TaxTMI 
TaxTMI 
DISCLOSURES IN OFFER DOCUMENT, ABRIDGED PROSPECTUS AND ABRIDGED LETTER OF OFFER
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....erms such as "market leader", "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 report....
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....ble) shall be incorporated in a box format in case of an initial public offer: "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 th....
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....n-principle approval for listing obtained from these stock exchanges. (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, 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 quant....
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..... (10) The trading of any securities of the issuer on stock exchanges or in OTC market, if limited or sporadic. (11) In case of outstanding debt instruments issued 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 disc....
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....) The fact that the land is not registered in the name of the issuer. (29) Any lack of arrangements in place for borrowings, bank finance or institutional finance in respect of working capital requirements. (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 o....
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....ssuer. (5) The name, address, telephone number, fax number and e-mail address of the compliance officer. (6) The names, addresses, telephone numbers, fax numbers, contact person, website addresses and e-mail addresses of the merchant bankers, co-managers, 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....
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.... stabilisation mechanism. (4) The maximum increase in the equity share capital of the issuer and the shareholding pattern, post-issue, in case the issuer is required to allot further equity shares to the extent of over-allotment in the issue. (5) The maximum amount of funds to be received by the issuer 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....
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.... (ii) Where item (i) is applicable, a document giving date-wise details of equity shares issued under employee stock option schemes, including the price at which such equity shares were issued, shall be made available as a material document for inspection. (f) If the issuer has made any issue of specified securities at a price lower than 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/ con....
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....acquired in the secondary market. The aggregate cost of shares acquired in the secondary market, if available. (iv) The details of compliance with regulation 32 ^10[and regulation 33] has been complied with. (v) If the issuer is exempt from the requirements of promoters' contribution, the relevant provisions under which it is exempt. (vi) A statement that promoters' 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 disc....
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....shares by allotment on a firm basis or by private placement. (p) The details of shareholding, if any, of the lead merchant bankers and their associates in the issuer. (q) In case it is not possible to obtain information regarding sales and purchases of specified securities by any relative of the promoters, the information shall be disclosed on the basis of the transfers as recorded in the books of 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 res....
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....gregate 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 equity shares arise out of options exercised before or after the initial public offer. (xvii) 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, 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 wh....
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....ment 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 progress, sundry debtors etc., with assumption about the holding norms for each type of current asset, total current liabilities, net current assets and envisaged sources of finance for net current assets, i.e., bank finance, institutional finance, own funds ,etc.. (d) The total envisaged working capital requirement in a tabular form, the margin money 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 ....
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....ue of the appraisal report shall be explained and disclosed. (4) The weaknesses and threats, if any, given in the appraisal report, shall be disclosed by way of risk factors. (E) Schedule of Implementation: (1) 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. (F) 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 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 A....
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....ice Rs. 520.00 ^14[(h) Comparison of 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. In this regard, the following shall be ensured: • Consistency in comparison of financial ratios of issuer with companies in the peer group, i.e., ratios on standalone/ consolidated basis of issuer shall be compared with ratios on standalone/consolidated basis of peer group, respectively. • Explicit statement as to whether the financial ratios (of issuer as well 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 capi....
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....or proposed to be bought, if any, including the age of the machines, balance estimated life, etc. shall also be given. (c) Collaborations, any performance guarantee 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. (e) Products or services of the issuer: (i) The nature of the product(s), that is, consumer or industrial and end users. (ii) The 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. ....
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....) the nature of the title or interest in such property acquired or to be acquired by the issuer; (iv) short particulars of every transaction relating to the property completed within the two preceding years, in which any vendor of the property to the issuer or any person who is, or was at the time of the transaction, a promoter, or a director or proposed director of the issuer had any interest, direct or indirect, specifying the date of the transaction and the name of such promoter, director or proposed director and stating the amount payable by or to such vendor, promoter, director or proposed director in respect of the transaction. (b) The property to which sub-clause (a) applies is a property purchased or acquired by the issuer or proposed to be purchased or acquired, which is to be paid for wholly or partly out of the proceeds of the issue offered 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 contem....
