the Bid, affix stamp and give an acknowledgment, either by way of a counterfoil or specifying the bid reference number to the Bidder, as proof of having accepted the Bid cum Application Form, in physical or electronic mode, respectively; it shall be responsible for the completion and accuracy of all details (including the correct UPI ID for Bids by UPI Bidders) to be entered into the electronic bidding system of the Stock Exchanges based on the filled filled-in Bid cum Application Form received by it including the correct UPI ID of the UPI Bidders and, subject to Clause 2.42.3, shall be responsible for any default, mistake or error in the Bid details uploaded by it or subsequent corrections including the UPI related details (as applicable) if such default, mistake or error are not solely attributable to it and in resolving investor grievances arising from such errors, if such errors are solely attributable to it; it shall ensure that the required documents are attached to the Bid cum Application Form prior to uploading uploading/ submitting any Bid including Bids by UPI BiddersBid, and it shall ensure that such Bids including Bids by UPI Bidders are uploaded on the electronic bidding systems of the Stock Exchanges on a regular basis during the Bid/ Offer Bid/Issue Period in compliance with the SEBI ICDR Regulations and SEBI Process Circular, and within such time as permitted by the Stock Exchanges and the SEBI ICDR Regulations; it shall forward a schedule in the format prescribed under the UPI Circulars along with the Bid cum Application Form (carrying its identification markmark irrespective of the terminal from which the Bid has been uploaded), other than Bids by UPI Bidders under the UPI Mechanism, to the branch of the respective SCSBs for blocking of funds, within (i) the same Working Day for Bids by Anchor Investors; and (ii) not later than one (1) Working Day from the Bid/Issue Closing Date for ASBA Forms for all other categories of investors (other than Anchor Investors) and such time as permitted by the Stock Exchanges and Applicable Law or within such other timeline as prescribed under the UPI Circulars;
(ix) it shall, after uploading the Bid, affix a stamp and shall give an acknowledgment, either by way of a counterfoil acknowledgment or specifying specify the application number to the Bidder as proof of having accepted the Bid cum Application Form in physical or electronic form, respectively, in accordance with Applicable Law. Further, it shall retain the physical Bid cum Application Forms submitted by UPI Bidders using UPI as a payment mechanism for a period of six months or such other period as may be prescribed, and shall thereafter forward such forms to the Company / Company/ Registrar; and shall maintain electronic records related to electronic Bid cum Application Forms submitted by such UPI Bidders for a minimum period of three years or such other period as may be prescribed under Applicable Law;
(x) it will enter each Bid and UPI ID (if applicable) option into the electronic bidding system as a separate Bid within the timelines prescribed by SEBI and generate a transaction registration slip for each price and demand option and give the same to the Bidder on request;
(xi) it shall accept and upload Bids by ASBA Bidders only during the Bid/ Offer Issue Period. In case of Anchor Investors, the BRLMs shall accept Bids only during the Anchor Investor Bid/ Offer Issue Period as applicable and as specified in the Red ▇▇▇▇▇▇▇ Prospectus and in accordance with the Applicable Laws;
(xii) it shall ensure that the “Do’s”, “Don’ts” and “Grounds for Technical Rejection” specified in the Red ▇▇▇▇▇▇▇ Prospectus and Preliminary Offering Memorandum are addressed in any Bid cum Application Forms collected by them;
(xiii) at the end of each day during the Bid/ Offer Bid/Issue Period, the demand for the Equity Shares (excluding the allocation made to the Anchor Investors during the Anchor Investor Bid/ Offer Bid/Issue Period) and the Bid prices shall be displayed on an online graphical display at its Bidding terminals, for information to the public;
(xiiixiv) it agrees that Anchor Investors shall upload/submit their Bids only through the BRLMs or their AffiliatesBRLMs. No other Member of the Syndicate shall solicit orders or collect Bids from any Anchor Investors. It agrees that the Members of the Syndicate (only in the Specified Locations) have the right to accept or reject Bids by QIBs (other than Anchor Investors). Further, Bids from QIBs can also be rejected, rejected by the Company in consultation with the BRLMs, on technical grounds or such grounds as described in the Offer Documents, in compliance with Applicable Law. Bids from Non-Institutional Bidders, Bidders and Retail Individual Bidders and UPI Bidders can be rejected on technical grounds only as described in the Offer Documents, in compliance with Applicable Law. It shall not accept any Bids by Bidders (other than from Anchor Investors and Bids using the UPI mechanism)that are not made Mechanism), other than through the ASBA process and shall be treated as invalid and liable to be rejected. UPI Bidders using UPI Mechanism, may also submit their ASBA Forms with the Registered Brokers, RTA RTAs, Syndicate Member (or Sub-Syndicate Members) or Depository Participants;
(xivxv) no Member of the Syndicate shall accept any Bids from any Overseas Corporate Body;
(xvxvi) it shall procure ASBA Forms from Syndicate ASBA Bidders only at the Specified Locations;
(xvixvii) it shall ensure availability of adequate infrastructure and other facilities for Bidding, and that including at least one of the members of the Syndicate shall be present at the Specified Locations so that there is least one electronically linked computer terminal, for the purpose of Bidding and for data entry of the Bids in a timely manner manner, at all the Specified Locations;
(xviixviii) except in relation to the Bids received from Anchor Investors, Bids and any revisions in Bids will be accepted only between 10.00 a.m. and 5.00 p.m. (Indian Standard Time) during the Bid/ Offer Issue Period at the Specified Locations (Locations, except on Bid/ Offer Issue Closing Date, Date (which for QIBs may be one Working Day prior to the Bid/ Offer Bid/Issue Closing Date for other categories of Bidders). On the Bid/ Offer Issue Closing Date, Bids and any revisions in Bids will only be accepted between 10.00 a.m. 10.00
a. m. (Indian Standard Time) and 3.00 p.m. (Indian Standard Time). On the Bid/ Offer Issue Closing Date Bids shall be uploaded until (i) 4.00 p.m. (Indian Standard Time) in case of Bids by QIBs and Non-Institutional Investors; and (ii) until 5.00 p.m. (Indian Standard Time) or such extended time as permitted by the Stock Exchanges, in case of Bids by Retail Individual Bidders Bidders, after taking into account the total number of applications received up to the closure of timings and reported by the BRLMs to the Stock Exchanges. Bids will be accepted only on Working Days. The CompanyCompany may, in consultation with the Book Running Lead Managers may Managers, consider closing the Bid / Offer Issue Period for QIBs one day prior to the Bid / Offer Issue Closing Date in accordance with the SEBI ICDR Regulations. Any revision in the uploading time instructed by the Stock Exchanges shall be communicated to the Sub-Syndicate Members who in turn shall communicate such revision to their agents. It is clarified that Bids not uploaded on the electronic bidding system would be considered rejected. Bids by ASBA Bidders shall be uploaded in the electronic system to be provided by the Stock Exchanges by Designated Intermediaries in case of any discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical or electronic ASBA Form, for a particular Bidder, the details of the Bid file received from Stock Exchanges may be taken as final data for the purposes of Allotment;
(xviiixix) it acknowledges that Retail Individual Bidders can revise their Bids during the Bid/Issue Period by submitting revised Bids for which separate UPI Mandate Requests will be generated. In case of a revision submitted through a Member of the Syndicate, such Member of the Syndicate will revise the earlier ASBA Bid details with the revised ASBA Bid in the electronic book. The Members of the Syndicate shall also collect instructions to block the revised Bid Amount, if any, on account of an upward revision of the ASBA Bid. In such cases, the Revision Form and upward revisions, at the time of one or more revisions, should be provided to the Member of the Syndicate through whom such ASBA Bidder had placed the original ASBA Bid. It acknowledges that RIBs can revise their Bids only during the Bid/Issue Period. The members of the Syndicate shall, no later than 1:00 p.m. IST on the first Working Day after the Bid/Issue Closing Date or any other period as permitted under Applicable Law and agreed by the Lead Managers in consultation with the Registrar, carry out the necessary modifications of the Bids already uploaded in accordance with Applicable Law, and if applicable, forward the relevant forms to the SCSBs or the Registrar. Subsequently, the Stock Exchanges will share the revised Bid details along with the UPI ID of the RIBs with the Sponsor Bank and the Sponsor Bank shall revoke the earlier UPI Mandate Request and initiate a new UPI Mandate Request for the revised Bid;
(xx) it acknowledges that UPI Bidders can revise their Bids during the Bid/Issue Period. The members of the Syndicate shall, no later than 5:00 p.m. IST on the Bid/Issue Closing Date or any other period as permitted under Applicable Law and agreed by the BRLMs in consultation with the Registrar, carry out the necessary modifications of the Bids already uploaded in accordance with Applicable Law, and, if applicable, forward the relevant forms to the SCSBs or the Registrar. Subsequently, the Stock Exchanges will share the revised Bid details along with the UPI ID of the UPI Bidders to the Sponsor Bank and the Sponsor Bank shall revoke the earlier UPI Mandate Request and initiate a new UPI Mandate Request for the revised Bid, and the Sponsor Banks shall initiate requests for blocking of funds in the ASBA Accounts of relevant Bidders with a confirmation cut-off time of 5:00 pm on the Bid/Issue Closing Date;
(xxi) it shall ensure not collect or deposit payment instruments drawn in favor of the Company or any other party or account, other than in favor of the designated Escrow Accounts as specified in the Bid cum Application Form, the Red ▇▇▇▇▇▇▇ Prospectus and the Preliminary Offering Memorandum; and with respect to Bids by the Syndicate ASBA Bidders who have chosen a non-UPI payment mechanism, it shall not accept any ASBA Form without satisfying itself that the SCSB where the ASBA Account is maintained, as specified in the ASBA Form, has named at least one Designated Branch in that Specified Location in which member of the Syndicate or its Sub-Syndicate Members is accepting the ASBA Form or in case the Syndicate ASBA Bidder has chosen UPI as the mode of payment, the ASBA Form contains the UPI ID for such Bidder linked to a bank account of an SCSB notified by the SEBI which is live on UPI 2.0;
(xxii) its Sub-Syndicate Members shall, as applicable and in accordance with the UPI Circulars, enter the following details of an ASBA Bidder who submits an ASBA Bid at the Specified Locations in the electronic bidding system: (a) symbol; (b) intermediary code; (c) intermediary name; (d) location code; (e) name of the bidder; (f) name of the bank; (g) bank code; (h) category – individual, corporate, QIB, eligible NRI, etc.; (i) PAN (of the sole/first Bidder); (j) number of Equity Shares Bid for; (k) price per Equity Share; (l) Bid cum Application Form number; (m) DP ID and Client ID; (n) quantity; (o) amount; (p) order number; (q) depository of the beneficiary account of the Bidder; and (r) UPI ID. For Anchor Investors, the BRLMs shall enter details of the respective Anchor Investor Bid Amount as well as the payment reference;
(xix) it and its Sub-Syndicate Members, if any, shall undertake necessary modifications of select fields in the Bid details, already uploaded by it during the Bid/Offer Period, in compliance with Applicable Law, including the UPI Circulars and the Exchange Circulars;
(xx) it shall provide the identification numbers (terminal IDs) of all Specified Locations and those of its Sub-Syndicate Members, if any, to the Registrar to the Offer together with such other information that may be necessary to enable the Registrar to the Offer to keep a record of the bidding at each such bidding center at the end of each day during the Bid/ Offer Period;
(xxi) it shall register and upload the Bids received by it and its Sub-Syndicate Members, onto the electronic bidding system as soon as practicable on the same Working Day on which the Bids are received (subject to the Stock Exchanges permitting such upload on the same Working Day). The BRLMs will instruct the Anchor Investors to deposit their Bid Amounts into the Escrow Accounts of the Company maintained with the designated Escrow Collection Banks for Anchor Investors, on the same day on which the Bid was received or any other period as agreed with the BRLMs in consultation with the Registrar to the Offer within the time period prescribed under the SEBI ICDR Regulations and other Applicable Law, and for the remaining Bid Amount (in cases where the Anchor Investor Allocation Price is lower than the Offer Price), on or prior to the Anchor Investor Pay-in Date; and it acknowledges that if the relevant Bid Amounts are not deposited within the time period stipulated herein, then such Bids are liable to be rejected;
(xxii) the Members of the Syndicate or any of their Sub-Syndicate Members shall enter details of a Bidder in the electronic bidding system as specified in the Red ▇▇▇▇▇▇▇ Prospectus, the Preliminary Offering Memorandum, the SEBI ICDR Regulations and any circular issued by the SEBI from time to time;
(xxiii) it shall ensure that all records of the Bids including the ASBA Forms (submitted by the Syndicate ASBA Bidders), together with supporting documents, are maintained and forwarded to the SCSBs, except in relation to Bids from UPI Bidders, within the time periods specified by the Stock Exchanges or the SEBI ICDR Regulations, the SEBI Process Circulars or UPI Circulars;
(xxiv) except for UPI Bidders, it shall ensure that it has affixed its stamp on each Bid cum Application Form forwarded by it to SCSBs or Escrow Collection Banks or the Registrar, as applicable, under “Broker’s/ SCSB Branch’s Stamp / RTA /CDP” (as applicable) as an acknowledgement of upload of the Bid in the electronic bidding system of the Stock Exchanges; Bid cum Application Forms (except electronic Bid cum Application Forms) that do not bear such stamp are liable to be rejected. It is however clarified that Bids by Anchor Investors do not get uploaded on electronic bidding system of the Stock Exchanges on the Anchor Investor Bidding Date;
(xxv) in relation to the Bids procured from Anchor Investors, the BRLMs shall be responsible for providing a schedule (including application number, payment instrument number/ RTGS / NEFT/ UTR control number and Bid Amount paid by Anchor Investors) to the Escrow Collection Bank during the Anchor Investor Bid/ Offer Period or any other period as agreed among the BRLMs in consultation with the Registrar to the Offer;
(xxvi) it shall provide the Registrar to the Offer with a daily record, with a separate section for each of its bidding centers and those of its Sub-Syndicate Members, details relating to the Bid cum Application Forms received from the Bidders, details regarding registration of the Bids and Bid Amounts (other than Bids collected by SCSBs, CDPs, RTAs and Registered Brokers). This record (except Bids by Anchor Investors, and Bids by UPI Bidders using the UPI mechanism) shall be made available to the Registrar no later than 5 p.m. IST on any given day, or any such time permissible under Applicable Law, as agreed w
Appears in 1 contract
Sources: Syndicate Agreement
RESPONSIBILITIES OF THE MEMBERS OF THE SYNDICATE. 3.1 The Parties acknowledge that pursuant to the SEBI ICDR Regulations and SEBI Process Circulars and UPI Circulars, all ASBA Bidders (other than Anchor Investors) are required to mandatorily submit their Bids and participate in the Offer through the ASBA process and all Syndicate ASBA Bidders that are UPI Bidders shall submit their Bids through the UPI Mechanism. Any UPI Bidder whose Bid has not been considered for Allotment, due to failures on the part of the SCSB may seek redressal from the concerned SCSB within three months of the listing date in accordance with SEBI Master Circular bearing reference number SEBI/HO/CFD/PoD-2/P/CIR/2023/00094 dated June 21, 2023 read with June 2021 Circular and April 2022 Circular II.
3.1 3.2 Each Member of the Syndicate hereby, severally and not jointly, represents and warrants to the Company, Company and each of the Selling Shareholders and to the other PartiesShareholders, in relation to the Offer, that Offer that: (a) it is an intermediary registered with SEBI and has a valid SEBI registration certificate for acting as a Member of the Syndicate (“Registration Certificate”) and has not been debarred or prohibited from acting as an intermediary by SEBISyndicate; and in the event of withdrawal or cancellation of their Registration Certificate, such Member of the Syndicate shall promptly inform the fact of such withdrawal or cancellation to other Parties; and (b) this Agreement has been duly authorized, executed and delivered by it, and is a valid and legally binding obligation of such Member of the Syndicate and is enforceable against such Member of the Syndicate, in accordance with the terms of this Agreementthe Agreement and Applicable Law, and (c) is not debarred or prohibited (including any ad-interim prohibition) from acting as an intermediary by SEBI or any other regulatory authority and in the event of withdrawal or cancellation of its registration, each Member of the Syndicate shall promptly inform the fact of such withdrawal or cancellation to all other Parties.
3.2 3.3 Subject to Clauses 3.3, 3.4 and 3.5 below, each of the Members of the Syndicate shall have the following responsibilities and obligations in relation to the Offer, Offer and each Member of the Syndicate hereby severally (and not jointly, or jointly and severally) represents, warrants, agrees, covenants and undertakes to the Company, the Selling Shareholders and other Members of the Syndicate on behalf of itself, and to the extent relevant, its respective Sub-Syndicate Members that:
(i) it, or the respective Sub-Syndicate Member appointed by it, shall be responsible for collection of Bids (including Bids using the UPI Mechanism) from the Syndicate ASBA Bidders bidding through any Member of the Syndicate or their respective Sub-Syndicate Members (other than Bids submitted by the ASBA Bidders directly submitted to the SCSBs an SCSB or Bids collected by Registered Brokers at or RTAs or CDPs) and only the Broker Centres, CDPs at BRLMs shall be responsible for the Designated CDP Locations and RTAs at the Designated RTA Locations or the collection of Bids submitted by the Anchor Investors to the BRLMs), only at the Specified Locations, as applicable, in the manner specified in this Agreement, the SEBI ICDR RegulationsRegulations and any other Applicable Law, the Offer DocumentsRed ▇▇▇▇▇▇▇ Prospectus, the Prospectus, the Preliminary Offering Memorandum, the Offering Memorandum, the terms of the Bid cum Application FormForm and the Allotment Advice, other Applicable Laws as applicable, and instructions issued jointly by the BRLMs and the Registrar to the Offer. Provided that in the event of any failure of Bids on account of any non-bidding, error, fraud or malpractice by the relevant SCSB with whom such Syndicate ASBA Bid was submitted, deposited or forwarded by the Members of the Syndicate, the Member of the Syndicate shall not be liable and the relevant SCSB shall be responsible for the same;
(ii) it agrees and acknowledges that the Bids by Anchor Investors shall only be submitted at the select offices of the BRLMs and shall not be collected by the Syndicate Member;
(iii) it shall follow all instructions issued by the BRLMs and the Registrar to the Offer, in accordance with Applicable Law and this Agreement, in dealing with the Bid cum Application Forms including with respect to (a) the Bids submitted by QIBs (including Anchor Investors which shall be in accordance with Clause 3.5 below) to any member of the Syndicate and (b) the Bids submitted through their respective Sub-Syndicate Members, as applicable, only at the Specified Locations;
(iiiiv) all Bids (other than Bids by UPI Bidders) shall be submitted to an SCSB for uploading and blocking of the funds and uploading on the electronic bidding platform of the Stock Exchanges;
(ivv) any Bids submitted by the Syndicate/ their respective Sub-Syndicate Members to an SCSB shall be made on a special Bid cum Application Form and the heading/ watermark “Syndicate ASBA” must be used by the Syndicate/ their respective Sub-Syndicate Member along with the SM Code and Broker Code broker code mentioned on such special Bid cum Application Form to be eligible for brokerage on Allotment. However, any such special Bid cum Application Forms used for Bids by UPI Bidders shall not be eligible for brokerage;
(vvi) it agrees and acknowledges that In accordance with the Bids by Anchor Investors SEBI circular number SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, no bid made using UPI shall be submitted at considered as valid unless the select offices mandate request for the blocking of funds has been accepted and Bid amounts corresponding to the Bid have been blocked in the respective account of the BRLMs and shall not be collected by the Syndicate Members;
(vi) it shall procure Bid cum Application Forms from ASBA Bidders bidding through any Member of the Syndicate or their respective Sub-Syndicate Members, as applicable, only at the Specified LocationsBidder;
(vii) it shall accept Bids from Syndicate ASBA Bidders (other than Anchor Investors) only through ASBA process mechanism in terms of the SEBI Process CircularsCirculars and UPI Circulars only at the Specified Locations. Bids through any other modes by any Bidder (other than Bids submitted except by Anchor Investors) shall be treated as invalid and be rejected. If rejected and it accepts any Bids through modes other than will not accept Bid cum Application Forms from UPI Bidders who do not use UPI as a payment mechanism in accordance with the UPI Mechanism;
(viii) it will not accept Bid cum Application Forms from the UPI Bidders under the UPI Mechanism if the UPI ID is not stated in the ASBA process Form and / or if it is not in accordance with UPI Circulars;
(other than Bids submitted by Anchor Investors), ix) it shall be solely responsible for uploading the correct UPI ID based on the ASBA Form received into the electronic bidding system of the Stock Exchanges for the UPI Bidders and it shall be responsible for any consequences arising as a result of accepting such Bid default, mistake or error in the UPI details uploaded by it and for resolving any investor grievances arising as a result thereofof such errors in the data entry, if such error is directly attributable to it;
(viiix) it shall not register/upload any Bid without first accepting the duly filled Bid cum Application Form in writing (including via facsimile), from the Bidder, whether in India or abroad; it shall be responsible for the completion and accuracy of all details (including the correct UPI ID for Bids by UPI Bidders) to be entered into the electronic bidding system of the Stock Exchanges based on the filled filled-in Bid cum Application Form received by it including the correct UPI ID of the UPI Bidders and, subject to Clause 2.4, and shall be responsible for any default, mistake or error in the Bid details uploaded by it or subsequent corrections including the UPI related details (as applicable) if such default, mistake or error are solely attributable to it and in for resolving any investor grievances arising from as a result of such errorsdefaults, mistakes or errors in the data entry, if such errors are error is solely attributable to it; ;
(xi) it shall ensure that not register/upload any Bid, without first accepting the required documents are attached to the duly filled Bid cum Application Form prior to uploading any Bid in writing (including Bids by UPI Biddersvia electronic means), from the Bidder, whether in India or abroad, and it shall ensure that such Bids are uploaded on the electronic bidding systems of the Stock Exchanges on a regular basis during the Bid/ Offer Period in compliance with the SEBI ICDR Regulations and SEBI Process Circular, and within such time as permitted by the Stock Exchanges and the SEBI ICDR Regulations; it shall forward a schedule in the format prescribed under the UPI Circulars along with the Bid cum Application Form (carrying its identification mark), other than Bids by UPI Bidders under the UPI Mechanism, to the branch of the respective SCSBs for blocking of funds, within such time as permitted by the Stock Exchanges and Applicable Law or within such other timeline as prescribed under the UPI Circulars;
(ix) it shall, after uploading the Bid, affix a stamp and give an acknowledgment, either by way of a counterfoil or specifying the application number to the Bidder Bidder, as proof of having accepted the Bid cum Application Form (except from UPI Bidders), in physical or electronic formmode, respectively, in accordance with Applicable Law. Further, it shall retain the physical Bid cum Application Forms submitted by UPI Bidders using UPI as a payment mechanism for a period of six months or such other period as may be prescribed, and shall thereafter forward such forms to the Company / Registrar; and shall maintain electronic records related to electronic Bid cum Application Forms submitted by such UPI Bidders for a minimum period of three years or such other period as may be prescribed under Applicable Law;
(x) it will enter each Bid and UPI ID (if applicable) option into the electronic bidding system as a separate Bid within the timelines prescribed by SEBI and generate a transaction registration slip for each price and demand option and give the same to the Bidder on request;
(xi) it shall accept and upload Bids by ASBA Bidders only during the Bid/ Offer Period. In case of Anchor Investors, the BRLMs shall accept Bids only during the Anchor Investor Bid/ Offer Period as applicable and as specified in the Red ▇▇▇▇▇▇▇ Prospectus and in accordance with the Applicable Laws;
(xii) at the end of each day during the Bid/ Offer Period, the demand for the Equity Shares (excluding the allocation made to the Anchor Investors during the Anchor Investor Bid/ Offer Period) and the Bid prices shall be displayed on an online graphical display at its Bidding terminals, for information to the public;
(xiii) it agrees that Anchor Investors shall upload/submit their Bids only through the BRLMs or their Affiliates. No other Member of the Syndicate shall solicit orders or collect Bids from any Anchor Investors. It agrees that the Members of the Syndicate (only in the Specified Locations) have the right to accept or reject Bids by QIBs (other than Anchor Investors). Further, Bids from QIBs can also be rejected, by the Company in consultation with the BRLMs, on technical grounds or such grounds as described in the Offer Documents, in compliance with Applicable Law. Bids from Non-Institutional Bidders, Retail Individual Bidders and UPI Bidders can be rejected on technical grounds only as described in the Offer Documents, in compliance with Applicable Law. It shall not accept any Bids (other than from Anchor Investors and Bids using the UPI mechanism)that are not made through the ASBA process and shall be treated as invalid and liable to be rejected. UPI Bidders using UPI Mechanism, may also submit their ASBA Forms with the Registered Brokers, RTA or Depository Participants;
(xiv) no Member of the Syndicate shall accept any Bids from any Overseas Corporate Body;
(xv) it shall procure ASBA Forms from Syndicate ASBA Bidders only at the Specified Locations;
(xvi) it shall ensure availability of adequate infrastructure and other facilities for Bidding, and that at least one of the members of the Syndicate shall be present at the Specified Locations so that there is least one electronically linked computer terminal, for the purpose of Bidding and for data entry of the Bids in a timely manner at all the Specified Locations;
(xvii) except in relation to the Bids received from Anchor Investors, Bids and any revisions in Bids will be accepted only between 10.00 a.m. and 5.00 p.m. (Indian Standard Time) during the Bid/ Offer Period at the Specified Locations (except on Bid/ Offer Closing Date, which for QIBs may be one Working Day prior to the Bid/ Offer Closing Date for other categories of Bidders). On the Bid/ Offer Closing Date, Bids and any revisions in Bids will only be accepted between 10.00 a.m. (Indian Standard Time) and 3.00 p.m. (Indian Standard Time). On the Bid/ Offer Closing Date Bids shall be uploaded until (i) 4.00 p.m. (Indian Standard Time) in case of Bids by QIBs and Non-Institutional Investors; and (ii) until 5.00 p.m. (Indian Standard Time) or such extended time as permitted by the Stock Exchanges, in case of Bids by Retail Individual Bidders after taking into account the total number of applications received up to the closure of timings and reported by the BRLMs to the Stock Exchanges. Bids will be accepted only on Working Days. The Company, in consultation with the Book Running Lead Managers may consider closing the Bid / Offer Period for QIBs one day prior to the Bid / Offer Closing Date in accordance with the SEBI ICDR Regulations. Any revision in the uploading time instructed by the Stock Exchanges shall be communicated to the Sub-Syndicate Members who in turn shall communicate such revision to their agents. It is clarified that Bids not uploaded on the electronic bidding system would be considered rejected. Bids by ASBA Bidders shall be uploaded in the electronic system to be provided by the Stock Exchanges by Designated Intermediaries in case of any discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical or electronic ASBA Form, for a particular Bidder, the details of the Bid file received from Stock Exchanges may be taken as final data for the purposes of Allotment;
(xviii) it shall ensure that its Sub-Syndicate Members shall, as applicable and in accordance with the UPI Circulars, enter the following details of an ASBA Bidder who submits an ASBA Bid at the Specified Locations in the electronic bidding system: (a) symbol; (b) intermediary code; (c) intermediary name; (d) location code; (e) name of the bidder; (f) name of the bank; (g) bank code; (h) category – individual, corporate, QIB, eligible NRI, etc.; (i) PAN (of the sole/first Bidder); (j) number of Equity Shares Bid for; (k) price per Equity Share; (l) Bid cum Application Form number; (m) DP ID and Client ID; (n) quantity; (o) amount; (p) order number; (q) depository of the beneficiary account of the Bidder; and (r) UPI ID. For Anchor Investors, the BRLMs shall enter details of the respective Anchor Investor Bid Amount as well as the payment reference;
(xix) it and its Sub-Syndicate Members, if any, shall undertake necessary modifications of select fields in the Bid details, already uploaded by it during the Bid/Offer Period, in compliance with Applicable Law, including the UPI Circulars and the Exchange Circulars;
(xx) it shall provide the identification numbers (terminal IDs) of all Specified Locations and those of its Sub-Syndicate Members, if any, to the Registrar to the Offer together with such other information that may be necessary to enable the Registrar to the Offer to keep a record of the bidding at each such bidding center at the end of each day during the Bid/ Offer Period;
(xxi) it shall register and upload the Bids received by it and its Sub-Syndicate Members, onto the electronic bidding system as soon as practicable on the same Working Day on which the Bids are received (subject to the Stock Exchanges permitting such upload on the same Working Day). The BRLMs will instruct the Anchor Investors to deposit their Bid Amounts into the Escrow Accounts of the Company maintained with the designated Escrow Collection Banks for Anchor Investors, on the same day on which the Bid was received or any other period as agreed with the BRLMs in consultation with the Registrar to the Offer within the time period prescribed under the SEBI ICDR Regulations and other Applicable Law, and for the remaining Bid Amount (in cases where the Anchor Investor Allocation Price is lower than the Offer Price), on or prior to the Anchor Investor Pay-in Date; and it acknowledges that if the relevant Bid Amounts are not deposited within the time period stipulated herein, then such Bids are liable to be rejected;
(xxii) the Members of the Syndicate or any of their Sub-Syndicate Members shall enter details of a Bidder in the electronic bidding system as specified in the Red ▇▇▇▇▇▇▇ Prospectus, the Preliminary Offering Memorandum, the SEBI ICDR Regulations and any circular issued by the SEBI from time to time;
(xxiii) it shall ensure that all records of the Bids including the ASBA Forms (submitted by the Syndicate ASBA Bidders), together with supporting documents, are maintained and forwarded to the SCSBs, except in relation to Bids from UPI Bidders, within the time periods specified by the Stock Exchanges or the SEBI ICDR Regulations, the SEBI Process Circulars or UPI Circulars;
(xxiv) except for UPI Bidders, it shall ensure that it has affixed its stamp on the main body of each Bid cum Application Form (except electronic Bid cum Application Forms) forwarded by it to the SCSBs or Escrow Collection Banks or the Registrar, as applicable, under “Broker’s/ Broker’s/SCSB Branch’s Stamp / RTA /CDPStamp” (as applicable) as an acknowledgement of upload of the Bid in the electronic bidding system of the Stock Exchanges; . Bid cum Application Forms (except electronic Bid cum Application Forms) that do not bear such stamp stamps are liable to be rejected. It is however clarified that Bids by Anchor Investors do not get uploaded on electronic bidding system of the Stock Exchanges on the Anchor Investor Bidding Date;
(xii) it shall ensure that the required documents are attached to the Bid cum Application Form and shall ensure the completion and accuracy of the required documents prior to uploading/submitting any Bid and shall ensure that the Bids are uploaded on the electronic bidding systems of the Stock Exchanges on a regular basis during the Bid/Offer Period in compliance with the Applicable Law, including regulations of SEBI and the SEBI Process Circulars, and within such time as permitted by the Stock Exchanges and the SEBI ICDR Regulations and the SEBI Process Circulars, provided that the Syndicate shall not be responsible for any delay/ failure in uploading the Bids, due to faults in any software or hardware or network connectivity problems of the Stock Exchanges or any force majeure event;
(xiii) it shall ensure that the Bid cum Application Forms (without UPI as a payment option) submitted to it by the Syndicate ASBA Bidders, along with the supporting documents, are forwarded to the SCSBs for further action, within the timelines prescribed by the Stock Exchanges and SEBI;
(xiv) at the end of each day during the Bid/Offer Period, the demand for the Equity Shares (excluding the allocation made to the Anchor Investors on the Anchor Investor Bid/Offer Period) and the Bid prices shall be displayed on an online graphical display at its Bidding terminals, for information to the public;
(xv) in case of Bid Cum Application Form under the ASBA process, it shall forward on a day to day basis the application forms received by them during the Bid/Offer Period to designated branches of the SCSBs for blocking of funds, along with the schedules specified in the SEBI Process Circulars;
(xvi) it shall forward a schedule in the format prescribed under the UPI Circulars (containing certain information, including the application number and the amount) along with the Bid cum Application Form (carrying its identification mark irrespective of the terminal from which the Bid has been uploaded) to the branch of the respective SCSBs for blocking of funds of the relevant Syndicate ASBA Bidders within such time permitted by the Stock Exchanges and under Applicable Law;
(xvii) it will enter each Bid option and UPI ID (if applicable) into the electronic bidding system as a separate Bid within such time as may be prescribed by the SEBI and generate a transaction registration slip/acknowledgement slip for each price and demand option and give the same to the Bidder on request;
(xviii) it shall accept and upload Bids from ASBA Bidders only during the Bid/Offer Period as applicable and as specified in the Red ▇▇▇▇▇▇▇ Prospectus and in accordance with the Applicable Laws. In case of Anchor Investors, the BRLMs shall accept Bid cum Application Forms only during the Anchor Investor Bidding Date as applicable and as specified in the Red ▇▇▇▇▇▇▇ Prospectus and in accordance with the Applicable Law;
(xix) at the end of each day during the Bid/Offer Period, the demand for the Equity Shares (excluding allocation made to the Anchor Investors during the Anchor Investor Bidding Date) shall be shown graphically on its Bidding terminals for information to the public;
(xx) only the BRLMs or their respective Affiliates shall solicit orders or collect Bids from any Anchor Investors. In case of QIBs (other than Anchor Investors), only the SCSBs and the Members of the Syndicate (only in the Specified Locations) shall have the right to accept the Bid or reject it. However, such rejection shall be made at the time of receiving the Bid and only after assigning a reason for such rejection in writing. Further, Bids from QIBs can also be rejected on technical grounds or such grounds as described in the Offer Documents, in compliance with Applicable Law. Bids from Non-Institutional Bidders and Retail Individual Bidders and Eligible Employees can be rejected on technical grounds only as described in the Offer Documents, in compliance with Applicable Law. Bids by Bidders (other than Anchor Investors and Bids using UPI Mechanism), other than through ASBA process shall be treated as invalid and liable to be rejected. UPI Bidders may submit their ASBA Forms with the Registered Brokers, RTAs, CDPs or Syndicate (or Sub-Syndicate Members);
(xxi) it shall not accept any Bids from any Overseas Corporate Body;
(xxii) it shall ensure availability of adequate infrastructure and other facilities for Bidding and that at least one of the members of the Syndicate shall be present at the Specified Locations so that at least 1 (one) electronically linked computer terminal at each of the Specified Locations is available for the purpose of Bidding and for data entry of the Bids in a timely manner;
(xxiii) it and its Sub-Syndicate Member shall undertake necessary modifications of select fields in the Bid details including UPI ID (as applicable) already uploaded by it in terms of the SEBI Process Circulars, up to the permissible time on the Working Day following the Bid/Offer Closing Date in terms of the UPI Circulars and Applicable Law. It shall also be responsible for providing necessary guidance to UPI Bidders for using the UPI Mechanism;
(xxiv) any revisions to the Price Band and the Bid/Offer Period, as applicable, shall be advertised in accordance with the SEBI ICDR Regulations;
(xxv) it shall register and upload all Bids, including relevant details in relation thereto, received by it and its Sub-Syndicate Member on the same Working Day on which the Bids are received (subject to the Stock Exchanges permitting such upload on the same Working Day), and where the same is not possible to register and upload the Bid on the next Working Day and before the Bid/Offer Closing Date;
(xxvi) it shall provide the Registrar with a daily record, with a separate section for each of its Specified Locations and those of its Sub-Syndicate Members details relating to the ASBA Forms received from the ASBA Bidders, the details regarding registration of the Bids and the Bid cum Application Forms submitted directly with SCSBs at Designated Branches;
(xxvii) in relation to the Bids procured from Anchor Investors, the BRLMs shall be responsible for providing a schedule (including the application number, payment instrument number/ RTGS / NEFT/ UTR control number and Bid Amount paid by Anchor Investors) to the Escrow Collection Bank during the Anchor Investor Bid/ Offer Period Bidding Date, or any other period as agreed among the BRLMs in consultation with the Registrar to the OfferRegistrar;
(xxvixxviii) In respect of bids submitted by UPI Bidders along with UPI ID, it shall provide be responsible for collection of the Registrar to the Offer with a daily record, with a separate section for each of its bidding centers Bid cum Application Forms and those of its Sub-Syndicate Members, details relating other documents attached to the Bid cum Application Forms received from the Bidders, details regarding registration UPI Bidders bidding through any member of the Syndicate or their respective Sub-Syndicate Member, as applicable, at the Specified Locations and deposit thereof with the Registrar, after uploading the Bids including the UPI ID onto the electronic bidding system;
(xxix) it acknowledges and confirms that if an Anchor Investor fails to pay the difference between the Anchor Investor Offer Price and the Anchor Investor Allocation Price, in case such Anchor Investor Allocation Price was below the Anchor Investor Offer Price, by the Anchor Investor Pay-in Date, the Allocation to such Anchor Investor shall stand cancelled, and any reduction in the Anchor Investor Portion arising out of such cancellation shall be added back to the QIB Portion (excluding the Anchor Investor Portion);
(xxx) it shall ensure that, before accepting Bid Amounts cum Application Forms submitted by the ASBA Bidders at the Specified Locations, the SCSB where the ASBA Account, as specified in such Bid cum Application Form, is maintained, has named at least one branch at that location for the Members of the Syndicate to deposit such Bid cum Application Forms (a list of such branches is available on the website of SEBI at ▇▇▇.▇▇▇▇.▇▇▇.▇▇/▇▇▇▇▇▇▇/▇▇▇▇▇/▇▇▇▇▇▇▇▇▇▇▇.▇▇?doRecognised=yes);
(xxxi) it shall collect the Bid cum Application Forms submitted by the ASBA Bidders (including any relevant attachments in relation thereto) and submit such forms (other than Bids collected by SCSBs, CDPs, RTAs and Registered Brokers). This record (except Bids by Anchor Investors, and Bids Bid cum Application Forms submitted by UPI Bidders using Bidders) at a branch of the UPI mechanism) shall be made available SCSB which is eligible to accept such forms within the Registrar no later than 5 p.m. IST on any given day, or any such time permissible timeline specified under Applicable Law, and which has been validly registered on the electronic bidding system of the Stock Exchanges. In cases where there is an apparent data entry error by any Member of the Syndicate or Sub-Syndicate Member in entering the application number and the other details remain unchanged, such application may be considered valid;
(xxxii) except in relation to the Bids received from Anchor Investors, Bids and any revision in Bids will be accepted only between 10.00 a.m. and 5.00 p.m. (Indian Standard Time) during the Bid/ Offer Period at the Bidding centres, except that on the Bid/ Offer Closing Date (which for QIBs may be one Working Day prior to the Bid/Offer Closing Date for other categories of Bidders). Subject to Applicable Law, on the Bid/Offer Closing Date, Bids and any revisions in Bids will be accepted only between 10.00 a.m. and 3.00 p.m. (Indian Standard Time) and uploaded until (i) 4.00 p.m. (Indian Standard Time) in case of Bids by QIBs and Non-Institutional Bidders; and (ii) 5.00 p.m. (Indian Standard Time) or such extended time as agreed wpermitted by the Stock Exchanges, in case of Bids by Retail Individual Bidders and Eligible Employees bidding in the Employee Reservation Portion, after taking into account the total number of applications received up to the closure of timings and reported by the BRLMs
Appears in 1 contract
Sources: Syndicate Agreement
RESPONSIBILITIES OF THE MEMBERS OF THE SYNDICATE.
3.1 Each Member of the Syndicate hereby, severally and not jointly, represents and warrants The Parties acknowledge that pursuant to the CompanySEBI ICDR Regulations and the SEBI Process Circulars, each of all ASBA Bidders are required to mandatorily submit their Bids and participate in the Selling Shareholders Offer through the ASBA process and all Syndicate ASBA Bidders that are UPI Bidders are required to mandatorily Bid through the other Parties, in relation to the Offer, UPI Mechanism.
3.2 Parties acknowledge that (a) it is an intermediary registered with SEBI and has a valid SEBI registration certificate for acting as a Member of the Syndicate (“Registration Certificate”) and any UPI Bidders whose Bid has not been debarred or prohibited from acting as an intermediary by SEBI; and in considered for Allotment, due to failures on the event of withdrawal or cancellation of their Registration Certificate, such Member part of the Syndicate shall promptly inform SCSB may seek redressal from the fact of such withdrawal or cancellation to other Parties; and (b) this Agreement has been duly authorized, executed and delivered by it, and is a valid and legally binding obligation of such Member concerned SCSB within three months of the Syndicate listing date in accordance with the terms UPI Circulars. The Sponsor Banks shall be responsible for the reconciliation of this AgreementUPI Bids.
3.2 3.3 Subject to Clauses 3.3, 3.4 and Clause 3.5 below, each of the Members of the Syndicate shall have the following responsibilities and obligations in relation to the Offer, and each Member of the Syndicate hereby severally (and not jointly, or jointly and severally) represents, warrants, agrees, covenants and undertakes to the Company, the Selling Shareholders and other Members of the Syndicate Syndicate, on behalf of itself, and to the extent relevant, its respective Sub-Syndicate Members thatMembers:
(i) it, or the respective Sub-Syndicate Member Members appointed by it, shall be responsible for collection of Bids (including Bids using the UPI Mechanism) from the Syndicate ASBA Bidders bidding through any Member of the Syndicate or their respective Sub-Syndicate Members (other than Bids directly submitted to the SCSBs or Bids collected by Registered Brokers at the Broker Centres, CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations or Locations) and the Bids submitted by Book Running Lead Managers and the Registrar, jointly, shall be responsible for instructing the Anchor Investors to deposit Bid Amount in the BRLMs), only at the Specified Locations, as applicable, Escrow Account in the manner specified in this Agreement, the SEBI ICDR RegulationsRegulations and any other Applicable Law, the Offer Documents, the terms of the Bid cum Application Form, other Applicable Laws and instructions issued jointly by the BRLMs Form and the Registrar to the OfferAllotment Advice as applicable. Provided that in the event of any failure of Bids on account of any non-bidding, error, fraud or malpractice by the relevant SCSB with whom such Syndicate ASBA Bid was submitted, deposited or forwarded by the Members of the SyndicateHowever, the Member of Syndicate Members or the Sub-Syndicate Members shall not be liable and for any error on account of the relevant SCSB shall be responsible for the sameSCSBs;
(ii) it agrees and acknowledges that the Bids by Anchor Investors shall follow all instructions issued be submitted at the select offices of the Book Running Lead Managers and shall not be collected by the BRLMs and the Registrar to the Offer, in accordance with Applicable Law and this Agreement, in dealing with the Bid cum Application Forms including with respect to (a) the Bids submitted by QIBs (including Anchor Investors which shall be in accordance with Clause 3.5 below) and (b) the Bids submitted through their respective Sub-Syndicate Members, as applicable, at Specified Locations;
(iii) all Bids (other than Bids by UPI Bidders) shall be submitted to an SCSB for uploading and blocking of the funds and uploading on the electronic bidding platform of the Stock Exchanges;
(iv) any Bids submitted by the Syndicate/ their respective Sub-Syndicate Members to an SCSB shall be made on a special Bid cum Application Form and the heading/ watermark “Syndicate ASBA” must be used by the Syndicate/ Sub-Syndicate Member Members along with the SM Code and Broker Code mentioned on such special Bid cum Application Form to be eligible for brokerage on Allotment. However, any such special Bid cum Application Forms used for Bids by UPI Bidders shall not be eligible for brokerage;
(v) it agrees shall follow all instructions issued by the Book Running Lead Managers and acknowledges that the Registrar in dealing with the Bid cum Application Forms (including with respect to Bids by Anchor Investors shall be submitted at the select offices of the BRLMs and shall not be collected by the Syndicate ASBA Bidders) procured by it or its respective Sub-Syndicate Members, if any, at Specified Locations;
(vi) it shall procure Bid cum Application Forms from ASBA Bidders bidding through any Member of the Syndicate or their respective Sub-Syndicate Members, as applicable, only at the Specified Locations;
(vii) it shall accept Bids from Bidders (other than Anchor Investors) only through ASBA process in terms of the SEBI Process Circulars. Bids through any other modes (other than Bids submitted by Anchor Investors) shall be treated as invalid and be rejected. If it accepts any Bids through modes other than ASBA process (other than Bids submitted by Anchor Investors), it shall be solely responsible for any consequences arising as a result of accepting such Bid and for resolving any investor grievances arising as a result thereof;
(viii) it shall not register/register/ upload any Bid without first accepting the duly filled Bid cum Application Form in writing (including via facsimile), from the Bidder, whether in India or abroad; it shall be responsible for the completion and accuracy of all details (including the correct UPI ID for Bids by UPI Bidders) to be entered into the electronic bidding system of the Stock Exchanges based on the filled in Bid cum Application Form received by it including the correct UPI ID of the UPI Bidders Bidder and, subject to Clause 2.42.3, shall be responsible for any default, mistake or error in the Bid details uploaded by it or subsequent corrections including the UPI related details (as applicable) if such default, mistake or error are solely attributable to it and in resolving investor grievances arising from such errors, if such errors are solely attributable to it; it shall ensure that the required documents are attached to the Bid cum Application Form prior to uploading any Bid including Bids by UPI BiddersBid, and it shall ensure that such Bids and UPI IDs (as applicable) are uploaded on the electronic bidding systems of the Stock Exchanges on a regular basis during the Bid/ Offer Period in compliance with the SEBI ICDR Regulations and SEBI Process CircularRegulations, and within such time as permitted by the Stock Exchanges and the SEBI ICDR Regulations; it shall forward a schedule in the format prescribed under the UPI Circulars along with the Bid cum Application Form (carrying its identification markmark irrespective of the terminal from which the Bid has been uploaded), other than Bids by UPI Bidders under the UPI Mechanism, to the branch of the respective SCSBs for blocking of funds, within such time as permitted by the Stock Exchanges and Applicable Law or within such other timeline as prescribed under the UPI CircularsLaw;
(ixvii) it shall, after uploading the Bid, affix a stamp and shall give an acknowledgment, either by way of a counterfoil acknowledgment or specifying specify the application number to the Bidder as proof of having accepted the Bid cum Application Form in physical or electronic form, respectively, in accordance with Applicable Law. Further, it shall retain the physical Bid cum Application Forms submitted by UPI Bidders using UPI as a payment mechanism for a period of six (6) months or such other period as may be prescribed, and shall thereafter forward such forms to the Company / Company/ Registrar; and shall maintain electronic records related to electronic Bid cum Application Forms submitted by such UPI Bidders for a minimum period of three (3) years or such other period as may be prescribed under Applicable Law;
(xviii) it will enter each Bid option and UPI ID (if applicable) option into the electronic bidding system as a separate Bid within the timelines such time as may be prescribed by SEBI and generate a transaction registration slip an Acknowledgement Slip for each price and demand option and give such Acknowledgement Slip to the same Bidder. It shall also furnish an Acknowledgement Slip to the Bidder on request;
(xiix) it shall accept and upload Bids by ASBA Bidders only during the Bid/ Offer Period. In case of Anchor Investors, the BRLMs shall accept Bids only during the Anchor Investor Bid/ Offer Period as applicable and as specified in the Red ▇▇▇▇▇▇▇ Prospectus and in accordance with the Applicable LawsLaw. The Members of the Syndicate shall indicate any revision in Price Band or change in Bid/ Offer Period on the relevant website and the terminals of the Members of the Syndicate, pursuant to any public notice that may be released by the Company in this regard. In case of Anchor Investors, the Book Running Lead Managers shall accept Bids only on the Anchor Investor Bidding Date;
(x) it shall ensure that the “Do’s”, “Don’ts” and “Grounds for Technical Rejection” specified in the Red ▇▇▇▇▇▇▇ Prospectus and Preliminary Offering Memorandum are addressed in any Bid cum Application Forms collected by them;
(xi) in accordance with the SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, no bid made using UPI shall be considered as valid unless the mandate request for the blocking of funds has been accepted and Bid amounts corresponding to the Bid have been blocked in the respective account of the Bidder;
(xii) at the end of each day during the Bid/ Offer Period, the demand for the Equity Shares (excluding the allocation made to the Anchor Investors during on the Anchor Investor Bid/ Offer PeriodBidding Date) and the Bid prices shall be displayed on an online graphical display at its Bidding terminals, for information to the public;
(xiii) it agrees that Anchor Investors shall upload/upload/ submit their Bids only through the BRLMs or Book Running Lead Managers at their Affiliatesselect offices. No other Member of the Syndicate shall solicit orders or collect Bids from any Anchor Investors. It agrees that the Members of the Syndicate (only in the Specified Locations) have the right to accept or reject Bids by QIBs (other than Anchor Investors). Further, Bids from QIBs can also be rejected, rejected by the Company Company, in consultation with the BRLMs, BRLMs on technical grounds or such grounds as described in the Offer Documents, in compliance with Applicable Law. Bids from Non-Institutional Bidders, Bidders and Retail Individual Bidders and UPI Bidders can be rejected on technical grounds only as described in the Offer Documents, in compliance with Applicable Lawonly. It shall not accept any Bids (other than from Anchor Investors and Bids using the UPI mechanism)that Investors) that are not made through the ASBA process and shall be treated as invalid and liable to be rejectedprocess. UPI Bidders using UPI Mechanismmechanism, may also submit their ASBA Forms with the Registered Brokers, RTA or CDPs or Depository Participants;
(xiv) no Member of the Syndicate shall accept any Bids from any Overseas Corporate Body;
(xv) it shall procure ASBA Forms from Syndicate ASBA Bidders only at the Specified Locations;
(xvi) it shall ensure the availability of adequate infrastructure and other facilities for Biddingfacilities, and that including at least one of the members of the Syndicate shall be present at the Specified Locations so that there is least one electronically linked computer terminal, terminal at all the Specified Locations is available for the purpose of Bidding and for data entry of the Bids in a timely manner at all the Specified Locationsmanner;
(xvii) except in relation to the Bids received from Anchor Investors, Bids and any revisions in Bids will be accepted only between 10.00 10:00 a.m. IST and 5.00 5:00 p.m. (Indian Standard Time) during ISTduring the Bid/ Offer Period at the Specified Locations (except on the Bid/ Offer Closing Date, which for QIBs may be one Working Day prior to the Bid/ Offer Closing Date for other categories of Bidders). On the Bid/ Offer Closing Date, Bids and any revisions in Bids will only be accepted between 10.00 10:00 a.m. (Indian Standard Time) IST and 3.00 3:00 p.m. (Indian Standard Time). On the Bid/ Offer Closing Date Bids shall be IST and uploaded until (i) 4.00 4:00 p.m. (Indian Standard Time) IST in case of Bids by QIBs and Non-Institutional InvestorsBidders; and (ii) until 5.00 5:00 p.m. (Indian Standard Time) IST or such extended time as permitted by the Stock Exchanges, in case of Bids by Retail Individual Bidders after taking into account the total number of applications received up to the closure of timings and reported by the BRLMs to the Stock Exchanges. Bids will be accepted only on Working Days. UPI Bidders.The Company, in consultation with the Book Running Lead Managers Manager, may consider closing the Bid / Bid/ Offer Period for QIBs one day prior to the Bid / Bid/ Offer Closing Date in accordance with the SEBI ICDR Regulations. Bids will be accepted only on Working Days. Any revision in the uploading time instructed by the Stock Exchanges shall be communicated to the Sub-Syndicate Members who in turn shall communicate such revision to their agents. It is clarified that Bids not uploaded on the electronic bidding system would be considered rejected. Such Bids that cannot be uploaded on the electronic bidding system will not be considered for allocation in the Offer. Bids by ASBA Bidders shall be uploaded in the electronic system to be provided by the Stock Exchanges by for the Designated Intermediaries Intermediaries; in case of any discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical or electronic ASBA Form, for a particular Bidder, the details of the Bid file received from Stock Exchanges may be taken as final data for the purposes of Allotment;.
(xviii) it shall ensure that its Sub-Syndicate Members shall, as applicable and in accordance with the UPI Circulars, enter the following details of an ASBA Bidder who submits an ASBA Bid at the Specified Locations in the electronic bidding system: (a) symbol; (b) intermediary code; (c) intermediary name; (d) location code; (e) name of the bidder; (f) name of the bank; (g) bank code; (h) category – individual, corporate, QIB, eligible NRI, etc.; (i) PAN (of the sole/first Bidder); (j) number of Equity Shares Bid for; (k) price per Equity Share; (l) Bid cum Application Form number; (m) DP ID and Client ID; (n) quantityUPI ID; (o) amountquantity; (p) amount; (q) order number; and (qr) depository of the beneficiary account of the Bidder; and (r) UPI ID. For Anchor Investors, the BRLMs shall enter details of the respective Anchor Investor Bid Amount as well as the payment reference;
(xix) it and its Sub-Syndicate Members, if any, shall undertake necessary modifications of select fields in the Bid detailsdetails including UPI ID (as applicable), already uploaded by it during the Bid/Bid/ Offer Period, Period and up to the permissible time on the Working Day following the Bid/ Offer Closing Date in terms of and in compliance with Applicable Law, including the UPI Circulars and Circulars. It shall also be responsible for providing necessary guidance to UPI Bidders for using the Exchange CircularsUPI Mechanism;
(xx) it shall provide the identification numbers (terminal IDs) of all Specified Locations its Bidding Centers and those of its Sub-Syndicate Members, if any, to the Registrar to the Offer together with such other information that may be necessary to enable the Registrar to the Offer to keep a record of the bidding at each such bidding center Bidding Centre at the end of each day during the Bid/ Offer Period;
(xxi) it shall register and upload the Bids received by it and its Sub-Syndicate Members, onto the electronic bidding system as soon as practicable on the same Working Day on which the Bids are received (subject to the Stock Exchanges permitting such upload on the same Working Day). The BRLMs will instruct the Anchor Investors to deposit their Bid Amounts into the Escrow Accounts of the Company maintained with the designated Escrow Collection Banks for Anchor Investors, on the same day on which the Bid was received or any other period as agreed with the BRLMs Book Running Lead Managers in consultation with the Registrar to the Offer within the time period prescribed under the SEBI ICDR Regulations and other Applicable Law, and for the remaining Bid Amount (in cases where the Anchor Investor Allocation Price is lower than the Offer Price), on or prior to the Anchor Investor Pay-in Date; and it acknowledges that if the relevant Bid Amounts are not deposited within the time period stipulated herein, then such Bids are liable to be rejected. It does not comply with its obligations, within the time period stipulated herein, the relevant Escrow Collection Banks or SCSB, as the case may be, on the advice of the Registrar and/or the BRLMs, may not accept the relevant Bid Amounts and the Bid cum Application Forms;
(xxii) it shall not collect or deposit payment instruments drawn in favour of the Members Company or any other party or account, other than in favour of the designated Escrow Accounts as specified in the Bid cum Application Form, the Red ▇▇▇▇▇▇▇ Prospectus and the Preliminary Offering Memorandum; and with respect to Bids by the Syndicate ASBA Bidders who have chosen a non-UPI payment mechanism, it shall not accept any ASBA Form without satisfying itself that the SCSB where the ASBA Account is maintained, as specified in the ASBA Form, has named at least one Designated Branch in that Specified Location in which the Member of the Syndicate or any of their its Sub-Syndicate Members is accepting the ASBA Form or in case the Syndicate ASBA Bidder has chosen UPI as the mode of payment, the ASBA Form contains the UPI ID for such Bidder linked to a bank account of an SCSB notified by the SEBI which is live on UPI 2.0.;
(xxiii) in relation to the Bids procured from Anchor Investors, the BRLMs shall enter details of be responsible for providing a Bidder schedule (including application number, payment instrument number/ RTGS / NEFT/ UTR control number and Bid Amount paid by Anchor Investors) to the Escrow Collection Bank on the Anchor Investor Bidding Date or any other period as agreed among the Book Running Lead Managers in consultation with the electronic bidding system Registrar to the Offer;
(xxiv) as specified in the Red ▇▇▇▇▇▇▇ Prospectus, the Preliminary Offering Memorandum, Memorandum and the SEBI ICDR Regulations Regulations, the Members of the Syndicate or any of their Sub-Syndicate Members (which are entities otherwise eligible to act as a syndicate members and any circular issued by have a valid SEBI registration certificate) shall enter the SEBI from time to timedetails of a Bidder, including UPI ID, if applicable, in the electronic bidding system;
(xxiiixxv) it shall ensure that all records of the Bids including the ASBA Forms (submitted by the Syndicate ASBA Bidders), together with supporting documents, are maintained and forwarded to the SCSBs, except in relation to Bids from UPI Bidders, within the time periods specified by the Stock Exchanges or the SEBI ICDR Regulations, the SEBI Process Circulars or UPI Circulars;
(xxivxxvi) except for UPI Bidders, it shall ensure that it has affixed its stamp on in the main body of each Bid cum Application Form forwarded by it to the SCSBs or Escrow Collection Banks or (other than UPI Bidders bidding in the RegistrarOffer) under “Brokers/ SCSB/ RTA/ CDP Branch’s Stamp”, as applicable, under “Broker’s/ SCSB Branch’s Stamp / RTA /CDP” (as applicable) as an acknowledgement of upload of the Bid in the electronic bidding system of the Stock Exchanges; . Bid cum Application Forms (except electronic Bid cum Application Forms) that do not bear such stamp stamps are liable to be rejected. It is however clarified that Bids by Anchor Investors do not get uploaded on electronic bidding system of the Stock Exchanges on the Anchor Investor Bidding Date;
(xxv) in relation to the Bids procured from Anchor Investors, the BRLMs shall be responsible for providing a schedule (including application number, payment instrument number/ RTGS / NEFT/ UTR control number and Bid Amount paid by Anchor Investors) to the Escrow Collection Bank during the Anchor Investor Bid/ Offer Period or any other period as agreed among the BRLMs in consultation with the Registrar to the Offer;
(xxvixxvii) it shall provide the Registrar to the Offer with a daily record, with a separate section for each of its bidding centers Bidding Centers and those of its Sub-Syndicate Members, details relating to the Bid cum Application Forms received from the Bidders, details regarding registration of the Bids Bids, and the Bid Amounts Amounts; (other than Bids collected by SCSBs, CDPs, RTAs and Registered Brokers). This record (except Bids by Anchor Investors, and Bids by UPI Bidders using the UPI mechanism) shall be made available to the Registrar no later than 5 p.m. IST on any given day;
(xxviii) it shall take all necessary steps and co-operate with the Escrow Collection Bank, or the Refund Bank, the Public Offer Bank, the Sponsor Banks and the Registrar to ensure that the Allotment of the Equity Shares and refund, if any, of any such amount collected on the Anchor Investor Bidding Date and the Anchor Investor Pay-in Date for Anchor Investor, if applicable, and any other post-Offer activities are completed within the time permissible under Applicable Lawperiod specified in the Red ▇▇▇▇▇▇▇ Prospectus, as agreed wthe Prospect
Appears in 1 contract
Sources: Syndicate Agreement
RESPONSIBILITIES OF THE MEMBERS OF THE SYNDICATE.
3.1 Each Member of The Parties acknowledge that pursuant to SEBI ICDR Regulations, the Syndicate herebySEBI Process Circulars and UPI Circulars, severally all Bidders (other than Anchor Investors) are required to mandatorily submit their Bids and not jointly, represents and warrants to the Company, each of the Selling Shareholders and to the other Parties, in relation to the Offer, that (a) it is an intermediary registered with SEBI and has a valid SEBI registration certificate for acting as a Member of the Syndicate (“Registration Certificate”) and has not been debarred or prohibited from acting as an intermediary by SEBI; and participate in the event of withdrawal or cancellation of their Registration Certificate, such Member of Offer through the ASBA process and all Syndicate shall promptly inform ASBA Bidders that are UPI Bidders are required to mandatorily Bid through the fact of such withdrawal or cancellation to other Parties; and (b) this Agreement has been duly authorized, executed and delivered by it, and is a valid and legally binding obligation of such Member of the Syndicate in accordance with the terms of this AgreementUPI Mechanism.
3.2 Subject to Clauses 3.3, 3.4 and 3.5 below, each of the Members member of the Syndicate shall have the following responsibilities and obligations in relation to the Offer, and each Member member of the Syndicate hereby severally (and not jointly, or jointly and severally) represents, warrants, agrees, covenants covenants, and undertakes to the Company, the Selling Shareholders and to the other Members members of the Syndicate on behalf of itself, and to the extent relevant, its respective Sub-Syndicate Members thatMembers:
(i) it, or the respective Sub-Syndicate Member Members appointed by it, shall be responsible for collection of Bids (including Bids using the UPI Mechanism) from the Syndicate ASBA Bidders bidding through any Member of the Syndicate or their respective Sub-Syndicate Members (other than Bids submitted by the ASBA Bidders directly submitted to the SCSBs an SCSB or Bids collected by Registered Brokers at or RTAs or CDPs) and the Broker Centres, CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations or the Bids submitted by BRLMs shall be responsible for instructing the Anchor Investors to deposit the BRLMs), only at Bid Amount in the Specified Locations, as applicable, Escrow Account in the manner specified in this Agreement, the SEBI ICDR RegulationsRegulations and any other Applicable Law, the Offer DocumentsRed ▇▇▇▇▇▇▇ Prospectus, the terms of Prospectus, the Preliminary Offering Memorandum, the Offering Memorandum, Bid cum Application Form, other Applicable Laws Form and the Allotment Advice as applicable and instructions issued jointly by the BRLMs and the Registrar to the Offer. Provided however that in the event of any failure of Bids on account of any non-bidding, error, fraud or malpractice malpractices by the relevant SCSB with whom such Syndicate ASBA Bid was submitted, deposited or forwarded submitted for bidding and blocking by the Members of the SyndicateSCSB, the Member member of the Syndicate shall not be liable and the relevant SCSB shall be responsible for the sameliable;
(ii) it shall follow all instructions issued by the BRLMs and the Registrar to the Offer, in accordance with Applicable Law and this Agreement, in dealing with the Bid cum Application Forms including with respect to (a) the Bids submitted by QIBs (including Anchor Investors which shall be in accordance with Clause 3.5 below) and (b) the Bids submitted through their respective Sub-Syndicate Members, as applicable, at Specified Locations;
(iii) all Bids (other than Bids by UPI Bidders) shall be submitted to an SCSB for uploading and blocking of the funds and uploading on the electronic bidding platform of the Stock Exchanges;
(iv) any Bids submitted by the Syndicate/ their respective Sub-Syndicate Members to an SCSB shall be made on a special Bid cum Application Form and the heading/ watermark “Syndicate ASBA” must be used by the Syndicate/ Sub-Syndicate Member Members along with the SM Code and Broker Code mentioned on such special Bid cum Application Form to be eligible for brokerage on Allotment. However, any such special Bid cum Application Forms used for Bids by UPI Bidders shall not be eligible for brokerage;
(viii) it agrees shall follow all instructions issued by the BRLMs and acknowledges that the Registrar in dealing with the Bid cum Application Forms (including with respect to Bids by the Syndicate ASBA Bidders and the Anchor Investors) procured by it or its respective Sub-Syndicate Members, if any, at Specified Locations. Bids through any other modes by any Bidder (except Bids by Anchor Investors which shall only be submitted at the select offices of the BRLMs and shall not be collected by the Syndicate Members;
(vi) it shall procure Bid cum Application Forms from ASBA Bidders bidding through any Member of the Syndicate or their respective Sub-Syndicate Members, as applicable, only at the Specified Locations;
(vii) it shall accept Bids from Bidders (other than Anchor Investors) only through ASBA process in terms of the SEBI Process Circulars. Bids through any other modes (other than Bids submitted by Anchor InvestorsBRLMs) shall be treated as invalid and be rejected. If it accepts any Bids through modes other than ASBA process (other than Bids submitted by Anchor Investors), it shall be solely responsible for any consequences arising as a result of accepting such Bid and for resolving any investor grievances arising as a result thereof;
(viiiiv) it shall not register/upload any Bid without first accepting the duly filled the Bid cum Application Form in writing (including via facsimile), electronic means) from the Bidder, whether in India or abroad; ;
(v) it shall be responsible for the completion and accuracy of all details (including the correct UPI ID for Bids by UPI Bidders) to be entered into the online electronic bidding system of the Stock Exchanges based on the filled in Bid cum Application Form received by it including the correct UPI ID of the UPI Bidders relevant Bidder (as applicable) and, subject to Clause 2.42.3, shall be responsible for any default, mistake or error in the Bid details uploaded by it or subsequent corrections including the UPI related details (as applicable) if such default, mistake or error are solely attributable to it and in resolving investor grievances arising from such errors, if such errors are solely attributable to it; ;
(vi) it shall ensure that the required documents are attached to the Bid cum Application Form prior to uploading uploading/ submitting any Bid including Bids by UPI BiddersBid, shall ensure the completion and accuracy of the required documents, and it shall ensure that such Bids and UPI IDs (as applicable) are uploaded on the electronic bidding systems of the Stock Exchanges on a regular basis during the Bid/ Offer Period in compliance with the SEBI ICDR Regulations and SEBI Process CircularRegulations, and within such time as permitted by the Stock Exchanges and the SEBI ICDR Regulations; ;
(vii) it shall forward a schedule in the format prescribed under the UPI Circulars (containing certain information, including the application number and the amount) along with the Bid cum Application Form (carrying its identification mark), other than Bids by UPI Bidders under the UPI Mechanism, to the branch of the respective SCSBs for bidding and blocking of funds, within such time as permitted by the Stock Exchanges and Applicable Law or within such other timeline as prescribed under Law.
(viii) it shall be responsible for uploading the correct UPI ID based on the ASBA Form received into the electronic bidding system of the Stock Exchanges for UPI Bidders , before the Bid/Offer Closing Date, and it shall be responsible for any error in the UPI Circularsdetails uploaded by it;
(ix) it shall, after uploading the Bid, affix a stamp and give an acknowledgment, either by way of a counterfoil or specifying the application number to the Bidder as proof of having accepted the Bid cum Application Form in physical or electronic form, respectively, in accordance with Applicable Law. Further, it shall retain the physical Bid cum Application Forms submitted by UPI Bidders using UPI as a payment mechanism for a period of six months or such other period as may be prescribed, and shall thereafter forward such forms to the Company / Registrar; and shall maintain electronic records related to electronic Bid cum Application Forms submitted by such UPI Bidders for a minimum period of three years or such other period as may be prescribed under Applicable Law;
(x) it will enter each Bid option and UPI ID (if applicable) option into the electronic bidding system as a separate Bid within the timelines time prescribed by the SEBI and generate a transaction registration slip an Acknowledgement Slip for each price and demand option and give the same furnish an Acknowledgement Slip to the Bidder on Bidder, including upon request;
(xix) it shall accept and upload Bids by ASBA Bidders only during the Bid/ Bid/Offer Period. The members of the Syndicate shall indicate any revision in Price Band or change in Bid/Offer Period on the relevant website and the terminals of the members of the Syndicate, pursuant to any public notice that may be released by the Company in this regard. In case of Anchor Investors, the BRLMs shall accept Bids only during on the Anchor Investor Bid/ Offer Period as applicable and as specified in the Red ▇▇▇▇▇▇▇ Prospectus and in accordance with the Applicable LawsBidding Date;
(xiixi) at the end of each day during the Bid/ Bid/Offer Period, the demand for the Equity Shares (excluding the allocation made to the Anchor Investors during on the Anchor Investor Bid/ Offer PeriodBidding Date) and the Bid prices shall be displayed on an online graphical display at its Bidding terminals, for information to the public;
(xiiixii) it agrees that Anchor Investors shall upload/submit their Bids only through the BRLMs or their Affiliates. No other Member of the Syndicate shall solicit orders or collect Bids from any Anchor Investors. It agrees that the Members members of the Syndicate (only in the Specified Locations) have the right to accept or reject Bids by QIBs (other than Anchor Investors). Further, Bids from QIBs can also be rejected, rejected by the Company Company, in consultation with the BRLMs, BRLMs on technical grounds or such grounds as described in the Offer Documents, in compliance with Applicable Law. Bids from Non-Institutional Bidders, Investors and Retail Individual Bidders and UPI Bidders Investors can be rejected on technical grounds only as described in the Offer Documents, in compliance with Applicable Lawonly. It shall not accept any Bids (other than from Anchor Investors and Bids using the UPI mechanism)that Investors) that are not made through the ASBA process and shall be treated as invalid and liable to be rejectedprocess. UPI Bidders using UPI Mechanismmechanism, may also submit their ASBA Forms with the Registered Brokers, RTA or Depository Participants, SCSBs, CDPs or Syndicate Member (or Sub-Syndicate Members);
(xivxiii) no Member member of the Syndicate shall accept any Bids from any Overseas Corporate Body;
(xvxiv) it shall procure ASBA Forms from Syndicate ASBA Bidders only at the Specified Locations;
(xvixv) it shall ensure the availability of adequate infrastructure and other facilities for Bidding, and that including at least one of the members of the Syndicate shall be present at the Specified Locations so that there is least one electronically linked computer terminal, terminal at all the Specified Locations is available for the purpose of Bidding and for data entry of the Bids in a timely manner at all the Specified Locationsmanner;
(xviixvi) except in relation to the Bids received from Anchor Investors, Bids and any revisions in Bids will be accepted only between 10.00 10:00 a.m. IST and 5.00 5:00 p.m. (Indian Standard Time) IST during the Bid/ Bid/Offer Period (except on the Bid/Offer Closing Date) at the Specified Locations (except on Bid/ Offer Closing Date, which for QIBs may be one Working Day prior to the Bid/ Offer Closing Date for other categories of Bidders)Locations. On the Bid/ Bid/Offer Closing Date, Bids and any revisions in Bids will only be accepted between 10.00 10:00 a.m. (Indian Standard Time) IST and 3.00 3:00 p.m. (Indian Standard Time). On the Bid/ Offer Closing Date Bids shall be IST and uploaded until (i) 4.00 4:00 p.m. (Indian Standard Time) IST in case of Bids by QIBs and Non-Non- Institutional Investors; and (ii) until 5.00 5:00 p.m. (Indian Standard Time) or such extended time as permitted by the Stock Exchanges, in case of Bids by Retail Individual Bidders after taking into account the total number of applications received up to the closure of timings and reported by the BRLMs to the Stock Exchanges. Bids will be accepted only on Working DaysIST. The CompanyCompany may, in consultation with the Book Running Lead Managers may BRLMs, consider closing the Bid / Offer Period for QIBs one day prior to the Bid / Offer Closing Date in accordance with the SEBI ICDR Regulations. Bids will be accepted only on Working Days. Any revision in the uploading time instructed by the Stock Exchanges shall be communicated to the Sub-Syndicate Members who in turn shall communicate such revision to their agents. It is clarified that Bids not uploaded on the electronic bidding system would be considered rejected. Bids by ASBA Bidders shall be uploaded in the electronic system to be provided by the Stock Exchanges by for the Designated Intermediaries Intermediaries; in case of any discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical or electronic ASBA Form, for a particular Bidder, the details of the Bid file received from Stock Exchanges may be taken as final data for the purposes of Allotment;.
(xviiixvii) it It shall ensure that its Sub-Syndicate Members shall, as applicable and in accordance with the UPI Circulars, enter the following details of an ASBA Bidder who submits an ASBA Bid at the Specified Locations in the electronic bidding system: (a) symbol; (b) intermediary code; (c) intermediary name; (d) location code; (e) name of the bidder; (f) name of the bank; (g) bank code; (h) category – individual, corporate, QIB, eligible Eligible NRI, etc.; (i) PAN (of the sole/first Bidder); (j) number of Equity Shares Bid for; (k) price per Equity Share; (l) Bid cum Application Form number; (m) DP ID, UPI ID and Client ID; (n) quantity; (o) amount; (p) order number; and (q) depository of the beneficiary account of the Bidder; and (r) UPI ID. For Anchor Investors, the BRLMs shall enter details of the respective Anchor Investor Bid Amount as well as the payment reference;
(xixxviii) it and its Sub-Syndicate Members, if any, shall undertake necessary modifications of select fields in the Bid detailsdetails including UPI ID (as applicable), already uploaded by it during the Bid/Offer Period, Period and up to the permissible time in terms of and in compliance with Applicable Law, including the UPI Circulars and the Exchange Circulars. It shall also be responsible for providing necessary guidance to UPI Bidders;
(xxxix) it shall provide the identification numbers (terminal IDs) of all Specified Locations its Bidding Centres and those of its Sub-Syndicate Members, if any, to the Registrar to the Offer together with such other information that may be necessary to enable the Registrar to the Offer to keep a record of the bidding at each such bidding center Bidding Centre at the end of each day during the Bid/ Bid/Offer Period;
(xxixx) it shall register and upload the Bids received by it and its Sub-Syndicate Members, onto on to the electronic bidding system as soon as practicable on the same Working Day on which the Bids are received (subject to the Stock Exchanges permitting such upload on the same Working Day). The BRLMs will instruct the Anchor Investors to deposit their Bid Amounts into the Escrow Accounts of the Company maintained with the designated Escrow Collection Banks for Anchor Investors, on the same day on which the Bid was received or any other period as agreed with the BRLMs in consultation with the Registrar to the Offer within the time period prescribed under the SEBI ICDR Regulations and other Applicable Law, and for the remaining Bid Amount (in cases where the Anchor Investor Allocation Price is lower than the Offer Price), on or prior to the Anchor Investor Pay-in Date; and it acknowledges that if the relevant Bid Amounts are not deposited within the time period stipulated herein, then such Bids are liable to be rejected. If such Anchor Investor does not comply with its obligations, within the time period stipulated herein, the relevant Escrow Collection Bank(s) or SCSBs, as the case may be, on the advice of the Registrar and/or the BRLMs, may not accept the relevant Bid Amounts and the Bid cum Application Forms;
(xxi) it shall not collect or deposit payment instruments drawn in favor of the Company or any other party or account, other than in favor of the designated Escrow Accounts as specified in the Bid cum Application Form, the Red ▇▇▇▇▇▇▇ Prospectus and the Preliminary Offering Memorandum; and with respect to Bids by the Syndicate ASBA Bidders who have chosen a non-UPI payment mechanism, it shall not accept any ASBA Form without satisfying itself that the SCSB where the ASBA Account is maintained, as specified in the ASBA Form, has named at least one Designated Branch in that Specified Location in which member of the Syndicate or its Sub-Syndicate Members is accepting the ASBA Form or in case the Syndicate ASBA Bidder has chosen UPI as the mode of payment, the ASBA Form contains the UPI ID for such Bidder linked to a bank account of an SCSB notified by the SEBI which is live on UPI 2.0.;
(xxii) the Members of the Syndicate or any of their Sub-Syndicate Members shall enter details of a Bidder in the electronic bidding system as specified in the Red ▇▇▇▇▇▇▇ Prospectus, the Preliminary Offering Memorandum, Memorandum and the SEBI ICDR Regulations and Regulations, the members of the Syndicate or any circular issued by of their Sub-Syndicate Members shall enter the SEBI from time to timedetails of a Bidder, including UPI ID, if applicable, in the electronic bidding system;
(xxiii) it shall ensure that all records of the Bids including the ASBA Forms (submitted by the Syndicate ASBA Bidders), together with supporting documents, are maintained and forwarded to the SCSBsSCSBs for bidding and blocking, except in relation to Bids from UPI Bidders, within the time periods specified by the Stock Exchanges or the SEBI ICDR Regulations, the SEBI Process Circulars or UPI Circulars;
(xxiv) except for UPI Biddersit acknowledges that Bids by Anchor Investors do not get uploaded on the electronic bidding system of the Stock Exchanges on the Anchor Investor Bidding Date. Further, it shall ensure that it has affixed its stamp on in the main body of each Bid cum Application Form (except for Bids submitted by UPI Bidders) forwarded by it to SCSBs or Escrow Collection Banks or the Registrar, as applicable, under “Broker’s/ SCSB Branch’s Stamp / RTA /CDP” (as applicable) as an acknowledgement of upload of the Bid in the electronic bidding system of the Stock Exchanges; . Bid cum Application Forms (except electronic Bid cum Application Forms) that do not bear such stamp stamps are liable to be rejected. It is however clarified that Bids by Anchor Investors do not get uploaded on electronic bidding system of the Stock Exchanges on the Anchor Investor Bidding Date;
(xxv) in relation to the Bids procured from Anchor Investors, the BRLMs shall be responsible for providing a schedule (including application number, payment instrument number/ RTGS / NEFT/ UTR control number and Bid Amount paid by Anchor Investors) to the Escrow Collection Bank during the Anchor Investor Bid/ Offer Period or any other period as agreed among the BRLMs in consultation with the Registrar to the Offer;
(xxvi) it shall provide the Registrar to the Offer with a daily record, with a separate section for each of its bidding centers Bidding Centers and those of its Sub-Syndicate Members, details relating to the Bid cum Application Forms received from the Bidders, details regarding registration of the Bids Bids, and the Bid Amounts Amounts; (other than Bids collected by SCSBs, CDPs, RTAs and Registered Brokers). This record (except Bids by Anchor Investors, and Bids by UPI Bidders using the UPI mechanismBidders) shall be made available to the Registrar no later than 5 5:00 p.m. IST on any given day;
(xxvi) it shall take all necessary steps and co-operate with the other intermediaries to the Offer, including the Escrow Collection Bank, the Refund Bank, the Public Offer Bank, the Sponsor Bank and the Registrar to ensure that the Allotment of the Equity Shares and refund, if any, of any amount collected on the Anchor Investor Bidding Date and the Pay- in Date for Anchor Investor, if applicable, and any other post-Offer activities are completed within the time period specified in the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus, the Preliminary Offering Memorandum, the Offering Memorandum and the SEBI ICDR Regulations;
(xxvii) it shall be responsible for collection of the ASBA Forms and other documents attached to the ASBA Forms from Syndicate ASBA Bidders at the Specified Locations and deposit such ASBA Forms (with relevant schedules) with the relevant branch of the SCSB (except UPI Bidders) where the ASBA Account, as specified in the ASBA Form, is maintained and named by such SCSB to accept such ASBA Form, no later than the period as agreed with the BRLMs, in consultation with the Registrar to the Offer or any such time permissible required under Applicable Law, provided that in respect of ASBA Forms submitted by UPI Bidders, there will be no physical movement of the ASBA Forms to the SCSBs in accordance with the UPI Circulars. The members of the Syndicate acknowledge that if they do not comply with their obligations, within the time period stipulated herein, the relevant SCSB, on the advice of the Registrar to the Offer and the other members of the Syndicate, may not accept the ASBA Form;
(xxviii) it shall be bound by and shall follow the operational instructions relating to the method and manner of the Offer process as agreed wprescribed in this Agreement, the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus, the Preliminary Offering Memorandum, the Offering Memorandum, the SEBI ICDR Regulations, the SEBI Process Circulars, Applicable Law and any guidance or instructions issued by the BRLMs and/or the Registrar to the Offer, in relation to the Bids submitted by the Bidders, including Syndicate ASBA Bidders;
(xxix) it shall be bound by, and shall comply with all Appl
Appears in 1 contract
Sources: Syndicate Agreement
RESPONSIBILITIES OF THE MEMBERS OF THE SYNDICATE.
3.1 Each Member of The Parties acknowledge that pursuant to SEBI ICDR Regulations, the Syndicate herebySEBI Process Circulars and UPI Circulars, severally all ASBA Bidders are required to mandatorily submit their Bids and not jointly, represents and warrants to the Company, each of the Selling Shareholders and to the other Parties, in relation to the Offer, that (a) it is an intermediary registered with SEBI and has a valid SEBI registration certificate for acting as a Member of the Syndicate (“Registration Certificate”) and has not been debarred or prohibited from acting as an intermediary by SEBI; and participate in the event of withdrawal or cancellation of their Registration Certificate, such Member of Offer through the ASBA process and all Syndicate shall promptly inform ASBA Bidders that are UPI Bidders are required to mandatorily Bid through the fact of such withdrawal or cancellation to other Parties; and (b) this Agreement has been duly authorized, executed and delivered by it, and is a valid and legally binding obligation of such Member of the Syndicate in accordance with the terms of this AgreementUPI Mechanism.
3.2 Subject to Clauses 3.3, 3.4 and 3.5 below, each of the Members Member of the Syndicate shall have the following responsibilities and obligations in relation to the Offer, and each Member of the Syndicate hereby severally (and not jointly, or jointly and severally) represents, warrants, agrees, covenants covenants, and undertakes to the Company, each of the Selling Shareholders and Shareholders, to the other Members of the Syndicate on behalf of itself, and to the extent relevant, its respective Sub-Sub- Syndicate Members thatMembers:
(i) it, or the respective Sub-Syndicate Member Members appointed by it, shall be responsible for collection of Bids (including Bids using the UPI Mechanism) from the Syndicate ASBA Bidders bidding through any Member of the Syndicate or their respective Sub-Syndicate Members (other than Bids submitted by the ASBA Bidders directly submitted to the SCSBs an SCSB or Bids collected by Registered Brokers at or RTAs or CDPs) and only the Broker Centres, CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations or the Bids submitted by BRLMs shall be responsible for instructing the Anchor Investors to the BRLMs), only at the Specified Locations, as applicable, in the manner specified in this Agreement, the SEBI ICDR RegulationsRegulations and any other Applicable Law, the Offer DocumentsRed ▇▇▇▇▇▇▇ Prospectus, the terms of Prospectus, the Preliminary Offering Memorandum, the Offering Memorandum, Bid cum Application Form, other Applicable Laws Form and the Allotment Advice as applicable and instructions issued jointly by the BRLMs and the Registrar to the Offer. Provided that in the event of any failure of Bids on account of any non-bidding, error, fraud or malpractice by the relevant SCSB with whom such Syndicate ASBA Bid was submitted, deposited or forwarded by the Members of the Syndicate, the Member of the Syndicate shall not be liable and the relevant SCSB shall be responsible for the same;
(ii) it shall follow all instructions issued by the BRLMs and the Registrar to the Offer, in accordance with Applicable Law and this Agreement, in dealing with the Bid cum Application Forms including with respect to (a) the Bids submitted by QIBs (including Anchor Investors which shall be in accordance with Clause 3.5 below) and (b) the Bids submitted through their respective Sub-Syndicate Members, as applicable, at Specified Locations;
(iii) all Bids (other than Bids by UPI Bidders) shall be submitted to an SCSB for uploading and blocking of the funds and uploading on the electronic bidding platform of the Stock Exchanges;
(iv) any Bids submitted by the Syndicate/ their respective Sub-Syndicate Members to an SCSB shall be made on a special Bid cum Application Form and the heading/ watermark “Syndicate ASBA” must be used by the Syndicate/ Sub-Syndicate Member Members along with the SM Code syndicate member code and Broker Code broker code mentioned on such special Bid cum Application Form to be eligible for brokerage on Allotment. However, any such special Bid cum Application Forms used for Bids by UPI Bidders shall not be eligible for brokerage;
(viii) it agrees shall follow all instructions issued by the BRLMs and acknowledges that the Registrar in dealing with the Bid cum Application Forms (including with respect to Bids by the Syndicate ASBA Bidders and the Anchor Investors) procured by it or its respective Sub-Syndicate Members, if any, at Specified Locations. Bids through any other modes by any Bidder (except Bids by Anchor Investors which shall only be submitted at the select offices of the BRLMs and shall not be collected by the Syndicate Members;
(vi) it shall procure Bid cum Application Forms from ASBA Bidders bidding through any Member of the Syndicate or their respective Sub-Syndicate Members, as applicable, only at the Specified Locations;
(vii) it shall accept Bids from Bidders (other than Anchor Investors) only through ASBA process in terms of the SEBI Process Circulars. Bids through any other modes (other than Bids submitted by Anchor InvestorsBRLMs) shall be treated as invalid and be rejected. If rejected and it accepts any Bids through modes other than ASBA process (other than Bids submitted by Anchor Investors), it shall be solely responsible for any consequences arising will not accept Bid cum Application Forms from UPI Bidders that do not use UPI as a result of accepting such Bid and for resolving any investor grievances arising as a result thereofpayment mechanism in accordance with the UPI Mechanism under the UPI Circulars;
(viiiiv) it shall not register/upload any Bid without first accepting the duly filled Bid cum Application Form in writing (including via facsimile), from the Bidder, whether in India or abroad; ;
(v) it shall be responsible for the completion and accuracy of all details (including the correct UPI ID for Bids by UPI Bidders) to be entered into the electronic bidding system of the Stock Exchanges based on the filled in Bid cum Application Form received by it including the correct UPI ID of the UPI Bidders relevant Bidder (as applicable) and, subject to Clause 2.42.3, shall be responsible for any default, mistake or error in the Bid details uploaded by it or subsequent corrections including the UPI related details (as applicable) if such default, mistake or error are solely attributable to it and in resolving investor grievances arising from such errors, if such errors are solely attributable to it; ;
(vi) it shall ensure that the required documents are attached to the Bid cum Application Form prior to uploading uploading/ submitting any Bid including Bids by UPI BiddersBid, shall ensure the completion and accuracy of the required documents, and it shall ensure that such Bids and UPI IDs (as applicable) are uploaded on the electronic bidding systems of the Stock Exchanges on a regular basis during the Bid/ Offer Period in compliance with the SEBI ICDR Regulations and SEBI Process CircularRegulations, and within such time as permitted by the Stock Exchanges and the SEBI ICDR Regulations; ;
(vii) it shall forward a schedule in the format prescribed under the UPI Circulars (containing certain information, including the application number and the amount) along with the Bid cum Application Form (carrying its identification mark), other than Bids by UPI Bidders under the UPI Mechanism, to the branch of the respective SCSBs for bidding and blocking of funds, within such time as permitted by the Stock Exchanges and Applicable Law or within such other timeline as prescribed under the UPI Circulars;Law.
(ixviii) it shall, after uploading the Bid, shall affix a stamp and give an acknowledgment, acknowledgment either by way of a counterfoil or specifying specify the application number to the Bidder as proof of having accepted the Bid cum Application Form in physical or electronic form, respectively, in accordance with Applicable Law. Further, it shall retain the physical Bid cum Application Forms submitted by UPI Bidders using UPI as a payment mechanism Mechanism for a period of six months or such other period as may be prescribed, and shall thereafter forward such forms to the Company / Company/ Registrar; and shall maintain electronic records related to electronic Bid cum Application Forms submitted by such UPI Bidders for a minimum period of three years or such other period as may be prescribed under Applicable Law;
(xix) it will enter each Bid option and UPI ID (if applicable) option into the electronic bidding system as a separate Bid within the timelines such time as may be prescribed by SEBI and generate a transaction registration slip an Acknowledgement Slip for each price and demand option and give such Acknowledgement Slip to the same Bidder. It shall also furnish an Acknowledgement Slip to the Bidder on request;
(xix) it shall accept and upload Bids by ASBA Bidders only during the Bid/ Bid/Offer Period. The Members of the Syndicate shall indicate any revision in Price Band or change in Bid/Offer Period on the relevant website and the terminals of the Members of the Syndicate, pursuant to any public notice that may be released by the Company in this regard. In case of Anchor Investors, the BRLMs shall accept Bids only during on the Anchor Investor Bid/ Bid/Offer Period as applicable and as specified in the Red ▇▇▇▇▇▇▇ Prospectus and in accordance with the Applicable LawsDate;
(xiixi) at the end of each day during the Bid/ Bid/Offer Period, the demand for the Equity Shares (excluding the allocation made to the Anchor Investors during on the Anchor Investor Bid/ Bid/Offer PeriodDate) and the Bid prices shall be displayed on an online graphical display at its Bidding terminals, for information to the public;
(xiiixii) it agrees that Anchor Investors shall upload/submit their Bids only through the BRLMs or their Affiliates. No other Member of the Syndicate shall solicit orders or collect Bids from any Anchor Investors. It agrees that the Members of the Syndicate (only in the Specified Locations) have the right to accept or reject Bids by QIBs (other than Anchor Investors). Further, Bids from QIBs can also be rejected, rejected by the Company Company, in consultation with the BRLMs, BRLMs on technical grounds or such grounds as described in the Offer Documents, in compliance with Applicable Law. Bids from Non-Institutional Bidders, Bidders and Retail Individual Bidders and UPI Bidders can be rejected on technical grounds only as described in the Offer Documents, in compliance with Applicable Lawonly. It shall not accept any Bids (other than from Anchor Investors and Bids using the UPI mechanism)that Investors) that are not made through the ASBA process and shall be treated as invalid and liable to be rejectedprocess. UPI Bidders using UPI Mechanismmechanism, may also submit their ASBA Forms with the Registered Brokers, RTA or Depository Participants, SCSBs, CDPs or Syndicate Member (or Sub-Syndicate Members);
(xivxiii) no Member member of the Syndicate shall accept any Bids from any Overseas Corporate Body;
(xvxiv) it shall procure ASBA Forms from Syndicate ASBA Bidders only at the Specified Locations;
(xvixv) it shall ensure the availability of adequate infrastructure and other facilities for Bidding, and that including at least one of the members of the Syndicate shall be present at the Specified Locations so that there is least one electronically linked computer terminal, terminal at all the Specified Locations is available for the purpose of Bidding and for data entry of the Bids in a timely manner at all the Specified Locationsmanner;
(xviixvi) except in relation to the Bids received from Anchor Investors, Bids and any revisions in Bids will be accepted only between 10.00 10:00 a.m. IST and 5.00 5:00 p.m. (Indian Standard Time) IST during the Bid/ Bid/Offer Period (except on the Bid/Offer Closing Date) at the Specified Locations (except on Bid/ Offer Closing Date, which for QIBs may be one Working Day prior to the Bid/ Offer Closing Date for other categories of Bidders)Locations. On the Bid/ Bid/Offer Closing Date, Bids and any revisions in Bids will only be accepted between 10.00 10:00 a.m. (Indian Standard Time) IST and 3.00 3:00 p.m. (Indian Standard Time). On the Bid/ Offer Closing Date Bids shall be IST and uploaded until (i) 4.00 4:00 p.m. (Indian Standard Time) IST in case of Bids by QIBs and Non-Institutional InvestorsBidders; and (ii) until 5.00 5:00 p.m. (Indian Standard Time) IST or such extended time as permitted by the Stock Exchanges, in case of Bids by Retail Individual Bidders UPI Bidders, after taking into account the total number of applications received up to the closure of timings and reported by the BRLMs to the Stock Exchanges. Bids will be accepted only on Working Days. The CompanyCompany may, in consultation with the Book Running Lead Managers may BRLMs, consider closing the Bid / Offer Period for QIBs one day prior to the Bid / Offer Closing Date in accordance with the SEBI ICDR Regulations. Bids will be accepted only on Working Days. Any revision in the uploading time instructed by the Stock Exchanges shall be communicated to the Sub-Syndicate Members who in turn shall communicate such revision to their agents. It is clarified that Bids not uploaded on the electronic bidding system would be considered rejected. Bids by ASBA Bidders shall be uploaded in the electronic system to be provided by the Stock Exchanges by for the Designated Intermediaries Intermediaries; in case of any discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical or electronic ASBA Form, for a particular Bidder, the details of the Bid file received from Stock Exchanges may be taken as final data for the purposes of Allotment;.
(xviiixvii) it shall ensure that its Sub-Syndicate Members shall, as applicable and in accordance with the UPI Circulars, enter the following details of an ASBA Bidder who submits an ASBA Bid at the Specified Locations in the electronic bidding system: (a) symbol; (b) intermediary code; (c) intermediary name; (d) location code; (e) name of the bidder; (f) name of the bank; (g) bank code; (h) category – individual, corporate, QIB, eligible Eligible NRI, etc.; (i) PAN (of the sole/first Bidder); (j) number of Equity Shares Bid for; (k) price per Equity Share; (l) Bid cum Application Form number; (m) DP ID and Client ID; (n) quantity; (o) amount; (p) order number; and (q) depository of the beneficiary account of the Bidder; and (r) UPI ID. For Anchor Investors, the BRLMs shall enter details of the respective Anchor Investor Bid Amount as well as the payment reference;
(xixxviii) it and its Sub-Syndicate Members, if any, shall undertake necessary modifications of select fields in the Bid detailsdetails including UPI ID (as applicable), already uploaded by it during the Bid/Offer Period, Period and up to the permissible time in terms of and in compliance with Applicable Law, including the UPI Circulars and Circulars. It shall also be responsible for providing necessary guidance to UPI Bidders for using the Exchange CircularsUPI Mechanism;
(xxxix) it shall provide the identification numbers (terminal IDs) of all Specified Locations its Bidding Centres and those of its Sub-Syndicate Members, if any, to the Registrar to the Offer together with such other information that may be necessary to enable the Registrar to the Offer to keep a record of the bidding at each such bidding center Bidding Centre at the end of each day during the Bid/ Bid/Offer Period;
(xxixx) it shall register and upload the Bids received by it and its Sub-Syndicate Members, onto the electronic bidding system as soon as practicable on the same Working Day on which the Bids are received (subject to the Stock Exchanges permitting such upload on the same Working Day). The BRLMs will instruct the Anchor Investors to shall deposit their Bid Amounts into the Escrow Accounts of the Company maintained with the designated Escrow Collection Banks for Anchor Investors, on the same day on which the Bid was received or any other period as agreed with the BRLMs in consultation with the Registrar to the Offer within the time period prescribed under the SEBI ICDR Regulations and other Applicable Law, and for the remaining Bid Amount (in cases where the Anchor Investor Allocation Price is lower than the Offer Price), on or prior to the Anchor Investor Pay-in Date; and it acknowledges that if the relevant Bid Amounts are not deposited within the time period stipulated herein, then such Bids are liable to be rejected. It does not comply with its obligations, within the time period stipulated herein, the relevant Escrow Collection Bank(s) or SCSBs, as the case may be, on the advice of the Registrar and/or the BRLMs, may not accept the relevant Bid Amounts and the Bid cum Application Forms;
(xxi) it shall not collect or deposit payment instruments drawn in favor of the Company or any other party or account, other than in favor of the designated Escrow Accounts as specified in the Bid cum Application Form, the Red ▇▇▇▇▇▇▇ Prospectus and the Preliminary Offering Memorandum; and with respect to Bids by the Syndicate ASBA Bidders who have chosen a non-UPI payment mechanism, it shall not accept any ASBA Form without satisfying itself that the SCSB where the ASBA Account is maintained, as specified in the ASBA Form, has named at least one Designated Branch in that Specified Location in which member of the Syndicate or its Sub-Syndicate Members is accepting the ASBA Form or in case the Syndicate ASBA Bidder has chosen UPI as the mode of payment, the ASBA Form contains the UPI ID for such Bidder linked to a bank account of an SCSB notified by the SEBI which is live on UPI 2.0.;
(xxii) the Members of the Syndicate or any of their Sub-Syndicate Members shall enter details of a Bidder in the electronic bidding system as specified in the Red ▇▇▇▇▇▇▇ Prospectus, the Preliminary Offering Memorandum, Memorandum and the SEBI ICDR Regulations and Regulations, the Members of the Syndicate or any circular issued by of their Sub-Syndicate Members shall enter the SEBI from time to timedetails of a Bidder, including UPI ID, if applicable, in the electronic bidding system;
(xxiii) it shall ensure that all records of the Bids including the ASBA Forms (submitted by the Syndicate ASBA Bidders), together with supporting documents, are maintained and forwarded to the SCSBsSCSBs for bidding and blocking, except in relation to Bids from UPI Bidders, within the time periods specified by the Stock Exchanges or the SEBI ICDR Regulations, the SEBI Process Circulars or UPI Circulars;
(xxiv) except for UPI Biddersit acknowledges that Bids by Anchor Investors do not get uploaded on the electronic bidding system of the Stock Exchanges on the Anchor Investor Bid/Offer Date. Further, it shall ensure that it has affixed its stamp on in the main body of each Bid cum Application Form forwarded submitted by it to SCSBs or Escrow Collection Banks or the Registrar, as applicable, under “Broker’s/ SCSB Branch’s Stamp / RTA /CDP” (as applicable) as an acknowledgement of upload of the Bid in the electronic bidding system of the Stock Exchanges; a Syndicate ASBA Bidder. Bid cum Application Forms (except electronic Bid cum Application Forms) that do not bear such stamp stamps are liable to be rejected. It is however clarified that Bids by Anchor Investors do not get uploaded on electronic bidding system of the Stock Exchanges on the Anchor Investor Bidding Date;
(xxv) in relation to the Bids procured from Anchor Investors, the BRLMs shall be responsible for providing a schedule (including application number, payment instrument number/ RTGS / NEFT/ UTR control number and Bid Amount paid by Anchor Investors) to the Escrow Collection Bank during the Anchor Investor Bid/ Offer Period or any other period as agreed among the BRLMs in consultation with the Registrar to the Offer;
(xxvi) it shall provide the Registrar to the Offer with a daily record, with a separate section for each of its bidding centers Bidding Centers and those of its Sub-Syndicate Members, details relating to the Bid cum Application Forms received from the Bidders, details regarding registration of the Bids Bids, and the Bid Amounts Amounts; (other than Bids collected by SCSBs, CDPs, RTAs and Registered Brokers). This record (except Bids by Anchor Investors, and Bids by UPI Bidders using the UPI mechanismMechanism) shall be made available to the Registrar no later than 5 5:00 p.m. IST on any given day;
(xxvi) it shall take all necessary steps and co-operate with the other intermediaries to the Offer, including the Escrow Collection Bank, the Refund Bank, the Public Offer Bank, the Sponsor Bank and the Registrar to ensure that the Allotment of the Equity Shares and refund, if any, of any amount collected on the Anchor Investor Bid/Offer Date and the Pay-in Date for Anchor Investor, if applicable, and any other post-Offer activities are completed within the time period specified in the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus, the Preliminary Offering Memorandum, the Offering Memorandum and the SEBI ICDR Regulations;
(xxvii) it shall be responsible for collection of the ASBA Forms and other documents attached to the ASBA Forms from Syndicate ASBA Bidders at the Specified Locations and deposit such ASBA Forms (with relevant schedules) with the relevant branch of the SCSB (except UPI Bidders) where the ASBA Account, as specified in the ASBA Form, is maintained and named by such SCSB to accept such ASBA Form, no later than the period as agreed with the BRLMs in consultation with the Registrar to the Offer or any such time permissible required under Applicable Law, provided that in respect of ASBA Forms submitted by UPI Bidders, there will be no physical movement of the ASBA Forms to the SCSBs in accordance with the UPI Circulars. The Members of the Syndicate acknowledge that if they do not comply with their obligations, within the time period stipulated herein, the relevant SCSB, on the advice of the Registrar to the Offer and the other Members of the Syndicate, may not accept the ASBA Form;
(xxviii) it shall be bound by and shall follow the operational instructions relating to the method and manner of the Offer process as agreed wprescribed in this Agreement, the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus, the Preliminary Offering Memorandum, the Offering Memorandum, the SEBI ICDR Regulations, the SEBI Process Circulars, Applicable Law and
Appears in 1 contract
Sources: Syndicate Agreement
RESPONSIBILITIES OF THE MEMBERS OF THE SYNDICATE. 3.1 The Parties acknowledge that pursuant to the SEBI ICDR Regulations and SEBI Process Circular, all ASBA Bidders are required to mandatorily submit their Bids and participate in the Offer through the ASBA process. Any RII whose Bid has not been considered for Allotment, due to failures on the part of the SCSB may seek redressal from the concerned SCSB within 3 (three) months of the listing date in accordance with the circular SEBI/HO/CFD/DIL2/CIR/P/2018/22 dated February 15, 2018.
3.1 3.2 Each Member member of the Syndicate hereby, severally and not jointly, represents and warrants to the Company, Company and each of the Selling Shareholders and to the other PartiesShareholders, in relation to the Offer, that Offer that: (a) it is an intermediary registered with SEBI and has a valid SEBI registration certificate for acting as a Member member of the Syndicate (“Registration Certificate”) and has not been debarred or prohibited from acting as an intermediary by SEBISyndicate; and in the event of withdrawal or cancellation of their Registration Certificate, such Member of the Syndicate shall promptly inform the fact of such withdrawal or cancellation to other Parties; and (b) this Agreement has been duly authorized, executed and delivered by it, and is a valid and legally binding obligation of such Member member of the Syndicate; and (c) it has not been debarred or prohibited from acting as an intermediary by SEBI or any other regulatory authority and in the event of withdrawal or cancellation of its registration, each member of the Syndicate in accordance with shall promptly inform the terms fact of this Agreementsuch withdrawal or cancellation to all other Parties.
3.2 3.3 Subject to Clauses 3.3, 3.4 and 3.5 below, each of the Members members of the Syndicate shall have the following responsibilities and obligations in relation to the Offer, Offer and each Member member of the Syndicate hereby severally (and not jointly, or jointly and severally) represents, warrants, agrees, covenants and undertakes to the Company, the Selling Shareholders and other Members members of the Syndicate on behalf of itself, and to the extent relevant, its respective Sub-Syndicate Members that:
(i) it, or the respective Sub-Syndicate Member appointed by it, shall be responsible for collection of Bids (including Bids using the UPI Mechanism) from the ASBA Bidders bidding through any Member member of the Syndicate or their respective Sub-Syndicate Members ((other than Bids directly submitted to the SCSBs or Bids collected by Registered Brokers at the Broker Centres, CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations or Locations), and only the BRLMs shall be responsible for the collection of Bids submitted by the Anchor Investors to deposit the BRLMs), only at Bid Amount in the Specified Locations, as applicable, Escrow Account in the manner specified in this Agreement, the SEBI ICDR RegulationsRegulations and any other Applicable Law, the Offer DocumentsRed ▇▇▇▇▇▇▇ Prospectus, the Prospectus, the Preliminary Offering Memorandum, the Final Offering Memorandum, the terms of the Bid cum Application Form, other Applicable Laws and instructions issued jointly by the BRLMs Form and the Registrar to the Offer. Provided that in the event of any failure of Bids on account of any non-biddingAllotment Advice, error, fraud or malpractice by the relevant SCSB with whom such Syndicate ASBA Bid was submitted, deposited or forwarded by the Members of the Syndicate, the Member of the Syndicate shall not be liable and the relevant SCSB shall be responsible for the sameas applicable;
(ii) it shall follow all instructions issued by the BRLMs and the Registrar to the Offer, in accordance with Applicable Law and this Agreement, in dealing with the Bid cum Application Forms including with respect to (a) the Bids submitted by QIBs (including Anchor Investors which shall be in accordance with Clause 3.5 below) and (b) the Bids submitted through their respective Sub-Syndicate Members, as applicable, at Specified Locations;
(iii) all Bids (other than Bids by UPI Bidders) shall be submitted to an SCSB for uploading and blocking of the funds and uploading on the electronic bidding platform of the Stock Exchanges;
(iv) any Bids submitted by the Syndicate/ their respective Sub-Syndicate Members to an SCSB shall be made on a special Bid cum Application Form and the heading/ watermark “Syndicate ASBA” must be used by the Syndicate/ Sub-Syndicate Member along with the SM Code and Broker Code mentioned on such special Bid cum Application Form to be eligible for brokerage on Allotment. However, any such special Bid cum Application Forms used for Bids by UPI Bidders shall not be eligible for brokerage;
(v) it agrees and acknowledges that the Bids by Anchor Investors shall be submitted at the select offices of the BRLMs and shall not be collected by the any Syndicate MembersMember;
(viiii) it shall procure follow all instructions issued by the BRLMs and the Registrar in dealing with the Bid cum Application Forms from ASBA Bidders bidding through including with respect to the Bids submitted to any Member member of the Syndicate or and their respective Sub-Syndicate Members, as applicable, only at the Specified Locations;
(viiiv) it shall accept Bids from ASBA Bidders (other than Anchor Investors) only through ASBA process in terms of the SEBI Process CircularsCircular only at the Specified Locations. Bids through any other modes by any Bidder (other than except Bids submitted by Anchor InvestorsInvestors which shall only be submitted at the select offices of the BRLMs) shall be treated as invalid and be rejected. If rejected and it accepts any Bids through modes other than ASBA process (other than Bids submitted by Anchor Investors), it shall be solely responsible for any consequences arising will not accept Bid cum Application Forms from Retail Individual Bidders that does not use UPI as a result of accepting such Bid and for resolving any investor grievances arising as a result thereofpayment mechanism in accordance with the UPI mechanism under the UPI Circulars;
(viiiv) it shall not register/upload any Bid without first accepting the duly filled Bid cum Application Form in writing (including via facsimile), from the Bidder, whether in India or abroad; it shall be responsible for the completion and accuracy of all details (details, including the correct UPI ID for Bids by UPI Bidders) ID, as applicable, to be entered into the electronic bidding system of the Stock Exchanges based on the filled filled-in Bid cum Application Form received by it including the correct UPI ID of the UPI Bidders and, subject to Clause 2.4, and shall be responsible for any default, mistake or error in the Bid details uploaded by it or subsequent corrections including the UPI related details (as applicable) if such default, mistake or error are solely attributable to it and in for resolving any investor grievances arising from as a result of such errorsdefaults, if mistakes or errors in the data entry, to the extent such errors are error is solely attributable to it; ;
(vi) it shall not register/upload any Bid, without first accepting the Bid cum Application Form in writing, including via electronic means, from the Bidder, whether in India or abroad, and shall after uploading the Bid, affix stamp and give an acknowledgment, either by way of a counterfoil or specifying the application number to the Bidder, as proof of having accepted the Bid cum Application Form, in physical or electronic mode, respectively. It shall ensure that it has affixed its stamp on each Bid cum Application Form forwarded by it to the SCSBs under “Broker’s/SCSB Branch’s Stamp” as an acknowledgement of upload of Bid in the electronic bidding system of the Stock Exchanges. Bid cum Application Forms (except electronic Bid cum Application Forms) that do not bear such stamps are liable to be rejected. It is however clarified that Bids by Anchor Investors do not get uploaded on the Anchor Investor Bid/Offer Period;
(vii) it shall ensure that the required documents are attached to the Bid cum Application Form prior to uploading uploading/submitting any Bid including Bids by UPI BiddersBid, shall ensure the completion and accuracy of the required documents, and it shall ensure that such the Bids are uploaded on the electronic bidding systems of the Stock Exchanges on a regular basis during the Bid/ Bid/Offer Period in compliance with the Applicable Law, including regulations of SEBI ICDR Regulations and the SEBI Process Circular, and within such time as permitted by the Stock Exchanges and the SEBI ICDR Regulations; Regulations and the SEBI Process Circular, provided that the Syndicate Member shall not be responsible for any delay/failure in uploading the Bids, due to faults in any software or hardware or network connectivity problems or any force majeure events;
(viii) it shall ensure that the Bid cum Application Forms (without UPI as a payment option) submitted to it by the ASBA Bidders, along with the supporting documents, are forwarded to the SCSBs for further action, within the timelines prescribed by the Stock Excha nges and the SEBI;
(ix) in case of Bid Cum Application Form under the ASBA process, it shall forward on a day to day basis the physical application forms received by them during the Bid/Offer Period to designated branches of the SCSBs for blocking of funds, along with the schedules specified in the SEBI Process Circulars;
(x) it shall forward a schedule in the format prescribed under the UPI Circulars along with the Bid cum Application Form (carrying its identification mark), other than Bids by UPI Bidders under ▇▇▇▇ irrespective of the UPI Mechanism, terminal from which the Bid has been uploaded) to the branch of the respective SCSBs for blocking of fundsfunds of the relevant Syndicate ASBA Bidders, within such time other than in the case of the Syndicate ASBA Bidders who have submitted Bids with UPI as permitted the mode of payment, (i) on the same Working Day for Bids by Anchor Investors; and (ii) not later than one (1) Working Day from the Stock Exchanges and Applicable Law or within such Bid/Offer Closing Date for ASBA Forms for all other timeline as prescribed under the UPI Circularscategories of investors (other than Anchor Investors);
(ix) it shall, after uploading the Bid, affix a stamp and give an acknowledgment, either by way of a counterfoil or specifying the application number to the Bidder as proof of having accepted the Bid cum Application Form in physical or electronic form, respectively, in accordance with Applicable Law. Further, it shall retain the physical Bid cum Application Forms submitted by UPI Bidders using UPI as a payment mechanism for a period of six months or such other period as may be prescribed, and shall thereafter forward such forms to the Company / Registrar; and shall maintain electronic records related to electronic Bid cum Application Forms submitted by such UPI Bidders for a minimum period of three years or such other period as may be prescribed under Applicable Law;
(xxi) it will enter each Bid option and UPI ID (if applicable) option into the electronic bidding system as a separate Bid within the timelines such time as may be prescribed by SEBI and generate a transaction registration slip for each price and demand option and give the same to the Bidder on request;
(xixii) it shall accept and upload Bids by from ASBA Bidders only during the Bid/ Bid/Offer Period. In Period and in case of Anchor Investors, the BRLMs shall accept Bids Bid cum Application Forms only during the Anchor Investor Bid/ Offer Period as applicable and as specified in the Red ▇▇▇▇▇▇▇ Prospectus and in accordance with the Applicable Laws;
(xii) at the end of each day during the Bid/ Bid/Offer Period, the demand for the Equity Shares (excluding the allocation made to the Anchor Investors during the Anchor Investor Bid/ Offer Period) and the Bid prices shall be displayed on an online graphical display at its Bidding terminals, for information to the public;
(xiii) it agrees that Anchor Investors shall upload/submit register their Bids only through the BRLMs or their AffiliatesBRLMs. No In case of QIBs (other Member of the Syndicate shall solicit orders or collect Bids from any than Anchor Investors. It agrees that ), only the Members SCSBs and the members of the Syndicate (only in the Specified Locations) shall have the right to accept the Bid or reject Bids by QIBs (other than Anchor Investors)it. However, such rejection shall be made at the time of receiving the Bid and only after assigning a reason for such rejection in writing. Further, Bids from QIBs can also be rejected, by the Company in consultation with the BRLMs, rejected on technical grounds or such grounds as described in the Offer Documents, in compliance with Applicable Lawtechn ical grounds. Bids from Non-Institutional Bidders, Investors and Retail Individual Bidders and UPI Bidders can be rejected on technical grounds only as described in the Offer Documents, in compliance with Applicable Lawonly. It shall not accept any Bids by Bidders (other than from Anchor Investors and Bids using the UPI mechanism)that are not made Investors), other than through the ASBA process and shall be treated as invalid and liable to be rejected. UPI Bidders using UPI Mechanism, RIIs may also submit their ASBA Forms with the Registered Brokers, RTA CRTAs, CDPs or Depository Participantsmembers of the Syndicate (or Sub-Syndicate Members);
(xiv) no Member of the Syndicate it shall not accept any Bids from any Overseas Corporate Body;
(xv) it shall procure ASBA Forms from Syndicate ASBA Bidders only at the Specified Locations;
(xvi) it shall ensure availability of adequate infrastructure and other facilities for Bidding, Bidding and that at least 1 (one) electronically linked terminal at the Specified Locations is available for th e purpose of Bidding;
(xvi) it and its Sub-Syndicate Member shall undertake necessary modifications of select fields in the Bid details including UPI ID (as applicable) already uploaded by it in terms of the SEBI Process Circular, one Working Day after the Bid/Offer Closing Date in terms of the UPI Circulars;
(xvii) any revisions to the Price Band or the Bid/ Offer Period shall be advertised in accordance with the SEBI ICDR Regulations;
(xviii) it shall register and upload all Bids, including Bid details in relation thereto such as UPI ID, received by it and its Sub-Syndicate Member on the same Working Day on which the Bids are received (subject to the Stock Exchanges permitting such upload on the same Working Day), and where the same is not possible to register and upload the Bid on the next Working Day and before the Bid/Offer Closing Date;
(xix) it shall provide the Registrar with a daily record, with a separate section for each of its Specified Locations and those of its Sub-Syndica te Members details relating to the ASBA Forms received from the ASBA Bidders, the details regarding registration of the Bids and the Bid Amounts deposited with the Escrow Bank for the Bids received from Anchor Investors. This record shall be made available to the Registrar no later than 4 p.m. IST on any given day;
(xx) in relation to the Bids procured from Anchor Investors, it shall be responsible for providing a schedule (including the application number, payment instrument number and Bid Amount paid by Anchor Investors) to the Escrow Bank during the Anchor Investor Bid/Offer Period or any other period as agreed among the BRLMs in consultation with the Registrar;
(xxi) it acknowledges and confirms that if an Anchor Investor fails to pay the difference between the Anchor Investor Offer Price and the Anchor Investor Allocation Price, in case such Anchor Investor Allocation Price was below the Anchor Investor Offer Price, by the Pay-in Date, the Allocation to such Anchor Investor shall stand cancelled, and any reduction in the Anchor Investor Portion arising out of such cancellation shall be added back to the QIB Category (excluding the Anchor Investor Portion);
(xxii) it shall ensure that, before accepting Bid cum Application Forms submitted by the ASBA Bidders at the Specified Locations, the SCSB where the ASBA Account, as specified in such Bid cum Application Form, is maintained, has named at least one branch at that location for the members of the Syndicate shall be present to deposit such Bid cum Application Forms (a list of such branches is available on the website of SEBI at the Specified Locations so that there is least one electronically linked computer terminal, for the purpose of Bidding and for data entry of the Bids in a timely manner at all the Specified Locations▇▇▇.▇▇▇▇.▇▇▇.▇▇/▇▇▇▇▇▇▇/▇▇▇▇▇/▇▇▇▇▇▇▇▇▇▇▇.▇▇?doRecognised=yes);
(xviixxiii) it shall collect the Bid cum Application Forms submitted by the ASBA Bidders and submit such forms at a branch of the SCSB which is eligible to accept such forms and which has been validly registered on the electronic bidding system of the Stock Exchanges. in cases where there is an apparent data entry error by any member of the Syndicate in entering the application number and the other details remain unchanged, such application may be considered valid;
(xxiv) except in relation to the Bids received from Anchor Investors, Bids and any revisions revision in Bids will be accepted only between 10.00 a.m. and 5.00 p.m. (Indian Standard Time) during the Bid/ Offer Period at the Specified Locations (Bidding centres, except that on the Bid/ Offer Closing Date, Date (which for QIBs may be one Working Day prior to the Bid/ Offer Closing Date for other categories of Bidders). On the Bid/ Bid/Offer Closing Date, Bids and any revisions in Bids will only be accepted only between 10.00 a.m. (Indian Standard Time) and 3.00 p.m. (Indian Standard Time). On the Bid/ Offer Closing Date Bids shall be ) and uploaded until (i) 4.00 p.m. (Indian Standard Time) in case of Bids by QIBs and Non-Institutional Investors; and (ii) until 5.00 p.m. (Indian Standard Time) or such extended time as permitted by the Stock Exchanges, in case of Bids by Retail Individual Bidders and Eligible Employees bidding in the Employee Reservation Portion, after taking into account the total number of applications received up to the closure of timings and reported by the BRLMs to the Stock Exchanges. On the Bid/ Offer Closing Date, extension of time may be granted by the Stock Exchanges only for uploading Bids will be accepted only on Working Days. The Company, in consultation with received from Retail Individual Bidders after taking into account the Book Running Lead Managers may consider closing total number of Bids received up to closure of timings for acceptance of Bid cum Application Forms as stated herein and reported by the Bid / Offer Period for QIBs one day prior BRLMs to the Bid / Offer Closing Date in accordance with the SEBI ICDR RegulationsStock Exchanges within 30 minutes of such closure. Any revision in the uploading time instructed by the Stock Exchanges shall be communicated to the Sub-Syndicate Members who in turn shall communicate such revision to their agentsMembers. It is clarified that Bids not uploaded shall be considered rejected. Due to limitation of time available for uploading Bids on the Bid/ Offer Closing Date, Bidders are advised to submit Bids one day prior to the Bid/ Offer Closing Date and, in any case, no later than 1.00 p.m. (Indian Standard Time) on the Bid/ Offer Closing Date. If a large number of Bids are received on the Bid/ Offer Closing Date, as is typically experienced in public issues, which may lead to some Bids not being uploaded due to lack of sufficient time to upload, such Bids that cannot be uploaded on the electronic bidding system would will not be considered rejectedfor allocation in the Offer. The Company, the Selling Shareholders and the members of the Syndicate will not be responsible for any failure in uploading Bids due to faults in any hardware/software system or otherwise. Bids will be accepted only on Working Days. Bids by ASBA Bidders shall be uploaded in the electronic system to be provided by the Stock Exchanges by for the Designated Intermediaries in Intermediaries. In case of any discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical or electronic ASBA Form, for a particular Bidder, the details of the Bid file received from Stock Exchanges may be taken as final data for the purposes of Allotment;
(xviiixxv) it shall ensure that its Sub-Syndicate Members shall, as applicable and in accordance with the UPI Circularsapplicable, enter the following details of an ASBA Bidder who submits an ASBA Bid at the Specified Locations in the electronic bidding system: (a) symbol; (b) intermediary code; (c) intermediary name; (d) location bank code; (e) name of the bidder; (f) name of the bank; (ge) bank location code; (hf) Bid cum Application Form number; (g) category – individual, corporate, QIB, eligible NRI, etc.; (ih) PAN (of the sole/first Bidder); (i) DP ID; (j) number of Equity Shares Bid forClient ID; (k) quantity; (l) price per Equity Share; (l) Bid cum Application Form number; (m) DP ID and Client ID; (n) quantity; (o) amount; (p) order number; (q) depository of the beneficiary account of the Bidder; and (rn) UPI IDexchange. For Anchor Investors, the BRLMs shall enter details of the respective Anchor Investor Bid Amount as well as the payment reference;
(xix) it and its Sub-Syndicate Members, if any, shall undertake necessary modifications of select fields in the Bid details, already uploaded by it during the Bid/Offer Period, in compliance with Applicable Law, including the UPI Circulars and the Exchange Circulars;
(xxxxvi) it shall provide the identification numbers (terminal IDs) of all Specified Locations its Bidding Centers and those of its Sub-Syndicate Members, if any, to the Registrar to the Offer together with such other information that may be necessary to enable the Registrar to the Offer to keep a record of the bidding Bidding at each such bidding center Bidding Center at the end of each day during the Bid/ Bid/Offer Period;
(xxixxvii) it shall register and upload the Bids received by it and its Sub-Syndicate Members, onto the electronic bidding system as soon as practicable on the same Working Day on which the Bids are received (subject to the Stock Exchanges permitting such upload on the same Working Day). The BRLMs will instruct the Anchor Investors to deposit their Bid Amounts into the Escrow Accounts of the Company maintained with the designated Escrow Collection Banks for Anchor Investors, on the same day on which the Bid was received or any other period as agreed with the BRLMs in consultation with the Registrar to the Offer within the time period prescribed under the SEBI ICDR Regulations and other Applicable Law, and for the remaining Bid Amount (in cases where the Anchor Investor Allocation Price is lower than the Offer Price), on or prior to the Anchor Investor Pay-in Date; and it acknowledges that if the relevant Bid Amounts are not deposited within the time period stipulated herein, then such Bids are liable to be rejected;
(xxii) the Members each member of the Syndicate or any of their its Sub-Syndicate Members which is an entity otherwise eligible to act as a Syndicate Member and has a valid SEBI registration certificate shall enter details of a Bidder Bidder, including UPI ID, if applicable, in the electronic bidding system as specified in the Red ▇▇▇▇▇▇▇ Prospectus, the Preliminary Offering Memorandum, the SEBI ICDR Regulations and any circular issued by the SEBI from time to time;
(xxiiixxviii) it shall ensure that all records be responsible for collection of the Bids including the ASBA Forms (submitted by the Syndicate ASBA Bidders), together with supporting documents, are maintained and forwarded to the SCSBs, except in relation to Bids from UPI Bidders, within the time periods specified by the Stock Exchanges or the SEBI ICDR Regulations, the SEBI Process Circulars or UPI Circulars;
(xxiv) except for UPI Bidders, it shall ensure that it has affixed its stamp on each Bid cum Application Form forwarded by it to SCSBs or Escrow Collection Banks or the Registrar, as applicable, under “Broker’s/ SCSB Branch’s Stamp / RTA /CDP” (as applicable) as an acknowledgement of upload of the Bid in the electronic bidding system of the Stock Exchanges; Bid cum Application Forms (except electronic Bid cum Application Forms) that do not bear such stamp are liable to be rejected. It is however clarified that Bids by Anchor Investors do not get uploaded on electronic bidding system of the Stock Exchanges on the Anchor Investor Bidding Date;
(xxv) in relation to the Bids procured from Anchor Investors, the BRLMs shall be responsible for providing a schedule (including application number, payment instrument number/ RTGS / NEFT/ UTR control number and Bid Amount paid by Anchor Investors) to the Escrow Collection Bank during the Anchor Investor Bid/ Offer Period or any other period as agreed among the BRLMs in consultation with the Registrar to the Offer;
(xxvi) it shall provide the Registrar to the Offer with a daily record, with a separate section for each of its bidding centers and those of its Sub-Syndicate Members, details relating documents attached to the Bid cum Application Forms received from the Bidders, details regarding registration ASBA Bidders bidding through any member of the Bids Syndicate or their respective Sub-Syndicate Members, as applicable, at the Specified Locations and Bid Amounts deposit thereof (other than Bids collected by with relevant schedules) with the Designated Branches of the SCSBs, CDPswithin the timelines prescribed one Working Day after the Bid/Offer Closing Date, RTAs and Registered Brokers). This record (except after uploading the Bids by Anchor Investors, and Bids by UPI Bidders using onto the UPI mechanism) shall be made available to the Registrar no later than 5 p.m. IST on any given day, electronic bidding system or any such time permissible under Applicable Law, as agreed wa
Appears in 1 contract
Sources: Syndicate Agreement
RESPONSIBILITIES OF THE MEMBERS OF THE SYNDICATE.
3.1 Each Member of The Parties acknowledge that pursuant to SEBI ICDR Regulations, the Syndicate herebySEBI Process Circulars and UPI Circulars, severally all Bidders (other than Anchor Investors) are required to mandatorily submit their Bids and not jointly, represents and warrants to the Company, each of the Selling Shareholders and to the other Parties, in relation to the Offer, that (a) it is an intermediary registered with SEBI and has a valid SEBI registration certificate for acting as a Member of the Syndicate (“Registration Certificate”) and has not been debarred or prohibited from acting as an intermediary by SEBI; and participate in the event of withdrawal or cancellation of their Registration Certificate, such Member of Offer through the ASBA process and all Syndicate shall promptly inform ASBA Bidders that are UPI Bidders are required to mandatorily Bid through the fact of such withdrawal or cancellation to other Parties; and (b) this Agreement has been duly authorized, executed and delivered by it, and is a valid and legally binding obligation of such Member of the Syndicate in accordance with the terms of this AgreementUPI Mechanism.
