Failure of Offer prior to Designated Date. 3.2.2.1 The Book Running Lead Managers shall intimate in writing to the Escrow Collection Bank and/or the Public Offer Account Bank and/or the Refund Bank and/or Sponsor Banks (with a copy to the Company and the Selling Shareholder), as appropriate, and the Registrar of the occurrence of any of the following, in the form prescribed (as set out in Schedule I hereto): (a) An Event of Failure, following the receipt of the relevant information from the Company or the Selling Shareholder, as the case may be; (b) An event specified in Clause 10.2.4.1, if the Book Running Lead Managers choose to collectively terminate this Agreement; (c) The Escrow Collection Bank shall, on receipt of an intimation of an Event of Failure from the Book Running Lead Managers in writing as per this Clause 3.2.2.1, after notice to the Registrar, Book Running Lead Managers, the Selling Shareholder and the Company forthwith on the same Working Day (for instructions issued during the business hours) and in any case not later than one Working Day from the receipt of written intimation from the Book Running Lead Managers, transfer any amounts standing to the credit of the Escrow Account to the Refund Account held with the Refund Bank, for the purpose of refunding such amounts to the Anchor Investors as directed by the Book Running Lead Managers. Immediately upon the transfer of amounts to the Refund Account, the Refund Bank shall appropriately confirm the same to the Registrar, the BRLMs, the Company and the Selling Shareholder; (d) On receipt of intimation from the Book Running Lead Managers of the Event of Failure in writing as per this Clause 3.2.2.1, the Registrar shall forthwith, after issuing notice to the Book Running Lead Managers, the Company and the Selling Shareholder, within one (1) Working Day from such receipt, following the reconciliation of accounts with the Escrow Collection Bank or Public Offer Account Bank, as applicable, (which shall be completed within one (1) Working Day after the receipt of intimation of an Event of Failure) provide to the Escrow Collection Bank, the Public Offer Account Bank, the Refund Bank, the Sponsor Bank, the SCSBs, the Book Running Lead Managers, the Company and the Selling Shareholder, a list of Beneficiaries and the amounts to be refunded by the Refund Bank to such Beneficiaries (in the form specified in Schedule II, hereto) and a list of ASBA Bidders for unblocking the ASBA Accounts and UPI Accounts (in the manner set out in the Offer Documents and in accordance with the UPI Circulars) including accounts blocked through the UPI Mechanism, as applicable. The Registrar shall prepare and deliver to the Company an estimate of the stationery that will be required for printing the refund intimations. The Company shall, within one Working Day of the receipt of the list of Beneficiaries and the amounts to be refunded thereto, prepare and deliver the requisite stationery for printing of refund intimations to the Registrar’s office, who in turn shall immediately dispatch such intimations to the respective Bidders and in any event no later than the time period specified in this regard in the Red Xxxxxxx Prospectus, the Prospectus, the Preliminary Offering Memorandum and the Final Offering Memorandum. The Registrar agrees to be bound by any such instructions from the Book Running Lead Managers and agrees to render all requisite cooperation and assistance in this regard. The Registrar further acknowledges the liability of the Company on behalf of the Selling Shareholder to pay interest for delayed issue of refunds in accordance with the ICDR Regulations and applicable SEBI circulars, including the SEBI circular no. SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31, 2021, and shall accordingly provide all assistance in this regard in terms of the UPI Circulars and the SEBI circular no. SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31, 2021, to ensure that the refunds are made within four days (or such applicable time period as may be prescribed by SEBI) in case of non-receipt of final listing and trading approval and any approval from the Stock Exchanges. The Refund Bank confirms that it has the required technology and processes to ensure that refunds made pursuant to an Event of Failure as per this Clause 3.2.2.1, shall be credited in accordance with the instructions received from the Registrar to the Offer, only to: (i) the bank account from which the Bid Amount was remitted to the Escrow Collection Bank by Anchor Investors as per the instruction received from the Registrar, (ii) the respective bank accounts of the Bidders, in case the amounts collected from the respective Bidders has already been transferred to the Refund Account from the Public Offer Account, in case of an occurrence of an Event of Failure; (iii) the bank account of the Underwriters or any other person in respect of any amounts deposited by the Underwriters or any other person in the relevant Escrow Account pursuant to any underwriting obligations in terms of the Underwriting Agreement; and (iv) unblocked in the same ASBA Account including account blocked through the UPI Mechanism in case of ASBA Bidders, in accordance with Rule 11 of the Companies (Prospectus and Allotment of Securities) Rules, 2014, as amended; (e) The Refund Bank shall, forthwith but no later than one Working Day of the receipt of the list of Beneficiaries along with the amounts to be refunded thereto, with notice to the Company, the Selling Shareholder and the Book Running Lead Managers, ensure that the transfer of the requisite amount standing to the credit of the Refund Account to the account of the Beneficiaries, in accordance with the list of Beneficiaries (and the refund amount mentioned therein) received from the Registrar pursuant to sub-clause
