TaxTMI 
TaxTMI 
Disclosures in the offer document, abridged prospectus and letter of offer [See regulations 17, 24(2)(b), 34(1), 57(1)(f), 70(2), 122(2)(ii), 123(2)(d), 131(1), 153(1)(f), 186(3)(d), 218(2), 220(1)], 239, 246(2)(b), 282(1)(f), 287(2), 291]
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....be used only if these can be substantiated by citing a proper source. (b) All blank spaces in the draft offer document shall be filled up with appropriate data before 13[filing] the offer document, as applicable, with the Registrar of Companies or filing the same with the recognised stock exchanges. (c) Simple English shall be used to enable easy understanding of the contents. Technical terms, if any, used in explaining the business of the issuer shall be clarified in simple terms. (d) Wherever it is mentioned that details are given elsewhere in the document, the same shall be adequately cross-referenced by indicating the paragraph heading and page number. (e) There shall be no forward-looking statements that cannot be substantiated. (f) Consistency shall be ensured in the style of disclosures. If first person is used, the same may be used throughout. Sentences that contain a combination of first and third persons may be avoided. (g) For currency of presentation, only one standard financial unit shall be used. Applicability An issuer making a public issue or a rights issue of specified securities shall make disclosures specified in this Schedule. Provided that: (a)....
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....r members of the promoter group or other shareholders. h) Aggregate amount proposed to be raised through all the stages of offers made through a shelf prospectus. i) In the case of the first issue of the issuer, the following clause on 'Risks in relation to the First Issue' shall be incorporated in a box format: "This being the first issue of the issuer, there has been no formal market for the securities of the issuer. The face value of the equity shares is (-----). The issue price/floor price/price band should not be taken to be indicative of the market price of the specified securities after the specified securities are listed. No assurance can be given regarding an active or sustained trading in the equity shares of the issuer nor regarding the price at which the equity shares will be traded after listing." j) The following clause on 'General Risk' shall be incorporated in a box format: "Investment in equity and equity related securities involve 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 investme....
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.... stock exchanges where the specified securities are proposed to be listed and the details of their in-principle approval for listing obtained from these stock exchange(s). (b) Back cover pages: The back inside cover page and back outside cover page shall be kept blank. (2) Table of Contents: The table of contents shall appear immediately after the front inside cover page. (3) Definitions and abbreviations: (A) Conventional or general terms (B) Issue related terms (C) Issuer and industry related terms (D) Abbreviations (4) Offer Document summary: This section shall contain summary of the following information, as applicable: (A) Primary business of the Issuer and the industry in which it operates, in not more than 100 words each; (B) Names of the promoters; (C) Size of the issue disclosing separately size of the fresh issue and offer for sale; (D) Objects of the issue in a tabular format; (E) Aggregate pre-issue shareholding of the promoter and promoter group, selling shareholder(s) as a percentage of the paid-up share capital of the issuer; 98[(EA) - For the promoter(s), promoter group and additional top 10 shareholders, the pre-issue and post-issue shareho....
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....ingent liabilities of the issuer as disclosed in restated financial statements. (K) Summary of related party transactions for last 3 years and cross-reference to related party transactions as disclosed in restated financial statements. (L) Details of all financing arrangements whereby the promoters, members of the promoter group, the directors of the company which is a promoter of the issuer, the directors of the issuer and their relatives have financed the purchase by any other person of securities of the issuer other than in the normal course of the business of the financing entity during the period of six months immediately preceding the date of the draft offer document/offer document. (M) Weighted average price at which specified security was acquired by each of the promoters and selling shareholders in the last one year. (N) Average cost of acquisition of shares for promoter and selling shareholders. (O) Size of the pre-IPO placement and allottees, upon completion of the placement (P) Any issuances of equity shares made in the last one year for consideration other than cash. (Q) Any split/consolidation of equity shares in the last one year. 30[(R) Exemption fro....
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....issuer or its promoters in the industry segment for which the issue is being made; (7) If the issuer has incurred losses in the last three financial years; (8) Dependence of the issuer or any of its business segments upon a single customer or a few customers, the loss of any one or more may have a material adverse effect on the issuer. (9) Refusal of listing of any securities of the issuer or any of its subsidiaries 20[****] during last ten years by any of the stock exchanges in India or abroad. (10) Failure of the issuer or any of its subsidiary 20[****] to meet the listing requirements of any stock exchange in India or abroad and the details of penalty, if any, including suspension of trading, imposed by such stock exchanges. (11) Limited or sporadic trading of any specified securities of the issuer on the stock exchanges. (12) In case of outstanding debt instruments, any default in compliance with the material covenants such as in creation of full security as per terms of issue, default in payment of interest, default in redemption, non-creation of debenture redemption reserve, default in payment of penal interest wherever applicable, non-availability or non-maintena....
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....lay, if any, in the schedule of the implementation of the project for which the funds are being raised in the public issue. (26) If monitoring agency is not required to be appointed as per these Regulations, the statement that deployment of the issue proceeds is entirely at the discretion of the issuer. (27) Negative cash flow from operating activities in the last three financial years. (28) If the land proposed to be acquired from proceeds of the issue is not registered in the name of the issuer. (29) Any restrictive covenants as regards the interests of the equity shareholders in any shareholders' agreement, promoters' agreement or any other agreement for short term (secured and unsecured) and long term borrowings. (30) Existence of a large number of pending investor grievances against the issuer 21[and] listed subsidiaries 22[***] (31) In case of issue of secured convertible debt instruments, risks associated with second or residual charge or subordinated obligation created on the asset cover. 27[32. In case the proforma financial statements / restated consolidated financial statements has been provided by a peer reviewed Chartered Accountants who....
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....ess of the debenture trustee, in case of a public issue of convertible debt instruments. (K) Name, address, telephone number and e-mail address of the monitoring agency, if appointed, and disclosure as to whether such appointment is pursuant to these regulations. (L) Name, address, telephone number and e-mail address of the appraising entity in case the project has been appraised. (M) Filing the draft offer document/draft letter of offer/offer document: (a) Under this head, the office of the Board where the draft offer document/draft letter of offer/offer document has been filed. (b) Address of the Registrar of Companies, where copy of the offer document, having attached thereto the material contracts and documents referred to elsewhere in the offer document, has been filed. (N) Where the issue is being made through the book building process, the brief explanation of the book building process. (O) Details of underwriting: (a) Names, addresses, telephone numbers, and e-mail addresses of the underwriters and the amount underwritten by each of them. (b) Declaration by the board of directors of the issuer that the underwriters have sufficient resources to discharge th....
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....es, description, aggregate nominal value and issue amount (to be disclosed in that order) and applicable percentages in case of a book built issue. (c) Paid-up capital: (i) After the issue. (ii) After conversion of convertible instruments (if applicable). (d) Share premium account (before and after the issue). (B) The following tables/notes shall be included after the table of the capital structure: (a) Details of the existing share capital of the issuer in a tabular form, indicating therein with regard to each allotment, the date of allotment, the name of allottee, nature of allotment, the number of shares allotted, the face value of the shares, the issue price and the form of consideration. (b) Where shares have been issued for consideration other than cash or out of revaluation reserves at any point of time, details in a separate table, indicating the date of issue, date of revaluation of assets, persons to whom issued, price, reasons for the issue and whether any benefits have accrued to the issuer out of the issue. (c) If shares have been allotted in terms of any scheme of arrangement approved under sections 391-394 of the Companies Act, 1956 or sections 230-23....
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.... in items (i), (ii), (iii) and (iv) shall be disclosed to indicate separately the names of the persons who acquired equity shares by subscription to the public issue and those who acquired the equity shares by allotment on a firm basis or through private placement. (g) Proposal or intention, negotiations and consideration of the issuer to alter the capital structure by way of split or consolidation of the denomination of the shares, or issue of specified securities on a preferential basis or issue of bonus or rights or further public offer of specified securities, within a period of six months from the date of opening of the issue. (h) Total shareholding of each of the promoters in a tabular form, with the name of the promoter, nature of issue, date of allotment/transfer, number of shares, face value, issue price/ consideration, date when the shares were made fully paid-up, percentage of the total pre and post-issue capital, if any and the number and percentage of pledged shares, if any, held by each promoter. (i) The number of members/shareholders of the issuer. (j) Details of: (i) the aggregate shareholding of the promoter group and of the directors of the promoters, wh....
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....it is so exempt. (vi) A statement that the promoter undertakes to accept full conversion, if the promoters' contribution is in terms of the same optionally convertible debt instrument as is being offered to the public. (l) A statement that the issuer, its directors or the lead manager(s) have not entered into any buy-back arrangements for purchase of the specified securities of the issuer. (m) A statement that all securities offered through the issue shall be made fully paid-up, if applicable, or may be forfeited for non-payment of calls within twelve months from the date of allotment of securities. (n) Details of shareholding, if any, of the lead manager(s) and their associates (as defined under the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992) in the issuer. (o) Details of options granted or equity shares issued under any scheme of employee stock option or employee stock purchase of issuer, in the preceding three years (separately for each year) and on a cumulative basis for all options or equity shares issued prior to the date of the offer document. (p) The following details in cases where options granted to employees in pursuance of an....
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.... or allotted under an employee stock purchase scheme, to sell their equity shares within three months after the date of listing of the equity shares in the initial public offer (aggregate number of equity shares intended to be sold by the holders of options), if any. In case of an employee stock option scheme, this information same shall be disclosed regardless of whether the equity shares arise out of options exercised before or after the initial public offer. (xvi) specific disclosures about the intention to sell equity shares arising out of an employee stock option scheme or allotted under an employee stock purchase scheme within three months after the date of listing, by directors, 63[key managerial personnel, senior management] and employees having equity shares issued under an employee stock option scheme or employee stock purchase scheme amounting to more than one per cent. of the issued capital (excluding outstanding warrants and conversions), which inter-alia shall include name, designation and quantum of the equity shares issued under an employee stock option scheme or employee stock purchase scheme and the quantum they intend to sell within three months. (xvii) detai....
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....he investment (4) If one of the objects of the issue is to grant a loan to an entity other than a subsidiary, details of the loan agreements, including the rate of interest, whether secured or unsecured, duration, nature of security, terms of repayment, subordination etc. and the nature of benefit expected to accrue to the issuer as a result of the investment. If such a loan is to be granted to any of the group companies, details of the same. (5) If one of the objects of the issue is utilisation of the issue proceeds for long term working capital, the following additional disclosures on a standalone basis 100[, based on audited standalone financial statements]: (a) Basis of estimation of working capital requirement along with the relevant assumptions. (b) Reasons for raising additional working capital substantiating the same with relevant facts and figures. (c) Details of the projected working capital requirement, including detailed assessment of working capital after implementation of the project or achievement of objects of the issue, as the case may be, capacity utilisation assumptions, break up of expected current assets into raw materials, finished goods, work in pro....
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...., the date of quotations relied upon for the cost estimates given shall also be mentioned. iii) The percentage and value terms of the plant and machinery for which orders are yet to be placed shall be stated. (c) The details of the second hand machinery bought or proposed to be bought, if any, including the age of the machines, balance estimated life, etc. shall also be given. collaboration, performance guarantee if any, or assistance in marketing by the collaborators. The following information regarding persons or entities with whom technical and financial agreements have been entered into shall be given: i) place of registration and year of incorporation. ii) paid up share capital. iii) turnover of the last financial year of operation. iv) general information regarding such persons relevant to the issuer. (d) infrastructure facilities for raw materials and utilities like water, electricity, etc. (8) Property: If one of the object of the issue is to purchase any property, where arrangements have been made, details of: (a) names address, descriptions and occupations of the vendors; (b) the amount paid or payable in cash, shares or debentures to the vendor and,....
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....roposed to be used. (B) Requirement of funds: (1) Where the issuer proposes to undertake more than one activity or project, such as diversification, modernisation, expansion, etc., the total project cost activity-wise or project wise, as the case may be. (2) Where the issuer is implementing the project in a phased manner, the cost of each phase, including the phase, if any, which has already been implemented, shall be separately given. (3) Details of all material existing or anticipated transactions in relation to utilisation of the issue proceeds or project cost with promoters, promoter group, directors, key managerial personnel, 65[senior management] and group companies. The relevant documents shall be included in the list of material documents for inspection. (C) Funding plan (means of finance): (1) An undertaking by the issuer confirming that firm arrangements of finance have been made through verifiable means towards seventy five per cent. of the stated means of finance for the project proposed to be funded from issue proceeds, excluding the amount to be raised through proposed issue and existing identifiable internal accruals. (2) Balance portion of the means of....
