Instructions for Escrow Banker - Click here to

advertisement
PUBLIC ISSUE OF NON-CONVERTIBLE DEBENTURES – SHRIRAM CITY UNION FINANCE LIMITED
Instructions to be followed by Escrow Collection Bankers to the Public Issue of Secured NonConvertible Debentures (NCSs) of face value Rs. 1000/- aggregating upto Rs.25,000 lacs with an
option to retain over-subscription upto Rs. 25,000 lacs for issuance of additional NCDs, to a total of
upto Rs. 50,000 lacs.
HIGHLIGHTS OF THE ISSUE
Issuer Company Name
Shriram City Union Finance Limited
Security Type
Secured Redeemable Non-Convertible Debenture (NCDs)
Issue Size
2,500,000 NCDs with an option to retain over-subscription upto
2,500,000 NCDs aggregating to a total of upto 5,000,000 NCDs
Issue Price
Rs.1,000/- per NCD payable along with Application
Issue Opens on
September 12, 2012 (Wednesday)
Issue Closes on
September 26, 2012 (Wednesday)
Integrated Enterprises (India) Ltd.
2ND Floor, “Kences Towers” No. 1 Ramakrishna Street
North Usman Road, T Nagar
Chennai – 600 017
Phone : 044 -28140801-03
Fax : 044 –28142479
Email : scuf@integratedindia.in
Registrar to the Issue
Contact Person : Mr. K Balasubramanian / Mr. S.Sriram
* The subscription list for the Issue shall remain open for subscriptions during banking hours for the period
indicated above, except that the Issue may close on such earlier date or extended date as may be decided
at the discretion of the duly authorised committee of Directors of our Company subject to necessary
approvals. In the event of such early closure or extension of the Issue, our Company shall ensure that notice
of the same is provided to the prospective investors, on or before such early date of closure or the initial
Closing Date, as the case may be, through advertisement/s in a leading national daily newspaper.
{1} BANKER TO THE ISSUE: Sr.No
.
1
2
3
4
5
6
7
Name of the Bank
Axis Bank Limited
HDFC Bank Limited
ICICI Bank Limited
Indusind Bank Limited
ING Vysya Bank Limited
State Bank of India
Yes Bank Limited
Controlling
Branch
Mumbai
Mumbai
Mumbai
Mumbai
Mumbai
Mumbai
Mumbai
---------------------------------------------------------------------------------------------------------------------------------------Integrated Enterprises (India) Limited, 2nd Floor, “Kences Towers”, No. 1 Ramakrishna Street, North
Usman Road, T Nagar, Chennai – 600 017 – Phone – 044-21840801-803 email: scuf@integratedindia.in
Collecting Branches:
Branches other than the Controlling Branch would be called as Collecting Branches. The
list of Branches is attached separately.
{2} BANK ACCOUNT & ACCEPTANCE OF APPLICATION FORMS BY BANKS: a. At the Controlling Branch the Banks have already opened bank accounts (i.e.
Collection Account) specified as follows:
“ESCROW ACCOUNT SCUF NCD PUBLIC ISSUE”
All the cheques/ demand drafts should have been drawn in favour of the above mentioned
account.
b. The designated branch on receiving the applications will acknowledge receipt by
stamping and returning the acknowledgment slip to the applicant. No separate
receipt shall be issued by the bank
c. All Cheques / Demand Drafts should be payable locally where the Application is
being submitted. Demand Draft charges, if any, shall be borne by the applicant
d. Cash / stockinvest/money orders/ postal orders will not be accepted; only
Cheque / Demand Draft / RTGS (for Category I investors) will be accepted
e. Stamp of the bank /branch should be put at the proper place provided for in the
application form
{3} CLOSURE OF SUBSCRIPTION LIST : The subscription list will close at the close of banking hours on Wednesday, September
26, 2012, unless it is pre-closed or extended by the Company and communicated to the
Controlling Bank branch.
Application received after the closure of the Issue should be returned to the applicant by
the bank with the reason “Received after the closure of Subscription List”.
{4} TRANSFER OF FUNDS: As per directions of the Controlling Branch.
---------------------------------------------------------------------------------------------------------------------------------------Integrated Enterprises (India) Limited, 2nd Floor, “Kences Towers”, No. 1 Ramakrishna Street, North
Usman Road, T Nagar, Chennai – 600 017 – Phone – 044-21840801-803 email: scuf@integratedindia.in
{5} DISPOSAL OF APPLICATION FORMS: Collecting Branches are requested to dispatch the Application Forms by Blue Dart or
reputed courier on Daily Basis to:
Integrated Enterprises (India) Ltd.
