TaxTMI 
TaxTMI 
Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2020
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....ure Requirements) Regulations, 2018, - I. In regulation 3, a. in sub-regulation (b), the words 'ten crores' shall be substituted with the words 'fifty crores' b. in the first proviso, the words 'ten crores' shall be substituted with the words 'fifty crores'; II. In regulation 60, the words 'ten crores' shall be substituted with the words 'fifty crores'; III. In regulation 61, in the explanation, the words "promoters or directors of the issuer" shall be substituted with the words "persons or entities mentioned therein"; IV. In regulation 62, in sub-regulation (1), in clause (c), following explanation shall be inserted, namely, - "Explanation - For the purpose of this regulation 'finance for the specific project' shall mean finance of capital expenditures only."; V. In Chapter III, in Part IV, in the title the words "APPOINTMENT OF LEAD MANAGERS, OTHER INTERMEDIARIES AND COMPLIANCE OFFICER" shall be substituted with the words "APPOINTMENT OF LEAD MANAGERS AND OTHER INTERMEDIARIES"; VI. In regulation 69, sub-regulation (8) shall be omitted; VII.&nbs....
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....roup of the issuer undertake to subscribe fully to their portion of rights entitlement and do not renounce their rights except to the extent of renunciation within the promoter group."; XV. In regulation 90, in sub-regulation (1), the words ", except as provided in regulation 74(1) and (2)" shall be inserted after the word "offer"; XVI. In regulation 93, in sub-regulation (4), the words "collecting bank branches and/ or" and the words "despatch of security certificates or" shall be omitted; XVII. In regulation 99, a. clause (h) shall be substituted with the following, namely: - "(h) that no show-cause notices, excluding proceedings for imposition of penalty, have been issued by the Board and pending against the issuer or its promoters or whole-time directors as on the reference date.; In cases where against the issuer or its promoters or whole-time directors, i) show-cause notice(s) has been issued by the Board in a proceeding for imposition of penalty; or ii) prosecution proceedings have been initiated by the Board; necessary disclosures in respect of such action(s)....
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....ant to acquisition of control in accordance with the provisions of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 or the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as applicable and is making a rights issue of specified securities for the first time subsequent to such change and a period of three full years has not elapsed since such a change; (b) an issuer whose specified securities have been listed consequent to the relaxation granted by the Board under sub-rule (7) of rule 19 of the Securities Contracts (Regulation) Rules, 1957 for listing of its specified securities pursuant to a scheme sanctioned by a High Court under sections 391 to 394 of the Companies Act, 1956 or approved by a tribunal under sections 230-234 of the Companies Act, 2013, as applicable, and is making a rights issue of specified securities for the first time subsequent to such listing and a period of three full years has not elapsed since such listing. (4) An issuer proposing a rights issue shall make the following disclosures, as far as possible, in the let....
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....aterial in the context of the issue, and that the information contained in the letter of offer is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which make this document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect." (i) Names, logos and addresses of all the lead manager(s) with their titles who have signed the due diligence certificate and filed the letter of offer with the Board, along with their telephone numbers, website addresses and e-mail addresses. (Where any of the lead manager(s) is an associate of the issuer, it shall disclose itself as an associate of the issuer and that its role is limited to marketing of the issue.) (j) Name, logo and address of the registrar to the issue, along with its telephone number, website address and e-mail address. (k) Issue schedule: • Date of opening of the issue • Date of closing of the issue (l) Name(s) of the st....
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....n doing so, the following shall be considered: (1) Some risks may not be material individually but may be found material collectively. (2) Some risks may have an impact which is qualitative though not quantitative. (3) Some risks may not be material at present but may have a material impact in the future. (D) Each risk factor shall appear in the following manner: (1) Risk as envisaged by the issuer. (2) Proposals, if any, to address the risk. (E) Proposals to address the risks shall not contain any speculative statement on the positive outcome to any matter or litigation, etc. (F) Proposals to address the risks shall not be given for any matter that is sub-judice before any court or tribunal. (G) Risk factors shall be disclosed in the descending order of materiality. Wherever risks about material impact are stated, likely or potential implications, including any financial implication, on the Company for the same shall be disclosed. (VII) Introduction: (A) Summary: (1) Issue details in brief. (B)&....
