AI OCR 
TaxTMI 
TaxTMI 
TaxTMI 
DISCLOSURES IN OFFER DOCUMENT, ABRIDGED PROSPECTUS AND ABRIDGED LETTER OF OFFER
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....leading player", etc. shall not be used unless they can be substantiated by proper source of information which shall be disclosed. (b) All blank spaces in the draft offer document shall be filled up with appropriate data before registering the offer document with the Registrar of Companies or filing the same with the recognised stock exchanges. (c) Simple English for easy understanding of the contents of the offer document may be used. The technical terms used in explaining the business of the issuer may be clarified using simple terms to ensure better understanding by investors. (d) Wherever it is mentioned in the offer document that details are given elsewhere in the document, the same shall be adequately cross-referenced by indicating the page and paragraph numbers. (e) The offer document should not make any forward looking statements that cannot be substantiated. (f) Consistency may be ensured in the style of disclosures. If first person is used, the same may be used through out. Sentences that contain a combination of first and third persons may be avoided. (g) The issuer shall ensure that all material matters informed or reports circulated prior to the issue or thereaft....
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....ffer: "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 (-----) and the issue price / floor price / price band is 'X-times' of the face value. The issue price / floor price / price band (has been determined and justified by the lead merchant banker and the issuer as stated under the paragraph on "Basis for Issue Price") 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." (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 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 ow....
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....nside cover page and back outside cover page shall be in white. (II) Table of Contents: The table of contents shall appear immediately after the front inside cover page. (III) Definitions and Abbreviations: (A) Conventional or general terms. (B) Issue related terms. (C) Issuer and industry related terms. (D) Abbreviations. (IV) Risk Factors: (A) The risk factors, other than those specified in sub-paras. (f), (g) and (h) of para. (2) of sub-item (A) of Item (I) above, shall be printed in clear readable font (preferably of minimum point ten size). (B) The risk factors shall be classified as those which are specific to the project and internal to the issuer and those which are external and beyond the control of the issuer. (C) The risk factors shall be determined on the basis of their materiality. In determining the materiality of risk factors, the following shall be considered : (1) Some risks may not be material individually but may be material when considered collectively. (2) Some risks may have an impact which is qualitative though not quantitative. (3) Some risks may not be material at present but may have a material impact in the future. (D) The risk factors shall....
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....ed to public or to any person on private placement basis by the issuer, the 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-maintenance of asset cover, interest cover, debt-service cover, etc. (12) The fact that the unsecured loans taken by the issuer, promoter, group companies or associates can be recalled by the lenders at any time. (13) The default in repayment of deposits or payment of interest thereon. The roll over of liability, if any. (14) The potential conflict of interest, if the promoters or directors of the issuer are involved with one or more ventures which are in the same line of activity or business as that of the issuer. (15) The shortfall in performance vis-à-vis objects stated in the previous issues of the issuer and group companies, as disclosed under the heading "Performance vis-à-vis Objects" in the section "Other Regulatory and Statutory Disclosures", quantifying such shortfall or delays. (16) The int....
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....ments. (30) Any restrictive covenants, as regards interests of equity shareholders, in a shareholders' agreement, promoters' agreement or any agreement for short term (secured and unsecured) and long term borrowings. (31) All disputed or contested tax demands and other government claims, along with the disclosures of amount, period for which such demands or claims are outstanding, financial implications and the status of the case. (32) The existence of large number of pending investor grievances against the issuer and other listed companies under the same management within the meaning of section 370 (1B) of the Companies Act, 1956. (33) The risks associated with second or residual charge or subordinated obligation created on the asset cover, in case of issue of secured convertible debt instruments. (34) The risk associated with orders not having been placed for plant and machinery indicating the percentage and value terms of the plant and machinery for which orders are yet to be placed (V) Prominent Notes: This section shall contain notes which are required to be given prominence and shall also include the following: (A) A disclosure to the effect that "the investors....
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....anagers, registrars to the issue, bankers to the issue, brokers to the issue, syndicate members, Self Certified Syndicate Banks, 6[registrar to issue and share transfer agents, depository participants,] etc. (7) The names, addresses, telephone numbers, fax numbers and e-mail addresses of the auditors of the issuer. (8) The statement of inter-se allocation of responsibilities among lead merchant bankers, where more than one merchant banker is associated with the issue. (9) The following details of credit rating, in case of a public issue of convertible debt instruments: (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) The details of all the credit ratings including unaccepted rating obtained for the issue of convertible debt instruments. (c) All the credit ratings obtained during three years prior to the filing the offer document for any of the issuer's listed convertible debt instruments at the time of accessing the market through a convertible debt instrument. (10) The following details of IPO Grading 7[, if applicable]: (a) The names of all the credit ra....
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....uer in case of further allotment and the use of these additional funds shall be disclosed in the offer document. (6) The details of the agreement or arrangement entered into by the stabilising agent with the promoters or shareholders to borrow equity shares from the latter. The details shall, inter-alia, include the name of the promoters or shareholders, their existing shareholding in the issuer, the number and percentage of equity shares to be lent by them and other important terms and conditions including rights and obligations of each party. (7) The exact number of equity shares to be allotted pursuant to the public issue, stating separately the number of equity shares to be borrowed from the promoters or shareholders and over-allotted by the stabilising agent and the percentage of such equity shares in relation to the total issue size. (D) Capital Structure: (1) The capital structure shall be presented in the following manner in a tabular form: (a) The authorised, issued, subscribed and paid up capital (number of securities, description and aggregate nominal value). (b) Size of the present issue, giving separately the promoters' contribution, reservation for specified cat....
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....n the issue price during the preceding one year, specific details of the names of the persons to whom such specified securities have been issued, whether they are part of promoters group, reasons for such issue and the price shall be given. (g) The 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 issue of specified securities or qualified institutions placement, within a period of six months from the date of opening of the present issue. (h) The total shareholding of the promoters in a tabular form, clearly stating the name of the promoter, nature of issue, date of allotment, 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, the lock in period, if any and the number and percentage of pledged shares, if any, held by each promoter. (i) The details of: (i) the aggregate shareholding of the promoter group and of the directors of the promoters, where the promote....
