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Amendments to the SEBI (Disclosure and Investor Protection) {DIP} Guidelines, 2000
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....delines. 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 1.2.1 1.2.2 1.3 1.3.1 1.3.2 1.3.3 1.3.4 Requirements pertaining to abridged prospectus At present, Section II of....
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....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 (DISCLOSURE AND INVESTOR PROTECTION) GUIDELINES, 2000 PRE-ISSUE OBLIGATIONS CHAPTER V – PRE-ISSUE OBLIGATIONS 1. Clause 5.4.2.1 shall be deleted. 2. After clause 5.6.3, the following clause shall be inserted, namely: "5.6A Pre-issue advertisement 5.6A.....
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....ssue 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 risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in this offering. For taking an investment decision, investors must rely on their own examination of the issuer and the offer including the risks involved. The securities have not been recommended or approved by Securities and Exchange Board of India (SEBI) nor does....
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....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: Risks envisaged by Management. Proposals, if any, to address the risks. Any 'notes' required to be given prominence shall appear immediately after the Risk factors. Introduction 6.8.1 Summary 6.8.1.1 6.8.1.2 Summary of the industry and business of the issuer company. Offering details in brief. 6.8.1.3 Summary consolidated financial, operating and other data. 6.8.2 General Information 6.8.2.1 6.8.2.2 6.8.2.3 6.8.2.4 6.8.2.5 6.8.2.6 6.8.2.7 6.8.2.8 6.8.2.9 (a) The name, address of registered office and the registration number of the issuer ....
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....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 net offer to public (Number of instruments, description, aggregate nominal value and issue amount shall be given in that order; Name(s) of group companies to be given, in case reservation has been made for shareholders of the group companies; Applicable percentages may be given in case of book built issue). Paid-up Capital: After the issue. (d) (ii) After conversion of securities (if applicable). 6.8.3.2 (a) (b) (c) (d) (e) (f) (g) (h) Share Premium Account (before and after the issue). After the details of capital structure, the following notes shall be incorporated: Share capital issued, giving details such as date of issue, number of shares, face value, issue price, nature of allotment (rights, bonus, ....
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.... (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, rights to convert a debenture, loan or other instrument. (iii) Particulars as in (i) and (ii) above as on a date two years prior to the date of filing the prospectus with the Registrar of Companies. (iv) Particulars as in (i) and (ii) above as on a date ten days prior to the date of filing of the prospectus with the Registrar of Companies. (v) If the issuer company has made an initial public offering within the immediately preceding two years, the above information shall be given separately indicating the names of persons who acquired shares by subscriptions to the public issue and those who acquired the shares by allotment on a firm basis or by private placement. (k) (i) The details of: the aggregate shareholding of the promoter group and of the directors of the promoters, where the promoter is a company. (ii) the aggregate number of securities purch....
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.... 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 relatives is equal to or more than 10% of the total; and (e) all persons whose shareholding is aggregated for the purpose of disclosing in the prospectus under the heading "shareholding of the promoter group". Explanation III: The Financial Institution, Scheduled Banks, Foreign Institutional Investors (Flls) and Mutual Funds shall not be deemed to be a promoter or promoter group merely by virtue of the fact that 10% or more of the equity of the issuer company is held by such institution. Provided that the Financial Institutions, Scheduled Banks and Foreign Institutional Investors (FIIs) shall be treated as promoters or promoter group for the subsidiaries or companies promoted by them or for the mutual fund sponsored by them. 6.8.4 Objects of the Offering 6.8.4.1 6.8.4.2 (a) The object of raising funds through the issue, that is whether for fixed asset creation and/ or for working capital or any other purpose, shall be disclosed clearly in the prospectus. Funds Requirement The r....
