TaxTMI 
TaxTMI 
Disclosures in offer document and abridged prospectus and letter of offer for issue of Indian depository receipts [See regulations 185(2)(b), 193(1), 200(1), 218(2) and 222(1)]
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....le an updated draft prospectus with the Board (without payment of any additional fees), after incorporating therein changes, if any, specified by the Board. The updated draft prospectus shall be made public for a period of twenty one days from the date of its filing with the Board. (c) The contents of the prospectus including the financial statements of the issuing company, its subsidiaries and associates shall be in simple English. (d) The term "associate" for the purpose of this Schedule would mean "associate" as defined in Indian Accounting Standards, or IFRS or US GAAP in which the financial statements of the issuing company are disclosed. (e) The prospectus shall contain all material information which shall be true and adequate so as to enable the investors to make an informed decision. (f) The prospectus shall contain all information and statements specified herein. (g) The issuing company shall, through a lead manager(s), file a prospectus certified by two authorized signatories of the issuing company, one of whom shall be a whole-time director and other the Chief Accounts Officer or the Chief Financial Officer, stating the partic....
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.... (d) Names, addresses and contact information of experts and counsel; (e) Name, address and contact information of the compliance officer in relation to the issue of IDR; (f) Name, address and contact information of stock exchanges where applications are made or proposed to be made for listing of the IDR; (g) Disclosure about provisions relating to punishment for fictitious applications; (h) Statement/declaration for refund of excess subscription; (i) Statement that an interest of 15 per cent. p.a. shall be paid to the investors if the allotment letters/refund orders are not despatched within fifteen days of the closure of the public issue; (j) Declaration about issue of allotment letters/certificates/IDR within the stipulated period; (k) Date of opening of issue; (l) Date of earliest closing of the issue; (m) Date of closing of issue; (n) Method and expected timetable of the issue; (o) A statement that subscription to the issue shall be kept open for at least three working days and not more than ten working days; (p) Declaration by the lead manager(s) with regard to adeq....
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....o be given prominence shall appear immediately after the risk factors. (6) Recent developments: Important events in the recent past (two financial years preceding the issue) providing details of important developments on three key areas: Operations & Management, Shareholding Patterns and Business Environment. (7) Exchange-wise market price information and other information concerning the shares in the domestic market of the issuing company: This information should be updated as on the last available date before the date of the prospectus. (a) Market price of shares for each quarter of the last three calendar years preceding the calendar year preceding the year of the issue of the prospectus (High, Low, Average Daily Trading Volume) (b) Market price of shares for each month of the calendar year preceding the year of the issue of the prospectus (High, Low, Average Daily Trading Volume) (c) Market price of shares for the month preceding the date of the prospectus (High, Low, Average Daily Trading Volume) (d) The opening and closing price on the last day of the month preceding the date of the prospectus along with the volume (8) Divide....
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.... (iii) share premium account (before and after the issue) (d) Detailed notes to the capital structure (e) Details regarding holdings of major shareholders i.e., the person or persons who are in over-all control of the company (f) Different classes of shares based on different criteria, if any. (15) Financial information: General Instructions: (1) The format of disclosure of financial results may be as per the disclosure requirements of the issuing company in the home country where the issuer is listed. (2) The issuing company shall mention the type of disclosures that it will follow i.e. whether as per Indian Accounting Standards, IFRS or US GAAP and any change in such format shall be informed to the IDR holders by way of notices to the stock exchanges. (a) The audited consolidated or unconsolidated financial statements, prepared in accordance with the Indian Accounting Standards (including all Accounting Standards issued by the Institute of Chartered Accountants of India) or with the International Financial Reporting Standards (IFRS) or US GAAP, for a period of three financial years immediately preceding the date of the prospect....
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....of opening of the issue have to be included in the report, if the gap between the ending date of the latest audited financial statements disclosed as above and the date of the opening of the issue is more than 180 days: Provided that if the gap between such date of latest audited financial statements and the date of opening of issue is 180 days or less, the requirement above shall be deemed to be complied with, if disclosures in respect of material changes in the financial position of issuing company for such gap are disclosed in the prospectus: Provided further that in case of an issuing company which is a foreign bank incorporated outside India and which is regulated by a member of the Bank for International Settlements or a member of the International Organization of Securities Commissions which is a signatory to a Multilateral Memorandum of Understanding, the requirement above, in respect of period beginning with last date of period for which the latest audited financial statements are made and the date of opening of the issue shall be satisfied, if the relevant financial statements are based on limited review report of such statutory auditor. (g) In ....
