Common use of Fees and Commissions Clause in Contracts

Fees and Commissions. 7.1 The Company agree that the Company shall pay the fees, commissions and expenses to the members of the Syndicate as specified in terms of the Engagement Letter, the Issue Agreement and this Agreement. All outstanding amounts payable to the BRLMs in accordance with the terms of the Engagement Letter and the legal counsel, shall be payable directly from the Public Issue Account after transfer of funds from the Escrow Accounts to the Public Issue Account and immediately on the receipt of listing and trading approvals from Stock Exchanges. 7.2 The Company shall ensure that all fees and expenses relating to the Issue, including to the BRLMs (their fees), underwriting commissions, procurement commissions, if any, and brokerage due to the underwriters and sub-brokers or stock brokers, fees payable to the Sponsor Banks and the Self Certified Syndicate Banks, other intermediaries syndicate members, legal advisors and any other agreed fees and commissions payable in relation to the Issue shall be paid within the time prescribed under the agreements entered into with such persons and as set forth in the Engagement Letter, in accordance with Applicable Law. All costs, charges, fees and expenses that are associated with and incurred in connection with the Issue including, inter-alia, listing fees, filing fees, book building fees and other charges, fees and expenses of SEBI, the Stock Exchanges and any other Governmental Authority, advertising, printing, road show expenses, accommodation and travel expenses, fees and expenses of the legal counsel to the Issue, registrar fees and broker fees (including fees for procuring of applications), bank charges, fees and expenses of the BRLMs, syndicate members, SCSBs, other Designated Intermediaries and other consultants and advisors shall be borne by the Company. 7.3 The procurement and selling commissions and brokerages payable to the members of the Syndicate (including Sub-Syndicate Members), SCSBs, Registered Brokers, the CDPs and CRTAs 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 Members), Registered Brokers, CDPs and CRTAs 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 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. The commission payable to the SCSBs/NPCI/Sponsor Banks and processing fees in relation to the UPI Mechanism from RIBs 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. 7.4 In addition to the selling commission and processing fees payable in accordance with Clause 7.2 above, applicable GST will be separately invoiced by the respective intermediaries and paid by the Company. Such selling commission and processing fees shall be payable within 15 (fifteen) Working Days post the date of the receipt of the final invoice from the respective intermediaries by the Company. 7.5 The Company shall be responsible for the payment of the fees and commissions to the Sub-Syndicate Members of the members of the Syndicate. 7.6 The members of the 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. 7.7 The Company shall be responsible for disbursing the aggregate amount of fees, commissions, expenses and other charges payable to the Registered Brokers in relation to the Issue to the Stock 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 and Non-Institutional 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 Issue shall be calculated by the Registrar to the Issue. The final payment of commission to the RTAs and CDPs 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 or CDP to whom the commission is payable). 7.8 The Parties acknowledge that the aggregate amount of commission payable to the Registered Brokers in relation to the Issue shall be calculated by the Registrar. 7.9 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 a ‘Tax Deduction Certificate’ as prescribed under the Income Tax Act, 1961.

Appears in 1 contract

Samples: Syndicate Agreement

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Fees and Commissions. 7.1 The Company agree that Other than (a) listing fees, audit fees (not in relation to the Offer), and expenses for any product or corporate advertisements consistent with past practice of the Company shall pay (other than the fees, commissions and expenses to the members of the Syndicate as specified in terms of the Engagement Letter, the Issue Agreement and this Agreement. All outstanding amounts payable to the BRLMs in accordance with the terms of the Engagement Letter and the legal counsel, shall be payable directly from the Public Issue Account after transfer of funds from the Escrow Accounts to the Public Issue Account and immediately on the receipt of listing and trading approvals from Stock Exchanges. 7.2 The Company shall ensure that all fees and expenses relating to the Issue, including to the BRLMs (their feesOffer), underwriting commissions, procurement commissions, if any, which will be borne by the Company; and brokerage due to the underwriters and sub-brokers or stock brokers, fees payable to the Sponsor Banks and the Self Certified Syndicate Banks, other intermediaries syndicate members, legal advisors and any other agreed (b) fees and commissions payable expenses in relation to the Issue legal counsel to the Selling Shareholders which shall be paid within borne by the time prescribed under the agreements entered into with such persons and as set forth in the Engagement Letterrespective Selling Shareholders, in accordance with Applicable Law. All all costs, charges, fees and expenses that are associated with and incurred in connection with respect to the Issue includingOffer, inter-alia, listing fees, filing fees, book building fees and other charges, fees and expenses of SEBI, the Stock Exchanges and any other Governmental Authority, including but not limited to offer advertising, printing, research expenses, road show expenses, accommodation and travel expenses, stamp duty, transfer, issuance, documentary, registration, costs for execution and enforcement of this Agreement, and other Offer related agreements, Registrar’s fees, fees to be paid to the Book Running Lead Managers, fees and expenses of the legal counsel counsels to the Issue, registrar fees Company and broker fees (including fees for procuring of applications), bank chargesthe Book Running Lead Managers, fees and expenses of the BRLMsauditors, syndicate membersfees to be paid to Sponsor Banks, SCSBsSCSBs (processing fees and selling commission), other Designated Intermediaries brokerage and other consultants commission for Syndicate Members, commission to Registered Brokers, Collecting DPs and advisors Collecting RTAs, and payments to consultants, and advisors, regulatory fees, fees to intermediaries and third parties, shall be shared among the Company and the Selling Shareholders on a pro rata basis, in proportion to its respective portion of the Equity Shares sold in the Offer in accordance with Applicable Law. All such payments shall be made by the Company on behalf of the Selling Shareholders (in accordance with the appointment or engagement letter or memoranda of understanding or agreements with such entities), and solely upon the successful completion of the Offer, each of the Selling Shareholders agree that it shall reimburse the Company, on a pro rata basis, in proportion to its respective portion of the Offered Shares, for any expenses incurred by the Company on behalf of such Selling Shareholder. It is further clarified that all payments shall be made first by the Company and consequently each of the Selling Shareholders severally and not jointly shall reimburse the Company for its respective proportion of Offer related expenses upon the successful completion of the Offer. Further, in the event that the Offer is postponed, withdrawn or abandoned for any reason or in the event that the Offer is not successfully completed, all expenses in relation to the Offer including the fees of the members of the Syndicate and legal counsels and their respective reimbursement for expenses which may have accrued up to the date of such postponement, withdrawal, abandonment or failure as set out in their respective engagement letters, shall be borne by the Company. 7.3 7.2 The procurement and selling commissions and brokerages payable to the members of the Syndicate (including Sub-Syndicate Members), SCSBs, Registered Brokers, the CDPs and CRTAs 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 Members), Registered Brokers, CDPs and CRTAs 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 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. The commission payable to the SCSBs/NPCI/Sponsor Banks SCSBs/ National Payments Corporation of India and processing fees in relation to the UPI Mechanism mechanism from RIBs Retail Individual Investors 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. 7.4 7.3 In addition to the selling commission and processing fees payable in accordance with Clause 7.2 above, applicable GST will be separately invoiced by the respective intermediaries and paid by the CompanySelling Shareholders and the Company in accordance with Clause 7.1 above. Such selling commission and processing fees shall be payable within 15 (fifteen) Working Days post the date of the receipt of the final invoice from the respective intermediaries by the CompanySelling Shareholders and the Company in accordance with Clause 7.1 above. 7.5 7.4 The Company and the Selling Shareholders shall be responsible for the payment of the fees and commissions to the Sub-Syndicate Members of the members of the SyndicateSyndicate in accordance with Clause 7.1 above. Neither the Company nor any of the Selling Shareholders shall 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. 7.5 The BRLMs shall ensure that 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 16 March 2021 Circular, 31 March 2021 Circular and June 2021 Circular and any other circulars or notifications issued by SEBI in this regard. 7.6 The members of the 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. 7.7 The Company shall be responsible for disbursing the aggregate amount of fees, commissions, expenses and other charges payable to the Registered Brokers in relation to the Issue to the Stock 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 and Non-Institutional 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 Issue shall be calculated by the Registrar to the Issue. The final payment of commission to the RTAs and CDPs Registered Brokers shall be determined 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 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 or CDP to whom the commission is payable). 7.8 Selling Shareholders. The Parties acknowledge that the aggregate amount of commission payable to the Registered Brokers in relation to the Issue Offer shall be calculated by the Registrar. 7.9 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 a ‘Tax Deduction Certificate’ as prescribed under an original or authenticated copy of the Income Tax Acttax receipt. 7.9 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 16 March 2021 Circular and the June 2021 Circular, 1961the Company 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) receipt of proof of payment of compensation (including applicable taxes and statutory charges, 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.