Appears in 1 contract
Failure of Offer prior to Designated Date. 3.2.2.1 The Book Running Lead Managers shall intimate in writing to the Escrow Collection Bank and/or the Public Offer Account Bank and/or the Refund Bank and/or Sponsor Banks (with a copy to the Company and the Promoter Selling Shareholder), as appropriate, and the Registrar of the occurrence of any of the following, in the form prescribed (as set out in Schedule I hereto):
(a) An Event of Failure, following the receipt of the relevant information from the Company or the Promoter Selling Shareholder, as the case may be;
(b) An event specified in Clause 10.2.4.1, if the Book Running Lead Managers choose to collectively terminate this Agreement;
(c) The Escrow Collection Bank shall, on receipt of an intimation of an Event of Failure from the Book Running Lead Managers in writing as per this Clause 3.2.2.1, after notice to the Registrar, Book Running Lead Managers, the Promoter Selling Shareholder and the Company forthwith on the same Working Day (for instructions issued during the business hours) and in any case not later than one (1) Working Day from the receipt of written intimation from the Book Running Lead Managers, transfer any amounts standing to the credit of the Escrow Account to the Refund Account held with the Refund Bank, for the purpose of refunding such amounts to the Anchor Investors as directed by the Book Running Lead Managers. Immediately upon the transfer of amounts to the Refund Account, the Refund Bank shall appropriately confirm the same to the Registrar, the BRLMs, the Company and the Promoter Selling Shareholder;
(d) On receipt of intimation from the Book Running Lead Managers of the Event of Failure in writing as per this Clause 3.2.2.1, the Registrar shall forthwith, after issuing notice to the Book Running Lead Managers, the Company and the Promoter Selling Shareholder, within one (1) Working Day from such receipt, following the reconciliation of accounts with the Escrow Collection Bank or Public Offer Account Bank, as applicable, (which shall be completed within one (1) Working Day after the receipt of intimation of an Event of Failure) provide to the Escrow Collection Bank, the Public Offer Account Bank, the Refund Bank, the Sponsor Bank, the SCSBs, the Book Running Lead Managers, the Company and the Promoter Selling Shareholder, a list of Beneficiaries and the amounts to be refunded by the Refund Bank to such Beneficiaries (in the form specified in Schedule II, hereto) and a list of ASBA Bidders for unblocking the ASBA Accounts and UPI Accounts (in the manner set out in the Offer Documents and in accordance with the UPI Circulars) including accounts blocked through the UPI Mechanism, as applicable. Provided that in the event of either a Minimum Subscription Failure or a Stock Exchange Refusal, the Registrar and Escrow Collection Bank shall undertake the reconciliation of accounts on the same day that the Escrow Collection Bank transfers any amounts standing to the credit of the Escrow Account to the Refund Account held with the Refund Bank as per this Clause 3.2.2.1.(d) and the Registrar shall, on the same Working Day provide the list of Beneficiaries and the amounts to be refunded by the Refund Bank to such Beneficiaries and/or a list of ASBA Bidders for unblocking the ASBA Accounts to the Book Running Lead Managers, the Refund Bank, the Sponsor Banks, the Company and Promoter Selling Shareholder. The Registrar shall prepare and deliver to the Company an estimate of the stationery that will be required for printing the refund intimations. The Company shall, within one (1) Working Day of the receipt of the list of Beneficiaries and the amounts to be refunded thereto, prepare and deliver the requisite stationery for printing of refund intimations to the Registrar’s office, who in turn shall immediately dispatch such intimations to the respective Bidders and in any event no later than the time period specified in this regard in the Red Xxxxxxx Prospectus, the Prospectus, the Preliminary Offering Memorandum and the Final Offering Memorandum. The Registrar agrees to be bound by any such instructions from the Book Running Lead Managers and agrees to render all requisite cooperation and assistance in this regard. The Registrar further acknowledges Promoter Selling Shareholder, shall be liable to refund the liability funds raised through the Offer, together with any interest on such funds, as required under Applicable Law. All refunds made, interest borne, and expenses incurred (with regard to payment of refunds) by the Company on behalf of the Promoter Selling Shareholder will be adjusted or reimbursed by the Promoter Selling Shareholder to pay interest for delayed issue of refunds the Company as agreed among the Company and the Promoter Selling Shareholder in writing, in accordance with the ICDR Regulations and applicable SEBI circulars, including the SEBI circular no. SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31, 2021, and shall accordingly provide all assistance in this regard in terms of the UPI Circulars and the SEBI circular no. SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31, 2021, to ensure that the refunds are made within four days Applicable Law.
