CIRCULAR

SEBI/HO/OIAE/IGRD/P/CIR/2022/0151 November 07, 2022

To
All Companies whose securities are listed on SEBI recognized Stock Exchanges
(Through the Stock Exchanges)
All recognized Stock Exchanges
All registered Merchant Bankers

Dear Sir/Madam,

Subject: Master Circular on issuance of No Objection Certificate (NOC) for release

of 1% of Issue Amount

1. As per the provisions of regulation 38 (1) of Securities and Exchange Board of India
(Issue of Capital and Disclosure Requirements) Regulations, 2018 (ICDR
Regulations), the issuer, before the opening of the subscription list, is mandated to
deposit with the designated stock exchange (DSE), 1% of the issue size available for
subscription to the public. This amount of 1% shall be released to the issuer after
obtaining the NOC from SEBI.

2. For the purpose of obtaining the NOC from SEBI, the issuer is required to submit an
application on its letter head addressed to SEBI in the format specified in Annexure
– A, after the expiry of 2 months from the date of listing on the latest stock exchange
which permitted listing.

3. The application for NOC shall be filed by the Post Issue Lead Merchant Banker
(PILMB), provided that all issue related complaints have been resolved by the PILMB/
issuer, with the concerned designated office of SEBI under which the registered office
of the issuer falls, as specified in Annexure – B.

4. On the date of application for NOC, the bank guarantees, if any, which form part of the
1% deposit by issuer shall have a residual validity of minimum of 2 months.

5. The PILMB shall submit a certificate confirming that all the Self-Certified Syndicate
Banks (SCSBs) involved in Application Supported by Blocked Amount (ASBA) have
unblocked ASBA accounts. The application for NOC shall be considered incomplete
by SEBI if the application for NOC is not accompanied by a confirmation by PILMB
that all the accounts in ASBA have been ‘unblocked’.
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6. SEBI shall issue the NOC after satisfying itself that the complaints arising from the
issue received on SEBI Complaint Redress System (SCORES) against the issuer
have been resolved to its satisfaction, the issuer has been submitting Action Taken
Reports on the complaints in the format as specified in Annexure – C and the fees
due to intermediaries associated with the issue process including ASBA Banks have
been paid by the issuer.

7. All companies whose securities are listed on the stock exchanges and all registered
merchant bankers are advised to comply with the aforesaid terms and conditions.

8. The Stock Exchanges are accordingly advised to:

i. bring the provisions of this circular to the notice of all the companies whose
securities are listed in the exchange and also to disseminate the same on the
website of the stock exchange.

ii. make amendments to the relevant bye-laws, rules and regulations for the
implementation of the terms of this circular, if necessary.

9. This Circular rescinds the following circulars/directions issued by SEBI in this regard
till date and shall come into force from the date of its issue:

i. Circular no. OIAE/Cir-1/2009 dated November 25, 2009

ii. Circular no. CIR/OIAE/001/2015 dated November 30, 2015
iii. Circular no. SEBI/HO/OIAE/IGRD/CIR/P/2021/588 dated July 05, 2021

10. Notwithstanding such rescission,

a. anything done or any action taken or purported to have been done or taken under
the rescinded circulars, prior to such rescission, shall be deemed to have been
done or taken under the corresponding provisions of this Master Circular;

b. any application made to the Board under the rescinded circulars, prior to such
rescission, and pending before it shall be deemed to have been made under the
corresponding provisions of these regulations;

c. the previous operation of the rescinded circulars or anything duly done or

suffered thereunder, any right, privilege, obligation or liability acquired, accrued
or incurred under the rescinded circulars, any penalty, incurred in respect of

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 any violation committed against the rescinded circulars, or any investigation,
legal proceeding or remedy in respect of any such right, privilege, obligation,
liability, penalty as aforesaid, shall remain unaffected as if the rescinded
circulars has never been rescinded;

11. This Circular is issued in exercise of powers conferred under Section 11(1) of the
Securities and Exchange Board of India Act, 1992 to protect the interests of investors
in securities and to promote the development of, and to regulate the securities market.