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....rs' contribution has been brought in to the extent of not less than the specified minimum lot and from persons defined as promoters under these regulations. (vii) A statement that the promoters undertake 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. (k) A statement that the issuer, its directors or the lead merchant bankers have not entered into any buy back arrangements for purchase of the specified securities of the issuer, other than the arrangements, if any, entered for safety net facility as permitted in the Regulations. In case any safety net is provided in the issue, the lead merchant banker shall certify that the person offering the safety net has the ability to honour the commitments and disclose the same in the offer document. Further, complete details shall be given regarding safety net arrangements such as number of specified securities covered, duration, price, complete terms of guarantee, if any, given by any person, including conditions subject to which the guarantee may be invoked. (l) A statement that an over-subscription to the extent of ten per cent. o....
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.... the issuer and/or the depository, as applicable and a statement to such effect shall be made in the offer document. (r) The details of options granted or equity shares issued under any scheme of employee stock option or employee stock purchase of issuer, in last 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, including the following details in cases where options granted to employees in pursuance of any employee stock option scheme existing prior to the initial public offer, are outstanding at the time of the initial public offer: (i) options granted; (ii) the pricing formula; (iii) options vested; (iv) options exercised; (v) the total number of shares arising as a result of exercise of option; (vi) options lapsed; (vii) variation of terms of options; (viii) money realised by exercise of options; (ix) total number of options in force; (x) employee-wise details of options granted to: * senior managerial personnel; * any other employee who receives a grant in any one year of options amounting to five per cent or more of options granted during that year; * identified emp....
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....fter the date of listing, by directors, senior managerial personnel 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. 11[(xviii) the details of the number of shares issued in ESPS, the price at which such shares are issued, employee-wise details of the shares issued to * senior managerial personnel; * any other employee who is issued shares in any one year amounting to 5% or more shares issued during that year; * identified employees who were issued shares during any one year equal to or exceeding 1% of the issued capital of the company at the time of issuance; (xix) diluted Earning Per Share (EPS) pursuant to issuance of shares under ESPS; and consideration received against the issuance of shares.] (s) In case of a listed issuer, which has earlier (after being a listed issuer) made any prefe....
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....ey thereof and the portion to be financed by any bank(s) or otherwise. (e) A complete perspective on the present working capital position vis-à-vis the projected one based on which the money is proposed to be raised in the public issue. (f) Details of the existing working capital available to the issuer with a break up for total current assets into raw materials, finished goods, work in progress, sundry debtors, etc., total current liabilities, net current assets and sources of finance for net current assets i.e. bank finance, institutional finance, own funds etc.. (g) If no working capital is shown a part of project, the reasons therefor. (5) Disclosure of asset cover etc. in case of public issue of secured convertible debt instruments: The details of the assets on which security/ asset cover, if required, shall be created, the basis for computation of the security/asset cover, the valuation methods, the periodicity of such valuation and the ranking of the charge(s). 12[(6) Full disclosures in the draft offer document or offer document as the case may be, shall be made for warrants issued along with public issue or rights issue, regarding the objects towards which the ....
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....ent 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 registering the offer document with the Registrar of Companies, as certified by a Chartered Accountant, along with the name of the chartered accountant and the date of the certificate. (2) Where the promoters' contribution has been brought prior to the public issue and has already been deployed by the issuer, the issuer shall give the cash flow statement in the offer document disclosing the use of such funds received as promoters' contribution. (G) Sources of Financing of Funds Already Deployed: The means and source of financing, including details of bridge loan or other financial arrangement, which may be repaid from the proceeds of the issue. (H) Deployment of Balance Funds: Year-wise break up of the expenditure proposed to be incurred on the project. (I) 13[Interim Use of Funds: Net issue proceeds pending utilization (for the stated objects) shall be deposited only in the scheduled commercial banks included in the Second Schedule of Reserve Bank of India Act, 1934.] (J) Basic Terms of Issue (K) Basis for Issue Price: (1) The basi....
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....as its peer group) are either on standalone or consolidated basis. Financial information relating to companies in the peer group shall be extracted from regulatory filings made by such companies to compute corresponding financial ratios. (i) The fact of dilution of financial ratios consequent upon issue of bonus shares, if any, and justification of the issue price after taking into account the diluted ratios with reference to expanded capital. (j) In case of a book built issue, the following statement shall be disclosed in the red herring prospectus: "The issue price has been determined by the issuer in consultation with the book runner(s), on the basis of assessment of market demand for the offered securities by way of book-building." (k) The face value of equity shares and the statement that the issue price, floor price or price band, as the case may be, is "X" times of the face value. (l) The accounting ratios disclosed in the offer document 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, t....
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....he details about the market, including details of the competition, past production figures for the industry, existing installed capacity, past trends and future prospects regarding exports (if applicable), demand and supply forecasts (if given, should be essentially with assumptions unless sourced from a market research agency of repute), etc. The source of data used shall be mentioned. (iii) The approach to marketing and proposed marketing set up. (iv) The export possibilities and export obligations, if any (in case of a issuer providing any "service" particulars, as applicable). (2) Business strategy: (a) A brief statement about business strategy. (b) A brief statement about future prospects, including the following: (i) Capacity and Capacity Utilisation: * A table shall be incorporated giving the existing installed capacities for each product, capacity utilisation for these products in the previous three years, proposed capacities for existing as well as proposed products and the assumptions for future capacity utilisation for the next three years (from the date of commencement of commercial production) in respect of existing as well as proposed products. * If the proj....
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.... for subscription by the offer document or the purchase or acquisition of which has not been completed at the date of issue of the offer document, other than property: (i) the contract for the purchase or acquisition whereof was entered into in the ordinary course of the issuer's business, the contract not being made in contemplation of the issue nor the issue in consequence of the contract; or (ii) as respects which the amount of the purchase money is not material. * for the purpose of this clause, where a vendor is a firm, the members of the firm shall not be treated as separate vendors. * if the issuer proposes to acquire a business which has been carried on for less than three years, the length of time during which the business has been carried. (6) Land : (a) The names of the entities from whom the land has been acquired/ proposed to be acquired alongwith the cost of acquisition, along with the relation, if any, of such entities to any promoter or director of the issuer. (b) Details of whether the land acquired by the issuer is free from all encumbrances and has a clear title and whether it is registered in the name of the issuer. (c) Details of whether the issuer ha....
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....f any, with possible implications. (f) The technology, market, managerial competence and capacity built-up. (g) Details regarding acquisition of business/undertakings, mergers, amalgamation, revaluation of assets etc, if any. (h) The number of members/ shareholders of the issuer. (2) Main objects as set out in the Memorandum of Association of the issuer (3) Details regarding subsidiary(ies) of the issuer including: (a) Name of the subsidiary; (b) nature of business; (c) capital structure; (d) shareholding of the issuer; (e) amount of accumulated profits or losses of the subsidiary(ies) not accounted for by the issuer; (f) 15[***] (4) Shareholders' agreements: (a) Key terms of subsisting shareholders' agreements, if any (to be provided even if the issuer is not a party to such an agreement, but is aware of such an agreement). (b) Guarantees, if any, given to third parties by the promoters offering their shares in the proposed offer for sale, stating reasons, amount, obligations on the issuer, period of guarantee, financial implications in case of default, security available, consideration etc. (c) All such agreements shall be included in the list of material contr....
