TaxTMI 
TaxTMI 
Amendments to the SEBI (Disclosure and Investor Protection) {DIP} Guidelines, 2000
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....dress the aforesaid issue, SEBI has decided to amend Section I of Chapter VI of the guidelines. Clauses of Section I have been rearranged in the same order in which disclosures should appear in the prospectus. All the disclosure requirements specified under Schedule II of the Companies Act, 1956 have been retained either under the same heading or under new headings. Few requirements / sections have been added to make the prospectus more effective like summary, table of contents, industry review, etc. Repetitive disclosures are to be avoided by giving cross references to the extent possible. An annexure indicating order of presentation of disclosures in the prospectus has been inserted in the guidelines for easy understanding. The standard order of presentation is not intended to reduce the flexibility to the issuer to include other disclosures not mentioned in the guidelines. Issuers are free to make additional disclosures, so long as they are not inconsistent with the guidelines. Further, the said disclosures should be, to the extent possible, within the broad headings as specified in Section I of Chapter VI of the guidelines. 1.2....
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....restrictions on appointment of co-managers, advisors, etc. Clause 5.4.2.1 of the guidelines restricts the number of co-managers and advisors which can be appointed in an issue. The same has been removed vide this circular. Disclosure(s) pertaining to issue expenses have been enhanced. 2.0 2.1 2.2 3.0 4.0 Applicability The amendments stated in (1.1) and (1.2) above are applicable to all those issues where draft offer documents are filed on or after 30 days from the date of this circular i.e with effect from February 25, 2005. The amendments stated at (1.3) and (1.4) are applicable to all those issues where observations are issued by SEBI on or after the date of this circular. You are directed to ensure compliance with the provisions of SEBI (DIP) Guidelines, 2000 and the amendments thereof. This circular, along with the annexure, is available on SEBI website at www.sebi.gov.in. Full text of the guidelines, including the amendments issued vide this circular, is also available on SEBI website under Primary Market Section. Yours faithfully, Neelam Bhardwaj Encl.: a/a ANNEXURE-I AMENDMENTS TO THE SEBI (DISC....
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....ze, as may be applicable. (iv) The following clause on ‘Risks in relation to the first issue' (wherever applicable) shall be incorporated in a box format in case of a initial public issue: "This being the first issue of the company, there has been no formal market for the securities of the company. The face value of the 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 company as stated under Justification of Premium paragraph - in case of premium issue) should not be taken to be indicative of the market price of the equity shares after the shares are listed. No assurance can be given regarding an active or sustained trading in the shares of the company nor regarding the price at which the equity shares will be traded after listing." (v) The following clause on general risk shall be incorporated: "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 ri....
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....efinitions and Abbreviations 6.6 6.6.1 Conventional/ General Terms. 6.6.2 Offering-related Terms. 6.6.3 6.6.4 Company/Industry-related Terms. Abbreviations. 6.7 Risk Factors 6.7.1 6.7.2 6.7.3 6.7.4 6.7.4.1 6.7.4.2 6.7.4.3 6.7.5 6.7.5.1 6.7.5.2 6.7.6 6.8 The Risk factors, other than those specified in clauses 6.4.2.2 (a) (iv), (v) and (vi), shall be printed in clear readable font (preferably of minimum point 10 size). The Risk factors shall be classified as those which are specific to the project and internal to the issuer company and those which are external and beyond the control of the issuer company. The Risk factors shall be determined on the basis of their materiality. Materiality shall be decided taking the following factors into account: Some events may not be material individually but may be found material collectively. Some events may have material impact qualitatively instead of quantitatively. Some events may not be material at present but may be having material impacts in future. The Risk factors shall appear in the prospectus in the following manner: Ris....
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....d. 6.8.2.10 The names, addresses, telephone numbers, fax numbers, website addresses and e-mail addresses of the trustees under debenture trust deed (in case of debenture issue). 6.8.2.11 Name of the monitoring agency, if applicable, to be disclosed. 6.8.2.12 Where the project is being appraised, the name, address, telephone number and e-mail address of the appraising entity. 6.8.2.13 6.8.2.14 (a) (b) Book building process in brief. Details of Underwriting, if any: The names, addresses, telephone numbers, fax numbers and e-mail addresses of the underwriters and the amount underwritten by them. Declaration by the Board of Directors of the issuer company that the underwriters have sufficient resources to discharge their respective obligations. 6.8.3 6.8.3.1 (a) (b) (c) (i) Capital Structure The capital structure shall be presented in the following manner: Authorised, issued, subscribed and paid up capital (Number of instruments, description and aggregate nominal value). Size of the present issue, giving separately promoters' contribution, firm allotment/ reservation for specified categories and n....