(or such applicable time period as may be prescribed by SEBIe) in case of non-receipt of final listing and trading approval and any approval from the Stock Exchanges. The Refund Bank confirms that it has the required technology and processes to ensure and shall ensure that refunds made pursuant to an Event of Failure as per this Clause 3.2.2.1, shall be credited in accordance with the instructions received from the Registrar to the Offer, only to: (i) the bank account from which the Bid Amount was remitted to the Escrow Collection Bank by Anchor Investors as per the instruction received from the Registrar, (ii) the respective bank accounts of the Bidders, in case the amounts collected from the respective Bidders has already been transferred to the Refund Account from the Public Offer Account, in case of an occurrence of an Event of Failure; (iii) the bank account of the Underwriters or any other person in respect of any amounts deposited by the Underwriters or any other person in the relevant Escrow Account pursuant to any underwriting obligations in terms of the Underwriting Agreement; and (iv) unblocked in the same ASBA Account including account blocked through the UPI Mechanism in case of ASBA UPI Bidders, in accordance with Rule 11 of the Companies (Prospectus and Allotment of Securities) Rules, 2014, as amended;
(ef) The Refund Bank shall, forthwith but no later than shall provide the details of the UTR/control numbers of such transfers to the Registrar on the same day. Such Anchor Investors will be sent a letter through electronic mail on the date of the remittance and through registered post by the Registrar informing them about the mode of credit of refund within one (1) Working Day after the remittance date. In the event of any returns/rejects from NEFT/RTGS/NECS/direct credit, the Refund Bank shall inform the Book Running Lead Managers forthwith and arrange for such refunds to be made through issue and immediate delivery of demand drafts if requested by the Bidder and/or the Book Running Lead Managers. The Refund Bank shall act in accordance with the instructions of the receipt Book Running Lead Managers for issuances of these instruments. Physical refunds (if any) shall also be the responsibility of the list Refund Bank. The entire process of refunds shall be completed within four (4) Working Days from the Bid/Offer Closing Date or such other time as may be prescribed under the Applicable Law. Such Beneficiaries along will be sent a letter by the Registrar, through ordinary post informing them about the mode of credit of refund within four (4) Working Days after the Bid/ Offer Closing Date by the Registrar or within such other time as may be prescribed under Applicable Law, by the Registrar. The Surplus Amount shall be transferred to the Refund Account at the instructions of the Book Running Lead Managers and the Registrar to the Offer in accordance with the procedure specified in the Red Xxxxxxx Prospectus, this Agreement, the March 2021 Circular, the June 2021 Circular and the April 2022 Circular II, as applicable. Immediately upon the transfer of the amounts to be refunded theretothe Refund Account, with notice the Refund Bank shall appropriately confirm the same to the CompanyRegistrar to the Offer, the Selling Shareholder and the Book Running Lead Managers, ensure that the transfer Company and the Promoter Selling Shareholder;
(g) Each of the requisite amount standing to the credit of Escrow Collection Bank, Public Offer Account Bank, the Refund Account to Bank and the account Sponsor Banks shall discharge their duties and obligations under this Agreement and shall be discharged of the Beneficiaries, all their legal obligations under this Agreement only if they have acted in a bona fide manner and in good faith and in each case in accordance with the list terms of Beneficiaries this Agreement, the Red Xxxxxxx Prospectus, the Prospectus, the Preliminary Offering Memorandum, the Final Offering Memorandum, the SEBI ICDR Regulations and any other Applicable Law; and
(h) The Registrar, the Escrow Collection Bank, Public Offer Account Bank, Sponsor Banks and the refund amount mentioned therein) received Refund Bank agree to be bound by any instructions in writing from the Registrar pursuant Book Running Lead Managers and also agree to sub-clauserender all requisite cooperation and assistance in this regard.