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.... for the same etc. (v) Negative features like time / cost overrun, defaults and lock out / strikes etc (vi) Details regarding the changes in the activities of the issuer during the last five years which may have had a material effect on the profits/loss, including discontinuance of lines of business, loss of agencies or markets and similar factors. (c) Complete details of the subsidiaries and holding company, if applicable. (d) Corporate profile of the issuer regarding its history, the description of the activities, services, products, market of each segment, the growth of the issuer, exports and profits due to foreign operations together with the country-wise analysis, the standing of the issuer with reference to the prominent competitors with reference to its products, management, major suppliers and customers, environmental issues, segment, i.e. geographical, etc. (e) Injunction or restraining order, if 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/ share....
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....f yes, date of revocation of suspension. • Term (along with relevant dates) of Director in the above company(ies). Explanation: The above details shall be given with respect to 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 RHP. 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. (a)(ii) Details of current and past directorship(s) in listed companies which have been/were delisted from the stock exchange(s), 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 : • Whether relisted: Yes/No. If yes, date of relisting on [give name of the Stock Exchange(s)]: • Term (alongwith relevant dates) of Director in the above company/ies.] (b) The nature of any family relationship between....
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....last three years, and reasons, thereof. (6) Management Organisation Structure. (7) Corporate Governance: (a) A disclosure to the effect that the issuer has complied with the requirements of Corporate Governance contained in the Equity Listing Agreement, particularly those relating to composition of board of directors, constitution of committees such as Audit Committee, Shareholder / Investor Grievance Committee, etc (b) Details relating to the issuer's audit committee and remuneration committee, including the names of committee members and a summary of the terms of reference under which the committees operate shall also be disclosed. (8) Key Management Personnel: (a) Details of the key management personnel as on the date of filing the offer document with the Board indicating name, date of joining, qualification, term of office with date of expiration of term and details of service contracts including termination/retirement benefits, if any, details of previous employment, etc. (b) Name, business experience, functions and areas of experience in the issuer. (c) The nature of any family relationship between any of the key managerial personnel. (d) Any ar....
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....res of each promoter, special achievements, their business and financial activities, photograph, voter ID number, driving license number shall be disclosed. (b) A declaration, confirming that Permanent Account Number, Bank Account Number and Passport Number of the promoters 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; (2) Where the promoters are companies: (a) History of the companies and the promoters of the companies shall be furnished. Where the promoters of such companies are again companies or bodies corporate, names of natural persons in control (i.e., holding fifteen per cent. or more voting rights) or who are on the board of directors of such bodies corporate shall be disclosed. (b) Details of change in control or management of the promoter companies, if any, including details of the persons who held the controlling interest in the three years immediately preceding the filing the draft offer document. (c) A declaration, confirming that the Permanent Account Numbers, Bank Account Numbers, the Company Registration Numbers and the addre....
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.... board of directors of the issuer. (5) 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. (6) If the promoters have any interest in the issuer other than as promoters, brief details of the interest shall be given along with cross-reference to the pages on which extensive details have been given in the offer document. (7) The following information in respect of all the group companies shall be given wherever applicable: (a) the name and type of organisation (b) brief description of the business; (c) nature and extent of interest of the promoters (8) Full particulars of the nature and extent of the interest, if any, of every promoter, directors or group companies : (a) in the promotion of the issuer; or (b) in any property acquired by the issuer within two years of the date of filing draft offer document with the Board or proposed to be acquired by it. (c) Where the interest of such a director or promoter 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 a....
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....articulars of each class of shares on which such dividends have been paid and particulars of the cases in which no dividends have been paid in respect of any class of shares for any of those years; and, if no accounts have been made up in respect of any part of the period of five years ending on a date three months before the issue of the offer document, containing a statement of that fact (and accompanied by a statement of the accounts of the issuer in respect of that part of the said period up to a date not earlier than six months of the date of issue of the offer document indicating the profit or loss for that period and the assets and liabilities position as at the end of that period together with a certificate from the auditors that such accounts have been examined and found correct by them. The said statement may indicate the nature of provision or adjustments made or are yet to be made). (2) If the issuer has no subsidiaries, the report shall: (a) so far as regards profits and losses, deal with the profits or losses of the issuer (distinguishing items of a non- recurring nature) for each of the five financial years immediately preceding the issue of the offer docume....