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..... (d) Details of the final underwriting arrangement, indicating actual number of specified securities underwritten, in the letter of offer filed with the designated stock exchange. (10) The fact of filing the letter of offer with the Board and the stock exchange(s) and the office of the Board where the letter of offer has been filed. (C) Capital Structure: The capital structure in the following manner in a tabular form: (1) Authorised, issued and subscribed capital, after suitable incorporation of the outstanding convertible securities (number of securities, description and aggregate nominal value). (2) Paid-up capital. (a) After the issue. (b) After conversion of convertible instruments (if applicable). (3) The following details of outstanding instruments: (a) Details of options, if any. (b) Details of convertible securities, if any (4) Details of specified securities held by the promoter and promoter group including the details of lock-in, pledge of and encumbrance on such specified securities. This information can be....
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....nt venture or subsidiary or an acquisition, the following additional disclosures shall be made: (a) details of the form of investment, i.e., equity, debt or any other instrument; (b) if the form of investment has not been decided, a statement to that effect; (c) if the investment is in debt instruments, complete details regarding the rate of interest, nature of security, terms of repayment, subordination, etc.; (d) nature of benefit expected to accrue to the issuer as a result of the investment (4) If one of the objects of the issue is to grant a loan to an entity other than a subsidiary, details of the loan agreements including the rate of interest, whether secured or unsecured, duration, nature of security, terms of repayment, subordination, etc. and the nature of benefit expected to accrue to the issuer as a result of the investment. If such a loan is to be granted to any of the group companies, details of the same. (5) If one of the objects of the issue is utilisation of the issue proceeds for long term working capital, the following additional disclosures on a standalone basis: (....
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....ame of the suppliers, date of placement of order and the date or expected date of supply, etc. (b) In case the order for the equipment is yet to be placed, the date of quotations relied upon for the cost estimates given shall also be mentioned. (c) The percentage and value terms of the equipment for which orders are yet to be placed shall be stated. (d) The details of the second hand equipment bought or proposed to be bought, if any, including the age of the machines, balance estimated life, etc. shall also be given. (8) If warrants or partly paid shares are proposed to be issued in a rights issue, disclosure of the objects towards which the funds from conversions of warrants/call money for partly paid shares is proposed to be used. (B) Requirement of Funds: (1) Where the issuer proposes to undertake more than one activity or project, such as diversification, modernisation, expansion, etc., the total project cost activity-wise or project wise, as the case may be. (2) Where the issuer is implementing the project in a phased manner, the cost of each phase including the phase, if a....
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....at firm arrangements of finance through verifiable means towards seventy-five per cent. of the stated means of finance, excluding the amount to be raised through the proposed issue and existing identifiable internal accruals, have been made. (2) Balance portion of the means of finance for which no firm arrangement has been made without specification. (3) Details of funds tied up and the avenues for deployment of excess proceeds, if any. (F) Appraisal (if applicable): (1) Scope and purpose of the appraisal, if any, along with the date of appraisal. (2) Cost of the project and means of finance as per the appraisal report. (3) Explanation of revision, if any, in the project cost and the means of finance after the date of issue of the appraisal report. (4) Weaknesses, qualifications and threats given in the appraisal report, by way of risk factors. (G) Schedule of implementation: The schedule of implementation of the project and the progress made so far, giving details of land acquisition, civil works, installation of plant and machinery, trial production, date of com....
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....applicable to the project or objects of the issue. (IX) Details of Business: Description of the industry and nature of the company's operations and its principal activities, including the main categories of products sold and/or services performed, end-users of the issuer's products and/or services, plant, machinery, technology, process, principal markets in which the issuer competes, approach to marketing, business strategy and productive capacity and extent of utilization of the issuer's facilities. (X) Management (Board of Directors and Senior Management) and Organisational Structure: (A) Name, date of birth, age, Director Identification Number, address, occupation and date of expiration of the current term of office of manager, managing director and other directors (including nominee directors and whole-time directors), period of directorships and directorships in other companies. (1) For each person, details of current and past directorship(s) for a period of five years in listed companies whose shares have been/were suspended from being traded on any of the stock exchanges, during his/her tenure, as fo....