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....ve company/ies.] (b) The nature of any family relationship between any of the directors. (c) Any arrangement or understanding with major shareholders, customers, suppliers or others, pursuant to which of the directors was selected as a director or member of senior management. (d) Details of service contracts entered into by the directors with the issuer providing for benefits upon termination of employment and a distinct negative statement in the absence of any such contract. (e) Details of borrowing powers. (2) Compensation of Managing Directors/ Whole time Directors: (a) The dates, parties to, and general nature of every contract appointing or fixing the remuneration of a Director, Whole-time Director, Managing Director or Manager whenever entered into within or more than, two years before the date of the offer document. During the last financial year, the amount of compensation paid, and benefits in kind granted on an individual basis to all such persons, by the issuer for services in all capacities to the issuer. The disclosure shall also cover contingent or deferred compensation accrued for the year, even if the compensation is payable at a later date. (b) If any portio....
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....ersonnel. (d) Any arrangement or understanding with major shareholders, customers, suppliers or others, pursuant to which any of the key managerial personnel, was selected as a director or member of senior management. (e) During the last financial year, the amount of compensation paid, and benefits in kind granted, to the key managerial personnel on an individual basis, by the issuer for services in all capacities to the company. The disclosure shall also cover contingent or deferred compensation accrued for the year, even if the compensation is payable at a later date. (f) If any portion of the compensation was paid pursuant to a bonus or profit-sharing plan, a brief description of the plan and the basis upon which the key management personnel participate in the plan. (g) Disclose status of key management personnel, whether they are in the employment as permanent employees or otherwise. (h) The shareholding of the key management personnel. (i) Bonus or Profit Sharing Plan for the key management personnel. (j) Changes in the Key Management Personnel: Any change otherwise than by way of retirement in the normal course in the senior key management personnel particularly in cha....
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....gistrars of Companies where the companies are registered have been submitted to the recognised stock exchanges on which the specified securities are proposed to be listed, at the time of filing the draft offer document with them; 19[(2A) Where the shares for lock-in towards minimum promoters contribution is offered by principal shareholders such as Venture Capital Funds or Foreign Venture Capital Investors registered with SEBI: (a) Details of Fund Manager; (b) Generic details of the Fund which is the investor in the issuer company; (c) Details such as total number of investors in the Fund, distribution of investors category - wise (institutional, corporate, individual etc.) and percentage stake held by each investor category; (d) Details of companies funded by the Funds, namely:- (i) Total number of companies funded; (ii) Distribution of such companies- country wise, holding period wise, sector wise; (iii) Number of companies under the control of the Fund, directly or indirectly; (iv) In respect of companies where such Funds have offered their shares for lock-in as part of minimum promoter's contribution:- * Name of the company * Date of listing on each stock exchange ....
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....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. (d) in any transaction in acquisition of land, construction of building and supply of machinery, etc. with full details of the transaction and the amount involved (9) Payment or benefit to promoters of the issuer: Any amount or benefit paid or given within the two years preceding the date of filing draft offer document with the Board or intended to be paid or given to any promoter or promoter group and consideration for payment of giving of the benefit. (G) Currency of presentation: One standard financial unit shall be used in the offer document. (H) Dividend policy (IX) Financial Statements: 20[[Notes: 1. The financial informations specified in this item shall be certified by only those auditors who have subjected themselves to the peer review process of the Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the 'Peer Review Board' of the ICAI. 2. All financial informations specified in this item must be reaudited for one full financia....
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....ts of the issuer were made up. (3) If the issuer has subsidiaries, the report shall: (a) so far as regards profits and losses, deal separately with the issuer's profits or losses as provided by para (2) of sub-item (B) of Item (IX) and in addition, deal either: (i) as a whole with the combined profits or losses of its subsidiaries, so far as they concern the members of the issuer; or (ii) individually with the profits or losses of each subsidiary, so far as they concern the members of the issuer; or, instead of dealing separately with the issuer's profits or losses, deal as a whole with the profits or losses of the issuer, and, so far as they concern the members of the issuer, with the combined profits or losses of its subsidiaries; and (b) so far as regards assets and liabilities, deal separately with the issuer's assets and liabilities as provided by para (2) of sub-item (B) of Item (IX) and in addition, deal either: (i) as a whole with the combined assets and liabilities of its subsidiaries, with or without the issuer's assets and liabilities; or (ii) individually with the assets and liabilities of each subsidiaries; and shall indicate as respects the assets and liabili....
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....rovided by sub-clause (a) (ii) above in relation to the issuer and its subsidiaries. (6) Principal terms of loan and assets charged as security: Brief terms and conditions of the term loans including re-schedulement, prepayment, penalty, default, etc. (7) (a) Age-wise analysis of sundry debtors shall be given. (b) Aggregate book value of quoted investments as well as aggregate market value of quoted investments shall be disclosed. (8) All significant accounting policies and standards followed in the preparation of the financial statements shall be disclosed including all notes thereto and the auditors' qualifications shall be incorporated. (9) Statements of Assets and Liabilities and Profit and Loss or any other financial information shall be incorporated after making the following adjustments, wherever quantification is possible: (a) Adjustments/ rectification for all incorrect accounting practices or failures to make provisions or other adjustments which resulted in audit qualifications.. Audit qualifications, which have not been given effect to, if any, shall be highlighted along with the management comments. If the impact of non-provisions is not considered ascertainable,....
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....ount from both fixed assets and reserves and the net worth arrived at after such deductions. An illustrative format of assets and liabilities is specified hereunder: 21[ As at March 31,... 20X1 20X2 20X3 20X4 20X5 (Rupees in lakhs) (1) Equity & Liabilities Shareholders' Funds (a) Share capital (b) Reserves & surplus (2) Non Current Liabilities (a) Long term borrowings (b) Deferred tax liabilities (net) (c) Long term provisions (3) Current Liabilities (a) Short term borrowings (b) Trade payables (c) Other current liabilities (d) Short term provisions Total Asset....