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....ue are used for investing in other body(ies) corporate, following details of such body(ies) corporate shall be given: (i) Names and address of the body(ies) corporate; (ii) The reports as stated above in respect of those body(ies) corporate also. (16) Statement on material developments subsequent to the date of the last financial statements as disclosed in the offer document: A statement by the directors of the issuing company whether in their opinion there have arisen any circumstances since the date of the last financial statements as disclosed in the prospectus any which materially and adversely affect or is likely to affect the trading or profitability of the issuing company, or the value of its assets, or its ability to pay its liabilities within the next twelve months, and if so, an outline of such circumstances and an assessment of their likely impact. (17) Management discussion and analysis of the financial statements (by comparing the recent financial year with the previous three financial years): (a) A summary of the past financial results after adjustments as given in the auditors report for the past three years containing significant items ....
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.... additional information (l) Enforcement of civil liabilities against foreign persons (20) Subsidiaries and associates of the issuing company: (a) The following information for the last three years based on the audited statements in respect of subsidiaries and associates of the issuing company: (i) Date of incorporation (ii) Nature of activities (iii) Equity capital (iv) Reserves (excluding revaluation reserve) (v) Sales (vi) Profit After Tax (PAT) (vii) Earnings Per Share (EPS) and (viii) Net Asset Value (NAV) (b) If the subsidiaries and associates are not required to prepare such audited statements as per the laws prevailing in those countries, the same may be certified as true and correct by the Board of Directors and the management of such companies, provided a certificate from a certified public accountant or equivalent practicing in the concerned country is submitted to the Board. (21) Management: (a) Details with respect to the promoters and their background. If there are no identifiable promoters, the details and background of all persons who hold 5 per cent. or more equity share capita....
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....ne of provisions regarding transfer of underlying shares after conversion (25) Information relating to the depository - Indian and international: Brief details of the domestic depository, overseas custodian bank and depository agreement. (26) Approvals of the government/regulatory authorities: Information relating to statutory and regulatory approvals required in home country for the issue and the related aspects and their status, and approvals from Indian regulatory authorities (27) Taxation framework in India and the country of incorporation/ where shares are listed: Information relating to relevant provisions of taxation law, tax treaties and their impact for IDR holders (28) Outstanding litigations and defaults: (a) Material litigation/liabilities/defaults including arrears/potential liabilities of the issuing company, its promoters/controlling shareholders/directors and its subsidiaries and associates. (b) Materiality shall be determined on the basis of factors which are specific to the project and to the issuing company, its promoters/controlling shareholders/directors, its subsidiaries and associates, which may have a bearing on the performance of ....
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....pany operating at the place where the registered office of the Issuing company is situated. (b) Consent of the lead manager(s), overseas custodian bank, the domestic depository and all other intermediaries associated with the issue of IDRs. (c) Fees and expenses payable to the intermediaries involved in the issue of IDRs. Part B - Disclosures in an abridged prospectus for Indian depository receipts [See regulation 193(1)] General Instructions: (I) A copy of the abridged prospectus shall be submitted to the Board. (II) The abridged prospectus shall be printed in a booklet form of A4 size paper and, along with the application form and revision form, shall not exceed five sheets, printed both sides. Additional sheets may be appended for bidding centres. (III) The abridged prospectus shall be printed in a font size which shall not be visually smaller than Times New Roman size 11 (or equivalent) with 1.0 line spacing. (IV) The application form shall be so positioned that on the tearing-off of the application form, no part of the abridged prospectus is mutilated. (V) The format of the abridged prospectus should include the following: The abridged prospect....