Appears in 1 contract

Samples: Syndicate Agreement

Fees and Commissions. 7.1 The Company agree that the Company shall pay to the Members of the Syndicate fees, commissions and expenses to the members of the Syndicate as specified in terms of the Engagement Letter, the Issue Agreement and this Agreement. All outstanding amounts payable to the BRLMs in accordance with the terms of this Agreement. Additionally, the Engagement Letter and selling commission payable by the legal counsel, shall be payable directly from the Public Issue Account after transfer of funds from the Escrow Accounts Company to the Public Issue Account and immediately on the receipt of listing and trading approvals from Stock Exchanges. 7.2 The Company shall ensure that all fees and expenses relating to the Issue, including to the BRLMs (their fees), underwriting commissions, procurement commissions, if any, and brokerage due to the underwriters and sub-brokers or stock brokers, fees payable to the Sponsor Banks and the Self Certified Syndicate Banks, other intermediaries syndicate members, legal advisors and any other agreed fees and commissions payable in relation to the Issue shall be paid within the time prescribed under the agreements entered into with such persons and as set forth in the Engagement Letter, in accordance with Applicable Law. All costs, charges, fees and expenses that are associated with and incurred in connection with the Issue including, inter-alia, listing fees, filing fees, book building fees and other charges, fees and expenses of SEBI, the Stock Exchanges and any other Governmental Authority, advertising, printing, road show expenses, accommodation and travel expenses, fees and expenses of the legal counsel to the Issue, registrar fees and broker fees (including fees for procuring of applications), bank charges, fees and expenses of the BRLMs, syndicate members, SCSBs, other Designated Intermediaries and other consultants and advisors shall be borne by the Company. 7.3 The procurement and selling commissions and brokerages payable to the members Members of the Syndicate (including Subsub-Syndicate Memberssyndicate members), SCSBs, Registered Brokers, the CDPs and CRTAs and/or RTAs shall be as set forth in Annexure A B (Brokerage Structure) hereto. 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 In relation to Bid cum Application the ASBA Forms procured by the members Members of the Syndicate (including Sub-Syndicate Memberssub- syndicate members), Registered Brokers, CDPs and CRTAs 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 manner of disbursement of the aforesaid fees, commissions and expenses shall be B (ASBA Processing Fees) in accordance with the terms of the Cash Escrow and Sponsor Bank Agreement and the Underwriting Agreement. The commission payable to the SCSBs/NPCI/Sponsor Banks and processing fees Further, in relation to the UPI Mechanism from RIBs 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 case of Bids procured directly by the SCSBs, from the Retail Individual Bidders and Non-Institutional Bidders, the relevant SCSBs shall be entitled to the applicable selling commission as set forth in Annexure B, on 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. 7.4 In addition to the selling commission and the ASBA Processing Fees / UPI processing fees payable to the SCSBs in accordance with Clause 7.2 Clauses 7.1 and 7.3 above, applicable GST taxes will be separately invoiced by the respective intermediaries and paid by the Company. Such selling commission and the ASBA Processing Fees / UPI processing fees shall be payable within 15 (fifteen) Working Days post the date of the receipt of the final invoice from of the respective intermediaries by the Company. 7.5 The Company shall not be responsible for the payment of the fees and commissions to the Subsub-Syndicate syndicate members. The Members of the members of the Syndicate. 7.6 The members of the 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. 7.7 The Company shall be responsible for disbursing the aggregate amount payment of fees, commissions, expenses fees and other charges payable commission to the Registered Brokers in relation to the Issue to the Stock 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 and Nontheir respective sub-Institutional 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 Issue shall be calculated by the Registrar to the Issue. syndicate members. 7.6 The final payment of commission to the RTAs RTAs, CDPs and CDPs 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, CDP or CDP Sponsor Banks to whom the commission is payable). 7.8 7.7 The Company shall be liable to pay the aggregate amount of fees, commissions, expenses and other charges payable to the Registered Brokers in relation to the Issue to the Stock Exchanges (the relevant provisions for payment in respect of Retail Individual Bidders and Non-Institutional Bidders are set forth in Annexure B). 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 Issue shall be calculated by the RegistrarRegistrar to the Issue. 7.8 The Company shall be liable to pay the 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 payment in respect of Retail Individual Bidders and Non-Institutional Bidders are set forth in Annexure B). The final payment of commission to the RTAs and CDPs 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 or CDP to whom the commission is payable). 7.9 If withholding tax is applicable on payment In case of any fees to delay in unblocking of amounts in the members 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 including in accordance with SEBI’s Master Circular bearing reference number SEBI/HO/CFD/PoD-2/P/CIR/2023/00094 dated 21 June 2023. It is hereby clarified that if any compensation has been paid by the Members of the SyndicateSyndicate in such a situation, the Company shall deduct such withholding tax reimburse the relevant Member of the Syndicate. within 5 working days of receipt of intimation from the respective fees payment and shall provide such member relevant Member of the Syndicate with a ‘Tax Deduction Certificate’ as prescribed under the Income Tax Act, 1961Syndicate.

Appears in 1 contract

Samples: Syndicate Agreement

Fees and Commissions. 7.1 The Company agree that and the Company Selling Shareholders shall pay the fees, commissions and expenses to the members of the Syndicate as specified in terms of the Engagement Letter, the Issue Agreement and this Agreement. All outstanding amounts payable to the BRLMs in accordance with the terms of the Engagement Letter and the legal counsel, shall be payable directly from the Public Issue Account after transfer of funds from the Escrow Accounts to the Public Issue Account and immediately on the receipt of listing and trading approvals from Stock Exchanges. 7.2 The Company shall ensure that all fees and expenses relating to of the Issue, including to the BRLMs (their fees), underwriting commissions, procurement commissions, if any, and brokerage due to the underwriters and sub-brokers or stock brokers, fees payable to the Sponsor Banks and the Self Certified Syndicate Banks, other intermediaries syndicate members, legal advisors and any other agreed fees and commissions payable in relation to the Issue shall be paid within the time prescribed under the agreements entered into with such persons and Book Running Lead Managers as set forth specified in the Engagement Letter, in accordance with Applicable Law. All costs, charges, fees and expenses that are associated with directly related to, and incurred in connection with the Issue includingOffer, inter-aliaother than listing fees (which will be solely borne by the Company) and fees for counsel to each of the Selling Shareholders (which shall be solely borne by the respective Selling Shareholder), listing fees, but including filing fees, book building fees and other charges, fees and expenses of SEBI, advertising (except any advertisements constituting corporate communication not related to the Stock Exchanges and any other Governmental Authority, advertisingOffer which shall be solely borne by the Company), printing, road show expenses, accommodation and travel expenses, costs for legal counsel to the Company and the legal counsel to the BRLMs as to Indian law and the international legal counsel to the BRLMs, fees and expenses of the legal counsel statutory auditors (to the Issueextent not attributable to the Offer which shall be solely borne by the Company), registrar fees and broker fees (including fees for procuring of applications), bank charges, fees and expenses of to be paid to the BRLMs, syndicate members, SCSBsself- certified syndicate banks, or any Designated Intermediaries, fees payable to SEBI or stock exchanges or depositories, the Registrar of Companies or any other Designated Intermediaries governmental authority, etc., and other payments to consultants and advisors or third party in connection with the Offer, shall be borne by each of the Selling Shareholders participating in the Offer in proportion to the Equity Shares offered by each of them as part of the Offer in accordance with the Applicable Law, including Section 28(3) of the Companies Act, 2013. The Selling Shareholders agree that it shall reimburse the Company, by deduction of amounts lying to the credit of the Public Offer Escrow Account in the manner set out in the Escrow and Sponsor Bank Agreement, for all expenses undertaken by the Company on their behalf in relation to the Offer in proportion to the Equity Shares offered by each of them as part of the Offer. 7.3 7.2 The procurement Company and selling commissions the Selling Shareholders agree that all the fees, commissions, expenses and brokerages payable other charges to the members of the Syndicate (including Sub-Syndicate Members), SCSBs, Registered Brokers, the CDPs and CRTAs shall will 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 Members), Registered Brokers, CDPs and CRTAs 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 manner of disbursement of the aforesaid fees, commissions and expenses shall be paid 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. The commission payable to the SCSBs/NPCI/Sponsor Banks Agreement (if and processing fees in relation to the UPI Mechanism from RIBs 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 SCSBswhen executed), as applicable. 7.4 In addition to the selling commission and processing fees payable in accordance with Clause 7.2 above, applicable GST will be separately invoiced by the respective intermediaries and paid by the Company. Such selling commission and processing fees shall be payable within 15 (fifteen) Working Days post the date of the receipt of the final invoice from the respective intermediaries by the Company. 7.5 The Company shall be responsible for the payment of the fees and commissions to the Sub-Syndicate Members of the members of the Syndicate. 7.6 7.3 The members of the 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. 7.7 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 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. 7.5 The Company 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. 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 Xxxxx 00, 0000, XXXX 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 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 shall be responsible for disbursing the aggregate amount of fees, commissions, expenses and other charges payable to the Registered Brokers in relation to the Issue Offer to the Stock Exchanges, and to CDPs, RTAs 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 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 Issue Offer shall be calculated by the Registrar to the IssueOffer. The final payment of commission to the RTAs and CDPs Sponsor 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 or CDP Sponsor Bank to whom the commission is payable). 7.8 The Parties acknowledge that the aggregate amount of commission payable to the Registered Brokers in relation to the Issue shall be calculated by the Registrar. 7.9 7.7 If withholding tax is applicable on payment of any fees to the members of the Syndicate, the Company shall 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 Company agrees that in the event of any compensation required to be paid and or any other amounts payable or 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 16 March 2021 (“March 16 Circular”) and the SEBI circular SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated 2 June 2021 (“June 2 Circular”), the Company shall reimburse the relevant Book Running Lead Managers for such compensation including fine and/or any penalty (including applicable taxes and statutory charges, if any) within seven (7) days of (i) receipt of proof of payment of compensation (including applicable taxes and statutory charges, if any) by the Book Running Lead Managers, or (ii) the amount of compensation payable (including applicable taxes and statutory charges, if any) being communicated to the Company in writing by the Book Running Lead Managers. 7.9 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 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/CIR/P/2022/51 dated April 20, 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 respective fees payment 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 provide 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 member of the Syndicate with a ‘Tax Deduction Certificate’ as prescribed under in the Income Tax Act, 1961manner agreed in the Agreement.