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....he offer document. (5) (a) If: (i) the proceeds, or any part of the proceeds, of the issue of the shares or debentures are or is to be applied directly or indirectly in any manner resulting in the acquisition by the issuer of shares in any other body corporate; and (ii) by reason of that acquisition or anything to be done in consequence thereof or in connection therewith, that body corporate will become a subsidiary of the issuer; a report shall be made by accountants (who shall be named in the offer document) upon: • the profits or losses of the other body corporate for each of the five financial years immediately preceding the issue of the offer document; and • the assets and liabilities of the other body corporate at the last date to which its accounts were made up. (b) The said report shall: (i) indicate how the profits or losses of the other body corporate dealt with by the report would, in respect of the shares to acquired, have concerned members of the issuer and what allowance would have fallen to be made, in relation to assets and liabilities so dealt with for holders of other shares, if the issuer had at all material times he....
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....g the profit or loss from extraordinary items. An illustrative format of the disclosure of profits and losses on this basis is specified hereunder: Year ended March 31, .... 20X1 20X2 20X3 20X4 20X5 (Rupees In lakhs) Income Sales - of products manufactured by the issuer 1000 1240 1640 1800 1800 of products traded in by the issuer 100 60 60 200 200 Total 1100 1300 1700 2000 2000 Other income 10 30 40 60 100 Increase (decrease) in inventories 40 (70) 60 180 310 1150 1260 1800 2240 2410 Expenditure Raw materials consumed 400 480 630 1110 1200 Staff costs 200 220 240 340 400 Other manufacturing expenses 250 260 280 540 650 Administration expenses 40 42 60 80 85 Selling and distribution expenses 110 120 130 190 250 Interest 60 55 90 200 140 1095 1227 1495 2635....
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.... (a) Current Investments (b) Inventories (c) Trade receivables (d) Cash and bank balances (e) Short term loans and advances (f) Other current assets Total ] (g) Relevant details of all the contingent liabilities. (10) The turnover disclosed in the Profit and Loss Statement shall be bifurcated into: (a) turnover of products manufactured by the issuer; (b) turnover of products traded in by the issuer; and (c) turnover in respect of products not normally dealt in by the issuer but included in (b) above, shall be mentioned separately. (11) The offer document shall disclose details of `Other Income' in all cases where such income (net of related expenses) exceeds twenty per cent. of the net profit before tax, including: (d) the sources and other particulars of such income; and (e) an in....
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....tio shall be calculated after excluding extra ordinary items. (c) Return on net worth: This ratio shall be calculated after excluding revaluation reserves and extra-ordinary items. (d) Net Asset Value per share. This ratio shall be calculated excluding revaluation reserves. (e) 'Accounting and other Ratios' shall be based on the Financial Statements prepared on the basis of Indian Accounting Standards. (f) In the event of capital structure undergoing a change on account of capitalisation of reserves, its impact on the key ratios should be distinctly brought out. The impact of outstanding financial instruments, if any, on the ratios, should also be disclosed. (14) Capitalisation Statement: (a) A Capitalisation Statement showing total debt, net worth, and the debt/ equity ratios before and after the issue is made shall be incorporated. (b) In case of any change in the share capital since the date as of which the financial information has been disclosed in the offer document, a note explaining the nature of the change shall be given. (c) An illustrative format of the Capitalisation Statement is specified hereunder: Particulars Pre-issue as at 30-6-20X1 ....
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....ble. (b) Some of these are of a relatively permanent nature (for example, arising out of export profits) while others may be limited in point of time (for example, tax holidays for new undertakings). (c) Tax provisions are also affected by timing differences which can be reversed in the future (for example, the difference between book depreciation and tax depreciation). (d) In respect of provision for taxation, adjustment shall be made for deferred tax assets and deferred tax liabilities in accordance with the requirements of Accounting Standard (AS 22) "Accounting for Taxes on Income" issued by the Institute of Chartered Accountants of India and a reconciliation of taxable income and book profits shall be disclosed in accordance with the illustrative format given hereunder: Year ended March 31, .... 20X1 20X2 20X3 20X4 20X5 (Rupees in lakhs) Tax at Notional Rate 28 70 89 546 675 Adjustments: Export Profits (4) (5) (20) (100) (120) Difference between Tax Depreciation and Book Depreciation (....