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.... Interim Use of Funds Investment avenues in which the management proposes to deploy issue proceeds, pending its utilisation in the proposed project. 6.8.4.10 Basic Terms of Issue 6.8.4.11 Basis for Issue Price (a) (i) The basis for issue price/ floor price/ price band shall be disclosed and justified on the basis of the following information, which shall be also disclosed separately: Earnings Per Share, i.e., EPS pre-issue for the last three years (as adjusted for changes in capital). (ii) P/E pre-issue. (iii) Average Return on Net Worth in the last three years. (iv) Minimum Return on Increased Net Worth required to maintain pre-issue EPS. (v) Net Asset Value per share based on last balance sheet. (vi) Net Asset Value per share after issue and comparison thereof with the issue price. (vii) An illustrative format of disclosure in respect of basis for issue price is given in Schedule XV. (viii) Comparison of all the accounting ratios of the issuer company as mentioned above with the industry average and with the accounting ratios of the peer group (i.e., companies of comparable size in the same industry (indicate the source from which industry average and a....
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....eral information regarding such persons relevant to the issuer. Infrastructure facilities for raw materials and utilities like water, electricity, etc. Products/services of the issuer company: Nature of the product/s - consumer/ industrial and end users. (ii) 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. to be given. Source of data used shall be mentioned. (iii) Approach to marketing and proposed marketing set up. (iv) Export possibilities and export obligations, if any (in case of a issuer company providing any "service" particulars, as applicable, be furnished). Business strategy 6.9.2.2 (a) A brief statement about business strategy. (b) A brief statement about future prospects, including the following: (i) Capacity & Capacity Utilisation: a. A table shall be incorporated giving the existing installed capacities for each product, capacity utilisation for these products in the 6.9.2.3....
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....issuer company's business, the contract not being made in contemplation of the issue nor the issue in consequence of the contract; or as respects which the amount of the purchase money is not material. for the purpose of this clause, where a vendor is a firm, the members of the firm shall not be treated as separate vendors. if the issuer company proposes to acquire a business which has been carried on for less than three years, the length of time during which the business has been carried. Key Industry-Regulation (if applicable) 6.9.3 6.9.4 History and Corporate Structure of the issuer company 6.9.4.1 History and Major Events. 6.9.4.2 Main objects. 6.9.4.3 6.9.4.4 (a) (b) 6.9.4.5 (a) (b) Subsidiaries of the issuer company, if any and their businesses. Shareholders agreements Key terms of subsisting shareholders' agreements, if any (to be provided even if the issuer company is not a party to such an agreement, but is aware of such an agreement). All such agreements shall be included in the list of material contracts required under clause 6.15.1. Other agreements The dates, parties to, and general nature of every other material contract, not being a c....
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....uited as on the date of filing of the prospectus with the Board indicating name, date of joining, qualification, details of previous employment etc. The Lead Merchant Banker shall verify and ensure that the persons whose names appear in this paragraph are in the employment of the issuer company as permanent employees. The shareholding of the Key Managerial Personnel. (c) (d) Bonus or Profit Sharing Plan for the Key Managerial Personnel. (e) 6.9.5.9 6.9.5.10 Changes in the Key Managerial Personnel: Any change otherwise than by way of retirement in the normal course in the key senior managerial personnel particularly in charge of production, planning, finance and marketing within one year prior to the date of filing the prospectus with the Board shall be disclosed. Employees Disclosures regarding employees stock option scheme/ employees stock purchase scheme of the issuer company, if any, as required by the Guidelines or Regulations of the Board relating to Employee Stock Option Scheme and Employee Stock Purchase Scheme. 6.9.5.11 Payment or Benefit to Officers of the issuer company (non-salary related). (a) 6.9.6 Any amount or benefit paid or given within th....
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....company. Payment or benefit to promoters of the issuer company: Any amount or benefit paid or given within the two preceding years or intended to be paid or given to any promoter and consideration for payment of giving of the benefit. Related party transactions as per the Financial Statements Currency of presentation 6.9.7 6.9.7.1 One standard financial unit shall be used in the prospectus 6.9.8 Dividend policy 6.10 Financial Statements 6.10.1 Selected Consolidated Financial and Operating data 6.10.2 Financial Information of the issuer company 6.10.2.1 A report by the auditors of the issuer company with respect to: (a) (b) profits and losses and assets and liabilities, in accordance with clauses 6.10.2.2 or 6.10.2.3, as the case may require; and the rates of dividends, if any, paid by the issuer company in respect of each class of shares in the issuer company for each of the five financial years immediately preceding the issue of the prospectus, giving particulars 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,....