2ND Floor, “Kences Towers” No. 1 Ramakrishna Street
North Usman Road, T Nagar
Chennai – 600 017
Phone : 044 -28140801-03
Fax : 044 –28142479
Email : scuf@integratedindia.in
Contact Person : Mr. K Balasubramanian / Mr. S.Sriram
Collecting Branches should ensure, the Forms from all locations should reach the
Registrar within 24 hours of dispatch.
{6} (a) Interest on Application Money:The Company shall pay interest on application money on the amount allotted, subject to
deduction of income tax under the provisions of the Income Tax Act, 1961, as amended,
as applicable, to any applicants to whom NCDs are allotted pursuant to the Issue from
the date of realization of the cheque(s)/demand draft(s) or 3 (three) days from the date of
receipt of the application (being the date of presentation of each application as
acknowledged by the Bankers to the Issue) whichever is later upto one day prior to the
Deemed Date of Allotment, at the rate of 7% per annum.
(b) Interest on Refund Money:The Company shall pay interest on application money which is liable to be refunded to
the applicants in accordance with the provisions of the Debt Regulations and/or the
Companies Act, or other applicable statutory and/or regulatory requirements, subject to
deduction of income tax under the provisions of the Income Tax Act, 1961, as amended,
as applicable, from the date of realization of the cheque(s)/demand draft(s) or 3 (three)
days from the date of receipt of the application (being the date of presentation of each
application as acknowledged by the Bankers to the Issue) whichever is later upto one day
prior to the Deemed Date of Allotment, at the rate of 2.50% per annum.
Hence it is important that Bank provides the date of realisation of cheque/DD in the
Bank Schedule as also date of submission of application in the Bank branch.
---------------------------------------------------------------------------------------------------------------------------------------Integrated Enterprises (India) Limited, 2nd Floor, “Kences Towers”, No. 1 Ramakrishna Street, North
Usman Road, T Nagar, Chennai – 600 017 – Phone – 044-21840801-803 email: scuf@integratedindia.in
WHO ARE ELIGIBLE TO APPLY FOR NCDS?
As per the terms of the Prospectus, the following categories of persons are eligible to apply in the
Issue:
Category I
Institutional Investors






Resident
Public
financial institutions,
statutory
corporations,
commercial banks,
co-operative banks
and regional rural
banks incorporated
in
India
and
authorized to invest
in the NCDs;
Indian
Provident
funds,
pension
funds,
superannuation
funds and gratuity
funds, authorized to
invest in the NCDs;
Indian
venture
capital
funds
registered with SEBI;
Indian
insurance
companies
registered with the
IRDA;
National Investment
Fund; and
Indian Mutual Funds
registered with SEBI.





Category II
Non Institutional
Investors
Companies, bodies
corporate
and
societies, registered
under the applicable
laws in India, and
authorized to invest
in the NCDs;
Trusts settled under
the Indian Trusts
Act,
1882,
public/private
charitable/religious
trusts settled and/or
registered in India
under
applicable
laws,
which are
authorized to invest
in the NCDs;
Resident
Indian
scientific
and/or
industrial research
organizations,
authorized to invest
in the NCDs;
Partnership
firms
formed
under
applicable laws in
India in the name of
the
partners,
authorized to invest
in the NCDs; and
Limited
Liability
Partnerships formed
and
registered
under the provisions
of
the
Limited
Liability Partnership
Act, 2008 (No. 6 of
2009), authorized to
invest in the NCDs.
Category III
Non Reserved
Individual Investors
 Resident
Indian
individuals
who
apply for NCDs
aggregating to a
value more than Rs.
5 lacs, across all
Series of NCDs; and
 Hindu
Undivided
Families through the
Karta who apply for
NCDs aggregating
to a value more than
Rs. 5 lacs across all
Series of NCDs
Category IV
Reserved Individual
Investors
 Resident
Indian
individuals
who
apply for NCDs
aggregating to a
value not more than
Rs.5 lacs, across
all Series of NCDs;
and
 Hindu
Undivided
Families through the
Karta who apply for
NCDs aggregating
to a value not more
than
Rs.5
lacs,
across all Series of
NCDs;
---------------------------------------------------------------------------------------------------------------------------------------Integrated Enterprises (India) Limited, 2nd Floor, “Kences Towers”, No. 1 Ramakrishna Street, North
Usman Road, T Nagar, Chennai – 600 017 – Phone – 044-21840801-803 email: scuf@integratedindia.in
Bankers are also advised to go through the contents of the SEBI circular dated 27.07.2012, 22.04.2010
and ensure that you abide by the same in letter and spirit. We would however like to highlight few of those
things as under:
1. You are advised to collect the application forms ONLY from the Syndicate Members / Lead
Manager/ trading members during the Issue period or One day from the closure of the Issue as
the case may be.
2. You are required to issue a provisional certificate as per Annexure II for the amount collected by
you within two days from the closure of the Issue by 28/09/2012. (In case issue closes earlier
revised date will be communicated accordingly). We need to submit a monitoring report (Initial
Post Issue report) within 3 days of the issue closure. Any delay will result in non compliance of
these requirements.