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....for the purpose of rounding off to the nearer multiple of minimum allotment lot. A disclosure to the effect that the securities offered through this public/ rights issue shall be made fully paid up or may be forfeited within 12 (i) (j) (i) months from the date of allotment of securities in the manner specified in clause 8.6.2 of these Guidelines. A note stating that: Unsubscribed portion in any reserved category may be added to any other reserved category. (ii) The unsubscribed portion, if any, after such inter se adjustments amongst the reserved categories shall be added back to the net offer to the public. (iii) In case of under-subscription in the net offer to the public portion spillover to the extent of under subscription shall be permitted from the reserved category to the net public offer portion. (i) Following details regarding major shareholders: Names of the ten largest shareholders as on the date of filing of the prospectus with the Registrar of Companies. (ii) Number of shares held by shareholders at (i) above including number of shares which they would be entitled to upon exercise of warrant, option, ....
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....xplanation II: 'Promoter Group' shall include: (a) the promoter; (b) an immediate relative of the promoter (i.e., any spouse of that person, or any parent, brother, sister or child of the person or of the spouse); and (c) in case promoter is a company: (i) a subsidiary or holding company of that company; (ii) any company in which the promoter holds 10% or more of the equity capital or which holds 10% or more of the equity capital of the promoter; (iii) any company in which a group of individuals or companies or combinations thereof who holds 20% or more of the equity capital in that company also holds 20% or more of the equity capital of the issuer company; and (d) in case the promoter is an individual: (i) (ii) any company in which 10% or more of the share capital is held by the promoter or an immediate relative of the promoter or a firm or HUF in which the promoter or any one or more of his immediate relative is a member; any company in which a company specified in (i) above, holds 10% or more, of the share capital; (iii) any HUF or firm in which the aggregate share of the promoter and his immediate ....
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....f any, in the project cost and the means of finance after the date of issue of the appraisal report shall be explained and disclosed. The weaknesses and threats, if any, given in the appraisal report, shall be disclosed in the prospectus by way of risk factors. Schedule of Implementation Schedule of implementation of the project and progress made so far, giving details of land acquisition, civil works, installation of plant and machinery, trial production, date of commercial production, etc. Funds Deployed Actual expenditure incurred on the project (in cases of companies raising capital for a project) upto a date not earlier than two months from the date of filing the prospectus with the Registrar of Companies, as certified by a Chartered Accountant. Sources of Financing of Funds Already Deployed (a) 6.8.4.8 (a) 6.8.4.9 (a) Means and source of financing, including details of "bridge loan" or other financial arrangement, which may be repaid from the proceeds of the issue. Details of Balance Fund Deployment Year wise break up of the expenditure proposed to be incurred on the said project. Interim Use of Funds ....
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.... 6.9.1 Industry Overview 6.9.2 Business Overview 6.9.2.1 Details of the business of the issuer company (a) Location of the project (b) (i) (ii) Plant, machinery, technology, process, etc.: Details in a tabular form to be given shall include the machines required to be bought by the issuer company, cost of the machines, name of the suppliers, the date of placement of order and the date/ expected date of supply. In case of machines yet to be delivered, the date of quotations relied upon for the cost estimates given, shall also be mentioned. (iii) Percentage and value terms the plant and machinery for which orders are yet to be placed shall be stated and also be given by way of a risk factor. (c) (d) (e) (iv) Details of second hand machinery bought/ proposed to be bought, if any, including the age of the machines, balance estimated life, etc. shall also be given. Collaborations, any performance guarantee or assistance in marketing by the collaborators: (i) Following information regarding persons/ entities with whom technical and financial agreements have been entered into to be given: (i) a.....