3.2 Subject to Clauses 3.3, 3.4 and 3.5 below, each of the Members members of the Syndicate shall have the following responsibilities and obligations in relation to the Offer, and each Member member of the Syndicate hereby severally (and not jointly, or jointly and severally) represents, warrants, agrees, covenants covenants, and undertakes to the Company, the Selling Shareholders and Shareholder, to the other Members members of the Syndicate on behalf of itself, and to the extent relevant, its respective Sub-Syndicate Members thatMembers:
(i) itIt, or the respective Sub-Syndicate Member Members appointed by it, shall be responsible for collection of Bids (including Bids using the UPI Mechanism) from the Syndicate ASBA Bidders bidding through any Member and the BRLMs shall be responsible for the collection of the Syndicate or their respective Sub-Syndicate Members (other than Bids directly submitted to the SCSBs or Bids collected by Registered Brokers at the Broker Centres, CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations or the Bids submitted by the Anchor Investors to the BRLMs), only at the Specified Locations, as applicable, in the manner specified in this Agreement, the SEBI ICDR RegulationsRegulations and any other Applicable Law, the Offer DocumentsRed ▇▇▇▇▇▇▇ Prospectus, the terms of Prospectus, the Preliminary Offering Memorandum, the Offering Memorandum, Bid cum Application Form, other Applicable Laws Form and the Allotment Advice as applicable and instructions issued jointly by the BRLMs and the Registrar to the Offer. Provided that in the event of any failure of Bids on account of any non-bidding, error, fraud or malpractice by the relevant SCSB with whom such Syndicate ASBA Bid was submitted, deposited or forwarded by the Members of the Syndicate, the Member of the Syndicate shall not be liable and the relevant SCSB shall be responsible for the same;
(ii) it shall follow all instructions issued by the BRLMs and the Registrar to the Offer, in accordance with Applicable Law and this Agreement, in dealing with the Bid cum Application Forms including with respect to (a) the Bids submitted by QIBs (including Anchor Investors which shall be in accordance with Clause 3.5 below) and (b) the Bids submitted through their respective Sub-Syndicate Members, as applicable, at Specified Locations;
(iii) all Bids (other than Bids by UPI Bidders) shall be submitted to an SCSB for uploading and blocking of the funds and uploading on the electronic bidding platform of the Stock Exchanges;
(iv) any Any Bids submitted by the Syndicate/ their respective Sub-Syndicate Members to an SCSB shall be made on a special Bid cum Application Form and the heading/ watermark “Syndicate ASBA” must be used by the Syndicate/ Sub-Syndicate Member Members along with the SM Code and Broker Code mentioned on such special Bid cum Application Form to be eligible for brokerage on Allotment. However, any such special Bid cum Application Forms used for Bids by UPI Bidders shall not be eligible for brokerage;
(viii) it agrees and acknowledges that the Bids It shall follow all instructions issued by Anchor Investors shall be submitted at the select offices of the BRLMs and shall not be collected by the Syndicate Members;
(vi) it shall procure Registrar in dealing with the Bid cum Application Forms from (including with respect to Bids by the Syndicate ASBA Bidders bidding through any Member of and the Syndicate Anchor Investors) procured by it or their its respective Sub-Sub- Syndicate Members, as applicableif any, only at the Specified Locations;
(viiiv) it shall accept Bids from Bidders (other than Anchor Investors) only through ASBA process in terms of the SEBI Process Circulars. Bids through any other modes (other than Bids submitted by Anchor Investors) shall be treated as invalid and be rejected. If it accepts any Bids through modes other than ASBA process (other than Bids submitted by Anchor Investors), it shall be solely responsible for any consequences arising as a result of accepting such Bid and for resolving any investor grievances arising as a result thereof;
(viii) it It shall not register/upload any Bid without first accepting the duly filled Bid cum Application Form in writing (including via facsimile), from the Bidder, whether in India or abroad; it shall be responsible for the completion and accuracy of all details (including the correct UPI ID for Bids by UPI Bidders) to be entered into the electronic bidding system of the Stock Exchanges based on the filled in Bid cum Application Form received by it including the correct UPI ID of the UPI Bidders Bidder and, subject to Clause 2.42.3, shall be responsible for any default, mistake or error in the Bid details uploaded by it or subsequent corrections including the UPI related details (as applicable) if such default, mistake or error are solely attributable to it and in resolving investor grievances arising from such errors, if such errors are solely attributable to it; it shall ensure that the required documents are attached to the Bid cum Application Form prior to uploading any Bid including Bids by UPI BiddersBid, shall ensure the completion and accuracy of the required documents, and it shall ensure that such Bids and UPI IDs (as applicable) are uploaded on the electronic bidding systems of the Stock Exchanges on a regular basis during the Bid/ Offer Period in compliance with the SEBI ICDR Regulations and SEBI Process CircularRegulations, and within such time as permitted by the Stock Exchanges and the SEBI ICDR Regulations; it shall forward a schedule in the format prescribed under the UPI Circulars along with the Bid cum Application Form (carrying its identification mark), other than Bids by UPI Bidders under the UPI Mechanism, to the branch of the respective SCSBs for bidding and blocking of funds, within such time as permitted by the Stock Exchanges and Applicable Law or within such other timeline as prescribed under Law. It shall be responsible for uploading the correct UPI ID based on the ASBA Form received into the electronic bidding system of the Stock Exchanges where UPI Bidders have Bid using the UPI CircularsMechanism, before the Bid/Offer Closing Date, and it shall be responsible for any error in the UPI details uploaded by it;
(ixv) it shall, after uploading the Bid, It shall affix a stamp and give an acknowledgment, acknowledgment either by way of a counterfoil or specifying specify the application number to the Bidder as proof of having accepted the Bid cum Application Form in physical or electronic form, respectively, in accordance with Applicable Law. Further, it shall retain the physical Bid cum Application Forms submitted by UPI Bidders using UPI as a payment mechanism Mechanism for a period of six months or such other period as may be prescribed, and shall thereafter forward such forms to the Company / Company/ Registrar; and shall maintain electronic records related to electronic Bid cum Application Forms submitted by such UPI Bidders for a minimum period of three years or such other period as may be prescribed under Applicable Law;
(xvi) it It will enter each Bid option and UPI ID (if applicable) option into the electronic bidding system as a separate Bid within the timelines prescribed by SEBI and generate a transaction registration slip an Acknowledgement Slip for each price and demand option and give such Acknowledgement Slip to the same Bidder. It shall also furnish an Acknowledgement Slip to the Bidder on request;
(xivii) it It shall accept and upload Bids by ASBA Bidders only during the Bid/ Bid/Offer Period. The members of the Syndicate shall indicate any revision in Price Band or change in Bid/Offer Period on the relevant website and the terminals of the members of the Syndicate, pursuant to any public notice that may be released by the Company in this regard. In case of Anchor Investors, the BRLMs shall accept Bids only during on the Anchor Investor Bid/ Offer Period as applicable and as specified in the Red ▇▇▇▇▇▇▇ Prospectus and in accordance with the Applicable LawsBidding Date;
(xiiviii) at At the end of each day during the Bid/ Bid/Offer Period, the demand for the Equity Shares (excluding the allocation made to the Anchor Investors during on the Anchor Investor Bid/ Offer PeriodBidding Date) and the Bid prices shall be displayed on an online graphical display at its Bidding terminals, for information to the public;
(xiiiix) it agrees that Anchor Investors shall upload/submit their Bids only through the BRLMs or their Affiliates. No other Member of the Syndicate shall solicit orders or collect Bids from any Anchor Investors. It agrees that the Members members of the Syndicate (only in the Specified Locations) have the right to accept or reject Bids by QIBs (other than Anchor Investors). Further, Bids from QIBs can also be rejected, rejected by the Company and the Selling Shareholder, in consultation with the BRLMs, BRLMs on technical grounds or such grounds as described in the Offer Documents, in compliance with Applicable Law. Bids from Non-Non- Institutional Bidders, Investors and Retail Individual Bidders and UPI Bidders Investors can be rejected on technical grounds only as described in the Offer Documents, in compliance with Applicable Lawonly. It shall not accept any Bids (other than from Anchor Investors and Bids using the UPI mechanism)that Investors) that are not made through the ASBA process and shall be treated as invalid and liable to be rejectedprocess. UPI Bidders using UPI Mechanismmechanism, may also submit their ASBA Forms with the Registered Brokers, RTA or Depository Participants, SCSBs, CDPs or Syndicate Members (or Sub-Syndicate Members);
(xivx) no Member No member of the Syndicate shall accept any Bids from any Overseas Corporate Body;
(xvxi) it It shall procure ASBA Forms from Syndicate ASBA Bidders only at the Specified Locations;
(xvixii) it It shall ensure the availability of adequate infrastructure and other facilities for Biddingfacilities, and that including at least one of the members of the Syndicate shall be present at the Specified Locations so that there is least one electronically linked computer terminal, terminal at all the Specified Locations is available for the purpose of Bidding and for data entry of the Bids in a timely manner at all the Specified Locationsmanner;
(xviixiii) except Except in relation to the Bids received from Anchor Investors, Bids and any revisions in Bids will be accepted only between 10.00 10:00 a.m. IST and 5.00 5:00 p.m. (Indian Standard Time) IST during the Bid/ Bid/Offer Period (except on the Bid/Offer Closing Date) at the Specified Locations (except on Bid/ Offer Closing Date, which for QIBs may be one Working Day prior to the Bid/ Offer Closing Date for other categories of Bidders)Locations. On the Bid/ Bid/Offer Closing Date, Bids and any revisions in Bids will only be accepted between 10.00 10:00 a.m. (Indian Standard Time) IST and 3.00 3:00 p.m. (Indian Standard Time). On the Bid/ Offer Closing Date Bids shall be IST and uploaded until (i) 4.00 4:00 p.m. (Indian Standard Time) IST in case of Bids by QIBs and Non-Institutional Investors; and (ii) until 5.00 5:00 p.m. (Indian Standard Time) IST or such extended time as permitted by the Stock Exchanges, in case of Bids by Retail Individual Bidders Investors, after taking into account the total number of applications received up to the closure of timings and reported by the BRLMs to the Stock Exchanges. Bids will be accepted only on Working Days. The CompanyCompany may, in consultation with the Book Running Lead Managers may BRLMs, consider closing the Bid / Offer Period for QIBs one day prior to the Bid / Offer Closing Date in accordance with the SEBI ICDR Regulations. Bids will be accepted only on Working Days. Any revision in the uploading time instructed by the Stock Exchanges shall be communicated to the Sub-Syndicate Members who in turn shall communicate such revision to their agents. It is clarified that Bids not uploaded on the electronic bidding system would be considered rejected. Bids by ASBA Bidders shall be uploaded in the electronic system to be provided by the Stock Exchanges by for the Designated Intermediaries Intermediaries; in case of any discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical or electronic ASBA Form, for a particular Bidder, the details of the Bid file received from Stock Exchanges may be taken as final data for the purposes of Allotment;.
(xviiixiv) it shall ensure that its Its Sub-Syndicate Members shall, as applicable and in accordance with the UPI Circulars, enter the following details of an ASBA Bidder who submits an ASBA Bid at the Specified Locations in the electronic bidding system: (a) symbol; (b) intermediary code; (c) intermediary name; (d) location code; (e) name of the bidder; (f) name of the bank; (g) bank code; (h) category – individual, corporate, QIB, eligible NRI, etc.; (i) PAN (of the sole/first Bidder); (j) number of Equity Shares Bid for; (k) price per Equity Share; (l) Bid cum Application Form number; (m) DP ID and Client ID; (n) quantity; (o) amount; (p) order number; (q) depository of the beneficiary account of the Bidder; and (r) UPI ID. For Anchor Investors, the BRLMs shall enter details of the respective Anchor Investor Bid Amount as well as the payment reference;
(xix) it and its Sub-Syndicate Members, if any, shall undertake necessary modifications of select fields in the Bid details, already uploaded by it during the Bid/Offer Period, in compliance with Applicable Law, including the UPI Circulars and the Exchange Circulars;
(xx) it shall provide the identification numbers (terminal IDs) of all Specified Locations and those of its Sub-Syndicate Members, if any, to the Registrar to the Offer together with such other information that may be necessary to enable the Registrar to the Offer to keep a record of the bidding at each such bidding center at the end of each day during the Bid/ Offer Period;
(xxi) it shall register and upload the Bids received by it and its Sub-Syndicate Members, onto the electronic bidding system as soon as practicable on the same Working Day on which the Bids are received (subject to the Stock Exchanges permitting such upload on the same Working Day). The BRLMs will instruct the Anchor Investors to deposit their Bid Amounts into the Escrow Accounts of the Company maintained with the designated Escrow Collection Banks for Anchor Investors, on the same day on which the Bid was received or any other period as agreed with the BRLMs in consultation with the Registrar to the Offer within the time period prescribed under the SEBI ICDR Regulations and other Applicable Law, and for the remaining Bid Amount (in cases where the Anchor Investor Allocation Price is lower than the Offer Price), on or prior to the Anchor Investor Pay-in Date; and it acknowledges that if the relevant Bid Amounts are not deposited within the time period stipulated herein, then such Bids are liable to be rejected;
(xxii) the Members of the Syndicate or any of their Sub-Syndicate Members shall enter details of a Bidder in the electronic bidding system as specified in the Red ▇▇▇▇▇▇▇ Prospectus, the Preliminary Offering Memorandum, the SEBI ICDR Regulations and any circular issued by the SEBI from time to time;
(xxiii) it shall ensure that all records of the Bids including the ASBA Forms (submitted by the Syndicate ASBA Bidders), together with supporting documents, are maintained and forwarded to the SCSBs, except in relation to Bids from UPI Bidders, within the time periods specified by the Stock Exchanges or the SEBI ICDR Regulations, the SEBI Process Circulars or UPI Circulars;
(xxiv) except for UPI Bidders, it shall ensure that it has affixed its stamp on each Bid cum Application Form forwarded by it to SCSBs or Escrow Collection Banks or the Registrar, as applicable, under “Broker’s/ SCSB Branch’s Stamp / RTA /CDP” (as applicable) as an acknowledgement of upload of the Bid in the electronic bidding system of the Stock Exchanges; Bid cum Application Forms (except electronic Bid cum Application Forms) that do not bear such stamp are liable to be rejected. It is however clarified that Bids by Anchor Investors do not get uploaded on electronic bidding system of the Stock Exchanges on the Anchor Investor Bidding Date;
(xxv) in relation to the Bids procured from Anchor Investors, the BRLMs shall be responsible for providing a schedule (including application number, payment instrument number/ RTGS / NEFT/ UTR control number and Bid Amount paid by Anchor Investors) to the Escrow Collection Bank during the Anchor Investor Bid/ Offer Period or any other period as agreed among the BRLMs in consultation with the Registrar to the Offer;
(xxvi) it shall provide the Registrar to the Offer with a daily record, with a separate section for each of its bidding centers and those of its Sub-Syndicate Members, details relating to the Bid cum Application Forms received from the Bidders, details regarding registration of the Bids and Bid Amounts (other than Bids collected by SCSBs, CDPs, RTAs and Registered Brokers). This record (except Bids by Anchor Investors, and Bids by UPI Bidders using the UPI mechanism) shall be made available to the Registrar no later than 5 p.m. IST on any given day, or any such time permissible under Applicable Law, as agreed w
Appears in 1 contract
Sources: Syndicate Agreement
RESPONSIBILITIES OF THE MEMBERS OF THE SYNDICATE.
3.1 Each Member of the Syndicate herebyThe Parties acknowledge that pursuant to SEBI Regulations, severally all Bidders (other than Anchor Investors) are required to mandatorily submit their Bids and not jointly, represents and warrants to the Company, each of the Selling Shareholders and to the other Parties, in relation to the Offer, that (a) it is an intermediary registered with SEBI and has a valid SEBI registration certificate for acting as a Member of the Syndicate (“Registration Certificate”) and has not been debarred or prohibited from acting as an intermediary by SEBI; and participate in the event of withdrawal or cancellation of their Registration Certificate, such Member of Offer through the ASBA process and all Syndicate shall promptly inform ASBA Bidders that are UPI bidders are required to mandatorily Bid through the fact of such withdrawal or cancellation to other Parties; and (b) this Agreement has been duly authorized, executed and delivered by it, and is a valid and legally binding obligation of such Member of the Syndicate in accordance with the terms of this AgreementUPI Mechanism.
3.2 Subject to Clauses 3.3, 3.4 and Section 3.5 below, each of the Members members of the Syndicate shall have the following responsibilities and obligations in relation to the Offer, and each Member member of the Syndicate hereby severally (severally, and not jointly, or jointly and severally) represents, warrants, agrees, covenants and undertakes to the Company, the Selling Shareholders and other Members members of the Syndicate on behalf of itself, and to the extent relevant, its respective Sub-Syndicate Members that:
(i) it, or the respective Sub-Syndicate Member Members appointed by it, shall be responsible for collection of Bids (including Bids using the UPI Mechanism) from the Syndicate ASBA Bidders bidding through any Member and only the BRLMs shall be responsible for collection of the Syndicate or their respective Sub-Syndicate Members (other than Bids directly submitted to the SCSBs or Bids collected by Registered Brokers at the Broker Centres, CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations or the Bids submitted by the Anchor Investors to the BRLMs), only at the Specified Locations, as applicable, in the manner specified in this Agreement, the SEBI ICDR RegulationsRegulations and any other Applicable Laws, the Offer DocumentsRed ▇▇▇▇▇▇▇ Prospectus, the Prospectus, the Preliminary Offering Memorandum, the Offering Memorandum, the terms of the Bid cum Application Form, other Applicable Laws the Allotment Advice and instructions issued jointly by the BRLMs and the Registrar to the Offer. Provided that in the event of any failure of Bids on account of any non-biddingRegistrar, error, fraud or malpractice by the relevant SCSB with whom such Syndicate ASBA Bid was submitted, deposited or forwarded by the Members of the Syndicate, the Member of the Syndicate shall not be liable and the relevant SCSB shall be responsible for the sameas applicable;
(ii) it shall follow all instructions issued by the BRLMs and the Registrar to the Offer, in accordance with Applicable Law and this Agreement, in dealing with the Bid cum Application Forms including with respect to (a) the Bids submitted by QIBs (including Anchor Investors which shall be in accordance with Clause 3.5 below) and (b) the Bids submitted through their respective Sub-Syndicate Members, as applicable, at Specified Locations;
(iii) all Bids (other than Bids by UPI Bidders) shall be submitted to an SCSB for uploading and blocking of the funds and uploading on the electronic bidding platform of the Stock Exchanges;
(iviii) any Bids submitted by the Syndicate/ their respective Sub-Syndicate Members to an SCSB shall be made on a special Bid cum Application Form and the heading/ heading/watermark “Syndicate ASBA” must be used by the Syndicate/ Sub-Syndicate Member Members along with the SM Code syndicate member code and Broker Code broker code mentioned on such special Bid cum Application Form to be eligible for brokerage on Allotment. However, any such special Bid cum Application Forms used for Bids by UPI Bidders shall not be eligible for brokerage;
(viv) it agrees and acknowledges that the Bids by Anchor Investors shall be submitted at the select offices of the BRLMs and shall will not be collected by the Syndicate Members;
(vi) it shall procure accept Bid cum Application Forms from ASBA Bidders bidding through using UPI as a payment mechanism if they are not in accordance with the UPI Circulars;
(v) it shall follow all instructions issued by the BRLMs and the Registrar in dealing with the Bid cum Application Forms with respect to Bids submitted to any Member member of the Syndicate or their respective Sub-its Sub- Syndicate Members, as applicable, only at the Specified Locations;
(vii) it shall accept Bids from Bidders (other than Anchor Investors) only through ASBA process in terms of the SEBI Process Circulars. Bids through any other modes (other than Bids submitted by Anchor Investors) shall be treated as invalid and be rejected. If it accepts any Bids through modes other than ASBA process (other than Bids submitted by Anchor Investors), it shall be solely responsible for any consequences arising as a result of accepting such Bid and for resolving any investor grievances arising as a result thereof;
(viiivi) it shall not register/upload any Bid without first accepting the duly filled Bid cum Application Form in writing (including via facsimile), electronic means) from the Bidder, whether in India or abroad; it shall be responsible for the completion and accuracy of all details (including the correct UPI ID for Bids by UPI Bidders) to be entered into the electronic bidding system of the Stock Exchanges based on the filled in Bid cum Application Form received by it it, including the correct UPI ID of the relevant UPI Bidders Bidder (as applicable), and, subject to Clause 2.4Section 2.3, shall be responsible for any default, mistake or error in the Bid details uploaded by it or subsequent corrections including the UPI related details (as applicable) if such default, mistake or error are solely attributable to it and in resolving investor grievances arising from such errors, if such defaults, mistakes or errors are solely attributable to it; it shall ensure that the required documents are attached to the Bid cum Application Form prior to uploading any Bid including Bids by UPI BiddersBid, and it shall ensure that such Bids and UPI IDs (as applicable) are uploaded on the electronic bidding systems of the Stock Exchanges on a regular basis during the Bid/ Offer Period in compliance with the SEBI ICDR Regulations and SEBI Process CircularRegulations, and within such time as permitted by the Stock Exchanges and the SEBI ICDR Regulations; ;
(vii) it shall forward a schedule in the format prescribed under the UPI Circulars along with with, if applicable, the Bid cum Application Form Forms (carrying its identification mark), other than Bids by UPI Bidders under mark irrespective of the UPI Mechanism, terminal from which the Bid has been uploaded) to the branch of the respective SCSBs for blocking of funds, within such time as permitted by funds of the Stock Exchanges relevant Syndicate ASBA Bidders in accordance with the timelines and Applicable Law or within such other timeline as prescribed mechanism specified under the UPI Circulars;
(ixviii) it shall, after uploading the Bid, affix a stamp and shall give an acknowledgment, either by way of a counterfoil acknowledgment or specifying specify the application number to the Bidder as proof of having accepted the Bid cum Application Form in physical or electronic form, respectively, in accordance with Applicable Law. Further, it shall retain the physical Bid cum Application Forms submitted by UPI Bidders using UPI as a payment mechanism for a period of six months or such other period as may be prescribed, and shall thereafter forward such forms to the Company / Company/ Registrar; and shall maintain electronic records related to electronic Bid cum Application Forms submitted by such UPI Bidders for a minimum period of three years or such other period as may be prescribed under Applicable LawLaws;
(xix) as specified in the Red ▇▇▇▇▇▇▇ Prospectus, the Preliminary Offering Memorandum and the SEBI Regulations, the members of the Syndicate or any of their Sub-Syndicate Members shall enter the details of a Bidder, including UPI ID, if applicable, in the electronic bidding system. Further, it will and its Sub-Syndicate Members shall enter each Bid option and UPI ID (if applicable) option into the electronic bidding system as a separate Bid within the timelines such time as may be prescribed by SEBI and generate a transaction registration slip an Acknowledgement Slip for each price and demand option and give the same furnish such Acknowledgement Slip to the Bidder on Bidder, including upon request;
(xix) it shall accept and upload Bids by ASBA Bidders only during the Bid/ Bid/Offer Period, as applicable and as specified in the Red ▇▇▇▇▇▇▇ Prospectus. In case of Anchor Investors, the BRLMs shall accept Bids only during the Anchor Investor Bid/ Bid/Offer Period;
(xi) the members of the Syndicate shall indicate any revision in Price Band or change in Bid/Offer Period as applicable on the relevant website and as specified the terminals of the members of the Syndicate, pursuant to any public notice that may be released by the Company in the Red ▇▇▇▇▇▇▇ Prospectus and in accordance with the Applicable Lawsthis regard;
(xii) at the end of each day during of the Bid/ Bid/Offer Period, the demand for the Equity Shares (excluding the allocation made to the Anchor Investors during the Anchor Investor Bid/ Offer Period) and the Bid prices shall be displayed shown graphically on an online graphical display at its Bidding terminals, terminals for information to of the public;
(xiii) it agrees that Anchor Investors shall upload/submit their Bids only through the BRLMs or their AffiliatesBRLMs. No other Member member of the Syndicate shall solicit orders or collect Bids from any Anchor Investors. It Further, it agrees that the Members members of the Syndicate (only in the Specified Locations) have the right to accept or reject Bids by QIBs (other than Anchor Investors). Further, Bids from QIBs can also be rejected, by the Company rejected in consultation accordance with the BRLMsPreliminary Offering Memorandum and the Offering Memorandum, including on technical grounds or such grounds (as described set out in the Offer Documents, in compliance with Applicable Law. Bids from Non-Institutional Bidders, Retail Individual Bidders and UPI Bidders can be rejected on technical grounds only as described in the Offer Documents, in compliance with Applicable LawGeneral Information Document). It shall not accept any Bids (other than from Anchor Investors and Bids using the UPI mechanism)that Investors) that are not made through the ASBA process and shall be treated as invalid and liable to be rejectedprocess. UPI Bidders using the UPI Mechanism, Mechanism may also submit their ASBA Forms with the Registered Brokers, RTA RTAs or Depository ParticipantsCDPs;
(xiv) no Member member of the Syndicate shall accept any Bids from any Overseas Corporate Body;
(xv) it shall procure ASBA Forms from Syndicate ASBA Bidders only at the Specified Locations;
(xvi) it shall ensure the availability of adequate infrastructure and other facilities for Bidding, and that at least one of the members of the Syndicate shall be present at the Specified Locations so that there is least one electronically linked computer terminal, for the purpose of Bidding and for data entry of the Bids in a timely manner manner, including that at least one electronically linked computer terminal being available for the purpose of Bidding at all the Specified Locations;
(xvii) except in relation to the Bids received from Anchor Investors, Bids and any revisions in Bids will be accepted only between 10.00 10:00 a.m. IST and 5.00 5:00 p.m. (Indian Standard Time) IST during the Bid/ Bid/Offer Period at the Specified Locations (except on Bid/ Offer Closing Date, which for QIBs may be one Working Day prior to the Bid/ Offer Closing Date for other categories of Bidders). On the Bid/ Offer Closing Date, Bids and any revisions in Bids will only be accepted between 10.00 a.m. (Indian Standard Time) and 3.00 p.m. (Indian Standard Time). On the Bid/ Offer Closing Date Bids shall be uploaded until (i) 4.00 p.m. (Indian Standard Time) in case of Bids by QIBs and Non-Institutional Investors; and (ii) until 5.00 p.m. (Indian Standard Time) or such extended time as permitted by the Stock Exchanges, in case of Bids by Retail Individual Bidders after taking into account the total number of applications received up to the closure of timings and reported by the BRLMs to the Stock ExchangesPeriod. Bids will be accepted only on Working Days. The Company, in consultation with the Book Running Lead Managers may consider closing the Bid / Offer Period for QIBs one day prior to the Bid / Offer Closing Date in accordance with the SEBI ICDR Regulations. Any revision in the uploading time instructed by the Stock Exchanges shall be communicated to the Sub-Syndicate Members who in turn shall communicate such revision to their agents. It is clarified that Bids not uploaded on the electronic bidding system would be considered as rejected. Bids by ASBA Bidders shall be uploaded in the electronic system to be provided by the Stock Exchanges by for the Designated Intermediaries Intermediaries; in case of any discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical or electronic ASBA Form, for a particular Bidder, the details of the Bid file received from Stock Exchanges may be taken as final data for the purposes of Allotment;
(xviii) it shall ensure acknowledges that its Sub-RIBs, Eligible TML Shareholders Bidding in the TML Shareholders Reservation Portion and Eligible Employees Bidding in the Employee Reservation Portion can revise their Bids during the Bid/Offer Period. The members of the Syndicate Members shall, no later than 5:00 p.m. IST on the Bid/Offer Closing Date or any other period as applicable permitted under Applicable Laws and agreed by the BRLMs in consultation with the Registrar, carry out the necessary modifications of the Bids already uploaded in accordance with Applicable Laws, and if applicable, forward the relevant forms to the SCSBs or the Registrar. Subsequently, the Stock Exchanges will share the revised Bid details along with the UPI Circulars, enter the following details of an ASBA Bidder who submits an ASBA Bid at the Specified Locations in the electronic bidding system: (a) symbol; (b) intermediary code; (c) intermediary name; (d) location code; (e) name ID of the bidder; (f) name of UPI Bidders to the bank; (g) bank code; (h) category – individual, corporate, QIB, eligible NRI, etc.; (i) PAN (of Sponsor Banks and the sole/first Bidder); (j) number of Equity Shares Bid for; (k) price per Equity Share; (l) Bid cum Application Form number; (m) DP ID Sponsor Banks shall revoke the earlier UPI Mandate Request and Client ID; (n) quantity; (o) amount; (p) order number; (q) depository of initiate a new UPI Mandate Request for the beneficiary account of the Bidder; and (r) UPI ID. For Anchor Investors, the BRLMs shall enter details of the respective Anchor Investor Bid Amount as well as the payment referencerevised Bid;
(xix) it acknowledges that in accordance with the March 16 Circular, to avoid duplication, the facility of re-initiation provided to members of the Syndicate shall preferably be allowed only once per Bid or batch and its Sub-Syndicate Membersas deemed fit by the concerned Stock Exchange, if any, after Bid closure time;
(xx) it shall undertake necessary modifications of select fields in the Bid details, including UPI ID (as applicable), already uploaded by it during the Bid/Offer Period, including on account of inconsistencies brought to the attention of the relevant member of the Syndicate by the Stock Exchanges or otherwise during validation of electronic Bid details, in compliance with Applicable Lawterms of the SEBI Regulations and within such timelines prescribed thereunder, including the UPI Circulars and the Exchange Circularsas applicable;
(xxxxi) it shall provide the identification numbers (terminal IDs) of all Specified Locations its Bidding Centers and those of its Sub-Syndicate Members, if any, to the Registrar to the Offer together with such other information that may be necessary to enable the Registrar to the Offer to keep a record of the bidding at each such bidding center Bidding Centers at the end of each day during the Bid/ Bid/Offer Period;
(xxixxii) it shall provide the Registrar with a daily record, with a separate section for each of its Bidding Centers and those of its Sub-Syndicate Members, details relating to the Bid cum Application Forms received from the Bidders, details regarding registration of the Bids, and the Bid Amounts (other than Bids collected by SCSBs, CDPs, RTAs and Registered Brokers) within such timelines as may be prescribed under Applicable Laws;
(xxiii) it shall register and upload the Bids received by it and its Sub-Syndicate Members, onto the electronic bidding system as soon as practicable on the same Working Day on which the Bids are received (subject to the Stock Exchanges permitting such upload on the same Working Day). The ;
(xxiv) the BRLMs will instruct the Anchor Investors to deposit their the Bid Amounts in relation to the Bids by Anchor Investors into the Escrow Accounts of the Company maintained with the designated Escrow Collection Banks Bank for Anchor Investors, on the same day on which the Bid was received or any other period as agreed with the BRLMs in consultation with the Registrar to the Offer within the time period prescribed under the SEBI ICDR Regulations and other Applicable LawLaws, and for the remaining Bid Amount (in cases where the Anchor Investor Allocation Price is lower than the Offer Price), on or prior to the Anchor Investor Pay-in Date; and it acknowledges that if the relevant Bid Amounts are it does not deposited comply with its obligations, within the time period stipulated herein, then such the Escrow Collection Bank or relevant SCSB, as the case may be, on the advice of the Registrar and/or the BRLMs, may not accept the relevant Bid Amounts and the Bid cum Application Forms; and it shall not collect or deposit payment instruments drawn in favor of the Company or any other party or account, other than in favor of the designated Escrow Accounts as specified in the Bid cum Application Form, the Red ▇▇▇▇▇▇▇ Prospectus and the Preliminary Offering Memorandum; and with respect to Bids are liable to be rejected;
(xxii) by the Members Syndicate ASBA Bidders who have chosen a non-UPI payment mechanism, it shall not accept any ASBA Form without satisfying itself that the SCSB where the ASBA Account is maintained, as specified in the ASBA Form, has named at least one Designated Branch in that Specified Location in which member of the Syndicate or any of their its Sub-Syndicate Members is accepting the ASBA Form or in case the Syndicate ASBA Bidder has chosen UPI as the mode of payment, the ASBA Form contains the UPI ID for such Bidder linked to a bank account of an SCSB notified by the SEBI which is live on UPI 2.0;
(xxv) it shall enter details take all necessary steps and co-operate with the Escrow Collection Bank, the Refund Bank, the Public Offer Account Bank and the Registrar to ensure that the Allotment of a Bidder the Equity Shares and refund, if any, of any amount collected during the Anchor Investor Bid/Offer Period and the Anchor Investor Pay-in Date, if applicable, and any other post-Offer activities are completed within the electronic bidding system as time period specified in the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus, the Preliminary Offering Memorandum, the SEBI ICDR Regulations Offering Memorandum and any circular issued by the SEBI from time to timeRegulations;
(xxiiixxvi) it shall ensure that all records be responsible for collection of the Bids including the ASBA Forms (submitted by and other documents attached to the ASBA Forms from Syndicate ASBA Bidders at the Specified Locations and if applicable (other than UPI Bidders), together deposit thereof (with supporting documentsrelevant schedules) with the relevant branch of the SCSB where the ASBA Account, are as specified in the ASBA Form, is maintained and forwarded named by such SCSB to accept such ASBA Form, no later than the SCSBsperiod agreed with the BRLMs in consultation with the Registrar, except in relation to or required under Applicable Laws, after uploading the Bids from UPI Biddersonto the electronic bidding system. The members of the Syndicate acknowledge that if they do not comply with their obligations, within the time periods specified by the Stock Exchanges or the SEBI ICDR Regulationsperiod stipulated herein, the SEBI Process Circulars or UPI Circularsrelevant SCSB, on the advice of the Registrar and the other members of the Syndicate, may not accept the ASBA Form;
(xxivxxvii) except for UPI Bidders, it shall ensure that it has affixed its stamp on in the main body of each Bid cum Application Form forwarded (except electronic Bid cum Application Forms) submitted by it to SCSBs or Escrow Collection Banks or the Registrar, as applicable, under “Broker’s/ SCSB Branch’s Stamp / RTA /CDP” (as applicable) as an acknowledgement of upload of the Bid in the electronic bidding system of the Stock Exchanges; a Syndicate ASBA Bidder. Bid cum Application Forms (except electronic Bid cum Application Forms) that do not bear such stamp stamps are liable to be rejected. It is however clarified that ;
(xxviii) in respect of Bids by Anchor Investors do not get uploaded the Syndicate ASBA Bidders Bidding through any member of the Syndicate or their respective Sub-Syndicate Members, as applicable, it shall deposit only such Bids with the respective SCSB branches in the particular Specified Location, which have been validly registered on the electronic bidding system of the Stock Exchanges on the Anchor Investor Bidding DateExchanges;
(xxvxxix) it shall be bound by and shall follow the operational instructions relating to the method and manner of the Offer process as prescribed in this Agreement, the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus, the Preliminary Offering Memorandum, the Offering Memorandum, the SEBI Regulations, any other Applicable Laws and any guidance or instructions issued by the BRLMs and/or the Registrar, in relation to the Bids procured from Anchor Investors, submitted by the BRLMs shall be responsible for providing a schedule (including application number, payment instrument number/ RTGS / NEFT/ UTR control number and Bid Amount paid by Anchor Investors) to the Escrow Collection Bank during the Anchor Investor Bid/ Offer Period or any other period as agreed among the BRLMs in consultation with the Registrar to the OfferSyndicate ASBA Bidders;
(xxvixxx) it shall provide be bound by, and shall comply with all Applicable Laws in connection with the Registrar Offer, including the ICDR Regulations specifically relating to advertisements and research reports and undertakes that it:
(a) shall not distribute any information extraneous to the Offer with a daily recordRed ▇▇▇▇▇▇▇ Prospectus, with a separate the Prospectus, the Preliminary Offering Memorandum or the Offering Memorandum to any one section for each of its bidding centers the investors or research analysts in any manner whatsoever (including, without limitation, at road shows, presentations, in research or sales reports or at Bidding Centers, etc.) until 40 days after the date of listing of the Equity Shares or such other time as agreed by the BRLMs and those of its Sub-Syndicate Members, details relating notified to the Bid cum Application Forms received from the Bidders, details regarding registration members of the Bids and Bid Amounts Syndicate; and
(other than Bids collected by SCSBs, CDPs, RTAs and Registered Brokers). This record (except Bids by Anchor Investors, and Bids by UPI Bidders using the UPI mechanismb) shall be made available not make any disclosure or any announcements to the Registrar no later than 5 p.m. IST on public or the press regarding any given dayaspect of the Offer until the commencement of trading of the Equity Shares, except as may be directed or permitted, in writing by the Company and the BRLMs or as may be permitted under any such time permissible contractual understanding or agreement or as may be directed by the SEBI or the Stock Exchanges or as required by Applicable Laws.
(xxxi) it shall be fully responsible for the collection of the ASBA Forms submitted to it by the Syndicate ASBA Bidders and, if required under Applicable Law, as agreed wLaws forwarding such ASBA Forms (oth
Appears in 1 contract
Sources: Syndicate Agreement
RESPONSIBILITIES OF THE MEMBERS OF THE SYNDICATE. 3.1 The Parties acknowledge that pursuant to the SEBI Circulars and the SEBI Regulations, all Bidders (other than Anchor Investors) are required to mandatorily submit their Bids through the ASBA process/ UPI Mechanism.
3.1 3.2 Each Member of the Syndicate Syndicate, hereby, severally and not jointly, represents and warrants to the Company, each of Corporation and the Selling Shareholders and to the other PartiesShareholder, in relation to the Offer, that (a) it is an intermediary registered with the SEBI and has a valid SEBI registration certificate for acting as a Member of the Syndicate (“Registration Certificate”) and it has not been debarred or debarred, prohibited from acting as an intermediary by SEBI; the SEBI or any other regulatory authority and in the event of withdrawal or cancellation of their Registration Certificateits registration, such Member of the Syndicate it shall promptly immediately inform the fact of such withdrawal or cancellation to all other Parties; and (b) this Agreement has been duly authorizedauthorised, executed and delivered by it, and is a valid and legally binding obligation of such Member of the Syndicate in accordance with the terms of this AgreementSyndicate.
3.2 3.3 Subject to Clauses 3.3, 3.4 and 3.5 belowhereinbelow, each of the Members of the Syndicate shall have the following responsibilities and obligations in relation to the Offer, and each Member of the Syndicate hereby severally (and not jointly, or jointly and severally) represents, warrants, agrees, covenants and undertakes to the Company, the Selling Shareholders and other Members of the Syndicate on behalf of itself, and to the extent relevant, its respective Sub-Syndicate Members that:
(i) it, or the its respective Sub-Syndicate syndicate Member appointed by it, shall be responsible for collection of Bids (including Bids using the UPI Mechanism) from the Syndicate ASBA Bidders bidding through any Member of the Syndicate or their respective Sub-Syndicate Members (other than Bids submitted by the ASBA Bidders directly submitted to the SCSBs an SCSB or Bids collected by Registered Brokers at or RTAs or CDPs) and only the Broker Centres, CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations or the Bids submitted by BRLMs shall be responsible for instructing the Anchor Investors to deposit the BRLMs), only at Bid Amount in the Specified Locations, as applicableEscrow Account, in the manner specified in this Agreement, the SEBI ICDR Regulations, the Offer DocumentsRed ▇▇▇▇▇▇▇ Prospectus, the Prospectus, the Preliminary Offering Memorandum, the Offering Memorandum, the terms of the Bid cum Application Form, the Allotment Advice and any other Applicable Laws Law and instructions issued jointly by the BRLMs and the Registrar to the Offer. Provided that in the event of any failure of Bids on account of any non-bidding, error, fraud or malpractice by the relevant SCSB with whom such Syndicate ASBA Bid was submitted, deposited or forwarded by the Members of the Syndicate, the Member of the Syndicate shall not be liable and the relevant SCSB shall be responsible for the sameRegistrar;
(ii) it shall follow all instructions issued by the BRLMs and the Registrar to the Offer, in accordance with Applicable Law and this Agreement, in dealing with the Bid cum Application Forms including with respect to (a) the Bids submitted by QIBs (including Anchor Investors which shall be in accordance with Clause 3.5 below) and (b) the Bids submitted through their respective Sub-Syndicate Members, as applicable, at Specified Locations;
(iii) all Bids (other than Bids by UPI Bidders) shall be submitted to an SCSB for uploading and blocking of the funds and uploading on the electronic bidding platform of the Stock Exchanges;
(iv) any Bids submitted by the Syndicate/ their respective Sub-Syndicate Members to an SCSB shall be made on a special Bid cum Application Form and the heading/ watermark “Syndicate ASBA” must be used by the Syndicate/ Sub-Syndicate Member along with the SM Code and Broker Code mentioned on such special Bid cum Application Form to be eligible for brokerage on Allotment. However, any such special Bid cum Application Forms used for Bids by UPI Bidders shall not be eligible for brokerage;
(v) it agrees and acknowledges that the Bids by Anchor Investors shall be submitted at the select offices of the BRLMs and shall not be collected by the Syndicate Members;
(viiii) it shall procure follow all instructions issued by the BRLMs and the Registrar in dealing with the Bid cum Application Forms from ASBA Bidders bidding through (including with respect to the Bids submitted to any Member of the Syndicate Syndicate) or their its respective Sub-Syndicate Members, as applicable, only syndicate Members at the Specified Locations, if any;
(vii) it shall accept Bids from Bidders (other than Anchor Investors) only through ASBA process in terms of the SEBI Process Circulars. Bids through any other modes (other than Bids submitted by Anchor Investors) shall be treated as invalid and be rejected. If it accepts any Bids through modes other than ASBA process (other than Bids submitted by Anchor Investors), it shall be solely responsible for any consequences arising as a result of accepting such Bid and for resolving any investor grievances arising as a result thereof;
(viiiiv) it shall not register/upload any Bid without first accepting the duly filled Bid cum Application Form in writing (including via facsimile), electronic means) from the Bidder, whether in India or abroad; it shall be responsible for the completion and accuracy of all details (including the correct UPI ID for Bids by UPI Bidders) to be entered into the online electronic bidding system of the Stock Exchanges based on the filled filled-in Bid cum Application Form received by it it, including the correct UPI ID of the UPI Bidders relevant Bidder (as applicable) and, subject to Clause 2.42.3, shall be responsible for any default, mistake or error in the Bid details uploaded by it or subsequent corrections including the UPI related details (as applicable) if such default, mistake or error are solely attributable to it and in resolving investor grievances arising from such errors, if such errors are solely attributable to it; it shall ensure that the required documents are attached to the Bid cum Application Form prior to uploading any Bid including Bids by UPI BiddersBid, and it shall ensure that such Bids are uploaded on the online electronic bidding systems of the Stock Exchanges on a regular basis during the Bid/ Offer Period in compliance with the SEBI ICDR Regulations and SEBI Process CircularRegulations, and within such time as permitted by the Stock Exchanges and the SEBI ICDR Regulations; it shall forward a schedule in the format prescribed under the UPI SEBI Circulars (containing certain information, including the application number and the amount) along with the Bid cum Application Form (carrying its identification mark), in case of Bids other than Bids by UPI Bidders under the using UPI Mechanism, ) to the branch of the respective SCSBs for blocking of funds, within such time as permitted by of the Stock Exchanges relevant Syndicate ASBA Bidders in accordance with the timelines and Applicable Law or within such other timeline as prescribed the mechanism specified under the UPI Circulars;
(ix) it shall, after uploading the Bid, affix a stamp and give an acknowledgment, either by way of a counterfoil or specifying the application number to the Bidder as proof of having accepted the Bid cum Application Form in physical or electronic form, respectively, in accordance with Applicable Law. Further, it shall retain the physical Bid cum Application Forms submitted by UPI Bidders using UPI as a payment mechanism for a period of six months or such other period as may be prescribed, and shall thereafter forward such forms to the Company / Registrar; and shall maintain electronic records related to electronic Bid cum Application Forms submitted by such UPI Bidders for a minimum period of three years or such other period as may be prescribed under Applicable Law;
(x) it will enter each Bid and UPI ID (if applicable) option into the electronic bidding system as a separate Bid within the timelines prescribed by SEBI and generate a transaction registration slip for each price and demand option and give the same to the Bidder on request;
(xi) it shall accept and upload Bids by ASBA Bidders only during the Bid/ Offer Period. In case of Anchor Investors, the BRLMs shall accept Bids only during the Anchor Investor Bid/ Offer Period as applicable and as specified in the Red ▇▇▇▇▇▇▇ Prospectus and in accordance with the Applicable Laws;
(xii) at the end of each day during the Bid/ Offer Period, the demand for the Equity Shares (excluding the allocation made to the Anchor Investors during the Anchor Investor Bid/ Offer Period) and the Bid prices shall be displayed on an online graphical display at its Bidding terminals, for information to the public;
(xiii) it agrees that Anchor Investors shall upload/submit their Bids only through the BRLMs or their Affiliates. No other Member of the Syndicate shall solicit orders or collect Bids from any Anchor Investors. It agrees that the Members of the Syndicate (only in the Specified Locations) have the right to accept or reject Bids by QIBs (other than Anchor Investors). Further, Bids from QIBs can also be rejected, by the Company in consultation with the BRLMs, on technical grounds or such grounds as described in the Offer Documents, in compliance with Applicable Law. Bids from Non-Institutional Bidders, Retail Individual Bidders and UPI Bidders can be rejected on technical grounds only as described in the Offer Documents, in compliance with Applicable Law. It shall not accept any Bids (other than from Anchor Investors and Bids using the UPI mechanism)that are not made through the ASBA process and shall be treated as invalid and liable to be rejected. UPI Bidders using UPI Mechanism, may also submit their ASBA Forms with the Registered Brokers, RTA or Depository Participants;
(xiv) no Member of the Syndicate shall accept any Bids from any Overseas Corporate Body;
(xv) it shall procure ASBA Forms from Syndicate ASBA Bidders only at the Specified Locations;
(xvi) it shall ensure availability of adequate infrastructure and other facilities for Bidding, and that at least one of the members of the Syndicate shall be present at the Specified Locations so that there is least one electronically linked computer terminal, for the purpose of Bidding and for data entry of the Bids in a timely manner at all the Specified Locations;
(xvii) except in relation to the Bids received from Anchor Investors, Bids and any revisions in Bids will be accepted only between 10.00 a.m. and 5.00 p.m. (Indian Standard Time) during the Bid/ Offer Period at the Specified Locations (except on Bid/ Offer Closing Date, which for QIBs may be one Working Day prior to the Bid/ Offer Closing Date for other categories of Bidders). On the Bid/ Offer Closing Date, Bids and any revisions in Bids will only be accepted between 10.00 a.m. (Indian Standard Time) and 3.00 p.m. (Indian Standard Time). On the Bid/ Offer Closing Date Bids shall be uploaded until (i) 4.00 p.m. (Indian Standard Time) in case of Bids by QIBs and Non-Institutional Investors; and (ii) until 5.00 p.m. (Indian Standard Time) or such extended time as permitted by the Stock Exchanges, in case of Bids by Retail Individual Bidders after taking into account the total number of applications received up to the closure of timings and reported by the BRLMs to the Stock Exchanges. Bids will be accepted only on Working Days. The Company, in consultation with the Book Running Lead Managers may consider closing the Bid / Offer Period for QIBs one day prior to the Bid / Offer Closing Date in accordance with the SEBI ICDR Regulations. Any revision in the uploading time instructed by the Stock Exchanges shall be communicated to the Sub-Syndicate Members who in turn shall communicate such revision to their agents. It is clarified that Bids not uploaded on the electronic bidding system would be considered rejected. Bids by ASBA Bidders shall be uploaded in the electronic system to be provided by the Stock Exchanges by Designated Intermediaries in case of any discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical or electronic ASBA Form, for a particular Bidder, the details of the Bid file received from Stock Exchanges may be taken as final data for the purposes of Allotment;
(xviii) it shall ensure that its Sub-Syndicate Members shall, as applicable and in accordance with the UPI Circulars, enter the following details of an ASBA Bidder who submits an ASBA Bid at the Specified Locations in the electronic bidding system: (a) symbol; (b) intermediary code; (c) intermediary name; (d) location code; (e) name of the bidder; (f) name of the bank; (g) bank code; (h) category – individual, corporate, QIB, eligible NRI, etc.; (i) PAN (of the sole/first Bidder); (j) number of Equity Shares Bid for; (k) price per Equity Share; (l) Bid cum Application Form number; (m) DP ID and Client ID; (n) quantity; (o) amount; (p) order number; (q) depository of the beneficiary account of the Bidder; and (r) UPI ID. For Anchor Investors, the BRLMs shall enter details of the respective Anchor Investor Bid Amount as well as the payment reference;
(xix) it and its Sub-Syndicate Members, if any, shall undertake necessary modifications of select fields in the Bid details, already uploaded by it during the Bid/Offer Period, in compliance with Applicable Law, including the UPI Circulars and the Exchange Circulars;
(xx) it shall provide the identification numbers (terminal IDs) of all Specified Locations and those of its Sub-Syndicate Members, if any, to the Registrar to the Offer together with such other information that may be necessary to enable the Registrar to the Offer to keep a record of the bidding at each such bidding center at the end of each day during the Bid/ Offer Period;
(xxi) it shall register and upload the Bids received by it and its Sub-Syndicate Members, onto the electronic bidding system as soon as practicable on the same Working Day on which the Bids are received (subject to the Stock Exchanges permitting such upload on the same Working Day). The BRLMs will instruct the Anchor Investors to deposit their Bid Amounts into the Escrow Accounts of the Company maintained with the designated Escrow Collection Banks for Anchor Investors, on the same day on which the Bid was received or any other period as agreed with the BRLMs in consultation with the Registrar to the Offer within the time period prescribed under the SEBI ICDR Regulations and other Applicable Law, and for the remaining Bid Amount (in cases where the Anchor Investor Allocation Price is lower than the Offer Price), on or prior to the Anchor Investor Pay-in Date; and it acknowledges that if the relevant Bid Amounts are not deposited within the time period stipulated herein, then such Bids are liable to be rejected;
(xxii) the Members of the Syndicate or any of their Sub-Syndicate Members shall enter details of a Bidder in the electronic bidding system as specified in the Red ▇▇▇▇▇▇▇ Prospectus, the Preliminary Offering Memorandum, the SEBI ICDR Regulations and any circular issued by the SEBI from time to time;
(xxiii) it shall ensure that all records of the Bids including the ASBA Forms (submitted by the Syndicate ASBA Bidders), together with supporting documents, are maintained and forwarded to the SCSBs, except in relation to Bids from UPI Bidders, within the time periods specified by the Stock Exchanges or the SEBI ICDR Regulations, the SEBI Process Circulars or UPI Circulars;
(xxiv) except for UPI Bidders, it shall ensure that it has affixed its stamp on each Bid cum Application Form forwarded by it to SCSBs or Escrow Collection Banks or the Registrar, as applicable, under “Broker’s/ SCSB Branch’s Stamp / RTA /CDP” (as applicable) as an acknowledgement of upload of the Bid in the electronic bidding system of the Stock Exchanges; Bid cum Application Forms (except electronic Bid cum Application Forms) that do not bear such stamp are liable to be rejected. It is however clarified that Bids by Anchor Investors do not get uploaded on electronic bidding system of the Stock Exchanges on the Anchor Investor Bidding DateBid/Offer Period;
(xxv) in relation to the Bids procured from Anchor Investors, the BRLMs shall be responsible for providing a schedule (including application number, payment instrument number/ RTGS / NEFT/ UTR control number and Bid Amount paid by Anchor Investors) to the Escrow Collection Bank during the Anchor Investor Bid/ Offer Period or any other period as agreed among the BRLMs in consultation with the Registrar to the Offer;
(xxvi) it shall provide the Registrar to the Offer with a daily record, with a separate section for each of its bidding centers and those of its Sub-Syndicate Members, details relating to the Bid cum Application Forms received from the Bidders, details regarding registration of the Bids and Bid Amounts (other than Bids collected by SCSBs, CDPs, RTAs and Registered Brokers). This record (except Bids by Anchor Investors, and Bids by UPI Bidders using the UPI mechanism) shall be made available to the Registrar no later than 5 p.m. IST on any given day, or any such time permissible under Applicable Law, as agreed w
Appears in 1 contract
Sources: Syndicate Agreement
RESPONSIBILITIES OF THE MEMBERS OF THE SYNDICATE.
3.1 Each Member of The Parties acknowledge that pursuant to SEBI ICDR Regulations and the Syndicate herebySEBI Process Circulars, severally all Bidders (other than Anchor Investors) are required to mandatorily submit their Bids and not jointly, represents and warrants to the Company, each of the Selling Shareholders and to the other Parties, in relation to the Offer, that (a) it is an intermediary registered with SEBI and has a valid SEBI registration certificate for acting as a Member of the Syndicate (“Registration Certificate”) and has not been debarred or prohibited from acting as an intermediary by SEBI; and participate in the event of withdrawal or cancellation of their Registration Certificate, such Member of Offer through the ASBA process and all Syndicate shall promptly inform ASBA Bidders that are UPI Bidders are required to mandatorily Bid through the fact of such withdrawal or cancellation to other Parties; and (b) this Agreement has been duly authorized, executed and delivered by it, and is a valid and legally binding obligation of such Member of the Syndicate in accordance with the terms of this AgreementUPI Mechanism.
3.2 Subject to Clauses 3.3, 3.4 and Clause 3.5 below, each of the Members members of the Syndicate shall have the following responsibilities and obligations in relation to the Offer, and each Member member of the Syndicate hereby severally (and not jointly, or jointly and severally) represents, warrants, agrees, covenants and undertakes to the Company, the Selling Shareholders and other Members members of the Syndicate Syndicate, on behalf of itself, and to the extent relevant, its respective Sub-Sub- Syndicate Members thatMembers:
(i) it, or the respective Sub-Syndicate Member appointed by it, shall be responsible for collection of Bids (including Bids using the UPI Mechanism) from the Syndicate ASBA Bidders bidding through any Member of and the Syndicate or their respective Sub-Syndicate Members (other than Bids directly submitted to the SCSBs or Bids collected by Registered Brokers at the Broker Centres, CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations or the Bids submitted by BRLMs shall be responsible for instructing the Anchor Investors to deposit Bid Amount in the BRLMs), only at the Specified Locations, as applicable, Escrow Account in the manner specified in this Agreement, the SEBI ICDR RegulationsRegulations and any other Applicable Law, the Offer DocumentsRed ▇▇▇▇▇▇▇ Prospectus, the terms of Prospectus, the Preliminary Offering Memorandum, the Offering Memorandum, Bid cum Application Form, other Applicable Laws and instructions issued jointly by the BRLMs Form and the Registrar to the OfferAllotment Advice as applicable. Provided however that in the event of any failure of Bids on account of any non-bidding, error, fraud or malpractice by the relevant SCSB with whom such Syndicate syndicate ASBA Bid was submitted, deposited or forwarded by the Members of the Syndicate, the Member of the Syndicate Members shall not be liable and the relevant SCSB shall be responsible for the sameliable;
(ii) it shall follow all instructions issued by the BRLMs and the Registrar to the Offer, in accordance with Applicable Law and this Agreement, in dealing with the Bid cum Application Forms including with respect to (a) the Bids submitted by QIBs (including Anchor Investors which shall be in accordance with Clause 3.5 below) and (b) the Bids submitted through their respective Sub-Syndicate Members, as applicable, at Specified Locations;
(iii) all Bids (other than Bids by UPI Bidders) shall be submitted to an SCSB for uploading and blocking of the funds and uploading on the electronic bidding platform of the Stock Exchanges;
(iviii) any Bids submitted by the Syndicate/ their respective Sub-Syndicate Members to an SCSB shall be made on a special Bid cum Application Form and the heading/ watermark “Syndicate ASBA” must be used by the Syndicate/ Sub-Syndicate Member along with the SM Code and Broker Code mentioned on such special Bid cum Application Form to be eligible for brokerage on Allotment. However, any such special Bid cum Application Forms used for Bids by UPI Bidders shall not be eligible for brokerage;
(iv) it shall follow and ensure compliance with Circular No. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, Exchange Circulars under which (a) ASBA Forms shall be processed only after the application monies are blocked in the Bidder’s bank accounts; and (b) Stock Exchanges shall accept the ASBA Forms in their electronic building platforms only with a mandatory confirmation on the application monies blocked.
(v) In accordance with the SEBI circular number SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, no bid made using UPI shall be considered as valid unless the mandate request for the blocking of funds has been accepted and Bid amounts corresponding to the Bid have been blocked in the respective account of the Bidder.
(vi) it agrees and acknowledges that the Bids by Anchor Investors shall be submitted at the select offices of the BRLMs and shall not be collected by the Syndicate Members;
(vi) it shall procure Bid cum Application Forms from ASBA Bidders bidding through any Member of the Syndicate or their respective Sub-Syndicate Members, as applicable, only at the Specified LocationsMember;
(vii) it shall accept follow all instructions issued by the BRLMs and the Registrar in dealing with the Bid cum Application Forms (including with respect to Bids from Bidders (other than Anchor Investorsby the Syndicate ASBA Bidders) only through ASBA process in terms of the SEBI Process Circulars. Bids through any other modes (other than Bids submitted procured by Anchor Investors) shall be treated as invalid and be rejected. If it accepts any Bids through modes other than ASBA process (other than Bids submitted by Anchor Investors)or its respective Sub-Syndicate Members, it shall be solely responsible for any consequences arising as a result of accepting such Bid and for resolving any investor grievances arising as a result thereofif any, at Specified Locations;
(viii) it shall not register/upload any Bid without first accepting the duly filled Bid cum Application Form in writing (including via facsimile), from the Bidder, whether in India or abroad; it shall be responsible for the completion and accuracy of all details (including the correct UPI ID for Bids by UPI Bidders) to be entered into the electronic bidding system of the Stock Exchanges based on the filled filled-in Bid cum Application Form received by it including the correct UPI ID of the UPI Bidders Bidder and, subject to Clause 2.42.3, shall be responsible for any default, mistake or error in the Bid details uploaded by it or subsequent corrections including the UPI related details (as applicable) if such default, mistake or error are solely attributable to it and in resolving investor grievances arising from such errors, if such errors are solely attributable to it; it shall ensure that the required documents are attached to the Bid cum Application Form prior to uploading uploading/submitting any Bid including Bids by UPI BiddersBid, and it shall ensure that such Bids and UPI IDs (as applicable) are uploaded on the electronic bidding systems of the Stock Exchanges on a regular basis during the Bid/ Offer Period in compliance with the SEBI ICDR Regulations and SEBI Process CircularRegulations, and within such time as permitted by the Stock Exchanges and the SEBI ICDR Regulations; it shall forward a schedule in the format prescribed under the UPI Circulars along with the Bid cum Application Form (carrying its identification markmark irrespective of the terminal from which the Bid has been uploaded), other than Bids by UPI Bidders under the UPI Mechanism, to the branch of the respective SCSBs for blocking of fundsfunds of the relevant Syndicate ASBA Bidders, within such time as permitted by the Stock Exchanges and Applicable Law or within such other timeline as prescribed under the UPI CircularsLaw;
(ix) it shall, after uploading the Bid, affix a stamp and shall give an acknowledgment, either by way of a counterfoil acknowledgment or specifying specify the application number to the Bidder as proof of having accepted the Bid cum Application Form in physical or electronic form, respectively, in accordance with Applicable Law. Further, it shall retain the physical Bid cum Application Forms submitted by UPI Bidders using UPI as a payment mechanism for a period of six months or such other period as may be prescribed, and shall thereafter forward such forms to the Company / Company/ Registrar; and shall maintain electronic records related to electronic Bid cum Application Forms submitted by such UPI Bidders for a minimum period of three years or such other period as may be prescribed under Applicable Law;
(x) it will enter each Bid option and UPI ID (if applicable) option into the electronic bidding system as a separate Bid within the timelines prescribed by SEBI and generate a transaction registration slip an Acknowledgement Slip for each price and demand option and give such Acknowledgement Slip to the same Bidder. It shall also furnish an Acknowledgement Slip to the Bidder on request;
(xi) it shall accept and upload Bids by ASBA Bidders only during the Bid/ Bid/Offer Period. The members of the Syndicate shall indicate any revision in Price Band or change in Bid/Offer Period on the relevant website and the terminals of the members of the Syndicate, pursuant to any public notice that may be released by the Company in this regard. In case of Anchor Investors, the BRLMs shall accept Bids only during on the Anchor Investor Bid/ Offer Period as applicable and as specified in the Red ▇▇▇▇▇▇▇ Prospectus and in accordance with the Applicable LawsBidding Date;
(xii) at the end of each day during the Bid/ Bid/Offer Period, the demand for the Equity Shares (excluding the allocation made to the Anchor Investors during on the Anchor Investor Bid/ Offer PeriodBidding Date) and the Bid prices shall be displayed on an online graphical display at its Bidding terminals, for information to the public;
(xiii) it agrees that Anchor Investors shall upload/submit their Bids only through the BRLMs or their AffiliatesBRLMs. No other Member member of the Syndicate shall solicit orders or collect Bids from any Anchor Investors. It agrees that the Members members of the Syndicate (only in the Specified Locations) have the right to accept or reject Bids by QIBs (other than Anchor Investors). Further, Bids from QIBs can also be rejected, rejected by the Company and the Selling Shareholders, in consultation with the BRLMs, BRLMs on technical grounds or such grounds as described in the Offer Documents, in compliance with Applicable Law. However, such rejection shall be made at the time of receiving the Bid and only after assigning a reason for such rejection in writing. Bids from Non-Institutional Bidders, Bidders and Retail Individual Bidders and UPI Bidders can be rejected on technical grounds only as described in the Offer Documents, in compliance with Applicable Lawonly. It shall not accept any Bids (other than from Anchor Investors and Bids using the UPI mechanism)that Investors) that are not made through the ASBA process and shall be treated as invalid and liable to be rejectedprocess. UPI Bidders using UPI Mechanismmechanism, may also submit their ASBA Forms with the Registered Brokers, RTA or Depository Participants;
(xiv) no Member member of the Syndicate shall accept any Bids from any Overseas Corporate Body;
(xv) it shall procure ASBA Forms from Syndicate ASBA Bidders only at the Specified Locations;
(xvi) it shall ensure the availability of adequate infrastructure and other facilities for Biddingfacilities, and that including at least one of the members of the Syndicate shall be present at the Specified Locations so that there is least one electronically linked computer terminal, terminal at all the Specified Locations is available for the purpose of Bidding and for data entry of the Bids in a timely manner at all the Specified Locationsmanner;
(xvii) except in relation to the Bids received from Anchor Investors, Bids and any revisions in Bids will be accepted only between 10.00 10:00 a.m. IST and 5.00 5:00 p.m. (Indian Standard Time) IST during the Bid/ Bid/Offer Period at Period. Subject to applicable law, on the Specified Locations (except on Bid/ Offer Closing Date, which for QIBs may be one Working Day prior to the Bid/ Offer Closing Date for other categories of Bidders). On the Bid/ Bid/Offer Closing Date, Bids and any revisions in Bids will only be accepted between 10.00 10:00 a.m. (Indian Standard Time) IST and 3.00 3:00 p.m. (Indian Standard Time). On the Bid/ Offer Closing Date Bids shall be IST and uploaded until (i) 4.00 5:00 p.m. (Indian Standard Time) in case of Bids by QIBs and Non-Institutional Investors; and (ii) until 5.00 p.m. (Indian Standard Time) IST or such extended time as permitted by the Stock Exchanges, in case of Bids by Retail Individual Bidders , after taking into account the total number of applications received up to the closure of timings and reported by the BRLMs to the Stock Exchanges. Bids will be accepted only on Working Days. The CompanyCompany and the Selling Shareholders may, in consultation with the Book Running Lead Managers may BRLMs, consider closing the Bid / Offer Period for QIBs one day prior to the Bid / Offer Closing Date in accordance with the SEBI ICDR Regulations. Bids will be accepted only on Working Days. On the Bid/ Offer Closing Date, extension of time may be granted by the Stock Exchanges only for uploading Bids received from Retail Individual Bidders after taking into account the total number of Bids received up to closure of timings for acceptance of Bid cum Application Forms as stated herein and reported by the BRLMs to the Stock Exchanges within 30 minutes of such closure. Any revision in the uploading time instructed by the Stock Exchanges shall be communicated to the Sub-Syndicate Members who in turn shall communicate such revision to their agents. It is clarified that Bids not uploaded on the electronic bidding system would be considered rejected. Bids by ASBA Bidders shall be uploaded in the electronic system to be provided by the Stock Exchanges by for the Designated Intermediaries Intermediaries; in case of any discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical or electronic ASBA Form, for a particular Bidder, the details of the Bid file received from Stock Exchanges may be taken as final data for the purposes of Allotment;.
(xviii) it shall ensure that its Sub-Syndicate Members shall, as applicable and in accordance with the UPI Circulars, enter the following details of an ASBA Bidder who submits an ASBA Bid at the Specified Locations in the electronic bidding system: (a) symbol; (b) intermediary code; (c) intermediary name; (d) location code; (e) name of the bidder; (f) name of the bank; (g) bank code; (h) category – individual, corporate, QIB, eligible NRI, etc.; (i) PAN (of the sole/first Bidder); (j) number of Equity Shares Bid for; (k) price per Equity Share; (l) Bid cum Application Form number; (m) DP ID and Client ID; (n) quantity; (o) amount; (p) order number; (q) depository of the beneficiary account of the Bidder; and (r) UPI ID. For Anchor Investors, the BRLMs shall enter details of the respective Anchor Investor Bid Amount as well as the payment reference;
(xix) it and its Sub-Syndicate Members, if any, shall undertake necessary modifications of select fields in the Bid details, already uploaded by it during the Bid/Offer Period, in compliance with Applicable Law, including the UPI Circulars and the Exchange Circulars;
(xx) it shall provide the identification numbers (terminal IDs) of all Specified Locations and those of its Sub-Syndicate Members, if any, to the Registrar to the Offer together with such other information that may be necessary to enable the Registrar to the Offer to keep a record of the bidding at each such bidding center at the end of each day during the Bid/ Offer Period;
(xxi) it shall register and upload the Bids received by it and its Sub-Syndicate Members, onto the electronic bidding system as soon as practicable on the same Working Day on which the Bids are received (subject to the Stock Exchanges permitting such upload on the same Working Day). The BRLMs will instruct the Anchor Investors to deposit their Bid Amounts into the Escrow Accounts of the Company maintained with the designated Escrow Collection Banks for Anchor Investors, on the same day on which the Bid was received or any other period as agreed with the BRLMs in consultation with the Registrar to the Offer within the time period prescribed under the SEBI ICDR Regulations and other Applicable Law, and for the remaining Bid Amount (in cases where the Anchor Investor Allocation Price is lower than the Offer Price), on or prior to the Anchor Investor Pay-in Date; and it acknowledges that if the relevant Bid Amounts are not deposited within the time period stipulated herein, then such Bids are liable to be rejected;
(xxii) the Members of the Syndicate or any of their Sub-Syndicate Members shall enter details of a Bidder in the electronic bidding system as specified in the Red ▇▇▇▇▇▇▇ Prospectus, the Preliminary Offering Memorandum, the SEBI ICDR Regulations and any circular issued by the SEBI from time to time;
(xxiii) it shall ensure that all records of the Bids including the ASBA Forms (submitted by the Syndicate ASBA Bidders), together with supporting documents, are maintained and forwarded to the SCSBs, except in relation to Bids from UPI Bidders, within the time periods specified by the Stock Exchanges or the SEBI ICDR Regulations, the SEBI Process Circulars or UPI Circulars;
(xxiv) except for UPI Bidders, it shall ensure that it has affixed its stamp on each Bid cum Application Form forwarded by it to SCSBs or Escrow Collection Banks or the Registrar, as applicable, under “Broker’s/ SCSB Branch’s Stamp / RTA /CDP” (as applicable) as an acknowledgement of upload of the Bid in the electronic bidding system of the Stock Exchanges; Bid cum Application Forms (except electronic Bid cum Application Forms) that do not bear such stamp are liable to be rejected. It is however clarified that Bids by Anchor Investors do not get uploaded on electronic bidding system of the Stock Exchanges on the Anchor Investor Bidding Date;
(xxv) in relation to the Bids procured from Anchor Investors, the BRLMs shall be responsible for providing a schedule (including application number, payment instrument number/ RTGS / NEFT/ UTR control number and Bid Amount paid by Anchor Investors) to the Escrow Collection Bank during the Anchor Investor Bid/ Offer Period or any other period as agreed among the BRLMs in consultation with the Registrar to the Offer;
(xxvi) it shall provide the Registrar to the Offer with a daily record, with a separate section for each of its bidding centers and those of its Sub-Syndicate Members, details relating to the Bid cum Application Forms received from the Bidders, details regarding registration of the Bids and Bid Amounts (other than Bids collected by SCSBs, CDPs, RTAs and Registered Brokers). This record (except Bids by Anchor Investors, and Bids by UPI Bidders using the UPI mechanism) shall be made available to the Registrar no later than 5 p.m. IST on any given day, or any such time permissible under Applicable Law, as agreed w
Appears in 1 contract
Sources: Syndicate Agreement
RESPONSIBILITIES OF THE MEMBERS OF THE SYNDICATE.
3.1 Each Member of The Parties acknowledge that pursuant to SEBI ICDR Regulations, the SEBI Process Circulars and UPI Circulars, all ASBA Bidders are required to mandatorily submit their Bids and participate in the Offer through the ASBA process and all Syndicate hereby, severally and not jointly, represents and warrants ASBA Bidders that are UPI Bidders are required to mandatorily Bid through the Company, each of the Selling Shareholders and to the other Parties, in relation to the Offer, that (a) it is an intermediary registered with SEBI and has a valid SEBI registration certificate for acting as a Member of the Syndicate (“Registration Certificate”) and UPI Mechanism. Any UPI Bidder whose Bid has not been debarred or prohibited from acting as an intermediary by SEBI; and in considered for Allotment, due to failures on the event of withdrawal or cancellation of their Registration Certificate, such Member part of the Syndicate shall promptly inform SCSB may seek redressal from the fact concerned SCSB within three months of such withdrawal or cancellation to other Parties; and (b) this Agreement has been duly authorized, executed and delivered by it, and is a valid and legally binding obligation of such Member listing of the Syndicate Equity Shares in accordance with the terms of this AgreementSEBI ICDR Master Circular read with June 2021 Circular and SEBI circular no. SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, SEBI master circular number SEBI/HO/CFD/PoD-2/P/CIR/2023/00094 dated June 21, 2023, and SEBI circular SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023.
3.2 Subject to Clauses 3.3, 3.4 and 3.5 below, each of the Members Member of the Syndicate shall have the following responsibilities and obligations in relation to the Offer, and each Member of the Syndicate hereby severally (and not jointly, or jointly and severally) represents, warrants, agrees, covenants covenants, and undertakes to the Company, each of the Promoter Selling Shareholders and Shareholders, to the other Members of the Syndicate on behalf of itself, and to the extent relevant, its respective Sub-Sub- Syndicate Members thatMembers:
(i) it, or the respective Sub-Syndicate Member Members appointed by it, shall be responsible for collection of Bids (including Bids using the UPI Mechanism) from the Syndicate ASBA Bidders bidding through any Member of the Syndicate or their respective Sub-Syndicate Members (other than Bids submitted by the ASBA Bidders directly submitted to the SCSBs an SCSB or Bids collected by Registered Brokers at or RTA or CDPs) and only the Broker Centres, CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations or the Bids submitted by BRLM shall be responsible for instructing the Anchor Investors to the BRLMs), only at the Specified Locations, as applicable, in the manner specified in this Agreement, the SEBI ICDR RegulationsRegulations and any other Applicable Law, the Offer DocumentsRed ▇▇▇▇▇▇▇ Prospectus, the terms of the Prospectus, Bid cum Application Form, other Applicable Laws Form and the Allotment Advice as applicable and instructions issued jointly by the BRLMs and the Registrar to the Offer. Provided that in the event of any failure of Bids on account of any non-bidding, error, fraud or malpractice by the relevant SCSB with whom such Syndicate ASBA Bid was submitted, deposited or forwarded by the Members of the Syndicate, the Member of the Syndicate shall not be liable and the relevant SCSB shall be responsible for the sametheOffer;
(ii) it shall follow all instructions issued by the BRLMs and the Registrar to the Offer, in accordance with Applicable Law and this Agreement, in dealing with the Bid cum Application Forms including with respect to (a) the Bids submitted by QIBs (including Anchor Investors which shall be in accordance with Clause 3.5 below) and (b) the Bids submitted through their respective Sub-Syndicate Members, as applicable, at Specified Locations;
(iii) all Bids (other than Bids by UPI Bidders) shall be submitted to an SCSB for uploading and blocking of the funds and uploading on the electronic bidding platform of the Stock Exchanges;
(iv) any Bids submitted by the Syndicate/ their respective Sub-Syndicate Members to an SCSB shall be made on a special Bid cum Application Form and the heading/ watermark “Syndicate ASBA” must be used by the Syndicate/ Sub-Syndicate Member Members along with the SM Code syndicate member code and Broker Code broker code mentioned on such special Bid cum Application Form to be eligible for brokerage on Allotment. However, any such special Bid cum Application Forms used for Bids by UPI Bidders shall not be eligible for brokerage;
(viii) it agrees shall follow all instructions issued by the BRLM and acknowledges that the Registrar in dealing with the Bid cum Application Forms (including with respect to Bids by the Syndicate ASBA Bidders and the Anchor Investors) procured by it or its respective Sub-Syndicate Members, if any, at Specified Locations. Bids through any other modes by any Bidder (except Bids by Anchor Investors which shall only be submitted at the select offices of the BRLMs and shall not be collected by the Syndicate Members;
(vi) it shall procure Bid cum Application Forms from ASBA Bidders bidding through any Member of the Syndicate or their respective Sub-Syndicate Members, as applicable, only at the Specified Locations;
(vii) it shall accept Bids from Bidders (other than Anchor Investors) only through ASBA process in terms of the SEBI Process Circulars. Bids through any other modes (other than Bids submitted by Anchor InvestorsBRLM) shall be treated as invalid and be rejected. If rejected and it accepts any Bids through modes other than ASBA process (other than Bids submitted by Anchor Investors), it shall be solely responsible for any consequences arising will not accept Bid cum Application Forms from UPI Bidders that do not use UPI as a result of accepting such Bid and for resolving any investor grievances arising as a result thereofpayment mechanism in accordance with the UPI Mechanism under the UPI Circulars;
(viiiiv) it shall not register/upload any Bid without first accepting the duly filled Bid cum Application Form in writing (including via facsimile), from the Bidder, whether in India or abroad; ;
v) it shall be responsible for the completion and accuracy of all details (including the correct UPI ID for Bids by UPI Bidders) to be entered into the electronic bidding electronicbidding system of the Stock Exchanges based on the filled in Bid cum Application Form received by it including the correct UPI ID of the UPI Bidders relevant Bidder (as applicable) and, subject to Clause 2.42.3, shall be responsible for any default, mistake or error in the Bid details uploaded by it or subsequent corrections including the UPI related details (as applicable) if such default, mistake or error are solely attributable to it and in resolving investor grievances arising from such errors, if such errors are solely attributable to it; ;
vi) it shall ensure that the required documents are attached to the Bid cum Application Form prior to uploading uploading/ submitting any Bid including Bids by UPI BiddersBid, shall ensure the completion and accuracy of the required documents, and it shall ensure that such Bids and UPI IDs (as applicable) are uploaded on the electronic bidding systems of the Stock Exchanges on a regular basis during the Bid/ Offer Period in compliance with the SEBI ICDR Regulations and SEBI Process CircularRegulations, and within such time as permitted by the Stock Exchanges and the SEBI ICDR Regulations; ;
vii) it shall forward a schedule in the format prescribed under the UPI Circulars (containing certain information, including the application number and the amount) along with the Bid cum Application Form (carrying its identification mark), other than Bids by UPI Bidders under the UPI Mechanism, to the branch of the respective SCSBs for bidding and blocking of funds, within such time as permitted by the Stock Exchanges and Applicable Law or within such other timeline as prescribed under the UPI Circulars;Law.
(ixviii) it shall, after uploading the Bid, shall affix a stamp and give an acknowledgment, acknowledgment either by way of a counterfoil or specifying specify the application number to the Bidder as proof of having accepted the Bid cum Application Form in physical or electronic form, respectively, in accordance with Applicable Law. Further, it shall retain the physical Bid cum Application Forms submitted by UPI Bidders using UPI as a payment mechanism Mechanism for a period of six months or such other period as may be prescribed, and shall thereafter forward such forms to the Company / Company/ Registrar; and shall maintain electronic records related to electronic Bid cum Application Forms submitted by such bysuch UPI Bidders for a minimum period of three years or such other period as may be prescribed under Applicable Law;
(xix) it will enter each Bid option and UPI ID (if applicable) option into the electronic bidding system as a separate Bid within the timelines such time as may be prescribed by SEBI and generate a transaction registration slip an Acknowledgement Slip for each price and demand option and give such Acknowledgement Slip to the same Bidder. It shall also furnish an Acknowledgement Slip to the Bidder on request;
(xix) it shall accept and upload Bids by ASBA Bidders only during the Bid/ Bid/Offer Period. The Members of the Syndicate shall indicate any revision in Price Band or change in Bid/Offer Period on the relevantwebsite and the terminals of the Members of the Syndicate, pursuant to any public notice that maybe released by the Company in this regard. In case of Anchor Investors, the BRLMs BRLM shall accept Bids only during on the Anchor Investor Bid/ Bid/Offer Period as applicable and as specified in the Red ▇▇▇▇▇▇▇ Prospectus and in accordance with the Applicable LawsDate;
(xiixi) at the end of each day during the Bid/ Bid/Offer Period, the demand for the Equity Shares (excluding the allocation theallocation made to the Anchor Investors during on the Anchor Investor Bid/ Bid/Offer PeriodDate) and the Bid prices shall be displayed on an online graphical display at its Bidding terminals, for information to the public;
(xiiixii) it agrees that Anchor Investors shall upload/submit their Bids only through the BRLMs or their Affiliates. No other Member of the Syndicate shall solicit orders or collect Bids from any Anchor Investors. It agrees that the Members of the Syndicate (only in the Specified Locations) have the right to accept or reject the Bids by QIBs (other than Anchor Investors). Further, Bids from QIBs can also be rejected, rejected by the Company Company, in consultation with the BRLMs, BRLM on technical grounds or such grounds as described in the Offer theOffer Documents, in compliance with Applicable Law. Bids from Non-Institutional Bidders, Bidders and Retail Individual Bidders and UPI Bidders can be rejected on technical grounds only as described in the Offer Documents, in compliance with Applicable Lawonly. It shall not accept any Bids (other than from thanfrom Anchor Investors and Bids using the UPI mechanism)that Investors) that are not made through the ASBA process and shall be treated as invalid and liable to be rejectedprocess. UPI Bidders using UPI Mechanism, may also submit their ASBA Forms with the Registered Brokers, RTA or Depository Participants, SCSBs, CDPs or Syndicate Member (or Sub-Syndicate Members);
(xivxiii) no Member member of the Syndicate shall accept any Bids from any Overseas Corporate Body;
(xvxiv) it shall procure ASBA Forms from Syndicate ASBA Bidders only at the Specified Locations;
(xvixv) it shall ensure the availability of adequate infrastructure and other facilities for Bidding, and that at least one of the members of the Syndicate shall be present at the Specified Locations so that there is least including atleast one electronically linked computer terminal, terminal at all the Specified Locations is available for the purpose of Bidding and for data entry of the Bids in a timely manner at all the Specified Locationsmanner;
(xviixvi) except in relation to the Bids received from Anchor Investors, Bids and any revisions in Bids will be accepted only between 10.00 10:00 a.m. IST and 5.00 5:00 p.m. (Indian Standard Time) IST during the Bid/ Bid/Offer Period (except on theBid/Offer Closing Date) at the Specified Locations (except on Bid/ Offer Closing Date, which for QIBs may be one Working Day prior to the Bid/ Offer Closing Date for other categories of Bidders)Locations. On the Bid/ Bid/Offer Closing Date, Bids and any revisions in Bids will only be accepted between 10.00 10:00 a.m. (Indian Standard Time) IST and 3.00 3:00 p.m. (Indian Standard Time). On the Bid/ Offer Closing Date Bids shall be IST and uploaded until (i) 4.00 4:00 p.m. (Indian Standard Time) IST in case of Bids by QIBs and Non-Non- Institutional InvestorsBidders; and (ii) until 5.00 5:00 p.m. (Indian Standard Time) IST or such extended time as permitted by the Stock Exchanges, in case of Bids by Retail Individual Bidders UPI Bidders, after taking into takinginto account the total number of applications received up to the closure of timings and reported by the BRLMs byBRLM to the Stock Exchanges. Bids will be accepted only on Working Days. The CompanyCompany may, in consultation with the Book Running Lead Managers may BRLM, consider closing the closingthe Bid / Offer Period for QIBs one day prior to the Bid / Offer Closing Date in accordance with the SEBI ICDR Regulations. Bids will be accepted only on Working Days. Any revision in the uploading time instructed by the Stock Exchanges shall be communicated to the Sub-Sub- Syndicate Members who in turn shall communicate such revision to their agents. It is clarified that Bids not uploaded on the electronic bidding system would be considered rejected. Bids by ASBA Bidders shall be uploaded in the inthe electronic system to be provided by the Stock Exchanges by for the Designated Intermediaries Intermediaries; in case of any discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical thephysical or electronic ASBA Form, for a particular Bidder, the details of the Bid file received from Stock Exchanges may be taken as final data for the purposes of Allotment;.
(xviiixvii) it shall ensure that its Sub-Syndicate Members shall, as applicable and in accordance with the UPI Circulars, enter the following details of an ASBA Bidder who submits an ASBA Bid at the Specified Locations in the electronic bidding system: (a) symbol; (b) intermediary code; (c) intermediary name; (d) location code; (e) name of the bidder; (f) name of the bank; (g) bank code; (h) category – individual, corporate, QIB, eligible Eligible NRI, etc.; (i) PAN (of the sole/first Bidder); (j) number of Equity Shares Bid for; (k) price per Equity Share; (l) Bid cum Application Form number; (m) DP ID and Client ID; (n) quantity; (o) amount; (p) order number; and (q) depository of the beneficiary account of the Bidder; and (r) UPI ID. For Anchor Investors, the BRLMs BRLM shall enter details of the respective Anchor Investor Bid Amount as well aswell as the payment reference;
(xixxviii) it It and its Sub-Syndicate Members, if any, shall undertake necessary modifications of select fields in the Bid detailsdetails including UPI ID (as applicable), already uploaded by it during the Bid/Offer Period, Period and up to the permissible time in terms of and in compliance with Applicable Law, including the UPICirculars. It shall also be responsible for providing necessary guidance to UPI Circulars and Bidders for using the Exchange CircularsUPI Mechanism;
(xxxix) it shall provide the identification numbers (terminal IDs) of all Specified Locations its Bidding Centres and those of its Sub-Syndicate Members, if any, to the Registrar to the Offer together with such other information that may be necessary to enable the Registrar to the Offer to keep a record of the bidding at each such bidding center Bidding Centre at the end of each day during the Bid/ Bid/Offer Period;
(xxixx) it shall register and upload the Bids received by it and its Sub-Syndicate Members, onto the electronic bidding system as soon as practicable on the same Working Day on which the Bids are received (subject to the Stock Exchanges permitting such upload on the same Working Day). The BRLMs will instruct the Anchor Investors to shall deposit their Bid Amounts into the Escrow Accounts of the Company maintained with the designated Escrow Collection Banks for Anchor Investors, on the same day on which the Bid was received or any other period as agreed with the BRLMs BRLM in consultation with the Registrar to the Offer within the time period prescribed under the SEBI ICDR Regulations and other Applicable Law, and for the remaining Bid Amount (in cases where the Anchor Investor Allocation Price is lower than the Offer Price), on or prior to the Anchor Investor Pay-in Date; and it acknowledges that if the relevant Bid Amounts are not deposited within the time period stipulated herein, then such Bids are liable areliable to be rejected. It does not comply with its obligations, within the time period stipulated herein,the relevant Escrow Collection Bank(s) or SCSBs, as the case may be, on the advice of the Registrar and/or the BRLM, may not accept the relevant Bid Amounts and the Bid cum Application Forms;
(xxi) it shall not collect or deposit payment instruments drawn in favor of the Company or any other party or account, other than in favor of the designated Escrow Accounts as specified in the Bid cum Application Form, the Red ▇▇▇▇▇▇▇ Prospectus; and with respect to Bids by the Syndicate ASBA Bidders who have chosen a non-UPI payment mechanism, it shall not accept any ASBA Form without satisfying itself that the SCSB where the ASBA Account is maintained, as specified in the ASBA Form, has named at least one Designated Branch in that Specified Location in which member of the Syndicate or its Sub-Syndicate Members is accepting theASBA Form or in case the Syndicate ASBA Bidder has chosen UPI as the mode of payment, the ASBAForm contains the UPI ID for such Bidder linked to a bank account of an SCSB notified by the SEBI which is live on UPI 2.0.;
xxii) as specified in the Red ▇▇▇▇▇▇▇ Prospectus, and the SEBI ICDRRegulations, the Members of the Syndicate or any of their Sub-Syndicate Members shall enter the details of a Bidder Bidder, including UPI ID, if applicable, in the electronic bidding system as specified in the Red ▇▇▇▇▇▇▇ Prospectus, the Preliminary Offering Memorandum, the SEBI ICDR Regulations and any circular issued by the SEBI from time to timesystem;
(xxiii) it shall ensure that all records of the Bids including the ASBA Forms (submitted by the Syndicate ASBA Bidders), together with supporting documents, are maintained and forwarded to the SCSBsSCSBs for bidding and blocking, except in relation to Bids from UPI Bidders, within the time periods specified by the Stock Exchanges or the SEBI ICDR Regulations, the SEBI Process Circulars or UPI Circulars;
(; xxiv) except for UPI Biddersit acknowledges that Bids by Anchor Investors do not get uploaded on the electronic bidding system of the Stock Exchanges on the Anchor Investor Bid/Offer Date. Further, it shall ensure that it has affixed its stamp on in the main body of each Bid cum Application Form forwarded submitted by it to SCSBs or Escrow Collection Banks or the Registrar, as applicable, under “Broker’s/ SCSB Branch’s Stamp / RTA /CDP” (as applicable) as an acknowledgement of upload of the Bid in the electronic bidding system of the Stock Exchanges; a Syndicate ASBABidder. Bid cum Application Forms (except electronic Bid cum Application Forms) that do not bear such stamp stamps are liable to be rejected. It is however clarified that Bids by Anchor Investors do not get uploaded on electronic bidding system of the Stock Exchanges on the Anchor Investor Bidding Date;
(xxv) in relation to the Bids procured from Anchor Investors, the BRLMs shall be responsible for providing a schedule (including application number, payment instrument number/ RTGS / NEFT/ UTR control number and Bid Amount paid by Anchor Investors) to the Escrow Collection Bank during the Anchor Investor Bid/ Offer Period or any other period as agreed among the BRLMs in consultation with the Registrar to the Offer;
(xxvi) it shall provide the Registrar to the Offer with a daily record, with a separate section for each of its bidding centers and those of its Sub-Syndicate Members, details relating to the Bid cum Application Forms received from the Bidders, details regarding registration of the Bids and Bid Amounts (other than Bids collected by SCSBs, CDPs, RTAs and Registered Brokers). This record (except Bids by Anchor Investors, and Bids by UPI Bidders using the UPI mechanism) shall be made available to the Registrar no later than 5 p.m. IST on any given day, or any such time permissible under Applicable Law, as agreed w
Appears in 1 contract
Sources: Syndicate Agreement
RESPONSIBILITIES OF THE MEMBERS OF THE SYNDICATE. 3.1 The Parties acknowledge that pursuant to SEBI ICDR Regulations and the SEBI Process Circulars, all ASBA Bidders are required to mandatorily submit their Bids and participate in the Offer through the ASBA process and all Syndicate ASBA Bidders that are UPI Bidders are required to mandatorily Bid through the UPI Mechanism. Any Retail Individual Bidder whose Bid has not been considered for Allotment, due to failures on the part of the SCSB may seek redressal from the concerned SCSB within three months of the listing date in accordance with the circular SEBI/HO/CFD/DIL2/CIR/P/2018/22 dated February 15, 2018.
3.1 3.2 Each Member member of the Syndicate hereby, severally and not jointly, represents and warrants to the Company, Company and each of the Selling Shareholders and to the other PartiesShareholders, in relation to the Offer, that Offer that: (a) it is an intermediary registered with SEBI and has a valid SEBI registration certificate for acting as a Member of the Syndicate (“Registration Certificate”) and has not been debarred or prohibited from acting as an intermediary by SEBIcertificate; and in the event of withdrawal or cancellation of their Registration Certificate, such Member of the Syndicate shall promptly inform the fact of such withdrawal or cancellation to other Parties; and (b) this Agreement has been duly authorized, executed and delivered by it, and is a valid and legally binding obligation of such Member member of the Syndicate; and (c) it has not been debarred or prohibited from acting as an intermediary by SEBI or any other regulatory authority and in the event of withdrawal or cancellation of its registration, such member of the Syndicate in accordance with shall promptly inform the terms fact of this Agreementsuch withdrawal or cancellation to all the other Parties hereto.
3.2 3.3 Subject to Clauses 3.3, 3.4 and 3.5 Clause 3.6 below, each of the Members members of the Syndicate shall have the following responsibilities and obligations in relation to the Offer, and each Member member of the Syndicate hereby severally (and not jointly, or jointly and severally) represents, warrants, agrees, covenants and undertakes to the Company, the Selling Shareholders and other Members members of the Syndicate Syndicate, on behalf of itself, and to the extent relevant, its respective Sub-Syndicate Members thatsyndicate Members:
(i) it, or the respective Sub-Syndicate Member Members appointed by it, shall be responsible for collection of Bids (including Bids using the UPI Mechanism) from the Syndicate ASBA Bidders bidding through any Member and only the Lead Managers shall be responsible for collection of the Syndicate or their respective Sub-Syndicate Members (other than Bids directly submitted to the SCSBs or Bids collected by Registered Brokers at the Broker Centres, CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations or the Bids submitted by the Anchor Investors to the BRLMs), only at the Specified Locations, as applicable, in the manner specified in this Agreement, the SEBI ICDR RegulationsRegulations and any other Applicable Law, the Offer DocumentsRed ▇▇▇▇▇▇▇ Prospectus, the terms of Prospectus, the Preliminary Offering Memorandum, the Offering Memorandum, Bid cum Application Form, other Applicable Laws Form the Allotment Advice and instructions issued jointly by the BRLMs Lead Managers and the Registrar to the Offer. Provided that in the event of any failure of Bids on account of any non-bidding, error, fraud or malpractice by the relevant SCSB with whom such Syndicate ASBA Bid was submitted, deposited or forwarded by the Members of the Syndicate, the Member of the Syndicate shall not be liable and the relevant SCSB shall be responsible for the sameas applicable;
(ii) it shall follow all instructions issued by the BRLMs Lead Managers and the Registrar to the Offer, in accordance with Applicable Law and this Agreement, in dealing with the Bid cum Application Forms including with respect to (a) the Bids submitted by QIBs (including Anchor Investors which shall be in accordance with Clause 3.5 below) to any member of the Syndicate and (b) the Bids submitted through their respective Sub-Syndicate Members, as applicableif any, only at Specified Locations;
(iii) all Bids (other than Bids by UPI Bidders) shall be submitted to an SCSB for uploading and blocking of the funds and uploading on the electronic bidding platform of the Stock Exchanges;
(iv) any Bids submitted by the Syndicate/ their respective Sub-Syndicate Members to an SCSB shall be made on a special Bid cum Application Form and the heading/ watermark “Syndicate ASBA” must be used by the Syndicate/ Sub-Syndicate Member along with the SM Code and Broker Code mentioned on such special Bid cum Application Form to be eligible for brokerage on Allotment. However, any such special Bid cum Application Forms used for Bids by UPI Bidders shall not be eligible for brokerage;
(v) it agrees and acknowledges that the Bids by Anchor Investors shall be submitted at the select offices of the BRLMs and shall not be collected by the Syndicate Members;
(vi) it shall procure Bid cum Application Forms from ASBA Bidders bidding through any Member of the Syndicate or their respective Sub-Syndicate Members, as applicable, only at the Specified Locations;
(vii) it shall accept Bids from Bidders (other than Anchor Investors) only through ASBA process in terms of the SEBI Process Circulars. Bids through any other modes (other than Bids submitted by Anchor Investors) shall be treated as invalid and be rejected. If it accepts any Bids through modes other than ASBA process (other than Bids submitted by Anchor Investors), it shall be solely responsible for any consequences arising as a result of accepting such Bid and for resolving any investor grievances arising as a result thereof;
(viii) it shall not register/upload any Bid without first accepting the duly filled Bid cum Application Form in writing writing, (including via facsimileelectronic means), from the ASBA Bidder, whether in India or abroad; ;
(iv) it shall be responsible for the completion and accuracy of all details (including the correct UPI ID for Bids by UPI Bidders) to be entered into the electronic bidding system of the Stock Exchanges based on the filled filled-in Bid cum Application Form received by it including the correct UPI ID of the UPI Bidders Bidder and, subject to Clause 2.42.3, shall be responsible for any default, error or mistake or error in the Bid details uploaded by it or subsequent corrections including the UPI related details (as applicable) if such default, mistake or error are solely attributable to it and in resolving investor grievances arising from such errorsdefaults, mistakes or errors in the data entry, if such errors are solely attributable to it; ;
(v) it shall ensure that the required documents are attached to the Bid cum Application Form prior to uploading uploading/ submitting any Bid including Bids by UPI BiddersBid, and it shall ensure that such Bids and UPI IDs (as applicable) are uploaded on the electronic bidding systems of the Stock Exchanges on a regular basis during the Bid/ Bid / Offer Period Period, in compliance with the SEBI ICDR Regulations and Regulations, SEBI Process CircularCirculars and Applicable Law, and within such time as permitted by the Stock Exchanges Exchanges, the SEBI ICDR Regulations and the SEBI ICDR RegulationsProcess Circulars; provided that the members of the Syndicate and Sub- Syndicate Members shall not be responsible for any delay/failure in uploading the Bids, due to faults in any information technology, software or hardware or network connectivity problems or any force majeure event;
(vi) it shall forward a schedule in the format prescribed under the SEBI UPI Circulars along with the Bid cum Application Form (carrying its identification markmark irrespective of the terminal from which the Bid has been uploaded), other than Bids by UPI Syndicate ASBA Bidders under the UPI Syndicate ASBA Mechanism, to the branch of the respective SCSBs for blocking of funds, within such time as permitted by the Stock Exchanges and Applicable Law or within such other timeline as prescribed under the UPI CircularsLaw;
(ixvii) it shall, after uploading the Bid, affix a stamp and shall give an acknowledgment, either by way of a counterfoil acknowledgment or specifying specify the application number to the Bidder as proof of having accepted the Bid cum Application Form in physical or electronic form, respectively, in accordance with Applicable Law. Further, it shall retain the physical Bid cum Application Forms submitted by UPI Bidders using UPI as a payment mechanism for a period of six months or such other period as may be prescribed, and shall thereafter forward such forms to the Company / Company/ Registrar; and shall maintain electronic records related to electronic Bid cum Application Forms submitted by such UPI Bidders for a minimum period of three years or such other period as may be prescribed under Applicable Law;
(xviii) it will enter each Bid option and UPI ID (if applicable) option into the electronic bidding system as a separate Bid within the timelines such time as may be prescribed by SEBI and generate a transaction registration slip an Acknowledgement Slip for each price and demand option and give such Acknowledgement Slip to the same Bidder. It shall also furnish an Acknowledgement Slip to the Bidder on request;
(xiix) it shall register and upload the Bids received by it and its Sub-Syndicate Members, in relation thereto such as UPI ID, onto the electronic bidding system as soon as practicable on the same Working Day on which the Bids are received (subject to the Stock Exchanges permitting such upload on the same Working Day) and where the same is not possible to register and upload the Bid on the next Working Day and before the Bid/ Offer Closing Date.
(x) it shall accept and upload Bids by ASBA Bidders only during the Bid/ Bid/Offer Period. In case of Anchor Investors, the BRLMs shall accept Bids only during the Anchor Investor Bid/ Offer Period as applicable and as specified in the Red ▇▇▇▇▇▇▇ Prospectus and in accordance with Applicable Law. Bids by Anchor Investors will only be accepted by the Lead Managers and in case of Anchor Investors, the only the Lead Managers shall accept Bids only during the Anchor Investor Bid/Offer Period.
(xi) The members of the Syndicate shall indicate any revision in Price Band or change in Bid/Offer Period on the relevant website and the terminals of the members of the Syndicate, pursuant to any public notice that may be released by the Company in this regard.
(xii) it shall ensure that the “Do’s”, “Don’ts” specified in the Red ▇▇▇▇▇▇▇ Prospectus and Preliminary Offering Memorandum and “Grounds for Technical Rejection” specified in the General Information Document are addressed in any Bid cum Application Forms collected by them, including ensuring that the PAN (except for ASBA Bids on behalf of the Central or State Government, officials appointed by a court of law, Bidders residing in the state of Sikkim or Bidders who are exempt from holding a PAN under Applicable LawsLaw), DP ID and Client ID, UPI ID if applicable, of the ASBA Bidder are quoted in the Bid cum Application Form. In case of residents of Sikkim, the members of the Syndicate shall verify the veracity of the claim of the investors that they are residents of Sikkim by collecting sufficient documentary evidence in support of their address as provided in the SEBI Circular MRD/DoP/Dep/Cir-29/2004 dated August 24, 2004;
(xiixiii) at the end of each day during the Bid/ Bid/Offer Period, the demand for the Equity Shares (excluding including the allocation made to the Anchor Investors during on the Anchor Investor Bid/ Offer Bid/Period) and the Bid prices shall be displayed on an online graphical display at its Bidding terminals, for information to the public;
(xiiixiv) it agrees that Anchor Investors shall upload/submit their Bids only through the BRLMs Lead Managers or their Affiliatesrespective affiliates. No other Member member of the Syndicate shall solicit orders or collect Bids from any Anchor Investors. It agrees that the Members members of the Syndicate (only in the Specified Locations) have the right to accept or reject Bids by QIBs (other than Anchor Investors). Further, Bids from QIBs can also be rejected, by the Company rejected in consultation accordance with the BRLMsPreliminary Offering Memorandum and the Offering Memorandum, including on technical grounds or such grounds (as described set out in the Offer Documents, in compliance with Applicable Law. Bids from Non-Institutional Bidders, Retail Individual Bidders and UPI Bidders can be rejected on technical grounds only as described in the Offer Documents, in compliance with Applicable LawGeneral Information Document). It shall not accept any Bids (other than from Anchor Investors and Bids using the UPI mechanism)that Investors) that are not made through the ASBA process and shall be treated as invalid and liable to be rejectedprocess. UPI Bidders using UPI Mechanismmechanism, may also submit their ASBA Forms with the Registered Brokers, RTA or CDPs or Depository Participants;
(xivxv) no Member member of the Syndicate shall accept any Bids from any Overseas Corporate Body;
(xvxvi) it shall procure ASBA Forms from Syndicate ASBA Bidders only at the Specified Locations;
(xvixvii) it shall ensure the availability of adequate infrastructure and other facilities for Biddingfacilities, and that including at least one of the members of the Syndicate shall be present at the Specified Locations so that there is least one electronically linked computer terminal, terminal at all the Specified Locations is available for the purpose of Bidding and for data entry of the Bids in a timely manner at all the Specified Locationsmanner;
(xviixviii) except in relation to the Bids received from Anchor Investors, Bids and any revisions in Bids will be accepted only between 10.00 10:00 a.m. IST and 5.00 5:00 p.m. (Indian Standard Time) IST during the Bid/ Bid/Offer Period at the Specified Locations (except on Bid/ the Bid / Offer Closing Date, which for QIBs may be one Working Day prior to the Bid/ Offer Closing Date for other categories of Bidders). On the Bid/ Bid / Offer Closing Date, Bids and any revisions in Bids will only be accepted between 10.00 a.m. (Indian Standard Time) and 3.00 p.m. (Indian Standard Time). On the Bid/ Offer Closing Date Bids shall be uploaded until that are made through (i) 4.00 p.m. (Indian Standard Time) in case of Bids by QIBs and Non-Institutional Investors; and (ii) until 5.00 p.m. (Indian Standard Time) or such extended time as permitted by the Stock Exchanges, in case of Bids by Retail Individual Bidders after taking into account the total number of electronic applications received up to the closure of timings and reported by the BRLMs to the Stock Exchanges. Bids will be accepted only on Working Days. The Company, in consultation with the Book Running Lead Managers may consider closing the Bid / Offer Period for QIBs one day prior to the Bid / Offer Closing Date in accordance with the SEBI ICDR Regulations. Any revision in the uploading time instructed by the Stock Exchanges shall be communicated to the Sub-Syndicate Members who in turn shall communicate such revision to their agents. It is clarified that Bids not uploaded on the electronic bidding system would be considered rejected. Bids by ASBA Bidders shall be uploaded in the electronic system to be provided by the Stock Exchanges by Designated Intermediaries in case of any discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical or electronic ASBA Form, for a particular Bidder, the details of the Bid file received from Stock Exchanges may be taken as final data for the purposes of Allotment;
(xviii) it shall ensure that its Sub-Syndicate Members shall, as applicable and in accordance with the UPI Circulars, enter the following details of an ASBA Bidder who submits an ASBA Bid at the Specified Locations in the electronic bidding system: (a) symbol; (b) intermediary code; (c) intermediary name; (d) location code; (e) name of the bidder; (f) name of the bank; (g) bank code; (h) category – individual, corporate, QIB, eligible NRI, etc.; (i) PAN (of the sole/first Bidder); (j) number of Equity Shares Bid for; (k) price per Equity Share; (l) Bid cum Application Form number; (m) DP ID and Client ID; (n) quantity; (o) amount; (p) order number; (q) depository of the beneficiary account of the Bidder; and (r) UPI ID. For Anchor Investors, the BRLMs shall enter details of the respective Anchor Investor Bid Amount as well as the payment reference;
(xix) it and its Sub-Syndicate Members, if any, shall undertake necessary modifications of select fields in the Bid details, already uploaded by it during the Bid/Offer Period, in compliance with Applicable Law, including the UPI Circulars and the Exchange Circulars;
(xx) it shall provide the identification numbers (terminal IDs) of all Specified Locations and those of its Sub-Syndicate Members, if any, to the Registrar to the Offer together with such other information that may be necessary to enable the Registrar to the Offer to keep a record of the bidding at each such bidding center at the end of each day during the Bid/ Offer Period;
(xxi) it shall register and upload the Bids received by it and its Sub-Syndicate Members, onto the electronic bidding system as soon as practicable on the same Working Day on which the Bids are received (subject to the Stock Exchanges permitting such upload on the same Working Day). The BRLMs will instruct the Anchor Investors to deposit their Bid Amounts into the Escrow Accounts of the Company maintained with the designated Escrow Collection Banks for Anchor Investors, on the same day on which the Bid was received or any other period as agreed with the BRLMs in consultation with the Registrar to the Offer within the time period prescribed under the SEBI ICDR Regulations and other Applicable Law, and for the remaining Bid Amount (in cases where the Anchor Investor Allocation Price is lower than the Offer Price), on or prior to the Anchor Investor Pay-in Date; and it acknowledges that if the relevant Bid Amounts are not deposited within the time period stipulated herein, then such Bids are liable to be rejected;
(xxii) the Members of the Syndicate or any of their Sub-Syndicate Members shall enter details of a Bidder in the electronic bidding system as specified in the Red ▇▇▇▇▇▇▇ Prospectus, the Preliminary Offering Memorandum, the SEBI ICDR Regulations and any circular issued by the SEBI from time to time;
(xxiii) it shall ensure that all records of the Bids including the ASBA Forms (submitted by the Syndicate ASBA Bidders), together with supporting documents, are maintained and forwarded to the SCSBs, except in relation to Bids from UPI Bidders, within the time periods specified by the Stock Exchanges or the SEBI ICDR Regulations, the SEBI Process Circulars or UPI Circulars;
(xxiv) except for UPI Bidders, it shall ensure that it has affixed its stamp on each Bid cum Application Form forwarded by it to SCSBs or Escrow Collection Banks or the Registrar, as applicable, under “Broker’s/ SCSB Branch’s Stamp / RTA /CDP” (as applicable) as an acknowledgement of upload of the Bid in the electronic bidding system of the Stock Exchanges; Bid cum Application Forms (except electronic Bid cum Application Forms) that do not bear such stamp are liable to be rejected. It is however clarified that Bids by Anchor Investors do not get uploaded on electronic bidding system of the Stock Exchanges on the Anchor Investor Bidding Date;
(xxv) in relation to the Bids procured from Anchor Investors, the BRLMs shall be responsible for providing a schedule (including application number, payment instrument number/ RTGS / NEFT/ UTR control number and Bid Amount paid by Anchor Investors) to the Escrow Collection Bank during the Anchor Investor Bid/ Offer Period or any other period as agreed among the BRLMs in consultation with the Registrar to the Offer;
(xxvi) it shall provide the Registrar to the Offer with a daily record, with a separate section for each of its bidding centers and those of its Sub-Syndicate Members, details relating to the Bid cum Application Forms received from the Bidders, details regarding registration of the Bids and Bid Amounts (other than Bids collected by SCSBs, CDPs, RTAs and Registered Brokers). This record (except Bids by Anchor Investors, and Bids by UPI Bidders using the UPI mechanism) shall be made available to the Registrar no later than 5 p.m. IST on any given day, or any such time permissible under Applicable Law, as agreed wincluding
Appears in 1 contract
Sources: Syndicate Agreement
RESPONSIBILITIES OF THE MEMBERS OF THE SYNDICATE.
3.1 Each Member of 4.1 The Parties acknowledge that pursuant to SEBI ICDR Regulations and the SEBI Process Circulars, all Bidders (other than Anchor Investors) are required to mandatorily submit their Bids and participate in the Offer through the ASBA process and all Syndicate hereby, severally and not jointly, represents and warrants ASBA Bidders that are UPI Bidders are required to mandatorily Bid through the Company, each of the Selling Shareholders and to the other Parties, in relation to the Offer, that (a) it is an intermediary registered with SEBI and has a valid SEBI registration certificate for acting as a Member of the Syndicate (“Registration Certificate”) and UPI Mechanism. Any Retail Individual Bidder or Eligible Employee bidding under Employee Reservation Portion whose Bid has not been debarred or prohibited from acting as an intermediary by SEBI; and in considered for Allotment, due to failures on the event of withdrawal or cancellation of their Registration Certificate, such Member part of the Syndicate shall promptly inform SCSB may seek redressal from the fact of such withdrawal or cancellation to other Parties; and (b) this Agreement has been duly authorized, executed and delivered by it, and is a valid and legally binding obligation of such Member concerned SCSB within three months of the Syndicate listing date in accordance with the terms of this AgreementJune 21 Master Circular.
3.2 4.2 Subject to Clauses 3.3, 3.4 and 3.5 Clause 4.5 below, each of the Members members of the Syndicate shall have the following responsibilities and obligations in relation to the Offer, and each Member member of the Syndicate hereby severally (and not jointly, or jointly and severally) represents, warrants, agrees, covenants and undertakes to the Company, the Selling Shareholders and other Members members of the Syndicate Syndicate, on behalf of itselfitself for the Bids procured by it, and to the extent relevant, its respective Sub-Syndicate Members thatsyndicate Members:
(i) it, or the respective Sub-Syndicate Member appointed by it, shall be responsible for collection of Bids (including Bids using the UPI Mechanism) from the Syndicate ASBA Bidders bidding through any Member of and the Syndicate or their respective Sub-Syndicate Members (other than Bids directly submitted to the SCSBs or Bids collected by Registered Brokers at the Broker Centres, CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations or the Bids submitted by Lead Managers shall be responsible for instructing the Anchor Investors to deposit Bid Amount in the BRLMs), only at the Specified Locations, as applicable, Escrow Account in the manner specified in this Agreement, the SEBI ICDR RegulationsRegulations and any other Applicable Law, the Offer DocumentsRed ▇▇▇▇▇▇▇ Prospectus, the terms of Prospectus, the Preliminary Offering Memorandum, the Offering Memorandum, Bid cum Application Form, other Applicable Laws Form and the Allotment Advice as applicable and instructions issued jointly by the BRLMs Lead Managers and the Registrar to the Offer. Provided however that the Syndicate Members shall not be liable, in the event of any failure of Bids on account of any non-bidding, error, fraud or malpractice by the relevant SCSB with whom such Syndicate syndicate ASBA Bid was submitted, deposited or forwarded by the Members of the Syndicate, the Member of the Syndicate shall not be liable and the relevant SCSB shall be responsible for the same;.
(ii) it shall follow all instructions issued by the BRLMs and the Registrar to the Offer, in accordance with Applicable Law and this Agreement, in dealing with the Bid cum Application Forms including with respect to (a) the Bids submitted by QIBs (including Anchor Investors which shall be in accordance with Clause 3.5 below) and (b) the Bids submitted through their respective Sub-Syndicate Members, as applicable, at Specified Locations;
(iii) all Bids (other than Bids by UPI Bidders) shall be submitted to an SCSB for uploading and blocking of the funds and uploading on the electronic bidding platform of the Stock Exchanges;
(iviii) any Bids submitted by the Syndicate/ their respective Sub-Syndicate Members to an SCSB shall be made on a special Bid cum Application Form and the heading/ watermark “Syndicate ASBA” must be used by the Syndicate/ Sub-Syndicate Member along with the SM Code and Broker Code mentioned on such special Bid cum Application Form to be eligible for brokerage on Allotment. However, any such special Bid cum Application Forms used for Bids by UPI Bidders shall not be eligible for brokerage;.
(viv) it agrees and acknowledges that the Bids by Anchor Investors shall be submitted at the select offices of the BRLMs Lead Managers and shall not be collected by the Syndicate Members;Member.
(viv) it shall procure follow all instructions issued by the Lead Managers and the Registrar in dealing with the Bid cum Application Forms from (including with respect to Bids by the Syndicate ASBA Bidders bidding through any Member of and the Syndicate Anchor Investors) procured by it or their its respective Sub-Syndicate Members, as applicableif any, only at the Specified Locations;.
(vii) it shall accept Bids from Bidders (other than Anchor Investors) only through ASBA process in terms of the SEBI Process Circulars. Bids through any other modes (other than Bids submitted by Anchor Investors) shall be treated as invalid and be rejected. If it accepts any Bids through modes other than ASBA process (other than Bids submitted by Anchor Investors), it shall be solely responsible for any consequences arising as a result of accepting such Bid and for resolving any investor grievances arising as a result thereof;
(viiivi) it shall not register/upload any Bid without first accepting the duly filled Bid cum Application Form in writing (including via facsimile), from the Bidder, whether in India or abroad; it shall be responsible for the completion and accuracy of all details (including the correct UPI ID for Bids by UPI Bidders) to be entered into the electronic bidding system of the Stock Exchanges based on the filled in Bid cum Application Form received by it including the correct UPI ID of the UPI Bidders Bidder and, subject to Clause 2.42.3, shall be responsible for any default, mistake or error in the Bid details uploaded by it or subsequent corrections including the UPI related details (as applicable) if such default, mistake or error are solely attributable to it and in resolving investor grievances arising from such errors, if such errors are solely attributable to it; it shall ensure that the required documents are attached to the Bid cum Application Form prior to uploading any Bid including Bids by UPI BiddersBid, and it shall ensure that such Bids and UPI IDs (as applicable) are uploaded on the electronic bidding systems of the Stock Exchanges on a regular basis during the Bid/ Offer Period in compliance with the SEBI ICDR Regulations and SEBI Process CircularRegulations, and within such time as permitted by the Stock Exchanges and the SEBI ICDR Regulations; it shall forward a schedule in the format prescribed under the SEBI UPI Circulars along with the Bid cum Application Form (carrying its identification markmark irrespective of the terminal from which the Bid has been uploaded), other than Bids by UPI Bidders under the UPI Mechanism, to the branch of the respective SCSBs for blocking of funds, within such time as permitted by the Stock Exchanges and Applicable Law or within such other timeline as prescribed under the SEBI UPI Circulars;.
(ixvii) it shall, after uploading the Bid, affix a stamp and give an acknowledgment, either by way of a counterfoil or specifying the application number to the Bidder as proof of having accepted the Bid cum Application Form in physical or electronic form, respectively, in accordance with Applicable Law. Further, it shall retain the physical Bid cum Application Forms submitted by UPI Bidders using UPI as a payment mechanism for a period of six months or such other period as may be prescribed, and shall thereafter forward such forms to the Company / RegistrarCompany; and shall maintain electronic records related to electronic Bid cum Application Forms submitted by such UPI Bidders for a minimum period of three years or such other period as may be prescribed under Applicable Law;.
(xviii) it will enter each Bid option and UPI ID (if applicable) option into the electronic bidding system as a separate Bid within the timelines prescribed by SEBI and generate a transaction registration slip an Acknowledgement Slip for each price and demand option and give such Acknowledgement Slip to the same Bidder. It shall also furnish an Acknowledgement Slip to the Bidder on request;.
(xiix) it shall register and upload the Bids received by it and its Sub-Syndicate Members, in relation thereto such as UPI ID, onto the electronic bidding system as soon as practicable on the same Working Day on which the Bids are received (subject to the Stock Exchanges permitting such upload on the same Working Day).
(x) it shall accept and upload Bids by ASBA Bidders only during the Bid/ Bid/Offer Period. The members of the Syndicate shall indicate any revision in Price Band or change in Bid/Offer Period on the relevant website and the terminals of the members of the Syndicate, pursuant to any public notice that may be released by the Company in this regard. In case of Anchor Investors, the BRLMs Lead Managers shall accept Bids only during on the Anchor Investor Bid/ Offer Period as applicable Bidding Date.
(xi) it shall ensure that the “Do’s”, “Don’ts” and as “Grounds for Technical Rejection” specified in the Red ▇▇▇▇▇▇▇ Prospectus and Preliminary Offering Memorandum are addressed in accordance with any Bid cum Application Forms collected by them, including ensuring that the PAN (except for ASBA Bids on behalf of the Central or State Government, officials appointed by a court of law, Bidders residing in the state of Sikkim or Bidders who are exempt from holding a PAN under Applicable Laws;Law), DP ID and Client ID, UPI ID if applicable, of the ASBA Bidder are quoted in the Bid cum Application Form. In case of residents of Sikkim, the members of the Syndicate shall verify the veracity of the claim of the investors that they are residents of Sikkim by collecting sufficient documentary evidence in support of their address as provided in the SEBI Circular MRD/DoP/Dep/Cir-29/2004 dated August 24, 2004.
(xii) at the end of each day during the Bid/ Bid/Offer Period, the demand for the Equity Shares (excluding the allocation made to the Anchor Investors during on the Anchor Investor Bid/ Offer PeriodBidding Date) and the Bid prices shall be displayed on an online graphical display at its Bidding terminals, for information to the public;.
(xiii) it agrees that Anchor Investors shall upload/submit their Bids only through the BRLMs Lead Managers or their Affiliatesrespective affiliates. No other Member member of the Syndicate shall solicit orders or collect Bids from any Anchor Investors. It agrees that the Members members of the Syndicate (only in the Specified Locations) have the right to accept or reject Bids by QIBs (other than Anchor Investors). Further, Bids from QIBs can also be rejected, rejected by the Company and the Promoter Selling Shareholders, in consultation with the BRLMs, Lead Managers on technical grounds or such grounds as described in the Offer Documents, in compliance with the Applicable Law. Bids from Non-Institutional Bidders, Retail Individual Bidders and UPI Bidders can be rejected on technical grounds only as described in the Offer Documents, in compliance with Applicable Lawonly. It shall not accept any Bids (other than from Anchor Investors and Bids using the UPI mechanism)that Investors) that are not made through the ASBA process and shall be treated as invalid and liable to be rejectedprocess. UPI Bidders using UPI Mechanismmechanism, may also submit their ASBA Forms with the Registered Brokers, RTA or Depository Participants;.
(xiv) no Member member of the Syndicate shall accept any Bids from any Overseas Corporate Body;.
(xv) it shall procure ASBA Forms from Syndicate ASBA Bidders only at the Specified Locations;.
(xvi) it shall ensure the availability of adequate infrastructure and other facilities for Biddingfacilities, and that including at least one of the members of the Syndicate shall be present at the Specified Locations so that there is least one electronically linked computer terminal, terminal at all the Specified Locations is available for the purpose of Bidding and for data entry of the Bids in a timely manner at all the Specified Locations;manner.
(xvii) except in relation to the Bids received from Anchor Investors, Bids and any revisions in Bids will be accepted only between 10.00 10:00 a.m. IST and 5.00 5:00 p.m. (Indian Standard Time) IST during the Bid/ Bid/Offer Period (except on the Bid/Offer Closing Date) at the Specified Locations (except on Bid/ Offer Closing Date, which for QIBs may be one Working Day prior to the Bid/ Offer Closing Date for other categories of Bidders)Locations. On the Bid/ Bid/Offer Closing Date, Bids and any revisions in Bids will only be accepted between 10.00 10:00 a.m. (Indian Standard Time) IST and 3.00 3:00 p.m. (Indian Standard Time). On the Bid/ Offer Closing Date Bids shall be IST and uploaded until (i) 4.00 4:00 p.m. (Indian Standard Time) IST in case of Bids by QIBs and Non-Institutional InvestorsBidders; and (ii) until 5.00 5:00 p.m. (Indian Standard Time) IST or such extended time as permitted by the Stock Exchanges, in case of Bids by Retail Individual Bidders and Eligible Employees, under the Employee Reservation Portion, after taking into account the total number of applications received up to the closure of timings and reported by the BRLMs Lead Managers to the Stock Exchanges. Bids will be accepted only on Working Days. The CompanyCompany and the Promoter Selling Shareholders may, in consultation with the Book Running Lead Managers may Managers, consider closing the Bid / Offer Period for QIBs one day Working Day prior to the Bid / Offer Closing Date in accordance with the SEBI ICDR Regulations. Bids will be accepted only on Working Days. Any revision in the uploading time instructed by the Stock Exchanges shall be communicated to the Sub-Syndicate Members who in turn shall communicate such revision to their agents. It is clarified that Bids not uploaded on the electronic bidding system would be considered rejected. Due to limitation of time available for uploading Bids on the Bid / Offer Closing Date, Bidders are advised to submit Bids one day prior to the Bid / Offer Closing Date and, in any case, no later than the time specified by the Syndicate on the Bid / Offer Closing Date. If a large number of Bids are received on the Bid / Offer Closing Date, as is typically experienced in public issues, which may lead to some Bids not being uploaded due to lack of sufficient time to upload, such Bids that cannot be uploaded on the electronic bidding system will not be considered for allocation in the Offer. The Company, the Selling Shareholders and the members of the Syndicate will not be responsible for any failure in uploading Bids due to faults in any hardware/ software system or otherwise. Bids will be accepted only on Working Days. Bids by ASBA Bidders shall be uploaded in the electronic system to be provided by the Stock Exchanges by for the Designated Intermediaries Intermediaries; in case of any discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical or electronic ASBA Form, for a particular Bidder, the details of the Bid file received from Stock Exchanges may be taken as final data for the purposes of Allotment;.
(xviii) it shall ensure that its Sub-Syndicate Members shall, as applicable and in accordance with the SEBI UPI Circulars, enter the following details of an ASBA Bidder who submits an ASBA Bid at the Specified Locations in the electronic bidding system: (a) symbol; (b) intermediary code; (c) intermediary name; (d) location code; (e) name of the bidder; (f) name of the bank; (g) bank code; (h) category – individual, corporate, QIB, eligible NRI, etc.; (i) PAN (of the sole/first Bidder); (j) number of Equity Shares Bid for; (k) price per Equity Share; (l) Bid cum Application Form number; (m) DP ID and Client ID; (n) quantityUPI ID; (o) amountquantity; (p) amount; (q) order number; and (qr) depository of the beneficiary account of the Bidder; and (r) UPI ID. For Anchor Investors, the BRLMs Lead Managers shall enter details of the respective Anchor Investor Bid Amount as well as the payment reference;.
(xix) it and its Sub-Syndicate syndicate Members, if any, shall undertake necessary modifications of select fields in the Bid detailsdetails including UPI ID (as applicable), already uploaded by it during the Bid/Offer Period, Period and up to the permissible time on the Working Day following the Bid/Offer Closing Date in terms of and in compliance with Applicable Law, including the SEBI UPI Circulars and Circulars. It shall also be responsible for providing necessary guidance to UPI Bidders for using the Exchange Circulars;UPI Mechanism.
(xx) it shall provide the identification numbers (terminal IDs) of all Specified Locations its Bidding Centres and those of its Sub-Syndicate Members, if any, to the Registrar to the Offer together with such other information that may be necessary to enable the Registrar to the Offer to keep a record of the bidding at each such bidding center Bidding Centre at the end of each day during the Bid/ Bid/Offer Period;.
(xxi) it shall register and upload the Bids received by it and its Sub-Syndicate Members, onto the electronic bidding system as soon as practicable on the same Working Day on which the Bids are received (subject to the Stock Exchanges permitting such upload on the same Working Day). The BRLMs Lead Managers will instruct the Anchor Investors to deposit their Bid Amounts into the Escrow Accounts of the Company maintained with the designated Escrow Collection Banks for Anchor Investors, on the same day on which the Bid was received or any other period as agreed with the BRLMs Lead Managers in consultation with the Registrar to the Offer within the time period prescribed under the SEBI ICDR Regulations and other Applicable Law, and for the remaining Bid Amount (in cases where the Anchor Investor Allocation Price is lower than the Offer Price), on or prior to the Anchor Investor Pay-in Date; and it acknowledges that if the relevant Bid Amounts are not deposited within the time period stipulated herein, then such Bids are liable to be rejected;. It does not comply with its obligations, within the time period stipulated herein, the relevant Escrow Collection Banks or SCSB, as the case may be, on the advice of the Registrar and/or the Lead Manager, may not accept the relevant Bid Amounts and the Bid cum Application Forms.
(xxii) it shall not collect or deposit payment instruments drawn in favor of the Members Company or any other party or account, other than in favor of the designated Escrow Accounts as specified in the Bid cum Application Form, the Red ▇▇▇▇▇▇▇ Prospectus and the Preliminary Offering Memorandum; and with respect to Bids by the Syndicate ASBA Bidders who have chosen a non-UPI payment mechanism, it shall not accept any ASBA Form without satisfying itself that the SCSB where the ASBA Account is maintained, as specified in the ASBA Form, has named at least one Designated Branch in that Specified Location in which member of the Syndicate or any of their its Sub-Syndicate Members is accepting the ASBA Form or in case the Syndicate ASBA Bidder has chosen UPI as the mode of payment, the ASBA Form contains the UPI ID for such Bidder linked to a bank account of an SCSB notified by the SEBI which is live on UPI 2.0.
(xxiii) in relation to the Bids procured from Anchor Investors, the Lead Managers shall enter be responsible for providing a schedule (including application number, payment instrument number/ RTGS / NEFT/ UTR control number/ lock-in details of a Bidder and Bid Amount paid by Anchor Investors) to the Escrow Collection Bank on the Anchor Investor Bidding Date, or any other period as agreed among the Lead Managers in consultation with the electronic bidding system Registrar to the Offer.
(xxiv) as specified in the Red ▇▇▇▇▇▇▇ Prospectus, the Preliminary Offering Memorandum, Memorandum and the SEBI ICDR Regulations Regulations, the members of the Syndicate or any of their Sub-Syndicate Members (which are entities otherwise eligible to act as a syndicate member and any circular issued by have a valid SEBI registration certificate) shall enter the SEBI from time to time;details of a Bidder, including UPI ID, if applicable, in the electronic bidding system.
(xxiiixxv) it shall ensure that all records of the Bids including the ASBA Forms (submitted by the Syndicate ASBA Bidders), together with supporting documents, are maintained and forwarded to the SCSBs, except in relation to Bids from UPI Bidders, within the time periods specified by the Stock Exchanges or the SEBI ICDR Regulations, the SEBI Process Circulars or UPI Circulars;
(xxiv) except for UPI Bidders, it shall ensure that it has affixed its stamp on each Bid cum Application Form forwarded by it to SCSBs or Escrow Collection Banks or the Registrar, as applicable, under “Broker’s/ SCSB Branch’s Stamp / RTA /CDP” (as applicable) as an acknowledgement of upload of the Bid in the electronic bidding system of the Stock Exchanges; Bid cum Application Forms (except electronic Bid cum Application Forms) that do not bear such stamp are liable to be rejected. It is however clarified that Bids by Anchor Investors do not get uploaded on electronic bidding system of the Stock Exchanges on the Anchor Investor Bidding Date;
(xxv) in relation to the Bids procured from Anchor Investors, the BRLMs shall be responsible for providing a schedule (including application number, payment instrument number/ RTGS / NEFT/ UTR control number and Bid Amount paid by Anchor Investors) to the Escrow Collection Bank during the Anchor Investor Bid/ Offer Period or any other period as agreed among the BRLMs in consultation with the Registrar to the Offer;
(xxvi) it shall provide the Registrar to the Offer with a daily record, with a separate section for each of its bidding centers and those of its Sub-Syndicate Members, details relating to the Bid cum Application Forms received from the Bidders, details regarding registration of the Bids and Bid Amounts (other than Bids collected by SCSBs, CDPs, RTAs and Registered Brokers). This record (except Bids by Anchor Investors, and Bids by UPI Bidders using the UPI mechanism) shall be made available to the Registrar no later than 5 p.m. IST on any given day, or any such time permissible under Applicable Law, as agreed wdocu
Appears in 1 contract
Sources: Syndicate Agreement
RESPONSIBILITIES OF THE MEMBERS OF THE SYNDICATE. 4.1 The Parties acknowledge that pursuant to SEBI ICDR Regulations and the SEBI Process Circulars, all Bidders (other than Anchor Investors) are required to mandatorily submit their Bids and participate in the Offer through the ASBA process and all Syndicate ASBA Bidders that are UPI Bidders are required to mandatorily Bid through the UPI Mechanism. Any Retail Individual Bidder or Eligible Employee bidding under Employee Reservation Portion whose Bid has not been considered for Allotment, due to failures on the part of the SCSB may seek redressal from the concerned SCSB within three months of the listing date in accordance with the June 2023 Master Circular.
3.1 4.2 Each Member member of the Syndicate hereby, severally and not jointly, represents and warrants to the Company, Company and each of the Selling Shareholders and to the other PartiesShareholders, in relation to the Offer, that Offer that: (a) it is an intermediary registered with SEBI and has a valid SEBI registration certificate for acting as a Member of the Syndicate (“Registration Certificate”) and has not been debarred or prohibited from acting as an intermediary by SEBIcertificate; and in the event of withdrawal or cancellation of their Registration Certificate, such Member of the Syndicate shall promptly inform the fact of such withdrawal or cancellation to other Parties; and (b) this Agreement has been duly authorized, executed and delivered by it, and is a valid and legally binding obligation of such Member member of the Syndicate in accordance with the terms of this AgreementSyndicate.
3.2 4.3 Subject to Clauses 3.3, 3.4 and 3.5 Clause 4.4 below, each of the Members members of the Syndicate shall have the following responsibilities and obligations in relation to the Offer, and each Member member of the Syndicate hereby severally (and not jointly, or jointly and severally) represents, warrants, agrees, covenants and undertakes to the Company, the Selling Shareholders and other Members members of the Syndicate Syndicate, on behalf of itselfitself for the Bids procured by it, and to the extent relevant, its respective Sub-Syndicate Members thatsyndicate Members:
(i) it, or the respective Sub-Syndicate Member appointed by it, shall be responsible for collection of Bids (including Bids using the UPI Mechanism) from the Syndicate ASBA Bidders bidding through any Member of and the Syndicate or their respective Sub-Syndicate Members (other than Bids directly submitted to the SCSBs or Bids collected by Registered Brokers at the Broker Centres, CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations or the Bids submitted by Lead Managers shall be responsible for instructing the Anchor Investors to deposit Bid Amount in the BRLMs), only at Escrow Account and collection of Bids and deposit the Specified Locations, as applicable, Bid Amount in the Escrow Account in the manner specified in this Agreement, the SEBI ICDR RegulationsRegulations and any other Applicable Law, the Offer DocumentsRed ▇▇▇▇▇▇▇ Prospectus, the terms of Prospectus, the Preliminary Offering Memorandum, the Offering Memorandum, Bid cum Application Form, other Applicable Laws and instructions issued jointly by the BRLMs Form and the Registrar to the OfferAllotment Advice as applicable. Provided however that the Syndicate Member shall not be liable, in the event of any failure of Bids on account of any non-bidding, error, fraud or malpractice by the relevant SCSB with whom such Syndicate syndicate ASBA Bid was submitted, deposited or forwarded by the Members of the Syndicate, the Member of the Syndicate shall not be liable and the relevant SCSB shall be responsible for the same;.