Appears in 1 contract

Samples: Syndicate Agreement

Fees and Commissions. 7.1 The Company agree that the Company and Selling Shareholders shall pay the members of the Syndicate, fees, commissions and expenses to the members of the Syndicate as specified in terms of the Engagement Letter, the Issue Agreement and this Agreement. All outstanding amounts payable to the BRLMs in accordance with the terms of the Engagement Letter Fee Letter, the Offer Agreement, the Cash Escrow and Sponsor Bank Agreement and the legal counselUnderwriting Agreement, shall be payable directly from the Public Issue Account after transfer of funds from the Escrow Accounts to the Public Issue Account and immediately on the receipt of listing and trading approvals from Stock Exchangesif executed. 7.2 The Company shall ensure that all fees and expenses relating to the Issue, including to the BRLMs (their fees), underwriting commissions, procurement commissions, if any, and brokerage due to the underwriters and sub-brokers or stock brokers, fees payable to the Sponsor Banks and the Self Certified Syndicate Banks, other intermediaries syndicate members, legal advisors and any other agreed fees and commissions payable in relation to the Issue shall be paid within the time prescribed under the agreements entered into with such persons and as set forth in the Engagement Letter, in accordance with Applicable Law. All costs, charges, fees and expenses that are associated with and incurred in connection with the Issue including, inter-alia, listing fees, filing fees, book building fees and other charges, fees and expenses of SEBI, the Stock Exchanges and any other Governmental Authority, advertising, printing, road show expenses, accommodation and travel expenses, fees and expenses of the legal counsel to the Issue, registrar fees and broker fees (including fees for procuring of applications), bank charges, fees and expenses of the BRLMs, syndicate members, SCSBs, other Designated Intermediaries and other consultants and advisors shall be borne by the Company. 7.3 The procurement and selling commissions and brokerages payable to the members Members of the Syndicate (including Sub-Syndicate Members), SCSBs, Registered Brokers, the CDPs and CRTAs RTAs shall be as set forth in Annexure A B hereto. In relation to Bid cum Application Forms procured by the members Members of the Syndicate (including Sub-Syndicate Members), Registered Brokers, CDPs and CRTAs 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. B. 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. The aggregate amount of commission payable to the SCSBs/NPCI/SCSBs/ Sponsor Banks and processing fees in relation to the UPI Mechanism from RIBs UPI Bidders in relation the Offer as calculated by the Registrar and submitted to the Stock Exchanges for processing shall be paid in the manner set forth in Annexure A. 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. 7.4 7.3 In addition to the selling commission and processing fees payable in accordance with Clause 7.2 above, applicable GST will be separately invoiced by the respective intermediaries and paid by the Company. Such selling commission and processing fees shall be payable within 15 (fifteen) Working Days post the date Company on behalf of the receipt Selling Shareholders in accordance with Clause 7.1 above. 7.4 Neither the Company nor any of the final invoice from the respective intermediaries by the Company. 7.5 The Company Selling Shareholders shall be responsible for the payment of the fees and commissions to the Sub-Syndicate Members. The Members of the members Syndicate shall be responsible for the payment of fees and commission to their respective Sub-Syndicate Members. 7.5 The BRLMs shall ensure that the Syndicatepayment 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/DIL1/CIR/P/2021/47 dated March 31, 2021, and 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 SEBI in this regard. 7.6 The members of the 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 Members of the Syndicate and Sub-Syndicate Members. 7.7 The Company shall be responsible for disbursing the aggregate amount of fees, commissions, expenses and other charges payable to the Registered Brokers in relation to the Issue to the Stock 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 and Non-Institutional 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 Issue shall be calculated by the Registrar to the Issue. The final payment of commission to the RTAs and CDPs Registered Brokers shall be determined made by the Stock Exchanges in accordance with the SEBI Process Circular upon receipt of the aggregate commission from the Company on behalf of the basis Selling Shareholders (in proportion to the Equity Shares contributed by each of (i) applications which have been considered eligible for them in the purpose of Allotment and (ii) the terminal from which the Bid has been uploaded (to determine the particular RTA or CDP to whom the commission is payableOffer). 7.8 . The Parties acknowledge that the aggregate amount of commission payable to the Registered Brokers in relation to the Issue Offer shall be calculated by the Registrar. 7.9 7.8 If withholding tax is applicable on payment of any fees to the members Members of the Syndicate, the Company shall deduct such withholding tax from the respective fees payment and shall provide such member Member of the Syndicate with a ‘Tax Deduction Certificate’ an original or authenticated copy of the tax receipt. 7.9 The Company agrees and acknowledges to pay the respective Member of the Syndicate, immediately but not later than two Working Days of receiving an intimation from the said Members of the Syndicate, for any liability or expenses 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 and on account of delay in grievance redressal, as prescribed set out under the Income Tax ActSEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021./2480/1/M dated March 16, 19612021, 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 and SEBI master circular no. SEBI/HO/CFD/PoD-2/P/CIR/2023/00094 dated June 21, 2023 read along with the provisions of Applicable Laws.

Appears in 1 contract

Samples: Syndicate Agreement

Fees and Commissions. 7.1 The Company agree that and the Company Selling Shareholders, severally and not jointly, shall pay the fees, commissions commission and expenses to the members of the Syndicate as specified and, in terms of the Engagement manner, set forth in the Fee Letter, the Issue Offer Agreement and this Agreement. All outstanding amounts payable to the BRLMs in accordance with the terms of the Engagement Letter and the legal counselThe fees, shall be payable directly from the Public Issue Account after transfer of funds from the Escrow Accounts to the Public Issue Account and immediately on the receipt of listing and trading approvals from Stock Exchanges. 7.2 The Company shall ensure that all fees commission and expenses relating to the Issue, including to Offer shall be in the BRLMs (their fees), underwriting commissions, procurement commissions, if any, manner and brokerage due to as agreed between the underwriters and sub-brokers or stock brokers, fees payable to the Sponsor Banks Company and the Self Certified Syndicate Banks, other intermediaries syndicate members, legal advisors Selling Shareholders in writing and any other agreed fees included in Clause 16 of the Offer Agreement and commissions payable in relation to the Issue shall be paid within the time prescribed under the agreements entered into with such persons and as set forth in the Engagement Letter, in accordance with Applicable Law. All costs, charges, fees and expenses that are associated with and incurred in connection with the Issue including, inter-alia, listing fees, filing fees, book building fees and other charges, fees and expenses of SEBI, the Stock Exchanges and any other Governmental Authority, advertising, printing, road show expenses, accommodation and travel expenses, fees and expenses of the legal counsel to the Issue, registrar fees and broker fees (including fees for procuring of applications), bank charges, fees and expenses of the BRLMs, syndicate members, SCSBs, other Designated Intermediaries and other consultants and advisors shall be borne by the Company. 7.3 7.2 The procurement and selling commissions and brokerages payable to the members of the Syndicate (including Sub-Syndicate MembersMember), SCSBs, Registered Brokers, the CDPs and CRTAs RTAs shall be as set forth in Annexure A D hereto. In relation to Bid cum Application Forms procured by the members of the Syndicate (including Sub-Syndicate MembersMember), Registered Brokers, CDPs and CRTAs 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 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. D. The commission payable to the SCSBs/NPCINational Payments Corporation of India/Sponsor Banks and processing fees in relation to the UPI Mechanism mechanism from RIBs UPI Bidders and submitted to the Stock Exchanges for processing shall be paid in the manner set forth in Annexure A. No D, 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. 7.4 In addition to the . The Company shall ensure that all selling commission and processing fees are paid within the period prescribed under Applicable Law. All amounts payable to the BRLMs in accordance with Clause 7.2 above, applicable GST will be separately invoiced by the respective intermediaries and paid by terms of the Company. Such selling commission and processing fees Fee Letter shall be payable within 15 (fifteen) Working Days post paid in accordance with the date terms of the receipt of Fee Letter and in the final invoice from manner to be set out in the respective intermediaries by the CompanyCash Escrow and Sponsor Bank Agreement. 7.5 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 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 D. 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. 7.6 . 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 Shareholders in relation to the payment of fees or commission in relation to the 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 the members of the Syndicate and Sub-Syndicate Members. 7.7 7.6 The Company shall be responsible for disbursing the aggregate amount final payment of fees, commissions, expenses and other charges payable commission to the Registered Brokers in relation to the Issue to shall be made by the Stock Exchanges, and to CDPs, RTAs in accordance with Exchanges upon receipt of the Cash Escrow and Sponsor Bank Agreement (aggregate commission from the relevant provisions for payment in respect of Retail Individual Investors and Non-Institutional Bidders 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 Issue Offer shall be calculated by the Registrar to the IssueRegistrar. The final payment of commission to the RTAs and CDPs 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 or CDP to whom the commission is payable). 7.8 The Parties acknowledge that the aggregate amount of commission payable to the Registered Brokers in relation to the Issue shall be calculated by the Registrar. 7.9 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 ‘Tax Deduction Certificate’ situation, the Company agrees that it shall pay, compensate or reimburse, as prescribed under the Income Tax Actcase may be, 1961the 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