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.... (4) Instructions for Applicants: (a) How to apply, availability of prospectus, abridged prospectus and application forms, mode of payment and book building procedure, if relevant. (b) In the application form, the declaration relating to nationality and residency shall be shown prominently as under: "Nationality and Residency (Tick whichever is applicable) (i) I am/We are Indian National(s) resident in India and I am/We are not applying for the said equity shares as nominee(s) of any person resident outside India or Foreign National(s). (ii) I am/We are Indian National(s) resident in India and I am/We are applying for the said equity shares as Power of Attorney holder(s) of Non- Resident Indian(s) mentioned below on non-repatriation basis. (iii) I am/We are Indian National(s) resident outside India and I am/We are applying for the said equity shares on my/our own behalf on non-repatriation basis." (c) The application form should contain necessary instructions/provisions for the following: (i) Instructions to applicants to mention the number of application form on the reverse of the instruments to avoid misuse o....
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....or each month of the calendar year preceding the year of the issue of the prospectus (High, Low, Average Daily Trading Volume) (c) Market price of shares for the month preceding the date of the prospectus (High, Low, Average Daily Trading Volume) (d) The Opening and Closing price on the last day of the preceding month of the date of the prospectus along with the volume (9) Internal Risk Factors: Minimum 5 and maximum 10 risk factors to be specified (500 word limit in total) (10) Outstanding Material Litigations and Defaults A. Total number of outstanding litigations against the company and amount involved B. Brief details of top 5 material outstanding litigations against the company and amount involved Sr. No. Particulars Litigation filed by Current status Amount involved (11) Material Developments: Any material development after the date of the latest balance sheet and its impact on performance and prospects of the company. (12) Board of Directors Sr. No. Name Designation (Independent/ Whole ....
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....he following details: (a) The name of the issuer, its logo, address of its registered office, principal office in India, its telephone number, fax number, contact person, website address and e-mail address. (b) The number and price of IDRs offered and issue size, as may be applicable. (c) The following disclaimer and advisory on general risk: "Investment in IDRs involves a degree of risk and investors should not invest any funds in this offer unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in this offering. For taking an investment decision, investors must rely on their own examination of the issuer and the offer including the risks involved. The securities being offered in the issue have not been recommended or approved by Securities and Exchange Board of India (SEBI) nor does SEBI guarantee the accuracy or adequacy of this document." (d) Specific attention of investors shall be invited to the statement of "Risk factors" given on page number(s) ..... under the section "General Risks". (e) Save where a form of respon....
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....plain paper. (D) The format to enable the IDR holders to make the application on plain paper specifying therein necessary particulars such as name, address, ratio of rights issue, issue price, number of IDRs held, ledger folio numbers, depository participant ID, client ID, number of IDRs entitled and applied for, additional IDRs if any, amount to be paid along with application, and particulars of cheque, etc. to be drawn in favour of the issuer's account. (E) A statement that the IDR holders making the application otherwise than on the application form shall not renounce their rights and shall not utilise the application form for any purpose including renunciation even if it is received subsequently. (F) Provisions relating to punishment for fictitious applications, including the disclosures that any person who: (a) makes in a fictitious name an application to a company for acquiring, or subscribing for, any IDRs therein, or (b) otherwise induces a company to allot, or register any transfer of, IDRs therein to such person, or any other person in a fictitious name, shall be punishable in accordance with the provisions of law. (G)....
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....e of payment seeking issue of IDRs. (L) A brief statement about the history, corporate structure and business overview of the issuer and major events in the past. (M) A brief status or statement on the compliance status of the issuer of its obligations under Depositary Agreement and the provisions of the listing agreement entered between the issuer and the stock exchanges, wherever its securities are listed, including the listing agreement entered with stock exchanges in India. (IV) Management (Board of Directors): (A) Name, date of birth, age, qualifications, experience, address, occupation and date of expiration of the current term of office of executive or whole time directors, giving their directorships in other companies, as the case may be. (B) The nature of any family relationship between any of the directors. (C) Any arrangement or understanding with major shareholders, customers, suppliers or others, pursuant to which of the directors was selected as a director or member of senior management. (D) Details of service contracts entered into by the directors with the issuer providing for benefits upon termination of empl....