3. You are advised to prepare a schedule of the applications and ensure that the payment
instruments received along with the same are sent into clearing at the earliest. Each of the forms
should be given bank serial numbers. Consolidated Schedule shall be prepared in the name of
the each bank branch with respective bank serial number. The format for the bank schedule is
enclosed in Annexure I
4. As stipulated in the SEBI circular, we will be forwarding the data received from the Stock
Exchange to the designated controlling branch of your bank for validating the data and application
amount. Please return the data duly updated with realization date of cheque and remarks about
the cheque return, if any.
5. You are required to start sending us the applications forms along with the bank schedules
(Annexure I) within four working days of the closure of the Issue as per the SEBI Circular. Kindly
ensure that these application forms are dispatched to the following address through a reputed
courier like Blue dart, etc.
Kind Attn: Mr.Balasubramanian K/ Mr.S.Sriram
Integrated Enterprises (India) Ltd.,
2nd Floor, Kences Towers, No 1 Ramakrishna Street,
North Usman Road, T.Nagar, Chennai – 600 017
Ph: 044-28140801/02/03
Email: scuf@integratedindia.in
6. Kindly submit the final certificate and cheque return statement (Annexure III) to us within four
working days of the closure of the issue by 01/10/2012 (in case issue closes earlier revised date
will be communicated accordingly). We request you to ensure that the same is given to us at the
latest by 5:00 pm on that day. The format for cheque return statement is given in Annexure III
We will start processing the Basis of Allotment based on your Final Certificates. Hence no
correction / revision will be allowed thereafter. Please ensure 100% accuracy while submitting the
Final Certificate.
7. The new process envisages the transfer of funds from Escrow Accounts to the public issue
account to take place on or before the 9th working day from the date of closure of the issue. You
are advised to ensure that the same is completed without fail.
8. You are therefore required to execute the instructions for transfer of the funds to the stipulated
refund account immediately on receipt of the same.
---------------------------------------------------------------------------------------------------------------------------------------Integrated Enterprises (India) Limited, 2nd Floor, “Kences Towers”, No. 1 Ramakrishna Street, North
Usman Road, T Nagar, Chennai – 600 017 – Phone – 044-21840801-803 email: scuf@integratedindia.in
9. You are advised to participate in all the conference calls that may be arranged by the Lead
Manager and provide all the details required for monitoring the issue.
We would also like to draw your attention to the stipulation that bankers shall be responsible for any act of
omission/ commission on their part including error in data entry, delays in submission of schedules /
applications resulting in the investor grievance and a claim for loss / damage / interest arising out of the
same.
Timelines for various activities are given below
Sl No
1.
2.
3.
4.
6.
Activity
Collection of applications from Syndicate members/Lead
Managers/ trading members
Provisional Certificate a (Annexure II)
Forwarding the application form and schedules (provide
courier name, consignment number and date) (Annexure -I)
Final Certificate, bank schedules, cheque return statement
(Annexure –III)
Transfer of funds to Public Issue and refund accounts
Timelines
(on or before)
T
T +2
T+4
T+3
T+8
IF THE TIMELINES GIVEN ABOVE ARE AT VARIANCE TO THE TIMELINES INDICATED IN THE
ESCROW AGREEMENT FOR ANY ONE OR MORE OF THE ABOVE ACTIVITIES, PLEASE
ENDEAVOUR TO ADHERE TO THE TIMELINE WHICH EVER IS EARLIER.
---------------------------------------------------------------------------------------------------------------------------------------Integrated Enterprises (India) Limited, 2nd Floor, “Kences Towers”, No. 1 Ramakrishna Street, North
Usman Road, T Nagar, Chennai – 600 017 – Phone – 044-21840801-803 email: scuf@integratedindia.in
Registrar’s & Escrow Bankers responsibilities
Serial
No.
Activity
Responsibility
1
On receipt of bid files from both the stock exchanges, the registrar
shall forward the data in the .CSV format as per the Annexure I
containing NON ASBA bids uploaded through syndicate / sub
syndicate members
Registrar
2
Issue provisional certificate for enabling us to file the Initial Post issue
report
ESCROW
BANKER
T+2
3
On receipt of data from the registrar on T+2, ESCROW BANKER
needs to reconcile the data with the physical forms received from
syndicate / sub syndicate members. A bank reference no. to be
mentioned on the application form. It is suggested to have different
series of nos. for each branch
ESCROW BANKER is required to update the file, received from
registrar, with bank reference no., Cheque/DD no., amount realized
date and remarks against each form.