Appears in 1 contract
Failure of Offer prior to Designated Date. 3.2.2.1 3.2.b.1 The Book Running Lead Managers BRLMs shall intimate in writing to the Escrow Collection Bank and/or the Public Offer Account Bank and/or the Refund Bank and/or Sponsor Banks (with a copy to the Company and each of the Selling ShareholderShareholders), as appropriate, and the Registrar of the occurrence of any of the following, in the form prescribed (as set out in Schedule I hereto):
(a) An Event of Failure, following the receipt of the relevant information from the Company or the Selling ShareholderShareholders, as the case may be;
(b) An event specified in Clause 10.2.4.111.2.4.1, if the Book Running Lead Managers BRLMs choose to collectively terminate this Agreement;
(c) The Escrow Collection Bank shall, on receipt of an intimation of an Event of Failure from the Book Running Lead Managers BRLMs in writing as per this Clause 3.2.2.13.2.b.1, after notice to the Registrar, Book Running Lead ManagersBRLMs, each of the Selling Shareholder Shareholders and the Company forthwith on the same Working Day (for instructions issued during the business hours) and in any case not later than one (1) Working Day from the receipt of written intimation from the Book Running Lead ManagersBRLMs, transfer any amounts standing to the credit of the Escrow Account to the Refund Account held with the Refund Bank, for the purpose of refunding such amounts to the Anchor Investors as directed by the Book Running Lead ManagersBRLMs. Immediately upon the transfer of amounts to the Refund Account, the Refund Bank shall appropriately confirm the same to the Registrar, the BRLMs, the Company and each of the Selling Shareholder;Shareholders.
(d) On receipt of intimation from the Book Running Lead Managers BRLMs of the Event of Failure in writing as per this Clause 3.2.2.13.2.b.1, the Registrar shall forthwith, after issuing notice to the Book Running Lead ManagersBRLMs, the Company and each of the Selling ShareholderShareholders, within one (1) Working Day from such receipt, following the reconciliation of accounts with the Escrow Collection Bank or Public Offer Account Bank, as applicable, (which shall be completed within one (1) Working Day after the receipt of intimation of an Event failure of Failurethe Offer) provide to the Escrow Collection Bank, the Public Offer Account Bank, the Refund Bank, the Sponsor BankBanks, the SCSBs, the Book Running Lead ManagersBRLMs, the Company and the Selling ShareholderShareholders, a list of Beneficiaries and the amounts to be refunded by the Refund Bank to such Beneficiaries (in the form specified in Schedule II, hereto) and a list of ASBA Bidders for unblocking the ASBA Accounts and the UPI Accounts Account (in the manner set out in the Offer Documents and in accordance with the UPI Circulars) including accounts blocked through the UPI Mechanism, as applicable. The Registrar shall prepare and deliver to the Company an estimate of the stationery that will be required for printing the refund intimations. The Company shall, within one (1) Working Day of the receipt of the list of Beneficiaries and the amounts to be refunded thereto, prepare and deliver the requisite stationery for printing of refund intimations to the Registrar’s office, who in turn shall immediately dispatch such intimations to the respective Bidders and in any event no later than the time period specified in this regard in the Red Xxxxxxx Prospectus, the Prospectus, the Preliminary Offering Memorandum and the Final Offering Memorandum. The Registrar agrees to be bound by any such instructions from the Book Running Lead Managers BRLMs and agrees to render all requisite cooperation and assistance in this regard. The Registrar further acknowledges the liability of the Company on behalf of the Selling Shareholder to pay interest for delayed issue of refunds in accordance with the ICDR Regulations and applicable SEBI circulars, including the SEBI circular no. SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31, 2021, and shall accordingly provide all assistance in this regard in terms of the UPI Circulars and the SEBI circular no. SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31, 2021, to ensure that the refunds are made within four days (or such applicable time period as may be prescribed by SEBI) in case of non-receipt of final listing and trading approval and any approval from the Stock Exchanges. The Refund Bank confirms that it has the required technology and processes to ensure that refunds made pursuant to an Event of Failure as per this Clause 3.2.2.13.2.b.1, shall be credited in accordance with the instructions received from the Registrar to the Offer, Offer only to: (i) the bank account from which the Bid Amount was remitted to the Escrow Collection Bank by Anchor Investors as per the instruction received from the Registrar, (ii) the respective bank accounts of the Bidders, in case the amounts collected from the respective Bidders has already been transferred to the Refund Account from the Public Offer Account, in case of an occurrence of an Event of Failure; (iii) the bank account of the Underwriters or any other person in respect of any amounts deposited by the Underwriters or any other person in the relevant Escrow Account pursuant to any underwriting obligations in terms of the Underwriting Agreement; and (iv) unblocked in the same ASBA Account including account blocked through the UPI Mechanism mechanism in case of ASBA Bidders, in accordance with Rule 11 of the Companies (Prospectus and Allotment of Securities) Rules, 2014, as amended.;