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....). (C) The following details of outstanding instruments: (1) Details of options, if any. (2) Details of convertible securities, if any. (D) The shareholding pattern and IDR holding pattern as per the latest filing with the stock exchange(s). (E) The details of the shareholders holding more than three per cent. of the share capital of the issuer. (F) The details of IDRs lock-in, pledge of and encumbrance on such IDRs held by promoters, if applicable. (G) The details of IDRs acquired by promoters and promoter group, if applicable in the last six months immediately preceding the date of filing of the offer document along with addendum for rights offering with the designated stock exchange, in case of a fast track issue and in any other case, the date of filing draft offer document along with addendum for rights offering with the Board. (VIII) Particulars of the issue: (A) Objects of the Issue: (1) The purpose of the issue. (2) Break-up of the cost of project for which the money is raised through the IDR issue. (3) The means of financing such project. (4) The proposed deployme....
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.... of the issuer in accordance with the home country regulations. (XIII) Material contracts and documents for inspection: Place at which inspection of the documents specified under rule 7 of the Companies (Issue of Indian Depository Receipts) Rules, 2004, the offer document along with the addendum, the financial statements and auditor's report thereof will be allowed during the normal business hours. (XIV) Other regulatory and statutory disclosures: (A) Authority for the issue and details of resolution passed for the issue. (B) A statement by the issuer that the issuer, promoters, directors or person(s) in control of the promoter or the issuer, if applicable, have not been prohibited from accessing or operating in the capital markets or restrained from buying, selling or dealing in securities under any order or direction passed by the Board or the securities regulator of its home country. (C) It may be disclosed whether the issuer, promoters, the relatives of promoters, group companies, if applicable, are identified as wilful defaulters in India or in its home country. (D) Disclaimer clauses: The addendum for rights offering s....
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....cing reliance on any other source of information would be doing so at their own risk. Investors who invest in the issue will be deemed to have been represented by the issuer and lead manager and their respective directors, officers, agents, affiliates and representatives that they are eligible under all applicable laws, rules, regulations, guidelines and approvals to acquire IDRs of the Company, and are relying on independent advice / evaluation as to their ability and quantum of investment in this issue. (3) Disclaimer in respect of jurisdiction: A brief paragraph mentioning the jurisdiction under which provisions of law and the rules and regulations are applicable to the offer document for rights offering. (4) Disclaimer statement of the stock exchanges, if any. (5) Disclaimer statement of the Reserve Bank of India (if applicable). (E) Broad details of fees payable to various intermediaries involved in the IDR rights offering. (F) Arrangements or any mechanism evolved by the issuer for redressal of investor grievances in respect of IDRs and the time normally taken by it for disposal of various types of investor grievances. ....
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.... applicable corporate laws in the home country or of provisions of Companies (Issue of Indian Depository Receipts) Rules, 2004. All the legal requirements connected with the issue as also the Regulations, guidelines, instructions, etc., issued by SEBI, Government and any other competent authority in this behalf, have been duly complied with." (C) The signatories shall further certify that all disclosures made in the offer document and the addendum for rights offering are true and correct. Part D - Disclosures in an abridged letter of offer for rights issue of Indian depository receipts [See regulation 222(1)] (1) A listed issuer making a rights issue of IDRs shall make disclosures, as required under its home country regulations, if any, and as specified in Part B of this Schedule, in the abridged letter of offer for rights offering. (2) Notwithstanding the above, where disclosures of matters similar or equivalent to those set out in this Schedule are required to be made in a particular form or by reference to particular requirements of home country regulations, the same shall prevail over the requirements of this Schedule and shall be deemed to be complied with....
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....ddresses and contact information of experts and counsel. (E) Name, address and contact information of the compliance officer in relation to the issue of IDRs. The compliance officer should be placed in India. (F) Name, address and contact information of stock exchanges where applications are made or proposed to be made for listing of the IDRs. (G) Disclosure about provisions relating to punishment for fictitious applications. (H) Statement/declaration for refund of excess subscription. (I) Statement that an interest of 15 per cent. p.a. would be paid to the investors if the allotments letters / refund orders are not despatched within 15 days of the closure of the rights issue, as the case may be. (J) Declaration about issue of allotment letters/certificates/ IDR within the stipulated period. (K) Date of opening of issue. (L) Date of closing of issue. (M) Last date for request for split. (N) Method and Expected Timetable of the issue. (O) Date of earliest closing of the issue. (P) Declaration by the merchant banker with regard to adequacy of resources of underwriters to discha....