SCHEDULE II
(Clause 5.3.2.1)
INTERSE ALLOCATION OF RESPONSIBILITIES
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The Lead Merchant Bankers shall make interse allocation of the activities
/ sub activities.
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The lead merchant banker shall ensure that activity wise allocation is
properly delineated and that the Board is advised the name of the Lead
Merchant Banker responsible for each set of activities / sub-activities,
well before opening of issue. This advice must be signed by all Lead Merchant
Bankers to issue.
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Where the circumstances warrant joint and several responsibility of Lead
Merchant Bankers for a particular activity, a co-ordinator designated from
among the Lead Merchant Bankers shall furnish to the Board, when called
for, with information, report, comments etc. on matters relating to the
activity (of joint and several responsibility).
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The activities / sub-activities may be grouped on the following lines:
(a) Capital structuring with the relative components and formalities such
as composition of debt and equity, type of instruments.
(b) Drafting and Design of the offer document and of advertisement /
publicity material including newspaper advertisements and brochure / memorandum
containing salient features of the offer document.
(c) The designated Lead Merchant Banker shall ensure compliance with
the Guidelines for Disclosure and Investor Protection and other stipulated
requirements and completion of prescribed formalities with Stock Exchange,
Registrar of Companies and SEBI.
(d) Marketing of the issue, which will cover, inter alia, formulating
marketing strategies, preparation of publicity budget, arrangements for
selection of (i) ad-media, (ii) centres of holding conferences of brokers,
investors etc. (iii) bankers to issue, (iv) collection centres (v) brokers
to issue and (vi) underwriters and the underwriting arrangement, distribution
of publicity and issue material including application form, prospectus
and brochure, and deciding on the quantum of issue material.
(e) Selection of various agencies connected with issue, namely Registrars
to Issue, printers and advertising agencies.
(f) Follow-up with bankers to the issue to get quick estimates of collection
and advising the issuer about closure of the issue, based on the correct
figures.
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The post-issue activities will involve essential follow-up steps, which
must include finalisation of basis of allotment / weeding out of multiple
applications, listing of instruments and despatch of certificates and refunds,
with the various agencies connected with the work such as registrars to
the issue, bankers to the issue, and the bank handling refund business.
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Even if many of these post-issue activities would be handled by other intermediaries,
the designated Lead Merchant Banker shall be responsible for ensuring that
these agencies fulfil their functions and enable him to discharge this
responsibility through suitable agreements with the issuer company.
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Ordinarily, one Lead Merchant Banker shall be responsible for post issue
activities.
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