Common use of Fees and Commissions Clause in Contracts

Fees and Commissions. 7.1 The Company and the Selling Shareholders shall pay the fees, commissions, expenses and other charges to the members of the Syndicate in accordance with the terms of this Agreement, the Engagement Letter, the Offer Agreement and as may be agreed in the Underwriting Agreement (if and when executed), as applicable. 7.2 The members of Syndicate shall send the list of all Sub-Syndicate Members to the Registrar for identification. The Registrar shall calculate selling commission based on valid ASBA Forms received from the members of the Syndicate and Sub-Syndicate Members. 7.3 The Company and the Selling Shareholders shall not be responsible for the payment of the fees and commissions to the Sub-Syndicate Members of the members of the Syndicate. The 7.4 The commission payable to the members of the Syndicate/SCSBs, and processing fees in relation to the ASBA Forms from Syndicate ASBA Bidders (other than UPI Bidders) procured by the members of the Syndicate at the Specified Locations and submitted to the relevant branches of the SCSBs for processing shall be paid in the manner set forth in Annexure A. No commission or additional processing/uploading charges shall be payable by the Company and the Selling Shareholders to the SCSBs on the applications directly procured by them. The commission payable to the SCSBs/NPCI and processing fees in relation to the UPI Mechanism from UPI Bidders and submitted to the Stock Exchanges for processing shall be paid in the manner set forth in Annexure A. 7.5 The Company shall be responsible for disbursing the aggregate amount of fees, commissions, expenses and other charges payable to the Registered Brokers, RTAs, CDPs, Sponsor Banks for Bids accepted and uploaded by them in relation to the Offer to the Stock Exchanges in accordance with the Cash Escrow and Sponsor Bank Agreement (the relevant provisions for payment in respect of Retail Individual Investors and Non-Institutional Investors are set forth in Annexure A). The Parties acknowledge that the aggregate amount of commission payable to the Registered Brokers by the Company in relation to the Offer shall be calculated by the Registrar. 7.6 The Parties acknowledge that, other than (i) the listing fees which shall be solely borne by the Company; and (ii) fees for counsel to the Selling Shareholders, if any, which shall be solely borne by the respective Selling Shareholders, all costs, fees and expenses with respect to the Offer shall be shared by the Company and the Promoter Selling Shareholders, on a pro rata basis, in proportion to the number of Equity Shares issued and sold by each of the Promoter Selling Shareholders through the Offer for Sale. All the expenses relating to the Offer shall be paid by the Company in the first instance and that each of the Selling Shareholders shall reimburse the Company for respective proportion of the expenses upon commencement of listing and trading of the Equity Shares on the Stock Exchanges in accordance with Applicable Law. The final payment of commission to the RTAs, CDPs and Sponsor Banks shall be determined on the basis of (i) applications which have been considered eligible for the purpose of Allotment and (ii) the terminal from which the Bid has been uploaded (to determine the particular RTA, CDP or Sponsor Banks to whom the commission is payable).

Appears in 1 contract

Samples: Syndicate Agreement

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Fees and Commissions. 7.1 The Company and the Selling Shareholders shall pay the fees, commissions, expenses and other charges to the members Members of the Syndicate fees, commissions and expenses in accordance with the terms of this Agreement, the Engagement Letter, the Offer Agreement, the Cash Escrow and Sponsor Bank Agreement and as may be agreed in the Underwriting Agreement Agreement, if executed. The selling commission payable to the Syndicate Members, SCSBs (if for Bid cum Application Forms directly procured by them from Retail Individual Bidders, Non-institutional Investors, RTAs, Collecting Depository Participants and when executedRegistered Brokers (on per application basis) (collectively, the “Selling Commission”), is set forth in Annexure A hereto. The manner of disbursement shall be in accordance with the terms of the Cash Escrow and Sponsor Bank Agreement and the Underwriting Agreement. The Company and the Selling Shareholders hereby agree that the aggregate amount of commission payable to the SCSBs, NPCI, Registered Brokers, Collecting Depository Participants, Collecting RTA and processing fees in relation to the UPI Mechanism from Retail Individual Bidders, in relation to the Offer as mutually agreed with the parties shall be deposited by the Company with the Stock Exchanges prior to the receipt of the final listing and trading approvals. The final payment of the said commission shall be made by the Stock Exchanges. It is hereby clarified that the selling commissions should only be paid by the Company, once all the relevant intermediaries have confirmed to BRLMs that there are no pending complaints in relation to blocking or unblocking of Bids made through the UPI Mechanism and that all accounts in ASBA have been unblocked in accordance with the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 read with SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, SEBI master circular no. SEBI/HO/MIRSD/POD- 1/P/CIR/2023/70 dated May 17, 2023, and SEBI master circular no. SEBI/HO/CFD/PoD-2/P/CIR/2023/00094 dated June 21, 2023 to the extent applicable. 7.2 In relation to Bid cum Application Forms procured by the Members of the Syndicate, Collecting Depository Participants and RTAs, and submitted to the relevant branches of the SCSBs for processing, an additional bidding charge (excluding applicable tax) shall be payable by the Company and the Selling Shareholders in the manner set forth in this Agreement, the Offer Agreement and the Cash Escrow and Sponsor Bank Agreement, for each valid and eligible Bid cum Application Form received (“Bidding Charges”). 7.3 In relation to Bid cum Application Forms procured by Members of the Syndicate, Collecting Depository Participants, RTAs, or Registered Brokers and submitted with the SCSBs for blocking, the SCSBs shall be entitled to processing fees (“ASBA Processing Fees”) as set forth in Annexure A. In case of Bid cum Application Forms procured directly by the SCSBs from the Retail Individual Bidders and Non- Institutional Bidders other than the commission payable as per Clause 7.1 read with Annexure A, no ASBA Processing Fees shall be payable to them. No Selling Commission is payable to SCSBs in relation to Bid cum Application Forms submitted by QIBs and procured directly by the SCSBs. 7.4 In addition to the Selling Commission, Bidding Chargers and the ASBA Processing Fees payable in accordance with Clauses 7.1, 7.2 and 7.3, applicable taxes will be separately invoiced and shall be payable by the Company and the Selling Shareholders in accordance with this Agreement, the Offer Agreement and the Cash Escrow Sponsor Bank Agreement. 7.5 The members Members of the Syndicate shall send the list of all Sub-Syndicate Members to the Registrar to the Offer for identificationidentifying the Registered Brokers. The Registrar to the Offer shall calculate selling commission Selling Commission based on valid ASBA Bid-cum-Application Forms received from Registered Brokers. The Company and Selling Shareholders shall pay such Selling Commission for each valid Bid-cum-Application Form procured from Registered Brokers, as indicated in the members Annexure A. Such commission shall be payable, as per the number of valid Bid-cum-Application Forms procured, via the Syndicate and Sub-Syndicate MembersStock Exchanges clearing house system, unless a different method is prescribed by SEBI/Stock Exchanges. 7.3 7.6 The Company and the Selling Shareholders shall not be responsible for the payment of the fees and commissions liable to the Sub-Syndicate Members of the members of the Syndicate. The 7.4 The commission payable to the members of the Syndicate/SCSBs, and processing fees in relation to the ASBA Forms from Syndicate ASBA Bidders (other than UPI Bidders) procured by the members of the Syndicate at the Specified Locations and submitted to the relevant branches of the SCSBs for processing shall be paid in the manner set forth in Annexure A. No commission or additional processing/uploading charges shall be payable by the Company and the Selling Shareholders to the SCSBs on the applications directly procured by them. The commission payable to the SCSBs/NPCI and processing fees in relation to the UPI Mechanism from UPI Bidders and submitted to the Stock Exchanges for processing shall be paid in the manner set forth in Annexure A. 7.5 The Company shall be responsible for disbursing pay the aggregate amount of fees, commissions, expenses and other charges payable to the Registered Brokers, RTAs, CDPs, Sponsor Banks for Bids accepted and uploaded by them Brokers in relation to the Offer Offer, to the Stock Exchanges in accordance with the Cash Escrow and Sponsor Bank Agreement (the relevant provisions for payment in respect of Retail Individual Investors Bidders and Non-Institutional Investors Bidders are set forth in Annexure A). The final payment of commission to the Registered Brokers shall be made by the Stock Exchanges upon receipt of the aggregate commission from the Company and the Selling Shareholders. The Parties acknowledge that the aggregate amount of commission payable to the Registered Brokers by the Company in relation to the Offer shall be calculated by the RegistrarRegistrar to the Offer. 7.6 7.7 The Parties acknowledge that, other than (i) the listing fees which shall be solely borne by the Company; and (ii) fees for counsel to the Selling Shareholders, if any, which shall be solely borne by the respective Selling Shareholders, all costs, fees and expenses with respect to the Offer shall be shared by the Company and the Promoter Selling Shareholders, on a pro rata basis, in proportion to the number of Equity Shares issued and sold by each of the Promoter Selling Shareholders through the Offer for Sale. All the expenses relating to the Offer shall be paid by the Company in the first instance and that each of the Selling Shareholders shall reimburse be liable to pay the Company aggregate amount of fees, commission, expenses and other charges payable to the RTAs and the CDPs in relation to Bids accepted and uploaded by them (the relevant provisions for respective proportion payment in respect of the expenses upon commencement of listing Retail Individual Bidders and trading of the Equity Shares on the Stock Exchanges Non-Institutional Bidders are set forth in accordance with Applicable LawAnnexure A). The final payment of commission to the RTAs, RTAs and CDPs and Sponsor Banks shall be determined on the basis of (i) applications which have been considered eligible for the purpose of Allotment and (ii) the terminal from which the Bid has been uploaded (to determine the particular RTA, RTA or CDP or Sponsor Banks to whom the commission is payable). 7.8 The Company and the Selling Shareholders shall not be responsible for the payment of the fees and commissions to the Syndicate and Sub-Syndicate Members, as applicable. 7.9 Each of the Company and the Selling Shareholders agrees to share the costs and expenses under Clause 7 of this Agreement in the manner stated in Clause 20 of the Offer Agreement, as amended. 7.10 In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism), exceeding the timelines as provided under Applicable Law the Bidder shall be compensated by the intermediary responsible for causing such delay in unblocking, as required under Applicable Law, including the UPI Circulars (the “Relevant Intermediary”). In addition to the above, by way of the UPI Circulars, SEBI has put in place measures to have a uniform policy and to further streamline the reconciliation process among intermediaries and to provide a mechanism of compensation to investors. It is hereby clarified that in case of any failure or delay on the part of such Relevant Intermediary (as determined by the BRLMs, in their sole discretion) in resolving the grievance of an investor, beyond the date of receipt of a complaint in relation to unblocking, such Relevant Intermediary will be liable to pay compensation to the investor in accordance with the UPI Circulars, as applicable. The Company and the Selling Shareholders acknowledge that the Members of the Syndicate are not responsible for unblocking of accounts and any delay in unblocking is sole responsibility of SCSBs. It is hereby clarified that in the event of any obligation on the BRLMs to pay compensation to Bidders on account of delays in redressal of grievances of such Bidders in relation to the unblocking of UPI Bids and/or for any other reason pursuant to and/or arising out of the same, the Company and the Promoter Selling Shareholders shall reimburse the relevant BRLM for such compensation in a manner as agreed upon in the Offer Agreement and the Cash Escrow and Sponsor Bank Agreement. 7.11 The payment of processing fee/selling commission to the intermediaries be released only after ascertaining that there are no pending complaints pertaining to block/unblock of UPI bids, receiving the confirmation on completion of unblocks from Sponsor Bank/SCSBs. 7.12 Parties note the contents of SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 read with the SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 and any other circulars or notifications issued by the SEBI in this regard (together the “SEBI 2021- 2022 Circulars”) and SEBI master circular no. SEBI/HO/MIRSD/POD- 1/P/CIR/2023/70 dated May 17, 2023 and SEBI master circular no. SEBI/HO/CFD/PoD-2/P/CIR/2023/00094 dated June 21, 2023 (“Master Circulars”)and also the mechanism put in place in the Cash Escrow and Sponsor Bank Agreement for compliance with the SEBI 2021-2022 Circulars and the Master Circulars.

Appears in 1 contract

Samples: Syndicate Agreement

Fees and Commissions. 7.1 The Company and the Selling Shareholders shall pay the costs, fees, commissions, expenses and other charges to the members of the Syndicate in accordance with the terms of this Agreement, the Engagement Fee Letter, the Offer Agreement, the Cash Escrow and Sponsor Bank Agreement and as may be agreed in the Underwriting Agreement (if and when executed), as applicable. 7.2 The members of Syndicate shall send the list of all Sub-Syndicate Members to the Registrar for identification. The Registrar shall calculate selling commission based on valid ASBA Forms received from the members of the Syndicate and Sub-Syndicate Members. 7.3 The Company and the Selling Shareholders shall not be responsible for the payment of the fees and commissions to the Sub-Syndicate Members of the members of the Syndicate. TheThe members of the Syndicate shall be responsible for the payment of fees and commission to their respective Sub-Syndicate Members. 7.4 The commission payable to the members of the Syndicate/SCSBs, and processing fees in relation to the ASBA Forms from Syndicate ASBA Bidders (other than UPI Bidders) procured by the members of the Syndicate at the Specified Locations and submitted to the relevant branches of the SCSBs for processing shall be paid in the manner set forth in Annexure A. No commission or additional processing/uploading charges shall be payable by the Company and the Selling Shareholders to the SCSBs on the applications directly procured by them. The commission payable to the SCSBs/NPCI and processing fees in relation to the UPI Mechanism from UPI Bidders and submitted to the Stock Exchanges for processing shall be paid in the manner set forth in Annexure A.A. The final payment of commission to the Registered Brokers shall be made by the Stock Exchanges in accordance with the SEBI Process Circular upon receipt of the aggregate commission from the Company on behalf of itself and the Selling Shareholders (in proportion to the Equity Shares contributed by each of them in the Offer). The Parties acknowledge that the aggregate amount of commission payable to the Registered Brokers in relation to the Offer shall be calculated by the Registrar. The payment of processing fee/ selling commission to the intermediaries shall be released only after ascertaining that there are no pending complaints pertaining to block/ unblock of Bids and after receiving relevant confirmations for completion of unblocking from Sponsor Banks/ SCSBs and the Registrar, in accordance with the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 read with SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 and any other circulars or notifications issued by SEBI in this regard. 7.5 The Company and the Selling Shareholders shall be responsible for disbursing the aggregate amount of fees, commissions, expenses and other charges payable to the Registered Brokers, RTAs, CDPs, Sponsor Banks for Bids accepted and uploaded by them in relation to the Offer to the Stock Exchanges in accordance with the Cash Escrow and Sponsor Bank Agreement (the relevant provisions for payment in respect of Retail Individual Investors Bidders and Non-Institutional Investors are set forth in Annexure A). The Parties acknowledge that the aggregate amount of commission payable to the Registered Brokers by the Company in relation to the Offer shall be calculated by the Registrar. If withholding tax is applicable on payment of any fees to the members of the Syndicate, the Company shall deduct such withholding tax from the respective fees payment and shall provide such member of the Syndicate with an original or authenticated copy of the tax receipt within the prescribed timelines. 7.6 In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism) exceeding the timelines as provided under Applicable Law, the Bidder shall be compensated by the intermediary responsible for causing such delay in unblocking, in accordance with the applicable UPI Circulars. It is hereby clarified that in the event of any compensation required to be paid by the Book Running Lead Managers to Bidders for delays in redressal of their grievance by the SCSBs in accordance with the SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, the SEBI circular SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, SEBI circular SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022 SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, SEBI circular SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, SEBI master circular SEBI/HO/CFD/PoD-2/P/CIR/2023/00094 dated June 21, 2023, and any subsequent circulars or notifications issued by SEBI in this regard, the Company shall reimburse the relevant Book Running Lead Managers for such compensation (including applicable taxes and statutory charges, interest or penalty, if any) within 2 (two) Working Days of (i) receipt of proof of payment of compensation (including applicable taxes and statutory charges, interest or penalty, if any) by the Book Running Lead Manager, or (ii) the amount of compensation payable (including applicable taxes and statutory charges, if any) along with the proof of such compensation payable, being communicated to the Company in writing by the Book Running Lead Managers 7.7 The Parties acknowledge that, other than (i) the listing fees which shall be solely borne by the Company; and (ii) fees for counsel to the Selling Shareholders, if any, which shall be solely borne by the respective Selling Shareholders, all costs, fees and expenses with respect obligations required to the Offer shall be shared made under this Section 7 of this Agreement incurred by the Company and the Promoter Selling Shareholders, on a pro rata basis, in proportion to the number of Equity Shares issued and sold by each of the Promoter Selling Shareholders through the Offer for Sale. All the expenses relating to the Offer shall be paid by the Company in the first instance and that each behalf of the Selling Shareholders shall reimburse the Company for respective proportion upon successful completion of the expenses upon commencement of listing and trading of Offer, be reimbursed by the Equity Shares on the Stock Exchanges Selling Shareholders in accordance with Applicable Lawthe Cash Escrow and Sponsor Bank Agreement. The Selling Shareholders shall reimburse the Company, for the expenses incurred by the Company on behalf of the Selling Shareholders pursuant to this Agreement in connection with the Offer for Sale. The final payment of commission to the RTAs, CDPs and Sponsor Banks shall be determined on the basis of (i) applications which have been considered eligible for the purpose of Allotment and (ii) the terminal from which the Bid has been uploaded (to determine the particular RTA, CDP or Sponsor Banks to whom the commission is payable).. In the event that