(ii) it shall follow all instructions issued by the BRLMs and the Registrar to the Offer, in accordance with Applicable Law and this Agreement, in dealing with the Bid cum Application Forms including with respect to (a) the Bids submitted by QIBs (including Anchor Investors which shall be in accordance with Clause 3.5 below) and (b) the Bids submitted through their respective Sub-Syndicate Members, as applicable, at Specified Locations;
(iii) all Bids (other than Bids by UPI Bidders) shall be submitted to an SCSB for uploading and blocking of the funds and uploading on the electronic bidding platform of the Stock Exchanges;
(iv) any Bids submitted by the Syndicate/ their respective Sub-Syndicate Members to an SCSB shall be made on a special Bid cum Application Form and the heading/ watermark “Syndicate ASBA” must be used by the Syndicate/ Sub-Syndicate Member along with the SM Code and Broker Code mentioned on such special Bid cum Application Form to be eligible for brokerage on Allotment. However, any such special Bid cum Application Forms used for Bids by UPI Bidders shall not be eligible for brokerage;
(viii) it agrees and acknowledges that the Bids by Anchor Investors shall be submitted at the select offices of the BRLMs Lead Managers and shall not be collected by the Syndicate Members;Member.
(viiv) it shall procure follow all instructions issued by the Lead Managers and the Registrar in dealing with the Bid cum Application Forms from (including with respect to Bids by the Syndicate ASBA Bidders bidding through any Member of and the Syndicate Anchor Investors) procured by it or their its respective Sub-Syndicate Members, as applicableif any, only at the Specified Locations;.
(vii) it shall accept Bids from Bidders (other than Anchor Investors) only through ASBA process in terms of the SEBI Process Circulars. Bids through any other modes (other than Bids submitted by Anchor Investors) shall be treated as invalid and be rejected. If it accepts any Bids through modes other than ASBA process (other than Bids submitted by Anchor Investors), it shall be solely responsible for any consequences arising as a result of accepting such Bid and for resolving any investor grievances arising as a result thereof;
(viiiv) it shall not register/upload any Bid without first accepting the duly filled Bid cum Application Form in writing (including via facsimile), from the ASBA Bidder, whether in India or abroad; it shall be responsible for the completion and accuracy of all details (including the correct UPI ID for Bids by UPI Bidders) to be entered into the electronic bidding system of the Stock Exchanges based on the filled in Bid cum Application Form received by it including the correct UPI ID of the UPI Bidders Bidder and, subject to Clause 2.42.3, shall be responsible for any default, error or mistake or error in the Bid details uploaded by it or subsequent corrections including the UPI related details (as applicable) if such default, mistake or error are solely attributable to it and in resolving investor grievances arising from such errors, if such errors are solely attributable to it; it in terms of the SEBI Circulars;
(vi) it shall ensure that the required documents are attached to the Bid cum Application Form prior to uploading uploading/submitting any Bid including Bids by UPI BiddersBid, and it shall ensure that such Bids and UPI IDs (as applicable) are uploaded on the electronic bidding systems of the Stock Exchanges on a regular basis during the Bid/ Bid/Offer Period in compliance with the SEBI ICDR Regulations and SEBI Process CircularUPI Circulars, and within such time as permitted by the Stock Exchanges and the SEBI ICDR Regulations; it shall forward a schedule in the format prescribed under the SEBI UPI Circulars along with the Bid cum Application Form (carrying its identification markmark irrespective of the terminal from which the Bid has been uploaded), other than Bids by UPI Bidders under the UPI Mechanism, to the branch of the respective SCSBs for blocking of funds, within such time as permitted by the Stock Exchanges and Applicable Law or within such other timeline as prescribed under the SEBI UPI Circulars;.
(ixvii) it shall, after uploading the Bid, affix a stamp and give an acknowledgment, either by way of a counterfoil or specifying the application number to the Bidder as proof of having accepted the Bid cum Application Form in physical or electronic form, respectively, in accordance with Applicable Law. Further, it shall retain the physical Bid cum Application Forms submitted by UPI Bidders using UPI as a payment mechanism for a period of six months or such other period as may be prescribed, and shall thereafter forward such forms to the Company / RegistrarCompany; and shall maintain electronic records related to electronic Bid cum Application Forms submitted by such UPI Bidders for a minimum period of three years or such other period as may be prescribed under Applicable Law;.
(xviii) it will enter each Bid option and UPI ID (if applicable) option into the electronic bidding system as a separate Bid within the timelines such time as may be prescribed by SEBI and generate a transaction registration slip an Acknowledgement Slip for each price and demand option and give such Acknowledgement Slip to the same Bidder. It shall also furnish an Acknowledgement Slip to the Bidder on request;.
(xiix) it shall register and upload the Bids received by it and its Sub-Syndicate Members, in relation thereto such as UPI ID, onto the electronic bidding system as soon as practicable on the same Working Day on which the Bids are received (subject to the Stock Exchanges permitting such upload on the same Working Day) and where the same is not possible to register and upload the Bid on the next Working Day and before the Bid/ Offer Closing Date.
(x) it shall accept and upload Bids by ASBA Bidders only during the Bid/ Offer Period. In case of Anchor Investors, the BRLMs shall accept Bids only during the Anchor Investor Bid/ Bid/Offer Period as applicable and as specified in the Red ▇▇▇▇▇▇▇ Prospectus and in accordance with Applicable Law. The members of the Applicable Laws;
(xii) at Syndicate shall indicate any revision in Price Band or change in Bid/Offer Period on the end relevant website and the terminals of each day during the Bid/ Offer Periodmembers of the Syndicate, pursuant to any public notice that may be released by the Company in this regard. In case of Anchor Investors, the demand for the Equity Shares (excluding the allocation made to the Anchor Investors during Lead Managers shall accept Bids only on the Anchor Investor Bid/ Offer Period) and the Bid prices shall be displayed on an online graphical display at its Bidding terminals, for information to the public;Date.
(xiiixi) it agrees that Anchor Investors shall upload/submit their Bids only through the BRLMs Lead Managers or their Affiliatesrespective affiliates. No other Member member of the Syndicate shall solicit orders or collect Bids from any Anchor Investors. It agrees that the Members members of the Syndicate (only in the Specified Locations) have the right to accept or reject Bids by QIBs (other than Anchor Investors). Further, Bids from QIBs can also be rejected, rejected by the Company Company, in consultation with the BRLMs, Lead Managers on technical grounds or such grounds as described in the Offer Documents, in compliance with the Applicable Law. Bids from Non-Institutional Bidders, Retail Individual Bidders and UPI Bidders can be rejected on technical grounds only as described in the Offer Documents, in compliance with Applicable Lawonly. It shall not accept any Bids (other than from Anchor Investors and Bids using the UPI mechanism)that Investors) that are not made through the ASBA process and shall be treated as invalid and liable to be rejectedprocess. UPI Bidders using UPI Mechanismmechanism, may also submit their ASBA Forms with the Registered Brokers, RTA or Depository Participants;.
(xivxii) no Member member of the Syndicate shall accept any Bids from any Overseas Corporate Body;.
(xvxiii) it shall procure ASBA Forms from Syndicate ASBA Bidders only at the Specified Locations;.
(xvixiv) it shall ensure the availability of adequate infrastructure and other facilities for Biddingfacilities, and that including at least one of the members of the Syndicate shall be present at the Specified Locations so that there is least one electronically linked computer terminal, terminal at all the Specified Locations is available for the purpose of Bidding and for data entry of the Bids in a timely manner at all the Specified Locations;manner.
(xviixv) except in relation to the Bids received from Anchor Investors, Bids and any revisions in Bids will be accepted only between 10.00 10:00 a.m. IST and 5.00 5:00 p.m. (Indian Standard Time) IST during the Bid/ Bid/Offer Period (except on the Bid/Offer Closing Date) at the Specified Locations (except on Bid/ Offer Closing Date, which for QIBs may be one Working Day prior to the Bid/ Offer Closing Date for other categories of Bidders)Locations. On the Bid/ Bid/Offer Closing Date, Bids and any revisions in Bids will only be accepted between 10.00 10:00 a.m. (Indian Standard Time) IST and 3.00 3:00 p.m. (Indian Standard Time). On the Bid/ Offer Closing Date Bids shall be IST and uploaded until (i) 4.00 4:00 p.m. (Indian Standard Time) IST in case of Bids by QIBs and Non-Institutional InvestorsBidders; and (ii) until 5.00 5:00 p.m. (Indian Standard Time) IST or such extended time as permitted by the Stock Exchanges, in case of Bids by Retail Individual Bidders and Eligible Employees, under the Employee Reservation Portion, after taking into account the total number of applications received up to the closure of timings and reported by the BRLMs Lead Managers to the Stock Exchanges. Bids will be accepted only on Working Days. The CompanyCompany may, in consultation with the Book Running Lead Managers may Managers, consider closing the Bid / Offer Period for QIBs one day Working Day prior to the Bid / Offer Closing Date in accordance with the SEBI ICDR Regulations. Bids will be accepted only on Working Days. Any revision in the uploading time instructed by the Stock Exchanges shall be communicated to the Sub-Sub- Syndicate Members who in turn shall communicate such revision to their agents. .
(xvi) It is clarified that Bids not uploaded on the electronic bidding system would be considered rejected. Due to limitation of time available for uploading Bids on the Bid / Offer Closing Date, Bidders are advised to submit Bids one day prior to the Bid / Offer Closing Date and, in any case, no later than the time specified by the Syndicate on the Bid / Offer Closing Date. If a large number of Bids are received on the Bid / Offer Closing Date, as is typically experienced in public issues, which may lead to some Bids not being uploaded due to lack of sufficient time to upload, such Bids that cannot be uploaded on the electronic bidding system will not be considered for allocation in the Offer. Bids will be accepted only on Working Days. Bids by ASBA Bidders shall be uploaded in the electronic system to be provided by the Stock Exchanges by for the Designated Intermediaries Intermediaries; in case of any discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical or electronic ASBA Form, for a particular Bidder, the details of the Bid file received from Stock Exchanges may be taken as final data for the purposes of Allotment;.
(xviiixvii) it shall ensure that its Sub-Syndicate Members shall, as applicable and in accordance with the SEBI UPI Circulars, enter the following details of an ASBA Bidder who submits an ASBA Bid at the Specified Locations in the electronic bidding system: (a) symbol; (b) intermediary code; (c) intermediary name; (d) location code; (e) name of the bidder; (f) name of the bank; (g) bank code; (h) category – individual, corporate, QIB, eligible NRI, etc.; (i) PAN (of the sole/first Bidder); (j) number of Equity Shares Bid for; (k) price per Equity Share; (l) Bid cum Application Form number; (m) DP ID and Client ID; (n) quantityUPI ID; (o) amountquantity; (p) amount; (q) order number; and (qr) depository of the beneficiary account of the Bidder; and (r) UPI ID. For Anchor Investors, the BRLMs Lead Managers shall enter details of the respective Anchor Investor Bid Amount as well as the payment reference;.
(xixxviii) it and its Sub-Syndicate Members, if any, shall undertake necessary modifications of select fields in the Bid detailsdetails including UPI ID (as applicable), already uploaded by it during the Bid/Offer Period, Period and up to the permissible time on the Working Day following the Bid/Offer Closing Date in terms of and in compliance with Applicable Law, including the SEBI UPI Circulars and Circulars. It shall also be responsible for providing necessary guidance to UPI Bidders for using the Exchange Circulars;UPI Mechanism.
(xxxix) it shall provide the identification numbers (terminal IDs) of all Specified Locations its Bidding Centres and those of its Sub-Syndicate Members, if any, to the Registrar to the Offer together with such other information that may be necessary to enable the Registrar to the Offer to keep a record of the bidding at each such bidding center Bidding Centre at the end of each day during the Bid/ Bid/Offer Period;.
(xxixx) it shall register and upload the Bids received by it and its Sub-Syndicate Members, onto the electronic bidding system as soon as practicable on the same Working Day on which the Bids are received (subject to the Stock Exchanges permitting such upload on the same Working Day). The BRLMs Lead Managers will instruct the Anchor Investors to deposit their Bid Amounts into the Escrow Accounts of the Company maintained with the designated Escrow Collection Banks for Anchor Investors, on the same day on which the Bid was received or any other period as agreed with the BRLMs Lead Managers in consultation with the Registrar to the Offer within the time period prescribed under the SEBI ICDR Regulations and other Applicable Law, and for the remaining Bid Amount (in cases where the Anchor Investor Allocation Price is lower than the Offer Price), on or prior to the Anchor Investor Pay-in Date; and it acknowledges that if the relevant Bid Amounts are not deposited within the time period stipulated herein, then such Bids are liable to be rejected;. It does not comply with its obligations, within the time period stipulated herein, the relevant Escrow Collection Banks or SCSB, as the case may be, on the advice of the Registrar and/or the Lead Manager, may not accept the relevant Bid Amounts and the Bid cum Application Forms.
(xxi) it shall not collect or deposit payment instruments drawn in favor of the Company or any other party or account, other than in favor of the designated Escrow Accounts as specified in the Bid cum Application Form, the Red ▇▇▇▇▇▇▇ Prospectus and the Preliminary Offering Memorandum; and with respect to Bids by the Syndicate ASBA Bidders who have chosen a non-UPI payment mechanism, it shall not accept any ASBA Form without satisfying itself that the SCSB where the ASBA Account is maintained, as specified in the ASBA Form, has named at least one Designated Branch in that Specified Location in which member of the Syndicate or its Sub-Syndicate Members is accepting the ASBA Form or in case the Syndicate ASBA Bidder has chosen UPI as the mode of payment, the ASBA Form contains the UPI ID for such Bidder linked to a bank account of an SCSB notified by the SEBI which is live on UPI 2.0.
(xxii) in relation to the Members of Bids procured from Anchor Investors, the Syndicate Lead Managers shall be responsible for providing a schedule (including application number, payment instrument number/ RTGS / NEFT/ UTR control number/ lock-in details and Bid Amount paid by Anchor Investors) to the Escrow Collection Bank on the Anchor Investor Bidding Date, or any of their Sub-Syndicate Members shall enter details of a Bidder other period as agreed among the Lead Managers in consultation with the electronic bidding system Registrar to the Offer.
(xxiii) as specified in the Red ▇▇▇▇▇▇▇ Prospectus, the Preliminary Offering Memorandum, Memorandum and the SEBI ICDR Regulations Regulations, the members of the Syndicate or any of their Sub- Syndicate Members (which are entities otherwise eligible to act as a syndicate member and any circular issued by have a valid SEBI registration certificate) shall enter the SEBI from time to time;details of a Bidder, including UPI ID, if applicable, in the electronic bidding system.
(xxiiixxiv) it shall ensure that all records of the Bids including the ASBA Forms (submitted by the Syndicate ASBA Bidders), together with supporting documents, are maintained and forwarded to the SCSBs, except in relation to Bids from UPI Bidders, within the time periods specified by the Stock Exchanges or the SEBI ICDR Regulations, the SEBI Process Circulars or UPI Circulars;.
(xxivxxv) except for UPI Bidders, it shall ensure that it has affixed its stamp on in the main body of each Bid cum Application Form forwarded by it to the SCSBs or Escrow Collection Banks or the Registrarunder “Brokers/SCSB/RTA/CDP Branch’s Stamp”, as applicable, under “Broker’s/ SCSB Branch’s Stamp / RTA /CDP” (as applicable) as an acknowledgement of upload of the Bid in the electronic bidding system of the Stock Exchanges; , except in case of UPI Bidders. Bid cum Application Forms (except electronic Bid cum Application Forms) that do not bear such stamp stamps are liable to be rejected. It is however clarified that Bids by Anchor Investors do not get uploaded on electronic bidding system of the Stock Exchanges on the Anchor Investor Bidding Date;
(xxv) in relation to the Bids procured from Anchor Investors, the BRLMs shall be responsible for providing a schedule (including application number, payment instrument number/ RTGS / NEFT/ UTR control number and Bid Amount paid by Anchor Investors) to the Escrow Collection Bank during the Anchor Investor Bid/ Offer Period or any other period as agreed among the BRLMs in consultation with the Registrar to the Offer;.
(xxvi) it shall provide the Registrar to the Offer with a daily record, with a separate section for each of its bidding centers Bidding Centers and those of its Sub-Syndicate Members, details relating to the Bid cum Application Forms received from the Bidders, details regarding registration of the Bids Bids, and the Bid Amounts Amounts; (other than Bids collected by SCSBs, CDPs, RTAs and Registered Brokers). This record (except Bids by Anchor Investors, and Bids by UPI Bidders using the UPI mechanism) shall be made available to the Registrar no later than 5 p.m. IST on any given day, or any such time permissible under Applicable Law, as agreed wmecha
Appears in 1 contract
Sources: Syndicate Agreement
RESPONSIBILITIES OF THE MEMBERS OF THE SYNDICATE.
3.1 Each Member of the Syndicate hereby, severally and not jointly, represents and warrants 3.1. The Parties acknowledge that pursuant to the CompanySEBI Regulations, each of the Selling Shareholders all Bidders (other than Anchor Investors) are required to mandatorily submit their Bids and to the other Parties, in relation to the Offer, that (a) it is an intermediary registered with SEBI and has a valid SEBI registration certificate for acting as a Member of the Syndicate (“Registration Certificate”) and has not been debarred or prohibited from acting as an intermediary by SEBI; and participate in the event of withdrawal or cancellation of their Registration Certificate, such Member of Offer through the ASBA process and all Syndicate shall promptly inform ASBA Bidders that are UPI Bidders are required to mandatorily Bid through the fact of such withdrawal or cancellation to other Parties; and (b) this Agreement has been duly authorized, executed and delivered by it, and is a valid and legally binding obligation of such Member of the Syndicate in accordance with the terms of this AgreementUPI Mechanism.
3.2 3.2. Subject to Clauses 3.3, 3.4 and Section 3.5 below, each of the Members members of the Syndicate shall have the following responsibilities and obligations in relation to the Offer, and each Member member of the Syndicate hereby severally (severally, and not jointly, or jointly and severally) represents, warrants, agrees, covenants and undertakes to the Company, the Selling Shareholders and other Members members of the Syndicate on behalf of itself, and to the extent relevant, its respective Sub-Syndicate Members that:
(i) it, or the respective Sub-Syndicate Member Members appointed by it, shall be responsible for collection of Bids (including Bids using the UPI Mechanism) from the Syndicate ASBA Bidders bidding through any Member and only the BRLMs shall be responsible for collection of the Syndicate or their respective Sub-Syndicate Members (other than Bids directly submitted to the SCSBs or Bids collected by Registered Brokers at the Broker Centres, CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations or the Bids submitted by the Anchor Investors to the BRLMs), only at the Specified Locations, as applicable, in the manner specified in this Agreement, the SEBI ICDR RegulationsRegulations and any other Applicable Law, the Offer DocumentsRed ▇▇▇▇▇▇▇ Prospectus, the Prospectus, the Preliminary Offering Memorandum, the Offering Memorandum, the terms of the Bid cum Application Form, other Applicable Laws UPI Circulars, the Allotment Advice and instructions issued jointly by the BRLMs and the Registrar to the Offer. Provided that in the event of any failure of Bids on account of any non-biddingRegistrar, error, fraud or malpractice by the relevant SCSB with whom such Syndicate ASBA Bid was submitted, deposited or forwarded by the Members of the Syndicate, the Member of the Syndicate shall not be liable and the relevant SCSB shall be responsible for the sameas applicable;
(ii) it shall follow all instructions issued by the BRLMs and the Registrar to the Offer, in accordance with Applicable Law and this Agreement, in dealing with the Bid cum Application Forms including with respect to (a) the Bids submitted by QIBs (including Anchor Investors which shall be in accordance with Clause 3.5 below) and (b) the Bids submitted through their respective Sub-Syndicate Members, as applicable, at Specified Locations;
(iii) all Bids (other than Bids by UPI Bidders) shall be submitted to an SCSB for uploading and blocking of the funds and uploading on the electronic bidding platform of the Stock Exchanges;.
(iviii) any Bids submitted by the Syndicate/ their respective Sub-Syndicate Members to an SCSB shall be made on a special Bid cum Application Form and the heading/ watermark “Syndicate ASBA” must be used by the Syndicate/ Sub-Syndicate Member along with the SM Code syndicate member code and Broker Code broker code mentioned on such special Bid cum Application Form to be eligible for brokerage on Allotment. However, any such special Bid cum Application Forms used for Bids by UPI Bidders shall not be eligible for brokerage;
(viv) it agrees and acknowledges that the Bids by Anchor Investors shall be submitted at the select offices of the BRLMs and shall will not be collected by the Syndicate Members;
(vi) it shall procure accept Bid cum Application Forms from ASBA Bidders bidding through using UPI as a payment mechanism if they are not in accordance with the UPI Circulars;
(v) it shall follow all instructions issued by the BRLMs and the Registrar in dealing with the Bid cum Application Forms with respect to Bids submitted to any Member member of the Syndicate or their respective its Sub-Syndicate Members, as applicable, only at the Specified Locations;
(vii) it shall accept Bids from Bidders (other than Anchor Investors) only through ASBA process in terms of the SEBI Process Circulars. Bids through any other modes (other than Bids submitted by Anchor Investors) shall be treated as invalid and be rejected. If it accepts any Bids through modes other than ASBA process (other than Bids submitted by Anchor Investors), it shall be solely responsible for any consequences arising as a result of accepting such Bid and for resolving any investor grievances arising as a result thereof;
(viiivi) it shall not register/upload any Bid without first accepting the duly filled Bid cum Application Form in writing (including via facsimile), electronic means) from the Bidder, whether in India or abroad; it shall be responsible for the completion and accuracy of all details (including the correct UPI ID for Bids by UPI Bidders) to be entered into the electronic bidding system of the Stock Exchanges based on the filled in Bid cum Application Form received by it it, including the correct UPI ID of the UPI Bidders relevant Bidder (as applicable), and, subject to Clause Section 2.4, shall be responsible for any default, mistake or error in the Bid details uploaded by it or subsequent corrections including the UPI related details (as applicable) if such default, mistake or error are solely attributable to it and in resolving investor grievances arising from such errors, if such defaults, mistakes or errors are solely attributable to it; it shall ensure that the required documents are attached to the Bid cum Application Form prior to uploading any Bid including Bids by UPI BiddersBid, and it shall ensure that such Bids and UPI IDs (as applicable) are uploaded on the electronic bidding systems of the Stock Exchanges on a regular basis during the Bid/ Offer Period in compliance with the SEBI ICDR Regulations and SEBI Process CircularRegulations, and within such time as permitted by the Stock Exchanges and the SEBI ICDR Regulations; ;
(vii) it shall forward a schedule in the format prescribed under the UPI Circulars along with with, if applicable, the Bid cum Application Form Forms (carrying its identification mark), other than Bids by UPI Bidders under mark irrespective of the UPI Mechanism, terminal from which the Bid has been uploaded) to the branch of the respective SCSBs for blocking of funds, within such time as permitted by funds of the Stock Exchanges relevant Syndicate ASBA Bidders in accordance with the timelines and Applicable Law or within such other timeline as prescribed the mechanism specified under the UPI Circulars;
(ixviii) it shall, after uploading the Bid, affix a stamp and shall give an acknowledgment, either by way of a counterfoil acknowledgment or specifying specify the application number to the Bidder as proof of having accepted the Bid cum Application Form in physical or electronic form, respectively, in accordance with Applicable Law. Further, it shall retain the physical Bid cum Application Forms submitted by UPI Bidders using UPI as a payment mechanism for a period of six months or such other period as may be prescribed, and shall thereafter forward such forms to the Company / Company/ Registrar; and shall maintain electronic records related to electronic Bid cum Application Forms submitted by such UPI Bidders for a minimum period of three years or such other period as may be prescribed under Applicable Law;
(xix) as specified in the Red ▇▇▇▇▇▇▇ Prospectus, the Preliminary Offering Memorandum and the SEBI Regulations, the members of the Syndicate or any of their Sub-Syndicate Members shall enter the details of a Bidder, including UPI ID, if applicable, in the electronic bidding system. Further, it will and its Sub-Syndicate Members shall enter each Bid option and UPI ID (if applicable) option into the electronic bidding system as a separate Bid within the timelines prescribed by SEBI and generate a transaction registration slip an Acknowledgement Slip for each price and demand option and give the same furnish such Acknowledgement Slip to the Bidder on Bidder, including upon request;
(xix) it shall accept and upload Bids by ASBA Bidders only during the Bid/ Bid/Offer Period, as applicable and as specified in the Red ▇▇▇▇▇▇▇ Prospectus. In case of Anchor Investors, the BRLMs shall accept Bids only during the Anchor Investor Bid/ Bid/Offer Period;
(xi) the members of the Syndicate shall indicate any revision in Price Band or change in Bid/Offer Period as applicable on the relevant website and as specified the terminals of the members of the Syndicate, pursuant to any public notice that may be released by the Company in the Red ▇▇▇▇▇▇▇ Prospectus and in accordance with the Applicable Lawsthis regard;
(xii) at the end of each day during of the Bid/ Bid/Offer Period, the demand for the Equity Shares (excluding the allocation made to the Anchor Investors during the Anchor Investor Bid/ Offer Period) and the Bid prices shall be displayed shown graphically on an online graphical display at its Bidding terminals, terminals for information to of the public;
(xiii) it agrees acknowledges that Anchor Investors shall upload/submit their Bids only through the BRLMs or their AffiliatesBRLMs. No other Member member of the Syndicate shall solicit orders or collect Bids from any Anchor Investors. It Further, it agrees that the Members members of the Syndicate (only in the Specified Locations) have the right to accept or reject Bids by QIBs (other than Anchor Investors). Further, Bids from QIBs can also be rejected, by the Company rejected on technical grounds. Bids can be rejected in consultation accordance with the BRLMsPreliminary Offering Memorandum and the Offering Memorandum, including on technical grounds or such grounds (as described set out in the Offer Documents, in compliance with Applicable Law. Bids from Non-Institutional Bidders, Retail Individual Bidders and UPI Bidders can be rejected on technical grounds only as described in the Offer Documents, in compliance with Applicable LawGeneral Information Document). It shall not accept any Bids (other than from Anchor Investors and Bids using the UPI mechanism)that Investors) that are not made through the ASBA process and shall be treated as invalid and liable to be rejectedprocess. UPI Bidders using the UPI Mechanism, Mechanism may also submit their ASBA Forms with the Registered Brokers, RTA RTAs or Depository ParticipantsCDPs;
(xiv) no Member member of the Syndicate shall accept any Bids from any Overseas Corporate Body;
(xv) it shall procure ASBA Forms from Syndicate ASBA Bidders only at the Specified Locations;
(xvi) it shall ensure the availability of adequate infrastructure and other facilities for Bidding, and that at least one of the members of the Syndicate shall be present at the Specified Locations so that there is least one electronically linked computer terminal, for the purpose of Bidding and for data entry of the Bids in a timely manner manner, including that at least one electronically linked computer terminal being available for the purpose of Bidding at all the Specified Locations;
(xvii) except in relation to the Bids received from Anchor Investors, Bids and any revisions in Bids will be accepted only between 10.00 10:00 a.m. IST and 5.00 5:00 p.m. (Indian Standard Time) IST during the Bid/ Bid/Offer Period at the Specified Locations (except on Bid/ Offer Closing Date, which for QIBs may be one Working Day prior to the Bid/ Offer Closing Date for other categories of Bidders). On the Bid/ Offer Closing Date, Bids and any revisions in Bids will only be accepted between 10.00 a.m. (Indian Standard Time) and 3.00 p.m. (Indian Standard Time). On the Bid/ Offer Closing Date Bids shall be uploaded until (i) 4.00 p.m. (Indian Standard Time) in case of Bids by QIBs and Non-Institutional Investors; and (ii) until 5.00 p.m. (Indian Standard Time) or such extended time as permitted by the Stock Exchanges, in case of Bids by Retail Individual Bidders after taking into account the total number of applications received up to the closure of timings and reported by the BRLMs to the Stock ExchangesPeriod. Bids will be accepted only on Working Days. The Company, in consultation with the Book Running Lead Managers may consider closing the Bid / Offer Period for QIBs one day prior to the Bid / Offer Closing Date in accordance with the SEBI ICDR Regulations. Any revision in the uploading time instructed by the Stock Exchanges shall be communicated to the Sub-Syndicate Members who in turn shall communicate such revision to their agents. It is clarified that Bids not uploaded on the electronic bidding system would be considered rejected. Bids by ASBA Bidders shall be uploaded in the electronic system to be provided by the Stock Exchanges by for the Designated Intermediaries Intermediaries; in case of any discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical or electronic ASBA Form, for a particular Bidder, the details of the Bid file received from Stock Exchanges may be taken as final data for the purposes of Allotment;
(xviii) it shall ensure acknowledges that its Sub-RIBs can revise their Bids during the Bid/Offer Period. The members of the Syndicate Members shall, no later than 5:00 p.m. IST on the Bid/Offer Closing Date or any other period as applicable permitted under Applicable Law and agreed by the BRLMs in consultation with the Registrar, carry out the necessary modifications of the Bids already uploaded in accordance with Applicable Law, and, if applicable, forward the relevant forms to the SCSBs or the Registrar. Subsequently, the Stock Exchanges will share the revised Bid details along with the UPI Circulars, enter the following details of an ASBA Bidder who submits an ASBA Bid at the Specified Locations in the electronic bidding system: (a) symbol; (b) intermediary code; (c) intermediary name; (d) location code; (e) name ID of the bidder; (f) name of UPI Bidders to the bank; (g) bank code; (h) category – individual, corporate, QIB, eligible NRI, etc.; (i) PAN (of Sponsor Banks and the sole/first Bidder); (j) number of Equity Shares Bid for; (k) price per Equity Share; (l) Bid cum Application Form number; (m) DP ID Sponsor Banks shall revoke the earlier UPI Mandate Request and Client ID; (n) quantity; (o) amount; (p) order number; (q) depository of initiate a new UPI Mandate Request for the beneficiary account of the Bidder; and (r) UPI ID. For Anchor Investors, the BRLMs shall enter details of the respective Anchor Investor Bid Amount as well as the payment referencerevised Bid;
(xix) it acknowledges that in accordance with the March 16 Circular, to avoid duplication, the facility of re- initiation provided to members of the Syndicate shall preferably be allowed only once per Bid or batch and its Sub-Syndicate Membersas deemed fit by the concerned Stock Exchange, if any, after Bid closure time;
(xx) it shall undertake necessary modifications of select fields in the Bid details, including UPI ID (as applicable), already uploaded by it during the Bid/Offer Period, including on account of inconsistencies brought to the attention of the relevant member of the Syndicate by the Stock Exchanges or otherwise during validation of electronic Bid details, in compliance with Applicable Lawterms of the SEBI Regulations and within such timelines prescribed thereunder, including the UPI Circulars and the Exchange Circularsas applicable;
(xxxxi) it shall provide the identification numbers (terminal IDs) of all Specified Locations its Bidding Centers and those of its Sub-Syndicate Members, if any, to the Registrar to the Offer together with such other information that may be necessary to enable the Registrar to the Offer to keep a record of the bidding at each such bidding center Bidding Center at the end of each day during the Bid/ Bid/Offer Period;
(xxixxii) it shall provide the Registrar with a daily record, with a separate section for each of its Bidding Centers and those of its Sub-Syndicate Members, details relating to the Bid cum Application Forms received from the Bidders, details regarding registration of the Bids, and the Bid Amounts (other than Bids collected by SCSBs, CDPs, RTAs and Registered Brokers) within such timelines as may be prescribed under Applicable Law;
(xxiii) it shall register and upload the Bids received by it and its Sub-Syndicate Members, onto the electronic bidding system as soon as practicable on the same Working Day on which the Bids are received (subject to the Stock Exchanges permitting such upload on the same Working Day). The BRLMs will instruct the Anchor Investors to deposit their the Bid Amounts in relation to the Bids by Anchor Investors into the Escrow Accounts Account of the Company maintained with the designated Escrow Collection Banks Bank for Anchor Investors, on the same day on which the Bid was received or any other period as agreed with the BRLMs in consultation with the Registrar to the Offer within the time period prescribed under the SEBI ICDR Regulations and other Applicable Law, and for the remaining Bid Amount (in cases where the Anchor Investor Allocation Price is lower than the Offer Price), on or prior to the Anchor Investor Pay-in Date; and it acknowledges that if the relevant Bid Amounts are it does not deposited comply with its obligations, within the time period stipulated herein, then such the Escrow Collection Bank or SCSB, as the case may be, on the advice of the Registrar and/or the BRLMs, may not accept the relevant Bid Amounts and the Bid cum Application Forms; and it shall not collect or deposit payment instruments drawn in favor of the Company or any other party or account, other than in favor of the designated Escrow Account as specified in the Bid cum Application Form, the Red ▇▇▇▇▇▇▇ Prospectus and the Preliminary Offering Memorandum; and with respect to Bids are liable to be rejected;
(xxii) by the Members Syndicate ASBA Bidders who have chosen a non-UPI payment mechanism, it shall not accept any ASBA Form without satisfying itself that the SCSB where the ASBA Account is maintained, as specified in the ASBA Form, has named at least one Designated Branch in that Specified Location in which member of the Syndicate or any of their its Sub-Syndicate Members is accepting the ASBA Form or in case the Syndicate ASBA Bidder has chosen UPI as the mode of payment, the ASBA Form contains the UPI ID for such Bidder linked to a bank account of an SCSB notified by the SEBI which is live on UPI 2.0;
(xxiv) it shall enter details take all necessary steps and co-operate with the Escrow Collection Bank, the Refund Bank, the Public Offer Account Bank and the Registrar to ensure that the Allotment of a Bidder the Equity Shares and refund, if any, of any amount collected during the Anchor Investor Bid/Offer Period and the Anchor Investor Pay-in Date, if applicable, and any other post-Offer activities are completed within the electronic bidding system as time period specified in the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus, the Preliminary Offering Memorandum, the SEBI ICDR Regulations Offering Memorandum and any circular issued by the SEBI from time to timeRegulations;
(xxiiixxv) it shall ensure that all records be responsible for collection of the Bids including the ASBA Forms (submitted by and other documents attached to the ASBA Forms from Syndicate ASBA Bidders at the Specified Locations and if applicable (other than UPI Bidders), together deposit thereof (with supporting documentsrelevant schedules) with the relevant branch of the SCSB where the ASBA Account, are as specified in the ASBA Form, is maintained and forwarded named by such SCSB to accept such ASBA Form, no later than the SCSBsperiod agreed with the BRLMs in consultation with the Registrar, except in relation to or required under Applicable Law, after uploading the Bids from UPI Biddersonto the electronic bidding system. The members of the Syndicate acknowledge that if they do not comply with their obligations, within the time periods specified by the Stock Exchanges or the SEBI ICDR Regulationsperiod stipulated herein, the SEBI Process Circulars or UPI Circularsrelevant SCSB, on the advice of the Registrar and the other members of the Syndicate, may not accept the ASBA Form;
(xxivxxvi) except for UPI Bidders, it shall ensure that it has affixed its stamp on in the main body of each Bid cum Application Form forwarded (except electronic Bid cum Application Forms) submitted by it to SCSBs or Escrow Collection Banks or the Registrar, as applicable, under “Broker’s/ SCSB Branch’s Stamp / RTA /CDP” (as applicable) as an acknowledgement of upload of the Bid in the electronic bidding system of the Stock Exchanges; a Syndicate ASBA Bidder. Bid cum Application Forms (except electronic Bid cum Application Forms) that do not bear such stamp stamps are liable to be rejected. It is however clarified that ;
(xxvii) in respect of Bids by Anchor Investors do not get uploaded the Syndicate ASBA Bidders bidding through any member of the Syndicate or their respective Sub-Syndicate Members, as applicable, it shall deposit only such Bids with the respective SCSB branches in the particular Specified Location, which have been validly registered on the electronic bidding system of the Stock Exchanges on the Anchor Investor Bidding DateExchanges;
(xxvxxviii) it shall be bound by and shall follow the operational instructions relating to the method and manner of the Offer process as prescribed in this Agreement, the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus, the Preliminary Offering Memorandum, the Offering Memorandum, the SEBI Regulations, any other Applicable Law and any guidance or instructions issued by the BRLMs and/or the Registrar, in relation to the Bids procured from Anchor Investors, submitted by the BRLMs shall be responsible for providing a schedule (including application number, payment instrument number/ RTGS / NEFT/ UTR control number and Bid Amount paid by Anchor Investors) to the Escrow Collection Bank during the Anchor Investor Bid/ Offer Period or any other period as agreed among the BRLMs in consultation with the Registrar to the OfferSyndicate ASBA Bidders;
(xxvixxix) it shall provide be bound by, and shall comply with all Applicable Law in connection with the Registrar Offer, including the ICDR Regulations specifically relating to advertisements and research reports and undertakes that it:
a. shall not distribute any information extraneous to the Offer with a daily recordRed ▇▇▇▇▇▇▇ Prospectus, with a separate the Prospectus, the Preliminary Offering Memorandum or the Offering Memorandum to any one section for each of its bidding centers the investors or research analysts in any manner whatsoever (including, without limitation, at road shows, presentations, in research or sales reports or at Bidding Centers, etc.) until 40 days after the date of listing of the Equity Shares or such other time as agreed by the BRLMs and those of its Sub-Syndicate Members, details relating notified to the Bid cum Application Forms received from the Bidders, details regarding registration members of the Bids Syndicate; and
b. shall not make any disclosure or any announcements to the public or the press regarding any aspect of the Offer until the commencement of trading of the Equity Shares, except as may be directed or permitted, in writing by the Company and Bid Amounts the BRLMs or as may be permitted under any contractual understanding or agreement or as may be directed by the SEBI or the Stock Exchanges or as required by Applicable Law.
(xxx) it shall be fully responsible for the collection of the ASBA Forms submitted to it by the Syndicate ASBA Bidders and, if required under Applicable Law forwarding such ASBA Forms (other than Bidders using UPI Mechanism since such Bids collected by SCSBs, CDPs, RTAs and Registered Brokers). This record (except Bids by Anchor Investors, and Bids by UPI Bidders will be made using the UPI mechanism) shall be made available to the Registrar no later than 5 p.m. IST on any given dayMechanism), or any such time permissible under Applicable Law, as agreed win respect of all Bids procured u
Appears in 1 contract
Sources: Syndicate Agreement
RESPONSIBILITIES OF THE MEMBERS OF THE SYNDICATE.
3.1 Each Member of The Parties acknowledge that pursuant to SEBI ICDR Regulations, the Syndicate herebySEBI Process Circulars and UPI Circulars, severally all Bidders (other than Anchor Investors) are required to mandatorily submit their Bids and not jointly, represents and warrants to the Company, each of the Selling Shareholders and to the other Parties, in relation to the Offer, that (a) it is an intermediary registered with SEBI and has a valid SEBI registration certificate for acting as a Member of the Syndicate (“Registration Certificate”) and has not been debarred or prohibited from acting as an intermediary by SEBI; and participate in the event of withdrawal or cancellation of their Registration Certificate, such Member of Offer through the ASBA process and all Syndicate shall promptly inform ASBA Bidders that are UPI Bidders are required to mandatorily Bid through the fact of such withdrawal or cancellation to other Parties; and (b) this Agreement has been duly authorized, executed and delivered by it, and is a valid and legally binding obligation of such Member of the Syndicate in accordance with the terms of this AgreementUPI Mechanism.
3.2 Subject to Clauses 3.3, 3.4 and 3.5 below, each of the Members member of the Syndicate shall have the following responsibilities and obligations in relation to the Offer, and each Member member of the Syndicate hereby severally (and not jointly, or jointly and severally) represents, warrants, agrees, covenants covenants, and undertakes to the Company, the Selling Shareholders and to the other Members members of the Syndicate on behalf of itself, and to the extent relevant, its respective Sub-Syndicate Members thatMembers:
(i) it, or the respective Sub-Syndicate Member Members appointed by it, shall be responsible for collection of Bids (including Bids using the UPI Mechanism) from the Syndicate ASBA Bidders bidding through any Member of the Syndicate or their respective Sub-Syndicate Members (other than Bids submitted by the ASBA Bidders directly submitted to the SCSBs an SCSB or Bids collected by Registered Brokers at or RTAs or CDPs) and the Broker Centres, CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations or the Bids submitted by BRLM shall be responsible for instructing the Anchor Investors to deposit the BRLMs), only at Bid Amount in the Specified Locations, as applicable, Escrow Account in the manner specified in this Agreement, the SEBI ICDR RegulationsRegulations and any other Applicable Law, the Offer DocumentsRed ▇▇▇▇▇▇▇ Prospectus, the terms of the Prospectus, Bid cum Application Form, other Applicable Laws Form and the Allotment Advice as applicable and instructions issued jointly by the BRLMs BRLM and the Registrar to the Offer. Provided however that in the event of any failure of Bids on account of any non-bidding, error, fraud or malpractice malpractices by the relevant SCSB with whom such Syndicate ASBA Bid was submitted, deposited or forwarded submitted for bidding and blocking by the Members of the SyndicateSCSB, the Member member of the Syndicate shall not be liable and the relevant SCSB shall be responsible for the sameliable;
(ii) it shall follow all instructions issued by the BRLMs and the Registrar to the Offer, in accordance with Applicable Law and this Agreement, in dealing with the Bid cum Application Forms including with respect to (a) the Bids submitted by QIBs (including Anchor Investors which shall be in accordance with Clause 3.5 below) and (b) the Bids submitted through their respective Sub-Syndicate Members, as applicable, at Specified Locations;
(iii) all Bids (other than Bids by UPI Bidders) shall be submitted to an SCSB for uploading and blocking of the funds and uploading on the electronic bidding platform of the Stock Exchanges;
(iv) any Bids submitted by the Syndicate/ their respective Sub-Syndicate Members to an SCSB shall be made on a special Bid cum Application Form and the heading/ watermark “Syndicate ASBA” must be used by the Syndicate/ Sub-Syndicate Member Members along with the SM Code and Broker Code mentioned on such special Bid cum Application Form to be eligible for brokerage on Allotment. However, any such special Bid cum Application Forms used for Bids by UPI Bidders shall not be eligible for brokerage;
(viii) it agrees shall follow all instructions issued by the BRLM and acknowledges that the Registrar in dealing with the Bid cum Application Forms (including with respect to Bids by the Syndicate ASBA Bidders and the Anchor Investors) procured by it or its respective Sub-Syndicate Members, if any, at Specified Locations. Bids through any other modes by any Bidder (except Bids by Anchor Investors which shall only be submitted at the select offices of the BRLMs and shall not be collected by the Syndicate Members;
(vi) it shall procure Bid cum Application Forms from ASBA Bidders bidding through any Member of the Syndicate or their respective Sub-Syndicate Members, as applicable, only at the Specified Locations;
(vii) it shall accept Bids from Bidders (other than Anchor Investors) only through ASBA process in terms of the SEBI Process Circulars. Bids through any other modes (other than Bids submitted by Anchor InvestorsBRLM) shall be treated as invalid and be rejected. If it accepts any Bids through modes other than ASBA process (other than Bids submitted by Anchor Investors), it shall be solely responsible for any consequences arising as a result of accepting such Bid and for resolving any investor grievances arising as a result thereof;
(viiiiv) it shall not register/upload any Bid without first accepting the duly filled the Bid cum Application Form in writing (including via facsimile), electronic means) from the Bidder, whether in India or abroad; ;
(v) it shall be responsible for the completion and accuracy of all details (including the correct UPI ID for Bids by UPI Bidders) to be entered into the online electronic bidding system of the Stock Exchanges based on the filled in Bid cum Application Form received by it including the correct UPI ID of the UPI Bidders relevant Bidder (as applicable) and, subject to Clause 2.42.3, shall be responsible for any default, mistake or error in the Bid details uploaded by it or subsequent corrections including the UPI related details (as applicable) if such default, mistake or error are solely attributable to it and in resolving investor grievances arising from such errors, if such errors are solely attributable to it; ;
(vi) it shall ensure that the required documents are attached to the Bid cum Application Form prior to uploading uploading/ submitting any Bid including Bids by UPI BiddersBid, shall ensure the completion and accuracy of the required documents, and it shall ensure that such Bids and UPI IDs (as applicable) are uploaded on the electronic bidding systems of the Stock Exchanges on a regular basis during the Bid/ Offer Period in compliance with the SEBI ICDR Regulations and SEBI Process CircularRegulations, and within such time as permitted by the Stock Exchanges and the SEBI ICDR Regulations; ;
(vii) it shall forward a schedule in the format prescribed under the UPI Circulars (containing certain information, including the application number and the amount) along with the Bid cum Application Form (carrying its identification mark), other than Bids by UPI Bidders under the UPI Mechanism, to the branch of the respective SCSBs for bidding and blocking of funds, within such time as permitted by the Stock Exchanges and Applicable Law or within such other timeline as prescribed under Law.
(viii) it shall be responsible for uploading the correct UPI ID based on the ASBA Form received into the electronic bidding system of the Stock Exchanges for UPI Bidders , before the Bid/Offer Closing Date, and it shall be responsible for any error in the UPI Circularsdetails uploaded by it;
(ix) it shall, after uploading the Bid, affix a stamp and give an acknowledgment, either by way of a counterfoil or specifying the application number to the Bidder as proof of having accepted the Bid cum Application Form in physical or electronic form, respectively, in accordance with Applicable Law. Further, it shall retain the physical Bid cum Application Forms submitted by UPI Bidders using UPI as a payment mechanism for a period of six months or such other period as may be prescribed, and shall thereafter forward such forms to the Company / Registrar; and shall maintain electronic records related to electronic Bid cum Application Forms submitted by such UPI Bidders for a minimum period of three years or such other period as may be prescribed under Applicable Law;
(x) it will enter each Bid option and UPI ID (if applicable) option into the electronic bidding system as a separate Bid within the timelines time prescribed by the SEBI and generate a transaction registration slip an Acknowledgement Slip for each price and demand option and give the same furnish an Acknowledgement Slip to the Bidder on Bidder, including upon request;
(xix) it shall accept and upload Bids by ASBA Bidders only during the Bid/ Bid/Offer Period. The members of the Syndicate shall indicate any revision in Price Band or change in Bid/Offer Period on the relevant website and the terminals of the members of the Syndicate, pursuant to any public notice that may be released by the Company in this regard. In case of Anchor Investors, the BRLMs BRLM shall accept Bids only during on the Anchor Investor Bid/ Offer Period as applicable and as specified in the Red ▇▇▇▇▇▇▇ Prospectus and in accordance with the Applicable LawsBidding Date;
(xiixi) at the end of each day during the Bid/ Bid/Offer Period, the demand for the Equity Shares (excluding the allocation made to the Anchor Investors during on the Anchor Investor Bid/ Offer PeriodBidding Date) and the Bid prices shall be displayed on an online graphical display at its Bidding terminals, for information to the public;
(xiiixii) it agrees that Anchor Investors shall upload/submit their Bids only through the BRLMs or their Affiliates. No other Member of the Syndicate shall solicit orders or collect Bids from any Anchor Investors. It agrees that the Members members of the Syndicate (only in the Specified Locations) have the right to accept or reject Bids by QIBs (other than Anchor Investors). Further, Bids from QIBs can also be rejected, rejected by the Company Company, in consultation with the BRLMs, BRLM on technical grounds or such grounds as described in the Offer Documents, in compliance with Applicable Law. Bids from Non-Institutional Bidders, Investors and Retail Individual Bidders and UPI Bidders Investors can be rejected on technical grounds only as described in the Offer Documents, in compliance with Applicable Lawonly. It shall not accept any Bids (other than from Anchor Investors and Bids using the UPI mechanism)that Investors) that are not made through the ASBA process and shall be treated as invalid and liable to be rejectedprocess. UPI Bidders using UPI Mechanismmechanism, may also submit their ASBA Forms with the Registered Brokers, RTA or Depository Participants, SCSBs, CDPs or Syndicate Member (or Sub-Syndicate Members);
(xivxiii) no Member member of the Syndicate shall accept any Bids from any Overseas Corporate Body;
(xvxiv) it shall procure ASBA Forms from Syndicate ASBA Bidders only at the Specified Locations;
(xvixv) it shall ensure the availability of adequate infrastructure and other facilities for Bidding, and that including at least one of the members of the Syndicate shall be present at the Specified Locations so that there is least one electronically linked computer terminal, terminal at all the Specified Locations is available for the purpose of Bidding and for data entry of the Bids in a timely manner at all the Specified Locationsmanner;
(xviixvi) except in relation to the Bids received from Anchor Investors, Bids and any revisions in Bids will be accepted only between 10.00 10:00 a.m. IST and 5.00 5:00 p.m. (Indian Standard Time) IST during the Bid/ Bid/Offer Period (except on the Bid/Offer Closing Date) at the Specified Locations (except on Bid/ Offer Closing Date, which for QIBs may be one Working Day prior to the Bid/ Offer Closing Date for other categories of Bidders)Locations. On the Bid/ Bid/Offer Closing Date, Bids and any revisions in Bids will only be accepted between 10.00 10:00 a.m. (Indian Standard Time) IST and 3.00 3:00 p.m. (Indian Standard Time). On the Bid/ Offer Closing Date Bids shall be IST and uploaded until (i) 4.00 4:00 p.m. (Indian Standard Time) IST in case of Bids by QIBs and Non-Institutional Investors; and (ii) until 5.00 5:00 p.m. (Indian Standard Time) or such extended time as permitted by the Stock Exchanges, in case of Bids by Retail Individual Bidders after taking into account the total number of applications received up to the closure of timings and reported by the BRLMs to the Stock Exchanges. Bids will be accepted only on Working DaysIST. The CompanyCompany may, in consultation with the Book Running Lead Managers may BRLM, consider closing the Bid / Offer Period for QIBs one day prior to the Bid / Offer Closing Date in accordance with the SEBI ICDR Regulations. Bids will be accepted only on Working Days. Any revision in the uploading time instructed by the Stock Exchanges shall be communicated to the Sub-Syndicate Members who in turn shall communicate such revision to their agents. It is clarified that Bids not uploaded on the electronic bidding system would be considered rejected. Bids by ASBA Bidders shall be uploaded in the electronic system to be provided by the Stock Exchanges by for the Designated Intermediaries Intermediaries; in case of any discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical or electronic ASBA Form, for a particular Bidder, the details of the Bid file received from Stock Exchanges may be taken as final data for the purposes of Allotment;.
(xviiixvii) it It shall ensure that its Sub-Syndicate Members shall, as applicable and in accordance with the UPI Circulars, enter the following details of an ASBA Bidder who submits an ASBA Bid at the Specified Locations in the electronic bidding system: (a) symbol; (b) intermediary code; (c) intermediary name; (d) location code; (e) name of the bidder; (f) name of the bank; (g) bank code; (h) category – individual, corporate, QIB, eligible NRI, etc.; (i) PAN (of the sole/first Bidder); (j) number of Equity Shares Bid for; (k) price per Equity Share; (l) Bid cum Application Form number; (m) DP ID and Client ID; (n) quantity; (o) amount; (p) order number; (q) depository of the beneficiary account of the Bidder; and (r) UPI ID. For Anchor Investors, the BRLMs shall enter details of the respective Anchor Investor Bid Amount as well as the payment reference;
(xix) it and its Sub-Syndicate Members, if any, shall undertake necessary modifications of select fields in the Bid details, already uploaded by it during the Bid/Offer Period, in compliance with Applicable Law, including the UPI Circulars and the Exchange Circulars;
(xx) it shall provide the identification numbers (terminal IDs) of all Specified Locations and those of its Sub-Syndicate Members, if any, to the Registrar to the Offer together with such other information that may be necessary to enable the Registrar to the Offer to keep a record of the bidding at each such bidding center at the end of each day during the Bid/ Offer Period;
(xxi) it shall register and upload the Bids received by it and its Sub-Syndicate Members, onto the electronic bidding system as soon as practicable on the same Working Day on which the Bids are received (subject to the Stock Exchanges permitting such upload on the same Working Day). The BRLMs will instruct the Anchor Investors to deposit their Bid Amounts into the Escrow Accounts of the Company maintained with the designated Escrow Collection Banks for Anchor Investors, on the same day on which the Bid was received or any other period as agreed with the BRLMs in consultation with the Registrar to the Offer within the time period prescribed under the SEBI ICDR Regulations and other Applicable Law, and for the remaining Bid Amount (in cases where the Anchor Investor Allocation Price is lower than the Offer Price), on or prior to the Anchor Investor Pay-in Date; and it acknowledges that if the relevant Bid Amounts are not deposited within the time period stipulated herein, then such Bids are liable to be rejected;
(xxii) the Members of the Syndicate or any of their Sub-Syndicate Members shall enter details of a Bidder in the electronic bidding system as specified in the Red ▇▇▇▇▇▇▇ Prospectus, the Preliminary Offering Memorandum, the SEBI ICDR Regulations and any circular issued by the SEBI from time to time;
(xxiii) it shall ensure that all records of the Bids including the ASBA Forms (submitted by the Syndicate ASBA Bidders), together with supporting documents, are maintained and forwarded to the SCSBs, except in relation to Bids from UPI Bidders, within the time periods specified by the Stock Exchanges or the SEBI ICDR Regulations, the SEBI Process Circulars or UPI Circulars;
(xxiv) except for UPI Bidders, it shall ensure that it has affixed its stamp on each Bid cum Application Form forwarded by it to SCSBs or Escrow Collection Banks or the Registrar, as applicable, under “Broker’s/ SCSB Branch’s Stamp / RTA /CDP” (as applicable) as an acknowledgement of upload of the Bid in the electronic bidding system of the Stock Exchanges; Bid cum Application Forms (except electronic Bid cum Application Forms) that do not bear such stamp are liable to be rejected. It is however clarified that Bids by Anchor Investors do not get uploaded on electronic bidding system of the Stock Exchanges on the Anchor Investor Bidding Date;
(xxv) in relation to the Bids procured from Anchor Investors, the BRLMs shall be responsible for providing a schedule (including application number, payment instrument number/ RTGS / NEFT/ UTR control number and Bid Amount paid by Anchor Investors) to the Escrow Collection Bank during the Anchor Investor Bid/ Offer Period or any other period as agreed among the BRLMs in consultation with the Registrar to the Offer;
(xxvi) it shall provide the Registrar to the Offer with a daily record, with a separate section for each of its bidding centers and those of its Sub-Syndicate Members, details relating to the Bid cum Application Forms received from the Bidders, details regarding registration of the Bids and Bid Amounts (other than Bids collected by SCSBs, CDPs, RTAs and Registered Brokers). This record (except Bids by Anchor Investors, and Bids by UPI Bidders using the UPI mechanism) shall be made available to the Registrar no later than 5 p.m. IST on any given day, or any such time permissible under Applicable Law, as agreed w
Appears in 1 contract
Sources: Syndicate Agreement
RESPONSIBILITIES OF THE MEMBERS OF THE SYNDICATE. 3.1 The Parties acknowledge that pursuant to the SEBI Regulations and the SEBI Process Circulars, all Bidders (other than Anchor Investors) are required to mandatorily submit their Bids and participate in the Issue through the ASBA process and all Syndicate ASBA Bidders that are UPI Bidders are required to mandatorily Bid through the UPI mechanism.
3.1 3.2 Each Member member of the Syndicate hereby, severally and not jointly, represents and warrants to the Company, each of the Selling Shareholders and to the other Other Parties, in relation to the Offer, that Issue that: (a) it is an intermediary registered with SEBI and has a valid SEBI registration certificate for acting as a Member member of the Syndicate (“Registration Certificate”) and has not been debarred or prohibited from acting as an intermediary by SEBI); and in the event of withdrawal or cancellation of their Registration Certificate, such Member of the Syndicate shall promptly inform the fact of such withdrawal or cancellation to other Parties; and (b) this Agreement has been duly authorized, executed and delivered by it, and is a valid and legally binding obligation of such Member member of the Syndicate; and (c) it has not been debarred or prohibited (including ad interim prohibition) from acting as an intermediary by SEBI or any other regulatory authority and in the event of withdrawal or cancellation of their Registration Certificate, such member of the Syndicate in accordance with shall as soon as reasonably practicable inform the terms fact of this Agreementsuch withdrawal or cancellation to other Parties.
3.2 3.3 Subject to Clauses 3.3, 3.4 and Section 3.5 below, each of the Members members of the Syndicate shall have the following responsibilities and obligations in relation to the OfferIssue, and each Member member of the Syndicate hereby severally (severally, and not jointly, or jointly and severally) represents, warrants, agrees, covenants and undertakes to the Company, the Selling Shareholders and other Members members of the Syndicate on behalf of itself, and to the extent relevant, its respective Sub-Syndicate Members that:
(i) it, or the respective Sub-Syndicate Member Members appointed by it, shall be responsible for collection of Bids (including Bids using the UPI Mechanism) from the Syndicate ASBA Bidders bidding through any Member of and only the Syndicate or their respective Sub-Syndicate Members (other than Bids directly submitted to the SCSBs or Bids collected by Registered Brokers at the Broker Centres, CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations or the Bids submitted by BRLM shall be responsible for instructing the Anchor Investors to deposit Bid Amount in the BRLMs), only at the Specified Locations, as applicableEscrow Account, in the manner specified in this Agreement, the SEBI ICDR RegulationsRegulations and any other Applicable Law, the Offer DocumentsRed ▇▇▇▇▇▇▇ Prospectus, the Prospectus, the Preliminary Offering Memorandum, the Offering Memorandum, the terms of the Bid cum Application Form, other Applicable Laws UPI Circulars, the Allotment Advice and instructions issued jointly by the BRLMs BRLM and the Registrar to the OfferRegistrar, as applicable. Provided however that in the event of any failure of Bids on account of any non-bidding, error, fraud or malpractice malpractices by the relevant SCSB with whom such Syndicate ASBA Bid was submitted, deposited or forwarded submitted for bidding and blocking by the Members of the SyndicateSCSB, the Member member of the Syndicate shall not be liable and the relevant SCSB shall be responsible for the sameliable;
(ii) it shall follow all instructions issued by the BRLMs and the Registrar to the Offer, in accordance with Applicable Law and this Agreement, in dealing with the Bid cum Application Forms including with respect to (a) the Bids submitted by QIBs (including Anchor Investors which shall be in accordance with Clause 3.5 below) and (b) the Bids submitted through their respective Sub-Syndicate Members, as applicable, at Specified Locations;
(iii) all Bids (other than Bids by UPI Bidders) shall be submitted to an SCSB for uploading and blocking of the funds and uploading on the electronic bidding platform of the Stock Exchanges;.
(iviii) any Bids submitted by the Syndicate/ their respective Sub-Syndicate Members to an SCSB shall be made on a special Bid cum Application Form and the heading/ watermark “Syndicate ASBA” must be used by the Syndicate/ Sub-Syndicate Member along with the SM Code and Broker Code mentioned on such special Bid cum Application Form to be eligible for brokerage on Allotment. However, any such special Bid cum Application Forms used for Bids by UPI Bidders shall not be eligible for brokerage;
(iv) it will not accept Bid cum Application Forms from Bidders using UPI as a payment mechanism if they are not in accordance with the UPI Circulars;
(v) it shall follow and ensure compliance with Circular No. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, Exchange Circulars under which (a) ASBA Forms shall be processed only after the application monies are blocked in the Bidder’s bank accounts; and (b) Stock Exchanges shall accept the ASBA Forms in their electronic building platforms only with a mandatory confirmation on the application monies blocked. In accordance with the SEBI circular number SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, no bid made using UPI shall be considered as valid unless the mandate request for the blocking of funds has been accepted and Bid amounts corresponding to the Bid have been blocked in the respective account of the Bidder.
(vi) it agrees and acknowledges that the Bids by Anchor Investors shall be submitted at the select offices office of the BRLMs BRLM and shall not be collected by the Syndicate MembersMember;
(vivii) it shall procure follow all instructions issued by the BRLM and the Registrar in dealing with the Bid cum Application Forms from ASBA Bidders bidding through with respect to Bids submitted to any Member member of the Syndicate or their respective its Sub-Syndicate Members, as applicable, only at the Specified Locations;
(vii) it shall accept Bids from Bidders (other than Anchor Investors) only through ASBA process in terms of the SEBI Process Circulars. Bids through any other modes (other than Bids submitted by Anchor Investors) shall be treated as invalid and be rejected. If it accepts any Bids through modes other than ASBA process (other than Bids submitted by Anchor Investors), it shall be solely responsible for any consequences arising as a result of accepting such Bid and for resolving any investor grievances arising as a result thereof;
(viii) it shall not register/upload any Bid without first accepting the duly filled Bid cum Application Form in writing (including via facsimile), electronic means) from the Bidder, whether in India or abroadabroad and shall after uploading the Bid, affix stamp and give an acknowledgment, either by way of a counterfoil or specifying the application number to the Bidder, as proof of having accepted the Bid cum Application Form, in physical or electronic mode, respectively; it shall be responsible for the completion and accuracy of all details (including the correct UPI ID for Bids by UPI Bidders) to be entered into the electronic bidding system of the Stock Exchanges based on the filled in Bid cum Application Form received by it it, including the correct UPI ID of the UPI Bidders relevant Bidder (as applicable), and, subject to Clause Section 2.4, shall be responsible for any default, mistake or error in the Bid details uploaded by it or subsequent corrections including the UPI related details (as applicable) if such default, mistake or error are solely attributable to it and in resolving investor grievances arising from such errors, if such defaults, mistakes or errors are solely attributable to it; it shall ensure that the required documents are attached to the Bid cum Application Form prior to uploading any Bid including Bids by UPI BiddersBid, and it shall ensure that such Bids and UPI IDs (as applicable) are uploaded on the electronic bidding systems of the Stock Exchanges on a regular basis during the Bid/ Offer Period in compliance with the SEBI ICDR Regulations and SEBI Process CircularRegulations, and within such time as permitted by the Stock Exchanges and the SEBI ICDR Regulations; ;
(ix) it shall forward a schedule in the format prescribed under the UPI Circulars along with with, if applicable, the Bid cum Application Form (carrying its identification mark), Forms other than Bids by UPI Bidders under the UPI Mechanism, Mechnism to the branch of the respective SCSBs for bidding and blocking of funds, within such funds in accordance with the time as permitted by the Stock Exchanges and Applicable Law or within such other timeline as prescribed under the UPI CircularsLaw;
(ixx) it shall, after uploading the Bid, affix a stamp and shall give an acknowledgment, either by way of a counterfoil acknowledgment or specifying specify the application number to the Bidder as proof of having accepted the Bid cum Application Form in physical or electronic form, respectively, in accordance with Applicable Law. Further, it shall retain the physical Bid cum Application Forms submitted by UPI Bidders using UPI as a payment mechanism for a period of six months or such other period as may be prescribed, and shall thereafter forward such forms to the Company / Company/ Registrar; and shall maintain electronic records related to electronic Bid cum Application Forms submitted by such UPI Bidders for a minimum period of three years or such other period as may be prescribed under Applicable Law;
(xxi) as specified in the Red ▇▇▇▇▇▇▇ Prospectus, the Preliminary Offering Memorandum and the SEBI Regulations, the members of the Syndicate or any of their Sub-Syndicate Members shall enter the details of a Bidder, including UPI ID, in the electronic bidding system. Further, it will and its Sub-Syndicate Members shall enter each Bid option and UPI ID (if applicable) option into the electronic bidding system as a separate Bid within the timelines prescribed by SEBI and generate a transaction registration slip an Acknowledgement Slip for each price and demand option and give the same furnish such Acknowledgement Slip to the Bidder on Bidder, including upon request;
(xixii) it shall accept and upload Bids by ASBA Bidders only during the Bid/ Offer Issue Period. In case of Anchor Investors, the BRLMs shall accept Bids only during the Anchor Investor Bid/ Offer Period as applicable and as specified in the Red ▇▇▇▇▇▇▇ Prospectus and in accordance with Prospectus. In case of Anchor Investors, the Applicable LawsBRLM shall accept Bids only during the Anchor Investor Bid/ Issue Period;
(xiixiii) the members of the Syndicate shall indicate any revision in Price Band or change in Bid/ Issue Period on the relevant website and the terminals of the members of the Syndicate, pursuant to any public notice that may be released by the Company in this regard;
(xiv) at the end of each day during of the Bid/ Offer Issue Period, the demand for the Equity Shares (excluding the allocation made to the Anchor Investors during on the Anchor Investor Bid/ Offer PeriodBidding Date) and the Bid bid prices shall be displayed shown graphically on an online graphical display at its Bidding terminals, terminals for information to of the public;
(xiiixv) it agrees that Anchor Investors shall upload/submit their Bids only through the BRLMs or their AffiliatesBRLM. No other Member member of the Syndicate shall solicit orders or collect Bids from any Anchor Investors. It Further, it agrees that the Members members of the Syndicate (only in the Specified Locations) have the right to accept or reject Bids by QIBs (other than Anchor Investors). Further, Bids from QIBs can also be rejected, rejected by the Company Company, in consultation with the BRLMsBRLM, in accordance with the Preliminary Offering Memorandum and the Offering Memorandum, including on technical grounds (as set out in the General Information Document) or such grounds as described in the Offer Documents, in compliance with Applicable Law. Bids from Non-Institutional Bidders, Retail Individual Bidders and UPI Bidders can be rejected on technical grounds only as described in the Offer Issue Documents, in compliance with Applicable Law. It shall not accept any Bids (other than from Anchor Investors and Bids using the UPI mechanism)that Investors) that are not made through the ASBA process and shall be treated as invalid and liable to be rejectedprocess. UPI Bidders using the UPI Mechanism, Mechanism may also submit their ASBA Forms with the Registered Brokers, RTA RTAs or Depository ParticipantsCDPs;
(xivxvi) no Member member of the Syndicate shall accept any Bids from any Overseas Corporate Body;
(xvxvii) it shall procure ASBA Forms from Syndicate ASBA Bidders only at the Specified Locations;
(xvixviii) it shall ensure the availability of adequate infrastructure and other facilities for Biddingdata entry of the Bids in a timely manner, and including that at least one of the members of the Syndicate shall be present at the Specified Locations so that there is least one electronically linked computer terminal, terminal being available for the purpose of Bidding and for data entry of the Bids in a timely manner at all the Specified Locationsmanner;
(xviixix) except in relation to the Bids received from Anchor Investors, Bids and any revisions in Bids will be accepted only between 10.00 10:00 a.m. IST and 5.00 5:00 p.m. (Indian Standard Time) IST during the Bid/ Offer Issue Period (except on the Bid/ Issue Closing Date) at the Specified Locations (except on Bid/ Offer Closing Date, which for QIBs may be one Working Day prior to the Bid/ Offer Closing Date for other categories of Bidders)Locations. On the Bid/ Offer Issue Closing Date, Bids and any revisions in Bids will only be accepted between 10.00 10:00 a.m. (Indian Standard Time) IST and 3.00 3:00 p.m. (Indian Standard Time). On the Bid/ Offer Closing Date Bids shall be IST and uploaded until (i) 4.00 4:00 p.m. (Indian Standard Time) IST in case of Bids by QIBs and Non-Institutional InvestorsBidders; and (ii) until 5.00 5:00 p.m. (Indian Standard Time) IST or such extended time as permitted by the Stock Exchanges, in case of Bids by Retail Individual Bidders after taking into account the total number of applications received up to the closure of timings and reported by the BRLMs to the Stock ExchangesBidders. Bids will be accepted only on Working Days. The Company, in consultation with the Book Running Lead Managers may consider closing the Bid / Offer Period for QIBs one day prior to the Bid / Offer Closing Date in accordance with the SEBI ICDR Regulations. Any revision in the uploading time instructed by the Stock Exchanges shall be communicated to the Sub-Syndicate Members who in turn shall communicate such revision to their agents. It is clarified that Bids not uploaded on the electronic bidding system would be considered rejected. Bids by ASBA Bidders shall be uploaded in the electronic system to be provided by the Stock Exchanges by for the Designated Intermediaries Intermediaries; in case of any discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical or electronic ASBA Form, for a particular Bidder, the details of the Bid file received from Stock Exchanges may be taken as final data for the purposes of Allotment. The Company may, in consultation with the BRLM, consider closing the Bid / Issue Period for QIBs one day prior to the Bid / Issue Closing Date in accordance with the SEBI ICDR Regulations;
(xviiixx) it acknowledges that RIBs can revise their Bids during the Bid/ Issue Period by submitting revised Bids for which separate UPI Mandate Requests will be generated. The members of the Syndicate shall, no later than 5:00 p.m. IST on the Bid/ Issue Closing Date or any other period as permitted under Applicable Law and agreed by the BRLM in consultation with the Registrar, carry out the necessary modifications of the Bids already uploaded in accordance with Applicable Law. Subsequently, the Stock Exchanges will share the revised Bid details along with the UPI ID of the UPI Bidders to the Sponsor Banks and the Sponsor Banks shall ensure that revoke the earlier UPI Mandate Request and initiate a new UPI Mandate Request for the revised Bid;
(xxi) its Sub-Syndicate Members shall, as applicable and in accordance with the UPI Circulars, enter the following details of an ASBA Bidder who submits an ASBA Bid at the Specified Locations in the electronic bidding system: (a) symbol; (b) intermediary code; (c) intermediary name; (d) location code; (e) name of the bidder; (f) name of the bank; (g) bank code; (h) category – individual, corporate, QIB, eligible NRI, etc.; (i) PAN (of the sole/first Bidder); (j) number of Equity Shares Bid for; (k) price per Equity Share; (l) Bid cum Application Form number; (m) DP ID and Client ID; (n) quantity; (o) amount; (p) order number; (q) depository of the beneficiary account of the Bidder; and (r) UPI ID. For Anchor Investors, the BRLMs shall enter details of the respective Anchor Investor Bid Amount as well as the payment reference;
(xix) it and its Sub-Syndicate Members, if any, shall undertake necessary modifications of select fields in the Bid details, already uploaded by it during the Bid/Offer Period, in compliance with Applicable Law, including the UPI Circulars and the Exchange Circulars;
(xx) it shall provide the identification numbers (terminal IDs) of all Specified Locations and those of its Sub-Syndicate Members, if any, to the Registrar to the Offer together with such other information that may be necessary to enable the Registrar to the Offer to keep a record of the bidding at each such bidding center at the end of each day during the Bid/ Offer Period;
(xxi) it shall register and upload the Bids received by it and its Sub-Syndicate Members, onto the electronic bidding system as soon as practicable on the same Working Day on which the Bids are received (subject to the Stock Exchanges permitting such upload on the same Working Day). The BRLMs will instruct the Anchor Investors to deposit their Bid Amounts into the Escrow Accounts of the Company maintained with the designated Escrow Collection Banks for Anchor Investors, on the same day on which the Bid was received or any other period as agreed with the BRLMs in consultation with the Registrar to the Offer within the time period prescribed under the SEBI ICDR Regulations and other Applicable Law, and for the remaining Bid Amount (in cases where the Anchor Investor Allocation Price is lower than the Offer Price), on or prior to the Anchor Investor Pay-in Date; and it acknowledges that if the relevant Bid Amounts are not deposited within the time period stipulated herein, then such Bids are liable to be rejected;
(xxii) the Members of the Syndicate or any of their Sub-Syndicate Members shall enter details of a Bidder in the electronic bidding system as specified in the Red ▇▇▇▇▇▇▇ Prospectus, the Preliminary Offering Memorandum, the SEBI ICDR Regulations and any circular issued by the SEBI from time to time;
(xxiii) it shall ensure that all records of the Bids including the ASBA Forms (submitted by the Syndicate ASBA Bidders), together with supporting documents, are maintained and forwarded to the SCSBs, except in relation to Bids from UPI Bidders, within the time periods specified by the Stock Exchanges or the SEBI ICDR Regulations, the SEBI Process Circulars or UPI Circulars;
(xxiv) except for UPI Bidders, it shall ensure that it has affixed its stamp on each Bid cum Application Form forwarded by it to SCSBs or Escrow Collection Banks or the Registrar, as applicable, under “Broker’s/ SCSB Branch’s Stamp / RTA /CDP” (as applicable) as an acknowledgement of upload of the Bid in the electronic bidding system of the Stock Exchanges; Bid cum Application Forms (except electronic Bid cum Application Forms) that do not bear such stamp are liable to be rejected. It is however clarified that Bids by Anchor Investors do not get uploaded on electronic bidding system of the Stock Exchanges on the Anchor Investor Bidding Date;
(xxv) in relation to the Bids procured from Anchor Investors, the BRLMs shall be responsible for providing a schedule (including application number, payment instrument number/ RTGS / NEFT/ UTR control number and Bid Amount paid by Anchor Investors) to the Escrow Collection Bank during the Anchor Investor Bid/ Offer Period or any other period as agreed among the BRLMs in consultation with the Registrar to the Offer;
(xxvi) it shall provide the Registrar to the Offer with a daily record, with a separate section for each of its bidding centers and those of its Sub-Syndicate Members, details relating to the Bid cum Application Forms received from the Bidders, details regarding registration of the Bids and Bid Amounts (other than Bids collected by SCSBs, CDPs, RTAs and Registered Brokers). This record (except Bids by Anchor Investors, and Bids by UPI Bidders using the UPI mechanism) shall be made available to the Registrar no later than 5 p.m. IST on any given day, or any such time permissible under Applicable Law, as agreed w
Appears in 1 contract
Sources: Syndicate Agreement
RESPONSIBILITIES OF THE MEMBERS OF THE SYNDICATE.
3.1 Each Member of the Syndicate herebyThe Parties acknowledge that pursuant to SEBI Regulations, severally all Bidders (other than Anchor Investors) are required to mandatorily submit their Bids and not jointly, represents and warrants to the Company, each of the Selling Shareholders and to the other Parties, in relation to the Offer, that (a) it is an intermediary registered with SEBI and has a valid SEBI registration certificate for acting as a Member of the Syndicate (“Registration Certificate”) and has not been debarred or prohibited from acting as an intermediary by SEBI; and participate in the event of withdrawal or cancellation of their Registration Certificate, such Member of Offer through the ASBA process and all Syndicate shall promptly inform ASBA Bidders that are UPI Bidders are required to mandatorily Bid through the fact of such withdrawal or cancellation to other Parties; and (b) this Agreement has been duly authorized, executed and delivered by it, and is a valid and legally binding obligation of such Member of the Syndicate in accordance with the terms of this AgreementUPI Mechanism.
3.2 Subject to Clauses 3.3, 3.4 and Section 3.5 below, each of the Members members of the Syndicate shall have the following responsibilities and obligations in relation to the Offer, and each Member member of the Syndicate hereby severally (and not jointly, or jointly ) represents and severally) represents, warrants, agrees, covenants and undertakes warrants to the Company, the Selling Shareholders and other Members members of the Syndicate on behalf of itself, and to the extent relevant, its respective Sub-Syndicate Members that:
(i) it, or the respective Sub-Syndicate Member appointed by it, shall be responsible for collection of Bids (including Bids using the UPI Mechanism) from the Syndicate ASBA Bidders bidding through any Member of and the Syndicate or their respective Sub-Syndicate Members (other than Bids directly submitted to the SCSBs or Bids collected by Registered Brokers at the Broker Centres, CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations or the Bids submitted by Managers shall be responsible for instructing the Anchor Investors to deposit Bid Amount in the BRLMs), only at the Specified Locations, as applicable, Escrow Account in the manner specified in this Agreement, the SEBI ICDR RegulationsRegulations and any other Applicable Law, the Offer DocumentsRed ▇▇▇▇▇▇▇ Prospectus, the terms of Prospectus, the Preliminary Offering Memorandum, the Offering Memorandum, Bid cum Cum Application Form, other Applicable Laws and instructions issued jointly by the BRLMs Form and the Registrar to the Offer. Provided that in the event of any failure of Bids on account of any non-biddingAllotment Advice, error, fraud or malpractice by the relevant SCSB with whom such Syndicate ASBA Bid was submitted, deposited or forwarded by the Members of the Syndicate, the Member of the Syndicate shall not be liable and the relevant SCSB shall be responsible for the sameas applicable;
(ii) it shall follow all instructions issued by the BRLMs and the Registrar to the Offer, in accordance with Applicable Law and this Agreement, in dealing with the Bid cum Application Forms including with respect to (a) the Bids submitted by QIBs (including Anchor Investors which shall be in accordance with Clause 3.5 below) and (b) the Bids submitted through their respective Sub-Syndicate Members, as applicable, at Specified Locations;
(iii) ensure that all Bids (other than Bids by UPI Bidders) shall be submitted to an SCSB for uploading and blocking of the funds and uploading the Bids on the electronic bidding platform of the Stock Exchanges;
(iviii) it shall ensure that any Bids submitted by the Syndicate/ Syndicate or their respective Sub-Sub- Syndicate Members to an SCSB shall be made on a special Bid cum Application Form and the heading/ watermark “Syndicate ASBA” must be used by the Syndicate/ Sub-Sub- Syndicate Member along with the SM Code and Broker Code mentioned on such special Bid cum Application Form to be eligible for brokerage on Allotment. However, any such special Bid cum Application Forms used for Bids by UPI Bidders shall not be eligible for brokerage;
(viv) it agrees and acknowledges that the Bids by Anchor Investors shall be submitted at the select offices of the BRLMs Managers and shall not be collected by the Syndicate MembersMember;
(v) it will not accept Bid cum Application Forms from UPI Bidders that do not use UPI as a payment mechanism in accordance with the UPI Circulars;
(vi) it shall procure follow all instructions issued by the Managers and the Registrar in dealing with the Bid cum Application Forms from (including with respect to Bids by the Syndicate ASBA Bidders bidding through any Member of and the Syndicate Anchor Investors) procured by it or their its respective Sub-Syndicate Members, as applicableif any, only at the Specified Locations;
(vii) it shall accept Bids from Bidders (other than Anchor Investors) only through ASBA process in terms of the SEBI Process Circulars. Bids through any other modes (other than Bids submitted by Anchor Investors) shall be treated as invalid and be rejected. If it accepts any Bids through modes other than ASBA process (other than Bids submitted by Anchor Investors), it shall be solely responsible for any consequences arising as a result of accepting such Bid and for resolving any investor grievances arising as a result thereof;
(viii) it shall not register/upload any Bid without first accepting the duly filled Bid cum Application Form in writing (including via facsimile), from the Bidder, whether in India or abroad; it shall be responsible for the completion and accuracy of all details (including the correct UPI ID for Bids by UPI Bidders) to be entered into the electronic bidding system of the Stock Exchanges based on the filled in Bid cum Application Form received by it including the correct UPI ID of the UPI Bidders Bidder and, subject to Clause 2.4Section 2.3, shall be responsible for any default, mistake or error in the Bid details uploaded by it or subsequent corrections including the UPI related details (as applicable) if such default, mistake or error are solely attributable to it and in resolving investor grievances arising from such errors, if such errors are solely attributable to it; it shall ensure that the required documents are attached to the Bid cum Application Form prior to uploading any Bid including Bids by UPI BiddersBid, and it shall ensure that such Bids and UPI IDs are uploaded on the electronic bidding systems of the Stock Exchanges on a regular basis during the Bid/ Offer Period in compliance with the SEBI ICDR Regulations and SEBI Process CircularRegulations, and within such time as permitted by the Stock Exchanges and the SEBI ICDR Regulations; ;
(viii) it shall forward a schedule in the format prescribed under the UPI Circulars along with the Bid cum Application Form (carrying its identification markmark irrespective of the terminal from which the Bid has been uploaded), other than Bids by UPI Bidders under the UPI Mechanism, to the branch of the respective SCSBs for blocking of funds, within such time as permitted by the Stock Exchanges and Applicable Law or within such other timeline as prescribed under the UPI CircularsLaw;
(ix) it shall, after uploading the Bid, affix a stamp and shall give an acknowledgment, either by way of a counterfoil acknowledgment or specifying specify the application number to the Bidder as proof of having accepted the Bid cum Application Form in physical or electronic form, respectively, in accordance with Applicable Law. Further, it shall retain the physical Bid cum Application Forms submitted by UPI Bidders using UPI as a payment mechanism for a period of six months or such other period as may be prescribedprescribed under Applicable Law, and shall thereafter forward such forms the same to the Company / RegistrarCompany/ Registrar to the Offer; and shall maintain electronic records related to electronic Bid cum Application Forms submitted by such UPI Bidders for a minimum period of three years or such other period as may be prescribed under Applicable Law;
(x) it will enter each Bid option and UPI ID (if applicable) option into the electronic bidding system as a separate Bid within the timelines prescribed by SEBI and generate a transaction registration slip an Acknowledgement Slip for each price and demand option and give such Acknowledgement Slip to the same Bidder. It shall also furnish an Acknowledgement Slip to the Bidder on request;
(xi) it shall accept and upload Bids by ASBA Bidders only during the Bid/ Bid/Offer Period. In case of Anchor Investors, the BRLMs shall accept Bids only during the Anchor Investor Bid/ Offer Period as applicable and as specified in the Red ▇▇▇▇▇▇▇ Prospectus and in accordance with Prospectus. In case of Anchor Investors, the Applicable LawsManagers shall accept Bids only during the Anchor Investor Bid/Offer Period;
(xii) the members of the Syndicate shall indicate any revision in Price Band or change in Bid/Offer Period on the relevant website and the terminals of the members of the Syndicate, pursuant to any press release that shall be released by the Company in this regard;
(xiii) at the end of each day during of the Bid/ Bid/Offer Period, the demand for the Equity Shares shall be shown graphically on its Bidding terminals for information of the public (excluding the details in relation to allocation made to the Anchor Investors during the Anchor Investor Bid/ Offer Period) and the Bid prices shall also be displayed on an online graphical display at its Bidding terminals, for information to the publicdisclosed);
(xiiixiv) it agrees that Anchor Investors shall upload/submit their Bids only through the BRLMs or their AffiliatesManagers. No other Member member of the Syndicate shall solicit orders or collect Bids from any Anchor Investors. It agrees that the Members members of the Syndicate (only in the Specified Locations) have the right to accept or reject Bids by QIBs (other than Anchor Investors). Further, Bids from QIBs can also be rejected, by the Company in consultation with the BRLMs, rejected on technical grounds or such grounds as described in the Offer Documents, in compliance accordance with the Applicable LawLaws. Bids from Non-Institutional Bidders, Retail Individual Bidders Investors and UPI Bidders can be rejected on technical grounds only as described in the Offer Documents, in compliance with Applicable Lawonly. It shall not accept any Bids (other than from Anchor Investors and Bids using the UPI mechanism)that Investors) that are not made through the ASBA process and shall be treated as invalid and liable to be rejectedprocess. UPI Bidders using UPI Mechanism, may also submit their ASBA Forms with the Registered Brokers, RTA or Depository Participants;
(xivxv) no Member member of the Syndicate shall accept any Bids from any Overseas Corporate Body;
(xvxvi) it shall procure ASBA Forms from Syndicate ASBA Bidders only at the Specified Locations;
(xvixvii) it shall ensure the availability of adequate infrastructure and other facilities for Bidding, and that at least one of the members of the Syndicate shall be present at the Specified Locations so that there is least one electronically linked computer terminal, for the purpose of Bidding and for data entry of the Bids in a timely manner manner, including at all least one electronically linked computer terminal at the Specified LocationsLocations is available for the purpose of Bidding;
(xviixviii) except in relation to the Bids received from Anchor Investors, Bids and any revisions in Bids will be accepted only between 10.00 10:00 a.m. IST and 5.00 5:00 p.m. (Indian Standard Time) IST during the Bid/ Bid/Offer Period at the Specified Locations (except on Bid/ Offer Closing Date, which for QIBs may be one Working Day prior to the Bid/ Offer Closing Date for other categories of Bidders). On the Bid/ Offer Closing Date, Bids and any revisions in Bids will only be accepted between 10.00 a.m. (Indian Standard Time) and 3.00 p.m. (Indian Standard Time). On the Bid/ Offer Closing Date Bids shall be uploaded until (i) 4.00 p.m. (Indian Standard Time) in case of Bids by QIBs and Non-Institutional Investors; and (ii) until 5.00 p.m. (Indian Standard Time) or such extended time as permitted by the Stock Exchanges, in case of Bids by Retail Individual Bidders after taking into account the total number of applications received up to the closure of timings and reported by the BRLMs to the Stock ExchangesPeriod. Bids will be accepted only on Working Days. The Company, in consultation with the Book Running Lead Managers may consider closing the Bid / Bid/ Offer Period for QIBs one day prior to the Bid / Bid/ Offer Closing Date in accordance with the SEBI ICDR Regulations. Any revision in the uploading time instructed by the Stock Exchanges shall be communicated to the Sub-Syndicate Members Member(s) who in turn shall communicate such revision to their agents. It is clarified that Bids not uploaded on the electronic bidding system would be considered rejected. Bids by ASBA Bidders shall be uploaded in the electronic system to be provided by the Stock Exchanges by for the Designated Intermediaries Intermediaries; in case of any discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical or electronic ASBA Form, for a particular Bidder, the details of the Bid file received from Stock Exchanges may be taken as final data for the purposes of Allotment;
(xviiixix) it shall ensure that its Sub-Syndicate Members Member(s) shall, as applicable and in accordance with the UPI Circulars, enter the following details of an ASBA Bidder who submits an ASBA Bid at the Specified Locations in the electronic bidding system: (a) symbol; (b) intermediary code; (c) intermediary name; (d) location bank code; (e) name of the bidderbank; (f) name of the banklocation code; (g) bank codename of the bidder; (h) Bid cum Application Form number; (i) category – individual, corporate, QIB, eligible NRI, etc.; (ij) PAN (of the sole/first Bidder); (jk) number of Equity Shares Bid for; (k) price per Equity Share; (l) Bid cum Application Form number; (m) DP ID and Client ID; (m) UPI ID (n) quantityprice per Equity Share; (o) amount; (p) order number; and (qp) depository of the beneficiary account of the Bidder; and (r) UPI ID. For Anchor Investors, the BRLMs Managers shall enter details of the respective Anchor Investor Bid Amount as well as the payment reference;
(xixxx) it and its Sub-Syndicate Members, if any, shall undertake necessary modifications of select fields in the Bid details, including UPI ID (as applicable) already uploaded by it during the Bid/Offer Period, Period until the Bid/Offer Closing Date in compliance with Applicable Law, including terms of the UPI Circulars and Circulars. It shall also be responsible for providing necessary guidance to UPI Bidders for using the Exchange CircularsUPI Mechanism;
(xxxxi) it shall provide the identification numbers (terminal IDs) of all Specified Locations its Bidding Centres and those of its Sub-Syndicate MembersMember(s), if any, to the Registrar to the Offer together with such other information that may be necessary to enable the Registrar to the Offer to keep a record of the bidding at each such bidding center Bidding Centre at the end of each day during the Bid/ Bid/Offer Period;
(xxixxii) it shall register and upload the Bids received by it and its Sub-Syndicate MembersMember(s), onto the electronic bidding system as soon as practicable on the same Working Day on which the Bids are received (subject to the Stock Exchanges permitting such upload on the same Working Day)) and where the same is not possible to register and upload the Bid on the next Working Day and before the Bid/ Offer Closing Date. The BRLMs Managers will instruct the Anchor Investors to deposit their the Bid Amounts in relation to the Bids by Anchor Investors into the Escrow Accounts Account of the Company maintained with the designated Escrow Collection Banks Bank for Anchor Investors, on the same day on which the Bid was received or any other period as agreed with the BRLMs Managers in consultation with the Registrar to the Offer within the time period prescribed under the SEBI ICDR Regulations and other Applicable Law, and for the remaining Bid Amount (in cases where the Anchor Investor Allocation Price is lower than the Offer Price), on or prior to the Anchor Investor Pay-in Date; and it acknowledges that if the relevant Bid Amounts are it does not deposited comply with its obligations, within the time period stipulated herein, then such Bids are liable to be rejected;
(xxii) the Members relevant Escrow Collection Banks or SCSB, as the case may be, on the advice of the Syndicate Registrar to the Offer and/or the Managers, may not accept the relevant Bid Amounts and the Bid cum Application Forms; and it shall not collect or deposit payment instruments drawn in favor of the Company or any other party or account, other than in favor of their Sub-Syndicate Members shall enter details of a Bidder in the electronic bidding system designated Escrow Accounts as specified in the Bid cum Application Form, the Red ▇▇▇▇▇▇▇ Prospectus, Prospectus and the Preliminary Offering Memorandum; and with respect to Bids by the Syndicate ASBA Bidders who have chosen a non-UPI payment mechanism, it shall not accept any ASBA Form without satisfying itself that the SCSB where the ASBA Account is maintained, as specified in the ASBA Form, has named at least one Designated Branch in that Specified Location in which member of the Syndicate or its Sub-Syndicate Member is accepting the ASBA Form or in case the Syndicate ASBA Bidder has chosen UPI as the mode of payment, the SEBI ICDR Regulations and any circular issued ASBA Form contains the UPI ID for such Bidder linked to a bank account of an SCSB notified by the SEBI from time to timewhich is live on UPI 2.0;
(xxiii) it shall ensure that all records of the Bids including the ASBA Forms (submitted by the Syndicate ASBA Bidders), together with supporting documents, are maintained and forwarded to the SCSBs, except in relation to Bids from UPI Bidders, within the time periods specified by the Stock Exchanges or the SEBI ICDR Regulations, the SEBI Process Circulars or UPI Circulars;
(xxiv) except for UPI Bidders, it shall ensure that it has affixed its stamp on each Bid cum Application Form forwarded by it to SCSBs or Escrow Collection Banks or the Registrar, as applicable, under “Broker’s/ SCSB Branch’s Stamp / RTA /CDP” (as applicable) as an acknowledgement of upload of the Bid in the electronic bidding system of the Stock Exchanges; Bid cum Application Forms (except electronic Bid cum Application Forms) that do not bear such stamp are liable to be rejected. It is however clarified that Bids by Anchor Investors do not get uploaded on electronic bidding system of the Stock Exchanges on the Anchor Investor Bidding Date;
(xxv) in relation to the Bids procured from Anchor Investors, the BRLMs Managers shall be responsible for providing a schedule (including application number, payment instrument number/ RTGS / NEFT/ UTR control number and Bid Amount paid by Anchor Investors) to the Escrow Collection Bank during the Anchor Investor Bid/ Bid/Offer Period or any other period as agreed among the BRLMs Managers in consultation with the Registrar Registrar;
(xxiv) as specified in the Red ▇▇▇▇▇▇▇ Prospectus, the Preliminary Offering Memorandum and the SEBI Regulations, the members of the Syndicate or any of their Sub-Syndicate Member(s) shall enter the details of a Bidder, including UPI ID, if applicable, in the electronic bidding system;
(xxv) it shall ensure that all records of the Bids are maintained and forwarded to the OfferSCSBs within the time period specified in the Red ▇▇▇▇▇▇▇ Prospectus, the Preliminary Offering Memorandum, the ASBA Form and under SEBI Regulations. It shall also ensure that all ASBA Forms (other than the ASBA Forms which indicate the UPI as the mode of payment) (together with the supporting documents) submitted by the Syndicate ASBA Bidders are forwarded to the SCSBs for such further action;
(xxvi) it shall ensure that it has affixed its stamp in the main body of each Bid cum Application Form forwarded by it to the SCSBs (other than UPI Bidders bidding in the Offer) under “Brokers/SCSB/RTA/CDP Branch’s Stamp”, as applicable, as an acknowledgement of upload of the Bid in the electronic bidding system of the Stock Exchanges. Bid cum Application Forms (except electronic Bid cum Application Forms) that do not bear such stamps are liable to be rejected;
(xxvii) it shall provide the Registrar to the Offer with a daily record, with a separate section for each of its bidding centers Bidding Centres and those of its Sub-Syndicate MembersMember(s), details relating to the Bid cum Application Forms received from the Bidders, details regarding registration of the Bids Bids, and the Bid Amounts (other than deposited with the Escrow Collection Bank for the Bids collected by SCSBs, CDPs, RTAs and Registered Brokers)received from Anchor Investors within such timelines as may be prescribed under Applicable Law. This record (except Bids by Anchor Investors, and Bids by UPI Bidders using the UPI mechanism) shall be made available to the Registrar no later than 5 4 p.m. IST on any given day;
(xxviii) it shall take all necessary steps and co-operate with the Escrow Collection Bank, the Refund Bank the Public Offer Account Bank, the Sponsor Banks and the Registrar to ensure that the Allotment of the Equity Shares and refund, if any, of any amount collected during the Anchor Investor Bid/Offer Period and the Pay-in Date for Anchor Investor, if applicable, and any other post-Offer activities are completed within the time period specified in the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus, the Preliminary Offering Memorandum, the Offering Memorandum and the SEBI Regulations;
(xxix) it shall be responsible for collection of the ASBA Forms and other documents attached to the ASBA Forms from Syndicate ASBA Bidders at the Specified Locations and if applicable (other than UPI Bidders), deposit thereof (with relevant schedules) with the relevant branch of the SCSB where the ASBA Account, as specified in the ASBA Form, is maintained and named by such SCSB to accept such ASBA Form, no later than 5:00 p.m. IST on the Bid/Offer Closing Date or any such other period as agreed with the Managers in consultation with the Registrar, after uploading the Bids onto the electronic bidding system; provided that in respect of ASBA Forms submitted by Retail Individual Investors, there will be no physical movement of the ASBA Forms to the SCSBs in accordance with the UPI Circulars. The members of the Syndicate acknowledge that if they do not comply with their obligations, within the time permissible under Applicable Lawperiod stipulated herein, the relevant SCSB, on the advice of the Registrar and the other members of the Syndicate, may not accept the ASBA Form;
(xxx) in respect of Bids by the ASBA Bidders (other than UPI Bidders) bidding through any member of the Syndicate or their respective Sub-Syndicate Member(s), as agreed wapplicable, it shall deposit only such Bids with the respective SCSB branches in the particular Specified Location, which have been validly registered on the electronic bidding system of the Stock Exchanges;
(xxxi) it shall be bound by and shall follow the operational instructions relating to the method and manner of the Offer process as prescribed in this Agreement, the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus, the Preliminary Offering Memorandum, the Offering Memorandum, the SEBI Regulations, Applicable Law and an
Appears in 1 contract
Sources: Syndicate Agreement
RESPONSIBILITIES OF THE MEMBERS OF THE SYNDICATE. 3.1. The Parties acknowledge that pursuant to the SEBI Process Circulars and the SEBI ICDR Regulations, all Bidders (other than Anchor Investors) are required to mandatorily submit their Bids through the ASBA process/ UPI Mechanism.
3.1 3.2. Each Member of the Syndicate Syndicate, hereby, severally and not jointly, represents and warrants to the Company, each of Company and the Promoter Selling Shareholders and to the other PartiesShareholder, in relation to the Offer, that (a) it is an intermediary registered with the SEBI and has a valid SEBI registration certificate for acting as a Member of the Syndicate (“Registration Certificate”) and it has not been debarred or debarred, prohibited from acting as an intermediary by SEBI; the SEBI or any other regulatory authority and in the event of withdrawal or cancellation of their Registration Certificateits registration, such Member of the Syndicate it shall promptly immediately inform the fact of such withdrawal or cancellation to all other Parties; and (b) this Agreement has been duly authorizedauthorised, executed and delivered by it, and is a valid and legally binding obligation of such Member of the Syndicate in accordance with the terms of this AgreementSyndicate.
3.2 3.3. Subject to Clauses 3.3, 3.4 and 3.5 belowhereinbelow, each of the Members of the Syndicate shall have the following responsibilities and obligations in relation to the Offer, and each Member of the Syndicate hereby severally (and not jointly, or jointly and severally) represents, warrants, agrees, covenants and undertakes to the Companythat:
i. it, the Selling Shareholders and other Members of the Syndicate on behalf of itself, and to the extent relevant, or its respective Sub-Syndicate Members that:
(i) it, or the respective Sub-Syndicate syndicate Member appointed by it, shall be responsible for collection of Bids (including Bids using the UPI Mechanism) from the Syndicate ASBA Bidders bidding through any Member of the Syndicate or their respective Sub-Syndicate Members (other than Bids submitted by the ASBA Bidders directly submitted to the SCSBs an SCSB or Bids collected by Registered Brokers at or RTAs or CDPs) and only the Broker Centres, CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations or the Bids submitted by BRLMs shall be responsible for instructing the Anchor Investors to deposit the BRLMs), only at Bid Amount in the Specified Locations, as applicableEscrow Account, in the manner specified in this Agreement, the SEBI ICDR Regulations, the Offer DocumentsRed ▇▇▇▇▇▇▇ Prospectus, the Prospectus, the Preliminary Offering Memorandum, the Offering Memorandum, the terms of the Bid cum Application Form, the Allotment Advice and any other Applicable Laws Law and instructions issued jointly by the BRLMs and the Registrar to the Offer. Provided that in the event of any failure of Bids on account of any non-biddingRegistrar, error, fraud or malpractice by the relevant SCSB with whom such Syndicate ASBA Bid was submitted, deposited or forwarded by the Members of the Syndicate, the Member of the Syndicate shall not as may be liable and the relevant SCSB shall be responsible for the sameapplicable;
(ii) it shall follow all instructions issued by the BRLMs and the Registrar to the Offer, in accordance with Applicable Law and this Agreement, in dealing with the Bid cum Application Forms including with respect to (a) the Bids submitted by QIBs (including Anchor Investors which shall be in accordance with Clause 3.5 below) and (b) the Bids submitted through their respective Sub-Syndicate Members, as applicable, at Specified Locations;
(iii) all Bids (other than Bids by UPI Bidders) shall be submitted to an SCSB for uploading and blocking of the funds and uploading on the electronic bidding platform of the Stock Exchanges;
(iv) any Bids submitted by the Syndicate/ their respective Sub-Syndicate Members to an SCSB shall be made on a special Bid cum Application Form and the heading/ watermark “Syndicate ASBA” must be used by the Syndicate/ Sub-Syndicate Member along with the SM Code and Broker Code mentioned on such special Bid cum Application Form to be eligible for brokerage on Allotment. However, any such special Bid cum Application Forms used for Bids by UPI Bidders shall not be eligible for brokerage;
(v) it agrees and acknowledges that the Bids by Anchor Investors shall be submitted at the select offices of the BRLMs or their Affiliates and shall not be collected by the other Syndicate Members;
(vi) iii. it shall procure follow all instructions issued by the BRLMs and the Registrar in dealing with the Bid cum Application Forms from ASBA Bidders bidding through (including with respect to the Bids submitted to any Member of the Syndicate Syndicate) or their its respective Sub-Syndicate Members, as applicable, only syndicate Members at the Specified Locations, if any;
(vii) it shall accept Bids from Bidders (other than Anchor Investors) only through ASBA process in terms of the SEBI Process Circularsiv. Bids through any other modes (other than Bids submitted by Anchor Investors) shall be treated as invalid and be rejected. If it accepts any Bids through modes other than ASBA process (other than Bids submitted by Anchor Investors), it shall be solely responsible for any consequences arising as a result of accepting such Bid and for resolving any investor grievances arising as a result thereof;
(viii) it shall not register/upload any Bid without first accepting the duly filled Bid cum Application Form in writing (including via facsimile), electronic means) from the Bidder, whether in India or abroad; it shall be responsible for the completion and accuracy of all details (including the correct UPI ID for Bids by UPI Bidders) to be entered into the online electronic bidding system of the Stock Exchanges based on the filled filled-in Bid cum Application Form received by it it, including the correct UPI ID of the UPI Bidders relevant Bidder (as applicable) and, subject to Clause 2.42.3, shall be responsible for any default, mistake or error in the Bid details uploaded by it or subsequent corrections including the UPI related details (as applicable) if such default, mistake or error are solely attributable to it and in resolving investor grievances arising from such errors, if such errors are solely attributable to it; it shall ensure that the required documents are attached to the Bid cum Application Form prior to uploading any Bid including Bids by UPI BiddersBid, and it shall ensure that such Bids are uploaded on the online electronic bidding systems of the Stock Exchanges on a regular basis during the Bid/ Offer Period in compliance with the SEBI ICDR Regulations and SEBI Process CircularRegulations, and within such time as permitted by the Stock Exchanges and the SEBI ICDR Regulations; it shall forward a schedule in the format prescribed under the UPI SEBI Process Circulars (containing certain information, including the application number and the amount) along with the Bid cum Application Form (carrying its identification mark), in case of Bids other than Bids by UPI Bidders under the using UPI Mechanism, ) to the branch of the respective SCSBs for blocking of funds, within such time as permitted of the relevant Syndicate ASBA Bidders in accordance with the timelines and the mechanism specified under the UPI Circulars. It is however clarified that Bids by Anchor Investors do not get uploaded on electronic bidding system of the Stock Exchanges on the Anchor Investor Bid/Offer Period;
v. it shall procure Bid cum Application Forms and Applicable Law or within such other timeline documents attached to the Bid cum Application Forms from Syndicate ASBA Bidders (other than Bids by ASBA Bidders directly submitted to the SCSBs, Bids collected by Registered Brokers at the Broker Centres and Bids collected by the RTA and CDPs) only at the Specified Locations;
vi. it shall accept Bids from Bidders (other than Anchor Investors) only through ASBA;
vii. it will not accept Bid cum Application Forms from any UPI Bidders who does not use UPI as prescribed a payment mechanism in accordance with the UPI Mechanism under the UPI Circulars;
(viii. any revision in Price Band or change in Bid / Offer Period will be advertised in accordance with the SEBI ICDR Regulations and disseminated on the relevant website and terminals of the relevant Members of the Syndicate in accordance with Applicable Law;
ix) . to the extent applicable to any Member of the Syndicate, it shallshall be responsible for any default, after uploading mistake or error in the BidBid data uploaded by it and it shall undertake necessary modifications of select fields in the Bid details already uploaded by it during the Bid / Offer Period and up to 5:00 pm IST on the Bid/ Offer Closing Date and for resolving any investor grievances arising as a result of such errors in the data entry, affix a stamp and if such error is solely attributable to it in terms of the SEBI Process Circulars;
x. it shall give an acknowledgment, acknowledgment either by way of a counterfoil or specifying specify the application number to the Bidder as proof of having accepted the Bid cum Application Form in physical or electronic form, respectively, in accordance with Applicable Law. Further, it shall retain the physical Bid cum Application Forms submitted by UPI Bidders using UPI as a payment mechanism for a period of six months or such other period as may be prescribed, and shall thereafter forward such forms to the Company / Registrar; and shall maintain electronic records related to electronic Bid cum Application Forms submitted by such UPI Bidders for a minimum period of three years or such other period as may be prescribed under Applicable Law;
(x) xi. it will enter each Bid and UPI ID (if applicable) option into the electronic bidding system as a separate Bid within the timelines time prescribed by the SEBI and generate a transaction registration slip for each price and demand option and give the same furnish such transaction registration slip to the Bidder on Bidder, including upon request;
(xi) xii. it shall accept and upload Bids made by ASBA Bidders only during the Bid/ Bid/Offer Period. In case of Anchor Investors, the BRLMs shall accept Bids only during the Anchor Investor Bid/ Offer Period as applicable and as specified in the Red ▇▇▇▇▇▇▇ Prospectus and in accordance with the Applicable LawsLaw. In case of Anchor Investors, the BRLMs shall accept Bids only during the Anchor Investor Bid/Offer Period;
(xii) xiii. at the end of each day during of the Bid/ Bid/Offer Period, the demand for the Equity Shares (excluding the including allocation made to the Anchor Investors during the Anchor Investor Bid/ Offer PeriodInvestors) and the Bid prices shall be displayed shown graphically on an online graphical display at its Bidding terminals, terminals for information to the members of the public;
(xiii) it agrees that xiv. In the event the Offer Price is higher than the Anchor Investor Allocation Price, the Anchor Investors shall upload/submit their Bids only through be required to pay such additional amount to the BRLMs or their Affiliates. No other Member extent of the Syndicate shortfall between the price at which allocation is made to them and the Offer Price as by the close of Pay-in Date mentioned in the revised CAN. If an Anchor Investor does not pay the difference between the Anchor Investor Offer Price and the Anchor Investor Allocation Price (in the event the Anchor Investor Allocation Price was below the Anchor Investor Offer Price) by the close of such Pay- in Date, the allocation, if any, against such Bid shall solicit orders or collect stand cancelled and to the extent of reduction in the Anchor Investor Portion arising out of such cancellation, the Net QIB Portion would stand increased;
xv. In case of Bids from any by QIBs (other than Anchor Investors. It agrees that ), only the SCSBs and the Members of the Syndicate (only in the Specified Locations) shall have the right to accept the Bid or reject Bids by QIBs (other than Anchor Investors)it. However, such rejection shall be made at the time of receiving the Bid and only after assigning a reason for such rejection in writing. Further, Bids from QIBs can also be rejected, rejected by the Company Company, the Promoter Selling Shareholder in consultation with the BRLMs, on technical grounds or such grounds as described in the Offer Documents, in compliance with Applicable Law. Bids from Non-Institutional BiddersInvestors, Retail Individual Bidders and UPI Bidders Investors, Eligible Employee(s) Bidding under the Employee Reservation Portion can be rejected on technical grounds only as described in the Offer Documents, in compliance with Applicable Law. It shall not accept any Bids by Bidders (other than from Anchor Investors and Bids using the UPI mechanism)that are not made Investors), other than through the ASBA process and shall be treated as invalid and liable to be rejected. The UPI Bidders using the UPI Mechanism, Mechanism may also submit their ASBA Forms with the Registered Brokers, RTA RTAs or Depository ParticipantsCDPs;
(xiv) no Member of the Syndicate xvi. it shall not accept any Bids from any Overseas Corporate Body;
(xv) it shall procure ASBA Forms from Syndicate ASBA Bidders only at the Specified Locations;
(xvi) xvii. it shall ensure the availability of adequate infrastructure and other facilities for Bidding, and that at least one of the members Members of the Syndicate shall be present at the Specified Locations so that there is at least one electronically linked computer terminal, terminal at all the Specified Locations is available for the purpose of Bidding and for data entry (a list of such branches is available on the Bids in a timely manner website of SEBI at all the Specified Locations▇▇▇▇▇://▇▇▇.▇▇▇▇.▇▇▇.▇▇/sebiweb/other/ ▇▇▇▇▇▇▇▇▇▇▇.▇▇?doRecognisedFpi=yes&intmId=35);
(xvii) xviii. except in relation to the Bids received from Anchor Investors, Bids and any revisions in Bids will be accepted only between 10.00 a.m. and 5.00 p.m. (Indian Standard Time) such timings during the Bid/ Bid/Offer Period at the Specified Locations (except on Bid/ Offer Closing Date, which for QIBs as may be one Working Day finalized by the BRLMs and the Company prior to filing of the Bid/ Offer Closing Date for Red ▇▇▇▇▇▇▇ Prospectus and as would be disclosed in the Red ▇▇▇▇▇▇▇ Prospectus, Abridged Prospectus, Bid cum Application Form or on the websites of the Stock Exchanges or as informed through any other categories of Bidders)mode. On the Bid/ Bid/Offer Closing Date, Bids and any revisions in Bids will only be accepted between 10.00 a.m. (Indian Standard Time) and 3.00 p.m. (Indian Standard Time). On the Bid/ Offer Closing Date Bids shall be uploaded until (i) 4.00 p.m. (Indian Standard Time) in case of Bids by QIBs and Non-Institutional Investors; and (ii) until 5.00 p.m. (Indian Standard Time) or such extended time as permitted may be finalized by the BRLMs and Company and disclosed in the Red ▇▇▇▇▇▇▇ Prospectus, Abridged Prospectus, Bid cum Application Form or on the websites of the Stock Exchanges or as informed through any other mode. On the Bid / Offer Closing Date, extension of time may be granted by the Stock Exchanges, in case of Exchanges only for uploading the Bids by Retail Individual received from the UPI Bidders after taking into account the total number of applications received up to the closure of timings Bids received, and as reported by the BRLMs to the Stock Exchanges. Bids will be accepted only on Working Days. The Company, in consultation with the Book Running Lead Managers may consider closing the Bid / Offer Period for QIBs one day prior to the Bid / Offer Closing Date in accordance with the SEBI ICDR RegulationsDays within 30 minutes of such closure. Any revision in the uploading time instructed by the Stock Exchanges shall be communicated to the Sub-Syndicate Sub- syndicate Members who in turn shall communicate such revision to their agents. It is clarified that Bids not uploaded on the electronic bidding system would be considered rejected. Bids by ASBA Bidders shall be uploaded in the electronic system to be provided by the Stock Exchanges by for the Designated Intermediaries in Intermediaries. In case of any discrepancy in the data entered in the electronic book bid files received from Stock Exchanges (“Bid Book”) vis-à-vis the data contained in the physical or electronic ASBA Bid cum Application Form, for a particular Bidder, the details of the Bid file received from Stock Exchanges may Book will be taken as final data for the purposes of Allotment;
(xviii) ; xix. it shall ensure acknowledges that its Sub-Syndicate Members shall, as applicable and in accordance with the UPI CircularsSEBI Circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, enter 2021 and SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 02, 2021, as amended to avoid duplication, the following details facility of an ASBA Bidder who submits an ASBA Bid at the Specified Locations in the electronic bidding system: (a) symbol; (b) intermediary code; (c) intermediary name; (d) location code; (e) name re-initiation provided to Members of the bidder; (f) name of Syndicate shall preferably be allowed only once per Bid or batch and as deemed fit by the bank; (g) bank code; (h) category – individualconcerned Stock Exchange, corporate, QIB, eligible NRI, etc.; (i) PAN (of the sole/first Bidder); (j) number of Equity Shares after Bid for; (k) price per Equity Share; (l) Bid cum Application Form number; (m) DP ID and Client ID; (n) quantity; (o) amount; (p) order number; (q) depository of the beneficiary account of the Bidder; and (r) UPI ID. For Anchor Investors, the BRLMs shall enter details of the respective Anchor Investor Bid Amount as well as the payment referenceclosure time;
(xix) it and its Sub-Syndicate Members, if any, shall undertake necessary modifications of select fields in the Bid details, already uploaded by it during the Bid/Offer Period, in compliance with Applicable Law, including the UPI Circulars and the Exchange Circulars;
(xx) . it shall provide the identification numbers (terminal IDs) of all Specified Locations its Bidding Centres and those of its Sub-Syndicate syndicate Members, if any, to the Registrar to the Offer together with such other information that may be necessary to enable the Registrar to the Offer to keep a record of the bidding at each such bidding center Bidding Centre at the end of each day during the Bid/ Bid/Offer Period;
(xxi) . it shall register and upload the Bids received by it and its Sub-Syndicate Members, onto the electronic bidding system as soon as practicable syndicate Members on the same Working Day on which the Bids are received (subject to the Stock Exchanges permitting such upload on the same Working Day). The BRLMs will instruct the Anchor Investors to deposit their Bid Amounts into the Cash Escrow Accounts of the Company maintained with the designated Escrow Collection Banks for Anchor Investors, on the same day on which the Bid was received and in any event no later than the next Working Day subject to the Stock Exchanges permitting such upload on the next Working Day or any other period as agreed with the BRLMs in consultation with the Registrar to the Offer within the time period prescribed under the SEBI ICDR Regulations and other Applicable Law, and for the remaining Bid Amount (in cases where the Anchor Investor Allocation Price is lower than the Offer Price)Amount, on or if any, prior to the Anchor Investor Pay-in Date; and it acknowledges that if the relevant Bid Amounts are it does not deposited comply with its obligations, within the time period stipulated herein, then such Bids are liable to be rejected;
(xxii) the Members Escrow Collection Banks or SCSB, as the case may be, on the advice of the Syndicate Registrar to the Offer and/or the BRLMs, may not accept the relevant Bid Amounts and the Bid cum Application Forms; and it shall not collect or deposit payment instruments drawn in favour of the Company or any of their Sub-Syndicate Members shall enter details of a Bidder other party or account, other than in the electronic bidding system designated Cash Escrow Account as specified in the Bid cum Application Form, the Red ▇▇▇▇▇▇▇ Prospectus, Prospectus and the Preliminary Offering Memorandum, the SEBI ICDR Regulations ; and any circular issued by the SEBI from time with respect to time;
(xxiii) it shall ensure that all records of the Bids including the ASBA Forms (submitted by the Syndicate ASBA Bidders), together with supporting documents, are maintained and forwarded to the SCSBs, except in relation to Bids from UPI Bidders, within the time periods specified by the Stock Exchanges or the SEBI ICDR Regulations, the SEBI Process Circulars or UPI Circulars;
(xxiv) except for UPI Bidders, it shall ensure that it has affixed its stamp on each not accept any Bid cum Application Form forwarded by it to SCSBs or Escrow Collection Banks or without satisfying itself that the Registrar, as applicable, under “Broker’s/ SCSB Branch’s Stamp / RTA /CDP” (as applicable) as an acknowledgement of upload of the Bid whose name has been entered in the electronic bidding system of the Stock Exchanges; Bid cum Application Forms (except electronic Form has named a branch in that centre in which Member of the Syndicate or its Sub-syndicate Member is accepting the Bid cum Application Forms) that do not bear such stamp are liable to be rejected. It is however clarified that Bids by Anchor Investors do not get uploaded on electronic bidding system of the Stock Exchanges on the Anchor Investor Bidding DateForm;
(xxv) xxii. in relation to the Bids procured from Anchor Investors, the BRLMs shall be responsible for providing a schedule (including application number, payment instrument number/ RTGS / NEFT/ UTR control instruction number and Bid Amount paid by Anchor Investors) to the Escrow Collection Bank Banks during the Anchor Investor Bid/ Bid/Offer Period or any other period as agreed among the BRLMs in consultation with the Registrar to the Offer;
(xxvi) xxiii. the Members of the Syndicate or any of their Sub-syndicate Members which is an entity otherwise eligible to act as a syndicate member and has a valid SEBI registration certificate shall enter the details of a Bidder as specified in the Red ▇▇▇▇▇▇▇ Prospectus and the SEBI ICDR Regulations in the electronic bidding system; xxiv. it shall provide the Registrar to the Offer with a daily record, with a separate section for each of its bidding centers and those of its Sub-Syndicate Members, details relating to the ensure that all Bid cum Application Forms received from submitted by the Bidders, details regarding registration of the Bids and Bid Amounts Syndicate ASBA Bidders (other than Bids collected by SCSBs, CDPs, RTAs and Registered Brokers). This record (except Bids by Anchor Investors, and Bids by the UPI Bidders using Bidding through the UPI mechanism) shall be made available Mechanism), together with supporting documents, are forwarded to the Registrar no later than 5 p.m. IST SCSBs for further action, within the time period specified by the Stock Exchanges or the SEBI ICDR Regulations; xxv. in case of Bid Cum Application Form under the ASBA process, it shall forward on any given daya day to day basis the physical application forms received by them during the Bid/Offer period to designated branches of the SCSBs for blocking of funds, or any such time permissible under Applicable Law, as agreed walong with the schedules specified in the SEBI Process Circulars;
Appears in 1 contract
Sources: Syndicate Agreement
RESPONSIBILITIES OF THE MEMBERS OF THE SYNDICATE.
3.1 Each Member of the Syndicate hereby, severally and not jointly, represents and warrants to the Company, each of the Selling Shareholders and to the other Parties, in relation to the Offer, that that:
(a) it is an intermediary registered with SEBI and has a valid SEBI registration certificate for acting as a Member of the Syndicate (“Registration Certificate”) and has not been debarred or suspended or prohibited (including ad interim probation) from acting as an intermediary by SEBISEBI or any other regulatory authority; and in the event of such withdrawal or cancellation of their Registration Certificate, such Member of the Syndicate shall promptly inform the fact of such withdrawal or cancellation to all other Parties; and (b) this Agreement has been duly authorized, executed and delivered by it, and is a valid and legally binding obligation of such Member of the Syndicate and is enforceable against such Member of the Syndicate in accordance with the terms of this AgreementAgreement and Applicable Law.
3.2 Subject to Clauses 3.3, 3.4 0 and 3.5 below, each of the Members of the Syndicate shall have the following responsibilities and obligations in relation to the Offer, to the extent applicable, and each Member of the Syndicate hereby severally (and not jointly, or jointly and severally) represents, warrants, agrees, covenants and undertakes to the Company, Company and the Selling Shareholders and other Members of the Syndicate on behalf of itself, and to the extent relevant, its respective Sub-Syndicate Members syndicate Members, to the extent applicable that:
(i) it, or the respective Sub-Syndicate Member appointed by it, shall be responsible for collection of Bids (including Bids using the UPI Mechanism) from the ASBA Bidders bidding through any Member of the Syndicate or their respective Sub-Syndicate Members (Members, other than Bids directly submitted to the SCSBs or Bids collected by Registered Brokers at the Broker Centres, CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations or the Bids submitted by the Anchor Investors to the BRLMs), only at the Specified Locations, as applicable, in the manner specified in this Agreement, the SEBI ICDR Regulations, the Offer Documents, the terms of the Bid cum Application Form, Allotment Advice, other Applicable Laws Law and instructions issued jointly by the BRLMs and the Registrar to the Offer. Provided that in the event of any failure of Bids on account of any non-bidding, error, fraud or malpractice by the relevant SCSB with whom such Syndicate ASBA Bid was submitted, deposited or forwarded by the Members of the SyndicateHowever, the Syndicate Member of or the Sub-Syndicate Member shall not be liable and for any error or malpractice on account of the relevant SCSB shall be responsible for the sameSCSBs;
(ii) it shall follow all instructions issued by the BRLMs and the Registrar to the Offer, in accordance with Applicable Law and this Agreement, in dealing with the Bid cum Application Forms including with respect to (a) the Bids submitted by QIBs (including Anchor Investors which shall be in accordance with Clause 3.5 below) and (b) the Bids submitted through their respective Sub-Syndicate Members, as applicable, at Specified Locations;
(iii) all Bids (other than Bids by UPI Bidders) shall be submitted to an SCSB for uploading and blocking of the funds and uploading on the electronic bidding platform of the Stock Exchanges;
(iviii) any Bids submitted by the Syndicate/ their respective Sub-Syndicate Members to an SCSB shall be made on a special Bid cum Application Form and the heading/ watermark “Syndicate ASBA” must be used by the Syndicate/ Sub-Syndicate Member along with the SM Code and Broker Code mentioned on such special Bid cum Application Form to be eligible for brokerage on Allotment. However, any such special Bid cum Application Forms used for Bids by UPI Bidders shall not be eligible for brokerage;
(iv) it will not accept Bid cum Application Forms from Bidders using UPI as a payment mechanism if they are not in accordance with the UPI Circulars;
(v) it agrees and acknowledges that the Bids shall follow all instructions issued by Anchor Investors shall be submitted at the select offices of the BRLMs and the Registrar to the Offer in dealing with the Bid cum Application Forms including with respect to (a) the Bids submitted by QIBs which shall not be collected by in accordance with Clause 3.5 below and (b) the Bids submitted through their respective Sub-Syndicate Members, as applicable;
(vi) it shall procure Bid cum Application Forms from ASBA Bidders bidding through any Member of the Syndicate or their respective Sub-Syndicate Members, as applicable, only at the Specified Locations;
(vii) it shall accept Bids from Bidders (other than Anchor Investors) only through ASBA process in terms of the SEBI Process Circulars. Bids through any other modes (other than Bids submitted by Anchor InvestorsInvestors which shall only be submitted at the select offices of the BRLMs) shall be treated as invalid and be rejected. If it accepts any Bids through modes other than ASBA process (other than Bids submitted by Anchor Investors), it shall be solely responsible for any consequences arising as a result of accepting such Bid and for resolving any investor grievances arising as a result thereof;
(viii) it shall not register/upload any Bid without first accepting the duly filled Bid cum Application Form in writing (writing; including via facsimile), from the Bidder, whether in India or abroad; it shall be responsible for the completion and accuracy of all details (including the correct UPI ID for Bids by UPI Bidders) to be entered into the electronic bidding system of the Stock Exchanges based on the filled filled- in Bid cum Application Form received by it including the correct UPI ID of the UPI Bidders and, subject to Clause 2.42.3, shall be responsible for any default, mistake or error in the Bid details uploaded by it or subsequent corrections including the UPI related details (as applicable) if such default, mistake or error are solely attributable to it and in resolving investor grievances arising from such errors, if such errors are solely attributable to it; it shall ensure that the required documents are attached to the Bid cum Application Form prior to uploading uploading/ submitting any Bid including Bids by UPI BiddersBid, and it shall ensure that such Bids including Bids by UPI Bidders are uploaded on the electronic bidding systems of the Stock Exchanges on a regular basis during the Bid/ Bid/Offer Period in compliance with the SEBI ICDR Regulations and SEBI Process Circular, and within such time as permitted by the Stock Exchanges and the SEBI ICDR Regulations; it shall forward a schedule in the format prescribed under the UPI Circulars along with the Bid cum Application Form (carrying its identification mark), other than Bids by UPI Bidders under the UPI Mechanism, to the branch of the respective SCSBs for bidding and blocking of funds, within such time as permitted by the Stock Exchanges and Applicable Law or within such other timeline as prescribed under the UPI CircularsLaw;
(ix) it shall, after uploading the Bid, affix a stamp and shall give an acknowledgment, acknowledgment either by way of a counterfoil or specifying specify the application number to the Bidder as proof of having accepted the Bid cum Application Form in physical or electronic form, respectively, in accordance with Applicable Law. Further, it shall retain the physical Bid cum Application Forms submitted by UPI Bidders using UPI as a payment mechanism for a period of six months or such other period as may be prescribed, and shall thereafter forward such forms to the Company / Company/ Registrar; and shall maintain electronic records related to electronic Bid cum Application Forms submitted by such UPI Bidders for a minimum period of three years or such other period as may be prescribed under Applicable Law;
(x) it will enter each Bid and UPI ID (if applicable) option into the electronic bidding system as a separate Bid within the timelines prescribed by SEBI and generate a transaction registration slip for each price and demand option and give the same to the Bidder on request;
(xi) it shall accept and upload Bids by ASBA Bidders only during the Bid/ Offer Period. In case of Anchor Investors, the BRLMs shall accept Bids only during the Anchor Investor Bid/ Offer Period as applicable Bidding Date;
(xi) it shall ensure that the “Do’s”, “Don’ts” and as “Grounds for Technical Rejection” specified in the Red ▇▇▇▇▇▇▇ Prospectus and Preliminary Offering Memorandum are addressed in accordance with the Applicable Lawsany Bid cum Application Forms collected by them;
(xii) at the end of each day during the Bid/ Bid/Offer Period, the demand for the Equity Shares (excluding the allocation made to the Anchor Investors during the Anchor Investor Bid/ Offer PeriodBidding Date) and the Bid prices shall be displayed on an online graphical display at its Bidding terminals, for information to the public;
(xiii) it agrees that Anchor Investors shall upload/submit their Bids only through the BRLMs or at their Affiliatesselect offices. No other Member of the Syndicate shall solicit orders or collect Bids from any Anchor Investors. It agrees that the Members of the Syndicate (only in the Specified Locations) have the right to accept or reject Bids by QIBs (other than Anchor Investors). Further, Bids from QIBs can also be rejected, rejected by the Company Company, in consultation with the BRLMs, on technical grounds or such grounds as described in the Offer Documents, in compliance with Applicable Law. Bids from Non-Institutional BiddersInvestors, Retail Individual Bidders Investors and UPI Bidders Eligible Employees can be rejected on technical grounds only as described in the Offer Documents, in compliance with Applicable Law. It shall not accept any Bids by Bidders (other than from Anchor Investors and Bids using the UPI mechanism)that are not made Mechanism), other than through the ASBA process and shall be treated as invalid and liable to be rejected. UPI Bidders using UPI Mechanism, may also submit their ASBA Forms with the Registered Brokers, RTA RTAs, Syndicate Members (or Sub-Syndicate Members) or Depository Participants;
(xiv) no Member of the Syndicate shall accept any Bids from any Overseas Corporate Body;
(xv) it shall procure ASBA Forms from Syndicate ASBA Bidders only at the Specified Locations;
(xvi) it shall ensure availability of adequate infrastructure and other facilities for Bidding, and that including at least one of the members of the Syndicate shall be present at the Specified Locations so that there is least one electronically linked computer terminal, for the purpose of Bidding and for data entry of the Bids in a timely manner manner, at all the Specified Locations;
(xvii) except in relation to the Bids received from Anchor Investors, Bids and any revisions in Bids will be accepted only between 10.00 a.m. IST and 5.00 p.m. (Indian Standard Time) IST during the Bid/ Offer Period at the Specified Locations Locations, (except on Bid/ Offer Closing Date, which for QIBs may be one Working Day prior to the Bid/ Offer Closing Date for other categories of Bidders). On the Bid/ Offer Closing Date, Bids and any revisions in Bids will only be accepted between 10.00 a.m. (Indian Standard Time) IST and 3.00 p.m. (Indian Standard Time)IST. On the Bid/ Offer Closing Date Bids shall be uploaded until (i) 4.00 p.m. (Indian Standard Time) IST in case of Bids by QIBs and Non-Institutional Investors; and (ii) until 5.00 p.m. (Indian Standard Time) IST or such extended time as permitted by the Stock Exchanges, in case of Bids by Retail Individual Bidders Investors and Eligible Employees bidding in the Employee Reservation Portion, after taking into account the total number of applications received up to the closure of timings and reported by the BRLMs to the Stock Exchanges. Bids will be accepted only on Working Days. The CompanyCompany may, in consultation with the Book Running Lead Managers may Managers, consider closing the Bid / Offer Period for QIBs one day prior to the Bid / Offer Closing Date in accordance with the SEBI ICDR Regulations. Any revision in the uploading time instructed by the Stock Exchanges shall be communicated to the Sub-Syndicate Members who in turn shall communicate such revision to their agents. It is clarified that Bids not uploaded on the electronic bidding system would be considered rejected. Due to limitation of time available for uploading Bids on the Bid/ Offer Closing Date, Bidders shall be advised to submit Bids one day prior to the Bid/ Offer Closing Date and, in any case, no later than 1.00 p.m. IST on the Bid/ Offer Closing Date. Bids by ASBA Bidders shall be uploaded in the electronic system to be provided by the Stock Exchanges by Designated Intermediaries in case of any discrepancy in the data entered in the electronic book ("Bid Book”) vis-à-vis the data contained in the physical or electronic ASBA Form, for a particular Bidder, the details of the Bid file received from Stock Exchanges may Book will be taken as final data for the purposes of Allotment;
(xviii) it shall ensure not collect or deposit payment instruments drawn in favor of the Company or any other party or account, other than in favor of the designated Escrow Accounts as specified in the Bid cum Application Form, the Red ▇▇▇▇▇▇▇ Prospectus and the Preliminary Offering Memorandum; and with respect to Bids by the Syndicate ASBA Bidders who have chosen a non-UPI payment mechanism, it shall not accept any ASBA Form without satisfying itself that the SCSB where the ASBA Account is maintained, as specified in the ASBA Form, has named at least one Designated Branch in that Specified Location in which member of the Syndicate or its Sub-Syndicate Members is accepting the ASBA Form or in case the Syndicate ASBA Bidder has chosen UPI as the mode of payment, the ASBA Form contains the UPI ID for such Bidder linked to a bank account of an SCSB notified by the SEBI;
(xix) its Sub-Syndicate Members shall, as applicable and in accordance with the UPI Circulars, enter the following details of an ASBA Bidder (to the extent applicable) who submits an ASBA Bid at the Specified Locations in the electronic bidding system: (a) symbol; (b) intermediary code; (c) intermediary name; (d) location code; (e) name of the bidder; (f) name of the bank; (g) bank code; (h) category – individual, corporate, QIB, eligible NRI, etc.; (i) PAN (of the sole/first Bidder); (j) number of Equity Shares Bid for; (k) price per Equity Share; (l) Bid cum Application Form number; (m) DP ID and Client ID; (n) quantity; (o) amount; (p) order number; (q) depository of the beneficiary account of the Bidder; and (r) UPI ID. For Anchor Investors, the BRLMs shall enter details of the respective Anchor Investor Bid Amount as well as the payment reference;
(xixxx) it it, and its Sub-Syndicate Members, if any, shall undertake necessary modifications of select fields in the Bid details, including the UPI ID already uploaded by it during the Bid/Offer PeriodPeriod in terms of the SEBI Circular, up to the permissible time in terms of the UPI Circulars and in compliance with Applicable Law, including . It shall also be responsible for providing necessary guidance to UPI Bidders for using the UPI Circulars and the Exchange CircularsMechanism;
(xxxxi) it acknowledges that UPI Bidders can revise their Bids during the Bid/Offer Period. The members of the Syndicate shall, no later than 5:00 p.m. IST on the Bid/Offer Closing Date or any other period as permitted under Applicable Law and agreed by the BRLMs in consultation with the Registrar, carry out the necessary modifications of the Bids already uploaded in accordance with Applicable Law, and, after uploading such revised Bids onto the electronic bidding system provided by the Stock Exchange and, if applicable, forward the relevant forms to the SCSBs or the Registrar (except in respect of Bids from UPI Bidders for which there will be no physical movement of the ASBA Forms to the SCSBs since these Bids will be in respect of the UPI Mechanism), bidding and blocking instructions (if any) and related enclosures/attachments to the same SCSB at the relevant Specified Locations where the original ASBA Form received from ASBA Bidder was deposited for bidding and blocking. Subsequently, the Stock Exchanges will share the revised Bid details along with the UPI ID of the UPI Bidders to the Sponsor Banks and the Sponsor Banks shall revoke the earlier UPI Mandate Request and initiate a new UPI Mandate Request for the revised Bid, and the Sponsor Banks shall initiate requests for blocking of funds in the ASBA Accounts of relevant Bidders with a confirmation cut-off time of 5:00 p.m. IST on the Bid/Offer Closing Date.