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....of statutory auditors on the financial statements. ii. Balance sheets iii. Statements of income iv. Schedules to accounts v. Statements of changes in stockholders' equity vi. Statements of cash flows vii. Statement of accounting policies viii. Notes to financial statements ix. Accounting Ratios a) Earnings per share (Basic and Diluted) b) Return on net worth c) Net Asset Value per Share d) EBITDA (B) Proforma financial statements - The Issuer shall provide pro forma financial statements, as certified by the statutory auditor, of all the subsidiaries or businesses material to the consolidated financial statements where the issuer or its subsidiaries have made an acquisition or divestment including deemed disposal after the latest period for which financial information is disclosed in the letter of offer but before the date of filing of the letter of offer. For this purpose, the acquisition/divestment would be considered as material if acquired/ divested business or subsidiary in aggregate co....
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....riately in the letter of offer, including as risk factor. (XII) A statement to the effect that the price has been arrived at in consultation between the issuer and the lead manager(s). (XIII) Management Discussion and Analysis of financial condition and results of operations. (XIV) Disclosures pertaining to wilful defaulters: If the issuer or any of its promoter or director has been declared as a wilful defaulter, it shall make the following disclosures with respect to each such person separately: (a) Name of the person declared as a wilful defaulter; (b) Name of the bank declaring the person as a wilful defaulter; (c) Year in which the person was declared as a wilful defaulter; (d) Outstanding amount when the person was declared as a wilful defaulter; (e) Steps taken, if any, by the person for removal of its name from the list of wilful defaulters; (f) Other disclosures, as deemed fit by the issuer, in order to enable investors to take an informed decision; (g) Any other disclosure as specified by the Board. (XV) Outst....
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....hall contain the following disclaimer clause in bold capital letters: "It is to be distinctly understood that submission of Letter of Offer 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 Letter of Offer. Lead manager(s), ...... has certified that the disclosures made in the Letter of Offer are generally adequate and are in conformity with SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 in force for the time being. This requirement is to facilitate investors to take an informed decision for making investment in the proposed issue. It should also be clearly understood that while the issuer is primarily responsible for the correctness, adequacy and disclosure of all relevant information in the letter of offer, the lead manager(s) is expected to exercise due diligence to ensure that the issuer discharges its responsibility adequately in this behalf and towards this purpose,....
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.... (1) Terms of payments and procedure and time schedule for allotment and demat credit of securities. (2) How to apply, availability of application forms and letter of offer and mode of payment, including the following: (a) Applications by mutual funds: 1. A statement under the heads "Procedure for applications by mutual funds" and "Multiple Applications" to indicate that a separate application can be made in respect of each scheme of an Indian mutual fund registered with the Board and that such applications shall not be treated as multiple applications. 2. A statement that the application made by an asset management company or by custodian of a mutual fund shall clearly indicate the name of the concerned scheme for which the application is being made. (b) Applications by non-resident Indians: 1. the name and address of at least one place in India from where individual non-resident Indian applicants can obtain the application forms. (c) Application by ASBA investors: Details of Application Supported by Blocked Amount process including specific instructions for submitting A....
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....here refunds are applicable, such refunds shall be made within a period of fifteen days and interest shall be payable in case of delay. Liability of issuer and its directors (who are officers in default) to issue instructions for unblocking/ make refunds along with specified rate of interest shall also be mentioned, in case refunds not made within the specified timeline. (6) Mode of making refunds: a) The mode in which the issuer shall make refunds to applicants in case of an oversubscription or failure to list or otherwise. b) If the issuer proposes to use more than one mode of making refunds to applicants, the respective cases where each such mode will be adopted shall be disclosed. c) The permissible modes of making refunds are as follows: (i) Unblocking amounts blocked using ASBA facility; (ii) In case of applicants residing in any of the centres specified by the Board: by crediting of refunds to the bank accounts of applicants through electronic transfer of funds by using Direct Credit, RTGS (Real Time Gross Settlement) or NEFT (National Electronic Funds Transfer) or NACH (Nat....