Appears in 1 contract

Samples: Syndicate Agreement

Fees and Commissions. 7.1 The Company and the Selling Shareholders shall pay the fees, commissions, commission and expenses and other charges to the members Members of the Syndicate shall be paid in accordance with the terms of this Agreement, the Engagement Letter, the Offer Agreement and as may be agreed in the Underwriting Agreement (if and when executed)) and this Agreement. Notwithstanding anything contained in Section 8, as applicablethe fees and expenses payable to the BRLMs shall be paid in accordance with Engagement Letter. 7.2 The members of Syndicate shall send the list of all Sub-Syndicate Members to the Registrar for identification. The Registrar shall calculate selling commission based on valid ASBA Forms received from the members of the Syndicate and Sub-Syndicate Members. 7.3 The Company Corporation and the Selling Shareholders Shareholder shall not be responsible for the payment of the fees and commissions commission to the SubSyndicate Members or the sub-syndicate members. The BRLMs shall be responsible for the payment of fees and commission to their respective Syndicate Member. The Members of the Syndicate shall be responsible for the payment of fees and commission to their respective sub-syndicate members. 7.3 The members of syndicate shall send the Syndicatelist of all sub- syndicate members, along with application number ranges and terminal IDs to the Registrar to the Offer for identification. TheThe Registrar to the Offer shall calculate selling commission based on valid bids received from the members of syndicate and sub- syndicate members. 7.4 The commission payable to the members Members of the Syndicate/SCSBs, and processing fees in relation to the ASBA Forms from Syndicate ASBA Bidders (other than UPI Bidders) procured by the members Members of the Syndicate at the Specified Locations and submitted to the relevant branches of the SCSBs for processing shall be paid in the manner set forth in Annexure A. No commission or additional processing/uploading charges shall be payable by A hereto. Further, in terms of the Company and UPI Circulars, the Selling Shareholders payment of processing fees to the SCSBs on shall be undertaken pursuant to an application made by the applications directly procured by them. The commission payable SCSBs to the SCSBs/NPCI BRLMs, and processing fees in relation to the UPI Mechanism from UPI Bidders and submitted to the Stock Exchanges for processing such application shall be paid in the manner set forth in Annexure A. 7.5 The Company shall be responsible for disbursing the aggregate amount of fees, commissions, expenses and other charges payable to the Registered Brokers, RTAs, CDPs, Sponsor Banks for Bids accepted and uploaded by them in relation to the Offer to the Stock Exchanges in accordance with the Cash Escrow and Sponsor Bank Agreement (the relevant provisions for payment in respect of Retail Individual Investors and Non-Institutional Investors are set forth in Annexure A). The Parties acknowledge that the aggregate amount of commission payable to the Registered Brokers by the Company in relation to the Offer shall be calculated by the Registrar. 7.6 The Parties acknowledge that, other than made only after (i) the listing fees which shall be solely borne unblocking of application amounts for each application received by the Company; SCSB has been fully completed, and (ii) fees for counsel applicable compensation relating to investor complaints has been paid by the SCSB to the Selling Shareholdersinvestors. 7.5 In the event of a material default or breach on the part of any Member of the Syndicate (“Defaulting Member”) in the performance of their respective obligations mentioned herein, including those defined in the Underwriting Agreement, if anyand when executed or the terms of the Red Xxxxxxx Prospectus, the Prospectus or Applicable Law or the operating instructions of the BRLMs, the Defaulting Member shall forfeit all or any right to the fees payable under the Engagement Letter by the Selling Shareholder, as the case may be, and the Selling Shareholder shall in such event not be under any obligation to make any payment on any account whatsoever of any amounts to the Defaulting Member without prejudice to the rights of the other Members of the Syndicate in respect of their respective fees payable under the terms and conditions of the Engagement Letter and Underwriting Agreement. The Corporation and the Selling Shareholder will, however, afford reasonable opportunity to be heard to the concerned Defaulting Member of the Syndicate before exercising the right/remedy under this Agreement. Notwithstanding non-payment by the Selling Shareholder pursuant to any material default or breach on the part of the Defaulting Member, the Corporation and the Selling Shareholder shall be free to pursue any other remedy available to it against the Defaulting Member. 7.6 In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism) exceeding four Working Days from the Bid/Offer Closing Date, the Bidder shall be compensated as per the Applicable Law for the entire duration of delay exceeding four Working Days from the Bid/ Offer Closing Date by the intermediary responsible for causing such delay in unblocking. The BRLMs shall identify and fix the liability on such intermediary or entity (the “Relevant Intermediary”) responsible for such delay in unblocking. It is hereby clarified that the Members of the Syndicate shall not be liable in any manner whatsoever for any failure or delay on the part of such Relevant Intermediary to discharge its obligation to compensate the investor for the delay in unblocking of amount, as stated above, which shall be solely borne determined by the respective Selling ShareholdersBRLMs, all costs, fees and expenses in consultation with respect to the Offer shall be shared by the Company Corporation and the Promoter Selling Shareholders, on a pro rata basis, in proportion to the number of Equity Shares issued and sold by each of the Promoter Selling Shareholders through the Offer for Sale. All the expenses relating to the Offer shall be paid by the Company in the first instance and that each of the Selling Shareholders shall reimburse the Company for respective proportion of the expenses upon commencement of listing and trading of the Equity Shares on the Stock Exchanges in accordance with Applicable Law. The final payment of commission to the RTAs, CDPs and Sponsor Banks shall be determined on the basis of (i) applications which have been considered eligible for the purpose of Allotment and (ii) the terminal from which the Bid has been uploaded (to determine the particular RTA, CDP or Sponsor Banks to whom the commission is payable)Shareholder.

Appears in 1 contract

Samples: Syndicate Agreement

Fees and Commissions. 7.1 7.1. The Company and the Selling Shareholders agrees that they shall pay the fees, commissions, expenses and other charges to the members of the Syndicate in accordance with the terms of this Agreement, the Engagement Letter, the Offer Agreement, the Cash Escrow and Sponsor Bank Agreement and as may be agreed in the Underwriting Agreement (if and when executed), as applicable. The Promoter Selling Shareholder has authorized the Company to take all actions in respect of the Offer for and on its behalf in accordance with Section 28 of the Companies Act, 2013 and shall reimburse the Company in the manner agreed in Section 14 of the Offer Agreement. 7.2 7.2. The members of the Syndicate shall send the list of all Sub-Syndicate Members to the Registrar for identification. The Registrar shall calculate selling commission based on valid ASBA Forms received from the members of the Syndicate and Sub-Syndicate Members. 7.3 7.3. The Company and the Promoter Selling Shareholders Shareholder shall not be responsible for the payment of the fees and commissions to the Sub-Syndicate Members of the members of the SyndicateMembers. The 7.4 The commission payable to the members of the Syndicate/SCSBs, and processing fees in relation to the ASBA Forms from Syndicate ASBA Bidders (other than UPI Bidders) procured by the members of the Syndicate at shall be responsible for the Specified Locations payment of fees and submitted commission to their respective Sub-Syndicate Members. 7.4. The Company, on behalf of itself and the Promoter Selling Shareholder, shall pay selling commission to the relevant branches of the Syndicate Member, SCSBs (for processing shall be paid in the manner Bid cum Application Forms directly procured by them from Retail Individual Bidders and Non-Institutional Bidders), RTAs, Collecting Depository Participants and Registered Brokers, as set forth in Annexure A. No The Parties acknowledge that the aggregate amount of commission payable to the Registered Brokers by the Company (on behalf of itself and the Promoter Selling Shareholder) in relation to the Offer shall be calculated by the Registrar. The manner of disbursement of the aforesaid fees, commissions and expenses shall be in accordance with the terms of the Cash Escrow and Sponsor Bank Agreement. Payments to such intermediaries shall be made by the Company (on behalf of itself and the Promoter Selling Shareholder) only after ascertaining that there are no pending complaints pertaining to block/unblock of Bids and after receiving relevant confirmations for completion of unblocking from Sponsor Bank/SCSBs and the Registrar, in accordance with the March 16 Circular and any other circulars or additional processing/uploading charges notifications issued by the SEBI in this regard and applicable compensation relating to investor complaints having been paid by the SCSB to the investors. The SCSBs, the Sponsor Banks and the Registrar to the Offer shall provide the relevant confirmations to the BRLMs in accordance with the UPI Circulars. 7.5. In relation to Bid cum Application Forms procured by members of the Syndicate, Collecting Depository Participants, RTAs, or Registered Brokers and submitted with the SCSBs for blocking, the SCSBs shall be entitled to processing fees as set forth in Annexure A which shall be payable by the Company (on behalf of itself and the Promoter Selling Shareholders Shareholder), exclusive of applicable taxes. 7.6. The Parties acknowledge that, all expenses, fees and payment obligations required to be made under Section 7 of this Agreement incurred shall be borne by the Company and the Promoter Selling Shareholder in proportion to the SCSBs on number of Equity Shares issued and/or transferred by each of the applications directly procured Company and the Promoter Selling Shareholder in the Offer, respectively, except as may be prescribed by themthe SEBI or any other regulatory authority. The commission payable to Company (on behalf of itself and the SCSBs/NPCI and processing fees in relation to the UPI Mechanism from UPI Bidders and submitted to the Stock Exchanges for processing shall be paid in the manner set forth in Annexure A. 7.5 The Company Promoter Selling Shareholder) shall be responsible for disbursing the aggregate amount of fees, commissions, expenses and other charges payable to the Registered Brokers, RTAs, CDPs, the CDPs and the Sponsor Banks for in relation to Bids accepted and uploaded by them in relation to the Offer to the Stock Exchanges in accordance with the Cash Escrow and Sponsor Bank Agreement (the relevant provisions for payment in respect of Retail Individual Investors RIBs and Non-Institutional Investors Bidders are set forth in Annexure A). The Parties acknowledge that the aggregate amount of commission payable to the Registered Brokers by the Company in relation to the Offer shall be calculated by the Registrar. 7.6 The Parties acknowledge that, other than (i) the listing fees which shall be solely borne by the Company; and (ii) fees for counsel to the Selling Shareholders, if any, which shall be solely borne by the respective Selling Shareholders, all costs, fees and expenses with respect to the Offer shall be shared by the Company and the Promoter Selling Shareholders, on a pro rata basis, in proportion to the number of Equity Shares issued and sold by each of the Promoter Selling Shareholders through the Offer for Sale. All the expenses relating to the Offer shall be paid by the Company in the first instance and that each of the Selling Shareholders shall reimburse the Company for respective proportion of the expenses upon commencement of listing and trading of the Equity Shares on the Stock Exchanges in accordance with Applicable Law. The final payment of commission to the RTAs, CDPs and the Sponsor Banks shall be determined on the basis of (i) applications which have been considered eligible for the purpose of Allotment and (ii) the terminal from which the Bid has been uploaded (to determine the particular RTA, CDP or Sponsor Banks Bank to whom the commission is payable). 7.7. In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism) exceeding the timelines as provided under Applicable Law, the Bidder shall be compensated by the intermediary responsible for causing such delay in unblocking. In case any compensation has been paid by the members of the Syndicate in such a situation, the Company and the Promoter Selling Shareholder shall reimburse the relevant member of the Syndicate for such compensation (including applicable taxes and statutory charges, if any) within five (5) Working Days of (i) a written intimation from the relevant member of the Syndicate (with a copy to the remaining members of the Syndicate); or (ii) receipt of proof of payment of compensation (including applicable taxes and statutory charges, if any) along with the proof of such compensation paid or payable, being communicated to the Company and the Promoter Selling Shareholder in writing by the member of the Syndicate, for any liabilities incurred by the members of the Syndicate for delay or failure in unblocking of ASBA funds by SCSBs or non-performance of roles by the Registrar to the Offer and/or the SCSBs as set out in the ICDR Master Circular, March 16 Circular, the June 2 Circular and the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022. Each member of the Syndicate, upon incurring any liabilities in terms of the ICDR Master Circular, March 16 Circular, the June 2 Circular and the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 will promptly intimate the Company.

Appears in 1 contract

Samples: Syndicate Agreement

Fees and Commissions. 7.1 The Company and the Selling Shareholders shall pay the fees, commissions, expenses and other charges to the members of the Syndicate in accordance with the terms of this Agreement, the Engagement Letter, the Offer Agreement and as may be agreed in the Underwriting Agreement (if and when executed), as applicable. 7.2 The members of Syndicate shall send the list of all Sub-Syndicate Members to the Registrar for identification. The Registrar shall calculate selling commission based on valid ASBA Forms received from the members of the Syndicate and Sub-Syndicate Members. 7.3 The Company and the Selling Shareholders shall not be responsible for the payment of the fees and commissions to the Sub-Syndicate Members of the members of the Syndicate. The 7.4 The commission payable to the members Members of the Syndicate/SCSBsSyndicate /SCSBs, and processing fees in relation to the ASBA Forms from Syndicate ASBA Bidders (other than UPI Bidders) procured by the members Members of the Syndicate at the Specified Locations and submitted to the relevant branches of the SCSBs for processing shall be paid in the manner set forth in Annexure A. It is hereby clarified that the selling commissions should only be paid by the Company, once all the relevant intermediaries have confirmed to the Book Running Lead Managers that there are no pending complaints in relation to the Issue, in accordance with the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 read with the SEBI circular no. SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31, 2021. Once such confirmations are received, the Book Running Lead Managers will instruct the Company to pay the selling commission to the relevant intermediaries. In relation to Bid cum Application Forms procured by Members of the Syndicate, CDPs, RTAs, or Registered Brokers and submitted with the SCSBs for blocking, the SCSBs shall be entitled to processing fees including NPCI processing fees as set forth in Annexure A which shall be payable by the Company. No commission or additional processing/uploading charges shall be payable by the Company and the Selling Shareholders to the SCSBs on the applications directly procured by them. The commission payable to the SCSBs/NPCI National Payments Corporation of India and processing fees in relation to the UPI Mechanism from UPI Bidders and submitted to the Stock Exchanges for processing shall be paid in the manner set forth in Annexure A.A. The manner of disbursement of the aforesaid fees, commissions and expenses shall be in accordance with the terms of the Cash Escrow and Sponsor Bank Agreement. Furthermore, applicable taxes will be separately invoiced and shall be payable in accordance with this Agreement, the Issue Agreement, the Cash Escrow and Sponsor Bank Agreement, and the Underwriting Agreement, as applicable. 7.2 In relation to Bid cum Application Forms procured by the Members of the Syndicate, Collecting Depository Participants and RTAs, and submitted to the relevant branches of the SCSBs for processing, an additional bidding charge (excluding applicable tax) shall be payable by the Company in the manner set forth in this Agreement, the Issue Agreement and the Public Issue and Sponsor Bank Agreement, for each valid and eligible Bid cum Application Form received (“Bidding Charges”). 7.3 In relation to Bid cum Application Forms procured by Members of the Syndicate, Collecting Depository Participants, RTAs, or Registered Brokers and submitted with the SCSBs for blocking, the SCSBs shall be entitled to processing fees (“ASBA Processing Fees”) as set forth in Annexure A. In case of Bid cum Application Forms procured directly by the SCSBs from the Retail Individual Bidders and Non-Institutional Investors other than the commission payable as per Clause 7.1 read with Annexure A, no ASBA Processing Fees shall be payable to them. No Selling Commission is payable to SCSBs in relation to Bid cum Application Forms submitted by QIBs and procured directly by the SCSBs. 7.4 In addition to the Selling Commission, Bidding Chargers and the ASBA Processing Fees payable in accordance with Clauses 7.2 and 7.3, applicable taxes will be separately invoiced and shall be payable by the Company in accordance with this Agreement, the Issue Agreement and the Cash Escrow Sponsor Bank Agreement. 7.5 The Members of the Syndicate shall send the list of all Sub-Syndicate Members to the Registrar to the Issue for identifying the Registered Brokers. The Registrar to the Issue shall calculate Selling Commission based on valid Bid-cum-Application Forms received from Registered Brokers. The Company shall pay such Selling Commission for each valid Bid-cum-Application Form procured from Registered Brokers, as indicated in the Annexure A. Such commission shall be payable, as per the number of valid Bid-cum-Application Forms procured, via the Stock Exchanges clearing house system, unless a different method is prescribed by SEBI/Stock Exchanges. 7.6 The Company shall be responsible for disbursing liable to pay the aggregate amount of fees, commissions, expenses and other charges payable to the Registered Brokers, RTAs, CDPs, Sponsor Banks for Bids accepted and uploaded by them Brokers in relation to the Offer Issue, to the Stock Exchanges in accordance with the Cash Escrow and Sponsor Bank Agreement (the relevant provisions for payment in respect of Retail Individual Investors Bidders and Non-Institutional Investors Bidders are set forth in Annexure A). The final payment of commission to the Registered Brokers shall be made by the Stock Exchanges upon receipt of the aggregate commission from the Company. The Parties acknowledge that the aggregate amount of commission payable to the Registered Brokers by the Company in relation to the Offer Issue shall be calculated by the RegistrarRegistrar to the Issue. 7.6 7.7 The Parties acknowledge that, other than (i) the listing fees which Company shall be solely borne by liable to pay the Company; aggregate amount of fees, commission, expenses and (ii) fees for counsel other charges payable to the Selling Shareholders, if any, which shall be solely borne by the respective Selling Shareholders, all costs, fees and expenses with respect to the Offer shall be shared by the Company RTAs and the Promoter Selling Shareholders, on a pro rata basis, CDPs in proportion relation to Bids accepted and uploaded by them (the number relevant provisions for payment in respect of Equity Shares issued Retail Individual Bidders and sold by each of the Promoter Selling Shareholders through the Offer for Sale. All the expenses relating to the Offer shall be paid by the Company Non-Institutional Bidders are set forth in the first instance and that each of the Selling Shareholders shall reimburse the Company for respective proportion of the expenses upon commencement of listing and trading of the Equity Shares on the Stock Exchanges in accordance with Applicable LawAnnexure A). The final payment of commission to the RTAs, RTAs and CDPs and Sponsor Banks shall be determined on the basis of (i) applications which have been considered eligible for the purpose of Allotment and (ii) the terminal from which the Bid has been uploaded (to determine the particular RTA, RTA or CDP or Sponsor Banks to whom the commission is payable). 7.8 The Company shall not be responsible for the payment of the fees and commissions to the Sub- Syndicate Members. The Members of the Syndicate shall be responsible for the payment of fees and commission to their respective Sub-Syndicate Members. 7.9 In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism), exceeding the timelines as provided under Applicable Law the Bidder shall be compensated by the intermediary responsible for causing such delay in unblocking, as required under Applicable Law, including the UPI Circulars (“Relevant Intermediary”). In addition to the above, by way of the UPI Circulars, SEBI has put in place measures to have a uniform policy and to further streamline the reconciliation process among intermediaries and to provide a mechanism of compensation to investors. It is hereby clarified that in case of any failure or delay on the part of such Relevant Intermediary (as determined by the BRLMs, in their sole discretion) in resolving the grievance of an investor, beyond the date of receipt of a complaint in relation to unblocking, such Relevant Intermediary will be liable to pay compensation to the investor in accordance with the UPI Circulars, as applicable. The Company acknowledge that the Members of the Syndicate are not responsible for unblocking of accounts and any delay in unblocking is sole responsibility of SCSBs. It is hereby clarified that in the event of any obligation on the BRLMs to pay compensation to Bidders on account of delays in redressal of grievances of such Bidders in relation to the unblocking of UPI Bids and/or for any other reason pursuant to and/or arising out of the same, the Company shall reimburse the relevant BRLM for such compensation in a manner as agreed upon in the Issue Agreement and the Cash Escrow and Sponsor Bank Agreement.