(xxii) it shall provide the identification numbers (terminal IDs) of all Specified Locations Bidding Centres and those of its Sub-Syndicate Members, if any, to the Registrar to the Offer together with such other information that may be necessary to enable the Registrar to the Offer to keep a record of the bidding Bidding at each such bidding center Bidding Center at the end of each day during the Bid/ Offer Period;
(xxixxiii) it shall register and upload the Bids received by it and its Sub-Syndicate Members, onto the electronic bidding system as soon as practicable on the same Working Day on which the Bids are received (subject to the Stock Exchanges permitting such upload on the same Working Day). The BRLMs will instruct the Anchor Investors to deposit their Bid Amounts into the Escrow Accounts of the Company maintained with the designated Escrow Collection Banks for Anchor Investors, on the same day on which the Bid was received or any other period as agreed with the BRLMs in consultation with the Registrar to the Offer within the time period prescribed under the SEBI ICDR Regulations and other Applicable Law, and for the remaining Bid Amount (in cases where the Anchor Investor Allocation Price is lower than the Offer Price), on or prior to the Anchor Investor Pay-in Date; and it acknowledges that if the relevant Bid Amounts are not deposited within the time period stipulated herein, then such Bids are liable to be rejected;
(xxii) the Members of the Syndicate or any of their Sub-Syndicate Members shall enter details of a Bidder in the electronic bidding system as specified in the Red ▇▇▇▇▇▇▇ Prospectus, the Preliminary Offering Memorandum, the SEBI ICDR Regulations and any circular issued by the SEBI from time to time;
(xxiii) it shall ensure that all records of the Bids including the ASBA Forms (submitted by the Syndicate ASBA Bidders), together with supporting documents, are maintained and forwarded to the SCSBs, except in relation to Bids from UPI Bidders, within the time periods specified by the Stock Exchanges or the SEBI ICDR Regulations, the SEBI Process Circulars or UPI Circulars;
(xxiv) except for UPI Bidders, it shall ensure that it has affixed its stamp on each Bid cum Application Form forwarded by it to SCSBs or Escrow Collection Banks or the Registrar, as applicable, under “Broker’s/ SCSB Branch’s Stamp / RTA /CDP” (as applicable) as an acknowledgement of upload of the Bid in the electronic bidding system of the Stock Exchanges; Bid cum Application Forms (except electronic Bid cum Application Forms) that do not bear such stamp are liable to be rejected. It is however clarified that Bids by Anchor Investors do not get uploaded on electronic bidding system of the Stock Exchanges on the Anchor Investor Bidding Date;
(xxv) in relation to the Bids procured from Anchor Investors, the BRLMs Book Running Lead Managers shall be responsible for providing a schedule (including application number, payment instrument number/ RTGS / NEFT/ UTR control number and Bid Amount paid by Anchor Investors) to the Escrow Collection Bank during the Anchor Investor Bid/ Bid/Offer Period or any other period as agreed among the BRLMs Book Running Lead Managers in consultation with the Registrar to the Offer;
(xxvixxv) it shall provide the Registrar to Members of the Offer with a daily record, with a separate section for each Syndicate or any of its bidding centers and those of its their Sub-Syndicate MembersMembers which is an entity otherwise eligible to act as a syndicate member and has a valid SEBI registration certificate shall enter details of a UPI Bidder in the electronic bidding system as specified in the Red ▇▇▇▇▇▇▇ Prospectus, details relating to the Bid cum Application Forms received from Preliminary Offering Memorandum, the Bidders, details regarding registration of the Bids and Bid Amounts (other than Bids collected by SCSBs, CDPs, RTAs and Registered Brokers). This record (except Bids by Anchor Investors, and Bids by UPI Bidders using the UPI mechanism) shall be made available to the Registrar no later than 5 p.m. IST on any given day, or any such time permissible under Applicable Law, as agreed wSEBI ICDR
Appears in 1 contract
Sources: Syndicate Agreement
RESPONSIBILITIES OF THE MEMBERS OF THE SYNDICATE.
3.1 Each Member member of the Syndicate hereby, severally and not jointly, represents and warrants to the Company, each of the Selling Shareholders and to each member of the other PartiesSyndicate that this Agreement has been duly authorized, executed and delivered by it, and is a valid and legally binding obligation of such member of the Syndicate, enforceable against it, in accordance with the terms of this Agreement.
3.2 Each member of the Syndicate hereby, severally and not jointly, represents and warrants to the Company, each of the Selling Shareholders and to each member of the Syndicate, in relation to the Offer, that (a) it is an intermediary registered with SEBI and has a valid SEBI registration certificate for acting as a Member member of the Syndicate (“Registration Certificate”) and has not been debarred or prohibited (including any ad-interim prohibition) from acting as an intermediary by SEBI; and SEBI or any other regulatory authority. Further, in the event of withdrawal or cancellation of their Registration Certificate, such Member member of the Syndicate shall promptly inform all the fact other Parties of such withdrawal or cancellation to other Parties; and (b) this Agreement has been duly authorized, executed and delivered by it, and is a valid and legally binding obligation of such Member of the Syndicate in accordance with the terms of this Agreementcancellation.
3.2 3.3 Subject to Clauses 3.3, 3.4 Clause 3.5 and 3.5 3.6 below, each of the Members member of the Syndicate shall have the following responsibilities and obligations in relation to the Offer, and each Member member of the Syndicate hereby severally (and not jointly, or jointly and severally) represents, warrants, agrees, covenants and undertakes to the Company, the Selling Shareholders and other Members members of the Syndicate on behalf of itself, and to the extent relevant, its respective Sub-Syndicate Members that:
(i) it, or the respective Sub-Syndicate Member appointed by it, shall be responsible for collection of Bids (including Bids using the UPI Mechanism) from the Syndicate ASBA Bidders bidding through any Member and the Book Running Lead Managers shall be responsible for the collection of the Syndicate or their respective Sub-Syndicate Members (other than Bids directly submitted to the SCSBs or Bids collected by Registered Brokers at the Broker Centres, CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations or the Bids submitted by the Anchor Investors to the BRLMs), only at the Specified Locations, as applicable, in the manner specified in this Agreement, the SEBI ICDR RegulationsRegulations and any other Applicable Law, the Offer DocumentsRed ▇▇▇▇▇▇▇ Prospectus, the terms of Prospectus, the Preliminary Offering Memorandum, the Final Offering Memorandum, Bid cum Application Form, other Applicable Laws and instructions issued jointly by the BRLMs UPI Circulars and the Registrar to the Offer. Provided that in the event of any failure of Bids on account of any non-biddingAllotment Advice, error, fraud or malpractice by the relevant SCSB with whom such Syndicate ASBA Bid was submitted, deposited or forwarded by the Members of the Syndicate, the Member of the Syndicate shall not be liable and the relevant SCSB shall be responsible for the sameas applicable;
(ii) it shall follow all instructions issued by the BRLMs Book Running Lead Managers and the Registrar to the Offer, in accordance with Applicable Law and this Agreement, in dealing with the Bid cum Application Forms (including with respect to (a) the Bids submitted by QIBs (including Anchor Investors which shall be in accordance with Clause 3.5 belowInvestors) and (b) the Bids submitted through their the respective Sub-Syndicate Membersmembers, as applicable, at Specified Locations;
(iii) all Bids (other than Bids by UPI Bidders) shall be submitted to an SCSB for uploading and blocking of the funds and uploading on the electronic bidding platform of the Stock Exchanges;
(iv) any Bids submitted by the Syndicate/ their respective Sub-Syndicate Members to an SCSB shall be made on a special Bid cum Application Form and the heading/ watermark “Syndicate ASBA” must be used by the Syndicate/ Sub-Syndicate Member along with the SM Code and Broker Code mentioned on such special Bid cum Application Form to be eligible for brokerage on Allotment. However, any such special Bid cum Application Forms used for Bids by UPI Bidders shall not be eligible for brokerage;
(v) it agrees and acknowledges that the Bids by Anchor Investors shall be submitted at the select offices of the BRLMs and shall not be collected by the Syndicate Members;
(vi) it shall procure Bid cum Application Forms from ASBA Bidders bidding through any Member of the Syndicate or their respective Sub-Syndicate Members, as applicable, only at the Specified Locations;
(vii) it shall accept Bids from Bidders (other than Anchor Investors) only through ASBA process in terms of the SEBI Process Circulars. Bids through any other modes (other than Bids submitted by Anchor Investors) shall be treated as invalid and be rejected. If it accepts any Bids through modes other than ASBA process (other than Bids submitted by Anchor Investors), it shall be solely responsible for any consequences arising as a result of accepting such Bid and for resolving any investor grievances arising as a result thereof;
(viii) it shall not register/upload any Bid without first accepting the duly filled Bid cum Application Form in writing (including via facsimile), ) from the Bidder, whether in India or abroadabroad and shall after uploading the Bid, affix stamp and give an acknowledgment, either by way of a counterfoil or specifying the application number to the Bidder, as proof of having accepted the Bid cum Application Form, in physical or electronic mode, respectively; it shall be responsible for the completion and accuracy of all details (including the correct UPI ID for Bids by UPI BiddersRetail Individual Investors) to be entered into the electronic bidding system of the Stock Exchanges based on the filled in Bid cum Application Form received by it including the correct UPI ID of the UPI Bidders and, subject to Clause 2.42.3, shall be responsible for any default, mistake or error in the Bid details uploaded by it or subsequent corrections including the UPI related details (as applicable) if such default, mistake or error are solely attributable to it thereto and in resolving investor grievances arising from such errors, if such errors are solely attributable to it; it shall ensure that the required documents are attached to the Bid cum Application Form prior to uploading any Bid including Bids by UPI BiddersBid, and it shall ensure that such Bids are uploaded on the electronic bidding systems of the Stock Exchanges on a regular basis during the Bid/ Offer Period in compliance with the SEBI ICDR Regulations and SEBI Process CircularRegulations, and within such time as permitted by the Stock Exchanges and the SEBI ICDR Regulations; in case of a Bid cum Application Form submitted by QIBs or Non-Institutional Investors, it shall forward a schedule in the format prescribed under the UPI Circulars along with the Bid cum Application Form (carrying its identification markmark irrespective of the terminal from which the Bid has been uploaded), other than the Bids by UPI Bidders under the UPI Mechanism, to the designated branch of the respective SCSBs for blocking of funds, within such time as permitted by the Stock Exchanges and Applicable Law or within such other timeline as prescribed under the UPI CircularsLaw;
(ixiv) it shall, after uploading the Bid, affix a stamp and give an acknowledgment, either by way of a counterfoil or specifying the application number to the Bidder as proof of having accepted the Bid cum Application Form in physical or electronic form, respectively, in accordance with Applicable Law. Further, it shall retain the physical Bid cum Application Forms submitted by UPI Bidders using UPI as a payment mechanism for a period of six months or such other period as may be prescribed, and shall thereafter forward such forms to the Company / Company/ Registrar; and shall maintain electronic records related to electronic Bid cum Application Forms submitted by such UPI Bidders for a minimum period of three years or such other period as may be prescribed under Applicable Law.
(v) it shall give an acknowledgment or specify the application number to the Bidder as proof of having accepted the Bid cum Application Form in physical or electronic form;
(xvi) it will enter each Bid option and UPI ID (if applicable) option into the electronic bidding system as a separate Bid within the timelines time prescribed by SEBI and generate a transaction registration slip an Acknowledgement Slip for each price and demand option and give such Acknowledgement Slip to the same Bidder. It shall also furnish an Acknowledgement Slip to the Bidder on request;
(xivii) it shall accept and upload Bids by ASBA Bidders only during the Bid/ Bid/Offer Period. In case of Anchor Investors, the BRLMs shall accept Bids only during the Anchor Investor Bid/ Offer Period as applicable and as specified in the Red ▇▇▇▇▇▇▇ Prospectus and in accordance with the Applicable Laws. In case of Anchor Investors, the Book Running Lead Managers shall accept Bids only during the Anchor Investor Bidding Date;
(xiiviii) at the end of each day during the Bid/ Bid/Offer Period, the demand for the Equity Shares (excluding the allocation made to the Anchor Investors during the Anchor Investor Bid/ Bid/Offer Period) and the Bid prices shall be displayed on an online graphical display at its Bidding terminals, terminals for information to the public;
(xiiiix) it agrees that Anchor Investors shall upload/submit their Bids only through the BRLMs or their AffiliatesBook Running Lead Managers. No other Member member of the Syndicate shall solicit orders or collect Bids from any Anchor Investors. If an Anchor Investor does not pay the difference between the Anchor Investor Offer Price and the Anchor Investor Allocation Price, in case such Anchor Investor Allocation Price was below the Anchor Investor Offer Price by the close of such Pay-in Date, the allocation, if any, against such Bid shall stand cancelled and to the extent of reduction in the Anchor Investor Portion arising out of such cancellation, the Net QIB Category would stand increased. It agrees that the Members members of the Syndicate (only in the Specified Locations) have the right to accept or reject Bids by QIBs (other than Anchor Investors). Further, Bids from QIBs can also be rejected, by the Company in consultation with the BRLMs, rejected on technical grounds or such grounds only as described in the Offer Documents, in compliance with Applicable Law. Bids from Non-Institutional Bidders, Investors and Retail Individual Bidders and UPI Bidders Investors can be rejected on technical grounds only as described in the Offer Documents, in compliance with Applicable Lawonly. It shall not accept any Bids (other than from Anchor Investors and Bids using the UPI mechanism)that Investors) that are not made through the ASBA process and shall be treated as invalid and liable to be rejectedprocess. UPI Bidders using UPI Mechanismmechanism, may also submit their ASBA Forms with the Registered Brokers, RTA or Depository Participants;
(xivx) no Member member of the Syndicate shall accept any Bids from any Overseas Corporate Body;
(xvxi) it shall procure ASBA Forms from Syndicate ASBA Bidders only at the Specified Locations;
(xvixii) it shall ensure the availability of adequate infrastructure and other facilities for Biddingfacilities, and that including at least one of the members of the Syndicate shall be present at the Specified Locations so that there is least one electronically linked computer terminal, terminal at all the Specified Locations is available for the purpose of Bidding and for data entry of the Bids in a timely manner at all the Specified LocationsBidding;
(xviixiii) except in relation to the Bids received from Anchor Investors, Bids and any revisions in Bids will be accepted only between 10.00 10:00 a.m. IST and 5.00 5:00 p.m. (Indian Standard Time) IST during the Bid/ Bid/Offer Period (except on the Bid/Offer Closing Date) at the Specified Locations (except on Bid/ Offer Closing Date, which for QIBs may be one Working Day prior to the Bid/ Offer Closing Date for other categories of Bidders)Locations. On the Bid/ Bid/Offer Closing Date, Bids and any revisions in Bids will only be accepted between 10.00 10:00 a.m. (Indian Standard Time) IST and 3.00 3:00 p.m. (Indian Standard Time). On the Bid/ Offer Closing Date Bids shall be IST and uploaded until (i) 4.00 4:00 p.m. (Indian Standard Time) IST in case of Bids by QIBs and Non-Institutional Investors; and (ii) until 5.00 5:00 p.m. (Indian Standard Time) IST or such extended time as permitted by the Stock Exchanges, in case of Bids by Retail Individual Bidders Investors, after taking into account the total number of applications received up to the closure of timings and reported by the BRLMs Book Running Lead Managers to the Stock Exchanges, and in compliance with Applicable Law. Bids will be accepted only on Working Days. The Company, in consultation with the Book Running Lead Managers may consider closing the Bid / Offer Period for QIBs one day prior to the Bid / Offer Closing Date in accordance with the SEBI ICDR Regulations. Any revision in the uploading time instructed by the Stock Exchanges shall be communicated to the Sub-Syndicate Members who in turn shall communicate such revision to their agents. It is clarified that Bids not uploaded on the electronic bidding system would be considered rejected. The Company, the Selling Shareholders and the members of the Syndicate will not be responsible for any failure in uploading Bids due to faults in any hardware/ software system or otherwise. Bids by ASBA Bidders shall be uploaded in the electronic system to be provided by the Stock Exchanges by for the Designated Intermediaries Intermediaries; in case of any discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical or electronic ASBA Form, for a particular Bidder, the details of the Bid file received from Stock Exchanges may be taken as final data for the purposes of Allotment;
(xviiixiv) it shall ensure that its Sub-Syndicate Members shall, as applicable and in accordance with the UPI Circulars, enter the following details of an ASBA Bidder who submits an ASBA Bid at the Specified Locations in the electronic bidding system: (a) symbol; (b) intermediary code; (c) intermediary name; (d) location code; (e) name of the bidder; (f) name of the bank; (g) bank code; (h) category – individual, corporate, QIB, eligible Eligible NRI, etc.; (i) PAN (of the sole/first Bidder); (j) number of Equity Shares Bid for; (k) price per Equity Share; (l) Bid cum Application Form number; (m) DP ID and Client ID; (n) quantity; (o) amount; (p) order number; (q) depository of the beneficiary account of the Bidder; and (r) UPI ID, as applicable. For Anchor Investors, the BRLMs Book Running Lead Managers shall enter details of the respective Anchor Investor Bid Amount as well as the payment reference;
(xixxv) it and its Sub-Syndicate Members, if any, shall undertake necessary modifications of select fields in the Bid details, details already uploaded by it during the Bid/Offer Period, in compliance with Period and up to the permissible time on the Bid/Offer Closing Date or such other time as may be provided under Applicable Law, including the UPI Circulars and the Exchange Circulars;
(xxxvi) it shall provide the identification numbers (terminal IDs) of all Specified Locations its Bidding Centres and those of its Sub-Syndicate Members, if any, to the Registrar to the Offer together with such other information that may be necessary to enable the Registrar to the Offer to keep a record of the bidding at each such bidding center Bidding Centre at the end of each day during the Bid/ Bid/Offer Period;
(xxixvii) it shall register and upload the Bids received by it and its Sub-Syndicate Members, onto the electronic bidding system as soon as practicable on the same Working Day on which the Bids are received (subject to the Stock Exchanges permitting such upload on the same Working Day)) in terms of the time period prescribed under the SEBI ICDR Regulations, the UPI Circulars and other Applicable Laws. The BRLMs Book Running Lead Managers will instruct the Anchor Investors to deposit their Bid Amounts into the Escrow Accounts of the Company maintained with the designated Escrow Collection Banks for Anchor Investors, on the same day on which the Bid was received or any other period as agreed with the BRLMs Book Running Lead Managers in consultation with the Registrar to the Offer within the time period prescribed under the SEBI ICDR Regulations and other Applicable Law, and for the remaining Bid Amount (in cases where the Anchor Investor Allocation Price is lower than the Offer Price), on or prior to the Anchor Investor Pay-in Date; and it acknowledges that if the relevant Bid Amounts are not deposited within the time period stipulated herein, then such Bids are liable to be rejected;
(xxiixviii) it shall not collect or deposit payment instruments drawn in favor of the Members Company or any other party or account, other than in favor of the designated Escrow Accounts as specified in the Bid cum Application Form, the Red ▇▇▇▇▇▇▇ Prospectus and the Preliminary Offering Memorandum; and with respect to Bids by the Syndicate ASBA Bidders who have chosen a non-UPI payment mechanism, it shall not accept any ASBA Form without satisfying itself that the SCSB where the ASBA Account is maintained, as specified in the ASBA Form, has named at least one Designated Branch in that Specified Location in which a member of the Syndicate or any of their its Sub-Syndicate Members is accepting the ASBA Form or in case the Syndicate ASBA Bidder has chosen UPI as the mode of payment, the ASBA Form contains the UPI ID for such Bidder linked to a bank account of an SCSB notified by the SEBI which is live on UPI 2.0;
(xix) in relation to the Bids procured from Anchor Investors, the Book Running Lead Managers shall enter details of be responsible for providing a Bidder schedule (including application number, payment instrument number/ RTGS / NEFT/ UTR control number and Bid Amount paid by Anchor Investors) to the Escrow Bank on the Anchor Investor Bidding Date or any other period as agreed among the Book Running Lead Managers in consultation with the electronic bidding system Registrar to the Offer;
(xx) as specified in the Red ▇▇▇▇▇▇▇ Prospectus, the Preliminary Offering Memorandum, Memorandum and the SEBI ICDR Regulations Regulations, the members of the Syndicate or any of their Sub-Syndicate Members (which are entities otherwise eligible to act as a syndicate member and any circular issued by have a valid SEBI registration certificate) shall enter the SEBI from time to timedetails of a Bidder, including UPI ID, if applicable, in the electronic bidding system;
(xxiiixxi) it shall ensure that all records of the Bids including the ASBA Forms (submitted by the Syndicate ASBA Bidders), together with supporting documents, are maintained and forwarded to the SCSBs, except in relation to Bids from UPI BiddersRIIs, within the time periods specified by the Stock Exchanges or the SEBI ICDR Regulations, the SEBI Process Circulars or UPI Circulars;
(xxivxxii) except for UPI Bidders, it shall ensure that it has affixed its stamp on in the main body of each Bid cum Application Form forwarded by it to SCSBs or the SCSBs, the Escrow Collection Banks Bank or the Registrar, as applicable, under “Broker’s/ SCSB Brokers/SCSB/RTA/CDP Branch’s Stamp / RTA /CDP” (Stamp”, as applicable) , as an acknowledgement of upload of the Bid in the electronic bidding system of the Stock Exchanges; . Bid cum Application Forms (except electronic Bid cum Application Forms) that do not bear such stamp stamps are liable to be rejected. It is however clarified that Bids by Anchor Investors do not get uploaded on electronic bidding system of the Stock Exchanges on the Anchor Investor Bidding Date;
(xxv) in relation to the Bids procured from Anchor Investors, the BRLMs shall be responsible for providing a schedule (including application number, payment instrument number/ RTGS / NEFT/ UTR control number and Bid Amount paid by Anchor Investors) to the Escrow Collection Bank during the Anchor Investor Bid/ Offer Period or any other period as agreed among the BRLMs in consultation with the Registrar to the Offer;
(xxvixxiii) it shall provide the Registrar to the Offer with a daily record, with a separate section for each of its bidding centers Bidding Centres and those of its respective Sub-Syndicate Members, details relating to the Bid cum Application Forms received from the Bidders, Bidders and details regarding registration of the Bids and Bid Amounts (other than Bids collected by SCSBs, CDPs, RTAs and Registered Brokers), and the Bid Amounts deposited with the Escrow Bank for the Bids received from Anchor Investors. This record (except Bids by Anchor Investors, and Bids by UPI Bidders using the UPI mechanism) shall be made available to the Registrar no later than 5 5:00 p.m. IST on any given day;
(xxiv) it shall take all necessary steps and co-operate with the Escrow Bank, or the Refund Bank, the Public Offer Account Bank and the Registrar to ensure that the Allotment of the Equity Shares and refund, if any, of any amount collected during the Anchor Investor Bidding Date and the Pay-in Date for Anchor Investor, if applicable, unblocking of ASBA Accounts, and any other post-Offer activities are completed within the time period specified in the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus, the Preliminary Offering Memorandum, the Final Offering Memorandum and the SEBI Offering Circulars, the UPI Circulars and the SEBI ICDR Regulations;
(xxv) it shall be responsible for collection of the ASBA Forms and other documents attached to the ASBA Forms from Syndicate ASBA Bidders (other than UPI Bidders) at the Specified Locations and deposit such time permissible under Applicable LawASBA Forms (with relevant schedules) with the relevant branch of the SCSB where the ASBA Account, as agreed wspecified in the ASBA Form, is maintained and named by s
Appears in 1 contract
Sources: Syndicate Agreement
RESPONSIBILITIES OF THE MEMBERS OF THE SYNDICATE. 3.1 The Parties acknowledge that pursuant to the ICDR Regulations and SEBI Process Circulars and UPI Circulars, all ASBA Bidders (other than Anchor Investors) are required to mandatorily submit their Bids and participate in the Offer through the ASBA process and all Syndicate ASBA Bidders that are UPI Bidders shall submit their Bids through the UPI Mechanism. Any UPI Bidder whose Bid has not been considered for Allotment, due to failures on the part of the SCSB may seek redressal from the concerned SCSB within three months of the listing date in accordance with SEBI Master Circular bearing reference number SEBI/HO/CFD/PoD-2/P/CIR/2023/00094 dated 21 June 2023 read with June 2021 Circular and April 2022 Circular II.
3.1 3.2 Each Member of the Syndicate Syndicate, hereby, severally and not jointly, represents and warrants to the Company, each of Bank and the Selling Shareholders and to the other PartiesShareholders, in relation to the Offer, that (a) it is an intermediary registered with the SEBI and has a valid SEBI registration certificate for acting as a Member of the Syndicate (“Registration Certificate”) and it has not been debarred or debarred, prohibited from acting as an intermediary by SEBI; the SEBI or any other regulatory authority and in the event of withdrawal or cancellation of their Registration Certificateits registration, such Member of the Syndicate it shall promptly immediately inform the fact of such withdrawal or cancellation to all other Parties; Parties and (b) this Agreement has been duly authorizedauthorised, executed and delivered by it, and is a valid and legally binding obligation of such Member of the Syndicate in accordance with the terms of this AgreementSyndicate.
3.2 3.3 Subject to Clauses 3.3, 3.4 and Clause 3.5 belowhereinbelow, each of the Members of the Syndicate shall have the following responsibilities and obligations in relation to the Offer, and each Member of the Syndicate hereby severally (and not jointly, or jointly and severally) represents, warrants, agrees, covenants and undertakes to the Company, the Selling Shareholders and other Members of the Syndicate on behalf of itself, and to the extent relevant, its respective Sub-Syndicate Members that:
(i) it, or the its respective Sub-Syndicate syndicate Member appointed by it, shall be responsible for collection of Bids (including Bids using the UPI Mechanism) from the Syndicate ASBA Bidders bidding through any Member of the Syndicate or their respective Sub-Syndicate Members (other than Bids submitted by the ASBA Bidders directly submitted to the SCSBs an SCSB or Bids collected by Registered Brokers at or RTAs or CDPs) and only the Broker Centres, CDPs at Managers shall be responsible for the Designated CDP Locations and RTAs at the Designated RTA Locations or the collection of Bids submitted by from the Anchor Investors to the BRLMs), only at the Specified Locations, as applicable, in the manner specified in this Agreement, the SEBI ICDR RegulationsRegulations and any other Applicable Law, the Offer DocumentsRed ▇▇▇▇▇▇▇ Prospectus, the Prospectus, the Preliminary Offering Memorandum, the Offering Memorandum, the terms of the Bid cum Application Form, other Applicable Laws as applicable, the Allotment Advice, as applicable and instructions issued jointly by the BRLMs Managers and the Registrar to the Offer. Provided that in the event of any failure of Bids on account of any non-bidding, error, fraud or malpractice by the relevant SCSB with whom such Syndicate ASBA Bid was submitted, deposited or forwarded by the Members of the Syndicate, the Member of the Syndicate shall not be liable and the relevant SCSB shall be responsible for the sameRegistrar;
(ii) it shall follow all instructions issued by the BRLMs and the Registrar to the Offer, in accordance with Applicable Law and this Agreement, in dealing with the Bid cum Application Forms including with respect to (a) the Bids submitted by QIBs (including Anchor Investors which shall be in accordance with Clause 3.5 below) and (b) the Bids submitted through their respective Sub-Syndicate Members, as applicable, at Specified Locations;
(iii) all Bids (other than Bids by UPI Bidders) shall be submitted to an SCSB for uploading and blocking of the funds and uploading on the electronic bidding platform of the Stock Exchanges;
(iv) any Bids submitted by the Syndicate/ their respective Sub-Syndicate Members to an SCSB shall be made on a special Bid cum Application Form and the heading/ watermark “Syndicate ASBA” must be used by the Syndicate/ Sub-Syndicate Member along with the SM Code and Broker Code mentioned on such special Bid cum Application Form to be eligible for brokerage on Allotment. However, any such special Bid cum Application Forms used for Bids by UPI Bidders shall not be eligible for brokerage;
(v) it agrees and acknowledges that the Bids by Anchor Investors shall be submitted at the select offices of the BRLMs Managers and shall not be collected by the Syndicate MembersMember;
(viiii) it shall procure follow all instructions issued by the Managers and the Registrar in dealing with the Bid cum Application Forms from (including with respect to the Bids by the Syndicate ASBA Bidders bidding through any Member of and the Syndicate Anchor Investors) procured by it or their its respective Sub-Syndicate Members, as applicable, only syndicate Members at the Specified Locations;
(vii) it shall accept Bids from Bidders (other than Anchor Investors) only through ASBA process in terms of the SEBI Process Circulars, if any. Bids through any other modes by any Bidder (other than Bids submitted except by Anchor Investors) shall be treated as invalid and be rejected. If it accepts any Bids through modes other than ASBA process (other than Bids submitted by Anchor Investors), it shall be solely responsible for any consequences arising as a result of accepting such Bid and for resolving any investor grievances arising as a result thereof;
(viiiiv) it shall not register/upload any Bid without first accepting the duly filled Bid cum Application Form in writing (including via facsimile), electronic means) from the Bidder, whether in India or abroad; it shall be responsible for the completion and accuracy of all details (including the correct UPI ID for Bids by UPI Bidders) to be entered into the online electronic bidding system of the Stock Exchanges based on the filled in Bid cum Application Form received by it it, including the correct UPI ID of the UPI Bidders relevant Bidder and, subject to Clause 2.42.3, shall be responsible for any default, mistake or error in the Bid details uploaded by it or subsequent corrections including the UPI related details (as applicable) if such default, mistake or error are solely attributable to it and in resolving investor grievances arising from such errors, if such errors are solely attributable to it; it shall ensure that the required documents are attached to the Bid cum Application Form prior to uploading any Bid including Bids by UPI BiddersBid, and it shall ensure that such Bids are uploaded on the online electronic bidding systems of the Stock Exchanges on a regular basis during the Bid/ Offer Period in compliance with the SEBI ICDR Regulations and SEBI Process CircularRegulations, and within such time as permitted by the Stock Exchanges and the SEBI ICDR Regulations; it shall forward a schedule in the format prescribed under the UPI Circulars along with the Bid cum Application Form (carrying its identification mark), other than Bids by UPI Bidders under the UPI Mechanism, to the branch of the respective SCSBs for blocking of funds, within such time as permitted by the Stock Exchanges and Applicable Law or within such other timeline as prescribed under the UPI Circulars;
(ix) it shall, after uploading the Bid, affix a stamp and give an acknowledgment, either by way of a counterfoil or specifying the application number to the Bidder as proof of having accepted the Bid cum Application Form in physical or electronic form, respectively, in accordance with Applicable Law. Further, it shall retain the physical Bid cum Application Forms submitted by UPI Bidders using UPI as a payment mechanism for a period of six months or such other period as may be prescribed, and shall thereafter forward such forms to the Company / Registrar; and shall maintain electronic records related to electronic Bid cum Application Forms submitted by such UPI Bidders for a minimum period of three years or such other period as may be prescribed under Applicable Law;
(x) it will enter each Bid and UPI ID (if applicable) option into the electronic bidding system as a separate Bid within the timelines prescribed by SEBI and generate a transaction registration slip for each price and demand option and give the same to the Bidder on request;
(xi) it shall accept and upload Bids by ASBA Bidders only during the Bid/ Offer Period. In case of Anchor Investors, the BRLMs shall accept Bids only during the Anchor Investor Bid/ Offer Period as applicable and as specified in the Red ▇▇▇▇▇▇▇ Prospectus and in accordance with the Applicable Laws;
(xii) at the end of each day during the Bid/ Offer Period, the demand for the Equity Shares (excluding the allocation made to the Anchor Investors during the Anchor Investor Bid/ Offer Period) and the Bid prices shall be displayed on an online graphical display at its Bidding terminals, for information to the public;
(xiii) it agrees that Anchor Investors shall upload/submit their Bids only through the BRLMs or their Affiliates. No other Member of the Syndicate shall solicit orders or collect Bids from any Anchor Investors. It agrees that the Members of the Syndicate (only in the Specified Locations) have the right to accept or reject Bids by QIBs (other than Anchor Investors). Further, Bids from QIBs can also be rejected, by the Company in consultation with the BRLMs, on technical grounds or such grounds as described in the Offer Documents, in compliance with Applicable Law. Bids from Non-Institutional Bidders, Retail Individual Bidders and UPI Bidders can be rejected on technical grounds only as described in the Offer Documents, in compliance with Applicable Law. It shall not accept any Bids (other than from Anchor Investors and Bids using the UPI mechanism)that are not made through the ASBA process and shall be treated as invalid and liable to be rejected. UPI Bidders using UPI Mechanism, may also submit their ASBA Forms with the Registered Brokers, RTA or Depository Participants;
(xiv) no Member of the Syndicate shall accept any Bids from any Overseas Corporate Body;
(xv) it shall procure ASBA Forms from Syndicate ASBA Bidders only at the Specified Locations;
(xvi) it shall ensure availability of adequate infrastructure and other facilities for Bidding, and that at least one of the members of the Syndicate shall be present at the Specified Locations so that there is least one electronically linked computer terminal, for the purpose of Bidding and for data entry of the Bids in a timely manner at all the Specified Locations;
(xvii) except in relation to the Bids received from Anchor Investors, Bids and any revisions in Bids will be accepted only between 10.00 a.m. and 5.00 p.m. (Indian Standard Time) during the Bid/ Offer Period at the Specified Locations (except on Bid/ Offer Closing Date, which for QIBs may be one Working Day prior to the Bid/ Offer Closing Date for other categories of Bidders). On the Bid/ Offer Closing Date, Bids and any revisions in Bids will only be accepted between 10.00 a.m. (Indian Standard Time) and 3.00 p.m. (Indian Standard Time). On the Bid/ Offer Closing Date Bids shall be uploaded until (i) 4.00 p.m. (Indian Standard Time) in case of Bids by QIBs and Non-Institutional Investors; and (ii) until 5.00 p.m. (Indian Standard Time) or such extended time as permitted by the Stock Exchanges, in case of Bids by Retail Individual Bidders after taking into account the total number of applications received up to the closure of timings and reported by the BRLMs to the Stock Exchanges. Bids will be accepted only on Working Days. The Company, in consultation with the Book Running Lead Managers may consider closing the Bid / Offer Period for QIBs one day prior to the Bid / Offer Closing Date in accordance with the SEBI ICDR Regulations. Any revision in the uploading time instructed by the Stock Exchanges shall be communicated to the Sub-Syndicate Members who in turn shall communicate such revision to their agents. It is clarified that Bids not uploaded on the electronic bidding system would be considered rejected. Bids by ASBA Bidders shall be uploaded in the electronic system to be provided by the Stock Exchanges by Designated Intermediaries in case of any discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical or electronic ASBA Form, for a particular Bidder, the details of the Bid file received from Stock Exchanges may be taken as final data for the purposes of Allotment;
(xviii) it shall ensure that its Sub-Syndicate Members shall, as applicable and in accordance with the UPI Circulars, enter the following details of an ASBA Bidder who submits an ASBA Bid at the Specified Locations in the electronic bidding system: (a) symbol; (b) intermediary code; (c) intermediary name; (d) location code; (e) name of the bidder; (f) name of the bank; (g) bank code; (h) category – individual, corporate, QIB, eligible NRI, etc.; (i) PAN (of the sole/first Bidder); (j) number of Equity Shares Bid for; (k) price per Equity Share; (l) Bid cum Application Form number; (m) DP ID and Client ID; (n) quantity; (o) amount; (p) order number; (q) depository of the beneficiary account of the Bidder; and (r) UPI ID. For Anchor Investors, the BRLMs shall enter details of the respective Anchor Investor Bid Amount as well as the payment reference;
(xix) it and its Sub-Syndicate Members, if any, shall undertake necessary modifications of select fields in the Bid details, already uploaded by it during the Bid/Offer Period, in compliance with Applicable Law, including the UPI Circulars and the Exchange Circulars;
(xx) it shall provide the identification numbers (terminal IDs) of all Specified Locations and those of its Sub-Syndicate Members, if any, to the Registrar to the Offer together with such other information that may be necessary to enable the Registrar to the Offer to keep a record of the bidding at each such bidding center at the end of each day during the Bid/ Offer Period;
(xxi) it shall register and upload the Bids received by it and its Sub-Syndicate Members, onto the electronic bidding system as soon as practicable on the same Working Day on which the Bids are received (subject to the Stock Exchanges permitting such upload on the same Working Day). The BRLMs will instruct the Anchor Investors to deposit their Bid Amounts into the Escrow Accounts of the Company maintained with the designated Escrow Collection Banks for Anchor Investors, on the same day on which the Bid was received or any other period as agreed with the BRLMs in consultation with the Registrar to the Offer within the time period prescribed under the SEBI ICDR Regulations and other Applicable Law, and for the remaining Bid Amount (in cases where the Anchor Investor Allocation Price is lower than the Offer Price), on or prior to the Anchor Investor Pay-in Date; and it acknowledges that if the relevant Bid Amounts are not deposited within the time period stipulated herein, then such Bids are liable to be rejected;
(xxii) the Members of the Syndicate or any of their Sub-Syndicate Members shall enter details of a Bidder in the electronic bidding system as specified in the Red ▇▇▇▇▇▇▇ Prospectus, the Preliminary Offering Memorandum, the SEBI ICDR Regulations and any circular issued by the SEBI from time to time;
(xxiii) it shall ensure that all records of the Bids including the ASBA Forms (submitted by the Syndicate ASBA Bidders), together with supporting documents, are maintained and forwarded to the SCSBs, except in relation to Bids from UPI Bidders, within the time periods specified by the Stock Exchanges or the SEBI ICDR Regulations, the SEBI Process Circulars or UPI Circulars;
(xxiv) except for UPI Bidders, it shall ensure that it has affixed its stamp on each Bid cum Application Form forwarded by it to SCSBs or Escrow Collection Banks or the Registrar, as applicable, under “Broker’s/ SCSB Branch’s Stamp / RTA /CDP” (as applicable) as an acknowledgement of upload of the Bid in the electronic bidding system of the Stock Exchanges; Bid cum Application Forms (except electronic Bid cum Application Forms) that do not bear such stamp are liable to be rejected. It is however clarified that Bids by Anchor Investors do not get uploaded on electronic bidding system of the Stock Exchanges on the Anchor Investor Bidding DateBid/Offer Period;
(xxv) in relation to the Bids procured from Anchor Investors, the BRLMs shall be responsible for providing a schedule (including application number, payment instrument number/ RTGS / NEFT/ UTR control number and Bid Amount paid by Anchor Investors) to the Escrow Collection Bank during the Anchor Investor Bid/ Offer Period or any other period as agreed among the BRLMs in consultation with the Registrar to the Offer;
(xxviv) it shall provide the Registrar to the Offer with a daily record, with a separate section for each of its bidding centers procure Bid cum Application Forms and those of its Sub-Syndicate Members, details relating other documents attached to the Bid cum Application Forms received from the Bidders, details regarding registration of the Bids and Bid Amounts Syndicate ASBA Bidders (other than Bids by ASBA Bidders directly submitted to the SCSBs, Bids collected by SCSBs, Registered Brokers at the Broker Centres and Bids collected by the RTA and CDPs, RTAs and Registered Brokers). This record ) only at the Specified Locations;
(except vi) it shall accept Bids by from Bidders (other than Anchor Investors, and Bids by UPI Bidders using the UPI mechanism) shall be made available to the Registrar no later than 5 p.m. IST on any given day, or any such time permissible under Applicable Law, as agreed wonly through ASBA;
Appears in 1 contract
Sources: Syndicate Agreement
RESPONSIBILITIES OF THE MEMBERS OF THE SYNDICATE.
3.1 Each Member member of the Syndicate hereby, severally and not jointly, represents and warrants to the Company, each of Company and the Promoter Selling Shareholders and to the other PartiesShareholder that, in relation to the Offer, that (a) it is an intermediary registered with SEBI and has a valid SEBI registration certificate for acting as a Member member of the Syndicate (“Registration Certificate”) and has not been debarred or prohibited from acting as an intermediary by SEBI; and in the event of withdrawal or cancellation of their Registration Certificate, such Member member of the Syndicate shall promptly as soon as reasonably practicable inform the fact of such withdrawal or cancellation to other Parties; and (b) this Agreement has been duly authorized, executed and delivered by it, and is a valid and legally binding obligation of such Member member of the Syndicate in accordance with the terms of this AgreementSyndicate. eSigned using DSC (▇▇▇▇▇▇▇▇▇.▇▇▇ - N3rnE4Z) ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Date: Thu Feb 06 13:40:46 IST 2025
3.2 Subject to Clauses 3.3, 3.4 and Clause 3.5 below, each of the Members members of the Syndicate shall have the following responsibilities and obligations in relation to the Offer, and each Member member of the Syndicate hereby severally (and not jointly, or jointly and severally) represents, warrants, agrees, covenants and undertakes to the Company, the Selling Shareholders and other Members members of the Syndicate on behalf of itself, and to the extent relevant, its respective Sub-Syndicate Members that:
(i) it, or the respective Sub-Syndicate Member appointed by it, shall be responsible for collection of Bids (including Bids using the UPI Mechanism) from the ASBA Bidders bidding through any Member member of the Syndicate or their respective Sub-Syndicate Members (other than Bids directly submitted to the SCSBs or Bids collected by Registered Brokers at the Broker Centres, CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations or the Bids submitted by the Anchor Investors to the BRLMsLocations), only at the Specified Locations, as applicable, in the manner specified in this Agreement, the SEBI ICDR Regulations, the Offer Documents, the terms of the Bid cum Application Form, other Applicable Laws Law and instructions issued jointly by the BRLMs BRLM and the Registrar to the Offer. Provided that in the event of any failure of Bids on account of any non-bidding, error, fraud or malpractice by the relevant SCSB with whom such Syndicate ASBA Bid was submitted, deposited or forwarded by the Members of the Syndicate, the Member of the Syndicate shall not be liable and the relevant SCSB shall be responsible for the same;; eSigned using Aadhaar (▇▇▇▇▇▇▇▇▇.▇▇▇ - N3rnE4Z) ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ eSigned using Aadhaar (▇▇▇▇▇▇▇▇▇.▇▇▇ - N3rnE4Z) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ eSigned using Aadhaar (▇▇▇▇▇▇▇▇▇.▇▇▇ - N3rnE4Z) ▇▇▇▇▇▇ ▇▇▇▇▇▇ eSigned using DSC (▇▇▇▇▇▇▇▇▇.▇▇▇ - N3rnE4Z) ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
(ii) it shall follow all instructions issued by the BRLMs BRLM and the Registrar to the Offer, in accordance with Applicable Law and this Agreement, Offer in dealing with the Bid cum Application Forms including with respect to (a) the Bids submitted by QIBs (including Anchor Investors Investors) which shall be in accordance with Clause 3.5 below) below and (b) the Bids submitted through their respective Sub-Syndicate Members, as applicable, at Specified Locations;
(iii) all Bids (other than Bids by UPI Bidders) shall be submitted to an SCSB for uploading and blocking of the funds and uploading on the electronic bidding platform of the Stock Exchanges;
(iv) any Bids submitted by the Syndicate/ their respective Sub-Syndicate Members to an SCSB shall be made on a special Bid cum Application Form and the heading/ watermark “Syndicate ASBA” must be used by the Syndicate/ Sub-Syndicate Member along with the SM Code and Broker Code mentioned on such special Bid cum Application Form to be eligible for brokerage on Allotment. However, any such special Bid cum Application Forms used for Bids by UPI Bidders shall not be eligible for brokerage;
(v) it agrees and acknowledges that the Bids by Anchor Investors shall be submitted at the select offices of the BRLMs BRLM and shall not be collected by the Syndicate MembersMember;
(viiv) it shall procure Bid cum Application Forms from ASBA Bidders bidding through any Member member of the Syndicate or their respective Sub-Syndicate Members, as applicable, only at the Specified Locations;
(viiv) it shall accept Bids from Bidders (other than Anchor Investors) only through ASBA process in terms of the SEBI Process CircularsCircular No. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015. Bids through any other modes (other than Bids submitted by Anchor Investors) shall be treated as invalid and be rejected. If it accepts any Bids through modes other than ASBA process (other than Bids submitted by Anchor Investors), it shall be solely responsible for any consequences arising as a result of accepting such Bid and for resolving any investor grievances arising as a result thereof;
(viiivi) it shall not register/upload any Bid without first accepting the duly filled Bid cum Application Form in writing (including via facsimile), from the Bidder, whether in India or abroad; it shall be responsible for the completion and accuracy of all details (including the correct UPI ID for Bids by UPI Bidders) to be entered into the electronic bidding system of the Stock Exchanges based on the filled in Bid cum Application Form received by it including the correct UPI ID of the UPI Bidders and, subject to Clause 2.42.3, shall be responsible for any default, mistake or error in the Bid details uploaded by it or subsequent corrections including the UPI related details (as applicable) if such default, mistake or error are solely attributable to it and in resolving investor grievances arising from such errors, if such errors are solely attributable to it; it shall ensure that the required documents are attached to the Bid cum Application Form prior to uploading any Bid including Bids by UPI BiddersBid, and it shall ensure that such Bids are uploaded on the electronic bidding systems of the Stock Exchanges on a regular basis during the Bid/ Offer Period in compliance with the SEBI ICDR Regulations and SEBI Process CircularRegulations, and within such time as permitted by the Stock Exchanges and the SEBI ICDR Regulations; it shall forward a schedule in the format prescribed under the UPI Circulars along with the Bid cum Application Form (carrying its identification markmark irrespective of the terminal from which the Bid has been uploaded), other than Bids by UPI Retail Individual Bidders under the UPI Mechanism, to the branch of the respective SCSBs for blocking of funds, within such time as permitted by the Stock Exchanges and Applicable Law or within such other timeline as prescribed under the UPI Circulars;
(ix) it shall, after uploading the Bid, affix a stamp and give an acknowledgment, either by way of a counterfoil or specifying the application number to the Bidder as proof of having accepted the Bid cum Application Form in physical or electronic form, respectively, in accordance with Applicable Law. Further, it shall retain the physical Bid cum Application Forms submitted by UPI Bidders using UPI as a payment mechanism for a period of six months or such other period as may be prescribed, and shall thereafter forward such forms to the Company / Registrar; and shall maintain electronic records related to electronic Bid cum Application Forms submitted by such UPI Bidders for a minimum period of three years or such other period as may be prescribed under Applicable Law;
(xvii) it will enter each Bid and UPI ID (if applicable) option into the electronic bidding system as a separate Bid within the timelines prescribed by SEBI and generate a transaction registration slip for each price and demand option and give the same to the Bidder on request;; eSigned using DSC (▇▇▇▇▇▇▇▇▇.▇▇▇ - N3rnE4Z) ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Date: Thu Feb 06 13:40:46 IST 2025
(xiviii) it shall accept and upload Bids by ASBA Bidders only during the Bid/ Offer Period. In case of Anchor Investors, the BRLMs BRLM shall accept Bids only during the Anchor Investor Bid/ Offer Period as applicable and as specified in the Red ▇▇▇▇▇▇▇ Prospectus and in accordance with the Applicable LawsPeriod;
(xiiix) at the end of each day during the Bid/ Bid/Offer Period, the demand for the Equity Shares (excluding the allocation made to the Anchor Investors during the Anchor Investor Bid/ Offer Period) and the Bid prices shall be displayed on an online graphical display at its Bidding terminals, for information to the public;
(xiiix) it agrees that Anchor Investors shall upload/submit their Bids only through the BRLMs or their AffiliatesBRLM. No other Member member of the Syndicate shall solicit orders or collect Bids from any Anchor Investors. It agrees that the Members members of the Syndicate (only in the Specified Locations) have the right to accept or reject Bids by QIBs (other than Anchor Investors). Further, Bids from QIBs can also be rejected, by the Company in consultation with the BRLMs, rejected on technical grounds or such grounds as described in the Offer Documents, in compliance with Applicable Lawgrounds. Bids from Non-Institutional Bidders, Bidders and Retail Individual Bidders and UPI Bidders can be rejected on technical grounds only as described in the Offer Documents, in compliance with Applicable Lawonly. It shall not accept any Bids (other than from Anchor Investors and Bids using the UPI mechanism)that Investors) that are not made through eSigned using Aadhaar (▇▇▇▇▇▇▇▇▇.▇▇▇ - N3rnE4Z) ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ eSigned using Aadhaar (▇▇▇▇▇▇▇▇▇.▇▇▇ - N3rnE4Z) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ eSigned using Aadhaar (▇▇▇▇▇▇▇▇▇.▇▇▇ - N3rnE4Z) ▇▇▇▇▇▇ ▇▇▇▇▇▇ eSigned using DSC (▇▇▇▇▇▇▇▇▇.▇▇▇ - N3rnE4Z) ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ the ASBA process and shall be treated as invalid and liable to be rejectedprocess. UPI Bidders RIBs using UPI Mechanism, may also submit their ASBA Forms with the Registered Brokers, RTA or Depository Participants;
(xivxi) no Member member of the Syndicate shall accept any Bids from any Overseas Corporate Body;
(xvxii) it shall procure ASBA Forms from Syndicate ASBA Bidders only at the Specified Locations;
(xvixiii) it shall ensure availability of adequate infrastructure and other facilities for Biddingfacilities, and that including at least one of the members of the Syndicate shall be present at the Specified Locations so that there is least one electronically linked computer terminal, for the purpose of Bidding and for data entry of the Bids in a timely manner at all the Specified Locations;
(xviixiv) except in relation to the Bids received from Anchor Investors, Bids and any revisions in Bids will be accepted only between 10.00 a.m. and 5.00 p.m. (Indian Standard Time) during the Bid/ Offer Period at the Specified Locations (except on Bid/ Offer Closing Date, which for QIBs may be one Working Day prior to the Bid/ Offer Closing Date for other categories of Bidders). On the Bid/ Offer Closing Date, Bids and any revisions in Bids will only be accepted between 10.00 a.m. (Indian Standard Time) and 3.00 p.m. (Indian Standard Time). On the Bid/ Offer Closing Date Bids shall be uploaded until (i) 4.00 p.m. (Indian Standard Time) in case of Bids by QIBs and Non-Institutional Investors; and (ii) until 5.00 p.m. (Indian Standard Time) or such extended time as permitted by the Stock Exchanges, in case of Bids by Retail Individual Bidders after taking into account the total number of applications received up to the closure of timings and reported by the BRLMs BRLM to the Stock Exchanges. Bids will be accepted only on Working Days. The Company, in consultation with the Book Running Lead Managers may consider closing the Bid / Offer Period for QIBs one day prior to the Bid / Offer Closing Date in accordance with the SEBI ICDR Regulations. Any revision in the uploading time instructed by the Stock Exchanges shall be communicated to the Sub-Sub- Syndicate Members who in turn shall communicate such revision to their agents. It is clarified that Bids not uploaded on the electronic bidding system would be considered rejected. Bids by ASBA Bidders shall be uploaded in the electronic system to be provided by the Stock Exchanges by Designated Intermediaries in case of any discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical or electronic ASBA Form, for a particular Bidder, the details of the Bid file received from Stock Exchanges may be taken as final data for the purposes of Allotment.;
(xviiixv) it shall ensure that its Sub-Syndicate Members shall, as applicable and in accordance with the UPI Circulars, enter the following details of an ASBA Bidder who submits an ASBA Bid at the Specified Locations in the electronic bidding system: (a) symbol; (b) intermediary code; (c) intermediary name; (d) location code; (e) name of the bidder; (f) name of the bank; (g) bank code; (h) category – individual, corporate, QIB, eligible NRI, etc.; (i) PAN (of the sole/first Bidder); (j) number of Equity Shares Bid for; (k) price per Equity Share; (l) Bid cum Application Form number; (m) DP ID and Client ID; (n) quantity; (o) amount; (p) order number; (q) depository of the beneficiary account of the Bidder; and (r) UPI ID. For Anchor Investors, the BRLMs shall enter details of the respective Anchor Investor Bid Amount as well as the payment reference;
(xix) it and its Sub-Syndicate Members, if any, shall undertake necessary modifications of select fields in the Bid details, already uploaded by it during the Bid/Offer Period, in compliance with Applicable Law, including the UPI Circulars and the Exchange Circulars;
(xx) it shall provide the identification numbers (terminal IDs) of all Specified Locations and those of its Sub-Syndicate Members, if any, to the Registrar to the Offer together with such other information that may be necessary to enable the Registrar to the Offer to keep a record of the bidding at each such bidding center at the end of each day during the Bid/ Offer Period;
(xxi) it shall register and upload the Bids received by it and its Sub-Syndicate Members, onto the electronic bidding system as soon as practicable on the same Working Day on which the Bids are received (subject to the Stock Exchanges permitting such upload on the same Working Day). The BRLMs will instruct the Anchor Investors to deposit their Bid Amounts into the Escrow Accounts of the Company maintained with the designated Escrow Collection Banks for Anchor Investors, on the same day on which the Bid was received or any other period as agreed with the BRLMs in consultation with the Registrar to the Offer within the time period prescribed under the SEBI ICDR Regulations and other Applicable Law, and for the remaining Bid Amount (in cases where the Anchor Investor Allocation Price is lower than the Offer Price), on or prior to the Anchor Investor Pay-in Date; and it acknowledges that if the relevant Bid Amounts are not deposited within the time period stipulated herein, then such Bids are liable to be rejected;
(xxii) the Members of the Syndicate or any of their Sub-Syndicate Members shall enter details of a Bidder in the electronic bidding system as specified in the Red ▇▇▇▇▇▇▇ Prospectus, the Preliminary Offering Memorandum, the SEBI ICDR Regulations and any circular issued by the SEBI from time to time;
(xxiii) it shall ensure that all records of the Bids including the ASBA Forms (submitted by the Syndicate ASBA Bidders), together with supporting documents, are maintained and forwarded to the SCSBs, except in relation to Bids from UPI Bidders, within the time periods specified by the Stock Exchanges or the SEBI ICDR Regulations, the SEBI Process Circulars or UPI Circulars;
(xxiv) except for UPI Bidders, it shall ensure that it has affixed its stamp on each Bid cum Application Form forwarded by it to SCSBs or Escrow Collection Banks or the Registrar, as applicable, under “Broker’s/ SCSB Branch’s Stamp / RTA /CDP” (as applicable) as an acknowledgement of upload of the Bid in the electronic bidding system of the Stock Exchanges; Bid cum Application Forms (except electronic Bid cum Application Forms) that do not bear such stamp are liable to be rejected. It is however clarified that Bids by Anchor Investors do not get uploaded on electronic bidding system of the Stock Exchanges on the Anchor Investor Bidding Date;
(xxv) in relation to the Bids procured from Anchor Investors, the BRLMs shall be responsible for providing a schedule (including application number, payment instrument number/ RTGS / NEFT/ UTR control number and Bid Amount paid by Anchor Investors) to the Escrow Collection Bank during the Anchor Investor Bid/ Offer Period or any other period as agreed among the BRLMs in consultation with the Registrar to the Offer;
(xxvi) it shall provide the Registrar to the Offer with a daily record, with a separate section for each of its bidding centers and those of its Sub-Syndicate Members, details relating to the Bid cum Application Forms received from the Bidders, details regarding registration of the Bids and Bid Amounts (other than Bids collected by SCSBs, CDPs, RTAs and Registered Brokers). This record (except Bids by Anchor Investors, and Bids by UPI Bidders using the UPI mechanism) shall be made available to the Registrar no later than 5 p.m. IST on any given day, or any such time permissible under Applicable Law, as agreed w
Appears in 1 contract
Sources: Syndicate Agreement
RESPONSIBILITIES OF THE MEMBERS OF THE SYNDICATE. 3.1 The Parties acknowledge that pursuant to the SEBI Regulations and the SEBI Process Circulars, all Bidders (other than Anchor Investors) are required to mandatorily submit their Bids and participate in the Offer through the ASBA process and all Syndicate ASBA Bidders that are UPI Bidders are required to mandatorily Bid through the UPI mechanism.
3.1 3.2 Each Member member of the Syndicate hereby, severally and not jointly, represents and warrants to the Company, each of the Selling Shareholders and to the other Other Parties, in relation to the Offer, that Offer that: (a) it is an intermediary registered with SEBI and has a valid SEBI registration certificate for acting as a Member member of the Syndicate (“Registration Certificate”) and has not been debarred or prohibited from acting as an intermediary by SEBI); and in the event of withdrawal or cancellation of their Registration Certificate, such Member of the Syndicate shall promptly inform the fact of such withdrawal or cancellation to other Parties; and (b) this Agreement has been duly authorized, executed and delivered by it, and is a valid and legally binding obligation of such Member member of the Syndicate; and (c) it has not been debarred or prohibited (including ad interim prohibition) from acting as an intermediary by SEBI or any other regulatory authority and in the event of withdrawal or cancellation of their Registration Certificate, such member of the Syndicate in accordance with shall as soon as reasonably practicable inform the terms fact of this Agreementsuch withdrawal or cancellation to other Parties.
3.2 3.3 Subject to Clauses 3.3, 3.4 and Section 3.5 below, each of the Members members of the Syndicate shall have the following responsibilities and obligations in relation to the Offer, and each Member member of the Syndicate hereby severally (severally, and not jointly, or jointly and severally) represents, warrants, agrees, covenants and undertakes to the Company, the Selling Shareholders and other Members members of the Syndicate on behalf of itself, and to the extent relevant, its respective Sub-Syndicate Members that:
(i) it, or the respective Sub-Syndicate Member Members appointed by it, shall be responsible for collection of Bids (including Bids using the UPI Mechanism) from the Syndicate ASBA Bidders bidding through any Member of and only the Syndicate or their respective Sub-Syndicate Members (other than Bids directly submitted to the SCSBs or Bids collected by Registered Brokers at the Broker Centres, CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations or the Bids submitted by BRLM shall be responsible for instructing the Anchor Investors to deposit Bid Amount in the BRLMs), only at the Specified Locations, as applicableEscrow Account, in the manner specified in this Agreement, the SEBI ICDR RegulationsRegulations and any other Applicable Law, the Offer DocumentsRed ▇▇▇▇▇▇▇ Prospectus, the Prospectus, the Preliminary Offering Memorandum, the Offering Memorandum, the terms of the Bid cum Application Form, other Applicable Laws UPI Circulars, the Allotment Advice and instructions issued jointly by the BRLMs BRLM and the Registrar to the OfferRegistrar, as applicable. Provided however that in the event of any failure of Bids on account of any non-bidding, error, fraud or malpractice malpractices by the relevant SCSB with whom such Syndicate ASBA Bid was submitted, deposited or forwarded submitted for bidding and blocking by the Members of the SyndicateSCSB, the Member member of the Syndicate shall not be liable and the relevant SCSB shall be responsible for the sameliable;
(ii) it shall follow all instructions issued by the BRLMs and the Registrar to the Offer, in accordance with Applicable Law and this Agreement, in dealing with the Bid cum Application Forms including with respect to (a) the Bids submitted by QIBs (including Anchor Investors which shall be in accordance with Clause 3.5 below) and (b) the Bids submitted through their respective Sub-Syndicate Members, as applicable, at Specified Locations;
(iii) all Bids (other than Bids by UPI Bidders) shall be submitted to an SCSB for uploading and blocking of the funds and uploading on the electronic bidding platform of the Stock Exchanges;.
(iviii) any Bids submitted by the Syndicate/ their respective Sub-Syndicate Members to an SCSB shall be made on a special Bid cum Application Form and the heading/ watermark “Syndicate ASBA” must be used by the Syndicate/ Sub-Syndicate Member along with the SM Code and Broker Code mentioned on such special Bid cum Application Form to be eligible for brokerage on Allotment. However, any such special Bid cum Application Forms used for Bids by UPI Bidders shall not be eligible for brokerage;
(iv) it will not accept Bid cum Application Forms from Bidders using UPI as a payment mechanism if they are not in accordance with the UPI Circulars;
(v) it shall follow and ensure compliance with Circular No. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, Exchange Circulars under which (a) ASBA Forms shall be processed only after the application monies are blocked in the Bidder’s bank accounts; and (b) Stock Exchanges shall accept the ASBA Forms in their electronic building platforms only with a mandatory confirmation on the application monies blocked. In accordance with the SEBI circular number SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, no bid made using UPI shall be considered as valid unless the mandate request for the blocking of funds has been accepted and Bid amounts corresponding to the Bid have been blocked in the respective account of the Bidder.
(vi) it agrees and acknowledges that the Bids by Anchor Investors shall be submitted at the select offices office of the BRLMs BRLM and shall not be collected by the Syndicate MembersMember;
(vivii) it shall procure follow all instructions issued by the BRLM and the Registrar in dealing with the Bid cum Application Forms from ASBA Bidders bidding through with respect to Bids submitted to any Member member of the Syndicate or their respective its Sub-Syndicate Members, as applicable, only at the Specified Locations;
(vii) it shall accept Bids from Bidders (other than Anchor Investors) only through ASBA process in terms of the SEBI Process Circulars. Bids through any other modes (other than Bids submitted by Anchor Investors) shall be treated as invalid and be rejected. If it accepts any Bids through modes other than ASBA process (other than Bids submitted by Anchor Investors), it shall be solely responsible for any consequences arising as a result of accepting such Bid and for resolving any investor grievances arising as a result thereof;
(viii) it shall not register/upload any Bid without first accepting the duly filled Bid cum Application Form in writing (including via facsimile), electronic means) from the Bidder, whether in India or abroadabroad and shall after uploading the Bid, affix stamp and give an acknowledgment, either by way of a counterfoil or specifying the application number to the Bidder, as proof of having accepted the Bid cum Application Form, in physical or electronic mode, respectively; it shall be responsible for the completion and accuracy of all details (including the correct UPI ID for Bids by UPI Bidders) to be entered into the electronic bidding system of the Stock Exchanges based on the filled in Bid cum Application Form received by it it, including the correct UPI ID of the UPI Bidders relevant Bidder (as applicable), and, subject to Clause Section 2.4, shall be responsible for any default, mistake or error in the Bid details uploaded by it or subsequent corrections including the UPI related details (as applicable) if such default, mistake or error are solely attributable to it and in resolving investor grievances arising from such errors, if such defaults, mistakes or errors are solely attributable to it; it shall ensure that the required documents are attached to the Bid cum Application Form prior to uploading any Bid including Bids by UPI BiddersBid, and it shall ensure that such Bids and UPI IDs (as applicable) are uploaded on the electronic bidding systems of the Stock Exchanges on a regular basis during the Bid/ Offer Period in compliance with the SEBI ICDR Regulations and SEBI Process CircularRegulations, and within such time as permitted by the Stock Exchanges and the SEBI ICDR Regulations; ;
(ix) it shall forward a schedule in the format prescribed under the UPI Circulars along with with, if applicable, the Bid cum Application Form (carrying its identification mark), Forms other than Bids by UPI Bidders under the UPI Mechanism, Mechnism to the branch of the respective SCSBs for bidding and blocking of funds, within such funds in accordance with the time as permitted by the Stock Exchanges and Applicable Law or within such other timeline as prescribed under the UPI CircularsLaw;
(ixx) it shall, after uploading the Bid, affix a stamp and shall give an acknowledgment, either by way of a counterfoil acknowledgment or specifying specify the application number to the Bidder as proof of having accepted the Bid cum Application Form in physical or electronic form, respectively, in accordance with Applicable Law. Further, it shall retain the physical Bid cum Application Forms submitted by UPI Bidders using UPI as a payment mechanism for a period of six months or such other period as may be prescribed, and shall thereafter forward such forms to the Company / Company/ Registrar; and shall maintain electronic records related to electronic Bid cum Application Forms submitted by such UPI Bidders for a minimum period of three years or such other period as may be prescribed under Applicable Law;
(xxi) as specified in the Red ▇▇▇▇▇▇▇ Prospectus, the Preliminary Offering Memorandum and the SEBI Regulations, the members of the Syndicate or any of their Sub-Syndicate Members shall enter the details of a Bidder, including UPI ID, in the electronic bidding system. Further, it will and its Sub-Syndicate Members shall enter each Bid option and UPI ID (if applicable) option into the electronic bidding system as a separate Bid within the timelines prescribed by SEBI and generate a transaction registration slip an Acknowledgement Slip for each price and demand option and give the same furnish such Acknowledgement Slip to the Bidder on Bidder, including upon request;
(xixii) it shall accept and upload Bids by ASBA Bidders only during the Bid/ Bid/Offer Period. In case of Anchor Investors, the BRLMs shall accept Bids only during the Anchor Investor Bid/ Offer Period as applicable and as specified in the Red ▇▇▇▇▇▇▇ Prospectus and in accordance with Prospectus. In case of Anchor Investors, the Applicable LawsBRLM shall accept Bids only during the Anchor Investor Bid/Offer Period;
(xiixiii) the members of the Syndicate shall indicate any revision in Price Band or change in Bid/Offer Period on the relevant website and the terminals of the members of the Syndicate, pursuant to any public notice that may be released by the Company in this regard;
(xiv) at the end of each day during of the Bid/ Bid/Offer Period, the demand for the Equity Shares (excluding the allocation made to the Anchor Investors during on the Anchor Investor Bid/ Offer PeriodBidding Date) and the Bid bid prices shall be displayed shown graphically on an online graphical display at its Bidding terminals, terminals for information to of the public;
(xiiixv) it agrees that Anchor Investors shall upload/submit their Bids only through the BRLMs or their AffiliatesBRLM. No other Member member of the Syndicate shall solicit orders or collect Bids from any Anchor Investors. It Further, it agrees that the Members members of the Syndicate (only in the Specified Locations) have the right to accept or reject Bids by QIBs (other than Anchor Investors). Further, Bids from QIBs can also be rejected, rejected by the Company and Selling Shareholders, in consultation with the BRLMsBRLM, in accordance with the Preliminary Offering Memorandum and the Offering Memorandum, including on technical grounds (as set out in the General Information Document) or such grounds as described in the Offer Documents, in compliance with Applicable Law. Bids from Non-Institutional Bidders, Retail Individual Bidders and UPI Bidders can be rejected on technical grounds only as described in the Offer Documents, in compliance with Applicable Law. It shall not accept any Bids (other than from Anchor Investors and Bids using the UPI mechanism)that Investors) that are not made through the ASBA process and shall be treated as invalid and liable to be rejectedprocess. UPI Bidders using the UPI Mechanism, Mechanism may also submit their ASBA Forms with the Registered Brokers, RTA RTAs or Depository ParticipantsCDPs;
(xivxvi) no Member member of the Syndicate shall accept any Bids from any Overseas Corporate Body;
(xvxvii) it shall procure ASBA Forms from Syndicate ASBA Bidders only at the Specified Locations;
(xvixviii) it shall ensure the availability of adequate infrastructure and other facilities for Biddingdata entry of the Bids in a timely manner, and including that at least one of the members of the Syndicate shall be present at the Specified Locations so that there is least one electronically linked computer terminal, terminal being available for the purpose of Bidding and for data entry of the Bids in a timely manner at all the Specified Locationsmanner;
(xviixix) except in relation to the Bids received from Anchor Investors, Bids and any revisions in Bids will be accepted only between 10.00 10:00 a.m. IST and 5.00 5:00 p.m. (Indian Standard Time) IST during the Bid/ Bid/Offer Period (except on the Bid/Offer Closing Date) at the Specified Locations (except on Bid/ Offer Closing Date, which for QIBs may be one Working Day prior to the Bid/ Offer Closing Date for other categories of Bidders)Locations. On the Bid/ Bid/Offer Closing Date, Bids and any revisions in Bids will only be accepted between 10.00 10:00 a.m. (Indian Standard Time) IST and 3.00 3:00 p.m. (Indian Standard Time). On the Bid/ Offer Closing Date Bids shall be IST and uploaded until (i) 4.00 4:00 p.m. (Indian Standard Time) IST in case of Bids by QIBs and Non-Institutional InvestorsBidders; and (ii) until 5.00 5:00 p.m. (Indian Standard Time) IST or such extended time as permitted by the Stock Exchanges, in case of Bids by Retail Individual Bidders after taking into account the total number of applications received up to the closure of timings and reported by the BRLMs to the Stock ExchangesBidders. Bids will be accepted only on Working Days. The Company, in consultation with the Book Running Lead Managers may consider closing the Bid / Offer Period for QIBs one day prior to the Bid / Offer Closing Date in accordance with the SEBI ICDR Regulations. Any revision in the uploading time instructed by the Stock Exchanges shall be communicated to the Sub-Syndicate Members who in turn shall communicate such revision to their agents. It is clarified that Bids not uploaded on the electronic bidding system would be considered rejected. Bids by ASBA Bidders shall be uploaded in the electronic system to be provided by the Stock Exchanges by for the Designated Intermediaries Intermediaries; in case of any discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical or electronic ASBA Form, for a particular Bidder, the details of the Bid file received from Stock Exchanges may be taken as final data for the purposes of Allotment. The Company and the Selling Shareholders may, in consultation with the BRLM, consider closing the Bid / Offer Period for QIBs one day prior to the Bid / Offer Closing Date in accordance with the SEBI ICDR Regulations;
(xviiixx) it acknowledges that RIBs can revise their Bids during the Bid/Offer Period by submitting revised Bids for which separate UPI Mandate Requests will be generated. The members of the Syndicate shall, no later than 5:00 p.m. IST on the Bid/Offer Closing Date or any other period as permitted under Applicable Law and agreed by the BRLM in consultation with the Registrar, carry out the necessary modifications of the Bids already uploaded in accordance with Applicable Law. Subsequently, the Stock Exchanges will share the revised Bid details along with the UPI ID of the UPI Bidders to the Sponsor Banks and the Sponsor Banks shall ensure that revoke the earlier UPI Mandate Request and initiate a new UPI Mandate Request for the revised Bid;
(xxi) its Sub-Syndicate Members shall, as applicable and in accordance with the UPI Circulars, enter the following details of an ASBA Bidder who submits an ASBA Bid at the Specified Locations in the electronic bidding system: (a) symbol; (b) intermediary code; (c) intermediary name; (d) location code; (e) name of the bidder; (f) name of the bank; (g) bank code; (h) category – individual, corporate, QIB, eligible NRI, etc.; (i) PAN (of the sole/first Bidder); (j) number of Equity Shares Bid for; (k) price per Equity Share; (l) Bid cum Application Form number; (m) DP ID and Client ID; (n) quantity; (o) amount; (p) order number; (q) depository of the beneficiary account of the Bidder; and (r) UPI ID. For Anchor Investors, the BRLMs shall enter details of the respective Anchor Investor Bid Amount as well as the payment reference;
(xix) it and its Sub-Syndicate Members, if any, shall undertake necessary modifications of select fields in the Bid details, already uploaded by it during the Bid/Offer Period, in compliance with Applicable Law, including the UPI Circulars and the Exchange Circulars;
(xx) it shall provide the identification numbers (terminal IDs) of all Specified Locations and those of its Sub-Syndicate Members, if any, to the Registrar to the Offer together with such other information that may be necessary to enable the Registrar to the Offer to keep a record of the bidding at each such bidding center at the end of each day during the Bid/ Offer Period;
(xxi) it shall register and upload the Bids received by it and its Sub-Syndicate Members, onto the electronic bidding system as soon as practicable on the same Working Day on which the Bids are received (subject to the Stock Exchanges permitting such upload on the same Working Day). The BRLMs will instruct the Anchor Investors to deposit their Bid Amounts into the Escrow Accounts of the Company maintained with the designated Escrow Collection Banks for Anchor Investors, on the same day on which the Bid was received or any other period as agreed with the BRLMs in consultation with the Registrar to the Offer within the time period prescribed under the SEBI ICDR Regulations and other Applicable Law, and for the remaining Bid Amount (in cases where the Anchor Investor Allocation Price is lower than the Offer Price), on or prior to the Anchor Investor Pay-in Date; and it acknowledges that if the relevant Bid Amounts are not deposited within the time period stipulated herein, then such Bids are liable to be rejected;
(xxii) the Members of the Syndicate or any of their Sub-Syndicate Members shall enter details of a Bidder in the electronic bidding system as specified in the Red ▇▇▇▇▇▇▇ Prospectus, the Preliminary Offering Memorandum, the SEBI ICDR Regulations and any circular issued by the SEBI from time to time;
(xxiii) it shall ensure that all records of the Bids including the ASBA Forms (submitted by the Syndicate ASBA Bidders), together with supporting documents, are maintained and forwarded to the SCSBs, except in relation to Bids from UPI Bidders, within the time periods specified by the Stock Exchanges or the SEBI ICDR Regulations, the SEBI Process Circulars or UPI Circulars;
(xxiv) except for UPI Bidders, it shall ensure that it has affixed its stamp on each Bid cum Application Form forwarded by it to SCSBs or Escrow Collection Banks or the Registrar, as applicable, under “Broker’s/ SCSB Branch’s Stamp / RTA /CDP” (as applicable) as an acknowledgement of upload of the Bid in the electronic bidding system of the Stock Exchanges; Bid cum Application Forms (except electronic Bid cum Application Forms) that do not bear such stamp are liable to be rejected. It is however clarified that Bids by Anchor Investors do not get uploaded on electronic bidding system of the Stock Exchanges on the Anchor Investor Bidding Date;
(xxv) in relation to the Bids procured from Anchor Investors, the BRLMs shall be responsible for providing a schedule (including application number, payment instrument number/ RTGS / NEFT/ UTR control number and Bid Amount paid by Anchor Investors) to the Escrow Collection Bank during the Anchor Investor Bid/ Offer Period or any other period as agreed among the BRLMs in consultation with the Registrar to the Offer;
(xxvi) it shall provide the Registrar to the Offer with a daily record, with a separate section for each of its bidding centers and those of its Sub-Syndicate Members, details relating to the Bid cum Application Forms received from the Bidders, details regarding registration of the Bids and Bid Amounts (other than Bids collected by SCSBs, CDPs, RTAs and Registered Brokers). This record (except Bids by Anchor Investors, and Bids by UPI Bidders using the UPI mechanism) shall be made available to the Registrar no later than 5 p.m. IST on any given day, or any such time permissible under Applicable Law, as agreed w
Appears in 1 contract
Sources: Syndicate Agreement
RESPONSIBILITIES OF THE MEMBERS OF THE SYNDICATE. 3.1 The Parties acknowledge that pursuant to the SEBI ICDR Regulations and SEBI Process Circulars and UPI Circulars, all ASBA Bidders (other than Anchor Investors) are required to mandatorily submit their Bids and participate in the Offer through the ASBA process and all Syndicate ASBA Bidders that are UPI Bidders shall submit their Bids through the UPI Mechanism. Any UPI Bidder whose Bid has not been considered for Allotment, due to failures on the part of the SCSB may seek redressal from the concerned SCSB within three months of the listing date in accordance with SEBI Master Circular bearing reference number SEBI/HO/CFD/PoD-2/P/CIR/2023/00094 dated June 21, 2023. It is clarified that the Registrar shall be responsible for reconciliation of Bids and verifying the status of Bidders. The Sponsor Bank shall be responsible for the reconciliation of UPI Bids.
3.1 3.2 Each Member of the Syndicate hereby, severally and not jointly, represents and warrants to the Company, Company and each of the Selling Shareholders and to the other PartiesShareholders, in relation to the Offer, that Offer that: (a) it is an intermediary registered with SEBI and has a valid SEBI registration certificate for acting as a Member of the Syndicate (“Registration Certificate”) and has not been debarred or prohibited from acting as an intermediary by SEBISyndicate; and in the event of withdrawal or cancellation of their Registration Certificate, such Member of the Syndicate shall promptly inform the fact of such withdrawal or cancellation to other Parties; and (b) this Agreement has been duly authorized, executed and delivered by it, and is a valid and legally binding obligation of such Member of the Syndicate in accordance with the terms of this Agreementthe Agreement and Applicable Law, and (c) is not barred or prohibited (including any ad-interim prohibition) from acting as an intermediary by SEBI or any other regulatory authority; and in the event of withdrawal or cancellation of its registration, each Member of the Syndicate shall as soon as reasonably practicable inform the fact of such withdrawal or cancellation to all other Parties.
3.2 3.3 Subject to Clauses 3.3, 3.4 and 3.5 below, each of the Members of the Syndicate shall have the following responsibilities and obligations in relation to the Offer, Offer and each Member of the Syndicate hereby severally (and not jointly, or jointly and severally) represents, warrants, agrees, covenants and undertakes to the Company, the Selling Shareholders and other Members of the Syndicate on behalf of itself, and to the extent relevant, its respective Sub-Syndicate Members that:
(i) it, or the respective Sub-Syndicate Member appointed by it, shall be responsible for collection of Bids (including Bids using the UPI Mechanism) from the Syndicate ASBA Bidders bidding through any Member of the Syndicate or their respective Sub-Syndicate Members (other than Bids submitted by the ASBA Bidders directly submitted to the SCSBs an SCSB or Bids collected by Registered Brokers at or RTAs or CDPs) and only the Broker Centres, CDPs at BRLMs shall be responsible for the Designated CDP Locations and RTAs at the Designated RTA Locations or the collection of Bids submitted by the Anchor Investors to the BRLMs), only at the Specified Locations, as applicable, in the manner specified in this Agreement, the SEBI ICDR Regulations, UPI circulars, and any other Applicable Law, the Offer DocumentsRed ▇▇▇▇▇▇▇ Prospectus, the Prospectus, the Preliminary Offering Memorandum, the Offering Memorandum, the terms of the Bid cum Application FormForm and the Allotment Advice, other Applicable Laws as applicable, and instructions issued jointly by the BRLMs and the Registrar to the Offer. Provided that in the event of any failure of Bids on account of any non-bidding, error, fraud or malpractice by the relevant SCSB with whom such Syndicate ASBA Bid was submitted, deposited or forwarded by the Members of the Syndicate, the Member of the Syndicate shall not be liable and the relevant SCSB shall be responsible for the same;
(ii) it agrees and acknowledges that the Bids by Anchor Investors shall only be submitted at the select offices of the BRLMs and shall not be collected by the Syndicate Member;
(iii) it shall follow all instructions issued by the BRLMs and the Registrar to the Offer, in accordance with Applicable Law and this Agreement, in dealing with the Bid cum Application Forms including with respect to (a) the Bids submitted by QIBs (including Anchor Investors which shall be in accordance with Clause 3.5 below) to any member of the Syndicate and (b) the Bids submitted through their respective Sub-Syndicate Members, as applicable, only at the Specified Locations;
(iiiiv) all Bids (other than Bids by UPI Bidders) shall be submitted to an SCSB for uploading and blocking of the funds and uploading on the electronic bidding platform of the Stock Exchanges;
(ivv) any Bids submitted by the Syndicate/ their respective Sub-Syndicate Members to an SCSB shall be made on a special Bid cum Application Form and the heading/ watermark “Syndicate ASBA” must be used by the Syndicate/ their respective Sub-Syndicate Member along with the SM Code and Broker Code broker code mentioned on such special Bid cum Application Form to be eligible for brokerage on Allotment. However, any such special Bid cum Application Forms used for Bids by UPI Bidders shall not be eligible for brokerage;
(vvi) it agrees and acknowledges that In accordance with the Bids by Anchor Investors SEBI circular number SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, no bid made using UPI shall be submitted at considered as valid unless the select offices mandate request for the blocking of funds has been accepted and Bid amounts corresponding to the Bid have been blocked in the respective account of the BRLMs and shall not be collected by the Syndicate Members;
(vi) it shall procure Bid cum Application Forms from ASBA Bidders bidding through any Member of the Syndicate or their respective Sub-Syndicate Members, as applicable, only at the Specified LocationsBidder;
(vii) it shall accept Bids from Syndicate ASBA Bidders (other than Anchor Investors) only through ASBA process mechanism in terms of the SEBI Process CircularsCirculars and UPI Circulars only at the Specified Locations. Bids through any other modes by any Bidder (other than Bids submitted except by Anchor Investors) shall be treated as invalid and be rejected. If rejected and it accepts any Bids through modes other than will not accept Bid cum Application Forms from UPI Bidders who do not use UPI as a payment mechanism in accordance with the UPI Mechanism;
(viii) it will not accept Bid cum Application Forms from the UPI Bidders under the UPI Mechanism if the UPI ID is not stated in the ASBA process Form and / or if it is not in accordance with UPI Circulars;
(other than Bids submitted by Anchor Investors), ix) it shall be solely responsible for uploading the correct UPI ID based on the ASBA Form received into the electronic bidding system of the Stock Exchanges for the UPI Bidders and it shall be responsible for any consequences arising as a result of accepting such Bid default, mistake or error in the UPI details uploaded by it and for resolving any investor grievances arising as a result thereofof such errors in the data entry, if such error is directly attributable to it;
(viiix) it shall not register/upload any Bid without first accepting the duly filled Bid cum Application Form in writing (including via facsimile), from the Bidder, whether in India or abroad; it shall be responsible for the completion and accuracy of all details (including the correct UPI ID for Bids by UPI Bidders) to be entered into the electronic bidding system of the Stock Exchanges based on the filled filled-in Bid cum Application Form received by it including the correct UPI ID of the UPI Bidders and, subject to Clause 2.4, and shall be responsible for any default, mistake or error in the Bid details uploaded by it or subsequent corrections including the UPI related details (as applicable) if such default, mistake or error are solely attributable to it and in for resolving any investor grievances arising from as a result of such errorsdefaults, mistakes or errors in the data entry, if such errors are error is solely attributable to it; ;
(xi) it shall ensure that not register/upload any Bid, without first accepting the required documents are attached to the duly filled Bid cum Application Form prior to uploading any Bid in writing (including Bids by UPI Biddersvia electronic means), from the Bidder, whether in India or abroad, and it shall ensure that such Bids are uploaded on the electronic bidding systems of the Stock Exchanges on a regular basis during the Bid/ Offer Period in compliance with the SEBI ICDR Regulations and SEBI Process Circular, and within such time as permitted by the Stock Exchanges and the SEBI ICDR Regulations; it shall forward a schedule in the format prescribed under the UPI Circulars along with the Bid cum Application Form (carrying its identification mark), other than Bids by UPI Bidders under the UPI Mechanism, to the branch of the respective SCSBs for blocking of funds, within such time as permitted by the Stock Exchanges and Applicable Law or within such other timeline as prescribed under the UPI Circulars;
(ix) it shall, after uploading the Bid, affix a stamp and give an acknowledgment, either by way of a counterfoil or specifying the application number to the Bidder Bidder, as proof of having accepted the Bid cum Application Form (except from UPI Bidders), in physical or electronic formmode, respectively, in accordance with Applicable Law. Further, it shall retain the physical Bid cum Application Forms submitted by UPI Bidders using UPI as a payment mechanism for a period of six months or such other period as may be prescribed, and shall thereafter forward such forms to the Company / Registrar; and shall maintain electronic records related to electronic Bid cum Application Forms submitted by such UPI Bidders for a minimum period of three years or such other period as may be prescribed under Applicable Law;
(x) it will enter each Bid and UPI ID (if applicable) option into the electronic bidding system as a separate Bid within the timelines prescribed by SEBI and generate a transaction registration slip for each price and demand option and give the same to the Bidder on request;
(xi) it shall accept and upload Bids by ASBA Bidders only during the Bid/ Offer Period. In case of Anchor Investors, the BRLMs shall accept Bids only during the Anchor Investor Bid/ Offer Period as applicable and as specified in the Red ▇▇▇▇▇▇▇ Prospectus and in accordance with the Applicable Laws;
(xii) at the end of each day during the Bid/ Offer Period, the demand for the Equity Shares (excluding the allocation made to the Anchor Investors during the Anchor Investor Bid/ Offer Period) and the Bid prices shall be displayed on an online graphical display at its Bidding terminals, for information to the public;
(xiii) it agrees that Anchor Investors shall upload/submit their Bids only through the BRLMs or their Affiliates. No other Member of the Syndicate shall solicit orders or collect Bids from any Anchor Investors. It agrees that the Members of the Syndicate (only in the Specified Locations) have the right to accept or reject Bids by QIBs (other than Anchor Investors). Further, Bids from QIBs can also be rejected, by the Company in consultation with the BRLMs, on technical grounds or such grounds as described in the Offer Documents, in compliance with Applicable Law. Bids from Non-Institutional Bidders, Retail Individual Bidders and UPI Bidders can be rejected on technical grounds only as described in the Offer Documents, in compliance with Applicable Law. It shall not accept any Bids (other than from Anchor Investors and Bids using the UPI mechanism)that are not made through the ASBA process and shall be treated as invalid and liable to be rejected. UPI Bidders using UPI Mechanism, may also submit their ASBA Forms with the Registered Brokers, RTA or Depository Participants;
(xiv) no Member of the Syndicate shall accept any Bids from any Overseas Corporate Body;
(xv) it shall procure ASBA Forms from Syndicate ASBA Bidders only at the Specified Locations;
(xvi) it shall ensure availability of adequate infrastructure and other facilities for Bidding, and that at least one of the members of the Syndicate shall be present at the Specified Locations so that there is least one electronically linked computer terminal, for the purpose of Bidding and for data entry of the Bids in a timely manner at all the Specified Locations;
(xvii) except in relation to the Bids received from Anchor Investors, Bids and any revisions in Bids will be accepted only between 10.00 a.m. and 5.00 p.m. (Indian Standard Time) during the Bid/ Offer Period at the Specified Locations (except on Bid/ Offer Closing Date, which for QIBs may be one Working Day prior to the Bid/ Offer Closing Date for other categories of Bidders). On the Bid/ Offer Closing Date, Bids and any revisions in Bids will only be accepted between 10.00 a.m. (Indian Standard Time) and 3.00 p.m. (Indian Standard Time). On the Bid/ Offer Closing Date Bids shall be uploaded until (i) 4.00 p.m. (Indian Standard Time) in case of Bids by QIBs and Non-Institutional Investors; and (ii) until 5.00 p.m. (Indian Standard Time) or such extended time as permitted by the Stock Exchanges, in case of Bids by Retail Individual Bidders after taking into account the total number of applications received up to the closure of timings and reported by the BRLMs to the Stock Exchanges. Bids will be accepted only on Working Days. The Company, in consultation with the Book Running Lead Managers may consider closing the Bid / Offer Period for QIBs one day prior to the Bid / Offer Closing Date in accordance with the SEBI ICDR Regulations. Any revision in the uploading time instructed by the Stock Exchanges shall be communicated to the Sub-Syndicate Members who in turn shall communicate such revision to their agents. It is clarified that Bids not uploaded on the electronic bidding system would be considered rejected. Bids by ASBA Bidders shall be uploaded in the electronic system to be provided by the Stock Exchanges by Designated Intermediaries in case of any discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical or electronic ASBA Form, for a particular Bidder, the details of the Bid file received from Stock Exchanges may be taken as final data for the purposes of Allotment;
(xviii) it shall ensure that its Sub-Syndicate Members shall, as applicable and in accordance with the UPI Circulars, enter the following details of an ASBA Bidder who submits an ASBA Bid at the Specified Locations in the electronic bidding system: (a) symbol; (b) intermediary code; (c) intermediary name; (d) location code; (e) name of the bidder; (f) name of the bank; (g) bank code; (h) category – individual, corporate, QIB, eligible NRI, etc.; (i) PAN (of the sole/first Bidder); (j) number of Equity Shares Bid for; (k) price per Equity Share; (l) Bid cum Application Form number; (m) DP ID and Client ID; (n) quantity; (o) amount; (p) order number; (q) depository of the beneficiary account of the Bidder; and (r) UPI ID. For Anchor Investors, the BRLMs shall enter details of the respective Anchor Investor Bid Amount as well as the payment reference;
(xix) it and its Sub-Syndicate Members, if any, shall undertake necessary modifications of select fields in the Bid details, already uploaded by it during the Bid/Offer Period, in compliance with Applicable Law, including the UPI Circulars and the Exchange Circulars;
(xx) it shall provide the identification numbers (terminal IDs) of all Specified Locations and those of its Sub-Syndicate Members, if any, to the Registrar to the Offer together with such other information that may be necessary to enable the Registrar to the Offer to keep a record of the bidding at each such bidding center at the end of each day during the Bid/ Offer Period;
(xxi) it shall register and upload the Bids received by it and its Sub-Syndicate Members, onto the electronic bidding system as soon as practicable on the same Working Day on which the Bids are received (subject to the Stock Exchanges permitting such upload on the same Working Day). The BRLMs will instruct the Anchor Investors to deposit their Bid Amounts into the Escrow Accounts of the Company maintained with the designated Escrow Collection Banks for Anchor Investors, on the same day on which the Bid was received or any other period as agreed with the BRLMs in consultation with the Registrar to the Offer within the time period prescribed under the SEBI ICDR Regulations and other Applicable Law, and for the remaining Bid Amount (in cases where the Anchor Investor Allocation Price is lower than the Offer Price), on or prior to the Anchor Investor Pay-in Date; and it acknowledges that if the relevant Bid Amounts are not deposited within the time period stipulated herein, then such Bids are liable to be rejected;
(xxii) the Members of the Syndicate or any of their Sub-Syndicate Members shall enter details of a Bidder in the electronic bidding system as specified in the Red ▇▇▇▇▇▇▇ Prospectus, the Preliminary Offering Memorandum, the SEBI ICDR Regulations and any circular issued by the SEBI from time to time;
(xxiii) it shall ensure that all records of the Bids including the ASBA Forms (submitted by the Syndicate ASBA Bidders), together with supporting documents, are maintained and forwarded to the SCSBs, except in relation to Bids from UPI Bidders, within the time periods specified by the Stock Exchanges or the SEBI ICDR Regulations, the SEBI Process Circulars or UPI Circulars;
(xxiv) except for UPI Bidders, it shall ensure that it has affixed its stamp on the main body of each Bid cum Application Form (except electronic Bid cum Application Forms) forwarded by it to the SCSBs or Escrow Collection Banks or the Registrar, as applicable, under “Broker’s/ Broker’s/SCSB Branch’s Stamp / RTA /CDPStamp” (as applicable) as an acknowledgement of upload of the Bid in the electronic bidding system of the Stock Exchanges; . Bid cum Application Forms (except electronic Bid cum Application Forms) that do not bear such stamp stamps are liable to be rejected. It is however clarified that Bids by Anchor Investors do not get uploaded on electronic bidding system of the Stock Exchanges on the Anchor Investor Bidding Date;
(xii) it shall ensure that the required documents are attached to the Bid cum Application Form and shall ensure the completion and accuracy of the required documents prior to uploading/submitting any Bid and shall ensure that the Bids are uploaded on the electronic bidding systems of the Stock Exchanges on a regular basis during the Bid/Offer Period in compliance with the Applicable Law, including regulations of SEBI and the SEBI Process Circulars, and within such time as permitted by the Stock Exchanges and the SEBI ICDR Regulations and the SEBI Process Circulars, provided that the Syndicate shall not be responsible for any delay/ failure in uploading the Bids, due to faults in any software or hardware or network connectivity problems of the Stock Exchanges or any force majeure event;
(xiii) it shall ensure that the Bid cum Application Forms (without UPI as a payment option) submitted to it by the Syndicate ASBA Bidders, along with the supporting documents, are forwarded to the SCSBs for further action, within the timelines prescribed by the Stock Exchanges and SEBI;
(xiv) at the end of each day during the Bid/Offer Period, the demand for the Equity Shares (excluding the allocation made to the Anchor Investors on the Anchor Investor Bid/Offer Period) and the Bid prices shall be displayed on an online graphical display at its Bidding terminals, for information to the public;
(xv) in case of Bid Cum Application Form under the ASBA process, it shall forward on a day to day basis the application forms received by them during the Bid/Offer Period to designated branches of the SCSBs for blocking of funds, along with the schedules specified in the SEBI Process Circulars;
(xvi) it shall forward a schedule in the format prescribed under the UPI Circulars (containing certain information, including the application number and the amount) along with the Bid cum Application Form (carrying its identification mark irrespective of the terminal from which the Bid has been uploaded) to the branch of the respective SCSBs for blocking of funds of the relevant Syndicate ASBA Bidders within such time permitted by the Stock Exchanges and under Applicable Law;
(xvii) it will enter each Bid option and UPI ID (if applicable) into the electronic bidding system as a separate Bid within such time as may be prescribed by the SEBI and generate a transaction registration slip/acknowledgement slip for each price and demand option and give the same to the Bidder on request;
(xviii) it shall accept and upload Bids from ASBA Bidders only during the Bid/Offer Period as applicable and as specified in the Red ▇▇▇▇▇▇▇ Prospectus and in accordance with the Applicable Laws. In case of Anchor Investors, the BRLMs shall accept Bid cum Application Forms only during the Anchor Investor Bidding Date as applicable and as specified in the Red ▇▇▇▇▇▇▇ Prospectus and in accordance with the Applicable Law;
(xix) at the end of each day during the Bid/Offer Period, the demand for the Equity Shares (excluding allocation made to the Anchor Investors during the Anchor Investor Bidding Date) shall be shown graphically on its Bidding terminals for information to the public;
(xx) only the BRLMs or their respective Affiliates shall solicit orders or collect Bids from any Anchor Investors. In case of QIBs (other than Anchor Investors), only the SCSBs and the Members of the Syndicate (only in the Specified Locations) shall have the right to accept the Bid or reject it. However, such rejection shall be made at the time of receiving the Bid and only after assigning a reason for such rejection in writing. Further, Bids from QIBs can also be rejected on technical grounds or such grounds as described in the Offer Documents, in compliance with Applicable Law. Bids from Non-Institutional Bidders and Retail Individual Bidders and Eligible Employees can be rejected on technical grounds only as described in the Offer Documents, in compliance with Applicable Law. Bids by Bidders (other than Anchor Investors), other than through ASBA process shall be treated as invalid and liable to be rejected. UPI Bidders may submit their ASBA Forms with the Registered Brokers, RTAs, CDPs or Syndicate (or Sub- Syndicate Members);
(xxi) it shall not accept any Bids from any Overseas Corporate Body;
(xxii) it shall ensure availability of adequate infrastructure and other facilities for Bidding and that at least one of the members of the Syndicate shall be present at the Specified Locations so that at least 1 (one) electronically linked computer terminal at each of the Specified Locations is available for the purpose of Bidding and for data entry of the Bids in a timely manner;
(xxiii) it and its Sub-Syndicate Member shall undertake necessary modifications of select fields in the Bid details including UPI ID (as applicable) already uploaded by it in terms of the SEBI Process Circulars, up to the permissible time on the Working Day following the Bid/Offer Closing Date in terms of the UPI Circulars and Applicable Law. It shall also be responsible for providing necessary guidance to UPI Bidders for using the UPI Mechanism;
(xxiv) any revisions to the Price Band and the Bid/Offer Period, as applicable, shall be advertised in accordance with the SEBI ICDR Regulations;
(xxv) it shall register and upload all Bids, including relevant details in relation thereto, received by it and its Sub-Syndicate Member on the same Working Day on which the Bids are received (subject to the Stock Exchanges permitting such upload on the same Working Day), and where the same is not possible to register and upload the Bid on the next Working Day and before the Bid/Offer Closing Date;
(xxvi) it shall provide the Registrar with a daily record, with a separate section for each of its Specified Locations and those of its Sub-Syndicate Members details relating to the ASBA Forms received from the ASBA Bidders, the details regarding registration of the Bids and the Bid cum Application Forms submitted directly with SCSBs at Designated Branches;
(xxvii) in relation to the Bids procured from Anchor Investors, the BRLMs shall be responsible for providing a schedule (including the application number, payment instrument number/ RTGS / NEFT/ UTR control number and Bid Amount paid by Anchor Investors) to the Escrow Collection Bank during the Anchor Investor Bid/ Offer Period Bidding Date, or any other period as agreed among the BRLMs in consultation with the Registrar to the OfferRegistrar;
(xxvixxviii) In respect of bids submitted by UPI Bidders along with UPI ID, it shall provide be responsible for collection of the Registrar to the Offer with a daily record, with a separate section for each of its bidding centers Bid cum Application Forms and those of its Sub-Syndicate Members, details relating other documents attached to the Bid cum Application Forms received from the Bidders, details regarding registration UPI Bidders bidding through any member of the Syndicate or their respective Sub-Syndicate Member, as applicable, at the Specified Locations and deposit thereof with the Registrar, after uploading the Bids including the UPI ID onto the electronic bidding system;
(xxix) it acknowledges and confirms that if an Anchor Investor fails to pay the difference between the Anchor Investor Offer Price and the Anchor Investor Allocation Price, in case such Anchor Investor Allocation Price was below the Anchor Investor Offer Price, by the Anchor Investor Pay-in Date, the Allocation to such Anchor Investor shall stand cancelled, and any reduction in the Anchor Investor Portion arising out of such cancellation shall be added back to the QIB Portion (excluding the Anchor Investor Portion);
(xxx) it shall ensure that, before accepting Bid Amounts cum Application Forms submitted by the ASBA Bidders at the Specified Locations, the SCSB where the ASBA Account, as specified in such Bid cum Application Form, is maintained, has named at least one branch at that location for the Members of the Syndicate to deposit such Bid cum Application Forms (a list of such branches is available on the website of SEBI at ▇▇▇.▇▇▇▇.▇▇▇.▇▇/▇▇▇▇▇▇▇/▇▇▇▇▇/▇▇▇▇▇▇▇▇▇▇▇.▇▇?doRecognised=yes);
(xxxi) it shall collect the Bid cum Application Forms submitted by the ASBA Bidders (including any relevant attachments in relation thereto) and submit such forms (other than Bids collected by SCSBs, CDPs, RTAs and Registered Brokers). This record (except Bids by Anchor Investors, and Bids Bid cum Application Forms submitted by UPI Bidders using Bidders) at a branch of the UPI mechanism) shall be made available SCSB which is eligible to accept such forms within the Registrar no later than 5 p.m. IST on any given day, or any such time permissible timeline specified under Applicable Law, and which has been validly registered on the electronic bidding system of the Stock Exchanges. In cases where there is an apparent data entry error by any Member of the Syndicate or Sub-Syndicate Member in entering the application number and the other details remain unchanged, such application may be considered valid;
(xxxii) except in relation to the Bids received from Anchor Investors, Bids and any revision in Bids will be accepted only between 10.00 a.m. and 5.00 p.m. (Indian Standard Time) during the Bid/ Offer Period at the Bidding centres, except that on the Bid/ Offer Closing Date (which for QIBs may be one Working Day prior to the Bid/Offer Closing Date for other categories of Bidders). Subject to Applicable Law, on the Bid/Offer Closing Date, Bids and any revisions in Bids will be accepted only between 10.00 a.m. and 3.00 p.m. (Indian Standard Time) and uploaded until (i) 4.00 p.m. (Indian Standard Time) in case of Bids by QIBs and Non-Institutional Bidders; and (ii) 5.00 p.m. (Indian Standard Time) or such extended time as agreed wpermitted by the Stock Exchanges, in case of Bids by Retail Individual Bidders and Eligible Employees bidding in the Employee Reservation Portion, after taking into account the
Appears in 1 contract
Sources: Syndicate Agreement
RESPONSIBILITIES OF THE MEMBERS OF THE SYNDICATE.
3.1 Each Member of The Parties acknowledge that pursuant to SEBI ICDR Regulations and the Syndicate herebyUPI Circulars, severally all ASBA Bidders are required to mandatorily submit their Bids and not jointly, represents and warrants to the Company, each of the Selling Shareholders and to the other Parties, in relation to the Offer, that (a) it is an intermediary registered with SEBI and has a valid SEBI registration certificate for acting as a Member of the Syndicate (“Registration Certificate”) and has not been debarred or prohibited from acting as an intermediary by SEBI; and participate in the event of withdrawal or cancellation of their Registration Certificate, such Member of Offer through the ASBA process and all Syndicate shall promptly inform ASBA Bidders that are UPI Bidders are required to mandatorily Bid through the fact of such withdrawal or cancellation to other Parties; and (b) this Agreement has been duly authorized, executed and delivered by it, and is a valid and legally binding obligation of such Member of the Syndicate in accordance with the terms of this AgreementUPI Mechanism.
3.2 Subject to Clauses 3.3, 3.4 and Clause 3.5 below, each of the Members members of the Syndicate shall have the following responsibilities and obligations in relation to the Offer, and each Member member of the Syndicate hereby severally (and not jointly, or jointly and severally) represents, warrants, agrees, covenants and undertakes to the Company, the Selling Shareholders and other Members members of the Syndicate Syndicate, on behalf of itself, and to the extent relevant, its respective Sub-Sub- Syndicate Members thatMembers:
(i) it, or the respective Sub-Syndicate Member Members appointed by it, shall be responsible for collection of Bids (including Bids using the UPI Mechanism) from the Syndicate ASBA Bidders bidding through any Member of the Syndicate or their respective Sub-Syndicate Members (other than Bids directly submitted to the SCSBs or Bids collected by Registered Brokers at the Broker Centres, CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations or the Bids submitted by the Anchor Investors to the BRLMs), only at ) and the Specified Locations, as applicable, Book Running Lead Managers shall be responsible for instructing the Anchor Investors to deposit Bid Amount in the Escrow Account in the manner specified in this Agreement, the SEBI ICDR RegulationsRegulations and any other Applicable Law, the Offer DocumentsRed ▇▇▇▇▇▇▇ Prospectus, the terms of Prospectus, the Preliminary Offering Memorandum, the Final Offering Memorandum, Bid cum Application Form, other Applicable Laws and instructions issued jointly by the BRLMs Form and the Registrar to the OfferAllotment Advice as applicable. Provided that in the event of any failure of Bids on account of any non-bidding, error, fraud or malpractice by the relevant SCSB with whom such Syndicate ASBA Bid was submitted, deposited or forwarded by the Members of the SyndicateHowever, the Syndicate Member of or the Sub-Syndicate Member shall not be liable and for any error on account of the relevant SCSB shall be responsible for the sameSCSBs;
(ii) it agrees and acknowledges that the Bids by Anchor Investors shall follow all instructions issued be submitted at the select offices of the Book Running Lead Managers and shall not be collected by the BRLMs and the Registrar to the Offer, in accordance with Applicable Law and this Agreement, in dealing with the Bid cum Application Forms including with respect to (a) the Bids submitted by QIBs (including Anchor Investors which shall be in accordance with Clause 3.5 below) and (b) the Bids submitted through their respective Sub-Syndicate Members, as applicable, at Specified LocationsMember;
(iii) all Bids (other than Bids by UPI Bidders) shall be submitted to an SCSB for uploading and blocking of the funds and uploading on the electronic bidding platform of the Stock Exchanges;
(iv) any Bids submitted by the Syndicate/ their respective Sub-Syndicate Members to an SCSB shall be made on a special Bid cum Application Form and the heading/ watermark “Syndicate ASBA” must be used by the Syndicate/ Sub-Syndicate Member along with the SM Code and Broker Code mentioned on such special Bid cum Application Form to be eligible for brokerage on Allotment. However, any such special Bid cum Application Forms used for Bids by UPI Bidders shall not be eligible for brokerage;
(v) it agrees shall follow all instructions issued by the Book Running Lead Managers and acknowledges that the Registrar in dealing with the Bid cum Application Forms (including with respect to Bids by Anchor Investors shall be submitted at the select offices of the BRLMs and shall not be collected by the Syndicate ASBA Bidders) procured by it or its respective Sub-Syndicate Members, if any, at Specified Locations;
(vi) it shall procure Bid cum Application Forms from ASBA Bidders bidding through any Member of the Syndicate or their respective Sub-Syndicate Members, as applicable, only at the Specified Locations;
(vii) it shall accept Bids from Bidders (other than Anchor Investors) only through ASBA process in terms of the SEBI Process Circulars. Bids through any other modes (other than Bids submitted by Anchor Investors) shall be treated as invalid and be rejected. If it accepts any Bids through modes other than ASBA process (other than Bids submitted by Anchor Investors), it shall be solely responsible for any consequences arising as a result of accepting such Bid and for resolving any investor grievances arising as a result thereof;
(viii) it shall not register/register/ upload any Bid without first accepting the duly filled Bid cum Application Form in writing (including via facsimile), from the Bidder, whether in India or abroad; ;
(vii) it shall be responsible for the completion and accuracy of duly filled all details (including the correct UPI ID for Bids by UPI Bidders) to be entered into the electronic bidding system of the Stock Exchanges based on the filled in Bid cum Application Form received by it including the correct UPI ID of the UPI Bidders Bidder and, subject to Clause 2.42.3, shall be responsible for any default, mistake or error in the Bid details uploaded by it or subsequent corrections including the UPI related details (as applicable) if such default, mistake or error are solely attributable to it and in resolving investor grievances arising from such errors, if such errors are solely attributable to it; it shall ensure that the required documents are attached to the Bid cum Application Form prior to uploading any Bid including Bids by UPI BiddersBid, and it shall ensure that such Bids and UPI IDs (as applicable) are uploaded on the electronic bidding systems of the Stock Exchanges on a regular basis during the Bid/ Offer Period in compliance with the SEBI ICDR Regulations and SEBI Process CircularRegulations, and within such time as permitted by the Stock Exchanges and the SEBI ICDR Regulations; it shall forward a schedule in the format prescribed under the UPI Circulars along with the Bid cum Application Form (carrying its identification markmark irrespective of the terminal from which the Bid has been uploaded), other than Bids by UPI Bidders under the UPI Mechanism, to the branch of the respective SCSBs for bidding and blocking of funds, within such time as permitted by the Stock Exchanges and Applicable Law Law;
(viii) in respect of Bids submitted by UPI Bidders along with UPI ID, it shall be responsible for collection of physical Bid cum Application Forms and other documents attached to the Bid cum Application Forms from UPI Bidders Bidding through any member of the Syndicate or within such other timeline their respective Sub-Syndicate Members, as prescribed under applicable, at the Specified Locations and deposit thereof with the Registrar, after the Bid/Offer Closing Date and after uploading the Bids including the UPI CircularsID onto the electronic Bidding system, in accordance with Applicable Law;
(ix) it shall, after uploading the Bid, affix a stamp and shall give an acknowledgment, either by way of a counterfoil acknowledgment or specifying specify the application number to the Bidder as proof of having accepted the Bid cum Application Form in physical or electronic form, respectively, in accordance with Applicable Law. Further, it shall retain the physical Bid cum Application Forms submitted by UPI Bidders using UPI as a payment mechanism for a period of six months or such other period as may be prescribed, and shall thereafter forward such forms to the Company / Company/ Registrar; and shall maintain electronic records related to electronic Bid cum Application Forms submitted by such UPI Bidders for a minimum period of three years or such other period as may be prescribed under Applicable Law;
(x) it will enter each Bid option and UPI ID (if applicable) option into the electronic bidding system as a separate Bid within the timelines such time as may be prescribed by SEBI and generate a transaction registration slip an Acknowledgement Slip for each price and demand option and give such Acknowledgement Slip to the same Bidder. It shall also furnish an Acknowledgement Slip to the Bidder on request;
(xi) it shall accept and upload Bids by ASBA Bidders only during the Bid/ Bid/Offer Period. In case of Anchor Investors, the BRLMs shall accept Bids only during the Anchor Investor Bid/ Offer Period as applicable and as specified in the Red ▇▇▇▇▇▇▇ Prospectus and in accordance with the Applicable LawsLaw. The members of the Syndicate shall indicate any revision in Price Band or change in Bid/Offer Period on the relevant website and the terminals of the members of the Syndicate, pursuant to any public notice that may be released by the Company in this regard. In case of Anchor Investors, the Book Running Lead Managers shall accept Bids only on the Anchor Investor Bid/ Offer Period;
(xii) in accordance with the SEBI ICDR Master Circular, no bid made using UPI shall be considered as valid unless the mandate request for the blocking of funds has been accepted and Bid amounts corresponding to the Bid have been blocked in the respective account of the Bidder;
(xiii) at the end of each day during the Bid/ Bid/Offer Period, the demand for the Equity Shares (excluding the allocation made to the Anchor Investors during on the Anchor Investor Bid/ Offer Period) and the Bid prices shall be displayed on an online graphical display at its Bidding terminals, for information to the public;
(xiiixiv) it agrees that Anchor Investors shall upload/submit their Bids only through the BRLMs or their AffiliatesBook Running Lead Managers. No other Member member of the Syndicate shall solicit orders or collect Bids from any Anchor Investors. It agrees that the Members members of the Syndicate (only in the Specified Locations) have the right to accept or reject Bids by QIBs (other than Anchor Investors). Further, Bids from QIBs can also be rejected, rejected by the Company Company, in consultation with the BRLMs, BRLMs on technical grounds or such grounds as described in the Offer Documents, in compliance with Applicable Law. Bids from Non-Institutional Bidders, Bidders and Retail Individual Bidders and UPI Bidders can be rejected on technical grounds only as described in the Offer Documents, in compliance with Applicable Lawonly. It shall not accept any Bids (other than from Anchor Investors and Bids using the UPI mechanism)that Investors) that are not made through the ASBA process and shall be treated as invalid and liable to be rejectedprocess. UPI Bidders using UPI Mechanism, may also submit their ASBA Forms with the Registered Brokers, RTA RTAs or Depository ParticipantsCDPs;
(xivxv) no Member member of the Syndicate shall accept any Bids from any Overseas Corporate Body;
(xvxvi) it shall procure ASBA Forms from Syndicate ASBA Bidders only at the Specified Locations;
(xvixvii) it shall ensure the availability of adequate infrastructure and other facilities for Biddingfacilities, and that including at least one of the members of the Syndicate shall be present at the Specified Locations so that there is least one electronically linked computer terminal, terminal at all the Specified Locations is available for the purpose of Bidding and for data entry of the Bids in a timely manner at all the Specified Locationsmanner;
(xviixviii) except in relation to the Bids received from Anchor Investors, Bids and any revisions in Bids will be accepted only between 10.00 10:00 a.m. IST and 5.00 5:00 p.m. (Indian Standard Time) IST during the Bid/ Offer Period at the Specified Locations (except on the Bid/ Offer Closing Date, which for QIBs may be one Working Day prior to the Bid/ Offer Closing Date for other categories of Bidders). On the Bid/ Offer Closing Date, Bids and any revisions in Bids will only be accepted between 10.00 10:00 a.m. (Indian Standard Time) IST and 3.00 3:00 p.m. (Indian Standard Time). On the Bid/ Offer Closing Date Bids shall be IST and uploaded until (i) 4.00 4:00 p.m. (Indian Standard Time) IST in case of Bids by QIBs and Non-Non- Institutional InvestorsBidders; and (ii) until 5.00 5:00 p.m. (Indian Standard Time) IST or such extended time as permitted by the Stock Exchanges, in case of Bids by UPI Bidders. On Bid/Offer Closing Date, extension of time will be granted by Stock Exchanges only for uploading Bids received by Retail Individual Bidders Investors after taking into account the total number of applications Bids received up to the closure of timings and reported by the BRLMs to the Stock Exchanges. Bids will be accepted only on Working Days. The Company, in consultation with the Book Running Lead Managers may consider closing the Bid / Offer Period for QIBs one day prior during Monday to the Bid / Offer Closing Date in accordance with the SEBI ICDR RegulationsFriday (excluding any public holiday). Any revision in the uploading time instructed by the Stock Exchanges shall be communicated to the Sub-Syndicate Members who in turn shall communicate such revision to their agents. It is clarified that Bids not uploaded on the electronic bidding system would be considered rejected. Such Bids that cannot be uploaded on the electronic bidding system will not be considered for allocation in the Offer. The members of the Syndicate, subject to Applicable Law, will not be responsible for any failure in uploading Bids due to faults in any hardware/software system or otherwise. Bids by ASBA Bidders shall be uploaded in the electronic system to be provided by the Stock Exchanges by for the Designated Intermediaries Intermediaries; in case of any discrepancy in the data entered in the electronic book vis-vis- à-vis the data contained in the physical or electronic ASBA Form, for a particular Bidder, the details of the Bid file received from Stock Exchanges may be taken as final data for the purposes of Allotment;
(xviiixix) it shall ensure that its Sub-Syndicate Members shall, as applicable and in accordance with the UPI Circulars, enter the following details of an ASBA Bidder who submits an ASBA Bid at the Specified Locations in the electronic bidding system: (a) symbol; (b) intermediary code; (c) intermediary name; (d) location code; (e) name of the bidder; (f) name of the bank; (g) bank code; (h) category – individual, corporate, QIB, eligible NRI, etc.; (i) PAN (of the sole/first Bidder); (j) number of Equity Shares Bid for; (k) price per Equity Share; (l) Bid cum Application Form number; (m) DP ID and Client ID; (n) quantity; (o) amount; (p) order number; (q) depository of the beneficiary account of the Bidder; and (r) UPI ID. For Anchor Investors, the BRLMs shall enter details of the respective Anchor Investor Bid Amount as well as the payment reference;
(xix) it and its Sub-Syndicate Members, if any, shall undertake necessary modifications of select fields in the Bid details, already uploaded by it during the Bid/Offer Period, in compliance with Applicable Law, including the UPI Circulars and the Exchange Circulars;
(xx) it shall provide the identification numbers (terminal IDs) of all Specified Locations and those of its Sub-Syndicate Members, if any, to the Registrar to the Offer together with such other information that may be necessary to enable the Registrar to the Offer to keep a record of the bidding at each such bidding center at the end of each day during the Bid/ Offer Period;
(xxi) it shall register and upload the Bids received by it and its Sub-Syndicate Members, onto the electronic bidding system as soon as practicable on the same Working Day on which the Bids are received (subject to the Stock Exchanges permitting such upload on the same Working Day). The BRLMs will instruct the Anchor Investors to deposit their Bid Amounts into the Escrow Accounts of the Company maintained with the designated Escrow Collection Banks for Anchor Investors, on the same day on which the Bid was received or any other period as agreed with the BRLMs in consultation with the Registrar to the Offer within the time period prescribed under the SEBI ICDR Regulations and other Applicable Law, and for the remaining Bid Amount (in cases where the Anchor Investor Allocation Price is lower than the Offer Price), on or prior to the Anchor Investor Pay-in Date; and it acknowledges that if the relevant Bid Amounts are not deposited within the time period stipulated herein, then such Bids are liable to be rejected;
(xxii) the Members of the Syndicate or any of their Sub-Syndicate Members shall enter details of a Bidder in the electronic bidding system as specified in the Red ▇▇▇▇▇▇▇ Prospectus, the Preliminary Offering Memorandum, the SEBI ICDR Regulations and any circular issued by the SEBI from time to time;
(xxiii) it shall ensure that all records of the Bids including the ASBA Forms (submitted by the Syndicate ASBA Bidders), together with supporting documents, are maintained and forwarded to the SCSBs, except in relation to Bids from UPI Bidders, within the time periods specified by the Stock Exchanges or the SEBI ICDR Regulations, the SEBI Process Circulars or UPI Circulars;
(xxiv) except for UPI Bidders, it shall ensure that it has affixed its stamp on each Bid cum Application Form forwarded by it to SCSBs or Escrow Collection Banks or the Registrar, as applicable, under “Broker’s/ SCSB Branch’s Stamp / RTA /CDP” (as applicable) as an acknowledgement of upload of the Bid in the electronic bidding system of the Stock Exchanges; Bid cum Application Forms (except electronic Bid cum Application Forms) that do not bear such stamp are liable to be rejected. It is however clarified that Bids by Anchor Investors do not get uploaded on electronic bidding system of the Stock Exchanges on the Anchor Investor Bidding Date;
(xxv) in relation to the Bids procured from Anchor Investors, the BRLMs shall be responsible for providing a schedule (including application number, payment instrument number/ RTGS / NEFT/ UTR control number and Bid Amount paid by Anchor Investors) to the Escrow Collection Bank during the Anchor Investor Bid/ Offer Period or any other period as agreed among the BRLMs in consultation with the Registrar to the Offer;
(xxvi) it shall provide the Registrar to the Offer with a daily record, with a separate section for each of its bidding centers and those of its Sub-Syndicate Members, details relating to the Bid cum Application Forms received from the Bidders, details regarding registration of the Bids and Bid Amounts (other than Bids collected by SCSBs, CDPs, RTAs and Registered Brokers). This record (except Bids by Anchor Investors, and Bids by UPI Bidders using the UPI mechanism) shall be made available to the Registrar no later than 5 p.m. IST on any given day, or any such time permissible under Applicable Law, as agreed w
Appears in 1 contract
Sources: Syndicate Agreement
RESPONSIBILITIES OF THE MEMBERS OF THE SYNDICATE.
3.1 Each Member of the Syndicate hereby, severally and not jointly, represents and warrants The Parties acknowledge that pursuant to the CompanySEBI ICDR Regulations and SEBI Process Circulars, each of the Selling Shareholders all Bidders (other than Anchor Investors) are required to mandatorily submit their Bids and to the other Parties, in relation to the Offer, that (a) it is an intermediary registered with SEBI and has a valid SEBI registration certificate for acting as a Member of the Syndicate (“Registration Certificate”) and has not been debarred or prohibited from acting as an intermediary by SEBI; and participate in the event of withdrawal or cancellation of their Registration Certificate, such Member of Offer through the ASBA process and all Syndicate shall promptly inform ASBA Bidders that are UPI Bidders are required to mandatorily Bid through the fact of such withdrawal or cancellation to other Parties; and (b) this Agreement has been duly authorized, executed and delivered by it, and is a valid and legally binding obligation of such Member of the Syndicate in accordance with the terms of this AgreementUPI Mechanism.
3.2 Subject to Clauses 3.3, 3.4 and Clause 3.5 below, each of the Members members of the Syndicate shall have the following responsibilities and obligations in relation to the Offer, Offer and each Member member of the Syndicate hereby severally (and not jointly, or jointly and severally) represents, warrants, agrees, covenants and undertakes to the CompanyParties, the Selling Shareholders and other Members of the Syndicate on behalf of itself, and to the extent relevant, its respective Sub-Syndicate Members Member that:
(i) it, or the respective Sub-Syndicate Member appointed by it, shall be responsible for collection of Bids (including Bids using the UPI Mechanism) from the Syndicate ASBA Bidders bidding through any Member of and the Syndicate or their respective Sub-Syndicate Members (other than Bids directly submitted to the SCSBs or Bids collected by Registered Brokers at the Broker Centres, CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations or the Bids submitted by BRLMs shall be responsible for instructing the Anchor Investors to deposit Bid Amount in the BRLMs), only at the Specified Locations, as applicable, Escrow Account in the manner specified in this Agreement, the SEBI ICDR Regulations, the Offer DocumentsUPI Circulars and any other Applicable Laws, the terms of Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus, the Preliminary Offering Memorandum, the Offering Memorandum, Bid cum Application FormForm and the Allotment Advice, other Applicable Laws and instructions issued jointly by the BRLMs and the Registrar to the Offer. Registrar, as applicable; Provided however that in the event of any failure of Bids on account of any non-bidding, error, fraud or malpractice by the relevant SCSB with whom such Syndicate syndicate ASBA Bid was submitted, deposited or forwarded by the Members of the Syndicate, the Member of the Syndicate syndicate member shall not be liable and the relevant SCSB shall be responsible for the sameliable;
(ii) it shall follow all instructions issued by the BRLMs and the Registrar to the Offer, in accordance with Applicable Law and this Agreement, in dealing with the Bid cum Application Forms including with respect to (a) the Bids submitted by QIBs (including Anchor Investors which shall be in accordance with Clause 3.5 below) and (b) the Bids submitted through their respective Sub-Syndicate Members, as applicable, at Specified Locations;
(iii) all Bids (other than Bids by UPI Bidders) shall be submitted to an SCSB for uploading and blocking of the funds and uploading on the electronic bidding platform of the Stock Exchanges;
(iii) it will not accept Bid cum Application Forms from Bidders using UPI as a payment mechanism if they are not in accordance with the UPI Circulars;
(iv) any Bids submitted by the Syndicate/ their respective Sub-Syndicate Members to an SCSB shall be made on a special Bid cum Application Form and the heading/ watermark “Syndicate ASBA” must be used by the Syndicate/ Sub-Syndicate Member along with the SM Code and Broker Code mentioned on such special Bid cum Application Form to be eligible for brokerage on Allotment. However, any such special Bid cum Application Forms used for Bids by UPI Bidders shall not be eligible for brokerage;
(v) it shall follow and ensure compliance with Circular No. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, Exchange Circulars under which (a) ASBA Forms shall be processed only after the application monies are blocked in the Bidder’s bank accounts; and (b) Stock Exchanges shall accept the ASBA Forms in their electronic building platforms only with a mandatory confirmation on the application monies blocked.
(vi) In accordance with the SEBI circular number SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, no bid made using UPI shall be considered as valid unless the mandate request for the blocking of funds has been accepted and Bid amounts corresponding to the Bid have been blocked in the respective account of the Bidder.