(e) The Refund Bank shall, forthwith but no later than shall provide the details of the UTR/control numbers of such transfers to the Registrar on the same day. Such Anchor Investors will be sent a letter through electronic mail on the date of the remittance and through registered post by the Registrar informing them about the mode of credit of refund within one (1) Working Day after the remittance date. In the event of any returns/rejects from NEFT/RTGS/NECS/direct credit, the Refund Bank shall inform the BRLMs forthwith and arrange for such refunds to be made through issue and immediate delivery of demand drafts if requested by the Bidder and/or the BRLMs. The Refund Bank shall act in accordance with the instructions of the receipt BRLMs for issuances of these instruments. Physical refunds (if any) shall also be the responsibility of the list Refund Bank. The entire process of refunds shall be completed within four (4) Working Days from the Bid/Offer Closing Date in accordance with Applicable Laws. Such Beneficiaries along will be sent a letter by the Registrar, through ordinary post informing them about the mode of credit of refund within six (6) Working Days after the Bid/ Offer Closing Date by the Registrar or within such other time as may be prescribed under Applicable Laws, by the Registrar. The Surplus Amount shall be transferred to the Refund Account at the instructions of the BRLMs and the Registrar to the Offer in accordance with the amounts to be refunded theretoprocedure specified in the Red Xxxxxxx Prospectus, with notice to the Companythis Agreement, the Selling Shareholder March 16 Circular and the Book Running Lead ManagersJune 2 Circular, ensure that as applicable. Immediately upon the transfer of the requisite amount standing amounts to the credit Refund Account, the Refund Bank shall appropriately confirm the same to the Registrar to the Offer, the BRLMs, the Company and each of the Selling Shareholders;
(f) The Escrow Collection Bank, Public Offer Account Bank, the Refund Account to Bank and the account Sponsor Banks shall be discharged of the Beneficiaries, all their legal obligations under this Agreement only if they have acted in a bona fide manner and in good faith and in accordance with the list terms of Beneficiaries this Agreement, the Red Xxxxxxx Prospectus, the Prospectus, the Preliminary Offering Memorandum, the Final Offering Memorandum, the SEBI ICDR Regulations and any other Applicable Laws;
(g) The Registrar, the Escrow Collection Bank, Public Offer Account Bank, Sponsor Banks and the refund amount mentioned therein) received Refund Bank agree to be bound by any instructions in writing from the Registrar pursuant BRLMs and also agree to sub-clauserender all requisite cooperation and assistance in this regard.
Appears in 1 contract
Failure of Offer prior to Designated Date. 3.2.2.1 The Book Running Lead Managers BRLM shall intimate in writing to the Escrow Collection Bank and/or the Public Offer Account Bank and/or the Refund Bank and/or Sponsor Banks Bank (with a copy to the Company and each of the Selling Shareholder), as appropriate, and the Registrar of the occurrence of any of the following, in the form prescribed (as set out in Schedule I hereto):
(a) An Event of Failure, following the receipt of the relevant information from the Company or the Selling Shareholder, as the case may be;
(b) An event specified in Clause 10.2.4.1, if the Book Running Lead Managers BRLM choose to collectively terminate this Agreement;
(c) The Escrow Collection Bank shall, on receipt of an intimation of an Event of Failure of the Offer from the Book Running Lead Managers BRLM in writing as per this Clause 3.2.2.1, after notice to the Registrar, Book Running Lead ManagersBRLM, each of the Selling Shareholder and the Company forthwith on the same Working Day (for instructions issued during the business hours) and in any case not later than one Working Day from the receipt of written intimation from the Book Running Lead ManagersBRLM, transfer any amounts standing to the credit of the Escrow Account and the Public Offer Account to the Refund Account held with the Refund Bank, for the purpose of refunding such amounts to the Anchor Investors as directed by the Book Running Lead ManagersBRLM. Immediately upon the transfer of amounts to the Refund Account, the Refund Bank shall appropriately confirm the same to the Registrar, the BRLMsManager, the Company and each of the Selling Shareholder;.