Appears in 1 contract

Samples: Syndicate Agreement

Fees and Commissions. 7.1 The Company and the Promoter Selling Shareholders shall Shareholder shall, severally and not jointly, and in accordance with the terms of the Engagement Letter, the Offer Agreement, the Cash Escrow and Sponsor Banks Agreement if executed, pay the fees, commissions, commissions and expenses and other charges of the Members of the Syndicate. The selling commission payable to the members Syndicate Members, SCSBs (for Bid cum Application Forms directly procured by them from Retail Individual Bidders, and Non- Institutional Investors), RTAs, Collecting Depository Participants and Registered Brokers (on Selling Commission hereto. The manner of disbursement shall be in accordance with the terms of the Cash Escrow and Sponsor Banks Agreement. Payments to such intermediaries shall be made by the Company (on behalf of itself and the Promoter Selling Shareholder) only after ascertaining that there are no pending complaints pertaining to block/unblock of Bids and after receiving relevant confirmations for completion of unblocking from Sponsor Bank/SCSBs and the Registrar, in accordance with the March 16 Circular and any other circulars or notifications issued by the SEBI in this regard and applicable compensation relating to investor complaints having been paid by the SCSB to the investors. The SCSBs, the Sponsor Banks and the Registrar to the Offer shall provide the relevant confirmations to the Members of the Syndicate in accordance with the terms of this Agreement, the Engagement Letter, the Offer Agreement and as may be agreed in the Underwriting Agreement (if and when executed), as applicableUPI Circulars. 7.2 The members of Syndicate shall send In relation to Bid cum Application Forms procured by the list of all Sub-Syndicate Members to the Registrar for identification. The Registrar shall calculate selling commission based on valid ASBA Forms received from the members of the Syndicate and Sub-Syndicate Members. 7.3 The Company and the Selling Shareholders shall not be responsible for the payment of the fees and commissions to the Sub-Syndicate Members of the members of the Syndicate. The 7.4 The commission payable to the members of the Syndicate/SCSBs, Collecting Depository Participants and processing fees in relation to the ASBA Forms from Syndicate ASBA Bidders (other than UPI Bidders) procured by the members of the Syndicate at the Specified Locations RTAs, and submitted to the relevant branches of the SCSBs for processing processing, an additional bidding charge (excluding applicable tax) shall be paid payable in the manner set forth in this Agreement, the Offer Agreement and the Cash Escrow and Sponsor Banks Agreement, for each valid and eligible Bid cum Application Form received Bidding Charges Annexure A. 7.3 In relation to Bid cum Application Forms procured by Members of the Syndicate, Collecting Depository Participants, RTAs, or Registered Brokers and submitted with the SCSBs for ASBA Processing Fees in Annexure A. No In case of Bid cum Application Forms procured directly by the SCSBs from the Retail Individual Bidders, and Non-Institutional Investors other than the commission or additional processing/uploading charges payable as per Clause 7.1 read with Annexure A, no ASBA Processing Fees shall be payable to them. No Selling Commission is payable to SCSBs in relation to Bid cum Application Forms submitted by QIBs and procured directly by the Company SCSBs. 7.4 In addition to the Selling Commission and the Selling Shareholders to ASBA Processing Fees payable in accordance with Clauses 7.1, 7.2 and 7.3, applicable taxes will be separately invoiced and shall be payable in accordance with this Agreement, the SCSBs on Offer Agreement and the applications directly procured by them. Cash Escrow and Sponsor Banks Agreement. 7.5 The commission payable to the SCSBs/NPCI SCSBs/ Sponsor Bank/ National Payments Corporation of India and processing fees in relation to the UPI Mechanism from UPI Bidders and submitted to the Stock Exchanges for processing shall be paid in the manner set forth in Annexure A. 7.5 7.6 The Company Members of the Syndicate shall send the list of all Sub-Syndicate Members to the Registrar to the Offer for identifying the Registered Brokers. The Registrar to the Offer shall calculate Selling Commission based on valid Bid-cum-Application Forms received from Registered Brokers. Such commission shall be responsible for disbursing payable, as per the number of valid Bid-cum-Application Forms procured, via the Stock Exchanges clearing house system, unless a different method is prescribed by SEBI/Stock Exchanges. 7.7 The Company, on behalf of itself and the Promoter Selling Shareholder shall be liable to pay the aggregate amount of fees, commissions, expenses and other charges payable to the Registered Brokers, RTAs, CDPs, Sponsor Banks for Bids accepted and uploaded by them Brokers in relation to the Offer to the Stock Exchanges in accordance with the Cash Escrow and Sponsor Bank Agreement (the relevant provisions for payment in respect of Retail Individual Investors Bidders and Non-Institutional Investors Bidders are set forth in Annexure A). The final payment of commission to the Registered Brokers shall be made by the Stock Exchanges upon receipt of the aggregate commission from the Company. The Parties acknowledge that the aggregate amount of commission payable to the Registered Brokers by the Company in relation to the Offer shall be calculated by the RegistrarRegistrar to the Offer. 7.6 The Parties acknowledge that7.8 All Offer related expenses, other than (i) the listing fees which shall be solely borne by the Company; and (ii) fees for counsel to the Selling Shareholdersincluding commissions, if any, which shall be solely borne by the respective Selling Shareholders, all costsexpenses, fees and expenses with respect to the Offer other charges payable under this agreement, shall be shared borne by the Company and the Promoter Selling Shareholders, on a pro rata basis, Shareholder in proportion to accordance with the number terms of Equity Shares issued the Offer Agreement. 7.9 The Company and sold by each of the Promoter Selling Shareholders Shareholder shall not be responsible for the payment of the fees and commissions to the Sub-Syndicate Members. The Members of the Syndicate shall be responsible for the payment of fees and commission to their respective Sub-Syndicate Members. 7.10 Each of the Company and the Promoter Selling Shareholder agrees to share the costs and expenses under Clause 7 of this Agreement in the manner stated in Clause 18 of the Offer Agreement. 7.11 In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the Offer UPI Mechanism) exceeding the timelines as provided under Applicable Law, the Bidder shall be compensated by the intermediary responsible for Salecausing such delay in unblocking as required under Applicable Law, including the UPI Circulars Relevant Intermediary. All the expenses relating In addition to the Offer shall above, by way of the UPI Circulars, SEBI has put in place measures to have a uniform policy and to further streamline the reconciliation process among intermediaries and to provide a mechanism of compensation to investors. It is hereby clarified that in case of any failure or delay on the part of such Relevant Intermediary (as determined by the Members of the Syndicate, in their sole discretion) in resolving the grievance of an investor, beyond the date of receipt of a complaint in relation to unblocking, such Relevant Intermediary will be liable to pay compensation to the investor in accordance with the UPI Circulars, as applicable. The Company and the Promoter Selling Shareholder, severally and not jointly, acknowledge that the Members of the Syndicate are not responsible for unblocking of accounts and any delay in unblocking is sole responsibility of SCSBs. It is hereby clarified that in the event of any compensation required to be paid by the BRLMs to Bidders for delays in redressal of their grievance by the SCSBs in accordance with the March 16 Circular, Company in the first instance and that each of the Selling Shareholders shall reimburse the Company relevant BRLM for respective proportion such compensation in a manner as agreed upon in the Offer Agreement. 7.12 The Parties note the contents of March 16 Circular and any other circulars or notifications issued SEBI 2021 Circulars in place in the Cash Escrow and Sponsor Bank Agreement for compliance with the SEBI 2021 Circulars. 7.13 In the event that the Offer is postponed, withdrawn or abandoned, or the Agreement is terminated for any reason, the fees and expenses of the expenses upon commencement of listing and trading Members of the Equity Shares on the Stock Exchanges Syndicate and their counsel shall be payable in accordance with Applicable Law. The final payment of commission to the RTAs, CDPs and Sponsor Banks shall be determined on the basis of (i) applications which have been considered eligible for the purpose of Allotment and (ii) the terminal from which the Bid has been uploaded (to determine the particular RTA, CDP or Sponsor Banks to whom the commission is payable).Section 11.4 below

Appears in 1 contract

Samples: Syndicate Agreement

Fees and Commissions. 7.1 The Company and the Selling Shareholders shall pay the fees, commissions, expenses and other charges to the members of the Syndicate in accordance with the terms of this Agreement, the Engagement Letter, the Offer Agreement and as may be agreed in the Underwriting Agreement (if and when executed), as applicable. 7.2 The members of Syndicate shall send the list of all Sub-Syndicate Members to the Registrar for identification. The Registrar shall calculate selling commission based on valid ASBA Forms received from the members of the Syndicate and Sub-Syndicate Members. 7.3 The Company and the Selling Shareholders shall not be responsible for the payment of the fees and commissions to the Sub-Syndicate Members of the members of the Syndicate. The 7.4 The commission payable to the members Members of the Syndicate/SCSBsSyndicate /SCSBs, and processing fees in relation to the ASBA Forms from Syndicate ASBA Bidders (other than UPI Bidders) procured by the members Members of the Syndicate at the Specified Locations and submitted to the relevant branches of the SCSBs for processing shall be paid in the manner set forth in Annexure A. It is hereby clarified that the selling commissions should only be paid by the Company, once all the relevant intermediaries have confirmed to the Book Running Lead Managers that there are no pending complaints in relation to the Issue, in accordance with the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 read with the SEBI circular no. SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31, 2021. Once such confirmations are received, the Book Running Lead Managers will instruct the Company to pay the selling commission to the relevant intermediaries. In relation to Bid cum Application Forms procured by Members of the Syndicate, CDPs, RTAs, or Registered Brokers and submitted with the SCSBs for blocking, the SCSBs shall be entitled to processing fees including NPCI processing fees as set forth in Annexure A which shall be payable by the Company. No commission or additional processing/uploading charges shall be payable by the Company and the Selling Shareholders to the SCSBs on the applications directly procured by them. The commission payable to the SCSBs/NPCI National Payments Corporation of India and processing fees in relation to the UPI Mechanism from UPI Bidders and submitted to the Stock Exchanges for processing shall be paid in the manner set forth in Annexure A.A. The manner of disbursement of the aforesaid fees, commissions and expenses shall be in accordance with the terms of the Cash Escrow and Sponsor Bank Agreement and the Underwriting Agreement. Furthermore, applicable taxes will be separately invoiced and shall be payable in accordance with this Agreement, the Issue Agreement, the Cash Escrow and Sponsor Bank Agreement, and the Underwriting Agreement, as applicable. 7.2 In relation to Bid cum Application Forms procured by the Members of the Syndicate, Collecting Depository Participants and RTAs, and submitted to the relevant branches of the SCSBs for processing, an additional bidding charge (excluding applicable tax) shall be payable by the Company in the manner set forth in this Agreement, the Issue Agreement and the Cash Escrow and Sponsor Bank Agreement, for each valid and eligible Bid cum Application Form received (“Bidding Charges”). 7.3 In relation to Bid cum Application Forms procured by Members of the Syndicate, Collecting Depository Participants, RTAs, or Registered Brokers and submitted with the SCSBs for blocking, the SCSBs shall be entitled to processing fees (“ASBA Processing Fees”) as set forth in Annexure A. In case of Bid cum Application Forms procured directly by the SCSBs from the Retail Individual Bidders and Non-Institutional Investors other than the commission payable as per Clause 7.1 read with Annexure A, no ASBA Processing Fees shall be payable to them. No Selling Commission is payable to SCSBs in relation to Bid cum Application Forms submitted by QIBs and procured directly by the SCSBs. 7.4 In addition to the Selling Commission, Bidding Chargers and the ASBA Processing Fees payable in accordance with Clauses Error! Reference source not found., 0 and 7.3, applicable taxes will be separately invoiced and shall be payable by the Company in accordance with this Agreement, the Issue Agreement and the Cash Escrow Sponsor Bank Agreement. 7.5 The Members of the Syndicate shall send the list of all Sub-Syndicate Members to the Registrar to the Issue for identifying the Registered Brokers. The Registrar to the Issue shall calculate Selling Commission based on valid Bid-cum-Application Forms received from Registered Brokers. The Company shall pay such Selling Commission for each valid Bid-cum-Application Form procured from Registered Brokers, as indicated in the Annexure A. Such commission shall be payable, as per the number of valid Bid-cum- Application Forms procured, via the Stock Exchanges clearing house system, unless a different method is prescribed by SEBI/Stock Exchanges. 7.6 The Company shall be responsible for disbursing liable to pay the aggregate amount of fees, commissions, expenses and other charges payable to the Registered Brokers, RTAs, CDPs, Sponsor Banks for Bids accepted and uploaded by them Brokers in relation to the Offer Issue, to the Stock Exchanges in accordance with the Cash Escrow and Sponsor Bank Agreement (the relevant provisions for payment in respect of Retail Individual Investors Bidders and Non-Institutional Investors Bidders are set forth in Annexure A). The final payment of commission to the Registered Brokers shall be made by the Stock Exchanges upon receipt of the aggregate commission from the Company. The Parties acknowledge that the aggregate amount of commission payable to the Registered Brokers by the Company in relation to the Offer Issue shall be calculated by the RegistrarRegistrar to the Issue. 7.6 7.7 The Parties acknowledge that, other than (i) the listing fees which Company shall be solely borne by liable to pay the Company; aggregate amount of fees, commission, expenses and (ii) fees for counsel other charges payable to the Selling Shareholders, if any, which shall be solely borne by the respective Selling Shareholders, all costs, fees and expenses with respect to the Offer shall be shared by the Company RTAs and the Promoter Selling Shareholders, on a pro rata basis, CDPs in proportion relation to Bids accepted and uploaded by them (the number relevant provisions for payment in respect of Equity Shares issued Retail Individual Bidders and sold by each of the Promoter Selling Shareholders through the Offer for Sale. All the expenses relating to the Offer shall be paid by the Company Non-Institutional Bidders are set forth in the first instance and that each of the Selling Shareholders shall reimburse the Company for respective proportion of the expenses upon commencement of listing and trading of the Equity Shares on the Stock Exchanges in accordance with Applicable LawAnnexure A). The final payment of commission to the RTAs, RTAs and CDPs and Sponsor Banks shall be determined on the basis of (i) applications which have been considered eligible for the purpose of Allotment and (ii) the terminal from which the Bid has been uploaded (to determine the particular RTA, RTA or CDP or Sponsor Banks to whom the commission is payable). 7.8 The Company shall not be responsible for the payment of the fees and commissions to the Sub-Syndicate Members. The Members of the Syndicate shall be responsible for the payment of fees and commission to their respective Sub-Syndicate Members.. 7.9 In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism), exceeding the timelines as provided under Applicable Law the Bidder shall be compensated by the intermediary responsible for causing such delay in unblocking, as required under Applicable Law, including the UPI Circulars (the “Relevant Intermediary”). In addition to the above, by way of the UPI Circulars, SEBI has put in place measures to have a uniform policy and to further streamline the reconciliation process among intermediaries and to provide a mechanism of compensation to investors. It is hereby clarified that in case of any failure or delay on the part of such Relevant Intermediary (as determined by the BRLMs, in their sole discretion) in resolving the grievance of an investor, beyond the date of receipt of a complaint in relation to unblocking, such Relevant Intermediary will be liable to pay compensation to the investor in accordance with the UPI Circulars, as applicable. The Company acknowledge that the Members of the Syndicate are not responsible for unblocking of accounts and any delay in unblocking is sole responsibility of SCSBs. It is hereby clarified that in the event of any obligation on the BRLMs to pay compensation to Bidders on account of delays in redressal of grievances of such Bidders in relation to the unblocking of UPI Bids and/or for any other reason pursuant to and/or arising out of the same, the Company shall reimburse the relevant BRLM for such compensation in a manner as agreed upon in the Issue Agreement and the Cash Escrow and Sponsor Bank Agreement.

Appears in 1 contract

Samples: Syndicate Agreement

Fees and Commissions. 7.1 The Company and the Selling Shareholders shall pay the fees, commissions, expenses and other charges to the members Members of the Syndicate fees, commissions and expenses in accordance with the terms of this Agreement, the Engagement Letter, the Offer Agreement, the Cash Escrow and Sponsor Bank Agreement and as may be agreed in the Underwriting Agreement Agreement, if executed. The selling commission payable to the Syndicate Members, SCSBs (if for Bid cum Application Forms directly procured by them from Retail Individual Bidders, RTAs, Collecting Depository Participants and when executedRegistered Brokers (on per application basis) (collectively, the “Selling Commission”), is set forth in Annexure A hereto. The manner of disbursement shall be in accordance with the terms of the Cash Escrow and Sponsor Bank Agreement and the Underwriting Agreement. The Company and the Selling Shareholders hereby agree that the aggregate amount of commission payable to the SCSBs, NPCI, Registered Brokers, Collecting Depository Participants, Collecting RTA and processing fees in relation to the UPI Mechanism from Retail Individual Bidders, in relation to the Offer as mutually agreed with the parties shall be deposited by the Company with the Stock Exchanges prior to the receipt of the final listing and trading approvals. The final payment of the said commission shall be made by the Stock Exchanges. It is hereby clarified that the selling commissions should only be paid by the Company, once all the relevant intermediaries have confirmed to BRLMs that there are no pending complaints in relation to blocking or unblocking of Bids made through the UPI Mechanism and that all accounts in ASBA have been unblocked in accordance with the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 read with SEBI circular no. SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31, 2021, SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, SEBI master circular no. SEBI/HO/MIRSD/POD-1/P/CIR/2023/70 dated May 17, 2023, and SEBI master circular no. SEBI/HO/CFD/PoD- 2/P/CIR/2023/00094 dated June 21, 2023 to the extent applicable. 7.2 In relation to Bid cum Application Forms procured by the Members of the Syndicate, Collecting Depository Participants and RTAs, and submitted to the relevant branches of the SCSBs for processing, an additional bidding charge (excluding applicable tax) shall be payable by the Company and the Selling Shareholders in the manner set forth in this Agreement, the Offer Agreement and the Cash Escrow and Sponsor Bank Agreement, for each valid and eligible Bid cum Application Form received (“Bidding Charges”). 7.3 In relation to Bid cum Application Forms procured by Members of the Syndicate, Collecting Depository Participants, RTAs, or Registered Brokers and submitted with the SCSBs for blocking, the SCSBs shall be entitled to processing fees (“ASBA Processing Fees”) as set forth in Annexure A. In case of Bid cum Application Forms procured directly by the SCSBs from the Retail Individual Bidders and Non-Institutional Bidders other than the commission payable as per Clause 7.1 read with Annexure A, no ASBA Processing Fees shall be payable to them. No Selling Commission is payable to SCSBs in relation to Bid cum Application Forms submitted by QIBs and procured directly by the SCSBs. 7.4 In addition to the Selling Commission, Bidding Chargers and the ASBA Processing Fees payable in accordance with Clauses 7.1, 7.2 and 7.3, applicable taxes will be separately invoiced and shall be payable by the Company and the Selling Shareholders in accordance with this Agreement, the Offer Agreement and the Cash Escrow Sponsor Bank Agreement. 7.5 The members Members of the Syndicate shall send the list of all Sub-Syndicate Members to the Registrar to the Offer for identificationidentifying the Registered Brokers. The Registrar to the Offer shall calculate selling commission Selling Commission based on valid ASBA Bid-cum-Application Forms received from Registered Brokers. The Company and Selling Shareholders shall pay such Selling Commission for each valid Bid-cum-Application Form procured from Registered Brokers, as indicated in the members Annexure A. Such commission shall be payable, as per the number of valid Bid-cum-Application Forms procured, via the Syndicate and Sub-Syndicate MembersStock Exchanges clearing house system, unless a different method is prescribed by SEBI/Stock Exchanges. 7.3 7.6 The Company and the Selling Shareholders shall not be responsible for the payment of the fees and commissions liable to the Sub-Syndicate Members of the members of the Syndicate. The 7.4 The commission payable to the members of the Syndicate/SCSBs, and processing fees in relation to the ASBA Forms from Syndicate ASBA Bidders (other than UPI Bidders) procured by the members of the Syndicate at the Specified Locations and submitted to the relevant branches of the SCSBs for processing shall be paid in the manner set forth in Annexure A. No commission or additional processing/uploading charges shall be payable by the Company and the Selling Shareholders to the SCSBs on the applications directly procured by them. The commission payable to the SCSBs/NPCI and processing fees in relation to the UPI Mechanism from UPI Bidders and submitted to the Stock Exchanges for processing shall be paid in the manner set forth in Annexure A. 7.5 The Company shall be responsible for disbursing pay the aggregate amount of fees, commissions, expenses and other charges payable to the Registered Brokers, RTAs, CDPs, Sponsor Banks for Bids accepted and uploaded by them Brokers in relation to the Offer Offer, to the Stock Exchanges in accordance with the Cash Escrow and Sponsor Bank Agreement (the relevant provisions for payment in respect of Retail Individual Investors Bidders and Non-Institutional Investors Bidders are set forth in Annexure A). The final payment of commission to the Registered Brokers shall be made by the Stock Exchanges upon receipt of the aggregate commission from the Company and the Selling Shareholders. The Parties acknowledge that the aggregate amount of commission payable to the Registered Brokers by the Company in relation to the Offer shall be calculated by the RegistrarRegistrar to the Offer. 7.6 7.7 The Parties acknowledge that, other than (i) the listing fees which shall be solely borne by the Company; and (ii) fees for counsel to the Selling Shareholders, if any, which shall be solely borne by the respective Selling Shareholders, all costs, fees and expenses with respect to the Offer shall be shared by the Company and the Promoter Selling Shareholders, on a pro rata basis, in proportion to the number of Equity Shares issued and sold by each of the Promoter Selling Shareholders through the Offer for Sale. All the expenses relating to the Offer shall be paid by the Company in the first instance and that each of the Selling Shareholders shall reimburse be liable to pay the Company aggregate amount of fees, commission, expenses and other charges payable to the RTAs and the CDPs in relation to Bids accepted and uploaded by them (the relevant provisions for respective proportion payment in respect of the expenses upon commencement of listing Retail Individual Bidders and trading of the Equity Shares on the Stock Exchanges Non-Institutional Bidders are set forth in accordance with Applicable LawAnnexure A). The final payment of commission to the RTAs, RTAs and CDPs and Sponsor Banks shall be determined on the basis of (i) applications which have been considered eligible for the purpose of Allotment and (ii) the terminal from which the Bid has been uploaded (to determine the particular RTA, RTA or CDP or Sponsor Banks to whom the commission is payable). 7.8 The Company and the Selling Shareholders shall not be responsible for the payment of the fees and commissions to the Syndicate and Sub-Syndicate Members, as applicable. 7.9 Each of the Company and the Selling Shareholders agrees to share the costs and expenses under the Clause 7 of this Agreement in the manner stated in Clause 20 of the Offer Agreement, as amended. 7.10 In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism), exceeding the timelines as provided under Applicable Law the Bidder shall be compensated by the intermediary responsible for causing such delay in unblocking, as required under Applicable Law, including the UPI Circulars (the “Relevant Intermediary”). In addition to the above, by way of the UPI Circulars, SEBI has put in place measures to have a uniform policy and to further streamline the reconciliation process among intermediaries and to provide a mechanism of compensation to investors. It is hereby clarified that in case of any failure or delay on the part of such Relevant Intermediary (as determined by the BRLMs, in their sole discretion) in resolving the grievance of an investor, beyond the date of receipt of a complaint in relation to unblocking, such Relevant Intermediary will be liable to pay compensation to the investor in accordance with the UPI Circulars, as applicable. The Company and the Selling Shareholders acknowledge that the Members of the Syndicate are not responsible for unblocking of accounts and any delay in unblocking is sole responsibility of SCSBs. It is hereby clarified that in the event of any obligation on the BRLMs to pay compensation to Bidders on account of delays in redressal of grievances of such Bidders in relation to the unblocking of UPI Bids and/or for any other reason pursuant to and/or arising out of the same, the Company shall reimburse the relevant BRLM for such compensation in a manner as agreed upon in the Offer Agreement and the Cash Escrow and Sponsor Bank Agreement. 7.11 The payment of processing fee/selling commission to the intermediaries be released only after ascertaining that there are no pending complaints pertaining to block/unblock of UPI bids, receiving the confirmation on completion of unblocks from Sponsor Bank/SCSBs. 7.12 Parties note the contents of SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 read with the SEBI circular no. SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31, 2021, SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 and any other circulars or notifications issued by the SEBI in this regard (together the “SEBI 2021-2022 Circulars”) and SEBI master circular no. SEBI/HO/MIRSD/POD-1/P/CIR/2023/70 dated May 17, 2023 and SEBI master circular no. SEBI/HO/CFD/PoD- 2/P/CIR/2023/00094 dated June 21, 2023 (“Master Circulars”)and also the mechanism put in place in the Cash Escrow and Sponsor Bank Agreement for compliance with the SEBI 2021-2022 Circulars and the Master Circulars.