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.... payable in cash, shares or debentures to the vendor and, where there is more than one separate vendor, or the company is a sub purchaser, the amount so paid or payable to each vendor, specifying separately the amount, if any, paid or payable for goodwill; (iii) the nature of the title or interest in such property acquired or to be acquired by the issuer company; (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 company or any person who is, or was at the time of the transaction, a promoter, or a director or proposed director of the company 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. The property to which sub-clause (a) applies is a property purchased or acquired by the issuer company 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 subscr....
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...., and general nature of every contract appointing or fixing the remuneration of a Director, Whole-time Director, Managing Director or Manager whenever entered into, that is to say, whether within or more than, two years before the date of the prospectus. All such contracts shall be included in the list of material contracts required under clause 6.15.1. Compliance with Corporate Governance requirements. Shareholding of Directors, including details of qualification shares held by them, whereever applicable. Interest of directors Full particulars of the nature and extent of the interest, if any, of every Director: in the promotion of the issuer company; or (ii) in any property acquired by the issuer company within two years of the date of the prospectus or proposed to be acquired by it. Where the interest of such a director consists in being a member of a firm or company, the nature and extent of the interest of the firm or company, with a statement of all sums paid or agreed to be paid to him or to the firm or company in cash or shares or otherwise by any person either to induce him to become, or to qualify him as, a director,....
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....ccount Number, Bank Account Number and Passport Number of the promoters have been submitted to the Stock Exchanges on which securities are proposed to be listed, at the time of filing the draft prospectus with them. Where the promoters are companies: History of the companies and the promoters of the companies shall be furnished. Details in change of management of the companies, if any, including details of the persons who are holding the controlling interest together with the applicability and compliance of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997. A declaration, confirming that the Permanent Account Numbers, Bank Account Numbers, the Company Registration Numbers and the addresses of the Registrars of Companies where the companies are registered have been submitted to the Stock Exchanges on which securities are proposed to be listed, at the time of filing the draft prospectus with them. Common pursuits Full particulars of the nature and extent of the interest, if any, of every promoter: in the promotion of the issuer company; or in any property acquire....
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.... 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). 6.10.2.2 If the issuer company has no subsidiaries, the report shall: (a) (b) 6.10.2.3 (a) (b) (i) so far as regards profits and losses, deal with the profits or losses of the issuer company (distinguishing items of a non- recurring nature) for each of the five financial years immediately preceding the issue of the prospectus; and so far as regards assets and liabilities, deal with the assets and liabilities of the issuer company at the last date to which the accounts of the issuer company were made up. If the issuer company has subsidiaries, the report shall: so far as regards profits and losses, deal separately with the issuer company's profits or losses as provided by 6.10.2.2 and in addition, deal either: as a whole with the combined profits or losses of its subsidiaries, so far as they concern the members of the issuer company; or (ii) individually with the profits or losses of each ....
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....i) (ii) (i) a report made by accountants (who shall be named in the prospectus) upon: the profits or losses of the other body corporate for each of the five financial years immediately preceding the issue of the prospectus; and the assets and liabilities of the other body corporate at the last date to which its accounts were made up. The said report shall: 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 company 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 company had at all material times held the shares to be acquired; and (ii) where the other body corporate has subsidiaries, deal with the profits or losses and the assets and liabilities of the body corporate and its subsidiaries in the manner provided by sub-clause (a) (ii) above in relation to the issuer company and its subsidiaries. 6.10.2.6 Principal terms of loan and assets charged as security. 6.10.2.7 (a) (b) (i) Other provisions rel....
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....us shall disclose details of `Other Income' in all cases where such income (net of related expenses) exceeds 20% of the net profit before tax, including: the sources and other particulars of such income; and an indication as to whether such income is recurring or non-recurring, or has arisen out of business activities/ other than the normal business activities. Changes (with quantification, wherever possible) in the activities of the issuer company which may have had a material effect on the statement of profit/ loss for the five years, Including discontinuance of lines of business, loss of agencies or markets and similar factors. Accounting and other ratios: The following accounting ratios shall be given for each of the accounting periods for which financial information is given. a. Earnings per Share: This ratio shall be calculated after excluding extra ordinary items. b. Return on net worth: This ratio shall be calculated excluding revaluation reserves. C. Net Asset Value per share. This ratio shall be calculated excluding revaluation reserves. (ii) 'Accounting and other Ratios' shall be based on the Financial Statement....
