An IPO is an Initial Public Offer made by a company (issuer) offering shares or debentures or other tradable security to the public at large. An IPO is either for a) Fresh issue of capital, where the funds are used for the projects / growth of the company
or
b) Offer for Sale – where the existing shareholders (usually promoters), sell their holding, in which case the funds do not go to the company but only to the offering shareholders.

Fixed Price Offer, is issue in which the price of the security offered is fixed by the issuer and applications have to be at the specified amount only. On the other hand, the BB IPO is a Book Built IPO, in which there is a discovery of the price through the price bidding mechanism. Usually, a band (range) of the price is announced, and interested investors apply or bid for the security within this band i.e. the application can be for any price within this range.

When a company is not listed to trade on any stock exchange and offers to the public its shares for the first time, with a view to getting listed, it is a first time issue. It is listed after the IPO is complete and shares allotted.

A Follow-on Public Offering is made by listed companies for raising additional funds. The shares of such companies can be bought either from the stock market or in the public offer.

Investors are categorized into 3 types:

a) Qualified Institutional Bidders (QIBs) - who are the domestic and foreign institutions (which are registered with SEBI) which are eligible to apply in the public offers.These institutions normally apply for very large amounts.

b) Retail Investors - The investors who invest up to maximum of Rs.1,00,000 (Rs. One Hundred Thousand), are defined as Retail Investors.

c) Non Institutional Investors - Those Investors who are neither in the QIB Category nor in the Retail Investor Category are defined as Non Institutional Investors.

SEBI (Securities' Exchange Board Of India) issues guidlines,which specifies the percentage of the total securities offered for each category of investors from time to time.Currently,in any IPO,the allocation is usually as under:

QIB - 50%
HNI - 15%
Retail - 35%

A BLRM is the Book Running Lead Manager,who manages the entire IPO exercise and acts as the guide to the issuer in all maters releting to the public issue.The BRLM,should be a SEBI- reistered Category I or II Merchant Banker,and is responsible for preparing and filing the Offer Document of Issue with SEBI & Registrar of Companies (ROC).The BRLM ensures that all information presented before the investing public is proper.The BRLM advices the company on the price band,the timing of the issue,etc.The BRLM also co-ordinates between thecompany and other intermediaries like registrars,legal advisors,bankers etc.

A Syndicate Member is the member of the Stock Exchange to whom the investor has to submit the Built IPO Bid/Application form.The Syndicate Member receives the bid and uploads the applications on to the electronic book of the stock exchange.Application forms which are uploaded into the electronic book are not considered for the purpose of allotment.The Syndicate Member,then submits the application form with cheque to the bankers.In case of online application through an e-bankng account,the Syndicate Member generates the application form and submits the same with proof of credit to the bank account to the registrar.

A bid is applicable only in case of book-building IPO.A bid is the price at which an investor wants to buy the requisite quantity of securities.The investor can choose any price within the specified price band of the issue.The price at which he wants to apply is the bid price.

Yes,a retail investor can revise his/her bid.

A retail investor can bid at any price within the price band or can bid at cut-off.Cut-off means the investor is ready to pay whatever price is decided by the company at the end of the book building process.While making the application at Cut off,investor has to pay the shares at the highest price of the price band.The excess amount,in case the price discovered is lower,is refunded.Cut-off option can be exercised by Retail Investors.

A Bid-lot is the pre-determined number of shares which have to be applied for an investor.It is different for each issue.There is a minimum lot size which is pre-decided by the company and mentioned in the application form.E.g.
Minimum bid lot in IPO of XYZ co. - 10
Bid-lot Multiples of 10
Price Band - 100-120.
It means that a retail investor cannot apply for less than 10 shares in that particular issue.The application for more than 10 shares has to be in multipls of 10 like 20,30,40,etc.

In a book built the price is determined based on the demand at various prices after the issue closes.This is called price discovery.

As per SEBI guideline trading in the securities on the exchange is permitted in demat mode only.Securirties allotted in an IPO can only be in the demat mode and will be credited to the demat accounts of the allottee.So it is necessary for investord to have a demat account to apply in an IPO.

