Withdrawals and/or Application of Application Monies credited to the Escrow Account. the Allotment Account and/or the Refund Account 3.2.1 The Banker to the Issue agrees and acknowledges that, in terms of Regulation 76 of the SEBI ICDR Regulations read with the SEBI Rights Issue Circular, the SEBI Rights Issue Relaxation Circulars, and the Letter of Offer, all Investors are required make an Application in the Issue by either using the ASBA process or the R-WAP facility. Further, the Banker to the Issue confirms that it shall not accept any Application Form from any Applicant in the Issue, except in its capacity as an SCSB. The Banker to the Issue shall strictly follow the instructions of the Lead Manager and the Registrar in this regard. 3.2.2 In the event of any inadvertent error in calculation of any amounts to be transferred from the Escrow Account to the Allotment Account or the Refund Account, as the case may be, the Lead Manager, the Company and/or the Registrar as may be applicable, may pursuant to an intimation in writing to the Banker to the Issue, as necessary, provide revised instructions to the Banker to the Issue, as applicable, to transfer the specified amounts to either the Allotment Account or the Refund Account, as the case may be, provided that such revised instructions shall be issued promptly by any of the Lead Manager, the Company or the Registrar upon becoming aware of such error having occurred (or erroneous instruction having been delivered). On the issuance of revised instructions as per this Clause 3, the erroneous instruction(s) previously issued in this regard to the Banker to the Issue, as applicable, shall stand cancelled and superseded by the revised instructions as per this Clause 3, without any further act, intimation or instruction being required from or by any Party, and the obligations and responsibilities of the respective Parties in this regard shall be construed with reference to the revised instructions so delivered by the Lead Manager, Registrar and the Company in terms of this Clause 3. 3.2.3 The withdrawals and application of amounts credited to the Escrow Account shall be appropriated or refunded, as the case may be, on the happening of certain events and in the manner more particularly described herein below: 3.2.4 Failure of the Issue (a) The Issue shall be deemed to have failed in the event of the occurrence of any of the following events: (i) any event due to which the process of Applications cannot start on the dates mentioned in the Letter of Offer (including any revisions thereof) or the Issue not opening on the Issue Opening Date or any other revised date agreed between the Parties for any reason; or (ii) the Issue shall have become illegal or non-compliant with Applicable Law or shall have been injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable, including pursuant to Applicable Law or any order or direction passed by any judicial, statutory or regulatory authority having requisite authority and jurisdiction over the Issue; or (iii) the declaration of the intention of the Company, in consultation with the Lead Manager, to withdraw and/or cancel and/or abandon the Issue at any time after the Issue Opening Date but prior to the Transfer Date, subject to compliance with the SEBI ICDR Regulations and circulars issued thereunder; or (iv) non-receipt of any requisite regulatory approval in relation to the Issue, in a timely manner or at all, in accordance with the Applicable Laws or at all, including the refusal by a Stock Exchange to grant the final listing and trading approval or non-disposition of an application for a listing and trading approval by a Stock Exchange within the period specified under Applicable Laws; or (v) non-receipt of minimum subscription as disclosed in the Letter of Offer and in terms of the SEBI Rights Issue Relaxation Circulars, after considering the subscription by the Promoter and the Promoter Group of any unsubscribed portion in the Issue, immediately post the Issue Closing Date or any extended Issue Closing Date, if applicable; (vi) any of the Engagement Letter or the Issue Agreement is terminated against the Lead Manager in accordance with its terms or becomes illegal or unenforceable for any reason or, in the event that its performance has been prevented by any judicial, statutory or regulatory authority having requisite authority and jurisdiction in this behalf; or (b) The Lead Manager shall, on becoming aware of an event specified in Clause 3.2.4(a) or following receipt of the relevant information regarding such event, intimate in writing to the Banker to the Issue and the Registrar (with a copy to the Company) of the occurrence of any event specified in Clause 3.2.4(a), in the manner as set forth in Annexure F. (c) On receipt of written intimation