(vii) it agrees and acknowledges that the Bids by Anchor Investors shall be submitted at the select offices of the BRLMs and shall not be collected by the Syndicate Member or their respective Sun-Syndicate Members;
(viviii) it shall procure follow all instructions issued by the BRLMs and the Registrar in dealing with the Bid cum Application Forms from ASBA Bidders bidding through any Member of including with respect to the Bids by the Syndicate ASBA Bidders) procured by it or their its respective Sub-Syndicate Members, as applicableif any, only at the Specified Locations;
(vii) it shall accept Bids from Bidders (other than Anchor Investors) only through ASBA process in terms of the SEBI Process Circulars. Bids through any other modes (other than Bids submitted by Anchor Investors) shall be treated as invalid and be rejected. If it accepts any Bids through modes other than ASBA process (other than Bids submitted by Anchor Investors), it shall be solely responsible for any consequences arising as a result of accepting such Bid and for resolving any investor grievances arising as a result thereof;
(viiiix) it shall not register/upload any Bid without first accepting the duly filled Bid cum Application Form in writing (including via facsimile), from the Bidder, whether in India or abroad; it shall be responsible for the completion and accuracy of all details (including the correct UPI ID for Bids by UPI Bidders) to be entered into the electronic bidding system of the Stock Exchanges based on the filled in Bid cum Application Form received by it including the correct UPI ID of the UPI Bidders Bidder and, subject to Clause 2.42.3, shall be responsible for any default, mistake or error in the Bid details uploaded by it or subsequent corrections including the UPI related details (as applicable) if such default, mistake or error are solely attributable to it and in resolving investor grievances arising from such errors, if such errors are solely attributable to it; it shall ensure that the required documents are attached to the Bid cum Application Form prior to uploading any Bid including Bids by UPI BiddersBid, and it shall ensure that such Bids and UPI IDs (as applicable) are uploaded on the electronic bidding systems of the Stock Exchanges on a regular basis during the Bid/ Offer Period in compliance with the SEBI ICDR Regulations and SEBI Process CircularRegulations, and within such time as permitted by the Stock Exchanges and the SEBI ICDR Regulations; it shall forward a schedule in the format prescribed under the UPI Circulars along with the Bid cum Application Form (carrying its identification markmark irrespective of the terminal from which the Bid has been uploaded), other than Bids by UPI Bidders under the UPI Mechanism, to the branch of the respective SCSBs for blocking of funds, within such time as permitted by the Stock Exchanges and Applicable Law or within such other timeline as prescribed under the UPI CircularsLaws;
(ixx) it shall, after uploading the Bid, affix a stamp and shall give an acknowledgment, either by way of a counterfoil acknowledgment or specifying specify the application number to the Bidder as proof of having accepted the Bid cum Application Form in physical or electronic form, respectively, in accordance with Applicable Law. Further, it shall retain the physical Bid cum Application Forms submitted by UPI Bidders using UPI as a payment mechanism for a period of six months or such other period as may be prescribed, and shall thereafter forward such forms to the Company / Company/ Registrar; and shall maintain electronic records related to electronic Bid cum Application Forms submitted by such UPI Bidders for a minimum period of three years or such other period as may be prescribed under Applicable LawLaws;
(xxi) it will enter each Bid option and UPI ID (if applicable) option into the electronic bidding system as a separate Bid within the timelines prescribed by SEBI and generate a transaction registration slip an Acknowledgement Slip for each price and demand option and give the same Acknowledgement Slip to the Bidder on request. It shall also furnish the Acknowledgement Slip to the Bidder on request;
(xixii) it shall accept and upload Bids by from ASBA Bidders only during the Bid/ Bid/Offer Period. The members of the Syndicate shall indicate any revision in Price Band or change in Bid/Offer Period on the relevant website and the terminals of the members of the Syndicate, pursuant to any public notice that may be released by the Company in this regard. In case of Anchor Investors, the BRLMs shall accept Bids Bid only during on the Anchor Investor Bid/ Offer Period as applicable and as specified in the Red ▇▇▇▇▇▇▇ Prospectus and in accordance with the Applicable LawsBidding Date;
(xiixiii) at the end of each day during the Bid/ Bid/Offer Period, the demand for the Equity Shares (excluding the allocation made to the Anchor Investors during on the Anchor Investor Bid/ Offer PeriodBidding Date) and the Bid prices shall be displayed on an online graphical display at its Bidding terminals, for information to the public;
(xiiixiv) it agrees that Anchor Investors shall upload/submit their Bids only through the BRLMs or their AffiliatesBRLMs. No other Member member of the Syndicate shall solicit orders or collect Bids from any Anchor Investors. It agrees that the Members members of the Syndicate (only in the Specified Locations) have the right to accept or reject Bids by QIBs (other than Anchor Investors). Further, Bids from QIBs can also be rejected, rejected by the Company Company, in consultation with the BRLMs, BRLMs on technical grounds or such grounds as described in the Offer Documents, in compliance with Applicable LawLaws. Bids from Non-Institutional Bidders, Bidders and Retail Individual Bidders and UPI Bidders can be rejected on technical grounds only as described in the Offer Documents, in compliance with Applicable Lawonly. It shall not accept any Bids (other than from Anchor Investors and Bids using the UPI mechanism)that Investors) that are not made through the ASBA process and shall be treated as invalid and liable to be rejectedprocess. UPI Bidders using UPI Mechanismmechanism, may also submit their ASBA Forms with the Registered Brokers, RTA or Depository Participants;
(xivxv) no Member member of the Syndicate shall accept any Bids from any Overseas Corporate Body;
(xvxvi) it shall procure ASBA Forms from Syndicate ASBA Bidders only at the Specified Locations;
(xvixvii) it shall ensure availability of adequate infrastructure and other facilities for Bidding, Bidding and that at least one of the members of the Syndicate shall be present 1 (one) electronically linked terminal at the Specified Locations so that there is least one electronically linked computer terminal, available for the purpose of Bidding and for data entry of the Bids in a timely manner at all the Specified Locationsmanner;
(xviixviii) except in relation to the Bids received from Anchor Investors, Bids and any revisions revision in Bids will be accepted only between 10.00 a.m. and 5.00 p.m. (Indian Standard Time) during the Bid/ Offer Period at the Specified Locations (Bidding centres, except that on the Bid/ Offer Closing Date, Date (which for QIBs may be one Working Day prior to the Bid/ Offer Closing Date for other categories of Bidders). On the Bid/ Bid/Offer Closing Date, Bids and any revisions in Bids the Bid will only be accepted only between 10.00 a.m. (Indian Standard Time) and 3.00 p.m. (Indian Standard Time). On the Bid/ Offer Closing Date Bids shall be ) and uploaded until (i) 4.00 p.m. (Indian Standard Time) in case of Bids by QIBs and Non-Non- Institutional InvestorsBidders; and (ii) until 5.00 p.m. (Indian Standard Time) or such extended time as permitted by the Stock Exchanges, Exchanges in case of Bids by Retail Individual Bidders after taking into account the total number of applications received up to the closure of timings and reported by the BRLMs to the Stock Exchanges. Bids will be accepted only on Working DaysUPI Bidders. The Company, Company and the Selling Shareholders in consultation with the Book Running Lead Managers BRLMs, may consider closing the Bid / Offer Period for QIBs one day prior to the Bid / Offer Closing Date in accordance with the SEBI ICDR Regulations. Bids will be accepted only on Working Days. Any revision in the uploading time instructed by the Stock Exchanges shall be communicated to the Sub-Syndicate Members who in turn shall communicate such revision to their agents. It is clarified that Bids not uploaded on the electronic bidding system would be considered rejected. Bids by ASBA Bidders shall be uploaded in the electronic system to be provided by the Stock Exchanges by for the Designated Intermediaries Intermediaries; in case of any discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical or electronic ASBA Form, for a particular Bidder, the details of the Bid file received from Stock Exchanges may be taken as final data for the purposes of Allotment;
(xviiixix) it shall ensure that its Sub-Syndicate Members shall, as applicable and in accordance with the UPI Circulars, enter the following details of an ASBA Bidder who submits an ASBA Bid at the Specified Locations in the electronic bidding system: (a) symbol; (b) intermediary code; (c) intermediary name; (d) location code; (e) name of the bidder; (f) name of the bank; (g) bank code; (h) category – individual, corporate, QIB, eligible NRI, etc.; (i) PAN (of the sole/first Bidder); (j) number of Equity Shares Bid for; (k) price per Equity Share; (l) Bid cum Application Form number; (m) DP ID and Client ID; (n) quantity; (o) amount; (p) order number; (q) depository of the beneficiary account of the Bidder; and (r) UPI ID. For Anchor Investors, the BRLMs shall enter details of the respective Anchor Investor Bid Amount as well as the payment reference;
(xix) it and its Sub-Syndicate Members, if any, shall undertake necessary modifications of select fields in the Bid details, already uploaded by it during the Bid/Offer Period, in compliance with Applicable Law, including the UPI Circulars and the Exchange Circulars;
(xx) it shall provide the identification numbers (terminal IDs) of all Specified Locations and those of its Sub-Syndicate Members, if any, to the Registrar to the Offer together with such other information that may be necessary to enable the Registrar to the Offer to keep a record of the bidding at each such bidding center at the end of each day during the Bid/ Offer Period;
(xxi) it shall register and upload the Bids received by it and its Sub-Syndicate Members, onto the electronic bidding system as soon as practicable on the same Working Day on which the Bids are received (subject to the Stock Exchanges permitting such upload on the same Working Day). The BRLMs will instruct the Anchor Investors to deposit their Bid Amounts into the Escrow Accounts of the Company maintained with the designated Escrow Collection Banks for Anchor Investors, on the same day on which the Bid was received or any other period as agreed with the BRLMs in consultation with the Registrar to the Offer within the time period prescribed under the SEBI ICDR Regulations and other Applicable Law, and for the remaining Bid Amount (in cases where the Anchor Investor Allocation Price is lower than the Offer Price), on or prior to the Anchor Investor Pay-in Date; and it acknowledges that if the relevant Bid Amounts are not deposited within the time period stipulated herein, then such Bids are liable to be rejected;
(xxii) the Members of the Syndicate or any of their Sub-Syndicate Members shall enter details of a Bidder in the electronic bidding system as specified in the Red ▇▇▇▇▇▇▇ Prospectus, the Preliminary Offering Memorandum, the SEBI ICDR Regulations and any circular issued by the SEBI from time to time;
(xxiii) it shall ensure that all records of the Bids including the ASBA Forms (submitted by the Syndicate ASBA Bidders), together with supporting documents, are maintained and forwarded to the SCSBs, except in relation to Bids from UPI Bidders, within the time periods specified by the Stock Exchanges or the SEBI ICDR Regulations, the SEBI Process Circulars or UPI Circulars;
(xxiv) except for UPI Bidders, it shall ensure that it has affixed its stamp on each Bid cum Application Form forwarded by it to SCSBs or Escrow Collection Banks or the Registrar, as applicable, under “Broker’s/ SCSB Branch’s Stamp / RTA /CDP” (as applicable) as an acknowledgement of upload of the Bid in the electronic bidding system of the Stock Exchanges; Bid cum Application Forms (except electronic Bid cum Application Forms) that do not bear such stamp are liable to be rejected. It is however clarified that Bids by Anchor Investors do not get uploaded on electronic bidding system of the Stock Exchanges on the Anchor Investor Bidding Date;
(xxv) in relation to the Bids procured from Anchor Investors, the BRLMs shall be responsible for providing a schedule (including application number, payment instrument number/ RTGS / NEFT/ UTR control number and Bid Amount paid by Anchor Investors) to the Escrow Collection Bank during the Anchor Investor Bid/ Offer Period or any other period as agreed among the BRLMs in consultation with the Registrar to the Offer;
(xxvi) it shall provide the Registrar to the Offer with a daily record, with a separate section for each of its bidding centers and those of its Sub-Syndicate Members, details relating to the Bid cum Application Forms received from the Bidders, details regarding registration of the Bids and Bid Amounts (other than Bids collected by SCSBs, CDPs, RTAs and Registered Brokers). This record (except Bids by Anchor Investors, and Bids by UPI Bidders using the UPI mechanism) shall be made available to the Registrar no later than 5 p.m. IST on any given day, or any such time permissible under Applicable Law, as agreed w
Appears in 1 contract
Sources: Syndicate Agreement
RESPONSIBILITIES OF THE MEMBERS OF THE SYNDICATE.
3.1 Each Member of 4.1 The Parties acknowledge that pursuant to SEBI ICDR Regulations and the SEBI Process Circulars, all Bidders (other than Anchor Investors) are required to mandatorily submit their Bids and participate in the Offer through the ASBA process and all Syndicate hereby, severally and not jointly, represents and warrants ASBA Bidders that are UPI Bidders are required to mandatorily Bid through the Company, each of the Selling Shareholders and to the other Parties, in relation to the Offer, that (a) it is an intermediary registered with SEBI and has a valid SEBI registration certificate for acting as a Member of the Syndicate (“Registration Certificate”) and UPI Mechanism. Any Retail Individual Bidder whose Bid has not been debarred or prohibited from acting as an intermediary by SEBI; and in considered for Allotment, due to failures on the event of withdrawal or cancellation of their Registration Certificate, such Member part of the Syndicate shall promptly inform SCSB may seek redressal from the fact of such withdrawal or cancellation to other Parties; and (b) this Agreement has been duly authorized, executed and delivered by it, and is a valid and legally binding obligation of such Member concerned SCSB within three months of the Syndicate listing date in accordance with the terms SEBI Master Circular for Issue of this AgreementCapital and Disclosure Requirements (SEBI/HO/CFD/PoD-2/P/CIR/2023/00094 dated June 21, 2023).
3.2 4.2 Subject to Clauses 3.3, 3.4 and 3.5 Clause 4.5 below, each of the Members members of the Syndicate shall have the following responsibilities and obligations in relation to the Offer, and each Member member of the Syndicate hereby severally (and not jointly, or jointly and severally) represents, warrants, agrees, covenants and undertakes to the Company, the Selling Shareholders and other Members of the Syndicate on behalf of itself, and to the extent relevant, its respective Sub-Syndicate Members that:
(i) itIt, or the respective Sub-Syndicate Member appointed by it, shall be responsible for collection of Bids (including Bids using the UPI Mechanism) from the Syndicate ASBA Bidders bidding through any Member of and the Syndicate or their respective Sub-Syndicate Members (other than Bids directly submitted to the SCSBs or Bids collected by Registered Brokers at the Broker Centres, CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations or the Bids submitted by Lead Managers shall be responsible for instructing the Anchor Investors to deposit Bid Amount in the BRLMs), only at the Specified Locations, as applicable, Escrow Account in the manner specified in this Agreement, the SEBI ICDR RegulationsRegulations and any other Applicable Law, the Offer DocumentsRed ▇▇▇▇▇▇▇ Prospectus, the terms of Prospectus, the Preliminary Offering Memorandum, the Offering Memorandum, Bid cum Application Form, other Applicable Laws and instructions issued jointly by the BRLMs Form and the Registrar to the OfferAllotment Advice as applicable. Provided however that the Syndicate Members shall not be liable, in the event of any failure of Bids on account of any non-bidding, error, fraud or malpractice by the relevant SCSB with whom such Syndicate syndicate ASBA Bid was submitted, deposited or forwarded by the Members of the Syndicate, the Member of the Syndicate shall not be liable and the relevant SCSB shall be responsible for the same;.
(ii) it shall follow all instructions issued by the BRLMs and the Registrar to the Offer, in accordance with Applicable Law and this Agreement, in dealing with the Bid cum Application Forms including with respect to (a) the Bids submitted by QIBs (including Anchor Investors which shall be in accordance with Clause 3.5 below) and (b) the Bids submitted through their respective Sub-Syndicate Members, as applicable, at Specified Locations;
(iii) all Bids (other than Bids by UPI Bidders) shall be submitted to an SCSB for uploading and blocking of the funds and uploading on the electronic bidding platform of the Stock Exchanges;
(iv) any Bids submitted by the Syndicate/ their respective Sub-Syndicate Members to an SCSB shall be made on a special Bid cum Application Form and the heading/ watermark “Syndicate ASBA” must be used by the Syndicate/ Sub-Syndicate Member along with the SM Code and Broker Code mentioned on such special Bid cum Application Form to be eligible for brokerage on Allotment. However, any such special Bid cum Application Forms used for Bids by UPI Bidders shall not be eligible for brokerage;.
(viii) it agrees and acknowledges that the Bids by Anchor Investors shall be submitted at the select offices of the BRLMs Lead Managers and shall not be collected by the Syndicate Members;.
(viiv) it shall procure follow all instructions issued by the Lead Managers and the Registrar in dealing with the Bid cum Application Forms from (including with respect to Bids by the Syndicate ASBA Bidders bidding through any Member of and the Syndicate Anchor Investors) procured by it or their its respective Sub-Syndicate Members, as applicableif any, only at the Specified Locations;.
(viiv) it It shall accept Bids from Bidders (other than Anchor Investors) only through ASBA process in terms of the SEBI Process UPI Circulars. Further, pursuant to circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022, issued by SEBI, all individual investors applying in public issues where the application amount is up to ₹ 500,000 shall use UPI Bids through any other modes by any Bidder (other than Bids submitted by except Anchor Investors) shall be treated as invalid and will be rejected. If it accepts any Bids through modes other than ASBA process (other than Bids submitted by Anchor Investors), it shall be solely responsible for any consequences arising as a result of accepting such Bid and for resolving any investor grievances arising as a result thereof;
(viiivi) it shall not register/upload any Bid without first accepting the duly filled Bid cum Application Form in writing (including via facsimile), from the Bidder, whether in India or abroad; it shall be responsible for the completion and accuracy of all details (including the correct UPI ID for Bids by UPI Bidders) to be entered into the electronic bidding system of the Stock Exchanges based on the filled in Bid cum Application Form received by it including the correct UPI ID of the UPI Bidders Bidder and, subject to Clause 2.42.3, shall be responsible for any default, mistake or error in the Bid details uploaded by it or subsequent corrections including the UPI related details (as applicable) if such default, mistake or error are solely attributable to it and in resolving investor grievances arising from such errors, if such errors are solely attributable to it; it shall ensure that the required documents are attached to the Bid cum Application Form prior to uploading any Bid including Bids by UPI BiddersBid, and it shall ensure that such Bids and UPI IDs (as applicable) are uploaded on the electronic bidding systems of the Stock Exchanges on a regular basis during the Bid/ Offer Period in compliance with the SEBI ICDR Regulations and SEBI Process CircularRegulations, and within such time as permitted by the Stock Exchanges and the SEBI ICDR Regulations; it shall forward a schedule in the format prescribed under the SEBI UPI Circulars along with the Bid cum Application Form (carrying its identification markmark irrespective of the terminal from which the Bid has been uploaded), other than Bids by UPI Bidders under the UPI Mechanism, to the branch of the respective SCSBs for blocking of funds, within such time as permitted by the Stock Exchanges and Applicable Law or within such other timeline as prescribed under the SEBI UPI Circulars;.
(ixvii) it shall, after uploading the Bid, affix a stamp and give an acknowledgment, either by way of a counterfoil or specifying the application number to the Bidder as proof of having accepted the Bid cum Application Form in physical or electronic form, respectively, in accordance with Applicable Law. Further, it shall retain the physical Bid cum Application Forms submitted by UPI Bidders using UPI as a payment mechanism for a period of six months or such other period as may be prescribed, and shall thereafter forward such forms to the Company / Company/ Registrar; and shall maintain electronic records related to electronic Bid cum Application Forms submitted by such UPI Bidders for a minimum period of three years or such other period as may be prescribed under Applicable Law;
(xviii) it will enter each Bid option and UPI ID (if applicable) option into the electronic bidding system as a separate Bid within the timelines prescribed by SEBI and generate a transaction registration slip an Acknowledgement Slip for each price and demand option and give such Acknowledgement Slip to the same Bidder. It shall also furnish an Acknowledgement Slip to the Bidder on request;.
(xiix) it shall register and upload the Bids received by it and its Sub-Syndicate Members, in relation thereto such as UPI ID, onto the electronic bidding system as soon as practicable on the same Working Day on which the Bids are received (subject to the Stock Exchanges permitting such upload on the same Working Day).
(x) it shall accept and upload Bids by ASBA Bidders only during the Bid/ Bid/Offer Period. In case of Anchor Investors, the BRLMs shall accept Bids only during the Anchor Investor Bid/ Offer Period as applicable and as specified in the Red ▇▇▇▇▇▇▇ Prospectus Prospectus, and in accordance with the Applicable Laws;. The members of the Syndicate shall indicate any revision in Price Band or change in Bid/Offer Period on the relevant website and the terminals of the members of the Syndicate, pursuant to any public notice that may be released by the Company in this regard. In case of Anchor Investors, the Lead Managers shall accept Bids only on the Anchor Investor Bidding Date.
(xi) it shall ensure that the “Do’s”, “Don’ts” and “Grounds for Technical Rejection” specified in the Red ▇▇▇▇▇▇▇ Prospectus and Preliminary Offering Memorandum are addressed in any Bid cum Application Forms collected by them, including ensuring that the PAN (except for ASBA Bids on behalf of the Central or State Government, officials appointed by a court of law, Bidders residing in the state of Sikkim or Bidders who are exempt from holding a PAN under Applicable Law), DP ID and Client ID, UPI ID if applicable, of the ASBA Bidder are quoted in the Bid cum Application Form. In case of residents of Sikkim, the members of the Syndicate shall verify the veracity of the claim of the investors that they are residents of Sikkim by collecting sufficient documentary evidence in support of their address as provided in the SEBI Circular MRD/DoP/Dep/Cir-29/2004 dated August 24, 2004.
(xii) at the end of each day during the Bid/ Bid/Offer Period, the demand for the Equity Shares (excluding the allocation made to the Anchor Investors during on the Anchor Investor Bid/ Offer PeriodBidding Date) and the Bid prices shall be displayed on an online graphical display at its Bidding terminals, for information to the public;.
(xiii) it agrees that Anchor Investors shall upload/submit their Bids only through the BRLMs or their AffiliatesLead Managers. No other Member member of the Syndicate shall solicit orders or collect Bids from any Anchor Investors. It agrees that the Members members of the Syndicate (only in the Specified Locations) have the right to accept or reject Bids by QIBs (other than Anchor Investors). Further, Bids from QIBs can also be rejected, rejected by the Company Company, in consultation with the BRLMs, Lead Managers on technical grounds or such grounds as described in the Offer Documents, in compliance with Applicable Law. Bids from Non-Institutional Bidders, Retail Individual Bidders and UPI Bidders can be rejected on technical grounds only as described in the Offer Documents, in compliance with Applicable Lawonly. It shall not accept any Bids (other than from Anchor Investors and Bids using the UPI mechanism)that Investors) that are not made through the ASBA process and shall be treated as invalid and liable to be rejectedprocess. UPI Bidders using UPI Mechanism, may also submit their ASBA Forms with the Registered Brokers, RTA or Depository Participants;.
(xiv) no Member member of the Syndicate shall accept any Bids from any Overseas Corporate Body;.
(xv) it shall procure ASBA Forms from Syndicate ASBA Bidders only at the Specified Locations;.
(xvi) it shall ensure the availability of adequate infrastructure and other facilities for Biddingfacilities, and that including at least one of the members of the Syndicate shall be present at the Specified Locations so that there is least one electronically linked computer terminal, terminal at all the Specified Locations is available for the purpose of Bidding and for data entry of the Bids in a timely manner at all the Specified Locations;manner.
(xvii) except in relation to the Bids received from Anchor Investors, Bids and any revisions in Bids will be accepted only between 10.00 10:00 a.m. IST and 5.00 5:00 p.m. (Indian Standard Time) IST during the Bid/ Bid/Offer Period (except on the Bid/Offer Closing Date) at the Specified Locations (except on Bid/ Offer Closing Date, which for QIBs may be one Working Day prior to the Bid/ Offer Closing Date for other categories of Bidders)Locations. On the Bid/ Bid/Offer Closing Date, Bids and any revisions in Bids will only be accepted between 10.00 10:00 a.m. (Indian Standard Time) IST and 3.00 3:00 p.m. (Indian Standard Time). On the Bid/ Offer Closing Date Bids shall be IST and uploaded until (i) 4.00 4:00 p.m. (Indian Standard Time) IST in case of Bids by QIBs and Non-Institutional InvestorsBidders; and (ii) until 5.00 5:00 p.m. (Indian Standard Time) IST or such extended time as permitted by the Stock Exchanges, in case of Bids by Retail Individual Bidders Bidders, after taking into account the total number of applications received up to the closure of timings and reported by the BRLMs Lead Managers to the Stock Exchanges. Bids will be accepted only on Working Days. The CompanyCompany may, in consultation with the Book Running Lead Managers may Managers, consider closing the Bid / Offer Period for QIBs one day prior to the Bid / Offer Closing Date in accordance with the SEBI ICDR Regulations. Bids will be accepted only on Working Days. Any revision in the uploading time instructed by the Stock Exchanges shall be communicated to the Sub-Syndicate Members who in turn shall communicate such revision to their agents. It is clarified that Bids not uploaded on the electronic bidding system would be considered rejected. Bids by ASBA Bidders shall be uploaded in the electronic system to be provided by the Stock Exchanges by for the Designated Intermediaries Intermediaries; in case of any discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical or electronic ASBA Form, for a particular Bidder, the details of the Bid file received from Stock Exchanges may be taken as final data for the purposes of Allotment;.
(xviii) it shall ensure that its Sub-Syndicate Members shall, as applicable and in accordance with the SEBI UPI Circulars, enter the following details of an ASBA Bidder who submits an ASBA Bid at the Specified Locations in the electronic bidding system: (a) symbol; (b) intermediary code; (c) intermediary name; (d) location code; (e) name of the bidder; (f) name of the bank; (g) bank code; (h) category – individual, corporate, QIB, eligible NRI, etc.; (i) PAN (of the sole/first Bidder); (j) number of Equity Shares Bid for; (k) price per Equity Share; (l) Bid cum Application Form number; (m) DP ID and Client ID; (n) quantityUPI ID; (o) amountquantity; (p) amount; (q) order number; and (qr) depository of the beneficiary account of the Bidder; and (r) UPI ID. For Anchor Investors, the BRLMs Lead Managers shall enter details of the respective Anchor Investor Bid Amount as well as the payment reference;.
(xix) it and its Sub-Syndicate MembersMembers , if any, shall undertake necessary modifications of select fields in the Bid detailsdetails including UPI ID (as applicable), already uploaded by it during the Bid/Offer Period, Period and up to the permissible time on the Working Day following the Bid/Offer Closing Date in terms of and in compliance with Applicable Law, including the SEBI UPI Circulars and Circulars. It shall also be responsible for providing necessary guidance to UPI Bidders for using the Exchange Circulars;UPI Mechanism.
(xx) it shall provide the identification numbers (terminal IDs) of all Specified Locations its Bidding Centres and those of its Sub-Syndicate Members, if any, to the Registrar to the Offer together with such other information that may be necessary to enable the Registrar to the Offer to keep a record of the bidding at each such bidding center Bidding Centre at the end of each day during the Bid/ Bid/Offer Period;.
(xxi) it shall register and upload the Bids received by it and its Sub-Syndicate Members, onto the electronic bidding system as soon as practicable on the same Working Day on which the Bids are received (subject to the Stock Exchanges permitting such upload on the same Working Day). The BRLMs Lead Managers will instruct the Anchor Investors to deposit their Bid Amounts into the Escrow Accounts of the Company maintained with the designated Escrow Collection Banks for Anchor Investors, on the same day on which the Bid was received or any other period as agreed with the BRLMs Lead Managers in consultation with the Registrar to the Offer within the time period prescribed under the SEBI ICDR Regulations and other Applicable Law, and for the remaining Bid Amount (in cases where the Anchor Investor Allocation Price is lower than the Offer Price), on or prior to the Anchor Investor Pay-in Date; and it acknowledges that if the relevant Bid Amounts are not deposited within the time period stipulated herein, then such Bids are liable to be rejected;. It does not comply with its obligations, within the time period stipulated herein, the relevant Escrow Collection Banks or SCSB, as the case may be, on the advice of the Registrar and/or the Lead Manager, may not accept the relevant Bid Amounts and the Bid cum Application Forms.
(xxii) it shall not collect or deposit payment instruments drawn in favor of the Members Company or any other party or account, other than in favor of the designated Escrow Accounts as specified in the Bid cum Application Form, the Red ▇▇▇▇▇▇▇ Prospectus and the Preliminary Offering Memorandum; and with respect to Bids by the Syndicate ASBA Bidders who have chosen a non-UPI payment mechanism, it shall not accept any ASBA Form without satisfying itself that the SCSB where the ASBA Account is maintained, as specified in the ASBA Form, has named at least one Designated Branch in that Specified Location in which member of the Syndicate or any of their its Sub-Syndicate Members is accepting the ASBA Form or in case the Syndicate ASBA Bidder has chosen UPI as the mode of payment, the ASBA Form contains the UPI ID for such Bidder linked to a bank account of an SCSB notified by the SEBI which is live on UPI 2.0.
(xxiii) in relation to the Bids procured from Anchor Investors, the Lead Managers shall enter be responsible for providing a schedule (including application number, payment instrument number/ RTGS / NEFT/ UTR control number/ lock-in details of a Bidder and Bid Amount paid by Anchor Investors) to the Escrow Collection Bank on the Anchor Investor Bidding Date, or any other period as agreed among the Lead Managers in consultation with the electronic bidding system Registrar to the Offer.
(xxiv) as specified in the Red ▇▇▇▇▇▇▇ Prospectus, the Preliminary Offering Memorandum, Memorandum and the SEBI ICDR Regulations Regulations, the members of the Syndicate or any of their Sub- Syndicate Members (which are entities otherwise eligible to act as a syndicate member and any circular issued by have a valid SEBI registration certificate) shall enter the SEBI from time to time;details of a Bidder, including UPI ID, if applicable, in the electronic bidding system.
(xxiiixxv) it shall ensure that all records of the Bids including the ASBA Forms (submitted by the Syndicate ASBA Bidders), together with supporting documents, are maintained and forwarded to the SCSBs, except in relation to Bids from UPI Bidders, within the time periods specified by the Stock Exchanges or the SEBI ICDR Regulations, the SEBI Process Circulars or UPI Circulars;.
(xxivxxvi) except for UPI Bidders, it shall ensure that it has affixed its stamp on each in case of Bid cum Application Form forwarded under the ASBA process, it shall forward on a day to day basis the physical application forms received by it to SCSBs or Escrow Collection Banks or the Registrar, as applicable, under “Broker’s/ SCSB Branch’s Stamp / RTA /CDP” (as applicable) as an acknowledgement of upload of the Bid in the electronic bidding system of the Stock Exchanges; Bid cum Application Forms (except electronic Bid cum Application Forms) that do not bear such stamp are liable to be rejected. It is however clarified that Bids by Anchor Investors do not get uploaded on electronic bidding system of the Stock Exchanges on the Anchor Investor Bidding Date;
(xxv) in relation to the Bids procured from Anchor Investors, the BRLMs shall be responsible for providing a schedule (including application number, payment instrument number/ RTGS / NEFT/ UTR control number and Bid Amount paid by Anchor Investors) to the Escrow Collection Bank them during the Anchor Investor Bid/ Offer Period or any other period as agreed among the BRLMs in consultation with the Registrar to the Offer;
(xxvi) it shall provide the Registrar to the Offer with a daily record, with a separate section for each of its bidding centers and those of its Sub-Syndicate Members, details relating to the Bid cum Application Forms received from the Bidders, details regarding registration designated branches of the Bids and Bid Amounts (other than Bids collected by SCSBsSCSBs for blocking of funds, CDPs, RTAs and Registered Brokers). This record (except Bids by Anchor Investors, and Bids by UPI Bidders using the UPI mechanism) shall be made available to the Registrar no later than 5 p.m. IST on any given day, or any such time permissible under Applicable Law, as agreed walon
Appears in 1 contract
Sources: Syndicate Agreement
RESPONSIBILITIES OF THE MEMBERS OF THE SYNDICATE.
3.1 Each Member of the Syndicate hereby, severally and not jointly, represents and warrants to the Company, each of the Selling Shareholders and to the other Parties, in relation to the Offer, that (a) it is an intermediary registered with SEBI and has a valid SEBI registration certificate for acting as a Member of the Syndicate (“Registration Certificate”) and has not been debarred or prohibited from acting as an intermediary by SEBISEBI or any other regulatory authority; and in the event of withdrawal or cancellation of their Registration Certificate, such Member of the Syndicate shall promptly inform the fact of such withdrawal or cancellation to other Parties; and (b) this Agreement has been duly authorized, executed and delivered by it, and is a valid and legally binding obligation of such Member of the Syndicate and is enforceable against such Member of the Syndicate in accordance with the terms of this Agreement.
3.2 Subject to Clauses 3.3, 3.4 and 3.5 below, each of the Members of the Syndicate shall have the following responsibilities and obligations in relation to the Offer, and each Member of the Syndicate hereby severally (and not jointly, or jointly and severally) represents, warrants, agrees, covenants and undertakes to the Company, the Selling Shareholders and other Members of the Syndicate on behalf of itself, and to the extent relevant, its respective Sub-Syndicate syndicate Members that:
(i) it, or the respective Sub-Syndicate Member appointed by it, shall be responsible for collection of Bids (including Bids using the UPI Mechanism) from the ASBA Bidders bidding through any Member of the Syndicate or their respective Sub-Syndicate Members (other than Bids directly submitted to the SCSBs or Bids collected by Registered Brokers at the Broker Centres, CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations or the Bids submitted by the Anchor Investors to the BRLMs), only at the Specified Locations, as applicable, in the manner specified in this Agreement, the SEBI ICDR Regulations, the Offer Documents, the terms of the Bid cum Application Form, Allotment Advice, other Applicable Laws and instructions issued jointly by the BRLMs and the Registrar to the Offer. Provided that in the event of any failure of Bids on account of any non-bidding, error, fraud or malpractice by the relevant SCSB with whom such Syndicate ASBA Bid was submitted, deposited or forwarded by the Members of the Syndicate, the Member of the Syndicate shall not be liable and the relevant SCSB shall be responsible for the same;
(ii) it shall follow all instructions issued by the BRLMs and the Registrar to the Offer, in accordance with Applicable Law and this Agreement, in dealing with the Bid cum Application Forms including with respect to (a) the Bids submitted by QIBs (including Anchor Investors which shall be in accordance with Clause 3.5 below) and (b) the Bids submitted through their respective Sub-Syndicate Members, as applicable, at Specified Locations;
(iii) all Bids (other than Bids by UPI Bidders) shall be submitted to an SCSB for uploading and blocking of the funds and uploading on the electronic bidding platform of the Stock Exchanges;.
(iviii) any Bids submitted by the Syndicate/ their respective Sub-Syndicate Members to an SCSB shall be made on a special Bid cum Application Form and the heading/ watermark “Syndicate ASBA” must be used by the Syndicate/ Sub-Sub- Syndicate Member along with the SM Code syndicate member code and Broker Code broker code mentioned on such special Bid cum Application Form to be eligible for brokerage on Allotment. However, any such special Bid cum Application Forms used for Bids by UPI Bidders shall not be eligible for brokerage.
(iv) it will not accept Bid cum Application Forms from Bidders using UPI as a payment mechanism if they are not in accordance with the UPI Circulars
(v) it shall follow all instructions issued by the BRLMs and the Registrar to the Offer in dealing with the Bid cum Application Forms including with respect to (a) the Bids submitted by QIBs (including Anchor Investors) which shall be in accordance with Clause 3.5 below and (b) the Bids submitted through their respective Sub-Syndicate Members, as applicable;
(vvi) it agrees and acknowledges that the Bids by Anchor Investors shall be submitted at the select offices of the BRLMs and shall not be collected by the Syndicate MembersMember(s);
(vivii) it shall procure Bid cum Application Forms from ASBA Bidders bidding through any Member of the Syndicate or their respective Sub-Syndicate Members, as applicable, only at the Specified Locations;
(viiviii) it shall accept Bids from Bidders (other than Anchor Investors) only through ASBA process in terms of the SEBI Process Circulars. Bids through any other modes (other than Bids submitted by Anchor Investors) shall be treated as invalid and be rejected. If it accepts any Bids through modes other than ASBA process (other than Bids submitted by Anchor Investors), it shall be solely responsible for any consequences arising as a result of accepting such Bid and for resolving any investor grievances arising as a result thereof;
(viiiix) it shall not register/upload any Bid without first accepting the duly filled Bid cum Application Form in writing (writing; including via facsimile)electronic means, from the Bidder, whether in India or abroad; it shall be responsible for the completion and accuracy of all details (including the correct UPI ID for Bids by UPI Bidders) to be entered into the electronic bidding system of the Stock Exchanges based on the filled in Bid cum Application Form received by it including the correct UPI ID of the UPI Bidders and, subject to Clause 2.42.3, shall be responsible for any default, mistake or error in the Bid details uploaded by it it, or subsequent corrections including the UPI related details (as applicable) details, if such default, mistake or error are not solely attributable to it and in resolving investor grievances arising from such errors, if such errors are solely attributable to it; it shall ensure that the required documents are attached to the Bid cum Application Form prior to uploading any Bid including Bids by UPI BiddersBid, and it shall ensure that such Bids and UPI IDs (as applicable) are uploaded on the electronic bidding systems of the Stock Exchanges on a regular basis during the Bid/ Offer Period in compliance with the SEBI ICDR Regulations and SEBI Process CircularRegulations, and within such time as permitted by the Stock Exchanges and the SEBI ICDR Regulations; it shall forward a schedule in the format prescribed under the UPI Circulars along with the Bid cum Application Form (carrying its identification mark), other than Bids by UPI Bidders under the UPI Mechanism, to the branch of the respective SCSBs for blocking of funds, within such time as permitted by the Stock Exchanges and Applicable Law or within such other timeline as prescribed under the UPI Circulars;
(ixx) it shall, after uploading the Bid, affix a stamp and shall give an acknowledgment, either by way of a counterfoil acknowledgment or specifying specify the application number to the Bidder as proof of having accepted the Bid cum Application Form in physical or electronic form, respectively, in accordance with Applicable Law. Further, it shall retain the physical Bid cum Application Forms submitted by UPI Bidders Investors using UPI as a payment mechanism for a period of six months or such other period as may be prescribed, and shall thereafter forward such forms to the Company / Company/ Registrar; and shall maintain electronic records related to electronic Bid cum Application Forms submitted by such UPI Bidders Investors for a minimum period of three years or such other period as may be prescribed under Applicable Law;
(x) it will enter each Bid and UPI ID (if applicable) option into the electronic bidding system as a separate Bid within the timelines prescribed by SEBI and generate a transaction registration slip for each price and demand option and give the same to the Bidder on request;
(xi) it shall accept and upload Bids by ASBA Bidders only during the Bid/ Offer Period. In case of Anchor Investors, the BRLMs shall accept Bids only during the Anchor Investor Bid/ Offer Period as applicable Period;
(xii) it shall ensure that the “Do’s”, “Don’ts” and as “Grounds for Technical Rejection” specified in the General Information Document, Red ▇▇▇▇▇▇▇ Prospectus and Preliminary Offering Memorandum are addressed in accordance with the Applicable Lawsany Bid cum Application Forms collected by them;
(xiixiii) at the end of each day during the Bid/ Bid/Offer Period, the demand for the Equity Shares (excluding the allocation made to the Anchor Investors during the Anchor Investor Bid/ Bid/Offer Period) and the Bid prices shall be displayed on an online graphical display at its Bidding terminals, for information to the public;
(xiiixiv) it agrees that Anchor Investors shall upload/submit their Bids only through the BRLMs or their AffiliatesBRLMs. No other Member of the Syndicate shall solicit orders or collect Bids from any Anchor Investors. It agrees that the Members of the Syndicate (only in the Specified Locations) have the right to accept or reject Bids by QIBs (other than Anchor Investors). Further, Bids from QIBs can also be rejected, by the Company in consultation with the BRLMs, rejected on technical grounds or such grounds as described in the Offer Documents, in compliance with Applicable Law. Bids from Non-Institutional Bidders, and Retail Individual Bidders and UPI Bidders can be rejected on technical grounds only as described in the Offer Documents, in compliance with Applicable Law. It shall not accept any Bids (other than from Anchor Investors and Bids using the UPI mechanism)that Investors) that are not made through the ASBA process and shall be treated as invalid and liable to be rejectedprocess. UPI Bidders using UPI Mechanism, may also submit their ASBA Forms with the Registered Brokers, RTA or Depository Participants;
(xivxv) no Member of the Syndicate shall accept any Bids from any Overseas Corporate Body;
(xv) it shall procure ASBA Forms from Syndicate ASBA Bidders only at the Specified Locations;
(xvi) it shall ensure availability of adequate infrastructure and other facilities for Biddingfacilities, and that including at least one of the members of the Syndicate shall be present at the Specified Locations so that there is least one electronically linked computer terminal, for the purpose of Bidding and for data entry of the Bids in a timely manner at all the Specified Locations;
(xvii) except in relation to the Bids received from Anchor Investors, Bids and any revisions in Bids will be accepted only between 10.00 a.m. and 5.00 p.m. (Indian Standard Time) during the Bid/ Offer Period at the Specified Locations (except on Bid/ Offer Closing Date, which for QIBs may be one Working Day prior to the Bid/ Offer Closing Date for other categories of Bidders). On the Bid/ Offer Closing Date, Bids and any revisions in Bids will only be accepted between 10.00 a.m. (Indian Standard Time) and 3.00 p.m. (Indian Standard Time). On the Bid/ Offer Closing Date Bids shall be uploaded until (i) 4.00 p.m. (Indian Standard Time) in case of Bids by QIBs and Non-Institutional Investors; and (ii) until 5.00 p.m. (Indian Standard Time) or such extended time as permitted by the Stock Exchanges, in case of Bids by and Retail Individual Bidders after taking into account the total number of applications received up to the closure of timings and reported by the BRLMs to the Stock Exchanges. Bids will be accepted only on Working Days. The CompanyCompany may, in consultation with the Book Running Lead Managers may Managers, consider closing the Bid / Offer Period for QIBs one day prior to the Bid / Offer Closing Date in accordance with the SEBI ICDR Regulations. Any revision in the uploading time instructed by the Stock Exchanges shall be communicated to the Sub-Syndicate Members who in turn shall communicate such revision to their agents. It is clarified that Bids not uploaded on the electronic bidding system would be considered rejected. Bids by ASBA Bidders shall be uploaded in the electronic system to be provided by the Stock Exchanges by Designated Intermediaries in case of any discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical or electronic ASBA Form, for a particular Bidder, the details of the Bid file received from Stock Exchanges may be taken as final data for the purposes of Allotment.;
(xviii) it shall ensure that its Sub-Syndicate Members shall, as applicable and in accordance with the UPI Circulars, enter the following details of an ASBA Bidder who submits an ASBA Bid at the Specified Locations in the electronic bidding system: (a) symbol; (b) intermediary code; (c) intermediary name; (d) location code; (e) name of the bidder; (f) name of the bank; (g) bank code; (h) category – individual, corporate, QIB, eligible NRI, etc.; (i) PAN (of the sole/first Bidder); (j) number of Equity Shares Bid for; (k) price per Equity Share; (l) Bid cum Application Form number; (m) DP ID and Client ID; (n) quantity; (o) amount; (p) order number; (q) depository of the beneficiary account of the Bidder; and (r) UPI ID. For Anchor Investors, the BRLMs shall enter details of the respective Anchor Investor Bid Amount as well as the payment reference;
(xix) it and its Sub-Syndicate Members, if any, shall undertake necessary modifications of select fields in the Bid details, already uploaded by it during the Bid/Offer Period, in compliance with Applicable Law, including the UPI Circulars and the Exchange Circulars;
(xx) it shall provide the identification numbers (terminal IDs) of all Specified Locations and those of its Sub-Syndicate Members, if any, to the Registrar to the Offer together with such other information that may be necessary to enable the Registrar to the Offer to keep a record of the bidding at each such bidding center at the end of each day during the Bid/ Offer Period;
(xxi) it shall register and upload the Bids received by it and its Sub-Syndicate Members, onto the electronic bidding system as soon as practicable on the same Working Day on which the Bids are received (subject to the Stock Exchanges permitting such upload on the same Working Day). The BRLMs will instruct the Anchor Investors to deposit their Bid Amounts into the Escrow Accounts of the Company maintained with the designated Escrow Collection Banks for Anchor Investors, on the same day on which the Bid was received or any other period as agreed with the BRLMs in consultation with the Registrar to the Offer within the time period prescribed under the SEBI ICDR Regulations and other Applicable Law, and for the remaining Bid Amount (in cases where the Anchor Investor Allocation Price is lower than the Offer Price), on or prior to the Anchor Investor Pay-in Date; and it acknowledges that if the relevant Bid Amounts are not deposited within the time period stipulated herein, then such Bids are liable to be rejected;
(xxii) the Members of the Syndicate or any of their Sub-Syndicate Members shall enter details of a Bidder in the electronic bidding system as specified in the Red ▇▇▇▇▇▇▇ Prospectus, the Preliminary Offering Memorandum, the SEBI ICDR Regulations and any circular issued by the SEBI from time to time;
(xxiii) it shall ensure that all records of the Bids including the ASBA Forms (submitted by the Syndicate ASBA Bidders), together with supporting documents, are maintained and forwarded to the SCSBs, except in relation to Bids from UPI Bidders, within the time periods specified by the Stock Exchanges or the SEBI ICDR Regulations, the SEBI Process Circulars or UPI Circulars;
(xxiv) except for UPI Bidders, it shall ensure that it has affixed its stamp on each Bid cum Application Form forwarded by it to SCSBs or Escrow Collection Banks or the Registrar, as applicable, under “Broker’s/ SCSB Branch’s Stamp / RTA /CDP” (as applicable) as an acknowledgement of upload of the Bid in the electronic bidding system of the Stock Exchanges; Bid cum Application Forms (except electronic Bid cum Application Forms) that do not bear such stamp are liable to be rejected. It is however clarified that Bids by Anchor Investors do not get uploaded on electronic bidding system of the Stock Exchanges on the Anchor Investor Bidding Date;
(xxv) in relation to the Bids procured from Anchor Investors, the BRLMs shall be responsible for providing a schedule (including application number, payment instrument number/ RTGS / NEFT/ UTR control number and Bid Amount paid by Anchor Investors) to the Escrow Collection Bank during the Anchor Investor Bid/ Offer Period or any other period as agreed among the BRLMs in consultation with the Registrar to the Offer;
(xxvi) it shall provide the Registrar to the Offer with a daily record, with a separate section for each of its bidding centers and those of its Sub-Syndicate Members, details relating to the Bid cum Application Forms received from the Bidders, details regarding registration of the Bids and Bid Amounts (other than Bids collected by SCSBs, CDPs, RTAs and Registered Brokers). This record (except Bids by Anchor Investors, and Bids by UPI Bidders using the UPI mechanism) shall be made available to the Registrar no later than 5 p.m. IST on any given day, or any such time permissible under Applicable Law, as agreed w
Appears in 1 contract
Sources: Syndicate Agreement
RESPONSIBILITIES OF THE MEMBERS OF THE SYNDICATE.
3.1 Each Member of The Parties acknowledge that pursuant to SEBI ICDR Regulations and the SEBI Process Circulars, all Bidders (other than Anchor Investors) are required to mandatorily submit their Bids and participate in the Issue through the ASBA process and all Syndicate hereby, severally and not jointly, represents and warrants ASBA Bidders that are UPI Bidders are required to mandatorily Bid through the Company, each of the Selling Shareholders and to the other Parties, in relation to the Offer, that (a) it is an intermediary registered with SEBI and has a valid SEBI registration certificate for acting as a Member of the Syndicate (“Registration Certificate”) and UPI Mechanism. Any Retail Individual Bidder whose Bid has not been debarred or prohibited from acting as an intermediary by SEBI; and in considered for Allotment, due to failures on the event of withdrawal or cancellation of their Registration Certificate, such Member part of the Syndicate shall promptly inform SCSB may seek redressal from the fact of such withdrawal or cancellation to other Parties; and (b) this Agreement has been duly authorized, executed and delivered by it, and is a valid and legally binding obligation of such Member concerned SCSB within three months of the Syndicate listing date in accordance with the terms SEBI Master Circular for Issue of this AgreementCapital and Disclosure Requirements (SEBI/HO/CFD/PoD-2/P/CIR/2023/00094 dated June 21, 2023).
3.2 Subject to Clauses 3.3, 3.4 and Clause 3.5 below, each of the Members members of the Syndicate shall have the following responsibilities and obligations in relation to the OfferIssue, and each Member member of the Syndicate hereby severally (and not jointly, or jointly and severally) represents, warrants, agrees, covenants and undertakes to the Company, the Selling Shareholders and other Members members of the Syndicate Syndicate, on behalf of itselfitself for the Bids procured by it, and to the extent relevant, its respective Sub-Syndicate Members thatMembers:
(i) it, or the respective Sub-Syndicate Member appointed by it, shall be responsible for collection of Bids (including Bids using the UPI Mechanism) from the ASBA Bidders bidding through any Member of the Syndicate or their respective Sub-Syndicate Members (other than Bids directly submitted to the SCSBs or Bids collected by Registered Brokers at the Broker Centres, CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations or the Bids submitted by the Anchor Investors to the BRLMsLocations), only at the Specified Locations, as applicable, in the manner specified in this Agreement, the SEBI ICDR Regulations, the Offer Issue Documents, the terms of the Bid cum Application Form, other Applicable Laws and instructions issued jointly by the BRLMs Lead Managers and the Registrar to the OfferIssue. Provided however that the Syndicate Members shall not be liable, in the event of any failure of Bids on account of any non-bidding, error, fraud or malpractice by the relevant SCSB with whom such Syndicate syndicate ASBA Bid was submitted, deposited or forwarded by the Members of the Syndicate, the Member of the Syndicate shall not be liable and the relevant SCSB shall be responsible for the same;
(ii) it shall follow all instructions issued by the BRLMs and the Registrar to the Offer, in accordance with Applicable Law and this Agreement, in dealing with the Bid cum Application Forms including with respect to (a) the Bids submitted by QIBs (including Anchor Investors which shall be in accordance with Clause 3.5 below) and (b) the Bids submitted through their respective Sub-Syndicate Members, as applicable, at Specified Locations;
(iii) all Bids (other than Bids by UPI Bidders) shall be submitted to an SCSB for uploading and blocking of the funds and uploading on the electronic bidding platform of the Stock Exchanges;
(iviii) any Bids submitted by the Syndicate/ their respective Sub-Syndicate Members to an SCSB shall be made on a special Bid cum Application Form and the heading/ watermark “Syndicate ASBA” must be used by the Syndicate/ Sub-Syndicate Member along with the SM Code and Broker Code mentioned on such special Bid cum Application Form to be eligible for brokerage on Allotment. However, any such special Bid cum Application .
(iv) it will not accept ASBA Forms used for Bids by from UPI Bidders shall that do not be eligible for brokerageuse UPI as a payment mechanism or if the UPI ID is not stated in the ASBA Form, in accordance with the SEBI Process Circulars and the UPI Circulars;
(v) it agrees and acknowledges that the Bids by Anchor Investors shall be submitted at the select offices of the BRLMs and shall not be collected follow all instructions issued by the Syndicate Members;
(vi) it shall procure Book Running Lead Managers and the Registrar in dealing with the Bid cum Application Forms from (including with respect to Bids by the Syndicate ASBA Bidders bidding through any Member of and the Syndicate Anchor Investors) procured by it or their its respective Sub-Syndicate Members, as applicableif any, only at the Specified Locations;
(vii) it shall accept Bids from Bidders (other than Anchor Investors) only through ASBA process in terms of the SEBI Process Circulars. Bids through any other modes (other than Bids submitted by Anchor Investors) shall be treated as invalid and be rejected. If it accepts any Bids through modes other than ASBA process (other than Bids submitted by Anchor Investors), it shall be solely responsible for any consequences arising as a result of accepting such Bid and for resolving any investor grievances arising as a result thereof;
(viiivi) it shall not register/upload any Bid without first accepting the duly filled Bid cum Application Form in writing (including via facsimile), from the Bidder, whether in India or abroad; it shall be responsible for the completion and accuracy of all details (including the correct UPI ID for Bids by UPI Bidders) to be entered into the electronic bidding system of the Stock Exchanges based on the filled in Bid cum Application Form received by it including the correct UPI ID of the UPI Bidders Bidder and, subject to Clause 2.42.3, shall be responsible for any default, mistake or error in the Bid details uploaded by it or subsequent corrections including the UPI related details (as applicable) if such default, mistake or error are solely attributable to it and in resolving investor grievances arising from such errors, if such errors are solely attributable to it; it shall ensure that the required documents are attached to the Bid cum Application Form prior to uploading any Bid including Bids by UPI BiddersBid, and it shall ensure that such Bids and UPI IDs (as applicable) are uploaded on the electronic bidding systems of the Stock Exchanges on a regular basis during the Bid/ Offer Period in compliance with the SEBI ICDR Regulations and SEBI Process CircularRegulations, and within such time as permitted by the Stock Exchanges and the SEBI ICDR Regulations; it shall forward a schedule in the format prescribed under the UPI Circulars along with the Bid cum Application Form (carrying its identification markmark irrespective of the terminal from which the Bid has been uploaded), other than Bids by UPI Bidders under the UPI Mechanism, to the branch of the respective SCSBs for blocking of funds, within such time as permitted by the Stock Exchanges and Applicable Law or within such other timeline as prescribed under the UPI Circulars;
(ixvii) it shall, shall after uploading the Bid, affix a stamp and give an acknowledgment, acknowledgment either by way of a counterfoil or specifying the application number to the Bidder as proof of having accepted the Bid cum Application Form in physical or electronic form, respectively, in accordance with Applicable Law. Further, it shall retain the physical Bid cum Application Forms submitted by UPI Bidders using UPI as a payment mechanism for a period of six months or such other period as may be prescribed, and shall thereafter forward such forms to the Company / RegistrarCompany; and shall maintain electronic records related to electronic Bid cum Application Forms submitted by such UPI Bidders for a minimum period of three years or such other period as may be prescribed under Applicable Law.;
(xviii) it will enter each Bid option and UPI ID (if applicable) option into the electronic bidding system as a separate Bid within the timelines prescribed by SEBI and generate a transaction registration slip an Acknowledgement Slip for each price and demand option and give such Acknowledgement Slip to the same Bidder. It shall also furnish an Acknowledgement Slip to the Bidder on request;
(xiix) it shall register and upload the Bids received by it and its Sub-Syndicate Members, in relation thereto such as UPI ID, onto the electronic bidding system as soon as practicable on the same Working Day on which the Bids are received (subject to the Stock Exchanges permitting such upload on the same Working Day).
(x) it shall accept and upload Bids by ASBA Bidders only during the Bid/ Offer Bid/Issue Period. The members of the Syndicate shall indicate any revision in Price Band or change in Bid/Issue Period on the relevant website and the terminals of the members of the Syndicate, pursuant to any public notice that may be released by the Company in this regard. In case of Anchor Investors, the BRLMs Book Running Lead Managers shall accept Bids only during on the Anchor Investor Bid/ Offer Period as applicable Bidding Date;
(xi) it shall ensure that the “Do’s”, “Don’ts” and as “Grounds for Technical Rejection” specified in the Red ▇▇▇▇▇▇▇ Prospectus and Preliminary Issue Memorandum are addressed in accordance with any Bid cum Application Forms collected by them, including ensuring that the PAN (except for ASBA Bids on behalf of the Central or State Government, officials appointed by a court of law, ▇▇▇▇▇▇▇ residing in the state of Sikkim or Bidders who are exempt from holding a PAN under Applicable LawsLaw), DP ID and Client ID, UPI ID if applicable, of the ASBA Bidder are quoted in the Bid cum Application Form. In case of residents of Sikkim, the members of the Syndicate shall verify the veracity of the claim of the investors that they are residents of Sikkim by collecting sufficient documentary evidence in support of their address as provided in the SEBI Circular MRD/DoP/Dep/Cir-29/2004 dated August 24, 2004;
(xii) at the end of each day during the Bid/ Offer Bid/Issue Period, the demand for the Equity Shares (excluding the allocation made to the Anchor Investors during on the Anchor Investor Bid/ Offer PeriodBidding Date) and the Bid prices shall be displayed on an online graphical display at its Bidding terminals, for information to the public;
(xiii) it agrees that Anchor Investors shall upload/submit their Bids only through the BRLMs Book Running Lead Managers or their Affiliatesrespective affiliates. No other Member member of the Syndicate shall solicit orders or collect Bids from any Anchor Investors. It agrees that the Members members of the Syndicate (only in the Specified Locations) have the right to accept or reject Bids by QIBs (other than Anchor Investors). Further, Bids from QIBs can also be rejected, rejected by the Company Company, in consultation with the BRLMs, Book Running Lead Managers on technical grounds or such grounds as described in the Offer Issue Documents, in compliance with the Applicable Law. Bids from Non-Non- Institutional Bidders, Retail Individual Bidders and UPI Bidders can be rejected on technical grounds only as described in the Offer Documents, in compliance with Applicable Lawonly. It shall not accept any Bids (other than from Anchor Investors and Bids using the UPI mechanism)that Investors) that are not made through the ASBA process and shall be treated as invalid and liable to be rejectedprocess. UPI Bidders using UPI Mechanismmechanism, may also submit their ASBA Forms with the Registered Brokers, RTA CRTA or Depository Participants;
(xiv) no Member member of the Syndicate shall accept any Bids from any Overseas Corporate Body;
(xv) it shall procure ASBA Forms from Syndicate ASBA Bidders only at the Specified Locations;
(xvi) it shall ensure the availability of adequate infrastructure and other facilities for Biddingfacilities, and that including at least one of the members of the Syndicate shall be present at the Specified Locations so that there is least one electronically linked computer terminal, terminal at all the Specified Locations is available for the purpose of Bidding and for data entry of the Bids in a timely manner at all the Specified Locationsmanner;
(xvii) except in relation to the Bids received from Anchor Investors, Bids and any revisions in Bids will be accepted only between 10.00 10:00 a.m. IST and 5.00 5:00 p.m. (Indian Standard Time) IST during the Bid/ Offer Bid/Issue Period (except on the Bid/Issue Closing Date) at the Specified Locations (except on Bid/ Offer Closing Date, which for QIBs may be one Working Day prior to the Bid/ Offer Closing Date for other categories of Bidders)Locations. On the Bid/ Offer Bid/Issue Closing Date, Bids and any revisions in Bids will only be accepted between 10.00 10:00 a.m. (Indian Standard Time) IST and 3.00 3:00 p.m. (Indian Standard Time). On the Bid/ Offer Closing Date Bids shall be IST and uploaded until (i) 4.00 4:00 p.m. (Indian Standard Time) IST in case of Bids by QIBs and Non-Institutional InvestorsBidders; and (ii) until 5.00 5:00 p.m. (Indian Standard Time) IST or such extended time as permitted by the Stock Exchanges, in case of Bids by Retail Individual Bidders Investors, after taking into account the total number of applications received up to the closure of timings and reported by the BRLMs Book Running Lead Managers to the Stock Exchanges. The Company may, in consultation with the Book Running Lead Managers, consider closing the Bid / Issue Period for QIBs one working day prior to the Bid / Issue Closing Date in accordance with the SEBI ICDR Regulations. Bids will be accepted only on Working Days. The Company, in consultation with the Book Running Lead Managers may consider closing the Bid / Offer Period for QIBs one day prior to the Bid / Offer Closing Date in accordance with the SEBI ICDR Regulations. Any revision in the uploading time instructed by the Stock Exchanges shall be communicated to the Sub-Syndicate Members who in turn shall communicate such revision to their agents. It is clarified that Bids not uploaded on the electronic bidding system would be considered rejected. Due to limitation of time available for uploading Bids on the Bid / Issue Closing Date, Bidders are advised to submit Bids one day prior to the Bid / Issue Closing Date and, in any case, no later than the time specified by the Syndicate on the Bid / Issue Closing Date. If a large number of Bids are received on the Bid / Issue Closing Date, as is typically experienced in public issues, which may lead to some Bids not being uploaded due to lack of sufficient time to upload, such Bids that cannot be uploaded on the electronic bidding system will not be considered for allocation in the Issue. Bids will be accepted only on Working Days. Bids by ASBA Bidders shall be uploaded in the electronic system to be provided by the Stock Exchanges by for the Designated Intermediaries Intermediaries; in case of any discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical or electronic ASBA Form, for a particular Bidder, the details of the Bid file received from Stock Exchanges may be taken as final data for the purposes of Allotment;.
(xviii) it shall ensure that its Sub-Syndicate Members shall, as applicable and in accordance with the UPI Circulars, enter the following details of an ASBA Bidder who submits an ASBA Bid at the Specified Locations in the electronic bidding system: (a) symbol; (b) intermediary code; (c) intermediary name; (d) location code; (e) name of the bidder; (f) name of the bank; (g) bank code; (h) category – individual, corporate, QIB, eligible NRI, etc.; (i) PAN (of the sole/first Bidder); (j) number of Equity Shares Bid for; (k) price per Equity Share; (l) Bid cum Application Form number; (m) DP ID and Client ID; (n) UPI ID; (o) quantity; (o) amount; (p) order number; and (q) depository of the beneficiary account of the Bidder; and (r) UPI ID. For Anchor Investors, the BRLMs Book Running Lead Managers shall enter details of the respective Anchor Investor Bid Amount as well as the payment reference;
(xix) it and its Sub-Syndicate Members, if any, any shall undertake necessary modifications of select fields in the Bid detailsdetails including UPI ID (as applicable), already uploaded by it during the Bid/Offer Period, Issue Period and up to the permissible time on the Working Day following the Bid/Issue Closing Date in terms of and in compliance with Applicable Law, including the UPI Circulars and Circulars. It shall also be responsible for providing necessary guidance to UPI Bidders for using the Exchange CircularsUPI Mechanism;
(xx) it shall provide the identification numbers (terminal IDs) of all Specified Locations its Bidding Centres and those of its Sub-Syndicate Members, if any, to the Registrar to the Offer Issue together with such other information that may be necessary to enable the Registrar to the Offer Issue to keep a record of the bidding at each such bidding center Bidding Centre at the end of each day during the Bid/ Offer Bid/Issue Period;
(xxi) it shall register and upload the Bids received by it and its Sub-Syndicate Members, onto the electronic bidding system as soon as practicable on the same Working Day on which the Bids are received (subject to the Stock Exchanges permitting such upload on the same Working Day). The BRLMs Book Running Lead Managers will instruct the Anchor Investors to deposit their Bid Amounts into the Escrow Accounts of the Company maintained with the designated Escrow Collection Banks for Anchor Investors, on the same day on which the Bid was received or any other period as agreed with the BRLMs Book Running Lead Managers in consultation with the Registrar to the Offer Issue within the time period prescribed under the SEBI ICDR Regulations and other Applicable Law, and for the remaining Bid Amount (in cases where the Anchor Investor Allocation Price is lower than the Offer Issue Price), on or prior to the Anchor Investor Pay-in Date; and it acknowledges that if the relevant Bid Amounts are not deposited within the time period stipulated herein, then such Bids are liable to be rejected. It does not comply with its obligations, within the time period stipulated herein, the relevant Escrow Collection Banks or SCSB, as the case may be, on the advice of the Registrar and/or the Lead Manager, may not accept the relevant Bid Amounts and the Bid cum Application Forms;
(xxii) it shall not collect or deposit payment instruments drawn in favor of the Members Company or any other party or account, other than in favor of the designated Escrow Accounts as specified in the Bid cum Application Form, the Red ▇▇▇▇▇▇▇ Prospectus and the Preliminary Issue Memorandum; and with respect to Bids by the Syndicate ASBA Bidders who have chosen a non-UPI payment mechanism, it shall not accept any ASBA Form without satisfying itself that the SCSB where the ASBA Account is maintained, as specified in the ASBA Form, has named at least one Designated Branch in that Specified Location in which member of the Syndicate or any of their Sub-its Sub- Syndicate Members is accepting the ASBA Form or in case the Syndicate ASBA Bidder has chosen UPI as the mode of payment, the ASBA Form contains the UPI ID for such Bidder linked to a bank account of an SCSB notified by the SEBI which is live on UPI 2.0.;
(xxiii) in relation to the Bids procured from Anchor Investors, the Book Running Lead Managers shall enter be responsible for providing a schedule (including application number, payment instrument number/ RTGS / NEFT/ UTR control number/ lock-in details of a Bidder and Bid Amount paid by Anchor Investors) to the Escrow Collection Bank on the Anchor Investor Bidding Date or any other period as agreed among the Book Running Lead Managers in consultation with the electronic bidding system Registrar to the Issue;
(xxiv) as specified in the Red ▇▇▇▇▇▇▇ Prospectus, the Preliminary Offering Memorandum, Issue Memorandum and the SEBI ICDR Regulations Regulations, the members of the Syndicate or any of their Sub-Syndicate Members (which are entities otherwise eligible to act as a syndicate member and any circular issued by have a valid SEBI registration certificate) shall enter the SEBI from time to timedetails of a Bidder, including UPI ID, if applicable, in the electronic bidding system;
(xxiiixxv) it shall ensure that all records of the Bids including the ASBA Forms (submitted by the Syndicate ASBA Bidders), together with supporting documents, are maintained and forwarded to the SCSBs, except in relation to Bids from UPI Bidders, within the time periods specified by the Stock Exchanges or the SEBI ICDR Regulations, the SEBI Process Circulars or UPI Circulars;
(xxiv) except for UPI Bidders, it shall ensure that it has affixed its stamp on each Bid cum Application Form forwarded by it to SCSBs or Escrow Collection Banks or the Registrar, as applicable, under “Broker’s/ SCSB Branch’s Stamp / RTA /CDP” (as applicable) as an acknowledgement of upload of the Bid in the electronic bidding system of the Stock Exchanges; Bid cum Application Forms (except electronic Bid cum Application Forms) that do not bear such stamp are liable to be rejected. It is however clarified that Bids by Anchor Investors do not get uploaded on electronic bidding system of the Stock Exchanges on the Anchor Investor Bidding Date;
(xxv) in relation to the Bids procured from Anchor Investors, the BRLMs shall be responsible for providing a schedule (including application number, payment instrument number/ RTGS / NEFT/ UTR control number and Bid Amount paid by Anchor Investors) to the Escrow Collection Bank during the Anchor Investor Bid/ Offer Period or any other period as agreed among the BRLMs in consultation with the Registrar to the Offer;
(xxvi) it shall provide the Registrar to the Offer with a daily record, with a separate section for each of its bidding centers and those of its Sub-Syndicate Members, details relating to the Bid cum Application Forms received from the Bidders, details regarding registration of the Bids and Bid Amounts (other than Bids collected by SCSBs, CDPs, RTAs and Registered Brokers). This record (except Bids by Anchor Investors, and Bids by UPI Bidders using the UPI mechanism) shall be made available to the Registrar no later than 5 p.m. IST on any given day, or any such time permissible under Applicable Law, as agreed wS
Appears in 1 contract
Sources: Syndicate Agreement
RESPONSIBILITIES OF THE MEMBERS OF THE SYNDICATE. 3.1 The Parties acknowledge that pursuant to the SEBI ICDR Regulations and SEBI Process Circular, all ASBA Bidders are required to mandatorily submit their Bids and participate in the Offer through the ASBA process. Any RIB whose Bid has not been considered for Allotment, due to failures on the part of the SCSB may seek redressal from the concerned SCSB within three months of the listing date in accordance with the June 21 Master Circular and the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 (as amended) and SEBI Circular no. SEBI/HO/MIRSD/DOS3/P/CIR/2 dated June 3, 2022.
3.1 3.2 Each Member member of the Syndicate hereby, severally and not jointly, represents represents, undertakes and warrants to the Company, Company and each of the Selling Shareholders and to the other PartiesShareholders, in relation to the Offer, that Offer that: (a) it is an intermediary registered with SEBI and has a valid SEBI registration certificate for acting as a Member of the Syndicate (“Registration Certificate”) and has not been debarred or prohibited from acting as an intermediary by SEBIcertificate; and in the event of withdrawal or cancellation of their Registration Certificate, such Member of the Syndicate shall promptly inform the fact of such withdrawal or cancellation to other Parties; and (b) this Agreement has been duly authorized, executed and delivered by it, and is a valid and legally binding obligation of such Member member of the Syndicate; and (c) it has not been debarred or prohibited (including any ad interim prohibition) from acting as an intermediary by SEBI or any other regulatory authority, and in the event of withdrawal or cancellation of its registration, each member of the Syndicate in accordance with shall as soon as reasonably practicable inform the terms fact of this Agreementsuch withdrawal or cancellation to other Parties.
3.2 3.3 Subject to Clauses 3.3, 3.4 and 3.5 below, each of the Members members of the Syndicate shall have the following responsibilities and obligations in relation to the Offer, Offer and each Member member of the Syndicate hereby severally (and not jointly, or jointly and severally) represents, warrants, agrees, covenants and undertakes to each of the Company, the Selling Shareholders and other Members members of the Syndicate on behalf of itself, and to the extent relevant, its respective Sub-Syndicate Members that:
(i) it, or the respective Sub-Syndicate Member Members appointed by it, shall be responsible for collection of Bids (including Bids using the UPI Mechanism) from the Syndicate ASBA Bidders bidding through any Member of and only the Syndicate or their respective Sub-Syndicate Members (other than Bids directly submitted to the SCSBs or Bids collected by Registered Brokers at the Broker Centres, CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations or the Bids submitted by BRLMs shall be responsible for instructing the Anchor Investors to deposit the BRLMs), only at Bid Amount in the Specified Locations, as applicable, Escrow Account in the manner specified in this Agreement, the SEBI ICDR RegulationsRegulations and any other Applicable Law, the Offer DocumentsRed ▇▇▇▇▇▇▇ Prospectus, the Prospectus, the Preliminary Offering Memorandum, the Final Offering Memorandum, the terms of the Bid cum Application Form, other Applicable Laws Form and the Allotment Advice and instructions issued jointly by the BRLMs and the Registrar to the Offer. Provided that in the event of any failure of Bids on account of any non-biddingRegistrar, error, fraud or malpractice by the relevant SCSB with whom such Syndicate ASBA Bid was submitted, deposited or forwarded by the Members of the Syndicate, the Member of the Syndicate shall not be liable and the relevant SCSB shall be responsible for the sameas applicable;
(ii) it agrees and acknowledges that the Bids by Anchor Investors shall follow all instructions issued by be submitted at the select offices of the BRLMs and shall not be collected by the Registrar to the Offer, in accordance with Applicable Law and this Agreement, in dealing with the Bid cum Application Forms including with respect to (a) the Bids submitted by QIBs (including Anchor Investors which shall be in accordance with Clause 3.5 below) and (b) the Bids submitted through their respective Sub-Syndicate Members, as applicable, at Specified Locations;
(iii) all Bids (other than Bids by UPI Bidders) shall be submitted to an SCSB for uploading and blocking of the funds and uploading on the electronic bidding platform of the Stock Exchanges;
(iv) any Bids submitted by the Syndicate/ their respective Sub-Syndicate Members to an SCSB shall be made on a special Bid cum Application Form and the heading/ watermark “Syndicate ASBA” must be used by the Syndicate/ Sub-Syndicate Member Members along with the SM Code and Broker Code mentioned on such special Bid cum Application Form to be eligible for brokerage on Allotment. However, any such special Bid cum Application Forms used for Bids by UPI Bidders shall not be eligible for brokerage;
(v) it agrees and acknowledges that the Bids shall follow all instructions issued by Anchor Investors shall be submitted at the select offices of the BRLMs and shall not be collected by the Syndicate Members;
(vi) it shall procure Registrar in dealing with the Bid cum Application Forms from ASBA Bidders bidding through including with respect to the Bids submitted to any Member member of the Syndicate or and their respective Sub-Syndicate Members, as applicable, only at the Specified Locations;
(viivi) it shall accept Bids from ASBA Bidders (other than Anchor Investors) only through ASBA process in terms of the SEBI Process CircularsCircular only at the Specified Locations. Bids through any other modes by any Bidder (other than except Bids submitted by Anchor InvestorsInvestors which shall only be submitted at the select offices of the BRLMs) shall be treated as invalid and be rejected. If rejected and it accepts any Bids through modes other than ASBA process (other than Bids submitted by Anchor Investors), it shall be solely responsible for any consequences arising will not accept Bid cum Application Forms from Retail Individual Bidders that does not use UPI as a result of accepting such Bid and for resolving any investor grievances arising as a result thereofpayment mechanism in accordance with the UPI mechanism under the UPI Circulars;
(viiivii) it shall not register/upload any Bid without first accepting the duly filled Bid cum Application Form in writing (including via facsimile), from the Bidder, whether in India or abroad; it shall be responsible for the completion and accuracy of all details (details, including the correct UPI ID for Bids by UPI Bidders) ID, as applicable, to be entered into the electronic bidding system of the Stock Exchanges based on the filled filled-in Bid cum Application Form received by it including the correct UPI ID of the UPI Bidders and, subject to Clause 2.4, and shall be responsible for any defaultdefaults, mistake mistakes or error errors in the Bid details uploaded by it or subsequent corrections including the UPI related details (as applicable) if such default, mistake or error are solely attributable to it and in for resolving any investor grievances arising from as a result of such errorsdefaults, if mistakes or errors in the data entry, to the extent such errors are error is solely attributable to it; it shall ensure that the required documents are attached to the Bid cum Application Form prior to uploading any Bid including Bids by UPI Bidders, and it shall ensure that such Bids are uploaded on the electronic bidding systems of the Stock Exchanges on a regular basis during the Bid/ Offer Period in compliance with the SEBI ICDR Regulations and SEBI Process Circular, and within such time as permitted by the Stock Exchanges and the SEBI ICDR Regulations; it shall forward a schedule in the format prescribed under the UPI Circulars along with the Bid cum Application Form (carrying its identification mark), other than Bids by UPI Bidders under the UPI Mechanism, to the branch of the respective SCSBs for blocking of funds, within such time as permitted by the Stock Exchanges and Applicable Law or within such other timeline as prescribed under the UPI Circulars;
(ix) it shall, after uploading the Bid, affix a stamp and give an acknowledgment, either by way of a counterfoil or specifying the application number to the Bidder as proof of having accepted the Bid cum Application Form in physical or electronic form, respectively, in accordance with Applicable Law. Further, it shall retain the physical Bid cum Application Forms submitted by UPI Bidders using UPI as a payment mechanism for a period of six months or such other period as may be prescribed, and shall thereafter forward such forms to the Company / Registrar; and shall maintain electronic records related to electronic Bid cum Application Forms submitted by such UPI Bidders for a minimum period of three years or such other period as may be prescribed under Applicable Law;
(x) it will enter each Bid and UPI ID (if applicable) option into the electronic bidding system as a separate Bid within the timelines prescribed by SEBI and generate a transaction registration slip for each price and demand option and give the same to the Bidder on request;
(xi) it shall accept and upload Bids by ASBA Bidders only during the Bid/ Offer Period. In case of Anchor Investors, the BRLMs shall accept Bids only during the Anchor Investor Bid/ Offer Period as applicable and as specified in the Red ▇▇▇▇▇▇▇ Prospectus and in accordance with the Applicable Laws;
(xii) at the end of each day during the Bid/ Offer Period, the demand for the Equity Shares (excluding the allocation made to the Anchor Investors during the Anchor Investor Bid/ Offer Period) and the Bid prices shall be displayed on an online graphical display at its Bidding terminals, for information to the public;
(xiii) it agrees that Anchor Investors shall upload/submit their Bids only through the BRLMs or their Affiliates. No other Member of the Syndicate shall solicit orders or collect Bids from any Anchor Investors. It agrees that the Members of the Syndicate (only in the Specified Locations) have the right to accept or reject Bids by QIBs (other than Anchor Investors). Further, Bids from QIBs can also be rejected, by the Company in consultation with the BRLMs, on technical grounds or such grounds as described in the Offer Documents, in compliance with Applicable Law. Bids from Non-Institutional Bidders, Retail Individual Bidders and UPI Bidders can be rejected on technical grounds only as described in the Offer Documents, in compliance with Applicable Law. It shall not accept any Bids (other than from Anchor Investors and Bids using the UPI mechanism)that are not made through the ASBA process and shall be treated as invalid and liable to be rejected. UPI Bidders using UPI Mechanism, may also submit their ASBA Forms with the Registered Brokers, RTA or Depository Participants;
(xiv) no Member of the Syndicate shall accept any Bids from any Overseas Corporate Body;
(xv) it shall procure ASBA Forms from Syndicate ASBA Bidders only at the Specified Locations;
(xvi) it shall ensure availability of adequate infrastructure and other facilities for Bidding, and that at least one of the members of the Syndicate shall be present at the Specified Locations so that there is least one electronically linked computer terminal, for the purpose of Bidding and for data entry of the Bids in a timely manner at all the Specified Locations;
(xvii) except in relation to the Bids received from Anchor Investors, Bids and any revisions in Bids will be accepted only between 10.00 a.m. and 5.00 p.m. (Indian Standard Time) during the Bid/ Offer Period at the Specified Locations (except on Bid/ Offer Closing Date, which for QIBs may be one Working Day prior to the Bid/ Offer Closing Date for other categories of Bidders). On the Bid/ Offer Closing Date, Bids and any revisions in Bids will only be accepted between 10.00 a.m. (Indian Standard Time) and 3.00 p.m. (Indian Standard Time). On the Bid/ Offer Closing Date Bids shall be uploaded until (i) 4.00 p.m. (Indian Standard Time) in case of Bids by QIBs and Non-Institutional Investors; and (ii) until 5.00 p.m. (Indian Standard Time) or such extended time as permitted by the Stock Exchanges, in case of Bids by Retail Individual Bidders after taking into account the total number of applications received up to the closure of timings and reported by the BRLMs to the Stock Exchanges. Bids will be accepted only on Working Days. The Company, in consultation with the Book Running Lead Managers may consider closing the Bid / Offer Period for QIBs one day prior to the Bid / Offer Closing Date in accordance with the SEBI ICDR Regulations. Any revision in the uploading time instructed by the Stock Exchanges shall be communicated to the Sub-Syndicate Members who in turn shall communicate such revision to their agents. It is clarified that Bids not uploaded on the electronic bidding system would be considered rejected. Bids by ASBA Bidders shall be uploaded in the electronic system to be provided by the Stock Exchanges by Designated Intermediaries in case of any discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical or electronic ASBA Form, for a particular Bidder, the details of the Bid file received from Stock Exchanges may be taken as final data for the purposes of Allotment;
(xviii) it shall ensure that its Sub-Syndicate Members shall, as applicable and in accordance with the UPI Circulars, enter the following details of an ASBA Bidder who submits an ASBA Bid at the Specified Locations in the electronic bidding system: (a) symbol; (b) intermediary code; (c) intermediary name; (d) location code; (e) name of the bidder; (f) name of the bank; (g) bank code; (h) category – individual, corporate, QIB, eligible NRI, etc.; (i) PAN (of the sole/first Bidder); (j) number of Equity Shares Bid for; (k) price per Equity Share; (l) Bid cum Application Form number; (m) DP ID and Client ID; (n) quantity; (o) amount; (p) order number; (q) depository of the beneficiary account of the Bidder; and (r) UPI ID. For Anchor Investors, the BRLMs shall enter details of the respective Anchor Investor Bid Amount as well as the payment reference;
(xix) it and its Sub-Syndicate Members, if any, shall undertake necessary modifications of select fields in the Bid details, already uploaded by it during the Bid/Offer Period, in compliance with Applicable Law, including the UPI Circulars and the Exchange Circulars;
(xx) it shall provide the identification numbers (terminal IDs) of all Specified Locations and those of its Sub-Syndicate Members, if any, to the Registrar to the Offer together with such other information that may be necessary to enable the Registrar to the Offer to keep a record of the bidding at each such bidding center at the end of each day during the Bid/ Offer Period;
(xxi) it shall register and upload the Bids received by it and its Sub-Syndicate Members, onto the electronic bidding system as soon as practicable on the same Working Day on which the Bids are received (subject to the Stock Exchanges permitting such upload on the same Working Day). The BRLMs will instruct the Anchor Investors to deposit their Bid Amounts into the Escrow Accounts of the Company maintained with the designated Escrow Collection Banks for Anchor Investors, on the same day on which the Bid was received or any other period as agreed with the BRLMs in consultation with the Registrar to the Offer within the time period prescribed under the SEBI ICDR Regulations and other Applicable Law, and for the remaining Bid Amount (in cases where the Anchor Investor Allocation Price is lower than the Offer Price), on or prior to the Anchor Investor Pay-in Date; and it acknowledges that if the relevant Bid Amounts are not deposited within the time period stipulated herein, then such Bids are liable to be rejected;
(xxii) the Members of the Syndicate or any of their Sub-Syndicate Members shall enter details of a Bidder in the electronic bidding system as specified in the Red ▇▇▇▇▇▇▇ Prospectus, the Preliminary Offering Memorandum, the SEBI ICDR Regulations and any circular issued by the SEBI from time to time;
(xxiii) it shall ensure that all records of the Bids including the ASBA Forms (submitted by the Syndicate ASBA Bidders), together with supporting documents, are maintained and forwarded to the SCSBs, except in relation to Bids from UPI Bidders, within the time periods specified by the Stock Exchanges or the SEBI ICDR Regulations, the SEBI Process Circulars or UPI Circulars;
(xxiv) except for UPI Bidders, it shall ensure that it has affixed its stamp on each Bid cum Application Form forwarded by it to SCSBs or Escrow Collection Banks or the Registrar, as applicable, under “Broker’s/ SCSB Branch’s Stamp / RTA /CDP” (as applicable) as an acknowledgement of upload of the Bid in the electronic bidding system of the Stock Exchanges; Bid cum Application Forms (except electronic Bid cum Application Forms) that do not bear such stamp are liable to be rejected. It is however clarified that Bids by Anchor Investors do not get uploaded on electronic bidding system of the Stock Exchanges on the Anchor Investor Bidding Date;
(xxv) in relation to the Bids procured from Anchor Investors, the BRLMs shall be responsible for providing a schedule (including application number, payment instrument number/ RTGS / NEFT/ UTR control number and Bid Amount paid by Anchor Investors) to the Escrow Collection Bank during the Anchor Investor Bid/ Offer Period or any other period as agreed among the BRLMs in consultation with the Registrar to the Offer;
(xxvi) it shall provide the Registrar to the Offer with a daily record, with a separate section for each of its bidding centers and those of its Sub-Syndicate Members, details relating to the Bid cum Application Forms received from the Bidders, details regarding registration of the Bids and Bid Amounts (other than Bids collected by SCSBs, CDPs, RTAs and Registered Brokers). This record (except Bids by Anchor Investors, and Bids by UPI Bidders using the UPI mechanism) shall be made available to the Registrar no later than 5 p.m. IST on any given day, or any such time permissible under Applicable Law, as agreed w
Appears in 1 contract
Sources: Syndicate Agreement
RESPONSIBILITIES OF THE MEMBERS OF THE SYNDICATE.
3.1 Each Member of The Parties acknowledge that pursuant to SEBI ICDR Regulations and the Syndicate herebySEBI Process Circulars, severally all Bidders (other than Anchor Investors) are required to mandatorily submit their Bids and not jointly, represents and warrants to the Company, each of the Selling Shareholders and to the other Parties, in relation to the Offer, that (a) it is an intermediary registered with SEBI and has a valid SEBI registration certificate for acting as a Member of the Syndicate (“Registration Certificate”) and has not been debarred or prohibited from acting as an intermediary by SEBI; and participate in the event of withdrawal or cancellation of their Registration Certificate, such Member of Offer through the ASBA process and all Syndicate shall promptly inform ASBA Bidders that are UPI Bidders are required to mandatorily Bid through the fact of such withdrawal or cancellation to other Parties; and (b) this Agreement has been duly authorized, executed and delivered by it, and is a valid and legally binding obligation of such Member of the Syndicate in accordance with the terms of this AgreementUPI Mechanism.
3.2 Subject to Clauses 3.3, 3.4 and Clause 3.5 below, each of the Members members of the Syndicate shall have the following responsibilities and obligations in relation to the Offer, and each Member member of the Syndicate hereby severally (and not jointly, or jointly and severally) represents, warrants, agrees, covenants and undertakes to the Company, the Selling Shareholders and other Members members of the Syndicate Syndicate, on behalf of itself, and to the extent relevant, its respective Sub-Syndicate Members thatsyndicate Members:
(i) it, or the respective Sub-Syndicate Member appointed by it, shall be responsible for collection of Bids (including Bids using the UPI Mechanism) from the Syndicate ASBA Bidders bidding through any Member of and the Syndicate or their respective Sub-Syndicate Members (other than Bids directly submitted to the SCSBs or Bids collected by Registered Brokers at the Broker Centres, CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations or the Bids submitted by Lead Managers shall be responsible for instructing the Anchor Investors to deposit Bid Amount in the BRLMs), only at the Specified Locations, as applicable, Escrow Account in the manner specified in this Agreement, the SEBI ICDR RegulationsRegulations and any other Applicable Law, the Offer DocumentsRed ▇▇▇▇▇▇▇ Prospectus, the terms of the Bid cum Application Form, other Applicable Laws and instructions issued jointly by the BRLMs and the Registrar to the Offer. Provided that in the event of any failure of Bids on account of any non-bidding, error, fraud or malpractice by the relevant SCSB with whom such Syndicate ASBA Bid was submitted, deposited or forwarded by the Members of the SyndicateProspectus, the Member of Preliminary Offering Memorandum, the Syndicate shall not be liable and the relevant SCSB shall be responsible for the same;
(ii) it shall follow all instructions issued by the BRLMs and the Registrar to the OfferOffering Memorandum, in accordance with Applicable Law and this Agreement, in dealing with the Bid cum Application Forms including with respect to (a) the Bids submitted by QIBs (including Anchor Investors which shall be in accordance with Clause 3.5 below) and (b) the Bids submitted through their respective Sub-Syndicate Members, as applicable, at Specified Locations;
(iii) all Bids (other than Bids by UPI Bidders) shall be submitted to an SCSB for uploading and blocking of the funds and uploading on the electronic bidding platform of the Stock Exchanges;
(iv) any Bids submitted by the Syndicate/ their respective Sub-Syndicate Members to an SCSB shall be made on a special Bid cum Application Form and the heading/ watermark “Syndicate ASBA” must be used by the Syndicate/ Sub-Syndicate Member along with the SM Code and Broker Code mentioned on such special Bid cum Application Form to be eligible for brokerage on Allotment. However, any such special Bid cum Application Forms used for Bids by UPI Bidders shall not be eligible for brokerageAllotment Advice as applicable;
(vii) it agrees and acknowledges that the Bids by Anchor Investors shall be submitted at the select offices of the BRLMs Lead Managers and shall not be collected by the Syndicate MembersMember;
(viiii) it shall procure follow all instructions issued by the Lead Managers and the Registrar in dealing with the Bid cum Application Forms from (including with respect to Bids by the Syndicate ASBA Bidders bidding through any Member of and the Syndicate Anchor Investors) procured by it or their its respective Sub-Syndicate Members, as applicableif any, only at the Specified Locations;
(vii) it shall accept Bids from Bidders (other than Anchor Investors) only through ASBA process in terms of the SEBI Process Circulars. Bids through any other modes (other than Bids submitted by Anchor Investors) shall be treated as invalid and be rejected. If it accepts any Bids through modes other than ASBA process (other than Bids submitted by Anchor Investors), it shall be solely responsible for any consequences arising as a result of accepting such Bid and for resolving any investor grievances arising as a result thereof;
(viiiiv) it shall not register/upload any Bid without first accepting the duly filled Bid cum Application Form in writing (including via facsimile), from the Bidder, whether in India or abroad; it shall be responsible for the completion and accuracy of all details (including the correct UPI ID for Bids by UPI Bidders) to be entered into the electronic bidding system of the Stock Exchanges based on the filled in Bid cum Application Form received by it including the correct UPI ID of the UPI Bidders Bidder and, subject to Clause 2.42.3, shall be responsible for any default, mistake or error in the Bid details uploaded by it or subsequent corrections including the UPI related details (as applicable) if such default, mistake or error are solely attributable to it and in resolving investor grievances arising from such errors, if such errors are solely attributable to it; it shall ensure that the required documents are attached to the Bid cum Application Form prior to uploading any Bid including Bids by UPI BiddersBid, and it shall ensure that such Bids and UPI IDs (as applicable) are uploaded on the electronic bidding systems of the Stock Exchanges on a regular basis during the Bid/ Offer Period in compliance with the SEBI ICDR Regulations and SEBI Process CircularRegulations, and within such time as permitted by the Stock Exchanges and the SEBI ICDR Regulations; it shall forward a schedule in the format prescribed under the UPI Circulars along with the Bid cum Application Form (carrying its identification mark▇▇▇▇ irrespective of the terminal from which the Bid has been uploaded), other than Bids by UPI Bidders under the UPI Mechanism, to the branch of the respective SCSBs for blocking of funds, within such time as permitted by the Stock Exchanges and Applicable Law or within such other timeline as prescribed under the UPI CircularsLaw;
(ixv) it shall, after uploading the Bid, affix a stamp and shall give an acknowledgment, either by way of a counterfoil acknowledgment or specifying specify the application number to the Bidder as proof of having accepted the Bid cum Application Form in physical or electronic form, respectively, in accordance with Applicable Law. Further, it shall retain the physical Bid cum Application Forms submitted by UPI Bidders using UPI as a payment mechanism for a period of six months or such other period as may be prescribed, and shall thereafter forward such forms to the Company / Company/ Registrar; and shall maintain electronic records related to electronic Bid cum Application Forms submitted by such UPI Bidders for a minimum period of three years or such other period as may be prescribed under Applicable Law;
(xvi) it will enter each Bid option and UPI ID (if applicable) option into the electronic bidding system as a separate Bid within the timelines prescribed by SEBI and generate a transaction registration slip an Acknowledgement Slip for each price and demand option and give such Acknowledgement Slip to the same Bidder. It shall also furnish an Acknowledgement Slip to the Bidder on request;
(xivii) it shall accept and upload Bids by ASBA Bidders only during the Bid/ Bid/Offer Period. The members of the Syndicate shall indicate any revision in Price Band or change in Bid/Offer Period on the relevant website and the terminals of the members of the Syndicate, pursuant to any public notice that may be released by the Company in this regard. In case of Anchor Investors, the BRLMs Lead Managers shall accept Bids only during on the Anchor Investor Bid/ Offer Period as applicable and as specified in the Red ▇▇▇▇▇▇▇ Prospectus and in accordance with the Applicable LawsBidding Date;
(xiiviii) at the end of each day during the Bid/ Bid/Offer Period, the demand for the Equity Shares (excluding the allocation made to the Anchor Investors during on the Anchor Investor Bid/ Offer PeriodBidding Date) and the Bid prices shall be displayed on an online graphical display at its Bidding terminals, for information to the public;
(xiiiix) it agrees that Anchor Investors shall upload/submit their Bids only through the BRLMs or their AffiliatesLead Managers. No other Member member of the Syndicate shall solicit orders or collect Bids from any Anchor Investors. It agrees that the Members members of the Syndicate (only in the Specified Locations) have the right to accept or reject Bids by QIBs (other than Anchor Investors). Further, Bids from QIBs can also be rejected, rejected by the Company and the Selling Shareholders, in consultation with the BRLMs, Lead Managers on technical grounds or such grounds as described in the Offer Documents, in compliance with Applicable Law. Bids from Non-Institutional Bidders, Retail Individual UPI Bidders and UPI Bidders Eligible Employees can be rejected on technical grounds only as described in the Offer Documents, in compliance with Applicable Lawonly. It shall not accept any Bids (other than from Anchor Investors and Bids using the UPI mechanism)that Investors) that are not made through the ASBA process and shall be treated as invalid and liable to be rejectedprocess. UPI Bidders using UPI Mechanismmechanism, may also submit their ASBA Forms with the Registered Brokers, RTA or Depository Participants;
(xivx) no Member member of the Syndicate shall accept any Bids from any Overseas Corporate Body;
(xvxi) it shall procure ASBA Forms from Syndicate ASBA Bidders only at the Specified Locations;Locations;\
(xvixii) it shall ensure the availability of adequate infrastructure and other facilities for Biddingfacilities, and that including at least one of the members of the Syndicate shall be present at the Specified Locations so that there is least one electronically linked computer terminal, terminal at all the Specified Locations is available for the purpose of Bidding and for data entry of the Bids in a timely manner at all the Specified Locationsmanner;
(xviixiii) except in relation to the Bids received from Anchor Investors, Bids and any revisions in Bids will be accepted only between 10.00 10:00 a.m. IST and 5.00 5:00 p.m. (Indian Standard Time) IST during the Bid/ Bid/Offer Period (except on the Bid/Offer Closing Date) at the Specified Locations (except on Bid/ Offer Closing Date, which for QIBs may be one Working Day prior to the Bid/ Offer Closing Date for other categories of Bidders)Locations. On the Bid/ Bid/Offer Closing Date, Bids and any revisions in Bids will only be accepted between 10.00 10:00 a.m. (Indian Standard Time) IST and 3.00 3:00 p.m. (Indian Standard Time). On the Bid/ Offer Closing Date Bids shall be IST and uploaded until until
(i) 4.00 4:00 p.m. (Indian Standard Time) IST in case of Bids by QIBs and Non-Institutional InvestorsBidders; and (ii) until 5.00 5:00 p.m. (Indian Standard Time) IST or such extended time as permitted by the Stock Exchanges, in case of Bids by Retail Individual Bidders and Eligible Employees, after taking into account the total number of applications received up to the closure of timings and reported by the BRLMs Lead Managers to the Stock Exchanges. Bids will be accepted only on Working Days. The CompanyCompany and the Selling Shareholders may, in consultation with the Book Running Lead Managers may Managers, consider closing the Bid / Offer Period for QIBs one day prior to the Bid / Offer Closing Date in accordance with the SEBI ICDR Regulations. Bids will be accepted only on Working Days. Any revision in the uploading time instructed by the Stock Exchanges shall be communicated to the Sub-Syndicate Members who in turn shall communicate such revision to their agents. It is clarified that Bids not uploaded on the electronic bidding system would be considered rejected. Bids by ASBA Bidders shall be uploaded in the electronic system to be provided by the Stock Exchanges by for the Designated Intermediaries Intermediaries; in case of any discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical or electronic ASBA Form, for a particular Bidder, the details of the Bid file received from Stock Exchanges may be taken as final data for the purposes of Allotment;.
(xviiixiv) it shall ensure that its Sub-Syndicate Members shall, as applicable and in accordance with the UPI Circulars, enter the following details of an ASBA Bidder who submits an ASBA Bid at the Specified Locations in the electronic bidding system: (a) symbol; (b) intermediary code; (c) intermediary name; (d) location code; (e) name of the bidder; (f) name of the bank; (g) bank code; (h) category – individual, corporate, QIB, eligible NRI, etc.; (i) PAN (of the sole/first Bidder); (j) number of Equity Shares Bid for; (k) price per Equity Share; (l) Bid cum Application Form number; (m) DP ID and Client ID; (n) quantity; (o) amount; (p) order number; (q) depository of the beneficiary account of the Bidder; and (r) UPI ID. For Anchor Investors, the BRLMs shall enter details of the respective Anchor Investor Bid Amount as well as the payment reference;
(xix) it and its Sub-Syndicate Members, if any, shall undertake necessary modifications of select fields in the Bid details, already uploaded by it during the Bid/Offer Period, in compliance with Applicable Law, including the UPI Circulars and the Exchange Circulars;
(xx) it shall provide the identification numbers (terminal IDs) of all Specified Locations and those of its Sub-Syndicate Members, if any, to the Registrar to the Offer together with such other information that may be necessary to enable the Registrar to the Offer to keep a record of the bidding at each such bidding center at the end of each day during the Bid/ Offer Period;
(xxi) it shall register and upload the Bids received by it and its Sub-Syndicate Members, onto the electronic bidding system as soon as practicable on the same Working Day on which the Bids are received (subject to the Stock Exchanges permitting such upload on the same Working Day). The BRLMs will instruct the Anchor Investors to deposit their Bid Amounts into the Escrow Accounts of the Company maintained with the designated Escrow Collection Banks for Anchor Investors, on the same day on which the Bid was received or any other period as agreed with the BRLMs in consultation with the Registrar to the Offer within the time period prescribed under the SEBI ICDR Regulations and other Applicable Law, and for the remaining Bid Amount (in cases where the Anchor Investor Allocation Price is lower than the Offer Price), on or prior to the Anchor Investor Pay-in Date; and it acknowledges that if the relevant Bid Amounts are not deposited within the time period stipulated herein, then such Bids are liable to be rejected;
(xxii) the Members of the Syndicate or any of their Sub-Syndicate Members shall enter details of a Bidder in the electronic bidding system as specified in the Red ▇▇▇▇▇▇▇ Prospectus, the Preliminary Offering Memorandum, the SEBI ICDR Regulations and any circular issued by the SEBI from time to time;
(xxiii) it shall ensure that all records of the Bids including the ASBA Forms (submitted by the Syndicate ASBA Bidders), together with supporting documents, are maintained and forwarded to the SCSBs, except in relation to Bids from UPI Bidders, within the time periods specified by the Stock Exchanges or the SEBI ICDR Regulations, the SEBI Process Circulars or UPI Circulars;
(xxiv) except for UPI Bidders, it shall ensure that it has affixed its stamp on each Bid cum Application Form forwarded by it to SCSBs or Escrow Collection Banks or the Registrar, as applicable, under “Broker’s/ SCSB Branch’s Stamp / RTA /CDP” (as applicable) as an acknowledgement of upload of the Bid in the electronic bidding system of the Stock Exchanges; Bid cum Application Forms (except electronic Bid cum Application Forms) that do not bear such stamp are liable to be rejected. It is however clarified that Bids by Anchor Investors do not get uploaded on electronic bidding system of the Stock Exchanges on the Anchor Investor Bidding Date;
(xxv) in relation to the Bids procured from Anchor Investors, the BRLMs shall be responsible for providing a schedule (including application number, payment instrument number/ RTGS / NEFT/ UTR control number and Bid Amount paid by Anchor Investors) to the Escrow Collection Bank during the Anchor Investor Bid/ Offer Period or any other period as agreed among the BRLMs in consultation with the Registrar to the Offer;
(xxvi) it shall provide the Registrar to the Offer with a daily record, with a separate section for each of its bidding centers and those of its Sub-Syndicate Members, details relating to the Bid cum Application Forms received from the Bidders, details regarding registration of the Bids and Bid Amounts (other than Bids collected by SCSBs, CDPs, RTAs and Registered Brokers). This record (except Bids by Anchor Investors, and Bids by UPI Bidders using the UPI mechanism) shall be made available to the Registrar no later than 5 p.m. IST on any given day, or any such time permissible under Applicable Law, as agreed w
Appears in 1 contract
Sources: Syndicate Agreement
RESPONSIBILITIES OF THE MEMBERS OF THE SYNDICATE. 3.1 The Parties acknowledge that pursuant to SEBI ICDR Regulations and the SEBI Process Circulars, all Bidders (other than Anchor Investors) are required to mandatorily submit their Bids and participate in the Offer through the ASBA process and all Syndicate ASBA Bidders that are UPI Bidders can Bid through the UPI Mechanism.
3.1 3.2 Each Member member of the Syndicate hereby, severally and not jointly, represents and warrants to the Company, Company and each of the Selling Shareholders and to the other PartiesShareholders, in relation to the Offer, that Offer that: (a) it is an intermediary registered with SEBI and has a valid SEBI registration certificate for acting as a Member of the Syndicate (“Registration Certificate”) and has not been debarred or prohibited from acting as an intermediary by SEBIcertificate; and in the event of withdrawal or cancellation of their Registration Certificate, such Member of the Syndicate shall promptly inform the fact of such withdrawal or cancellation to other Parties; and (b) this Agreement has been duly authorized, executed and delivered by it, and is a valid and legally binding obligation of such Member member of the Syndicate Syndicate, enforceable against it, in accordance with the terms of this the Agreement; and (d) it has not been debarred or prohibited (including ad interim prohibition) from acting as an intermediary by SEBI or any other regulatory authority and in the event of withdrawal or cancellation of their Registration certificate, such member of the Syndicate shall promptly inform the fact of such withdrawal or cancellation to other Parties.
3.2 3.3 Subject to Clauses 3.3, 3.4 and 3.5 below, each of the Members members of the Syndicate shall have the following responsibilities and obligations in relation to the Offer, and each Member member of the Syndicate hereby severally (and not jointly, or jointly and severally) represents, warrants, agrees, covenants and undertakes to the Company, the Selling Shareholders and other Members members of the Syndicate Syndicate, on behalf of itself, and to the extent relevant, its respective Sub-Syndicate Members thatsyndicate Members:
(i) it, or the respective Sub-Syndicate Member appointed by it, shall be responsible for collection of Bids (including Bids using the UPI Mechanism) from the Syndicate ASBA Bidders bidding through any Member of and only the Syndicate or their respective Sub-Syndicate Members (other than Bids directly submitted to the SCSBs or Bids collected by Registered Brokers at the Broker Centres, CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations or the Bids submitted by BRLMs shall be responsible for instructing the Anchor Investors to deposit Bid Amount in the BRLMs), only at the Specified Locations, as applicable, Escrow Account in the manner specified in this Agreement, the SEBI ICDR RegulationsRegulations and any other Applicable Law, the Offer DocumentsRed ▇▇▇▇▇▇▇ Prospectus, the Prospectus, the Preliminary Offering Memorandum, the Offering Memorandum, the terms of the Bid cum Application Form, other Applicable Laws and instructions issued jointly by the BRLMs Form and the Registrar to the Offer. Provided that in the event of any failure of Bids on account of any non-bidding, error, fraud or malpractice by the relevant SCSB with whom such Syndicate ASBA Bid was submitted, deposited or forwarded by the Members of the Syndicate, the Member of the Syndicate shall not be liable and the relevant SCSB shall be responsible for the sameAllotment Advice as applicable;
(ii) it shall follow all instructions issued by the BRLMs and the Registrar to the Offer, in accordance with Applicable Law and this Agreement, in dealing with the Bid cum Application Forms including with respect to (a) the Bids submitted by QIBs (including Anchor Investors which shall be in accordance with Clause 3.5 below) and (b) the Bids submitted through their respective Sub-Syndicate Members, as applicable, at Specified Locations;
(iii) all Bids (other than Bids by UPI Bidders) shall be submitted to an SCSB for uploading and blocking of the funds and uploading on the electronic bidding platform of the Stock Exchanges;
(iv) any Bids submitted by the Syndicate/ their respective Sub-Syndicate Members to an SCSB shall be made on a special Bid cum Application Form and the heading/ watermark “Syndicate ASBA” must be used by the Syndicate/ Sub-Sub- Syndicate Member along with the SM Code and Broker Code mentioned on such special Bid cum Application Form to be eligible for brokerage on Allotment. However, any such special Bid cum Application Forms used for Bids by UPI Bidders shall not be eligible for brokerage;
(viii) it agrees and acknowledges that the Bids by Anchor Investors shall be submitted at the select offices of the BRLMs and shall not be collected by the Syndicate MembersMember;
(viiv) it shall procure follow all instructions issued by the BRLMs and the Registrar in dealing with the Bid cum Application Forms from (including with respect to Bids by the Syndicate ASBA Bidders bidding through any Member of and the Syndicate Anchor Investors) procured by it or their its respective Sub-Syndicate Members, as applicableif any, only at the Specified Locations;
(viiv) it shall accept Bids from ASBA Bidders (other than Anchor Investors) only through ASBA process in terms of the SEBI Process Circulars. Bids through any other modes (other than Bids submitted by Anchor Investors) shall be treated as invalid and be rejected. If rejected and it accepts any Bids through modes other than ASBA process (other than Bids submitted by Anchor Investors), it shall be solely responsible for any consequences arising will not accept Bid cum Application Forms from UPI Bidders that does not use UPI as a result of accepting such Bid and for resolving any investor grievances arising as a result thereofpayment mechanism in accordance with the UPI mechanism under the UPI Circulars;
(viiivi) it shall not register/upload any Bid without first accepting the duly filled Bid cum Application Form in writing (including via facsimile), from the Bidder, whether in India or abroad; it shall be responsible for the completion and accuracy of all details (including the correct UPI ID for Bids by UPI Bidders) to be entered into the electronic bidding system of the Stock Exchanges based on the filled in Bid cum Application Form received by it including the correct UPI ID of the UPI Bidders Bidder and, subject to Clause 2.42.3, shall be responsible for any default, mistake default or error in the Bid details uploaded by it or subsequent corrections including the UPI related details (as applicable) if such default, mistake or error are solely attributable to it and in resolving investor grievances arising from such default or errors, if such default or errors are solely attributable to it; it shall ensure that the required documents are attached to the Bid cum Application Form prior to uploading any Bid including Bids by UPI BiddersBid, and it shall ensure that such Bids (other than Bids by UPI Bidders) shall be submitted to an SCSB for blocking of funds and are uploaded on the electronic bidding systems of the Stock Exchanges on a regular basis during the Bid/ Offer Period in compliance with the SEBI ICDR Regulations and SEBI Process CircularRegulations, and within such time as permitted by the Stock Exchanges and the SEBI ICDR Regulations; ;
(vii) it shall not register/ upload any Bid, without first accepting the Bid cum Application Form in writing, including via facsimile, from the Bidder, whether in India or abroad, and shall after uploading the Bid, affix stamp and give an acknowledgment, either by way of a counterfoil or specifying the application number to the Bidder, as proof of having accepted the Bid cum Application Form, in physical or electronic mode, respectively. It shall ensure that it has affixed its stamp on each Bid cum Application Form (except for RIBs using UPI mechanism) forwarded by it to the SCSBs under “Broker’s/ SCSB Branch’s Stamp” as an acknowledgement of upload of Bid in the electronic bidding system of the Stock Exchanges. Bid cum Application Forms (except electronic Bid cum Application Forms) that do not bear such stamps are liable to be rejected. It is however clarified that Bids by Anchor Investors do not get uploaded on the Anchor Investor Bid/ Offer Period;
(viii) it shall forward a schedule in the format prescribed under the UPI Circulars along with the Bid cum Application Form (carrying its identification markmark irrespective of the terminal from which the Bid has been uploaded), other than Bids by UPI Bidders under the UPI Mechanism, to the branch of the respective SCSBs for blocking of fundsfunds of the relevant Syndicate ASBA Bidders, within not later than the Bid/Offer Closing Date for ASBA Forms for all other categories of investors (other than Anchor Investors) and such time as permitted by the Stock Exchanges and Applicable Law or within such other timeline as prescribed under the UPI CircularsLaw;
(ix) it shall, after uploading the Bid, affix a stamp and shall give an acknowledgment, either by way of a counterfoil acknowledgment or specifying specify the application number to the Bidder as proof of having accepted the Bid cum Application Form in physical or electronic form, respectively, in accordance with Applicable Law. Further, it shall retain the physical Bid cum Application Forms submitted by UPI Bidders using UPI as a payment mechanism for a period of six months or such other period as may be prescribed, and shall thereafter forward such forms to the Company / Company/ Registrar; and shall maintain electronic records related to electronic Bid cum Application Forms submitted by such UPI Bidders for a minimum period of three years or such other period as may be prescribed under Applicable Law;
(x) it will enter each Bid option and UPI ID (if applicable) option into the electronic bidding system as a separate Bid within the timelines prescribed by SEBI and generate a transaction registration slip an Acknowledgement Slip for each price and demand option and give such Acknowledgement Slip to the same Bidder. It shall also furnish an Acknowledgement Slip to the Bidder on request;
(xi) it shall accept and upload Bids by ASBA Bidders only during the Bid/ Bid/Offer Period, as applicable. The members of the Syndicate shall indicate any revision in Price Band or change in Bid/Offer Period on the relevant website and the terminals of the members of the Syndicate, pursuant to any public notice that may be released by the Company in this regard. In case of Anchor Investors, the BRLMs shall accept Bids only during on the Anchor Investor Bid/ Offer Period as applicable and as specified in the Red ▇▇▇▇▇▇▇ Prospectus and in accordance with the Applicable LawsBidding Date;
(xii) at the end of each day during the Bid/ Bid/Offer Period, the demand for the Equity Shares (excluding the allocation made to the Anchor Investors during on the Anchor Investor Bid/ Offer PeriodBidding Date) and the Bid prices shall be displayed on an online graphical display at its Bidding terminals, for information to the public;
(xiii) it agrees that Anchor Investors shall upload/submit their Bids only through the BRLMs or their AffiliatesBRLMs. Full Bid Amount shall be payable by the Anchor Investors at the time of submission of the Anchor Investor Application Form provided that any difference between the Anchor Investor Allocation Price and the Anchor Investor Offer Price shall be payable by the Anchor Investor Pay-In Date as indicated in the CAN. No other Member member of the Syndicate shall solicit orders or collect Bids from any Anchor Investors. It agrees that the Members members of the Syndicate (only in the Specified Locations) have the right to accept or reject Bids by QIBs (other than Anchor Investors). Further, Bids from QIBs can also be rejected, rejected by the Company Company, in consultation with the BRLMs, BRLMs on technical grounds or such grounds as described in the Offer Documents, in compliance with Applicable Law. Bids from Non-Institutional Bidders, Bidders and Retail Individual Bidders and UPI Bidders can be rejected on technical grounds only as described in the Offer Documents, in compliance with Applicable Lawonly. It shall not accept any Bids (other than from Anchor Investors and Bids using the UPI mechanism)that Investors) that are not made through the ASBA process and shall be treated as invalid and liable to be rejectedprocess. UPI Bidders using UPI Mechanismmechanism, may also submit their ASBA Forms with the Registered Brokers, RTA or Depository Participants;
(xiv) no Member member of the Syndicate shall accept any Bids from any Overseas Corporate Body;
(xv) it shall procure ASBA Forms from Syndicate ASBA Bidders only at the Specified Locations;
(xvi) it shall ensure the availability of adequate infrastructure and other facilities for Biddingfacilities, and that including at least one of the members of the Syndicate shall be present at the Specified Locations so that there is least one electronically linked computer terminal, terminal at all the Specified Locations is available for the purpose of Bidding and for data entry of the Bids in a timely manner at all the Specified Locationsmanner;
(xvii) except in relation to the Bids received from Anchor Investors, Bids and any revisions in Bids will be accepted only between 10.00 10:00 a.m. IST and 5.00 5:00 p.m. (Indian Standard Time) IST during the Bid/ Bid/Offer Period (except on the Bid/Offer Closing Date) at the Specified Locations (except on Bid/ Offer Closing Date, which for QIBs may be one Working Day prior to the Bid/ Offer Closing Date for other categories of Bidders)Locations. On the Bid/ Bid/Offer Closing Date, Bids and any revisions in Bids will only be accepted between 10.00 10:00 a.m. (Indian Standard Time) IST and 3.00 3:00 p.m. (Indian Standard Time). On the Bid/ Offer Closing Date Bids shall be IST and uploaded until (i) 4.00 4:00 p.m. (Indian Standard Time) IST in case of Bids by QIBs and Non-Institutional InvestorsBidders; and (ii) until 5.00 5:00 p.m. (Indian Standard Time) or such extended time as permitted by the Stock Exchanges, IST in case of Bids by Retail Individual Bidders after taking into account the total number of applications received up to the closure of timings Bidders. UPI mandate acceptance end time and reported by the BRLMs to the Stock Exchanges. Bids will date shall be accepted only 5:00 p.m. on Working DaysBid/Offer Closing Date. The CompanyCompany and the Investor Selling Shareholders may, in consultation with the Book Running Lead Managers may BRLMs, consider closing the Bid / Offer Period for QIBs one day prior to the Bid / Offer Closing Date in accordance with the SEBI ICDR Regulations. Bids will be accepted only on Working Days. Any revision in the uploading time instructed by the Stock Exchanges shall be communicated to the Sub-Syndicate Members who in turn shall communicate such revision to their agents. It is clarified that Bids not uploaded on the electronic bidding system would be considered rejected. Bids by ASBA Bidders shall be uploaded in the electronic system to be provided by the Stock Exchanges by for the Designated Intermediaries Intermediaries; in case of any discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical or electronic ASBA Form, for a particular Bidder, the details of the Bid file received from Stock Exchanges may be taken as final data for the purposes of Allotment;.
(xviii) it acknowledges that RIBs can revise their Bids during the Bid/Offer Period. The members of the Syndicate shall, no later than 5:00 p.m. IST on the Bid/Offer Closing Date or any other period as permitted under Applicable Law; and agreed by the BRLMs in consultation with the Registrar, carry out the necessary modifications of the Bids already uploaded in accordance with Applicable Law, and, if applicable, forward the relevant forms to the SCSBs or the Registrar. Subsequently, the Stock Exchanges will share the revised Bid details along with the UPI ID of the UPI Bidders to the Sponsor Banks and the Sponsor Banks shall ensure that revoke the earlier UPI Mandate Request and initiate a new UPI Mandate Request for the revised Bid;
(xix) its Sub-Syndicate Members shall, as applicable and in accordance with the UPI Circulars, enter the following details of an ASBA Bidder who submits an ASBA Bid at the Specified Locations in the electronic bidding system: (a) symbol; (b) intermediary code; (c) intermediary name; (d) location code; (e) name of the bidder; (f) name of the bank; (g) bank code; (h) category – individual, corporate, QIB, eligible NRI, etc.; (i) PAN (of the sole/first Bidder); (j) number of Equity Shares Bid for; (k) price per Equity Share; (l) Bid cum Application Form number; (m) DP ID and Client ID; (n) quantity; (o) amount; (p) order number; (q) depository of the beneficiary account of the Bidder; and (r) UPI ID. For Anchor Investors, the BRLMs shall enter details of the respective Anchor Investor Bid Amount as well as the payment reference;
(xix) it and its Sub-Syndicate Members, if any, shall undertake necessary modifications of select fields in the Bid details, already uploaded by it during the Bid/Offer Period, in compliance with Applicable Law, including the UPI Circulars and the Exchange Circulars;
(xx) it shall provide the identification numbers (terminal IDs) of all Specified Locations and those of its Sub-Syndicate Members, if any, to the Registrar to the Offer together with such other information that may be necessary to enable the Registrar to the Offer to keep a record of the bidding at each such bidding center at the end of each day during the Bid/ Offer Period;
(xxi) it shall register and upload the Bids received by it and its Sub-Syndicate Members, onto the electronic bidding system as soon as practicable on the same Working Day on which the Bids are received (subject to the Stock Exchanges permitting such upload on the same Working Day). The BRLMs will instruct the Anchor Investors to deposit their Bid Amounts into the Escrow Accounts of the Company maintained with the designated Escrow Collection Banks for Anchor Investors, on the same day on which the Bid was received or any other period as agreed with the BRLMs in consultation with the Registrar to the Offer within the time period prescribed under the SEBI ICDR Regulations and other Applicable Law, and for the remaining Bid Amount (in cases where the Anchor Investor Allocation Price is lower than the Offer Price), on or prior to the Anchor Investor Pay-in Date; and it acknowledges that if the relevant Bid Amounts are not deposited within the time period stipulated herein, then such Bids are liable to be rejected;
(xxii) the Members of the Syndicate or any of their Sub-Syndicate Members shall enter details of a Bidder in the electronic bidding system as specified in the Red ▇▇▇▇▇▇▇ Prospectus, the Preliminary Offering Memorandum, the SEBI ICDR Regulations and any circular issued by the SEBI from time to time;
(xxiii) it shall ensure that all records of the Bids including the ASBA Forms (submitted by the Syndicate ASBA Bidders), together with supporting documents, are maintained and forwarded to the SCSBs, except in relation to Bids from UPI Bidders, within the time periods specified by the Stock Exchanges or the SEBI ICDR Regulations, the SEBI Process Circulars or UPI Circulars;
(xxiv) except for UPI Bidders, it shall ensure that it has affixed its stamp on each Bid cum Application Form forwarded by it to SCSBs or Escrow Collection Banks or the Registrar, as applicable, under “Broker’s/ SCSB Branch’s Stamp / RTA /CDP” (as applicable) as an acknowledgement of upload of the Bid in the electronic bidding system of the Stock Exchanges; Bid cum Application Forms (except electronic Bid cum Application Forms) that do not bear such stamp are liable to be rejected. It is however clarified that Bids by Anchor Investors do not get uploaded on electronic bidding system of the Stock Exchanges on the Anchor Investor Bidding Date;
(xxv) in relation to the Bids procured from Anchor Investors, the BRLMs shall be responsible for providing a schedule (including application number, payment instrument number/ RTGS / NEFT/ UTR control number and Bid Amount paid by Anchor Investors) to the Escrow Collection Bank during the Anchor Investor Bid/ Offer Period or any other period as agreed among the BRLMs in consultation with the Registrar to the Offer;
(xxvi) it shall provide the Registrar to the Offer with a daily record, with a separate section for each of its bidding centers and those of its Sub-Syndicate Members, details relating to the Bid cum Application Forms received from the Bidders, details regarding registration of the Bids and Bid Amounts (other than Bids collected by SCSBs, CDPs, RTAs and Registered Brokers). This record (except Bids by Anchor Investors, and Bids by UPI Bidders using the UPI mechanism) shall be made available to the Registrar no later than 5 p.m. IST on any given day, or any such time permissible under Applicable Law, as agreed w
Appears in 1 contract
Sources: Syndicate Agreement
RESPONSIBILITIES OF THE MEMBERS OF THE SYNDICATE.
3.1 Each Member of The Parties acknowledge that pursuant to SEBI ICDR Regulations and the Syndicate herebySEBI Process Circulars, severally all ASBA Bidders (other than Anchor Investors) are required to mandatorily submit their Bids and not jointly, represents and warrants to the Company, each of the Selling Shareholders and to the other Parties, in relation to the Offer, that (a) it is an intermediary registered with SEBI and has a valid SEBI registration certificate for acting as a Member of the Syndicate (“Registration Certificate”) and has not been debarred or prohibited from acting as an intermediary by SEBI; and participate in the event of withdrawal or cancellation of their Registration Certificate, such Member of Issue through the ASBA process and all Syndicate shall promptly inform ASBA Bidders that are UPI Bidders are required to mandatorily Bid through the fact of such withdrawal or cancellation to other Parties; and (b) this Agreement has been duly authorized, executed and delivered by it, and is a valid and legally binding obligation of such Member of the Syndicate in accordance with the terms of this AgreementUPI Mechanism.
3.2 Subject to Clauses 3.3, 3.4 and Clause 3.5 below, each of the Members members of the Syndicate shall have the following responsibilities and obligations in relation to the OfferIssue, and each Member member of the Syndicate hereby severally (and not jointly, or jointly and severally) represents, warrants, agrees, covenants and undertakes to the Company, the Selling Shareholders and other Members members of the Syndicate Syndicate, on behalf of itself, and to the extent relevant, its respective Sub-Sub- Syndicate Members thatMembers:
(i) it, or the respective Sub-Syndicate Member Members appointed by it, shall be responsible for collection of Bids (including Bids using the UPI Mechanism) from the Syndicate ASBA Bidders bidding through any Member of the Syndicate or their respective Sub-Syndicate Members (other than Bids directly submitted to the SCSBs or Bids collected by Registered Brokers at the Broker Centres, CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations or the Bids submitted by the Anchor Investors to the BRLMs)) and the Book Running Lead Managers and the Registrar, only at jointly, shall be responsible for instructing the Specified Locations, as applicable, Anchor Investors to deposit Bid Amount in the Escrow Account in the manner specified in this Agreement, the SEBI ICDR RegulationsRegulations and any other Applicable Law, the Offer DocumentsRed ▇▇▇▇▇▇▇ Prospectus, the terms of Prospectus, the Preliminary Offering Memorandum, the Offering Memorandum, Bid cum Application Form, other Applicable Laws and instructions issued jointly by the BRLMs Form and the Registrar to the OfferAllotment Advice as applicable. Provided that in the event of any failure of Bids on account of any non-bidding, error, fraud or malpractice by the relevant SCSB with whom such Syndicate ASBA Bid was submitted, deposited or forwarded by the Members of the SyndicateHowever, the Syndicate Member of or the Sub-Syndicate Member shall not be liable and for any error on account of the relevant SCSB shall be responsible for the sameSCSBs;
(ii) it agrees and acknowledges that the Bids by Anchor Investors shall follow all instructions issued be submitted at the select offices of the Book Running Lead Managers and shall not be collected by the BRLMs and the Registrar to the Offer, in accordance with Applicable Law and this Agreement, in dealing with the Bid cum Application Forms including with respect to (a) the Bids submitted by QIBs (including Anchor Investors which shall be in accordance with Clause 3.5 below) and (b) the Bids submitted through their respective Sub-Syndicate Members, as applicable, at Specified LocationsMember;
(iii) all Bids (other than Bids by UPI Bidders) shall be submitted to an SCSB for uploading and blocking of the funds and uploading on the electronic bidding platform of the Stock Exchanges;
(iv) any Bids submitted by the Syndicate/ their respective Sub-Syndicate Members to an SCSB shall be made on a special Bid cum Application Form and the heading/ watermark “Syndicate ASBA” must be used by the Syndicate/ Sub-Syndicate Member along with the SM Code and Broker Code mentioned on such special Bid cum Application Form to be eligible for brokerage on Allotment. However, any such special Bid cum Application Forms used for Bids by UPI Bidders shall not be eligible for brokerage;
(v) it agrees and acknowledges that the Bids by Anchor Investors shall be submitted at the select offices of the BRLMs and shall not be collected follow all instructions issued by the Syndicate Members;
(vi) it shall procure Book Running Lead Managers and the Registrar in dealing with the Bid cum Application Forms from ASBA Bidders bidding through any Member of (including with respect to Bids by the Syndicate ASBA Bidders) procured by it or their its respective Sub-Syndicate Members, as applicableif any, only at the Specified Locations;
(vii) it shall accept Bids from Bidders (other than Anchor Investors) only through ASBA process in terms of the SEBI Process Circulars. Bids through any other modes (other than Bids submitted by Anchor Investors) shall be treated as invalid and be rejected. If it accepts any Bids through modes other than ASBA process (other than Bids submitted by Anchor Investors), it shall be solely responsible for any consequences arising as a result of accepting such Bid and for resolving any investor grievances arising as a result thereof;
(viiivi) it shall not register/upload any Bid without first accepting the duly filled Bid cum Application Form in writing (including via facsimile), from the Bidder, whether in India or abroad; it shall be responsible for the completion and accuracy of all details (including the correct UPI ID for Bids by UPI Bidders) to be entered into the electronic bidding system of the Stock Exchanges based on the filled in Bid cum Application Form received by it including the correct UPI ID of the UPI Bidders Bidder and, subject to Clause 2.42.3, shall be responsible for any default, mistake or error in the Bid details uploaded by it or subsequent corrections including the UPI related details (as applicable) if such default, mistake or error are solely attributable to it and in resolving investor grievances arising from such errors, if such errors are solely attributable to it; it shall ensure that the required documents are attached to the Bid cum Application Form prior to uploading any Bid including Bids by UPI BiddersBid, and it shall ensure that such Bids and UPI IDs (as applicable) are uploaded on the electronic bidding systems of the Stock Exchanges on a regular basis during the Bid/ Offer Period in compliance with the SEBI ICDR Regulations and SEBI Process CircularRegulations, and within such time as permitted by the Stock Exchanges and the SEBI ICDR Regulations; it shall forward a schedule in the format prescribed under the UPI Circulars along with the Bid cum Application Form (carrying its identification markmark irrespective of the terminal from which the Bid has been uploaded), other than Bids by UPI Bidders under the UPI Mechanism, to the branch of the respective SCSBs for blocking of funds, within such time as permitted by the Stock Exchanges and Applicable Law or within such other timeline as prescribed under the UPI CircularsLaw;
(ixvii) it shall, after uploading the Bid, affix a stamp and shall give an acknowledgment, either by way of a counterfoil acknowledgment or specifying specify the application number to the Bidder as proof of having accepted the Bid cum Application Form in physical or electronic form, respectively, in accordance with Applicable Law. Further, it shall retain the physical Bid cum Application Forms submitted by UPI Bidders using UPI as a payment mechanism for a period of six months or such other period as may be prescribed, and shall thereafter forward such forms to the Company / Company/ Registrar; and shall maintain electronic records related to electronic Bid cum Application Forms submitted by such UPI Bidders for a minimum period of three years or such other period as may be prescribed under Applicable Law;
(xviii) it will enter each Bid option and UPI ID (if applicable) option into the electronic bidding system as a separate Bid within the timelines such time as may be prescribed by SEBI and generate a transaction registration slip an Acknowledgement Slip for each price and demand option and give such Acknowledgement Slip to the same Bidder. It shall also furnish an Acknowledgement Slip to the Bidder on request;
(xiix) it shall accept and upload Bids by ASBA Bidders only during the Bid/ Offer Bid/Issue Period. In case of Anchor Investors, the BRLMs shall accept Bids only during the Anchor Investor Bid/ Offer Period as applicable and as specified in the Red ▇▇▇▇▇▇▇ Prospectus and in accordance with the Applicable LawsLaw. The members of the Syndicate shall indicate any revision in Price Band or change in Bid/Issue Period on the relevant website and the terminals of the members of the Syndicate, pursuant to any public notice that may be released by the Company in this regard. In case of Anchor Investors, the Book Running Lead Managers shall accept Bids only on the Anchor Investor Bid/ Issue Period;
(xiix) in accordance with the SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, no bid made using UPI shall be considered as valid unless the mandate request for the blocking of funds has been accepted and Bid amounts corresponding to the Bid have been blocked in the respective account of the Bidder;
(xi) at the end of each day during the Bid/ Offer Bid/Issue Period, the demand for the Equity Shares (excluding the allocation made to the Anchor Investors during on the Anchor Investor Bid/ Offer Issue Period) and the Bid prices shall be displayed on an online graphical display at its Bidding terminals, for information to the public;
(xiiixii) it agrees that Anchor Investors shall upload/submit their Bids only through the BRLMs or their AffiliatesBook Running Lead Managers. No other Member member of the Syndicate shall solicit orders or collect Bids from any Anchor Investors. It agrees that the Members members of the Syndicate (only in the Specified Locations) have the right to accept or reject Bids by QIBs (other than Anchor Investors). Further, Bids from QIBs can also be rejected, rejected by the Company Company, in consultation with the BRLMs, BRLMs on technical grounds or such grounds as described in the Offer Issue Documents, in compliance with Applicable Law. Bids from Non-Institutional Bidders, Bidders and Retail Individual Bidders and UPI Bidders can be rejected on technical grounds only as described in the Offer Documents, in compliance with Applicable Lawonly. It shall not accept any Bids (other than from Anchor Investors and Bids using the UPI mechanism)that Investors) that are not made through the ASBA process and shall be treated as invalid and liable to be rejectedprocess. UPI Bidders using UPI Mechanismmechanism, may also submit their ASBA Forms with the Registered Brokers, RTA or CDPs or Depository Participants;
(xivxiii) no Member member of the Syndicate shall accept any Bids from any Overseas Corporate Body;
(xvxiv) it shall procure ASBA Forms from Syndicate ASBA Bidders only at the Specified Locations;
(xvixv) it shall ensure the availability of adequate infrastructure and other facilities for Biddingfacilities, and that including at least one of the members of the Syndicate shall be present at the Specified Locations so that there is least one electronically linked computer terminal, terminal at all the Specified Locations is available for the purpose of Bidding and for data entry of the Bids in a timely manner at all the Specified Locationsmanner;
(xviixvi) except in relation to the Bids received from Anchor Investors, Bids and any revisions in Bids will be accepted only between 10.00 10:00 a.m. IST and 5.00 5:00 p.m. (Indian Standard Time) IST during the Bid/ Offer Bid/Issue Period at the Specified Locations (except on Bid/ Offer the Bid/Issue Closing Date, which for QIBs may be one Working Day prior to the Bid/ Offer Closing Date for other categories of Bidders). On the Bid/ Offer Bid/Issue Closing Date, Bids and any revisions in Bids will only be accepted between 10.00 10:00 a.m. (Indian Standard Time) IST and 3.00 3:00 p.m. (Indian Standard Time). On the Bid/ Offer Closing Date Bids shall be IST and uploaded until (i) 4.00 4:00 p.m. (Indian Standard Time) IST in case of Bids by QIBs and Non-Non- Institutional InvestorsBidders; and (ii) until 5.00 5:00 p.m. (Indian Standard Time) IST or such extended time as permitted by the Stock Exchanges, in case of Bids by Retail Individual Bidders after taking into account the total number of applications received up to the closure of timings and reported by the BRLMs to the Stock Exchanges. Bids will be accepted only on Working DaysUPI Bidders. The Company, in consultation with the Book Running Lead Managers Managers, may consider closing the Bid / Offer Issue Period for QIBs one day prior to the Bid / Offer Bid/ Issue Closing Date in accordance with the SEBI ICDR Regulations. Bids will be accepted only on Working Days. Any revision in the uploading time instructed by the Stock Exchanges shall be communicated to the Sub-Syndicate Members who in turn shall communicate such revision to their agents. It is clarified that Bids not uploaded on the electronic bidding system would be considered rejected. Such Bids that cannot be uploaded on the electronic bidding system will not be considered for allocation in the Issue. Bids by ASBA Bidders shall be uploaded in the electronic system to be provided by the Stock Exchanges by for the Designated Intermediaries Intermediaries; in case of any discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical or electronic ASBA Form, for a particular Bidder, the details of the Bid file received from Stock Exchanges may be taken as final data for the purposes of Allotment;.
