2. Introduction
Investment in stock market can be done in two ways:
• Through the secondary market by investing in the stocks of
the company which are already listed on Stock Exchange
• Through the primary market by participating in an IPO
When a company issues its shares to the general public for
the first time, it is called an initial public offering or IPO
3. How do IPOs Work
•A company decides to
take out an IPO, and
fixes the number of
shares and price, at
which the offer will be
made to the public.
Step 1
•Investors then apply for
shares of this company,
and normally, most
IPOs get applications for
more shares than the
total offer.
Step 2 •Whenever the
applications are more
than the offer,
companies make partial
allotment to investors.
Step 3
Most of the People are keen to take the IPO route as the price at which an IPO is
offered is commonly perceived to be at a discount to its fair value. Due to this, when
the stock gets listed, its value may increase thereby making quick profit for those who
got in on the IPO.
4. The IPO Process in India
Appointment of merchant banker
Registration of offer document
Marketing of the issue
Post- issue activities
5. IPO Process
IPO Process
Fixed price
method
Book
building
method
Issue
Type
Offer Price Demand Payment Reservations
Fixed
Price
Issues
Price at which the
securities are offered
and would be allotted is
made known in advance
to the investors
Demand for the
securities offered is
known only after the
closure of the issue
100 % advance
payment is required
to be made by the
investors at the time
of application.
50 % of the shares
offered are reserved for
applications below Rs.
1 lakh and the balance
for higher amount
applications.
Book
Building
Issues
A 20 % price band is
offered by the issuer
within which investors
are allowed to bid and
the final price is
determined by the issuer
only after closure of the
bidding.
Demand for the
securities offered ,
and at various prices,
is available on a real
time basis on the
exchange website
during the bidding
period.
10 % advance
payment is required
to be made by the
QIBs along with the
application, while
other categories of
investors have to pay
100 % advance along
with the application.
50 % of shares offered
are reserved for QIBS,
35 % for small investors
and the balance for all
other investors.
6. Type Of Investors
Investors can apply for shares in an IPO in 5 different categories:
Retail Individual Investor (RII):
•Investors can not apply for more than Rs Two lakh (Rs 2,00,000) in
an IPO.
•Retail Individual investors have an allocation of 35% of shares of
the total issue size in Book Build IPO's.
•NRI's who apply with less then Rs 2,00,000 /- are also considered
as RII category.
High Net worth Individual (HNI): If retail investor applies more
then Rs 2,00,000 /- of shares in an IPO, they are considered as HNI.
Non-institutional bidders:
•NRI's, Companies, Trusts etc. who bid for more than Rs 2 lakhs.
They need not to register with SEBI.
•Have an allocation of 15% of shares of the total issue size in Book
Build IPO's.
7. Qualified Institutional Bidders (QIB's)
• Financial Institutions, Banks, FII's and Mutual Funds who are registered with
SEBI
• Mostly representatives of small investors who invest through mutual funds,
ULIP schemes of insurance companies and pension schemes.
• QIB's have an allocation of 50% of shares of the total issue size in Book Build
IPO's.
Anchor Investor: SEBI introduced the concept of anchor investors in 2009 to
improve the price discovery during Initial Public Offers (IPOs).
• QIB making an application for a value of Rs 10 crore or more through the
book-building process.
• No merchant banker, promoter or their relatives can apply for shares under
the anchor investor category.
• In offers of size less than Rs.250 crore, there can be a maximum of 15 anchor
investors, but in those over Rs.250 crore, SEBI recently removed the cap on
number of anchor investors.
QIB's are prohibited by SEBI to withdraw their bids after the close of the
IPOs. Retail and non-institutional bidders are permitted to withdraw their
bids until the day of allotment.
8. Disclosure :
Promoter’s Contribution
SEBI Requirements:
In a public issue by an unlisted company, the promoters
shall contribute not less than 20% of the post issue capital.
The promoters shareholding after offer for sale shall not
be less than 20% of the post issue capital.
10. Opinion
Just Dial contribution in Post-Issue Capital is 33.1% which is only 4% less than pre- Issue Capital of
37.2%. Wherein TBZ Promoter’s contribution in Post-Issue Capital is 71% which is only 20% less
than pre- Issue Capital of 93.2%.
Both companies promoter’s contribution after post-issue is more than 20% therefore both the
companies are complying with the requirements of SEBI guideline.