of the failure of the Issue from the Lead Manager, the Registrar, shall forthwith, but not later than one (1) Business Day following the reconciliation of accounts with the Banker to the Issue, provide to the Lead Manager, the SCSBs, the Banker to the Issue and the Company (i) a list of Beneficiaries and the amounts to be refunded to such Beneficiaries; and (ii) a list of Applicants for unblocking of the Application Monies in the relevant ASBA Accounts. The Registrar agrees to be bound by any such instructions from the Lead Manager and agrees to render all requisite cooperation and assistance in this regard. It is agreed amongst the Parties that the costs incurred in this regard shall be borne by the Company. (d) The Lead Manager along with the Registrar shall, on receipt of information as specified in Clause 3.2.4(b), issue instructions, as applicable (i) to the SCSBs to unblock all the Application Monies, blocked in the ASBA Accounts of the Applicants; (ii) to the Escrow Collection Bank, in the manner set forth in Annexure I for transferring the monies standing to the credit of the Escrow Account maintained with it to the Refund Account maintained with the Refund Bank; and/or (iii) in the event the Application Monies have been transferred to the Allotment Account, prior to the occurrence of and event of failure of the Issue, to the Banker to the Issue along with the Registrar, in the manner set forth in Annexure E for transferring the Application Monies standing to the credit of the Allotment Account maintained with the Allotment Bank to the Refund Account. Further, the Registrar (with a copy to the Lead Manager and the Company) shall issue instructions to the Refund Bank as set forth in Annexure J for transferring the monies from the Refund Account to the relevant Applicants. (e) The Banker to the Issue shall upon receipt of an intimation in writing as per Clause 3.2.4(b) and upon receipt of the list of Beneficiaries and the amounts to be refunded to such Beneficiaries in accordance with Clause 3.2.4(c), after notice to the Lead Manager and the Company, forthwith but not later than one (1) Business Day, ensure the transfer of any amounts standing to the credit of the Escrow Account and/or the Allotment Account, as applicable, to the Refund Account and subsequently to the respective bank accounts of the Beneficiaries, in accordance with the procedure set forth in the Letter of Offer. (f) The Refund Bank, in its capacity as such, confirms that it has the relevant technology/processes to ensure that refunds required to be made pursuant to the failure of the Issue as per Clauses 3.2.4(a) or
Appears in 1 contract
Sources: Banker to the Issue Agreement
Withdrawals and/or Application of Application Monies credited to the Escrow Account. the Allotment Account and/or the Refund Account
3.2.1 The Banker to the Issue agrees and acknowledges that, in terms of Regulation 76 of the SEBI ICDR Regulations read with the SEBI Rights Issue Circular, Circular and the SEBI Rights Issue Relaxation Circulars, and the Letter of Offer, all Investors are required make an Application in the Issue by either using the ASBA process or the R-WAP facility. Further, the Banker to the Issue confirms that it shall not accept any Application Form from any Applicant in the Issue, except in its capacity as an SCSB. The Banker to the Issue shall strictly follow the instructions of the Lead Manager Managers and the Registrar in this regard.
3.2.2 In the event of any inadvertent error in calculation of any amounts to be transferred from the Escrow Account to the Allotment Account or the Refund Account, as the case may be, the Lead ManagerManagers, the Company and/or the Registrar as may be applicable, may pursuant to an intimation in writing to the Banker to the Issue, as necessary, provide revised instructions to the such Banker to the Issue, as applicable, to transfer the specified amounts to either the Allotment Account or the Refund Account, as the case may be, provided that such revised instructions shall be issued promptly by any of the Lead ManagerManagers, the Company or the Registrar upon becoming aware of such error having occurred (or erroneous instruction having been delivered). On the issuance of revised instructions as per this Clause 3, the erroneous instruction(s) previously issued in this regard to the Banker to the Issue, as applicable, shall stand cancelled and superseded by the revised instructions as per this Clause 33.2.2, without any further act, intimation or instruction being required from or by any Party, and the obligations and responsibilities of the respective Parties in this regard shall be construed with reference to the revised instructions so delivered by the Lead ManagerManagers, Registrar and the Company in terms of this Clause 33.2.2.