Fees and Commissions. 7.1 The Company agree that the Company shall pay the fees, commissions commission and expenses to the members Members of the Syndicate as specified in terms of the Engagement Letter, the Issue Agreement and this Agreement. All outstanding amounts payable to the BRLMs shall be paid in accordance with the terms of the Engagement Letter Fee Letter, the Offer Agreement, the Cash Escrow and Sponsor Bank Agreement and the legal counselUnderwriting Agreement (if and when executed) and this Agreement. Notwithstanding anything contained in Clause 7, the fees and expenses payable to the BRLMs shall be payable directly from the Public Issue Account after transfer of funds from the Escrow Accounts to the Public Issue Account and immediately on the receipt of listing and trading approvals from Stock Exchangespaid in accordance with Fee Letter. 7.2 The Company shall ensure that all fees and expenses relating to the Issue, including to the BRLMs (their fees), underwriting commissions, procurement commissions, if any, and brokerage due to the underwriters and sub-brokers or stock brokers, fees payable to the Sponsor Banks and the Self Certified Syndicate Banks, other intermediaries syndicate members, legal advisors and any other agreed fees and commissions payable in relation to the Issue shall be paid within the time prescribed under the agreements entered into with such persons and as set forth in the Engagement Letter, in accordance with Applicable Law. All costs, charges, fees and expenses that are associated with directly related to, and incurred in connection with the Issue includingOffer, inter-alia, other than listing fees, filing fees, book building fees and other charges, fees and expenses of SEBI, the Stock Exchanges and any other Governmental Authority, but including advertising, printing, road show expenses, accommodation and travel expenses, fees and expenses of the costs for legal counsel to the Issuecounsel, registrar fees and broker fees (including fees for procuring of applications), bank charges, fees to be paid to the BRLMs or any Intermediaries, fees payable to SEBI or stock exchanges or depositories etc., and expenses of the BRLMs, syndicate members, SCSBs, other Designated Intermediaries and other payments to consultants and advisors advisors, shall be borne by the Company and the Promoter Selling Shareholder on a pro rata basis in proportion to the Equity Shares offered by each of them as part of the Offer. The Promoter Selling Shareholder agrees that he shall reimburse the Company, by deduction of amounts lying to the credit of the Public Offer Account in the manner set out in the Cash Escrow and Sponsor Bank Agreement, for all expenses undertaken by the Company on his behalf in relation to the Offer in proportion to the Equity Shares offered by them as part of the Offer. Provided that in case of contradiction between the Fee Letter and this Agreement in relation to this Clause 7, the terms of the Fee Letter should prevail. 7.3 The procurement and selling commissions and brokerages payable to the members Members of the Syndicate (including Sub-Syndicate Members), SCSBs, Registered Brokers, the CDPs and CRTAs RTAs shall be as set forth in Annexure A hereto. In relation to Bid cum Application Forms procured by the members Members of the Syndicate (including Sub-Syndicate Members), Registered Brokers, CDPs and CRTAs 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 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. The commission payable to the SCSBs/NPCI/Sponsor Banks SCSBs/ National Payments Corporation of India and processing fees in relation to the UPI Mechanism mechanism from RIBs 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. 7.4 In addition to the selling commission and processing fees payable in accordance with Clause 7.2 7.3 above, applicable GST will be separately invoiced by the respective intermediaries and paid by the CompanyCompany in accordance with Clause 7.2 above. Such selling commission and processing fees shall be payable within 15 (fifteen) Working Days post the date of the receipt of the final invoice from the respective intermediaries by the CompanyCompany in accordance with Clause 7.2 above. 7.5 The Company and the Promoter Selling Shareholder shall be responsible for the payment of the fees and commissions to the Members of the Syndicate in accordance with Clause 7.2 above. Neither the Company nor the Promoter Selling Shareholder shall be responsible for the payment of the fees and commissions to the Sub-Syndicate Members. The Members of the members Syndicate shall be responsible for the payment of the Syndicatefees and commission to their respective Sub-Syndicate Members. 7.6 The BRLMs shall ensure that 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 applicable SEBI Process Circulars and any other circulars or notifications issued by SEBI in this regard. 7.7 The members of the 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 Members of the Syndicate and Sub-Syndicate Members. 7.7 7.8 The Company and the Promoter Selling Shareholder shall not be responsible for disbursing the aggregate amount payment of fees, commissions, expenses the fees and other charges payable commissions to the Registered Brokers in relation to the Issue to the Stock ExchangesSyndicate and Sub-Syndicate Members, 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 and Non-Institutional 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 Issue shall be calculated by the Registrar to the Issue. as applicable. 7.9 The final payment of commission to the RTAs and CDPs Registered Brokers shall be determined made by the Stock Exchanges in accordance with the SEBI Process Circulars upon receipt of the aggregate commission from the Company on behalf of itself and the basis Promoter Selling Shareholder (in proportion to the Equity Shares contributed by each of (i) applications which have been considered eligible for them in the purpose of Allotment and (ii) the terminal from which the Bid has been uploaded (to determine the particular RTA or CDP to whom the commission is payableOffer). 7.8 . The Parties acknowledge that the aggregate amount of commission payable to the Registered Brokers in relation to the Issue Offer shall be calculated by the Registrar. 7.9 7.10 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. Parties note the contents of SEBI ICDR Master Circular and also the mechanism put in place in the Cash Escrow and Sponsor Bank Agreement for compliance with the SEBI ICDR Master Circular. 7.11 If withholding tax is applicable on payment of any fees to the members 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. 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. It is hereby clarified that in case any compensation has been paid by the Members of the Syndicate or the BRLMs pursuant to (i) requirements under Applicable Law, or (ii) correspondence received from any Governmental Authority, in such a ‘Tax Deduction Certificate’ situation, the Company shall reimburse the relevant member of the Syndicate or the Book Running Lead Managers, as prescribed under applicable. 7.12 No uploading/ processing fees shall be payable by the Income Tax Act, 1961Company and the Promoter Selling Shareholder to the SCSBs on the applications directly procured by them.

Appears in 1 contract

Samples: Syndicate Agreement

Fees and Commissions. 7.1 The Company agree that Each of the Company Selling Shareholders shall pay the fees, fees and commissions and expenses to the members of the Syndicate Syndicate, with respect to their Offered Shares, in the manner as specified agreed under Clause 18 of the Offer Agreement and the Fee Letter. Further, it is clarified that a ll costs, expenses and payments (other than the BRLMs fees) shall be paid by the Company in the first instance on behalf of the Selling Shareholders, then the Selling Shareholders, severally and not jointly, shall upon the successful completion of the Offer and receipt of invoices along with supporting from the Company, reimburse the Company, in proportion to their respective portion of the Offered Shares in terms of clause 18 of the Offer Agreement. It is further clarified that, in terms of the Engagement LetterOffer Agreement, each of the Issue Agreement Selling Shareholders agrees to share the costs and this Agreement. All outstanding amounts payable expenses (including all applicable taxes, except securities transaction tax, stamp duty and withholding tax, if applicable, and which shall be borne by the respective Selling Shareholders) directly attributable to the BRLMs in accordance with the terms of the Engagement Letter and the legal counsel, shall be payable directly from the Public Issue Account after transfer of funds from the Escrow Accounts to the Public Issue Account and immediately on the receipt of listing and trading approvals from Stock Exchanges. 7.2 The Company shall ensure that all fees and expenses relating to the Issue, including to the BRLMs Offer (their fees), underwriting commissions, procurement commissions, if any, and brokerage due to the underwriters and sub-brokers or stock brokers, fees payable to the Sponsor Banks and the Self Certified Syndicate Banks, other intermediaries syndicate members, legal advisors and any other agreed fees and commissions payable in relation to the Issue shall be paid within the time prescribed under the agreements entered into with such persons and as set forth in the Engagement Letter, in accordance with Applicable Law. All costs, charges, fees and expenses that are associated with and incurred in connection with the Issue including, inter-alia, excluding listing fees, filing fees, book building audit fees and of the Statutory Auditors (other charges, fees and expenses of SEBI, than the Stock Exchanges and any other Governmental Authority, advertising, printing, road show expenses, accommodation and travel expenses, fees and expenses of the legal counsel Statutory Auditors which are attributable to the Issue, registrar fees and broker fees (including fees for procuring of applications), bank charges, fees Offer) and expenses for any corporate advertisements, i.e. any corporate advertisements consistent with past practices of the BRLMs, syndicate members, SCSBs, Company (other Designated Intermediaries than the expenses relating to marketing and other consultants and advisors shall advertisements undertaken in connection with the Offer) that will be borne by the Company.) (“Shared Expenses”), based on the proportion of the Equity Shares sold by the respective Selling Shareholders in the Offer, subject to Applicable Law and in compliance with Section 28(3) of the Companies Act, 2013. Further, the Company shall on best efforts basis, raise its invoices on the respective non-resident Selling Shareholders in United States Dollars (“USD”) against the payments made by the Company on behalf of the non-resident Selling Shareholders, as applicable; 7.3 7.2 The procurement and selling commissions and brokerages payable to the members of the Syndicate (including Sub-Syndicate Members), SCSBs, Registered Brokers, the CDPs and CRTAs 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 Members), Registered Brokers, CDPs and CRTAs 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 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. The commission payable to the SCSBs/NPCI/Sponsor Banks National Payments Corporation of India and processing fees in relation to the UPI Mechanism mechanism from RIBs Retail Individual 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. 7.4 In addition 7.3 The Managers shall ensure that the payment of processing fee/ selling commission to the selling commission intermediaries shall be released only after ascertaining that there are no pending complaints pertaining to block/ unblock of Bids and processing fees payable after receiving relevant confirmations for completion of unblocking from Sponsor Bank/ SCSBs and the Registrar, in accordance with Clause 7.2 abovethe March 16, applicable GST will be separately invoiced 2021 circular, March 31, 2021 circular and June 2, 2021, as applicable, and any othe r circulars or notifications issued by the respective intermediaries and paid by the Company. Such selling commission and processing fees shall be payable within 15 (fifteen) Working Days post the date of the receipt of the final invoice from the respective intermediaries by the CompanySEBI in this regard. 7.5 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. 7.6 Members. The members of the Syndicate shall be responsible for the payment of fees and commission to their respective Sub-Syndicate Members. 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. 7.7 The Company shall be responsible for disbursing the aggregate amount of fees, commissions, expenses and other charges payable to the Registered Brokers in relation to the Issue to the Stock 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 and Non-Institutional 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 Issue shall be calculated by the Registrar to the Issue. 7.6 The final payment of commission to the RTAs and CDPs Registered Brokers shall be determined made by the Stock Exchanges upon receipt of the aggregate commission from the Company on behalf of 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 or CDP to whom the commission is payable). 7.8 Selling Shareholders. The Parties acknowledge that the aggregate amount of commission payable to the Registered Brokers in relation to the Issue Offer shall be calculated by the Registrar. 7.9 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 a ‘the withholding tax certificate within the due date prescribed under the Income Tax Deduction Certificate’ as Act, 1961, withholding the tax certificate in the form prescribed by the Income Tax Xxx, 0000, in respect of the withholding tax in original within the due date prescribed under the Income Tax Act, 1961. 7.8 The Company agrees that it shall promptly reimburse the BRLMs within 5 (five) working days of receiving an intimation from them, for any liabilities or compensation and/or other amounts pa yable or paid (including applicable taxes and statutory charges, if any) by the BRLMs including any interest and/or penalty charged thereon for delay or failure in redressal of grievances in relation to unblocking of ASBA funds by SCSBs and/or for any other reason pursuant to and/or arising out of the same or non-performance of roles by the Registrar to the Offer 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 read along with the SEBI circular SEBI/HO/CFD/DIL2/P/CIR/2021 /570 dated June 2, 2021 and circular no. (SEBI/HO/CFD/DIL1/CIR/P/2021/47) March 31, 2021 and/ or any other Applicable Law.