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....ual's family; (iv) key managerial personnel, that is, those persons having authority and responsibility for planning, directing and controlling the activities of the issuer, including directors and senior management of companies and close members of such individuals' families; (v) enterprises in which a substantial interest in the voting power is owned, directly or indirectly, by any person described in 22[(iii) or (iv)] or over which such a person is able to exercise significant influence and includes enterprises owned by directors or major shareholders of the issuer. (b) The nature and extent of any transactions which are material to the issuer or the related party, or any transactions that are unusual in their nature or conditions, involving goods, services, or tangible or intangible assets, to which the issuer or any of its parent companies was a party. (c) The amount of outstanding loans (including guarantees of any kind) made by the issuer or any of its parent companies to or for the benefit of any of the directors or key managerial personnel. The information given should include the amount outstanding as of the latest date, the nature of the loan and the transaction in w....
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....presenting value per share and comparison of stock market data in respect of price and volume of securities shall be clearly and unambiguously presented in the offer document. (c) the capital structure incorporated in the offer document shall be clearly presented giving all the relevant details pertaining to the change in denomination of the shares. (16) Unsecured loans: (a) Break-up of total outstanding unsecured loans taken by the issuer shall be given in the offer document into the amount borrowed from promoters/group companies/subsidiaries / material associate companies and amount borrowed from others. Further, in respect of each such loan of the former category, terms and conditions shall be disclosed including the interest rates and repayment schedule. If the loans can be recalled by the lenders at any time, the same shall be disclosed. (b) Break-up of the total outstanding unsecured loans taken 23[from the issuer] by the promoters, group companies, related parties, material associate companies and others shall be disclosed. (c) If the loans can be recalled by the lenders at any time, the same shall be disclosed along with details of such loans. (17) For a proper unders....
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....e presented in respect of the periods, within the period of five years, when preparation of such statements was mandatory in respect of such issuers under the listing agreement with the recognised stock exchanges. (b) In respect of business segments, disclosure shall be made of segment revenue, segment result and net capital employed and where the primary segment is a geographic segment, similar details by geographic segments shall be given. (20) The latest statement of audited/unaudited quarterly financial results published by the issuer in accordance with clause 41 of the equity listing agreement with the stock exchanges shall be reproduced. (21) It shall be disclosed in the offer document whether any of the sundry debtors is related to the directors or promoters or the issuer in any way. Similar disclosures shall be made in case of loans and advances. 24[(22) If the issuer has entered into any scheme of arrangement during the period for which the financials are disclosed in the offer document, lead merchant banker to the issue shall ensure that the following disclosure requirements as specified in Accounting Standard 14 has been complied with:- (a) A description of the acco....
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....cified in clause (2) of this sub-item , in lieu of information specified under sub-item (B) if: (i) the issuer is making further public offer in accordance with provisions of regulation 10; (ii) the specified securities offered in further public offer are of the same class of those already listed on a recognised stock exchange; (iii) financial reports of the issuer are available on the website of any recognised stock exchange having nationwide trading terminals or on a common e-filing platform specified by the Board; (iv) there has not been any change in management of the issuer; (v) 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. (2) The issuer satisfying the conditions specified in clause (1) may disclose its financial statements as under: (i) Stand-alone and consolidated financial statements of the issuer: (1) A report by the auditors of the issuer with respect to profit or loss and assets and liabilities (indicating changes in accounting policies, if any) in respect of the last completed accounting year for which audit has been completed. (2) ....
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....ratio shall be calculated excluding revaluation reserves. (4) Accounting and other ratios shall be based on the financial statements prepared on the basis of Indian Accounting Standards. (v) Capitalisation Statement: (1) A Capitalisation Statement showing total debt, net worth, and the debt/ equity ratios before and after the issue is made shall be incorporated. (2) 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 shall be given. (3) An illustrative format of the Capitalisation Statement is specified hereunder: Particulars Pre-issue as at 30-6-1995 As Adjusted for issue (Rupees in lakhs) Short-Term Debt 1870 1870 Long Term Debt 4370 4370 Shareholders Funds Share Capital 4000 4450 Reserves 14570 37520 Total Shareholders Funds 18570 41940 Long Term Debt/Equity 0.24:1 0.10:1 Note: Since 31-3-1995 (which is the last date as of which financial information has been given in para ... of this document), share capital was increased from Rs. 3000 lacs to Rs. 4000 lacs by the issue of bonus shares in the ratio of 1 share f....
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....a subsidiary of a public limited company. (2) In case there are more than five listed group companies, the financial information may be restricted to the five largest listed group companies to be determined on the basis of the market capitalization one month before the date of filing the draft offer document or in case of a fast track issue, one month before the reference date referred to in Explanation (I) to sub-regulation (1) of regulation 10. In case there are less than five listed group companies, the financial information shall be given for all the listed group companies and in addition for the largest unlisted group companies (based on turnover) so that the total number of listed and unlisted group companies for which the information is required to be given does not exceed five. 27[In case there are no listed group companies, the financial information shall be given for the five largest unlisted group companies based on turnover:] Provided that the financial information regarding every such group company which has become a sick industrial company or is under winding up or has a negative net worth shall be given. (3) If the promoters have disassociated themselves from any....
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....n account of major product/ main activities. (d) In case, 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 dependant upon a single customer or a few major customers, disclosure of this fact along with relevant data. Similarly if any foreign customer 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 followed any unorthodox procedure 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 (5) Comparison of recent financial year with the previous financial years (last three years) 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 unusu....
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....editors as per (i) and (ii) above shall be disclosed on the webpage of the company with a web link thereto in the offer document.] (3) 29[****] (4) If any the above mentioned litigations, etc., arise after the filing the offer document, the facts shall be incorporated appropriately in the offer document. In case there are no such cases, a distinct negative statement is required to be made in this regard in the offer document. (5) Material developments since the last balance sheet date. (B) Government Approvals or Licensing Arrangements: (1) Investment approvals (FIPB/ RBI, etc.). (2) All government and other approvals. (3) Technical approvals. (4) 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. (XI) Other Regulatory and Statutory Disclosures: (A) Authority for the issue and details of resolution passed for the issue. (B) Prohibition by the Board: A specific confirmation that there is no prohibition on the issuer, promoters, promoter group, directors, group companies or on the natural persons behind the ....