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.... respect of financials contained in the schemes of arrangement and the reasons for following the treatment if it is different from those, which has been prescribed in applicable Accounting Standards. (b) In case of deviations, disclosure of the accounting treatment had the applicable standard been followed. (c) Impact on the financials, if any, arising due to such deviation.] ^25[(23) Proforma Financial Statements (1) In addition to other requirements laid down in these regulations and subject to the stipulation in sub-para (3) of this para, the issuer shall disclose Proforma Financial Statements in the offer document, if- (a) an acquisition or divestment is made by the issuer after the end of the latest disclosed annual financial results in the offer document, due to which certain companies become/cease to be direct or indirect subsidiaries of the issuer, and (b) the financial statements of such acquired or divested entity is material to the financial statements of the issuer company. Explanation: The financial statements of the acquired or divested entity shall be "material" to the financial statements of the issuer if: (i ) the total book value of the assets....
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....een completed. (2) 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. (3) For the purpose of sub-clauses (1) and (2) above, 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 VI of the Companies Act, 1956 have been provided. If an issuer is governed by a statute other than the Companies Act, 1956, the main heads of assets and liabilities as specified in such statute shall be provided in the statement of assets and liabilities. (b) In the statement of profit or loss, the information required to be disclosed under the heads of income and expenditure as per clause 41 of the equity listing agreement in respect of quarterly financial information to be filed with the recognised stock exchanges, has been provided. (ii) In addition, the following information for the period between the last date of the balance sheet and pro....
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...., share capital was increased from Rs. 3000 lacs to Rs. 4000 lacs by the issue of bonus shares in the ratio of 1 share for every 3 shares. (vi) One standard financial unit shall be used in the offer document.] (C) Financial Information of Group Companies: (1) 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 following information for the last three years, based on the audited statements, in respect of all the group companies for past three years shall be given, wherever applicable, along with significant notes of auditors. (a) Date of Incorporation; (b) Nature of activities; (c) Equity Capital; (d) Reserves (excluding revaluation reserve); (e) Sales; (f) Profit after tax; (g) Earnings per share and Diluted Earnings Per Share; (h) Net Asset Value; (i) The highest and lowest market price of shares during the preceding six months with suitable disclosures for changes in capital structure during the period and the market value on the date of registering the offer document with the Registrar of Companies. (j) If any of the companies has made public or ri....
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....as 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 of the companies or firms during the three years preceding the date of filing the draft offer document , the reasons therefor and the circumstances leading to the disassociation shall be furnished together with the terms of such disassociation. (4) Common Pursuits: (a) In case there are common pursuits among the group- companies/ subsidiaries/associates companies and the issuer, the reasons and justification for the same shall be spelt out and the conflict of interest situations shall be stated. (b) The related business transactions within the group and their significance on the financial performance of the issuer. (5) Sales or purchase between group companies/subsidiaries/ associate companies when such sales or purchases exceed in value in the aggregate ten per cent. of the total sales or purchases of the issuer and also disclose material items of income or expenditure arising out of such transactions (6) If any of the other group companies/subsidiaries/associate companies has business interests in the ....
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....ysis 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; (d) future changes in relationship between costs and revenues, in case of events such as future increase in labour or material costs or prices that will cause a material change are known; (e) the extent to which material increases in net sales or revenue are due to increased sales volume, introduction of new products or services or increased sales prices; (f) total turnover of each major industry segment in which the issuer operated; (g) status of any publicly announced new products or business segment; (h) the extent to which business is seasonal; (i....
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.... (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 body corporate if the promoter is a body corporate, from accessing the capital market for any reasons by the Board or any other authorities. (C) A confirmation whether any of the directors of the issuer are associated with the securities market in any manner, if yes, whether the Board has initiated any action against the said entities and the related details. (D) Eligibility of the issuer to enter the capital market. Details of compliance with eligibility requirements to make a fast track issue, if applicable. (E) It may be disclosed whether the issuer, promoters, group companies, the relatives (as per Companies Act, 1956) of promoters, group companies are identified as wilful defaulters ^30[***]. (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....
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....ns 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 of Companies: (1) Under this head, the office of the Board where the offer document has been filed shall be mentioned. (2) 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 registered. (M) Listing: Names of the designated stock exchange and other recognised stock exchanges to which application has been made for listing of the specified securities offered in the present issue. (N) Consent of the Directors, auditors, solicitors or advocates, merchant bankers to the issue, registrar to the issue, bankers to the issuer, lenders and experts. (O) Expert opinion obtained, if any. (P) Expenses of the issue along with a break up for each item of expense and shall include details of fees payable to .(in terms of amount, as a percentage of ....
