Neelam Bhardwaj

Neelam Bhardwaj

Deputy General Manager

Division of Issues and Listing

Phone: +91 22 2285 0451-56, 2288 0962-70 (Extn: 367)

Fax: +91 22 2204 5633. Email: neelamb@sebi.gov.in

SEBI/CFD/DIL/DIP/18/2006/20/1

January 20, 2006

To All Registered Merchant Bankers

Dear Sirs,

Sub: Amendments to the SEBI (Disclosure and Investor Protection) {DIP} Guidelines, 2000

1. This circular is being issued under Section 11(1) of SEBI Act amending SEBI (DIP) Guidelines, 2000; (hereinafter referred as “the Guidelines”), to provide for various modes of making refunds to the applicants viz ECS (Electronic Clearing Service)/ Direct Credit / RTGS (Real Time Gross Settlement)/ NEFT (National Electronic Funds Transfer) .

2. To begin with, applicants residing in 15 centres where clearing houses are managed by the Reserve Bank of India(RBI), will get refunds through ECS only except where applicant is otherwise disclosed as eligible to get refunds through direct credit &RTGS. Number of centres for ECS facility may be enhanced after receiving a feedback on the performance of the system.

3. The details of bank accounts of applicants would henceforth be taken directly from the depositories’ database for issues required to be made wholly in the dematerialised form.

4. You are advised to ensure that suitable instructions for refunds through various modes are incorporated in the application form, abridged prospectus and the prospectus/letter of offer in an appropriate manner, as required by the amended Guidelines.

5. The amendments to the Guidelines are detailed in Annexure A along with this circular.

6. The amendments made vide this circular shall be applicable to all those issues where draft offer documents are filed with SEBI on or after the date of this circular.

7. This circular along with the Annexure A is available on SEBI website at www.sebi.gov.in. Full text of guidelines along with the amendments issued vide this circular is also available on SEBI’s website under section “Issues and Listing.”

Yours faithfully,

Neelam Bhardwaj

Encl: a/a

Annexure A

AMENDMENTS TO SEBI (DIP) GUIDELINES, 2000

I. Chapter VI

1. Clause 6.13.2.25 shall be substituted with the following

“Mode of making refunds

The Company shall disclose the mode in which it shall make refunds to applicants in case of oversubscription, in the prospectus and in the abridged prospectus:

Provided that where the company proposes to make use of more than one mode of making refunds to applicants, the respective cases where each such mode will be adopted shall be disclosed.

Explanation: The permissible modes of making refunds are as follows:

(a) In case of applicants residing in any of the centers specified by the Board – by crediting of refunds to the bank accounts of applicants through electronic transfer of funds by using ECS (Electronic Clearing Service), Direct Credit, RTGS (Real Time Gross Settlement) or NEFT (National Electronic Funds Transfer), as is for the time being permitted by the Reserve Bank of India;

(b) In case of other applicants – by despatch of refund orders by registered post, where the value is Rs 1500/- or more, or under certificate of posting in other cases, (subject however to postal rules) ; and

(c) In case of any category of applicants specified by the Board – crediting of refunds to the applicants in any other electronic manner permissible under the banking laws for the time being in force which is permitted by the Board from time to time.”

2. Clause 6.13.2.14 (c) shall be omitted:

3. In clause 6.13.2.26, in both undertakings under sub-clause (a) and sub-clause (b), after the words “refund orders have not been dispatched to the applicants” and before the words “within 30 days” in sub clause (a) and “ within 15 days” in sub clause (b), the words “or if, in a case where the refund or portion thereof is made in electronic manner, the refund instructions have not been given to the clearing system in the disclosed manner” shall be inserted;

4. In Clause 6.13.2.27(a) –

(a) sub-clause (iv) shall be substituted with the following, namely: –

“(iv) that funds required for making refunds to unsuccessful applicants as per the mode(s) disclosed shall be made available to the Registrar to the issue by the issuer.”

(b) after sub-clause (iv) so substituted, the following Clause shall be inserted, namely: -

“(iv)(a) : that where refunds are made through electronic transfer of funds, a suitable communication shall be sent to the applicant within 30 days or 15 days of closure of the issue, as the case may be, giving details of the bank where refunds shall be credited along with amount and expected date of electronic credit of refund.”

5. In clause 6.19.2(e) -

(a) after clause (ii), the following proviso shall be inserted, namely: -

“Provided that in case of an issue of securities which is wholly required to be made in the dematerialized form, it would not be necessary to require bank account details in the application form.

Provided further that in a case covered by the preceding proviso, the application form shall contain a statement that the bank account details of the applicant would be taken from the data provided by him to the depository.”

(b) after sub-clause (iv), the following sub-clause shall be inserted, namely: -

“(v) Brief mention of the various intended modes of making refunds (as disclosed in the prospectus).”