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.... respects the assets and liabilities of the subsidiaries, the allowance to be made for persons other than the members of the issuer company. If 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 the purchase of any business; or (b) (i) (ii) in the purchase of an interest in any business and by reason of that purchase, or anything to be done in consequence thereof, or in connection therewith; the issuer company will become entitled to an interest as respects either the capital or profits and losses or both, in such business exceeding fifty percent, thereof; a report made by accountants (who shall be named in the prospectus) upon: the profits or losses of the business of each of the five financial years immediately preceding the issue of the prospectus; and the assets and liabilities of the business at the last date to which the accounts of the business were made up, being a date not more than one hundred and twenty days before the date of the issue of the prospectus. 6.10.2.5 (a) (b) (i) If: the proceeds, or any part of the proceeds, of the issue of the shares or debentur....
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....ectus) and of the year in which the change in the accounting policy has taken place shall be recomputed to reflect what the profits or losses of those years would have been if a uniform accounting policy was followed in each of these years. (iv) If an incorrect accounting policy is followed, the re-computation of the financial statements shall be in accordance with correct accounting policies. (v) Statement of profit or loss shall disclose both the profit or loss arrived at before considering extraordinary items and after considering the profit or loss from extraordinary items. An illustrative format of the disclosure of profits and losses on this basis is specified at Schedule X. (vi) The statement of assets and liabilities shall be prepared after deducting the balance outstanding on revaluation reserve account from both fixed assets and reserves and the networth arrived at after such deductions. A suggested format of assets and liabilities is specified at Schedule XI. (c) (d) (e) (f) (g) The turnover disclosed in the Profit and Loss Statement shall be bifurcated into: (i) turnover of products manufactured by the issuer company; (ii) turnover of products tra....
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....ure tax incidence, the following factors shall be identified and explained through proper disclosures: Profits after tax are often affected by the tax shelters which are available. (ii) 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). (iii) 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). (iv) An illustrative format of statement in respect of tax shelter is specified in Schedule XII. 6.10.2.8 6.10.3 6.10.3.1 The issuer company, if it so desires, may include in the prospectus, the financial statements prepared on the basis of more than one accounting practices, subject to disclosure of the material differences arising because of differences in the accounting policies of different accounting practices. Financial Information of Group Companies The following information for the last three years, based on the audited statements, in respect of all the companies, firms, ventures, etc. promoted by the promoters,....
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....ated. The related business transactions within the group shall also be mentioned. The significance of these transactions on the financial performance of the company/ companies shall be stated. 6.10.3.5 Sales or purchase between companies in the promoter group when such sales or purchases exceed in value in the aggregate 10% of the total sales or purchases of the issuer and also disclose material items of income or expenditure arising out of transactions in the promoter group. 6.10.4 6.10.5 Changes in Accounting Policies in the last three years Management's Discussion and Analysis of Financial Condition and Results of Operations as Reflected in the Financial Statements: 6.10.5.1 Overview of the business of the issuer company. 6.10.5.2 Significant developments subsequent to the last financial year: 6.10.5.3 A statement by the directors whether in their opinion there have arisen any circumstances since the date of the last financial statements as disclosed in the prospectus and which materially and adversely affect or is likely to affect the trading or profitability of the issuer company, or the value of its assets, or its ability to pay its liabilities within the....
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....ory regulations or alleging criminal offence shall be furnished in the prospectus. Pending proceedings initiated for economic offences against the issuer company or its directors shall be disclosed separately indicating their present status. The details of the past cases in which penalties were imposed by the concerned authorities on the issuer company or its directors. Outstanding litigations, defaults, etc., pertaining to matters likely to affect operations and finances of the issuer company, including disputed tax liabilities, prosecution under any enactment in respect of Schedule XIII to the Companies Act, 1956 (1 of 1956) etc. shall be disclosed. The Lead Merchant Banker shall ensure to appropriately incorporate in the prospectus and as risk factor(s), information regarding pending litigations, defaults, non payment of statutory dues, proceedings initiated for economic offences/ civil offences (including the past cases, if found guilty), any 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 l....