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....) íí íí 370 (1)(B) of the Companies Act, 1956 shall be given, wherever applicable: Date of Incorporation. Nature of activities. Equity Capital. Reserves (excluding revaluation reserve). (d) (e) Sales. (f) Profit after tax (PAT). (g) Earnings per share (EPS). (h) (i) (j) (k) (i) Net Asset Value (NAV). 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 filing the prospectus with the Registrar of Companies. If any of the companies has made public or rights issue in the preceding three years, the issue price of the security, the current market price and particulars of changes in the capital structure, if any, since the date of issue and a statement regarding the cost and progress of implementation of the project in comparison with the cost and implementation schedule given in the prospectus. Information regarding adverse factors related to the company and in particular regarding: whether the company has become a sick company wit....
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....r company, or the value of its assets, or its ability to pay its liabilities within the next twelve months. Factors that may affect Results of the Operations. 6.10.5.4 Discussion on Results of Operations: A summary of past financial results after adjustments as given in the auditors report for the past three years containing significant items of income and expenditure shall be given. 6.10.5.5 Comparison of recent Financial Year with the Previous Financial Years (last three years) on the major heads of the Profit & Loss Statement: (a) (i) An analysis of reasons for the changes in significant items of income and expenditure shall also be given, inter alia, containing the following: unusual or infrequent events or transactions. (ii) significant economic changes that materially affected or are likely to affect income from continuing operations. (iii) known trends or uncertainties that have had or are expected to have a material adverse impact on sales, revenue or income from continuing operations. (iv) future changes in relationship between costs and revenues, in case of events such as future increase in labour or material ....
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....disciplinary action taken by the Board/ stock exchanges against the issuer company or its Directors. The name(s) of small scale undertaking(s) or any other creditors to whom the issuer company owes a sum exceeding Rs. 1 lakh which is outstanding more than 30 days; and 6.11.1.2 The information about outstanding litigations as per clause 6.11.1.1 (e) shall be furnished in respect of subsidiaries of the issuer company (if applicable). 6.11.1.3 Outstanding litigations involving the promoter and group companies: (a) All pending litigations in which the promoters are involved, defaults to the financial institutions/ banks, non-payment of statutory dues and dues towards instrument holders like debenture holders, fixed deposits, and arrears on cumulative preference shares by the promoters and the companies/ firms promoted by the promoters, shall be listed in the (b) (c) (d) (e) (f) 6.11.1.4 6.11.1.5 6.11.1.6 6.11.2 6.11.2.1 prospectus together with the amounts involved and the present status of such litigations/ defaults. The likely adverse effect of these litigations/ defaults, etc. on the financial performan....
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.... Disclaimer clause: A prospectus shall contain the following disclaimer clause in bold capital letters: "It is to be distinctly understood that submission of offer document to SEBI should not in any way be deemed or construed that the same has been cleared or approved by SEBI. SEBI does not take any responsibility either for the financial soundness of any scheme or the project for which the issue is proposed to be made or for the correctness of the statements made or opinions expressed in the offer document. Lead Merchant Banker, has certified that the disclosures made in the offer document are generally adequate and are in conformity with SEBI (Disclosures and Investor Protection) Guidelines in force for the time being. This requirement is to facilitate investors to take an informed decision for making investment in the proposed issue. It should also be clearly understood that while the Issuer Company is primarily responsible for the correctness, adequacy and disclosure of all relevant information in the offer document, the Lead Merchant Banker is expected to exercise Due Diligence to ensure that the Company discharges its r....
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....pectus 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 should be incorporated. Caution. 6.12.6 Disclaimer in respect of jurisdiction. 6.12.7 Disclaimer clause of the stock Exchanges. 6.12.8 Disclaimer clause of the Reserve Bank of India (if applicable). Filing of prospectus with the Board and the Registrar of Companies: 6.12.9 6.12.9.1 Under this head, the office of the Board where the prospectus has been filed shall be mentioned. 6.12.9.2 Address of the Registrar of Companies, where copy of the prospectus, having attached thereto the material contracts and documents referred to elsewhere in the prospectus, has been filed, shall also be mentioned. 6.12.10 Listing: 6.12.10.1 Names of the designated stock exchange and other exchanges where application has been made for listing of the present issue shall be mentioned. 6.12.11 Consent of the Directors, auditors, solicitors/advocates, Managers to the Issue, Registrar to the Issue, Bankers to the Company, Bankers to the Issue ....