However Just dial is reducing promoter’s contribution by only 4% compare to 20% of TBZ. The
promoter holding post issue is more in TBZ(70%) than in JUST DIAL (33%), which influences an
investors confidence.
More the promoter contribution the higher the trust of the promoters of the company in the
company, but on the other hand it also indicates more control. SEBI has given the limit to
promoter’s contribution of 75%.
More the promoter contribution more is the benefit of dividend.
Eg:- SUN group has promoter contribution of 75% and 200% dividend was declared on 5 paid
up(2013), thus promoters earning more in this process.
11. Disclosure :
Lock In Requirements
SEBI Requirements:
In case of any issue of capital to the public the minimum promoters’ contribution shall
be locked in for a period of 3 years.
In case of a public issue by unlisted company, if the promoters’ contribution in the
proposed issue exceeds the required minimum contribution, such excess contribution
shall also be locked in for a period of (one year).
The entire pre-issue capital, other than that locked-in as minimum promoters’
contribution, shall be locked-in for a period of one year from the date of allotment (in
the proposed public issue).
12. JUST DIAL
20.06% of the post-Issue shareholding of the Company held by the Promoters
and locked in for three years, the balance pre-Issue share capital of the
Company will be locked in for a period of one year from the date of Allotment
in this Issue.
The details of the equity shares held by their promoters –
Date of
Transaction
and when
made fully
paid-up
Nature of
Transaction
No. of
Equity
Shares
Face
Value(Rs.)
Issue/ Acquisition
Price per Equity
Share (rs)
percentage
of post-offer
paid-up
capital(%)
V.S.S Mani
April 24,
2010
Bonus issue 11,948,430 10 - 17.08
Anita Mani
April 24,
2010
Bonus issue 329,142 10 - 0.48
Ramani Iyer
April 24,
2010
Bonus issue 855,080 10 - 1.22
V. Krishnan
April 24,
2010
Bonus issue 855,233 10 - 1.22
Total 20.00
13. TBZ
In addition to the 20% of the fully diluted post-Offer
shareholding of the Company held by Promoters and
locked in for three years.
Accordingly, Equity Shares, aggregating up to 13,375,020
i.e. 20.06 % of the post Issue capital of the Company held
by the Promoter, shall be locked in for a period of three
years from the date of Allotment in the Issue.
14. Date Of
acquisition
And
allotment
Nature of
Transaction
Nature of
consideration
No. of
Equity
Shares
Face
Value(Rs.)
Issue/ Acquisition
Price per Equity
Share (rs)
percentage
of post-
offer paid-
up
capital(%)
Shrikant Zaveri
October 7,
2010
Bonus issue Bonus issue
in the ratio of
1:4*
10,545,730 10 - 15.82
Binaisha Zaveri
October 7,
2010
Bonus issue Bonus issue
in the ratio of
1:4*
1,516,895 10 - 2.28
Raashi Zaveri
October 7,
2010
Bonus issue Bonus issue
in the ratio of
1:4*
1,312,395 10 - 1.97
Total 13,375,020 20.06
15. Opinion
Pursuant to the SEBI Regulations, an aggregate of 20% of the post-
Issue Equity Share capital of the Company shall be locked in by the
Promoter for a period of three years from the date of Allotment.
Accordingly, just dial locked in Equity Shares of 13,987,855
aggregating up to 20% of the post-Issue capital of the Company held
by the Promoter, for a period of three years from the date of
Allotment in the Issue.
And TBZ locked in Equity Shares of 13,375,020 aggregating up to
20.06% of the post-Issue capital of the Company held by the
Promoter, for a period of three years from the date of Allotment in the
Issue
16. Disclosure : Litigations
SEBI Requirements-
Outstanding litigations involving the promoter and group companies
1] All pending litigations in which the promoters are involved, defaults
to the financial institutions/ banks, shall be listed in the prospectus
together with the amounts involved and the present status of such
litigations/ defaults. The likely adverse effect of these litigations/
defaults, etc. on the financial performance of the issuer company shall
also be mentioned.
2] Further, the cases of pending litigations, defaults, etc. in respect of
companies/ firms/ ventures with which the promoters were associated
in the past but are no longer associated shall also be disclosed in case
their name(s) continues to be associated with particular litigation(s).
17. TBZ
Litigation against the Company
Litigation against Subsidiaries
SR.
NO.