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....tions of issue of debentures as contained in the Letter of Offer, duly certified by the debenture trustee. (4) it shall furnish a confirmation certificate that the security created by the issuer in favour of the convertible debt instrument holders is properly maintained and is adequate to meet the payment obligations towards the convertible debt instrument holders in the event of a default. (5) it shall extend necessary cooperation to the credit rating agency(ies) in providing the requisite information in a true and adequate manner till the debt obligations in respect of the instrument are outstanding. (XXI) Utilisation of Issue Proceeds: The letter of offer, other than for an issue made by a scheduled commercial bank or a public financial institution, shall contain a statement of the board of directors of the issuer to the effect that: (A) all monies received out of issue of shares or specified securities to the public shall be transferred to a separate bank account. (B) details of all monies utilised out of the issue referred to in clause (A) shall be disclosed under an appropriate separate head i....
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....ation 70(2)] All disclosures specified under this Part shall be made in the draft letter of offer and the letter of offer. Instructions: (a) All information shall be relevant and updated. The source and basis of all statements and claims shall be disclosed. Terms such as "market leader", "leading player", etc. shall be used only if these can be substantiated by citing a proper source. (b) All blank spaces in the draft letter of offer shall be filled up with appropriate data before filing the letter of offer with the designated stock exchanges. (c) Simple English shall be used to enable easy understanding of the contents. Technical terms, if any, used in explaining the business of the issuer shall be clarified in simple terms. (d) Wherever it is mentioned that details are given elsewhere in the document, the same shall be adequately cross-referenced by indicating the paragraph heading and page number. (e) There shall be no forward-looking statements that cannot be substantiated. (f) Consistency shall be ensured in the style of disclosures. If first person is used, the same may....
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....easonable inquiries, accepts responsibility for and confirms that this letter of offer contains all information with regard to the issuer and the issue which is material in the context of the issue, that the information contained in the letter of offer is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which make this document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect." i) Names, logos and addresses of all the lead manager(s) with their titles who have signed the due diligence certificate and filed the letter of offer with the Board, along with their telephone numbers, website addresses and e- mail addresses. (Where any of the lead manager(s) is an associate of the issuer, it shall disclose itself as an associate of the issuer and that its role is limited to marketing of the issue.) j) Name, logo and address of the registrar to the issue, along with its telephone number, website address and e-mail address. ....
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....l be printed in a clear readable font (preferably of minimum point ten size). (B) 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) Risk factors shall be determined on the basis of their materiality. In doing so, the following shall be considered: (1) Some risks may not be material individually but may be material when considered collectively. (2) Some risks may have an impact which is qualitative though not quantitative. (3) Some risks may not be material at present but may have a material impact in the future. (D) Each risk factor shall appear in the following manner: (1) The risk as envisaged by the issuer. (2) Proposals, if any, to address the risk. (E) Proposals to address the risks shall not contain any speculative statement on the positive outcome of any matter or litigation, etc. and shall not be given for any matter that is sub- judice before any court/tribunal. (F) Risk factors shall be disclosed in the....
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...., interest cover, debt-service cover, etc. (12) Unsecured loans, if any, taken by the issuer and its subsidiaries that can be recalled at any time. (13) Default in repayment of deposits or payment of interest thereon by the issuer and subsidiaries, and the roll-over of liability, if any. (14) Potential conflict of interest of the promoters or directors of the issuer if involved with one or more ventures which are in the same line of activity or business as that of the issuer. (15) Shortfall in performance vis-à-vis the objects stated in any of the issues made by the listed issuer or listed subsidiaries in the last five years, as disclosed under the heading "Performance vis-à-vis Objects" in the section "Other Regulatory and Statutory Disclosures", quantifying such shortfalls or delays. (16) Interests of the promoters, directors or key management personnel of the issuer, other than reimbursement of expenses incurred or normal remuneration or benefits. Any portion of the issue proceeds that is proposed to be paid by the issuer to the promoter, directors or key managerial personnel of the issuer. ....
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....ectors of the issuer. (C) Names, addresses, telephone numbers and e-mail addresses of the Company Secretary, and legal advisor. (D) Name, address, telephone number and e-mail address of the compliance officer. (E) Names, addresses, telephone numbers, contact person, website addresses and e-mail addresses of the lead manager(s), registrars to the issue, bankers to the issue; URL of SEBI website listing out the details of self-certified syndicate banks, registrar to the issue and share transfer agents, etc. (F) Names, addresses, telephone numbers peer review number, firm registration number and e-mail addresses of the auditors of the issuer. (G) Statement of inter-se allocation of responsibilities among lead manager(s). (H) Following details of credit rating in case of an issue of convertible debt instruments/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) Details of all credit ratings, including unaccepted ratings, obtained for....