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....okerage, selling commission and upload fees (3) Registrars to the issue (4) Legal Advisors (5) Advertising and marketing expenses (6) Regulators including stock exchanges (7) Printing and distribution of issue stationary (8) Others, if any (to be specified). (K) Basis for Issue Price: (1) The basis for issue price, floor price or price band, as the case may be, on a consolidated basis, after giving effect to any bonus or split of shares undertaken after the last balance sheet date: (a) Earnings Per Share and Diluted Earnings Per Share, pre-issue, for the last three years (as adjusted for changes in capital). (b) Price to Earnings ratio pre-issue. (c) Average Return on Net Worth in the last three years. (d) Net Asset Value per share based on the last balance sheet. (e) Net Asset Value per share after the issue and comparison thereof with the issue price. (f) An illustrative format of disclosure in respect of the basis for issue price is given hereunder: 102[(1) Adjusted Earnings Per Share (EPS) and Adjusted Diluted EPS (a) Financial Year 1 ₹ 0.41** (b) Financial Year 2 ₹ 8.39 ** (c) Financial Y....
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....on with the lead manager(s) and justified by the issuer in consultation with the lead manager(s) on the basis of the above information." (k) Accounting ratios in support of basis of the issue price shall be calculated after giving effect to the consequent increase in capital on account of compulsory conversions outstanding, as well as on the assumption that the options outstanding, if any, to subscribe for additional capital will be exercised. (2) Issue of debt instruments bearing interest less than the bank rate: Whenever fully convertible debt instruments are issued bearing interest at a rate less than the bank rate, disclosures about the price that would work out to the investor, taking into account the notional interest loss on the investment from the date of allotment of fully convertible debt instruments to the date(s) of conversions). 57[(3) For all the Key Performance Indicators (KPIs) disclosed in the offer document, the Issuer Company and the lead merchant bankers (LMs) shall ensure the following: (a) KPIs disclosed in the offer document and the terms used in KPIs shall be defined consistently and precisely in the "Definitions and Abbreviations" section ....
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....t. (iii) Issuer Company in consultation with the lead merchant banker may make disclosure of any other relevant and material KPIs of the business of the Issuer Company as it deems appropriate that have a bearing for arriving at the basis for issue price. (iv) Cross reference of KPIs disclosed in other sections of the offer document to be provided in the 'Basis for Issue Price' section of the offer document. (v) For the KPIs disclosed under the 'Basis for Issue Price' section, disclosure of the comparison with Indian listed peer companies and/ or global listed peer companies, as the case may be (wherever available). The set of peer companies shall include companies of comparable size, from the same industry and with similar business model (if one to one comparison is not possible, appropriate notes to explain the differences may be included). (i) The Issuer Company shall continue to disclose the KPIs which were disclosed in the 'Basis for Issue Price' section of the offer document, on a periodic basis, at least once in a year (or for any lesser period as determined by the Issuer Company), for a duration tha....
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....ons where promoter / promoter group entities or shareholder(s) selling shares through offer for sale in IPO or shareholder(s) having the right to nominate director(s) in the Board of the Issuer Company, are a party to the transaction), not older than 3 years prior to the date of filing of the DRHP / RHP, irrespective of the size of transactions. 2. Price per share disclosed, shall be adjusted for corporate actions e.g. split, bonus etc. done by the Issuer Company. (c) Floor price and cap price being [●] times the weighted average cost of acquisition (WACA) based on primary/ secondary transaction(s) as disclosed in terms of clause (a) and (b) or Note 1 above, shall be disclosed in the following manner: Past Transactions WACA (in Rs.) IPO Floor Price in Rs. [●] IPO Cap Price in Rs. [●] WACA of Primary Issuance [●] times [●] times WACA of Secondary transactions [●] times [●] times (d) Detailed explanation for offer price / cap price being [●] times of WACA of Primary issuance price / Secondary transaction price, along with comparison of Issuer Company's KPI....
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.... whether the same are legally held by the issuer and whether all formalities in this regard have been complied with. (b) In case any of the material intellectual property rights are not registered in the name of the issuer, the name of the entity with which these are registered. (c) In case the intellectual property rights are registered in the name of an entity in which the promoters are interested, the salient features of the agreement entered into for the use of the intellectual property rights by the issuer. (5) Property: Details of its material properties (C) Key Industry-Regulations (if applicable): (D) History and Corporate Structure of the issuer: (1) History including the following details: (a) Details of the issuer such as the date of incorporation, date of commencement of business, date of conversion of partnership into limited company or private limited company to public limited company, as applicable, dates on which names have been changed, if applicable, reasons for change of name, changes in registered offices of the issuer and reasons thereof. (b) Details of the major events in the history of the issuer, such as: (i) Significant financial or strate....
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....India (Listing Obligations and Disclosure Requirements) Regulations, 2015.] (e) All such shareholders' agreements and other agreements shall be included in the list of material contracts as required under 30[sub-item (1) of Item (18)]. (F) Management: (a) Board of Directors: (i) Name, Director Identification Number, date of birth, age, qualifications, experience, address, occupation and date of expiration of the current term of office of manager, managing director, and other directors (including nominee directors and, whole-time directors), period of directorship, and their directorships in other companies. (ii) For each person, details of current and past directorship(s) in listed companies whose shares have been/were suspended from being traded on any of the stock exchanges, during his/her tenure, as follows: (a) Name of the Company: (b) Listed on (give names of the stock exchange(s)): (c) Date of suspension on the stock exchanges: (d) If trading suspended for more than three months, reasons for suspension and period of suspension. (e) If the suspension of trading revoked, the date of revocation of suspension. (f) Term (along with relevant dates) of the ....
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....r 35[sub-item (1) of Item (18)]. (c) Shareholding of directors, including details of qualification shares held by them, if applicable. (d) Interest of Directors: i) Nature and extent of interest, if any, of every director in the issuer, including in any property acquired or proposed to be acquired of the issuer or by the issuer or in the promotion or formation of the issuer. ii) Where the interest of such a director consists in being a member of a firm or company, the nature and extent of the interest of the firm or company, with a statement of all sums paid or agreed to be paid to him or to the firm or company in cash or shares or otherwise by any person either to induce him to become, or to qualify him as, a director, or otherwise for services rendered by him or by the firm or company, in connection with the promotion or formation of the issuer shall be disclosed. (e) Change, if any, in the directors during the last three years, and reasons, thereof. (f) Management Organisation Structure. (g) Corporate Governance: (i) A statement that the issuer has complied with the requirements of corporate governance relating to the composition of its board of directors, c....
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.... personnel and senior management] is high compared to the industry, reasons should be disclosed. (x) Employees: * Refer the page where disclosures regarding employees stock option scheme/ employees stock purchase scheme of the issuer, if any, as required by the Regulations or Regulations of the Board relating to Employee Stock Option Scheme and Employee Stock Purchase Scheme, is given. * Payment or Benefit to key managerial personnel 78[and senior management] of the issuer (non-salary related): Any amount or benefit paid or given within the two preceding years or intended to be paid or given to any officer and consideration for payment of giving of the benefit. (G) Promoters/ principal shareholders: (a) Where the promoters are individuals: (i) A complete profile of all the promoters, including their name, date of birth, age, personal addresses, educational qualifications, experience in the business or employment, positions/posts held in the past, directorships held, other ventures of each promoter, special achievements, their business and financial activities, photograph 36[and Permanent Account Number] (ii) A declaration confirming that the Permanent Account Num....
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....any that now seeks to get listed (v) Average holding period of the Fund's investments; (vi) Sector focus/core specialization of the Fund, if applicable. (d) If the present promoters are not the original promoters and control of the issuer was acquired in the preceding five years, details regarding the acquisition of control, date of acquisition, terms of acquisition, consideration paid for acquisition and compliance with the provisions of 39[****] the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as applicable, and the Listing Agreement or the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as applicable. (e) If there is no identifiable promoter, details of the shareholders who control individually or as a group, fifteen per cent. or more of the voting rights of the issuer and of persons, if any, who have the right to appoint director(s) on the board of directors of the issuer. (f) If the promoters do not have experience in the proposed line of business, that fact shall be disclosed explaining how the proposed activities would be carried out/managed. ....
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....financial information. The restated and other financial information should be complete in all respects. To avoid duplication of disclosures in the offer document, appropriate use of cross reference may be made to the restated and other financial information. (A) Restated Financial information (i) Consolidated Financial Statements (CFS) prepared in accordance with Ind AS for three years and the stub period (if applicable) should be audited and certified by the 40[statutory auditor(s) or Chartered Accountants] who holds a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI). The stub period CFS shall be required, if Ind AS CFS for latest full financial year included in the offer document is older than six months from the date of filing of the draft offer document/offer document. The stub period should not end up to a date earlier than six months of the date of filing of the draft offer document/offer document. In accordance with Ind AS 34 Interim Financial Reporting, the group should present a complete Ind AS CFS for the stub period, except the issuer has been exempted from presenting comparatives for the stub period. CF....
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....auditor earlier held a valid peer review certificate, but did not hold a valid certificate at the date of signing the restated financial information, the earlier certificate shall be considered valid provided there is no express refusal by the peer review board to renew the certificate and the process to renew the peer review certificate was initiated by the auditor. (f) Where an issuer does not have a subsidiary, associate or joint venture, in any financial year, the issuer shall present separate financial statements for that financial year by following the applicable requirements of a restated CFS. (g) List of the related parties and all related party transactions of the consolidated entities (whether eliminated on consolidation or not), which require disclosure under Ind AS 24 and/ or covered under section 188(2) of the Companies Act, 2013 (as amended), as disclosed in the separate financial statement of the consolidated entities, should be disclosed in the restated financial information. * All funding arrangements including inter-se guarantees among the entities consolidated; except contribution to equity share capital, shall be disclosed. The important terms and conditio....
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....es not mandate audit, financial statements should be audited as per the auditing standards/ requirements applicable in India. (d) The financial statements of foreign subsidiaries may be acceptable in a GAAP other than Ind AS, if local laws require application of local GAAP. (B) Other Financial Information (i) The following information shall be computed as per the Guidance Note issued by the ICAI from time to time and disclosed in other financial information * Earnings per share (Basic and Diluted) * Return on net worth * Net Asset Value per share * EBITDA (ii) If the proceeds, fully or partly, directly or indirectly, is to be used for acquisition of one or more material businesses or entities, the audited statements of balance sheets, profit and loss, cash flow for the latest three financial years and stub period (if available) prepared as per framework applicable to the business or subsidiary proposed to be acquired shall be included in the draft offer document/offer document. For this purpose, the proposed acquisition (covering all businesses or subsidiaries proposed to be acquired) shall be considered material if it will make 20% or more contribution in aggregate....
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....te, standard on assurance engagement or guideline issued by the ICAI from time to time and certified by the statutory auditor or chartered accountants, who hold a valid certificate issued by the Peer Review Board of the ICAI. The issuer Company may voluntarily choose to provide proforma financial statements of acquisitions or divestments (i) even when they are below the above materiality threshold, or (ii) if the acquisitions or divestments have been completed prior to the latest period(s) for which financial information is disclosed in the draft offer document or the offer document. Furthermore, the Proforma financial statements may be disclosed for such financial periods as determined by the issuer company. The issuer may also voluntarily include financial statements of the business or subsidiary acquired or divested, provided that such financial statements are certified by the auditor (of the business or subsidiary acquired or divested) or chartered accountants, who hold a valid certificate issued by the Peer Review Board of the ICAI. In case of one or more acquisitions or divestments, one combined set of Proforma financial statements should be presented. Where the busines....
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....ign customer/supplier constitutes a significant portion of the issuer's business, disclosure of the fact along with its impact on the business on account of exchange rate fluctuations. f. In case the issuer has deviated from applicable accounting standards for recording sales and revenues, its impact may be analysed and disclosed. g. The nature of miscellaneous income and miscellaneous expenditure for the interim period and the preceding years (iv) Comparison of last three years and the stub period on the major heads of the profit and loss statement, including an analysis of reasons for the changes in significant items of income and expenditure shall also be given, inter-alia, containing the following: a. unusual or infrequent events or transactions including unusual trends on account of business activity, unusual items of income, change of accounting policies and discretionary reduction of expenses etc. b. significant economic changes that materially affected or are likely to affect income from continuing operations; c. known trends or uncertainties that have had or are expected to have a material adverse impact on sales, revenue or income from continuing operations; ....