NATURE OF CASES
NO. OF
OUTSTANDING
CASES
AMOUNT INVOLVED (IN
MILLION)
1 Property
Proceedings
1 Not ascertainable
2 Labour Proceeding 1 Not ascertainable
3 Tax Proceeding 4 4.98
SR.
NO.
NATURE OF
CASES
NO. OF OUTSTANDING
CASES
AMOUNT INVOLVED (IN
MILLION)
1 Tax Proceeding 1 0.19
18. Litigation against Directors
An adverse outcome in any of these proceedings
may affect the reputation and standing and could
have an adverse effect on business, financial
condition and results of operations.
SR.
NO.
NAMEOF
DIRECTORS
NO.OF
OUTSTANDINGCASES
AMOUNTINVOLVED(IN
`MILLION)
1 Ajaymehta 2 Notascertainable
19. JUSTDIAL
Litigations Against the Company
NATURE OF LITIGATION NUMBER OF OUTSTANDING
LITIGATION
AMOUNT INVOLVED ( IN
MILLION)
Criminal Cases 3 -
Civil Cases 3 0.2
Consumer Complaints 14 1.9
Income Tax 8 14.8
ESI Act 1 6.5
Employees Compensation
Act
1 0.2
Notices 66 15.7
Other Proceedings 1 -
Past penalties 1 0.2
20. Litigations against the Directors
NAME OF DIRECTOR NATURE OF LITIGATION NUMBER OF
LITIGATION
AMOUNT INVOLVED
(IN MILLIONS)
V.S.S. Mani Consumer Complaint 2 1.1
Criminal Cases 3 -
Income Tax 2 1.6
Notices 3 2.7
Sanjay Bahadur Consumer complaints 1 0.8
Criminal Cases 1 -
Excise cases 2 -
Ramani Iyer Consumer Complaints 1 0.8
Criminal Cases 1 -
V. Krishnan Consumer Complaints 1 0.8
Criminal Cases 1 -
Ravi Adusumalli Consumer Complaints 1 0.8
Criminal Cases 1 -
B. Anand Consumer Complaints 1 0.8
Criminal Cases 1 -
Malcom Monterio Consumer Complaints 1 0.8
Criminal Cases 1 -
Shailendra Jit Singh Consumer Complaints 1 0.8
Criminal Cases 1 -
21. Opinion
TBZ’S promoters are not involved in any litigation. Also
the total number of litigations and the risk of business
getting affected is far less.
Ajay Mehta is involved in a criminal case for obtaining
ammonia at a discount. The matter is still pending.
In the case of Just Dial a number of litigations against the
company and the promoters have been filed involving
cheating etc
Thus on comparison , based on the number of litigations
and their grievousness Company TBZ holds a better stand
than that of Just Dial and hence would be fair enough to
invest into TBZ on this basis .
22. Disclosure : Allotment of Shares
It means an appropriation of a certain number of
shares to an applicant in response to his application
for shares. Allotment means distribution of shares
among those who have submitted written
application.
23. JUSTDIAL
At least 75% of the Offer was allotted on a
proportionate basis to QIBs.
The Offer received 155,879 applications for
158,800,243 Equity Shares resulting in 9.08 times
subscription.
Public offer -17,497,458 equity shares
Price - Rs 530 per equity share for QIB and non-
institutional bidders
Price- Rs 483 per equity share for retail individual
bidders aggregating up to Rs. 9,191.41 million
A discount of Rs. 47 per equity share has been
offered to retail individual bidders.
24. TBZ
Not more than 50% of the Issue was
allocated on a proportionate basis QIB.
Public issue - 16,666,667 equity shares
Price Rs 120 per equity share aggregating
to Rs. 2,000 million.
The Issue received 7,252 applications
for 19,474,470 equity shares resulting in
1.17 times subscription
25. Opinion
The overall investor participation was seen much
more higher for Justdial as compared to TBZ.
The Justdial IPO was a successful one as it got
oversubscribed by 9.09 times.
When an issue is oversubscribed shares are being
allotted on proportionate basis and lottery system is
used.
26. Disclosure : Risk Factors
An investment in our Equity Shares involves a high
degree of risk.
The financial and other related implications of the risk
factors, wherever quantifiable, are disclosed in the
Offer document.
However, there are certain risk factors where the
effect is not quantifiable and, therefore, cannot be
disclosed in such risk factors.
Risk Type:
Internal Risk Factors
External Risk Factors
27. SEBI Requirements:
The risk factor must be determined on
the basis of their materiality.