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....ipulated in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. (d) 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. (e) Shareholding pattern of the issuer in the format as prescribed under Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as last submitted to the stock exchanges. This information can either be incorporated by reference with specific website details of the stock exchange(s) or by providing the details in the letter of offer: (i) Details of shareholders of the issuer holding 1% or more of the paid- up capital of the issuer as last disclosed to the stock exchanges. Details of shares locked-in, pledged, encumbrance by promoters and promoter group. This information can either be incorporated by reference with specific website details of the stock exchange(s) or by providing the details in the letter of offer. (9)....
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....s, etc. (d) 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) 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. (f) If no working capital is shown as a part of project for which the issue is being made, the reasons for the same. (5) Land: (a) Names of the entities from whom land has been acquired/ proposed to be acquired along with the cost of acquisition, and the relationship, if any, of such entities to any promoter or director of the issuer, in case the proceeds of the issue are being utilised for acquisition of land. (b) Details of whether the land acquired by the issuer is free from all encumbrances and has a clear title and whether it is registered in the name of the issuer. (c) Details of whether ....
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....eparately the amount, if any, paid or payable for goodwill; (c) nature of the title or interest in such property acquired or to be acquired by the issuer; (d) 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; (e) 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 or the purchase or acquisition of which has not been completed as of the date of the draft letter of offer or letter of offer, as the case may be. (8) Plant/ Equipment/ Technology/ Process: If one of the objects of the....
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....angement has been made without specification. (3) Details of funds tied up and the avenues for deployment of excess proceeds, if any. (D) Appraisal (if applicable): (1) Scope and purpose of the appraisal, if any, along with the date of appraisal. (2) Cost of the project and means of finance as per the appraisal report. (3) Explanation of revision, if any, in the project cost and the means of finance after the date of issue of the appraisal report. (4) Weaknesses, qualifications and threats given in the appraisal report, by way of risk factors. (E) Schedule of implementation: The schedule of implementation of the project and the progress made so far, giving details of land acquisition, civil works, installation of plant and machinery, trial production, date of commercial production and reasons for delay, if any. (F) Deployment of funds: (1) Details of the sources of funds and the deployment of these funds on the project (where the issuer is raising capital for a project), up to a date not earlier than two months from the date of filing the letter of ....
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....rocess, etc. (c) Description of subsisting collaborations, any performance guarantee or assistance in marketing by the collaborators, infrastructure facilities for raw materials and utilities like water, electricity, etc. Products or services of the issuer: (i) Nature of the product(s)/services, and the end users. (ii) Approach to marketing of products and services. (2) Business Strategy: Description of the business strategy of the issuer, without any forecast of projections relating to the financial performance of the issuer. (3) Capacity and Capacity Utilisation: A table shall be incorporated giving the existing installed capacities for each product, capacity utilisation for such products in the previous three years. (4) Intellectual Property Rights: (a) If the issuer is entitled to certain intellectual property rights such as trademarks, brand names, etc. whether the same are legally held by the issuer and whether all formalities in this regard have been complied with. (b) In case any of the material intellectual property rights are not registered in the name o....
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.... for the preceding five years. In case of fast track issues filed under the provisions of these regulations, the period of five years shall be reckoned on the date of filing of the offer document.) (b) Management Organisation Structure. (c) Corporate Governance: (i) A statement that the issuer has complied with the requirements of corporate governance relating to the composition of its board of directors, constitution of committees such as audit committee, nomination and remuneration committee, stakeholders relationship committee, etc., as provided under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. (ii) Details relating to the issuer's audit committee, nomination and remuneration committee, stakeholders' relationship committee and risk management committee (if applicable) including the names of committee members and the terms of reference under which the committees operate. (d) Key Managerial Personnel: (i) Details of the key managerial personnel indicating name, date of joining, qualification, term of office with date of expir....
