INVESTOR CHARTER

for

QUALIFIED INSTITUTIONS
PLACEMENT (QIPs)

January 2022

SBI CAPITAL MARKETS LIMITED

202, Maker Tower ‘E’, Cuffe Parade, Mumbai - 400005

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VISION STATEMENT:

To continuously earn trust of investors and emerge as solution provider with integrity .

MISSION STATEMENT:

1. Act in investors’ best interests by understanding needs and developing solutions.

2. Enhance and customise value generating capabilities and services.
3. Disseminate complete information to investors to enable informed investment decision.

DESCRIPTION OF ACTIVITIES / BUSINESS OF THE ENTITY:

Act as Lead Manager to QIP

SERVICES PROVIDED TO INVESTORS

1. Select QIBs receive Offer Documents (PPD/ PD): Preliminary Placement Document
(“PPD”) and Placement Document (“PD”) contain material information required under
applicable laws. The PPD and PD are serially numbered and copies the same are
circulated only to select QIBs. PPD and PD placed on websites of the relevant Stock
Exchange(s) and of the issuer.

2. Key terms of the QIP included in the PPD which is sent to select QIBs on issue
opening date, include the following:
 the relevant date (typically the date when the issuer’s board of directors or
committee of directors duly authorised by the board of directors decides to open
the QIP)
 the floor price (determined in terms of the SEBI (ICDR) Regulations)

3. QIP Closing Date: QIBs participating in the QIP should look out for the outcome of
the meeting of the board of directors of the issuer or a committee of directors, notifying
the date of closure of the QIP and the final QIP price. In this regard, a minimum notice
period of at-least 2 working days (excluding the date of notice and the date of meeting)
is required to be provided by the issuer under the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations.

4. Application Process: QIBs submit the filled-in application forms to the lead managers
along with credit of their subscription monies (which is kept in a separate bank
account), on or prior to the close of the QIP.

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5. Allotment: QIBs should take note of the following regarding allotment pursuant to
QIP:
 QIP issue size <= Rs.250 crores; minimum 2 allottees.
 QIP issue size > Rs.250 crores; minimum 5 allottees.
 Minimum 10% to be allotted to mutual funds. However, any unsubscribed portion
may be allotted to other QIBs
 No allotment, either directly or indirectly, to any QIB who is a promoter or any
person related to the promoters of the issuer.
 No individual allottee is allowed to have more than 50% of the total amount issued.
 QIB under the same group/ under same control is considered as single allottee.
 On approval of the allotment by the board of directors of the issuer/ committee of
directors, QIBs which have received allotment in the QIP receive a serially
numbered PD (including the final QIP price, issue period details etc.) and
confirmation of allotment note (CAN). Thereafter, the credit of shares to
successful allottees takes place.

6. Disclosure of list of investors in the PD and Stock Exchange websites:

 Names of the allottees and the percentage of their post-issue shareholding is

disclosed in the PD.
 The names of the allottees are also be mentioned in PAS-3 (ROC form for
allotment to be filed by the Company).
 In case, any QIB belonging to the same group/ under same control is allotted more
than 5% of the equity shares, their names along with the number of equity shares
allotted are disclosed on the websites of the stock exchanges

7. Restrictions on Transferability: QIBs should note that specified securities issued

under a QIP are subject to lock-in for 1 year, unless sold on the floor of stock exchange.