Appears in 1 contract

Samples: Syndicate Agreement

Fees and Commissions. 7.1 The Company agree that and the Company Selling Shareholders, severally and not jointly, shall pay the fees, commissions commission and expenses to the members of the Syndicate as specified and, in terms of the Engagement Lettermanner, the Issue Agreement and this Agreement. All outstanding amounts payable to the BRLMs in accordance with the terms of the Engagement Letter and the legal counsel, shall be payable directly from the Public Issue Account after transfer of funds from the Escrow Accounts to the Public Issue Account and immediately on the receipt of listing and trading approvals from Stock Exchanges. 7.2 The Company shall ensure that all fees and expenses relating to the Issue, including to the BRLMs (their fees), underwriting commissions, procurement commissions, if any, and brokerage due to the underwriters and sub-brokers or stock brokers, fees payable to the Sponsor Banks and the Self Certified Syndicate Banks, other intermediaries syndicate members, legal advisors and any other agreed fees and commissions payable in relation to the Issue shall be paid within the time prescribed under the agreements entered into with such persons and as set forth in the Engagement Letter, the Offer Agreement the Cash Escrow and Sponsor Bank 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 the Offer Agreement and in accordance with Applicable Law. All costs, charges, fees and expenses that are associated with and incurred in connection with the Issue including, inter-alia, listing fees, filing fees, book building fees and other charges, fees and expenses of SEBI, the Stock Exchanges and any other Governmental Authority, advertising, printing, road show expenses, accommodation and travel expenses, fees and expenses of the legal counsel to the Issue, registrar fees and broker fees (including fees for procuring of applications), bank charges, fees and expenses of the BRLMs, syndicate members, SCSBs, other Designated Intermediaries and other consultants and advisors shall be borne by the Company. 7.3 7.2 The procurement and selling commissions and brokerages payable to the members of the Syndicate (including Sub-Syndicate MembersMember), SCSBs, Registered Brokers, the CDPs and CRTAs RTAs shall be as set forth in Annexure A B hereto. In relation to Bid cum Application Forms procured by the members of the Syndicate (including Sub-Syndicate MembersMember), Registered Brokers, CDPs and CRTAs 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 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. B. The commission payable to the SCSBs/NPCINational Payments Corporation of India/Sponsor Banks and processing fees in relation to the UPI Mechanism mechanism from RIBs UPI Bidders and submitted to the Stock Exchanges for processing shall be paid in the manner set forth in Annexure A. No 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. 7.4 In addition to the . The Company shall ensure that all selling commission and processing fees are paid within the period prescribed under Applicable Law. All amounts payable to the BRLM in accordance with Clause 7.2 above, applicable GST will be separately invoiced by the respective intermediaries and paid by terms of the Company. Such selling commission and processing fees Engagement Letter shall be payable within 15 (fifteen) Working Days post paid in accordance with the date terms of the receipt of Engagement Letter and in the final invoice from manner to be set out in the respective intermediaries by the CompanyCash Escrow and Sponsor Bank Agreement. 7.5 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 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 B. 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. 7.6 . The members of the Syndicate shall be responsible for the payment of fees and commission to their respective Sub-Syndicate Members. The Registrar shall calculate selling commission based on valid ASBA Forms received from the members of the Syndicate and Sub-Syndicate Members 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. 7.7 7.6 The Company shall be responsible for disbursing the aggregate amount final payment of fees, commissions, expenses and other charges payable commission to the Registered Brokers in relation to the Issue to shall be made by the Stock Exchanges, and to CDPs, RTAs in accordance with Exchanges upon receipt of the Cash Escrow and Sponsor Bank Agreement (aggregate commission from the relevant provisions for payment in respect of Retail Individual Investors and Non-Institutional Bidders 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 Issue Offer shall be calculated by the Registrar to the IssueRegistrar. The final payment of commission to the RTAs and CDPs 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 or CDP to whom the commission is payable). 7.8 The Parties acknowledge that the aggregate amount of commission payable to the Registered Brokers in relation to the Issue shall be calculated by the Registrar. 7.9 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 ‘Tax Deduction Certificate’ situation, the Company agrees that it shall pay, compensate or reimburse, as prescribed under the Income Tax Actcase may be, 1961the 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

Fees and Commissions. 7.1 The Company agree agrees that the Company it shall pay the fees, commissions commissions, expenses and expenses other charges to the members of the Syndicate as specified in terms of the Engagement Letter, the Issue Agreement and this Agreement. All outstanding amounts payable to the BRLMs in accordance with the terms of this Agreement, the Engagement Letter and the legal counsel, shall be payable directly from the Public Issue Account after transfer of funds from the Escrow Accounts to the Public Issue Account and immediately on the receipt of listing and trading approvals from Stock Exchanges. 7.2 The Company shall ensure that all fees and expenses relating to the Issue, including to the BRLMs (their fees), underwriting commissions, procurement commissions, if any, and brokerage due to the underwriters and sub-brokers or stock brokers, fees payable to the Sponsor Banks and the Self Certified Syndicate Banks, other intermediaries syndicate members, legal advisors and any other agreed fees and commissions payable in relation to the Issue shall be paid within the time prescribed under the agreements entered into with such persons and as set forth in the Engagement Fee Letter, in accordance with Applicable Law. All coststhe Offer Agreement, charges, fees and expenses that are associated with and incurred in connection with the Issue including, inter-alia, listing fees, filing fees, book building fees and other charges, fees and expenses of SEBI, the Stock Exchanges and any other Governmental Authority, advertising, printing, road show expenses, accommodation and travel expenses, fees and expenses of the legal counsel to the Issue, registrar fees and broker fees (including fees for procuring of applications), bank charges, fees and expenses of the BRLMs, syndicate members, SCSBs, other Designated Intermediaries and other consultants and advisors shall be borne by the Company. 7.3 The procurement and selling commissions and brokerages payable to the members of the Syndicate (including Sub-Syndicate Members), SCSBs, Registered Brokers, the CDPs and CRTAs 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 Members), Registered Brokers, CDPs and CRTAs 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 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. The commission payable to the SCSBs/NPCI/Sponsor Banks Agreement (if and processing fees in relation to the UPI Mechanism from RIBs 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 SCSBswhen executed), as applicable. 7.4 In addition to the selling commission and processing fees payable in accordance with Clause 7.2 above, applicable GST will be separately invoiced by the respective intermediaries and paid by the Company. Such selling commission and processing fees shall be payable within 15 (fifteen) Working Days post the date of the receipt of the final invoice from the respective intermediaries by the Company. 7.5 The Company shall be responsible for the payment of the fees and commissions to the Sub-Syndicate Members of the members of the Syndicate. 7.6 The members of the 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. 7.7 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. The members of the Syndicate shall be responsible for the payment of fees and commission to their respective Sub-Syndicate Members. To clarify, no Sub-Syndicate Members 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, on behalf of 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 A. The Parties acknowledge that the aggregate amount of commission payable to the Registered Brokers by the Company (on behalf of 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 the Selling Shareholders) 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 Registrar 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 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 each of the Selling Shareholders in proportion to the number of Equity Shares transferred by the Selling Shareholders pursuant to the Offer except as may be prescribed by the SEBI or any other regulatory authority. The Company (on behalf of the Selling Shareholders) shall be responsible for disbursing the aggregate amount of fees, commissions, expenses and other charges payable to the Registered Brokers RTAs, the CDPs and the Sponsor Banks in relation to the Issue to the Stock Exchanges, Bids accepted and to CDPs, RTAs uploaded by them 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 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 Issue shall be calculated by the Registrar to the Issue. The final payment of commission to the RTAs RTAs, CDPs and CDPs 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, CDP or CDP Sponsor Bank to whom the commission is payable). 7.8 The Parties acknowledge that 7.7 In case of any delay in unblocking of amounts in the aggregate amount ASBA Accounts (including amounts blocked through the UPI Mechanism) exceeding the timelines as provided under Applicable Laws (including the UPI Circulars) and as specified under chapter 5 of commission payable to the Registered Brokers in relation to ICDR Master Circular, the Issue Bidder shall be calculated compensated by the Registrar. 7.9 If withholding tax is applicable on payment of intermediary responsible for causing such delay in unblocking. In case any fees to compensation has been paid by the members of the SyndicateSyndicate in such a situation, the Company shall deduct such withholding tax promptly pay the members of the Syndicate within five (5) Working Days of receiving an intimation from them, for any liabilities incurred by the respective fees payment members of the Syndicate for delay or failure in unblocking of ASBA funds by SCSBs or non- performance of roles by the Registrar and/or the SCSBs as set out in the SEBI circulars dated March 16, 2021, June 2, 2021 and shall provide such April 20, 2022. Each member of the Syndicate with a ‘Tax Deduction Certificate’ as prescribed under Syndicate, upon incurring any liabilities in terms of the Income Tax ActMarch 16 Circular, 1961June 2, 2021 and April 20, 2022 will promptly intimate the Company.