The risk factor must appear in the
prospectus in the following manner:
Risk forecasted by the management.
Proposals if any to address the risk.
28. Just Dial
Internal Risk Factors External Risk Factors
Controlled by Promoters and Promoter Group
after the Offer i.e. 33.1% of outstanding
Equity shares.
Changing laws, legal uncertainties,
adverse application of tax laws and
regulations.
Reliability on Telecommunications and
Information Technology System;
Proper functioning of the company’s website.
Future issuance of Equity Shares may
dilute your shareholdings
Depend on our brand recognition and failure
to maintain and enhance awareness of our
brand
would adversely affect our ability to retain
and expand users.
Failure to successfully adopt
International Financial Reporting
Standards (IFRS) when required
under Indian law could have a
material adverse effect on stock
price.
Ability to expand our business outside India
may be limited.
Political instability/
Change in economic liberalization
Outstanding Criminal Proceedings Against
Our Company, Managing Director And Certain
Directors And Employees
Government regulation of foreign
ownership of Indian securities
29. TBZ
Internal Risk Factors External Risk Factors
Promoters have significant control over us,
and have the ability to direct business
their interests may conflict with your
interests of other shareholders.
Jewellery purchases are discretionary
and may be particularly affected by
adverse trends in the Indian economy.
Business depends on our ability to maintain
consistency in customer service and other
operations.
Taxes and other levies imposed by the
Government may have a material
adverse effect on our business, financial
condition and results of operations.
Outstanding legal proceedings involving
the Company, Directors and the Group
Company
The Indian retail jewellery industry is
extremely competitive.
Not registered jewellery designs under the
Design Act, 2000 and thus may lose
revenue if our designs are duplicated by
competitors.
Increases in the prices of gold and
diamonds may have an adverse effect on
the demand for jewellery
30. Disclosure : Pricing
Determining the IPO price is important part of the IPO
process.
To help determine the IPO price range, underwriters and
the company will typically look at a variety of factors
including:
The amount of stock being sold in the IPO.
The structure of the private ownership of the company.
The potential growth of the company.
The profitability of the company’s business model.
The current stock prices of public companies in that
industry.
The general trend of the overall stock market
31. Just Dial - P&L at the time of the IPO
NAV per share is the expression of the value of a company or fund per
share.
NAV rose sharply, 4 times to 60.4 during FY13. Post-issue the NAV
has risen to 76.19 due to increase in assets to 7650 million in FY14
from 6074 million in FY13.
10.53 15.13 15.87
60.4
76.19
0
20
40
60
80
FY10 FY11 FY12 FY13 FY14
(in ₹)
Net Asset value per share
FY10
(in ₹) FY11
(in ₹) FY12
(in ₹) FY13
(in ₹) FY14
32. 1347.63
1876.6
2752.15
3764.11
5012.42
0
1000
2000
3000
4000
5000
6000
FY10 FY11 FY12 FY13 FY14
TOTAL INCOME
FY10
FY11
FY12
FY13
FY14
CAGR
38.87%
in ₹ million
The Company operates a prepaid revenue model and advances. Revenue from
local search operations is derived from various service offerings to Small and
Medium Enterprises (SMEs).
Post issue the total income has increased by 33% in FY14.
33. Profit after tax for the year increased by 76.18% from `684.57
million in FY 2012-13 to `1,206.08 million in FY 2013-14.
The pre-issue PAT growth stood at 35%.
193.25
288.25
505.81
684.57
1,206.08
-
200.00
400.00
600.00
800.00
1,000.00
1,200.00
1,400.00
FY10 FY11 FY12 FY13 FY14
Profit After Tax
FY10
FY11
FY12
FY13
FY14
CAGR
58.06%
34. The Company’s (EBITDA) margin stands at 30.83% of the total
income in the year ended March 31, 2014.
CAGR of 47% is recorded.
303.70
453.87
672.30
1,007.19
1,421.98
-
200.00
400.00
600.00
800.00
1,000.00
1,200.00
1,400.00
1,600.00
FY10 FY11 FY12 FY13 FY14
EBITDA
FY10
FY11
FY12
FY13
FY14
CAGR
47.1%
35. TBZ - P&L at the time of the IPO
The increase in revenue primarily pertains to full
year of operations of new showrooms added during
the previous year.
The increase is also attributed to higher sales
emanating from the addition of new showrooms.