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.... section 63 or section 68 of the Companies Act, 1956 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 merchant banker any irregularities or lapses in offer document." (2) Disclaimer Statement from the issuer and lead merchant banker: A statement to the effect that the issuer and the lead merchant banker accept no responsibility for statements made otherwise than in the offer document 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 his own risk. (H) Caution. (I) Disclaimer in respect of jurisdiction: A brief paragraph mentioning the jurisdiction under which provisions of law and the rules and regulations are applicable to the 31[offer document]. (J) Disclaimer clause of the stock exchanges. (K) Disclaimer clause of the Reserve Bank of India 32[or Insurance Regulatory and Development Authority] (if applicable). (L) Filing or registering of the offer document with the Board and the Registrar o....
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....public/ rights/ composite). (4) Amount of issue. (5) Date of closure of issue. (6) Date of completion of delivery of share/ debenture certificates. (7) Date of completion of the project, where object of the issue was financing the project. (8) Rate of dividend paid. (U) Performance vis-à-vis objects: (1) Issuer: (a) A list of all the public/rights issues made during the period of ten years immediately preceding the date of filing the draft offer document with the Board, along with the year of issue. (b) A separate para entitled "Performance vis-à-vis objects - Last three issues of the issuer" shall be given, indicating whether all the objects mentioned in the respective offer documents of the last three issues of the issuer during the period of ten years immediately preceding the date of filing draft offer document with the Board were met. (c) If not, non-achievement of objects shall be brought out distinctly. Shortfall and delays shall be quantified. (2) Listed Group Companies/Subsidiaries/Associates companies : (a) A separate paragraph entitled "Performance vis-à-vis objects - Last one issue of group companies/subsidiaries / associate companies " ....
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....rd and the number of complaints disposed off during that period (3) the number of investor complaints pending on the date of filing draft offer document with the Board (4) the number of investor complaints pending on the date of filing draft offer document with the Board in respect of the five largest (in terms of market capitalization) listed group companies. (5) The time normally taken by the issuer for disposal of various types of investor grievances. (6) Similar disclosure shall be made in regard to the listed companies under the same management within the meaning of section 370 (1B) of the Companies Act, 1956 for the period of three years prior to the date of registering the offer document with the Registrar of Companies. (Y) Change, if any, in the auditors during the last three years, and reasons, thereof. (Z) Capitalisation of reserves or profits (during last five years). (A) Revaluation of assets, if any (during the last five years) (XII) Offering Information: (A) Terms of the Issue: (1) Ranking of equity shares: The shares issued in the issue shall be pari passu with the existing shares in all respects including dividends. (2) In the case of offer for sale, the ....
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....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. (11) Restrictions, if any, on transfer and transmission of shares or debentures and on their consolidation or splitting. (12) New Financial Instruments: (a) The lead merchant banker shall ensure that adequate disclosures in the offer document, more particularly relating to the terms and conditions, redemption, security, conversion and any other relevant features of any new financial instruments such as Deep Discount Bonds, Debentures wit....
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....der the heads "Procedure for applications by mutual funds" and "Multiple Applications" shall be incorporated 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 disclosure that the applications made by asset management companies or custodians of a mutual fund shall clearly indicate the name of the concerned scheme for which application is being made. (e) Applications by non-resident Indians: The following disclosures shall be made: (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) A statement that: "non-resident Indian applicants may please note that only such applications as are accompanied by payment in free foreign exchange shall be considered for 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." (f) Application by ASBA investors: (i) ....
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.... for demat and physical is to be made. If such applications are made, the applications for physical shares shalll be treated as multiple applications and rejected accordingly. (20) In case of partial allotment, allotment shall be done in demat option for the specified securities sought in demat form and balance, if any, will be allotted in physical form. (21) Disposal of application and application moneys. (22) Provisions of sub-section (1) of section 68A of the Companies Act, 1956 relating to punishment for fictitious applications, shall be mentioned, including the disclosures that any person who: (1) makes in a fictitious name an application to a company for acquiring, or subscribing for, any shares therein, or (2) otherwise induces a company to allot, or register any transfer of, shares therein to him, or any other person in a fictitious name, shall be punishable with imprisonment for a term which may extend to five years. (23) Interest on refund of excess bid amount. (24) Basis of allotment or allocation: Disclose the names of entities responsible for finalising the basis of allotment in a fair and proper manner. (25) Procedure and time of schedule for allotment and iss....
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....osed manner within 37[fifteen days] from the date of the closure of the issue. However applications received after the closure of issue in fulfilment of underwriting obligations to meet the minimum subscription requirement, shall not be entitled for the said interest." (b) Where it is a book-built issues: "The issuer agrees that allotment of securities offered to the public shall be made not later than fifteen days of the closure of public issue. The issuer further agrees that it shall pay interest at the rate of fifteen per cent. per annum if the allotment letters or refund orders have not been despatched to the applicants or if, in a case where the refund or portion thereof is made in electronic manner, the refund instructions have not been given to the clearing system in the disclosed manner within fifteen days from the date of the closure of the issue." (30) Undertaking by the issuer: (a) The following undertaking by the issuer shall be incorporated in the offer document: (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 an....
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....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 default. (v) that necessary cooperation with the credit rating agency(ies) shall be extended in providing true and adequate information till the debt obligations in respect of the instrument are outstanding. (c) Disclosure that the issuer reserves the right not to proceed with the issue after the bidding and if so, the reason thereof shall be given as a public notice within two days of the closure of the issue. The public notice shall be issued in the same newspapers where the pre-issue advertisement had appeared. The stock exchanges where the specified securities were proposed to be listed shall also be informed promptly. (d) Disclosure that if the issuer withdraws the issue after closure of bidding, the issuer shall be required to file a fresh draft offer document with the Board. (31) Utilisation of Issue Proceeds: (a) A statement by the board of directors of the issuer to the effect that: (i) all monies received out of issue of specified securities to public....
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....ts, will be available for inspection from the date of offer document until the date of closing of the subscription list. (4) IPO grading reports for each of the grades obtained by the unlisted issuer 39[, if applicable] (B) Declaration: (1) The draft offer document (in case of issues other than fast track issues) and offer document shall be approved by the Board of Directors of the issuer and shall be signed by all directors, the Chief Executive Officer, i.e., the Managing Director or Manager within the meaning of the Companies Act, 1956 and the Chief Financial Officer, i.e., the whole-time finance director or any other person heading the finance function and discharging that function. (2) The signatories shall further certify that all disclosures made in the offer document are true and correct. PART B CERTAIN DISCLOSURES NOT MANDATORY IN CASE OF FAST TRACK PUBLIC ISSUE An issuer making a fast track public issue of specified securities may not make the disclosures indicated hereunder and specified in Part A of this Schedule, in the offer document: (1) Sub-para (a) of para (2) of sub-item (D) of item (VI); (2) Sub-para (o) of para (2) of sub-item (D) of item (VI); (3) Para ....