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.... 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 " shall be given, indicating whether all the objects mentioned in the offer document of the last one issue of each of such companies during the period of ten years immediately preceding the date of filing draft offer document with the Board were met. (b) If not, non-achievement of objects shall be brought out distinctly. Shortfall and delays shall be quantified. (V) Outstanding debentures or bonds and redeemable preference shares and other instruments issued by the issuer outstanding as on the date of offer document and terms of issue. (W) Stock market data for equity shares of the issuer, if listed: The particulars of: (1) high, low and average market prices of the share of the issuer during the preceding three years; (2) monthly high and low prices for the six months preceding the date ....
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....s 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 dividend for the entire year shall be payable to the transferees. Further, disclose name of the entity bearing the cost of making offer for sale along with reasons. (3) Mode of payment of dividend. (4) Face value and issue price/ floor price/ price band. (5) Rights of the instrument holders. (6) Market lot. (7) Nomination facility to investor. (8) The period of operation of subscription list of public issue. (9) Minimum subscription: (a) For Non-underwritten Public Issues: The following statement shall appear: "If the issuer does not receive the minimum subscription of ninety per cent. of the offer through offer document on the date of closure of the issue, or if the subscription level falls below ninety per cent. after the clo....
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....ion 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 with Warrants, Secured Premium Notes etc. (13) Option to Receive Securities in Dematerialised Form: (a) A statement in the offer document and in the application form to the effect that the investors have an option to either receive securities in the form of physical certificates or hold them in a dematerialised form. (B) Issue Procedure: The following disclosures shall be made: (1) Fixed price issue or book building procedure as may be applicable, including details regarding bid form / application form, who can bid/apply, maximum and minimum bid/application size, bidding process, bidding, bids at different price levels, etc. (2) Option to subscribe in the issue: (a) The details of option, if any,....
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....nt 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) Disclosures regarding details of Application Supported by Blocked Amount process including specific instructions for submitting Application Supported by Blocked Amount shall be made in the offer document. (ii) Disclosure that the application form shall bear the stamp of the syndicate member / SCSBs ^34[/ RTAs / DPs / stock brokers] and if not, the same shall be rejected. (4) Escrow mechanism: (a) Escrow account of the issuer. (b) Escrow account of the syndicate member. (5) Terms of payment and payment into the escrow collection account. (6) Electronic registration of bids. (7) Build up of the book and revision of bids. In this regard, it may be speci....
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.... (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 issue of certificates. (26) Method of proportionate allotment. (27) Letters of Allotment or refund orders or instructions to Self Certified Syndicate Banks in Application Supported by Blocked Amount process. Ensure that "at par" facility is provided for encashment of refund orders for Applications other than Application Supported by Blocked Amount process. (28) Mode of making refunds: (a) The mode in which the issuer shall refund the application money to applicants in case of oversubscription shall be disclosed in the offer document. (b) If the issuer proposes to use more than one....
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.... 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 and commencement of trading at all stock exchanges where the securities are to be listed are taken within seven working days of finalisation of basis of allotment; (iii) that the issuer shall apply in advance for the listing of equities on the conversion of debentures/ bonds; (iv) that 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; (v) that where refunds are made through electronic transfer of funds, a suitable communication shall be sent to th....
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....he 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 shall be transferred to separate bank account other than the bank account referred to in sub-section (3) of section 73 of the Companies Act, 1956; (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 t....
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....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 (8) of sub-item (E) of item (VIII); (4) Sub-para (b) of para (1) of sub-item (F) of item (VIII); (5) Sub-para (c) of para (2) of sub-item (F) of item (VIII); (6) Para (1) of sub-item (C) of item (IX), in respect of entities not covered under section 370 (1)(B) of the Companies Act, 1956; PART C CERTAIN DISCLOSURES NOT MANDATORY IN CASE OF FURTHER PUBLIC OFFER (1) An issuer making a further public offer of specified securities may not make the disclosure....
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....er 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 line spacing. (VI) Information required to be given in Tabular Format shall not appear in running text format. (VII) The order in which items appear in the abridged prospectus shall be as specified by the Board. (VIII) 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."] &nb....
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....ctions 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 order in which the disclosures are specified in this clause: (I) Cover Pages: The cover page paper shall be of adequate thickness (preferably minimum hundred gcm. quality). (A) Front Cover Pages: (1) The front outside and inside cover pages of the letter of offer shall be white and no patterns or pictures shall be printed on these pages. (2) The fr....