8825.2
11944.6
13870.8
16642.2
18309.6
0
3000
6000
9000
12000
15000
18000
21000
FY10 FY11 FY12 FY13 FY14
TOTAL INCOME
FY10
FY11
FY12
FY13
FY14
CAGR
20%
36. The Company witnessed a decline in PAT of 35.23% as
compared to the previous year. The drop in the PAT margin
was due to higher interest costs on account of gradual phasing
out of low-cost gold loan model.
Post issue the company’s PAT increased by 50%in the FY13.
169.40
404.20
571.90
850.00
550.60
-
100.00
200.00
300.00
400.00
500.00
600.00
700.00
800.00
900.00
FY10 FY11 FY12 FY13 FY14
Profit After Tax
FY10
FY11
FY12
FY13
FY14
CAGR
34%
37. 6
The Company has witnessed a 9.88% decline in EBITDA in 2013-14.
The decline is attributed to reduction in Gross Profit margins and
increase in overheads on account of addition of new showrooms.
Post issue in FY13 the ebitda declined to 23% as compared to 44% pre
issue
474.70
873.20
1,236.70
1,531.00
1,393.40
-
200.00
400.00
600.00
800.00
1,000.00
1,200.00
1,400.00
1,600.00
1,800.00
FY10 FY11 FY12 FY13 FY14
EBITDA
FY10
FY11
FY12
FY13
FY14
CAGR
31%
38. Opinion- Comparing Justdial &TBZ
At the time of the issue TBZ’s PAT was more than Just dial
which is reverse in current scenario. Just dial went for the IPO
in 2011 while TBZ in 2012 and Just dial has increased its PAT 4
times since the time of the issue while TBZ is still having
problems to make it a multiple of 2 since the time of issue.
As per quarter results 30 June 2014, Just dial has PAT of 341.5
million ₹ while TBZ has a PAT of 116.98 million ₹. TBZ s
suffering from high debt levels due to stoppage of the gold-loan
scheme. The finance cost have shot up by 47% in the FY14.
Just Dial is growing at a much faster rate than TBZ and is good
to invest, but in the long run TBZ would prove to be a good
investment.
39. Disclosure : IPO Grading
IPO grading is the grade assigned by a Credit Rating
Agency registered with SEBI, to the initial public
offering (IPO) of equity shares or any other security
which may be converted into or exchanged with
equity shares at a later date.
40. Just Dial
CRISIL has assigned a IPO grade ‘5/5’
It has successfully grown its paid campaigns by
more than four times over FY09-12 to 171,000 in
end-FY12 (195,100 in 9MFY13) and enjoys 100%
advance payments from its clients, who are mostly
micro, small and medium enterprises (MSMEs).
Just Dial has grown its revenues at a four-year CAGR
of 39% to 2,621 mn in FY12 and improved its PAT
margin to 20% in FY12 from 2.4% in FY08.
RoE improved to 53.6% in FY12 from 6.7% in FY08.
41. TBZ
CRISIL has assigned a IPO grade of ‘3/5’
Opening of new stores will also put pressure on
profitability due to higher marketing expenses and
working capital requirement.
Tribhovandas Bhimji Zaveri brand being used by
other Zaveri family members, the risk of brand
dilution cannot be ignored, especially if they
underperform on quality.
42. Disclosure : Capital Structure
SEBI requirements:
The capital structure shall be presented in the following
manner:
(a) Authorised, Issued, Subscribed and Paid up capital.
(b) Size of the present issue, giving separately promoters
contribution, firm allotment/ reservation for specified
categories and net offer to public.
(c) Paid-up Capital.
(i) After the issue.
(ii) After conversion of securities (if applicable).
(d) Share Premium Account (before and after the issue).