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....orated appropriately in the prospectus (and as risk factors). In case there are no such cases, a distinct negative statement is required to be made in this regard in the prospectus. Material developments since the last balance sheet date. Government Approvals/ Licensing Arrangements Investment approvals (FIPB/ RBI, etc.). 6.11.2.2 All government and other approvals. 6.11.2.3 Technical approvals. 6.11.2.4 6.12 6.12.1 6.12.2 6.12.3 6.12.4 (a) Letter of intent/ industrial license and declaration of the Central Govternment/ RBI about non-responsibility for financial soundness or correctness of statements. Other Regulatory and Statutory Disclosures Authority for the issue and details of resolution passed for the issue. Prohibition by SEBI. Eligibility of the issuer company to enter the capital market. 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....
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....e worth of the underwriters to fulfill their underwriting commitments. The filing of offer document does not, however, absolve the company from any liabilities under section 63 or 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(s) any irregularities or lapses in offer document." Disclaimer Statement from the Issuer and the Lead Manager: A statement to the effect that the issuer company and the Lead Manager accepts no responsibility for statements made otherwise than in the prospectus 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....
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....f Issue (public/ rights/ composite). 6.12.19.4 Amount of issue. 6.12.19.5 Date of closure of issue. 6.12.19.6 Date of completion of delivery of share/ debenture certificates. 6.12.19.7 Date of completion of the project, where object of the issue was financing the project. 6.12.19.8 Rate of dividend paid. 6.12.20 Promise vis-Ã -vis performance: a. Issuer company: (a) (b) b. (a) (b) 6.12.21 6.12.22 A separate para entitled "Promise Vs Performance Last three issues" shall be given indicating whether all the objects 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 ....
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.... and reasons, thereof. Capitalisation of reserves or profits (during last five years). 6.12.25 6.12.26 Revaluation of assets, if any (during the last five years) 6.13 Offering Information 6.13.1 Terms of the Issue 6.13.1.1 Ranking of equity shares. 6.13.1.2 Mode of payment of dividend. 6.13.1.3 Face value and issue price/ floor price/ price band. 6.13.1.4 Rights of the instrument 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 appe....
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....s, if any, on transfer and transmission of shares/ debentures and on their consolidation/ splitting. 6.13.2 6.13.2.1 Issue Procedure 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. 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 regi....
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....68A of the Companies Act, 1956 relating to punishment for fictitious applications, 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 iss....
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.... 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: (a) (b) (i) (ii) (i) A statement by the Board of Directors of the issuer company ....
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....ector), 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 Prospectus is mutilated. 6.17 6.17.1 6.17.2 6.17.3 6.17.4 6.17.5 6.17.6 6.17.7 General Information The name of the issuer company and address of the registered office of the issuer company, along with telephone number, fa....
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....ed 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 up or forfeited within 12 months from the date of allotment of securities in a manner as specified in clause 8.5.2. Terms of the Present Issue 6.19.1 i. ii. 6.19.2 a. b. C. d. Authority for the issue, terms of payment and procedure and time schedule for allotment and issue of certificates/ refund orders. The clause "Interest in Case of Delay in Despatch of Allotment Letters/ Refund Orders in Cas....
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.... 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 receive securities subscribed for, either in demateralised or physical form and a statement that trading in securities on the stock exchanges in physical form will be available only subject to limits prescribed by the Board for time to time. Application by Mutual Funds Any special tax benefits for company and its shareholders (Only section numbers of the Income Tax Act and their substance should be mentioned, without reproducing the text of the sections). Particulars of the Issue 6.20 6.20.1 Objects of the issue 6.20.2 Project cost 6.2....