Appears in 1 contract

Samples: Syndicate Agreement

Fees and Commissions. 7.1 The Company and the Selling Shareholders agree that the Company and the Selling Shareholders shall pay the fees, commissions, expenses and other charges to the members of the Syndicate in accordance with the terms of this Agreement, the Engagement Letter, Letter and the Offer Agreement and as may be agreed in the Underwriting Agreement (if and when executed), as applicableAgreement. 7.2 The members of Syndicate shall send the list of all Sub-Syndicate Members to the Registrar for identification. The Registrar shall calculate selling commission based on valid ASBA Forms received from the members of the Syndicate and Sub-Syndicate Members. 7.3 The Company and the Selling Shareholders shall not be responsible for the payment of the fees and commissions to the Sub-Syndicate Members of the members of the Syndicate. TheThe members of the Syndicate shall be responsible for the payment of fees and commission to their respective Sub-Syndicate Members. For the avoidance of doubt, no Sub-Syndicate member or any Affiliate of any member of the Syndicate shall have any claim against the Company or the Selling Shareholders in relation to the payment of fees or commission in relation to the Offer. 7.4 The Company shall pay selling commission payable to the Syndicate Members, SCSBs (for Bid cum Application Forms directly procured by them from RIBs and Non-Institutional Bidders), RTAs, CDPs and Registered Brokers, as set forth in Annexure B. It is hereby clarified that the payment of processing fee/selling commissions should only be paid by the Company and shall be released only after ascertaining that there are no pending complaints pertaining to block/ unblock of Bids in relation to the Offer and after the BRLMs have received the relevant confirmations for completion of unblocking from Sponsor Banks/ SCSBs and the Registrar, in accordance with the March 2021 Circular, June 2021 Circular, April 2022 Circular II and any other circulars or notifications issued by SEBI in this regard. Once such confirmations are received, the Book Running Lead Managers will instruct the Company to pay the selling commission to the relevant intermediaries. In relation to Bid cum Application Forms procured by members of the Syndicate/SCSBs, and processing fees in relation to the ASBA Forms from Syndicate ASBA Bidders (other than UPI Bidders) procured by the members of the Syndicate at the Specified Locations CDPs, RTAs, or Registered Brokers and submitted to the relevant branches of with the SCSBs for processing blocking, the SCSBs shall be paid in the manner entitled to processing fees including NPCI processing fees as set forth in Annexure A. No commission or additional processing/uploading charges B which shall be payable by the Company. Furthermore, applicable tax will be separately invoiced by the respective intermediaries and payable by the Company. The manner of disbursement of the aforesaid shall be in accordance with the Cash Escrow and Sponsor Bank Agreement. 7.5 The Company on behalf of itself and the Selling Shareholders to the SCSBs on the applications directly procured by them. The commission payable to the SCSBs/NPCI and processing fees in relation to the UPI Mechanism from UPI Bidders and submitted to the Stock Exchanges for processing shall be paid in the manner set forth in Annexure A. 7.5 The Company shall be responsible for disbursing the aggregate amount of fees, commissions, expenses and other charges payable to the Registered Brokers, RTAs, CDPs, Sponsor Banks for Bids accepted and uploaded by them Brokers in relation to the Offer to the Stock Exchanges Exchanges, and to CDPs, RTAs, Sponsor Banks in accordance with the Cash Escrow and Sponsor Bank Agreement (the relevant provisions for payment in respect of Retail Individual Investors Bidders and Non-Institutional Investors Bidders are set forth in Annexure AB). The Parties acknowledge that the aggregate amount of commission payable to the Registered Brokers by the Company in relation to the Offer shall be calculated by the Registrar. 7.6 The Parties acknowledge that, other than (i) the listing fees which shall be solely borne by the Company; and (ii) fees for counsel Registrar to the Selling Shareholders, if any, which shall be solely borne by the respective Selling Shareholders, all costs, fees and expenses with respect to the Offer shall be shared by the Company and the Promoter Selling Shareholders, on a pro rata basis, in proportion to the number of Equity Shares issued and sold by each of the Promoter Selling Shareholders through the Offer for Sale. All the expenses relating to the Offer shall be paid by the Company in the first instance and that each of the Selling Shareholders shall reimburse the Company for respective proportion of the expenses upon commencement of listing and trading of the Equity Shares on the Stock Exchanges in accordance with Applicable LawOffer. The final payment of commission to the RTAs, CDPs and the Sponsor Banks shall be determined on the basis of (i) applications which have been considered eligible for the purpose of Allotment and (ii) the terminal from which the Bid has been uploaded (to determine the particular RTA, RTA or CDP or Sponsor Banks to whom the commission is payable). 7.6 In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism) exceeding the timelines as provided under Applicable Law, the Bidder shall be compensated by the intermediary responsible for causing such delay in unblocking in accordance with the applicable UPI Circulars. It is hereby clarified that in case any compensation has been paid by the members of the Syndicate in such a situation, such member shall be reimbursed, as agreed. 7.7 In the event of any compensation required to be paid by the post-Offer BRLM to Bidders for delays in redressal of their grievance by the SCSBs in accordance with the SEBI Master Circular No. EBI/HO/CFD/PoD-2/P/CIR/2023/00094 dated June 21, 2023, the March 2021 Circular, the June 2021 Circular, the April 2022 Circular I, the April 2022 Circular II and/or other Applicable Law, the Company shall reimburse the relevant BRLM for such compensation (including applicable taxes and statutory charges, interest or penalty, if any) immediately but not later than 2 (two) working days of receiving an intimation along with proof of payment of compensation (including applicable taxes and statutory charges, interest or penalty, if any) from them, for any compensation paid by the BRLMs for delay or failure in unblocking of ASBA funds by XXXXx or non-performance of roles by the Registrar to the Offer and/or the SCSBs or non- performance of roles by the Registrar to the Offer and/or the SCSBs as set out in the above circulars. Any interest and/or penalty charged thereon and the amount to be so reimbursed by the Company and each of the Promoter Group Selling Shareholders to any Book Running Lead Managers shall be calculated in accordance with the SEBI Master Circular No. EBI/HO/CFD/PoD-2/P/CIR/2023/00094 dated June 21, 2023, the March 2021 Circular, June 2021 Circular, April 2022 Circular II and/or provisions of Applicable Law. The BRLMs, upon being aware of any of such liabilities will intimate the Company. To the extent permitted by Applicable Law, the relevant BRLM agrees to provide the Company within a reasonable time period, if so requested by the Company, any document or information in its possession, in the event that any action is proposed to be taken by the Company against any SCSB in relation to any delay or failure which results in a reimbursement or payment under this clause, provided that the Company shall reimburse such BRLM for compensation required to be paid to such Bidders in relation to such delay or failure in the manner set out above. 7.8 If withholding tax is applicable on payment of any fees to the Members of the Syndicate, the Company shall deduct such withholding tax from the respective fees payment and shall provide such member of the Syndicate with an original or authenticated copy of the tax deducted at source certificate.

Appears in 1 contract

Samples: Syndicate Agreement

Fees and Commissions. 7.1 7.1. The Company and the Selling Shareholders agrees that it shall pay the fees, commissions, expenses and other charges to the members of the Syndicate in accordance with the terms of this Agreement, the Engagement Letter, the Offer Agreement, the Cash Escrow and Sponsor Bank Agreement and as may be agreed in the Underwriting Agreement (if and when executed), as applicable. 7.2 7.2. The members of the Syndicate shall send the list of all Sub-Syndicate Members to the Registrar for identification. The Registrar shall calculate selling commission based on valid ASBA Forms received from the members of the Syndicate and Sub-Syndicate Members. 7.3 7.3. The Company and the Selling Shareholders shall not be responsible for the payment of the fees and commissions to the Sub-Syndicate Members of the members of the SyndicateMembers. The 7.4 The commission payable to the members of the Syndicate/SCSBs, and processing fees in relation to the ASBA Forms from Syndicate ASBA Bidders (other than UPI Bidders) procured by the members of the Syndicate at shall be responsible for the Specified Locations payment of fees and submitted commission to their respective Sub-Syndicate Members. 7.4. The Company shall pay selling commission to the relevant branches of the Syndicate Member, SCSBs (for processing shall be paid in the manner Bid cum Application Forms directly procured by them from Retail Individual Bidders and Non-Institutional Bidders), RTAs, Collecting Depository Participants and Registered Brokers, as set forth in Annexure A. No commission or additional processing/uploading charges The manner of disbursement of the aforesaid fees, commissions and expenses shall be payable in accordance with the terms of the Cash Escrow and Sponsor Bank Agreement. Payments to such intermediaries shall be made by the Company only if there are no pending complaints pertaining to block/unblock of UPI Bids and receipt of confirmation of completion of unblocking and applicable compensation relating to investor complaints having been paid by the SCSB to the investors. The SCSBs, the Sponsor Banks and the Selling Shareholders Registrar to the SCSBs on Offer shall provide the applications directly procured by them. The commission payable relevant confirmations to the SCSBs/NPCI and processing fees BRLMs in relation to accordance with the UPI Mechanism from UPI Bidders and submitted to the Stock Exchanges for processing shall be paid in the manner set forth in Annexure A.Circulars. 7.5 7.5. The Company shall be responsible for disbursing the aggregate amount of fees, commissions, expenses and other charges payable to the Registered Brokers, RTAs, CDPs, Sponsor Banks for Bids accepted and uploaded by them Brokers in relation to the Offer to the Stock Exchanges in accordance with the Cash Escrow and Sponsor Bank Agreement (the relevant provisions for payment in respect of Retail Individual Investors RIBs and Non-Non- Institutional Investors Bidders are set forth in Annexure A). The Parties acknowledge that the aggregate amount of commission payable to the Registered Brokers by the Company in relation to the Offer shall be calculated by the Registrar. 7.6 7.6. The Parties acknowledge that, other than (i) the listing fees which Company shall be solely borne by responsible for disbursing the Company; aggregate amount of fees, commissions, expenses and (ii) fees for counsel other charges payable to the Selling ShareholdersRTAs, if any, which shall be solely borne by the respective Selling Shareholders, all costs, fees and expenses with respect to the Offer shall be shared by the Company CDPs and the Promoter Selling Shareholders, on a pro rata basis, Sponsor Banks in proportion relation to the number of Equity Shares issued Bids accepted and sold uploaded by each of the Promoter Selling Shareholders through the Offer for Sale. All the expenses relating to the Offer shall be paid by the Company in the first instance and that each of the Selling Shareholders shall reimburse the Company for respective proportion of the expenses upon commencement of listing and trading of the Equity Shares on the Stock Exchanges them in accordance with Applicable Lawthe Cash Escrow and Sponsor Bank Agreement (the relevant provisions for payment in respect of RIBs and Non-Institutional Bidders are set forth in Annexure A). The final payment of commission to the RTAs, CDPs and Sponsor Banks shall be determined on the basis of (i) applications which have been considered eligible for the purpose of Allotment and (ii) the terminal from which the Bid has been uploaded (to determine the particular RTA, CDP or Sponsor Banks Bank to whom the commission is payable). 7.7. In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism) exceeding the timelines as provided under Applicable Law, the Bidder shall be compensated by the intermediary responsible for causing such delay in unblocking. In case any compensation has been paid by the members of the Syndicate in such a situation, the Company shall promptly pay the members of the Syndicate within two (2) Working Days of receiving an intimation from them, for any liabilities incurred by the members of the Syndicate for delay or failure in unblocking of ASBA funds by SCSBs or non-performance of roles by the Registrar to the Offer and/or the SCSBs as set out in the ICDR Master Circular, and SEBI circulars dated March 16, 2021, June 2, 2021 and April 20, 2022. Each member of the Syndicate, upon incurring any liabilities in terms of the ICDR Master Circular, and SEBI circulars dated March 16, 2021, June 2, 2021 and April 20, 2022 will promptly intimate the Company. 7.8. In the event that the Offer is postponed, withdrawn or abandoned, or the Agreement is terminated for any reason, the fees and expenses of the members of the Syndicate and their counsel shall be payable in accordance with Section 11.4 below.

Appears in 1 contract

Samples: Syndicate Agreement

Fees and Commissions. 7.1 7.1. The Company and the Selling Shareholders shall pay all the fees, commissions, expenses and other charges to the members member of the Syndicate in accordance with the terms of this Agreement, the Engagement Letter, the Offer Issue Agreement, the Cash Escrow and Sponsor Bank Agreement and as may be agreed in the Underwriting Agreement (if and when executed), as applicable. 7.2 7.2. The members of Syndicate shall send the list of all Sub-Syndicate Members to the Registrar for identification. The Registrar shall calculate selling commission based on valid ASBA Forms received from the members member of the Syndicate and Sub-Syndicate Members. 7.3 7.3. The Company and the Selling Shareholders shall not be responsible for the payment of the fees and commissions to the Sub-Sub- Syndicate Members of the members member of the Syndicate. The 7.4 The commission payable to the members member of the Syndicate/SCSBsSyndicate shall be responsible for the payment of fees and commission to their respective Sub-Syndicate Members. For the avoidance of doubt, and processing fees no Sub-Syndicate Member or any Affiliate of any member of the Syndicate shall have any claim against the Company in relation to the ASBA Forms from Syndicate ASBA Bidders (other than UPI Bidders) procured by payment of fees or commission in relation to the members Issue. 7.4. The Company shall pay selling commission to the member of the Syndicate at the Specified Locations Syndicate, RTAs, CDPs and Registered Brokers (“ASBA Processing Fee”) and submitted to the relevant branches of with the SCSBs for processing blocking, the SCSBs shall be paid in the manner entitled to processing fees including NPCI processing fees, as set forth in Annexure A. No In case of Bid cum Application Forms procured directly by the SCSBs from the Retail Individual Bidders, Non-Institutional Investors and QIBs other than the commission payable as per Clause 7.1 read with Annexure A, no additional commission or additional processing/uploading charges ASBA Processing Fees shall be payable by the Company and the Selling Shareholders to the SCSBs on the applications directly procured by them. The manner of disbursement shall be in accordance with the terms of the Cash Escrow and Sponsor Bank Agreement and the Underwriting Agreement. The Company hereby agrees that the aggregate amount of commission payable to the SCSBs/NPCI , NPCI, Registered Brokers, Collecting Depository Participants, Collecting RTA and processing fees in relation to the UPI Mechanism from UPI Bidders and submitted Bidders, in relation to the Issue as mutually agreed with the parties shall be deposited by the Company with the Stock Exchanges for processing prior to the receipt of the final listing and trading approvals. The final payment of the said commission shall be made by the Stock Exchanges. It is hereby clarified that the selling commissions should only be paid by the Company, once all the relevant intermediaries have confirmed to the BRLM that there are no pending complaints in relation to blocking or unblocking of Bids made through the manner set forth UPI Mechanism and that all accounts in Annexure A.ASBA have been unblocked in accordance with the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, SEBI circular no. SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31, 2021 and SEBI Circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022. Once, such confirmations are received, the Book Running Lead Manager will instruct the Company to pay the selling commission to the relevant intermediaries. Furthermore, applicable tax will be separately invoiced and payable by the Company. 7.5 7.5. The Company shall be responsible for disbursing the aggregate amount of fees, commissions, expenses and other charges payable to the Registered Brokers, RTAs, CDPs, Sponsor Banks for Bids accepted and uploaded by them Brokers in relation to the Offer Issue to the Stock Exchanges Exchanges, and to CDPs, RTAs, Sponsor Banks in accordance with the Cash Escrow and Sponsor Bank Agreement (the relevant provisions for payment in respect of Retail Individual Investors Bidders, and Non-Institutional Investors Bidders are set forth in Annexure A). The Parties acknowledge that the aggregate amount of commission payable to the Registered Brokers by the Company in relation to the Offer Issue shall be calculated by the Registrar. 7.6 The Parties acknowledge that, other than (i) the listing fees which shall be solely borne by the Company; and (ii) fees for counsel Registrar to the Selling Shareholders, if any, which shall be solely borne by the respective Selling Shareholders, all costs, fees and expenses with respect to the Offer shall be shared by the Company and the Promoter Selling Shareholders, on a pro rata basis, in proportion to the number of Equity Shares issued and sold by each of the Promoter Selling Shareholders through the Offer for Sale. All the expenses relating to the Offer shall be paid by the Company in the first instance and that each of the Selling Shareholders shall reimburse the Company for respective proportion of the expenses upon commencement of listing and trading of the Equity Shares on the Stock Exchanges in accordance with Applicable LawIssue. The final payment of commission to the RTAsRTAs and CDPs, CDPs and Sponsor Banks shall be determined on the basis of (i) applications which have been considered eligible for the purpose of Allotment and (ii) the terminal from which the Bid has been uploaded (to determine the particular RTA, RTA or CDP or Sponsor Banks to whom the commission is payable). 7.6. If withholding tax is applicable, the Company will deduct such withholding tax and will provide the member of the Syndicate and/or any other intermediary, as the case may be, with an original or authenticated copy of the tax receipt. 7.7. The Company agrees that in the event of any compensation required to be paid by the post-Issue BRLM to Bidders for delays in redressal of their grievance by the SCSBs in accordance with the SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 read with the SEBI circular no. SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31, 2021 (“March 16 Circular”), the SEBI circular SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 (“June 2 Circular”), the SEBI Circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, the SEBI circular no. SEBI/ HO/CFD/DIL2/CIR/2022/75 dated May 30, 2022, circular issued by the National Stock Exchange of India Limited having reference no. 25/2022 dated August 3, 2022 and the circular issued by BSE Limited having reference no. 20220803-40 dated August 3, 2022 along with any subsequent circulars that may be issued by SEBI and Stock Exchanges in this regard, the Company shall reimburse the relevant BRLM for such compensation (including applicable taxes and statutory charges, if any) within five (5) Working Days of (i) receipt of proof of payment of compensation (including applicable taxes and statutory charges, if any) by the relevant BRLM or (ii) the amount of compensation payable (including applicable taxes and statutory charges, if any) being communicated to the Company in writing by the relevant BRLM.