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....regulation 61 and has also kept this document for public inspection in the manner specified in sub- para (c) of para 4 of sub-item (D) of Item (VIII) of Part A of this Schedule.] 42[ PART D [See regulation 58(1)] DISCLOSURES IN ABRIDGED PROSPECTUS Disclosures: (I) Information as is material and appropriate to enable the investors to make an informed decision shall be disclosed in the abridged prospectus. (II) An issuer making a public issue of specified securities shall make the disclosures in the abridged prospectus as per the format specified by the Board from time to time. General Instructions: (I) The abridged prospectus shall be submitted to the Board (one copy). (II) The abridged prospectus including the application form shall not exceed 5 sheets (printed both sides). (III) Information which is of generic nature and not specific to the issuer shall be brought out in the form of a General Information Document (GID) as specified by the Board. (IV) Abridged Prospectus shall be printed in a booklet form of A4 size paper. (V) 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....
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....s making a rights issue of specified securities for the first time subsequent to such change; (b) an issuer whose specified securities have been listed consequent to relaxation granted by the Board under sub-rule (7) of rule 19 of the Securities Contracts (Regulation) Rules, 1957 for listing of its specified securities pursuant to a scheme sanctioned by a High Court under sections 391 to 394 of the Companies Act, 1956 and is making a rights issue of specified securities for the first time subsequent to such listing. (4) In respect of an issuer making disclosures in terms of clauses (2) and (3) above, the disclosures specified in the following items in Part (A) shall not be applicable: (a) Sub-item (C) of item (V); (b) Sub-para (b) of para (2) of sub-item (B) of item (XII); (c) Sub-para (a) of para (3) of sub-item (B) of item (XII); (d) Sub-para (b) of para (3) of sub-item (B) of item (XII); (e) Sub-para (c) of para (3) of sub-item (B) of item (XII); (f) Para (18) of sub-item (B) of item (XII); (g) Para (19) of sub-item (B) of item (XII). (5) A listed issuer referred to in clause (1) shall make the following disclosures in the letter of offer, as far as possible, in the or....
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....bankers with their titles who have signed the due diligence certificate and filed the letter of offer with the Board, along with their telephone numbers, fax numbers, website addresses and e-mail addresses. (g) The name, logo and address of the registrar to the issue, along with its telephone number, fax number, website address and e-mail address. (h) Issue schedule: (i) Date of opening of the issue. (ii) Date of closing of the issue. (iii) Last date for request for split. (i) The names of the recognised stock exchanges where the specified securities of the issuer are listed and the details of in-principle approval for listing of the specified securities proposed to be offered in the rights issue. (B) Back Cover Pages: The back inside cover page and back outside cover page shall be in white. (II) Table of Contents: The table of contents shall appear immediately after the front inside cover page. (III) Definitions and Abbreviations: (A) Conventional or general terms. (B) Issue related terms. (C) Issuer and industry related terms. (D) Abbreviations. (IV) Risk Factors: (A) The risk factors shall be printed in clear readable font (preferably of minimum point ten size). ....
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....ssuer other than in the normal course of the business of the financing entity during the period of six months 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 draft letter of offer with the Board. (VI) Introduction: (A) Summary: (1) Issue details in brief. (2) Summary consolidated financial, operating and other data. (B) General Information: (1) The name and address of the registered office and the registration number of the issuer, along with the address of the Registrar of Companies where the issuer is registered. (2) The names, addresses, telephone numbers, fax numbers and e-mail addresses of the Company Secretary and compliance officer of the issuer. (3) The names, addresses, telephone numbers, fax numbers, contact person, website addresses and e-mail addresses of the bankers to the issue, Self Certified Syndicate Bankers and legal advisors to the issue. (4) The statement of inter-se allocation of responsibilities among lead merchant bankers, where more than one merchant banker is associated with the issue. (5) The following details of credit rating,....
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....t of participation by promoters and promoter group in the issue with respect to: (a) their rights entitlement. (b) the unsubscribed portion over and above their rights entitlement: 43[Provided that such participation shall not result in breach of minimum public shareholding requirement stipulated in the equity listing agreement entered into between the issuer and the recognized stock exchanges where the specified securities of the issuer are listed.] 44[(6A) Disclosure of ex-rights price as referred under clause of (b) of sub-regulation 4 of regulation 10 of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulation, 2011.] (7) The shareholding pattern as per the latest filing with the recognised stock exchange(s). (8) The details of the shareholders holding more than one per cent. of the share capital of the issuer. (VII) Particulars of the Issue (A) Objects of the Issue: (1) The objects of the issue shall be disclosed. (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) The details of the form of investment, i.e., equity, debt or any ....
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....of finance for net current assets, i.e., bank finance, institutional finance, own funds, etc. (g) If no working capital is shown as part of the project for which issue is being made, the reasons therefor. (B) Requirement of Funds: (2) The requirement for funds proposed to be raised through the issue. (3) Where the issuer proposes to undertake more than one activity or project, such as diversification, modernisation, expansion, etc., the total project cost shall be given activity-wise or project wise, as the case may be. (4) 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. (5) The details of all material existing or anticipated transactions in relation to the utlisation of the issue proceeds or project cost with promoters, directors, key management personnel, associates and group companies. The relevant documents shall be included in the list of material documents for inspection. (6) If object of the issue is to fund a project, the following details shall be given: (a) location of the project (b) plant and machinery, technology, process, etc. (....
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....balance portion of the means of finance for which no firm arrangement has been made shall be mentioned without specification. (3) The details of funds tied up and the avenues for deployment of excess proceeds, if any. (E) Appraisal: (1) The scope and purpose of the appraisal, if any, along with the date of appraisal. (2) The cost of the project and means of finance as per the appraisal report. (3) Explanation regarding revision, if any, in the project cost and the means of finance after the date of issue of the appraisal report. (4) The weaknesses and threats, if any, given in the appraisal report, by way of risk factors. (F) Schedule of Implementation: The schedule of implementation of the project in a tabular form 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. (G) Deployment of Funds: (1) The 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 designate....
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....spension: * Date and Term of Director in the above company(ies). Explanation.-The above details shall be given for a period of five years prior to date of filing of draft offer document and ought to be updated upto the date of filing of the red herring prospectus. In case of offer documents for fast track issues filed under regulation 10, the period of five years shall be reckoned on the date of filing of prospectus with Registrar of Companies or letter of offer with the designated stock exchange. (2) Details of current and past directorship in listed companies who have been/were delisted from the stock exchange(s): * 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: * Whether relisted: Yes/No. If yes, date of relisting on [give name of the Stock Exchange(s)]: * Date and Term of Director in the above company/ies. ] (B) The nature of any family relationship between any of the directors. (C) Any arrangement or understanding with major shareholders, customers, suppliers or others, pursuant to which of the directors was selected as a direc....