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....nd 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). (B) The risk factors shall be in relation to the following: (1) the issue and objects of the issue; (2) the issuer and its ongoing business activities; (3) the material litigations which impact the business of the issuer. (C) The risk factors shall be determined on the basis of their mater....
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.... 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, in case of a rights issue of convertible debt instruments: (a) The details of all the credit ratings including unaccepted rating obtained for the issue of convertible debt instruments. (b) All credit ratings obtained during the three previou....
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....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 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....
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....hich 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. (c) collaboration, performance guarantee if any, or assistance in marketing by the collaborators. (d) infrastructure facilities for raw ma....
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....ed 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 designated stock exchange, as certified by a Chartered Accountant, along with the name of t....
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....nsion: • 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 shareholder....
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.... (d) Estimated net profit / loss (3) Material changes and commitments, if any affecting financial position of the issuer. (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 ....
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....(2) For the outstanding litigations which may have any impact on the future revenues, the disclosure is required: (a) Where the aggregate amount involved in such individual litigation is likely to exceed one per cent. of the total 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 t....
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....behalf and towards this purpose, the lead merchant banker ....... has furnished to the Securities and Exchange Board of India (SEBI) a due diligence certificate dated .......which reads as follows: (due diligence certificate submitted to the Board to be reproduced 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 ....
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....tions by non-resident Indians: The following disclosures shall be made: (a) the name and address of at least one place in India from where individual non-resident Indian applicants can obtain the application forms. (b) 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." (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 shar....
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....applicants specified by the Board: crediting of refunds to the applicants in any other electronic manner permissible under the banking laws for the time being in force which is permitted by the Board from time to time. (XVII) Undertakings by the issuer in connection with the issue: The issuer shall undertake that: (A) the complaints received in respect 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 ....
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....scription clause: The following statement shall appear in the letter of offer: (A) "If the issuer does not receive the minimum subscription of ninety per cent. of the issue (including devolvement of underwriters where applicable), the entire subscription shall be refunded to the applicants within fifteen days from the date of closure of the issue." (B) "If there is delay in the refund of subscription 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....
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....m (B) of item II ; (b) Sub-item (D) of item III; (c) Item V; (d) Item VI; (e) Item VII ; (f) Item X; (g) Item XI; (h) Item XIV; (i) Item XV; (j) Item XVI.] (2) The order in which items shall appear in the abridged letter of offer shall correspond, wherever applicable, to the order in which items appear in the letter of offer. (3) The abridged letter of offer shall also include the following disclosures: (a) Provisions pertaining 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 disclosure....
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....egories other than qualified institutional buyers shall be uniform across the book runner(s) or syndicate members for each such category, indicating the percentage to be paid as margin by the investor at the time of bidding." 9 Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2010, w.e.f. 13.04.2010. 10 Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2010, w.e.f. 13.04.2010. 11 Inserted by SEBI (Issue of Capital and Disclosure Requirements) (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. ....
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.... 55 200 220 Total 674 644 912 3080 8320 (3) Liabilities and Provisions: Secured Loans 376 607 616 620 460 Unsecured Loans 3 3 - - 4000 Current Liabilities and Provisions 250 180 330 460 1100 Total (629) (790) (946) (1080) (5560) (4) Net worth 330 402 607 2589 3715 (5) Represented by Share Capital 300 300 400 1600 2000 Reserves 130 197 296 1072 1790 Less : Revaluation Reserve (100) (95) (89) (83) (75) Reserves (Net of revaluation reserves) 30 102 207 989 1715 Net worth 330 402 607 2589 3715 22 Substituted for "(c) or (d)" by SEBI (Issue of Capital and Disclosure 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. ....
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....ed by the SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2015, w.e.f. 14.08.2015. Prior to its substitution, sub-clause (3) read as under : "(3) Outstanding litigations involving the promoter and group companies: (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, all pending litigations in which the promoters are involved, defaults to the financial institutions or banks, non-payment of statutory dues and dues towards instrument holders such as debt instrument holders, fixed deposits and arrears on cumulative preference shares, by the promoters and group companies, together with the amounts involved and the present status of such litigations or defaults and the details of proceedings initiated for economic offences or civil offences (including the past cases, if found guilty), any 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 ....
