IMPORTANT LIMITS

Takeover Open Offer Open offer of 26% if shares acquired above the threshold limit of 25% or
more.

Creeping Acquisition If already holds 25% or more, can acquire maximum 5% additional shares
Limit in a financial year, if acquires more than 5% in any financial year, then
Open offer to acquire additional 26%.

Minimum Public 25%

Shareholding as per
SCRA
Minimum Shares to be 90% of total issued shares excluding ADR/GDR or 50% of the open offer;
acquired in Open Offer whichever is higher.
for Delisting

Green Shoe Option Can Issue additional shares upto a Maximum 15% of Issue Size

Minimum Subscription 90% of Issue (including Underwriters Obligation)

in Public Offer
Mandatory Collection Minimum 4 Collection Centres in Each Metropolitan City i.e Mumbai,
Centres Delhi, Kolkata, Chennai.

Minimum Applications  Minimum 25% of Issue Price

in Public Offer  Minimum Application Money varies from Rs. 10,000 to Rs. 15,000

Promoter’s Types of Type of Issue Promoter’s Contribution

Contribution in public Companies
Issue Unlisted IPO Not less than 20% of the post –
Company issue capital
Listing Company FPO/Right To the extent of 20% of the proposed
Issue issue or 20% of the post – issue
capital
Listed Company Composite 20% of the proposed public issue or
Issue 20% of the post – issue capital.

Face Value of Shares In case of IPO:

(a) Share Price Rs.500/- or more: If the issue price of each equity share is
Rs.500/- or more, the issuer company shall have a discretion to fix the face
value below Rs.10/- per share subject to the condition that the face value
shall in no case be less than Rs.1 per share.

(b) Share Price less than Rs.500/-: If issue price is less than Rs.500 per
share, the face value shall be Rs.10/- per share.

Differential Pricing  Application Value per applicant does not exceed 2 Lacs.
 Difference in prices shall not be more than 10%.

Listing Norms for The Company has:

UNLISTED (i) Net tangible assets of at least Rs.3 crores in each of the preceding 3 full
financial years (12 months each), of which not more than 50% is held in
monetary assets.
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 However, if more than 50% of the net tangible assets are held in monetary assets,
the issuer has made firm commitments to utilize such excess monetary assets in its
business or project. Further, the limit of 50% on monetary assets shall not be
applicable in case the public offer is made entirely through offer for sale.

(ii) The company has a minimum average pre-tax operating profit of Rs. 15
Crores, calculated on a restated and consolidated basis, during the three
most profitable years out of immediately preceding five years.

(iii) The Company has a Net worth of at least Rs.1 crore in each of the
preceding 3 full years.

(iv) The aggregate of the proposed issue and all previous issues made in the
same financial year in terms of size, does not exceed 5 times its pre – issue
net worth as per the audited balance sheet of the last financial year.

(v) In case of change of name of the Company within the last one year, at
least 50% of the revenue for the preceding 1 full year is being earned by the
company from the activity suggested by the new name

Listing norms for (i) The aggregate of the proposed issue and all previous issues made in the
Listed Entity FPO same financial year does not exceed five times its pre – issue net worth as
per the audited balance sheet of the last financial year.

In case the company has changed its name within the last 1 year, at least
50% of the revenue for the preceding 1 full year is earned by the company
from the activity suggested by the new name.

Alternative Route for (a) If the public issue is made through the book – building process and the
Listing issuer undertakes to allot, at least 75% of the net offer to public, to
qualified institutional buyers and to refund full subscription money if it
fails to make the said minimum allotment to qualified institutional buyers.

(b) In addition to satisfying the aforesaid eligibility norms, the company

shall also satisfy the criteria of having at least 1000 prospective allottees in
its issue.

(c) Further, an issuer shall not make an IPO if there are any outstanding
convertible securities or any other right which would entitle any person
with any option to receive equity shares.

Allocation to Anchor (i) Allocation to Anchor Investors shall be on a discretionary basis and
Investors subject to the following:

(a) Maximum of 2 such investors shall be permitted for allocation up to 10

crore;

(b) Minimum of 2 and maximum of 15 such investors shall be permitted for

allocation above Rs.10 crore and up to Rs.250 crore, subject to minimum
allotment of Rs.5 crore per such investor;

(c) Minimum of 5 and maximum of 25 such investors shall be permitted for

allocation above Rs.250 crore, subject to minimum allotment of Rs.5 crore
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 per such investor.

(ii) Up to 30% of the portion available for allocation to qualified institutional

buyers shall be available to anchor investor(s) for allocation/allotment.

(iii) One – third of the anchor investor portion shall be reserved for domestic
mutual funds.

Net worth Custodian 50 Crores

Requirement of Credit Rating Agency 25 Crores
Intermediaries
Promoter of CRA 100 Crores
Collective Investment Scheme
5 Crores
Investment Adviser Body Corporate: 25 Lakhs
Individual or Partnership: 1 Lakh
Merchant Banker 5 Crores
Registrar & Share Transfer Category 1: Rs. 50 Lacs
Agents Category 2: Rs. 25 Lacs
Underwriters Rs. 20 Lacs
Debenture Trustee Rs. 2 Crores
Portfolio Managers Rs. 2 Crores

Non Applicability of Listed Entity Having Paid up Equity Capital not exceeding 10 Crores & Net
LODR worth not exceeding Rs. 25 Crores.

