CIRCULAR
CIR/MIRSD/1/2012 January 10, 2012
To All SEBI Registered Merchant Bankers
Dear Sir/ Madam,
Sub: Disclosure of Track Record of the public issues managed by Merchant Bankers
- SEBI regulations require that the offer document shall contain adequate disclosures so as to enable investors to take well informed investment decisions. Further, a merchant banker is required to exercise due diligence and satisfy himself about all the aspects of the issue including the veracity and adequacy of disclosures in the offer documents.
- Therefore, it is necessary for investors to evaluate the post-issue performance of the issuer in terms of disclosures made in the offer documents. This will also enable them to understand the level of due diligence exercised by the merchant bankers.
- In view of the above, it has now been decided in consultation with the merchant bankers that they shall disclose the track record of the performance of the public issues managed by them. The track record shall be disclosed for a period of three financial years from the date of listing for each public issue managed by the merchant banker. The format for disclosure of track record is given in the Annexure to this circular.
- The track record shall be disclosed on the website of the merchant banker and a reference to this effect shall be made in the offer documents of public issues managed in the future. In case more than one merchant banker is associated with a public issue, all merchant bankers who have signed the due diligence certificate, as disclosed in the offer document, shall disclose the track record.
- The circular shall be applicable for the public issues listed from the date of this circular, with immediate effect. However, in case of past public issues managed during the last three years, the track record as specified in Clause 3 above shall be disclosed latest by March 31, 2012.
- This circular is issued in exercise of the powers conferred under Section 11(1) of the Securities and Exchange Board of India Act, 1992, to protect the interests of investors in securities and to promote the development of, and to regulate the securities market.
- This circular is available on SEBI website (sebi.gov.in) under the categories “Legal Framework” and “Circulars”.
Yours faithfully,
SARAVANAN
Deputy General Manager
Tel. No: 022-26449220
Email id: [email protected]
Equity Issues
| A. For Equity Issues | ||||||||||||||
| Name of the issue: | ||||||||||||||
| 1 | Type of issue (IPO/ FPO) | |||||||||||||
| 2 | Issue size (Rs crore) | |||||||||||||
| 3 | Grade of issue alongwith name of the rating agency | |||||||||||||
| 4 | Subscription level (number of times). If the issue was undersubscribed, please clarify how the funds were arranged. | |||||||||||||
| 5 | QIB holding (as a % of total outstanding capital) as disclosed to stock exchanges (See Clause 35 of the listing agreement) | |||||||||||||
| (i) allotment in the issue | ||||||||||||||
| (ii) at the end of the 1st Quarter immediately after the listing of the issue | ||||||||||||||
| (iii) at the end of 1st FY | ||||||||||||||
| (iv) at the end of 2nd FY | ||||||||||||||
| (v) at the end of 3rd FY | ||||||||||||||
| 6 | Financials of the issuer (as per the annual financial results submitted to stock exchanges under Clause 41 of the listing agreement) | |||||||||||||
| (Rs. in crores) | ||||||||||||||
| Parameters | 1st FY | 2nd FY | 3rd FY | |||||||||||
| Income from operations | ||||||||||||||
| Net Profit for the period | ||||||||||||||
| Paid-up equity share capital | ||||||||||||||
| Reserves excluding revaluation reserves | ||||||||||||||
| 7 | Trading status in the scrip of the issuer (whether frequently traded (as defined under Regulation 2 (j) of SEBI (SAST) Regulations, 2011) or infrequently traded/ delisted/ suspended by any stock exchange, etc.) | |||||||||||||
| (i) at the end of 1st FY | ||||||||||||||
| (ii) at the end of 2nd FY | ||||||||||||||
| (iii) at the end of 3rd FY | ||||||||||||||
| 8 | Change, if any, in directors of issuer from the disclosures in the offer document (See Clause 30 of the listing agreement) | |||||||||||||
| (i) at the end of 1st FY | ||||||||||||||
| (ii) at the end of 2nd FY | ||||||||||||||
| (iii) at the end of 3rd FY | ||||||||||||||
| 9 | Status of implementation of project/ commencement of commercial production (as submitted to stock exchanges under Clause 41 (IV) (e) of the listing agreement) | |||||||||||||
| (i) as disclosed in the offer document | ||||||||||||||
| (ii) Actual implementation | ||||||||||||||
| (iii) Reasons for delay in implementation, if any | ||||||||||||||
| 10 | Status of utilization of issue proceeds (as submitted to stock exchanges under Clauses 41, 43 and 43A of the listing agreement) | |||||||||||||
| (i) as disclosed in the offer document | ||||||||||||||
| (ii) Actual utilization | ||||||||||||||
| (iii) Reasons for deviation, if any | ||||||||||||||
| 11 | Comments of monitoring agency, if applicable (See Regulation 16 of SEBI (ICDR) Regulations, 2009 read with Clause 43A of the listing agreement) | |||||||||||||
| (a) Comments on use of funds | ||||||||||||||