3.2.3 The withdrawals and application of amounts credited to the Escrow Account shall be appropriated or refunded, as the case may be, on the happening of certain events and in the manner more particularly described herein below:
3.2.4 Failure of the Issue
(a) The Issue shall be deemed to have failed in the event of the occurrence of any of the following events:
(i) any event due to which the process of Applications cannot start on the dates mentioned in the Letter of Offer (including any revisions thereof) or the Issue not opening on the Issue Opening Date or any other revised date agreed between the Parties for any reason; or
(ii) the Issue shall have become illegal or non-compliant with Applicable Law or shall have been injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable, including pursuant to Applicable Law or any order or direction passed by any judicial, statutory or regulatory authority having requisite authority and jurisdiction over the Issue; or
(iii) the declaration of the intention of the Company, in consultation with the Lead Manager, to withdraw and/or cancel and/or abandon the Issue at any time after the Issue Opening Date but prior to the Transfer Date, subject to compliance with the SEBI ICDR Regulations and circulars issued thereunder; or
(iv) non-receipt of any requisite regulatory approval in relation to the Issue, in a timely manner or at all, in accordance with the Applicable Laws or at all, including the refusal by a Stock Exchange to grant the final listing and trading approval or non-disposition of an application for a listing and trading approval by a Stock Exchange within the period specified under Applicable Laws; or
(v) non-receipt of minimum subscription as disclosed in the Letter of Offer and in terms of the SEBI Rights Issue Relaxation Circulars, after considering the subscription by the Promoter and the Promoter Group of any unsubscribed portion in the Issue, immediately post the Issue Closing Date or any extended Issue Closing Date, if applicable;
(vi) any of the Engagement Letter or the Issue Agreement is terminated against the Lead Manager in accordance with its terms or becomes illegal or unenforceable for any reason or, in the event that its performance has been prevented by any judicial, statutory or regulatory authority having requisite authority and jurisdiction in this behalf; or
(b) The Lead Manager shall, on becoming aware of an event specified in Clause 3.2.4(a) or following receipt of the relevant information regarding such event, intimate in writing to the Banker to the Issue and the Registrar (with a copy to the Company) of the occurrence of any event specified in Clause 3.2.4(a), in the manner as set forth in Annexure F.
(c) On receipt of written intimation of the failure of the Issue from the Lead Manager, the Registrar, shall forthwith, but not later than one (1) Business Day following the reconciliation of accounts with the Banker to the Issue, provide to the Lead Manager, the SCSBs, the Banker to the Issue and the Company
(i) a list of Beneficiaries and the amounts to be refunded to such Beneficiaries; and (ii) a list of Applicants for unblocking of the Application Monies in the relevant ASBA Accounts. The Registrar agrees to be bound by any such instructions from the Lead Manager and agrees to render all requisite cooperation and assistance in this regard. It is agreed amongst the Parties that the costs incurred in this regard shall be borne by the Company.
(d) The Lead Manager along with the Registrar shall, on receipt of information as specified in Clause 3.2.4(b), issue instructions, as applicable (i) to the SCSBs to unblock all the Application Monies, blocked in the ASBA Accounts of the Applicants; (ii) to the Escrow Collection Bank, in the manner set forth in Annexure I for transferring the monies standing to the credit of the Escrow Account maintained with it to the Refund Account maintained with the Refund Bank; and/or (iii) in the event the Application Monies have been transferred to the Allotment Account, prior to the occurrence of and event of failure of the Issue, to the Banker to the Issue along with the Registrar, in the manner set forth in Annexure E for transferring the Application Monies standing to the credit of the Allotment Account maintained with the Allotment Bank to the Refund Account. Further, the Registrar (with a copy to the Lead Manager and the Company) shall issue instructions to the Refund Bank as set forth in Annexure J for transferring the monies from the Refund Account to the relevant Applicants.
(e) The Banker to the Issue shall upon receipt of an intimation in writing as per Clause 3.2.4(b) and upon receipt of the list of Beneficiaries and the amounts to be refunded to such Beneficiaries in accordance with Clause 3.2.4(c), after notice to the Lead Manager and the Company, forthwith but not later than one (1) Business Day, ensure the transfer of any amounts standing to the credit of the Escrow Account and/or the Allotment Account, as applicable, to the Refund Account and subsequently to the respective bank accounts of the Beneficiaries, in accordance with the procedure set forth in the Letter of Offer.
(f) The Refund Bank, in its capacity as such, confirms that it has the relevant technology/processes to ensure that refunds required to be made pursuant to the failure of the Issue as per Clauses 3.2.4(a) or
Appears in 1 contract
Sources: Banker to the Issue Agreement