Appears in 1 contract

Samples: Syndicate Agreement

Fees and Commissions. 7.1 The procurement and selling commissions and brokerages payable by the Company and the Selling Shareholders shall pay the fees, commissions, expenses and other charges to the members of the Syndicate in accordance with the terms of this Agreementmember (including Sub-syndicate member(s)), SCSBs, Registered Brokers, the Engagement Letter, the Offer Agreement and as may be agreed in the Underwriting Agreement (if and when executed), as applicable. 7.2 The members of Syndicate shall send the list of all Sub-Syndicate Members to the Registrar for identification. The Registrar shall calculate selling commission based on valid ASBA Forms received from the members of the Syndicate and Sub-Syndicate Members. 7.3 The Company and the Selling Shareholders shall not be responsible for the payment of the fees and commissions to the Sub-Syndicate Members of the members of the Syndicate. The 7.4 The commission payable to the members of the Syndicate/SCSBs, and processing fees in relation to the ASBA Forms from Syndicate ASBA Bidders (other than UPI Bidders) procured by the members of the Syndicate at the Specified Locations and submitted to the relevant branches of the SCSBs for processing CDPs and/ or RTAs shall be paid in the manner as set forth in Annexure A. No commission or additional processing/uploading charges shall be payable by the Company and the Selling Shareholders to the SCSBs on the applications directly procured by themA hereto. The commission payable to the SCSBs/NPCI SCSBs/ National Payments Corporation of India and processing fees in relation to the UPI Mechanism from UPI Retail Individual Bidders and submitted to the Stock Exchanges for processing shall be paid in the manner set forth in Annexure A. 7.5 The Company shall be responsible for disbursing A. In relation to Bid cum Application Forms procured by the aggregate amount of feesSyndicate member (including Sub-syndicate member(s)), commissions, expenses and other charges payable to the Registered Brokers, RTAs, CDPs, Sponsor Banks for Bids accepted CDPs and RTAs and uploaded by them in relation and submitted to the Offer relevant branches of the SCSBs for processing, a processing fee shall be payable to the Stock Exchanges SCSBs as set forth in accordance with Annexure A (“ASBA Processing Fees”). Further, in case of Bids procured directly by the Cash Escrow and Sponsor Bank Agreement (SCSBs, from the relevant provisions for payment in respect of Retail Individual Investors Bidders and Non-Institutional Investors are Bidders, the relevant SCSBs shall be entitled to the applicable selling commission as set forth in Annexure A, for the amounts received against the Equity Shares Allotted (i.e. the product of the number of Equity Shares Allotted and the Issue Price), and no additional ASBA Processing Fees shall be payable to them. No selling commission is payable to the SCSBs in relation to the Bid cum Application Form submitted by the QIBs and procured directly by the SCSBs. The Sponsor Bank shall be entitled to processing fees as set out in Annexure A. 7.2 In addition to the selling commission and the ASBA Processing Fees payable to the SCSBs in accordance with Clause 7.1 above, applicable goods and services tax will be separately invoiced. Such selling commission and the ASBA Processing Fees shall be payable within 30 Working Days post the date of the receipt of the final invoice of the respective Intermediaries by the Company. 7.3 The Company shall not be responsible for the payment of the fees and commissions to the Sub- syndicate member(s). The Syndicate member shall be responsible for the payment of fees and commission to their respective Sub-syndicate member(s). 7.4 The members of Syndicate shall send the list of all Sub-syndicate member(s) to the Registrar for their identification. The Registrar shall calculate selling commission based on valid ASBA Forms received from the Syndicate member and Sub-syndicate member(s). 7.5 All costs, charges, fees and expenses that are associated with and incurred in connection with the Issue including filing fees, book building fees and other charges, fees and expenses of the SEBI, the Stock Exchanges and other Governmental Authorities, statutory advertising, printing, road show expenses, accommodation and travel expenses, registrar fees and broker fees (including fees for procuring applications), bank charges, fees and expenses of the legal counsel, BRLM. Syndicate Member and Self Certified Syndicate Banks, including all fees and commissions payable pursuant to this Agreement (“Issue Costs”) will be borne by the Company, in respect of the Issue. 7.6 The final payment of commission to the Registered Brokers shall be made by the Stock Exchanges upon receipt of the aggregate commission from the Company. The Parties acknowledge that the aggregate amount of commission payable to the Registered Brokers by the Company in relation to the Offer Issue shall be calculated by the Registrar. 7.6 7.7 The Parties acknowledge thatCompany shall pay the fees, other than (i) the listing fees which shall be solely borne by the Company; and (ii) fees for counsel to the Selling Shareholders, if any, which shall be solely borne by the respective Selling Shareholders, all costs, fees commissions and expenses with respect applicable taxes to the Offer shall be shared by the Company and the Promoter Selling Shareholders, on a pro rata basis, Syndicate member as specified in proportion to the number of Equity Shares issued and sold by each terms of the Promoter Selling Shareholders through respective Issue Agreement, the Offer for SaleEscrow and Sponsor Bank Agreement, the Underwriting Agreement (when executed) and this Agreement. All the The fees, commission and expenses relating to the Offer Issue shall be paid borne by the Company in writing, and included in the first instance Issue Agreement and that each of the Selling Shareholders shall reimburse the Company for respective proportion of the expenses upon commencement of listing and trading of the Equity Shares on the Stock Exchanges in accordance with Applicable Law. 7.8 If withholding tax is applicable on payment of any fees to the Syndicate member, the Company shall deduct such withholding tax from the respective fees payment and shall provide such member of the Syndicate with an original or authenticated copy of the tax receipt. 7.9 In case of any delay in unblocking of amounts in the ASBA Accounts exceeding four Working Days from the Bid/ Issue Closing Date, the Bidder shall be compensated at a uniform rate of ₹ 100 per day for the entire duration of delay exceeding four Working Days from the Bid/ Issue Closing Date by the intermediary responsible for causing such delay in unblocking. The final payment of commission to BRLM shall, in their sole discretion, identify and fix the RTAs, CDPs and Sponsor Banks liability on such intermediary or entity (the “Relevant Intermediary”) responsible for such delay in unblocking. It is hereby clarified that the Syndicate member shall not be determined liable in any manner whatsoever for any failure or delay on the basis part of such Relevant Intermediary (ias determined by the BRLM, in their sole discretion) applications which have been considered eligible to discharge its obligation to compensate the investor for the purpose delay in unblocking of Allotment and (ii) the terminal from which the Bid has been uploaded (to determine the particular RTAamount, CDP or Sponsor Banks to whom the commission is payable)as stated above.

Appears in 1 contract

Samples: Syndicate Agreement

Fees and Commissions. 7.1 8.1 The Company and the Selling Shareholders shall pay Members of the Syndicate fees, commissions, expenses and other charges to the members of the Syndicate in accordance with the terms of this Agreement, the Engagement Letter, the Offer Agreement, the Cash Escrow and Sponsor Bank Agreement and the Underwriting Agreement, when executed/applicable. The selling commission payable to the Syndicate Member, SCSBs (for Bid cum Application Forms directly procured by them from Retail Individual Bidders, RTAs, Collecting Depository Participants and Registered Brokers (on per application basis) (collectively, the “Selling Commission”), is set forth in Annexure A hereto. The manner of disbursement shall be in accordance with the terms of the Cash Escrow and Sponsor Bank Agreement and the Underwriting Agreement. The Company and the Selling Shareholders hereby agree that the aggregate amount of commission payable to the SCSBs, NPCI, Registered Brokers, Collecting Depository Participants, Collecting RTA and processing fees in relation to the UPI Mechanism from Retail Individual Bidders, in relation to the Offer as may mutually agreed with the parties shall be agreed deposited by the Company with the Stock Exchanges prior to the receipt of the final listing and trading approvals. The final payment of the said commission shall be made by the Stock Exchanges. It is hereby clarified that the selling commissions should only be paid by the Company, once all the relevant intermediaries have confirmed to the Book Running Lead Managers that there are no pending complaints in relation to blocking or unblocking of Bids made through the UPI Mechanism and that all accounts in ASBA have been unblocked in accordance with the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 read with SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022. 8.2 In relation to Bid cum Application Forms procured by the Members of the Syndicate, Collecting Depository Participants and RTAs, and submitted to the relevant branches of the SCSBs for processing, an additional bidding charge (excluding applicable tax) shall be payable by the Company and the Selling Shareholders in the Underwriting Agreement manner set forth in this Agreement, in proportion to the Equity Shares contributed by each of them in the Offer,, for each valid and eligible Bid cum Application Form received (if and when executed“Bidding Charges”), as applicable. 7.2 8.3 In relation to Bid cum Application Forms procured by Members of the Syndicate, Collecting Depository Participants, RTAs, or Registered Brokers and submitted with the SCSBs for blocking, the SCSBs shall be entitled to processing fees (“ASBA Processing Fees”) as set forth in Annexure A. In case of Bid cum Application Forms procured directly by the SCSBs from the Retail Individual Bidders and Non-Institutional Investors other than the commission payable as per Clause 8.1 read with Annexure A, no ASBA Processing Fees shall be payable to them. No Selling Commission is payable to SCSBs in relation to Bid cum Application Forms submitted by QIBs and procured directly by the SCSBs. 8.4 In addition to the Selling Commission, Bidding Chargers and the ASBA Processing Fees payable in accordance with Clauses 8.1, 8.2 and 8.3, applicable taxes will be separately invoiced and shall be payable by the Company and the Selling Shareholders in accordance with this Agreement, the Offer Agreement and the Cash Escrow Sponsor Bank Agreement. 8.5 The members Members of the Syndicate shall send the list of all Sub-Syndicate Members to the Registrar to the Offer for identificationidentifying the Registered Brokers. The Registrar to the Offer shall calculate selling commission Selling Commission based on valid ASBA Bid-cum-Application Forms received from Registered Brokers. The Company and Selling Shareholders shall pay such Selling Commission for each valid Bid-cum-Application Form procured from Registered Brokers, as indicated in the members Annexure A. Such commission shall be payable, as per the number of valid Bid-cum-Application Forms procured, via the Syndicate and Sub-Syndicate MembersStock Exchanges clearing house system, unless a different method is prescribed by SEBI/Stock Exchanges. 7.3 8.6 The Company and the Selling Shareholders shall not be responsible for the payment of the fees and commissions liable to the Sub-Syndicate Members of the members of the Syndicate. The 7.4 The commission payable to the members of the Syndicate/SCSBs, and processing fees in relation to the ASBA Forms from Syndicate ASBA Bidders (other than UPI Bidders) procured by the members of the Syndicate at the Specified Locations and submitted to the relevant branches of the SCSBs for processing shall be paid in the manner set forth in Annexure A. No commission or additional processing/uploading charges shall be payable by the Company and the Selling Shareholders to the SCSBs on the applications directly procured by them. The commission payable to the SCSBs/NPCI and processing fees in relation to the UPI Mechanism from UPI Bidders and submitted to the Stock Exchanges for processing shall be paid in the manner set forth in Annexure A. 7.5 The Company shall be responsible for disbursing pay the aggregate amount of fees, commissions, expenses and other charges payable to the Registered Brokers, RTAs, CDPs, Sponsor Banks for Bids accepted and uploaded by them Brokers in relation to the Offer Offer, to the Stock Exchanges in accordance with the Cash Escrow and Sponsor Bank Agreement (the relevant provisions for payment in respect of Retail Individual Investors Bidders and Non-Institutional Investors Bidders are set forth in Annexure A). The final payment of commission to the Registered Brokers shall be made by the Stock Exchanges upon receipt of the aggregate commission from the Company and the Selling Shareholders. The Parties acknowledge that the aggregate amount of commission payable to the Registered Brokers by the Company in relation to the Offer shall be calculated by the RegistrarRegistrar to the Offer. 7.6 8.7 The Parties acknowledge that, other than (i) the listing fees which shall be solely borne by the Company; and (ii) fees for counsel to the Selling Shareholders, if any, which shall be solely borne by the respective Selling Shareholders, all costs, fees and expenses with respect to the Offer shall be shared by the Company and the Promoter Selling Shareholders, on a pro rata basis, in proportion to the number of Equity Shares issued and sold by each of the Promoter Selling Shareholders through the Offer for Sale. All the expenses relating to the Offer shall be paid by the Company in the first instance and that each of the Selling Shareholders shall reimburse be liable to pay the Company aggregate amount of fees, commission, expenses and other charges payable to the RTAs and the CDPs in relation to Bids accepted and uploaded by them (the relevant provisions for respective proportion payment in respect of the expenses upon commencement of listing Retail Individual Bidders and trading of the Equity Shares on the Stock Exchanges Non-Institutional Bidders are set forth in accordance with Applicable LawAnnexure A). The final payment of commission to the RTAs, RTAs and CDPs and Sponsor Banks shall be determined on the basis of (i) applications which have been considered eligible for the purpose of Allotment and (ii) the terminal from which the Bid has been uploaded (to determine the particular RTA, RTA or CDP or Sponsor Banks to whom the commission is payable). 8.8 The Company and the Selling Shareholders shall not be responsible for the payment of the fees and commissions to the Sub-Syndicate Members, as applicable. 8.9 Each of the Company and the Selling Shareholders agrees to share the costs and expenses under Clause 8 of this Agreement in the manner stated in Clause 18 of the Offer Agreement, as amended. 8.10 In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism), exceeding the timelines as provided under Applicable Law the Bidder shall be compensated by the intermediary responsible for causing such delay in unblocking, as required under Applicable Law, including the UPI Circulars (the “Relevant Intermediary”). In addition to the above, by way of the UPI Circulars, SEBI has put in place measures to have a uniform policy and to further streamline the reconciliation process among intermediaries and to provide a mechanism of compensation to investors. It is hereby clarified that in case of any failure or delay on the part of such Relevant Intermediary (as determined by the BRLMs, in their sole discretion) in resolving the grievance of an investor, beyond the date of receipt of a complaint in relation to unblocking, such Relevant Intermediary will be liable to pay compensation to the investor in accordance with the UPI Circulars, as applicable. The Company and the Selling Shareholders acknowledge that the Members of the Syndicate are not responsible for unblocking of accounts and any delay in unblocking is sole responsibility of SCSBs. It is hereby clarified that in the event of any obligation on the BRLMs to pay compensation to Bidders on account of delays in redressal of grievances of such Bidders in relation to the unblocking of UPI Bids and/or for any other reason pursuant to and/or arising out of the same, the Company shall reimburse the relevant BRLM for such compensation in a manner as agreed upon in the Offer Agreement and the Cash Escrow and Sponsor Bank Agreement. 8.11 The payment of processing fee/selling commission to the intermediaries be released only after ascertaining that there are no pending complaints pertaining to block/unblock of UPI bids, receiving the confirmation on completion of unblocks from Sponsor Bank/SCSBs. 8.12 Parties note the contents of SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 read with the SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 and any other circulars or notifications issued by the SEBI in this regard (together the “SEBI 2021- Bank Agreement for compliance with the SEBI 2021-2022 Circulars.