The DP-ID + Client ID,is definitive identification of the applicant. While processing the application the Registrar checks that names on the application form and that obtained from the depositories,are matching.Mismatch can result in non receipt of shares into the account or no receipt of/delayin receiving refund amount.Thus it is very important that the Demat Account Number is started correctly in the application form.

Your Demat Account Number is clearly written without any smudging or overwriting etc.
Your payment details like cheque number,bank details etc.are clearly written.
Your bid is for the proper bid lot and a price within the bid range.
The order of names in the application is the same as in your DP account.
All applications have signed the application form.
If required you have submitted the PAN copy and PAN details in application form.

A Registrar to an Issue is a SEBI-registered entity,qualified to act as such,and who processes all the application forms and carries out the allotment process,as per the rules/prospectus.The Registrar is responsible for complying with the time deadlines of updating the electronic credit of shares to the successful allottees,dispatching/uploading of refunds and attending to all investor related queries after the issue is compleated.

Usually,the Registrar continues to work with the company,post IPO as its Registrar and Transfer Agent.

The Registrar plays a significant role highlighted as under:

· After the issue closes the Registrar receives all the application forms from the bank and captures the relevant data
· These forms are checked by the Registrars to ensure all the requisite parameters are fulfilled.
· The Registrar reconciles the application money as per the application forms with the actual received as per the bankers. The applications of dishonoured cheques are especially identified and kept aside.
· The Registrar also identifies all other technical defects.
· The Registrar after considering all the rejects, withdrawals etc., and after reconciling the bank receipts, prepares the basis of allotment in conjunction with the BRLM as per the current guidelines, and submits this basis for approval to the Stock Exchange..
· Upon approval by the Stock Exchange, the Registrar proceeds with the allotment of shares, ensures that the electronic files for credit of shares and refunds are properly prepared and ensures the completion of all these processes including over printing / dispatch of allotment advices/ refunds within the prescribed time limits.
· Post allotment / listing the Registrar attends to all the complaints and strives for speedy resolution of the same.

The allotment process should be compleated within 15 days form the date of closure of the issue.SInce the time deadline for credit of shares,dispatch of refunds etc.are also the same,the allotment process normally is compleated 2 days prior to 15 days deadline- i.e.by the 13th day form date of closure.

On the home page you would find the block 'IPO Information'
Click on 'Click Here' and you would get the page.
Select the company for whose shares you have applied.
Choose the option depending on whether your account is with NSDL or CDSL.
Enter the details as per the option whether you want full details or only allotment details. Submit the same,and in a very short time the results would be displayed to you on the screen.

The credit of the shares allotted to you,should be completed within fifteen working days after allotment by the Company from the date of closure of the issue, For.E.g.if the issue has closed on the 14 th,then the credit of shares to your account should happen by the 29th and you should be able to confirm this on th 30th with DP.

Credit to your demat account does not happen if:
a) Your demat account is not active and there is a bar on accepting credits to your account.
b) Your demat account number is not accepted by the system as a result of mismatch of data.

Ensure that your DP account is active and is in ready state for receiving credits.

Provide a copy of your Client Master to Registrar to enable upload of your allotted shares in your account. Copy can be sent by Fax/Scanned image.

A Refund Order is the value instrument being the difference between the amount remitted by you along with your application and the amount due from you on account of the alloted shares ** issue price.

Refund are effected in the following ways:

a)Physical refund orders are despatched by Speed Post or Registered Post.
b)Electronic files are uploaded by the refund banker for RTGS (RealTime Gross Settlements) in acse of very high value instruments,
c)Through direct credit to account in case the refund banker and your bank are the same.
d)Through ECS in case you have opted for the same by registering details with your DP.

The Registrar has to despatch the Refund order and upload the electronic credit/ECS on or before the end of 15th day from the date of closure of the issue.

Normally,you should get the refund order by post, within 5 days from date of mailing.