(xviiixvii) it shall ensure that its Sub-Syndicate Members shall, as applicable and in accordance with the UPI Circulars, enter the following details of an ASBA Bidder who submits an ASBA Bid at the Specified Locations in the electronic bidding system: (a) symbol; (b) intermediary code; (c) intermediary name; (d) location code; (e) name of the bidder; (f) name of the bank; (g) bank code; (h) category – individual, corporate, QIB, eligible NRI, etc.; (i) PAN (of the sole/first Bidder); (j) number of Equity Shares Bid for; (k) price per Equity Share; (l) Bid cum Application Form number; (m) DP ID and Client ID; (n) UPI ID; (o) quantity; (o) amount; (p) order number; and (q) depository of the beneficiary account of the Bidder; and (r) UPI ID. For Anchor Investors, the BRLMs shall enter details of the respective Anchor Investor Bid Amount as well as the payment reference;
(xixxviii) it and its Sub-Syndicate Members, if any, shall undertake necessary modifications of select fields in the Bid detailsdetails including UPI ID (as applicable), already uploaded by it during the Bid/Offer Period, Issue Period and up to the permissible time on the Working Day following the Bid/Issue Closing Date in terms of and in compliance with Applicable Law, including the UPI Circulars and Circulars. It shall also be responsible for providing necessary guidance to UPI Bidders for using the Exchange CircularsUPI Mechanism;
(xxxix) it shall provide the identification numbers (terminal IDs) of all Specified Locations its Bidding Centers and those of its Sub-Syndicate Members, if any, to the Registrar to the Offer Issue together with such other information that may be necessary to enable the Registrar to the Offer Issue to keep a record of the bidding at each such bidding center Bidding Centre at the end of each day during the Bid/ Offer Bid/Issue Period;
(xxixx) it shall register and upload the Bids received by it and its Sub-Syndicate Members, onto the electronic bidding system as soon as practicable on the same Working Day on which the Bids are received (subject to the Stock Exchanges permitting such upload on the same Working Day). The BRLMs will instruct the Anchor Investors to deposit their Bid Amounts into the Escrow Accounts of the Company maintained with the designated Escrow Collection Banks for Anchor Investors, on the same day on which the Bid was received or any other period as agreed with the BRLMs Book Running Lead Managers in consultation with the Registrar to the Offer Issue within the time period prescribed under the SEBI ICDR Regulations and other Applicable Law, and for the remaining Bid Amount (in cases where the Anchor Investor Allocation Price is lower than the Offer Issue Price), on or prior to the Anchor Investor Pay-in Date; and it acknowledges that if the relevant Bid Amounts are not deposited within the time period stipulated herein, then such Bids are liable to be rejected. It does not comply with its obligations, within the time period stipulated herein, the relevant Escrow Collection Banks or SCSB, as the case may be, on the advice of the Registrar and/or the BRLM, may not accept the relevant Bid Amounts and the Bid cum Application Forms;
(xxi) it shall not collect or deposit payment instruments drawn in favour of the Company or any other party or account, other than in favour of the designated Escrow Accounts as specified in the Bid cum Application Form, the Red ▇▇▇▇▇▇▇ Prospectus and the Preliminary Offering Memorandum; and with respect to Bids by the Syndicate ASBA Bidders who have chosen a non-UPI payment mechanism, it shall not accept any ASBA Form without satisfying itself that the SCSB where the ASBA Account is maintained, as specified in the ASBA Form, has named at least one Designated Branch in that Specified Location in which member of the Syndicate or its Sub-Syndicate Members is accepting the ASBA Form or in case the Syndicate ASBA Bidder has chosen UPI as the mode of payment, the ASBA Form contains the UPI ID for such Bidder linked to a bank account of an SCSB notified by the SEBI which is live on UPI 2.0.;
(xxii) in relation to the Members of Bids procured from Anchor Investors, the Syndicate BRLMs shall be responsible for providing a schedule (including application number, payment instrument number/ RTGS / NEFT/ UTR control number and Bid Amount paid by Anchor Investors) to the Escrow Collection Bank on the Anchor Investor Bid/ Issue Period or any of their Sub-Syndicate Members shall enter details of a Bidder other period as agreed among the Book Running Lead Managers in consultation with the electronic bidding system Registrar to the Issue;
(xxiii) as specified in the Red ▇▇▇▇▇▇▇ Prospectus, the Preliminary Offering Memorandum, Memorandum and the SEBI ICDR Regulations Regulations, the members of the Syndicate or any of their Sub-Syndicate Members (which are entities otherwise eligible to act as a syndicate member and any circular issued by have a valid SEBI registration certificate) shall enter the SEBI from time to timedetails of a Bidder, including UPI ID, if applicable, in the electronic bidding system;
(xxiiixxiv) it shall ensure that all records of the Bids including the ASBA Forms (submitted by the Syndicate ASBA Bidders), together with supporting documents, are maintained and forwarded to the SCSBs, except in relation to Bids from UPI Bidders, within the time periods specified by the Stock Exchanges or the SEBI ICDR Regulations, the SEBI Process Circulars or UPI Circulars;
(xxivxxv) except for UPI Bidders, it shall ensure that it has affixed its stamp on in the main body of each Bid cum Application Form forwarded by it to the SCSBs or Escrow Collection Banks or (other than UPI Bidders bidding in the RegistrarIssue) under “Brokers/SCSB/RTA/CDP Branch’s Stamp”, as applicable, under “Broker’s/ SCSB Branch’s Stamp / RTA /CDP” (as applicable) as an acknowledgement of upload of the Bid in the electronic bidding system of the Stock Exchanges; . Bid cum Application Forms (except electronic Bid cum Application Forms) that do not bear such stamp stamps are liable to be rejected. It is however clarified that Bids by Anchor Investors do not get uploaded on electronic bidding system of the Stock Exchanges on the Anchor Investor Bidding Date;
(xxv) in relation to the Bids procured from Anchor Investors, the BRLMs shall be responsible for providing a schedule (including application number, payment instrument number/ RTGS / NEFT/ UTR control number and Bid Amount paid by Anchor Investors) to the Escrow Collection Bank during the Anchor Investor Bid/ Offer Period or any other period as agreed among the BRLMs in consultation with the Registrar to the Offer;
(xxvi) it shall provide the Registrar to the Offer Issue with a daily record, with a separate section for each of its bidding centers Bidding Centers and those of its Sub-Syndicate Members, details relating to the Bid cum Application Forms received from the Bidders, details regarding registration of the Bids Bids, and the Bid Amounts Amounts; (other than Bids collected by SCSBs, CDPs, RTAs and Registered Brokers). This record (except Bids by Anchor Investors, and Bids by UPI Bidders using the UPI mechanism) shall be made available to the Registrar no later than 5 p.m. IST on any given day;
(xxvii) it shall take all necessary steps and co-operate with the Escrow Collection Bank, or the Refund Bank, the Public Issue Bank, the Sponsor Banks and the Registrar to ensure that the Allotment of the Equity Shares and refund, if any, of any amount collected on the Anchor Investor Bid/ Issue Period and the Anchor Investor Pay-in Date for Anchor Investor, if applicable, and any other post-Issue activities are completed within the time period specified in the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus, the Preliminary Offering Memorandum, the Offering Memorandum and the SEBI ICDR Regulations;
(xxviii) it shall be responsible for collection of the ASBA Forms and other documents attached to the ASBA Forms from Syndicate ASBA Bidders at the Specified Locations and deposit such time permissible under Applicable LawASBA Forms (with relevant schedules) with the relevant branch of the SCSB (except UPI Bidders) where the ASBA Account, as agreed wspecified in the ASBA Form, is
Appears in 1 contract
Sources: Syndicate Agreement
RESPONSIBILITIES OF THE MEMBERS OF THE SYNDICATE.
3.1 Each Member of the Syndicate hereby, severally and not jointly, represents and warrants to the Company, each of the Promoter Selling Shareholders Shareholder and to the other Parties, in relation to the Offer, that that: (a) it is an intermediary registered with SEBI and has a valid SEBI registration certificate for acting as a Member of the Syndicate (“Registration Certificate”) and has not been debarred or prohibited (including ad interim probation) from acting as an intermediary by SEBISEBI or any other regulatory authority; and in the event of such withdrawal or cancellation of their Registration Certificate, such Member of the Syndicate shall promptly inform the fact of such withdrawal or cancellation to all other Parties; and (b) this Agreement has been duly authorized, executed and delivered by it, and is a valid and legally binding obligation of such Member of the Syndicate and is enforceable against such Member of the Syndicate in accordance with the terms of this AgreementAgreement and Applicable Law.
3.2 Subject to Clauses 3.3, 3.4 0 and 3.5 below, each of the Members of the Syndicate shall have the following responsibilities and obligations in relation to the Offer, to the extent applicable, and each Member of the Syndicate hereby severally (and not jointly, or jointly and severally) represents, warrants, agrees, covenants and undertakes to the Company, the Selling Shareholders and other Members of the Syndicate on behalf of itself, and to the extent relevant, its respective Sub-Syndicate Members syndicate Members, to the extent applicable that:
(i) it, or the respective Sub-Syndicate Member appointed by it, shall be responsible for collection of Bids (including Bids using the UPI Mechanism) from the ASBA Bidders bidding through any Member of the Syndicate or their respective Sub-Syndicate Members (other than Bids directly submitted to the SCSBs or Bids collected by Registered Brokers at the Broker Centres, CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations or the Bids submitted by the Anchor Investors to the BRLMs)Lead Manager, only at the Specified Locations, as applicable, in the manner specified in this Agreement, the SEBI ICDR Regulations, the Offer Documents, the terms of the Bid cum Application Form, Allotment Advice, other Applicable Laws and instructions issued jointly by the BRLMs Lead Manager and the Registrar to the Offer. Provided that in the event of any failure of Bids on account of any non-bidding, error, fraud or malpractice by the relevant SCSB with whom such Syndicate ASBA Bid was submitted, deposited or forwarded by the Members of the Syndicate, the Member of the Syndicate shall not be liable and the relevant SCSB shall be responsible for the same;.
(ii) it shall follow all instructions issued by the BRLMs and the Registrar to the Offer, in accordance with Applicable Law and this Agreement, in dealing with the Bid cum Application Forms including with respect to (a) the Bids submitted by QIBs (including Anchor Investors which shall be in accordance with Clause 3.5 below) and (b) the Bids submitted through their respective Sub-Syndicate Members, as applicable, at Specified Locations;
(iii) all Bids (other than Bids by UPI Bidders) shall be submitted to an SCSB for uploading and blocking of the funds and uploading on the electronic bidding platform of the Stock Exchanges;
(iviii) any Bids submitted by the Syndicate/ their respective Sub-Syndicate Members to an SCSB shall be made on a special Bid cum Application Form and the heading/ watermark “Syndicate ASBA” must be used by the Syndicate/ Sub-Sub- Syndicate Member along with the SM Code and Broker Code mentioned on such special Bid cum Application Form to be eligible for brokerage on Allotment. However, any such special Bid cum Application Forms used for Bids by UPI Bidders shall not be eligible for brokerage;
(iv) it will not accept Bid cum Application Forms from Bidders using UPI as a payment mechanism if they are not in accordance with the UPI Circulars;
(v) it agrees shall follow all instructions issued by the Lead Manager and acknowledges that the Registrar to the Offer in dealing with the Bid cum Application Forms including with respect to (a) the Bids submitted by Anchor Investors QIBs which shall be in accordance with Clause 3.5 below and (b) the Bids submitted at the select offices of the BRLMs and shall not be collected by the through their respective Sub- Syndicate Members, as applicable;
(vi) it shall procure Bid cum Application Forms from ASBA Bidders bidding through any Member of the Syndicate or their respective Sub-Syndicate Members, as applicable, only at the Specified Locations;
(vii) it shall accept Bids from Bidders (other than Anchor Investors) only through ASBA process in terms of the SEBI Process Circulars. Bids through any other modes (other than Bids submitted by Anchor Investors) shall be treated as invalid and be rejected. If it accepts any Bids through modes other than ASBA process (other than Bids submitted by Anchor Investors), it shall be solely responsible for any consequences arising as a result of accepting such Bid and for resolving any investor grievances arising as a result thereof;
(viii) it shall not register/upload any Bid without first accepting the duly filled Bid cum Application Form in writing (writing; including via facsimile), from the Bidder, whether in India or abroad; it shall be responsible for the completion and accuracy of all details (including the correct UPI ID for Bids by UPI Bidders) to be entered into the electronic bidding system of the Stock Exchanges based on the filled filled-in Bid cum Application Form received by it including the correct UPI ID of the UPI Bidders and, subject to Clause 2.42.3, shall be responsible for any default, mistake or error in the Bid details uploaded by it or subsequent corrections including the UPI related details (as applicable) if such default, mistake or error are not solely attributable to it and in resolving investor grievances arising from such errors, if such errors are solely attributable to it; it shall ensure that the required documents are attached to the Bid cum Application Form prior to uploading uploading/ submitting any Bid including Bids by UPI BiddersBid, and it shall ensure that such Bids including Bids by UPI Bidders are uploaded on the electronic bidding systems of the Stock Exchanges on a regular basis during the Bid/ Bid/Offer Period in compliance with the SEBI ICDR Regulations and SEBI Process Circular, and within such time as permitted by the Stock Exchanges and the SEBI ICDR Regulations; it shall forward a schedule in the format prescribed under the UPI Circulars along with the Bid cum Application Form (carrying its identification mark), other than Bids by UPI Bidders under the UPI Mechanism, to the branch of the respective SCSBs for bidding and blocking of funds, within such time as permitted by the Stock Exchanges and Applicable Law or within such other timeline as prescribed under the UPI CircularsLaw;
(ix) it shall, after uploading the Bid, affix a stamp and shall give an acknowledgment, either by way of a counterfoil acknowledgment or specifying specify the application number to the Bidder as proof of having accepted the Bid cum Application Form in physical or electronic form, respectively, in accordance with Applicable Law. Further, it shall retain the physical Bid cum Application Forms submitted by UPI Bidders using UPI as a payment mechanism for a period of six months or such other period as may be prescribed, and shall thereafter forward such forms to the Company / Company/ Registrar; and shall maintain electronic records related to electronic Bid cum Application Forms submitted by such UPI Bidders for a minimum period of three years or such other period as may be prescribed under Applicable Law;
(x) it will enter each Bid and UPI ID (if applicable) option into the electronic bidding system as a separate Bid within the timelines prescribed by SEBI and generate a transaction registration slip for each price and demand option and give the same to the Bidder on request;
(xi) it shall accept and upload Bids by ASBA Bidders only during the Bid/ Offer Period. In case of Anchor Investors, the BRLMs Lead Manager shall accept Bids only during the Anchor Investor Bid/ Offer Period Bidding Date;
(xi) it shall enter each Bid option and UPI Id (if applicable) into the electronic bidding system as a separate Bid with such time as may be prescribed from time to time as per applicable law and as generate a transaction registration slip/acknowledgement slip for each price and demand option and give the same to the Bidder on request;
(xii) it shall ensure that the “Do’s”, “Don’ts” and “Grounds for Technical Rejection” specified in the Red ▇▇▇▇▇▇▇ Prospectus and Preliminary Offering Memorandum are addressed in accordance with the Applicable Lawsany Bid cum Application Forms collected by them;
(xiixiii) at the end of each day during the Bid/ Bid/Offer Period, the demand for the Equity Shares (excluding the allocation made to the Anchor Investors during the Anchor Investor Bid/ Offer PeriodBidding Date) and the Bid prices shall be displayed on an online graphical display at its Bidding terminals, for information to the public;
(xiiixiv) it agrees that Anchor Investors shall upload/submit their Bids only through the BRLMs or Lead Manager at their Affiliatesselect offices. No other Member of the Syndicate shall solicit orders or collect Bids from any Anchor Investors. It agrees that the Members of the Syndicate (only in the Specified Locations) have the right to accept or reject Bids by QIBs (other than Anchor Investors). Further, Bids from QIBs can also be rejected, rejected by the Company Company, in consultation with the BRLMsLead Manager, on technical grounds or such grounds as described in the Offer Documents, in compliance with Applicable Law. Bids from Non-Institutional Bidders, Bidders and Retail Individual Bidders and UPI Bidders can be rejected on technical grounds only as described in the Offer Documents, in compliance with Applicable Law. It shall not accept any Bids by Bidders (other than from Anchor Investors and Bids using the UPI mechanism)that are not made Mechanism), other than through the ASBA process and shall be treated as invalid and liable to be rejected. UPI Bidders using UPI Mechanism, may also submit their ASBA Forms with the Registered Brokers, RTA RTAs, Syndicate Members (or Sub- Syndicate Members) or Depository Participants;
(xivxv) no Member of the Syndicate shall accept any Bids from any Overseas Corporate Body;
(xvxvi) it shall procure ASBA Forms from Syndicate ASBA Bidders only at the Specified Locations;
(xvixvii) it shall ensure availability of adequate infrastructure and other facilities for Bidding, and that including at least one of the members of the Syndicate shall be present at the Specified Locations so that there is least one electronically linked computer terminal, for the purpose of Bidding and for data entry of the Bids in a timely manner manner, at all the Specified Locations;
(xviixviii) except in relation to the Bids received from Anchor Investors, Bids and any revisions in Bids will be accepted only between 10.00 a.m. IST and 5.00 p.m. (Indian Standard Time) IST during the Bid/ Offer Period at the Specified Locations (Locations, except on Bid/ Offer Closing Date, Date (which for QIBs may be one Working Day prior to the Bid/ Bid/Offer Closing Date for other categories of Bidders), and which shall be in no event later than timelines as stated in the UPI Circulars. On the Bid/ Offer Closing Date, Bids and any revisions in Bids will only be accepted between 10.00 a.m. (Indian Standard Time) IST and 3.00 p.m. (Indian Standard Time)IST, and which shall be in no event later than timelines as stated in the UPI Circulars. On the Bid/ Offer Closing Date Bids shall be uploaded until (i) 4.00 p.m. (Indian Standard Time) IST in case of Bids by QIBs and Non-Non- Institutional InvestorsBidders; and (ii) until 5.00 p.m. (Indian Standard Time) or such extended time IST, and which shall be in no event later than timelines as stated in the UPI Circulars and timelines as permitted by the Stock Exchanges, in case of Bids by Retail Individual Bidders Bidders, after taking into account the total number of applications received up to the closure of timings and reported by the BRLMs Lead Manager to the Stock Exchanges. Bids will be accepted only on Working Days. The CompanyCompany and Promoter Selling Shareholder may, in consultation with the Book Running Lead Managers may Managers, consider closing the Bid / Offer Period for QIBs one day prior to the Bid / Offer Closing Date in accordance with the SEBI ICDR Regulations. Any revision in the uploading time instructed by the Stock Exchanges shall be communicated to the Sub-Sub- Syndicate Members who in turn shall communicate such revision to their agents. It is clarified that Bids not uploaded on the electronic bidding system would be considered rejected. Due to limitation of time available for uploading Bids on the Bid/ Offer Closing Date, Bidders shall be advised to submit Bids one day prior to the Bid/ Offer Closing Date and, in any case, no later than 1.00 p.m. (Indian Standard Time) on the Bid/ Offer Closing Date, and which shall be in no event later than timelines as stated in the UPI Circulars. If a large number of Bids are received on the Bid/ Offer Closing Date, as is typically experienced in public issues, which may lead to some Bids not being uploaded due to lack of sufficient time to upload, such Bids that cannot be uploaded on the electronic bidding system will not be considered for allocation in the Offer. The Company, the Promoter Selling Shareholder and the members of the Syndicate will not be responsible for any failure in uploading Bids due to faults in any hardware/ software system or otherwise. Bids by ASBA Bidders shall be uploaded in the electronic system to be provided by the Stock Exchanges by Designated Intermediaries in case of any discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical or electronic ASBA Form, for a particular Bidder, the details of the Bid file received from Stock Exchanges may be taken as final data for the purposes of Allotment;
(xviiixix) it shall ensure not collect or deposit payment instruments drawn in favor of the Company or any other party or account, other than in favor of the designated Escrow Accounts as specified in the Bid cum Application Form, the Red ▇▇▇▇▇▇▇ Prospectus and the Preliminary Offering Memorandum; and with respect to Bids by the Syndicate ASBA Bidders who have chosen a non-UPI payment mechanism, it shall not accept any ASBA Form without satisfying itself that the SCSB where the ASBA Account is maintained, as specified in the ASBA Form, has named at least one Designated Branch in that Specified Location in which member of the Syndicate or its Sub-Syndicate Members is accepting the ASBA Form or in case the Syndicate ASBA Bidder has chosen UPI as the mode of payment, the ASBA Form contains the UPI ID for such Bidder linked to a bank account of an SCSB notified by the SEBI which is live on UPI 2.0;
(xx) its Sub-Syndicate Members shall, as applicable and in accordance with the UPI Circulars, enter the following details of an ASBA Bidder (to the extent applicable) who submits an ASBA Bid at the Specified Locations in the electronic bidding system: (a) symbol; (b) intermediary code; (c) intermediary name; (d) location code; (e) name of the bidder; (f) name of the bank; (g) bank code; (h) category – individual, corporate, QIB, eligible NRI, etc.; (i) PAN (of the sole/first Bidder); (j) number of Equity Shares Bid for; (k) price per Equity Share; (l) Bid cum Application Form number; (m) DP ID and Client ID; (n) quantity; (o) amount; (p) order number; (q) depository of the beneficiary account of the Bidder; and (r) UPI ID. For Anchor Investors, the BRLMs Lead Manager shall enter details of the respective Anchor Investor Bid Amount as well as the payment reference;
(xixxxi) it it, and its Sub-Syndicate Members, if any, shall undertake necessary modifications of select fields in the Bid details, including the UPI ID already uploaded by it during the Bid/Offer PeriodPeriod in terms of the SEBI Process Circular, up to the permissible time in terms of the UPI Circulars and in compliance with Applicable Law, including . It shall also be responsible for providing necessary guidance to UPI Bidders for using the UPI Circulars and the Exchange CircularsMechanism;
(xxxxii) it acknowledges that UPI Bidders can revise their Bids during the Bid/Offer Period. The members of the Syndicate shall, no later than 5:00 p.m. IST on the Bid/Offer Closing Date or any other period as permitted under Applicable Law and agreed by the Lead Manager in consultation with the Registrar, carry out the necessary modifications of the Bids already uploaded in accordance with Applicable Law, and, after uploading such revised Bids onto the electronic bidding system provided by the Stock Exchange and, if applicable, forward the relevant forms to the SCSBs or the Registrar (except in respect of Bids from UPI Bidders for which there will be no physical movement of the ASBA Forms to the SCSBs since these Bids will be in respect of the UPI Mechanism), blocking instructions (if any) and related enclosures/attachments to the same SCSB at the relevant Specified Locations where the original ASBA Form received from ASBA Bidder was deposited. Subsequently, the Stock Exchanges will share the revised Bid details along with the UPI ID of the UPI Bidders to the Sponsor Bank and the Sponsor Bank shall revoke the earlier UPI Mandate Request and initiate a new UPI Mandate Request for the revised Bid, and the Sponsor Bank shall initiate requests for blocking of funds in the ASBA Accounts of relevant Bidders with a confirmation cut-off time of 5:00 pm on the Bid/Offer Closing Date , and which shall be in no event later than timelines as stated in the UPI Circulars.
(xxiii) it shall provide the identification numbers (terminal IDs) of all Specified Locations Bidding Centres and those of its Sub-Syndicate Members, if any, to the Registrar to the Offer together with such other information that may be necessary to enable the Registrar to the Offer to keep a record of the bidding Bidding at each such bidding center Bidding Center at the end of each day during the Bid/ Offer Period;
(xxixxiv) it shall register and upload the Bids received by it and its Sub-Syndicate Members, onto the electronic bidding system as soon as practicable on the same Working Day on which the Bids are received (subject to the Stock Exchanges permitting such upload on the same Working Day). The BRLMs will instruct the Anchor Investors to deposit their Bid Amounts into the Escrow Accounts of the Company maintained with the designated Escrow Collection Banks for Anchor Investors, on the same day on which the Bid was received or any other period as agreed with the BRLMs in consultation with the Registrar to the Offer within the time period prescribed under the SEBI ICDR Regulations and other Applicable Law, and for the remaining Bid Amount (in cases where the Anchor Investor Allocation Price is lower than the Offer Price), on or prior to the Anchor Investor Pay-in Date; and it acknowledges that if the relevant Bid Amounts are not deposited within the time period stipulated herein, then such Bids are liable to be rejected;
(xxii) the Members of the Syndicate or any of their Sub-Syndicate Members shall enter details of a Bidder in the electronic bidding system as specified in the Red ▇▇▇▇▇▇▇ Prospectus, the Preliminary Offering Memorandum, the SEBI ICDR Regulations and any circular issued by the SEBI from time to time;
(xxiii) it shall ensure that all records of the Bids including the ASBA Forms (submitted by the Syndicate ASBA Bidders), together with supporting documents, are maintained and forwarded to the SCSBs, except in relation to Bids from UPI Bidders, within the time periods specified by the Stock Exchanges or the SEBI ICDR Regulations, the SEBI Process Circulars or UPI Circulars;
(xxiv) except for UPI Bidders, it shall ensure that it has affixed its stamp on each Bid cum Application Form forwarded by it to SCSBs or Escrow Collection Banks or the Registrar, as applicable, under “Broker’s/ SCSB Branch’s Stamp / RTA /CDP” (as applicable) as an acknowledgement of upload of the Bid in the electronic bidding system of the Stock Exchanges; Bid cum Application Forms (except electronic Bid cum Application Forms) that do not bear such stamp are liable to be rejected. It is however clarified that Bids by Anchor Investors do not get uploaded on electronic bidding system of the Stock Exchanges on the Anchor Investor Bidding Date;
(xxv) in relation to the Bids procured from Anchor Investors, the BRLMs shall be responsible for providing a schedule (including application number, payment instrument number/ RTGS / NEFT/ UTR control number and Bid Amount paid by Anchor Investors) to the Escrow Collection Bank during the Anchor Investor Bid/ Offer Period or any other period as agreed among the BRLMs in consultation with the Registrar to the Offer;
(xxvi) it shall provide the Registrar to the Offer with a daily record, with a separate section for each of its bidding centers and those of its Sub-Syndicate Members, details relating to the Bid cum Application Forms received from the Bidders, details regarding registration of the Bids and Bid Amounts (other than Bids collected by SCSBs, CDPs, RTAs and Registered Brokers). This record (except Bids by Anchor Investors, and Bids by UPI Bidders using the UPI mechanism) shall be made available to the Registrar no later than 5 p.m. IST on any given day, or any such time permissible under Applicable Law, as agreed wupl
Appears in 1 contract
Sources: Syndicate Agreement
RESPONSIBILITIES OF THE MEMBERS OF THE SYNDICATE. 3.1 The Parties acknowledge that pursuant to the SEBI ICDR Regulations and SEBI Process Circular, all the ASBA Bidders are required to mandatorily submit their Bids and participate in the Issue through the ASBA process and all Syndicate ASBA Bidders that are Retail Individual Bidders and Eligible Employees are required to mandatorily submit their respective Bids through the UPI Mechanism.
3.1 3.2 Each Member member of the Syndicate hereby, severally and not jointly, represents and warrants to the Company, each of the Selling Shareholders and to the other Parties, in relation to the Offer, Issue that (a) it is an intermediary registered with SEBI and has a valid SEBI registration certificate for acting as a Member of the Syndicate (“Registration Certificate”) and has not been debarred or prohibited from acting as an intermediary by SEBIcertificate; and in the event of withdrawal or cancellation of their Registration Certificate, such Member of the Syndicate shall promptly inform the fact of such withdrawal or cancellation to other Parties; and (b) this Agreement has been duly authorizedauthorised, executed and delivered by it, and is a valid and legally binding obligation of such Member member of the Syndicate in accordance with Applicable Law, and (c) it has not been debarred or prohibited from acting as an intermediary by SEBI or any other regulatory authority and in the terms event of this Agreementwithdrawal or cancellation of its registration, each member of the Syndicate shall promptly inform the fact of such withdrawal or cancellation to all other Parties.
3.2 3.3 Subject to Clauses 3.3, 3.4 and 3.5 below, each of the Members members of the Syndicate shall have the following responsibilities and obligations in relation to the Offer, Issue and each Member member of the Syndicate hereby severally (and not jointly, or jointly and severally) represents, warrants, agrees, covenants and undertakes to the Company, the Selling Shareholders and other Members members of the Syndicate on behalf of itself, and to the extent relevant, its respective Sub-Syndicate Members that:
(i) it, or the respective Sub-Syndicate Member appointed by it, shall be responsible for collection of Bids (including Bids made using the UPI Mechanism) from the Syndicate ASBA Bidders bidding through any Member and only the BRLMs shall be responsible for the collection of the Syndicate or their respective Sub-Syndicate Members (other than Bids directly submitted to the SCSBs or Bids collected by Registered Brokers at the Broker Centres, CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations or the Bids submitted by the Anchor Investors to the BRLMs), only at the Specified Locations, as applicable, in the manner specified in this Agreement, the SEBI ICDR RegulationsRegulations and any other Applicable Law, the Offer DocumentsRed ▇▇▇▇▇▇▇ Prospectus, the Prospectus, the Preliminary Offering Memorandum, the Offering Memorandum, the terms of the Bid cum Application Form, other Applicable Laws as applicable and the Allotment Advice, as applicable, and instructions issued jointly by the BRLMs and the Registrar to the Offer. Provided that in the event of any failure of Bids on account of any non-bidding, error, fraud or malpractice by the relevant SCSB with whom such Syndicate ASBA Bid was submitted, deposited or forwarded by the Members of the Syndicate, the Member of the Syndicate shall not be liable and the relevant SCSB shall be responsible for the sameIssue;
(ii) it shall follow all instructions issued by the BRLMs and the Registrar to the Offer, in accordance with Applicable Law and this Agreement, in dealing with the Bid cum Application Forms including with respect to (a) the Bids submitted by QIBs (including Anchor Investors which shall be in accordance with Clause 3.5 below) and (b) the Bids submitted through their respective Sub-Syndicate Members, as applicable, at Specified Locations;
(iii) all Bids (other than Bids by UPI Bidders) shall be submitted to an SCSB for uploading and blocking of the funds and uploading on the electronic bidding platform of the Stock Exchanges;
(iv) any Bids submitted by the Syndicate/ their respective Sub-Syndicate Members to an SCSB shall be made on a special Bid cum Application Form and the heading/ watermark “Syndicate ASBA” must be used by the Syndicate/ Sub-Syndicate Member along with the SM Code and Broker Code mentioned on such special Bid cum Application Form to be eligible for brokerage on Allotment. However, any such special Bid cum Application Forms used for Bids by UPI Bidders shall not be eligible for brokerage;
(v) it agrees and acknowledges that the Bids by Anchor Investors shall be submitted at the select offices of the BRLMs and shall not be collected by any members of the Syndicate MembersSyndicate;
(viiii) it shall procure follow all instructions issued by the BRLMs and the Registrar in dealing with the Bid cum Application Forms from (including with respect to the Bids by Syndicate ASBA Bidders bidding through any Member of the Syndicate Bidders) procured by it or their respective its Sub-Syndicate Members, as applicable, only at the Specified Locationsif any;
(viiiv) it shall accept Bids from Syndicate ASBA Bidders (other than Anchor Investors) only through ASBA process in terms of the SEBI Process CircularsCircular only at the Specified Locations. Bids through any other modes by any Bidder (other than Bids submitted except by Anchor Investors) shall be treated as invalid and be rejected. If ;
(v) it accepts any Bids through modes other than ASBA process will not accept Bid cum Application Forms from RIBs that does not use UPI as a payment mechanism in accordance with the UPI Mechanism under the UPI Circulars;
(other than Bids submitted by Anchor Investors), vi) it shall be solely responsible for uploading the correct UPI ID into the electronic bidding system of the Stock Exchanges for the RIBs, and it shall be responsible for any consequences arising as a result of accepting such Bid default, mistake or error in the UPI details uploaded by it and for resolving any investor grievances arising as a result thereofof such errors in the data entry, if such error is solely attributable to it;
(viiivii) it shall not register/upload any Bid without first accepting the duly filled Bid cum Application Form in writing (including via facsimile), from the Bidder, whether in India or abroad; it shall be responsible for the completion and accuracy of all details (including the correct UPI ID for Bids by UPI Bidders) to be entered into the electronic bidding system of the Stock Exchanges based on the filled filled-in Bid cum Application Form received by it including the correct UPI ID of the UPI Bidders and, subject to Clause 2.4, and shall be responsible for any default, mistake or error in the Bid details uploaded by it or subsequent corrections including the UPI related details (as applicable) if such default, mistake or error are solely attributable to it and in for resolving any investor grievances arising from as a result of such errorsdefaults, mistakes or errors in the data entry, if such errors are error is solely attributable to it; ;
(viii) it shall not register/upload any Bid, without first accepting the Bid cum Application Form in writing, including via facsimile, from the Bidder, whether in India or abroad, and shall after uploading the Bid, affix stamp and give an acknowledgment, either by way of a counterfoil or specifying the application number to the Bidder, as proof of having accepted the Bid cum Application Form, in physical or electronic mode, respectively. It shall ensure that it has affixed its stamp on each Bid cum Application Form forwarded by it to the SCSBs under “Broker’s/SCSB Branch’s Stamp” as an acknowledgement of upload of Bid in the electronic bidding system of the Stock Exchanges. Bid cum Application Forms (except electronic Bid cum Application Forms) that do not bear such stamps are liable to be rejected. It is however clarified that Bids by Anchor Investors do not get uploaded during the Anchor Investor Bid/ Issue Period;
(ix) it shall ensure that the required documents are attached to the Bid cum Application Form prior to uploading uploading/submitting any Bid including Bids by UPI Bidders, and it shall ensure that such the Bids are uploaded on the electronic bidding systems of the Stock Exchanges on a regular basis during the Bid/ Offer Issue Period in compliance with the Applicable Law, including regulations of SEBI ICDR Regulations and the SEBI Process Circular, and within such time as permitted by the Stock Exchanges and the SEBI ICDR Regulations and the SEBI Process Circular, provided that the members of the Syndicate shall not be responsible for any delay/failure in uploading the Bids, due to faults in any software or hardware or network connectivity problems or any force majeure events;
(x) it shall ensure that the Bid cum Application Forms (without UPI as a payment option) submitted to it by the Syndicate ASBA Bidders, along with the supporting documents, are forwarded to the relevant SCSBs for further action, within the timelines prescribed by the Stock Exchanges and the SEBI ICDR Regulations; ;
(xi) in case of Bid Cum Application Form under the ASBA process, it shall forward on a day to day basis the physical application forms received by them during the Bid/ Issue Period to designated branches of the SCSBs for blocking of funds, along with the schedules specified in the SEBI Process Circular;
(xii) it shall forward a schedule in the format prescribed under the UPI Circulars along with the Bid cum Application Form (carrying its identification mark▇▇▇▇ irrespective of the terminal from which the Bid has been uploaded), other than in the case of the Syndicate ASBA Bidders who have submitted Bids by with UPI Bidders under as the UPI Mechanismmode of payment, to the branch of the respective SCSBs for blocking of fundsfunds of the relevant Syndicate ASBA Bidders, within such time as permitted by the Stock Exchanges and Applicable Law or within such other timeline as prescribed under the UPI Circulars;
(ix) it shall, after uploading the Bid, affix a stamp and give an acknowledgment, either by way of a counterfoil or specifying the application number to the Bidder as proof of having accepted the Bid cum Application Form in physical or electronic form, respectively, in accordance with Applicable Law. Further, it shall retain the physical Bid cum Application Forms submitted by UPI Bidders using UPI as a payment mechanism for a period of six months or such other period as may be prescribed, and shall thereafter forward such forms to the Company / Registrar; and shall maintain electronic records related to electronic Bid cum Application Forms submitted by such UPI Bidders for a minimum period of three years or such other period as may be prescribed under Applicable Law;
(xxiii) it will enter each Bid option and UPI ID (if applicable) option into the electronic bidding system as a separate Bid within the timelines such time as may be prescribed by SEBI and generate a transaction acknowledgement/registration slip for each price and demand option and give the same to the Bidder. It shall also furnish the transaction acknowledgement/registration slip to the Bidder on request;
(xixiv) it shall accept and upload Bids by from Syndicate ASBA Bidders only during the Bid/ Offer Issue Period. In case of Anchor Investors, the BRLMs shall accept Bids only during the Anchor Investor Bid/ Offer Period as applicable and as specified in the Red ▇▇▇▇▇▇▇ Prospectus and in accordance with the Applicable Laws. In case of Anchor Investors, the BRLMs shall accept Bid cum Application Forms only on the Anchor Investor Bidding Date;
(xiixv) at the end of each day during the Bid/ Offer Issue Period, the demand for the Equity Shares (excluding the allocation made to the Anchor Investors during the Anchor Investor Bid/ Offer PeriodBidding Date) and the Bid prices shall be displayed shown graphically on an online graphical display at its Bidding terminals, terminals for information to the public;
(xiiixvi) it agrees that Anchor Investors shall upload/submit register their Bids only through the BRLMs or their AffiliatesBRLMs. No In case of QIBs (other Member of the Syndicate shall solicit orders or collect Bids from any than Anchor Investors. It agrees that ), only the Members SCSBs and the members of the Syndicate (only in the Specified Locations) shall have the right to accept the Bid or reject Bids by QIBs (other than Anchor Investors)it. However, such rejection shall be made at the time of receiving the Bid and only after assigning a reason for such rejection in writing. Further, Bids from QIBs can also be rejected, by the Company in consultation with the BRLMs, rejected on technical grounds or such grounds as described in the Offer Documents, in compliance with Applicable Lawgrounds. Bids from Non-Non- Institutional Bidders, Retail Individual Bidders and UPI Bidders RIBs can be rejected on technical grounds only as described in the Offer Documents, in compliance with Applicable Lawonly. It shall not accept any Bids by Bidders (other than from Anchor Investors and Bids using the UPI mechanism)that are not made Investors), other than through the ASBA process and shall be treated as invalid and liable to be rejected. UPI Bidders using UPI Mechanism, RIBs may also submit their ASBA Forms with the Registered Brokers, RTA CRTAs, CDPs or Depository Participantsmembers of the Syndicate (or Sub-Syndicate Members);
(xivxvii) no Member of the Syndicate it shall not accept any Bids from any Overseas Corporate Body;
(xv) it shall procure ASBA Forms from Syndicate ASBA Bidders only at the Specified Locations;
(xvixviii) it shall ensure availability of adequate infrastructure and other facilities for Bidding, Bidding and that at least 1 (one) electronically linked terminal at the Specified Locations is available for the purpose of Bidding;
(xix) it shall undertake necessary modifications of select fields in the Bid details, already uploaded by it during the Bid/ Issue Period and up to the permissible time on the Working Day following the Bid/ Issue Closing Date in terms of and in compliance with Applicable Law, including the UPI Circulars.
(xx) any revisions to the Price Band or the Bid/ Issue Period shall be advertised in accordance with the SEBI ICDR Regulations and applicable SEBI Circulars;
(xxi) it shall register and upload all Bids received by it and its Sub-Syndicate Member on the same Working Day on which the Bids are received (subject to the Stock Exchanges permitting such upload on the same Working Day), and where the same is not possible to register and upload the Bid on the next Working Day and before the Bid/ Issue Closing Date;
(xxii) it shall provide the Registrar with a daily record, with a separate section for each of its Specified Locations and those of its Sub-Syndicate Members details relating to the Bid cum Application Forms received from the Bidders, the details regarding registration of the Bids and the Bid cum Application Forms submitted directly with SCSBs at Designated Branches;
(xxiii) in relation to the Bids procured from Anchor Investors, it shall be responsible for providing a schedule (application number, payment instrument number and Bid Amount paid by Anchor Investors) to the Escrow Bank during the Anchor Investor Bidding Date or any other period as agreed amongst the BRLMs in consultation with the Registrar;
(xxiv) it acknowledges and confirms that if an Anchor Investor fails to pay the difference between the Anchor Investor Issue Price and the Anchor Investor Allocation Price, in case of such Anchor Investor Allocation Price was lower than the Anchor Investor Issue Price by the Anchor Investor Pay-in Date, the Allocation to such Anchor Investor shall stand cancelled, and any reduction in the Anchor Investor Portion arising out of such cancellation shall be added back to the QIB Portion (excluding the Anchor Investor Portion);
(xxv) it shall ensure that, before accepting Bid cum Application Forms submitted by the Syndicate ASBA Bidders at the Specified Locations, the SCSB where the ASBA Account, as specified in such Bid cum Application Form, is maintained, has named at least one of branch at that location for the members of the Syndicate shall be present to deposit such Bid cum Application Forms (a list of such branches is available on the website of SEBI at the Specified Locations so that there is least one electronically linked computer terminal, for the purpose of Bidding and for data entry of the Bids in a timely manner at all the Specified Locations▇▇▇.▇▇▇▇.▇▇▇.▇▇/▇▇▇▇▇▇▇/▇▇▇▇▇/▇▇▇▇▇▇▇▇▇▇▇.▇▇?doRecognised=yes);
(xviixxvi) it shall collect the Bid cum Application Forms submitted by the Syndicate ASBA Bidders and submit such forms at a branch of the SCSB which is eligible to accept such forms and which has been validly registered on the electronic bidding system of the Stock Exchanges in cases where there is an apparent data entry error by any member of the Syndicate in entering the application number and the other details remain unchanged, such application may be considered valid;
(xxvii) except in relation to the Bids received from Anchor Investors, Bids and any revisions revision in Bids will be accepted only between 10.00 a.m. and 5.00 p.m. (Indian Standard Time) during the Bid/ Offer Issue Period at the Specified Locations Bidding Centres, except that on the Bid/ Issue Closing Date (except on Bid/ Offer Closing Date, which for QIBs may be one Working Day prior to the Bid/ Offer Issue Closing Date for other categories of Bidders). On the Bid/ Offer Issue Closing Date, Bids and any revisions in Bids will only be accepted only between 10.00 a.m. (Indian Standard Time) and 3.00 p.m. (Indian Standard Time). On the Bid/ Offer Closing Date Bids shall be ) and uploaded until (i) 4.00 p.m. (Indian Standard Time) in case of Bids by QIBs and Non-Institutional InvestorsBidders; and (ii) until 5.00 p.m. (Indian Standard Time) or such extended time as permitted by the Stock Exchanges, in case of Bids by Retail Individual Bidders Investors and Eligible Employees, after taking into account the total number of applications received up to the closure of timings and reported by the BRLMs to the Stock Exchanges. On the Bid/ Issue Closing Date, extension of time may be granted by the Stock Exchanges only for uploading Bids will be accepted only on Working Days. The Company, in consultation with received from RIBs and Eligible Employees after taking into account the Book Running Lead Managers may consider closing total number of Bids received up to closure of timings for acceptance of Bid cum Application Forms as stated herein and reported by the Bid / Offer Period for QIBs one day prior BRLMs to the Bid / Offer Closing Date in accordance with the SEBI ICDR RegulationsStock Exchanges within 30 minutes of such closure. Any revision in the uploading time instructed by the Stock Exchanges shall be communicated to the Sub-Syndicate Members who in turn shall communicate such revision to their agentsMembers. It is clarified that Bids not uploaded shall be considered rejected. Due to limitation of time available for uploading Bids on the Bid/ Issue Closing Date, Bidders are advised to submit Bids one day prior to the Bid/ Issue Closing Date and, in any case, no later than the time specified by the members of the Syndicate on the Bid/ Issue Closing Date. If a large number of Bids are received on the Bid/ Issue Closing Date, as is typically experienced in public issues, which may lead to some Bids not being uploaded due to lack of sufficient time to upload, such Bids that cannot be uploaded on the electronic bidding system would will not be considered rejectedfor allocation in the Issue. The Company and the members of the Syndicate will not be responsible for any failure in uploading Bids due to faults in any hardware/software system or otherwise. Bids will be accepted only on Working Days. Bids by the Syndicate ASBA Bidders shall be uploaded in the electronic system to be provided by the Stock Exchanges by for the Designated Intermediaries in Intermediaries. In case of any discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical or electronic ASBA Form, for a particular Bidder, the details of the Bid file received from the Stock Exchanges may be taken as final data for the purposes of Allotment;
(xviii) it shall ensure that its Sub-Syndicate Members shall, as applicable and in accordance with the UPI Circulars, enter the following details of an ASBA Bidder who submits an ASBA Bid at the Specified Locations in the electronic bidding system: (a) symbol; (b) intermediary code; (c) intermediary name; (d) location code; (e) name of the bidder; (f) name of the bank; (g) bank code; (h) category – individual, corporate, QIB, eligible NRI, etc.; (i) PAN (of the sole/first Bidder); (j) number of Equity Shares Bid for; (k) price per Equity Share; (l) Bid cum Application Form number; (m) DP ID and Client ID; (n) quantity; (o) amount; (p) order number; (q) depository of the beneficiary account of the Bidder; and (r) UPI ID. For Anchor Investors, the BRLMs shall enter details of the respective Anchor Investor Bid Amount as well as the payment reference;
(xix) it and its Sub-Syndicate Members, if any, shall undertake necessary modifications of select fields in the Bid details, already uploaded by it during the Bid/Offer Period, in compliance with Applicable Law, including the UPI Circulars and the Exchange Circulars;
(xxxxviii) it shall provide the identification numbers (terminal IDs) of all Specified Locations its Bidding Centres and those of its Sub-Syndicate Members, if any, to the Registrar to the Offer together with such other information that may be necessary to enable the Registrar to the Offer to keep a record of the bidding Bidding at each such bidding center Bidding Center at the end of each day during the Bid/ Offer Issue Period;
(xxixxix) it shall register and upload the Bids received by it and its Sub-Syndicate Members, onto the electronic bidding system as soon as practicable on the same Working Day on which the Bids are received (subject to the Stock Exchanges permitting such upload on the same Working Day). The BRLMs will instruct the Anchor Investors to deposit their Bid Amounts into the Escrow Accounts of the Company maintained with the designated Escrow Collection Banks for Anchor Investors, on the same day on which the Bid was received or any other period as agreed with the BRLMs in consultation with the Registrar to the Offer within the time period prescribed under the SEBI ICDR Regulations and other Applicable Law, and for the remaining Bid Amount (in cases where the Anchor Investor Allocation Price is lower than the Offer Price), on or prior to the Anchor Investor Pay-in Date; and it acknowledges that if the relevant Bid Amounts are not deposited within the time period stipulated herein, then such Bids are liable to be rejected;
(xxii) the Members each member of the Syndicate or any of their its Sub-Syndicate Members which is an entity otherwise eligible to act as a syndicate member and has a valid SEBI registration certificate shall enter details of a Bidder Bidder, including UPI ID, if applicable, in the electronic bidding system as specified in the Red ▇▇▇▇▇▇▇ Prospectus, the Preliminary Offering Memorandum, the SEBI ICDR Regulations and any circular issued by the SEBI from time to time;
(xxiiixxx) it shall ensure that all records be responsible for collection of the Bids including the ASBA Forms (submitted by the Syndicate ASBA Bidders), together with supporting documents, are maintained and forwarded to the SCSBs, except in relation to Bids from UPI Bidders, within the time periods specified by the Stock Exchanges or the SEBI ICDR Regulations, the SEBI Process Circulars or UPI Circulars;
(xxiv) except for UPI Bidders, it shall ensure that it has affixed its stamp on each Bid cum Application Form forwarded by it Forms and other documents attached to SCSBs the Bid cum Application Forms from Syndicate ASBA Bidders bidding through any member of the Syndicate or Escrow Collection Banks or the Registrartheir respective Sub-Syndicate Members, as applicable, under “Broker’s/ SCSB Branch’s Stamp / RTA /CDP” at the Specified Locations and deposit thereof (as applicablewith relevant schedules) as an acknowledgement of upload with the Designated Branches of the Bid in SCSBs, no later than 11:00 a.m. IST one Working Day after the Bid/ Issue Closing Date, after uploading the Bids onto the electronic bidding system of the Stock Exchanges; Bid cum Application Forms (except electronic Bid cum Application Forms) that do not bear such stamp are liable to be rejected. It is however clarified that Bids by Anchor Investors do not get uploaded on electronic bidding system of the Stock Exchanges on the Anchor Investor Bidding Date;
(xxv) in relation to the Bids procured from Anchor Investors, the BRLMs shall be responsible for providing a schedule (including application number, payment instrument number/ RTGS / NEFT/ UTR control number and Bid Amount paid by Anchor Investors) to the Escrow Collection Bank during the Anchor Investor Bid/ Offer Period or any other period as agreed among with the BRLMs in consultation with the Registrar and as prescribed under Applicable Laws; and with respect to Bids by the Offer;
(xxvi) Syndicate ASBA Bidders it shall provide not accept any ASBA Form without satisfying itself that the Registrar to SCSB where the Offer with a daily recordASBA Account is maintained, with a separate section for each as specified in the ASBA Form, has named at least one Designated Branch in that Specified Location in which member of its bidding centers and those of the Syndicate or its Sub-Syndicate Members, details relating to Member is accepting the Bid cum Application Forms received from ASBA Form or the Bidders, details regarding registration ASBA Form contains the UPI ID for such Bidder. The members of the Bids and Bid Amounts (other than Bids collected by SCSBsSyndicate acknowledge that if they do not comply with their obligations, CDPs, RTAs and Registered Brokers). This record (except Bids by Anchor Investors, and Bids by UPI Bidders using within the UPI mechanism) shall be made available to the Registrar no later than 5 p.m. IST on any given day, or any such time permissible under Applicable Law, as agreed wperiod stip
Appears in 1 contract
Sources: Syndicate Agreement
RESPONSIBILITIES OF THE MEMBERS OF THE SYNDICATE.
3.1 Each Member The parties acknowledge that no provision of this Agreement will constitute any obligation on the part of the Syndicate hereby, severally and not jointly, represents and warrants Member to comply with the Company, each of applicable instructions prescribed under the Selling Shareholders and to the other Parties, SEBI Regulations in relation to the Bids submitted by the investors through the ASBA process to subscribe to the Offer, that (a) it is an intermediary registered with SEBI and has a valid SEBI registration certificate for acting as a Member of the Syndicate (“Registration Certificate”) and has not been debarred or prohibited from acting as an intermediary by SEBI; and in the event of withdrawal or cancellation of their Registration Certificate, such Member of the Syndicate shall promptly inform the fact of such withdrawal or cancellation to other Parties; and (b) this Agreement has been duly authorized, executed and delivered by it, and is a valid and legally binding obligation of such Member of the Syndicate in accordance with the terms of this Agreement.
3.2 Subject to Clauses 3.3, 3.4 and 3.5 below. However, each of the Members Member of the Syndicate shall have the following responsibilities duties and obligations in relation to the Offerresponsibilities, and each Member of the Syndicate them hereby severally (severally, and not jointly, or jointly and severally) represents, warrants, agrees, covenants and undertakes to with the Company, the Selling Shareholders Shareholder and the other Members of the Syndicate on behalf of itself, and to the extent relevant, its respective Sub-Syndicate Members that:
(ia) it, or Each Member of the respective Sub-Syndicate Member appointed by it, shall be responsible for collection of Bids (including Bids using the UPI Mechanism) from the ASBA Bidders bidding through any Member of the Syndicate or their respective Sub-Syndicate Members (other than Bids directly submitted to the SCSBs or Bids collected by Registered Brokers at the Broker Centres, CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations or the Bids submitted by the Anchor Investors to the BRLMs), only at the Specified Locations, as applicable, in the manner specified in this Agreement, the SEBI ICDR Regulations, the Offer DocumentsRed ▇▇▇▇▇▇▇ Prospectus, the Prospectus, the preliminary International Wrap the International Wrap, the terms of the Bid cum Application Form, other Applicable Laws the Confirmation of Allocation Note/CAN and the instructions issued jointly by the BRLMs BRLMs, the Company, the Selling Shareholder and the Registrar to the Offer. Provided that in the event of any failure of Bids on account of any non-bidding, error, fraud or malpractice by the relevant SCSB with whom such Syndicate ASBA Bid was submitted, deposited or forwarded by the Members of the Syndicate, the ;
(b) Each Member of the Syndicate shall not be liable and the relevant SCSB shall be responsible for the same;
(ii) it shall follow all reasonable and necessary instructions issued by the BRLMs and the Registrar to the Offer, Offer in accordance with Applicable Law and this Agreement, in relation to dealing with the Bid cum Application Forms including with respect to (a) the Bids submitted by QIBs (including Anchor Investors which shall be in accordance with Clause 3.5 below) and (b) the Bids submitted through their respective Sub-Syndicate Members, as applicable, at Specified LocationsForms;
(iiic) all Bids (other than Bids by UPI Bidders) shall be submitted to an SCSB for uploading and blocking of the funds and uploading on the electronic bidding platform of the Stock Exchanges;
(iv) any Bids submitted by the Syndicate/ their respective Sub-Syndicate Members to an SCSB shall be made on a special Bid cum Application Form and the heading/ watermark “Syndicate ASBA” must be used by the Syndicate/ Sub-Syndicate Member along with the SM Code and Broker Code mentioned on such special Bid cum Application Form to be eligible for brokerage on Allotment. However, any such special Bid cum Application Forms used for Bids by UPI Bidders shall not be eligible for brokerage;
(v) it agrees and acknowledges that the Bids by Anchor Investors shall be submitted at the select offices of the BRLMs and shall not be collected by the Syndicate Members;
(vi) it shall procure Bid cum Application Forms from ASBA Bidders bidding through any Each Member of the Syndicate or their respective Sub-Syndicate Members, as applicable, only at the Specified Locations;
(vii) it shall accept Bids from Bidders (other than Anchor Investors) only through ASBA process in terms of the SEBI Process Circulars. Bids through any other modes (other than Bids submitted by Anchor Investors) shall be treated as invalid and be rejected. If it accepts any Bids through modes other than ASBA process (other than Bids submitted by Anchor Investors), it shall be solely responsible for any consequences arising as a result of accepting such Bid and for resolving any investor grievances arising as a result thereof;
(viii) it shall not register/upload any Bid without first accepting the duly filled Bid cum Application Form in writing (including via facsimile), from the Bidder, whether in India or abroad; it shall be responsible for the completion and accuracy of all details (including the correct UPI ID for Bids by UPI Bidders) to be entered into the electronic bidding system of the Stock Exchanges based on the filled in Bid cum Application Form received by it including the correct UPI ID of the UPI Bidders and, subject to Clause 2.4, shall be responsible for any default, mistake or error in the Bid details uploaded by it or subsequent corrections including the UPI related details (as applicable) if such default, mistake or error are solely attributable to it and in resolving investor grievances arising from such errors, if such errors are solely attributable to it; it shall ensure that the required documents are attached to the Bid cum Application Form prior to uploading any Bid including Bids by UPI Bidders, and it for their respective Bids. Each Member of the Syndicate shall ensure that such Bids collected by them/Affiliates are uploaded on the online electronic bidding systems of the Stock Exchanges NSE and the BSE on a regular basis;
(d) Each Member of the Syndicate/Affiliates shall register the Bids received by it on the same Working Day on which the Bids are received on a regular basis and will deposit the Bid Amounts collected by it and its sub-syndicate members, if any, during the Bid/ Offer Pay-in Period in compliance relation to the Bid into the Escrow Account maintained with the SEBI ICDR Regulations designated Escrow Collection Banks, (i) for Retail Individual Bidders and SEBI Process CircularNon- Institutional Bidders, and within such time as permitted by on the same Working Day on which the Bid was received (subject to the Stock Exchanges permitting the uploading of Bids on the same Business Day) and in any event no later than the next Working Day, and (ii) for QIB Bidders, the margin amount on the same Working Day on which the Bid was received (subject to the Stock Exchanges permitting the uploading of Bids on the same Business Day) and in any event no later than the next Working Day and the SEBI ICDR Regulations; it balance amount, if any, prior to the expiry of the Pay-in Period applicable to the QIBs. The Members of the Syndicate shall forward a schedule not collect or deposit payment instruments drawn in favour of the format prescribed under Company or any other party or account, other than in favour of the UPI Circulars along with designated Escrow Account(s) as specified in the Bid cum Application Form (carrying its identification mark), other than Bids by UPI Bidders under and the UPI Mechanism, to the branch of the respective SCSBs for blocking of funds, within such time as permitted by the Stock Exchanges and Applicable Law or within such other timeline as prescribed under the UPI CircularsRed ▇▇▇▇▇▇▇ Prospectus;
(ixe) it shall, Each Member of the Syndicate shall not accept any Bids after uploading the close of the Bid, affix a stamp and give an acknowledgment, either by way of a counterfoil or specifying the application number to the Bidder as proof of having accepted the Bid cum Application Form in physical or electronic form, respectively, in accordance with Applicable Law. Further, it shall retain the physical Bid cum Application Forms submitted by UPI Bidders using UPI as a payment mechanism for a period of six months or such other period as may be prescribed, and shall thereafter forward such forms to the Company / Registrar; and shall maintain electronic records related to electronic Bid cum Application Forms submitted by such UPI Bidders for a minimum period of three years or such other period as may be prescribed under Applicable Law/Offer Period;
(xf) it will enter each Bid Each Member of the Syndicate shall take all necessary steps and UPI ID (co-operate with the Registrar to the Offer in ensuring that the allotment of Equity Shares and refund, if applicable) option into any, of any amount collected during the electronic bidding system as a separate Bid Bid/Offer Period is completed within the timelines prescribed by SEBI and generate a transaction registration slip for each price and demand option and give the same to the Bidder on request;
(xi) it shall accept and upload Bids by ASBA Bidders only during the Bid/ Offer Period. In case of Anchor Investors, the BRLMs shall accept Bids only during the Anchor Investor Bid/ Offer Period as applicable and as time period specified in the Red ▇▇▇▇▇▇▇ Prospectus and in accordance with the Applicable LawsProspectus;
(xiig) at the end of each day during the Bid/ Offer Period, the demand for the Equity Shares (excluding the allocation made to the Anchor Investors during the Anchor Investor Bid/ Offer Period) and the Bid prices shall be displayed on an online graphical display at its Bidding terminals, for information to the public;
(xiii) it agrees that Anchor Investors shall upload/submit their Bids only through the BRLMs or their Affiliates. No other Each Member of the Syndicate shall solicit orders or collect Bids from any Anchor Investors. It agrees that be bound by and shall follow the Members operational instructions pertaining to the method and manner of the Syndicate (only Offer process as prescribed in this Agreement, in the Specified Locations) have Red ▇▇▇▇▇▇▇ Prospectus, the right to accept or reject Bids by QIBs (other than Anchor Investors). Further, Bids from QIBs can also be rejected, by the Company in consultation with the BRLMs, on technical grounds or such grounds as described Prospectus and in the Offer Documents, in compliance with Applicable Law. Bids from Non-Institutional Bidders, Retail Individual Bidders and UPI Bidders can be rejected on technical grounds only as described in the Offer Documents, in compliance with Applicable Law. It shall not accept any Bids (other than from Anchor Investors and Bids using the UPI mechanism)that are not made through the ASBA process and shall be treated as invalid and liable to be rejected. UPI Bidders using UPI Mechanism, may also submit their ASBA Forms with the Registered Brokers, RTA or Depository ParticipantsSEBI Regulations;
(xivh) no Each Member of the Syndicate shall accept any Bids from any Overseas Corporate Body;
(xv) it shall procure ASBA Forms from Syndicate ASBA Bidders only at the Specified Locations;
(xvi) it shall ensure availability of adequate infrastructure and other facilities for Bidding, and that at least one of the members of the Syndicate shall be present at the Specified Locations so that there is least one electronically linked computer terminal, for the purpose of Bidding and for data entry of the Bids in a timely manner at all the Specified Locations;
(xvii) except in relation to the Bids received from Anchor Investors, Bids and any revisions in Bids will be accepted only between 10.00 a.m. bound by and 5.00 p.m. (Indian Standard Time) during the Bid/ Offer Period at the Specified Locations (except on Bid/ Offer Closing Date, which shall comply with all applicable restrictions for QIBs may be one Working Day prior to the Bid/ Offer Closing Date for other categories of Bidders). On the Bid/ Offer Closing Date, Bids and any revisions in Bids will only be accepted between 10.00 a.m. (Indian Standard Time) and 3.00 p.m. (Indian Standard Time). On the Bid/ Offer Closing Date Bids shall be uploaded until (i) 4.00 p.m. (Indian Standard Time) in case of Bids by QIBs and Non-Institutional Investors; and (ii) until 5.00 p.m. (Indian Standard Time) offering or such extended time as permitted by the Stock Exchanges, in case of Bids by Retail Individual Bidders after taking into account the total number of applications received up to the closure of timings and reported by the BRLMs to the Stock Exchanges. Bids will be accepted only on Working Days. The Company, in consultation with the Book Running Lead Managers may consider closing the Bid / Offer Period for QIBs one day prior to the Bid / Offer Closing Date in accordance with the SEBI ICDR Regulations. Any revision in the uploading time instructed by the Stock Exchanges shall be communicated to the Sub-Syndicate Members who in turn shall communicate such revision to their agents. It is clarified that Bids not uploaded on the electronic bidding system would be considered rejected. Bids by ASBA Bidders shall be uploaded in the electronic system to be provided by the Stock Exchanges by Designated Intermediaries in case of any discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical or electronic ASBA Form, for a particular Bidder, the details of the Bid file received from Stock Exchanges may be taken as final data for the purposes of Allotment;
(xviii) it shall ensure that its Sub-Syndicate Members shall, as applicable and in accordance with the UPI Circulars, enter the following details of an ASBA Bidder who submits an ASBA Bid at the Specified Locations in the electronic bidding system: (a) symbol; (b) intermediary code; (c) intermediary name; (d) location code; (e) name of the bidder; (f) name of the bank; (g) bank code; (h) category – individual, corporate, QIB, eligible NRI, etc.; (i) PAN (of the sole/first Bidder); (j) number sale of Equity Shares Bid for; (k) price per Equity Share; (l) Bid cum Application Form number; (m) DP ID inside India and Client ID; (n) quantity; (o) amount; (p) order number; (q) depository of the beneficiary account of the Bidder; and (r) UPI ID. For Anchor Investors, the BRLMs shall enter details of the respective Anchor Investor Bid Amount as well as the payment reference;
(xix) it and its Sub-Syndicate Members, if any, shall undertake necessary modifications of select fields in the Bid details, already uploaded by it during the Bid/Offer Period, in compliance with Applicable Law, outside India including the UPI Circulars and the Exchange Circulars;
(xx) it shall provide the identification numbers (terminal IDs) of all Specified Locations and those of its Sub-Syndicate Members, if any, to the Registrar to the Offer together with such other information that may be necessary to enable the Registrar to the Offer to keep a record of the bidding at each such bidding center at the end of each day during the Bid/ Offer Period;
(xxi) it shall register and upload the Bids received by it and its Sub-Syndicate Members, onto the electronic bidding system as soon as practicable on the same Working Day on which the Bids are received (subject to the Stock Exchanges permitting such upload on the same Working Day). The BRLMs will instruct the Anchor Investors to deposit their Bid Amounts into the Escrow Accounts of the Company maintained with the designated Escrow Collection Banks for Anchor Investors, on the same day on which the Bid was received or any other period as agreed with the BRLMs in consultation with the Registrar to the Offer within the time period prescribed under the SEBI ICDR Regulations and other Applicable Law, and for the remaining Bid Amount (in cases where the Anchor Investor Allocation Price is lower than the Offer Price), on or prior to the Anchor Investor Pay-in Date; and it acknowledges that if the relevant Bid Amounts are not deposited within the time period stipulated herein, then such Bids are liable to be rejected;
(xxii) the Members of the Syndicate or any of their Sub-Syndicate Members shall enter details of a Bidder in the electronic bidding system as specified in the Red ▇▇▇▇▇▇▇ Prospectus, the Preliminary Offering MemorandumProspectus, the Underwriting Agreement, SEBI ICDR Regulations and FEMA. No Member of the Syndicate shall accept any circular issued by the SEBI Bids from time to timeany OCB;
(xxiiii) it shall ensure that all records Each Member of the Syndicate shall be fully responsible for the accurate collection of the Margin Amounts and/or the Bid Amounts, as the case maybe, and the deposit thereof into the Escrow Account(s) in respect of all Bids including procured under the ASBA Forms (submitted by the Syndicate ASBA Bidders), together with supporting documents, are maintained and forwarded to the SCSBs, except in relation to Bids from UPI Bidders, within the time periods specified by the Stock Exchanges or the SEBI ICDR Regulations, the SEBI Process Circulars or UPI Circulars;
(xxiv) except for UPI Bidders, it shall ensure that it has affixed its stamp on each Bid cum Application Form forwarded by it to SCSBs or Escrow Collection Banks or the Registrar, as applicable, under “Broker’s/ SCSB Branch’s Stamp / RTA /CDP” (as applicable) as an acknowledgement of upload carrying their identification ▇▇▇▇ irrespective of the terminal from which the Bid has been registered, and in case of any mistake, error or miscalculation by the electronic bidding system Bidder in paying the said amount, the concerned Member of the Stock Exchanges; Syndicate shall be solely responsible to collect the monies due and payable in respect of the Bid;
(j) Each Member of the Syndicate shall acknowledge that multiple Bid cum Application Forms (except electronic are not permitted. In the event that there is any ambiguity on whether any Bid cum Application FormsForm constitutes a multiple Bid Cum Application Form or not, the concerned Member of the Syndicate Member shall refer such Bid cum Application Form to the BRLMs, who shall determine in consultation with the Registrar to the Offer whether such Bid cum Application Form constitutes a multiple Bid/application or not and shall take necessary steps in relation thereto. Notwithstanding anything contained herein, and subject to the conditions detailed in the Red ▇▇▇▇▇▇▇ Prospectus, (i) Bid cum Application Form submitted by the Eligible Employees in the Employee Reservation Portion and another Bid cum Application Form submitted in any of the other categories; and (ii) in case of a Mutual Fund, a separate Bid in respect of each scheme of the mutual fund registered with SEBI provided that do the Bids clearly indicate the scheme concerned for which the Bid has been made shall not bear be treated as multiple Bids.
(k) Each Member of the Syndicate shall be responsible for collecting the Bid Amount from the Bidders, who have bid through him, where no Bid Amount was collected at the time of registering the Bids, in accordance with the terms of this Agreement. In such stamp are liable cases, each Member of the Syndicate undertakes to collect and pay into the Escrow Account(s) in respect of the allocation made on such Bids. Subsequent to allocation and after execution of the Underwriting Agreement, if for any reason, the Bid against which the allocation is made is found to be incomplete, the Member of the Syndicate through whom the said incomplete Bid is registered, shall be required to subscribe for such allocated Equity Shares subject to the provisions of the Underwriting Agreement and to the extent stipulated therein and shall have to pay to the Selling Shareholder, the relevant price as applicable in respect of such Equity Shares for such allocation;
(l) The Members of the Syndicate shall provide the identification numbers (terminal IDs) of all its bidding centres and those of its sub-syndicate members, to the Registrar together with such other information as may be necessary, to enable the Registrar keep a records of the bidding at each such bidding centre. No Member of the Syndicate shall accept any Bid Amounts in cash, money order or postal order or through stock invest;
(m) The Members of the Syndicate shall collect full Bid Amount from Retail Bidders and Non-Institutional Bidders. The applicable Margin Amount i.e. at least 10% of the Bid Amount would be collected by the Members of the Syndicate from QIB Bidders bidding in the QIB Portion at the time of submission of their Bid. In case of QIB Bidders bidding in the QIB Portion, the Members of the Syndicate shall collect or arrange to deposit the remaining Bid Amount in the Escrow Account(s) prior to the expiration of the Pay-In Period. The Margin Amount for Retail Bidders shall be 100%, for Non-Institutional Bidders shall be 100% and for QIBs bidding in theQIB Portion shall be at least 10%;
(n) Each member of the Syndicate acknowledges that Bidding at Cut-off Price is prohibited for QIBs and Non institutional Bidders and such Bids shall be treated as invalid Bids and rejected. It is however clarified that Bids by Anchor Investors do not get uploaded on electronic bidding system of Retail Individual Bidders and Bidders in the Stock Exchanges on the Anchor Investor Bidding Date;
(xxv) in relation to the Bids procured from Anchor InvestorsEmployee Reservation Portion, the BRLMs shall be responsible for providing a schedule (including application number, payment instrument number/ RTGS / NEFT/ UTR control number and whose Bid Amount paid by Anchor Investors) to does not exceed Rs. 1,00,000, can Bid at the Escrow Collection Bank during Cut-off Price in the Anchor Investor Bid/ Offer Period or any other period manner as agreed among specified in the BRLMs in consultation with the Registrar to the OfferRed ▇▇▇▇▇▇▇ Prospectus;
(xxvi) it shall provide the Registrar to the Offer with a daily record, with a separate section for each of its bidding centers and those of its Sub-Syndicate Members, details relating to the Bid cum Application Forms received from the Bidders, details regarding registration of the Bids and Bid Amounts (other than Bids collected by SCSBs, CDPs, RTAs and Registered Brokers). This record (except Bids by Anchor Investors, and Bids by UPI Bidders using the UPI mechanism) shall be made available to the Registrar no later than 5 p.m. IST on any given day, or any such time permissible under Applicable Law, as agreed w
Appears in 1 contract
Sources: Syndicate Agreement
RESPONSIBILITIES OF THE MEMBERS OF THE SYNDICATE. 3.1 The Parties acknowledge that pursuant to SEBI ICDR Regulations and the SEBI Process Circulars, all Bidders (other than Anchor Investors) are required to mandatorily submit their Bids and participate in the Issue through the ASBA process and all Syndicate ASBA Bidders that are UPI Bidders are required to mandatorily Bid through the UPI Mechanism. Any Retail Individual Bidder whose Bid has not been considered for Allotment, due to failures on the part of the SCSB may seek redressal from the concerned SCSB within three months of the listing date in accordance with the SEBI Master Circular for Issue of Capital and Disclosure Requirements (SEBI/HO/CFD/PoD-2/P/CIR/2023/00094 dated June 21, 2023).
3.1 3.2 Each Member member of the Syndicate hereby, severally and not jointly, represents and warrants to the Company, each of the Selling Shareholders and to the other Parties, in relation to the Offer, that Issue that: (a) it is an intermediary registered with SEBI and has a valid SEBI registration certificate for acting as a Member of the Syndicate (“Registration Certificate”) and has not been debarred or prohibited from acting as an intermediary by SEBIcertificate; and in the event of withdrawal or cancellation of their Registration Certificate, such Member of the Syndicate shall promptly inform the fact of such withdrawal or cancellation to other Parties; and (b) this Agreement has been duly authorized, executed and delivered by it, and is a valid and legally binding obligation of such Member member of the Syndicate; and (c) it has not been debarred or prohibited from acting as an intermediary by SEBI or any other regulatory authority, (d) it or its associates are not directly / indirectly related to the Company or its shareholders and in the event of withdrawal or cancellation of its registration, such member of the Syndicate in accordance with shall promptly inform the terms fact of this Agreementsuch withdrawal or cancellation to all the other Parties hereto.
3.2 3.3 Subject to Clauses 3.3, 3.4 and 3.5 Clause 3.7 below, each of the Members members of the Syndicate shall have the following responsibilities and obligations in relation to the OfferIssue, and each Member member of the Syndicate hereby severally (and not jointly, or jointly and severally) represents, warrants, agrees, covenants and undertakes to the Company, the Selling Shareholders and other Members members of the Syndicate Syndicate, on behalf of itselfitself for the Bids procured by it, and to the extent relevant, its respective Sub-Syndicate Members thatMember:
(i) it, or the respective Sub-Syndicate Member appointed by it, shall be responsible for collection of Bids (including Bids using the UPI Mechanism) from the ASBA Bidders bidding through any Member of the Syndicate or their respective Sub-Syndicate Members Member (other than Bids directly submitted to the SCSBs or Bids collected by Registered Brokers at the Broker Centres, CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations or the Bids submitted by the Anchor Investors to the BRLMsLocations), only at the Specified Locations, as applicable, in the manner specified in this Agreement, the SEBI ICDR Regulations, the Offer Issue Documents, the terms of the Bid cum Application Form, other Applicable Laws and instructions issued jointly by the BRLMs Lead Manager and the Registrar to the OfferIssue. Provided however that the Syndicate Member shall not be liable, in the event of any failure of Bids on account of any non-bidding, error, fraud or malpractice by the relevant SCSB with whom such Syndicate syndicate ASBA Bid was submitted, deposited or forwarded by the Members of the Syndicate, the Member of the Syndicate shall not be liable and the relevant SCSB shall be responsible for the same;
(ii) it shall follow all instructions issued by the BRLMs and the Registrar to the Offer, in accordance with Applicable Law and this Agreement, in dealing with the Bid cum Application Forms including with respect to (a) the Bids submitted by QIBs (including Anchor Investors which shall be in accordance with Clause 3.5 below) and (b) the Bids submitted through their respective Sub-Syndicate Members, as applicable, at Specified Locations;
(iii) all Bids (other than Bids by UPI Bidders) shall be submitted to an SCSB for uploading and blocking of the funds and uploading on the electronic bidding platform of the Stock Exchanges;
(iviii) any Bids submitted by the Syndicate/ their respective Sub-Syndicate Members Member to an SCSB shall be made on a special Bid cum Application Form and the heading/ watermark “Syndicate ASBA” must be used by the Syndicate/ Sub-Syndicate Member along with the SM Code and Broker Code mentioned on such special Bid cum Application Form to be eligible for brokerage on Allotment. However, any such special Bid cum Application .
(iv) it will not accept ASBA Forms used for Bids by from UPI Bidders shall that do not be eligible for brokerageuse UPI as a payment mechanism or if the UPI ID is not stated in the ASBA Form, in accordance with the SEBI Process Circulars and the UPI Circulars;
(v) it agrees and acknowledges that the Bids by Anchor Investors shall be submitted at the select offices of the BRLMs and shall not be collected follow all instructions issued by the Syndicate Members;
(vi) it shall procure Book Running Lead Manager and the Registrar in dealing with the Bid cum Application Forms from (including with respect to Bids by the Syndicate ASBA Bidders bidding through any Member of and the Syndicate Anchor Investors) procured by it or their its respective Sub-Syndicate MembersMember, as applicableif any, only at the Specified Locations;
(vii) it shall accept Bids from Bidders (other than Anchor Investors) only through ASBA process in terms of the SEBI Process Circulars. Bids through any other modes (other than Bids submitted by Anchor Investors) shall be treated as invalid and be rejected. If it accepts any Bids through modes other than ASBA process (other than Bids submitted by Anchor Investors), it shall be solely responsible for any consequences arising as a result of accepting such Bid and for resolving any investor grievances arising as a result thereof;
(viiii) it shall not register/upload any Bid without first accepting the duly filled Bid cum Application Form in writing (including via facsimile), from the Bidder, whether in India or abroad; it shall be responsible for the completion and accuracy of all details (including the correct UPI ID for Bids by UPI Bidders) to be entered into the electronic bidding system of the Stock Exchanges based on the filled in Bid cum Application Form received by it including the correct UPI ID of the UPI Bidders Bidder and, subject to Clause 2.42.3, shall be responsible for any default, mistake or error in the Bid details uploaded by it or subsequent corrections including the UPI related details (as applicable) if such default, mistake or error are solely attributable to it and in resolving investor grievances arising from such errors, if such errors are solely attributable to it; it shall ensure that the required documents are attached to the Bid cum Application Form prior to uploading any Bid including Bids by UPI BiddersBid, and it shall ensure that such Bids and UPI IDs (as applicable) are uploaded on the electronic bidding systems of the Stock Exchanges on a regular basis during the Bid/ Offer Period in compliance with the SEBI ICDR Regulations and SEBI Process CircularRegulations, and within such time as permitted by the Stock Exchanges and the SEBI ICDR Regulations; it shall forward a schedule in the format prescribed under the UPI Circulars along with the Bid cum Application Form (carrying its identification markmark irrespective of the terminal from which the Bid has been uploaded), other than Bids by UPI Bidders under the UPI Mechanism, to the branch of the respective SCSBs for blocking of funds, within such time as permitted by the Stock Exchanges and Applicable Law or within such other timeline as prescribed under the UPI Circulars;
(ixii) it shall, shall after uploading the Bid, affix a stamp and give an acknowledgment, acknowledgment either by way of a counterfoil or specifying the application number to the Bidder as proof of having accepted the Bid cum Application Form in physical or electronic form, respectively, in accordance with Applicable Law. Further, it shall retain the physical Bid cum Application Forms submitted by UPI Bidders using UPI as a payment mechanism for a period of six months or such other period as may be prescribed, and shall thereafter forward such forms to the Company / RegistrarCompany; and shall maintain electronic records related to electronic Bid cum Application Forms submitted by such UPI Bidders for a minimum period of three years or such other period as may be prescribed under Applicable Law.;
(xiii) it will enter each Bid option and UPI ID (if applicable) option into the electronic bidding system as a separate Bid within the timelines prescribed by SEBI and generate a transaction registration slip an Acknowledgement Slip for each price and demand option and give such Acknowledgement Slip to the same Bidder. It shall also furnish an Acknowledgement Slip to the Bidder on request;
(xiiv) it shall register and upload the Bids received by it and its Sub-Syndicate Member, in relation thereto such as UPI ID, onto the electronic bidding system as soon as practicable on the same Working Day on which the Bids are received (subject to the Stock Exchanges permitting such upload on the same Working Day). The Anchor Investors shall deposit their Bid Amounts into the Escrow Accounts of the Company maintained with the designated Escrow Collection Banks for Anchor Investors, on the same day on which the Bid was received or any other period as agreed with the Lead Manager in consultation with the Registrar to the Issue within the time period prescribed under the SEBI ICDR Regulations and other Applicable Law, and for the remaining Bid Amount (in cases where the Anchor Investor Allocation Price is lower than the Issue Price), on or prior to the Anchor Investor Pay-in Date; and it acknowledges that if the relevant Bid Amounts are not deposited within the time period stipulated herein, then such Bids are liable to rejected. It does not comply with its obligations, within the time period stipulated herein, the relevant Escrow Collection Banks or SCSB, as the case may be, on the advice of the Registrar and/or the Lead Manager, may not accept the relevant Bid Amounts and the Bid cum Application Forms;
(v) it shall accept and upload Bids by ASBA Bidders only during the Bid/ Offer Bid/Issue Period. The members of the Syndicate shall indicate any revision in Price Band or change in Bid/Issue Period on the relevant website and the terminals of the members of the Syndicate, pursuant to any public notice that may be released by the Company in this regard. In case of Anchor Investors, the BRLMs Book Running Lead Manager shall accept Bids only during on the Anchor Investor Bid/ Offer Bidding Date;
(vi) The members of the Syndicate shall indicate any revision in Price Band or change in Bid/Issue Period as applicable on the relevant website and as the terminals of the members of the Syndicate, pursuant to any public notice that may be released by the Company in this regard.
(vii) it shall ensure that the “Do’s”, “Don’ts” and “Grounds for Technical Rejection” specified in the Red ▇▇▇▇▇▇▇ Prospectus are addressed in any Bid cum Application Forms collected by them, including ensuring that the PAN (except for ASBA Bids on behalf of the Central or State Government, officials appointed by a court of law, Bidders residing in the state of Sikkim or Bidders who are exempt from holding a PAN under Applicable Law), DP ID and Client ID, UPI ID if applicable, of the ASBA Bidder are quoted in accordance with the Applicable LawsBid cum Application Form. In case of residents of Sikkim, the members of the Syndicate shall verify the veracity of the claim of the investors that they are residents of Sikkim by collecting sufficient documentary evidence in support of their address as provided in the SEBI Circular MRD/DoP/Dep/Cir-29/2004 dated August 24, 2004;
(xiiviii) at the end of each day during the Bid/ Offer Bid/Issue Period, the demand for the Equity Shares (excluding the allocation made to the Anchor Investors during on the Anchor Investor Bid/ Offer PeriodBidding Date) and the Bid prices shall be displayed on an online graphical display at its Bidding terminals, for information to the public;
(xiiiix) it agrees that Anchor Investors shall upload/submit their Bids only through the BRLMs Book Running Lead Manager or their Affiliatesrespective affiliates. No other Member member of the Syndicate shall solicit orders or collect Bids from any Anchor Investors. It agrees that the Members members of the Syndicate (only in the Specified Locations) have the right to accept or reject Bids by QIBs (other than Anchor Investors). Further, Bids from QIBs can also be rejected, rejected by the Company Company, in consultation with the BRLMs, Book Running Lead Manager on technical grounds or such grounds as described in the Offer Issue Documents, in compliance with the Applicable Law. Bids from Non-Institutional Bidders, Retail Individual Bidders and UPI Bidders can be rejected on technical grounds only as described in the Offer Documents, in compliance with Applicable Lawonly. It shall not accept any Bids (other than from Anchor Investors and Bids using the UPI mechanism)that Investors) that are not made through the ASBA process and shall be treated as invalid and liable to be rejectedprocess. UPI Bidders using UPI Mechanismmechanism, may also submit their ASBA Forms with the Registered Brokers, RTA CRTA or Depository Participants;
(xivx) no Member member of the Syndicate shall accept any Bids from any Overseas Corporate Body;
(xvxi) it shall procure ASBA Forms from Syndicate ASBA Bidders only at the Specified Locations;
(xvixii) it shall ensure the availability of adequate infrastructure and other facilities for Biddingfacilities, and that including at least one of the members of the Syndicate shall be present at the Specified Locations so that there is least one electronically linked computer terminal, terminal at all the Specified Locations is available for the purpose of Bidding and for data entry of the Bids in a timely manner at all the Specified Locationsmanner;
(xviixiii) except in relation to the Bids received from Anchor Investors, Bids and any revisions in Bids will be accepted only between 10.00 10:00 a.m. IST and 5.00 5:00 p.m. (Indian Standard Time) IST during the Bid/ Offer Bid/Issue Period (except on the Bid/Issue Closing Date) at the Specified Locations (except on Bid/ Offer Closing Date, which for QIBs may be one Working Day prior to the Bid/ Offer Closing Date for other categories of Bidders)Locations. On the Bid/ Offer Bid/Issue Closing Date, Bids and any revisions in Bids will only be accepted between 10.00 10:00 a.m. (Indian Standard Time) IST and 3.00 3:00 p.m. (Indian Standard Time). On the Bid/ Offer Closing Date Bids shall be IST and uploaded until (i) 4.00 4:00 p.m. (Indian Standard Time) IST in case of Bids by QIBs and Non-Institutional InvestorsBidders; and (ii) until 5.00 5:00 p.m. (Indian Standard Time) IST or such extended time as permitted by the Stock Exchanges, in case of Bids by Retail Individual Bidders Investors, after taking into account the total number of applications received up to the closure of timings and reported by the BRLMs Book Running Lead Manager to the Stock Exchanges. The Company may, in consultation with the Book Running Lead Manager, consider closing the Bid / Issue Period for QIBs one working day prior to the Bid / Issue Closing Date in accordance with the SEBI ICDR Regulations. Bids will be accepted only on Working Days. The Company, in consultation with the Book Running Lead Managers may consider closing the Bid / Offer Period for QIBs one day prior to the Bid / Offer Closing Date in accordance with the SEBI ICDR Regulations. Any revision in the uploading time instructed by the Stock Exchanges shall be communicated to the Sub-Syndicate Members Member who in turn shall communicate such revision to their agents. It is clarified that Bids not uploaded on the electronic bidding system would be considered rejected. Due to limitation of time available for uploading Bids on the Bid / Issue Closing Date, Bidders are advised to submit Bids one day prior to the Bid / Issue Closing Date and, in any case, no later than the time specified by the Syndicate on the Bid / Issue Closing Date. If a large number of Bids are received on the Bid / Issue Closing Date, as is typically experienced in public issues, which may lead to some Bids not being uploaded due to lack of sufficient time to upload, such Bids that cannot be uploaded on the electronic bidding system will not be considered for allocation in the Issue. Bids will be accepted only on Working Days. Bids by ASBA Bidders shall be uploaded in the electronic system to be provided by the Stock Exchanges by for the Designated Intermediaries Intermediaries; in case of any discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical or electronic ASBA Form, for a particular Bidder, the details of the Bid file received from Stock Exchanges may be taken as final data for the purposes of Allotment;.
(xviiixiv) it shall ensure that its Sub-Syndicate Members Member shall, as applicable and in accordance with the UPI Circulars, enter the following details of an ASBA Bidder who submits an ASBA Bid at the Specified Locations in the electronic bidding system: (a) symbol; (b) intermediary code; (c) intermediary name; (d) location code; (e) name of the bidder; (f) name of the bank; (g) bank code; (h) category – individual, corporate, QIB, eligible NRI, etc.; (i) PAN (of the sole/first Bidder); (j) number of Equity Shares Bid for; (k) price per Equity Share; (l) Bid cum Application Form number; (m) DP ID and Client ID; (n) quantity; (o) amount; (p) order number; (q) depository of the beneficiary account of the Bidder; and (r) UPI ID. For Anchor Investors, the BRLMs shall enter details of the respective Anchor Investor Bid Amount as well as the payment reference;
(xix) it and its Sub-Syndicate Members, if any, shall undertake necessary modifications of select fields in the Bid details, already uploaded by it during the Bid/Offer Period, in compliance with Applicable Law, including the UPI Circulars and the Exchange Circulars;
(xx) it shall provide the identification numbers (terminal IDs) of all Specified Locations and those of its Sub-Syndicate Members, if any, to the Registrar to the Offer together with such other information that may be necessary to enable the Registrar to the Offer to keep a record of the bidding at each such bidding center at the end of each day during the Bid/ Offer Period;
(xxi) it shall register and upload the Bids received by it and its Sub-Syndicate Members, onto the electronic bidding system as soon as practicable on the same Working Day on which the Bids are received (subject to the Stock Exchanges permitting such upload on the same Working Day). The BRLMs will instruct the Anchor Investors to deposit their Bid Amounts into the Escrow Accounts of the Company maintained with the designated Escrow Collection Banks for Anchor Investors, on the same day on which the Bid was received or any other period as agreed with the BRLMs in consultation with the Registrar to the Offer within the time period prescribed under the SEBI ICDR Regulations and other Applicable Law, and for the remaining Bid Amount (in cases where the Anchor Investor Allocation Price is lower than the Offer Price), on or prior to the Anchor Investor Pay-in Date; and it acknowledges that if the relevant Bid Amounts are not deposited within the time period stipulated herein, then such Bids are liable to be rejected;
(xxii) the Members of the Syndicate or any of their Sub-Syndicate Members shall enter details of a Bidder in the electronic bidding system as specified in the Red ▇▇▇▇▇▇▇ Prospectus, the Preliminary Offering Memorandum, the SEBI ICDR Regulations and any circular issued by the SEBI from time to time;
(xxiii) it shall ensure that all records of the Bids including the ASBA Forms (submitted by the Syndicate ASBA Bidders), together with supporting documents, are maintained and forwarded to the SCSBs, except in relation to Bids from UPI Bidders, within the time periods specified by the Stock Exchanges or the SEBI ICDR Regulations, the SEBI Process Circulars or UPI Circulars;
(xxiv) except for UPI Bidders, it shall ensure that it has affixed its stamp on each Bid cum Application Form forwarded by it to SCSBs or Escrow Collection Banks or the Registrar, as applicable, under “Broker’s/ SCSB Branch’s Stamp / RTA /CDP” (as applicable) as an acknowledgement of upload of the Bid in the electronic bidding system of the Stock Exchanges; Bid cum Application Forms (except electronic Bid cum Application Forms) that do not bear such stamp are liable to be rejected. It is however clarified that Bids by Anchor Investors do not get uploaded on electronic bidding system of the Stock Exchanges on the Anchor Investor Bidding Date;
(xxv) in relation to the Bids procured from Anchor Investors, the BRLMs shall be responsible for providing a schedule (including application number, payment instrument number/ RTGS / NEFT/ UTR control number and Bid Amount paid by Anchor Investors) to the Escrow Collection Bank during the Anchor Investor Bid/ Offer Period or any other period as agreed among the BRLMs in consultation with the Registrar to the Offer;
(xxvi) it shall provide the Registrar to the Offer with a daily record, with a separate section for each of its bidding centers and those of its Sub-Syndicate Members, details relating to the Bid cum Application Forms received from the Bidders, details regarding registration of the Bids and Bid Amounts (other than Bids collected by SCSBs, CDPs, RTAs and Registered Brokers). This record (except Bids by Anchor Investors, and Bids by UPI Bidders using the UPI mechanism) shall be made available to the Registrar no later than 5 p.m. IST on any given day, or any such time permissible under Applicable Law, as agreed w
Appears in 1 contract
Sources: Syndicate Agreement
RESPONSIBILITIES OF THE MEMBERS OF THE SYNDICATE.
3.1 Each Member of the Syndicate hereby, severally and not jointly, represents and warrants 3.1. The Parties acknowledge that pursuant to the CompanySEBI Regulations, each of the Selling Shareholders all Bidders (other than Anchor Investors) are required to mandatorily submit their Bids and to the other Parties, in relation to the Offer, that (a) it is an intermediary registered with SEBI and has a valid SEBI registration certificate for acting as a Member of the Syndicate (“Registration Certificate”) and has not been debarred or prohibited from acting as an intermediary by SEBI; and participate in the event of withdrawal or cancellation of their Registration Certificate, such Member of Offer through the ASBA process and all Syndicate ASBA Bidders that are UPI Bidders are required to mandatorily Bid through the UPI Mechanism. The Parties further acknowledge that the Bid cum Application Forms submitted by ASBA Bidders shall promptly inform be processed only after the fact of such withdrawal or cancellation to other Parties; and (b) this Agreement Bid Amount has been duly authorizedblocked in such ASBA Bidder’s bank account, executed and delivered by it, and is a valid and legally binding obligation of such Member of the Syndicate in accordance with the terms of this AgreementMay 30 Circular and any other circulars issued by SEBI from time to time.
3.2 3.2. Subject to Clauses 3.3, 3.4 and Section 3.5 below, each of the Members members of the Syndicate shall have the following responsibilities and obligations in relation to the Offer, and each Member member of the Syndicate hereby severally (severally, and not jointly, or jointly and severally) represents, warrants, agrees, covenants and undertakes to the Company, the Selling Shareholders and other Members members of the Syndicate on behalf of itself, and to the extent relevant, its respective Sub-Syndicate Members that:
(i) it, or the respective Sub-Syndicate Member Members appointed by it, shall be responsible for collection of Bids (including Bids using the UPI Mechanism) from the Syndicate ASBA Bidders bidding through any Member and only the BRLMs shall be responsible for collection of the Syndicate or their respective Sub-Syndicate Members (other than Bids directly submitted to the SCSBs or Bids collected by Registered Brokers at the Broker Centres, CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations or the Bids submitted by the Anchor Investors to the BRLMs), only at the Specified Locations, as applicable, in the manner specified in this Agreement, the SEBI ICDR RegulationsRegulations and any other Applicable Law, the Offer DocumentsRed ▇▇▇▇▇▇▇ Prospectus, the Prospectus, the Preliminary Offering Memorandum, the Offering Memorandum, the terms of the Bid cum Application Form, other Applicable Laws UPI Circulars, the Allotment Advice and instructions issued jointly by the BRLMs and the Registrar to the Offer. Provided that in the event of any failure of Bids on account of any non-biddingRegistrar, error, fraud or malpractice by the relevant SCSB with whom such Syndicate ASBA Bid was submitted, deposited or forwarded by the Members of the Syndicate, the Member of the Syndicate shall not be liable and the relevant SCSB shall be responsible for the sameas applicable;
(ii) it shall follow all instructions issued by the BRLMs and the Registrar to the Offer, in accordance with Applicable Law and this Agreement, in dealing with the Bid cum Application Forms including with respect to (a) the Bids submitted by QIBs (including Anchor Investors which shall be in accordance with Clause 3.5 below) and (b) the Bids submitted through their respective Sub-Syndicate Members, as applicable, at Specified Locations;
(iii) all Bids (other than Bids by UPI Bidders) shall be submitted to an SCSB for uploading and blocking of the funds and uploading on the electronic bidding platform of the Stock Exchanges;
(iviii) any Bids submitted by the Syndicate/ their respective Sub-Syndicate Members to an SCSB shall be made on a special Bid cum Application Form and the heading/ watermark “Syndicate ASBA” must be used by the Syndicate/ Sub-Syndicate Member Members along with the SM Code syndicate member code and Broker Code broker code mentioned on such special Bid cum Application Form to be eligible for brokerage on Allotment. However, any such special Bid cum Application Forms used for Bids by UPI Bidders shall not be eligible for brokerage;
(viv) it agrees and acknowledges that the Bids by Anchor Investors shall be submitted at the select offices of the BRLMs and shall will not be collected by the Syndicate Members;
(vi) it shall procure accept Bid cum Application Forms from ASBA Bidders bidding through using UPI as a payment mechanism if they are not in accordance with the UPI Circulars;
(v) it shall follow all instructions issued by the BRLMs and the Registrar in dealing with the Bid cum Application Forms with respect to Bids submitted to any Member member of the Syndicate or their respective its Sub-Syndicate Members, as applicable, only at the Specified Locations;
(vii) it shall accept Bids from Bidders (other than Anchor Investors) only through ASBA process in terms of the SEBI Process Circulars. Bids through any other modes (other than Bids submitted by Anchor Investors) shall be treated as invalid and be rejected. If it accepts any Bids through modes other than ASBA process (other than Bids submitted by Anchor Investors), it shall be solely responsible for any consequences arising as a result of accepting such Bid and for resolving any investor grievances arising as a result thereof;
(viiivi) it shall not register/upload any Bid without first accepting the duly filled Bid cum Application Form in writing (including via facsimile), electronic means) from the Bidder, whether in India or abroad; it shall be responsible for the completion and accuracy of all details (including the correct UPI ID for Bids by UPI Bidders) to be entered into the electronic bidding system of the Stock Exchanges based on the filled in Bid cum Application Form received by it it, including the correct UPI ID of the UPI Bidders relevant Bidder (as applicable), and, subject to Clause Section 2.4, shall be responsible for any default, mistake or error in the Bid details uploaded by it or subsequent corrections including the UPI related details (as applicable) if such default, mistake or error are solely attributable to it and in resolving investor grievances arising from such errors, if such defaults, mistakes or errors are solely attributable to it; it shall ensure that the required documents are attached to the Bid cum Application Form prior to uploading any Bid including Bids by UPI BiddersBid, and it shall ensure that such Bids and UPI IDs (as applicable) are uploaded on the electronic bidding systems of the Stock Exchanges on a regular basis during the Bid/ Offer Period in compliance with the SEBI ICDR Regulations and SEBI Process CircularRegulations, and within such time as permitted by the Stock Exchanges and the SEBI ICDR Regulations; it shall forward a schedule in the format prescribed under the UPI Circulars along with the Bid cum Application Form (carrying its identification mark), other than Bids by UPI Bidders under the UPI Mechanism, to the branch of the respective SCSBs for blocking of funds, within such time as permitted by the Stock Exchanges and Applicable Law or within such other timeline as prescribed under the UPI Circulars;
(ixvii) it shall, after uploading the Bid, affix a stamp and shall give an acknowledgment, either by way of a counterfoil acknowledgment or specifying specify the application number to the Bidder as proof of having accepted the Bid cum Application Form in physical or electronic form, respectively, in accordance with Applicable Law. Further, it shall retain the physical Bid cum Application Forms submitted by UPI Bidders using UPI as a payment mechanism for a period of six months or such other period as may be prescribed, and shall thereafter forward such forms to the Company / Company/ Registrar; and shall maintain electronic records related to electronic Bid cum Application Forms submitted by such UPI Bidders for a minimum period of three years or such other period as may be prescribed under Applicable Law;
(xviii) as specified in the Red ▇▇▇▇▇▇▇ Prospectus, the Preliminary Offering Memorandum and the SEBI Regulations, the members of the Syndicate or any of their Sub-Syndicate Members shall enter the details of a Bidder, including UPI ID, if applicable, in the electronic bidding system. Further, it will and its Sub- Syndicate Members shall enter each Bid option and UPI ID (if applicable) option into the electronic bidding system as a separate Bid within the timelines prescribed by SEBI such time as may be prescribed, and generate a transaction registration slip an Acknowledgement Slip for each price and demand option and give the same furnish such Acknowledgement Slip to the Bidder on Bidder, including upon request;
(xiix) it shall accept and upload Bids by ASBA Bidders only during the Bid/ Bid/Offer Period, as applicable and as specified in the Red ▇▇▇▇▇▇▇ Prospectus. In case of Anchor Investors, the BRLMs shall accept Bids only during the Anchor Investor Bid/ Offer Period as applicable and as specified in the Red ▇▇▇▇▇▇▇ Prospectus and in accordance with the Applicable LawsBidding Date;
(xiix) the members of the Syndicate shall indicate any revision in Price Band or change in Bid/Offer Period on the relevant website and the terminals of the members of the Syndicate, pursuant to any public notice that may be released by the Company in this regard;
(xi) at the end of each day during of the Bid/ Bid/Offer Period, the demand for the Equity Shares (excluding the allocation made to the Anchor Investors during the Anchor Investor Bid/ Offer Period) and the Bid prices shall be displayed shown graphically on an online graphical display at its Bidding terminals, terminals for information to of the public;
(xiiixii) it agrees acknowledges that Anchor Investors shall upload/submit their Bids only through the BRLMs or their AffiliatesBRLMs. No other Member member of the Syndicate shall solicit orders or collect Bids from any Anchor Investors. It Further, it agrees that the Members members of the Syndicate (only in the Specified Locations) have the right to accept or reject Bids by QIBs (other than Anchor Investors). Further, Bids from QIBs can also be rejected, by the Company rejected in consultation accordance with the BRLMsPreliminary Offering Memorandum and the Offering Memorandum, including on technical grounds or such grounds (as described set out in the Offer Documents, in compliance with Applicable Law. Bids from Non-Institutional Bidders, Retail Individual Bidders and UPI Bidders can be rejected on technical grounds only as described in the Offer Documents, in compliance with Applicable LawGeneral Information Document). It shall not accept any Bids (other than from Anchor Investors and Bids using the UPI mechanism)that Investors) that are not made through the ASBA process and shall be treated as invalid and liable to be rejectedprocess. UPI Bidders using the UPI Mechanism, Mechanism may also submit their ASBA Forms with the Registered Brokers, RTA RTAs or Depository ParticipantsCDPs;
(xivxiii) no Member member of the Syndicate shall accept any Bids from any Overseas Corporate Body;
(xvxiv) it shall procure ASBA Forms from Syndicate ASBA Bidders only at the Specified Locations;
(xvixv) it shall ensure the availability of adequate infrastructure and other facilities for Bidding, and that at least one of the members of the Syndicate shall be present at the Specified Locations so that there is least one electronically linked computer terminal, for the purpose of Bidding and for data entry of the Bids in a timely manner manner, including that at least one electronically linked computer terminal being available for the purpose of Bidding at all the Specified Locations;
(xviixvi) except in relation to the Bids received from Anchor Investors, Bids and any revisions in Bids will be accepted only between 10.00 10:00 a.m. IST and 5.00 5:00 p.m. (Indian Standard Time) IST during the Bid/ Bid/Offer Period at the Specified Locations (except on Bid/ Offer Closing Date, which for QIBs may be one Working Day prior to the Bid/ Offer Closing Date for other categories of Bidders). On the Bid/ Offer Closing Date, Bids and any revisions in Bids will only be accepted between 10.00 a.m. (Indian Standard Time) and 3.00 p.m. (Indian Standard Time). On the Bid/ Offer Closing Date Bids shall be uploaded until (i) 4.00 p.m. (Indian Standard Time) in case of Bids by QIBs and Non-Institutional Investors; and (ii) until 5.00 p.m. (Indian Standard Time) or such extended time as permitted by the Stock Exchanges, in case of Bids by Retail Individual Bidders after taking into account the total number of applications received up to the closure of timings and reported by the BRLMs to the Stock Exchanges. Bids will be accepted only on Working Days. The Company, in consultation with the Book Running Lead Managers may consider closing the Bid / Offer Period for QIBs one day prior to the Bid / Offer Closing Date in accordance with the SEBI ICDR Regulations. Any revision in the uploading time instructed by the Stock Exchanges shall be communicated to the Sub-Syndicate Members who in turn shall communicate such revision to their agents. It is clarified that Bids not uploaded on the electronic bidding system would be considered rejected. Bids by ASBA Bidders shall be uploaded in the electronic system to be provided by the Stock Exchanges by for the Designated Intermediaries Intermediaries; in case of any discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical or electronic ASBA Form, for a particular Bidder, the details of the Bid file received from Stock Exchanges may be taken as final data for the purposes of Allotment;
(xvii) it acknowledges that RIBs and Eligible Employees Bidding in the Employee Reservation Portion can revise their Bids during the Bid/Offer Period. The members of the Syndicate shall, no later than 5:00 p.m. IST on the Bid/Offer Closing Date or any other period as permitted under Applicable Law and agreed by the BRLMs in consultation with the Registrar, carry out the necessary modifications of the Bids already uploaded in accordance with Applicable Law, and, if applicable, forward the relevant forms to the SCSBs or the Registrar. Subsequently, the Stock Exchanges will share the revised Bid details along with the UPI ID of the UPI Bidders to the Sponsor Banks and the Sponsor Banks shall revoke the earlier UPI Mandate Request and initiate a new UPI Mandate Request for the revised Bid;
(xviii) it shall ensure acknowledges that its Sub-Syndicate Members shall, as applicable and in accordance with the UPI CircularsMarch 16 Circular, enter to avoid duplication, the following details facility of an ASBA Bidder who submits an ASBA Bid at the Specified Locations in the electronic bidding system: (a) symbol; (b) intermediary code; (c) intermediary name; (d) location code; (e) name re- initiation provided to members of the bidder; (f) name of Syndicate shall preferably be allowed only once per Bid or batch and as deemed fit by the bank; (g) bank code; (h) category – individualconcerned Stock Exchange, corporate, QIB, eligible NRI, etc.; (i) PAN (of the sole/first Bidder); (j) number of Equity Shares after Bid for; (k) price per Equity Share; (l) Bid cum Application Form number; (m) DP ID and Client ID; (n) quantity; (o) amount; (p) order number; (q) depository of the beneficiary account of the Bidder; and (r) UPI ID. For Anchor Investors, the BRLMs shall enter details of the respective Anchor Investor Bid Amount as well as the payment referenceclosure time;
(xix) it and its Sub-Syndicate Members, if any, shall undertake necessary modifications of select fields in the Bid details, including UPI ID (as applicable), already uploaded by it during the Bid/Offer Period, including on account of inconsistencies brought to the attention of the relevant member of the Syndicate by the Stock Exchanges or otherwise during validation of electronic Bid details, in compliance with Applicable Lawterms of the SEBI Regulations and within such timelines prescribed thereunder, including the UPI Circulars and the Exchange Circularsas applicable;
(xx) it shall provide the identification numbers (terminal IDs) of all Specified Locations its Bidding Centers and those of its Sub-Sub- Syndicate Members, if any, to the Registrar to the Offer together with such other information that may be necessary to enable the Registrar to the Offer to keep a record of the bidding at each such bidding center Bidding Center at the end of each day during the Bid/ Bid/Offer Period;
(xxi) it shall provide the Registrar with a daily record, with a separate section for each of its Bidding Centers and those of its Sub-Syndicate Members, details relating to the Bid cum Application Forms received from the Bidders, details regarding registration of the Bids, and the Bid Amounts (other than Bids collected by SCSBs, CDPs, RTAs and Registered Brokers) within such timelines as may be prescribed under Applicable Law;
(xxii) it shall register and upload the Bids received by it and its Sub-Syndicate Members, onto the electronic bidding system as soon as practicable on the same Working Day on which the Bids are received (subject to the Stock Exchanges permitting such upload on the same Working Day). .
(xxiii) The BRLMs will instruct the Anchor Investors to deposit their the Bid Amounts in relation to the Bids by Anchor Investors into the relevant Escrow Accounts Account of the Company maintained with the designated Escrow Collection Banks Bank for Anchor Investors, on the same day on which the Bid was received or any other period as agreed with the BRLMs in consultation with the Registrar to the Offer within the time period prescribed under the SEBI ICDR Regulations and other Applicable Law, and for the remaining Bid Amount (in cases where the Anchor Investor Allocation Price is lower than the Offer Price), on or prior to the Anchor Investor Pay-in Date; and it acknowledges that if the relevant Bid Amounts are it does not deposited comply with its obligations, within the time period stipulated herein, then such the Escrow Collection Bank or SCSB, as the case may be, on the advice of the Registrar and/or the BRLMs, may not accept the relevant Bid Amounts and the Bid cum Application Forms; and it shall not collect or deposit payment instruments drawn in favor of the Company or any other party or account, other than in favor of the designated Escrow Account as specified in the Bid cum Application Form, the Red ▇▇▇▇▇▇▇ Prospectus and the Preliminary Offering Memorandum; and with respect to Bids are liable to be rejected;
(xxii) by the Members Syndicate ASBA Bidders who have chosen a non-UPI payment mechanism, it shall not accept any ASBA Form without satisfying itself that the SCSB where the ASBA Account is maintained, as specified in the ASBA Form, has named at least one Designated Branch in that Specified Location in which member of the Syndicate or any of their its Sub-Syndicate Members is accepting the ASBA Form or in case the Syndicate ASBA Bidder has chosen UPI as the mode of payment, the ASBA Form contains the UPI ID for such Bidder linked to a bank account of an SCSB notified by the SEBI which is live on UPI 2.0;
(xxiv) it shall enter details take all necessary steps and co-operate with the Escrow Collection Bank, the Refund Bank, the Public Offer Account Bank and the Registrar to ensure that the Allotment of a Bidder the Equity Shares and refund, if any, of any amount collected during the Anchor Investor Bidding Date and the Anchor Investor Pay-in Date, if applicable, and any other post-Offer activities are completed within the electronic bidding system as time period specified in the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus, the Preliminary Offering Memorandum, the SEBI ICDR Regulations Offering Memorandum and any circular issued by the SEBI from time to timeRegulations;
(xxiiixxv) it shall ensure that all records be responsible for collection of the Bids including the ASBA Forms (submitted by and other documents attached to the ASBA Forms from Syndicate ASBA Bidders at the Specified Locations and if applicable (other than UPI Bidders), together deposit thereof (with supporting documentsrelevant schedules) with the relevant branch of the SCSB where the ASBA Account, are as specified in the ASBA Form, is maintained and forwarded named by such SCSB to accept such ASBA Form, no later than the SCSBsperiod agreed with the BRLMs in consultation with the Registrar, except in relation to or required under Applicable Law, for uploading the Bids from UPI Biddersonto the electronic bidding system. The members of the Syndicate acknowledge that if they do not comply with their obligations, within the time periods specified by the Stock Exchanges or the SEBI ICDR Regulationsperiod stipulated herein, the SEBI Process Circulars or UPI Circularsrelevant SCSB, on the advice of the Registrar and the other members of the Syndicate, may not accept the ASBA Form;
(xxivxxvi) except for UPI Bidders, it shall ensure that it has affixed its stamp on in the main body of each Bid cum Application Form forwarded (except electronic Bid cum Application Forms) submitted by it to SCSBs or Escrow Collection Banks or the Registrar, as applicable, under “Broker’s/ SCSB Branch’s Stamp / RTA /CDP” (as applicable) as an acknowledgement of upload of the Bid in the electronic bidding system of the Stock Exchanges; a Syndicate ASBA Bidder. Bid cum Application Forms (except electronic Bid cum Application Forms) that do not bear such stamp stamps are liable to be rejected. It is however clarified that Bids by Anchor Investors do not get uploaded on electronic bidding system of the Stock Exchanges on the Anchor Investor Bidding Date;
(xxvxxvii) it shall be bound by and shall follow the operational instructions relating to the method and manner of the Offer process as prescribed in this Agreement, the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus, the Preliminary Offering Memorandum, the Offering Memorandum, the SEBI Regulations, any other Applicable Law and any guidance or instructions issued by the BRLMs and/or the Registrar, in relation to the Bids procured from Anchor Investorssubmitted by the Syndicate ASBA Bidders;
(xxviii) it shall be bound by, and shall comply with all Applicable Law in connection with the Offer, including the ICDR Regulations specifically relating to advertisements and research reports and undertakes that it:
a. shall not distribute any information extraneous to the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus, the Preliminary Offering Memorandum or the Offering Memorandum to any one section of the investors or research analysts in any manner whatsoever (including, without limitation, at road shows, presentations, in research or sales reports or at Bidding Centers, etc.) until 40 days after the date of listing of the Equity Shares or such other time as agreed by the BRLMs shall be responsible for providing a schedule (including application number, payment instrument number/ RTGS / NEFT/ UTR control number and Bid Amount paid by Anchor Investors) notified to the Escrow Collection Bank during members of the Anchor Investor Bid/ Offer Period Syndicate; and
b. shall not make any disclosure or any other period announcements to the public or the press regarding any aspect of the Offer until the commencement of trading of the Equity Shares, except as agreed among may be directed or permitted, in writing by the Company and the BRLMs or as may be permitted under any contractual understanding or agreement or as may be directed by the SEBI or the Stock Exchanges or as required by Applicable Law.
(xxix) it acknowledges that Bids are liable to be rejected either before entering the Bid into the electronic bidding system or at any time prior to the Allotment of Equity Shares in consultation with the Registrar to the Offer;
(xxvixxx) it shall provide the Registrar to the Offer with a daily record, with a separate section for each of its bidding centers and those of its Sub-Syndicate Members, details relating to the not accept multiple Bid cum Application Forms received from the same Bidders, details regarding registration of except as stated in the Bids Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus, the Preliminary Offering Memorandum and Bid Amounts (other than Bids collected by SCSBsthe Offering Memorandum. However, CDPssubject to the conditions set out in the Red ▇▇▇▇▇▇▇ Prospectus, RTAs and Registered Brokers). This record (except Bids by QIBs under the Anchor Investors, Investor Portion and the QIB Portion will not be treated as multiple Bids. Bids by UPI Bidders using Eligible Employees Bidding in the UPI mechanism) shall be made available to Employee Reservation Portion and also Bidding in the Registrar no later than 5 p.m. IST on any given day, Retail Portion or any such time permissible under Applicable Law, as agreed wthe Non-Institutional
Appears in 1 contract
Sources: Syndicate Agreement
RESPONSIBILITIES OF THE MEMBERS OF THE SYNDICATE.
3.1 Each Member of The Parties acknowledge that pursuant to SEBI ICDR Regulations and the Syndicate herebySEBI Process Circulars, severally all Bidders (other than Anchor Investors) are required to mandatorily submit their Bids and not jointly, represents and warrants to the Company, each of the Selling Shareholders and to the other Parties, in relation to the Offer, that (a) it is an intermediary registered with SEBI and has a valid SEBI registration certificate for acting as a Member of the Syndicate (“Registration Certificate”) and has not been debarred or prohibited from acting as an intermediary by SEBI; and participate in the event of withdrawal or cancellation of their Registration Certificate, such Member of Offer through the ASBA process and all Syndicate shall promptly inform ASBA Bidders that are UPI Bidders are required to mandatorily Bid through the fact of such withdrawal or cancellation to other Parties; and (b) this Agreement has been duly authorized, executed and delivered by it, and is a valid and legally binding obligation of such Member of the Syndicate in accordance with the terms of this AgreementUPI Mechanism.
3.2 Subject to Clauses 3.3, 3.4 and Clause 3.5 below, each of the Members members of the Syndicate shall have the following responsibilities and obligations in relation to the Offer, and each Member member of the Syndicate hereby severally (and not jointly, or jointly and severally) represents, warrants, agrees, covenants and undertakes to the Company, the Selling Shareholders and other Members members of the Syndicate Syndicate, on behalf of itself, and to the extent relevant, its respective Sub-Syndicate Members thatsyndicate Members:
(i) it, or the respective Sub-Syndicate Member appointed by it, shall be responsible for collection of Bids (including Bids using the UPI Mechanism) from the Syndicate ASBA Bidders bidding through any Member of and the Syndicate or their respective Sub-Syndicate Members (other than Bids directly submitted to the SCSBs or Bids collected by Registered Brokers at the Broker Centres, CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations or the Bids submitted by BRLMs shall be responsible for instructing the Anchor Investors to deposit Bid Amount in the BRLMs), only at the Specified Locations, as applicable, Escrow Account in the manner specified in this Agreement, the SEBI ICDR RegulationsRegulations and any other Applicable Law, the Offer DocumentsRed ▇▇▇▇▇▇▇ Prospectus, the terms of the Bid cum Application Form, other Applicable Laws and instructions issued jointly by the BRLMs and the Registrar to the Offer. Provided that in the event of any failure of Bids on account of any non-bidding, error, fraud or malpractice by the relevant SCSB with whom such Syndicate ASBA Bid was submitted, deposited or forwarded by the Members of the SyndicateProspectus, the Member of Preliminary Offering Memorandum, the Syndicate shall not be liable and the relevant SCSB shall be responsible for the same;
(ii) it shall follow all instructions issued by the BRLMs and the Registrar to the OfferOffering Memorandum, in accordance with Applicable Law and this Agreement, in dealing with the Bid cum Application Forms including with respect to (a) the Bids submitted by QIBs (including Anchor Investors which shall be in accordance with Clause 3.5 below) and (b) the Bids submitted through their respective Sub-Syndicate Members, as applicable, at Specified Locations;
(iii) all Bids (other than Bids by UPI Bidders) shall be submitted to an SCSB for uploading and blocking of the funds and uploading on the electronic bidding platform of the Stock Exchanges;
(iv) any Bids submitted by the Syndicate/ their respective Sub-Syndicate Members to an SCSB shall be made on a special Bid cum Application Form and the heading/ watermark “Syndicate ASBA” must be used by the Syndicate/ Sub-Syndicate Member along with the SM Code and Broker Code mentioned on such special Bid cum Application Form to be eligible for brokerage on Allotment. However, any such special Bid cum Application Forms used for Bids by UPI Bidders shall not be eligible for brokerageAllotment Advice as applicable;
(vii) it agrees and acknowledges that the Bids by Anchor Investors shall be submitted at the select offices of the BRLMs and shall not be collected by the Syndicate MembersMember;
(viiii) it shall procure follow all instructions issued by the BRLMs and the Registrar in dealing with the Bid cum Application Forms from (including with respect to Bids by the Syndicate ASBA Bidders bidding through any Member of and the Syndicate Anchor Investors) procured by it or their its respective Sub-Syndicate Members, as applicableif any, only at the Specified Locations;
(vii) it shall accept Bids from Bidders (other than Anchor Investors) only through ASBA process in terms of the SEBI Process Circulars. Bids through any other modes (other than Bids submitted by Anchor Investors) shall be treated as invalid and be rejected. If it accepts any Bids through modes other than ASBA process (other than Bids submitted by Anchor Investors), it shall be solely responsible for any consequences arising as a result of accepting such Bid and for resolving any investor grievances arising as a result thereof;
(viiiiv) it shall not register/upload any Bid without first accepting the duly filled Bid cum Application Form in writing (including via facsimile), from the Bidder, whether in India or abroad; it shall be responsible for the completion and accuracy of all details (including the correct UPI ID for Bids by UPI Bidders) to be entered into the electronic bidding system of the Stock Exchanges based on the filled in Bid cum Application Form received by it including the correct UPI ID of the UPI Bidders Bidder and, subject to Clause 2.42.3, shall be responsible for any default, mistake or error in the Bid details uploaded by it or subsequent corrections including the UPI related details (as applicable) if such default, mistake or error are solely attributable to it and in resolving investor grievances arising from such errors, if such errors are solely attributable to it; it shall ensure that the required documents are attached to the Bid cum Application Form prior to uploading any Bid including Bids by UPI BiddersBid, and it shall ensure that such Bids and UPI IDs (as applicable) are uploaded on the electronic bidding systems of the Stock Exchanges on a regular basis during the Bid/ Offer Period in compliance with the SEBI ICDR Regulations and SEBI Process CircularRegulations, and within such time as permitted by the Stock Exchanges and the SEBI ICDR Regulations; it shall forward a schedule in the format prescribed under the UPI Circulars along with the Bid cum Application Form (carrying its identification markmark irrespective of the terminal from which the Bid has been uploaded), other than Bids by UPI Bidders under the UPI Mechanism, to the branch of the respective SCSBs for blocking of funds, within such time as permitted by the Stock Exchanges and Applicable Law or within such other timeline as prescribed under the UPI CircularsLaw;
(ixv) it shall, after uploading the Bid, affix a stamp and shall give an acknowledgment, either by way of a counterfoil acknowledgment or specifying specify the application number to the Bidder as proof of having accepted the Bid cum Application Form in physical or electronic form, respectively, in accordance with Applicable Law. Further, it shall retain the physical Bid cum Application Forms submitted by UPI Bidders using UPI as a payment mechanism for a period of six months or such other period as may be prescribed, and shall thereafter forward such forms to the Company / Company/ Registrar; and shall maintain electronic records related to electronic Bid cum Application Forms submitted by such UPI Bidders for a minimum period of three years or such other period as may be prescribed under Applicable Law;
(xvi) it will enter each Bid option and UPI ID (if applicable) option into the electronic bidding system as a separate Bid within the timelines prescribed by SEBI and generate a transaction registration slip an Acknowledgement Slip for each price and demand option and give such Acknowledgement Slip to the same Bidder. It shall also furnish an Acknowledgement Slip to the Bidder on request;
(xivii) it shall accept and upload Bids by ASBA Bidders only during the Bid/ Bid/Offer Period. The members of the Syndicate shall indicate any revision in Price Band or change in Bid/Offer Period on the relevant website and the terminals of the members of the Syndicate, pursuant to any public notice that may be released by the Company in this regard. In case of Anchor Investors, the BRLMs shall accept Bids only during on the Anchor Investor Bid/ Offer Period as applicable and as specified in the Red ▇▇▇▇▇▇▇ Prospectus and in accordance with the Applicable LawsBidding Date;
(xiiviii) at the end of each day during the Bid/ Bid/Offer Period, the demand for the Equity Shares (excluding the allocation made to the Anchor Investors during on the Anchor Investor Bid/ Offer PeriodBidding Date) and the Bid prices shall be displayed on an online graphical display at its Bidding terminals, for information to the public;
(xiiiix) it agrees that Anchor Investors shall upload/submit their Bids only through the BRLMs or their AffiliatesBRLMs. No other Member member of the Syndicate shall solicit orders or collect Bids from any Anchor Investors. It agrees that the Members members of the Syndicate (only in the Specified Locations) have the right to accept or reject Bids by QIBs (other than Anchor Investors). Further, Bids from QIBs can also be rejected, rejected by the Company Company, in consultation with the BRLMs, BRLMs on technical grounds or such grounds as described in the Offer Documents, in compliance with Applicable Law. Bids from Non-Institutional Bidders, Retail Individual Bidders and UPI Bidders can be rejected on technical grounds only as described in the Offer Documents, in compliance with Applicable Lawonly. It shall not accept any Bids (other than from Anchor Investors and Bids using the UPI mechanism)that Investors) that are not made through the ASBA process and shall be treated as invalid and liable to be rejectedprocess. UPI Bidders using UPI Mechanismmechanism, may also submit their ASBA Forms with the Registered Brokers, RTA or Depository Participants;
(xivx) no Member member of the Syndicate shall accept any Bids from any Overseas Corporate Body;
(xvxi) it shall procure ASBA Forms from Syndicate ASBA Bidders only at the Specified Locations;
(xvixii) it shall ensure the availability of adequate infrastructure and other facilities for Biddingfacilities, and that including at least one of the members of the Syndicate shall be present at the Specified Locations so that there is least one electronically linked computer terminal, terminal at all the Specified Locations is available for the purpose of Bidding and for data entry of the Bids in a timely manner at all the Specified Locationsmanner;
(xviixiii) except in relation to the Bids received from Anchor Investors, Bids and any revisions in Bids will be accepted only between 10.00 10:00 a.m. IST and 5.00 5:00 p.m. (Indian Standard Time) IST during the Bid/ Bid/Offer Period (except on the Bid/Offer Closing Date) at the Specified Locations (except on Bid/ Offer Closing Date, which for QIBs may be one Working Day prior to the Bid/ Offer Closing Date for other categories of Bidders)Locations. On the Bid/ Bid/Offer Closing Date, Bids and any revisions in Bids will only be accepted between 10.00 10:00 a.m. (Indian Standard Time) IST and 3.00 3:00 p.m. (Indian Standard Time). On the Bid/ Offer Closing Date Bids shall be IST and uploaded until (i) 4.00 4:00 p.m. (Indian Standard Time) IST in case of Bids by QIBs and Non-Institutional InvestorsBidders; and (ii) until 5.00 5:00 p.m. (Indian Standard Time) IST or such extended time as permitted by the Stock Exchanges, in case of Bids by Retail Individual UPI Bidders , after taking into account the total number of applications received up to the closure of timings and reported by the BRLMs to the Stock Exchanges. Bids will be accepted only on Working Days. The CompanyCompany may, in consultation with the Book Running Lead Managers may BRLMs, consider closing the Bid / Offer Period for QIBs one day prior to the Bid / Offer Closing Date in accordance with the SEBI ICDR Regulations. Bids will be accepted only on Working Days. Any revision in the uploading time instructed by the Stock Exchanges shall be communicated to the Sub-Syndicate Members who in turn shall communicate such revision to their agents. It is clarified that Bids not uploaded on the electronic bidding system would be considered rejected. Bids by ASBA Bidders shall be uploaded in the electronic system to be provided by the Stock Exchanges by for the Designated Intermediaries Intermediaries; in case of any discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical or electronic ASBA Form, for a particular Bidder, the details of the Bid file received from Stock Exchanges may be taken as final data for the purposes of Allotment;.