12. This Circular is available on SEBI website at www.sebi.gov.in.

Yours faithfully,

Vandana Rajesh Kumar

Deputy General Manager
Investor Grievance Redressal Division
Office of Investor Assistance and Education
Tel No. 022 26449646
Email id - [email protected]

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 Annexure – A
(to SEBI/HO/OIAE/IGRD/P/CIR/2022/0151 dated November 07, 2022)

APPLICATION FORM FOR ISSUE OF NO OBJECTION CERTIFICATE FOR RELEASE

OF 1%
DEPOSIT PLACED WITH THE DESIGNATED STOCK EXCHANGE

Item Details
1. Issuer Company with ROC registration number

2. Designated Stock Exchange (DSE)

3. Post Issue Lead Merchant Banker (PILMB)

4. Registrar to the Issue (RTI)

5. 1% deposit details:

a. Cash component
b. Bank Guarantee
c. Total
d. Date of expiry of Bank Guarantee, if applicable
(min 2 months remaining validity; enclose copy)

6. Issue details for which NOC is sought:

a. Issue type & security issued

b. Number of securities offered
c. Offer price per security for different categories
d. Issue size / amount raised
e. Issue open and close date
f. Subscription and allotment details

Category Application details Allotment details Refund

amount
No. of Number Value Number Number of Valu (Rs.)
Appl. of (Rs.) of securities e
receiv securitie Allottees (equity (Rs.)
ed s (Equity shares)
shares)

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7. Listing details:

a. Date of grant of permission to list securities on

DSE
b. In case of delay in listing, give reasons.
In case of multiple Listing:
c. Names of all the Stock Exchange (SE) mentioned
in the prospectus
d. Whether listing permission is obtained from all
SEs mentioned in the prospectus along with date
of permission to list
e. Whether 2 months is complete from the last date of
obtaining listing permission from SE
(Enclose copy(ies) of letter(s) from SE(s) granting
permission to list the securities)

Post issue obligations as per format:

Despatch / credit details First date Last date Despatch mode

Refund Orders / ECS credit

Instructions to all SCSBs for ASBA
applicants
Allotment advice
Certificate / demat credit
Enclose certificate of the RTI, counter signed by the PILMB, confirming
o Despatch of refunds, allotment letters & certificates
o ECS, demat credit and instructions to Self-Certified Syndicate Banks pertaining to all
applicants, including NRIs.

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8. Grievance redressal system:

A note on the existing complaint redressal system followed by the Company/Registrar to

the Issue highlighting
a. Name, address, e-mail address & phone number of Compliance officer
b. Infrastructure
c. Manpower
d. computer back-up
e. average time taken in solving the complaints and
f. Performance in redressal of investor complaints (status on a recent date as per
following format):
Source Received Resolved Pending*
SEBI
Stock Exchange(s)
Investors’ Associations / Others
Direct
Total
* Give reasons for pending complaints, if any.
Enclose certificate from PILMB/RTI’s that no investor complaints are pending against the
issuer as on date

9. Status of Refund Account:

a. Total amount transferred to Refund Account

b. Names of refund bankers
c. Consolidated balance outstanding in Refund
Accounts as of latest date (enclose bank
certificates)

10. Status of Securities Escrow Account:

a. Total number of securities transferred to the

securities escrow account
b. Balance outstanding in Securities Escrow
Accounts as of latest date (enclose DP certificate /
statement)

11. Certificate from the DSE to the issuer company

that the fees and commissions of all intermediaries
associated with the issue including ASBA
commission to banks have been paid by the
company

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12. Additional compliance requirement only if there is balance in the Refund Account /
Securities Escrow account:
a. Arrange to issue two reminders to all the applicants whose funds / securities are
lying in the refund account / escrow account, with a gap of one month, and furnish
information as per tables below. Also arrange to submit copies of two specimens
of the letters sent, proof of their despatch and a fresh Refund Bankers certificate /
DP statement, after completion of the exercise.

Table I: Additional information where there is balance in the Refund Account

Date of Mode of No. of cases Value

despatch despatch Rs.
1st Reminder
2nd Reminder
Balance after latest
reminder

Reasons for pending refund cases, if any, as on date:

No. of Value Rs.
cases
a. Refund Orders despatched but not
encashed
b. Refund Orders returned undelivered
c. Any other (give details)
Total

Table II: Additional information where there is balance in the Securities Escrow
Account

Date of Mode of No. of No. of

despatch despatch cases shares
1st Reminder
2nd
Reminder
Balance after latest reminder

Reasons for pending credit of shares, if any, as on date:

No. of No. of shares
cases
a. Name mismatch
b. Inactive Demat account
c. Invalid Demat account
d. Any other (give details)

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 Total
N.A..: Not applicable

b. Furnish additional certification from PILMB / RTI that:

 all applications for which refund of money or credit of shares is pending have
been physically verified and they are not pending due to any data entry error.
 the refund of money or credit of shares, if any, is pending after all efforts were
made to communicate to the applicants viz., address as in the application,
address as in the demat account, email, phone calls.

13. Any other information:

CERTIFIED that the information given above and also in the enclosures are true to the
best of our knowledge and no refund orders/allotment letters/certificates are pending for
despatch / credit in respect of the issue.