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....mpanies Act, 2013 (as amended), as disclosed in the separate financial statement of the consolidated entities, should be disclosed in the restated financial information. (B) Other Financial Information (i) The following information shall be computed as per the Guidance Note issued by the ICAI from time to time and disclosed in other financial information • Earnings per share (Basic and Diluted) • Return on net worth • Net Asset Value per share • EBITDA (ii) If the proceeds, fully or partly, directly or indirectly, is to be used for acquisition of one or more material businesses or entities, the audited statements of balance sheets, profit and loss, cash flow for the latest three financial years and stub period (if available) prepared as per framework applicable to the business or subsidiary proposed to be acquired shall be included in the draft letter of offer/letter of offer. For this purpose, the proposed acquisition (covering all businesses or subsidiaries proposed to be acquired) shall be considered material if it will make 20% or more contribution in aggregate to either turnov....
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....n paid/received and mode of financing shall be certified by the statutory auditor of the issuer company (iv) Audit Qualification. If the auditors' report for the last three full years or limited review report for the latest stub period on the financial statements is modified, the issuer shall comply with the requirements of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 in relation to audit report with modified opinion prior to issuing the final letter of offer, including issuing a Statement on Impact of Audit Qualifications in the format specified by the Board from time to time. The impact of any modification of auditors' opinion (where quantifiable), whether such modification is included in the audited report for the last three full year or limited review report for the latest stub period, shall be shown as adjustments in the line items specified by the Board from time to time to the extent possible for all the financial periods (full-year or stub) presented in the letter of offer, including any comparative prior year periods. Any type of audit modification (qualification, disclaimer or emphasis of mat....
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....the major heads of the profit and loss statement, including an analysis of reasons for the changes in significant items of income and expenditure shall also be given, inter-alia, containing the following: a. unusual or infrequent events or transactions including unusual trends on account of business activity, unusual items of income, change of accounting policies and discretionary reduction of expenses etc; b. significant economic changes that materially affected or are likely to affect income from continuing operations; c. known trends or uncertainties that have had or are expected to have a material adverse impact on sales, revenue or income from continuing operations; d. expected 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 iss....
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...., in a consolidated manner, giving the number of cases and total amount; (v) Other pending litigations - As per the policy of materiality defined by the board of directors of the issuer and disclosed in the letter of offer and/or in accordance with the materiality policy framed under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. (2) If any of the above mentioned litigations, material developments, dues to creditors etc., arise after the filing the draft letter of offer, the facts shall be incorporated appropriately in the letter of offer. In case there are no such cases, a distinct negative statement is required to be made in this regard in the letter of offer. Material developments since the date of the last balance sheet. (3) Disclosures pertaining to wilful defaulters in case of a rights issue: If the issuer or any of its promoter or director has been declared as a wilful defaulter, it shall make the following disclosures with respect to each such person separately: (a) Name of the person declared as a wilful defaulter; (b) Name of the Bank....
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....hat the disclosures made in the letter of offer are generally adequate and are in conformity with the Regulations. This requirement is to facilitate investors to take an informed decision for making investment in the proposed issue. It should also be clearly understood that while the issuer is primarily responsible for the correctness, adequacy and disclosure of all relevant information in the letter of offer, the lead manager(s) is expected to exercise due diligence to ensure that the issuer discharges its responsibility adequately in this behalf and towards this purpose, the lead manager(s) has furnished to 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 the Companies Act, 2013 or from the requirement of obtaining such statutory or other clearances as may be required for the purpose of the proposed issue. SEBI further reserves the right to take up, at any point of time, with the lead manager(s) any irregularities or lapses in the letter of offer." (2)&nbs....
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....ement if the equity shares were not actively traded; (4) stock market data referred to above shall be shown separately for periods marked by a change in capital structure, with such period commencing from the date the relevant stock exchange recognises the change in the capital structure (e.g. when the shares have become ex-rights or ex- bonus); (5) market price of equity shares immediately after the date on which the resolution of the board of directors approving the issue; (6) volume of securities traded in each month during the six months preceding the date on which the letter of offer with the designated stock exchange; and (7) volume of shares traded along with high, low and average prices of shares of the issuer shall also be stated for respective periods. Explanation: If the equity shares of the issuer are listed on more than one stock exchange, the above information shall be provided for each stock exchange separately. Average market prices in point (1) above should be calculated on closing price on the stock exchange. (L) The fact of filing the letter of offer with the Board and the stock e....