(xviiixiv) it shall ensure that its Sub-Syndicate Members shall, as applicable and in accordance with the UPI Circulars, enter the following details of an ASBA Bidder who submits an ASBA Bid at the Specified Locations in the electronic bidding system: (a) symbol; (b) intermediary code; (c) intermediary name; (d) location code; (e) name of the bidder; (f) name of the bank; (g) bank code; (h) category – individual, corporate, QIB, eligible NRI, etc.; (i) PAN (of the sole/first Bidder); (j) number of Equity Shares Bid for; (k) price per Equity Share; (l) Bid cum Application Form number; (m) DP ID and Client ID; (n) quantity; (o) amount; (p) order number; (q) depository of the beneficiary account of the Bidder; and (r) UPI ID. For Anchor Investors, the BRLMs shall enter details of the respective Anchor Investor Bid Amount as well as the payment reference;
(xix) it and its Sub-Syndicate Members, if any, shall undertake necessary modifications of select fields in the Bid details, already uploaded by it during the Bid/Offer Period, in compliance with Applicable Law, including the UPI Circulars and the Exchange Circulars;
(xx) it shall provide the identification numbers (terminal IDs) of all Specified Locations and those of its Sub-Syndicate Members, if any, to the Registrar to the Offer together with such other information that may be necessary to enable the Registrar to the Offer to keep a record of the bidding at each such bidding center at the end of each day during the Bid/ Offer Period;
(xxi) it shall register and upload the Bids received by it and its Sub-Syndicate Members, onto the electronic bidding system as soon as practicable on the same Working Day on which the Bids are received (subject to the Stock Exchanges permitting such upload on the same Working Day). The BRLMs will instruct the Anchor Investors to deposit their Bid Amounts into the Escrow Accounts of the Company maintained with the designated Escrow Collection Banks for Anchor Investors, on the same day on which the Bid was received or any other period as agreed with the BRLMs in consultation with the Registrar to the Offer within the time period prescribed under the SEBI ICDR Regulations and other Applicable Law, and for the remaining Bid Amount (in cases where the Anchor Investor Allocation Price is lower than the Offer Price), on or prior to the Anchor Investor Pay-in Date; and it acknowledges that if the relevant Bid Amounts are not deposited within the time period stipulated herein, then such Bids are liable to be rejected;
(xxii) the Members of the Syndicate or any of their Sub-Syndicate Members shall enter details of a Bidder in the electronic bidding system as specified in the Red ▇▇▇▇▇▇▇ Prospectus, the Preliminary Offering Memorandum, the SEBI ICDR Regulations and any circular issued by the SEBI from time to time;
(xxiii) it shall ensure that all records of the Bids including the ASBA Forms (submitted by the Syndicate ASBA Bidders), together with supporting documents, are maintained and forwarded to the SCSBs, except in relation to Bids from UPI Bidders, within the time periods specified by the Stock Exchanges or the SEBI ICDR Regulations, the SEBI Process Circulars or UPI Circulars;
(xxiv) except for UPI Bidders, it shall ensure that it has affixed its stamp on each Bid cum Application Form forwarded by it to SCSBs or Escrow Collection Banks or the Registrar, as applicable, under “Broker’s/ SCSB Branch’s Stamp / RTA /CDP” (as applicable) as an acknowledgement of upload of the Bid in the electronic bidding system of the Stock Exchanges; Bid cum Application Forms (except electronic Bid cum Application Forms) that do not bear such stamp are liable to be rejected. It is however clarified that Bids by Anchor Investors do not get uploaded on electronic bidding system of the Stock Exchanges on the Anchor Investor Bidding Date;
(xxv) in relation to the Bids procured from Anchor Investors, the BRLMs shall be responsible for providing a schedule (including application number, payment instrument number/ RTGS / NEFT/ UTR control number and Bid Amount paid by Anchor Investors) to the Escrow Collection Bank during the Anchor Investor Bid/ Offer Period or any other period as agreed among the BRLMs in consultation with the Registrar to the Offer;
(xxvi) it shall provide the Registrar to the Offer with a daily record, with a separate section for each of its bidding centers and those of its Sub-Syndicate Members, details relating to the Bid cum Application Forms received from the Bidders, details regarding registration of the Bids and Bid Amounts (other than Bids collected by SCSBs, CDPs, RTAs and Registered Brokers). This record (except Bids by Anchor Investors, and Bids by UPI Bidders using the UPI mechanism) shall be made available to the Registrar no later than 5 p.m. IST on any given day, or any such time permissible under Applicable Law, as agreed w
Appears in 1 contract
Sources: Syndicate Agreement
RESPONSIBILITIES OF THE MEMBERS OF THE SYNDICATE.
3.1 Each Member of the Syndicate herebyThe Parties acknowledge that pursuant to SEBI Regulations, severally all Bidders (other than Anchor Investors) are required to mandatorily submit their Bids and not jointly, represents and warrants to the Company, each of the Selling Shareholders and to the other Parties, in relation to the Offer, that (a) it is an intermediary registered with SEBI and has a valid SEBI registration certificate for acting as a Member of the Syndicate (“Registration Certificate”) and has not been debarred or prohibited from acting as an intermediary by SEBI; and participate in the event of withdrawal or cancellation of their Registration Certificate, such Member of Offer through the ASBA process and all Syndicate shall promptly inform ASBA Bidders that are UPI Bidders are required to mandatorily Bid through the fact of such withdrawal or cancellation to other Parties; and (b) this Agreement has been duly authorized, executed and delivered by it, and is a valid and legally binding obligation of such Member of the Syndicate in accordance with the terms of this AgreementUPI Mechanism.
3.2 Subject to Clauses 3.3, 3.4 and Section 3.5 below, each of the Members members of the Syndicate shall have the following responsibilities and obligations in relation to the Offer, and each Member member of the Syndicate hereby severally (and not jointly, or jointly and severally) represents, warrants, agrees, covenants and undertakes to the Company, the Selling Shareholders and other Members members of the Syndicate on behalf of itself, and to the extent relevant, its respective Sub-Syndicate Members that:
(i) it, or the respective Sub-Syndicate Member appointed by it, shall be responsible for collection of Bids (including Bids using the UPI Mechanism) from the Syndicate ASBA Bidders bidding through any Member of and the Syndicate or their respective Sub-Syndicate Members (other than Bids directly submitted to the SCSBs or Bids collected by Registered Brokers at the Broker Centres, CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations or the Bids submitted by Managers shall be responsible for instructing the Anchor Investors to deposit Bid Amount in the BRLMs), only at the Specified Locations, as applicable, Escrow Account in the manner specified in this Agreement, the SEBI ICDR RegulationsRegulations and any other Applicable Law, the Offer DocumentsRed ▇▇▇▇▇▇▇ Prospectus, the terms of Prospectus, the Preliminary Offering Memorandum, the Offering Memorandum, Bid cum Cum Application Form, other Applicable Laws and instructions issued jointly by the BRLMs Form and the Registrar to the Offer. Provided that in the event of any failure of Bids on account of any non-biddingAllotment Advice, error, fraud or malpractice by the relevant SCSB with whom such Syndicate ASBA Bid was submitted, deposited or forwarded by the Members of the Syndicate, the Member of the Syndicate shall not be liable and the relevant SCSB shall be responsible for the sameas applicable;
(ii) it shall follow all instructions issued by the BRLMs and the Registrar to the Offer, in accordance with Applicable Law and this Agreement, in dealing with the Bid cum Application Forms including with respect to (a) the Bids submitted by QIBs (including Anchor Investors which shall be in accordance with Clause 3.5 below) and (b) the Bids submitted through their respective Sub-Syndicate Members, as applicable, at Specified Locations;
(iii) ensure that all Bids (other than Bids by UPI Bidders) shall be submitted to an SCSB for uploading and blocking of the funds and uploading the Bids on the electronic bidding platform of the Stock Exchanges;
(iviii) it shall ensure that any Bids submitted by the Syndicate/ Syndicate or their respective Sub-Sub- Syndicate Members to an SCSB shall be made on a special Bid cum Application Form and the heading/ watermark “Syndicate ASBA” must be used by the Syndicate/ Sub-Syndicate Member along with the SM Code and Broker Code mentioned on such special Bid cum Application Form to be eligible for brokerage on Allotment. However, any such special Bid cum Application Forms used for Bids by UPI Bidders shall not be eligible for brokerage;
(viv) it agrees and acknowledges that the Bids by Anchor Investors shall be submitted at the select offices of the BRLMs Managers and shall not be collected by the Syndicate MembersMember;
(v) it will not accept Bid cum Application Forms from UPI Bidders that do not use UPI as a payment mechanism in accordance with the UPI Circulars;
(vi) it shall procure follow all instructions issued by the Managers and the Registrar in dealing with the Bid cum Application Forms from (including with respect to Bids by the Syndicate ASBA Bidders bidding through any Member of and the Syndicate Anchor Investors) procured by it or their its respective Sub-Sub- Syndicate Members, as applicableif any, only at the Specified Locations;
(vii) it shall accept Bids from Bidders (other than Anchor Investors) only through ASBA process in terms of the SEBI Process Circulars. Bids through any other modes (other than Bids submitted by Anchor Investors) shall be treated as invalid and be rejected. If it accepts any Bids through modes other than ASBA process (other than Bids submitted by Anchor Investors), it shall be solely responsible for any consequences arising as a result of accepting such Bid and for resolving any investor grievances arising as a result thereof;
(viii) it shall not register/upload any Bid without first accepting the duly filled Bid cum Application Form in writing (including via facsimile), from the Bidder, whether in India or abroad; ;
(viii) it shall be responsible for the completion and accuracy of all details (including the correct UPI ID for Bids by UPI Bidders) to be entered into the electronic bidding system of the Stock Exchanges based on the filled in Bid cum Application Form received by it including the correct UPI ID of the UPI Bidders Bidder and, subject to Clause 2.4Section 2.3, shall be responsible for any default, mistake or error in the Bid details uploaded by it or subsequent corrections including the UPI related details (as applicable) if such default, mistake or error are solely attributable to it and in resolving investor grievances arising from such errors, if such errors are solely attributable to it; it shall ensure that the required documents are attached to the Bid cum Application Form prior to uploading any Bid including Bids by UPI BiddersBid, and it shall ensure that such Bids and UPI IDs are uploaded on the electronic bidding systems of the Stock Exchanges on a regular basis in compliance with the SEBI Regulations, and within such time as permitted by the Stock Exchanges and the SEBI Regulations;
(ix) it shall ensure that the required documents are attached to the Bid cum Application Form prior to uploading/ submitting any Bid, and it shall ensure that such Bids and UPI IDs (as applicable) are uploaded on the electronic bidding systems of the Stock Exchanges on a regular basis during the Bid/ Bid / Offer Period Period, in compliance with the SEBI ICDR Regulations and Regulations, SEBI Process CircularCirculars and Applicable Law, and within such time as permitted by the Stock Exchanges Exchanges, the SEBI ICDR Regulations and the SEBI ICDR RegulationsProcess Circulars; provided that the members of the Syndicate and Sub- Syndicate Members shall not be responsible for any delay/failure in uploading the Bids, due to faults in any information technology, software or hardware or network connectivity problems or any force majeure event;
(x) it shall forward a schedule in the format prescribed under the UPI Circulars along with the Bid cum Application Form (carrying its identification markmark irrespective of the terminal from which the Bid has been uploaded), other than Bids by UPI Bidders under the UPI Mechanism, to the branch of the respective SCSBs for blocking of funds, within such time as permitted by the Stock Exchanges and Applicable Law or within such other timeline as prescribed under the UPI CircularsLaw;
(ixxi) it shall, after uploading the Bid, affix a stamp and shall give an acknowledgment, either by way of a counterfoil acknowledgment or specifying specify the application number to the Bidder as proof of having accepted the Bid cum Application Form in physical or electronic form, respectively, in accordance with Applicable Law. Further, it shall retain the physical Bid cum Application Forms submitted by UPI Bidders using UPI as a payment mechanism for a period of six months or such other period as may be prescribedprescribed under Applicable Law, and shall thereafter forward such forms the same to the Company / RegistrarCompany/ Registrar to the Offer; and shall maintain electronic records related to electronic Bid cum Application Forms submitted by such UPI Bidders for a minimum period of three years or such other period as may be prescribed under Applicable Law;
(xxii) it will enter each Bid option and UPI ID (if applicable) option into the electronic bidding system as a separate Bid within the timelines prescribed by SEBI and generate a transaction registration slip an Acknowledgement Slip for each price and demand option and give such Acknowledgement Slip to the same Bidder. It shall also furnish an Acknowledgement Slip to the Bidder on request;
(xixiii) it shall accept and upload Bids by ASBA Bidders only during the Bid/ Bid/Offer Period. In case of Anchor Investors, the BRLMs shall accept Bids only during the Anchor Investor Bid/ Offer Period as applicable and as specified in the Red ▇▇▇▇▇▇▇ Prospectus and in accordance with Prospectus. In case of Anchor Investors, the Applicable LawsManagers shall accept Bids only during the Anchor Investor Bidding Date;
(xiixiv) the members of the Syndicate shall indicate any revision in Price Band or change in Bid/Offer Period on the relevant website and the terminals of the members of the Syndicate, pursuant to any press release that shall be released by the Company in this regard;
(xv) at the end of each day during of the Bid/ Bid/Offer Period, the demand for the Equity Shares shall be shown graphically on its Bidding terminals for information of the public (excluding the details in relation to allocation made to the Anchor Investors during the Anchor Investor Bid/ Offer Period) and the Bid prices shall also be displayed on an online graphical display at its Bidding terminals, for information to the publicdisclosed);
(xiiixvi) it agrees that Anchor Investors shall upload/submit their Bids only through the BRLMs or their AffiliatesManagers. No other Member member of the Syndicate shall solicit orders or collect Bids from any Anchor Investors. It agrees that the Members members of the Syndicate (only in the Specified Locations) have the right to accept or reject Bids by QIBs (other than Anchor Investors). Further, Bids from QIBs can also be rejected, by the Company in consultation with the BRLMs, rejected on technical grounds or such grounds as described in the Offer Documents, in compliance with Applicable Lawgrounds. Bids from Non-Institutional Bidders, Retail Individual Bidders Investors and UPI Bidders can be rejected on technical grounds only as described in the Offer Documents, in compliance with Applicable Lawonly. It shall not accept any Bids (other than from Anchor Investors and Bids using the UPI mechanism)that Investors) that are not made through the ASBA process and shall be treated as invalid and liable to be rejectedprocess. UPI Bidders using UPI Mechanism, may also submit their ASBA Forms with the Registered Brokers, RTA or Depository Participants;
(xivxvii) no Member member of the Syndicate shall accept any Bids from any Overseas Corporate Body;
(xvxviii) it shall procure ASBA Forms from Syndicate ASBA Bidders only at the Specified Locations;
(xvixix) it shall ensure the availability of adequate infrastructure and other facilities for Bidding, and that at least one of the members of the Syndicate shall be present at the Specified Locations so that there is least one electronically linked computer terminal, for the purpose of Bidding and for data entry of the Bids in a timely manner manner, including at all least one electronically linked computer terminal is available for the Specified Locationspurpose of Bidding;
(xviixx) except in relation to the Bids received from Anchor Investors, Bids and any revisions in Bids will be accepted only between 10.00 10:00 a.m. IST and 5.00 5:00 p.m. (Indian Standard Time) IST during the Bid/ Bid/Offer Period at the Specified Locations (except on Bid/ Offer Closing Date, which for QIBs may be one Working Day prior to the Bid/ Offer Closing Date for other categories of Bidders). On the Bid/ Offer Closing Date, Bids and any revisions in Bids will only be accepted between 10.00 a.m. (Indian Standard Time) and 3.00 p.m. (Indian Standard Time). On the Bid/ Offer Closing Date Bids shall be uploaded until (i) 4.00 p.m. (Indian Standard Time) in case of Bids by QIBs and Non-Institutional Investors; and (ii) until 5.00 p.m. (Indian Standard Time) or such extended time as permitted by the Stock Exchanges, in case of Bids by Retail Individual Bidders after taking into account the total number of applications received up to the closure of timings and reported by the BRLMs to the Stock ExchangesPeriod. Bids will be accepted only on Working Days. The CompanyCompany and the Selling Shareholders, in consultation with the Book Running Lead Managers may consider closing the Bid / Bid/ Offer Period for QIBs one day prior to the Bid / Bid/ Offer Closing Date in accordance with the SEBI ICDR Regulations. Any revision in the uploading time instructed by the Stock Exchanges shall be communicated to the Sub-Syndicate Members Member(s) who in turn shall communicate such revision to their agents. It is clarified that Bids not uploaded on the electronic bidding system would be considered rejected. Bids by ASBA Bidders shall be uploaded in the electronic system to be provided by the Stock Exchanges by for the Designated Intermediaries Intermediaries; in case of any discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical or electronic ASBA Form, for a particular Bidder, the details of the Bid file received from Stock Exchanges may be taken as final data for the purposes of Allotment;
(xviiixxi) it shall ensure that its Sub-Syndicate Members Member(s) shall, as applicable and in accordance with the UPI Circulars, enter the following details of an ASBA Bidder who submits an ASBA Bid at the Specified Locations in the electronic bidding system: (a) symbol; (b) intermediary code; (c) intermediary name; (d) location bank code; (e) name of the bidderbank; (f) name of the banklocation code; (g) bank codename of the bidder; (h) Bid cum Application Form number; (i) category – individual, corporate, QIB, eligible NRI, etc.; (ij) PAN (of the sole/first Bidder); (jk) number of Equity Shares Bid for; (k) price per Equity Share; (l) Bid cum Application Form number; (m) DP ID and Client ID; (n) quantity; (o) amount; (p) order number; (q) depository of the beneficiary account of the Bidder; and (rm) UPI ID. For Anchor Investors, the BRLMs shall enter details of the respective Anchor Investor Bid Amount as well as the payment reference;
(xix) it and its Sub-Syndicate Members, if any, shall undertake necessary modifications of select fields in the Bid details, already uploaded by it during the Bid/Offer Period, in compliance with Applicable Law, including the UPI Circulars and the Exchange Circulars;
(xx) it shall provide the identification numbers (terminal IDs) of all Specified Locations and those of its Sub-Syndicate Members, if any, to the Registrar to the Offer together with such other information that may be necessary to enable the Registrar to the Offer to keep a record of the bidding at each such bidding center at the end of each day during the Bid/ Offer Period;
(xxi) it shall register and upload the Bids received by it and its Sub-Syndicate Members, onto the electronic bidding system as soon as practicable on the same Working Day on which the Bids are received (subject to the Stock Exchanges permitting such upload on the same Working Day). The BRLMs will instruct the Anchor Investors to deposit their Bid Amounts into the Escrow Accounts of the Company maintained with the designated Escrow Collection Banks for Anchor Investors, on the same day on which the Bid was received or any other period as agreed with the BRLMs in consultation with the Registrar to the Offer within the time period prescribed under the SEBI ICDR Regulations and other Applicable Law, and for the remaining Bid Amount (in cases where the Anchor Investor Allocation Price is lower than the Offer Price), on or prior to the Anchor Investor Pay-in Date; and it acknowledges that if the relevant Bid Amounts are not deposited within the time period stipulated herein, then such Bids are liable to be rejected;
(xxii) the Members of the Syndicate or any of their Sub-Syndicate Members shall enter details of a Bidder in the electronic bidding system as specified in the Red ▇▇▇▇▇▇▇ Prospectus, the Preliminary Offering Memorandum, the SEBI ICDR Regulations and any circular issued by the SEBI from time to time;
(xxiii) it shall ensure that all records of the Bids including the ASBA Forms (submitted by the Syndicate ASBA Bidders), together with supporting documents, are maintained and forwarded to the SCSBs, except in relation to Bids from UPI Bidders, within the time periods specified by the Stock Exchanges or the SEBI ICDR Regulations, the SEBI Process Circulars or UPI Circulars;
(xxiv) except for UPI Bidders, it shall ensure that it has affixed its stamp on each Bid cum Application Form forwarded by it to SCSBs or Escrow Collection Banks or the Registrar, as applicable, under “Broker’s/ SCSB Branch’s Stamp / RTA /CDP” (as applicable) as an acknowledgement of upload of the Bid in the electronic bidding system of the Stock Exchanges; Bid cum Application Forms (except electronic Bid cum Application Forms) that do not bear such stamp are liable to be rejected. It is however clarified that Bids by Anchor Investors do not get uploaded on electronic bidding system of the Stock Exchanges on the Anchor Investor Bidding Date;
(xxv) in relation to the Bids procured from Anchor Investors, the BRLMs shall be responsible for providing a schedule (including application number, payment instrument number/ RTGS / NEFT/ UTR control number and Bid Amount paid by Anchor Investors) to the Escrow Collection Bank during the Anchor Investor Bid/ Offer Period or any other period as agreed among the BRLMs in consultation with the Registrar to the Offer;
(xxvi) it shall provide the Registrar to the Offer with a daily record, with a separate section for each of its bidding centers and those of its Sub-Syndicate Members, details relating to the Bid cum Application Forms received from the Bidders, details regarding registration of the Bids and Bid Amounts (other than Bids collected by SCSBs, CDPs, RTAs and Registered Brokers). This record (except Bids by Anchor Investors, and Bids by UPI Bidders using the UPI mechanism) shall be made available to the Registrar no later than 5 p.m. IST on any given day, or any such time permissible under Applicable Law, as agreed w
Appears in 1 contract
Sources: Syndicate Agreement
RESPONSIBILITIES OF THE MEMBERS OF THE SYNDICATE. 3.1 The Parties acknowledge that pursuant to the SEBI ICDR Regulations and SEBI Process Circulars, Exchange Circulars, all ASBA Bidders are required to mandatorily submit their Bids and participate in the Offer through the ASBA process and all Syndicate ASBA Bidders that are UPI Bidders shall submit their Bids through the UPI Mechanism.
3.1 3.2 Each Member of the Syndicate hereby, severally and not jointly, represents and warrants to the Company, each of the Selling Shareholders and to the other Parties, in relation to the Offer, that that: (a) it is an intermediary registered with SEBI and has a valid SEBI registration certificate for acting as a Member of the Syndicate (“Registration Certificate”) and has not been debarred or prohibited (including ad interim probation) from acting as an intermediary by SEBISEBI or any other regulatory authority; and in the event of withdrawal or cancellation of their Registration Certificate, such Member of the Syndicate shall promptly inform the fact of such withdrawal or cancellation to other Parties; and (b) this Agreement has been duly authorized, executed and delivered by it, and is a valid and legally binding obligation of such Member of the Syndicate and is enforceable against such Member of the Syndicate in accordance with the terms of this AgreementAgreement and Applicable Law.
3.2 3.3 Subject to Clauses 3.3, 3.4 0 and 3.5 below, each of the Members of the Syndicate shall have the following responsibilities and obligations in relation to the Offer, and each Member of the Syndicate hereby severally (and not jointly, or jointly and severally) represents, warrants, agrees, covenants and undertakes to the Company, the Selling Shareholders and other Members of the Syndicate on behalf of itself, and to the extent relevant, its respective Sub-Syndicate syndicate Members that:
(i) it, or the respective Sub-Syndicate Member appointed by it, shall be responsible for collection of Bids (including Bids using the UPI Mechanism) from the ASBA Bidders bidding through any Member of the Syndicate or their respective Sub-Syndicate Members (other than Bids directly submitted to the SCSBs or Bids collected by Registered Brokers at the Broker Centres, CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations or the Bids submitted by the Anchor Investors to the BRLMs), only at the Specified Locations, as applicable, in the manner specified in this Agreement, the SEBI ICDR Regulations, the Offer Documents, the terms of the Bid cum Application Form, Allotment Advice, other Applicable Laws and instructions issued jointly by the BRLMs and the Registrar to the Offer. Provided that in the event of any failure of Bids on account of any non-bidding, error, fraud or malpractice by the relevant SCSB with whom such Syndicate ASBA Bid was submitted, deposited or forwarded by the Members of the Syndicate, the Member of the Syndicate shall not be liable and the relevant SCSB shall be responsible for the same;
(ii) it shall follow all instructions issued by the BRLMs and the Registrar to the Offer, in accordance with Applicable Law and this Agreement, in dealing with the Bid cum Application Forms including with respect to (a) the Bids submitted by QIBs (including Anchor Investors which shall be in accordance with Clause 3.5 below) and (b) the Bids submitted through their respective Sub-Syndicate Members, as applicable, at Specified Locations;
(iii) all Bids (other than Bids by UPI Bidders) shall be submitted to an SCSB for uploading and blocking of the funds and uploading on the electronic bidding platform of the Stock Exchanges;
(iviii) any Bids submitted by the Syndicate/ their respective Sub-Syndicate Members to an SCSB shall be made on a special Bid cum Application Form and the heading/ watermark “Syndicate ASBA” must be used by the Syndicate/ Sub-Sub- Syndicate Member Members along with the SM Code and Broker Code mentioned on such special Bid cum Application Form to be eligible for brokerage on Allotment. However, any such special Bid cum Application Forms used for Bids by UPI Bidders shall not be eligible for brokerage;
(iv) it will not accept Bid cum Application Forms from Bidders using UPI as a payment mechanism if they are not in accordance with the UPI Circulars;
(v) it shall follow all instructions issued by the BRLMs and the Registrar to the Offer in dealing with the Bid cum Application Forms including with respect to
(a) the Bids submitted by QIBs (including Anchor Investors) which shall be in accordance with Clause 3.6 below and (b) the Bids submitted through their respective Sub-Syndicate Members, as applicable;
(vi) it agrees and acknowledges that the Bids by Anchor Investors shall be submitted at the select offices of the BRLMs and shall not be collected by the Syndicate Members;
(vivii) it shall procure Bid cum Application Forms from ASBA Bidders bidding through any Member of the Syndicate or their respective Sub-Syndicate Members, as applicable, only at the Specified Locations;
(viiviii) it shall accept Bids from Bidders (other than Anchor Investors) only through ASBA process in terms of the SEBI Process Circulars. Bids through any other modes (other than Bids submitted by Anchor Investors) shall be treated as invalid and be rejected. If it accepts any Bids through modes other than ASBA process (other than Bids submitted by Anchor Investors), it shall be solely responsible for any consequences arising as a result of accepting such Bid and for resolving any investor grievances arising as a result thereof;
(viiiix) it shall not register/upload any Bid without first accepting the duly filled Bid cum Application Form in writing (writing; including via facsimile), from the Bidder, whether in India or abroad; it shall be responsible for the completion and accuracy of all details (including the correct UPI ID for Bids by UPI Bidders) to be entered into the electronic bidding system of the Stock Exchanges based on the filled filled-in Bid cum Application Form received by it including the correct UPI ID of the UPI Bidders and, subject to as provided for in Clause 2.42.3, shall be responsible for any default, mistake or error in the Bid details uploaded by it or subsequent corrections including the UPI related details (as applicable) if such default, mistake or error are not solely attributable to it and in resolving investor grievances arising from such errors, if such errors are solely attributable to it; it shall ensure that the required documents are attached to the Bid cum Application Form prior to uploading uploading/ submitting any Bid including Bids by UPI BiddersBid, and it shall ensure that such Bids including Bids by UPI Bidders are uploaded on the electronic bidding systems of the Stock Exchanges on a regular basis during the Bid/ Bid/Offer Period in compliance with the SEBI ICDR Regulations and SEBI Process Circular, and within such time as permitted by the Stock Exchanges and the SEBI ICDR Regulations; it shall forward a schedule in the format prescribed under the UPI Circulars along with the Bid cum Application Form (carrying its identification markmark irrespective of the terminal from which the Bid has been uploaded), other than Bids by UPI Bidders under the UPI Mechanism, to the branch of the respective SCSBs for blocking of fundsfunds and uploading such Bids on the Stock Exchange platform, within (i) the same Working Day for Bids for ASBA Forms for all other categories of investors (other than Anchor Investors) and such time as permitted by the Stock Exchanges and Applicable Law or within such other timeline as prescribed under the UPI Circulars;
(ixx) it shall, after uploading the Bid, affix a stamp and shall give an acknowledgment, either by way of a counterfoil acknowledgment or specifying specify the application number to the Bidder as proof of having accepted the Bid cum Application Form in physical or electronic form, respectively, in accordance with Applicable Law. Further, it shall retain the physical Bid cum Application Forms submitted by UPI Bidders using UPI as a payment mechanism for a period of six months or such other period as may be prescribed, and shall thereafter forward such forms to the Company / Company/ Registrar; and shall maintain electronic records related to electronic Bid cum Application Forms submitted by such UPI Bidders for a minimum period of three years or such other period as may be prescribed under Applicable Law;
(x) it will enter each Bid and UPI ID (if applicable) option into the electronic bidding system as a separate Bid within the timelines prescribed by SEBI and generate a transaction registration slip for each price and demand option and give the same to the Bidder on request;
(xi) it shall accept and upload Bids by ASBA Bidders only during the Bid/ Offer Period. In case of Anchor Investors, the BRLMs shall accept Bids only during the Anchor Investor Bid/ Offer Period as applicable and as specified in the Red ▇▇▇▇▇▇▇ Prospectus and in accordance with the Applicable Laws;
(xii) it shall ensure that the “Do’s”, “Don’ts” and “Grounds for Technical Rejection” specified in the Red ▇▇▇▇▇▇▇ Prospectus and Preliminary Offering Memorandum are addressed in any Bid cum Application Forms collected by them;
(xiii) at the end of each day during the Bid/ Bid/Offer Period, the demand for the Equity Shares (excluding the allocation made to the Anchor Investors during the Anchor Investor Bid/ Bid/Offer Period) and the Bid prices shall be displayed on an online graphical display at its Bidding terminals, for information to the public;
(xiiixiv) it agrees that Anchor Investors shall upload/submit their Bids only through the BRLMs or their AffiliatesBRLMs. No other Member of the Syndicate shall solicit orders or collect Bids from any Anchor Investors. It agrees that the Members of the Syndicate (only in the Specified Locations) have the right to accept or reject Bids by QIBs (other than Anchor Investors). Further, Bids from QIBs can also be rejected, rejected by the Company and the Selling Shareholder, in consultation with the BRLMs, on technical grounds or such grounds as described in the Offer Documents, in compliance with Applicable Law. Bids from Non-Institutional Bidders, Bidders and Retail Individual Bidders and UPI Bidders can be rejected on technical grounds only as described in the Offer Documents, in compliance with Applicable Law. It shall not accept any Bids by Bidders (other than from Anchor Investors and Bids using the UPI mechanism)that are not made Mechanism), other than through the ASBA process and shall be treated as invalid and liable to be rejected. UPI Bidders using UPI Mechanism, may also submit their ASBA Forms with the Registered Brokers, RTA RTAs, Syndicate Members (or Sub- Syndicate Members) or Depository Participants;
(xivxv) no Member of the Syndicate shall accept any Bids from any Overseas Corporate Body;
(xvxvi) it shall procure ASBA Forms from Syndicate ASBA Bidders only at the Specified Locations;
(xvixvii) it shall ensure availability of adequate infrastructure and other facilities for Bidding, and that including at least one of the members of the Syndicate shall be present at the Specified Locations so that there is least one electronically linked computer terminal, for the purpose of Bidding and for data entry of the Bids in a timely manner manner, at all the Specified Locations;
(xviixviii) except in relation to the Bids received from Anchor Investors, Bids and any revisions in Bids will be accepted only between 10.00 a.m. and 5.00 p.m. (Indian Standard Time) during the Bid/ Offer Period at the Specified Locations (Locations, except on Bid/ Offer Closing Date, Date (which for QIBs may be one Working Day prior to the Bid/ Bid/Offer Closing Date for other categories of Bidders). On the Bid/ Offer Closing Date, Bids and any revisions in Bids will only be accepted between 10.00 a.m. (Indian Standard Time) and 3.00 p.m. (Indian Standard Time). On the Bid/ Offer Closing Date Bids shall be uploaded until (i) 4.00 p.m. (Indian Standard Time) in case of Bids by QIBs and Non-Institutional Investors; and (ii) until 5.00 p.m. (Indian Standard Time) or such extended time as permitted by the Stock Exchanges, in case of Bids by Retail Individual Bidders Bidders, after taking into account the total number of applications received up to the closure of timings and reported by the BRLMs to the Stock Exchanges. Bids will be accepted only on Working Days. The CompanyCompany may, in consultation with the Book Running Lead Managers may Managers, consider closing the Bid / Offer Period for QIBs one day prior to the Bid / Offer Closing Date in accordance with the SEBI ICDR Regulations. Any revision in the uploading time instructed by the Stock Exchanges shall be communicated to the Sub-Syndicate Members who in turn shall communicate such revision to their agents. It is clarified that Bids not uploaded on the electronic bidding system would be considered rejected. Due to limitation of time available for uploading Bids on the Bid/ Offer Closing Date, Bidders shall be advised to submit Bids one day prior to the Bid/ Offer Closing Date and, in any case, no later than 1.00 p.m. (Indian Standard Time) on the Bid/ Offer Closing Date. Bids by ASBA Bidders shall be uploaded in the electronic system to be provided by the Stock Exchanges by Designated Intermediaries in case of any discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical or electronic ASBA Form, for a particular Bidder, the details of the Bid file received from Stock Exchanges may be taken as final data for the purposes of Allotment;
(xviiixix) it shall ensure not collect or deposit payment instruments drawn in favor of the Company or any other party or account, other than in favor of the designated Escrow Accounts as specified in the Bid cum Application Form, the Red ▇▇▇▇▇▇▇ Prospectus and the Preliminary Offering Memorandum; and with respect to Bids by the Syndicate ASBA Bidders who have chosen a non-UPI payment mechanism, it shall not accept any ASBA Form without satisfying itself that the SCSB where the ASBA Account is maintained, as specified in the ASBA Form, has named at least one Designated Branch in that Specified Location in which member of the Syndicate or its Sub-Syndicate Members is accepting the ASBA Form or in case the Syndicate ASBA Bidder has chosen UPI as the mode of payment, the ASBA Form contains the UPI ID for such Bidder linked to a bank account of an SCSB notified by the SEBI which is live on UPI 2.0;
(xx) its Sub-Syndicate Members shall, as applicable and in accordance with the UPI Circulars, enter the following details of an ASBA Bidder who submits an ASBA Bid at the Specified Locations in the electronic bidding system: (a) symbol; (b) intermediary code; (c) intermediary name; (d) location code; (e) name of the bidder; (f) name of the bank; (g) bank code; (h) category – individual, corporate, QIB, eligible NRI, etc.; (i) PAN (of the sole/first Bidder); (j) number of Equity Shares Bid for; (k) price per Equity Share; (l) Bid cum Application Form number; (m) DP ID and Client ID; (n) quantity; (o) amount; (p) order number; (q) depository of the beneficiary account of the Bidder; and (r) UPI ID, as applicable. For Anchor Investors, the BRLMs shall enter details of the respective Anchor Investor Bid Amount as well as the payment reference;
(xixxxi) it it, and its Sub-Syndicate Members, if any, shall undertake necessary modifications of select fields in the Bid details, already uploaded by it during the Bid/Offer PeriodPeriod in terms of the SEBI Process Circular, up to the permissible time in terms of the UPI Circulars and in compliance with Applicable Law, including . It shall also be responsible for providing necessary guidance to UPI Bidders for using the UPI Circulars and the Exchange CircularsMechanism;
(xxxxii) it acknowledges that UPI Bidders can revise their Bids during the Bid/Offer Period. The members of the Syndicate shall, no later than 5:00 p.m. IST on the Bid/Offer Closing Date or any other period as permitted under Applicable Law and agreed by the BRLMs in consultation with the Registrar, carry out the necessary modifications of the Bids already uploaded in accordance with Applicable Law, and, if applicable, forward the relevant forms to the SCSBs or the Registrar. Subsequently, the Stock Exchanges will share the revised Bid details along with the UPI ID of the UPI Bidders to the Sponsor Bank and the Sponsor Bank shall revoke the earlier UPI Mandate Request and initiate a new UPI Mandate Request for the revised Bid, and the Sponsor Banks shall initiate requests for blocking of funds in the ASBA Accounts of relevant Bidders with a confirmation cut-off time of 5:00 pm on the Bid/Offer Closing Date;
(xxiii) it shall provide the identification numbers (terminal IDs) of all Specified Locations and those of its Sub-Syndicate Members, if any, to the Registrar to the Offer together with such other information that may be necessary to enable the Registrar to the Offer to keep a record of the bidding Bidding at each such bidding center Bidding Center at the end of each day during the Bid/ Offer Period;
(xxixxiv) it shall register and upload the Bids received by it and its Sub-Syndicate Members, onto the electronic bidding system as soon as practicable on the same Working Day on which the Bids are received (subject to the Stock Exchanges permitting such upload on the same Working Day). The BRLMs will instruct the Anchor Investors to deposit their Bid Amounts into the Escrow Accounts of the Company maintained with the designated Escrow Collection Banks for Anchor Investors, on the same day on which the Bid was received or any other period as agreed with the BRLMs in consultation with the Registrar to the Offer within the time period prescribed under the SEBI ICDR Regulations and other Applicable Law, and for the remaining Bid Amount (in cases where the Anchor Investor Allocation Price is lower than the Offer Price), on or prior to the Anchor Investor Pay-in Date; and it acknowledges that if the relevant Bid Amounts are not deposited within the time period stipulated herein, then such Bids are liable to be rejected;
(xxiixxv) the Members of the Syndicate or any of their Sub-Syndicate Members shall enter details of a Bidder in the electronic bidding system as specified in the Red ▇▇▇▇▇▇▇ Prospectus, the Preliminary Offering Memorandum, the SEBI ICDR Regulations and any circular issued by the SEBI from time to time;
(xxiii) it shall ensure that all records of the Bids including the ASBA Forms (submitted by the Syndicate ASBA Bidders), together with supporting documents, are maintained and forwarded to the SCSBs, except in relation to Bids from UPI Bidders, within the time periods specified by the Stock Exchanges or the SEBI ICDR Regulations, the SEBI Process Circulars or UPI Circulars;
(xxiv) except for UPI Bidders, it shall ensure that it has affixed its stamp on each Bid cum Application Form forwarded by it to SCSBs or Escrow Collection Banks or the Registrar, as applicable, under “Broker’s/ SCSB Branch’s Stamp / RTA /CDP” (as applicable) as which is an acknowledgement of upload of the Bid in the electronic bidding system of the Stock Exchanges; Bid cum Application Forms (except electronic Bid cum Application Forms) that do not bear such stamp are liable to be rejected. It is however clarified that Bids by Anchor Investors do not get uploaded on electronic bidding system of the Stock Exchanges on the Anchor Investor Bidding Date;
(xxv) in relation to the Bids procured from Anchor Investors, the BRLMs shall be responsible for providing a schedule (including application number, payment instrument number/ RTGS / NEFT/ UTR control number and Bid Amount paid by Anchor Investors) to the Escrow Collection Bank during the Anchor Investor Bid/ Offer Period or any other period as agreed among the BRLMs in consultation with the Registrar to the Offer;
(xxvi) it shall provide the Registrar to the Offer with a daily record, with a separate section for each of its bidding centers and those of its Sub-Syndicate Members, details relating to the Bid cum Application Forms received from the Bidders, details regarding registration of the Bids and Bid Amounts (other than Bids collected by SCSBs, CDPs, RTAs and Registered Brokers). This record (except Bids by Anchor Investors, and Bids by UPI Bidders using the UPI mechanism) shall be made available to the Registrar no later than 5 p.m. IST on any given day, or any such time permissible under Applicable Law, as agreed we
Appears in 1 contract
Sources: Share Escrow Agreement
RESPONSIBILITIES OF THE MEMBERS OF THE SYNDICATE.
3.1 The Parties acknowledge that pursuant to the SEBI Regulations, all Bidders (other than Anchor Investors) are required to mandatorily submit their Bids and participate in the Offer through the ASBA process and all Syndicate ASBA Bidders that are UPI Bidders are required to mandatorily Bid through the UPI Mechanism. The Parties further acknowledge that the Bid cum Application Forms submitted by ASBA Bidders shall be processed only after the Bid Amount has been blocked in such ASBA Bidder’s bank account, in accordance with the UPI Circulars and any other circulars issued by SEBI from time to time. Each Member of the Syndicate hereby, severally and not jointly, represents and warrants to the Company, Company and each of the Selling Shareholders and to the other PartiesShareholders, in relation to the OfferOffer and the services agreed to be provided by each Member of the Syndicate in terms of this Agreement that they are duly authorised in terms of Applicable Law and codes of conduct, authorizations, consents or practice applicable to the Members of the Syndicate to execute this Agreement and perform its obligations in terms of this Agreement and that (a) it is an intermediary registered with SEBI and has a valid SEBI registration certificate for acting as a Member of the Syndicate (“Registration Certificate”) and has not been debarred or prohibited from acting as an intermediary by SEBI; and in the event of withdrawal SEBI or cancellation of their Registration Certificate, such Member of the Syndicate shall promptly inform the fact of such withdrawal or cancellation to any other Parties; and (b) this Agreement has been duly authorized, executed and delivered by it, and is a valid and legally binding obligation of such Member of the Syndicate in accordance with the terms of this Agreementregulatory authority.
3.2 Subject to Clauses 3.3, 3.4 and Clause 3.5 below, each of the Members of the Syndicate shall have the following responsibilities and obligations in relation to the Offer, Offer and each Member of the Syndicate hereby severally (and not jointly, or jointly and severally) represents, warrants, agrees, covenants and undertakes to the Company, the Selling Shareholders and other Members Member of the Syndicate that on behalf of itself, and to the extent relevant, its respective Subsub-Syndicate Members thatsyndicate members:
(i) it, a. it or the respective Subsub-Syndicate Member syndicate members appointed by itit shall, shall subject to Clause 2.4 above, be responsible for collection of Bids from the Bidders (including Bids using the UPI Mechanism) from the ASBA Bidders ), bidding through any Member of the Syndicate it or their its respective Sub-Syndicate Members (other than Bids directly submitted to the SCSBs or Bids collected by Registered Brokers at the Broker Centres, CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations or the Bids submitted by the Anchor Investors to the BRLMs), only at the Specified Locations, sub- syndicate members as applicable, in the manner specified in this Agreement, the SEBI ICDR Regulations, the Offer DocumentsRed ▇▇▇▇▇▇▇ Prospectus, the Preliminary Offering Memorandum, the Prospectus, the Offering Memorandum for the Offer, the terms of the Bid cum Application Form, the Allotment Advice, other Applicable Laws Laws, regulations, UPI Circulars, rules or directions issued by SEBI and the Stock Exchanges from time to time and instructions issued jointly by the BRLMs Book Running Lead Managers and the Registrar to the OfferRegistrar. Provided that in the event of any failure of Bids on account of any non-bidding, error, fraud or malpractice by the relevant SCSB with whom such Syndicate ASBA Bid was submitted, deposited or forwarded by the Members of the SyndicateHowever, the Member of Syndicate Members or the Syndicate sub-syndicate members shall not be liable and for any error on account of the relevant SCSB shall be responsible for the sameSCSBs;
(ii) b. it shall follow all reasonable and necessary instructions issued by the BRLMs Book Running Lead Managers and the Registrar to the Offer, in accordance with Applicable Law and this Agreement, in dealing with the Bid cum Application Forms including with respect to (a) the Bids submitted by QIBs (including Anchor Investors which shall be in accordance with Clause 3.5 below) and (b) the Bids submitted through their respective Subsub-Syndicate Memberssyndicate members, as applicable, at Specified Locations;
(iii) all Bids (other than Bids by UPI Bidders) shall be submitted to an SCSB for uploading and blocking of the funds and uploading on the electronic bidding platform of the Stock Exchanges;
(iv) c. any Bids submitted by the Syndicate/ Syndicate or their respective Subsub-Syndicate Members syndicate members to an SCSB shall be made on a special Bid cum Application Form and the heading/ watermark “Syndicate ASBA” must be used by the Syndicate/ SubSyndicate or sub-Syndicate Member syndicate members along with the SM Code and Broker Code mentioned on such special Bid cum Application Form to be eligible for brokerage on Allotment. However, any such special Bid cum Application Forms used for Bids by UPI Bidders shall not be eligible for brokerage;
(v) it agrees and acknowledges that the Bids by Anchor Investors shall be submitted at the select offices of the BRLMs and shall not be collected by the Syndicate Members;
(vi) d. it shall procure Bid cum Application the ASBA Forms from the ASBA Bidders (except Bids directly submitted by the ASBA Bidders to the SCSBs, RTAs, CDPs or Registered Brokers) or UPI Forms for bidding through any Member of the Syndicate or their respective Subsub-Syndicate Memberssyndicate members, as applicable. Further, the Anchor Investor Application Forms from Anchor Investors shall only at be procured by the Specified LocationsBook Running Lead Managers;
(vii) e. it shall accept Bids from Bidders (other than Anchor Investors) only through ASBA process in terms of the SEBI Process Circulars. Bids through any other modes (other than Bids submitted by Anchor Investors) shall be treated as invalid and be rejected. If it accepts any Bids through modes other than ASBA process (other than Bids submitted by Anchor Investors)circular number SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 5, it shall be solely responsible for any consequences arising as a result of accepting such Bid and for resolving any investor grievances arising as a result thereof;2022, SEBI circular number SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, SEBI circular number
(viii) it shall not register/upload any Bid without first accepting the duly filled Bid cum Application Form in writing (including via facsimile), from the Bidder, whether in India or abroad; f. it shall be responsible for the completion and accuracy of all details (details, including the correct UPI ID for Bids by UPI Bidders) ID, as applicable, to be entered into the electronic bidding system of the Stock Exchanges based on the filled filled-in Bid cum Application Form received by it including the correct UPI ID of the UPI Bidders and, subject to Clause 2.4, and shall be responsible for any default, mistake or error in the Bid details uploaded by it or subsequent corrections including the UPI related details (as applicable) if such default, mistake or error are solely attributable to it and in for resolving any investor grievances arising from such errors, if as a result of such errors are in the data entry, to the extent such error is solely attributable to it; ;
g. it shall ensure that be responsible for uploading the required documents are attached to correct UPI ID based on the Bid cum Application ASBA Form prior to uploading any Bid including Bids by received into the electronic bidding system of the Stock Exchanges for the UPI Bidders, and it shall ensure that be responsible for any default, mistake or error in the UPI details uploaded by it and for resolving any investor grievances arising as a result of such Bids are uploaded on errors in the electronic bidding systems of the Stock Exchanges on a regular basis during the Bid/ Offer Period in compliance with the SEBI ICDR Regulations and SEBI Process Circulardata entry, and within if such time as permitted by the Stock Exchanges and the SEBI ICDR Regulations; error is solely attributable to it;
h. it shall forward a schedule in the format prescribed under the UPI Circulars along with not register / upload any Bid, without first accepting the Bid cum Application Form (carrying its identification mark)in writing including via facsimile, other than Bids by UPI Bidders under from the UPI MechanismBidder, to the branch of the respective SCSBs for blocking of funds, within such time as permitted by the Stock Exchanges whether in India or outside India and Applicable Law or within such other timeline as prescribed under the UPI Circulars;
(ix) it shall, shall after uploading the Bid, affix a stamp and give an acknowledgment, either by way of a counterfoil or specifying the application number to the Bidder Bidder, as proof of having accepted the Bid cum Application Form Form, in physical or electronic formmode, respectively, in accordance with Applicable Law. Further, ;
i. it shall retain the physical Bid cum Application Forms submitted by UPI Bidders using UPI as a payment mechanism for a period of six months or such other period as may be prescribed, prescribed and shall thereafter forward such forms to the Company / RegistrarCompany/ Registrar to the Offer; and shall maintain electronic records related to electronic Bid cum Application Forms submitted by such UPI Bidders Bidder for a minimum period of three years or such other period as may be prescribed under Applicable Law;
(x) . It shall ensure that it will enter has affixed its stamp on each Bid and cum Application Form (except for UPI ID (if applicableBidders using UPI mechanism) option into forwarded by it to the SCSBs under “Broker’s/ SCSB Branch’s Stamp” as an acknowledgement of upload of Bid in the electronic bidding system as a separate of the Stock Exchanges. Bid within the timelines prescribed by SEBI and generate a transaction registration slip for each price and demand option and give the same cum Application Forms (except electronic Bid cum Application Forms) that do not bear such stamps are liable to the Bidder on request;
(xi) it shall accept and upload be rejected. It is however clarified that Bids by ASBA Bidders only during the Bid/ Offer Period. In case of Anchor Investors, the BRLMs shall accept Bids only during Investors do not get uploaded on the Anchor Investor Bid/ Offer Period;
j. the Members of the Syndicate shall indicate any revision in Price Band or change in Bid/Offer Period on the relevant website and the terminals of the Members of the Syndicate, pursuant to any press release/notice that shall be released by / on behalf of the Company in this regard;
k. it shall ensure that required documents are attached to the Bid cum Application Form prior to uploading any Bid and shall ensure that the Bids are uploaded on the electronic bidding systems of the Stock Exchanges on a regular basis during the Bid/Offer Period in compliance with Applicable Laws, and within such time as applicable permitted by the Stock Exchange and as specified in the Red ▇▇▇▇▇▇▇ Prospectus and in accordance with the under Applicable Laws;
l. it shall register and upload all the Bids received by it and its sub-syndicate members, on the same Working Day on which the Bids are received (xii) subject to the Stock Exchanges permitting such upload on the same Working Day), and where the same is not possible register the Bid on the next Working Day and before the Bid/ Offer Closing Date or within such time as may be permitted by the Stock Exchanges;
m. at the end of each day during of the Bid/ Offer Period, the demand for the Equity Shares (excluding the along with allocation made to the Anchor Investors during on the Anchor Investor Bid/ Offer Period) and the Bid prices Bidding Date), shall be displayed shown graphically on an online graphical display at its Bidding terminals, Terminals for information Information to the public;
n. it shall ensure that the Bid cum Application Forms (xiiiwithout UPI as a payment option) submitted to it by the ASBA Bidders, along with the supporting documents, are forwarded to the SCSBs for further action, within the timelines prescribed by the Stock Exchanges and the SEBI;
o. it shall forward a schedule as per the format prescribed under the UPI Circulars along with the Bid cum Application Form (carrying its identification mark irrespective of the terminal from which the Bid has been uploaded) other than Bids by UPI Bidder under the UPI Mechanism, to the branch of the respective SCSBs for blocking of fund of the relevant Syndicate ASBA Bidders, other than the case of the Syndicate ASBA Bidder who have submitted Bids with UPI as the mode of payment, (i) on the same Working Day for Bids by Anchor Investors; and (ii) not later than 1 Working Day from the Bid/Offer Closing Date for ASBA Forms for all other categories of investors (other than Anchor Investors) and such time as permitted by the Stock Exchanges and Applicable Law;
p. it agrees that Anchor Investors shall upload/submit register their Bids only through the BRLMs or their AffiliatesBRLMs. No other Member of the Syndicate shall solicit orders or collect Bids from any Anchor Investors. It agrees that In case of QIBs (other than Anchor Investors), only the SCSBs and the Members of the Syndicate (only in the Specified Locations) shall have the right to accept the Bid or reject Bids by QIBs (other than Anchor Investors)it. However, such rejection shall be made at the time of receiving the Bid and only after assigning a reason for such rejection in writing. Further, Bids from QIBs can also be rejected, by the Company in consultation with the BRLMs, rejected on technical grounds or such grounds as described in the Offer Documents, in compliance with Applicable Law. Bids from Non-Institutional Bidders, Investors and Retail Individual Bidders and UPI Bidders can be rejected on technical grounds only only. Bids by Bidders (other than Anchor Investors), other than through ASBA process shall be treated as described in invalid and liable to be rejected. RIBs may submit their ASBA Forms with the Offer DocumentsRegistered Brokers, in compliance with Applicable LawCRTAs, CDPs or Syndicate (or sub- syndicate members). It shall not accept any Bids (other than from Anchor Investors and Bids using the UPI mechanism)that Investors) that are not made through the ASBA process and shall be treated as invalid and liable to be rejectedprocess. UPI Bidders using UPI Mechanismmechanism, may also submit their ASBA Forms with the Registered Brokers, RTA or Depository Participants;
q. it and its sub-syndicate members shall undertake necessary modifications of select fields in the Bid details including UPI ID (xivas applicable) no already uploaded by it in terms of the circulars issued by SEBI, one Working Day after the Bid/ Offer Closing Date in terms of and in compliance with Applicable Law, including the UPI Circulars. It shall also be responsible for providing necessary guidance to UPI Bidders for using the UPI Mechanism;
r. it shall endeavour to accept any Bid cum Application Form, on a best effort basis, after first satisfying itself that the SCSB whose name has been entered in the Bid cum Application Form has named at least 1 branch in that centre in which such Member of the Syndicate shall accept any Bids from any Overseas Corporate Body;
(xv) it shall procure ASBA Forms from Syndicate ASBA Bidders only at or its sub-syndicate Members is accepting the Specified Locations;
(xvi) it shall ensure availability of adequate infrastructure and other facilities for Bidding, and that at least one of Bid cum Application Form to enable the members Members of the Syndicate shall be present at to deposit the Specified Locations so that there is least one electronically linked computer terminal, for the purpose of Bidding and for data entry of the Bids in a timely manner at all the Specified LocationsBid cum Application Forms;
s. it shall enter each Bid option and UPI ID (xviiif applicable) into the electronic bidding system as a separate Bid and generate an acknowledgment slip for each price and demand option and give the same or the acknowledgment number to the Bidder. It shall also furnish a Transaction Registration Slip to the Bidder on request;
t. it shall accept and upload Bids only during the Bid/ Offer Period in case of Retail Individual Investors, Non-Institutional Investors and QIBs (except Anchor Investors);
u. except in relation to the Bids received from Anchor Investors, Bids and any revisions in Bids will be accepted only between 10.00 a.m. and 5.00 p.m. (Indian Standard Time) during the Bid/ Offer Period at the bidding centres mentioned in the Bid cum Application Form or the Designated Branches of the SCSBs and the bidding centres of the Members of the Syndicate at the Specified Locations (and the Broker Centres of the Registered Brokers or the Designated RTA Locations or the Designated CDP Locations, as the case may be, except that on Bid/ Offer Closing Date, which for QIBs may be one Working Day prior to the Bid/ Offer Closing Date for other categories of Bidders). On the Bid/ Offer Closing Date, Bids and any revisions in Bids will only be accepted between 10.00 a.m. (Indian Standard Time) and 3.00 p.m. (Indian Standard Time). On the Bid/ Offer Closing Date Bids shall be uploaded until (i) 4.00 p.m. (Indian Standard Time) in case of Bids by QIBs and Non-Institutional Investors; and (ii) until 5.00 p.m. (Indian Standard Time) or such extended time as permitted by the Stock Exchanges, in case of Bids by Retail Individual Bidders after taking into account the total number of applications received up to the closure of timings and reported by the BRLMs to the Stock Exchanges. Bids will be accepted only on Working Days. The Company, in consultation with the Book Running Lead Managers may consider closing the Bid / Offer Period for QIBs one day prior to the Bid / Offer Closing Date in accordance with the SEBI ICDR Regulations. Any revision in the uploading time instructed by the Stock Exchanges shall be communicated to the Sub-Syndicate Members who in turn shall communicate such revision to their agents. It is clarified that Bids not uploaded on the electronic bidding system would be considered rejected. Bids by ASBA Bidders shall be uploaded in the electronic system to be provided by the Stock Exchanges by Designated Intermediaries in case of any discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical or electronic ASBA Form, for a particular Bidder, the details of the Bid file received from Stock Exchanges may be taken as final data for the purposes of Allotment;
(xviii) it shall ensure that its Sub-Syndicate Members shall, as applicable and in accordance with the UPI Circulars, enter the following details of an ASBA Bidder who submits an ASBA Bid at the Specified Locations in the electronic bidding system: (a) symbol; (b) intermediary code; (c) intermediary name; (d) location code; (e) name of the bidder; (f) name of the bank; (g) bank code; (h) category – individual, corporate, QIB, eligible NRI, etc.; (i) PAN (of the sole/first Bidder); (j) number of Equity Shares Bid for; (k) price per Equity Share; (l) Bid cum Application Form number; (m) DP ID and Client ID; (n) quantity; (o) amount; (p) order number; (q) depository of the beneficiary account of the Bidder; and (r) UPI ID. For Anchor Investors, the BRLMs shall enter details of the respective Anchor Investor Bid Amount as well as the payment reference;
(xix) it and its Sub-Syndicate Members, if any, shall undertake necessary modifications of select fields in the Bid details, already uploaded by it during the Bid/Offer Period, in compliance with Applicable Law, including the UPI Circulars and the Exchange Circulars;
(xx) it shall provide the identification numbers (terminal IDs) of all Specified Locations and those of its Sub-Syndicate Members, if any, to the Registrar to the Offer together with such other information that may be necessary to enable the Registrar to the Offer to keep a record of the bidding at each such bidding center at the end of each day during the Bid/ Offer Period;
(xxi) it shall register and upload the Bids received by it and its Sub-Syndicate Members, onto the electronic bidding system as soon as practicable on the same Working Day on which the Bids are received (subject to the Stock Exchanges permitting such upload on the same Working Day). The BRLMs will instruct the Anchor Investors to deposit their Bid Amounts into the Escrow Accounts of the Company maintained with the designated Escrow Collection Banks for Anchor Investors, on the same day on which the Bid was received or any other period as agreed with the BRLMs in consultation with the Registrar to the Offer within the time period prescribed under the SEBI ICDR Regulations and other Applicable Law, and for the remaining Bid Amount (in cases where the Anchor Investor Allocation Price is lower than the Offer Price), on or prior to the Anchor Investor Pay-in Date; and it acknowledges that if the relevant Bid Amounts are not deposited within the time period stipulated herein, then such Bids are liable to be rejected;
(xxii) the Members of the Syndicate or any of their Sub-Syndicate Members shall enter details of a Bidder in the electronic bidding system as specified in the Red ▇▇▇▇▇▇▇ Prospectus, the Preliminary Offering Memorandum, the SEBI ICDR Regulations and any circular issued by the SEBI from time to time;
(xxiii) it shall ensure that all records of the Bids including the ASBA Forms (submitted by the Syndicate ASBA Bidders), together with supporting documents, are maintained and forwarded to the SCSBs, except in relation to Bids from UPI Bidders, within the time periods specified by the Stock Exchanges or the SEBI ICDR Regulations, the SEBI Process Circulars or UPI Circulars;
(xxiv) except for UPI Bidders, it shall ensure that it has affixed its stamp on each Bid cum Application Form forwarded by it to SCSBs or Escrow Collection Banks or the Registrar, as applicable, under “Broker’s/ SCSB Branch’s Stamp / RTA /CDP” (as applicable) as an acknowledgement of upload of the Bid in the electronic bidding system of the Stock Exchanges; Bid cum Application Forms (except electronic Bid cum Application Forms) that do not bear such stamp are liable to be rejected. It is however clarified that Bids by Anchor Investors do not get uploaded on electronic bidding system of the Stock Exchanges on the Anchor Investor Bidding Date;
(xxv) in relation to the Bids procured from Anchor Investors, the BRLMs shall be responsible for providing a schedule (including application number, payment instrument number/ RTGS / NEFT/ UTR control number and Bid Amount paid by Anchor Investors) to the Escrow Collection Bank during the Anchor Investor Bid/ Offer Period or any other period as agreed among the BRLMs in consultation with the Registrar to the Offer;
(xxvi) it shall provide the Registrar to the Offer with a daily record, with a separate section for each of its bidding centers and those of its Sub-Syndicate Members, details relating to the Bid cum Application Forms received from the Bidders, details regarding registration of the Bids and Bid Amounts (other than Bids collected by SCSBs, CDPs, RTAs and Registered Brokers). This record (except Bids by Anchor Investors, and Bids by UPI Bidders using the UPI mechanism) shall be made available to the Registrar no later than 5 p.m. IST on any given day, or any such time permissible under Applicable Law, as agreed w3.00
Appears in 1 contract
Sources: Syndicate Agreement
RESPONSIBILITIES OF THE MEMBERS OF THE SYNDICATE.
3.1 Each Member of The Parties acknowledge that pursuant to SEBI ICDR Regulations and the Syndicate herebySEBI Process Circulars, severally all Bidders (other than Anchor Investors) are required to mandatorily submit their Bids and not jointly, represents and warrants to the Company, each of the Selling Shareholders and to the other Parties, in relation to the Offer, that (a) it is an intermediary registered with SEBI and has a valid SEBI registration certificate for acting as a Member of the Syndicate (“Registration Certificate”) and has not been debarred or prohibited from acting as an intermediary by SEBI; and participate in the event of withdrawal or cancellation of their Registration Certificate, such Member of Offer through the ASBA process and all Syndicate shall promptly inform ASBA Bidders that are Retail Individual Bidders are required to mandatorily Bid through the fact of such withdrawal or cancellation to other Parties; and (b) this Agreement has been duly authorized, executed and delivered by it, and is a valid and legally binding obligation of such Member of the Syndicate in accordance with the terms of this AgreementUPI Mechanism.
3.2 Subject to Clauses 3.3, 3.4 and Clause 3.5 below, each of the Members members of the Syndicate shall have the following responsibilities and obligations in relation to the Offer, and each Member member of the Syndicate hereby severally (and not jointly, or jointly and severally) represents, warrants, agrees, covenants and undertakes to the Company, the Selling Shareholders and other Members members of the Syndicate Syndicate, on behalf of itself, and to the extent relevant, its respective Sub-Syndicate Members thatMembers:
(i) it, or the respective Sub-Syndicate Member Members appointed by it, shall be responsible for collection of Bids (including Bids using the UPI Mechanism) from the Syndicate ASBA Bidders bidding through any Member of and the Syndicate or their respective Sub-Syndicate Members (other than Bids directly submitted to the SCSBs or Bids collected by Registered Brokers at the Broker Centres, CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations or the Bids submitted by Managers shall be responsible for instructing the Anchor Investors to deposit Bid Amount in the BRLMs), only at the Specified Locations, as applicable, Escrow Account in the manner specified in this Agreement, the SEBI ICDR RegulationsRegulations and any other Applicable Law, the Offer DocumentsRed ▇▇▇▇▇▇▇ Prospectus, the terms of Prospectus, the Preliminary Offering Memorandum, the Offering Memorandum, Bid cum Application Form, other Applicable Laws Form and the Allotment Advice as applicable and instructions issued jointly by the BRLMs Managers and the Registrar to the Offer. Provided that in the event of any failure of Bids on account of any non-bidding, error, fraud or malpractice by the relevant SCSB with whom such Syndicate ASBA Bid was submitted, deposited or forwarded by the Members of the Syndicate, the Member of the Syndicate shall not be liable and the relevant SCSB shall be responsible for the sameRegistrar;
(ii) it shall follow all instructions issued by the BRLMs and the Registrar to the Offer, in accordance with Applicable Law and this Agreement, in dealing with the Bid cum Application Forms including with respect to (a) the Bids submitted by QIBs (including Anchor Investors which shall be in accordance with Clause 3.5 below) and (b) the Bids submitted through their respective Sub-Syndicate Members, as applicable, at Specified Locations;
(iii) all Bids (other than Bids by UPI Bidders) shall be submitted to an SCSB for uploading and blocking of the funds and uploading on the electronic bidding platform of the Stock Exchanges;
(iv) any Bids submitted by the Syndicate/ their respective Sub-Syndicate Members to an SCSB shall be made on a special Bid cum Application Form and the heading/ watermark “Syndicate ASBA” must be used by the Syndicate/ Sub-Syndicate Member along with the SM Code and Broker Code mentioned on such special Bid cum Application Form to be eligible for brokerage on Allotment. However, any such special Bid cum Application Forms used for Bids by UPI Bidders shall not be eligible for brokerage;
(v) it agrees and acknowledges that the Bids by Anchor Investors shall be submitted at the select offices of the BRLMs Managers and shall not be collected by the Syndicate Members;
(viiii) it shall procure follow all instructions issued by the Managers and the Registrar in dealing with the Bid cum Application Forms from (including with respect to Bids by the Syndicate ASBA Bidders bidding through any Member of and the Syndicate Anchor Investors) procured by it or their its respective Sub-Syndicate Members, as applicableif any, only at the Specified Locations;
(vii) it shall accept Bids from Bidders (other than Anchor Investors) only through ASBA process in terms of the SEBI Process Circulars. Bids through any other modes (other than Bids submitted by Anchor Investors) shall be treated as invalid and be rejected. If it accepts any Bids through modes other than ASBA process (other than Bids submitted by Anchor Investors), it shall be solely responsible for any consequences arising as a result of accepting such Bid and for resolving any investor grievances arising as a result thereof;
(viiiiv) it shall not register/upload any Bid without first accepting the duly filled Bid cum Application Form in writing (including via facsimile), from the Bidder, whether in India or abroad; it shall be responsible for the completion and accuracy of all details (including the correct UPI ID for Bids by UPI Bidders) to be entered into the electronic bidding system of the Stock Exchanges based on the filled in Bid cum Application Form received by it including the correct UPI ID of the UPI Bidders RIB and, subject to Clause 2.42.3, shall be responsible for any default, mistake or error in the Bid details uploaded by it or subsequent corrections including the UPI related details (as applicable) if such default, mistake or error are solely attributable to it and in resolving investor grievances arising from such errors, if such errors are solely attributable to it; it shall ensure that the required documents are attached to the Bid cum Application Form prior to uploading any Bid including Bids by UPI BiddersBid, shall ensure the completion and accuracy of the required documents, and it shall ensure that such Bids and UPI IDs are uploaded on the electronic bidding systems of the Stock Exchanges on a regular basis during the Bid/ Offer Period in compliance with the SEBI ICDR Regulations and SEBI Process CircularRegulations, and within such time as permitted by the Stock Exchanges and the SEBI ICDR Regulations; it shall forward a schedule in the format prescribed under the UPI Circulars along with the Bid cum Application Form (carrying its identification mark▇▇▇▇ irrespective of the terminal from which the Bid has been uploaded), other than Bids by UPI Retail Individual Bidders under the UPI Mechanism, to the branch of the respective SCSBs for blocking of funds, within such time as permitted by the Stock Exchanges and Applicable Law or within such other timeline as prescribed under the UPI CircularsLaw;
(ixv) it shall, after uploading the Bid, affix a stamp and give an acknowledgment, either by way of a counterfoil or specifying the application number to the Bidder as proof of having accepted the Bid cum Application Form in physical or electronic form, respectively, in accordance with Applicable Law. Further, it shall retain the physical Bid cum Application Forms submitted by UPI Bidders RIBs using UPI as a payment mechanism for a period of six months or such other period as may be prescribed, and shall thereafter forward such forms to the Company / Company/ Registrar; and shall maintain electronic records related to electronic Bid cum Application Forms submitted by such UPI Bidders RIBs for a minimum period of three years or such other period as may be prescribed under Applicable Law;
(xvi) it will enter each Bid and UPI ID (if applicable) option into the electronic bidding system as a separate Bid within the timelines prescribed by SEBI and generate a transaction registration slip an Acknowledgement Slip for each price and demand option and give such Acknowledgement Slip to the same Bidder. It shall also furnish an Acknowledgement Slip to the Bidder on request;
(xivii) it shall accept and upload Bids by ASBA Bidders only during the Bid/ Bid/Offer Period. In case of Anchor Investors, the BRLMs Managers shall accept Bids only during the Anchor Investor Bid/ Bid/Offer Period as applicable and as specified in the Red ▇▇▇▇▇▇▇ Prospectus and in accordance with the Applicable LawsPeriod;
(xiiviii) at the end of each day during the Bid/ Bid/Offer Period, the demand for the Equity Shares (excluding the allocation made to the Anchor Investors during the Anchor Investor Bid/ Bid/Offer Period) and the Bid prices shall be displayed on an online graphical display at its Bidding terminals, for information to the public;
(xiiiix) it agrees that Anchor Investors shall upload/submit their Bids only through the BRLMs Managers or their respective Affiliates. No other Member member of the Syndicate shall solicit orders or collect Bids from any Anchor Investors. It agrees that the Members members of the Syndicate (only in the Specified Locations) have the right to accept or reject Bids by QIBs (other than Anchor Investors). Further, Bids from QIBs can also be rejected, rejected by the Company in consultation with the BRLMs, Managers on technical grounds or such grounds as described in the Offer Documents, in compliance with Applicable Law. Bids from Non-Institutional Bidders, Bidders and Retail Individual Bidders and UPI Bidders can be rejected on technical grounds only as described in the Offer Documents, in compliance with Applicable Lawonly. It shall not accept any Bids (other than from Anchor Investors and Bids using the UPI mechanism)that Investors) that are not made through the ASBA process and shall be treated as invalid and liable to be rejectedprocess. UPI Bidders RIBs using UPI Mechanismmechanism, may also submit their ASBA Forms with the Registered Brokers, RTA or Depository Participants;
(xivx) the members of the Syndicate shall indicate any revision in Price Band or change in Bid/Offer Period on the relevant website and the terminals of the members of the Syndicate, pursuant to any public notice that may be released by the Company in this regard;
(xi) no Member member of the Syndicate shall accept any Bids from any Overseas Corporate Body;
(xvxii) it shall procure ASBA Forms from Syndicate ASBA Bidders only at the Specified Locations;
(xvixiii) it shall ensure the availability of adequate infrastructure and other facilities for Biddingfacilities, and that including at least one of the members of the Syndicate shall be present at the Specified Locations so that there is least one electronically linked computer terminal, terminal at all the Specified Locations is available for the purpose of Bidding and for data entry of the Bids in a timely manner at all the Specified Locationsmanner;
(xviixiv) except in relation to the Bids received from Anchor Investors, Bids and any revisions in Bids will be accepted only between 10.00 10:00 a.m. IST and 5.00 5:00 p.m. (Indian Standard Time) IST during the Bid/ Bid/Offer Period (except on the Bid/Offer Closing Date) at the Specified Locations (except on Bid/ Offer Closing Date, which for QIBs may be one Working Day prior to the Bid/ Offer Closing Date for other categories of Bidders)Locations. On the Bid/ Bid/Offer Closing Date, Bids and any revisions in Bids will only be accepted between 10.00 10:00 a.m. (Indian Standard Time) IST and 3.00 3:00 p.m. (Indian Standard Time). On the Bid/ Offer Closing Date Bids shall be IST and uploaded until (i) 4.00 4:00 p.m. (Indian Standard Time) IST in case of Bids by QIBs and Non-Institutional InvestorsBidders; and (ii) until 5.00 5:00 p.m. (Indian Standard Time) IST or such extended time as permitted by the Stock Exchanges, in case of Bids by Retail Individual Bidders Bidders, after taking into account the total number of applications received up to the closure of timings and reported by the BRLMs Managers to the Stock Exchanges. Bids will be accepted only on Working Days. The CompanyCompany and the Investor Selling Shareholder may, in consultation with the Book Running Lead Managers may Managers, consider closing the Bid / Offer Period for QIBs one day prior to the Bid / Offer Closing Date in accordance with the SEBI ICDR Regulations. Bids will be accepted only on Working Days. Any revision in the uploading time instructed by the Stock Exchanges shall be communicated to the Sub-Syndicate Members who in turn shall communicate such revision to their agents. It is clarified that Bids not uploaded on the electronic bidding system would be considered rejected. Bids by ASBA Bidders shall be uploaded in the electronic system to be provided by the Stock Exchanges by for the Designated Intermediaries Intermediaries; in case of any discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical or electronic ASBA Form, for a particular Bidder, the details of the Bid file received from Stock Exchanges may be taken as final data for the purposes of Allotment;.
(xviiixv) it shall ensure that its Sub-Syndicate Members shall, as applicable and in accordance with the UPI Circulars, enter the following details of an ASBA Bidder who submits an ASBA Bid at the Specified Locations in the electronic bidding system: (a) symbol; (b) intermediary code; (c) intermediary name; (d) location code; (e) name of the bidder; (f) name of the bank; (g) bank code; (h) category – individual, corporate, QIB, eligible NRI, etc.; (i) PAN (of the sole/first Bidder); (j) number of Equity Shares Bid for; (k) price per Equity Share; (l) Bid cum Application Form number; (m) DP ID and Client ID; (n) quantity; (o) amount; (p) order number; and (q) depository of the beneficiary account of the Bidder; and (r) UPI ID. For Anchor Investors, the BRLMs Managers shall enter details of the respective Anchor Investor Bid Amount as well as the payment reference;
(xixxvi) it and its Sub-Syndicate Members, if any, shall undertake necessary modifications of select fields in the Bid details, already uploaded by it during the Bid/Offer Period, Period and up to the permissible time on the Working Day following the Bid/Offer Closing Date in terms of and in compliance with Applicable Law, including the UPI Circulars and Circulars. It shall also be responsible for providing necessary guidance to RIBs for using the Exchange CircularsUPI Mechanism;
(xxxvii) it shall provide the identification numbers (terminal IDs) of all Specified Locations its Bidding Centres and those of its Sub-Syndicate Members, if any, to the Registrar to the Offer together with such other information that may be necessary to enable the Registrar to the Offer to keep a record of the bidding at each such bidding center Bidding Centre at the end of each day during the Bid/ Bid/Offer Period;
(xxixviii) it shall register and upload the Bids received by it and its Sub-Syndicate Members, onto the electronic bidding system as soon as practicable on the same Working Day on which the Bids are received (subject to the Stock Exchanges permitting such upload on the same Working Day). The BRLMs will instruct the Anchor Investors to shall deposit their Bid Amounts into the Escrow Accounts of the Company maintained with the designated Escrow Collection Banks for Anchor Investors, on the same day on which the Bid was received or any other period as agreed with the BRLMs Managers in consultation with the Registrar to the Offer within the time period prescribed under the SEBI ICDR Regulations and other Applicable Law, and for the remaining Bid Amount (in cases where the Anchor Investor Allocation Price is lower than the Offer Price), on or prior to the Anchor Investor Pay-in Date; and it acknowledges that if the relevant Bid Amounts are not deposited within the time period stipulated herein, then such Bids are liable to be rejected. it does not comply with its obligations, within the time period stipulated herein, the relevant Escrow Collection Banks or SCSB, as the case may be, on the advice of the Registrar and/or the Manager, may not accept the relevant Bid Amounts and the Bid cum Application Forms;
(xxiixix) it shall not collect or deposit payment instruments drawn in favor of the Members Company or any other party or account, other than in favor of the designated Escrow Accounts as specified in the Bid cum Application Form, the Red ▇▇▇▇▇▇▇ Prospectus and the Preliminary Offering Memorandum; and with respect to Bids by the Syndicate ASBA Bidders who have chosen a non-UPI payment mechanism, it shall not accept any ASBA Form without satisfying itself that the SCSB where the ASBA Account is maintained, as specified in the ASBA Form, has named at least one Designated Branch in that Specified Location in which member of the Syndicate or any of their its Sub-Syndicate Members is accepting the ASBA Form or in case the Syndicate ASBA Bidder has chosen UPI as the mode of payment, the ASBA Form contains the UPI ID for such Bidder linked to a bank account of an SCSB notified by the SEBI which is live on UPI 2.0.;
(xx) in relation to the Bids procured from Anchor Investors, the Managers shall enter details of be responsible for providing a Bidder schedule (including application number, payment instrument number/ RTGS / NEFT/ UTR control number and Bid Amount paid by Anchor Investors) to the Escrow Collection Bank during the Anchor Investor Bid/Offer Period or any other period as agreed among the Managers in consultation with the electronic bidding system Registrar to the Offer;
(xxi) as specified in the Red ▇▇▇▇▇▇▇ Prospectus, the Preliminary Offering Memorandum, Memorandum and the SEBI ICDR Regulations Regulations, the members of the Syndicate or any of their Sub-Syndicate Members (which are entities otherwise eligible to act as a syndicate member and any circular issued by have a valid SEBI registration certificate) shall enter the SEBI from time to timedetails of a Bidder, including UPI ID, if applicable, in the electronic bidding system;
(xxiiixxii) it shall ensure that all records of the Bids including the ASBA Forms (submitted by the Syndicate ASBA Bidders), together with supporting documents, are maintained and forwarded to the SCSBs, except in relation to Bids from UPI BiddersRIBs, within the time periods specified by the Stock Exchanges or the SEBI ICDR Regulations, the SEBI Process Circulars or UPI Circulars;
(xxivxxiii) except for UPI Bidders, it shall ensure that it has affixed its stamp on in the main body of each Bid cum Application Form forwarded by it to the SCSBs or Escrow Collection Banks or the Registrarunder “Brokers/SCSB/RTA/CDP Branch’s Stamp”, as applicable, under “Broker’s/ SCSB Branch’s Stamp / RTA /CDP” (as applicable) as an acknowledgement of upload of the Bid in the electronic bidding system of the Stock Exchanges; . Bid cum Application Forms (except electronic Bid cum Application Forms) that do not bear such stamp stamps are liable to be rejected. It is however clarified that Bids by Anchor Investors do not get uploaded on electronic bidding system of the Stock Exchanges on the Anchor Investor Bidding Date;
(xxv) in relation to the Bids procured from Anchor Investors, the BRLMs shall be responsible for providing a schedule (including application number, payment instrument number/ RTGS / NEFT/ UTR control number and Bid Amount paid by Anchor Investors) to the Escrow Collection Bank during the Anchor Investor Bid/ Offer Period or any other period as agreed among the BRLMs in consultation with the Registrar to the Offer;
(xxvixxiv) it shall provide the Registrar to the Offer with a daily record, with a separate section for each of its bidding centers Bidding Centers and those of its Sub-Syndicate Members, details relating to the Bid cum Application Forms received from the Bidders, details regarding registration of the Bids Bids, and the Bid Amounts Amounts; (other than Bids collected by SCSBs, CDPs, RTAs and Registered Brokers). This record (except Bids by Anchor Investors, and Bids by UPI Bidders RIBs using the UPI mechanism) shall be made available to the Registrar no later than 5 p.m. IST on any given day;
(xxv) it shall take all necessary steps and co-operate with the Escrow Collection Bank, the Refund Bank, the Public Offer Bank, the Sponsor Bank, and their respective correspondent banks (appointed in accordance with the terms of the Cash Escrow and Sponsor Bank Agreement), if any, and the Registrar to ensure that the Allotment of the Equity Shares and refund, if any, of any amount collected during the Anchor Investor Bid/Offer Period and the Pay-in Date for Anchor Investor, if applicable, and any other post-Offer activities are completed within the time period specified in the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus, the Preliminary Offering Memorandum, the Offering Memorandum and the SEBI ICDR Regulations;
(xxvi) it shall be responsible for collection of the ASBA Forms and other documents attached to the ASBA Forms from Syndicate ASBA Bidders at the Specified Locations and deposit such ASBA Forms (with relevant schedules) with the relevant branch of the SCSB (except Retail Individual Bidders) where the ASBA Account, as specified in the ASBA Form, is maintained and named by such SCSB to accept such ASBA Form, no later than 11:00 a.m. IST on the first Working Day after the Bid/Offer Closing Date or any such time permissible under Applicable Law, other period as agreed wwith the Managers in consultation with the Registrar to the Offer, after uploading the Bids onto the electronic bidding system; provided that in respect of ASBA Forms submitted by Retail Individual Bidders, there will be no physical movement of the ASBA Forms to the SCSBs in accordance with the UPI Circulars. The members of the Syndicate acknowledge that if they do not comply with their obligations, within the time period stipulated herein, the relevant SCSB, on the advice of the Registrar to the Offer and the other members of the Syndicate, may not accept the ASBA Form;
(xxvii) it shall ensure that the Bid cum Application Forms (without UPI as a payment option) submitted to it by the ASBA Bidders, along with the supporting documents, are forwarded to the SCSBs for further action, within the timelines prescribed by the Stock Exchanges and the SEBI;
(
Appears in 1 contract
Sources: Syndicate Agreement
RESPONSIBILITIES OF THE MEMBERS OF THE SYNDICATE. 3.1 The Parties acknowledge that pursuant to SEBI ICDR Regulations and the SEBI Process Circulars, all Bidders (other than Anchor Investors) are required to mandatorily submit their Bids and participate in the Issue through the ASBA process and all Syndicate ASBA Bidders that are UPI Bidders are required to mandatorily Bid through the UPI Mechanism. Any Retail Individual Bidder whose Bid has not been considered for Allotment, due to failures on the part of the SCSB may seek redressal from the concerned SCSB within three months of the listing date in accordance with the SEBI Master Circular for Issue of Capital and Disclosure Requirements (SEBI/HO/CFD/PoD-2/P/CIR/2023/00094 dated June 21, 2023).
3.1 3.2 Each Member member of the Syndicate hereby, severally and not jointly, represents and warrants to the Company, each of the Selling Shareholders and to the other Parties, in relation to the Offer, that Issue that: (a) it is an intermediary registered with SEBI and has a valid SEBI registration certificate for acting as a Member of the Syndicate (“Registration Certificate”) and has not been debarred or prohibited from acting as an intermediary by SEBIcertificate; and in the event of withdrawal or cancellation of their Registration Certificate, such Member of the Syndicate shall promptly inform the fact of such withdrawal or cancellation to other Parties; and (b) this Agreement has been duly authorized, executed and delivered by it, and is a valid and legally binding obligation of such Member member of the Syndicate; and (c) it has not been debarred or prohibited from acting as an intermediary by SEBI or any other regulatory authority, and in the event of withdrawal or cancellation of its registration, such member of the Syndicate in accordance with shall promptly inform the terms fact of this Agreementsuch withdrawal or cancellation to all the other Parties hereto.
3.2 3.3 Subject to Clauses 3.3, 3.4 and 3.5 Clause 3.7 below, each of the Members members of the Syndicate shall have the following responsibilities and obligations in relation to the OfferIssue, and each Member member of the Syndicate hereby severally (and not jointly, or jointly and severally) represents, warrants, agrees, covenants and undertakes to the Company, the Selling Shareholders and other Members members of the Syndicate Syndicate, on behalf of itselfitself for the Bids procured by it, and to the extent relevant, its respective Sub-Syndicate Members thatMembers:
(i) it, or the respective Sub-Syndicate Member appointed by it, shall be responsible for collection of Bids (including Bids using the UPI Mechanism) from the ASBA Bidders bidding through any Member of the Syndicate or their respective Sub-Syndicate Members (other than Bids directly submitted to the SCSBs or Bids collected by Registered Brokers at the Broker Centres, CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations or the Bids submitted by the Anchor Investors to the BRLMsLocations), only at the Specified Locations, as applicable, in the manner specified in this Agreement, the SEBI ICDR Regulations, the Offer Issue Documents, the terms of the Bid cum Application Form, other Applicable Laws and instructions issued jointly by the BRLMs Lead Managers and the Registrar to the OfferIssue. Provided however that the Syndicate Members shall not be liable, in the event of any failure of Bids on account of any non-bidding, error, fraud or malpractice by the relevant SCSB with whom such Syndicate syndicate ASBA Bid was submitted, deposited or forwarded by the Members of the Syndicate, the Member of the Syndicate shall not be liable and the relevant SCSB shall be responsible for the same;
(ii) it shall follow all instructions issued by the BRLMs and the Registrar to the Offer, in accordance with Applicable Law and this Agreement, in dealing with the Bid cum Application Forms including with respect to (a) the Bids submitted by QIBs (including Anchor Investors which shall be in accordance with Clause 3.5 below) and (b) the Bids submitted through their respective Sub-Syndicate Members, as applicable, at Specified Locations;
(iii) all Bids (other than Bids by UPI Bidders) shall be submitted to an SCSB for uploading and blocking of the funds and uploading on the electronic bidding platform of the Stock Exchanges;
(iviii) any Bids submitted by the Syndicate/ their respective Sub-Syndicate Members to an SCSB shall be made on a special Bid cum Application Form and the heading/ watermark “Syndicate ASBA” must be used by the Syndicate/ Sub-Syndicate Member along with the SM Code and Broker Code mentioned on such special Bid cum Application Form to be eligible for brokerage on Allotment. However, any such special Bid cum Application .
(iv) it will not accept ASBA Forms used for Bids by from UPI Bidders shall that do not be eligible for brokerageuse UPI as a payment mechanism or if the UPI ID is not stated in the ASBA Form, in accordance with the SEBI Process Circulars and the UPI Circulars;
(v) it agrees and acknowledges that the Bids by Anchor Investors shall be submitted at the select offices of the BRLMs and shall not be collected follow all instructions issued by the Syndicate Members;
(vi) it shall procure Book Running Lead Managers and the Registrar in dealing with the Bid cum Application Forms from ASBA Bidders bidding through any Member of (including with respect to Bids by the Syndicate ASBA Bidders) procured by it or their its respective Sub-Syndicate Members, as applicableif any, only at the Specified Locations;
(vii) it shall accept Bids from Bidders (other than Anchor Investors) only through ASBA process in terms of the SEBI Process Circulars. Bids through any other modes (other than Bids submitted by Anchor Investors) shall be treated as invalid and be rejected. If it accepts any Bids through modes other than ASBA process (other than Bids submitted by Anchor Investors), it shall be solely responsible for any consequences arising as a result of accepting such Bid and for resolving any investor grievances arising as a result thereof;
(viiivi) it shall not register/upload any Bid without first accepting the duly filled Bid cum Application Form in writing (including via facsimile), from the Bidder, whether in India or abroad; it shall be responsible for the completion and accuracy of all details (including the correct UPI ID for Bids by UPI Bidders) to be entered into the electronic bidding system of the Stock Exchanges based on the filled in Bid cum Application Form received by it including the correct UPI ID of the UPI Bidders Bidder and, subject to Clause 2.42.3, shall be responsible for any default, mistake or error in the Bid details uploaded by it or subsequent corrections including the UPI related details (as applicable) if such default, mistake or error are solely attributable to it and in resolving investor grievances arising from such errors, if such errors are solely attributable to it; it shall ensure that the required documents are attached to the Bid cum Application Form prior to uploading any Bid including Bids by UPI BiddersBid, and it shall ensure that such Bids and UPI IDs (as applicable) are uploaded on the electronic bidding systems of the Stock Exchanges on a regular basis during the Bid/ Offer Period in compliance with the SEBI ICDR Regulations and SEBI Process CircularRegulations, and within such time as permitted by the Stock Exchanges and the SEBI ICDR Regulations; it shall forward a schedule in the format prescribed under the UPI Circulars along with the Bid cum Application Form (carrying its identification mark), other than Bids by UPI Bidders under the UPI Mechanism, to the branch of the respective SCSBs for blocking of funds, within such time as permitted by the Stock Exchanges and Applicable Law or within such other timeline as prescribed under the UPI Circulars;
(ixvii) it shall, shall after uploading the Bid, affix a stamp and give an acknowledgment, acknowledgment either by way of a counterfoil or specifying the application number to the Bidder as proof of having accepted the Bid cum Application Form in physical or electronic form, respectively, in accordance with Applicable Law. Further, it shall retain the physical Bid cum Application Forms submitted by UPI Bidders using UPI as a payment mechanism for a period of six months or such other period as may be prescribed, and shall thereafter forward such forms to the Company / RegistrarCompany; and shall maintain electronic records related to electronic Bid cum Application Forms submitted by such UPI Bidders for a minimum period of three years or such other period as may be prescribed under Applicable Law.;
(xviii) it will enter each Bid option and UPI ID (if applicable) option into the electronic bidding system as a separate Bid within the timelines prescribed by SEBI and generate a transaction registration slip an Acknowledgement Slip for each price and demand option and give such Acknowledgement Slip to the same Bidder. It shall also furnish an Acknowledgement Slip to the Bidder on request;
(xiix) it shall register and upload the Bids received by it and its Sub-Syndicate Members, in relation thereto such as UPI ID, onto the electronic bidding system as soon as practicable on the same Working Day on which the Bids are received (subject to the Stock Exchanges permitting such upload on the same Working Day). The Anchor Investors shall deposit their Bid Amounts into the Escrow Accounts of the Company maintained with the designated Escrow Collection Banks for Anchor Investors, on the same day on which the Bid was received or any other period as agreed with the Lead Managers in consultation with the Registrar to the Issue within the time period prescribed under the SEBI ICDR Regulations and other Applicable Law, and for the remaining Bid Amount (in cases where the Anchor Investor Allocation Price is lower than the Issue Price), on or prior to the Anchor Investor Pay-in Date; and it acknowledges that if the relevant Bid Amounts are not deposited within the time period stipulated herein, then such Bids are liable to rejected. It does not comply with its obligations, within the time period stipulated herein, the relevant Escrow Collection Banks or SCSB, as the case may be, on the advice of the Registrar and/or the Lead Manager, may not accept the relevant Bid Amounts and the Bid cum Application Forms;
(x) it shall accept and upload Bids by ASBA Bidders only during the Bid/ Offer Bid/Issue Period. The members of the Syndicate shall indicate any revision in Price Band or change in Bid/Issue Period on the relevant website and the terminals of the members of the Syndicate, pursuant to any public notice that may be released by the Company in this regard. In case of Anchor Investors, the BRLMs Book Running Lead Managers shall accept Bids only during on the Anchor Investor Bid/ Offer Bidding Date;
(xi) The members of the Syndicate shall indicate any revision in Price Band or change in Bid/Issue Period as applicable on the relevant website and as the terminals of the members of the Syndicate, pursuant to any public notice that may be released by the Company in this regard.
(xii) it shall ensure that the “Do’s”, “Don’ts” and “Grounds for Technical Rejection” specified in the Red ▇▇▇▇▇▇▇ Prospectus and Preliminary Issue Memorandum are addressed in accordance with any Bid cum Application Forms collected by them, including ensuring that the PAN (except for ASBA Bids on behalf of the Central or State Government, officials appointed by a court of law, Bidders residing in the state of Sikkim or Bidders who are exempt from holding a PAN under Applicable LawsLaw), DP ID and Client ID, UPI ID if applicable, of the ASBA Bidder are quoted in the Bid cum Application Form. In case of residents of Sikkim, the members of the Syndicate shall verify the veracity of the claim of the investors that they are residents of Sikkim by collecting sufficient documentary evidence in support of their address as provided in the SEBI Circular MRD/DoP/Dep/Cir-29/2004 dated August 24, 2004;
(xiixiii) at the end of each day during the Bid/ Offer Bid/Issue Period, the demand for the Equity Shares (excluding the allocation made to the Anchor Investors during on the Anchor Investor Bid/ Offer PeriodBidding Date) and the Bid prices shall be displayed on an online graphical display at its Bidding terminals, for information to the public;
(xiiixiv) it agrees that Anchor Investors shall upload/submit their Bids only through the BRLMs Book Running Lead Managers or their Affiliatesrespective affiliates. No other Member member of the Syndicate shall solicit orders or collect Bids from any Anchor Investors. It agrees that the Members members of the Syndicate (only in the Specified Locations) have the right to accept or reject Bids by QIBs (other than Anchor Investors). Further, Bids from QIBs can also be rejected, rejected by the Company Company, in consultation with the BRLMs, Book Running Lead Managers on technical grounds or such grounds as described in the Offer Issue Documents, in compliance with the Applicable Law. Bids from Non-Institutional Bidders, Retail Individual Bidders and UPI Bidders can be rejected on technical grounds only as described in the Offer Documents, in compliance with Applicable Lawonly. It shall not accept any Bids (other than from Anchor Investors and Bids using the UPI mechanism)that Investors) that are not made through the ASBA process and shall be treated as invalid and liable to be rejectedprocess. UPI Bidders using UPI Mechanismmechanism, may also submit their ASBA Forms with the Registered Brokers, RTA CRTA or Depository Participants;
(xivxv) no Member member of the Syndicate shall accept any Bids from any Overseas Corporate Body;
(xvxvi) it shall procure ASBA Forms from Syndicate ASBA Bidders only at the Specified Locations;
(xvixvii) it shall ensure the availability of adequate infrastructure and other facilities for Biddingfacilities, and that including at least one of the members of the Syndicate shall be present at the Specified Locations so that there is least one electronically linked computer terminal, terminal at all the Specified Locations is available for the purpose of Bidding and for data entry of the Bids in a timely manner at all the Specified Locationsmanner;
(xviixviii) except in relation to the Bids received from Anchor Investors, Bids and any revisions in Bids will be accepted only between 10.00 10:00 a.m. IST and 5.00 5:00 p.m. (Indian Standard Time) IST during the Bid/ Offer Bid/Issue Period (except on the Bid/Issue Closing Date) at the Specified Locations (except on Bid/ Offer Closing Date, which for QIBs may be one Working Day prior to the Bid/ Offer Closing Date for other categories of Bidders)Locations. On the Bid/ Offer Bid/Issue Closing Date, Bids and any revisions in Bids will only be accepted between 10.00 10:00 a.m. (Indian Standard Time) IST and 3.00 3:00 p.m. (Indian Standard Time). On the Bid/ Offer Closing Date Bids shall be IST and uploaded until (i) 4.00 4:00 p.m. (Indian Standard Time) IST in case of Bids by QIBs and Non-Institutional InvestorsBidders; and (ii) until 5.00 5:00 p.m. (Indian Standard Time) IST or such extended time as permitted by the Stock Exchanges, in case of Bids by Retail Individual Bidders Investors, after taking into account the total number of applications received up to the closure of timings and reported by the BRLMs Book Running Lead Managers to the Stock Exchanges. The Company may, in consultation with the Book Running Lead Managers, consider closing the Bid / Issue Period for QIBs one working day prior to the Bid / Issue Closing Date in accordance with the SEBI ICDR Regulations. Bids will be accepted only on Working Days. The Company, in consultation with the Book Running Lead Managers may consider closing the Bid / Offer Period for QIBs one day prior to the Bid / Offer Closing Date in accordance with the SEBI ICDR Regulations. Any revision in the uploading time instructed by the Stock Exchanges shall be communicated to the Sub-Syndicate Members who in turn shall communicate such revision to their agents. It is clarified that Bids not uploaded on the electronic bidding system would be considered rejected. If a large number of Bids are received on the Bid / Issue Closing Date, as is typically experienced in public issues, which may lead to some Bids not being uploaded due to lack of sufficient time to upload, such Bids that cannot be uploaded on the electronic bidding system will not be considered for allocation in the Issue. Bids will be accepted only on Working Days. Bids by ASBA Bidders shall be uploaded in the electronic system to be provided by the Stock Exchanges by for the Designated Intermediaries Intermediaries; in case of any discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical or electronic ASBA Form, for a particular Bidder, the details of the Bid file received from Stock Exchanges may be taken as final data for the purposes of Allotment;.
(xviiixix) it shall ensure that its Sub-Syndicate Members shall, as applicable and in accordance with the UPI Circulars, enter the following details of an ASBA Bidder who submits an ASBA Bid at the Specified Locations in the electronic bidding system: (a) symbol; (b) intermediary code; (c) intermediary name; (d) location code; (e) name of the bidder; (f) name of the bank; (g) bank code; (h) category – individual, corporate, QIB, eligible NRI, etc.; (i) PAN (of the sole/first Bidder); (j) number of Equity Shares Bid for; (k) price per Equity Share; (l) Bid cum Application Form number; (m) DP ID and Client ID; (n) quantity; (o) amount; (p) order number; (q) depository of the beneficiary account of the Bidder; and (r) UPI ID. For Anchor Investors, the BRLMs shall enter details of the respective Anchor Investor Bid Amount as well as the payment reference;
(xix) it and its Sub-Syndicate Members, if any, shall undertake necessary modifications of select fields in the Bid details, already uploaded by it during the Bid/Offer Period, in compliance with Applicable Law, including the UPI Circulars and the Exchange Circulars;
(xx) it shall provide the identification numbers (terminal IDs) of all Specified Locations and those of its Sub-Syndicate Members, if any, to the Registrar to the Offer together with such other information that may be necessary to enable the Registrar to the Offer to keep a record of the bidding at each such bidding center at the end of each day during the Bid/ Offer Period;
(xxi) it shall register and upload the Bids received by it and its Sub-Syndicate Members, onto the electronic bidding system as soon as practicable on the same Working Day on which the Bids are received (subject to the Stock Exchanges permitting such upload on the same Working Day). The BRLMs will instruct the Anchor Investors to deposit their Bid Amounts into the Escrow Accounts of the Company maintained with the designated Escrow Collection Banks for Anchor Investors, on the same day on which the Bid was received or any other period as agreed with the BRLMs in consultation with the Registrar to the Offer within the time period prescribed under the SEBI ICDR Regulations and other Applicable Law, and for the remaining Bid Amount (in cases where the Anchor Investor Allocation Price is lower than the Offer Price), on or prior to the Anchor Investor Pay-in Date; and it acknowledges that if the relevant Bid Amounts are not deposited within the time period stipulated herein, then such Bids are liable to be rejected;
(xxii) the Members of the Syndicate or any of their Sub-Syndicate Members shall enter details of a Bidder in the electronic bidding system as specified in the Red ▇▇▇▇▇▇▇ Prospectus, the Preliminary Offering Memorandum, the SEBI ICDR Regulations and any circular issued by the SEBI from time to time;
(xxiii) it shall ensure that all records of the Bids including the ASBA Forms (submitted by the Syndicate ASBA Bidders), together with supporting documents, are maintained and forwarded to the SCSBs, except in relation to Bids from UPI Bidders, within the time periods specified by the Stock Exchanges or the SEBI ICDR Regulations, the SEBI Process Circulars or UPI Circulars;
(xxiv) except for UPI Bidders, it shall ensure that it has affixed its stamp on each Bid cum Application Form forwarded by it to SCSBs or Escrow Collection Banks or the Registrar, as applicable, under “Broker’s/ SCSB Branch’s Stamp / RTA /CDP” (as applicable) as an acknowledgement of upload of the Bid in the electronic bidding system of the Stock Exchanges; Bid cum Application Forms (except electronic Bid cum Application Forms) that do not bear such stamp are liable to be rejected. It is however clarified that Bids by Anchor Investors do not get uploaded on electronic bidding system of the Stock Exchanges on the Anchor Investor Bidding Date;
(xxv) in relation to the Bids procured from Anchor Investors, the BRLMs shall be responsible for providing a schedule (including application number, payment instrument number/ RTGS / NEFT/ UTR control number and Bid Amount paid by Anchor Investors) to the Escrow Collection Bank during the Anchor Investor Bid/ Offer Period or any other period as agreed among the BRLMs in consultation with the Registrar to the Offer;
(xxvi) it shall provide the Registrar to the Offer with a daily record, with a separate section for each of its bidding centers and those of its Sub-Syndicate Members, details relating to the Bid cum Application Forms received from the Bidders, details regarding registration of the Bids and Bid Amounts (other than Bids collected by SCSBs, CDPs, RTAs and Registered Brokers). This record (except Bids by Anchor Investors, and Bids by UPI Bidders using the UPI mechanism) shall be made available to the Registrar no later than 5 p.m. IST on any given day, or any such time permissible under Applicable Law, as agreed w
Appears in 1 contract
Sources: Syndicate Agreement
RESPONSIBILITIES OF THE MEMBERS OF THE SYNDICATE.
3.1 Each Member of the Syndicate hereby, severally and not jointly, represents and warrants to the CompanyBank, each of the Selling Shareholders and to the other Parties, in relation to the Offer, that (a) it is an intermediary registered with SEBI and has a valid SEBI registration certificate for acting as a Member of the Syndicate (“Registration Certificate”) and has not been debarred or prohibited from acting as an intermediary by SEBI; and in the event of withdrawal or cancellation of their Registration Certificate, such Member of the Syndicate shall promptly inform the fact of such withdrawal or cancellation to other Parties; and (b) this Agreement has been duly authorized, executed and delivered by it, and is a valid and legally binding obligation of such Member of the Syndicate in accordance with the terms of this Agreement.
3.2 Subject to Clauses 3.3, 3.4 0 and 3.5 below, each of the Members of the Syndicate shall have the following responsibilities and obligations in relation to the Offer, and each Member of the Syndicate hereby severally (and not jointly, or jointly and severally) represents, warrants, agrees, covenants and undertakes to the Company, the Selling Shareholders and other Members of the Syndicate on behalf of itself, and to the extent relevant, its respective Sub-Syndicate Members that:
(i) it, or the respective Sub-Syndicate Member appointed by it, shall be responsible for collection of Bids (including Bids using the UPI Mechanismmechanism) from the ASBA Bidders bidding through any Member of the Syndicate or their respective Sub-Syndicate Members (other than Bids directly submitted to the SCSBs or Bids collected by Registered Brokers at the Broker Centres, CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations or the Bids submitted by the Anchor Investors to the BRLMs), only at the Specified Locations, as applicable, in the manner specified in this Agreement, the SEBI ICDR Regulations, the Offer Documents, the terms of the Bid cum Application Form, other Applicable Laws and instructions issued jointly by the BRLMs and the Registrar to the Offer. Provided that in the event of any failure of Bids on account of any non-bidding, error, fraud or malpractice by the relevant SCSB with whom such Syndicate ASBA Bid was submitted, deposited or forwarded by the Members of the Syndicate, the Member of the Syndicate shall not be liable and the relevant SCSB shall be responsible for the same;
(ii) it shall follow all instructions issued by the BRLMs and the Registrar to the Offer, in accordance with Applicable Law and this Agreement, in dealing with the Bid cum Application Forms including with respect to (a) the Bids submitted by QIBs (including Anchor Investors which shall be in accordance with Clause 3.5 below) and (b) the Bids submitted through their respective Sub-Syndicate Members, as applicable, at Specified Locations;
(iii) all Bids (other than Bids by UPI Bidders) shall be submitted to an SCSB for uploading and blocking of the funds and uploading on the electronic bidding platform of the Stock Exchanges;
(iv) any Bids submitted by the Syndicate/ their respective Sub-Syndicate Members to an SCSB shall be made on a special Bid cum Application Form and the heading/ watermark “Syndicate ASBA” must be used by the Syndicate/ Sub-Syndicate Member along with the SM Code and Broker Code mentioned on such special Bid cum Application Form to be eligible for brokerage on Allotment. However, any such special Bid cum Application Forms used for Bids by UPI Bidders shall not be eligible for brokerage;
(v) it agrees and acknowledges that the Bids by Anchor Investors shall be submitted at the select offices of the BRLMs and shall not be collected by the Syndicate Members;
(vi) it shall procure Bid cum Application Forms from ASBA Bidders bidding through any Member of the Syndicate or their respective Sub-Syndicate Members, as applicable, only at the Specified Locations;
(vii) it shall accept Bids from Bidders (other than Anchor Investors) only through ASBA process in terms of the SEBI Process Circulars. Bids through any other modes (other than Bids submitted by Anchor Investors) shall be treated as invalid and be rejected. If it accepts any Bids through modes other than ASBA process (other than Bids submitted by Anchor Investors), it shall be solely responsible for any consequences arising as a result of accepting such Bid and for resolving any investor grievances arising as a result thereof;
(viii) it shall not register/upload any Bid without first accepting the duly filled Bid cum Application Form in writing (including via facsimile), from the Bidder, whether in India or abroad; it shall be responsible for the completion and accuracy of all details (including the correct UPI ID for Bids by UPI Bidders) to be entered into the electronic bidding system of the Stock Exchanges based on the filled in Bid cum Application Form received by it including the correct UPI ID of the UPI Bidders and, subject to Clause 2.4, shall be responsible for any default, mistake or error in the Bid details uploaded by it or subsequent corrections including the UPI related details (as applicable) if such default, mistake or error are solely attributable to it and in resolving investor grievances arising from such errors, if such errors are solely attributable to it; it shall ensure that the required documents are attached to the Bid cum Application Form prior to uploading any Bid including Bids by UPI Bidders, and it shall ensure that such Bids are uploaded on the electronic bidding systems of the Stock Exchanges on a regular basis during the Bid/ Offer Period in compliance with the SEBI ICDR Regulations and SEBI Process Circular, and within such time as permitted by the Stock Exchanges and the SEBI ICDR Regulations; it shall forward a schedule in the format prescribed under the UPI Circulars along with the Bid cum Application Form (carrying its identification mark), other than Bids by UPI Bidders under the UPI Mechanism, to the branch of the respective SCSBs for blocking of funds, within such time as permitted by the Stock Exchanges and Applicable Law or within such other timeline as prescribed under the UPI Circulars;
(ixviii) it shall, after uploading the Bid, affix a stamp and give an acknowledgment, either by way of a counterfoil or specifying the application number to the Bidder as proof of having accepted the Bid cum Application Form in physical or electronic form, respectively, in accordance with Applicable Law. Further, it shall retain the physical Bid cum Application Forms submitted by UPI Bidders using UPI as a payment mechanism for a period of six months or such other period as may be prescribed, and shall thereafter forward such forms to the Company Bank / Registrar; and shall maintain electronic records related to electronic Bid cum Application Forms submitted by such UPI Bidders for a minimum period of three years or such other period as may be prescribed under Applicable Law;
(xix) it will enter each Bid and UPI ID (if applicable) option into the electronic bidding system as a separate Bid within the timelines prescribed by SEBI and generate a transaction registration slip for each price and demand option and give the same to the Bidder on request;
(xix) it shall accept and upload Bids by ASBA Bidders only during the Bid/ Offer Period. In case of Anchor Investors, the BRLMs shall accept Bids only during the Anchor Investor Bid/ Offer Period as applicable and as specified in the Red ▇▇▇▇▇▇▇ Prospectus and in accordance with the Applicable Laws;
(xiixi) at the end of each day during the Bid/ Offer Period, the demand for the Equity Shares (excluding the allocation made to the Anchor Investors during the Anchor Investor Bid/ Offer Period) and the Bid prices shall be displayed on an online graphical display at its Bidding terminals, for information to the public;
(xiiixii) it agrees that Anchor Investors shall upload/submit their Bids only through the BRLMs or their Affiliates. No other Member of the Syndicate shall solicit orders or collect Bids from any Anchor Investors. It agrees that the Members of the Syndicate (only in the Specified Locations) have the right to accept or reject Bids by QIBs (other than Anchor Investors). Further, Bids from QIBs can also be rejected, by the Company Bank in consultation with the BRLMs, on technical grounds or such grounds as described in the Offer Documents, in compliance with Applicable Law. Bids from Non-Institutional Bidders, Retail Individual Bidders and UPI Bidders can be rejected on technical grounds only as described in the Offer Documents, in compliance with Applicable Law. It shall not accept any Bids (other than from Anchor Investors and Bids using the UPI mechanism)that Investors) that are not made through the ASBA process and shall be treated as invalid and liable to be rejectedprocess. UPI Bidders using UPI Mechanism, may also submit their ASBA Forms with the Registered Brokers, RTA or Depository Participants;
(xivxiii) no Member of the Syndicate shall accept any Bids from any Overseas Corporate Body;
(xvxiv) it shall procure ASBA Forms from Syndicate ASBA Bidders only at the Specified Locations;
(xvixv) it shall ensure availability of adequate infrastructure and other facilities for Bidding, and that at least one of the members of the Syndicate shall be present at the Specified Locations so that there is least one electronically linked computer terminal, for the purpose of Bidding and for data entry of the Bids in a timely manner at all the Specified Locations;
(xviixvi) except in relation to the Bids received from Anchor Investors, Bids and any revisions in Bids will be accepted only between 10.00 a.m. and 5.00 p.m. (Indian Standard Time) during the Bid/ Offer Period at the Specified Locations (except on Bid/ Offer Closing Date, which for QIBs may be one Working Day prior to the Bid/ Offer Closing Date for other categories of Bidders). On the Bid/ Offer Closing Date, Bids and any revisions in Bids will only be accepted between 10.00 a.m. (Indian Standard Time) and 3.00 p.m. (Indian Standard Time). On the Bid/ Offer Closing Date Bids shall be uploaded until (i) 4.00 p.m. (Indian Standard Time) in case of Bids by QIBs and Non-Institutional Investors; and (ii) until 5.00 p.m. (Indian Standard Time) or such extended time as permitted by the Stock Exchanges, in case of Bids by Retail Individual UPI Bidders after taking into account the total number of applications received up to the closure of timings and reported by the BRLMs to the Stock Exchanges. Bids will be accepted only on Working Days. The Company, in consultation with the Book Running Lead Managers may consider closing the Bid / Offer Period for QIBs one day prior to the Bid / Offer Closing Date in accordance with the SEBI ICDR Regulations. Any revision in the uploading time instructed by the Stock Exchanges shall be communicated to the Sub-Syndicate Members who in turn shall communicate such revision to their agents. It is clarified that Bids not uploaded on the electronic bidding system would be considered rejected. Bids by ASBA Bidders shall be uploaded in the electronic system to be provided by the Stock Exchanges by Designated Intermediaries in case of any discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical or electronic ASBA Form, for a particular Bidder, the details of the Bid file received from Stock Exchanges may be taken as final data for the purposes of Allotment;
(xviiixvii) it shall ensure that its Sub-Syndicate Members shall, as applicable and in accordance with the UPI Circulars, enter the following details of an ASBA Bidder who submits an ASBA Bid at the Specified Locations in the electronic bidding system: (a) symbol; (b) intermediary code; (c) intermediary name; (d) location code; (e) name of the bidder; (f) name of the bank; (g) bank code; (h) category – individual, corporate, QIB, eligible NRI, etc.; (i) PAN (of the sole/first Bidder); (j) number of Equity Shares Bid for; (k) price per Equity Share; (l) Bid cum Application Form number; (m) DP ID and Client ID; (n) quantity; (o) amount; (p) order number; (q) depository of the beneficiary account of the Bidder; and (r) UPI ID. For Anchor Investors, the BRLMs shall enter details of the respective Anchor Investor Bid Amount as well as the payment reference;
(xixxviii) it and its Sub-Syndicate Members, if any, shall undertake necessary modifications of select fields in the Bid details, already uploaded by it during the Bid/Offer Issue Period, in compliance with Applicable Law, including the UPI Circulars and the Exchange Circulars;
(xxxix) it shall provide the identification numbers (terminal IDs) of all Specified Locations and those of its Sub-Syndicate Members, if any, to the Registrar to the Offer together with such other information that may be necessary to enable the Registrar to the Offer to keep a record of the bidding at each such bidding center at the end of each day during the Bid/ Offer Period;
(xxixx) it shall register and upload the Bids received by it and its Sub-Syndicate Members, onto the electronic bidding system as soon as practicable on the same Working Day on which the Bids are received (subject to the Stock Exchanges permitting such upload on the same Working Day). The BRLMs will instruct the Anchor Investors to deposit their Bid Amounts into the Escrow Accounts of the Company Bank maintained with the designated Escrow Collection Banks for Anchor Investors, on the same day on which the Bid was received or any other period as agreed with the BRLMs in consultation with the Registrar to the Offer within the time period prescribed under the SEBI ICDR Regulations and other Applicable Law, and for the remaining Bid Amount (in cases where the Anchor Investor Allocation Price is lower than the Offer Price), on or prior to the Anchor Investor Pay-in Date; and it acknowledges that if the relevant Bid Amounts are not deposited within the time period stipulated herein, then such Bids are liable to be rejected;
(xxiixxi) the Members of the Syndicate or any of their Sub-Syndicate Members shall enter details of a Bidder in the electronic bidding system as specified in the Red ▇▇▇▇▇▇▇ Prospectus, the Preliminary Offering Memorandum, the SEBI ICDR Regulations and any circular issued by the SEBI from time to time;
(xxiiixxii) it shall ensure that all records of the Bids including the ASBA Forms (submitted by the Syndicate ASBA Bidders), together with supporting documents, are maintained and forwarded to the SCSBs, except in relation to Bids from UPI Bidders, within the time periods specified by the Stock Exchanges or the SEBI ICDR Regulations, the SEBI Process Circulars or UPI Circulars;
(xxivxxiii) except for UPI Bidders, it shall ensure that it has affixed its stamp on each Bid cum Application Form forwarded by it to SCSBs or Escrow Collection Banks or the Registrar, as applicable, under “Broker’s/ SCSB Branch’s Stamp / RTA /CDP” (as applicable) as an acknowledgement of upload of the Bid in the electronic bidding system of the Stock Exchanges; Bid cum Application Forms (except electronic Bid cum Application Forms) that do not bear such stamp are liable to be rejected. It is however clarified that Bids by Anchor Investors do not get uploaded on electronic bidding system of the Stock Exchanges on the Anchor Investor Bidding Date;
(xxvxxiv) in relation to the Bids procured from Anchor Investors, the BRLMs shall be responsible for providing a schedule (including application number, payment instrument number/ RTGS / NEFT/ UTR control number and Bid Amount paid by Anchor Investors) to the Escrow Collection Bank during the Anchor Investor Bid/ Offer Period or any other period as agreed among the BRLMs in consultation with the Registrar to the Offer;
(xxvixxv) it shall provide the Registrar to the Offer with a daily record, with a separate section for each of its bidding centers and those of its Sub-Syndicate Members, details relating to the Bid cum Application Forms received from the Bidders, details regarding registration of the Bids and Bid Amounts (other than Bids collected by SCSBs, CDPs, RTAs and Registered Brokers). This record (except Bids by Anchor Investors, and Bids by UPI Bidders using the UPI mechanism) shall be made available to the Registrar no later than 5 p.m. IST on any given day, or any such time permissible under Applicable Law, as agreed wwith the BRLMs in consultation with the Registrar;
(xxvi) it shall take all necessary steps and co-operate with the Escrow Collection Bank, the Refund Bank, the Public Offer Bank, the Sponsor Bank and the Registrar to the Offer to ensure that the Allotment of the Equity Shares and refund, if any, of any amount collected during the Anchor Investor Bid/ Offer Period and the Pay-in Date for Anchor Investor, if applicable, unblocking of the ASBA Accounts and any other post-Offer activities are completed within the time period specified in the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus, the Preliminary Offering Memorandum, the Offering Memorandum and the SEBI Process Circulars, the UPI Circulars and the SEBI ICDR Regulations;
(xxvii) it shall follow and ensure compliance with Circular No. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022 and the Exchange Circulars under which (a) ASBA Forms shall be processed only after the application monies are blocked in the Bidder’s bank accounts; and
Appears in 1 contract
Sources: Syndicate Agreement
RESPONSIBILITIES OF THE MEMBERS OF THE SYNDICATE.
3.1 Each Member of the Syndicate hereby, severally and not jointly, represents and warrants The Parties acknowledge that pursuant to the CompanyApril 29, each of 2011 Circular and the Selling Shareholders and to the SEBI (ICDR) Regulations, QIBs (other Parties, in relation to the Offer, that (a) it is an intermediary registered with SEBI and has a valid SEBI registration certificate for acting as a Member of the Syndicate (“Registration Certificate”than Anchor Investors) and has not been debarred or prohibited from acting as an intermediary by SEBI; and in Non-Institutional Bidders are required to mandatorily submit their Bids through the event of withdrawal or cancellation of their Registration Certificate, such Member of the Syndicate shall promptly inform the fact of such withdrawal or cancellation to other Parties; and (b) this Agreement has been duly authorized, executed and delivered by it, and is a valid and legally binding obligation of such Member of the Syndicate in accordance with the terms of this AgreementASBA process.
3.2 Subject to Clauses 3.3, Clause 3.4 and 3.5 below, each of the Members members of the Syndicate shall have the following responsibilities and obligations in relation to the Offerobligations, and each Member member of the Syndicate hereby severally (and not jointly, or jointly and severally) represents, warrants, agrees, covenants and undertakes to the Company, the Selling Shareholders and other Members members of the Syndicate on behalf of itself, and to the extent relevant, its respective Sub-Syndicate Members that:
(i) it, or the respective Sub-Syndicate Member appointed by it, it shall be responsible for collection of Bids (including Bids using the UPI Mechanism) from the ASBA Bidders bidding through any Member of and the Syndicate or their respective Sub-Syndicate Members (other than Bids directly submitted to the SCSBs or Bids collected by Registered Brokers at the Broker Centres, CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations or the Bids submitted by the Anchor Investors to the BRLMs), only at the Specified LocationsASBA Bidders, as applicable, in the manner specified in this Agreement, the SEBI ICDR Regulations(ICDR) Regulations and any other applicable law, rule, regulation or direction issued by NSE, the Offer DocumentsRed Herring Prospectus, the Prospectus, the terms of the Bid cum Application Form, other Applicable Laws the Allotment Advice and instructions issued jointly by the BRLMs BRLM and the Registrar to the Offer. Provided that in the event of any failure of Bids on account of any non-bidding, error, fraud or malpractice by the relevant SCSB with whom such Syndicate ASBA Bid was submitted, deposited or forwarded by the Members of the Syndicate, the Member of the Syndicate shall not be liable and the relevant SCSB shall be responsible for the sameRegistrar;
(ii) it shall follow all reasonable and necessary instructions issued by the BRLMs BRLM and the Registrar to the Offer, in accordance with Applicable Law and this Agreement, in dealing with the Bid cum Application Forms (including with respect to (a) the Bids submitted by QIBs (including Anchor Investors which shall be in accordance with Clause 3.5 below) and (b) the Bids submitted through their respective Sub-Syndicate Members, as applicable, at Specified LocationsASBA Bidders);
(iii) all Bids (other than Bids by UPI Bidders) shall be submitted to an SCSB for uploading and blocking of the funds and uploading on the electronic bidding platform of the Stock Exchanges;
(iv) any Bids submitted by the Syndicate/ their respective Sub-Syndicate Members to an SCSB shall be made on a special Bid cum Application Form and the heading/ watermark “Syndicate ASBA” must be used by the Syndicate/ Sub-Syndicate Member along with the SM Code and Broker Code mentioned on such special Bid cum Application Form to be eligible for brokerage on Allotment. However, any such special Bid cum Application Forms used for Bids by UPI Bidders shall not be eligible for brokerage;
(v) it agrees and acknowledges that the Bids by Anchor Investors shall be submitted at the select offices of the BRLMs and shall not be collected by the Syndicate Members;
(vi) it shall procure Bid cum Application Forms from ASBA Bidders bidding through any Member of the Syndicate or their respective Sub-Syndicate Members, as applicable, only at the Specified Locations;
(vii) it shall accept Bids from Bidders (other than Anchor Investors) only through ASBA process in terms of the SEBI Process Circulars. Bids through any other modes (other than Bids submitted by Anchor Investors) shall be treated as invalid and be rejected. If it accepts any Bids through modes other than ASBA process (other than Bids submitted by Anchor Investors), it shall be solely responsible for any consequences arising as a result of accepting such Bid and for resolving any investor grievances arising as a result thereof;
(viii) it shall not register/upload register any Bid without first accepting the duly filled Bid cum Application Form in writing (including via facsimile), ) from the Bidder, whether in India or abroad; it shall be responsible for the completion and accuracy of all details (including the correct UPI ID for Bids by UPI Bidders) to be entered into the online electronic bidding system of the Stock Exchanges NSE Emerge based on the filled in Bid cum Application Form received by it including the correct UPI ID of the UPI Bidders and, subject to Clause 2.4, and shall be responsible for any default, mistake or error in the Bid details uploaded by it or subsequent corrections including the UPI related details (as applicable) if such default, mistake or error are solely attributable to it and in for resolving any investor grievances arising from such errors, if as a result of such errors are solely attributable to itin the data entry; it shall ensure that the required documents are attached to the Bid cum Application Form prior to uploading any Bid including Bids by UPI BiddersBid, and it shall ensure that such Bids are uploaded on the online electronic bidding systems of the Stock Exchanges NSE Emerge on a regular basis during the Bid/ Offer Period in compliance with the SEBI ICDR Regulations and SEBI Process Circular(ICDR) Regulations, and within such time as permitted by the Stock Exchanges NSE Emerge and the SEBI ICDR (ICDR) Regulations; it shall, in accordance with the SEBI (ICDR) Regulations, make the necessary changes to certain of the Bid details, in relation to Bids uploaded by it, on the day immediately following the Bid/ Issue Closing Date, and it shall forward a schedule in (containing certain information, including the format prescribed under application number and the UPI Circulars amount) along with the Bid cum Application Form (carrying its identification mark), other than Bids by UPI Bidders under the UPI Mechanism, to the branch named as the ‘Syndicate ASBA’ of the respective SCSBs for blocking of fundsthe funds in respect of Syndicate ASBA Bidders or to the Escrow Collection Bank(s) in respect of other Bidders, within such time as permitted by a period of 2 (two) Working Days from the Stock Exchanges and Applicable Law or within such other timeline as prescribed under the UPI CircularsBid/ Issue Closing Date;
(ix) it shall, after uploading the Bid, affix a stamp and give an acknowledgment, either by way of a counterfoil or specifying the application number to the Bidder as proof of having accepted the Bid cum Application Form in physical or electronic form, respectively, in accordance with Applicable Law. Further, it shall retain the physical Bid cum Application Forms submitted by UPI Bidders using UPI as a payment mechanism for a period of six months or such other period as may be prescribed, and shall thereafter forward such forms to the Company / Registrar; and shall maintain electronic records related to electronic Bid cum Application Forms submitted by such UPI Bidders for a minimum period of three years or such other period as may be prescribed under Applicable Law;
(xiv) it will enter each Bid and UPI ID (if applicable) option into the electronic bidding system as a separate Bid within the timelines prescribed by SEBI and generate a transaction registration slip Transaction Registration Slip (“TRS”) for each price and demand option and give the same to the Bidder. It shall also furnish TRS to the Bidder on request;
(xiv) it shall accept and upload Bids by ASBA Bidders only during the Bid/ Offer PeriodIssue Period in case of Retail Individual Bidders and Non- Institutional Bidders. With respect to Bids by QIBs, it shall not accept any Bids before the Bid/ Issue Opening Date and after the Bid/ Issue Closing Date as notified for Bids by QIBs. In case of Anchor Investors, the BRLMs it shall accept Bids only during the Anchor Investor Bid/ Offer Period as applicable and as specified in the Red ▇▇▇▇▇▇▇ Prospectus and in accordance with the Applicable LawsIssue Period;
(xiivi) at the end of each day during of the Bid/ Offer Issue Period, the demand for the Equity Shares (excluding the including allocation made to the Anchor Investors during the Anchor Investor Bid/ Offer PeriodInvestors) and the Bid prices shall be displayed shown graphically on an online graphical display at its Bidding terminals, bidding terminals for information to the public;
(xiii) it agrees that Anchor Investors shall upload/submit their Bids only through the BRLMs or their Affiliates. No other Member of the Syndicate shall solicit orders or collect Bids from any Anchor Investors. It agrees that the Members of the Syndicate (only in the Specified Locations) have the right to accept or reject Bids by QIBs (other than Anchor Investors). Further, Bids from QIBs can also be rejected, by the Company in consultation with the BRLMs, on technical grounds or such grounds as described in the Offer Documents, in compliance with Applicable Law. Bids from Non-Institutional Bidders, Retail Individual Bidders and UPI Bidders can be rejected on technical grounds only as described in the Offer Documents, in compliance with Applicable Law. It shall not accept any Bids (other than from Anchor Investors and Bids using the UPI mechanism)that are not made through the ASBA process and shall be treated as invalid and liable to be rejected. UPI Bidders using UPI Mechanism, may also submit their ASBA Forms with the Registered Brokers, RTA or Depository Participants;
(xiv) no Member of the Syndicate shall accept any Bids from any Overseas Corporate Body;
(xvvii) it shall procure ASBA Bid cum Application Forms from Syndicate ASBA Bidders only at the Specified Syndicate ASBA Bidding Locations;
(xviviii) it shall ensure availability of adequate infrastructure and other facilities for Bidding, and that at least one of the members of the Syndicate shall be present at the Specified Syndicate ASBA Bidding Locations so that there is at least one electronically linked computer terminal, terminal at all the Syndicate ASBA Bidding Locations is available for the purpose of Bidding and for data entry of the Bids in a timely manner at all the Specified LocationsBidding;
(xviiix) except in relation to the Bids received from Anchor Investors, Bids and any revisions in Bids will be accepted only between 10.00 10 a.m. and 5.00 5 p.m. (Indian Standard Time) IST during the Bid/ Offer Issue Period at the Specified Locations (except that on Bid/ Offer Closing Date, which for QIBs may be one Working Day prior to the Bid/ Offer Closing Date for other categories of Bidders). On the Bid/ Offer Issue Closing Date, Bids and any revisions in Bids will only be accepted between 10.00 10 a.m. (Indian Standard Time) and 3.00 3 p.m. (Indian Standard Time)IST. On the Bid/ Offer Issue Closing Date Date, Bids shall be uploaded until (i) 4.00 4 p.m. (Indian Standard Time) IST in case of Bids by QIBs and Non-Institutional InvestorsBidders or such extended time as may be permitted by the NSE Emerge; and (ii) until 5.00 5 p.m. (Indian Standard Time) IST or such extended time as permitted by the Stock ExchangesNSE Emerge, in case of Bids by Retail Individual Bidders after taking into account the total number of applications received up to the closure of timings and reported by the BRLMs to the Stock ExchangesBidders. Bids will be accepted only on Working Days. The Company, in consultation with the Book Running Lead Managers may consider closing the Bid / Offer Period for QIBs one day prior to the Bid / Offer Closing Date in accordance with the SEBI ICDR Regulations. Any revision in the uploading time instructed by the Stock Exchanges NSE Emerge shall be communicated to the Sub-Syndicate syndicate Members who in turn shall communicate such revision to their agents. It is clarified that Bids not uploaded on the electronic bidding system would be considered rejected. Bids by ASBA Bidders shall be uploaded in the electronic system to be provided by the Stock Exchanges by Designated Intermediaries in case of any discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical or electronic ASBA Form, for a particular Bidder, the details of the Bid file received from Stock Exchanges may be taken as final data for the purposes of Allotment;
(xviii) it shall ensure that its Sub-Syndicate Members shall, as applicable and in accordance with the UPI Circulars, enter the following details of an ASBA Bidder who submits an ASBA Bid at the Specified Locations in the electronic bidding system: (a) symbol; (b) intermediary code; (c) intermediary name; (d) location code; (e) name of the bidder; (f) name of the bank; (g) bank code; (h) category – individual, corporate, QIB, eligible NRI, etc.; (i) PAN (of the sole/first Bidder); (j) number of Equity Shares Bid for; (k) price per Equity Share; (l) Bid cum Application Form number; (m) DP ID and Client ID; (n) quantity; (o) amount; (p) order number; (q) depository of the beneficiary account of the Bidder; and (r) UPI ID. For Anchor Investors, the BRLMs shall enter details of the respective Anchor Investor Bid Amount as well as the payment reference;
(xix) it and its Sub-Syndicate Members, if any, shall undertake necessary modifications of select fields in the Bid details, already uploaded by it during the Bid/Offer Period, in compliance with Applicable Law, including the UPI Circulars and the Exchange Circulars;
(xxx) it shall provide the identification numbers (terminal IDs) of all Specified Locations its bidding centers and those of its Sub-Syndicate Sub- syndicate Members, if any, to the Registrar to the Offer Issue together with such other information that may be necessary to enable the Registrar to the Offer Issue to keep a record of the bidding at each such bidding center at the end of each day during the Bid/ Offer Issue Period;
(xxixi) it shall register and upload the Bids received by it and its Sub-Syndicate Members, onto the electronic bidding system as soon as practicable syndicate Members on the same Working Day on which the Bids are received (subject to the Stock Exchanges NSE Emerge permitting such upload on the same Working Day). The BRLMs ) and will instruct deposit the Anchor Investors to deposit their Bid Amounts collected by it and its Sub-syndicate Members, if any, in relation to the Bid into the Escrow Accounts Account of the Company maintained with the designated Escrow Collection Banks Bank(s) for Anchor InvestorsBidders other than ASBA Bidders, on the same day on which the Bid was received and in any event no later than the next Working Day subject to the NSE Emerge permitting such upload on the next Working Day, or any other period as agreed with the BRLMs BRLM in consultation with the Registrar to the Offer within the time period prescribed under the SEBI ICDR (ICDR) Regulations and other Applicable Lawapplicable law, after uploading the Bids onto the electronic bidding system, and for the remaining Bid Amount (Amount, if any, in cases where relation to the Anchor Investor Allocation Price is lower than the Offer Price)Investors, on or prior to the Anchor Investor Pay-in Date; and it acknowledges that if the relevant Bid Amounts are it does not deposited comply with its obligations, within the time period stipulated herein, then such Bids are liable to be rejected;
(xxii) the Members relevant Escrow Collection Bank or SCSB, as the case may be, on the advice of the Syndicate Registrar and/or the BRLM, may not accept the relevant Bid Amounts and the Bid cum Application Forms; and it shall not collect or deposit payment instruments drawn in favor of the Company or any other party or account, other than in favor of their Sub-Syndicate Members shall enter details of a Bidder in the electronic bidding system designated Escrow Account as specified in the Red ▇▇▇▇▇▇▇ ProspectusBid cum Application Form, the Preliminary Offering Memorandum, the SEBI ICDR Regulations Red Herring Prospectus; and any circular issued by the SEBI from time with respect to time;
(xxiii) it shall ensure that all records of the Bids including the ASBA Forms (submitted by the Syndicate ASBA Bidders), together with supporting documents, are maintained and forwarded to the SCSBs, except in relation to Bids from UPI Bidders, within the time periods specified by the Stock Exchanges or the SEBI ICDR Regulations, the SEBI Process Circulars or UPI Circulars;
(xxiv) except for UPI Bidders, it shall ensure that it has affixed its stamp on each not accept any Bid cum Application Form forwarded by it to SCSBs or Escrow Collection Banks or without satisfying itself that the Registrar, as applicable, under “Broker’s/ SCSB Branch’s Stamp / RTA /CDP” (as applicable) as an acknowledgement of upload of the Bid whose name has been entered in the electronic bidding system of the Stock Exchanges; Bid cum Application Forms (except electronic Form has named a branch in that center in which member of the Syndicate or its Sub-syndicate is accepting the Bid cum Application Forms) that do not bear such stamp are liable to be rejected. It is however clarified that Bids by Anchor Investors do not get uploaded on electronic bidding system of the Stock Exchanges on the Anchor Investor Bidding DateForm;
(xxvxii) in relation to the Bids procured from Anchor Investorspursuant to the Bid cum Application Form, the BRLMs it shall be responsible for providing a schedule (including application number, payment instrument number/ RTGS / NEFT/ UTR control number and Bid Amount paid by Anchor InvestorsBidders other than ASBA Bidders) along with the Bid cum Application Form (carrying its identification mark irrespective of the terminal from which the Bid has been uploaded) and the payment instrument (in case of Bidders other than ASBA Bidders bidding through any member of the Syndicate or their respective sub-Syndicate Members, as applicable) to the Escrow Collection Bank during Bank(s) no later than two Working Days from the Anchor Investor Bid/ Offer Period Issue Closing Date or any other period as agreed among with the BRLMs BRLM in consultation with the Registrar or to the Offerbranch named as the ‘Syndicate ASBA’ of the respective SCSBs for blocking of the fund (in respect of ASBA Bidders bidding through any member of the Syndicate;
(xxvixiii) it shall provide the Registrar to the Offer with a daily record, with a separate section for each of its bidding centers and those of its Sub-Syndicate Members, details relating to the Bid cum Application Forms received from the Bidders, details regarding registration members of the Bids and Bid Amounts (other than Bids collected by SCSBs, CDPs, RTAs and Registered Brokers). This record (except Bids by Anchor Investors, and Bids by UPI Bidders using the UPI mechanism) shall be made available to the Registrar no later than 5 p.m. IST on any given day, Syndicate or any such time permissible under Applicable Lawof their subsidiaries which is an entity otherwise eligible to act as a Syndicate Member and has a valid SEBI registration certificate shall enter the following details of an investor in the on-line system:
a. Name of the Bidder;
b. Name of the Company;
c. Investor Category – Individual, as agreed wCorporate, QIBs, Eligible NRI, FPI, FVCI, FII or Mutual Fund, etc.;
d. PAN number (of the sole/first Bidder);
Appears in 1 contract
Sources: Syndicate Agreement
RESPONSIBILITIES OF THE MEMBERS OF THE SYNDICATE.