| (b) Comments on deviation, if any, in the use of proceeds of the issue from the objects stated in the offer document | ||||||||||||||
| (c) Any other reservations expressed by the monitoring agency about the end use of funds | ||||||||||||||
| (To be submitted till the time the issue proceeds have been fully utilised) | ||||||||||||||
| 12 | Price- related data | |||||||||||||
| Issue price (Rs): | ||||||||||||||
| Price parameters | At close of listing day | At close of 30th calendar day from listing day | At close of 90th calendar day from listing day | As at the end of 1st FY after the listing of the issue | As at the end of 2nd FY after the listing of the issue | As at the end of 3rd FY after the listing of the issue | ||||||||
| Closing price | High (during the FY) | Low (during the FY) | Closing price | High (during the FY) | Low (during the FY) | Closing price | High (during the FY) | Low (during the FY) | ||||||
| Market Price | ||||||||||||||
| Index (of the Designated Stock Exchange): | ||||||||||||||
| Sectoral Index (mention the index that has been considered and reasons for considering the same) | ||||||||||||||
| 13 | Basis for Issue Price and Comparison with Peer Group & Industry Average (Source of accounting ratios of peer group and industry average may be indicated; source of the accounting ratios may generally be the same, however in case of different sources, reasons for the same may be indicated) | |||||||||||||
| Accounting ratio | Name of company | As disclosed in the offer document (See Clause (2) (VII) (K) of Schedule VIII to SEBI (ICDR) Regulations, 2009) | At the end of 1st FY | At the end of 2nd FY | At the end of 3rd FY | |||||||||
| EPS | Issuer: | |||||||||||||
| Peer Group: | ||||||||||||||
| Industry Avg: | ||||||||||||||
| P/E | Issuer: | |||||||||||||
| Peer Group: | ||||||||||||||
| Industry Avg: | ||||||||||||||
| RoNW | Issuer: | |||||||||||||
| Peer Group: | ||||||||||||||
| Industry Avg: | ||||||||||||||
| NAV per share based on balance sheet | Issuer: | |||||||||||||
| Peer Group: | ||||||||||||||
| Industry Avg: | ||||||||||||||
| 14 | Any other material information | |||||||||||||
| Note: | (i) Merchant Banker can give its comments on any of the above sections | |||||||||||||
| (ii) Merchant Banker may obtain information/ clarification from the issuer or stock exchange, wherever felt necessary | ||||||||||||||
| (iii) In case any of the above reporting dates happens to be a holiday, the immediately following working day may be taken | ||||||||||||||
Debt Issues
| B. For Debt Issues | |||||||||
| Name of the issue: | |||||||||
| 1 | Type of issue | ||||||||
| 2 | Issue size (Rs crore) | ||||||||
| 3 | Rating of instrument alongwith name of the rating agency | ||||||||
| (i) as disclosed in the offer document | |||||||||
| (ii) at the end of 1st FY | |||||||||
| (iii) at the end of 2nd FY | |||||||||
| (iv) at the end of 3rd FY | |||||||||
| 4 | Whether the security created is adequate to ensure 100% asset cover for the debt securities (See Regulation 26 (6) of SEBI (Issue and Listing of Debt Securities) Regulations, 2008) | ||||||||
| 5 | Subscription level (number of times). If the issue was undersubscribed, please clarify how the funds were arranged. | ||||||||
| 6 | Financials of the issuer (as per the annual financial results submitted to stock exchanges under Clause 29 of the listing ageement for debt securities) | ||||||||
| (Rs. in crores) | |||||||||
| Parameters | 1st FY | 2nd FY | 3rd FY | ||||||
| Income from operations | |||||||||
| Net Profit for the period | |||||||||
| Paid-up equity share capital | |||||||||
| Reserves excluding revaluation reserves | |||||||||
| 7 | Status of the debt securities (whether traded, delisted, suspended by any stock exchange, etc.) | ||||||||
| (i) at the end of 1st FY | |||||||||
| (ii) at the end of 2nd FY | |||||||||
| (iii) at the end of 3rd FY | |||||||||
| 8 | Change, if any, in directors of issuer from the disclosures in the offer document | ||||||||
| (i) at the end of 1st FY | |||||||||
| (ii) at the end of 2nd FY | |||||||||
| (iii) at the end of 3rd FY | |||||||||
| 9 | Status of utilization of issue proceeds (as submitted to stock exchanges under Clause 19A of the listing agreement for debt securities) | ||||||||
| (i) as disclosed in the offer document | |||||||||
| (ii) Actual utilization | |||||||||
| (iii) Reasons for deviation, if any | |||||||||
| 10 | Delay or default in payment of interest/ principal amount (See Regulation 23 (5) of the SEBI (Issue and Listing of Debt Securities) Regulations, 2008 and Clause 19 (l) of the listing agreement for debt securities) (Yes/ No) (If yes, further details of the same may be given) | ||||||||
| (i) Disclosures in the offer document on terms of issue | |||||||||
| (ii) Delay in payment from the due date | |||||||||
| (iii) Reasons for delay/ non-payment, if any | |||||||||
| 11 | Any other material information | ||||||||
| Note: | (i) Merchant Banker can give its comments on any of the above sections | ||||||||
| (ii) Merchant Banker may obtain information/ clarification from the issuer or stock exchange, wherever felt necessary | |||||||||