(d) On receipt of intimation from the Book Running Lead Managers BRLM of the Event of Failure of the Offer in writing as per this Clause 3.2.2.1, 3.
2.2.1 the Registrar shall forthwith, after issuing notice to the Book Running Lead ManagersBRLM, the Company and each of the Selling Shareholder, within one (1) Working Day from such receipt, following the reconciliation of accounts with the Escrow Collection Bank or Public Offer Account Bank, as applicable, (which shall be completed within one (1) Working Day after the receipt of intimation of an Event failure of Failurethe Offer) provide to the Escrow Collection Bank, the Public Offer Account Bank, the Refund Bank, the Sponsor Bank, the SCSBs, the Book Running Lead ManagersBRLM, the Company and the Selling Shareholder, a list of Beneficiaries and the amounts to be refunded by the Refund Bank to such Beneficiaries (in the form specified in Schedule II, hereto) and a list of ASBA Bidders for unblocking the ASBA Accounts and UPI Accounts (in the manner set out in the Offer Documents and in accordance with the UPI Circulars) including accounts blocked through the UPI Mechanismmechanism, as applicable. The Registrar shall prepare and deliver to the Company an estimate of the stationery that will be required for printing the refund intimations. The Company shall, within one Working Day of the receipt of the list of Beneficiaries and the amounts to be refunded thereto, prepare and deliver the requisite stationery for printing of refund intimations to the Registrar’s office, who in turn shall immediately dispatch such intimations to the respective Bidders and in any event no later than the time period specified in this regard in the Red Xxxxxxx Prospectus, the Prospectus, the Preliminary Offering Memorandum and the Final Offering Memorandum. The Registrar agrees to be bound by any such instructions from the Book Running Lead Managers BRLM and agrees to render all requisite cooperation and assistance in this regard. The Registrar further acknowledges the liability of the Company on behalf of the Selling Shareholder to pay interest for delayed issue of refunds in accordance with the ICDR Regulations and applicable SEBI circulars, including the SEBI circular no. SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31, 2021, and shall accordingly provide all assistance in this regard in terms of the UPI Circulars and the SEBI circular no. SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31, 2021, to ensure that the refunds are made within four days (or such applicable time period as may be prescribed by SEBI) in case of non-receipt of final listing and trading approval and any approval from the Stock Exchanges. The Refund Bank confirms that it has the required technology and processes to ensure that refunds made pursuant to an Event of Failure of the Offer as per this Clause 3.2.2.1, shall be credited in accordance with the instructions received from the Registrar to the Offer, Offer only to: (i) the bank account from which the Bid Amount was remitted to the Escrow Collection Bank by Anchor Investors as per the instruction received from the Registrar, (ii) the respective bank accounts of the Bidders, in case the amounts collected from the respective Bidders has already been transferred to the Refund Account from the Public Offer Account, in case of an occurrence of an Event of Failure; (iii) the bank account of the Underwriters or any other person in respect of any amounts deposited by the Underwriters or any other person in the relevant Escrow Account pursuant to any underwriting obligations in terms of the Underwriting Agreement; and (iv) unblocked in the same ASBA Account including account blocked through the UPI Mechanism in case of ASBA Bidders, in accordance with Rule 11 of the Companies (Prospectus and Allotment of Securities) Rules, 2014, as amended;
(e) The Refund Bank shall, forthwith but no later than one Working Day of the receipt of the list of Beneficiaries along with the amounts to be refunded thereto, with notice to the Company, the Selling Shareholder and the Book Running Lead Managers, ensure that the transfer of the requisite amount standing to the credit of the Refund Account to the account of the Beneficiaries, in accordance with the list of Beneficiaries (and the refund amount mentioned therein) received from the Registrar pursuant to sub-clause,
Appears in 1 contract
Failure of Offer prior to Designated Date. 3.2.2.1 The Book Running Lead Managers shall intimate in writing to the Escrow Collection Bank and/or the Public Offer Account Bank and/or the Refund Bank and/or Sponsor Banks (with a copy to the Company and the Promoter Selling ShareholderShareholder ), as appropriate, and the Registrar of the occurrence of any of the following, in the form prescribed (as set out in Schedule I hereto):