43. Just Dial
Aggregate Value at
Face Value
Aggregate Value at
Offer Price
A AUTHORISED SHARE CAPITAL
100,000,000 Equity Shares 1,000,000,000
1,200,000 Preference Shares 12,000,000
Total 1,012,000,000
B ISSUED, SUBSCRIBED AND PAID-UP CAPITAL
BEFORE THE OFFER
69,872,750 Equity Shares 698,727,500
C PRESENT OFFER IN TERMS OF THIS RED
HERRING PROSPECTUS
Offer for sale of 17,497,458 Equity Shares
Of which-
retail investors- 1,749,745
QIB’s-10,272,647
anchor investors- 3,936,925
non- institutional- 2,624,618
174,974,580 9,191,410,000
d PAID-UP CAPITAL AFTER THE OFFER
69,872,750 Equity Shares 698,727,500
44. TBZ
Aggregate Value at
Face Value
Aggregate Value at
Offer Price
a AUTHORISED SHARE CAPITAL
75,000,000 Equity Shares 750,000,000
b ISSUED, SUBSCRIBED AND PAID-UP CAPITAL
BEFORE THE OFFER
50,000,000 Equity Shares 500,000,000
c PRESENT OFFER IN TERMS OF THIS RED HERRING
PROSPECTUS
16,666,667 Equity Shares
of which-
retail investors- 3,476,385
QIB’s-7,515,990
anchor investors- 2,499,999
non-institutional- 3,174,293
166,666,670 2,000,000,000
d PAID-UP CAPITAL AFTER THE OFFER
66,666,667 Equity Shares 666,666,670
45. Disclosure : Funding Plan
Funding plan is the key document that guides the
company’s future operations.
It also makes business goals clear to potential investors or
lenders and explains how Company is going to spend the
invested or borrowed money.
To identify all the likely costs involved in the business:
Start-up capital
Operating capital
Contingency funds
46. Just Dial
To achieve the benefits of listing the Equity Shares
on the Stock Exchanges and to carry out the sale of
17,497,458 Equity Shares by the Selling
Shareholders.
The listing of the Equity Shares will enhance their
brand name.
Providing liquidity to the existing shareholders.
Public market for the Equity Shares in India.
47. TBZ
The Company intends to utilise the Net Proceeds for the
following objects:
To finance the establishment of new showrooms;
Opening of 43 new showrooms by the end of Fiscal
2015.
To finance incremental working capital requirements
General corporate purposes.
48. Disclosure : Lot Size
'Market Lot' and 'Minimum Order Quantity' are two
important factors investor should know while
bidding for an IPO.
Minimum Order Quantity, as name says, is the
minimum number of shares investor can apply while
bidding in an IPO. If investor wants to bid for more
shares, they can apply in multiples of IPO market
lot (lot Size or IPO bid lot) of shares.
Just Dial TBZ
Market lot /
Minimum Order Quantity
25 Shares 45 Shares
Issue price Rs. 470-543 Rs.120-126
49. Example
IPO: Power Grid Corporation of India Limited
Public Issue Price: Rs. 44-52 Per Equity Share
Market Lot: 125 Shares
Minimum Order Quantity: 125 Shares
Investor can apply in this IPO as below:
At Rs 44/- * 125 Shares * 1 Lot = Rs 5500/-
At Rs 44/- * 125 Shares * 2 Lot = Rs 11000/-
At Rs 44/- * 125 Shares * 18 Lot = Rs 99000/-
At Rs 52/- * 125 Shares * 2 Lot = Rs 13000/-
At Rs 52/- * 125 Shares * 1 Lot = Rs 6500/-
At Rs 52/- * 125 Shares * 15 Lot = Rs 97500/-
Editor's Notes
The IPO Process in India
The IPO process in India consists of the following steps: -
Appointment of merchant banker and other intermediaries
Registration of offer document
Marketing of the issue
Post- issue activities
Appointment of Merchant Banker and Other Intermediaries
One of the crucial steps for successful implementation of the IPO is the appointment of a merchant banker. A merchant banker should have a valid SEBI registration to be eligible for appointment.
A merchant banker can be any of the following – lead manager, co-manager, underwriter or advisor to the issue.
Certain guidelines are laid down in Section 30 of the SEBI Act, 1992 on the maximum limits of intermediaries associated with the issue:
Size of the Issue
No. Of lead Managers
50 cr.
2
50 – 100 cr.
3
100 – 200 cr.
4
200 - 400 cr.
5
Above 400 cr.
5 or more as agreed by the board
The number of co- managers should not exceed the number of lead managers.
There can only be one advisor/consultant to the issue.
There is no limit on the number of underwriters.
Other Intermediaries
Registrar to the Issue: Registration with SEBI is mandatory to take on responsibilities as a registrar and share transfer agent. The registrar provides administrative support to the issue process. The registrar of the issue assists in everything from helping the lead manager in the selection of Bankers to the Issue and the Collection Centres to preparing the allotment and application forms, collection of application and allotment money, reconciliation of bank accounts with application money, listing of issues and grievance handling.