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....e use of cross reference may be made to the restated and other financial information. (A) Restated Financial information (i) Consolidated Financial Statements (CFS) prepared in accordance with Indian GAAP for three years and stub period (if applicable) should be audited and certified by the 44[statutory auditor(s) or Chartered Accountants] who holds a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI). The stub period CFS shall be required, if Indian GAAP CFS for latest full financial year included in the draft offer document/offer document is older than six months old from the date of filing of the draft offer document/offer document. The stub period should not end up to a date earlier than six months of the date of filing of the offer document. In accordance with AS 25 Interim Financial Reporting, the group should present a complete Indian GAAP CFS for the stub period, except the issuer has been exempted from presenting comparatives for the stub period. CFS shall be prepared as per the provisions of Companies Act, 2013 (as amended). (a) The CFS (including for the stub period if applicable) should be restated to e....
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....d peer review certificate, but did not hold a valid certificate at the date of signing the restated financial information, the earlier certificate shall be considered valid provided there is no express refusal by the peer review board to renew the certificate and the process to renew the peer review certificate was initiated by the auditor. (f) Where an issuer does not have a subsidiary, associate or joint venture in any financial year, the issuer shall present separate financial statements for that financial year by following the applicable requirements of a restated CFS. (g) List of the related parties and all related party transactions of the consolidated entities (whether eliminated on consolidation or not), which require disclosure under AS 18 and/ or covered under section 188(2) of the Companies Act, 2013 (as amended), as disclosed in the separate financial statement of the consolidated entities, should be disclosed in the restated financial information. * All funding arrangements including inter-se guarantees among the entities consolidated; except contribution to equity share capital, shall be disclosed. The important terms and conditions of the funding arrangement an....
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....al statements should be audited as per the auditing standards/ requirements applicable in India. (d) The financial statements of foreign subsidiaries may be acceptable in a GAAP other than Indian GAAP, if local laws require application of local GAAP. (B) Other Financial Information (i) The following information shall be computed as per the Guidance Note issued by the ICAI from time to time and disclosed in other financial information * Earnings per share (Basic and Diluted) * Return on net worth * Net Asset Value per share * EBITDA (ii) If the proceeds, fully or partly, directly or indirectly, is to be used for acquisition of one or more material businesses or entities, the audited statements of balance sheets, profit and loss, cash flow for the latest three financial years and stub period (if available) prepared as per framework applicable to the business or subsidiary proposed to be acquired shall be included in the draft offer document/offer document. For this purpose, the proposed acquisition (covering all businesses or subsidiaries proposed to be acquired) shall be considered material if it will make 20% or more contribution in aggregate to either turnover, or ....
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....ote, standard on assurance engagement or guidelines issued by the ICAI from time to time and certified by the statutory auditor or chartered accountants, who hold a valid certificate issued by the Peer Review Board of the ICAI. The issuer Company may voluntarily choose to provide proforma financial statements of acquisitions or divestments (i) even when they are below the above materiality threshold, or (ii) if the acquisitions or divestments have been completed prior to the latest period(s) for which financial information is disclosed in the draft offer document or the offer document. Furthermore, the Proforma financial statements may be disclosed for such financial periods as determined by the issuer company. The issuer may also voluntarily include financial statements of the business or subsidiary acquired or divested, provided that such financial statements are certified by the auditor (of the business or subsidiary acquired or divested) or chartered accountants, who hold a valid certificate issued by the Peer Review Board of the ICAI. In case of one or more acquisitions or divestments, one combined set of Proforma financial statements should be presented. Where the businesses ....
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....r/supplier constitutes a significant portion of the issuer's business, disclosure of the fact along with its impact on the business on account of exchange rate fluctuations. f. In case the issuer has deviated from statutorily prescribed manner for recording sales and revenues, its impact may be analysed and disclosed. g. The nature of miscellaneous income and miscellaneous expenditure for the interim period and the preceding years, if applicable. (iv) Comparison of last three years and the stub period on the major heads of the profit and loss statement, including an analysis of reasons for the changes in significant items of income and expenditure shall also be given, inter-alia, containing the following: a. unusual or infrequent events or transactions including unusual trends on account of business activity, unusual items of income, change of accounting policies and discretionary reduction of expenses etc. b. significant economic changes that materially affected or are likely to affect income from continuing operations; c. known trends or uncertainties that have had or are expected to have a material adverse impact on sales, revenue or income from continuing operations....
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....regulations; b. the specified securities offered in further public offer are of the same class of those already listed on a stock exchange; c. financial reports of the issuer are available on the website of any stock exchange or on a common e-filing platform specified by the Board; d. there has not been any change in management of the issuer; e. specified securities of issuer have not been listed pursuant to relaxation granted from clause (b) of sub-rule (2) of rule 19 of Securities Contracts (Regulation) Rules, 1957. (ii) The issuer satisfying the conditions specified in clause (i) may disclose consolidated financial statements as disclosed under Companies Act, 2013. (iii) A report by the auditors of the issuer on a limited review of the profit or loss and assets and liabilities (indicating changes in accounting policies, if any), as at a date not earlier than six months prior to the date of the opening of the issue, where audited accounts as at such date are not available. For this purpose, it shall be sufficient if: a. In the statement of the assets and liabilities, the main heads of assets and liabilities as provided in Part I of Schedule III of the Companies Act,....
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....s* Total Capital Ratio: Non-current borrowings/ Total equity *These terms shall carry the meaning as per Schedule III of the Companies Act, 2013 (as amended). (ix) Management's Discussion and Analysis of Financial Position and Results of Operations as reflected in the restated Indian GAAP CFS shall be provided in other financial information. (x) Overview of the business of the issuer. (xi) Significant developments subsequent to the last financial year or when applicable subsequent to the stub period: A statement by the directors whether in their opinion there have arisen any circumstances since the date of the last financial statements as disclosed in the offer document and which materially and adversely affect or is likely to affect within the next twelve months : a. the trading or profitability of the issuer; or b. the value of its assets; or c. its ability to pay its liabilities. (xii) Factors that may affect the results of operations. (xiii) Discussion on the results of operations: This information shall, inter-alia, contain the following: a. A summary of the past financial results after adjustments as given ....
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.... of any publicly announced new products or business segment; h. the extent to which business is seasonal; i. any significant dependence on a single or few suppliers or customers; j. competitive conditions. (12) Legal and Other Information: (A) Outstanding Litigations and Material Developments: (1) Pending Litigations involving the issuer/ its directors/ promoters/ subsidiaries: (i) All criminal proceedings; (ii) All actions by regulatory authorities and statutory authorities; (iii) Disciplinary action including penalty imposed by SEBI or stock exchanges against the promoters in the last five financial years including outstanding action; (iv) Claims related to direct and indirect taxes, in a consolidated manner, giving the number of cases and total amount; 111[(v) Other pending litigations based on lower of threshold criteria mentioned below- (i) As per the policy of materiality defined by the board of directors of the issuer and disclosed in the offer document; or (ii) Litigation where the value or expected impact in terms of value, exceeds the lower of the following: (a) two percent of turnover, as per the latest annual restated consolidated financial st....
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.... enable investors to take an informed decision; (g) Any other disclosure as specified by the Board. (5) The fact that the issuer or any of its promoters or directors is a wilful defaulter shall be disclosed prominently on the cover page with suitable cross-referencing to the inside pages. (6) Disclosures specified herein shall be made in a separate chapter or section, distinctly identifiable in the Index /Table of Contents. (B) Government approvals: (1) Investment approvals (GoI/ RBI, etc., as applicable), letter of intent or industrial license and declaration of the Central Government, Reserve Bank of India or any regulatory authority about the non-responsibility for financial soundness or correctness of the statements; (2) All government and other approvals which are material and necessary for carrying on the business and operations of the issuer and material subsidiaries. (13) Information with respect to group companies 23[(A) In case of an issuer not being a government company, statutory authority or corporation or any special purpose vehicle set up by any of them, the names and registered office address of all the group companies shall be disclosed in the Offer ....
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.... the capital market in terms of these Regulations. (Details of compliance with eligibility requirements to make a fast track issue, if applicable.) (F) Compliance with Part B of this Schedule, as the case may be, if applicable. (G) Disclaimer clauses: (1) The offer document shall contain the following disclaimer clause in bold capital letters: "It is to be distinctly understood that submission of the draft offer document/draft letter of offer/offer document to the Securities and Exchange Board of India (SEBI) should not in any way be deemed or construed that the same has been cleared or approved by SEBI. SEBI does not take any responsibility either for the financial soundness of any scheme or the project for which the issue is proposed to be made or for the correctness of the statements made or opinions expressed in the draft offer document/draft letter of offer/offer document. The lead manager(s), has certified that the disclosures made in the draft offer document/draft letter of offer/offer document are generally adequate and are in conformity with the Regulations. This requirement is to facilitate investors to take an informed decision for making investment in the propos....
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....ion obtained, if any. (N) Previous public or rights issues, if any, during the last five years: (1) Closing date. (2) Date of allotment. (3) Date of refunds. (4) Date of listing on the stock exchange(s). (5) If the issue(s) was at premium or discount, the amount thereof. (O) Commission or brokerage on previous issues in last five years. (P) Following particulars in regard to the issuer and other listed group companies/subsidiaries/associates which made any capital issue during the last three years shall be given: (1) Name of the Company. (2) Year of Issue. (3) Type of Issue (public/rights/composite). (4) Amount of issue. (5) Date of closure of issue. (6) Date of allotment and date of credit of securities to the demat account. (7) Date of completion of the project, where object of the issue was financing the project. (8) Rate of dividend paid. (Q) Performance vis-à-vis objects: (1) Issuer: (a) A list of all the public/rights issues made during the preceding five years, along with the year of issue. (b) Details of non-achievement of objects, with quantification of shortfall and delays for such public/rights issues. (2) Listed Subsidiar....
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....ices in point (1) above should be calculated on closing price on the stock exchange. (T) Mechanism evolved for redressal of investor grievances: (1) arrangements or mechanism evolved by the issuer for redressal of investor grievances including through SEBI Complaints Redress System (SCORES) (2) number of investor complaints received during the preceding three years and the number of complaints disposed off during that period (3) number of investor complaints pending on the date of filing the draft offer document (4) number of investor complaints pending on the date of filing the draft offer document in respect of the five largest (in terms of market capitalization) listed group companies. (5) time normally taken by the issuer for disposal of various types of investor grievances. (6) Disclosures prescribed under sub-clauses (2) to (5) shall also be made in regard to the listed subsidiaries. 51[(U) Exemption from complying with any provisions of securities laws, if any, granted by SEBI shall be disclosed.] (15) Offering Information: (A) Terms of the Issue: (a) Statement that the shares issued in the issue shall be pari passu with the existing shares in all r....
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....be intimated to the shareholders or investors. (b) The issuer is free to make arrangements for providing liquidity in respect of odd lot shares through any investment or finance company, broking firms or through any other agency and the particulars of such arrangement, if any, may be disclosed in the offer document related to the concerned issue of capital. (c) The lead merchant banker shall ascertain whether the issuer coming for fresh issue of capital proposes to set up trusts in order to provide service to the investors in the matter of disposal of odd lot shares of the issuer held by them and if so, disclosures relating to setting up and operation of the trust shall be contained in the offer document. (d) Whenever any issue results in issue of shares in odd lots, the issuer, shall as far as possible issue certificates in the denomination of 1-2-5-10-20-50 shares. (k) Restrictions, if any, on transfer and transmission of shares or debentures and on their consolidation or splitting. (l) New Financial Instruments: Terms and conditions including redemption, security, conversion and any other relevant features of any new financial instruments such as deep discount bonds, d....
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....r allotment under the reserved category. The non-resident Indians who intend to make payment through Non-Resident Ordinary (NRO) accounts shall use the form meant for Resident Indians and shall not use the forms meant for reserved category." (g) Application by ASBA investors: (i) Details of Application Supported by Blocked Amount process including specific instructions for submitting Application Supported by Blocked Amount. (ii) A statement that each application form shall bear the stamp of the syndicate member/SCSBs/registrar and share transfer agents/depository participants/stock brokers and if not, the same shall be rejected. (3) Escrow mechanism for anchor investors: Escrow account of the issuer. (4) Terms of payment and payment into the escrow collection account by anchor investors. (5) Electronic registration of bids. (6) Build-up of the book and revision of bids. In this regard, it may be specifically disclosed that qualified institutional buyers and non-institutional investors can neither lower or withdraw their bids at any stage and retail individual investors can withdraw or revise their bids till issue closure date (7) Price discovery and allocation. (8....