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....mentioned in the respective offer documents relating to the earlier issues by the issuer company were met and whether all projections made in the said offer documents were achieved. If not, non-achievement of objects/projections shall be brought out distinctly shortfall and delays shall be quantified. Listed Ventures of Promoters: A separate paragraph on issues of group/associate companies entitled "Promise Vs Performance - Last one Issue of group/associate companies" shall be given indicating whether all the objects mentioned in the respective offer documents relating to group/ associate companies were met and whether all projections made in the said offer documents were achieved. If not, non-achievement of objects/ projections shall be brought out distinctly. Shortfall and delays shall be quantified. Outstanding debentures or bonds and redeemable preference shares and other instruments issued by the issuer company outstanding as on the date of prospectus and terms of issue. Stock market data for equity shares of the issuer company, if listed: 6.12.22.1 Particulars of: (a) (b) (c) (d) high, low and average mar....
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....nt holders. 6.13.1.5 Market lot. 6.13.1.6 Nomination facility to investor. 6.13.1.7 Minimum subscription: (a) For Non-underwritten Public Issues: (b) (c) (d) (e) (i) (ii) Following statement shall appear: "If the company does not receive the minimum subscription of 90% of the issued amount on the date of closure of the issue, or if the subscription level falls below 90% after the closure of issue on account of cheques having being returned unpaid or withdrawal of applications, the company shall forthwith refund the entire subscription amount received. If there is a delay beyond 8 days after the company becomes liable to pay the amount, the company shall pay interest as per Section 73 of the Companies Act, 1956." For Underwritten Public Issues: Following statement shall appear: "If the company does not receive the minimum subscription of 90% of the net offer to public including devolvement of Underwriters within 60 days from the date of closure of the issue, the company shall forthwith refund the entire subscription amount received. If there is a delay beyond 8 days after the company becomes liable to p....
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....tion form, who can bid/apply, maximum and minimum bid/application size, bidding process, bidding, bids at different price levels, etc. 6.13.2.2 Option to subscribe in the issue: (a) (b) 6.13.2.3 (a) The details of option to subscribe for securities to be dealt with in a depository. The Lead Merchant Banker shall incorporate a statement in the prospectus 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. How to apply - availability of forms, prospectus and mode of payment: Applications by mutual funds: (b) (i) The Lead Merchant Bankers shall clearly incorporate necessary disclosures under the heads "Procedure for applications by mutual funds" and "Multiple Applications" to indicate that a separate application can be made in respect of each scheme of an Indian mutual fund registered with the Board and that such applications shall not be treated as multiple applications. (ii) The applications made by the AMCS or custodians of a Mutual Fund shall clearly indicate the name ....
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....plications, shall be mentioned. 6.13.2.20 Interest on refund of excess bid amount. 6.13.2.21 Basis of allotment or allocation. 6.13.2.22 Procedure and time of schedule for allotment and issue of certificates. 6.13.2.23 Method of proportionate allotment. 6.13.2.24 Letters of allotment or refund orders. 6.13.2.25 Despatch of refund orders: The following clause shall be incorporated in the prospectus: "The company shall ensure despatch of refund orders of value over Rs. 1500/- and share/ debenture certificates by Registered Post only and adequate funds for the purpose shall be made available to the Registrars by the issuer company ". 6.13.2.26 Interest in Case of Delay in Despatch of Allotment Letters/ Refund Orders in Case of Public Issues: (a) (b) The caption "Interest in Case of Delay in Despatch of Allotment Letters/ Refund Orders in Case of Public Issues" shall appear and shall contain the following statement: Where it is a fixed price issue: "The company agrees that as far as possible allotment of securities offered to the public shall be made within 30 days of the closure of public issue. The company further agre....