Appears in 1 contract

Samples: Syndicate Agreement

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Fees and Commissions. 7.1 The Company agree agrees that the Company it shall pay the fees, commissions commissions, expenses and expenses other charges to the members Members of the Syndicate as specified in terms of the Engagement Letter, the Issue Agreement and this Agreement. All outstanding amounts payable to the BRLMs in accordance with the terms of this Agreement, the Engagement Letter Letters, the Offer Agreement, the Cash Escrow and Sponsor Bank Agreement and the legal counselUnderwriting Agreement (if and when executed), shall be payable directly from the Public Issue Account after transfer of funds from the Escrow Accounts to the Public Issue Account and immediately on the receipt of listing and trading approvals from Stock Exchangesas applicable. 7.2 The Company Company, on behalf of itself and the Selling Shareholders (with respect to its respective Offered Shares), shall ensure that all fees and expenses relating pay selling commission to the Issue, including to the BRLMs (their fees), underwriting commissions, procurement commissions, if any, and brokerage due to the underwriters and sub-brokers or stock brokers, fees payable to the Sponsor Banks and the Self Certified Syndicate Banks, other intermediaries syndicate members, legal advisors and any other agreed fees and commissions payable in relation to the Issue shall be paid within the time prescribed under the agreements entered into with such persons and as set forth in the Engagement Letter, in accordance with Applicable Law. All costs, charges, fees and expenses that are associated with and incurred in connection with the Issue including, inter-alia, listing fees, filing fees, book building fees and other charges, fees and expenses of SEBI, the Stock Exchanges and any other Governmental Authority, advertising, printing, road show expenses, accommodation and travel expenses, fees and expenses of the legal counsel to the Issue, registrar fees and broker fees (including fees for procuring of applications), bank charges, fees and expenses of the BRLMs, syndicate members, SCSBs, other Designated Intermediaries and other consultants and advisors shall be borne by the Company. 7.3 The procurement and selling commissions and brokerages payable to the members of the Syndicate (including Sub-Syndicate Members), SCSBs, Registered Brokers, the CDPs and CRTAs shall be as set forth in Annexure A hereto. In relation to SCSBs (for Bid cum Application Forms directly procured by the members of the Syndicate (including Subthem from Retail Individual Bidders and Non-Syndicate MembersInstitutional Bidders), RTAs, Collecting Depository Participants and Registered Brokers, CDPs and CRTAs 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 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 Agreement. Payments to such intermediaries shall be made by the Company (on behalf of itself and the Underwriting AgreementSelling Shareholders) 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 commission payable to SCSBs, the SCSBs/NPCI/Sponsor Banks and processing fees in relation the Registrar shall provide the relevant confirmations to the UPI Mechanism from RIBs 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. 7.4 In addition to the selling commission and processing fees payable BRLMs in accordance with Clause 7.2 above, applicable GST will be separately invoiced by the respective intermediaries and paid by the Company. Such selling commission and processing fees shall be payable within 15 (fifteen) Working Days post the date of the receipt of the final invoice from the respective intermediaries by the CompanyUPI Circulars. 7.5 7.3 The Company shall be responsible for the payment of the fees and commissions to the Sub-Syndicate Members of the members of the Syndicate. 7.6 The members of the 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 Members of the Syndicate and Sub-Syndicate Members. 7.7 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. The Members of the Syndicate shall be responsible for the payment of fees and commission to their respective Sub-Syndicate Members. To clarify, no Sub-Syndicate Members 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. 7.5 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 the Selling Shareholders), exclusive of applicable taxes. 7.6 The Parties acknowledge that, all expenses, fees and payment obligations required to be made under Clause 7 of this Agreement incurred shall be borne by the Company and each of the Selling Shareholders in proportion to the number of Equity Shares transferred by the Selling Shareholders pursuant to the Offer except as may be prescribed by the SEBI or any other regulatory authority and as agreed to in Clause 15 of the Offer Agreement. The Company (on behalf of itself and each of the Selling Shareholders) shall be responsible for disbursing the aggregate amount of fees, commissions, expenses and other charges payable to the Registered Brokers RTAs, the CDPs and the Sponsor Banks in relation to the Issue to the Stock Exchanges, Bids accepted and to CDPs, RTAs uploaded by them 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 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 Issue shall be calculated by the Registrar to the Issue. The final payment of commission to the RTAs RTAs, CDPs and CDPs 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, CDP or CDP Sponsor Bank to whom the commission is payable). 7.8 The Parties acknowledge that 7.7 In case of any delay in unblocking of amounts in the aggregate amount ASBA Accounts (including amounts blocked through the UPI Mechanism) exceeding the timelines as provided under Applicable Law (including the UPI Circulars) and as specified under chapter 5 of commission payable to the Registered Brokers in relation to SEBI ICDR Master Circular, the Issue Bidder shall be calculated compensated by the Registrar. 7.9 If withholding tax is applicable on payment 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 five (5) Working Days of receiving an intimation from them, for any fees to liabilities incurred by the members Members of the Syndicate for delay or failure in unblocking of ASBA funds by SCSBs or non- performance of roles by the Registrar and/or the SCSBs as set out in the SEBI circulars dated March 16, 2021, June 2, 2021 and April 20, 2022. Each Member of the Syndicate, the Company shall deduct such withholding tax from the respective fees payment and shall provide such member upon incurring any liabilities in terms of the Syndicate with a ‘Tax Deduction Certificate’ as prescribed under March 16 Circular, June 2, 2021 and April 20, 2022 will promptly intimate the Income Tax Act, 1961Company.