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....**] demat credit. (22) Method of allotment as may be prescribed by the Board from time to time. (23) Letters of Allotment or refund orders or instructions to Self Certified Syndicate Banks in Application Supported by Blocked Amount process. The issuer shall ensure that "at par" facility is provided for encashment of refund orders for applications other than Application Supported by Blocked Amount process. (24) Mode of making refunds: (a) The mode in which the issuer shall refund the application money to applicants in case of an oversubscription or failure to list. (b) If the issuer proposes to use more than one mode of making refunds to applicants, the respective cases where each such mode will be adopted. (c) The permissible modes of making refunds and unblocking of funds are as follows: (i) In case of applicants residing in any of the centres specified by the Board: by crediting of refunds to the bank accounts of applicants through electronic transfer of funds by or NACH (National Automated Clearing House), as applicable, Direct Credit, RTGS (Real Time Gross Settlement) or NEFT (National Electronic Funds Transfer), as is for the time being permitted by the Reserve B....
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....ived in respect of the issue shall be attended to by the issuer expeditiously and satisfactorily; (ii) that all steps for completion of the necessary formalities for listing and commencement of trading at all stock exchanges where the securities are to be listed are taken within the period prescribed by the Board; (iii) that the issuer shall apply in advance for the listing of equities on the conversion of debentures/ bonds; (iv) that the funds required for making refunds/unblocking to unsuccessful applicants as per the mode(s) disclosed shall be made available to the registrar to the issue by the issuer; (v) that where refunds are made through electronic transfer of funds, a suitable communication shall be sent to the applicant within the specified period of closure of the issue giving details of the bank where refunds shall be credited along with amount and expected date of electronic credit of refund; (vi) that the promoters' contribution in full, wherever required, shall be brought in advance before the Issue opens for public subscription and the balance, if any, shall be brought on a pro rata basis before the calls are made on public in accordance with applicable pro....
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....ect that: (i) all monies received out of issue of specified securities to the public shall be transferred to a separate bank account other than the bank account referred to in the Companies Act,2013; (ii) details of all monies utilised out of the issue referred to in sub-item(i) shall be disclosed and continue to be disclosed till the time any part of the issue proceeds remains unutilised under an appropriate separate head in the balance sheet of the issuer indicating the purpose for which such monies had been utilised; and (iii) details of all unutilised monies out of the issue of specified securities referred to in sub-item (i) shall be disclosed under an appropriate separate head in the balance sheet of the issuer indicating the form in which such unutilised monies have been invested. (b) For an issue other than an offer for sale or a public issue made by any scheduled commercial bank or a public financial institution, a statement of the board of directors of the issuer to the effect that: (i) the utilisation of monies received under promoters' contribution and from reservations shall be disclosed and continue to be disclosed under an appropriate head in the balance sh....
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....overnment of India or the guidelines/regulations issued by the Securities and Exchange Board of India, established under section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with and no statement made in the Red Herring Prospectus is contrary to the provisions of the the Companies Act, 2013, the Securities and Exchange Board of India Act, 1992 or rules made or guidelines or regulations issued there under, as the case may be. We further certify that all statements are true and correct. 113[Part B-Disclosures in a letter of offer (1) An issuer proposing a rights issue shall make the following disclosures, as far as possible, in the draft letter of offer /letter of offer in the order in which the disclosures are specified in this clause: (I) Cover Pages: The cover page paper shall be of adequate thickness (minimum hundred GSM quality). (a) Front Cover Pages: i. Front inside cover page shall be kept blank. ii. Front outside cover page shall contain only the following details: (a) Type of letter of offer ("Draft Letter of Offer" or "Letter of Offer"). (b) Date of the draft letter of offer / letter of offer. (....
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.... c. Last date for on-market renunciation of rights entitlements d. Date of closing of the issue e. Date of finalization of basis of allotment f. Date of allotment g. Date of credit of rights equity shares h. Date of listing (j) Name(s) of the stock exchanges where the specified securities are listed and the details of their in-principle approval for listing obtained from these stock exchange(s) along with the name of Designated Stock Exchange. (II) Back cover pages: 1. The back inside cover page and back outside cover page shall be kept blank. 2. The letter of offer should be in clear readable font, preferably of minimum font size ten. (III) Table of contents: The table of contents shall appear immediately after the front inside cover page. (IV) Definitions and abbreviations: a) Conventional or general terms b) Issue related terms c) Issuer and industry related terms d) Abbreviations (V) Letter of offer A. Description of the business of the Issuer in a summary form. B. Intention and extent of participation by promoter/promoter group with respect to: a) their rights entitlement and intention to subscribe to their rights entitlement b) their ....
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....e latest annual restated consolidated financial statements of the issuer; (b) two percent of net worth, as per the latest annual restated consolidated financial statements of the issuer, except in case the arithmetic value of the net worth is negative; or (c) five percent of the average of absolute value of profit or loss after tax, as per the last three annual restated consolidated financial statements of the issuer. 3. These disclosures shall be made in respect of the issuer and the subsidiary companies of the issuer as per the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. (VI) Risk factors: A. Risk factors shall be in relation to the following: i. issue and objects of the issue; ii. risks material to the issuer and its business; in each case above, where applicable, along with instances of occurrence of such risk in the past and financial or other impact thereof, if any, on the issuer and its business. (VII) Whether the issuer is in compliance with the equity listing agreement or the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as applicabl....
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....elephone numbers, and e-mail address of the underwriters and the amount underwritten by each of them. b. Declaration by the board of directors of the issuer that the underwriters have sufficient resources to discharge their respective obligations. c. In case of partial underwriting of the issue, the extent of such underwriting. d. Details of the final underwriting arrangement, indicating actual number of specified securities underwritten, in the letter of offer filed with the designated stock exchange. 8. The fact of filing the letter of offer with the Board and the stock exchange(s) and the office of the Board where the letter of offer has been filed. B. Capital Structure: The capital structure in the following manner in a tabular form: 1. Authorised, issued and subscribed capital, after suitable incorporation of the outstanding convertible securities (number of securities, description and aggregate nominal value). 2. Paid-up capital. (a) After the issue. (b) Assuming conversion of convertible securities, warrants, if any, and employee stock options that vest until the allotment date. 3. The following details of outstanding instruments: (A) Details ....
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....it expected to accrue to the issuer as a result of the investment; (4) If one of the objects of the issue is to grant a loan to an entity other than a subsidiary, details of the loan agreements including the rate of interest, whether secured or unsecured, duration, nature of security, terms of repayment, subordination, etc. and the nature of benefit expected to accrue to the issuer as a result of the investment. If such a loan is to be granted to any of the group companies, details of the same. (5) If one of the objects of the issue is utilisation of the issue proceeds for long term working capital, the following additional disclosures on a standalone basis, based on audited standalone financial statements: (a) Basis of estimation of working capital requirement, along with relevant assumptions. (b) Reasons for raising additional working capital, substantiating the same with relevant facts and figures. (c) Details of the projected working capital requirement including detailed assessment of working capital after implementation of the project or achievement of objects of the issue, as the case may be, capacity utilisation assumptions, breakup of expected current assets into....
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.... placed shall be stated. (d) The details of the second hand equipment bought or proposed to be bought, if any, including the age of the machines, balance estimated life, etc. shall also be given. (8) If warrants or partly paid shares are proposed to be issued in a rights issue, disclosure of the objects towards which the funds from conversions of warrants/call money for partly paid shares are proposed to be used. (B) Requirement of Funds: (1) Where the issuer proposes to undertake more than one activity or project, such as diversification, modernisation, expansion, etc., the total project cost activity-wise or project wise, as the case may be. (2) Where the issuer is implementing the project in a phased manner, the cost of each phase including the phase, if any, which has already been implemented. (3) Details of all material existing or anticipated transactions in relation to the utlisation of the issue proceeds or project cost with promoters, directors, key managerial personnel, senior management, associate companies (as defined under the Companies Act, 2013). The relevant documents shall be included in the list of material documents for inspection. (4) If any part o....
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....y the issuer company, provided such proforma financial statements are prepared in accordance with any guidance note, standard on assurance engagement or guidelines issued by the Institute of Chartered Accountants of India (ICAI) from time to time and certified by the statutory auditor or chartered accountants, who hold a valid certificate issued by the Peer Review Board of the ICAI. (C) Strategic partners to the project or objects of the issue. (D) Financial partners to the project or objects of the issue. (E) Funding plan (Means of Finance): 1. An undertaking by the issuer confirming that firm arrangements of finance through verifiable means towards seventy-five per cent. of the stated means of finance, excluding the amount to be raised through the proposed issue and existing identifiable internal accruals, have been made. 2. Balance portion of the means of finance for which no firm arrangement has been made without specification. 3. Details of funds tied up and the avenues for deployment of excess proceeds, if any. (F) Appraisal (if applicable): 1. Scope and purpose of the appraisal, if any, along with the date of appraisal. 2. Cost of the project....
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....ations and Disclosure Requirements) Regulations, 2015. (N) Key Industry Regulations for the proposed objects of the issue (if different from existing business of the issuer). (O) Interest of promoters, promoter group and directors, as applicable to the project or objects of the issue. (XIII) Management (Board of Directors and Senior Management) and Organisational Structure: (A) Name, date of birth, age, Director Identification Number, address, occupation and date of expiration of the current term of office of manager, managing director and other directors (including nominee directors and whole-time directors), (XIV) Financial Information of the issuer: One standard financial unit shall be used in the Letter of Offer. The following extract of the audited consolidated financial statements prepared in accordance with applicable accounting standards for the last financial year (with the comparative prior full year period) and latest limited review financial statements, if any, disclosed to the stock exchange with the comparative prior year period shall be included in the draft letter of offer and letter of offer ( for the limited reviewed period, this information sho....
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....nt under the heads "Procedure for applications by mutual funds" and "Multiple Applications" to indicate that a separate application can be made in respect of each scheme of an Indian mutual fund registered with the Board and that such applications shall not be treated as multiple applications. ii. A statement that the application made by an asset management company or by custodian of a mutual fund shall clearly indicate the name of the concerned scheme for which the application is being made. (b) Applications by non-resident Indians: i. the name and address of at least one place in India from where individual non-resident Indian applicants can obtain the application forms. ii. Application by ASBA investors: Details of Application Supported by Blocked Amount process including specific instructions for submitting Application Supported by Blocked Amount. iii. A statement that the shareholders who have not received the application form can apply, along with the requisite application money, by making an application that is available on the website of registrar, stock exchanges, lead managers or on a plain paper with same details as per application form available online. iv. ....
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....ription or failure to list or otherwise. b) If the issuer proposes to use more than one mode of making refunds to applicants, the respective cases where each such mode will be adopted shall be disclosed. c) The permissible modes of making refunds are as follows: i. Unblocking amounts blocked using ASBA facility; ii. In case of applicants residing in any of the centres specified by the Board: by crediting of refunds to the bank accounts of applicants through electronic transfer of funds by using Direct Credit, RTGS (Real Time Gross Settlement) or NEFT (National Electronic Funds Transfer) or NACH (National Automated Clearing House), as applicable, as is for the time being permitted by the Reserve Bank of India; iii. In case of other applicants: by despatch of refund orders by registered post, where the value is ₹1500 or more, or under certificate of posting in other cases, (subject however to postal rules); and iv. In case of any category of applicants specified by the Board: crediting of refunds to the applicants in any electronic manner permissible by the Board. (7) Basis of Allotment: Allotment shall be made in the following manner - i. Full allotment to those....
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.... made to collect all ASBA applications g) in case of convertible debt instruments, the issuer shall additionally undertake that: i. it shall forward the details of utilisation of the funds raised through the convertible debt instruments, duly certified by the statutory auditors of the issuer, to the debenture trustee at the end of each half-year. ii. it shall disclose the name and address of the debenture trustee in the annual report. iii. it shall provide a compliance certificate to the convertible debt instrument holders on a yearly basis in respect of compliance with the terms and conditions of issue of debentures as contained in the Letter of Offer, duly certified by the debenture trustee. iv. it shall furnish a confirmation certificate that the security created by the issuer in favour of the convertible debt instrument holders is properly maintained and is adequate to meet the payment obligations towards the convertible debt instrument holders in the event of a default. v. it shall extend necessary cooperation to the credit rating agency(ies) in providing the requisite information in a true and adequate manner till the debt obligations in respect of the instrument ....