ESCROW
BANKER
T+3
ESCROW
BANKER
T+3
On completion of the above activity, ESCROW BANKER need to
forward all the forms to the registrar with a list (sort of a scheduleAnnexure I). The duly updated data should be sent to the registrar by
email along with final certificate as per the format mentioned in the
Annexure III. This file needs to be preserved by the ESCROW
BANKER.
On receipt of the above file, the registrar shall reconcile the data and
final certificate. Any deviations shall be reported to ESCROW
BANKER possibly on same day.
Registrar to undertake “Technical Rejection” test based on
electronic bid details and prepare list of technical rejection cases.
ESCROW
BANKER
T+3
Registrar
T+4
Registrar
T+5
On completion of basis of allotment approved by the designated stock
exchange and allotment process, giving instruction to transfer the fund
to the Public issue account / Refund account
On receipt of the instruction from the Registrar Escrow Bank needs to
transfer the funds to the Public Issue account / Refund account
Registrar
T+8
ESCROW
BANKER
T+8
4
5
6
7
8
9
Due Date
(Working
Day)
T+2
---------------------------------------------------------------------------------------------------------------------------------------Integrated Enterprises (India) Limited, 2nd Floor, “Kences Towers”, No. 1 Ramakrishna Street, North
Usman Road, T Nagar, Chennai – 600 017 – Phone – 044-21840801-803 email: scuf@integratedindia.in
Annexure-I
BANK SCHEDULE
Note : Sl No 1 to 7 will be shared with you based on the data received from Stock Exchange.
Balance fields needs to be updated while providing the final schedule.
Kindly send the soft copy of the schedule on daily basis to Registrar through email:
scuf@integratedindia.in
---------------------------------------------------------------------------------------------------------------------------------------Integrated Enterprises (India) Limited, 2nd Floor, “Kences Towers”, No. 1 Ramakrishna Street, North
Usman Road, T Nagar, Chennai – 600 017 – Phone – 044-21840801-803 email: scuf@integratedindia.in
Cheque
return
status,if
any
Date of
realisation
Drawn on
bank
Cheque
date
(7)
Cheque
/DD No,
(6)
Amount
(5)
Option
(4)
No of Ncd
Category of
applicant
(3)
Name of
the
applicant
(2)
Application
Number
Date of
receipt
(1)
Bank Serial
No
Branch
Shriram City Union Finance Limited. – NCD issue 2012
ANNEUXURE II
PROVISIONAL CERTIFICATE
(To be given on the letter head of Controlling Branch of the Bank)
To
Integrated Enterprises (India) Ltd.
Kences Towers II Floor
No. 1 Ramakrishna Street
North Usman Road
T Nagar, Chennai – 600 017
This is to certify that the following applications have been collected by our branches with respect to the
Public issue of NCDs by Shriram City Union Finance Limited
Sl.
No
Branch
Total
Applications
Received
Total
NCDs
Applied
Total Amount
(Rs.) Collected
TOTAL
Further, we confirm that the FINAL SUMMARY will be provided to you on ______________________.
PLACE:
for NAME OF THE BANK
DATE:
(SIGNATURE WITH SEAL)
---------------------------------------------------------------------------------------------------------------------------------------Integrated Enterprises (India) Limited, 2nd Floor, “Kences Towers”, No. 1 Ramakrishna Street, North
Usman Road, T Nagar, Chennai – 600 017 – Phone – 044-21840801-803 email: scuf@integratedindia.in
ANNEXURE III
CONSOLIDATED FINAL CERTIFICATE
(To be given on the letter head of Controlling Branch of the Bank)
Integrated Enterprises (India) Ltd.
Kences Towers II Floor
No. 1 Ramakrishna Street
North Usman Road
T Nagar, Chennai – 600 017
This is to certify that the following applications have been collected by our branches with respect to the
Public Issue of NCDs by Shriram City Union Finance Limited
:
The branch wise summary for the forms received as below:
Date of Opening of Offer: ________________
Date of Closing of Offer: _________________
Srl
No.
Bank Branch
Gross Collection (1)
Cheque Returns (2)
Net Collections (1-2)
Applns
Applns
Applns
Amount
Amount
Amount
1
2
3
4
5
We certify that all the applications received by us for the issue have been handed over to the Registrars to
the Issue and no further applications are pending with us and all Cheques / Bank Drafts have been
accounted for.
We have not received any applications after the closing date for the Public Issue. We have not accepted
any application along with cash.
We confirm that Applications of dishonoured cheques, if any, have been removed from the schedule.
SIGNATURE OF CONTROLLING BANK OFFICIAL
NAME OF THE BANK
BRANCH ADDRESS
DATE
---------------------------------------------------------------------------------------------------------------------------------------Integrated Enterprises (India) Limited, 2nd Floor, “Kences Towers”, No. 1 Ramakrishna Street, North
Usman Road, T Nagar, Chennai – 600 017 – Phone – 044-21840801-803 email: scuf@integratedindia.in
Download