Appears in 1 contract

Samples: Syndicate Agreement

Fees and Commissions. 7.1 The Company agree that Bank and the Company shall pay the feesSelling Shareholders shall, commissions severally and expenses to the members of the Syndicate as specified in terms of the Engagement Letternot jointly, the Issue Agreement and this Agreement. All outstanding amounts payable to the BRLMs in accordance with the terms of the Engagement Letter Letter, the Offer Agreement, the Cash Escrow and Sponsor Bank Agreement and the legal counsel, shall be payable directly from the Public Issue Account after transfer of funds from the Escrow Accounts to the Public Issue Account and immediately on the receipt of listing and trading approvals from Stock Exchanges. 7.2 The Company shall ensure that all fees and expenses relating to the Issue, including to the BRLMs (their fees), underwriting commissions, procurement commissionsUnderwriting Agreement, if anyexecuted, and brokerage due to the underwriters and sub-brokers or stock brokers, fees payable to the Sponsor Banks and the Self Certified Syndicate Banks, other intermediaries syndicate members, legal advisors and any other agreed fees and commissions payable in relation to the Issue shall be paid within the time prescribed under the agreements entered into with such persons and as set forth in the Engagement Letter, in accordance with Applicable Law. All costs, charges, fees and expenses that are associated with and incurred in connection with the Issue including, inter-alia, listing pay fees, filing fees, book building fees and other charges, fees and expenses of SEBI, the Stock Exchanges and any other Governmental Authority, advertising, printing, road show expenses, accommodation and travel expenses, fees commissions and expenses of the legal counsel to the Issue, registrar fees and broker fees (including fees for procuring of applications), bank charges, fees and expenses Members of the BRLMs, syndicate members, SCSBs, other Designated Intermediaries and other consultants and advisors shall be borne by the Company. 7.3 Syndicate. The procurement and selling commissions and brokerages commission payable to the members of the Syndicate (including Sub-Syndicate Members, SCSBs (for Bid cum Application Forms directly procured by them from Retail Individual Bidders, and Non-Institutional Investors), SCSBsRTAs, Collecting Depository Participants and Registered BrokersBrokers (on per application basis) (collectively, the CDPs and CRTAs shall be as “Selling Commission”), is set forth in Annexure A hereto. In relation to Bid cum Application Forms procured by the members of the Syndicate (including Sub-Syndicate Members), Registered Brokers, CDPs and CRTAs 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 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. 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 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”) as set forth in 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 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 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 in accordance with this Agreement, the Offer Agreement and the Cash Escrow and Sponsor Bank Agreement. 7.5 The commission payable to the SCSBs/NPCI/SCSBs/ Sponsor Banks Bank/ National Payments Corporation of India and processing fees in relation to the UPI Mechanism from RIBs 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. 7.4 In addition to the selling commission and processing fees payable in accordance with Clause 7.2 above, applicable GST will be separately invoiced by the respective intermediaries and paid by the Company. Such selling commission and processing fees shall be payable within 15 (fifteen) Working Days post the date of the receipt of the final invoice from the respective intermediaries by the Company. 7.5 The Company shall be responsible for the payment of the fees and commissions to the Sub-Syndicate Members of the members of the Syndicate.A. 7.6 The members Members of the Syndicate shall send the list of all Sub-Syndicate Members to the Registrar to the Offer for their 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 the members of the Syndicate and Sub-Syndicate Members. 7.7 The Company Registered Brokers. Such commission shall be responsible for disbursing payable, as per the aggregate amount number of feesvalid Bid-cum-Application Forms procured, commissions, expenses and other charges payable to the Registered Brokers in relation to the Issue to via the Stock Exchanges clearing house system, unless a different method is prescribed by SEBI/Stock 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 and Non-Institutional 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 Issue shall be calculated by the Registrar to the Issue. The final payment of commission to the RTAs and CDPs 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 or CDP to whom the commission is payable). 7.8 The Parties acknowledge that the aggregate amount of commission payable to the Registered Brokers in relation to the Issue shall be calculated by the Registrar. 7.9 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 a ‘Tax Deduction Certificate’ as prescribed under the Income Tax Act, 1961.

Appears in 1 contract

Samples: Syndicate Agreement

Fees and Commissions. 7.1 The Company agree that and the Company Selling Shareholders, severally and not jointly, shall pay the fees, commissions fees and expenses to of the members of the Syndicate as specified set out in, and in terms of the Engagement Letteraccordance with, this Agreement, the Issue Agreement and this Offer Agreement. All outstanding amounts payable to the BRLMs in accordance with the terms of the Engagement Letter , and the legal counsel, shall be payable directly from the Public Issue Account after transfer of funds from the Escrow Accounts to the Public Issue Account and immediately on the receipt of listing and trading approvals from Stock ExchangesFee Letter. 7.2 The Company Other than (i) the listing fees, which shall ensure that all be solely borne by the Company; and (ii) fees and expenses relating for counsel to the Issue, including to the BRLMs (their fees), underwriting commissions, procurement commissionsSelling Shareho lders, if any, which shall be solely borne by the respective Selling Shareholders, each of the Company and brokerage due the Selling Shareholders agrees, severally and not jointly, to share the costs, and expenses (including all applicable taxes except the securities transaction tax, which shall be solely borne by the respective Selling Shareholder) directly attributable to the underwriters Offer, severally and sub-brokers or stock brokersnot jointly, fees payable based on the proportion of the Equity Shares issued by the Company in the Fresh Issue and the Offered Shares transferred by each of the Selling Shareholders, respectively, as a percentage of the total Equity Shares issued and sold in the Offer. Such costs and expenses (including all applicable taxes) directly attributable to the Sponsor Banks Offer, shall be shared amongst t he Company and the Self Certified Syndicate BanksSelling Shareholders in accordance with Applicable Law even in the event of failure of the Offer for any reason. The Company agrees to advance the cost and expenses of the Offer in the first instance and will thereafter, other intermediaries syndicate membersbe reimbursed by each Selling Shareholder for its respective portion of such costs and expenses only upon the successful consummation of the transfer of its Offered Shares in the Offer, legal advisors except for such costs and any other agreed fees and commissions payable expenses in relation to the Issue shall be Offer which are paid within the time prescribed under the agreements entered into with such persons and as set forth in the Engagement Letter, in accordance with Applicable Law. All costs, charges, fees and expenses that are associated with and incurred in connection with the Issue including, inter-alia, listing fees, filing fees, book building fees and other charges, fees and expenses of SEBI, the Stock Exchanges and any other Governmental Authority, advertising, printing, road show expenses, accommodation and travel expenses, fees and expenses of the legal counsel to the Issue, registrar fees and broker fees (including fees for procuring of applications), bank charges, fees and expenses of the BRLMs, syndicate members, SCSBs, other Designated Intermediaries and other consultants and advisors shall be borne directly by the CompanySelling Shareholders. 7.3 The procurement 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 selling Sub- Syndicate Members. 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 members of the Syndicate shall be responsible for the payment of fees and brokerages 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 any of the Selling Shareholders in relation to the payment of fees or commission in relation to the Offer. 7.5 The commission payable to the members of the Syndicate (including Sub-Syndicate Members), Syndicate/SCSBs, Registered Brokers, and processing fees in relation to the CDPs ASBA Forms from Syndicate ASBA Bidders procured by the members of the Syndicate at the Specified Locations and CRTAs submitted to the relevant branches of the SCSBs for processing shall be as paid in the manner set forth in Annexure A heretoA. Further, in terms of the UPI Circulars, the payment of processing fees to the SCSBs shall be undertaken pursuant to an application made by the SCSBs to the BRLMs, and such application shall be made only after (i) unblocking of application amounts for each application received by the SCSB has been fully completed, and (ii) applicable compensation relating to investor complaints has been paid by the SCSB. 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 Offer, 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 Xxxxx 00, 0000, XXXX circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 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 Managers will instruct the Company to pay the selling commission to the relevant intermediaries. In relation to Bid cum Application Forms procured by the members of the Syndicate 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 and the Selling Shareholders (including Sub-Syndicate Membersin proportion to the Equity Shares issued / Offered by each of them in the Offer), Registered Brokers, CDPs . No commission or additional processing/uploading charges shall be payable by the Company and CRTAs the Selling Shareholders to the SCSBs on the applications directly procured by them. The commission payable to the SCSBs/National Payments Corporation of India and uploaded by them processing fees in relation to the UPI Mechanism from UPI Bidders and submitted to the relevant branches of the SCSBs Stock Exchanges for processing, a processing fee shall be payable to paid in the SCSBs as manner set forth in Annexure 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. The commission payable to the SCSBs/NPCI/Sponsor Banks Furthermore, applicable taxes will be separately invoiced and processing fees in relation to the UPI Mechanism from RIBs and submitted to the Stock Exchanges for processing shall sha ll 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. 7.4 In addition to the selling commission and processing fees payable in accordance with Clause 7.2 abovethis Agreement, the Offer Agreement, the Cash Escrow and Sponsor Bank Agreement, and the Underwriting Agreement, as applicable GST will be separately invoiced by the respective intermediaries and paid by the Company. Such selling commission and processing fees shall be payable within 15 (fifteen) Working Days post the date of the receipt of the final invoice from the respective intermediaries by the Company. 7.5 The Company shall be responsible for the payment of the fees and commissions to the Sub-Syndicate Members of the members of the Syndicate. 7.6 The members Company, on behalf of itself and the 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. 7.7 The Company Selling Shareholders, shall be responsible for disbursing the aggregate amount of fees, commissions, expenses and other charges payable to the Registered Brokers in relation to the Issue Offer to the Stock Exchanges, and to CDPs, RTAs RTAs, Sponsor Banks 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 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 Issue Offer shall be calculated by the Registrar to the IssueOffer. The final payment of commission to the RTAs RTAs, CDPs and CDPs 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 or RTA, CDP and Sponsor Banks to whom the commission is payable). 7.8 7.7 The Parties acknowledge that note the aggregate amount contents of commission payable to SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 read with the Registered Brokers SEBI 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 , and 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 relation to this regard (together the Issue “SEBI Redressal of Investor Grievances Circulars”) and also the mechanism put in place in the Cash Escrow and Sponsor Bank Agreement for compliance with the SEBI Redressal of Investor Grievances Circulars. 7.8 In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts bloc ked through the UPI Mechanism) exceeding the timelines as provided under Applicable Law, the Bidder shall be calculated compensated by the Registrar. 7.9 If withholding tax intermediary responsible for causing such delay in unblocking in accordance with the applicable UPI Circulars. It is applicable on payment of hereby clarified that in case any fees to compensation has been paid by the members of the SyndicateSyndicate in such a situation, the Company shall deduct such withholding tax from the respective fees payment and shall provide such member shall be reimbursed in accordance with the terms of the Syndicate with a ‘Tax Deduction Certificate’ as prescribed under Offer Agreement and the Income Tax Act, 1961Cash Escrow and the Sponsor Bank Agreement.