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....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 in the last three years Name of the company Year of issue Type of issue (public/ rights/ composite) d. Amount of issue e. Date of closure of issue f. g. Date of despatch of share/ debenture certificate completed Date of completion of the project, where object of the issue was financing of a project Rate of dividend paid, if any. h. 6.23 Basis for Issue Price a. b. C. d. e. f. g. h. 6.24 6.24.1 6.25 6.26 Earnings per share i.e. EPS pre-issue for the last three years (as adjusted for changes in capital); P/E pre-issue Average return on net worth in the last three years Minimum return on increased net worth required to maintain preissue EPS; Net Asset Value per share based on last bala....
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.... 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 6.33.1 Disclosure on Investor Grievances & Redressal System Statement regarding minimum subscription clause: Following statements shall appear depending upon the type of issue: For Non-underwritten Public Issues "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 6.33.2 6.33.3 1. 2. 6.34 5. 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 "If the company does not receive the minimum subscription of 90% of the net offer to public including devolvem....
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....lephone numbers, fax numbers, website addresses and e-mail addresses. (g) Logo, names of the Registrar to the Issue, along with its telephone number, fax number, website address and e-mail address. (h) Issue Schedule. (i) Credit Rating, if applicable. (j) Names of the Stock Exchanges where listing is proposed along with details of in-principle approval. 2. Back Cover Pages. II. Table of Contents To include all the main heads. III. Definitions and Abbreviations 1. Conventional/ General terms. 2. Offering-related Terms. 3. Company/ Industry-related Terms. 4. Abbreviations. IV. Risk Factors 1. Forward-looking Statements and Market Data, if any (to be disclosed on voluntary basis). 2. Risk Factors: (i) (ii) (iii) Risks envisaged by Management. Proposals, if any, to address the risks. Notes to the risk factors. V. Introduction 1. Summary: (i) Summary of the industry and business of the issuer company. (ii) Offering details in brief. (iii) Summary Consolidated Financial, Operating and Other Data. 2. General Information: (i) (ii) (iii) (iv) (V) (vi) (vii) Name, address of registered office and the registration number of the issuer company, alon....
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....nt about future prospects, including capacity & capacity utilization and projections. Competitive strengths (to be disclosed on a voluntary basis). (iv) Insurance (to be disclosed on a voluntary basis). (V) Property. (vi) Purchase of property. 3. Key Industry-Regulation (if applicable). 4. History and Corporate Structure of the issuer company: History and Major Events. Main objects. Subsidiaries of the issuer company, if any and their businesses. Shareholders agreements. Other agreements. (i) (ii) (iii) (iv) (v) (vi) Strategic partners. (vii) Financial partners. 5. Management: (i) Board of Directors. (ii) (iii) (iv) (v) (vi) Compensation of Managing Directors/ Whole time Directors. Compliance with Corporate Governance requirements. Shareholding of Directors, including details of qualification shares held by them. Interest of the Directors. Change, if any, in the directors in last three years and reasons thereof, wherever applicable. (vii) (viii) (ix) (x) (xi) Management Organisation Structure. Details regarding Key Management Personnel. Employees. Disclosures regarding employees stock option scheme/ employees stock purchase scheme of t....
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....on-responsibility for financial soundness or correctness of statements. IX. Other Regulatory and Statutory Disclosures 1. Authority for the issue and details of the resolution passed for the issue. 2. Prohibition by SEBI. 3. Eligibility of the Issuer Company to enter the Capital market. 4. Disclaimer clause. 5. Caution. 6. Disclaimer in respect of jurisdiction. 7. Disclaimer clause of the stock Exchanges. 8. Disclaimer clause of the Reserve Bank of India (if applicable). 9. Filing of prospectus with the Board and the Registrar of Companies. 10. Listing. 11. Impersonation. 12. Consents. 13. Expert opinion obtained, if any. 14. Expenses of the issue. 15. Details of fees payable. 16. Underwriting commission, brokerage and selling commission. 17. Previous rights and public issues if any (during the last five years). 18. Previous issues of shares otherwise than for cash. 19. Commission and brokerage on previous issues. 20. Particulars in regard to the issuer company and other listed companies under the same management within the meaning section 370 (1)(B) of the Companies Act, 1956 which made any capital issue during the last three years. 21. Promise vis-Ã -....