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.... and correct. (XXV) An issuer shall make a copy of the offer document of the immediately preceding public issue or rights issue available to the public in the manner specified in these regulations and shall also make such document available as a material document for inspection.] 114[****] Part C - Certain disclosures not mandatory in case of a further public offer [See regulation 123(2)(d), 186(3)(d), 218(2), 220(1)] (1) An issuer making a further public offer of specified securities may not make the disclosures indicated hereunder and specified in Part A of this Schedule, subject to fulfilment of the conditions specified in para 2: (i) Para (a) of sub-item (B) of item (8) under capital structure section; (ii) Para (f) of sub-item (B) of item (8) under capital structure section; (iii) Para (h) of sub-item (F) of item (10) under management section; (2) The conditions referred to in para (1) above are as follows: (a) The issuer has been filing periodic statements in regard to financial results and shareholding pattern with the designated stock exchange and also with the Registrar of Companies (in case of a public issue), for the last three years and such statements ar....
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....formation which is of a generic nature and not specific to the issuer shall be provided in the form of a General Information Document (GID) as specified by the Board and which shall be available separately and not be included in the draft offer document and offer document. (III) 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. (IV) 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. (V) The application form shall be so positioned that on the tearing-off of the application form, no part of the abridged prospectus is mutilated. 115[****] ********** NOTES:- 1. Inserted vide Notification No. SEBI/LAD-NRO/GN/2019/29 dated 29-07-2019 2. Inserted vide Notification No. SEBI/LAD-NRO/GN/2019/29 dated 29-07-2019 3. Substituted vide Notification No. SEBI/LAD-NRO/GN/2019/47 dated 26-12-2019 before it was read as "issue of certificates/demat credit" 4. Omitted vide Notific....
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....dic reports, statements and information in compliance with the listing agreement or the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as applicable for the last three years immediately preceding the date of filing the letter of offer with the designated stock exchange in case of a fast track issue and in any other case, the date of filing the draft letter of offer with the Board; (b) the reports, statements and information referred to in sub-clause (a) above are available on the website of any stock exchange; (c) the issuer has investor grievance-handling mechanism which includes meeting of the Stakeholders' Relationship Committee at frequent intervals, appropriate delegation of power by the board of directors of the issuer as regards share transfer and clearly laid down systems and procedures for timely and satisfactory redressal of investor grievances. (2) If the issuer does not satisfy the conditions specified in clause (1), it shall make disclosures in the letter of offer: (a) as specified in Part A, except for disclosures as specified in clause (4) below; (b) as specified in items (XVIII)(2)(d), (e) and (f) in ....
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....orporate offices, contact person, website address and e-mail address (where there has been any change in the address of the registered office or the name of the issuer, reference to the page of the offer document where details thereof are given). (d) Nature, number and price of specified securities offered and issue size, as may be applicable. (e) The following clause on "General Risk" shall be incorporated in a box format: "Investment in equity and equity related securities involve 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 have not been recommended or approved by the Securities and Exchange Board of India (SEBI) nor does SEBI guarantee the accuracy or adequacy of this document. Specific attention of investors is invited to the statement of 'Risk factors' given on page number ..... under the section 'General Risks'.....
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....e following details shall be disclosed as per the audited consolidated financial statements for past 3 years and stub period in tabular format: a. Share capital; b. Net Worth; c. Revenue; d. Profit after tax; e. Earnings per share; f. Net Asset Value per equity share; and g. Total borrowings (as per balance sheet). (E) Auditor qualifications which have not been given effect to in the audited financial statements. (F) Summary table of outstanding litigations and a cross-reference to the section titled 'Outstanding Litigations and Material Developments'. (G) Cross-reference to the section titled 'Risk Factors'. (H) Summary table of contingent liabilities and a cross-reference to contingent liabilities of the issuer as disclosed in restated financial statements. (I) Cross-reference to related party transactions as disclosed in restated financial statements. (J) The details of all financing arrangements whereby the promoters, members of the promoter group, the directors of the company which is a promoter of the issuer, the directors of the issuer and their relatives have financed the purchase by any other person of securities of the issuer other than in the normal course o....
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....he details of self- certified syndicate banks, registrar to issue and share transfer agents, depository participants, etc. (5) Statement of inter-se allocation of responsibilities among lead manager(s), (6) Following details of credit rating in case of an issue of convertible debt instrument: (a) The names of all the credit rating agencies from which credit rating including unaccepted rating has been obtained for the issue of convertible debt instruments. (b) Details of all credit ratings, including unaccepted ratings, obtained for the issue of convertible debt instruments. (c) All credit ratings obtained during the preceding three years for any of the issuer's listed convertible debt instruments at the time of accessing the market through a convertible debt instrument. (7) Name, address, telephone number, website address and e-mail address of the debenture trustee in case of an issue of convertible debt instruments. (8) Name, address, telephone number and e-mail address of the monitoring agency, if appointed, and disclosure as to whether such appointment is pursuant to these regulations. (9) Name, address, telephone number and e-mail address of the appraising entity in cas....
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.... 2011. (8) Shareholding pattern as in the format prescribed in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as submitted to the stock exchanges. (9) Details of the shareholders holding more than one per cent. of the share capital of the issuer. (VIII) Particulars of the Issue (A) Objects of the Issue: (1) Objects of the issue for which funds are being raised. (2) If one of the objects is investment in a joint venture or subsidiary or an acquisition, the following additional disclosures shall be made: (a) details of the form of investment, i.e., equity, debt or any other instrument; (b) if the form of investment has not been decided, a statement to that effect; (c) if the investment is in debt instruments, complete details regarding the rate of interest, nature of security, terms of repayment, subordination, etc.; (d) nature of benefit expected to accrue to the issuer as a result of the investment (3) If one of the objects of the issue is to grant a loan to an entity other than a subsidiary, details of the loan agreements including the rate of interest, whether secured or unsecured, duration, nature of ....
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....uer, cost of the equipment, name of the suppliers, date of placement of order and the date or expected date of supply, etc. (8) In case the order for the equipment is yet to be placed, the date of quotations relied upon for the cost estimates given shall also be mentioned. (9) The percentage and value terms of the equipment for which orders are yet to be placed shall be stated. (10) The details of the second hand equipment bought or proposed to be bought, if any, including the age of the machines, balance estimated life, etc. shall also be given. (11) If warrants are issued in a rights issue, disclosure of the objects towards which the funds from conversions of warrants are proposed to be used. (B) Requirement of Funds: (1) Where the issuer proposes to undertake more than one activity or project, such as diversification, modernisation, expansion, etc., the total project cost activity-wise or project wise, as the case may be. (2) Where the issuer is implementing the project in a phased manner, the cost of each phase including the phase, if any, which has already been implemented. (3) Details of all material existing or anticipated transactions in relation to the utlisation o....
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....ils of funds tied up and the avenues for deployment of excess proceeds, if any. (F) Appraisal: (1) Scope and purpose of the appraisal, if any, along with the date of appraisal. (2) Cost of the project and means of finance as per the appraisal report. (3) Explanation of revision, if any, in the project cost and the means of finance after the date of issue of the appraisal report. (4) Weaknesses, qualifications and threats given in the appraisal report, by way of risk factors. (G) Schedule of implementation: The schedule of implementation of the project and the progress made so far, giving details of land acquisition, civil works, installation of plant and machinery, trial production, date of commercial production and reasons for delay, if any. (H) Deployment of funds: (1) Details of the sources of funds and the deployment of these funds on the project (where the issuer is raising capital for a project), up to a date not earlier than two months from the date of filing the letter of offer with the designated stock exchange, as certified by a Chartered Accountant, along with the name of the chartered accountant and the date of the certificate. (2) Where share application money....
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....ive years in listed companies whose shares have been/were suspended from being traded on any of the stock exchanges, , during his/her tenure, as follows: * Name of the Company: * Listed on [give name of the stock exchange(s) * Date of suspension on the stock exchanges: * If trading suspended for more than three months, reasons for suspension and period of suspension: * If the suspension of trading revoked, the date of revocation of suspension: * Term (along with relevant dates) of the director in the above company(ies). (The above details shall be given for the preceding five years. In case of offer documents for fast track issues filed under the provisions of these regulations, the period of five years shall be reckoned on the date of filing of the letter of offer.) (2) For each person, details of current and past directorship(s) in listed companies who have been/were delisted from the stock exchange(s) during his/her tenure in the past ten years, as follows: * Name of the Company * Listed on [give name of the stock exchange(s)] * Date of delisting on the stock exchange(s) * Compulsory or voluntary delisting: * Reasons for delisting * If relisted, date of....
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....ted on more than one stock exchange, the above information shall be provided for each stock exchange separately. (6) Stock market quotation of shares/convertible instruments of the issuer (high/low price in each of the last three years and monthly high/low price during the last six months). If the equity shares of the issuer are listed on more than one stock exchange, the above information shall be provided for each stock exchange separately. (7) Accounting and other ratios: The following key accounting ratios shall be given for each of the accounting periods for which the financial information is given: * Earnings per share (Basic and Diluted) * Return on net worth * Net Asset Value per share * EBITDA (8) Capitalisation Statement: a. A Capitalisation Statement showing total debt, net worth, and the debt/ equity ratios before and after the issue is made. b. In case of any change in the share capital since the date as of which the financial information has been disclosed in the prospectus, a note explaining the nature of the change. c. An illustrative format of the Capitalisation Statement is specified hereunder: Particulars Pre-issue at As adjusted for the proposed....
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....rements under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. (C) For the purpose of determining materiality, the threshold shall be determined by the issuer as per requirements under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. (D) These disclosures shall be made in respect of the issuer and the subsidiary companies of the issuer whose financial statements are included in the draft letter of offer or letter of offer, either separately or in a consolidated form. (XV) Government Approvals or Licensing Arrangements: In case of a new line of activity/project, all pending government and regulatory approvals. In case of an existing line of activity/project, all material pending regulatory and government approvals. (XVI) Material Developments: Any material development after the date of the latest balance sheet and its impact on the performance and prospects of the issuer. (XVII) Other Regulatory and Statutory Disclosures: (A) Authority for the issue and details of the resolution passed for the issue. (B) A statement by the issuer that the issuer, prom....
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....Act, 2013 or from the requirement of obtaining such statutory or other clearances as may be required for the purpose of the proposed issue. SEBI further reserves the right to take up, at any point of time, with the lead manager(s) any irregularities or lapses in letter of offer." (2) Disclaimer statement from the issuer and lead manager(s): A statement to the effect that the issuer and the lead manager(s) accept no responsibility for statements made otherwise than in the Letter of Offer or in the advertisement or any other material issued by or at the instance of the issuer and that anyone placing 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(s) and their respective directors, officers, agents, affiliates and representatives that they are eligible under all applicable laws, rules, regulations, guidelines and approvals to acquire equity shares of our 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 t....
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.... SCSB for using ASBA facility]; (f) A statement that shareholders making an application on a plain paper cannot renounce their rights 6[****]. (3) Dealing with Fractional Entitlement: Manner of dealing with fractional entitlement viz. payment of the equivalent of the value, if any, of the fractional rights in cash etc. (4) Provisions of the Companies Act, 2013, as relating to punishment for fictitious applications, including the disclosures that any person who: a) makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for, its securities; or b) makes or abets making of multiple applications to a company in different names or in different combinations of his/her name or surname for acquiring or subscribing for its securities; or c) otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to such person, or to any other person in a fictitious name. Provided that any penalty imposed pursuant to Companies Act, 2013 shall also be disclosed. (5) A statement that credit of specified securities to the demat account 7[/ un-blocking of ASBA/ refunds] shall be done within a period of fifteen d....
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....edited along with amount and expected date of electronic credit of refund. (e) Where release of block on the application amount for unsuccessful bidders or part of the application amount in case of proportionate allotment, a suitable communication shall be sent to the applicants. (f) adequate arrangements shall be made to collect all ASBA applications 11[****]. (g) In case of convertible debt instruments, the issuer shall additionally undertake that: (1) it shall forward the details of utilisation of the funds raised through the convertible debt instruments, duly certified by the statutory auditors of the issuer, to the debenture trustee at the end of each half-year. (2) it shall disclose the name and address of the debenture trustee in the annual report. (3) it shall provide a compliance certificate to the convertible debt instrument holders on a yearly basis in respect of compliance with the terms and conditions of issue of debentures as contained in the Letter of Offer, duly certified by the debenture trustee. (4) it shall furnish a confirmation certificate that the security created by the issuer in favour of the convertible debt instrument holders is properly maintained ....
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....the investors shall have an option either to receive the security certificate(s) or to hold the securities in dematerialised form with a depository. (B) Material contracts and time and place of inspection which shall include copies of the Annual Reports of the issuer for the last five years. (XXIV) Any other material disclosures, as deemed necessary. (XXV) Declaration: "No statement made in this letter of offer contravenes any of the provisions of the Companies Act, 2013 and the rules made thereunder. All the legal requirements connected with the issue as also the guidelines, instructions, etc., issued by SEBI, Government and any other competent authority in this behalf, have been duly complied with." The draft letter of offer (in case of issues other than fast track issues) and the letter of offer shall be approved by the Board of Directors of the issuer and shall be signed by all directors including the Managing Director within the meaning of the Companies Act, 2013 or Manager within the meaning of the Companies Act, 2013 and the Chief Financial Officer or any other person heading the finance function and discharging that function. The signatories shall further certify that ....