Appears in 1 contract

Samples: Syndicate Agreement

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Fees and Commissions. 7.1 The Company and the Selling Shareholders Shareholder, severally and not jointly, shall pay the fees, commission and expenses to the members of the Syndicate as specified and, in the manner, set forth in the Engagement Letter, the Offer Agreement and this Agreement. The fees, commission and expenses relating to the Offer shall be in the manner and as agreed between the Company and the Selling Shareholder in writing and included in Clause 18 of the Offer Agreement and in accordance with Applicable Law. 7.2 The procurement and selling commissions and brokerages payable to the members of the Syndicate (including Sub-Syndicate Member), SCSBs, Registered Brokers, the CDPs and RTAs shall be as set forth in Annexure A hereto. In relation to Bid cum Application Forms procured by the members of the Syndicate (including Sub-Syndicate Member), Registered Brokers, CDPs and RTAs and uploaded by them and submitted to the relevant branches of the SCSBs for processing, a processing fee shall be payable to the SCSBs as set forth in Annexure A. The commission payable to the SCSBs/National Payments Corporation of India/Sponsor Banks and processing fees in relation to the UPI mechanism from UPI Bidders and submitted to the Stock Exchanges for processing shall be paid in the manner set forth in Annexure A, no selling commission is payable to the SCSBs in relation to the Bid cum Application Form submitted by the QIBs and procured directly by the SCSBs. The Company shall ensure that all selling commission and fees are paid within the period prescribed under Applicable Law. All amounts payable to the BRLMs in accordance with the terms of the Engagement Letter shall be paid in accordance with the terms of the Engagement Letter and in the manner to be set out in the Cash Escrow and Sponsor Bank Agreement. 7.3 The Company on behalf of itself and the Selling Shareholder shall be responsible for disbursing the aggregate amount of fees, commissions, expenses and other charges payable to the Registered Brokers in relation to the Offer to the Stock Exchanges, and to CDPs, RTAs in accordance with the Cash Escrow and Sponsor Banks Agreement (the relevant provisions for payment in respect of UPI Bidders and Non-Institutional Investors (not using the UPI mechanism) are set forth in Annexure A. 7.4 The Company and the Selling Shareholder shall not be responsible for the payment of the fees and commissions to the Sub-Syndicate Members of the members of the Syndicate. The members of the Syndicate shall be responsible for the payment of fees and commission to their respective Sub-Syndicate Members. For the avoidance of doubt, no Sub-Syndicate Member or any Affiliate of any member of the Syndicate shall have any claim against the Company or the Selling Shareholder in accordance with relation to the terms payment of this Agreement, fees or commission in relation to the Engagement Letter, the Offer Agreement and as may be agreed in the Underwriting Agreement (if and when executed), as applicableOffer. 7.2 7.5 The members of Syndicate shall send the list of all Sub-Syndicate Members to the Registrar for their identification. The Registrar shall calculate selling commission based on valid ASBA Forms received from the members of the Syndicate and Sub-Syndicate Members. 7.3 7.6 The Company and the Selling Shareholders shall not be responsible for the final payment of the fees and commissions commission to the Sub-Syndicate Members of the members of the Syndicate. The 7.4 The commission payable to the members of the Syndicate/SCSBs, and processing fees in relation to the ASBA Forms from Syndicate ASBA Bidders (other than UPI Bidders) procured by the members of the Syndicate at the Specified Locations and submitted to the relevant branches of the SCSBs for processing Registered Brokers shall be paid in the manner set forth in Annexure A. No commission or additional processing/uploading charges shall be payable made by the Company and the Selling Shareholders to the SCSBs on the applications directly procured by them. The commission payable to the SCSBs/NPCI and processing fees in relation to the UPI Mechanism from UPI Bidders and submitted to the Stock Exchanges for processing shall be paid in the manner set forth in Annexure A. 7.5 The Company shall be responsible for disbursing upon receipt of the aggregate amount of fees, commissions, expenses and other charges payable to commission from the Registered Brokers, RTAs, CDPs, Sponsor Banks for Bids accepted and uploaded by them in relation to the Offer to the Stock Exchanges in accordance with the Cash Escrow and Sponsor Bank Agreement (the relevant provisions for payment in respect of Retail Individual Investors and Non-Institutional Investors are set forth in Annexure A)Company. The Parties acknowledge that the aggregate amount of commission payable to the Registered Brokers by the Company in relation to the Offer shall be calculated by the Registrar. 7.6 The Parties acknowledge that, other than (i) the listing fees which shall be solely borne by the Company; and (ii) fees for counsel to the Selling Shareholders, if any, which shall be solely borne by the respective Selling Shareholders, all costs, fees and expenses with respect to the Offer shall be shared by the Company and the Promoter Selling Shareholders, on a pro rata basis, in proportion to the number of Equity Shares issued and sold by each of the Promoter Selling Shareholders through the Offer for Sale. All the expenses relating to the Offer shall be paid by the Company in the first instance and that each of the Selling Shareholders shall reimburse the Company for respective proportion of the expenses upon commencement of listing and trading of the Equity Shares on the Stock Exchanges in accordance with Applicable Law. The final payment of commission to the RTAs, RTAs and CDPs and Sponsor Banks shall be determined on the basis of (i) applications which have been considered eligible for the purpose of Allotment and (ii) the terminal from which the Bid has been uploaded (to determine the particular RTA, RTA or CDP or Sponsor Banks to whom the commission is payable) 7.7 If withholding tax is applicable on payment of any fees to the members of the Syndicate, the Company shall deduct such withholding tax from the respective fees payment and shall provide such member of the Syndicate with an original or authenticated copy of the tax receipt within the prescribed timelines. 7.8 In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism) exceeding the timelines as provided under Applicable Law, the Bidder shall be compensated by the intermediary responsible for causing such delay in unblocking, in accordance with the applicable UPI Circulars. It is hereby clarified that in case any compensation has been paid by the members of the Syndicate in such a situation, the Company agrees that it shall pay, compensate or reimburse, as the case may be, the members of the Syndicate within 2 (two) days of receiving an intimation from them, for any amounts paid by them for delay or failure in unblocking of ASBA funds by SCSBs which results in a reimbursement or payment, in accordance the applicable circulars issued by SEBI, including the UPI Circulars and/or other Applicable Law.

Appears in 1 contract

Samples: Syndicate Agreement

Fees and Commissions. 7.1 The Company and each of the Selling Shareholders shall pay the fees, commissions, expenses and other charges to the members of the Syndicate in accordance with the terms of this Agreement, the Engagement Fee Letter, the Offer Agreement, the Escrow and Sponsor Bank Agreement and as may be agreed in the Underwriting Agreement (if and when executed), as applicable. 7.2 The members of Syndicate shall send the list of all Sub-Syndicate Members to the Registrar for identification. The Registrar shall calculate selling commission based on valid ASBA Forms received from the members of the Syndicate and Sub-Syndicate Members. 7.3 The Company and the Selling Shareholders shall not be responsible for the payment of the fees and commissions to the Sub-Syndicate Members of the members of the Syndicate. TheThe members of the Syndicate shall be responsible for the payment of fees and commission to their respective Sub-Syndicate Members. 7.4 The commission payable to the members of the Syndicate/SCSBs, and processing fees in relation to the ASBA Forms from Syndicate ASBA Bidders (other than UPI Bidders) procured by the members of the Syndicate at the Specified Locations and submitted to the relevant branches of the SCSBs for processing shall be paid in the manner set forth in Annexure A. No commission or additional processing/uploading charges shall be payable by the Company and the Selling Shareholders to the SCSBs on the applications directly procured by them. The commission payable to the SCSBs/NPCI National Payments Corporation of India and processing fees in relation to the UPI Mechanism mechanism from UPI Bidders and submitted to the Stock Exchanges for processing shall be paid in the manner set forth in Annexure A. 7.5 The Company on behalf of itself and each of the Selling Shareholders (with respect to its respective Offered Shares) shall be responsible for disbursing the aggregate amount of fees, commissions, expenses and other charges payable to the Registered Brokers, RTAs, CDPs, Sponsor Banks for Bids accepted and uploaded by them Brokers in relation to the Offer to the Stock Exchanges Exchanges, and to CDPs, RTAs in accordance with the Cash Escrow and Sponsor Bank Agreement (the relevant provisions for payment in respect of Retail Individual Investors UPI Bidders and Non-Institutional Investors are set forth in Annexure A). The Parties acknowledge that the aggregate amount of commission payable to the Registered Brokers by the Company in relation to the Offer shall be calculated by the Registrar. 7.6 The Parties acknowledge that, other than (i) the listing fees which shall be solely borne by the Company; and (ii) fees for counsel Registrar to the Selling Shareholders, if any, which shall be solely borne by the respective Selling Shareholders, all costs, fees and expenses with respect to the Offer shall be shared by the Company and the Promoter Selling Shareholders, on a pro rata basis, in proportion to the number of Equity Shares issued and sold by each of the Promoter Selling Shareholders through the Offer for Sale. All the expenses relating to the Offer shall be paid by the Company in the first instance and that each of the Selling Shareholders shall reimburse the Company for respective proportion of the expenses upon commencement of listing and trading of the Equity Shares on the Stock Exchanges in accordance with Applicable LawOffer. The final payment of commission to the RTAs, RTAs and CDPs and Sponsor Banks shall be determined on the basis of (i) applications which have been considered eligible for the purpose of Allotment and (ii) the terminal from which the Bid has been uploaded (to determine the particular RTA, RTA or CDP or Sponsor Banks to whom the commission is payable). 7.6 The Company agrees that in the event of any compensation required to be paid by the members of the Syndicate to Bidders for delays in redressal of their grievance by the SCSBs in accordance with the SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, the SEBI circular SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and the SEBI Circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, read along with the provisions of Applicable Law, the Company shall reimburse the relevant post-Offer BRLM for such compensation (including applicable taxes and statutory charges, interest and/or penalty, if any) immediately but not later than fourteen (14) Working Days of (i) a written intimation from the relevant BRLM (with a copy to the remaining members of the Syndicate); or (ii) receipt of proof of payment of compensation (including applicable taxes and statutory charges, interest and/or penalty, if any) along with the proof of such compensation paid or payable, being communicated to the Company in writing by the BRLM, provided however that in relation to this clause, the Company will not be responsible to for any compensation or reimbursement or payment to the extent any delay in redressal of any grievance by the SCSBs in accordance with the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, has resulted, solely and directly, from the relevant Book Running Lead Manager’s gross negligence or willful misconduct, or fraud, as finally judicially determined by a court of competent jurisdiction after exhaustion of all remedies under Applicable Laws. 7.7 Each of the Company and the Selling Shareholders, severally and not jointly, agrees to share the costs and expenses under this Agreement in the manner set forth in Clause 18 of the Offer Agreement.

Appears in 1 contract

Samples: Syndicate Agreement

Fees and Commissions. 7.1 The Company and the Selling Shareholders shall pay the fees, commissions, expenses and other charges to the members of the Syndicate in accordance with the terms of this Agreement, the Engagement Letter, the Offer Agreement, the Cash Escrow and Sponsor Bank Agreement and as may be agreed in the Underwriting Agreement (if and when executed), as applicable. To the extent not deducted from the Public Offer Account in terms of the Cash Escrow and Sponsor Bank Agreement, all such expenses shall be paid by the Company in the first instance and that each of the Selling Shareholders shall reimburse the Company for respective proportion of the expenses upon commencement of listing and trading of the Equity Shares on the Stock Exchanges, in accordance with terms of the Offer Agreement. 7.2 The members of Syndicate shall send the list of all Sub-Syndicate Members to the Registrar for identification. The Registrar shall calculate selling commission based on valid ASBA Forms received from the members of the Syndicate and Sub-Syndicate Members. 7.3 The Company and the Selling Shareholders shall not be responsible for the payment of the fees and commissions to the Sub-Syndicate Members of the members of the Syndicate. TheThe members of the Syndicate shall be responsible for the payment of fees and commission to their respective Sub-Syndicate Members. 7.4 The commission payable to the members of the Syndicate/SCSBs, and processing fees in relation to the ASBA Forms from Syndicate ASBA Bidders (other than UPI Bidders) procured by the members of the Syndicate at the Specified Locations and submitted to the relevant branches of the SCSBs for processing shall be paid in the manner set forth in Annexure A. No commission or additional processing/uploading charges shall be payable by the Company and the Selling Shareholders to the SCSBs on the applications directly procured by them. The commission payable to the SCSBs/NPCI and processing fees in relation to the UPI Mechanism from UPI Bidders and submitted to the Stock Exchanges for processing shall be paid in the manner set forth in Annexure A. 7.5 The Company Company, on behalf of itself and the Selling Shareholders shall be responsible for disbursing the aggregate amount of fees, commissions, expenses and other charges payable to the Registered Brokers, RTAs, CDPs, Sponsor Banks for Bids accepted and uploaded by them in relation to the Offer to the Stock Exchanges in accordance with the Cash Escrow and Sponsor Bank Agreement (the relevant provisions for payment in respect of Retail Individual Investors Bidders and Non-Institutional Investors are set forth in Annexure A). The Parties acknowledge that the aggregate amount of commission payable to the Registered Brokers by the Company in relation to the Offer shall be calculated by the Registrar. 7.6 The Parties acknowledge that, other than (i) . To the listing fees which shall be solely borne by extent not deducted from the Company; Public Offer Account in terms of the Cash Escrow and (ii) fees for counsel to the Selling Shareholders, if any, which shall be solely borne by the respective Selling ShareholdersSponsor Bank Agreement, all costs, fees and such expenses with respect to the Offer shall be shared by the Company and the Promoter Selling Shareholders, on a pro rata basis, in proportion to the number of Equity Shares issued and sold by each of the Promoter Selling Shareholders through the Offer for Sale. All the expenses relating to the Offer shall be paid by the Company in the first instance and that each of the Selling Shareholders shall reimburse the Company for respective proportion of the expenses upon commencement of listing and trading of the Equity Shares on the Stock Exchanges Exchanges, in accordance with Applicable Lawterms of the Offer Agreement. 7.6 The Parties acknowledge that, all expenses, fees and payment obligations required to be made under this Section 7 of this Agreement incurred by the Company on behalf of the Selling Shareholders (in terms of the Offer Agreement) shall upon successful completion of the Offer, be reimbursed by the Selling Shareholders directly from the Public Offer Account in accordance with the terms of the Cash Escrow and Sponsor Bank Agreement, and if not so reimbursed, in accordance with the terms of the Offer Agreement. The final payment of commission to the RTAs, CDPs and Sponsor Banks shall be determined on the basis of (i) applications which have been considered eligible for the purpose of Allotment and (ii) the terminal from which the Bid has been uploaded (to determine the particular RTA, CDP or Sponsor Banks to whom the commission is payable). 7.7 All payments towards processing fee or selling commission shall be released only after ascertaining that there are no pending complaints in relation to block/unblock of Bids and upon receipt of confirmation on completion of unblocks from each of the Sponsor Banks, SCSBs and the Registrar as specified under the SEBI Circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, read with SEBI Circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022.

Appears in 1 contract

Samples: Syndicate Agreement

Fees and Commissions. 7.1 7.1. The Company and the Selling Shareholders agrees that they shall pay the fees, commissions, expenses and other charges to the members of the Syndicate in accordance with the terms of this Agreement, the Engagement Letter, the Offer Agreement, the Cash Escrow and Sponsor Bank Agreement and as may be agreed in the Underwriting Agreement (if and when executed), as applicable. The Selling Shareholders have authorized the Company to take all actions in respect of the Offer for and on its behalf in accordance with Section 28 of the Companies Act, 2013 and shall reimburse the Company in the manner agreed in Section 14 of the Offer Agreement. 7.2 7.2. The members of the Syndicate shall send the list of all Sub-Syndicate Members to the Registrar for identification. The Registrar shall calculate selling commission based on valid ASBA Forms received from the members of the Syndicate and Sub-Syndicate Members. 7.3 7.3. The Company and the Selling Shareholders shall not be responsible for the payment of the fees and commissions to the Sub-Syndicate Members. Provided that nothing in this Clause shall restrict the Company and/or Selling Shareholders from paying the fees and/or commission to the Sub-Syndicate Members appointed by the BRLMs, directly at their discretion. 7.4. The Company, on behalf of itself and the Selling Shareholders, shall pay selling commission to the Syndicate Member, SCSBs (for Bid cum Application Forms directly procured by them from Retail Individual Bidders and Non-Institutional Bidders), RTAs, Collecting Depository Participants and Registered Brokers, as set forth in Annexure B. The Parties acknowledge that the aggregate amount of commission payable to the Registered Brokers by the Company (on behalf of itself and the Selling Shareholders) in relation to the Offer shall be calculated by the Registrar. The manner of disbursement of the aforesaid fees, commissions and expenses shall be in accordance with the terms of the Cash Escrow and Sponsor Bank Agreement. Payments to such intermediaries shall be made by the Company (on behalf of itself and the Selling Shareholders) only after ascertaining that there are no pending complaints pertaining to block/unblock of Bids and after receiving relevant confirmations for completion of unblocking from Sponsor Bank/SCSBs and the Registrar, in accordance with the March 16 Circular and any other circulars or notifications issued by the SEBI in this regard and applicable compensation relating to investor complaints having been paid by the SCSB to the investors. The SCSBs, the Sponsor Banks and the Registrar to the Offer shall provide the relevant confirmations to the BRLMs in accordance with the UPI Circulars. 7.5. In relation to Bid cum Application Forms procured by members of the Syndicate. The 7.4 The commission payable to the members of the Syndicate/SCSBs, and processing fees in relation to the ASBA Forms from Syndicate ASBA Bidders (other than UPI Bidders) procured by the members of the Syndicate at the Specified Locations Collecting Depository Participants, RTAs, or Registered Brokers and submitted to the relevant branches of with the SCSBs for processing blocking, the SCSBs shall be paid in the manner entitled to processing fees as set forth in Annexure A. No commission or additional processing/uploading charges B which shall be payable by the Company (on behalf of itself and the Selling Shareholders), exclusive of applicable taxes. 7.6. The Parties acknowledge that, all expenses, fees and payment obligations required to be made under Section 7 of this Agreement incurred shall be borne by the Company and the Selling Shareholders in proportion to the SCSBs on number of Equity Shares issued and/or transferred by each of the applications directly procured Company and the Selling Shareholders in the Offer, respectively, except as may be prescribed under the Offer Agreement and by themthe SEBI or any other regulatory authority. The commission payable to Company (on behalf of itself and the SCSBs/NPCI and processing fees in relation to the UPI Mechanism from UPI Bidders and submitted to the Stock Exchanges for processing shall be paid in the manner set forth in Annexure A. 7.5 The Company Selling Shareholders) shall be responsible for disbursing the aggregate amount of fees, commissions, expenses and other charges payable to the Registered Brokers, RTAs, CDPs, the CDPs and the Sponsor Banks for in relation to Bids accepted and uploaded by them in relation to the Offer to the Stock Exchanges in accordance with the Cash Escrow and Sponsor Bank Agreement (the relevant provisions for payment in respect of Retail Individual Investors RIBs and Non-Institutional Investors Bidders are set forth in Annexure AB). The Parties acknowledge that the aggregate amount of commission payable to the Registered Brokers by the Company in relation to the Offer shall be calculated by the Registrar. 7.6 The Parties acknowledge that, other than (i) the listing fees which shall be solely borne by the Company; and (ii) fees for counsel to the Selling Shareholders, if any, which shall be solely borne by the respective Selling Shareholders, all costs, fees and expenses with respect to the Offer shall be shared by the Company and the Promoter Selling Shareholders, on a pro rata basis, in proportion to the number of Equity Shares issued and sold by each of the Promoter Selling Shareholders through the Offer for Sale. All the expenses relating to the Offer shall be paid by the Company in the first instance and that each of the Selling Shareholders shall reimburse the Company for respective proportion of the expenses upon commencement of listing and trading of the Equity Shares on the Stock Exchanges in accordance with Applicable Law. The final payment of commission to the RTAs, CDPs and the Sponsor Banks shall be determined on the basis of (i) applications which have been considered eligible for the purpose of Allotment and (ii) the terminal from which the Bid has been uploaded (to determine the particular RTA, CDP or Sponsor Banks Bank to whom the commission is payable). 7.7. In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism) exceeding the timelines as provided under Applicable Law, the Bidder shall be compensated by the intermediary responsible for causing such delay in unblocking. In case any compensation has been paid by the members of the Syndicate in such a situation, the Company and the Selling Shareholders shall reimburse the relevant member of the Syndicate for such compensation (including applicable taxes and statutory charges, if any) within five (5) Working Days of (i) a written intimation from the relevant member of the Syndicate (with a copy to the remaining members of the Syndicate); or (ii) receipt of proof of payment of compensation (including applicable taxes and statutory charges, if any) along with the proof of such compensation paid or payable, being communicated to the Company and the Selling Shareholders in writing by the member of the Syndicate, for any liabilities incurred by the members of the Syndicate for delay or failure in unblocking of ASBA funds by SCSBs or non-performance of roles by the Registrar to the Offer and/or the SCSBs as set out in the ICDR Master Circular, March 16 Circular, the June 2 Circular and the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022. Each member of the Syndicate, upon incurring any liabilities in terms of the ICDR Master Circular, March 16 Circular, the June 2 Circular and the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 will promptly intimate the Company.