Minimum 5% of total underwriting commitment or Rs. 25 Lakhs, whichever is higher

Underwriting
Obligations
Indian Depository An issue of IDR shall be subject to the following conditions:-
Receipts: Eligibility
(i) Issue size shall not be less than 50 crores rupees;
(ii) Procedure for applying of applicant shall be mentioned in the
prospectus;
(iii) Minimum application amount shall be 20,000 rupees;
(iv) At least 50% of the IDR issued shall be allotted to qualified institutional
buyers;
(v) The balance 50% may be allocated among the categories of non –
institutional investors and retail individual investors including employees
at the discretion of the issuer and the manner of allocation shall be
disclosed in the prospectus. Allotment to investors within a category shall
be on proportionate basis.

Investments in ANGEL 1) Angel funds shall only raise funds by way of issue of units to angel
FUNDS investors. An angel fund shall have a corpus of at least 10 crore rupees.
2) Angel funds shall accept, up to a maximum period of three years, an
investment of not less than twenty – five lakh rupees from an angel
investor.

Investments BY Angel  Investment by an angel fund in any venture capital undertaking shall
Funds not be less than 25 lakh rupees and shall not exceed five crores rupees.
 Investment by an angel fund in the venture capital undertaking shall be
lock – in for a period of 1 year.
 Angel funds shall not invest more than 25% of the total investments
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 under all its schemes in one venture capital undertaking:

Settlement Cycle Activity Day

Trading Rolling settlement T (Trading day)
Clearing Custodial confirmation and delivery T + 1 working days
generation
Settlement Securities and funds pay – in and pay – T + 2 working days
out
Post Auction T + 3 working days
settlement
Bad delivery reporting T + 4 working days
Auction settlement T + 5 working days
Rectified bad delivery pay – in and pay T + 6 working days
– out
Re – bad delivery reporting and pick up T + 8 working days
Close out of re – bad delivery and funds
pay – in and pay – out

Circuit Filters Movement in Time Close period

Indices
10% Before 1.00 pm 1 hour
1.00 pm to 2.30 pm ½ hour
After 2.30 pm Does not close
15% Before 1.00 pm 2 hour
1.00 pm to 2.30 pm 1 hour
After 2.30 pm Close for the rest of the
day
20% Any time Close for the rest of the
day

Lock in for Promoters The promoter’s minimum contribution (i. e. 20%) shall be locked – in for a
Contribution period of:
(i) 3 years from the date of commencement of commercial production; or
(ii) The date of allotment in the public issue, whichever is later.

The excess promoters’ contribution over the required minimum contribution

shall be locked – in for a period of:
(i) 1 year from the date of commencement of commercial production; or
(ii) The date of allotment in the public issue, whichever is later.

Fast Track Issue (a) Listing: The issuer company has been listed on any recognized stock
exchange having nationwide terminals (i. e. BSE/NSE) for a period of at
least 3 years immediately preceding the reference date.

(b) Avg. Market Capitalization: The issuer company has the average market
capitalization of public shareholding at least Rs.1,000 crores for a period of
1 year up to the end of the quarter preceding the month in which the
proposed is approved by the Board of Directors/Shareholders.

(c) Annualized Trading Turnover: The annualized trading turnover of the

shares of the company during six calendar months immediately preceding

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 the month of the reference date has been at least 2% of the weighted
average number of the shares listed during the said six months’ period.

Infrastructure Debt  An infrastructure debt fund scheme shall have minimum five investors
Fund Scheme (Mutual and no single investor shall hold more than 50% of net assets of the
Funds)
scheme
 No infrastructure debt fund scheme shall accept any investment from
any investor which is less than Rs. 1 crore.
 The minimum size of the unit shall be Rs. 10 Lakhs
 Each scheme launched as infrastructure debt fund scheme shall have
firm commitment from the Strategic investors for contribution of an
amount of at least Rs. 25 Crores before the allotment of units of the
scheme are marketed to other potential investors.

Real Estate Mutual  At least 35% of the net assets of the scheme shall be invested directly in
Fund Scheme the real estates;

Collective Investment  Category I & II: At least 35% of the net assets of the scheme shall be
Scheme invested directly in the real estates;
 Category III: Maximum 10% of the Investable funds in one investee
company;

Real Estate Investment Eligibility Criteria for Sponsor:

Trust (REIT) &  There are not more than 3 sponsors,
Infrastructure  each holding or proposing to hold not less than 5% of the number of
Investment Trust units of the REIT on post-initial offer basis.
(Same for Both)  The sponsor must have a net worth of at least Rs. 100 Crores on a
collective basis and
 have not less than 5 years’ experience in the real estate industry on an
individual basis.

Eligibility Criteria for Manager:

 It must have net worth of not less than Rs. 10 crores if manager is a
body corporate or company or Net Tangible Assets of value not less than
10 Crores in case Manager is a LLP;
 Manager or its Associate has not less than 5 years of experience in
fund management/ advisory services/ property management in the real
estate industry or in development of real estate; and
 Manager has not less than 2 key personnel who each have not less
than 5 years of experience in fund management/ advisory services/
property management in the real estate industry or in development of
real estate.
 the manager has not less than half, of its directors in the case of a
company or of members of the governing Board in case of an LLP, as
independent and not directors or members of the governing Board of
another REIT; and

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