You can enable this facility by simple instruction to your DP ( as per their format) with the detail of MICR code etc.Your DP would be able to guide in this matter.Once you submit this instruction in the proper manner,the DP would effect this on the system,and thereafter you can expect refund thru ECS provided that you are living in one of the eligible cities where ECS refund facility has been introduced.

Once refund data is made available to refund bankers and are uploaded by them into clearing system, the banking channel usually takes two to six days, depending upon location to credit your account.Please note that Registrar to Issue has no control what so ever over handing data to Refund banker and any delay is not attributable to the Registrar.

You should do the following:

a) Check up your DP account to find out the Bank details mentioned therein. Ensure that your DP account is always updated with proper Bank details.

b) Check with the bank branch as mentioned in your DP account whether the money is received at the branch - you should take the ECS advice with you for confirmation.In case branch has received the same but credited to some other account, ensure that immediate corrective action is taken.
c) In case the branch has not received the credit, request your bank personnel, to ensure that the credit flows to the branch and to your account immediately.
d) Kindly note that if your bank account is not credited, your bank has to confirm the same to the refund order.Only on receipt of such confirmation refund bank will be in a position to initiate process of issuance of physical warrant. Refund bank requires five/six days to prepare and hand over physical refund instrument to registrar after receipt of intimation from your bank.

The new shares have to be listed within 7 working days from the date of approval of the basis of allotment by the Stock Exchange.

You can trade in new shares after they are listed and after ensuring that the alloted shares have been credited into your Demat Account.As per current rules,you cannot affect any off market transfers from your account till the shares are listed.

In an Fixed Price Issue,the time deadlines are 30 days from the date of closure (insted of 15 days as in Book Built IPOs) for obtaining the approval of Basis of Allotment,credit of the shares and despatch /credit of refund amounts.

Below are the FAQS and their Answers.

16th September 2008. i.e. Shareholders having Tata Motors Ordinary Shares in their demat account on this date or in physical form are eligible for Rights Entitlement

29th September 2008

20th October 2008

10th October 2008

1 ) Ordinary shares @ Rs 340/- per share of face value Rs 10/- each for every 6 equity shares of TML held on the record date ie 16.09.2008. Colour of CAF is Pink.

2 ) ‘A’ Ordinary shares @ Rs 305/- per share of face value Rs 10/- each for every 6 equity shares of TML held on the record date ie 16.09.2008. Colour of CAF is Yellow.

If equity shares held on the record date is either less than Six/not in multiple of Six, then under such circumstance fractional entitlement of such holder shall be ignored.

Shareholders holding more than six shares but not in the multiple of six, whose fractional entitlements are being ignored would be given preference in allotment of one additional Ordinary share each, if they apply for additional Ordinary Shares.

Shareholders holding equity shares less than 6 shares, are not entitled for any share, however can apply for additional share(s) and will get preference in allotment of One additional Ordinary share each.

But they cannot renounce the same in favour of third parties as CAF with NIL entitlement will be non negotitable / Non – renouncable

Besides share price, The ‘A’ Ordinary shares would have differential voting rights, when compared with Ordinary Shares, with respect to voting and dividend i.e the ‘A’ Ordinary shareholder shall be entitled to one vote for every ten ‘A’ Ordinary shares held and will be entitled to receive dividend at 5 percentage points more than the rate of dividend declared on the Ordinary shares.

Duplicate CAF are issued from the locations given below:

1. Request through email on tml-rights@intimespectrum.com

2. Hand delivery over the Counter / Correspondence from

Intime Spectrum Registry Limited
C-13, Pannalal Silk Mills Compound
L.B.S. Marg , Bhandup (West)
Mumbai - 400078

3. Request through Hand delivery from :

Intime Spectrum Registry Limited
202, Davar’s House
Next to Central Camera
Fort, Mumbai - 400001

4. Request through Hand delivery from :

TSR Darashaw Limited
6-10, Haji Moosa Patrawala industrial Estate
20 Dr E Moses Road
Mahalaxmi, Mumbai 400011

Applicants will have to send Original CAF duly signed by registered shareholder in Part ‘D’ meant for split, specifying the denomination of split of the entitlement and send the same to above ISRL Office at Bhandup (address mentioned above).