Appears in 1 contract

Samples: Syndicate Agreement

Fees and Commissions. 7.1 The Company and each of the Selling Shareholders shall pay the fees, commissionscommission and expenses of the BRLMs as specified in the Fee Letter, the Offer Agreement, and this Agreement. The fees, commission and expenses and other charges relating to the members of Offer shall be shared as agreed between the Syndicate Company and the Selling Shareholders in writing, in accordance with the terms of this Offer Agreement, the Engagement Letter, the Offer Agreement Fee Letter and as may be agreed in the Underwriting Agreement (if and when executed), as applicableaccordance with Applicable Law. 7.2 The members of Syndicate shall send the list of all Sub-Syndicate Members to the Registrar for identification. The Registrar shall calculate selling commission based on valid ASBA Forms received from the members of the Syndicate and Sub-Syndicate Members. 7.3 The Company and the Selling Shareholders shall not be responsible for the payment of the fees and commissions to the Sub-Syndicate Members of the members of the Syndicate. The 7.4 The commission payable to the members of the Syndicate/SCSBsSyndicate shall be responsible for the payment of fees and commission to their respective Sub-Syndicate Members. For the avoidance of doubt, and processing fees no Sub- Syndicate member or any Affiliate of any member of the Syndicate shall have any claim against the Company or any of the Selling Shareholders in relation to the ASBA Forms from Syndicate ASBA Bidders (other than UPI Bidders) procured by payment of fees or commission in relation to the members Offer. 7.4 The Company on behalf of the Syndicate at the Specified Locations Selling Shareholders shall ensure that all costs, fees and submitted expenses relating to the relevant branches Offer, including the underwriting commissions, procurement commissions, if any, and brokerage due to the underwriters and sub-brokers or stock brokers, fees payable to the SCSBs, BRLMs, syndicate members, legal advisors, book building fees and other charges, fees and expenses of the SCSBs SEBI, the Stock Exchanges and any other Governmental Authority, registrar fees and broker fees (including fees for processing procuring of applications), bank charges and any other agreed fees and commissions, as applicable, payable in relation to the Offer shall be paid within the prescribed time in accordance with Applicable Law. Other than listing fees, which will be paid by the Company, the costs, fees and expenses directly related to the Offer shall be borne by the Selling Shareholders in proportion to the Equity Shares contributed by them in the manner Offer and as mutually agreed and in accordance with Applicable Law. The expenses to be borne by the Selling Shareholders shall be deducted from the Offer Proceeds to be received by the Selling Shareholders, and only the balance amount of the Offer Proceeds will be transferred to the Selling Shareholders upon listing of the Equity Shares. All outstanding amounts payable to the BRLMs in accordance with the terms of the Fee Letter and the legal counsel, shall be payable directly from the Public Offer Account after transfer of funds from the Escrow Accounts to the Public Offer Account and immediately on receipt of the listing and trading approvals from the Stock Exchanges. 7.5 The Company, on behalf of the Selling Shareholders shall pay selling commission to the Syndicate Members, SCSBs (for Bid cum Application Forms directly procured by them from RIBs and Non-Institutional Bidders), RTAs, CDPs and Registered Brokers, as set forth in Annexure A. No It is hereby clarified that the selling commissions should only be paid by the Company, once all the relevant intermediaries have confirmed to the BRLMs that there are no pending complaints in relation to the Offer, in accordance with the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated Xxxxx 00, 0000 XXXX circular no. SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated Xxxxx 00, 0000, XXXX circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022, SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, SEBI circular (SEBI/HO/CFD/DIL2/P/CIR/2022/75) dated May 30, 2022 and any other circulars or notifications issued by SEBI in this regard (together the “SEBI 2021 Circulars”). Once such confirmations are received, the BRLMs will instruct the Company to pay the selling commission to the relevant intermediaries. In relation to Bid cum Application Forms procured by members of the Syndicate, CDPs, RTAs, or additional processing/uploading charges Registered Brokers and submitted with the SCSBs for blocking, the SCSBs shall be entitled to processing fees including NPCI processing fees as set forth in Annexure A which shall be payable by the Company. 7.6 The Company and on behalf of the Selling Shareholders to the SCSBs on the applications directly procured by them. The commission payable to the SCSBs/NPCI and processing fees in relation to the UPI Mechanism from UPI Bidders and submitted to the Stock Exchanges for processing shall be paid in the manner set forth in Annexure A. 7.5 The Company shall be responsible for disbursing the aggregate amount of fees, commissions, expenses expenses, and other charges payable to the Registered Brokers, RTAs, CDPs, Sponsor Banks for Bids accepted and uploaded by them Brokers in relation to the Offer to the Stock Exchanges Exchanges, and to CDPs, RTAs, Sponsor Bank in accordance with the Cash Escrow and Sponsor Bank Agreement (the relevant provisions for payment in respect of Retail Individual Investors Bidders and Non-Institutional Investors Bidders are set forth in Annexure A). The Parties acknowledge that the aggregate amount of commission payable to the Registered Brokers by the Company in relation to the Offer shall be calculated by the Registrar. 7.6 The Parties acknowledge that, other than (i) the listing fees which shall be solely borne by the Company; and (ii) fees for counsel Registrar to the Selling Shareholders, if any, which shall be solely borne by the respective Selling Shareholders, all costs, fees and expenses with respect to the Offer shall be shared by the Company and the Promoter Selling Shareholders, on a pro rata basis, in proportion to the number of Equity Shares issued and sold by each of the Promoter Selling Shareholders through the Offer for Sale. All the expenses relating to the Offer shall be paid by the Company in the first instance and that each of the Selling Shareholders shall reimburse the Company for respective proportion of the expenses upon commencement of listing and trading of the Equity Shares on the Stock Exchanges in accordance with Applicable LawOffer. The final payment of commission to the RTAs, RTAs and CDPs and Sponsor Banks Bank shall be determined on the basis of (i) applications which have been considered eligible for the purpose of Allotment and (ii) the terminal from which the Bid has been uploaded (to determine the particular RTA, RTA or CDP or Sponsor Banks Bank to whom the commission is payable). 7.7 The Parties note the contents of SEBI 2021 Circulars and also the mechanism put in place in the Cash Escrow and Sponsor Bank Agreement for compliance with the SEBI 2021 Circulars. In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism) exceeding four Working Days from the Bid/Offer Closing Date, the Bidder shall be compensated in accordance with the SEBI 2021 Circulars, to the extent applicable. The BRLMs shall, in their sole discretion, identify and fix the liability on such intermediary or entity (the “Relevant Intermediary”) responsible for such delay in unblocking. It is hereby clarified that the members of the Syndicate shall not be liable in any manner whatsoever for any failure or delay on the part of such Relevant Intermediary (as determined by the BRLMs, in their sole discretion) to discharge its obligation to compensate the investor for the delay in unblocking of amount, as stated above. 7.8 The Company agrees that it shall pay the Syndicate Members immediately but not later than 5 (five) working days of receiving an intimation from them, for any compensation, liabilities and/or other amounts payable or paid for delay or failure in unblocking of ASBA funds by XXXXx or non-performance of roles by the Registrar to the Issue and/or the SCSBs as set out in the SEBI circular no. circular no. (SEBI/HO/CFD/DIL2/CIR/P/2021./2480/1/M) dated March 16, 2021 (“March 16 Circular”), circular no. (SEBI/HO/CFD/DIL1/CIR/P/2021/47) March 31, 2021 (“March 31 Circular”) and the SEBI circular SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 (the “June 2 Circular”), SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022, SEBI circular no. (SEBI/HO/CFD/DIL2/CIR/P/2022/51) dated April 20, 2022, and SEBI circular no. (SEBI/HO/CFD/DIL2/P/CIR/2022/75) dated May 30, 2022 and/or other Applicable Law, including any interest and/or penalty charged thereon and the amount to be so paid by the Company to any members of the Syndicate shall be calculated in accordance with the March 16 Circular, March 31 Circular and June 2 Circular, SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022, SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, and SEBI circular (SEBI/HO/CFD/DIL2/P/CIR/2022/75) dated May 30, 2022 and/or other Applicable Law. The Book Running Lead Managers, upon being aware of any of such liabilities will intimate the Company. 7.9 In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism) exceeding the timelines as provided under Applicable Law, the Bidder shall be compensated by the intermediary responsible for causing such delay in unblocking in accordance with the applicable UPI Circulars. It is hereby clarified that in case any compensation has been paid by the BRLMs in such a situation, such BRLMs shall be reimbursed in accordance with the terms of the Offer Agreement.

Appears in 1 contract

Samples: Syndicate Agreement

Fees and Commissions. 7.1 The Company and the Selling Shareholders Shareholders, severally and not jointly, shall pay the fees, commission and expenses to the Members of the Syndicate as specified and, in the manner, set forth in the Engagement Letter, the Offer Agreement and this Agreement. The fees, commission and expenses relating to the Offer shall be in the manner and as agreed between the Company and the Selling Shareholders in writing and included in Clause 19 of the Offer Agreement and in accordance with Applicable Law. 7.2 The procurement and selling commissions and brokerages payable to the Members of the Syndicate (including Sub-Syndicate Member), SCSBs, Registered Brokers, the CDPs and RTAs shall be as set forth in Annexure B hereto. In relation to Bid cum Application Forms procured by the Members of the Syndicate (including Sub-Syndicate Member), Registered Brokers, CDPs and RTAs and uploaded by them and submitted to the relevant branches of the SCSBs for processing, a processing fee shall be payable to the SCSBs as set forth in Annexure B. The commission payable to the SCSBs/National Payments Corporation of India/Sponsor Banks and processing fees in relation to the UPI mechanism from UPI Bidders and submitted to the Stock Exchanges for processing shall be paid in the manner set forth in Annexure B, no selling commission is payable to the SCSBs in relation to the Bid cum Application Form submitted by the QIBs and procured directly by the SCSBs. The Company shall ensure that all selling commission and fees are paid within the period prescribed under Applicable Law. All amounts payable to the BRLMs in accordance with the terms of the Engagement Letter shall be paid in accordance with the terms of the Engagement Letter and in the manner to be set out in the Cash Escrow and Sponsor Bank Agreement. 7.3 The Company on behalf of itself and the Selling Shareholders shall be responsible for disbursing the aggregate amount of fees, commissions, expenses and other charges payable to the members of Registered Brokers in relation to the Syndicate Offer to the Stock Exchanges, and to CDPs, RTAs in accordance with the terms of this Agreement, the Engagement Letter, the Offer Agreement Cash Escrow and as may be agreed in the Underwriting Sponsor Banks Agreement (if the relevant provisions for payment in respect of UPI Bidders and when executed), as applicable.Non-Institutional Bidders (not using the UPI mechanism) are set forth in Annexure B. 7.2 The members of Syndicate shall send the list of all Sub-Syndicate Members to the Registrar for identification. The Registrar shall calculate selling commission based on valid ASBA Forms received from the members of the Syndicate and Sub-Syndicate Members. 7.3 7.4 The Company and the Selling Shareholders shall not be responsible for the payment of the fees and commissions to the Sub-Syndicate Members of the members Members of the Syndicate. The 7.4 The commission payable to the members Members of the Syndicate/SCSBsSyndicate shall be responsible for the payment of fees and commission to their respective Sub-Syndicate Members. For the avoidance of doubt, and processing fees no Sub-Syndicate Member or any Affiliate of any member of the Syndicate shall have any claim against the Company or the Selling Shareholders in relation to the ASBA Forms from Syndicate ASBA Bidders (other than UPI Bidders) procured by the members payment of the Syndicate at the Specified Locations and submitted to the relevant branches of the SCSBs for processing shall be paid in the manner set forth in Annexure A. No fees or commission or additional processing/uploading charges shall be payable by the Company and the Selling Shareholders to the SCSBs on the applications directly procured by them. The commission payable to the SCSBs/NPCI and processing fees in relation to the UPI Mechanism Offer. 7.5 The members of Syndicate shall send the list of all Sub-Syndicate Members to the Registrar for their identification. The Registrar shall calculate selling commission based on valid ASBA Forms received from UPI Bidders the Members of the Syndicate and submitted Sub-Syndicate Members. 7.6 The final payment of commission to the Registered Brokers shall be made by the Stock Exchanges for processing shall be paid in the manner set forth in Annexure A. 7.5 The Company shall be responsible for disbursing upon receipt of the aggregate amount of fees, commissions, expenses and other charges payable to commission from the Registered Brokers, RTAs, CDPs, Sponsor Banks for Bids accepted and uploaded by them in relation to the Offer to the Stock Exchanges in accordance with the Cash Escrow and Sponsor Bank Agreement (the relevant provisions for payment in respect of Retail Individual Investors and Non-Institutional Investors are set forth in Annexure A)Company. The Parties acknowledge that the aggregate amount of commission payable to the Registered Brokers by the Company in relation to the Offer shall be calculated by the Registrar. 7.6 The Parties acknowledge that, other than (i) the listing fees which shall be solely borne by the Company; and (ii) fees for counsel to the Selling Shareholders, if any, which shall be solely borne by the respective Selling Shareholders, all costs, fees and expenses with respect to the Offer shall be shared by the Company and the Promoter Selling Shareholders, on a pro rata basis, in proportion to the number of Equity Shares issued and sold by each of the Promoter Selling Shareholders through the Offer for Sale. All the expenses relating to the Offer shall be paid by the Company in the first instance and that each of the Selling Shareholders shall reimburse the Company for respective proportion of the expenses upon commencement of listing and trading of the Equity Shares on the Stock Exchanges in accordance with Applicable Law. The final payment of commission to the RTAs, RTAs and CDPs and Sponsor Banks shall be determined on the basis of (i) applications which have been considered eligible for the purpose of Allotment and (ii) the terminal from which the Bid has been uploaded (to determine the particular RTA, RTA or CDP or Sponsor Banks to whom the commission is payable) 7.7 If withholding tax is applicable on payment of any fees to the Members of the Syndicate, the Company shall deduct such withholding tax from the respective fees payment and shall provide such member of the Syndicate with an original or authenticated copy of the tax receipt within the prescribed timelines. 7.8 In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism) exceeding the timelines as provided under Applicable Law, the Bidder shall be compensated by the intermediary responsible for causing such delay in unblocking, in accordance with the applicable UPI Circulars. It is hereby clarified that in case any compensation has been paid by the Members of the Syndicate in such a situation, the Company agrees that it shall pay, compensate or reimburse, as the case may be, the Members of the Syndicate within 2 (two) days of receiving an intimation from them, for any amounts paid by them for delay or failure in unblocking of ASBA funds by SCSBs which results in a reimbursement or payment, in accordance the applicable circulars issued by SEBI, including the UPI Circulars and/or other Applicable Law.

Appears in 1 contract

Samples: Syndicate Agreement

Fees and Commissions. 7.1 9.1 The Company and the Selling Shareholders shall pay Members of the Syndicate fees, commissions, expenses and other charges to the members of the Syndicate in accordance with the terms of this Agreement, the Engagement Letter, the Offer Agreement, the Cash Escrow and Sponsor Bank Agreement and the Underwriting Agreement, when executed/applicable. The selling commission payable to the Syndicate Member(s), SCSBs (for Bid cum Application Forms directly procured by them from Retail Individual Bidders, RTAs, Collecting Depository Participants and Registered Brokers (on per application basis) (collectively, the “Selling Commission”), is set forth in Annexure A hereto. The manner of disbursement shall be in accordance with the terms of the Cash Escrow and Sponsor Bank Agreement and the Underwriting Agreement. The Company and the Selling Shareholders hereby agree that the aggregate amount of commission payable to the SCSBs, NPCI, Registered Brokers, Collecting Depository Participants, Collecting RTA and processing fees in relation to the UPI Mechanism from Retail Individual Bidders, in relation to the Offer as may mutually agreed with the parties shall be agreed deposited by the Company with the Stock Exchanges prior to the receipt of the final listing and trading approvals. The final payment of the said commission shall be made by the Stock Exchanges. It is hereby clarified that the selling commissions should only be paid by the Company, once all the relevant intermediaries have confirmed to the Book Running Lead Managers that there are no pending complaints in relation to blocking or unblocking of Bids made through the UPI Mechanism and that all accounts in ASBA have been unblocked in accordance with the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 read with SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022. 9.2 In relation to Bid cum Application Forms procured by the Members of the Syndicate, Collecting Depository Participants and RTAs, and submitted to the relevant branches of the SCSBs for processing, an additional bidding charge (excluding applicable tax) shall be payable by the Company and the Selling Shareholders in the Underwriting Agreement manner set forth in this Agreement, in proportion to the Equity Shares contributed by each of them in the Offer,, for each valid and eligible Bid cum Application Form received (if and when executed“Bidding Charges”), as applicable. 7.2 9.3 In relation to Bid cum Application Forms procured by Members of the Syndicate, Collecting Depository Participants, RTAs, or Registered Brokers and submitted with the SCSBs for blocking, the SCSBs shall be entitled to processing fees (“ASBA Processing Fees”) as set forth in Annexure A. In case of Bid cum Application Forms procured directly by the SCSBs from the Retail Individual Bidders and Non-Institutional Investors other than the commission payable as per Clause 9.1 read with Annexure A, no ASBA Processing Fees shall be payable to them. No Selling Commission is payable to SCSBs in relation to Bid cum Application Forms submitted by QIBs and procured directly by the SCSBs. 9.4 In addition to the Selling Commission, Bidding Chargers and the ASBA Processing Fees payable in accordance with Clauses 9.19.1, 9.29.2 and 9.39.3, applicable taxes will be separately invoiced and shall be payable by the Company and the Selling Shareholders in accordance with this Agreement, the Offer Agreement and the Cash Escrow Sponsor Bank Agreement. 9.5 The members Members of the Syndicate shall send the list of all Sub-Syndicate Members to the Registrar to the Offer for identificationidentifying the Registered Brokers. The Registrar to the Offer shall calculate selling commission Selling Commission based on valid ASBA Bid-cum-Application Forms received from Registered Brokers. The Company and Selling Shareholders shall pay such Selling Commission for each valid Bid-cum-Application Form procured from Registered Brokers, as indicated in the members Annexure A. Such commission shall be payable, as per the number of valid Bid-cum-Application Forms procured, via the Syndicate and Sub-Syndicate MembersStock Exchanges clearing house system, unless a different method is prescribed by SEBI/Stock Exchanges. 7.3 9.6 The Company and the Selling Shareholders shall not be responsible for the payment of the fees and commissions liable to the Sub-Syndicate Members of the members of the Syndicate. The 7.4 The commission payable to the members of the Syndicate/SCSBs, and processing fees in relation to the ASBA Forms from Syndicate ASBA Bidders (other than UPI Bidders) procured by the members of the Syndicate at the Specified Locations and submitted to the relevant branches of the SCSBs for processing shall be paid in the manner set forth in Annexure A. No commission or additional processing/uploading charges shall be payable by the Company and the Selling Shareholders to the SCSBs on the applications directly procured by them. The commission payable to the SCSBs/NPCI and processing fees in relation to the UPI Mechanism from UPI Bidders and submitted to the Stock Exchanges for processing shall be paid in the manner set forth in Annexure A. 7.5 The Company shall be responsible for disbursing pay the aggregate amount of fees, commissions, expenses and other charges payable to the Registered Brokers, RTAs, CDPs, Sponsor Banks for Bids accepted and uploaded by them Brokers in relation to the Offer Offer, to the Stock Exchanges in accordance with the Cash Escrow and Sponsor Bank Agreement (the relevant provisions for payment in respect of Retail Individual Investors Bidders and Non-Institutional Investors Bidders are set forth in Annexure A). The final payment of commission to the Registered Brokers shall be made by the Stock Exchanges upon receipt of the aggregate commission from the Company and the Selling Shareholders. The Parties acknowledge that the aggregate amount of commission payable to the Registered Brokers by the Company in relation to the Offer shall be calculated by the RegistrarRegistrar to the Offer. 7.6 9.7 The Parties acknowledge that, other than (i) the listing fees which shall be solely borne by the Company; and (ii) fees for counsel to the Selling Shareholders, if any, which shall be solely borne by the respective Selling Shareholders, all costs, fees and expenses with respect to the Offer shall be shared by the Company and the Promoter Selling Shareholders, on a pro rata basis, in proportion to the number of Equity Shares issued and sold by each of the Promoter Selling Shareholders through the Offer for Sale. All the expenses relating to the Offer shall be paid by the Company in the first instance and that each of the Selling Shareholders shall reimburse be liable to pay the Company aggregate amount of fees, commission, expenses and other charges payable to the RTAs and the CDPs in relation to Bids accepted and uploaded by them (the relevant provisions for respective proportion payment in respect of the expenses upon commencement of listing Retail Individual Bidders and trading of the Equity Shares on the Stock Exchanges Non-Institutional Bidders are set forth in accordance with Applicable LawAnnexure A). The final payment of commission to the RTAs, RTAs and CDPs and Sponsor Banks shall be determined on the basis of (i) applications which have been considered eligible for the purpose of Allotment and (ii) the terminal from which the Bid has been uploaded (to determine the particular RTA, RTA or CDP or Sponsor Banks to whom the commission is payable). 9.8 The Company and the Selling Shareholders shall not be responsible for the payment of the fees and commissions to the Sub-Syndicate Members, as applicable. 9.9 Each of the Company and the Selling Shareholders agrees to share the costs and expenses under Clause 9 of this Agreement in the manner stated in Clause 20 of the Offer Agreement, as amended. 9.10 In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism), exceeding the timelines as provided under Applicable Law the Bidder shall be compensated by the intermediary responsible for causing such delay in unblocking, as required under Applicable Law, including the UPI Circulars (the “Relevant Intermediary”). In addition to the above, by way of the UPI Circulars, SEBI has put in place measures to have a uniform policy and to further streamline the reconciliation process among intermediaries and to provide a mechanism of compensation to investors. It is hereby clarified that in case of any failure or delay on the part of such Relevant Intermediary (as determined by the BRLMs, in their sole discretion) in resolving the grievance of an investor, beyond the date of receipt of a complaint in relation to unblocking, such Relevant Intermediary will be liable to pay compensation to the investor in accordance with the UPI Circulars, as applicable. The Company and the Selling Shareholders acknowledge that the Members of the Syndicate are not responsible for unblocking of accounts and any delay in unblocking is sole responsibility of SCSBs. It is hereby clarified that in the event of any obligation on the BRLMs to pay compensation to Bidders on account of delays in redressal of grievances of such Bidders in relation to the unblocking of UPI Bids and/or for any other reason pursuant to and/or arising out of the same, the Company shall reimburse the relevant BRLM for such compensation in a manner as agreed upon in the Offer Agreement and the Cash Escrow and Sponsor Bank Agreement. 9.11 The payment of processing fee/selling commission to the intermediaries be released only after ascertaining that there are no pending complaints pertaining to block/unblock of UPI bids, receiving the confirmation on completion of unblocks from Sponsor Bank/SCSBs. 9.12 Parties note the contents of SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 read with the SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 and any other circulars or notifications issued by the SEBI in this regard (together the “SEBI 2021- 2022 Circulars”) and also the mechanism put in place in the Cash Escrow and Sponsor Bank Agreement for compliance with the SEBI 2021-2022 Circulars.