3.1 Each Member of the Syndicate hereby, severally and not jointly, represents and warrants to the Company, each of the Promoter Selling Shareholders Shareholder and to the other Parties, in relation to the Offer, that (a) it is an intermediary registered with SEBI and has a valid SEBI registration certificate for acting as a Member of the Syndicate (“Registration Certificate”) and has not been debarred Certificate or prohibited from acting as an intermediary by SEBI; and in the event of withdrawal or cancellation of their Registration Certificate, such Member of the Syndicate shall promptly inform the fact of such withdrawal or cancellation to other Parties; and (b) this Agreement has been duly authorized, executed and delivered by it, and is a valid and legally binding obligation of such Member of the Syndicate in accordance with the terms of this Agreement.
3.2 The Parties acknowledge that pursuant to the SEBI Regulations, all Bidders (other than Anchor Investors) are required to mandatorily submit their Bids and participate in the Offer through the ASBA process and all Syndicate ASBA Bidders that are UPI Bidders are required to mandatorily Bid through the UPI Mechanism. The Parties further agree that Bid cum Application Forms submitted by ASBA Bidders shall be processed only after the Bid Amount ith the SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2022/75 dated May 30, 2022.
3.3 Subject to Clauses 3.3, 3.4 Error! Unknown switch argument. and 3.5 below, each of the Members of the Syndicate shall have the following responsibilities and obligations in relation to the Offer, and each Member of the Syndicate hereby severally (and not jointly, or jointly and severally) represents, warrants, agrees, covenants and undertakes to the Company, the Selling Shareholders and other Members of the Syndicate on behalf of itself, and to the extent relevant, its respective Sub-Syndicate Members that:
(i) it, or the respective Sub-Syndicate Member appointed by it, shall be responsible for collection of Bids (including Bids using the UPI Mechanism) from the ASBA Bidders bidding through any Member of the Syndicate or their respective Sub-Sub- Syndicate Members (other than Bids directly submitted to the SCSBs or Bids collected by Registered Brokers at the Broker Centres, CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations or the Bids submitted by the Anchor Investors to the BRLMs), only at the Specified Locations, as applicable, in the manner specified in this Agreement, the SEBI ICDR Regulations, the Offer Documents, the terms of the Bid cum Application Form, other Applicable Laws and instructions issued jointly by the BRLMs and the Registrar to the Offer. Provided that in the event of any failure of Bids on account of any non-bidding, error, fraud or malpractice by the relevant SCSB with whom such Syndicate ASBA Bid was submitted, deposited or forwarded by the Members of the Syndicate, the Member of the Syndicate shall not be liable and the relevant SCSB shall be responsible for the same;
(ii) it shall follow all instructions issued by the BRLMs and the Registrar to the Offer, in accordance with Applicable Law and this Agreement, in dealing with the Bid cum Application Forms including with respect to (a) the Bids submitted by QIBs (including Anchor Investors which shall be in accordance with Clause 3.5 below) and (b) the Bids submitted through their respective Sub-Syndicate Members, as applicable, at Specified Locations;
(iii) all Bids (other than Bids by UPI Bidders) shall be submitted to an SCSB for uploading and blocking of the funds and uploading on the electronic bidding platform of the Stock Exchanges;
(iv) any Bids submitted by the Syndicate/ their respective Sub-Syndicate Members to an SCSB shall be made on a special Bid cum Application Form and the heading/ watermark “Syndicate ASBA” must be used by the Syndicate/ Sub-Syndicate Member along with the SM Code and Broker Code mentioned on such special Bid cum Application Form to be eligible for brokerage on Allotment. However, any such special Bid cum Application Forms used for Bids by UPI Bidders shall not be eligible for brokerage;
(v) it agrees and acknowledges that the Bids by Anchor Investors shall be submitted at the select offices of the BRLMs and shall not be collected by the Syndicate Members;
(vi) it shall procure Bid cum Application Forms from ASBA Bidders bidding through any Member of the Syndicate or their respective Sub-Syndicate Members, as applicable, only at the Specified Locations;
(vii) it shall accept Bids from Bidders (other than Anchor Investors) only through ASBA process in terms of the SEBI Process Circulars. Bids through any other modes (other than Bids submitted by Anchor Investors) shall be treated as invalid and be rejected. If it accepts any Bids through modes other than ASBA process (other than Bids submitted by Anchor Investors), it shall be solely responsible for any consequences arising as a result of accepting such Bid and for resolving any investor grievances arising as a result thereof;
(viii) it shall not register/upload any Bid without first accepting the duly filled Bid cum Application Form in writing (including via facsimile), from the Bidder, whether in India or abroad; it shall be responsible for the completion and accuracy of all details (including the correct UPI ID for Bids by UPI Bidders) to be entered into the electronic bidding system of the Stock Exchanges based on the filled in Bid cum Application Form received by it including the correct UPI ID of the UPI Bidders and, subject to Clause 2.4, shall be responsible for any default, mistake or error in the Bid details uploaded by it or subsequent corrections including the UPI related details (as applicable) if such default, mistake or error are solely attributable to it and in resolving investor grievances arising from such errors, if such errors are solely attributable to it; it shall ensure that the required documents are attached to the Bid cum Application Form prior to uploading any Bid including Bids by UPI Bidders, and it shall ensure that such Bids are uploaded on the electronic bidding systems of the Stock Exchanges on a regular basis during the Bid/ Offer Period in compliance with the SEBI ICDR Regulations and SEBI Process Circular, and within such time as permitted by the Stock Exchanges and the SEBI ICDR Regulations; it shall forward a schedule in the format prescribed under the UPI Circulars along with the Bid cum Application Form (carrying its identification mark), other than Bids by UPI Bidders under the UPI Mechanism, to the branch of the respective SCSBs for blocking of funds, within such time as permitted by the Stock Exchanges and Applicable Law or within such other timeline as prescribed under the UPI Circulars;
(ix) it shall, after uploading the Bid, affix a stamp and give an acknowledgment, either by way of a counterfoil or specifying the application number to the Bidder as proof of having accepted the Bid cum Application Form in physical or electronic form, respectively, in accordance with Applicable Law. Further, it shall retain the physical Bid cum Application Forms submitted by UPI Bidders using UPI as a payment mechanism for a period of six months or such other period as may be prescribed, and shall thereafter forward such forms to the Company / Registrar; and shall maintain electronic records related to electronic Bid cum Application Forms submitted by such UPI Bidders for a minimum period of three years or such other period as may be prescribed under Applicable Law;
(x) it will enter each Bid and UPI ID (if applicable) option into the electronic bidding system as a separate Bid within the timelines prescribed by SEBI and generate a transaction registration slip for each price and demand option and give the same to the Bidder on request;
(xi) it shall accept and upload Bids by ASBA Bidders only during the Bid/ Offer Period. In case of Anchor Investors, the BRLMs shall accept Bids only during the Anchor Investor Bid/ Offer Period as applicable and as specified in the Red ▇▇▇▇▇▇▇ Prospectus and in accordance with the Applicable Laws;
(xii) at the end of each day during the Bid/ Offer Period, the demand for the Equity Shares (excluding the allocation made to the Anchor Investors during the Anchor Investor Bid/ Offer Period) and the Bid prices shall be displayed on an online graphical display at its Bidding terminals, for information to the public;
(xiii) it agrees that Anchor Investors shall upload/submit their Bids only through the BRLMs or their Affiliates. No other Member of the Syndicate shall solicit orders or collect Bids from any Anchor Investors. It agrees that the Members of the Syndicate (only in the Specified Locations) have the right to accept or reject Bids by QIBs (other than Anchor Investors). Further, Bids from QIBs can also be rejected, by the Company in consultation with the BRLMs, on technical grounds or such grounds as described in the Offer Documents, in compliance with Applicable Law. Bids from Non-Institutional Bidders, Retail Individual Bidders and UPI Bidders can be rejected on technical grounds only as described in the Offer Documents, in compliance with Applicable Law. It shall not accept any Bids (other than from Anchor Investors and Bids using the UPI mechanism)that are not made through the ASBA process and shall be treated as invalid and liable to be rejected. UPI Bidders using UPI Mechanism, may also submit their ASBA Forms with the Registered Brokers, RTA or Depository Participants;
(xiv) no Member of the Syndicate shall accept any Bids from any Overseas Corporate Body;
(xv) it shall procure ASBA Forms from Syndicate ASBA Bidders only at the Specified Locations;
(xvi) it shall ensure availability of adequate infrastructure and other facilities for Bidding, and that at least one of the members of the Syndicate shall be present at the Specified Locations so that there is least one electronically linked computer terminal, for the purpose of Bidding and for data entry of the Bids in a timely manner at all the Specified Locations;
(xvii) except in relation to the Bids received from Anchor Investors, Bids and any revisions in Bids will be accepted only between 10.00 a.m. and 5.00 p.m. (Indian Standard Time) during the Bid/ Offer Period at the Specified Locations (except on Bid/ Offer Closing Date, which for QIBs may be one Working Day prior to the Bid/ Offer Closing Date for other categories of Bidders). On the Bid/ Offer Closing Date, Bids and any revisions in Bids will only be accepted between 10.00 a.m. (Indian Standard Time) and 3.00 p.m. (Indian Standard Time). On the Bid/ Offer Closing Date Bids shall be uploaded until (i) 4.00 p.m. (Indian Standard Time) in case of Bids by QIBs and Non-Institutional Investors; and (ii) until 5.00 p.m. (Indian Standard Time) or such extended time as permitted by the Stock Exchanges, in case of Bids by Retail Individual Bidders after taking into account the total number of applications received up to the closure of timings and reported by the BRLMs to the Stock Exchanges. Bids will be accepted only on Working Days. The Company, in consultation with the Book Running Lead Managers may consider closing the Bid / Offer Period for QIBs one day prior to the Bid / Offer Closing Date in accordance with the SEBI ICDR Regulations. Any revision in the uploading time instructed by the Stock Exchanges shall be communicated to the Sub-Syndicate Members who in turn shall communicate such revision to their agents. It is clarified that Bids not uploaded on the electronic bidding system would be considered rejected. Bids by ASBA Bidders shall be uploaded in the electronic system to be provided by the Stock Exchanges by Designated Intermediaries in case of any discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical or electronic ASBA Form, for a particular Bidder, the details of the Bid file received from Stock Exchanges may be taken as final data for the purposes of Allotment;
(xviii) it shall ensure that its Sub-Syndicate Members shall, as applicable and in accordance with the UPI Circulars, enter the following details of an ASBA Bidder who submits an ASBA Bid at the Specified Locations in the electronic bidding system: (a) symbol; (b) intermediary code; (c) intermediary name; (d) location code; (e) name of the bidder; (f) name of the bank; (g) bank code; (h) category – individual, corporate, QIB, eligible NRI, etc.; (i) PAN (of the sole/first Bidder); (j) number of Equity Shares Bid for; (k) price per Equity Share; (l) Bid cum Application Form number; (m) DP ID and Client ID; (n) quantity; (o) amount; (p) order number; (q) depository of the beneficiary account of the Bidder; and (r) UPI ID. For Anchor Investors, the BRLMs shall enter details of the respective Anchor Investor Bid Amount as well as the payment reference;
(xix) it and its Sub-Syndicate Members, if any, shall undertake necessary modifications of select fields in the Bid details, already uploaded by it during the Bid/Offer Period, in compliance with Applicable Law, including the UPI Circulars and the Exchange Circulars;
(xx) it shall provide the identification numbers (terminal IDs) of all Specified Locations and those of its Sub-Syndicate Members, if any, to the Registrar to the Offer together with such other information that may be necessary to enable the Registrar to the Offer to keep a record of the bidding at each such bidding center at the end of each day during the Bid/ Offer Period;
(xxi) it shall register and upload the Bids received by it and its Sub-Syndicate Members, onto the electronic bidding system as soon as practicable on the same Working Day on which the Bids are received (subject to the Stock Exchanges permitting such upload on the same Working Day). The BRLMs will instruct the Anchor Investors to deposit their Bid Amounts into the Escrow Accounts of the Company maintained with the designated Escrow Collection Banks for Anchor Investors, on the same day on which the Bid was received or any other period as agreed with the BRLMs in consultation with the Registrar to the Offer within the time period prescribed under the SEBI ICDR Regulations and other Applicable Law, and for the remaining Bid Amount (in cases where the Anchor Investor Allocation Price is lower than the Offer Price), on or prior to the Anchor Investor Pay-in Date; and it acknowledges that if the relevant Bid Amounts are not deposited within the time period stipulated herein, then such Bids are liable to be rejected;
(xxii) the Members of the Syndicate or any of their Sub-Syndicate Members shall enter details of a Bidder in the electronic bidding system as specified in the Red ▇▇▇▇▇▇▇ Prospectus, the Preliminary Offering Memorandum, the SEBI ICDR Regulations and any circular issued by the SEBI from time to time;
(xxiii) it shall ensure that all records of the Bids including the ASBA Forms (submitted by the Syndicate ASBA Bidders), together with supporting documents, are maintained and forwarded to the SCSBs, except in relation to Bids from UPI Bidders, within the time periods specified by the Stock Exchanges or the SEBI ICDR Regulations, the SEBI Process Circulars or UPI Circulars;
(xxiv) except for UPI Bidders, it shall ensure that it has affixed its stamp on each Bid cum Application Form forwarded by it to SCSBs or Escrow Collection Banks or the Registrar, as applicable, under “Broker’s/ SCSB Branch’s Stamp / RTA /CDP” (as applicable) as an acknowledgement of upload of the Bid in the electronic bidding system of the Stock Exchanges; Bid cum Application Forms (except electronic Bid cum Application Forms) that do not bear such stamp are liable to be rejected. It is however clarified that Bids by Anchor Investors do not get uploaded on electronic bidding system of the Stock Exchanges on the Anchor Investor Bidding Date;
(xxv) in relation to the Bids procured from Anchor Investors, the BRLMs shall be responsible for providing a schedule (including application number, payment instrument number/ RTGS / NEFT/ UTR control number and Bid Amount paid by Anchor Investors) to the Escrow Collection Bank during the Anchor Investor Bid/ Offer Period or any other period as agreed among the BRLMs in consultation with the Registrar to the Offer;
(xxvi) it shall provide the Registrar to the Offer with a daily record, with a separate section for each of its bidding centers and those of its Sub-Syndicate Members, details relating to the Bid cum Application Forms received from the Bidders, details regarding registration of the Bids and Bid Amounts (other than Bids collected by SCSBs, CDPs, RTAs and Registered Brokers). This record (except Bids by Anchor Investors, and Bids by UPI Bidders using the UPI mechanism) shall be made available to the Registrar no later than 5 p.m. IST on any given day, or any such time permissible under Applicable Law, as agreed w
Appears in 1 contract
Sources: Syndicate Agreement
RESPONSIBILITIES OF THE MEMBERS OF THE SYNDICATE.
3.1 Each Member of the Syndicate hereby, severally and not jointly, represents and warrants to the Company, each of the Selling Shareholders and to the other Parties, in relation to the Offer, that that: (a) it is an intermediary registered with SEBI and has a valid SEBI registration certificate for acting as a Member of the Syndicate (“Registration Certificate”) and has not been debarred or prohibited (including ad interim probation) from acting as an intermediary by SEBISEBI or any other regulatory authority; and in the event of such withdrawal or cancellation of their Registration Certificate, such Member of the Syndicate shall promptly inform the fact of such withdrawal or cancellation to all other Parties; and (b) this Agreement has been duly authorized, executed and delivered by it, and is a valid and legally binding obligation of such Member of the Syndicate and is enforceable against such Member of the Syndicate in accordance with the terms of this AgreementAgreement and Applicable Law.
3.2 Subject to Clauses 3.3, 3.4 0 and 3.5 below, each of the Members of the Syndicate shall have the following responsibilities and obligations in relation to the Offer, to the extent applicable, and each Member of the Syndicate hereby severally (and not jointly, or jointly and severally) represents, warrants, agrees, covenants and undertakes to the Company, the Selling Shareholders and other Members of the Syndicate on behalf of itself, and to the extent relevant, its respective Sub-Syndicate Members syndicate Members, to the extent applicable that:
(i) it, or the respective Sub-Syndicate Member appointed by it, shall be responsible for collection of Bids (including Bids using the UPI Mechanism) from the ASBA Bidders bidding through any Member of the Syndicate or their respective Sub-Syndicate Members (other than Bids directly submitted to the SCSBs or Bids collected by Registered Brokers at the Broker Centres, CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations or the Bids submitted by the Anchor Investors to the BRLMs), only at the Specified Locations, as applicable, in the manner specified in this Agreement, the SEBI ICDR Regulations, the Offer Documents, the terms of the Bid cum Application Form, Allotment Advice, other Applicable Laws and instructions issued jointly by the BRLMs and the Registrar to the Offer. Provided , provided that in the event of any failure of Bids on account of any nonMOFSL and its respective Sub-bidding, error, fraud or malpractice by the relevant SCSB with whom such Syndicate ASBA Bid was submitted, deposited or forwarded by the Members of the Syndicate, the Member of the Syndicate shall not collect/accept/submit/upload/register or otherwise process any Bids using UPI Mechanism, and such Bids will be liable processed solely by Investec and the relevant SCSB shall be responsible for the sameits respective Sub-Syndicate Member;
(ii) it shall follow all instructions issued by the BRLMs and the Registrar to the Offer, in accordance with Applicable Law and this Agreement, in dealing with the Bid cum Application Forms including with respect to (a) the Bids submitted by QIBs (including Anchor Investors which shall be in accordance with Clause 3.5 below) and (b) the Bids submitted through their respective Sub-Syndicate Members, as applicable, at Specified Locations;
(iii) all Bids (other than Bids by UPI Bidders) shall be submitted to an SCSB for uploading and blocking of the funds and uploading on the electronic bidding platform of the Stock Exchanges;
(iviii) any Bids submitted by the Syndicate/ their respective Sub-Syndicate Members to an SCSB shall be made on a special Bid cum Application Form and the heading/ watermark “Syndicate ASBA” must be used by the Syndicate/ Sub-Sub- Syndicate Member along with the SM Code and Broker Code mentioned on such special Bid cum Application Form to be eligible for brokerage on Allotment. However, any such special Bid cum Application Forms used for Bids by UPI Bidders shall not be eligible for brokerage;
(viv) it agrees and acknowledges that the Bids by Anchor Investors shall be submitted at the select offices of the BRLMs and shall will not be collected by the Syndicate Members;
(vi) it shall procure accept Bid cum Application Forms from ASBA Bidders bidding through any Member of the Syndicate or their respective Sub-Syndicate Members, as applicable, only at the Specified Locations;
(vii) it shall accept Bids from Bidders (other than Anchor Investors) only through ASBA process in terms of the SEBI Process Circulars. Bids through any other modes (other than Bids submitted by Anchor Investors) shall be treated as invalid and be rejected. If it accepts any Bids through modes other than ASBA process (other than Bids submitted by Anchor Investors), it shall be solely responsible for any consequences arising as a result of accepting such Bid and for resolving any investor grievances arising as a result thereof;
(viii) it shall not register/upload any Bid without first accepting the duly filled Bid cum Application Form in writing (including via facsimile), from the Bidder, whether in India or abroad; it shall be responsible for the completion and accuracy of all details (including the correct UPI ID for Bids by UPI Bidders) to be entered into the electronic bidding system of the Stock Exchanges based on the filled in Bid cum Application Form received by it including the correct UPI ID of the UPI Bidders and, subject to Clause 2.4, shall be responsible for any default, mistake or error in the Bid details uploaded by it or subsequent corrections including the UPI related details (as applicable) if such default, mistake or error are solely attributable to it and in resolving investor grievances arising from such errors, if such errors are solely attributable to it; it shall ensure that the required documents are attached to the Bid cum Application Form prior to uploading any Bid including Bids by UPI Bidders, and it shall ensure that such Bids are uploaded on the electronic bidding systems of the Stock Exchanges on a regular basis during the Bid/ Offer Period in compliance with the SEBI ICDR Regulations and SEBI Process Circular, and within such time as permitted by the Stock Exchanges and the SEBI ICDR Regulations; it shall forward a schedule in the format prescribed under the UPI Circulars along with the Bid cum Application Form (carrying its identification mark), other than Bids by UPI Bidders under the UPI Mechanism, to the branch of the respective SCSBs for blocking of funds, within such time as permitted by the Stock Exchanges and Applicable Law or within such other timeline as prescribed under the UPI Circulars;
(ix) it shall, after uploading the Bid, affix a stamp and give an acknowledgment, either by way of a counterfoil or specifying the application number to the Bidder as proof of having accepted the Bid cum Application Form in physical or electronic form, respectively, in accordance with Applicable Law. Further, it shall retain the physical Bid cum Application Forms submitted by UPI Bidders using UPI as a payment mechanism for a period of six months or such other period as may be prescribed, and shall thereafter forward such forms to the Company / Registrar; and shall maintain electronic records related to electronic Bid cum Application Forms submitted by such UPI Bidders for a minimum period of three years or such other period as may be prescribed under Applicable Law;
(x) it will enter each Bid and UPI ID (if applicable) option into the electronic bidding system as a separate Bid within the timelines prescribed by SEBI and generate a transaction registration slip for each price and demand option and give the same to the Bidder on request;
(xi) it shall accept and upload Bids by ASBA Bidders only during the Bid/ Offer Period. In case of Anchor Investors, the BRLMs shall accept Bids only during the Anchor Investor Bid/ Offer Period as applicable and as specified in the Red ▇▇▇▇▇▇▇ Prospectus and in accordance with the Applicable Laws;
(xii) at the end of each day during the Bid/ Offer Period, the demand for the Equity Shares (excluding the allocation made to the Anchor Investors during the Anchor Investor Bid/ Offer Period) and the Bid prices shall be displayed on an online graphical display at its Bidding terminals, for information to the public;
(xiii) it agrees that Anchor Investors shall upload/submit their Bids only through the BRLMs or their Affiliates. No other Member of the Syndicate shall solicit orders or collect Bids from any Anchor Investors. It agrees that the Members of the Syndicate (only in the Specified Locations) have the right to accept or reject Bids by QIBs (other than Anchor Investors). Further, Bids from QIBs can also be rejected, by the Company in consultation with the BRLMs, on technical grounds or such grounds as described in the Offer Documents, in compliance with Applicable Law. Bids from Non-Institutional Bidders, Retail Individual Bidders and UPI Bidders can be rejected on technical grounds only as described in the Offer Documents, in compliance with Applicable Law. It shall not accept any Bids (other than from Anchor Investors and Bids using the UPI mechanism)that they are not made through the ASBA process and shall be treated as invalid and liable to be rejected. UPI Bidders using UPI Mechanism, may also submit their ASBA Forms with the Registered Brokers, RTA or Depository Participants;
(xiv) no Member of the Syndicate shall accept any Bids from any Overseas Corporate Body;
(xv) it shall procure ASBA Forms from Syndicate ASBA Bidders only at the Specified Locations;
(xvi) it shall ensure availability of adequate infrastructure and other facilities for Bidding, and that at least one of the members of the Syndicate shall be present at the Specified Locations so that there is least one electronically linked computer terminal, for the purpose of Bidding and for data entry of the Bids in a timely manner at all the Specified Locations;
(xvii) except in relation to the Bids received from Anchor Investors, Bids and any revisions in Bids will be accepted only between 10.00 a.m. and 5.00 p.m. (Indian Standard Time) during the Bid/ Offer Period at the Specified Locations (except on Bid/ Offer Closing Date, which for QIBs may be one Working Day prior to the Bid/ Offer Closing Date for other categories of Bidders). On the Bid/ Offer Closing Date, Bids and any revisions in Bids will only be accepted between 10.00 a.m. (Indian Standard Time) and 3.00 p.m. (Indian Standard Time). On the Bid/ Offer Closing Date Bids shall be uploaded until (i) 4.00 p.m. (Indian Standard Time) in case of Bids by QIBs and Non-Institutional Investors; and (ii) until 5.00 p.m. (Indian Standard Time) or such extended time as permitted by the Stock Exchanges, in case of Bids by Retail Individual Bidders after taking into account the total number of applications received up to the closure of timings and reported by the BRLMs to the Stock Exchanges. Bids will be accepted only on Working Days. The Company, in consultation with the Book Running Lead Managers may consider closing the Bid / Offer Period for QIBs one day prior to the Bid / Offer Closing Date in accordance with the SEBI ICDR Regulations. Any revision in the uploading time instructed by the Stock Exchanges shall be communicated to the Sub-Syndicate Members who in turn shall communicate such revision to their agents. It is clarified that Bids not uploaded on the electronic bidding system would be considered rejected. Bids by ASBA Bidders shall be uploaded in the electronic system to be provided by the Stock Exchanges by Designated Intermediaries in case of any discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical or electronic ASBA Form, for a particular Bidder, the details of the Bid file received from Stock Exchanges may be taken as final data for the purposes of Allotment;
(xviii) it shall ensure that its Sub-Syndicate Members shall, as applicable and in accordance with the UPI Circulars, enter the following details of an ASBA Bidder who submits an ASBA Bid at the Specified Locations in the electronic bidding system: (a) symbol; (b) intermediary code; (c) intermediary name; (d) location code; (e) name of the bidder; (f) name of the bank; (g) bank code; (h) category – individual, corporate, QIB, eligible NRI, etc.; (i) PAN (of the sole/first Bidder); (j) number of Equity Shares Bid for; (k) price per Equity Share; (l) Bid cum Application Form number; (m) DP ID and Client ID; (n) quantity; (o) amount; (p) order number; (q) depository of the beneficiary account of the Bidder; and (r) UPI ID. For Anchor Investors, the BRLMs shall enter details of the respective Anchor Investor Bid Amount as well as the payment reference;
(xix) it and its Sub-Syndicate Members, if any, shall undertake necessary modifications of select fields in the Bid details, already uploaded by it during the Bid/Offer Period, in compliance with Applicable Law, including the UPI Circulars and the Exchange Circulars;
(xxv) it shall provide follow all instructions issued by the identification numbers (terminal IDs) of all Specified Locations BRLMs and those of its Sub-Syndicate Members, if any, to the Registrar to the Offer together in dealing with such other information that may be necessary to enable the Registrar to the Offer to keep a record of the bidding at each such bidding center at the end of each day during the Bid/ Offer Period;
(xxi) it shall register and upload the Bids received by it and its Sub-Syndicate Members, onto the electronic bidding system as soon as practicable on the same Working Day on which the Bids are received (subject to the Stock Exchanges permitting such upload on the same Working Day). The BRLMs will instruct the Anchor Investors to deposit their Bid Amounts into the Escrow Accounts of the Company maintained with the designated Escrow Collection Banks for Anchor Investors, on the same day on which the Bid was received or any other period as agreed with the BRLMs in consultation with the Registrar to the Offer within the time period prescribed under the SEBI ICDR Regulations and other Applicable Law, and for the remaining Bid Amount (in cases where the Anchor Investor Allocation Price is lower than the Offer Price), on or prior to the Anchor Investor Pay-in Date; and it acknowledges that if the relevant Bid Amounts are not deposited within the time period stipulated herein, then such Bids are liable to be rejected;
(xxii) the Members of the Syndicate or any of their Sub-Syndicate Members shall enter details of a Bidder in the electronic bidding system as specified in the Red ▇▇▇▇▇▇▇ Prospectus, the Preliminary Offering Memorandum, the SEBI ICDR Regulations and any circular issued by the SEBI from time to time;
(xxiii) it shall ensure that all records of the Bids including the ASBA Forms (submitted by the Syndicate ASBA Bidders), together with supporting documents, are maintained and forwarded to the SCSBs, except in relation to Bids from UPI Bidders, within the time periods specified by the Stock Exchanges or the SEBI ICDR Regulations, the SEBI Process Circulars or UPI Circulars;
(xxiv) except for UPI Bidders, it shall ensure that it has affixed its stamp on each Bid cum Application Form forwarded by it to SCSBs or Escrow Collection Banks or the Registrar, as applicable, under “Broker’s/ SCSB Branch’s Stamp / RTA /CDP” (as applicable) as an acknowledgement of upload of the Bid in the electronic bidding system of the Stock Exchanges; Bid cum Application Forms (except electronic Bid cum Application Forms) that do not bear such stamp are liable to be rejected. It is however clarified that Bids by Anchor Investors do not get uploaded on electronic bidding system of the Stock Exchanges on the Anchor Investor Bidding Date;
(xxv) in relation to the Bids procured from Anchor Investors, the BRLMs shall be responsible for providing a schedule (including application number, payment instrument number/ RTGS / NEFT/ UTR control number and Bid Amount paid by Anchor Investors) to the Escrow Collection Bank during the Anchor Investor Bid/ Offer Period or any other period as agreed among the BRLMs in consultation with the Registrar to the Offer;
(xxvi) it shall provide the Registrar to the Offer with a daily record, with a separate section for each of its bidding centers and those of its Sub-Syndicate Members, details relating to the Bid cum Application Forms received from the Bidders, details regarding registration of including with respect to (a) the Bids and Bid Amounts (other than Bids collected submitted by SCSBs, CDPs, RTAs and Registered Brokers). This record (except Bids by Anchor Investors, and Bids by UPI Bidders using the UPI mechanism) QIBs which shall be made available to the Registrar no later than 5 p.m. IST on any given day, or any such time permissible under Applicable Law, as agreed win accordance with Clause 3.5 below and
Appears in 1 contract
Sources: Syndicate Agreement
RESPONSIBILITIES OF THE MEMBERS OF THE SYNDICATE.
3.1 Each Member of the Syndicate herebyThe Parties acknowledge that pursuant to SEBI Regulations, severally all Bidders (other than Anchor Investors) are required to mandatorily submit their Bids and not jointly, represents and warrants to the Company, each of the Selling Shareholders and to the other Parties, in relation to the Offer, that (a) it is an intermediary registered with SEBI and has a valid SEBI registration certificate for acting as a Member of the Syndicate (“Registration Certificate”) and has not been debarred or prohibited from acting as an intermediary by SEBI; and participate in the event of withdrawal or cancellation of their Registration Certificate, such Member of Offer through the ASBA process and all Syndicate shall promptly inform ASBA Bidders that are UPI Bidders are required to mandatorily Bid through the fact of such withdrawal or cancellation to other Parties; and (b) this Agreement has been duly authorized, executed and delivered by it, and is a valid and legally binding obligation of such Member of the Syndicate in accordance with the terms of this AgreementUPI Mechanism.
3.2 Subject to Clauses 3.3, 3.4 and Section 3.5 below, each of the Members members of the Syndicate shall have the following responsibilities and obligations in relation to the Offer, and each Member member of the Syndicate hereby severally (and not jointly, or jointly and severally) represents, warrants, agrees, covenants and undertakes to the Company, the Selling Shareholders and other Members members of the Syndicate Syndicate, on behalf of itself, itself and to the extent relevant, its respective Sub-Syndicate Members Members, that:
(i) it, or the respective Sub-Syndicate Member appointed by it, shall be responsible for collection of Bids (including Bids using the UPI Mechanism) from the Syndicate ASBA Bidders bidding through any Member of and the Syndicate or their respective Sub-Syndicate Members (other than Bids directly submitted to the SCSBs or Bids collected by Registered Brokers at the Broker Centres, CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations or the Bids submitted by Managers shall be responsible for instructing the Anchor Investors to deposit Bid Amount in the BRLMs), only at the Specified Locations, as applicable, Escrow Account in the manner specified in this Agreement, the SEBI ICDR RegulationsRegulations and any other Applicable Law, the Offer DocumentsRed ▇▇▇▇▇▇▇ Prospectus, the terms of Prospectus, the Preliminary Offering Memorandum, the Offering Memorandum, Bid cum Cum Application Form, other Applicable Laws and instructions issued jointly by the BRLMs Form and the Registrar to the Offer. Provided that in the event of any failure of Bids on account of any non-biddingAllotment Advice, error, fraud or malpractice by the relevant SCSB with whom such Syndicate ASBA Bid was submitted, deposited or forwarded by the Members of the Syndicate, the Member of the Syndicate shall not be liable and the relevant SCSB shall be responsible for the sameas applicable;
(ii) it shall follow all instructions issued by the BRLMs and the Registrar to the Offer, in accordance with Applicable Law and this Agreement, in dealing with the Bid cum Application Forms including with respect to (a) the Bids submitted by QIBs (including Anchor Investors which shall be in accordance with Clause 3.5 below) and (b) the Bids submitted through their respective Sub-Syndicate Members, as applicable, at Specified Locations;
(iii) ensure that all Bids (other than Bids by UPI Bidders) shall be submitted to an SCSB for uploading and blocking of the funds and uploading the Bids on the electronic bidding platform of the Stock Exchanges;
(iviii) it shall ensure that any Bids submitted by the Syndicate/ Syndicate or their respective Sub-Sub- Syndicate Members to an SCSB shall be made on a special Bid cum Application Form and the heading/ watermark “Syndicate ASBA” must be used by the Syndicate/ Sub-Syndicate Member along with the SM Code and Broker Code mentioned on such special Bid cum Application Form to be eligible for brokerage on Allotment. However, any such special Bid cum Application Forms used for Bids by UPI Bidders shall not be eligible for brokerage;
(viv) it agrees and acknowledges that the Bids by Anchor Investors shall be submitted at the select offices of the BRLMs Managers and shall not be collected by the Syndicate MembersMember;
(v) it will not accept Bid cum Application Forms from UPI Bidders that do not use UPI as a payment mechanism in accordance with the UPI Circulars;
(vi) it shall procure follow all instructions issued by the Managers and the Registrar in dealing with the Bid cum Application Forms from (including with respect to Bids by the Syndicate ASBA Bidders bidding through any Member of and the Syndicate Anchor Investors) procured by it or their its respective Sub-Sub- Syndicate Members, as applicableif any, only at the Specified Locations;
(vii) it shall accept Bids from Bidders (other than Anchor Investors) only through ASBA process in terms of the SEBI Process Circulars. Bids through any other modes (other than Bids submitted by Anchor Investors) shall be treated as invalid and be rejected. If it accepts any Bids through modes other than ASBA process (other than Bids submitted by Anchor Investors), it shall be solely responsible for any consequences arising as a result of accepting such Bid and for resolving any investor grievances arising as a result thereof;
(viii) it shall not register/upload any Bid without first accepting the duly filled Bid cum Application Form in writing (including via facsimile), from the Bidder, whether in India or abroad; it shall be responsible for the completion and accuracy of all details (including the correct UPI ID for Bids by UPI Bidders) to be entered into the electronic bidding system of the Stock Exchanges based on the filled in Bid cum Application Form received by it including the correct UPI ID of the UPI Bidders Bidder and, subject to Clause 2.4Section 2.3, shall be responsible for any default, mistake or error in the Bid details uploaded by it or subsequent corrections including the UPI related details (as applicable) if such default, mistake or error are solely attributable to it and in resolving investor grievances arising from such errors, if such errors are solely attributable to it; it shall ensure that the required documents are attached to the Bid cum Application Form prior to uploading any Bid including Bids by UPI BiddersBid, and it shall ensure that such Bids and UPI IDs are uploaded on the electronic bidding systems of the Stock Exchanges on a regular basis during the Bid/ Offer Period in compliance with the SEBI ICDR Regulations and SEBI Process CircularRegulations, and within such time as permitted by the Stock Exchanges and the SEBI ICDR Regulations; ;
(viii) it shall forward a schedule in the format prescribed under the UPI Circulars along with the Bid cum Application Form (carrying its identification markmark irrespective of the terminal from which the Bid has been uploaded), other than Bids by UPI Bidders under the UPI Mechanism, to the branch of the respective SCSBs for blocking of funds, within such time as permitted by the Stock Exchanges and Applicable Law or within such other timeline as prescribed under the UPI CircularsLaw;
(ix) it shall, after uploading the Bid, affix a stamp and shall give an acknowledgment, either by way of a counterfoil acknowledgment or specifying specify the application number to the Bidder as proof of having accepted the Bid cum Application Form in physical or electronic form, respectively, in accordance with Applicable Law. Further, it shall retain the physical Bid cum Application Forms submitted by UPI Bidders using UPI as a payment mechanism for a period of six months or such other period as may be prescribedprescribed under Applicable Law, and shall thereafter forward such forms the same to the Company / RegistrarCompany/ Registrar to the Offer; and shall maintain electronic records related to electronic Bid cum Application Forms submitted by such UPI Bidders for a minimum period of three years or such other period as may be prescribed under Applicable Law;
(x) it will enter each Bid option and UPI ID (if applicable) option into the electronic bidding system as a separate Bid within the timelines prescribed by SEBI and generate a transaction registration slip an Acknowledgement Slip for each price and demand option and give such Acknowledgement Slip to the same Bidder. It shall also furnish an Acknowledgement Slip to the Bidder on request;
(xi) it shall accept and upload Bids by ASBA Bidders only during the Bid/ Bid/Offer Period. In case of Anchor Investors, the BRLMs shall accept Bids only during the Anchor Investor Bid/ Offer Period as applicable and as specified in the Red ▇▇▇▇▇▇▇ Prospectus and in accordance with Prospectus. In case of Anchor Investors, the Applicable LawsManagers shall accept Bids only during the Anchor Investor Bid/Offer Period;
(xii) at the end members of each day during the Bid/ Syndicate shall indicate any revision in Price Band or change in Bid/Offer Period, Period on the demand for the Equity Shares (excluding the allocation made to the Anchor Investors during the Anchor Investor Bid/ Offer Period) relevant website and the Bid prices terminals of the members of the Syndicate, pursuant to any press release that shall be displayed on an online graphical display at its Bidding terminals, for information to released by the publicCompany in this regard;
(xiii) it agrees that Anchor Investors shall upload/submit their Bids only through the BRLMs or their AffiliatesManagers. No other Member member of the Syndicate shall solicit orders or collect Bids from any Anchor Investors. It agrees that the Members members of the Syndicate (only in the Specified Locations) have the right to accept or reject Bids by QIBs (other than Anchor Investors). Further, Bids from QIBs can also be rejected, by the Company in consultation with the BRLMs, rejected on technical grounds or such grounds as described in the Offer Documents, in compliance with Applicable Lawgrounds. Bids from Non-Institutional Bidders, Retail Individual Bidders and UPI Bidders can be rejected on technical grounds only as described in the Offer Documents, in compliance with Applicable Lawonly. It shall not accept any Bids (other than from Anchor Investors and Bids using the UPI mechanism)that Investors) that are not made through the ASBA process and shall be treated as invalid and liable to be rejectedprocess. UPI Bidders using UPI Mechanism, may also submit their ASBA Forms with the Registered Brokers, RTA or Depository Participants;
(xiv) no Member member of the Syndicate shall accept any Bids from any Overseas Corporate Body;
(xv) it shall procure ASBA Forms from Syndicate ASBA Bidders only at the Specified Locations;
(xvi) it shall ensure the availability of adequate infrastructure and other facilities for Bidding, and that at least one of the members of the Syndicate shall be present at the Specified Locations so that there is least one electronically linked computer terminal, for the purpose of Bidding and for data entry of the Bids in a timely manner manner, including at all least one electronically linked computer terminal is available for the Specified Locationspurpose of Bidding;
(xvii) except in relation to the Bids received from Anchor Investors, Bids and any revisions in Bids will be accepted only between 10.00 10:00 a.m. IST and 5.00 5:00 p.m. (Indian Standard Time) IST during the Bid/ Bid/Offer Period at the Specified Locations (except on Bid/ Offer Closing Date, which for QIBs may be one Working Day prior to the Bid/ Offer Closing Date for other categories of Bidders). On the Bid/ Offer Closing Date, Bids and any revisions in Bids will only be accepted between 10.00 a.m. (Indian Standard Time) and 3.00 p.m. (Indian Standard Time). On the Bid/ Offer Closing Date Bids shall be uploaded until (i) 4.00 p.m. (Indian Standard Time) in case of Bids by QIBs and Non-Institutional Investors; and (ii) until 5.00 p.m. (Indian Standard Time) or such extended time as permitted by the Stock Exchanges, in case of Bids by Retail Individual Bidders after taking into account the total number of applications received up to the closure of timings and reported by the BRLMs to the Stock ExchangesPeriod. Bids will be accepted only on Working Days. The CompanyCompany and each Promoter Selling Shareholder, each Other Corporate Selling Shareholder and each Individual Selling Shareholder, in consultation with the Book Running Lead Managers may consider closing the Bid / Bid/ Offer Period for QIBs one day prior to the Bid / Bid/ Offer Closing Date in accordance with the SEBI ICDR Regulations. Any revision in the uploading time instructed by the Stock Exchanges shall be communicated to the Sub-Syndicate Members Member(s) who in turn shall communicate such revision to their agents. It is clarified that Bids not uploaded on the electronic bidding system would be considered rejected. Bids by ASBA Bidders shall be uploaded in the electronic system to be provided by the Stock Exchanges by for the Designated Intermediaries Intermediaries; in case of any discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical or electronic ASBA Form, for a particular Bidder, the details of the Bid file received from Stock Exchanges may be taken as final data for the purposes of Allotment;
(xviii) it shall ensure that its Sub-Syndicate Members Member(s) shall, as applicable and in accordance with the UPI Circulars, enter the following details of an ASBA Bidder who submits an ASBA Bid at the Specified Locations in the electronic bidding system: (a) symbol; (b) intermediary code; (c) intermediary name; (d) location bank code; (e) name of the bidderbank; (f) name of the banklocation code; (g) bank codename of the bidder; (h) Bid cum Application Form number; (i) category – individual, corporate, QIB, eligible NRI, etc.; (ij) PAN (of the sole/first Bidder); (jk) number of Equity Shares Bid for; (k) price per Equity Share; (l) Bid cum Application Form number; (m) DP ID and Client ID; (n) quantity; (o) amount; (p) order number; (q) depository of the beneficiary account of the Bidder; and (rm) UPI ID. For Anchor Investors, the BRLMs shall enter details of the respective Anchor Investor Bid Amount as well as the payment reference;
(xix) it and its Sub-Syndicate Members, if any, shall undertake necessary modifications of select fields in the Bid details, already uploaded by it during the Bid/Offer Period, in compliance with Applicable Law, including the UPI Circulars and the Exchange Circulars;
(xx) it shall provide the identification numbers (terminal IDs) of all Specified Locations and those of its Sub-Syndicate Members, if any, to the Registrar to the Offer together with such other information that may be necessary to enable the Registrar to the Offer to keep a record of the bidding at each such bidding center at the end of each day during the Bid/ Offer Period;
(xxi) it shall register and upload the Bids received by it and its Sub-Syndicate Members, onto the electronic bidding system as soon as practicable on the same Working Day on which the Bids are received (subject to the Stock Exchanges permitting such upload on the same Working Day). The BRLMs will instruct the Anchor Investors to deposit their Bid Amounts into the Escrow Accounts of the Company maintained with the designated Escrow Collection Banks for Anchor Investors, on the same day on which the Bid was received or any other period as agreed with the BRLMs in consultation with the Registrar to the Offer within the time period prescribed under the SEBI ICDR Regulations and other Applicable Law, and for the remaining Bid Amount (in cases where the Anchor Investor Allocation Price is lower than the Offer Price), on or prior to the Anchor Investor Pay-in Date; and it acknowledges that if the relevant Bid Amounts are not deposited within the time period stipulated herein, then such Bids are liable to be rejected;
(xxii) the Members of the Syndicate or any of their Sub-Syndicate Members shall enter details of a Bidder in the electronic bidding system as specified in the Red ▇▇▇▇▇▇▇ Prospectus, the Preliminary Offering Memorandum, the SEBI ICDR Regulations and any circular issued by the SEBI from time to time;
(xxiii) it shall ensure that all records of the Bids including the ASBA Forms (submitted by the Syndicate ASBA Bidders), together with supporting documents, are maintained and forwarded to the SCSBs, except in relation to Bids from UPI Bidders, within the time periods specified by the Stock Exchanges or the SEBI ICDR Regulations, the SEBI Process Circulars or UPI Circulars;
(xxiv) except for UPI Bidders, it shall ensure that it has affixed its stamp on each Bid cum Application Form forwarded by it to SCSBs or Escrow Collection Banks or the Registrar, as applicable, under “Broker’s/ SCSB Branch’s Stamp / RTA /CDP” (as applicable) as an acknowledgement of upload of the Bid in the electronic bidding system of the Stock Exchanges; Bid cum Application Forms (except electronic Bid cum Application Forms) that do not bear such stamp are liable to be rejected. It is however clarified that Bids by Anchor Investors do not get uploaded on electronic bidding system of the Stock Exchanges on the Anchor Investor Bidding Date;
(xxv) in relation to the Bids procured from Anchor Investors, the BRLMs shall be responsible for providing a schedule (including application number, payment instrument number/ RTGS / NEFT/ UTR control number and Bid Amount paid by Anchor Investors) to the Escrow Collection Bank during the Anchor Investor Bid/ Offer Period or any other period as agreed among the BRLMs in consultation with the Registrar to the Offer;
(xxvi) it shall provide the Registrar to the Offer with a daily record, with a separate section for each of its bidding centers and those of its Sub-Syndicate Members, details relating to the Bid cum Application Forms received from the Bidders, details regarding registration of the Bids and Bid Amounts (other than Bids collected by SCSBs, CDPs, RTAs and Registered Brokers). This record (except Bids by Anchor Investors, and Bids by UPI Bidders using the UPI mechanism) shall be made available to the Registrar no later than 5 p.m. IST on any given day, or any such time permissible under Applicable Law, as agreed w
Appears in 1 contract
Sources: Syndicate Agreement
RESPONSIBILITIES OF THE MEMBERS OF THE SYNDICATE.
3.1 Each Member of the Syndicate hereby, severally and not jointly, represents and warrants to the Company, each of the Selling Shareholders and to the other Parties, in relation to the OfferIssue and the services agreed to be provided by each Member of the Syndicate in terms of this Agreement that they are duly authorised in terms of Applicable Law and codes of conduct, authorizations, consents or practice applicable to the Members of the Syndicate to execute this Agreement and perform its obligations in terms of this Agreement and that (a) it is an intermediary registered with SEBI and has a valid SEBI registration certificate for acting as a Member of the Syndicate (“Registration Certificate”) and has not been debarred or prohibited from acting as an intermediary by SEBI; and in the event of withdrawal SEBI or cancellation of their Registration Certificate, such Member of the Syndicate shall promptly inform the fact of such withdrawal or cancellation to any other Parties; and (b) this Agreement has been duly authorized, executed and delivered by it, and is a valid and legally binding obligation of such Member of the Syndicate in accordance with the terms of this Agreementregulatory authority.
3.2 Subject to Clauses 3.3, Clause 3.4 and 3.5 below, each of the Members of the Syndicate shall have the following responsibilities and obligations in relation to the Offer, Issue and each Member of the Syndicate hereby severally (and not jointly, or jointly and severally) represents, warrants, agrees, covenants and undertakes to the Company, the Selling Shareholders and other Members Member of the Syndicate that on behalf of itself, and to the extent relevant, its respective Subsub-Syndicate Members thatsyndicate members:
(i) it, a. it or the respective Subsub-Syndicate Member syndicate member appointed by itit shall, shall subject to Clause 2.3 above, be responsible for collection of Bids from the Bidders (including Bids using the UPI Mechanism) from the ASBA Bidders ), bidding through any Member of the Syndicate it or their its respective Sub-Syndicate Members (other than Bids directly submitted to the SCSBs or Bids collected by Registered Brokers at the Broker Centres, CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations or the Bids submitted by the Anchor Investors to the BRLMs), only at the Specified Locations, sub- syndicate members as applicable, in the manner specified in this Agreement, the SEBI ICDR Regulations, the Offer DocumentsRed ▇▇▇▇▇▇▇ Prospectus and the Prospectus, the terms of the Bid cum Application Form, the Allotment Advice, other Applicable Laws Laws, regulations, UPI Circulars, rules or directions issued by SEBI and the Stock Exchanges from time to time and instructions issued jointly by the BRLMs Book Running Lead Manager and the Registrar to the OfferRegistrar. Provided that in the event of any failure of Bids on account of any non-bidding, error, fraud or malpractice by the relevant SCSB with whom such Syndicate ASBA Bid was submitted, deposited or forwarded by the Members of the SyndicateHowever, the Syndicate Member of or the Syndicate sub-syndicate member shall not be liable and for any error on account of the relevant SCSB shall be responsible for the sameSCSBs;
(ii) b. it shall follow all reasonable and necessary instructions issued by the BRLMs Book Running Lead Manager and the Registrar to the Offer, in accordance with Applicable Law and this Agreement, in dealing with the Bid cum Application Forms including with respect to (a) the Bids submitted by QIBs (including Anchor Investors which shall be in accordance with Clause 3.5 below) and (b) the Bids submitted through their respective Subsub-Syndicate Memberssyndicate members, as applicable, at Specified Locations;
(iii) all Bids (other than Bids by UPI Bidders) shall be submitted to an SCSB for uploading and blocking of the funds and uploading on the electronic bidding platform of the Stock Exchanges;
(iv) c. any Bids submitted by the Syndicate/ Syndicate or their respective Subsub-Syndicate Members syndicate members to an SCSB shall be made on a special Bid cum Application Form and the heading/ watermark “Syndicate ASBA” must be used by the Syndicate/ SubSyndicate or sub-Syndicate Member syndicate member along with the SM Code and Broker Code mentioned on such special Bid cum Application Form to be eligible for brokerage on Allotment. However, any such special Bid cum Application Forms used for Bids by UPI Bidders shall not be eligible for brokerage;
(v) it agrees and acknowledges that the Bids by Anchor Investors shall be submitted at the select offices of the BRLMs and shall not be collected by the Syndicate Members;
(vi) d. it shall procure Bid cum Application the ASBA Forms from the ASBA Bidders (except Bids directly submitted by the ASBA Bidders to the SCSBs, RTAs, CDPs or Registered Brokers) or UPI Forms for bidding through any Member of the Syndicate or their respective Subsub-Syndicate Memberssyndicate members, as applicable. Further, the Anchor Investor Application Forms from Anchor Investors shall only at be procured by the Specified LocationsBook Running Lead Manager;
(vii) e. it shall accept Bids from Bidders (other than Anchor Investors) only through ASBA process in terms of the SEBI Process circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 5, 2022, SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022,SEBI circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023, if the Issue is undertaken through the said circular, SEBI master circular .bearing SEBI/HO/MIRSD/POD-1/P/CIR/2024/37 dated May 7, 2024, SEBI ICDR Master Circular along with the circular issued by the National Stock Exchange of India Limited having reference no. 25/2022 dated August 3, 2022 and the circular issued by BSE Limited having reference no. 20220803-40 dated August 3, 2022 (hereafter referred to as the UPI Circulars) (the circular dated November 10, 2015 read with the circular dated January 21, 2016 read with UPI Circulars is hereinafter referred to as the SEBI ASBA Circulars). Further, pursuant to circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022 issued by SEBI, all individual investors applying in public issues where the application amount is up to ₹ 0.50 million shall use UPI Bids through any other modes by any Bidder (other than Bids submitted by except Anchor Investors) shall be treated as invalid and will be rejected. If it accepts any Bids through modes other than ASBA process (other than Bids submitted by Anchor Investors), it shall be solely responsible for any consequences arising as a result of accepting such Bid and for resolving any investor grievances arising as a result thereof;
(viii) it shall not register/upload any Bid without first accepting the duly filled Bid cum Application Form in writing (including via facsimile), from the Bidder, whether in India or abroad; f. it shall be responsible for the completion and accuracy of all details (details, including the correct UPI ID for Bids by UPI Bidders) ID, as applicable, to be entered into the electronic bidding system of the Stock Exchanges based on the filled filled-in Bid cum Application Form received by it including the correct UPI ID of the UPI Bidders and, subject to Clause 2.4, and shall be responsible for any default, mistake or error in the Bid details uploaded by it or subsequent corrections including the UPI related details (as applicable) if such default, mistake or error are solely attributable to it and in for resolving any investor grievances arising from such errors, if as a result of such errors are in the data entry, to the extent such error is solely attributable to it; ;
g. it shall ensure that be responsible for uploading the required documents are attached to correct UPI ID based on the Bid cum Application ASBA Form prior to uploading any Bid including Bids by received into the electronic bidding system of the Stock Exchanges for the UPI Bidders, and it shall ensure that be responsible for any default, mistake or error in the UPI details uploaded by it and for resolving any investor grievances arising as a result of such Bids are uploaded on errors in the electronic bidding systems of the Stock Exchanges on a regular basis during the Bid/ Offer Period in compliance with the SEBI ICDR Regulations and SEBI Process Circulardata entry, and within if such time as permitted by the Stock Exchanges and the SEBI ICDR Regulations; error is solely attributable to it;
h. it shall forward a schedule in the format prescribed under the UPI Circulars along with not register / upload any Bid, without first accepting the Bid cum Application Form (carrying its identification mark)in writing including via facsimile, other than Bids by UPI Bidders under from the UPI MechanismBidder, to the branch of the respective SCSBs for blocking of funds, within such time as permitted by the Stock Exchanges whether in India or outside India and Applicable Law or within such other timeline as prescribed under the UPI Circulars;
(ix) it shall, shall after uploading the Bid, affix a stamp and give an acknowledgment, either by way of a counterfoil or specifying the application number to the Bidder Bidder, as proof of having accepted the Bid cum Application Form Form, in physical or electronic formmode, respectively, in accordance with Applicable Law. Further, ;
i. it shall retain the physical Bid cum Application Forms submitted by UPI Bidders using UPI as a payment mechanism for a period of six months or such other period as may be prescribed, prescribed and shall thereafter forward such forms to the Company / RegistrarCompany/ Registrar to the Issue; and shall maintain electronic records related to electronic Bid cum Application Forms submitted by such UPI Bidders Bidder for a minimum period of three years or such other period as may be prescribed under Applicable Law;
(x) . It shall ensure that it will enter has affixed its stamp on each Bid and cum Application Form (except for UPI ID (if applicableBidders using UPI mechanism) option into forwarded by it to the SCSBs under “Broker’s/ SCSB Branch’s Stamp” as an acknowledgement of upload of Bid in the electronic bidding system as a separate of the Stock Exchanges. Bid within the timelines prescribed by SEBI and generate a transaction registration slip for each price and demand option and give the same cum Application Forms (except electronic Bid cum Application Forms) that do not bear such stamps are liable to the Bidder on request;
(xi) it shall accept and upload be rejected. It is however clarified that Bids by ASBA Bidders only during the Bid/ Offer Period. In case of Anchor Investors, the BRLMs shall accept Bids only during Investors do not get uploaded on the Anchor Investor Bid/ Offer Issue Period;
j. the Members of the Syndicate shall indicate any revision in Price Band or change in Bid/Issue Period on the relevant website and the terminals of the Members of the Syndicate, pursuant to any press release that shall be released by the Company in this regard;
k. it shall ensure that required documents are attached to the Bid cum Application Form prior to uploading any Bid and shall ensure that the Bids are uploaded on the electronic bidding systems of the Stock Exchanges on a regular basis during the Bid/Issue Period in compliance with Applicable Laws, and within such time as applicable permitted by the Stock Exchange and as specified in the Red ▇▇▇▇▇▇▇ Prospectus and in accordance with the under Applicable Laws;
l. it shall register and upload all the Bids received by it and its sub-syndicate members, on the same Working Day on which the Bids are received (xii) subject to the Stock Exchanges permitting such upload on the same Working Day), and where the same is not possible register the Bid on the next Working Day and before the Bid/ Issue Closing Date or within such time as may be permitted by the Stock Exchanges;
m. at the end of each day during of the Bid/ Offer Issue Period, the demand for the Equity Shares (excluding the along with allocation made to the Anchor Investors during on the Anchor Investor Bid/ Offer Period) and the Bid prices Bidding Date), shall be displayed shown graphically on an online graphical display at its Bidding terminals, Terminals for information Information to the public;
n. it shall ensure that the Bid cum Application Forms (xiiiwithout UPI as a payment option) submitted to it by the ASBA Bidders, along with the supporting documents, are forwarded to the SCSBs for further action, within the timelines prescribed by the Stock Exchanges and the SEBI;
o. it shall forward a schedule as per the format prescribed under the UPI Circulars along with the Bid cum Application Form (carrying its identification mark irrespective of the terminal from which the Bid has been uploaded) other than Bids by UPI Bidder under the UPI Mechanism, to the branch of the respective SCSBs for blocking of fund of the relevant Syndicate ASBA Bidders, other than the case of the Syndicate ASBA Bidder who have submitted Bids with UPI as the mode of payment, (i) on the same Working Day for Bids by Anchor Investors; and (ii) not later than 1 Working Day from the Bid/ Issue Closing Date for ASBA Forms for all other categories of investors (other than Anchor Investors) and such time as permitted by the Stock Exchanges and Applicable Law;
p. it agrees that Anchor Investors shall upload/submit register their Bids only through the BRLMs or their AffiliatesBRLM. No other Member of the Syndicate shall solicit orders or collect Bids from any Anchor Investors. It agrees that In case of QIBs (other than Anchor Investors), only the SCSBs and the Members of the Syndicate (only in the Specified Locations) shall have the right to accept the Bid or reject Bids by QIBs (other than Anchor Investors)it. However, such rejection shall be made at the time of receiving the Bid and only after assigning a reason for such rejection in writing. Further, Bids from QIBs can also be rejected, by the Company in consultation with the BRLMs, rejected on technical grounds or such grounds as described in the Offer Issue Documents, in compliance with Applicable Law. Bids from Non-Institutional Bidders, Investors and Retail Individual Bidders and UPI Bidders can be rejected on technical grounds only only. Bids by Bidders (other than Anchor Investors), other than through ASBA process shall be treated as described in invalid and liable to be rejected. RIBs may submit their ASBA Forms with the Offer DocumentsRegistered Brokers, in compliance with Applicable LawCRTAs, CDPs or Syndicate (or sub- syndicate members). It shall not accept any Bids (other than from Anchor Investors and Bids using the UPI mechanism)that Investors) that are not made through the ASBA process and shall be treated as invalid and liable to be rejectedprocess. UPI Bidders using UPI Mechanismmechanism, may also submit their ASBA Forms with the Registered Brokers, RTA or Depository Participants;
q. it and its sub-syndicate members shall undertake necessary modifications of select fields in the Bid details including UPI ID (xivas applicable) no already uploaded by it in terms of the circulars issued by SEBI, one Working Day after the Bid/ Issue Closing Date in terms of and in compliance with Applicable Law, including the UPI Circulars. It shall also be responsible for providing necessary guidance to UPI Bidders for using the UPI Mechanism;
r. it shall endeavor to accept any Bid cum Application Form, on a best effort basis, after first satisfying itself that the SCSB whose name has been entered in the Bid cum Application Form has named at least 1 branch in that centre in which such Member of the Syndicate shall accept any Bids from any Overseas Corporate Body;
(xv) it shall procure ASBA Forms from Syndicate ASBA Bidders only at or its sub-syndicate Member is accepting the Specified Locations;
(xvi) it shall ensure availability of adequate infrastructure and other facilities for Bidding, and that at least one of Bid cum Application Form to enable the members Members of the Syndicate shall be present at to deposit the Specified Locations so that there is least one electronically linked computer terminal, for the purpose of Bidding and for data entry of the Bids in a timely manner at all the Specified LocationsBid cum Application Forms;
s. it shall enter each Bid option and UPI ID (xviiif applicable) into the electronic bidding system as a separate Bid and generate an acknowledgment slip for each price and demand option and give the same or the acknowledgment number to the Bidder. It shall also furnish a Transaction Registration Slip to the Bidder on request; t. it shall accept and upload Bids only during the Bid/ Issue Period in case of Retail Individual Investors, Non-Institutional Investors and QIBs (except Anchor Investors);
u. except in relation to the Bids received from Anchor Investors, Bids and any revisions in Bids will be accepted only between 10.00 a.m. and 5.00 p.m. (Indian Standard Time) during the Bid/ Offer Issue Period at the bidding centres mentioned in the Bid cum Application Form or the Designated Branches of the SCSBs and the bidding centres of the Members of the Syndicate at the Specified Locations (and the Broker Centres of the Registered Brokers or the Designated RTA Locations or the Designated CDP Locations, as the case may be, except that on Bid/ Offer Closing Date, which for QIBs may be one Working Day prior to the Bid/ Offer Closing Date for other categories of Bidders). On the Bid/ Offer Issue Closing Date, Bids and any revisions in Bids will only be accepted between 10.00 a.m. (Indian Standard Time) and 3.00 p.m. (Indian Standard Time). On the Bid/ Offer Issue Closing Date Date, Bids shall be uploaded until (i) 4.00 p.m. (Indian Standard Time) in case of Bids by QIBs and Non-Institutional Investors; and (ii) until 5.00 p.m. (Indian Standard Time) or such extended time as permitted by the Stock Exchanges, in case of Bids by Retail Individual Bidders Investors. On Bid/ Issue Closing Date, extension of time may be granted by Stock Exchanges only for uploading Bids received by Retail Individual Bidders, after taking into account the total number of applications Bids received up to the closure of timings and as reported by the BRLMs Book Running Lead Manager to the Stock Exchanges. Bids will be accepted only on Working Days. The Company, in consultation with the Book Running Lead Managers may consider closing the Bid / Offer Period for QIBs one day prior to the Bid / Offer Closing Date in accordance with the SEBI ICDR Regulations. Any revision in the uploading time instructed by the Stock Exchanges shall be communicated to the Subits sub-Syndicate Members syndicate members who in turn shall communicate such revision to their agents. It is hereby clarified that Bids not uploaded on the electronic bidding system or in respect of which the full Bid Amount is not blocked in the relevant ASBA Account would be considered rejected. Further, all ASBA Bids by ASBA Bidders shall be uploaded in the electronic system to be provided by the Stock Exchanges by Designated Intermediaries in case of any discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical or electronic ASBA Form, for a particular Bidder, the details of the Bid file received from Stock Exchanges may be taken as final data for the purposes of Allotment;
(xviii) it shall ensure that its Sub-Syndicate Members shall, as applicable and in accordance with the UPI Circulars, enter the following details of an ASBA Bidder who submits an ASBA Bid at the Specified Locations in the electronic bidding system: (a) symbol; (b) intermediary code; (c) intermediary name; (d) location code; (e) name of the bidder; (f) name of the bank; (g) bank code; (h) category – individual, corporate, QIB, eligible NRI, etc.; (i) PAN (of the sole/first Bidder); (j) number of Equity Shares Bid for; (k) price per Equity Share; (l) Bid cum Application Form number; (m) DP ID and Client ID; (n) quantity; (o) amount; (p) order number; (q) depository of the beneficiary account of the Bidder; and (r) UPI ID. For Anchor Investors, the BRLMs shall enter details of the respective Anchor Investor Bid Amount as well as the payment reference;
(xix) it and its Sub-Syndicate Members, if any, shall undertake necessary modifications of select fields in the Bid details, already uploaded by it during the Bid/Offer Period, in compliance with Applicable Law, including the UPI Circulars and the Exchange Circulars;
(xx) it shall provide the identification numbers (terminal IDs) of all Specified Locations and those of its Sub-Syndicate Members, if any, to the Registrar to the Offer together with such other information that may be necessary to enable the Registrar to the Offer to keep a record of the bidding at each such bidding center at the end of each day during the Bid/ Offer Period;
(xxi) it shall register and upload the Bids received by it and its Sub-Syndicate Members, onto the electronic bidding system as soon as practicable on the same Working Day on which the Bids are received (subject to the Stock Exchanges permitting such upload on the same Working Day). The BRLMs will instruct the Anchor Investors to deposit their Bid Amounts into the Escrow Accounts of the Company maintained with the designated Escrow Collection Banks for Anchor Investors, on the same day on which the Bid was received or any other period as agreed with the BRLMs in consultation with the Registrar to the Offer within the time period prescribed under the SEBI ICDR Regulations and other Applicable Law, and for the remaining Bid Amount (in cases where the Anchor Investor Allocation Price is lower than the Offer Price), on or prior to the Anchor Investor Pay-in Date; and it acknowledges that if the relevant Bid Amounts are not deposited within the time period stipulated herein, then such Bids are liable to be rejected;
(xxii) the Members of the Syndicate or any of their Sub-Syndicate Members shall enter details of a Bidder in the electronic bidding system as specified in the Red ▇▇▇▇▇▇▇ Prospectus, the Preliminary Offering Memorandum, the SEBI ICDR Regulations and any circular issued by the SEBI from time to time;
(xxiii) it shall ensure that all records of the Bids including the ASBA Forms (submitted by the Syndicate ASBA Bidders), together with supporting documents, are maintained and forwarded to the SCSBs, except in relation to Bids from UPI Bidders, within the time periods specified by the Stock Exchanges or the SEBI ICDR Regulations, the SEBI Process Circulars or UPI Circulars;
(xxiv) except for UPI Bidders, it shall ensure that it has affixed its stamp on each Bid cum Application Form forwarded by it to SCSBs or Escrow Collection Banks or the Registrar, as applicable, under “Broker’s/ SCSB Branch’s Stamp / RTA /CDP” (as applicable) as an acknowledgement of upload of the Bid in the electronic bidding system of the Stock Exchanges; Bid cum Application Forms (except electronic Bid cum Application Forms) that do not bear Exchanges in the format specified on a regular basis in compliance with the SEBI ICDR Regulations, and within such stamp are liable to be rejected. It is however clarified that Bids time as permitted by Anchor Investors do not get uploaded on electronic bidding system of the Stock Exchanges on and the Anchor Investor Bidding DateSEBI ICDR Regulations;
(xxv) in relation to the Bids procured from Anchor Investors, the BRLMs shall be responsible for providing a schedule (including application number, payment instrument number/ RTGS / NEFT/ UTR control number and Bid Amount paid by Anchor Investors) to the Escrow Collection Bank during the Anchor Investor Bid/ Offer Period or any other period as agreed among the BRLMs in consultation with the Registrar to the Offer;
(xxvi) it shall provide the Registrar to the Offer with a daily record, with a separate section for each of its bidding centers and those of its Sub-Syndicate Members, details relating to the Bid cum Application Forms received from the Bidders, details regarding registration of the Bids and Bid Amounts (other than Bids collected by SCSBs, CDPs, RTAs and Registered Brokers). This record (except Bids by Anchor Investors, and Bids by UPI Bidders using the UPI mechanism) shall be made available to the Registrar no later than 5 p.m. IST on any given day, or any such time permissible under Applicable Law, as agreed w
Appears in 1 contract
Sources: Syndicate Agreement
RESPONSIBILITIES OF THE MEMBERS OF THE SYNDICATE.
3.1 Each Member of the Syndicate hereby, severally and not jointly, represents and warrants to the Company, each of the Selling Shareholders and to the other Parties, in relation to the Offer, that (a) it is an intermediary registered with SEBI and has a valid SEBI registration certificate for acting as a Member of the Syndicate (“Registration Certificate”) and has not been debarred or prohibited from acting as an intermediary by SEBISEBI or any other regulatory authority; and in the event of withdrawal or cancellation of their Registration Certificate, such Member of the Syndicate shall promptly inform the fact of such withdrawal or cancellation to other Parties; and (b) this Agreement has been duly authorized, executed and delivered by it, and is a valid and legally binding obligation of such Member of the Syndicate and is enforceable against such Member of the Syndicate in accordance with the terms of this AgreementAgreement and Applicable Law.
3.2 Subject to Clauses 3.3, 3.4 and 3.5 below, each of the Members of the Syndicate shall have the following responsibilities and obligations in relation to the Offer, and each Member of the Syndicate hereby severally (and not jointly, or jointly and severally) represents, warrants, agrees, covenants and undertakes to the Company, the Selling Shareholders and other Members of the Syndicate on behalf of itself, and to the extent relevant, its respective Sub-Syndicate Members that:
(i) it, or the respective Sub-Syndicate Member appointed by it, shall be responsible for collection of Bids (including Bids using the UPI Mechanism) from the ASBA Bidders bidding through any Member of the Syndicate or their respective Sub-Syndicate Members (other than Bids directly submitted to the SCSBs or Bids collected by Registered Brokers at the Broker Centres, CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations or the Bids submitted by the Anchor Investors to the BRLMs), only at the Specified Locations, as applicable, in the manner specified in this Agreement, the SEBI ICDR Regulations, the Offer Documents, the terms of the Bid cum Application Form, Allotment Advice, other Applicable Laws and instructions issued jointly by the BRLMs and the Registrar to the Offer. Provided that in the event of any failure of Bids on account of any non-bidding, error, fraud or malpractice by the relevant SCSB with whom such Syndicate ASBA Bid was submitted, deposited or forwarded by the Members of the Syndicate, the Member of the Syndicate shall not be liable and the relevant SCSB shall be responsible for the same;
(ii) it shall follow all instructions issued by the BRLMs and the Registrar to the Offer, in accordance with Applicable Law and this Agreement, in dealing with the Bid cum Application Forms including with respect to (a) the Bids submitted by QIBs (including Anchor Investors which shall be in accordance with Clause 3.5 below) and (b) the Bids submitted through their respective Sub-Syndicate Members, as applicable, at Specified Locations;
(iii) all Bids (other than Bids by UPI Bidders) shall be submitted to an SCSB for uploading and blocking of the funds and uploading on the electronic bidding platform of the Stock Exchanges;.
(iviii) any Bids submitted by the Syndicate/ their respective Sub-Syndicate Members to an SCSB shall be made on a special Bid cum Application Form and the heading/ watermark “Syndicate ASBA” must be used by the Syndicate/ Sub-Sub- Syndicate Member along with the SM Code syndicate member code and Broker Code broker code mentioned on such special Bid cum Application Form to be eligible for brokerage on Allotment. However, any such special Bid cum Application Forms used for Bids by UPI Bidders shall not be eligible for brokerage.
(iv) it will not accept Bid cum Application Forms from Bidders using UPI as a payment mechanism if they are not in accordance with the UPI Circulars
(v) it shall follow all instructions issued by the BRLMs and the Registrar to the Offer in dealing with the Bid cum Application Forms including with respect to (a) the Bids submitted by QIBs (including Anchor Investors) which shall be in accordance with Clause 3.5 below and (b) the Bids submitted through their respective Sub-Syndicate Members, as applicable;
(vvi) it agrees and acknowledges that the Bids by Anchor Investors shall be submitted at the select offices of the BRLMs and shall not be collected by the Syndicate MembersMember;
(vivii) it shall procure Bid cum Application Forms from ASBA Bidders bidding through any Member of the Syndicate or their respective Sub-Syndicate Members, as applicable, only at the Specified Locations;
(viiviii) it shall accept Bids from Bidders (other than Anchor Investors) only through ASBA process in terms of the SEBI Process Circulars. Bids through any other modes (other than Bids submitted by Anchor Investors) shall be treated as invalid and be rejected. If it accepts any Bids through modes other than ASBA process (other than Bids submitted by Anchor Investors), it shall be solely responsible for any consequences arising as a result of accepting such Bid and for resolving any investor grievances arising as a result thereof;
(viiiix) it shall not register/upload any Bid without first accepting the duly filled Bid cum Application Form in writing (writing; including via facsimile)electronic means, from the Bidder, whether in India or abroad; it shall be responsible for the completion and accuracy of all details (including the correct UPI ID for Bids by UPI Bidders) to be entered into the electronic bidding system of the Stock Exchanges based on the filled in Bid cum Application Form received by it including the correct UPI ID of the UPI Bidders and, subject to Clause 2.42.3, shall be responsible for any default, mistake or error in the Bid details uploaded by it it, or subsequent corrections including the UPI related details (as applicable) details, if such default, mistake or error are not solely attributable to it and in resolving investor grievances arising from such errors, if such errors are solely attributable to it; it shall ensure that the required documents are attached to the Bid cum Application Form prior to uploading any Bid including Bids by UPI BiddersBid, and it shall ensure that such Bids and UPI IDs (as applicable) are uploaded on the electronic bidding systems of the Stock Exchanges on a regular basis during the Bid/ Offer Period in compliance with the SEBI ICDR Regulations and SEBI Process CircularRegulations, and within such time as permitted by the Stock Exchanges and the SEBI ICDR Regulations; it shall forward a schedule in the format prescribed under the UPI Circulars along with the Bid cum Application Form (carrying its identification mark), other than Bids by UPI Bidders under the UPI Mechanism, to the branch of the respective SCSBs for blocking of funds, within such time as permitted by the Stock Exchanges and Applicable Law or within such other timeline as prescribed under the UPI Circulars;
(ixx) it shall, after uploading the Bid, affix a stamp and shall give an acknowledgment, either by way of a counterfoil acknowledgment or specifying specify the application number to the Bidder as proof of having accepted the Bid cum Application Form in physical or electronic form, respectively, in accordance with Applicable Law. Further, it shall retain the physical Bid cum Application Forms submitted by UPI Bidders Investors using UPI as a payment mechanism for a period of six months or such other period as may be prescribed, and shall thereafter forward such forms to the Company / Company/ Registrar; and shall maintain electronic records related to electronic Bid cum Application Forms submitted by such UPI Bidders Investors for a minimum period of three years or such other period as may be prescribed under Applicable Law;
(x) it will enter each Bid and UPI ID (if applicable) option into the electronic bidding system as a separate Bid within the timelines prescribed by SEBI and generate a transaction registration slip for each price and demand option and give the same to the Bidder on request;
(xi) it shall accept and upload Bids by ASBA Bidders only during the Bid/ Offer Period. In case of Anchor Investors, the BRLMs shall accept Bids only during the Anchor Investor Bid/ Offer Period as applicable Period;
(xii) it shall ensure that the “Do’s”, “Don’ts” and as “Grounds for Technical Rejection” specified in the General Information Document, Red ▇▇▇▇▇▇▇ Prospectus and Preliminary Offering Memorandum are addressed in accordance with the Applicable Lawsany Bid cum Application Forms collected by them;
(xiixiii) at the end of each day during the Bid/ Bid/Offer Period, the demand for the Equity Shares (excluding the allocation made to the Anchor Investors during the Anchor Investor Bid/ Bid/Offer Period) and the Bid prices shall be displayed on an online graphical display at its Bidding terminals, for information to the public;
(xiiixiv) it agrees that Anchor Investors shall upload/submit their Bids only through the BRLMs or their AffiliatesBRLMs. No other Member of the Syndicate shall solicit orders or collect Bids from any Anchor Investors. It agrees that the Members of the Syndicate (only in the Specified Locations) have the right to accept or reject Bids by QIBs (other than Anchor Investors). Further, Bids from QIBs can also be rejected, by the Company in consultation with the BRLMs, rejected on technical grounds or such grounds as described in the Offer Documents, in compliance with Applicable Law. Bids from Non-Institutional Bidders, Bidders and Retail Individual Bidders and UPI Bidders can be rejected on technical grounds only as described in the Offer Documents, in compliance with Applicable Law. It shall not accept any Bids (other than from Anchor Investors and Bids using the UPI mechanism)that Investors) that are not made through the ASBA process and shall be treated as invalid and liable to be rejectedprocess. UPI Bidders using UPI Mechanism, may also submit their ASBA Forms with the Registered Brokers, RTA or Depository Participants;
(xivxv) no Member of the Syndicate shall accept any Bids from any Overseas Corporate Body;
(xv) it shall procure ASBA Forms from Syndicate ASBA Bidders only at the Specified Locations;
(xvi) it shall ensure availability of adequate infrastructure and other facilities for Biddingfacilities, and that including at least one of the members of the Syndicate shall be present at the Specified Locations so that there is least one electronically linked computer terminal, for the purpose of Bidding and for data entry of the Bids in a timely manner at all the Specified Locations;
(xvii) except in relation to the Bids received from Anchor Investors, Bids and any revisions in Bids will be accepted only between 10.00 a.m. and 5.00 p.m. (Indian Standard Time) during the Bid/ Offer Period at the Specified Locations (except on Bid/ Offer Closing Date, which for QIBs may be one Working Day prior to the Bid/ Offer Closing Date for other categories of Bidders). On the Bid/ Offer Closing Date, Bids and any revisions in Bids will only be accepted between 10.00 a.m. (Indian Standard Time) and 3.00 p.m. (Indian Standard Time). On the Bid/ Offer Closing Date Bids shall be uploaded until (i) 4.00 p.m. (Indian Standard Time) in case of Bids by QIBs and Non-Institutional Investors; and (ii) until 5.00 p.m. (Indian Standard Time) or such extended time as permitted by the Stock Exchanges, in case of Bids by Retail Individual Bidders Bidders, after taking into account the total number of applications received up to the closure of timings and reported by the BRLMs to the Stock Exchanges. Bids will be accepted only on Working Days. The CompanyCompany may, in consultation with the Book Running Lead Managers may Managers, consider closing the Bid / Offer Period for QIBs one day prior to the Bid / Offer Closing Date in accordance with the SEBI ICDR Regulations. Any revision in the uploading time instructed by the Stock Exchanges shall be communicated to the Sub-Syndicate Members who in turn shall communicate such revision to their agents. It is clarified that Bids not uploaded on the electronic bidding system would be considered rejected. Bids by ASBA Bidders shall be uploaded in the electronic system to be provided by the Stock Exchanges by Designated Intermediaries in case of any discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical or electronic ASBA Form, for a particular Bidder, the details of the Bid file received from Stock Exchanges may be taken as final data for the purposes of Allotment.;
(xviii) it shall ensure that its Sub-Syndicate Members shall, as applicable and in accordance with the UPI Circulars, enter the following details of an ASBA Bidder who submits an ASBA Bid at the Specified Locations in the electronic bidding system: (a) symbol; (b) intermediary code; (c) intermediary name; (d) location code; (e) name of the bidder; (f) name of the bank; (g) bank code; (h) category – individual, corporate, QIB, eligible NRI, etc.; (i) PAN (of the sole/first Bidder); (j) number of Equity Shares Bid for; (k) price per Equity Share; (l) Bid cum Application Form number; (m) DP ID and Client ID; (n) quantity; (o) amount; (p) order number; (q) depository of the beneficiary account of the Bidder; and (r) UPI ID. For Anchor Investors, the BRLMs shall enter details of the respective Anchor Investor Bid Amount as well as the payment reference;
(xix) it and its Sub-Syndicate Members, if any, shall undertake necessary modifications of select fields in the Bid details, already uploaded by it during the Bid/Offer Period, in compliance with Applicable Law, including the UPI Circulars and the Exchange Circulars;
(xx) it shall provide the identification numbers (terminal IDs) of all Specified Locations and those of its Sub-Syndicate Members, if any, to the Registrar to the Offer together with such other information that may be necessary to enable the Registrar to the Offer to keep a record of the bidding at each such bidding center at the end of each day during the Bid/ Offer Period;
(xxi) it shall register and upload the Bids received by it and its Sub-Syndicate Members, onto the electronic bidding system as soon as practicable on the same Working Day on which the Bids are received (subject to the Stock Exchanges permitting such upload on the same Working Day). The BRLMs will instruct the Anchor Investors to deposit their Bid Amounts into the Escrow Accounts of the Company maintained with the designated Escrow Collection Banks for Anchor Investors, on the same day on which the Bid was received or any other period as agreed with the BRLMs in consultation with the Registrar to the Offer within the time period prescribed under the SEBI ICDR Regulations and other Applicable Law, and for the remaining Bid Amount (in cases where the Anchor Investor Allocation Price is lower than the Offer Price), on or prior to the Anchor Investor Pay-in Date; and it acknowledges that if the relevant Bid Amounts are not deposited within the time period stipulated herein, then such Bids are liable to be rejected;
(xxii) the Members of the Syndicate or any of their Sub-Syndicate Members shall enter details of a Bidder in the electronic bidding system as specified in the Red ▇▇▇▇▇▇▇ Prospectus, the Preliminary Offering Memorandum, the SEBI ICDR Regulations and any circular issued by the SEBI from time to time;
(xxiii) it shall ensure that all records of the Bids including the ASBA Forms (submitted by the Syndicate ASBA Bidders), together with supporting documents, are maintained and forwarded to the SCSBs, except in relation to Bids from UPI Bidders, within the time periods specified by the Stock Exchanges or the SEBI ICDR Regulations, the SEBI Process Circulars or UPI Circulars;
(xxiv) except for UPI Bidders, it shall ensure that it has affixed its stamp on each Bid cum Application Form forwarded by it to SCSBs or Escrow Collection Banks or the Registrar, as applicable, under “Broker’s/ SCSB Branch’s Stamp / RTA /CDP” (as applicable) as an acknowledgement of upload of the Bid in the electronic bidding system of the Stock Exchanges; Bid cum Application Forms (except electronic Bid cum Application Forms) that do not bear such stamp are liable to be rejected. It is however clarified that Bids by Anchor Investors do not get uploaded on electronic bidding system of the Stock Exchanges on the Anchor Investor Bidding Date;
(xxv) in relation to the Bids procured from Anchor Investors, the BRLMs shall be responsible for providing a schedule (including application number, payment instrument number/ RTGS / NEFT/ UTR control number and Bid Amount paid by Anchor Investors) to the Escrow Collection Bank during the Anchor Investor Bid/ Offer Period or any other period as agreed among the BRLMs in consultation with the Registrar to the Offer;
(xxvi) it shall provide the Registrar to the Offer with a daily record, with a separate section for each of its bidding centers and those of its Sub-Syndicate Members, details relating to the Bid cum Application Forms received from the Bidders, details regarding registration of the Bids and Bid Amounts (other than Bids collected by SCSBs, CDPs, RTAs and Registered Brokers). This record (except Bids by Anchor Investors, and Bids by UPI Bidders using the UPI mechanism) shall be made available to the Registrar no later than 5 p.m. IST on any given day, or any such time permissible under Applicable Law, as agreed w
Appears in 1 contract
Sources: Syndicate Agreement
RESPONSIBILITIES OF THE MEMBERS OF THE SYNDICATE. 4.1 The Parties acknowledge that pursuant to SEBI ICDR Regulations and the SEBI Process Circulars, all Bidders (other than Anchor Investors) are required to mandatorily submit their Bids and participate in the Offer through the ASBA process and all Syndicate ASBA Bidders that are UPI Bidders are required to mandatorily Bid through the UPI Mechanism. Any Retail Individual Bidder whose Bid has not been considered for Allotment, due to failures on the part of the SCSB may seek redressal from the concerned SCSB within three months of the listing date in accordance with the June 2023 Master Circular.
3.1 4.2 Each Member member of the Syndicate hereby, severally and not jointly, represents and warrants to the Company, Company and each of the Promoter Selling Shareholders and to the other PartiesShareholders, in relation to the Offer, that Offer that: (a) it is an intermediary registered with SEBI and has a valid SEBI registration certificate for acting as a Member of the Syndicate (“Registration Certificate”) and has not been debarred or prohibited from acting as an intermediary by SEBIcertificate; and in the event of withdrawal or cancellation of their Registration Certificate, such Member of the Syndicate shall promptly inform the fact of such withdrawal or cancellation to other Parties; and (b) this Agreement has been duly authorized, executed and delivered by it, and is a valid and legally binding obligation of such Member member of the Syndicate in accordance with the terms of this AgreementSyndicate; and (c) it has not been debarred or prohibited from acting as an intermediary by SEBI.
3.2 4.3 Subject to Clauses 3.3, 3.4 and 3.5 Clause 4.4 below, each of the Members members of the Syndicate shall have the following responsibilities and obligations in relation to the Offer, and each Member member of the Syndicate hereby severally (and not jointly, or jointly and severally) represents, warrants, agrees, covenants and undertakes to the Company, the Selling Shareholders and other Members members of the Syndicate Syndicate, on behalf of itselfitself for the Bids procured by it, and to the extent relevant, its respective Sub-Syndicate Members thatsyndicate Members:
(i) it, or the respective Sub-Syndicate Member appointed by it, shall be responsible for collection of Bids (including Bids using the UPI Mechanism) from the Syndicate ASBA Bidders bidding through any Member of and the Syndicate or their respective Sub-Syndicate Members (other than Bids directly submitted to the SCSBs or Bids collected by Registered Brokers at the Broker Centres, CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations or the Bids submitted by Lead Managers shall be responsible for instructing the Anchor Investors to deposit Bid Amount in the BRLMs), only at Escrow Account and collection of Bids and deposit the Specified Locations, as applicable, Bid Amount in the Escrow Account in the manner specified in this Agreement, the SEBI ICDR RegulationsRegulations and any other Applicable Law, the Offer DocumentsRed ▇▇▇▇▇▇▇ Prospectus, the terms of Prospectus, the Preliminary Offering Memorandum, the Offering Memorandum, Bid cum Application Form, other Applicable Laws and instructions issued jointly by the BRLMs Form and the Registrar to the OfferAllotment Advice as applicable. Provided however that the Syndicate Member shall not be liable, in the event of any failure of Bids on account of any non-bidding, error, fraud or malpractice by the relevant SCSB with whom such Syndicate syndicate ASBA Bid was submitted, deposited or forwarded by the Members of the Syndicate, the Member of the Syndicate shall not be liable and the relevant SCSB shall be responsible for the same;.
(ii) it shall follow all instructions issued by the BRLMs and the Registrar to the Offer, in accordance with Applicable Law and this Agreement, in dealing with the Bid cum Application Forms including with respect to (a) the Bids submitted by QIBs (including Anchor Investors which shall be in accordance with Clause 3.5 below) and (b) the Bids submitted through their respective Sub-Syndicate Members, as applicable, at Specified Locations;
(iii) all Bids (other than Bids by UPI Bidders) shall be submitted to an SCSB for uploading and blocking of the funds and uploading on the electronic bidding platform of the Stock Exchanges;.
(iviii) any Bids submitted it shall follow all instructions issued by the Syndicate/ their respective Sub-Syndicate Members to an SCSB shall be made on a special Bid cum Application Form Lead Managers and the heading/ watermark “Syndicate ASBA” must be used by the Syndicate/ Sub-Syndicate Member along Registrar in dealing with the SM Code and Broker Code mentioned on such special Bid cum Application Form to be eligible for brokerage on Allotment. However, any such special Bid cum Application Forms used for (including with respect to Bids by UPI Bidders shall not be eligible for brokerage;
(v) it agrees and acknowledges that the Bids by Anchor Investors shall be submitted at the select offices of the BRLMs and shall not be collected by the Syndicate Members;
(vi) it shall procure Bid cum Application Forms from ASBA Bidders bidding through any Member of and the Syndicate Anchor Investors) procured by it or their its respective Sub-Syndicate Members, as applicableif any, only at the Specified Locations;.
(vii) it shall accept Bids from Bidders (other than Anchor Investors) only through ASBA process in terms of the SEBI Process Circulars. Bids through any other modes (other than Bids submitted by Anchor Investors) shall be treated as invalid and be rejected. If it accepts any Bids through modes other than ASBA process (other than Bids submitted by Anchor Investors), it shall be solely responsible for any consequences arising as a result of accepting such Bid and for resolving any investor grievances arising as a result thereof;
(viiiiv) it shall not register/upload any Bid without first accepting the duly filled Bid cum Application Form in writing (including via facsimile), from the ASBA Bidder, whether in India or abroad; it shall be responsible for the completion and accuracy of all details (including the correct UPI ID for Bids by UPI Bidders) to be entered into the electronic bidding system of the Stock Exchanges based on the filled in Bid cum Application Form received by it including the correct UPI ID of the UPI Bidders Bidder and, subject to Clause 2.42.3, shall be responsible for any default, error or mistake or error in the Bid details uploaded by it or subsequent corrections including the UPI related details (as applicable) if such default, mistake or error are solely attributable to it and in resolving investor grievances arising from such errors, if such errors are solely attributable to it; it in terms of the SEBI Circulars.
(v) it shall ensure that the required documents are attached to the Bid cum Application Form prior to uploading uploading/submitting any Bid including Bids by UPI BiddersBid, and it shall ensure that such Bids and UPI IDs (as applicable) are uploaded on the electronic bidding systems of the Stock Exchanges on a regular basis during the Bid/ Bid/Offer Period in compliance with the SEBI ICDR Regulations and SEBI Process CircularUPI Circulars, and within such time as permitted by the Stock Exchanges and the SEBI ICDR Regulations; it shall forward a schedule in the format prescribed under the SEBI UPI Circulars along with the Bid cum Application Form (carrying its identification markmark irrespective of the terminal from which the Bid has been uploaded), other than Bids by UPI Bidders under the UPI Mechanism, to the branch of the respective SCSBs for blocking of funds, within such time as permitted by the Stock Exchanges and Applicable Law or within such other timeline as prescribed under the SEBI UPI Circulars;.
(ixvi) it shall, after uploading the Bid, affix a stamp and give an acknowledgment, either by way of a counterfoil or specifying the application number to the Bidder as proof of having accepted the Bid cum Application Form in physical or electronic form, respectively, in accordance with Applicable Law. Further, it shall retain the physical Bid cum Application Forms submitted by UPI Bidders using UPI as a payment mechanism for a period of six months or such other period as may be prescribed, and shall thereafter forward such forms to the Company / RegistrarCompany; and shall maintain electronic records related to electronic Bid cum Application Forms submitted by such UPI Bidders for a minimum period of three years or such other period as may be prescribed under Applicable Law;.
(xvii) it will enter each Bid option and UPI ID (if applicable) option into the electronic bidding system as a separate Bid within the timelines such time as may be prescribed by SEBI and generate a transaction registration slip an Acknowledgement Slip for each price and demand option and give such Acknowledgement Slip to the same Bidder. It shall also furnish an Acknowledgement Slip to the Bidder on request;.
(xiviii) it shall register and upload the Bids received by it and its Sub-Syndicate Members, in relation thereto such as UPI ID, onto the electronic bidding system as soon as practicable on the same Working Day on which the Bids are received (subject to the Stock Exchanges permitting such upload on the same Working Day) and where the same is not possible to register and upload the Bid on the next Working Day and before the Bid/ Offer Closing Date.
(ix) it shall accept and upload Bids by ASBA Bidders only during the Bid/ Offer Period. In case of Anchor Investors, the BRLMs shall accept Bids only during the Anchor Investor Bid/ Bid/Offer Period as applicable and as specified in the Red ▇▇▇▇▇▇▇ Prospectus and in accordance with Applicable Law. The members of the Applicable Laws;
(xii) at Syndicate shall indicate any revision in Price Band or change in Bid/Offer Period on the end relevant website and the terminals of each day during the Bid/ Offer Periodmembers of the Syndicate, pursuant to any public notice that may be released by the Company in this regard. In case of Anchor Investors, the demand for the Equity Shares (excluding the allocation made to the Anchor Investors during Lead Managers shall accept Bids only on the Anchor Investor Bid/ Offer Period) and the Bid prices shall be displayed on an online graphical display at its Bidding terminals, for information to the public;Date.
(xiiix) it agrees that Anchor Investors shall upload/submit their Bids only through the BRLMs Lead Managers or their Affiliatesrespective affiliates. No other Member member of the Syndicate shall solicit orders or collect Bids from any Anchor Investors. It agrees that the Members members of the Syndicate (only in the Specified Locations) have the right to accept or reject Bids by QIBs (other than Anchor Investors). Further, Bids from QIBs can also be rejected, rejected by the Company Company, in consultation with the BRLMs, Lead Managers on technical grounds or such grounds as described in the Offer Documents, in compliance with the Applicable Law. Bids from Non-Institutional Bidders, Retail Individual Bidders and UPI Bidders can be rejected on technical grounds only as described in the Offer Documents, in compliance with Applicable Lawonly. It shall not accept any Bids (other than from Anchor Investors and Bids using the UPI mechanism)that Investors) that are not made through the ASBA process and shall be treated as invalid and liable to be rejectedprocess. UPI Bidders using UPI Mechanismmechanism, may also submit their ASBA Forms with the Registered Brokers, RTA or Depository Participants;.
(xivxi) no Member member of the Syndicate shall accept any Bids from any Overseas Corporate Body;.
(xvxii) it shall procure ASBA Forms from Syndicate ASBA Bidders only at the Specified Locations;.
(xvixiii) it shall ensure the availability of adequate infrastructure and other facilities for Biddingfacilities, and that including at least one of the members of the Syndicate shall be present at the Specified Locations so that there is least one electronically linked computer terminal, terminal at all the Specified Locations is available for the purpose of Bidding and for data entry of the Bids in a timely manner at all the Specified Locations;manner.
(xviixiv) except in relation to the Bids received from Anchor Investors, Bids and any revisions in Bids will be accepted only between 10.00 10:00 a.m. IST and 5.00 5:00 p.m. (Indian Standard Time) IST during the Bid/ Bid/Offer Period (except on the Bid/Offer Closing Date) at the Specified Locations (except on Bid/ Offer Closing Date, which for QIBs may be one Working Day prior to the Bid/ Offer Closing Date for other categories of Bidders)Locations. On the Bid/ Bid/Offer Closing Date, Bids and any revisions in Bids will only be accepted between 10.00 10:00 a.m. (Indian Standard Time) IST and 3.00 3:00 p.m. (Indian Standard Time). On the Bid/ Offer Closing Date Bids shall be IST and uploaded until (i) 4.00 4:00 p.m. (Indian Standard Time) IST in case of Bids by QIBs and Non-Institutional InvestorsBidders; and (ii) until 5.00 5:00 p.m. (Indian Standard Time) IST or such extended time as permitted by the Stock Exchanges, in case of Bids by Retail Individual Bidders after taking into account the total number of applications received up to the closure of timings and reported by the BRLMs Lead Managers to the Stock Exchanges. Bids will be accepted only on Working Days. The CompanyCompany may, in consultation with the Book Running Lead Managers may Managers, consider closing the Bid / Offer Period for QIBs one day Working Day prior to the Bid / Offer Closing Date in accordance with the SEBI ICDR Regulations. Bids will be accepted only on Working Days. Any revision in the uploading time instructed by the Stock Exchanges shall be communicated to the Sub-Sub- Syndicate Members who in turn shall communicate such revision to their agents. .
(xv) It is clarified that Bids not uploaded on the electronic bidding system would be considered rejected. Due to limitation of time available for uploading Bids on the Bid / Offer Closing Date, Bidders are advised to submit Bids one day prior to the Bid / Offer Closing Date and, in any case, no later than the time specified by the Syndicate on the Bid / Offer Closing Date. If a large number of Bids are received on the Bid / Offer Closing Date, as is typically experienced in public issues, which may lead to some Bids not being uploaded due to lack of sufficient time to upload, such Bids that cannot be uploaded on the electronic bidding system will not be considered for allocation in the Offer. Bids will be accepted only on Working Days. Bids by ASBA Bidders shall be uploaded in the electronic system to be provided by the Stock Exchanges by for the Designated Intermediaries Intermediaries; in case of any discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical or electronic ASBA Form, for a particular Bidder, the details of the Bid file received from Stock Exchanges may be taken as final data for the purposes of Allotment;.
(xviiixvi) it shall ensure that its Sub-Syndicate Members shall, as applicable and in accordance with the SEBI UPI Circulars, enter the following details of an ASBA Bidder who submits an ASBA Bid at the Specified Locations in the electronic bidding system: (a) symbol; (b) intermediary code; (c) intermediary name; (d) location code; (e) name of the bidder; (f) name of the bank; (g) bank code; (h) category – individual, corporate, QIB, eligible NRI, etc.; (i) PAN (of the sole/first Bidder); (j) number of Equity Shares Bid for; (k) price per Equity Share; (l) Bid cum Application Form number; (m) DP ID and Client ID; (n) quantityUPI ID; (o) amountquantity; (p) amount; (q) order number; and (qr) depository of the beneficiary account of the Bidder; and (r) UPI ID. For Anchor Investors, the BRLMs Lead Managers shall enter details of the respective Anchor Investor Bid Amount as well as the payment reference;.
(xixxvii) it and its Sub-Syndicate Members, if any, shall undertake necessary modifications of select fields in the Bid detailsdetails including UPI ID (as applicable), already uploaded by it during the Bid/Offer Period, Period and up to the permissible time on the Working Day following the Bid/Offer Closing Date in terms of and in compliance with Applicable Law, including the SEBI UPI Circulars and Circulars. It shall also be responsible for providing necessary guidance to UPI Bidders for using the Exchange Circulars;UPI Mechanism.
(xxxviii) it shall provide the identification numbers (terminal IDs) of all Specified Locations its Bidding Centres and those of its Sub-Syndicate Members, if any, to the Registrar to the Offer together with such other information that may be necessary to enable the Registrar to the Offer to keep a record of the bidding at each such bidding center Bidding Centre at the end of each day during the Bid/ Bid/Offer Period;.
(xxixix) it shall register and upload the Bids received by it and its Sub-Syndicate Members, onto the electronic bidding system as soon as practicable on the same Working Day on which the Bids are received (subject to the Stock Exchanges permitting such upload on the same Working Day). The BRLMs Lead Managers will instruct the Anchor Investors to deposit their Bid Amounts into the Escrow Accounts of the Company maintained with the designated Escrow Collection Banks for Anchor Investors, on the same day on which the Bid was received or any other period as agreed with the BRLMs Lead Managers in consultation with the Registrar to the Offer within the time period prescribed under the SEBI ICDR Regulations and other Applicable Law, and for the remaining Bid Amount (in cases where the Anchor Investor Allocation Price is lower than the Offer Price), on or prior to the Anchor Investor Pay-in Date; and it acknowledges that if the relevant Bid Amounts are not deposited within the time period stipulated herein, then such Bids are liable to be rejected;. It does not comply with its obligations, within the time period stipulated herein, the relevant Escrow Collection Banks or SCSB, as the case may be, on the advice of the Registrar and/or the Lead Manager, may not accept the relevant Bid Amounts and the Bid cum Application Forms.
(xxiixx) the Members it shall not collect or deposit payment instruments drawn in favor of the Syndicate Company or any other party or account, other than in favor of their Sub-Syndicate Members shall enter details of a Bidder in the electronic bidding system designated Escrow Accounts as specified in the Bid cum Application Form, the Red ▇▇▇▇▇▇▇ Prospectus, Prospectus and the Preliminary Offering Memorandum, the SEBI ICDR Regulations ; and any circular issued by the SEBI from time with respect to time;
(xxiii) it shall ensure that all records of the Bids including the ASBA Forms (submitted by the Syndicate ASBA Bidders), together with supporting documents, are maintained and forwarded to the SCSBs, except in relation to Bids from Bidders who have chosen a non-UPI Bidders, within the time periods specified by the Stock Exchanges or the SEBI ICDR Regulations, the SEBI Process Circulars or UPI Circulars;
(xxiv) except for UPI Bidderspayment mechanism, it shall ensure not accept any ASBA Form without satisfying itself that it has affixed its stamp on each Bid cum Application Form forwarded by it to SCSBs or Escrow Collection Banks or the RegistrarSCSB where the ASBA Account is maintained, as applicablespecified in the ASBA Form, under “Broker’s/ SCSB Branch’s Stamp / RTA /CDP” (as applicable) as an acknowledgement of upload has named at least one designated branch in that Specified Location in which member of the Bid Syndicate or its Sub-Syndicate Members is accepting the ASBA Form or in case the electronic bidding system Syndicate ASBA Bidder has chosen UPI as the mode of payment, the Stock Exchanges; Bid cum Application Forms (except electronic Bid cum Application Forms) that do not bear ASBA Form contains the UPI ID for such stamp are liable Bidder linked to be rejected. It a bank account of an SCSB notified by the SEBI which is however clarified that Bids by Anchor Investors do not get uploaded live on electronic bidding system of the Stock Exchanges on the Anchor Investor Bidding Date;UPI 2.0.
(xxvxxi) in relation to the Bids procured from Anchor Investors, the BRLMs Lead Managers shall be responsible for providing a schedule (including application number, payment instrument number/ RTGS / NEFT/ UTR control number number/ lock-in details and Bid Amount paid by Anchor Investors) to the Escrow Collection Bank during on the Anchor Investor Bid/ Offer Period Bidding Date, or any other period as agreed among the BRLMs Lead Managers in consultation with the Registrar to the Offer;.
(xxvixxii) it shall ensure that it has affixed its stamp in the main body of each Bid cum Application Form forwarded by it to the SCSBs under “Brokers/SCSB/RTA/CDP Branch’s Stamp”, as applicable, as an acknowledgement of upload of the Bid in the electronic bidding system of the Stock Exchanges, except in case of UPI Bidders. Bid cum Application Forms (except electronic Bid cum Application Forms) that do not bear such stamps are liable to be rejected.
(xxiii) it shall provide the Registrar to the Offer with a daily record, with a separate section for each of its bidding centers Bidding Centers and those of its Sub-Syndicate Members, details relating to the Bid cum Application Forms received from the Bidders, details regarding registration of the Bids Bids, and the Bid Amounts Amounts; (other than Bids collected by SCSBs, CDPs, RTAs and Registered Brokers). This record (except Bids by Anchor Investors, and Bids by UPI Bidders using the UPI mechanism) shall be made available to the Registrar no later than 5 p.m. IST on any given day.
(xxiv) it shall take all necessary steps and co-operate with other intermediaries to the Offer, or including the Escrow Collection Bank, the Refund Bank, the Public Offer Bank, the Sponsor Banks (appointed in accordance with the Cash Escrow and Sponsor Bank Agreement) and the Registrar to ensure that the Allotment of the Equity Shares and refund, if any, of any amount collected on the Anchor Investor Bidding Date and the Anchor Investor Pay-in Date, if applicable, and any other post-Offer activities are completed within the time period specified in the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus, the Preliminary Offering Memorandum, the Offering Memorandum and the SEBI ICDR Regulations.
(xxv) it shall be responsible for collection of the ASBA Forms and other documents attached to the ASBA Forms from Syndicate ASBA Bidders at the Specified Locations and deposit such time permissible under Applicable Law, as agreed wASBA Forms (with r
Appears in 1 contract
Sources: Syndicate Agreement
RESPONSIBILITIES OF THE MEMBERS OF THE SYNDICATE.
3.1 Each Member of the Syndicate hereby, severally and not jointly, represents and warrants to the Company, each of the Selling Shareholders and to the other Parties, in relation to the Offer, that that: (a) it is an intermediary registered with SEBI and has a valid SEBI registration certificate for acting as a Member of the Syndicate (“Registration Certificate”) and has not been debarred or prohibited (including ad interim probation) from acting as an intermediary by SEBISEBI or any other regulatory authority; and in the event of such withdrawal or cancellation of their Registration Certificate, such Member of the Syndicate shall promptly inform the fact of such withdrawal or cancellation to all other Parties; and (b) this Agreement has been duly authorized, executed and delivered by it, and is a valid and legally binding obligation of such Member of the Syndicate and is enforceable against such Member of the Syndicate in accordance with the terms of this AgreementAgreement and Applicable Law.
3.2 Subject to Clauses 3.3, 3.4 0 and 3.5 below, each of the Members of the Syndicate shall have the following responsibilities and obligations in relation to the Offer, to the extent applicable, and each Member of the Syndicate hereby severally (and not jointly, or jointly and severally) represents, warrants, agrees, covenants and undertakes to the Company, the Selling Shareholders and other Members of the Syndicate on behalf of itself, and to the extent relevant, its respective Sub-Syndicate Members syndicate Members, to the extent applicable that:
(i) it, or the respective Sub-Syndicate Member appointed by it, shall be responsible for collection of Bids (including Bids using the UPI Mechanism) from the ASBA Bidders bidding through any Member of the Syndicate or their respective Sub-Syndicate Members (other than Bids directly submitted to the SCSBs or Bids collected by Registered Brokers at the Broker Centres, CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations or the Bids submitted by the Anchor Investors to the BRLMs), only at the Specified Locations, as applicable, in the manner specified in this Agreement, the SEBI ICDR Regulations, the Offer Documents, the terms of the Bid cum Application Form, Allotment Advice, other Applicable Laws and instructions issued jointly by the BRLMs and the Registrar to the Offer. Provided , provided that in the event of any failure of Bids on account of any nonJMFS and its respective Sub-bidding, error, fraud or malpractice by the relevant SCSB with whom such Syndicate ASBA Bid was submitted, deposited or forwarded by the Members of the Syndicate, the Member of the Syndicate shall not collect/accept/submit/upload/register or otherwise process any Bids using UPI Mechanism, and such Bids will be liable processed solely by Investec and the relevant SCSB shall be responsible for the sameits respective Sub-Syndicate Member;
(ii) it shall follow all instructions issued by the BRLMs and the Registrar to the Offer, in accordance with Applicable Law and this Agreement, in dealing with the Bid cum Application Forms including with respect to (a) the Bids submitted by QIBs (including Anchor Investors which shall be in accordance with Clause 3.5 below) and (b) the Bids submitted through their respective Sub-Syndicate Members, as applicable, at Specified Locations;
(iii) all Bids (other than Bids by UPI Bidders) shall be submitted to an SCSB for uploading and blocking of the funds and uploading on the electronic bidding platform of the Stock Exchanges;
(iviii) any Bids submitted by the Syndicate/ their respective Sub-Syndicate Members to an SCSB shall be made on a special Bid cum Application Form and the heading/ watermark “Syndicate ASBA” must be used by the Syndicate/ Sub-Sub- Syndicate Member along with the SM Code and Broker Code mentioned on such special Bid cum Application Form to be eligible for brokerage on Allotment. However, any such special Bid cum Application Forms used for Bids by UPI Bidders shall not be eligible for brokerage;
(iv) it will not accept Bid cum Application Forms from Bidders using UPI as a payment mechanism if they are not in accordance with the UPI Circulars;
(v) it agrees and acknowledges that the Bids shall follow all instructions issued by Anchor Investors shall be submitted at the select offices of the BRLMs and the Registrar to the Offer in dealing with the Bid cum Application Forms including with respect to
(a) the Bids submitted by QIBs which shall not be collected by in accordance with Clause 3.5 below and (b) the Bids submitted through their respective Sub-Syndicate Members, as applicable;
(vi) it shall procure Bid cum Application Forms from ASBA Bidders bidding through any Member of the Syndicate or their respective Sub-Syndicate Members, as applicable, only at the Specified Locations;
(vii) it shall accept Bids from Bidders (other than Anchor Investors) only through ASBA process in terms of the SEBI Process Circulars. Bids through any other modes (other than Bids submitted by Anchor Investors) shall be treated as invalid and be rejected. If it accepts any Bids through modes other than ASBA process (other than Bids submitted by Anchor Investors), it shall be solely responsible for any consequences arising as a result of accepting such Bid and for resolving any investor grievances arising as a result thereof;
(viii) it shall not register/upload any Bid without first accepting the duly filled Bid cum Application Form in writing (writing; including via facsimile), from the Bidder, whether in India or abroad; it shall be responsible for the completion and accuracy of all details (including the correct UPI ID for Bids by UPI Bidders) to be entered into the electronic bidding system of the Stock Exchanges based on the filled filled-in Bid cum Application Form received by it including the correct UPI ID of the UPI Bidders and, subject to Clause 2.42.3, shall be responsible for any default, mistake or error in the Bid details uploaded by it or subsequent corrections including the UPI related details (as applicable) if such default, mistake or error are not solely attributable to it and in resolving investor grievances arising from such errors, if such errors are solely attributable to it; it shall ensure that the required documents are attached to the Bid cum Application Form prior to uploading uploading/ submitting any Bid including Bids by UPI BiddersBid, and it shall ensure that such Bids including Bids by UPI Bidders are uploaded on the electronic bidding systems of the Stock Exchanges on a regular basis during the Bid/ Bid/Offer Period in compliance with the SEBI ICDR Regulations and SEBI Process Circular, and within such time as permitted by the Stock Exchanges and the SEBI ICDR Regulations; it shall forward a schedule in the format prescribed under the UPI Circulars along with the Bid cum Application Form (carrying its identification mark), other than Bids by UPI Bidders under the UPI Mechanism, to the branch of the respective SCSBs for bidding and blocking of funds, within such time as permitted by the Stock Exchanges and Applicable Law or within such other timeline as prescribed under the UPI CircularsLaw;
(ix) it shall, after uploading the Bid, affix a stamp and shall give an acknowledgment, either by way of a counterfoil acknowledgment or specifying specify the application number to the Bidder as proof of having accepted the Bid cum Application Form in physical or electronic form, respectively, in accordance with Applicable Law. Further, it shall retain the physical Bid cum Application Forms submitted by UPI Bidders using UPI as a payment mechanism for a period of six months or such other period as may be prescribed, and shall thereafter forward such forms to the Company / Company/ Registrar; and shall maintain electronic records related to electronic Bid cum Application Forms submitted by such UPI Bidders for a minimum period of three years or such other period as may be prescribed under Applicable Law;
(x) it will enter each Bid and UPI ID (if applicable) option into the electronic bidding system as a separate Bid within the timelines prescribed by SEBI and generate a transaction registration slip for each price and demand option and give the same to the Bidder on request;
(xi) it shall accept and upload Bids by ASBA Bidders only during the Bid/ Offer Period. In case of Anchor Investors, the BRLMs shall accept Bids only during the Anchor Investor Bid/ Offer Period Bidding Date;
(xi) it shall enter each Bid option and UPI Id (if applicable) into the electronic bidding system as a separate Bid with such time as may be prescribed from time to time as per applicable law and as generate a transaction registration slip/acknowledgement slip for each price and demand option and give the same to the Bidder on request;
(xii) it shall ensure that the “Do’s”, “Don’ts” and “Grounds for Technical Rejection” specified in the Red ▇▇▇▇▇▇▇ Prospectus and Preliminary Offering Memorandum are addressed in accordance with the Applicable Lawsany Bid cum Application Forms collected by them;
(xiixiii) at the end of each day during the Bid/ Bid/Offer Period, the demand for the Equity Shares (excluding the allocation made to the Anchor Investors during the Anchor Investor Bid/ Offer PeriodBidding Date) and the Bid prices shall be displayed on an online graphical display at its Bidding terminals, for information to the public;
(xiiixiv) it agrees that Anchor Investors shall upload/submit their Bids only through the BRLMs or at their Affiliatesselect offices. No other Member of the Syndicate shall solicit orders or collect Bids from any Anchor Investors. It agrees that the Members of the Syndicate (only in the Specified Locations) have the right to accept or reject Bids by QIBs (other than Anchor Investors). Further, Bids from QIBs can also be rejected, rejected by the Company Company, in consultation with the BRLMs, on technical grounds or such grounds as described in the Offer Documents, in compliance with Applicable Law. Bids from Non-Institutional Bidders, Bidders and Retail Individual Bidders and UPI Bidders can be rejected on technical grounds only as described in the Offer Documents, in compliance with Applicable Law. It shall not accept any Bids by Bidders (other than from Anchor Investors and Bids using the UPI mechanism)that are not made Mechanism), other than through the ASBA process and shall be treated as invalid and liable to be rejected. UPI Bidders using UPI Mechanism, may also submit their ASBA Forms with the Registered Brokers, RTA RTAs, Syndicate Members (or Sub-Syndicate Members) or Depository Participants;
(xivxv) no Member of the Syndicate shall accept any Bids from any Overseas Corporate Body;
(xvxvi) it shall procure ASBA Forms from Syndicate ASBA Bidders only at the Specified Locations;
(xvixvii) it shall ensure availability of adequate infrastructure and other facilities for Bidding, and that including at least one of the members of the Syndicate shall be present at the Specified Locations so that there is least one electronically linked computer terminal, for the purpose of Bidding and for data entry of the Bids in a timely manner manner, at all the Specified Locations;
(xviixviii) except in relation to the Bids received from Anchor Investors, Bids and any revisions in Bids will be accepted only between 10.00 a.m. IST and 5.00 p.m. (Indian Standard Time) IST during the Bid/ Offer Period at the Specified Locations (Locations, except on Bid/ Offer Closing Date, Date (which for QIBs may be one Working Day prior to the Bid/ Bid/Offer Closing Date for other categories of Bidders), and which shall be in no event later than timelines as stated in the UPI Circulars. On the Bid/ Offer Closing Date, Bids and any revisions in Bids will only be accepted between 10.00 a.m. (Indian Standard Time) IST and 3.00 p.m. (Indian Standard Time)IST, and which shall be in no event later than timelines as stated in the UPI Circulars. On the Bid/ Offer Closing Date Bids shall be uploaded until (i) 4.00 p.m. (Indian Standard Time) IST in case of Bids by QIBs and Non-Non- Institutional InvestorsBidders; and (ii) until 5.00 p.m. (Indian Standard Time) or such extended time IST, and which shall be in no event later than timelines as stated in the UPI Circulars and timelines as permitted by the Stock Exchanges, in case of Bids by Retail Individual Bidders Bidders, after taking into account the total number of applications received up to the closure of timings and reported by the BRLMs to the Stock Exchanges. Bids will be accepted only on Working Days. The CompanyCompany and Selling Shareholders may, in consultation with the Book Running Lead Managers may Managers, consider closing the Bid / Offer Period for QIBs one day prior to the Bid / Offer Closing Date in accordance with the SEBI ICDR Regulations. Any revision in the uploading time instructed by the Stock Exchanges shall be communicated to the Sub-Syndicate Members who in turn shall communicate such revision to their agents. It is clarified that Bids not uploaded on the electronic bidding system would be considered rejected. Due to limitation of time available for uploading Bids on the Bid/ Offer Closing Date, Bidders shall be advised to submit Bids one day prior to the Bid/ Offer Closing Date and, in any case, no later than 1.00 p.m. (Indian Standard Time) on the Bid/ Offer Closing Date, and which shall be in no event later than timelines as stated in the UPI Circulars. If a large number of Bids are received on the Bid/ Offer Closing Date, as is typically experienced in public issues, which may lead to some Bids not being uploaded due to lack of sufficient time to upload, such Bids that cannot be uploaded on the electronic bidding system will not be considered for allocation in the Offer. The Company, the Selling Shareholders and the members of the Syndicate will not be responsible for any failure in uploading Bids due to faults in any hardware/ software system or otherwise. Bids by ASBA Bidders shall be uploaded in the electronic system to be provided by the Stock Exchanges by Designated Intermediaries in case of any discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical or electronic ASBA Form, for a particular Bidder, the details of the Bid file received from Stock Exchanges may be taken as final data for the purposes of Allotment;
(xviiixix) it shall ensure not collect or deposit payment instruments drawn in favor of the Company or any other party or account, other than in favor of the designated Escrow Accounts as specified in the Bid cum Application Form, the Red ▇▇▇▇▇▇▇ Prospectus and the Preliminary Offering Memorandum; and with respect to Bids by the Syndicate ASBA Bidders who have chosen a non-UPI payment mechanism, it shall not accept any ASBA Form without satisfying itself that the SCSB where the ASBA Account is maintained, as specified in the ASBA Form, has named at least one Designated Branch in that Specified Location in which member of the Syndicate or its Sub-Syndicate Members is accepting the ASBA Form or in case the Syndicate ASBA Bidder has chosen UPI as the mode of payment, the ASBA Form contains the UPI ID for such Bidder linked to a bank account of an SCSB notified by the SEBI which is live on UPI 2.0;
(xx) its Sub-Syndicate Members shall, as applicable and in accordance with the UPI Circulars, enter the following details of an ASBA Bidder (to the extent applicable) who submits an ASBA Bid at the Specified Locations in the electronic bidding system: (a) symbol; (b) intermediary code; (c) intermediary name; (d) location code; (e) name of the bidder; (f) name of the bank; (g) bank code; (h) category – individual, corporate, QIB, eligible NRI, etc.; (i) PAN (of the sole/first Bidder); (j) number of Equity Shares Bid for; (k) price per Equity Share; (l) Bid cum Application Form number; (m) DP ID and Client ID; (n) quantity; (o) amount; (p) order number; (q) depository of the beneficiary account of the Bidder; and (r) UPI ID. For Anchor Investors, the BRLMs shall enter details of the respective Anchor Investor Bid Amount as well as the payment reference;
(xixxxi) it it, and its Sub-Syndicate Members, if any, shall undertake necessary modifications of select fields in the Bid details, including the UPI ID already uploaded by it during the Bid/Offer PeriodPeriod in terms of the SEBI Process Circular, up to the permissible time in terms of the UPI Circulars and in compliance with Applicable Law, including . It shall also be responsible for providing necessary guidance to UPI Bidders for using the UPI Circulars and the Exchange CircularsMechanism;
(xxxxii) it acknowledges that UPI Bidders can revise their Bids during the Bid/Offer Period. The members of the Syndicate shall, no later than 5:00 p.m. IST on the Bid/Offer Closing Date or any other period as permitted under Applicable Law and agreed by the BRLMs in consultation with the Registrar, carry out the necessary modifications of the Bids already uploaded in accordance with Applicable Law, and, after uploading such revised Bids onto the electronic bidding system provided by the Stock Exchange and, if applicable, forward the relevant forms to the SCSBs or the Registrar (except in respect of Bids from UPI Bidders for which there will be no physical movement of the ASBA Forms to the SCSBs since these Bids will be in respect of the UPI Mechanism), blocking instructions (if any) and related enclosures/attachments to the same SCSB at the relevant Specified Locations where the original ASBA Form received from ASBA Bidder was deposited. Subsequently, the Stock Exchanges will share the revised Bid details along with the UPI ID of the UPI Bidders to the Sponsor Banks and the Sponsor Banks shall revoke the earlier UPI Mandate Request and initiate a new UPI Mandate Request for the revised Bid, and the Sponsor Banks shall initiate requests for blocking of funds in the ASBA Accounts of relevant Bidders with a confirmation cut-off time of 5:00 pm on the Bid/Offer Closing Date , and which shall be in no event later than timelines as stated in the UPI Circulars.
(xxiii) it shall provide the identification numbers (terminal IDs) of all Specified Locations Bidding Centres and those of its Sub-Syndicate Members, if any, to the Registrar to the Offer together with such other information that may be necessary to enable the Registrar to the Offer to keep a record of the bidding Bidding at each such bidding center Bidding Center at the end of each day during the Bid/ Offer Period;
(xxixxiv) it shall register and upload the Bids received by it and its Sub-Syndicate Members, onto the electronic bidding system as soon as practicable on the same Working Day on which the Bids are received (subject to the Stock Exchanges permitting such upload on the same Working Day). The BRLMs will instruct the Anchor Investors to deposit their Bid Amounts into the Escrow Accounts of the Company maintained with the designated Escrow Collection Banks for Anchor Investors, on the same day on which the Bid was received or any other period as agreed with the BRLMs in consultation with the Registrar to the Offer within the time period prescribed under the SEBI ICDR Regulations and other Applicable Law, and for the remaining Bid Amount (in cases where the Anchor Investor Allocation Price is lower than the Offer Price), on or prior to the Anchor Investor Pay-in Date; and it acknowledges that if the relevant Bid Amounts are not deposited within the time period stipulated herein, then such Bids are liable to be rejected;
(xxii) the Members of the Syndicate or any of their Sub-Syndicate Members shall enter details of a Bidder in the electronic bidding system as specified in the Red ▇▇▇▇▇▇▇ Prospectus, the Preliminary Offering Memorandum, the SEBI ICDR Regulations and any circular issued by the SEBI from time to time;
(xxiii) it shall ensure that all records of the Bids including the ASBA Forms (submitted by the Syndicate ASBA Bidders), together with supporting documents, are maintained and forwarded to the SCSBs, except in relation to Bids from UPI Bidders, within the time periods specified by the Stock Exchanges or the SEBI ICDR Regulations, the SEBI Process Circulars or UPI Circulars;
(xxiv) except for UPI Bidders, it shall ensure that it has affixed its stamp on each Bid cum Application Form forwarded by it to SCSBs or Escrow Collection Banks or the Registrar, as applicable, under “Broker’s/ SCSB Branch’s Stamp / RTA /CDP” (as applicable) as an acknowledgement of upload of the Bid in the electronic bidding system of the Stock Exchanges; Bid cum Application Forms (except electronic Bid cum Application Forms) that do not bear such stamp are liable to be rejected. It is however clarified that Bids by Anchor Investors do not get uploaded on electronic bidding system of the Stock Exchanges on the Anchor Investor Bidding Date;
(xxv) in relation to the Bids procured from Anchor Investors, the BRLMs shall be responsible for providing a schedule (including application number, payment instrument number/ RTGS / NEFT/ UTR control number and Bid Amount paid by Anchor Investors) to the Escrow Collection Bank during the Anchor Investor Bid/ Offer Period or any other period as agreed among the BRLMs in consultation with the Registrar to the Offer;
(xxvi) it shall provide the Registrar to the Offer with a daily record, with a separate section for each of its bidding centers and those of its Sub-Syndicate Members, details relating to the Bid cum Application Forms received from the Bidders, details regarding registration of the Bids and Bid Amounts (other than Bids collected by SCSBs, CDPs, RTAs and Registered Brokers). This record (except Bids by Anchor Investors, and Bids by UPI Bidders using the UPI mechanism) shall be made available to the Registrar no later than 5 p.m. IST on any given day, or any such time permissible under Applicable Law, as agreed wo
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Sources: Syndicate Agreement