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....s in the case of individuals. (b) Multiple bids. (c) Pan or GIR number. (d) Company's right to reject bids. (e) Equity shares in demat form with NSDL or CDSL. (f) Investor's attention invited to contact the compliance officer in case of any pre-issue/ post-issue related problems. (xviii) Disposal of application and Application moneys. (xix) Provisions of sub-section (1) of section 68A of the Companies Act, 1956 relating to punishment for fictitious applications. Interest on refund of excess bid amount. (xx) (xxi) Basis of allotment or allocation. (xxii) Procedure and time of schedule for allotment and issue of certificates. (xxiii) Method of proportionate allotment. (xxiv) Letters of allotment or refund orders. (XXV) Despatch of refund orders. (xxvi) Interest in Case of Delay in Despatch of Allotment Letters/ Refund Orders in Case of Public Issues. (xxvii) Undertaking by the company. (xxviii) Utilisation of Issue Proceeds. (xxix) Restrictions on foreign ownership of Indian securities, if any. (a) Investment by NRIs. (b) Investment by Flls. XI. Description of Equity Shares and Terms of the Articles of Association 1. Rights of members regarding voting, divi....
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.... 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 ON : ISSUE / BID CLOSES ON : Issued by Directors of Issuer PART B SAMPLE FORMAT FOR ISSUE OPENING ADVERTISEMENT FOR PUBLIC ISSUES (FIXED PRICE / BOOKBUILT) This is only an advertisement for information purposes and not a prospectus announcement. ABC LTD. (Incorporated on under the Companies Act as and subsequently renamed Registered Office: Corporate Office: Tel: on Tel: Fax Fax: e-mail: Website: THE ISSUE Public issue of _ equity shares / debentures (if applicable) of Rs. each at a price of Rs.. (Floor price (appropriate or price band or as the case may be for Book built issue) for cash aggregating Rs.. disclosure for Book Built issue) 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 % of the Issue shall be allocated on % of the Issue shall be available for % of the Issue sha....
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.... these lines) PROMOTERS XXXX PROPOSED LISTING Names of Stock Exchanges LEAD MANAGERS / BOOK RUNNING LEAD MANAGERS / CO-BOOK RUNNING LEAD MANAGERS (as the case may be) Name, 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 CLOSES TODAY Issued by Directors of Issuer ***** Miscellaneous 10. Clauses 1 and 1.3.1 shall be renumbered as clauses 1.1 and 1.3 respectively. 11. In clause 2.2.2 (b) (ii), the bulleted sub-clauses shall be numbered as sub- clauses (a), (b) and (c) respectively. 12. In 2nd....
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....h equity shares at a latter date if the same is not in compliance with the conditions for continuous listing.) 30. In clause 13.7.1 (ii)(b) the term "clause 6.8.3.2" shall be substituted for "Clause 6.4.2.1". 31. In Chapter XVI, the following clause shall be numbered as Clause 16.2 Instructions on post-issue obligations 32. In Chapter XVI, the following heading shall be inserted : "16.3.0 Merchant Bankers" 33. In chapter XVI, the clause under the head “Registration and renewal of registration of Merchant Bankers†shall be renumbered as Clause 16.3.1. 34. In Schedule III, Annexure to the Due Diligence Certificate, the following clause at serial no.23 shall be deleted "True copy of the Board resolution passed by the issuer authorising a representative of the Registrar to act on its behalf in relation to handling of stock invests." 35. In Schedule VIII, the terms "Clause 6.8.3.2 (b))" shall be substituted for the term "Clause 6.4.2.1(b))" 36. In Schedule IX, the term “Clause 6.8.3.2(c))" shall be substituted for "Clause 6.4.2.1(c)(ii)" 37. The following shall be deleted from the heading to Schedule IX "IN THE PARAGRAPH ON “PROMOTERS AND THEI....