Appears in 1 contract

Samples: Syndicate Agreement

Fees and Commissions. 7.1 The Company and the Selling Shareholders will pay the fees, commission and expenses of the BRLMs as specified in and in accordance with the Engagement Letters. All costs, charges, fees and expenses relating to the Offer, including road show, accommodation and travel expenses and fees and expenses paid by the Company and the Selling Shareholders to any of the intermediaries shall pay be paid as per the agreed terms with such intermediaries in terms of the Offer Agreement, the Registrar Agreement, the Cash Escrow and Sponsor Bank Agreement, Underwriting Agreement. A certified true copy of such executed memorandum, agreement or engagement letter shall be furnished by the Company to the BRLMs. The fees, commission and expenses relating to the Offer shall be shared as agreed between the Company and the Selling Shareholders and any expenses paid by our Company on behalf of the Selling Shareholders in the first instance will be reimbursed to our Company, by the Selling Shareholders to the extent of its respective proportion of Offer related expenses. 7.2 The Company and the Selling Shareholders agree that all the fees, commissions, expenses and other charges to the members of the Syndicate will be paid in accordance with the terms of this Agreement, the Engagement LetterLetters, the Offer Agreement, as amended, the Cash Escrow and Sponsor Bank Agreement and as may be agreed in the Underwriting Agreement (if and when executed), as applicable. 7.2 7.3 The members of Syndicate shall send the list of all Sub-Syndicate Members to the Registrar for identification. The Registrar shall calculate selling commission based on valid ASBA Forms received from the members of the Syndicate and Sub-Syndicate Members. 7.3 7.4 The Company and the Selling Shareholders shall not be responsible for the payment of the fees and commissions to the Sub-Syndicate Members of the members of the Syndicate. The 7.4 The commission payable to the members of the Syndicate/SCSBsSyndicate shall be responsible for the payment of fees and commission to their respective Sub-Syndicate Members. For the avoidance of doubt, and processing fees no Sub-Syndicate Member or any Affiliate of any member of the Syndicate shall have any claim against the Company or the Selling Shareholders in relation to the ASBA payment of fees or commission in relation to the Offer. 7.5 The Company shall pay selling commission to the Syndicate Member, SCSBs (for Bid cum Application Forms from Syndicate ASBA Bidders (other than UPI Bidders) directly procured by the members of the Syndicate at the Specified Locations them from RIBs and submitted to the relevant branches of the SCSBs for processing shall be paid in the manner Non-Institutional Bidders), RTAs, CDPs and Registered Brokers, as set forth in Annexure A. No It is hereby clarified that the selling commissions should only be paid by the Company, once all the relevant intermediaries have confirmed to the BRLMs that there are no pending complaints in relation to blocking or unblocking of Bids made through the UPI Mechanism and that all accounts in ASBA have been unblocked in accordance with the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, SEBI circular no. SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31, 2021 and SEBI Circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022. Once, such confirmations are received, the BRLMs will instruct the Company to pay the selling commission to the relevant intermediaries. In relation to Bid cum Application Forms procured by members of the Syndicate, CDPs, RTAs, or additional processing/uploading charges Registered Brokers and submitted with the SCSBs for blocking, the SCSBs shall be entitled to processing fees including NPCI processing fees as set forth in Annexure A which shall be payable by the Company. Furthermore, applicable tax will be separately invoiced and payable by the Company. 7.6 The Company on behalf of itself and the Selling Shareholders to the SCSBs on the applications directly procured by them. The commission payable to the SCSBs/NPCI and processing fees in relation to the UPI Mechanism from UPI Bidders and submitted to the Stock Exchanges for processing shall be paid in the manner set forth in Annexure A. 7.5 The Company shall be responsible for disbursing the aggregate amount of fees, commissions, expenses and other charges payable to the Registered Brokers, RTAs, CDPs, Sponsor Banks for Bids accepted and uploaded by them Brokers in relation to the Offer to the Stock Exchanges Exchanges, and to CDPs, RTAs, Sponsor Banks in accordance with the Cash Escrow and Sponsor Bank Agreement (the relevant provisions for payment in respect of Retail Individual Investors Bidders and Non-Institutional Investors Bidders are set forth in Annexure A). The Parties acknowledge that the aggregate amount of commission payable to the Registered Brokers by the Company in relation to the Offer shall be calculated by the Registrar. 7.6 The Parties acknowledge that, other than (i) the listing fees which shall be solely borne by the Company; and (ii) fees for counsel Registrar to the Selling Shareholders, if any, which shall be solely borne by the respective Selling Shareholders, all costs, fees and expenses with respect to the Offer shall be shared by the Company and the Promoter Selling Shareholders, on a pro rata basis, in proportion to the number of Equity Shares issued and sold by each of the Promoter Selling Shareholders through the Offer for Sale. All the expenses relating to the Offer shall be paid by the Company in the first instance and that each of the Selling Shareholders shall reimburse the Company for respective proportion of the expenses upon commencement of listing and trading of the Equity Shares on the Stock Exchanges in accordance with Applicable LawOffer. The final payment of commission to the RTAs, RTAs and CDPs and Sponsor Banks Bank shall be determined on the basis of (i) applications which have been considered eligible for the purpose of Allotment and (ii) the terminal from which the Bid has been uploaded (to determine the particular RTA, RTA or CDP or Sponsor Banks Bank to whom the commission is payable). 7.7 If withholding tax is applicable, the Company and the Selling Shareholders will deduct such withholding tax and will provide the members of the Syndicate and / or any other intermediary, as the case may be, with an original or authenticated copy of the tax receipt. 7.8 The payment of processing fee/selling commission to the intermediaries be released only after ascertaining that there are no pending complaints pertaining to block/unblock of UPI bids, receiving the confirmation on completion of unblocks from Sponsor Bank/SCSBs. 7.9 The Company agrees that in the event of any compensation required to be paid by the post-Offer BRLM to Bidders for delays in redressal of their grievance by the SCSBs in accordance with the SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 (“March 16 Circular”), the SEBI circular SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 (“June 2 Circular”) and SEBI Circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 the Company shall reimburse the relevant BRLM for such compensation (including applicable taxes and statutory charges, if any) within 2 days of (i) receipt of proof of payment of compensation (including applicable taxes and statutory charges, if any) by the relevant BRLM or (ii) the amount of compensation payable (including applicable taxes and statutory charges, if any) being communicated to the Company in writing by the relevant BRLM. 7.10 The Parties note the contents of SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 read with the SEBI circular no. SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31, 2021, SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, SEBI Circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, SEBI Circular (SEBI/HO/CFD/DIL2/CIR/2022/75) dated May 30, 2022 and any other circulars or notifications issued by the SEBI in this regard (together the “SEBI Refund Circulars”) and also the mechanism put in place in the Cash Escrow and Sponsor Bank Agreement for compliance with the SEBI Refund Circulars. In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism) exceeding four Working Days from the Bid/Offer Closing Date, the Bidder shall be compensated in accordance with the SEBI Refund Circulars, to the extent applicable. The BRLMs shall, in their sole discretion, identify and fix the liability on such intermediary or entity (the “Relevant Intermediary”) responsible for such delay in unblocking. It is hereby clarified that the members of the Syndicate shall not be liable in any manner whatsoever for any failure or delay on the part of such Relevant Intermediary (as determined by the BRLMs, in their sole discretion) to discharge its obligation to compensate the investor for the delay in unblocking of amount, as stated above. It is hereby clarified that in case any compensation has been paid by the members of the Syndicate in such a situation, the Company shall reimburse the members of the Syndicate in the manner agreed in the Offer Agreement.

Appears in 1 contract

Samples: Syndicate Agreement

Fees and Commissions. 7.1 The Company and each of the Selling Shareholders agree that it shall pay the fees, commissions, expenses and other charges to the members of the Syndicate in accordance with the terms of this Agreement, the Engagement Letter, the Offer Agreement, the Cash Escrow and Sponsor Bank Agreement and as may be agreed in the Underwriting Agreement (if and when executed), as applicable. 7.2 The members of the Syndicate shall send the list of all Sub-Syndicate Members to the Registrar for identification. The Registrar shall calculate selling commission based on valid ASBA Forms received from the members of the Syndicate and Sub-Syndicate Members. 7.3 The Company and the Selling Shareholders shall not be responsible for the payment of the fees and commissions to the Sub-Syndicate Members of the members of the Syndicate. The 7.4 The commission payable to the members of the Syndicate/SCSBsSyndicate shall be responsible for the payment of fees and commission to their respective Sub-Syndicate Members. For the avoidance of doubt, and processing fees no Sub-Syndicate member or any Affiliate of any member of the Syndicate shall have any claim against the Company or the Selling Shareholders in relation to the ASBA payment of fees or commission in relation to the Offer. 7.4 The Company and the Selling Shareholders shall pay selling commission to the Syndicate Member, SCSBs (for Bid cum Application Forms from Syndicate ASBA Bidders (other than UPI Bidders) directly procured by the members of the Syndicate at the Specified Locations them from Retail Individual Bidders and submitted to the relevant branches of the SCSBs for processing shall be paid in the manner Non- Institutional Bidders), RTAs, Collecting Depository Participants and Registered Brokers, as set forth in Annexure A. No commission or additional processing/uploading charges The manner of disbursement of the aforesaid fees, commissions and expenses shall be payable in accordance with the terms of the Cash Escrow and Sponsor Bank Agreement. Payments to such intermediaries shall be made by the Company only if there are no pending complaints pertaining to block/unblock of UPI Bids, receipt of confirmation of completion of unblocking, applicable compensation relating to investor complaints having been paid by the SCSB to the investors and that all accounts in ASBA have been unblocked in accordance with the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, SEBI circular no. SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31, 2021 and SEBI Circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022. The SCSBs, the Sponsor Banks and the Selling Shareholders Registrar to the SCSBs on Offer shall provide the applications directly procured by them. The commission payable relevant confirmations to the SCSBs/NPCI and processing fees BRLM in relation to accordance with the UPI Mechanism from UPI Bidders and submitted to the Stock Exchanges for processing shall be paid in the manner set forth in Annexure A.Circulars. 7.5 The Company itself and also on behalf of Selling Shareholders shall be responsible for disbursing the aggregate amount of fees, commissions, expenses and other charges payable to the Registered Brokers, RTAs, CDPs, Sponsor Banks for Bids accepted and uploaded by them Brokers in relation to the Offer to the Stock Exchanges and to CDPs, RTAs, Sponsor Banks in accordance with the Cash Escrow and Sponsor Bank Agreement (the relevant provisions for payment in respect of Retail Individual Investors RIBs and Non-Institutional Investors Bidders are set forth in Annexure A). The Parties acknowledge that the aggregate amount of commission payable to the Registered Brokers by the Company in relation to the Offer shall be calculated by the Registrar. 7.6 The Parties acknowledge that, other than (i) the listing fees which shall be solely borne by the Company; and (ii) fees for counsel to the Selling Shareholders, if any, which shall be solely borne by the respective Selling Shareholders, all costs, fees and expenses with respect to the Offer shall be shared by the Company and the Promoter Selling Shareholders, on a pro rata basis, in proportion to the number of Equity Shares issued and sold by each of the Promoter Selling Shareholders through the Offer for Sale. All the expenses relating to the Offer shall be initially paid by the Company in the first instance and that each of reimbursed by the Selling Shareholders shall reimburse to the Company for extent of their respective proportion of the expenses upon commencement of listing and trading of the Equity Offered Shares on the Stock Exchanges in accordance with Applicable Lawthe Offer Agreement. The Company shall be responsible for disbursing the aggregate amount of fees, commissions, expenses and other charges payable to the RTAs, the CDPs and the Sponsor Banks in relation to Bids accepted and uploaded by them in accordance with the Cash Escrow and Sponsor Bank Agreement (the relevant provisions for payment in respect of RIBs and Non-Institutional Bidders are set forth in Annexure A). The final payment of commission to the RTAs, CDPs and Sponsor Banks shall be determined on the basis of (i) applications which have been considered eligible for the purpose of Allotment and (ii) the terminal from which the Bid has been uploaded (to determine the particular RTA, CDP or Sponsor Banks to whom the commission is payable). 7.7 The Parties note the contents of SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 read with the SEBI circular no. SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31, 2021, SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, and SEBI circular (SEBI/HO/CFD/DIL2/P/CIR/2022/75) dated May 30, 2022 and any other circulars or notifications issued by the SEBI in this regard (together the “SEBI Unblocking Circulars”) and also the mechanism put in place in the Cash Escrow and Sponsor Bank Agreement for compliance with the SEBI Unblocking Circulars. In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism) exceeding four Working Days from the Bid/Offer Closing Date, the Bidder shall be compensated in accordance with the SEBI Unblocking Circulars, to the extent applicable. The BRLM shall, in its sole discretion, identify and fix the liability on such intermediary or entity (the “Relevant Intermediary”) responsible for such delay in unblocking. It is hereby clarified that the members of the Syndicate shall not be liable in any manner whatsoever for any failure or delay on the part of such Relevant Intermediary (as determined by the BRLM, in its sole discretion) to discharge its obligation to compensate the investor for the delay in unblocking of amount, as stated above. 7.8 In case any compensation has been paid by the members of the Syndicate in such a situation, the Company shall promptly pay the members of the Syndicate within five (5) Working Days of receiving an intimation from them, for any liabilities incurred by the members of the Syndicate for delay or failure in unblocking of ASBA funds by SCSBs or non-performance of roles by the Registrar to the Offer and/or the SCSBs as set out in the SEBI circulars dated March 16, 2021, March 31, 2021, June 2, 2021 and April 20, 2022. Each member of the Syndicate, upon incurring any liabilities in terms of the SEBI circulars dated March 16, 2021, March 31, 2021, June 2, 2021 and April 20, 2022 will promptly intimate the Company. The Selling Shareholders shall reimburse all such amounts to the Company to the extent of their respective Offered Shares in accordance with the Offer Agreement. 7.9 If withholding tax is applicable on payment of any fees to the Members of the Syndicate, the Company and the Selling Shareholders shall deduct such withholding tax from the respective fees payment and shall provide such Member of the Syndicate and / or any other intermediary, as the case may be, with an original or authenticated copy of the tax receipt. 7.10 In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism) exceeding the timelines as provided under Applicable Law, the Bidder shall be compensated by the intermediary responsible for causing such delay in unblocking, in accordance with the applicable UPI Circulars. It is hereby clarified that in case any compensation has been paid by the members of the Syndicate in such a situation, the Company agrees that it shall pay, compensate or reimburse, as the case may be, the members of the Syndicate within 2 (two) days of (i) receipt of proof of payment of compensation (including applicable taxes and statutory charges, interest or penalty, if any) by the members of the Syndicate, or (ii) the amount of compensation payable (including applicable taxes and statutory charges, if any), being communicated to the Company in writing by the relevant member of the Syndicate, whichever is earlier, for any amounts paid by them for delay or failure in unblocking of ASBA funds by SCSBs which results in a reimbursement or payment, in accordance the applicable circulars issued by SEBI, including the UPI Circulars and/or other Applicable Law.

Appears in 1 contract

Samples: Syndicate Agreement

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