Request for split will be processed only if the same is of Entitlement and not of Holding.

No. Shareholders cannot renounce their entitlement when applying through plain paper format

For registering Change of Address / Power of Attorney, concerned shareholder holding shares in the physical mode will have to send a signed request letter / Power of Attorney documents to Registrar and Share Transfer Agent of the company viz TSR Darashaw and not Intime Spectrum.

Irrespective of the application amount, PAN number is to be compulsorily mentioned in the application form for all holders.

Demat Account details is critical from a shareholder’s perspective, as refund amount through physical warrant will be dispatched to address / to the bank account as captured from the depository, based on the demat account details, furnished in the rights application form. This will become more critical at the time of applying through either Plain paper format / renouncee application.

Shareholder holding shares in the physical form are required to fill up their Bank Account details properly ie Bank name, Account Number etc. as this would be used for processing refunds.

All payments are to be made by Cheque / DD favouring as mentioned below, as the case may be :

‘TML – Rights Issue – Ordinary Shares’

‘TML – Rights Issue – “A” Ordinary Shares’

Payable to the location, specified at the back of the CAF, wherein designated collection banker is available to collect CAF. Applicants have to mention CAF number at the back of their Cheque / DD.
ASBA – Applications Supported by Blocked Amount

ASBA is an application for subscribing to an issue, containing an authorisation to block the application money in a bank account

These are Banks certified by Sebi, which offers the facility of applying through the ASBA process. The list will be displayed by SEBI on its website at www.sebi.gov.in. ASBAs can be accepted only by SCSBs, whose names appear in the list of SCSBs displayed in SEBI”s website. For the Tata Motors Rights Issue, 10 Banks are approved as SCSBs. (List is provided on the reverse of the CAF.)

The option of applying for Ordinary Shares and / or ‘A’ Ordinary Shares in the Issue through the ASBA Process is only available to Shareholders of the Company on the Record Date ie September 16, 2008 and who Is holding Ordinary Shares in dematerialised form and has applied for entitlement or entitlement with additional Securities in the Issue in the same dematerialised account, subject to below conditions.
1 ) Cannot renounce his entitlements in full or in part;
2 ) Cannot split the CAF;
3 ) Cannot apply through plain paper application;
4 ) Applicant is not a Renouncee to the Issue;
5 ) One who applies through a bank account with one of the SCSBs

ASBA payment mechanism
The Registrar will despatch the CAF to all Ordinary Shareholders as per their entitlement on the Record Date for the Issue. Those Ordinary Shareholders who wish to apply through the ASBA payment mechanism will have to select for this mechanism in Part A of the CAF and provide necessary details.
ASBA Applicant will have to ensure that there are sufficient funds ( equal to (number of Ordinary Shares x Issue price of Ordinary Shares) and / or (number of “A” Ordinary Shares x Issue price of “A” Ordinary Shares)
Applicant will have to furnish details of the account maintained with SCSB, on the CAF.
Applicant will authorize SCSB, to block application amount payable on application for the bank account maintained with SCSB, mentioning the account number in the CAF.
Applicant should submit ASBA CAF with designated SCSB Branch only and not to the Lead Manager / Bankers to the Issue / Collecting Bank (Non SCSB Bank ) / Company / Registrar.
Application
Application should be made on the printed CAF only and should be completed in all respects. The CAF must be filled in English.
Signatures should be either in English or Hindi or in any other language specified in the Eighth Schedule to the Constitution of India.
Ensure that you submit your application in physical mode only. Electronic mode is only available with certain SCSBs and not all SCSBs and you should ensure that your SCSB offers such facility to you.
Ensure that you receive an acknowledgement from the SCSB for your submission of the CAF in physical form.
Do not apply on duplicate CAF after you have submitted a CAF to a Designated Branch of the SCSB.