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....4) Week-end prices for the last four weeks; current market price; and highest and lowest prices of equity shares during the period with the relative dates (C) Stock market quotation of shares/ convertible instruments of the company (high/ low price in each of the last three years and monthly high/low price during the last six months). (D) Accounting and other ratios: The following accounting ratios shall be given for each of the accounting periods for which financial information is given: (5) Earnings per share: This ratio shall be calculated after excluding extra ordinary items. (6) Return on Networth: This ratio shall be calculated excluding revaluation reserves. (7) Net Asset Value per share: This ratio shall be calculated excluding revaluation reserves. (8) Accounting and other ratios shall be based on the financial statements prepared on the basis of Indian Accounting Standards. (E) Capitalisation Statement: (4) A Capitalisation Statement showing total debt, net worth, and the debt/ equity ratios before and after the issue is made shall be incorporated. (5) In case of any change in the share capital since the date as of which the financial information has been disclos....
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.... revenue of the issuer as per last completed financial year; or (b) Where the decision in one case is likely to affect the decision in similar cases, even though the amount involved in single case individually may not exceed one per cent. of the total revenue of the issuer, if similar cases put together collectively exceed one per cent. of total revenue of the issuer as per last completed financial year. (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 offer document, either separately or in consolidated form. (XIII) 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, al pending regulatory and government approvals and pending renewals of licences. (XIV) Material Development: Any material development after the date of the latest balance sheet and its impact on performance and prospects of the issuer. (XV) Other Regulatory and Statutory Disclosures: (A) Authority for the issue and details of resolution passed for the issue. (B) A statement by....
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....d here) The filing of the letter of offer does not, however, absolve the issuer from any liabilities under section 63 or section 68 of the Companies Act, 1956 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 merchant banker any irregularities or lapses in letter of offer." (2) Disclaimer Statement from the issuer and lead merchant banker: A statement to the effect that the issuer and the lead merchant banker 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 his own risk. Investors who invest in the issue will be deemed to have been represented by the issuer and lead manager and their respective directors, officers, agents, affiliates and representatives that they are eligible under all applicable laws, rules, regulations, guidelines and approvals to acquire equity shares of our company, and are relying on indepen....
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....e accompanied by payment in free foreign exchange shall be considered for 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." (3) Application by ASBA investors: Disclosures regarding eligible ASBA investors and ASBA process including specific instructions for submitting Application Supported by Blocked Amount. (4) A statement that the shareholders who have not received the application form may, along with the requisite application money, apply in writing on a plain paper. (5) The format to enable the shareholders to make the application on plain paper specifying therein necessary particulars such as name, address, ratio of rights issue, issue price, number of equity shares held, ledger folio numbers, depository participant ID, client ID, number of equity shares entitled and applied for, additional shares if any, amount to be paid along with application, and particulars of cheque, etc. to be drawn in favour of the issuer's account; (6) A statement that the shareholders making the application ot....
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....of the Issue shall be attended to by the issuer expeditiously and satisfactorily. (B) that steps for completion of the necessary formalities for listing and commencement of trading at all stock exchanges where the specified securities are to be listed are taken within seven working days of finalisation of basis of allotment. (C) funds required for making refunds to unsuccessful applicants as per the mode(s) disclosed shall be made available to the Registrar to the issue by the issuer. (D) that where refunds are made through electronic transfer of funds, a suitable communication shall be sent to the applicant within 15 days 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. (E) that adequate arrangements shall be made to collect all ASBA applications and to consider them similar to non-ASBA applications while finalizing the basis of allotment. (F) In case of convertible debt instruments, the issuer shall additionally undertake that: (1) the issuer shall forward the details of utilisation of the funds raised through the convertible debt instruments duly certified by the statutory....
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....ription by more than 8 days after the issuer becomes liable to pay the subscription amount (i.e. fifteen days after closure of the issue), the issuer will pay interest for the delayed period, at rates prescribed under sub-sections (2) and (2A) of Section 73 of the Companies Act, 1956." (XXI) Statutory and other information: (A) Option to subscribe in the issue: (1) The details of option, if any, to receive the specified securities subscribed for either in demateralised form or physical form. (2) The lead merchant banker shall incorporate a statement in the offer document and in the application form to the effect that the investor shall have an option either to receive the security certificates 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. (XXII) Any other material disclosures, as deemed necessary. (XXIII) Declaration: (A) The draft letter of offer (in case of issues other than fast track issues) and letter of offer shall be approved by the Board of Directors of the issuer and shall be signed by all directors, t....
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....ng to applications referred to in sub-regulations (2), (3) and (4) of regulation 54; (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 made available to the public as specified under sub-regulation (1) of regulation 61 and also as a document for public inspection. 52[PART G [See regulation 4(6)] DISCLOSURES PERTAINING TO WILLFUL DEFAULTERS (1) If the issuer or any of its promoters or directors is a wilful defaulter, it shall make the following disclosures: (a) Name of the bank declaring the entity as a wilful defaulter; (b) The year in which the entity is declared as a wilful defaulter; (c) Outstanding amount when the entity is declared as a wilful defaulter; (d) Name of the party declared as a wilful defaulter; (e) Steps taken, if any, for the removal from the list of wilful defaulters; (f) Other disclosures, as deemed fit by the issuer in order to enable investors to take informed decisions; (g) Any other disclosure as spe....
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....quirements) (Third Amendment) Regulations, 2010, w.e.f. 13.04.2010. 12 Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2012, w.e.f. 30.01.2012. 13 Substituted by the SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2015, w.e.f. 11.08.2015. Prior to its substitution, sub-item (I) read as under : "(I) Interim Use of Funds : Investment avenues in which the management proposes to deploy issue proceeds, pending its utilisation in the proposed project." 14 Substituted by SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2011 w.e.f. 23.09.2011. Prior to its substitution, sub-clause (h) read as under: "(h) Comparison of all the accounting ratios of the issuer as mentioned in items (a) to (g) above with the industry average and with the accounting ratios of the peer group (i.e., companies of comparable size in the same industry the source from which industry average and accounting ratios of the peer group has been taken shall be indicated)." 15 Omitted by SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2010, w.e.f. 13.04.2010. Prior to its omi....