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Neelam Bhardwaj Neelam Bhardwaj Deputy General Manager Division of Issues and Listing Phone: +91 22 2285 0451-56, 2288 0962-70 (Extn: 367) Fax: +91 22 2204 5633. Email: neelamb@sebi.gov.in SEBI/CFD/DIL/DIP/18/2006/20/1 January 20, 2006 To All Registered Merchant Bankers Dear Sirs, Sub: Amendments to the SEBI (Disclosure and Investor Protection) {DIP} Guidelines, 2000 1. This circular is being issued under Section 11(1) of SEBI Act amending SEBI (DIP) Guidelines, 2000; (hereinafter referred as “the Guidelines”), to provide for various modes of making refunds to the applicants viz ECS (Electronic Clearing Service)/ Direct Credit / RTGS (Real Time Gross Settlement)/ NEFT (National Electronic Funds Transfer) . 2. To begin with, applicants residing in 15 centres where clearing houses are managed by the Reserve Bank of India(RBI), will get refunds through ECS only except where applicant is otherwise disclosed as eligible to get refunds through direct credit &RTGS. Number of centres for ECS facility may be enhanced after receiving a feedback on the performance of the system. 3. The details of bank accounts of applicants would henceforth be taken directly from the depositories’ database for issues required to be made wholly in the dematerialised form. 4. You are advised to ensure that suitable instructions for refunds through various modes are incorporated in the application form, abridged prospectus and the prospectus/letter of offer in an appropriate manner, as required by the amended Guidelines. 5. The amendments to the Guidelines are detailed in Annexure A along with this circular. 6. The amendments made vide this circular shall be applicable to all those issues where draft offer documents are filed with SEBI on or after the date of this circular. 7. This circular along with the Annexure A is available on SEBI website at www.sebi.gov.in. Full text of guidelines along with the amendments issued vide this circular is also available on SEBI’s website under section “Issues and Listing.” Yours faithfully, Neelam Bhardwaj Encl: a/a Annexure A AMENDMENTS TO SEBI (DIP) GUIDELINES, 2000 I. Chapter VI 1. Clause 6.13.2.25 shall be substituted with the following “Mode of making refunds The Company shall disclose the mode in which it shall make refunds to applicants in case of oversubscription, in the prospectus and in the abridged prospectus: Provided that where the company proposes to make use of more than one mode of making refunds to applicants, the respective cases where each such mode will be adopted shall be disclosed. Explanation: The permissible modes of making refunds are as follows: (a) In case of applicants residing in any of the centers specified by the Board – by crediting of refunds to the bank accounts of applicants through electronic transfer of funds by using ECS (Electronic Clearing Service), Direct Credit, RTGS (Real Time Gross Settlement) or NEFT (National Electronic Funds Transfer), as is for the time being permitted by the Reserve Bank of India; (b) In case of other applicants – by despatch of refund orders by registered post, where the value is Rs 1500/- or more, or under certificate of posting in other cases, (subject however to postal rules) ; and (c) In case of any category of applicants specified by the Board – crediting of refunds to the applicants in any other electronic manner permissible under the banking laws for the time being in force which is permitted by the Board from time to time.” 2. Clause 6.13.2.14 (c) shall be omitted: 3. In clause 6.13.2.26, in both undertakings under sub-clause (a) and sub-clause (b), after the words “refund orders have not been dispatched to the applicants” and before the words “within 30 days” in sub clause (a) and “ within 15 days” in sub clause (b), the words “or if, in a case where the refund or portion thereof is made in electronic manner, the refund instructions have not been given to the clearing system in the disclosed manner” shall be inserted; 4. In Clause 6.13.2.27(a) – (a) sub-clause (iv) shall be substituted with the following, namely: – “(iv) that funds required for making refunds to unsuccessful applicants as per the mode(s) disclosed shall be made available to the Registrar to the issue by the issuer.” (b) after sub-clause (iv) so substituted, the following Clause shall be inserted, namely: - “(iv)(a) : that where refunds are made through electronic transfer of funds, a suitable communication shall be sent to the applicant within 30 days or 15 days of closure of the issue, as the case may be, giving details of the bank where refunds shall be credited along with amount and expected date of electronic credit of refund.” 5. In clause 6.19.2(e) - (a) after clause (ii), the following proviso shall be inserted, namely: - “Provided that in case of an issue of securities which is wholly required to be made in the dematerialized form, it would not be necessary to require bank account details in the application form. Provided further that in a case covered by the preceding proviso, the application form shall contain a statement that the bank account details of the applicant would be taken from the data provided by him to the depository.” (b) after sub-clause (iv), the following sub-clause shall be inserted, namely: - “(v) Brief mention of the various intended modes of making refunds (as disclosed in the prospectus).”