TIMELINES - QIPs
Sr. Activity Timeline for which Information where
No. activity takes place available

1. Issue opening date Typically the same day Websites of Stock

when Issuer's Board/ Exchanges; Also
Committee decides to disclosed in the PPD,
open the issue PD

2. Availability of PPD Typically available on the BRLMs circulate

same day as when the serially numbered
Issuer'sBoard/ Committee copies of the PPD to
decides to open the issue select QIB investors;
Copies of PPD also

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 available in the websites
of Stock Exchanges and
Issuer

3. Availability of details of Part of PPD, PD, Details available in

Lead Managers, Escrow Application Form PPD, PD, Application
Bank Form

4. Availability of the Floor Part of PPD, PD Floor Price typically

Price, key terms of the issue disclosed in the outcome
etc. to the Board/ Committee
meeting. Floor Price,
key terms etc. disclosed
in the PPD, PD

5. Availability of application No later than issue BRLMs circulate

forms closing application forms to
select investors; Sample
application form is
sometimes also
available in the PPD

6. Submission of filled- in No later than issue Application forms

application forms and closing submitted by QIB
subscription monies investors to BRLMs;
Subscription monies
credited to a separate
bank account, as per
details provided to the
QIB investors

7. Outcome of Issuer's Board Post completion of the Websites of Stock

or Committee meeting to Board/Committee Exchanges; QIP price
decide final QIP price; meeting also disclosed in the PD
Availability of final QIP and CAN
price

8. Issue closing date Typically the same date Websites of Stock

as the Issuer's Board or Exchanges; Also
Committee meeting to disclosed in the PD.
decide final QIP price

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9. Confirmation of Allocation Typically on the same day BRLMs to circulate
Note (CAN) and serially as the issue closing or the serially numbered
numbered PD sent to next day CANs and PDs to
successful allottees successful applicants;
CAN includes details of
securities allocated to
each QIB applicant,
issue price and bid
amount, probable date
of credit of securities to
the applicant’s demat
account

10. Availability of PD Typically on the same day BRLMs circulate

as the issue closing or the serially numbered
next day copies of the PD to QIB
applicants which have
received allocation;
Copies of PD also
available in the websites
of Stock Exchanges and
Issuer

11. List of allottees Part of PD Included in PD and

Form PAS-3 (ROC form
for allotment to be filed
by the Issuer)

12. Board/ Committee meeting Typically the same day as Outcome of meeting
to approve allotment circulation of CANs and uploaded on websites of
PD to successful allottees Stock Exchanges

13. List of allottees allotted Typically given together Websites of the Stock
more than 5% of the with the outcome of Exchanges
securities Board/Committee
meeting for allotment
offered

14 Credit of securities to demat Corporate action by Confirmation of credit

accounts of allottees Issuer on the same day as to allottees through e-
mail/ SMS by DP

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 approval of allotment or
next working day

15 Commencement of trading Typically, application to Notices posted on

the Stock Exchanges is websites of Stock
made at the same time as Exchanges
the corporate action for
credit of securities

RIGHTS OF INVESTORS

1. Receive transferable and transmittable equity shares that rank pari passu in all respects
with the existing equity shares of the Issuer Company.
2. Receive PPD, PD, application form, CAN from the Issuer Company/ Lead Managers.
3. Response to investor queries.
4. All such rights as may be available to a shareholder of a listed public company under
the Companies Act, the Memorandum of Association and the Articles of Association.

DOs AND DONTs FOR THE INVESTORS

DOs
1. Carefully read through and fully understand the PD, PD, application form, CAN and
other issue related documents, and abide by the terms and conditions.
2. Ensure accurate updation of demographic details with depositories - including the
address, name, investor status, bank account details, PAN, e-mails addresses, contact
details etc.
3. Ensure active demat/ broking account before investing, as securities will be allotted in
dematerialized form.
4. EnsEnsure valid QIB registration.
5. Provide full and accurate information in duly filled-in application form.
6. Review Stock Exchange website for the outcome of the meeting of the board/
committee of directors of the Issuer, notifying the date of closure of QIP, the final QIP
price etc.
7. Submit duly filled-in application forms to Lead Managers along with credit of the
subscription monies, which is kept in a separate bank account on or prior to the close
of QIP.
8. Provide accurate information and investor details while making any query.

DONTs

1. Investors should not sell securities allotted in a QIP during the lock-in period, except
on the floor of the Stock Exchanges.