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....0, w.e.f. 13.04.2010. 38 Substituted for "foreign institutional investors" by the SEBI (Foreign Portfolio Investors) Regulations, 2014, w.e.f. 7-1-2014. 39 Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2014, w.e.f. 4-2-2014. 40 The bracket and letter "(e)" omitted by SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2010, w.e.f. 13.04.2010. 41 Item (f) renumbered as item (e), by SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2010, w.e.f. 13.04.2010. 42 Substituted by SEBI (Issue of Capital and Disclosure Requirements) (Seventh Amendment) Regulations, 2015, w.e.f. 01.12.2015. Prior to its substitution, Part D of Schedule VIII as amended by SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2011, w.e.f. 01.11.2011, SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2014, 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....
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....page numbers where rationale or description furnished by the credit rating agency(ies) for each of the grades obtained is contained in this abridged prospectus. (H) Wherever applicable, the rating for the proposed issue of the convertible debt instruments or preference shares, if any, obtained from the credit rating agencies, shall also be indicated. (I) The dates of opening, earliest closing and closing of the issue. (J) Attention of investor should be invited to the following: "Investors are advised to refer to− • Exchange Website and Issue advertisement two days prior to Bid Opening Date for information regarding Price band, price discount (if any), Minimum Bid Lot, P/E Ratio, and Revised Price Band (if any, and revised closing date thereof); • Page .... for Index/ Table of Contents; • Price Band /Issue Price (which has been determined and justified by Merchant Banker) stated under the paragraph on "Basis of Issue Price". Information about Qualitative Factors & Quantitative Factors for determining Basis of Issue Price is available on Page .... of this Abridged Prospectus'; • Page .... of this abridged Prospect....
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....ng their name, educational qualifications, experience in the business or employment and in the line of business proposed in the offer document, positions/posts held in the past, their business and financial performance to be provided. (2) Where the promoters are companies, history of the companies and the promoters of the companies shall be furnished. (C) Board of Directors: (1) Name, Designation, Date of Appointment and date of expiration of the current term , Qualification, Occupation, Age and a Brief Profile of each Director. (2) Attention of investor should be invited to refer to RHP for further details. (3) Change, if any, in the directors during the last three years in tabular format. Particulars of name, date of appointment, date of cessation and reasons, thereof. (4) A disclosure to the effect that the issuer has complied with the requirements of Corporate Governance contained in the Equity Listing Agreement, particularly those relating to composition of board of directors, constitution of committees such as Audit Committee, Shareholder / Investor Grievance Committee, etc. (D) Shareholding Pattern: (1) The aggregate shareholding of each of the catego....
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....ails of Material Related Party Transactions. (H) Details and reasons for non-deployment or delay in deployment of proceeds or changes in utilization of issue proceeds of past public issues/rights issues, if any, of the Company in the preceding 10 years. (V) Our Business: (A) Summary of Our Business as appearing in offer document. Attention of investor should be invited to refer to RHP for details with regards to business. (B) Industry Overview- Attention of investor should be invited to refer to RHP. (C) Regulations and Policies-Attention of investor should be invited to refer to RHP. (D) Details of all pending Government and other Approvals to be indicated. Attention of investor should be invited to refer to RHP for further details. (VI) Our Financial Information: (A) Summary Statement of Assets and Liabilities, as restated, appearing in offer document in tabular form. Additionally the following line items shall be included in the table- for initial public offerings, details of bonus issues; and, for further public offerings, details of dividends and bonus issues. (B) Summary Statement of Profit and Loss Account as restated appearing in offer document in....
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....usted for changes in capital). (2) Average return on net worth (and the weight assigned) on consolidated basis (where applicable) in tabular form for the last three years. (3) Net Asset Value on per share on consolidated basis (where applicable) in tabular form for the last three years. (C) Comparison of following parameters of the issuer with the industry average and with that of the peer group (i.e., companies of comparable size in the same industry) in tabular form: (1) Name of company. (2) Revenue. (3) Earnings per share. (4) Face Value of Shares. (5) Average Return on net worth. (6) P/E Ratio. (7) Related to Period. (8) Consolidated/Standalone. (D) Attention of investor should be invited to refer to/download Issue Advertisement/ Stock Exchange Website/Website of the company and lead merchant bankers or contact the Syndicate Member/Bankers to the Issue for Issue Price related Quantitative Factors. (E) For further public offerings, stock market data (Price Data), adjusted for all corporate actions, to be given for the stock exchange which recorded the maximum aggregate turnover in terms of the number of shares traded in the last six months.....