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....losure Requirements) (Third Amendment) Regulations, 2010, w.e.f. 13.04.2010. 23 Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2010, w.e.f. 13.04.2010. 24 Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2009, w.e.f. 01.01.2010. 25 Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2010, w.e.f. 12.11.2010 26 Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2009, w.e.f. 11.12.2009. 27 Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2010, w.e.f. 13.04.2010. 27 Substituted by the SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2015, w.e.f. 14.08.2015. Prior to their substitution, sub-clauses (1) and (2) read as under : "(1) Outstanding litigations involving the issuer: (a) Litigations against the issuer or against any other company whose outcome could have a materially adverse effect of the position of the issuer; (b) All litigations against the directors involving violation of statutory regulations or alleging criminal ....
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....disciplinary action taken by the Board or recognised stock exchanges against the promoters and group companies. The likely adverse effect of these litigations, defaults, etc. on the financial performance of the issuer shall also be mentioned. (b) The cases of pending litigations, defaults, etc. in respect of group companies with which the promoters were associated in the past but are no longer associated shall also be disclosed in case their name(s) continue to be associated with the particular litigation(s). (c) If any of the group companies had faced/is facing any litigations/defaults/overdues or labour problems/closure etc., the same shall be disclosed. (d) All the litigations against the promoter involving violation of statutory regulations or alleging criminal offence shall be furnished in the offer document. (e) Pending proceedings initiated for economic offences against the promoters, group companies shall be disclosed separately indicating their present status. (f) Adverse findings, if any, in respect of the persons/entities connected with the issuer/promoter/group companies as regards compliance with the securities laws. (g) The details of the past cases in which pen....
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.... w.e.f. 04.02.2011, and SEBI (Issue of Capital and Disclosure Requirements) (Fifth Amendment) Regulations, 2015, w.e.f. 01.01.2016 read as under: "PART D [See regulation 58(1)] DISCLOSURES IN ABRIDGED PROSPECTUS General Instructions: (I) Information which is of generic nature and not specific to the issuer shall be brought out in the form of a General Information Document (GID) as specified by the Board. (II) Abridged Prospectus shall be printed in a booklet form of A4 size paper. (III) The Abridged Prospectus shall be printed in a font size which shall not be visually smaller than Times New Roman size 10 (or equivalent). Exceptions can be made only where the information is in a tabular form and cannot fit in the table, which shall not be visually smaller than Times New Roman size 8 (or equivalent). (IV) Information required to be given in Tabular Format should not appear in running text format. (V) The order in which items appear in the abridged prospectus shall be as specified in this Schedule. (VI) The application form shall be so positioned that on the tearing-off of the application form, no part of the information given in the abridged prospectus is mutilated. Discl....
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....tors for determining Basis of Issue Price is available on Page .... of this Abridged Prospectus'; * Page .... of this abridged Prospectus for 'Price Information of past issues handled by Merchant Bankers'." (K) Other statutory details pertaining to Issue (Number of equity shares and/or issue size & percentage of dilution and whether the same is in compliance with post issue dilution requirement). (L) The name(s) of the recognised stock exchange(s) on which the specified securities are proposed to be listed. (M) Cover Page should draw attention of investors to read the risk factors & indicate the page number where risk factors are contained in abridged prospectus. (II) Inside Cover Page: (A) The name and logo of the lead merchant bankers, along with telephone number, fax number, website address, name of contact person and email address. (B) The name, logo and address of the registrars to the issue, along with telephone number, fax number, website address, name of contact person and email address. (C) Names of Syndicate Members. (D) The name and address along with telephone number, fax number and registration number of the statutory auditors. (E) The name and address of th....
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....c. (D) Shareholding Pattern: (1) The aggregate shareholding of each of the categories as prescribed in terms of Clause 35 of Listing Agreement in the following format: Category No. of Shareholders Pre-Issue Post-Issue No .of Equity Shares Percentage No. of Equity Shares Percentage (2) The names of the ten largest shareholders of the issuer , number of equity shares held and percentage of the total pre and post issue capital as on the date of registering the offer document with the Registrar of Companies in tabular format. (3) The names of public shareholders holding more than 1% of pre-issue capital, number of equity shares held and percentage of the total pre and post issue capital as on the date of registering the offer document with the Registrar of Companies in tabular format. (4) Sale or Purchase/Subscription of Company's securities by promoter(s)/promoter group/director(s) within three years immediately preceding the date of registering the offer document with the Registrar of Companies which in aggregate is equal to or greater than 1% of pre-issue capital of company in tabular format. The table shall indicate name of the shareholder, wh....
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....ng in offer document in tabular form. (C) Management's Discussion and Analysis of Revenues and Profits/Losses. (D) Material Development: Any material development after the date of the latest balance sheet and its impact on performance and prospects of the issuer. (E) Aggregate number of shares for Capitalization of Reserves or Profits in the last 5 years. (F) Revaluation of Assets in the last 5 years. (G) Change, if any, in the auditors during the last three years in tabular format. Particulars of name of auditor, date of appointment/reappointment, date of cessation and reasons for change, thereof. (H) The authorized, issued, subscribed and paid-up capital, present issue size, Paid-up Capital after the issue, Paid-up capital after conversion of securities (if applicable), (number of instruments, description, aggregate nominal value) in tabular form. Additionally for further public offerings, details of outstanding convertible instruments if any, to be included. (I) Notes to the Capital Structure - Attention of investor should be invited to refer to RHP. (VII) Risk Factors: (A) The risk factors should be classified under the following heads: (1) Risks arising out of Offenc....
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....Closing Price, Total Volume (separately for all stock exchanges) and Main Index Closing Value to be given in tabular format. (X) Other Regulatory and Statutory Disclosures: (A) The disclosure under the heading "IPO Grading", stating all the grades obtained for the initial public offer, along with the summary of rationale or description furnished by the credit rating agency(ies) for each of the grades obtained. Particulars of Grading Agency, Grades Assigned and assessment in tabular format (if applicable). (B) Any special tax benefits (if any) for the issuer/project and its shareholders (Only section numbers of the relevant legal provisions should be mentioned, without reproducing the text of the sections). (C) Authority for the issue. (D) Eligibility of the Issue-Only Specific Regulation to be indicated without reproducing the text of the regulation. (E) Expert opinion obtained, if any, except of Auditors and IPO Grading Agencies. (F) Material Contracts and Documents for Inspection. (G) Time and Place of Inspection of material contracts (List of material contracts not required). (H) Price Information of past issues handled by Merchant Bankers, in the format and manner as s....