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 2. Investors should not trade in the securities allotted in a QIP, prior to the receipt of
final listing and trading approvals from Stock Exchanges.
3. Investors should not participate in the Issue, if the Investor is not an eligible QIB as
defined under Regulation 2(1)(ss) of SEBI ICDR Regulations.
4. Investors should not forward, circulate or distribute the application form, PPD, PD
and CAN or any accompanying issue related documents sent to them to any third
party.
5. Investors cannot withdraw, modify, cancel or revise their application downwards
after the Issue Closing Date.

INVESTOR GRIEVANCE REDRESSAL MECHANISM AND HOW TO ACCESS IT

Investor Complaint

 Issuer (for email ID refer to Offer

Documents)
 SEBI (www.sebi.gov.in)
 Stock Exchanges
(www.nseindia.com; www.bseindia.com;)

 Merchant Banker (for email ID refer to Offer

Documents)
 SCORES (https://scores.gov.in)

TIMELINES FOR RESOLUTION OF INVESTOR GRIEVANCES IN QIPs

Sr. Activity No. of calendar

No. days
1 Investor grievance received by the lead manager T
2 Lead Manager to the offer to identify the concerned T+1
person (company/intermediary) and it shall be endeavoured
to forward the grievance to the said person on T day itself
3 The company/ concerned intermediary to respond to the X
lead manager with an acceptable reply
4 Investor may escalate the pending grievance, if any, to a T+21
senior officer of the lead manager of rank of Vice
President or above
5 Lead Manager, the company/ concerned intermediary/ies Between T and X
and the investor shall exchange between themselves
additional information related to the grievance, wherever
required.

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6 Lead Manager to respond to the investor with the reply ` Upto X+3
7 Best efforts will be undertaken by lead manager to resolve the grievance within T+30

NATURE OF INVESTOR GRIEVANCES FOR WHICH THE

AFORESAID TIMELINE IS APPLICABLE

1. Delay in refunds, if any

2. Non-allocation/ allotment of securities after receipt of CAN/ payment of application
amount
3. Non receipt of securities in demat account
4. Any other grievance as may be informed from time to time

MODE OF RECEIPT OF INVESTOR GRIEVANCE

The following modes of receipt will be considered valid for processing the grievances in
the timelines discussed above :

1. Letter from the investor addressed to the lead manager at its address mentioned in the
offer document, detailing nature of grievance, details of application, details of bank
account, date of application etc
2. E-mail from the investor addressed to the lead manager at its e-mail ID mentioned in
the offer document, detailing nature of grievance, details of application, details of
bank account, date of application etc
3. On SEBI Complaints Redress System (SCORES) platform

NATURE OF ENQUIRIES FOR WHICH THE LEAD MANAGER

SHALL ENDEAVOUR TO RESOLVE SUCH ENQURES/ QUERIES
PROMPTLY DURING THE ISSUE PERIOD.

1. Process for applying in the QIP and making payments

2. Terms of the QIP, allotment methodology, Issue Period, date of allotment, date of
listing
3. Non-receipt of CANs
4. Any other query of similar nature

RESPONSIBILITIES OF INVESTORS

1. Read the PPD, PD, application form and other issue related literature carefully and
fully before investing.
2. Fully understand the terms of investment and timelines involved in the issue process
as disclosed in the PPD, PD, application form, and issue related literature.

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3. Consult his or her own tax consultant with respect to the specific tax implications
arising out of their participation in the issue.
4. Provide full and accurate information in the application form as maybe required while
making an application and when making investor grievances; Also keep records of the
same.
5. Ensure active demat/ broking account before investing.
6. Applications using third party bank accounts are liable for rejection.
7. Shareholders should ensure to register E-mail Id with the Company or Depository for
timely updates on Corporate actions like dividend, Buyback, takeover etc.
8. Keep themselves informed of material developments relating to the company inter alia
by checking the company’s website or the websites of the Stock Exchanges including
for corporate actions like mergers, de-mergers, splits, rights issue, bonus, dividend etc.

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