(a) a. An Event of Failure, following the receipt of the relevant information from the Company or the Promoter Selling ShareholderShareholder , as the case may be;
(b) b. An event specified in Clause 10.2.4.1, if the Book Running Lead Managers choose to collectively terminate this Agreement;
(c) c. The Escrow Collection Bank shall, on receipt of an intimation of an Event of Failure from the Book Running Lead Managers in writing as per this Clause 3.2.2.1, after notice to the Registrar, Book Running Lead Managers, the Promoter Selling Shareholder and the Company forthwith on the same Working Day (for instructions issued during the business hours) and in any case not later than one (1) Working Day from the receipt of written intimation from the Book Running Lead Managers, transfer any amounts standing to the credit of the Escrow Account to the Refund Account held with the Refund Bank, for the purpose of refunding such amounts to the Anchor Investors as directed by the Book Running Lead Managers. Immediately upon the transfer of amounts to the Refund Account, the Refund Bank shall appropriately confirm the same to the Registrar, the BRLMs, the Company and the Promoter Selling Shareholder;
(d) d. On receipt of intimation from the Book Running Lead Managers of the Event of Failure in writing as per this Clause 3.2.2.1, the Registrar shall forthwith, after issuing notice to the Book Running Lead Managers, the Company and the Promoter Selling ShareholderShareholder , within one (1) Working Day from such receipt, following the reconciliation of accounts with the Escrow Collection Bank or Public Offer Account Bank, as applicable, (which shall be completed within one (1) Working Day after the receipt of intimation of an Event of Failure) provide to the Escrow Collection Bank, the Public Offer Account Bank, the Refund Bank, the Sponsor BankBanks, the SCSBs, the Book Running Lead Managers, the Company and the Promoter Selling Shareholder, a list of Beneficiaries and the amounts to be refunded by the Refund Bank to such Beneficiaries (in the form specified in Schedule II, hereto) and a list of ASBA Bidders for unblocking the ASBA Accounts and UPI Accounts (in the manner set out in the Offer Documents and in accordance with the UPI Circulars) including accounts blocked through the UPI Mechanism, as applicable. Provided that in the event of either a Minimum Subscription Failure or a Stock Exchange Refusal, the Registrar and Escrow Collection Bank shall undertake the reconciliation of accounts on the same day that the Escrow Collection Bank transfers any amounts standing to the credit of the Escrow Account to the Refund Account held with the Refund Bank as per this Clause 3.2.2.1. (d) and the Registrar shall, on the same Working Day provide the list of Beneficiaries and the amounts to be refunded by the Refund Bank to such Beneficiaries and/or a list of ASBA Bidders for unblocking the ASBA Accounts to the Book Running Lead Managers, the Refund Bank, the Sponsor Banks, the Company and the Promoter Selling Shareholder. The Registrar shall prepare and deliver to the Company an estimate of the stationery that will be required for printing the refund intimations. The Company shall, within one (1) Working Day of the receipt of the list of Beneficiaries and the amounts to be refunded thereto, prepare and deliver the requisite stationery for printing of refund intimations to the Registrar’s office, who in turn shall immediately dispatch such intimations to the respective Bidders and in any event no later than the time period specified in this regard in the Red Xxxxxxx Prospectus, the Prospectus, the Preliminary Offering Memorandum and the Final Offering Memorandum. The Registrar agrees Registrar, the Escrow Collection Bank, the Sponsor Banks, SCSBs and the Refund Bank agree to be bound by any such instructions from the Book Running Lead Managers and agrees to render all requisite cooperation and assistance in this regard. The Registrar further acknowledges the liability of the Company on behalf of the Selling Shareholder to pay interest for delayed issue of refunds in accordance with the ICDR Regulations and applicable SEBI circulars, including the SEBI circular no. SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31, 2021, and shall accordingly provide all assistance in this regard in terms of the UPI Circulars and the SEBI circular no. SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31, 2021, to ensure that the refunds are made within four days (or such applicable time period as may be prescribed by SEBI) in case of non-receipt of final listing and trading approval and any approval from the Stock Exchanges. .