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....e prospectus: that the issuer company shall forward the details of utilisation of the funds raised through the debentures duly certified by the statutory auditors of the issuer company, to the debenture trustees at the end of each half- year. (ii) that the issuer company shall disclose the complete name and address of the debenture trustee in the annual report. (iii) that the issuer company shall provide a compliance certificate to the debenture holders (on yearly basis) in respect of compliance with the terms and conditions of issue of debentures as contained in the prospectus, duly certified by the debenture trustee. (iv) that the issuer company shall furnish a confirmation certificate that the security created by the company in favour of the debenture holders is properly maintained and is adequate enough to meet the payment obligations towards the debenture 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. 6.13.2.28 Utilisation of Issue Proceeds:....
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....eclaration The draft prospectus and final prospectus shall be approved by the Board of Directors of the issuer company and shall be signed by all the Directors (including the Managing Director), Chief Executive Officer and Chief Financial Officer of the issuer company. They shall also certify that all the disclosures made in the prospectus are true and correct." 4. Section II of Chapter VI (Clauses 6.20 to 6.38) shall be substituted with the following, namely: 6.16 6.16.1 6.16.2 6.16.3 "SECTION II - CONTENTS OF ABRIDGED PROSPECTUS General Instructions: The information to be provided under each of the heads specified below shall be as per the requirement of Part I of Chapter VI except when specified otherwise. The Abridged Prospectus shall be printed in a font size which shall not be visually smaller than TIMES NEW ROMAN Size 10. The order in which items appear in the Abridged Prospectus shall correspond, wherever applicable, to the order in which items appear in the Prospectus. 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....
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....s within a period of 30 days and interest in case of delay in dispatching refund/ allotment letters @ 15% per annum or at the rate as may be specified. 6.17.18 Risk Factors and proposals to address the same. 6.18 6.18.1 a. b. C. d. Capital Structure of the issuer company Following details to be furnished: Authorised, issued, subscribed and paid up capital (Number of instruments, description, aggregate nominal value). Size of present issue. Disclose separately promoters' contribution, firm allotment/reservation for specified categories and net offer to public. Number of instruments, description, aggregate nominal value and issue amount shall be given in this order. Name(s) of group companies to be given, in case, reservation has been made for shareholders of the group companies. Paid-up Capital a. after the issue e. 6.18.2 6.18.3 6.19 b. after conversion of securities (if applicable). Share Premium Account (before and after the issue). Complete Notes to the Capital Structure. A disclosure to the effect that the securities offered through this public/ rights issue shall be made fully paid ....
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....s who wish to make payment through Non-Resident Ordinary (NRO) accounts shall use the form meant for Resident Indians and shall not use the form meant for reserved category. As regards applications in case of reservations to NRIs, a disclosure is to be made incorporating the fact that payment for such allotments shall come through external source only and that payments through NRO account will not be permitted. i. The application form should contain necessary instructions/ provisions for the following: Instructions to applicants to mention the number of application form on the reverse of the instruments to avoid misuse of instruments submitted along with the applications for shares/ debentures in public issues. ii. Provision in the application form for inserting particulars relating to bank account number and the name of the bank with whom such account is held, to enable printing of the said details in the refund orders or for refunds through Electronic Clearing System. iii. Disclosure of PAN/GIR number in respect of applications for monetary value of the investment of Rs. 50,000 and above. iv. Details of options, if any, to rec....
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.... f. g. 6.22 a. b. C. monthly high and low prices for the six months preceding the date of filing of the prospectus number of shares traded on the days when high and low prices were recorded in the relevant stock exchange during period of (i) and (ii) above, and total volume traded on those dates the stock market data referred to above shall be shown separately for periods marked by a change in capital structure, with such period commencing from the date the concerned stock exchange recognises the change in the capital structure (e.g., when the shares have become ex- rights or ex-bonus) the market price immediately after the date on which the resolution of the Board of Directors approving the issue was approved the volume of securities traded in each month during the six months preceding the date on which the offer document is filed with ROC Along with high, low and average prices of shares of the company, details relating to volume of business transacted should also be stated for respective periods. Following particulars in regard to the listed companies under the same management which made any capital issue....