Bankers to the Issue: Any scheduled bank registered with SEBI can be appointed as the banker to the issue. There are no restrictions on the number of bankers to the issue. The main functions of bankers involve collection of application forms with money, maintaining a daily report , transferring the proceeds to the share application money account maintained by the controlling branch, and forwarding the money collected with the application forms to the registrar.
Underwriters to the Issue: Underwriting involves a commitment from the underwriter to subscribe to the shares of a particular company to the extent it is under subscribed by the public or existing shareholders of the corporate. An underwriter should have a minimum net worth of 20 lakhs, and his total obligation at any time should not exceed 20 times the underwriter’s net worth. A commission is paid to the writers on the issue price for undertaking the risk of under subscription. The maximum rate of underwriting commission paid is as follows:
Nature of Issue
On amount Devolving On Underwriters
On amounts subscribed by public
Equity shares, preference shares and debentures
2.5%
2.5%
Issue amount upto Rs.5 lakhs
2.5%
1.5%
Issue amount exceeding %
2.0%
1.0%
Broker To the Issue: Any member of a recognised stock exchange can become a broker to the issue .A broker offers marketing support, underwriting support, disseminates information to investors about the issue and distributes issue stationery at retail investor level.
Registration Of The Offer Document
For registration,10 copies of the draft prospectus should be filed with SEBI. The draft prospectus filed is treated as a public document. The lead manger also files the document with all listed stock exchanges. Similarly, SEBI uploads the document on its website www.sebi.com. Any amendments to be made in the prospectus should be done within 21days of filing the offer document. Thereafter the offer document is deemed to have been cleared by SEBI.
Promoters Contribution: In the public issue of an unlisted company, the promoters shall contribute not less than 20% of the post issue capital as given in Chapter- IV of the SEBI Act, 1992.The entire contribution should have been made before the opening of the issue.
Lock-in Requirement
The minimum promoters contribution will be locked in for a period of 3 years. The lock-in period commences from the date of allotment or from the date of commencement of commercial production, whichever is earlier.
Marketing of the Issue
Timing of the Issue
Retail distribution
Reservation of the Issue
Advertising Campaign
Timing of the Issue
An appropriate decision regarding the timing of the IPO should be made, keeping in mind the general sentiments prevailing in the investor market. For example, if recession is prevailing in the economy (the investors are pessimistic in their approach), then the firm will not be able to get a good pricing for its IPO, as investors may not be willing to put their money in stocks.
Retail distribution:
Retail distribution is the process through which an attempt is made to increase the subscription. Normally, a network of brokers undertakes retail distribution. The issuer company organises road shows in which conferences are held, which are attended by high networth investors, brokers and sub-brokers. The company makes presentations and solves queries raised by participants. This is one of the best ways to raise subscription.
Reservation in the Issue
Sometimes reservations are tailored to a specific class of investors. This reduces the amount to be issued to the general public. The following are the classes of investors for whom reservations are made:
Mutual Funds
Banks and Financial Institutions; Non-resident Indians (NRI) and Overseas Corporate Bodies (OCB) The total reservation for NRI/OCB should not exceed 10% of the post-issue capital, and individually it should not exceed 5% of the post issue capital.
Foreign Institutional Investors (FII): The total reservation for FII cannot exceed 10% of the post-issue capital, and individually it should not exceed 5% of the post issue capital.
Employees: Reservation under this category should not exceed 10% of the post issue capital.
Group Shareholders: Reservation in this category should not exceed 10% of the post issue capital.
The net offer made to the public should not be less then the 25% of the total issue at any point of time.
Post-Issue Activities
Principles of Allotment: After the closure of the subscription list, the merchant banker should inform, within 3 days of the closure, whether 90% of the amount has been subscribed or not. If it is not subscribed up to 90%, then the underwriters should bring the shortfall amount within 60 days. In case of over subscription, the shares should be allotted on a pro-rata basis, and the excess amount should be refunded with interest to the shares holders within 30 days from the date of closure.
Formalities Associated With Listing: The SEBI lists certain rules and regulations to be followed by the issuing company. These rules and regulations are laid down to protect the interests of investors. The issuing company should disclose to the public its profit and loss account, balance sheet, information relating to bonus and rights issue and any other relevant information.
Start-up capital (e.g. office equipment, plant and machinery, building costs, shop fittings, licenses, permits, insurance, bond or premises costs)
Operating capital (e.g. salaries/wages, rent, expenses, supplies, utilities, advertising/marketing, interest repayments, depreciation)
Contingency funds - to survive rough periods until your business becomes profitable.