e. The Refund Bank confirms that it has the required technology and processes to ensure and shall ensure that refunds made pursuant to an Event of Failure as per this Clause 3.2.2.1, shall be credited in accordance with the instructions received from the Registrar to the Offer, only to: (i) the bank account from which the Bid Amount was remitted to the Escrow Collection Bank by Anchor Investors as per the instruction received from the Registrar, (ii) the respective bank accounts of the Bidders, in case the amounts collected from the respective Bidders has already been transferred to the Refund Account from the Public Offer Account, in case of an occurrence of an Event of Failure; (iii) the bank account of the Underwriters or any other person in respect of any amounts deposited by the Underwriters or any other person in the relevant Escrow Account pursuant to any underwriting obligations in terms of the Underwriting Agreement; and (iv) unblocked in the same ASBA Account including account blocked through the UPI Mechanism in case of ASBA UPI Bidders, in accordance with Rule 11 of the Companies (Prospectus and Allotment of Securities) Rules, 2014, as amended;
(e) The f. In case of Anchor Investors to whom refunds are to be made through electronic transfer of funds, the Refund Bank shall, forthwith but no later than within one Working Day of the receipt of the list of Beneficiaries along with and the amounts to be refunded theretothereto in accordance with Clause 3.2.2.1.(d), with after notice to the CompanyBRLMs, the Company and the Promoter Selling Shareholder Shareholder, ensure the transfer of the requisite amount to the account of the Beneficiaries as directed by the Registrar (in the form specified in Schedule II, hereto). Such Anchor Investors will be sent a letter through electronic mail by the Registrar informing them about the mode of credit of Refund within 3 (three) Working Days after the Bid/ Offer Closing Date.
g. The Refund Bank shall provide the details of the UTR/control numbers of such transfers to the Registrar on the same day. Such Anchor Investors will be sent a letter through electronic mail on the date of the remittance and through registered post by the Registrar informing them about the mode of credit of refund within one (1) Working Day after the remittance date. In the event of any returns/rejects from NEFT/RTGS/NECS/direct credit, the Refund Bank shall inform the Book Running Lead Managers forthwith and arrange for such refunds to be made through issue and immediate delivery of demand drafts if requested by the Bidder and/or the Book Running Lead Managers. The Refund Bank shall act in accordance with the instructions of the Book Running Lead Managers for issuances of these instruments. Physical refunds (if any) shall also be the responsibility of the Refund Bank. The entire process of refunds through electronic clearance shall be completed within three (3) Working Days from the Bid/Offer Closing Date or such other time as may be prescribed under the Applicable Law. However, in the case of event specified in Clause 3.2.1.1(i), the entire process of dispatch of refunds of amounts through electronic clearance shall be completed within 2 (two) working days from the Bid/ Offer Closing Date, or such other prescribed timeline in terms of the SEBI ICDR Regulations and other Applicable Law. Such Beneficiaries will be sent a letter by the Registrar, through ordinary post informing them about the mode of credit of refund within three (3) Working Days after the Bid/ Offer Closing Date by the Registrar or within such other time as may be prescribed under Applicable Law, by the Registrar. The Registrar further acknowledges the liability of the Company to pay interest for delayed issue of refunds in accordance with the SEBI ICDR Regulations and applicable SEBI circulars, including the November 2024 Circular and shall accordingly provide all assistance in this regard, to ensure that the refunds are made within 4 (four) working days (or such applicable time period as may be prescribed by SEBI) in case of Minimum Subscription Failure. The Surplus Amount shall be transferred to the Refund Account at the instructions of the Book Running Lead Managers and the Registrar to the Offer in accordance with the procedure specified in the Red Xxxxxxx Prospectus, this Agreement, November 2024 Circular, as applicable. Immediately upon the transfer of the amounts to the Refund Account, the Refund Bank shall appropriately confirm the same to the Registrar to the Offer, the Book Running Lead Managers, ensure that the transfer Company and the Promoter Selling Shareholder;
h. Each of the requisite amount standing to the credit of Escrow Collection Bank, Public Offer Account Bank, the Refund Account to Bank and the account Sponsor Banks shall discharge their duties and obligations under this Agreement and shall be discharged of the Beneficiaries, all their legal obligations under this Agreement only if they have acted in a bona fide manner and in good faith and in each case in accordance with the list terms of Beneficiaries (this Agreement, the Red Xxxxxxx Prospectus, the Prospectus, the Preliminary Offering Memorandum, the Final Offering Memorandum, the SEBI ICDR Regulations and any other Applicable Law; and
i. The Registrar, the Escrow Collection Bank, Public Offer Account Bank, Sponsor Banks and the refund amount mentioned therein) received Refund Bank agree to be bound by any instructions in writing from the Registrar pursuant Book Running Lead Managers and also agree to sub-clauserender all requisite cooperation and assistance in this regard.
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