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.... d. Change, if any, in directors and auditors during the last three years and reasons thereof. Time and Place of Inspection of material contracts (List of material contracts not required) Financial Performance of the Company for the Last Five Years (Figures to be taken from the audited annual accounts in a tabular form) Balance Sheet Data: Equity Capital, Reserves (State Revaluation Reserve, the year of revaluation and its monetary effect on assets) and borrowings Profit and Loss data: Sales, Gross profit, Net profit, dividend paid, if any Any change in accounting policies during the last three years and their effect on the profits and the reserves of the company Following information as extracted from the report of the auditors reproduced in the main offer document in terms of clause 6.18 of the Guidelines: i) net profit before accounting for extra ordinary items ii) extra ordinary items iii) net profit after accounting for extra ordinary items Management Discussions and Analysis on Accounts Listed Ventures of Promoters 6.29.2 6.30 6.31 Previous Public or Rights Issues, if any, of last 5 years 6.32 6.33....
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....In clause 11.3.1, sub-clause (xi) (a) shall be omitted. CHAPTER XIII- GUIDELINES FOR PREFERENTIAL ISSUES 7. In clause 13.4.3, the words "three months" shall be substituted by “fifteen days". THE SCHEDULES 8. After Schedule VII, the following new schedule shall be inserted, namely: SR. NO. "SCHEDULE VIIA (See clause 6.1.1) ORDER OF PRESENTATION OF DISCLOSURES IN PROSPECTUS I. Cover Pages CONTENTS OF OFFER DOCUMENT 1. Front Cover Pages: (i) Issue Details: (a) Logo, name, previous name, if any, address, telephone number, fax number, contact person, website address and e-mail address of the issuer company. (b) Nature, number, price and amount of instruments offered and issue size, as may be applicable. (c) Risks in relation to first issue. (d) General risk regarding investments in equity. (e) Issuer's Absolute Responsibility clause. (f) Logo, names and addresses of all the Lead Merchant Bankers with their titles who file the prospectus with the Board, along with their telephone numbers, fax numbers, website addresses and e-mail addresses. (g) Logo, names of the Registrar to the Issue, along with its ....
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....praised, name, address, telephone number and e-mail address of the appraising entity. (xiii) Book Building Process in brief. (xiv) Details of Underwriting, if any. 3. Capital Structure: (i) (ii) Capital structure. Classes of shares, if applicable. (iii) Notes to capital structure. 4. Objects of the Offering: (i) Funds Requirement. (ii) Funding Plan (Means of Finance). (iii) Appraisal. Funds Deployed. (iv) Schedule of Implementation. (v) (vi) (vii) Details of Balance Fund Requirement. Sources of Financing of Funds already deployed. (viii) Interim Use of Funds. (ix) Basic Terms of Issue. (x) Basis for issue price. (xi) Tax Benefits. VI. About the Issuer Company 1. Industry overview. 2. Business overview. (i) (ii) (iii) Details of the business of the issuer company: (a) Location of the project. (b) Plant, machinery, technology, process, etc. (c) Collaborations, any performance guarantee or assistance in marketing by the collaborators. (d) Infrastructure facilities for raw materials and utilities like water, electricity, etc. (e) Products/services of the c....
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....n and Results of Operations as Reflected in the Financial Statements: (i) Overview of the business of the issuer company. (ii) (iii) (iv) (V) (vi) Significant developments subsequent to the last financial year. Factors that may affect Results of the Operations. Discussion on Results of Operations. Comparison of recent financial year with the previous financial years (last three years) on the major heads of the Profit & Los Statement. Liquidity and Capital Resources (to be disclosed on voluntary basis). (vii) Capital Expenditure (to be disclosed on voluntary basis). (viii) Foreign Exchange Risk (to be disclosed on voluntary basis). Interest rate Risk (to be disclosed on voluntary basis). Recent accounting pronouncements (to be disclosed on voluntary basis). (ix) (x) VIII. Legal & Other Information 1. Outstanding litigations and Material Developments (i) (ii) (iii) (iv) (i) Outstanding litigations involving the issuer company. Outstanding litigations against the issuer company's subsidiaries (if applicable). Outstanding litigations involving the promoter and group companies. Material devel....