Appears in 1 contract

Samples: Syndicate Agreement

Fees and Commissions. 7.1 The Company agree agrees that the Company it shall pay to the Members of the Syndicate fees, commissions and expenses to the members of the Syndicate as specified in terms of the Engagement Letter, the Issue Agreement and this Agreement. All outstanding amounts payable to the BRLMs in accordance with the terms of this Agreement. Additionally, the Engagement Letter and selling commission payable by the legal counsel, shall be payable directly from the Public Issue Account after transfer of funds from the Escrow Accounts Company to the Public Issue Account and immediately on the receipt of listing and trading approvals from Stock Exchanges. 7.2 The Company shall ensure that all fees and expenses relating to the Issue, including to the BRLMs (their fees), underwriting commissions, procurement commissions, if any, and brokerage due to the underwriters and sub-brokers or stock brokers, fees payable to the Sponsor Banks and the Self Certified Syndicate Banks, other intermediaries syndicate members, legal advisors and any other agreed fees and commissions payable in relation to the Issue shall be paid within the time prescribed under the agreements entered into with such persons and as set forth in the Engagement Letter, in accordance with Applicable Law. All costs, charges, fees and expenses that are associated with and incurred in connection with the Issue including, inter-alia, listing fees, filing fees, book building fees and other charges, fees and expenses of SEBI, the Stock Exchanges and any other Governmental Authority, advertising, printing, road show expenses, accommodation and travel expenses, fees and expenses of the legal counsel to the Issue, registrar fees and broker fees (including fees for procuring of applications), bank charges, fees and expenses of the BRLMs, syndicate members, SCSBs, other Designated Intermediaries and other consultants and advisors shall be borne by the Company. 7.3 The procurement and selling commissions and brokerages payable to the members Members of the Syndicate (including Sub-Syndicate Memberssub- syndicate members), SCSBs, Registered Brokers, the CDPs and CRTAs and/or RTAs shall be as set forth in Annexure A B (Brokerage Structure) hereto. 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 In relation to Bid cum Application the ASBA Forms procured by the members Members of the Syndicate (including Sub-Syndicate Memberssub- syndicate members), Registered Brokers, CDPs and CRTAs 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 manner of disbursement of the aforesaid fees, commissions and expenses shall be B (ASBA Processing Fees) in accordance with the terms of the Cash Escrow and Sponsor Bank Agreement and the Underwriting Agreement. The commission payable to the SCSBs/NPCI/Sponsor Banks and processing fees Further, in relation to the UPI Mechanism from RIBs 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 case of Bids procured directly by the SCSBs, from the Retail Individual Bidders and Non-Institutional Bidders, the relevant SCSBs shall be entitled to the applicable selling commission as set forth in Annexure B, on the amounts received against the Equity Shares Allotted (i.e. the product of the number of Equity Shares Allotted and the Offer Price), and no additional ASBA Processing Fees shall be payable to them. 7.4 In addition to the selling commission and the ASBA Processing Fees / UPI processing fees payable to the SCSBs in accordance with Clause 7.2 Clauses 7.1 and 7.3 above, applicable GST taxes will be separately invoiced by the respective intermediaries and paid by the Company. Such selling commission and the ASBA Processing Fees / UPI processing fees shall be payable within 15 (fifteen) Working Days post the date of the receipt of the final invoice from of the respective intermediaries by the Company. 7.5 The Company shall not be responsible for the payment of the fees and commissions to the Subsub-Syndicate syndicate members. The Members of the members of the Syndicate. 7.6 The members of the 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. 7.7 The Company shall be responsible for disbursing the aggregate amount payment of fees, commissions, expenses fees and other charges payable commission to the Registered Brokers in relation to the Issue to the Stock 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 and Nontheir respective sub-Institutional 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 Issue shall be calculated by the Registrar to the Issue. syndicate members. 7.6 The final payment of commission to the RTAs RTAs, CDPs and CDPs 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, CDP or CDP Sponsor Banks to whom the commission is payable). 7.8 7.7 The Company shall be liable to pay the aggregate amount of fees, commissions, expenses and other charges payable to the Registered Brokers in relation to the Offer to the Stock Exchanges (the relevant provisions for payment in respect of Retail Individual Bidders and Non-Institutional Bidders are set forth in Annexure B). 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 Issue Offer shall be calculated by the RegistrarRegistrar to the Offer. 7.8 The Company shall be liable to pay the 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 payment in respect of Retail Individual Bidders and Non-Institutional Bidders are set forth in Annexure B). The final payment of commission to the RTAs and CDPs 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 or CDP to whom the commission is payable). 7.9 If withholding tax is applicable on payment In case of any fees to delay in unblocking of amounts in the members 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 including in accordance with SEBI’s Master Circular bearing reference number SEBI/HO/CFD/PoD-2/P/CIR/2023/00094 dated 21 June 2023. It is hereby clarified that if any compensation has been paid by the Members of the SyndicateSyndicate in such a situation, the Company shall deduct such withholding tax from reimburse the respective fees payment and shall provide such member relevant Member of the Syndicate with a ‘Tax Deduction Certificate’ as prescribed under within 5 working days of receipt of intimation from the Income Tax Act, 1961relevant Member of the Syndicate.

Appears in 1 contract

Samples: Syndicate Agreement

Fees and Commissions. 7.1 Other than the listing fees for the Offer, which will be borne by the Company, all cost, fees and expenses in respect of the Offer will be shared between the Company and Selling Shareholders, acting severally and not jointly, based on the proportion of the Equity Shares allotted by the Company and sold by the respective Selling Shareholders in the Offer for Sale, in accordance with the provisions of the Companies Act and other applicable laws. Upon successful completion of the Offer, the Selling Shareholders shall severally, and to the extent each of them is liable to pay, reimburse the Company for expenses incurred by the Company in relation to the Offer for Sale on each of their behalf. 7.2 The Company and the Selling Shareholders agree that the Company shall pay all the fees, commissions commissions, expenses and expenses other charges to the members of the Syndicate as specified in terms of the Engagement Letter, the Issue Agreement and this Agreement. All outstanding amounts payable to the BRLMs will be paid in accordance with the terms of the Engagement Letter and the legal counselthis Agreement, shall be payable directly from the Public Issue Account after transfer of funds from the Escrow Accounts to the Public Issue Account and immediately on the receipt of listing and trading approvals from Stock Exchanges. 7.2 The Company shall ensure that all fees and expenses relating to the Issue, including to the BRLMs (their fees), underwriting commissions, procurement commissions, if any, and brokerage due to the underwriters and sub-brokers or stock brokers, fees payable to the Sponsor Banks and the Self Certified Syndicate Banks, other intermediaries syndicate members, legal advisors and any other agreed fees and commissions payable in relation to the Issue shall be paid within the time prescribed under the agreements entered into with such persons and as set forth in the Engagement Letter, in accordance with Applicable Law. All coststhe Offer Agreement, chargesas amended, fees and expenses that are associated with and incurred in connection with the Issue including, inter-alia, listing fees, filing fees, book building fees and other charges, fees and expenses of SEBI, the Stock Exchanges and any other Governmental Authority, advertising, printing, road show expenses, accommodation and travel expenses, fees and expenses of the legal counsel to the Issue, registrar fees and broker fees (including fees for procuring of applications), bank charges, fees and expenses of the BRLMs, syndicate members, SCSBs, other Designated Intermediaries and other consultants and advisors shall be borne by the Company. 7.3 The procurement and selling commissions and brokerages payable to the members of the Syndicate (including Sub-Syndicate Members), SCSBs, Registered Brokers, the CDPs and CRTAs 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 Members), Registered Brokers, CDPs and CRTAs 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 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. The commission payable to the SCSBs/NPCI/Sponsor Banks and processing fees in relation to the UPI Mechanism from RIBs 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 SCSBsAgreement (when executed), as applicable. 7.4 In addition to the selling commission and processing fees payable in accordance with Clause 7.2 above, applicable GST will be separately invoiced by the respective intermediaries and paid by the Company. Such selling commission and processing fees shall be payable within 15 (fifteen) Working Days post the date of the receipt of the final invoice from the respective intermediaries by the Company. 7.5 The Company shall be responsible for the payment of the fees and commissions to the Sub-Syndicate Members of the members of the Syndicate. 7.6 7.3 The members of the 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. 7.7 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 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. 7.5 The Company shall pay selling commission to the Syndicate Members, SCSBs (for Bid cum Application Forms directly procured by them from UPI Bidders and Non-Institutional Bidders), RTAs, CDPs and Registered Brokers, as 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 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 withSEBI 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 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. Furthermore, applicable tax will be separately invoiced and payable by the Company. 7.6 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 Registered Brokers in relation to the Issue Offer to the Stock Exchanges, and to CDPs, RTAs 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-Non- Institutional 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 Issue Offer shall be calculated by the Registrar to the IssueOffer. The final payment of commission to the RTAs and CDPs 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 or CDP Sponsor Banks to whom the commission is payable). 7.8 The Parties acknowledge that the aggregate amount of commission payable to the Registered Brokers in relation to the Issue shall be calculated by the Registrar. 7.9 7.7 If withholding tax is applicable on 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 Banks/SCSBs. 7.9 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 Xxxxx 00, 0000, XXXX circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 and any fees other circulars or notifications issued by the SEBI in this regard (together the “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 Lead Managers 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 SyndicateSyndicate shall not be liable in any manner whatsoever for any failure or delay on the part of such Relevant Intermediary (as determined by the Lead Managers, in their sole discretion) to discharge its obligation to compensate the Company shall deduct such withholding tax from investor for the respective fees payment and shall provide such member delay in unblocking of the Syndicate with a ‘Tax Deduction Certificate’ amount, as prescribed under the Income Tax Act, 1961stated above.

Appears in 1 contract

Samples: Syndicate Agreement

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