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....ems appear in Part D of this Schedule. (4) The abridged letter of offer shall also include the following disclosures: (a) Provisions pertaining to applications referred to in sub-regulations (1), (2) and (3) of regulation 78; (b) Rights entitlement ratio; (c) Fractional entitlements; (d) Renunciation; (e) Application for additional equity shares; (f) Intention of promoters to subscribe to their rights entitlement; (g) Statement that a copy of the offer document of the immediately preceding public or rights issue is available to the public as specified under sub-regulation (4) of regulation 26 and/or sub-regulation (4) of regulation 72, as applicable, and also as a document for public inspection." 20. Omitted vide Notification No. SEBI/LAD-NRO/GN/2021/45. Dated 13-08-2021 before it was read as: "or group companies" 21. Substituted vide Notification No. SEBI/LAD-NRO/GN/2021/45. Dated 13-08-2021 before it was read as: "," 22. Omitted vide Notification No. SEBI/LAD-NRO/GN/2021/45. Dated 13-08-2021 before it was read as: "and top 5 listed group companies by market capitalisation." 23. Substituted vide Notification No. SEBI/LAD-NRO/GN/2021/45. Dated 13-08-2021 before i....
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....ately preceding three years. (F) Disclosure shall be made about group companies which had remained defunct and for which application was made to the Registrar of Companies for striking off the name of the company, during the five years preceding the date of filing draft offer document with the Board. The disclosure shall include reasons for the company having become defunct as also all pending litigations, if any, in respect of such companies" 25. Re-numbered vide Notification No. SEBI/LAD-NRO/GN/2021/45. Dated 13-08-2021. 26. Substituted vide Notification No. SEBI/LAD-NRO/GN/ 2022/ 63 dated 14-01-2022 before it was read as "issue" 27. Substituted vide Notification No. SEBI/LAD-NRO/GN/ 2022/ 63 dated 14-01-2022 before it was read as "Part B" 28. Substituted vide Notification No. SEBI/LAD-NRO/GN/ 2022/ 63 dated 14-01-2022 before it was read as "(1) Front inside cover page shall be kept blank." 29. Substituted vide Notification No. SEBI/LAD-NRO/GN/ 2022/ 63 dated 14-01-2022 before it was read as "outside" 30. Inserted vide Notification No. SEBI/LAD-NRO/GN/ 2022/ 63 dated 14-01-2022 31. Inserted vide Notification No. SEBI/LAD-NRO/GN/ 2022/ 63 dated 14-01-2022 32. Sub....
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....SEBI/LAD-NRO/GN/ 2022/ 63 dated 14-01-2022 before it was read as "actively" 51. Inserted vide Notification No. SEBI/LAD-NRO/GN/ 2022/ 63 dated 14-01-2022 52. Omitted vide Notification No. SEBI/LAD-NRO/GN/ 2022/ 63 dated 14-01-2022 before it was read as ", subject to the availability of the option to receive physical certificates of specified securities in a rights issue for a period of six months from the date of coming into force of these regulations" 53. Substituted vide Notification No. SEBI/LAD-NRO/GN/ 2022/ 63 dated 14-01-2022 before it was read as "issue of certificates (for rights issues)/" 54. Substituted vide Notification No. SEBI/LAD-NRO/GN/ 2022/ 63 dated 14-01-2022 before it was read as "Regulation 19" 55. Substituted vide Notification No. SEBI/LAD-NRO/GN/ 2022/ 63 dated 14-01-2022 before it was read as "fast track issue" 56. Substituted vide Notification No. SEBI/LAD-NRO/GN/ 2022/ 63 dated 14-01-2022 before it was read as "Part B" 57. Inserted vide Notification No. SEBI/LAD-NRO/GN/2022/107 dated 23-11-2022 58. Substituted vide Notification No. SEBI/LAD-NRO/GN/2023/114 dated 11-01-2023 before it was read as, ....
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....sp; Substituted vide Notification No. SEBI/LAD-NRO/GN/2023/114 dated 11-01-2023 before it was read as, "or key management personnel" 82. Substituted vide Notification No. SEBI/LAD-NRO/GN/2023/114 dated 11-01-2023 before it was read as, "or key managerial personnel" 83. Inserted vide Notification No. SEBI/LAD-NRO/GN/2023/114 dated 11-01-2023 84. Substituted vide Notification No. SEBI/LAD-NRO/GN/2023/114 dated 11-01-2023 before it was read as, "and key managerial personnel" 85. Inserted vide Notification No. SEBI/LAD-NRO/GN/2023/114 dated 11-01-2023 86. Inserted vide Notification No. SEBI/LAD-NRO/GN/2023/114 dated 11-01-2023 87. Inserted vide Notification No. SEBI/LAD-NRO/GN/2023/114 dated 11-01-2023 88. Inserted vide Notification No. SEBI/LAD-NRO/GN/2023/114 dated 11-01-2023 89. Substituted vide Notification No. SEBI/LAD-NRO/GN/2023/130 dated 23-05-2023 before it was read as, "Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014" 90. Substituted vide Notification No. SEBI/....
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.... (ii) Lowest 0.8 (iii) Average 25.3 (*Indicate relevant source) (3) Return on Net Worth (a) Financial Year 1 27.36 per cent. (b) Financial Year 2 28.77 per cent. (c) Financial Year 3 33.45 per cent. (d) Weighted Average 30.88 per cent. (4) Net Asset Value (a) As at last day of Financial Year 3 ₹ 46.40 (b) After issue ₹ 94.29 (c) Issue price ₹ 520.00" 103. Inserted vide F. No. SEBI/LAD-NRO/GN/2025/233 dated 03-03-2025 w.e.f. 03-03-2025 (For effective date in certain cases see Notification) 104. Inserted vide F. No. SEBI/LAD-NRO/GN/2025/233 dated 03-03-2025 w.e.f. 03-03-2025 (For effective date in certain cases see Notification) 105. Inserted vide F. No. SEBI/LAD-NRO/GN/2025/233 dated 03-03-2025 w.e.f. 03-03-2025 (For effective date in certain cases see Notification) 106. Substituted vide F. No. SEBI/LAD-NRO/GN/2025/233 dated 03-03-2025 w.e.f. 03-03-2025 (For effective date in certain cases see Notification) before it was read as,&n....
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....ompany.]." 108. Inserted vide F. No. SEBI/LAD-NRO/GN/2025/233 dated 03-03-2025 w.e.f. 03-03-2025 (For effective date in certain cases see Notification) 109. Substituted vide F. No. SEBI/LAD-NRO/GN/2025/233 dated 03-03-2025 w.e.f. 03-03-2025 (For effective date in certain cases see Notification) before it was read as, "Guidance Note" 110. Substituted vide F. No. SEBI/LAD-NRO/GN/2025/233 dated 03-03-2025 w.e.f. 03-03-2025 (For effective date in certain cases see Notification) before it was read as, "(iii) Proforma financial statements - The Issuer shall provide Proforma financial statements, as certified by the 46[statutory auditor or chartered accountants, who hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI),], of all the subsidiaries or businesses material to the consolidated financial statements where the issuer or its subsidiaries have made an acquisition or divestment including deemed disposal after the latest period for which financial information is disclosed in the offer document but before the date of filing of the ....
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....issuer, satisfying the following conditions, shall make the disclosures as specified in clause (4) of this Part, in the draft letter of offer/letter of offer: (a) The periodic reports, statements and information are being filed in compliance with the listing agreement or the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as applicable for the last one year immediately preceding the date of filing the letter of offer with the designated stock exchange in case of a fast track issue and in any other case, the date of filing the draft letter of offer with the Board; (b) the reports, statements and information referred to in sub-clause (a) above are available on the website of any stock exchange; (c) the issuer has investor grievance-handling mechanism which includes meeting of the Stakeholders' Relationship Committee at frequent intervals, appropriate delegation of power by the board of directors of the issuer as regards share transfer and clearly laid down systems and procedures for timely and satisfactory redressal of investor grievances. (2) If the issuer does not satisfy the conditions spec....
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....s thereof are given). (d) Nature, number and price of specified securities offered and issue size, as may be applicable. (e) Name of the promoter. (f) Details of the issuer or any of its promoters or directors being a wilful defaulter. (g) The following clause on "General Risk" shall be incorporated in a box format: "Investment in equity and equity related securities involve a degree of risk and investors should not invest any funds in this offer unless they can afford to take the risk with such investment. Investors are advised to read the risk factors carefully before taking an investment decision in this offering. For taking an investment decision, investors shall rely on their own examination of the issuer and the offer including the risks involved. The securities have not been recommended or approved by the Securities and Exchange Board of India (SEBI) nor does SEBI guarantee the accuracy or adequacy of this document. Specific attention of investors is invited to the statement of 'Risk factors' given on page number ..... under the section 'General Risks'." (h) The following clause on 'Issuer's Absolute Responsibility' shall be in....
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....p; Summary table of outstanding litigations and a cross-reference to the section titled 'Outstanding Litigations and Defaults'; (E) Cross-reference to the section titled 'Risk Factors'. (F) Cross-reference to contingent liabilities of the issuer as disclosed in audited financial statements. (G) Cross-reference to related part transactions (RPT) as disclosed in audited financial statements. (H) Any issuances of equity shares made in the last one year for consideration other than cash. (VI) Risk factors: (A) Risk factors shall be printed in clear readable font (preferably of minimum point ten size). (B) Risk factors shall be in relation to the following: (1) issue and objects of the issue; (2) issuer and its ongoing business activities; (3) summary of outstanding litigations as disclosed in the section on litigation in a tabular format along with amount involved, wherever quantifiable. Issuer shall also separately highlight any criminal and regulatory matters which may have any material adverse effect on the issuer. (C) Risk factors shall be determined on the basis of their materiality. In doing s....
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....of convertible debt instruments. (c) All credit ratings obtained during the preceding three years for any of the issuer's listed convertible debt instruments at the time of accessing the market through a convertible debt instrument. (7) Name, address, telephone number, website address and e- mail address of the debenture trustee in case of an issue of convertible debt instruments. (8) Name, address, telephone number and e-mail address of the monitoring agency, if appointed, and disclosure as to whether such appointment is pursuant to these regulations. (9) Details of underwriting: (a) Names, address, telephone numbers, and e-mail address of the underwriters and the amount underwritten by each of them. (b) Declaration by the board of directors of the issuer that the underwriters have sufficient resources to discharge their respective obligations. (c) In case of partial underwriting of the issue, the extent of such underwriting. (d) Details of the final underwriting arrangement, indicating actual number of specified securities underwritten, in the letter of offer filed with the designated stock exchange. (10) The....
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....e details of stock exchange(s) or by providing required details in the letter of offer. (9) Details of the shareholders holding more than one per cent. of the share capital of the issuer. This information can be either incorporated by reference with specific website details of stock exchange(s) or by providing required details in the letter of offer. (VIII) Particulars of the Issue (A) Objects of the Issue: (1) Objects of the issue for which funds are being raised (2) If the objects of the issue is repayment of loan or any other debt, then the following disclosures shall be made: (a) details of loan proposed to be repaid such as name of the lender, tenure, brief terms and conditions and amount outstanding; (3) If one of the objects is investment in a joint venture or subsidiary or an acquisition, the following additional disclosures shall be made: (a) details of the form of investment, i.e., equity, debt or any other instrument; (b) if the form of investment has not been decided, a statement to that effect; (c) if the investment is in debt instruments, complete details regarding the rate of interest, na....
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....ng raised; (b) means of financing for the project. (c) location of the project (d) plant and machinery, technology, process, etc. (e) collaboration, performance guarantee if any, or assistance in marketing by the collaborators. (f) infrastructure facilities for raw materials and utilities like water, electricity, etc. (7) If one of the objects of the issue is to purchase any plant, machinery, technology, process, etc., the following details shall be given: (a) Details shall be given in a tabular form, which shall include the details of the equipment required to be bought by the issuer, cost of the equipment, name of the suppliers, date of placement of order and the date or expected date of supply, etc. (b) In case the order for the equipment is yet to be placed, the date of quotations relied upon for the cost estimates given shall also be mentioned. (c) The percentage and value terms of the equipment for which orders are yet to be placed shall be stated. (d) The details of the second hand equipment bought or proposed to be bought, if any, including the age of the machines, balance estimated life, etc. s....