For Company

(Name & Signature of Authorised Signatory) Place:

Date:

Countersigned by:
Post Issue Lead Merchant Banker

(Name & Signature of Authorised Signatory) Place:

Date:

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 Annexure – B
(to SEBI/HO/OIAE/IGRD/P/CIR/2022/0151 dated November 7, 2022)

Jurisdiction of Regional offices / Head office of SEBI for processing application for NOC

SEBI Office Registered Office of the issuer

company
SEBI (Head Office) Maharashtra
SEBI Bhavan
Plot No.C4-A,'G' Block,
Bandra Kurla Complex,
Bandra (East), Mumbai – 400 051
Tel. Board: +91-22-26449000 / 40459000
Fax : +91-22-26449019-22/40459019-22

SEBI - Northern Regional Office Haryana, Himachal Pradesh,

NBCC Complex, Office Tower-1, Jammu and Kashmir, Ladakh,
8th Floor, Plate B, East Kidwai Nagar, Punjab, Uttar Pradesh, Chandigarh,
New Delhi - 110023 Uttarakhand and Delhi.
Tel. Board: +91-011-69012998
SEBI - Southern Regional Office Andhra Pradesh, Telangana,
Overseas Towers, 7th Floor, 756-L, Karnataka, Kerala, Tamilnadu,
Anna Salai, Chennai - 600002 Pondicherry and Lakshwadeep &
Tamil Nadu Minicoy Islands.
Tel. Board: +91-44- 28880222/ 28526686
Fax: +91-44 -28880333
SEBI - Eastern Regional Office Assam, Bihar, Manipur, Meghalaya,
L&T Chambers, 3rd Floor, Nagaland, Orissa, West Bengal,
16 Camac Street, Arunachal Pradesh, Mizoram,
Kolkata – 700 017 Tripura, Sikkim, Jharkhand and
Tel : +91-33-23023000 Andaman & Nicobar Islands.
Fax: +91-33-22874307
SEBI Bhavan, Gujarat, Rajasthan, Madhya
Western Regional Office Pradesh, Chhatisgarh, Goa, Diu,
Panchvati 1st Lane, Gulbai Tekra Road, Daman and Dadra & Nagar Haveli.
Ahmedabad - 380006, Gujarat
Telephone: 079-26583633-35
Fax: 079-26583632

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 Annexure – C
(to SEBI/HO/OIAE/IGRD/P/CIR/2022/0151 dated November 7, 2022)

ACTION TAKEN REPORT - PROFORMA FOR SENDING RESPONSES TO SEBI FOR

INVESTOR GRIEVANCES

(i) The proforma in which companies shall send their responses to investor
complaints is as specified below.
(ii) The proforma shall be strictly adhered to, failing which the status of the complaint
will not be updated by SEBI.

Sr. Complaint Type/ Name of Date of Action taken in brief

No. Ref. No. Category complainant action
1. nature of action taken
2. instrument & despatch details
(Table I & II)
[or]
correspondence & despatch
details
(Table III)
[or]
stay details

ATR shall contain the following details / information / documents:

• Where the company has made payment or despatched securities, then the ATR
should contain details of instrument as mentioned in Table I along with details of
despatch as mentioned in Table II.
• Where the complaint is pending for redressal as additional documents / information
has been sought from the complainant then, the ATR should contain details mentioned
in Tables III and II B.
• Wherever a matter is sub-judice, it has to be indicated and copy of the stay / injunction
obtained should be enclosed

Table I: Instrument details

A. A. Refund / Dividend / If through Physical mode If through Electronic mode
Interest / Redemption /
unblocking

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 1. Amount payable 1. Payment instrument 1. Bank account No.
2. Amount paid no. 2. RBI sequence No.
3. Reason for the 2. MICR No. 3. Date of credit
difference, if any. 3. Advice by banker reg 4. Advice by banker reg credit
credit / encashment in / encashment in case the
case the instruments instruments has been
has been despatched despatched more than 30
more than 6 months days ago.
ago. 5. Copy of instruction to self-
certified syndicate bank for
unblocking (ASBA)
B. B. Securities If Physical instrument If credited Electronically
sent
1. No. of units entitled 1. Certificate No. 1. DPID, Client ID
2. No. of units allotted 2. Distinctive No. 2. Date of credit
3. Reason for 3. Folio No.
difference, if any.

Table II: Despatch details of Securities / Payment instrument

If Physical instrument sent If credited Electronically

1. Due date for despatch 1. Due date for instruction.
2. Date of despatch 2. Date instruction given.
3. Mode of despatch
4. Despatch No.

Table III: Documents/Information sought from the complainant:

1) Copy of letter sent to the investor seeking documents/information.

2) Two subsequent reminders are required to be sent with a gap of one month
between despatches
3) Details of correspondences to complainant:
a) Mode of despatch
b) Despatch No.
c) Date of despatch

For all types of complaints, the action taken should be intimated to the complainant.

******

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