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.... (f) A statement that shareholders making an application on a plain paper cannot renounce their rights and shall not utilise the application form for any purpose including renunciation even if it is received subsequently. (3) Dealing with Fractional Entitlement: Manner of dealing with fractional entitlement viz. payment of the equivalent of the value, if any, of the fractional rights in cash etc. (4) Provisions of the Companies Act, 2013, as relating to punishment for fictitious applications, including the disclosures that any person who: d) makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for, its securities; or e) makes or abets making of multiple applications to a company in different names or in different combinations of his/her name or surname for acquiring or subscribing for its securities; or f) otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to such person, or to any other person in a fictitious name. Provided that any penalty imposed pursuant to Companies Act, 2013 shall also b....
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....of trading at all stock exchanges where the securities are to be listed are taken within the period prescribed by the Board; (iii) that the funds required for unblocking to unsuccessful applicants as per the mode(s) disclosed shall be made available to the registrar to the issue by the issuer; (iv) that no further issue of securities shall be made till the securities offered through the letter of offer are listed or till the application monies are refunded on account of non- listing, under subscription, etc., other than as disclosed in accordance with Regulation 56; (v) 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. (vi) where release of block on the application amount for unsuccessful bidders or part of the application amount in case of proportionate allotment, a suitable communication shall be sent to the applicants. (vii) adequate arrangements shall be made to collect all A....
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.... and foreign venture capital investors. (C) Investment by other non-residents. (22) Statutory and other information: (A) Allotment of specified securities shall be in the demateralised form. (B) Material contracts and time and place of inspection which shall include copies of the Annual Reports of the issuer for the last five years. (23) Any other material disclosures, as deemed necessary. (24) Other Information: The draft letter of offer (in case of issues other than fast track issues) and the letter of offer shall be approved by the Board of Directors of the issuer and shall be signed by all directors including the Managing Director within the meaning of the Companies Act, 2013 or Manager, within the meaning of the Companies Act, 2013 and the Chief Financial Officer or any other person heading the finance function and discharging that function. The signatories shall further certify that all disclosures are true and correct. An issuer shall make a copy of the offer document of the immediately preceding public issue or rights issue available to the public in the manner ....
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....y defined herein shall have the meaning ascribed to them in the Letter of Offer. THIS ABRIDGED LETTER OF OFFER CONTAINS XXX PAGES. PLEASE ENSURE THAT YOU HAVE RECEIVED ALL THE PAGES Our Company has made available on the Registrar's website at xxx and the Company's website at xxx, this Abridged Letter of Offer and the Application Form for the Eligible Equity Shareholders. You may also download the Letter of Offer from the websites of the Securities and Exchange Board of India ("SEBI"), the Stock Exchanges and the Lead Managers, i.e., at xxx, respectively.] Logo and Name of the Company Registered and Corporate Office Address, telephone number Contact Person name, designation, email address Company website address CIN number of the Issuer Company Promoter(s) of the Company: Issue details to be provided including ratio of rights offering. Listing and details of in-principle approval from stock exchanges. Eligibility for the Issue: State whether company is eligible for rights issue under Part B or Part B-1 of Schedule VI and Fast Track. Minimum Subscription: If applicable provide details of the same. INDICATIVE T....
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....of the members of the Board. • Details of the Issuer or any of its promoters or directors being a wilful defaulter. • Financial Statement Summary: For last audited full year and latest limited reviewed stub period as disclosed in the Letter of Offer prepared under Part B. In case of companies who have used Part B- 1 disclosure framework financial summary for periods included in Letter of Offer shall be disclosed. Particulars Latest stub period Latest full year period Total Income from Operations (net) Net Profit/(Loss) before Tax and extraordinary items Profit/(Loss) after Tax and extraordinary items Equity Share Capital Reserves and Surplus Net Worth Basic earnings per share Diluted earnings per share Net asset value per share Return on Net Worth (RONW) Note: Particulars mentioned above are indicative and may be suitably modified. Ratios cannot be annualised except....