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....er) upon: (i) the profits or losses of the other body corporate for each of the five financial years immediately preceding the issue of the Letter of Offer; and (ii) the assets and liabilities of the other body corporate at the last date to which its accounts were made. (C) Strategic partners to the project or objects of the issue. (D) Financial partners to the project or objects of the issue. (E) Funding plan (Means of Finance): (1) An undertaking by the issuer confirming that firm arrangements of finance through verifiable means towards seventy-five per cent. of the stated means of finance, excluding the amount to be raised through the proposed issue and existing identifiable internal accruals, have been made. (2) Balance portion of the means of finance for which no firm arrangement has been made without specification. (3) Details of funds tied up and the avenues for deployment of excess proceeds, if any. (F) Appraisal (if applicable): (1) Scope and purpose of the appraisal, if any, along with the date of appraisal. (2) Cost of the project and means of finance as per the appraisal report. (3....
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....diaries identified in accordance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. (N) Key Industry Regulations for the proposed objects of the issue (if different from existing business of the issuer). (O) Interest of promoters, promoter group and directors, as applicable to the project or objects of the issue. (IX) Details of Business: Description of the industry and nature of the company's operations and its principal activities, including the main categories of products sold and/or services performed, end-users of the issuer's products and/or services, plant, machinery, technology, process, principal markets in which the issuer competes, approach to marketing, business strategy and productive capacity and extent of utilization of the issuer's facilities. (X) Management (Board of Directors and Senior Management) and Organisational Structure: (A) Name, date of birth, age, Director Identification Number, address, occupation and date of expiration of the current term of office of manager, managing director and other directors (including nominee directors and whole-tim....
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....d standalone financial statements. The following shall be included in the letter of offer: i. Report of statutory auditors on the financial statements. ii. Balance sheets iii. Statements of income iv. Schedules to accounts v. Statements of changes in stockholders' equity vi. Statements of cash flows vii. Statement of accounting policies viii. Notes to financial statements ix. Accounting Ratios a) Earnings per share (Basic and Diluted) b) Return on net worth c) Net Asset Value per Share d) EBITDA (B) Proforma financial statements - The Issuer shall provide pro forma financial statements, as certified by the statutory auditor, of all the subsidiaries or businesses material to the consolidated financial statements where the issuer or its subsidiaries have made an acquisition or divestment including deemed disposal after the latest period for which financial information is disclosed in the letter of offer but before the date of filing of the letter of offer. For this purpose, the acquisition/divestment would be considered as material if acquired/ divested business or subsid....
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....closed appropriately in the letter of offer, including as risk factor. (XII) A statement to the effect that the price has been arrived at in consultation between the issuer and the lead manager(s). (XIII) Management Discussion and Analysis of financial condition and results of operations. (XIV) Disclosures pertaining to wilful defaulters: If the issuer or any of its promoter or director has been declared as a wilful defaulter, it shall make the following disclosures with respect to each such person separately: (a) Name of the person declared as a wilful defaulter; (b) Name of the bank declaring the person as a wilful defaulter; (c) Year in which the person was declared as a wilful defaulter; (d) Outstanding amount when the person was declared as a wilful defaulter; (e) Steps taken, if any, by the person for removal of its name from the list of wilful defaulters; (f) Other disclosures, as deemed fit by the issuer, in order to enable investors to take an informed decision; (g) Any other disclosure as specified by the Board. (XV) Outstanding Litigations and Defaults: (A) Pending matters whi....
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....r construed that the same has been cleared or approved by SEBI. SEBI does not take any responsibility either for the financial soundness of any scheme or the project for which the issue is proposed to be made or for the correctness of the statements made or opinions expressed in the Letter of Offer. Lead manager(s), ...... has certified that the disclosures made in the Letter of Offer are generally adequate and are in conformity with SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 in force for the time being. This requirement is to facilitate investors to take an informed decision for making investment in the proposed issue. It should also be clearly understood that while the issuer is primarily responsible for the correctness, adequacy and disclosure of all relevant information in the letter of offer, the lead manager(s) is expected to exercise due diligence to ensure that the issuer discharges its responsibility adequately in this behalf and towards this purpose, the lead manager(s) ....... has furnished to the Securities and Exchange Board of India (SEBI) a due diligence certificate dated .......which reads as follows: (due diligence certificate submi....
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.... statement under the heads "Procedure for applications by mutual funds" and "Multiple Applications" to indicate that a separate application can be made in respect of each scheme of an Indian mutual fund registered with the Board and that such applications shall not be treated as multiple applications. 2. A statement that the application made by an asset management company or by custodian of a mutual fund shall clearly indicate the name of the concerned scheme for which the application is being made. (b) Applications by non-resident Indians: 1. the name and address of at least one place in India from where individual non-resident Indian applicants can obtain the application forms. (c) Application by ASBA investors: Details of Application Supported by Blocked Amount process including specific instructions for submitting Application Supported by Blocked Amount. (d) A statement that the shareholders who have not received the application form can apply, along with the requisite application money, by making an application that is available on the website of registrar, stock exchanges, lead managers or on a plain paper with same details as per appli....
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....s: a) The mode in which the issuer shall make refunds to applicants in case of an oversubscription or failure to list or otherwise. b) If the issuer proposes to use more than one mode of making refunds to applicants, the respective cases where each such mode will be adopted shall be disclosed. c) The permissible modes of making refunds are as follows: (i) Unblocking amounts blocked using ASBA facility; (ii) In case of applicants residing in any of the centres specified by the Board: by crediting of refunds to the bank accounts of applicants through electronic transfer of funds by using Direct Credit, RTGS (Real Time Gross Settlement) or NEFT (National Electronic Funds Transfer) or NACH (National Automated Clearing House), as applicable, as is for the time being permitted by the Reserve Bank of India; (iii) In case of other applicants: by despatch of refund orders by registered post, where the value is ₹ 1500/- or more, or under certificate of posting in other cases, (subject however to postal rules); and (iv) In case of any category of applicants specified by the Board: crediting of refunds to the applicants ....
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....d adequate manner till the debt obligations in respect of the instrument are outstanding. (XXI) Utilisation of Issue Proceeds: The letter of offer, other than for an issue made by a scheduled commercial bank or a public financial institution, shall contain a statement of the board of directors of the issuer to the effect that: (A) all monies received out of issue of shares or specified securities to the public shall be transferred to a separate bank account. (B) details of all monies utilised out of the issue referred to in clause (A) shall be disclosed under an appropriate separate head in the balance sheet of the issuer indicating the purpose for which such monies had been utilised; and (C) details of all unutilised monies out of the issue of specified securities referred to in clause (A) shall be disclosed under an appropriate separate head in the balance sheet of the issuer indicating the form in which such unutilised monies have been invested. (XXII) Restrictions on foreign ownership of Indian securities, if any: (A) Investment by NRIs. (B) Investment by foreign portfolio investors and foreign venture capital investors. ....
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.... letter of offer shall be filled up with appropriate data before filing the letter of offer with the designated stock exchanges. (c) Simple English shall be used to enable easy understanding of the contents. Technical terms, if any, used in explaining the business of the issuer shall be clarified in simple terms. (d) Wherever it is mentioned that details are given elsewhere in the document, the same shall be adequately cross-referenced by indicating the paragraph heading and page number. (e) There shall be no forward-looking statements that cannot be substantiated. (f) Consistency shall be ensured in the style of disclosures. If first person is used, the same may be used throughout. Sentences that contain a combination of first and third persons may be avoided. (g) For currency of presentation, only one standard financial unit shall be used. (1) Cover pages: The cover pages shall be of adequate thickness (minimum hundred GSM quality) and shall be white in colour with no patterns. (A) Front cover pages: (1) Front inside cover page shall be kept blank. (2) Front outside cover page shall contain only the following....
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....ial respect." i) Names, logos and addresses of all the lead manager(s) with their titles who have signed the due diligence certificate and filed the letter of offer with the Board, along with their telephone numbers, website addresses and e- mail addresses. (Where any of the lead manager(s) is an associate of the issuer, it shall disclose itself as an associate of the issuer and that its role is limited to marketing of the issue.) j) Name, logo and address of the registrar to the issue, along with its telephone number, website address and e-mail address. k) Issue schedule: (i) Date of opening of the issue (ii) Date of closing of the issue l) Credit rating, if applicable. m) Name(s) of the stock exchanges where the specified securities are listed and the details of their in-principle approval for listing obtained from these stock exchange(s). (B) Back cover pages: The back inside cover page and back outside cover page shall be kept blank. (2) Table of Contents: The table of contents shall appear immediately after the front inside cover page. (3) Definitions and abbreviations: (A) Conventional or ....
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....the risk. (E) Proposals to address the risks shall not contain any speculative statement on the positive outcome of any matter or litigation, etc. and shall not be given for any matter that is sub- judice before any court/tribunal. (F) Risk factors shall be disclosed in the descending order of materiality. Wherever risks about material impact are stated, likely or potential implications, including financial implication, wherever quantifiable shall be disclosed. If it cannot be quantified, a distinct statement about the fact that the implications cannot be quantified shall be made. (G) Risk factors covering the following subjects, shall necessarily be disclosed wherever applicable: (1) Material statutory clearances and approval that are yet to be received by the issuer. (2) Seasonality of the business of the issuer. (3) Where an object of the issue is to finance acquisitions and the acquisition targets have not been identified, details of interim use of funds and the probable date of completing the acquisitions. (4) Risk associated with orders not having been placed for plant and machinery in relation to the objects....
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....ses incurred or normal remuneration or benefits. Any portion of the issue proceeds that is proposed to be paid by the issuer to the promoter, directors 82[, key managerial personnel or senior management] of the issuer. (17) Relationship of the promoter or directors of the issuer with the entities from whom the issuer has acquired or proposes to acquire land in the last 5 years, along with the relevant details. (18) Excessive dependence on any key managerial personnel 83[or senior managemen] for the project for which the issue is being made. (19) Any material investment in debt instruments by the issuer which are unsecured. (20) Non-provision for decline in the value of investments. (21) Summary of all outstanding litigations and other matters disclosed in the section titled 'Outstanding Litigations and Material Developments' in a tabular format along with amount involved, where quantifiable. Issuer shall also separately highlight any criminal, regulatory or taxation matters which may have any material adverse effect on the issuer. (22) The delay, if any, in the schedule of the implementation of the project for which the funds are bein....
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....ls of all credit ratings, including unaccepted ratings, obtained for the issue of convertible debt instruments. (c) All credit ratings obtained during the preceding three years prior to the filing the draft letter of offer /letter of offer for any of the issuer's listed debt instruments at the time of accessing the market. (I) Name, address, telephone number, website address and e-mail address of the debenture trustee, in case of issue of convertible debt instruments/debt instruments. (J) Name, address, telephone number and e-mail address of the monitoring agency, if appointed, and disclosure as to whether such appointment is pursuant to these regulations. The fact of filing the letter of offer with the Board and the stock exchange(s) and the office of the Board where the letter of offer has been filed. (K) Details of underwriting: (a) Names, addresses, telephone numbers, and e-mail addresses of the underwriters and the amount underwritten by each of them. (b) Declaration by the board of directors of the issuer that the underwriters have sufficient resources to discharge their respective obligations. (c) In case of partial und....
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....sue. (2) If one of the objects of the issue is loan repayment: (a) details of loan proposed to be repaid such as name of the lender, brief terms and conditions and amount outstanding; (b) certificate from the statutory auditor certifying the utilization of loan for the purposed availed. (c) If one of the objects is investment in a joint venture or a subsidiary or an acquisition, following additional disclosures: (d) details of the form of investment, i.e., equity, debt or any other instrument; (e) If the form of investment has not been decided, a statement to that effect; (f) If the investment is in debt instruments, complete details regarding rate of interest, nature of security, terms of repayment, subordination, etc.; (g) Nature of benefit expected to accrue to the issuer as a result of the investment (3) If one of the objects of the issue is to grant a loan to an entity other than a subsidiary, details of the loan agreements, including the rate of interest, whether secured or unsecured, duration, nature of security, terms of repayment, subordination etc. and the nature of benefit expected to accrue to the i....