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....) Market lot. (vi) Nomination facility to investor. (vii) Minimum subscription. (viii) Arrangements for Disposal of Odd Lots. (ix) Restrictions, if any, on transfer and transmission of shares/ debentures and on their consolidation/ splitting. 2. Issue procedure: (i) 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. (ii) (iii) 33 (iv) (V) (vi) (vii) Option to subscribe in the issue. How to apply - availability of forms, prospectus and mode of payment. Escrow mechanism: (a) Escrow A/c. of the company. (b) Escrow A/c. of the syndicate member. Terms of payment and payment into the Escrow Collection Account. Electronic registration of bids. Build up of the book and revision of bids. (viii) Price discovery and allocation. (ix) (x) (xi) (xii) Signing of underwriting agreement. Filing of prospectus with the Registrar of Companies. Announcement of pre-issue Advertisement. Issuance of Con....
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....rporated on ABC LTD. under the Companies Act as and subsequently renamed Registered Office: Corporate Office: Tel: on Tel: Fax Fax: e-mail: Website: THE ISSUE each at a price of Rs.. (Floor price (appropriate disclosure for Public issue of _ equity shares / debentures (if applicable) of Rs. or price band or as the case may be for Book built issue) for cash aggregating Rs._ Book Built issue) % of the Issue shall be allocated on % of the Issue shall be available for Disclosure as per Clause 3.7.1(ii) The Issue is being made through the 100% Book Building Process wherein at least. a discretionary basis to Qualified Institutional Buyers. Further, not less than allocation on a proportionate basis to Non-Institutional Bidders and the remaining allocation on a proportionate basis to Retail Bidders, subject to valid bids being received at or above the Issue Price. (The disclosure about details of allocation shall be given in case of Book built issues in these lines) PROMOTERS XXXX PROPOSED LISTING Names of Stock Exchanges % of the Issue shall be available for LEAD MANAGERS / BOOK RUNNING L....
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....address, telephone and fax numbers, email ID, website address and contact person COMPLIANCE OFFICER OF ISSUER COMPANY Name, address, telephone and fax numbers, email ID, website address CREDIT RATING (only if applicable) DEBENTURE TRUSTEES (only if applicable) AVAILABILITY OF APPLICATION FORMS Names of Issuer, Lead Managers, Book runners, Syndicate Members, Brokers and Bankers to the issue (as the case may be) (Addresses optional) AVAILABILITY OF PROSPECTUS Investors are advised to refer to the prospectus, and the risk factors contained therein, before applying in the issue. Full copy of the prospectus is available at www.sebi.gov.in and websites of issuer / lead manager/s / Stock Exchange/s at WWW...... ISSUE / BID OPENS TODAY Issued by Directors of Issuer PART C SAMPLE FORMAT FOR ISSUE CLOSING ADVERTISEMENT FOR PUBLIC ISSUES (FIXED PRICE / BOOKBUILT) This is only an advertisement for information purposes and not a prospectus announcement. (Incorporated on ABC LTD. under the Companies Act as and subsequently renamed Registered Office: Corporate Office: Tel: on Tel: Fax Fax: e-mail: Webs....
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....e 3.2.3 shall be renumbered as 3.2A.1. 14. In proviso to clause 4.10.1 (c), the word "that" shall be inserted after the words "Provided" and before the word "in case". 15. In clause 5.4.3.4, after sub clause (b), the words "The lead merchant banker shall ensure that†shall be deleted and the two paragraphs shall be numbered as (c) and (d). 16. Clause 5.10.8 shall be deleted. 17. In clause 6.40.1, the words and numbers “clause 6.2 of Section I" shall be substituted for “clause 6.4 of Section Iâ€. 18. Clauses 6.41.11 and 6.41.12 shall be renumbered as clauses 6.41.10.1 and 6.41.10.2 respectively. 19. In clause 6.46.8, the words and numbers "clause 6.13.1" shall be substituted by "clause 6.8.4.11â€. 20. In clause 7.5.1, references to stock invests shall be deleted viz., the words "received along with stock invest†and “who have applied through stock invest" 21. In the proviso to clause 7.6.1, the word "that" shall be inserted after the word "Provided" 22. In clause 7.7.1, the words "cancelled stock invests" shall be deleted. 23. In clause 7.7.5 references to stock invests shall be deleted, vi....