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....hall be consistent with the figures appearing under the section "Cost of the Project". (6) Project: If one of the objects of the issue is to fund a project, details of: (a) location of the project; (b) plant and machinery, technology, process, etc.; i) Details shall be given in a tabular form, which shall include the details of the machines required to be bought by the issuer, cost of the machines, name of the suppliers, date of placement of order and the date or expected date of supply, etc. ii) In case machines are yet to be delivered, the date of quotations relied upon for the cost estimates given shall also be mentioned. ii) The percentage and value terms of the plant and machinery for which orders are yet to be placed shall be stated. (c) The details of the second hand machinery bought or proposed to be bought, if any, including the age of the machines, balance estimated life, etc. shall also be given. (d) Collaboration, performance guarantee if any, or assistance in marketing by the collaborators. The following information regarding persons or entities with whom technical and financial agreements have been entered in....
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.... for the cost estimates given. (iii) The percentage and value terms of the equipment for which orders are yet to be placed. (iv) The details of the second hand equipment bought or proposed to be bought, if any, including the age of the machines, balance estimated life, etc. (9) In case of issue of secured convertible debt instruments, description of the assets on which the security shall be created/asset cover, if required, shall be created, the basis for computation of the security cover, the valuation methods, the periodicity of such valuation and the ranking of the charge(s). (10) If warrants are issued, the objects for which the funds from conversions of warrants are proposed to be used. (B) Requirement of funds: (1) Where the issuer proposes to undertake more than one activity or project, such as diversification, modernisation, expansion, etc., the total project cost activity-wise or project wise, as the case may be. (2) Where the issuer is implementing the project in a phased manner, the cost of each phase, including the phase, if any, which has already been implemented, shall be separately given. (3) Details of ....
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...."bridge loan" or other financial arrangement, which may be repaid from the proceeds of the issue. (H) Details of balance fund deployment: Year wise break-up of the expenditure proposed to be incurred on the said project. (I) Interim Use of Funds: A statement that net issue proceeds pending utilization (for the stated objects) shall be deposited only in the scheduled commercial banks. (J) Expenses of the Issue: Expenses of the issue along with a break up for each item of expense, including details of the fees payable to separately as under (in terms of amount, as a percentage of total issue expenses and as a percentage of total issue size): (1) Lead manager(s) fees including underwriting commission (2) Brokerage, selling commission and upload fees (3) Registrars to the issue (4) Legal Advisors (5) Advertising and marketing expenses (6) Regulators including stock exchanges (7) Printing and distribution of issue stationary (8) Others, if any (to be specified). (K) Interest of promoters, promoter group and directors, as applicable to the project or objects of the issue. (10) Tax Bene....
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.... office of manager, managing director, and other directors (including nominee directors and, whole-time directors), period of directorship, and their directorships in other companies. (ii) For each person, details of current and past directorship(s) in listed companies whose shares have been/were suspended from being traded on any of the stock exchanges, during his/her tenure, as follows: * Name of the Company: * Listed on (give names of the stock exchange(s)): * Date of suspension on the stock exchanges: * If trading suspended for more than three months, reasons for suspension and period of suspension. * If the suspension of trading revoked, the date of revocation of suspension. * Term (along with relevant dates) of the director in the above company (ies). (The above details shall be given for the preceding five years. In case of fast track issues filed under the provisions of these regulations, the period of five years shall be reckoned on the date of filing of the offer document.) (iii) For each person, details of current and past directorship(s) in listed companies which have been/were delisted from the stock exchange(s), during his/her tenure, as ....
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....AIF or venture capital fund is a promoter, name of the entity, date of incorporation, name of the fund manager and generic details of the fund. (13) Dividend policy: Dividend policy and mode of payment of dividend, details of dividend paid in the last three financial years and the stub period, as applicable, and the period between last audited period and the date of the filing the draft letter of offer/ letter of offer. (14) Financial Statements: (A) Restated Consolidated financial statements of the issuer: The audited and restated consolidated financial statements (CFS) prepared in accordance with applicable accounting standards for the last three financial years. In addition, latest limited review financial statements disclosed to the stock exchange with the comparative prior year period (this information should not be earlier than six months prior to the date of the opening of the issue). The following shall be included in the letter of offer: i. Report of statutory auditors on the financial statements. ii. Balance sheets iii. Statements of income iv. Schedules to accounts v. Statements of changes in stockholders' equity vi. Statements of ....
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....ion or divestment including deemed disposal after the latest period for which financial information is disclosed in the letter of offer but before the date of filing of the letter of offer. For this purpose, the acquisition/divestment would be considered as material if acquired/ divested business or subsidiary in aggregate contributes 20% or more to turnover, net worth or profit before tax in the latest annual CFS of the issuer. The Proforma financial statements shall be prepared for the last completed financial year and the stub period (if any). The Proforma financial statements shall be prepared in accordance with Guidance Note issued by the ICAI from time to time and certified by the statutory auditor. The issuer Company may voluntarily choose to provide proforma financial statements of acquisitions even when they are below the above materiality threshold. In case of one or more acquisitions or divestments, one combined set of Proforma financial statements should be presented. Where the businesses acquired/ divested does not represent a separate entity, general purpose financial statement may not be available for such business. In such cases, combined/ carved-out financial state....
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.... contain the following: a. A summary of the past financial results for the past three full financial years and the stub period (if any) containing significant items of income and expenditure shall be given. b. A summary of major items of income and expenditure for the last three years and the stub period (if any). c. The income and sales on account of major product/ main activities. d. In case, the other income constitutes more than 10% of the total income, the break-up of the same along with the nature of the income, i.e., recurring or non-recurring shall be stated. e. If a material part of the income is dependent upon a single customer/supplier or a few major customers/suppliers, disclosure of this fact along with relevant data. Similarly, if any foreign customer/supplier constitutes a significant portion of the issuer's business, disclosure of the fact along with its impact on the business on account of exchange rate fluctuations. f. In case the issuer has deviated from applicable accounting standards for recording sales and revenues, its impact may be analysed and disclosed. g. The nature of miscellaneous income and miscel....
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....eunder Particulars Pre-issue at As adjusted for the proposed issue (Rs. in xxx) Total borrowings Current borrowings* Non-current borrowings (including current maturity)* Total equity Equity share capital* Other equity* Total Capital Ratio: Non-current borrowings/ Total equity *These terms shall carry the meaning as per Schedule III of the Companies Act, 2013 (as amended). (15) Legal and Other Information: (A) Outstanding Litigations and Material Developments: (1) Pending Litigations involving the issuer/ its directors/ promoters/ subsidiaries: (i) All criminal proceedings; (ii) All actions by regulatory authorities and statutory authorities; (iii) Disciplinary action including penalty imposed by SEBI or stock exchanges against the promoters in the last five financial years including outstanding action; (iv) Claims related to direct and indirect taxes, in a consolidated manner, giving the number of cases ....
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....(Significant Beneficial Ownership) Rules, 2018. (D) A confirmation whether any of the directors of the issuer are associated with the securities market in any manner, and if yes, any outstanding action against them initiated by the Board in the past five years. (E) For a fast track issue, details of compliance with the eligibility requirements. (F) Disclaimer clauses: (1) The letter of offer shall contain the following disclaimer clause in bold capital letters: "It is to be distinctly understood that submission of the letter of offer to the Securities and Exchange Board of India (SEBI) should not in any way be deemed or construed that the same has been cleared or approved by SEBI. SEBI does not take any responsibility either for the financial soundness of any scheme or the project for which the issue is proposed to be made or for the correctness of the statements made or opinions expressed in the letter of offer. The lead manager(s), has certified that the disclosures made in the letter of offer are generally adequate and are in conformity with the Regulations. This requirement is to facilitate investors to take an informed decision for makin....
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....achievement of objects, with quantification of shortfall and delays for such public/rights issues. (K) Stock market data for equity shares of the issuer, if listed: Particulars of: (1) high, low and average market prices of the equity shares of the issuer during the preceding three years; (2) monthly high and low prices for the six months preceding the date of filing the draft letter of offer with the Board which shall be updated till the time of filing the letter of offer with the designated stock exchange; (3) number of shares traded on the days when high and low prices were recorded in the relevant stock exchange(s) during the said period of (a) and (b) above and indicating the total number of days of trading during the preceding six months and the average volume of equity shares traded during that period and a statement if the equity shares were not actively traded; (4) stock market data referred to above shall be shown separately for periods marked by a change in capital structure, with such period commencing from the date the relevant stock exchange recognises the change in the capital structure (e.g. when the shares have become ex-ri....
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....n form can apply, along with the requisite application money, by making an application that is available on the website of registrar, stock exchanges, lead managers or on a plain paper with same details as per application form available online. (e) The format to enable shareholders to make an application on a plain paper specifying therein necessary particulars such as name, address, ratio of rights issue, issue price, number of equity shares held, depository participant ID, client ID, number of equity shares applied for, amount to be blocked with SCSB for using ASBA facility. Application form available online on the website of registrar, stock exchanges, lead managers may be used for providing requisite details; (f) A statement that shareholders making an application on a plain paper cannot renounce their rights and shall not utilise the application form for any purpose including renunciation even if it is received subsequently. (3) Dealing with Fractional Entitlement: Manner of dealing with fractional entitlement viz. payment of the equivalent of the value, if any, of the fractional rights in cash etc. (4) Provisions of the Companies Act, 2013, as ....
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.... under certificate of posting in other cases, (subject however to postal rules); and (iv) In case of any category of applicants specified by the Board: crediting of refunds to the applicants in any electronic manner permissible by the Board. (19) Undertaking by the issuer: a) The following undertaking by the issuer shall be disclosed: (i) that the complaints received in respect of the issue shall be attended to by the issuer expeditiously and satisfactorily; (ii) that all steps for completion of the necessary formalities for listing and commencement of trading at all stock exchanges where the securities are to be listed are taken within the period prescribed by the Board; (iii) that the funds required for unblocking to unsuccessful applicants as per the mode(s) disclosed shall be made available to the registrar to the issue by the issuer; (iv) that no further issue of securities shall be made till the securities offered through the letter of offer are listed or till the application monies are refunded on account of non- listing, under subscription, etc., other than as disclosed in accordance with Regulation 56; (v) whe....
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....onies had been utilised; and (C) details of all unutilised monies out of the issue of specified securities referred to in clause (A) shall be disclosed under an appropriate separate head in the balance sheet of the issuer indicating the form in which such unutilised monies have been invested. (21) Restrictions on foreign ownership of Indian securities, if any: (A) Investment by NRIs. (B) Investment by foreign portfolio investors and foreign venture capital investors. (C) Investment by other non-residents. (22) Statutory and other information: (A) Allotment of specified securities shall be in the demateralised form. (B) Material contracts and time and place of inspection which shall include copies of the Annual Reports of the issuer for the last five years. 94[Provided that the material contracts shall also be made available for inspection through online means.] (23) Any other material disclosures, as deemed necessary. (24) Other Information: The draft letter of offer (in case of issues other than fast track issues) and the letter of offer shall be approved by the Board of Directors of the issuer and....
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....Offer containing salient features of the Letter of Offer dated XXX ("Letter of Offer") which is available on the websites of the Registrar, our Company, the Lead Managers and the stock exchanges where the Equity Shares of our Company are listed, i.e., BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE", and together with BSE, the "Stock Exchanges"). You are encouraged to read greater details available in the Letter of Offer. Capitalized terms not specifically defined herein shall have the meaning ascribed to them in the Letter of Offer. THIS ABRIDGED LETTER OF OFFER CONTAINS XXX PAGES. PLEASE ENSURE THAT YOU HAVE RECEIVED ALL THE PAGES Our Company has made available on the Registrar's website at xxx and the Company's website at xxx, this Abridged Letter of Offer and the Application Form for the Eligible Equity Shareholders. You may also download the Letter of Offer from the websites of the Securities and Exchange Board of India ("SEBI"), the Stock Exchanges and the Lead Managers, i.e., at xxx, respectively.] Logo and Name of the Company Registered and Corporate Office Address, telephone number Contact Person name, designation, emai....
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....itoring Agency. * Equity shareholding pattern: Shareholding pattern as included in Letter of Offer in summarised form giving details for categories such as Promoter and Promoter Group, Public, Non promoter-non Public and number of shares held and % holding in tabular form. * Board of Directors of the Issuer: Name, designation and other directorships of the members of the Board. * Details of the Issuer or any of its promoters or directors being a wilful defaulter. * Financial Statement Summary: For last audited full year and latest limited reviewed stub period as disclosed in the Letter of Offer prepared under Part B. In case of companies who have used Part B- 1 disclosure framework financial summary for periods included in Letter of Offer shall be disclosed. Particulars Latest stub period Latest full year period Total Income from Operations (net) Net Profit/(Loss) before Tax and extraordinary items Profit/(Loss) after Tax and extraordinary items Equity Share Capital Reserves and Surplus Net Worth Basic earnings per sha....