I
[See regulation 5(3) and 101(2)]Inter-Se Allocation of Responsibilities(1)The lead merchant bankers shall make inter-se allocation of responsibilities pertaining to the activities or sub-activities to be carried out under these regulations.(2)The lead merchant bankers shall delineate the activity-wise allocation of responsibilities and intimate the Board about the name of the lead merchant banker responsible for each set of the activities or sub-activities at the time of filing the draft offer document with the Board. This intimation must be signed by all the lead merchant bankers to the issue.(3)Where circumstances warrant joint and several responsibility of the lead merchant bankers for any particular activity, a co-ordinator designated from among the lea / merchant bankers (hereinafter referred to as the "designated lead merchant banker") shall furnish to the Board, when called for, information, report, comments, etc. on matters relating to such activity.(4)The activities or sub-activities may be grouped on the following lines:(a)Capital structuring with the relative components and formalities such as composition of debt and equity, type of instruments, etc.(b)Drafting and design of the offer document and of the advertisement or publicity material including newspaper advertisement and brochure or memorandum containing salient features of the offer document.(c)Selection of various agencies connected with issue, such as registrars to the issue, printers, advertising agencies, etc.(d)Marketing of the issue, which shall cover, inter alia, formulating marketing strategies, preparation of publicity budget, arrangements for selection of (i) (ii) centres for holding conferences of stock brokers, investors, etc., (iii) bankers to the issue, (iv) collection centres as per schedule III, (v) brokers to the issue, and (vi) underwriters and underwriting arrangement, distribution of publicity and issue material including application form, prospectus and brochure and deciding upon the quantum of issue material.(e)Post-issue activities, which shall involve essential follow-up steps including follow-up with bankers to the issue and Self Certified Syndicate Banks to get quick estimates of collection and advising the issuer about the closure of the issue. based on correct figures, finalisation of the basis of allotment or weeding out of multiple applications, listing of instruments, despatch of certificates or demat credit and refunds and coordination with various agencies connected with the post-issue activity such as registrars to the issue, bankers to the issue, Self Certified Syndicate Banks, etc. Ordinarily, one lead merchant banker shall be responsible for the post-issue activities.(5)The designated lead merchant banker shall be responsible for ensuring compliance with these regulations and other requirements and formalities specified by the Registrar of Companies. the Board and the recognised stock exchanges where specified securities being offered are proposed to be listed.(6)Even if many of the post-issue activities are handled by other intermediaries, the designated lead merchant banker shall be responsible, for ensuring that these intermediaries fulfil their functions and enable him to discharge this responsibility through suitable agreements with the issuer.(7)In case of under-subscription in an issue the lead merchant banker responsible for underwriting arrangements shall be responsible for invoking underwriting obligations and ensuring that the notice for devolvement containing the obligations of the underwriters is issued in terms of these regulations.Securities and Exchange Board of India (Issue of Capital and Disclosure Requirement's) Regulations, 2009
III
[See regulations 5(5) and 101(1)]Format of Agreement between Lead Merchant Bankers to the Issue and Issuer/Issuing CompanyThis Agreement made BETWEEN....... (name of the issuer), having its registered office at ......... (registered office address of the issuer) (hereinafter referred to as "the issuer") AND ......... (name of the lead merchant bankers), having their registered office at .......... with the branch office at ........Whereas:(1)The issuer is taking steps for the issue of ............ (particulars of the issue) to the public/existing shareholders of the issuer (the said issue of specified securities hereinafter referred to as "the issue"); AND(2)The issuer has approached the lead merchant bankers to manage the issue and the lead merchant bankers have accepted the engagement inter-alia, subject to the issuer entering into an agreement for the purpose being these presents;Now, Therefore, the issuer and the lead merchant bankers do hereby agree as follows:(1)Besides the lead merchant bankers ........... and .......... would be acting as the co-managers to the issue.(2)The issuer hereby declares that it has complied with or agrees to comply with all the statutory formalities under the Companies Act. 1956, the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 and other conditions, instructions and advices issued by Securities and Exchange Board of India (hereinafter referred to as "the Board") and other relevant statutes to enable it to make the issue and in particular in respect of the following matters:(Give details and particulars of statutory compliances which the issuer has to fulfil before making the issue)Consent of the shareholders has been obtained vide ........... (details of the resolution) passed in the general meeting held on ........... (date of the meeting).(3)The issuer undertakes and declares that any information made available to the lead merchant banker or any statement made in the offer document shall be complete in all respects and shall be true and correct and that under no circumstances it shall give or withhold any information or statement which is likely to mislead the investors.(4)The issuer also undertakes to furnish complete audited annual reports, other relevant documents, papers, information relating to pending litigations, etc. to enable the lead merchant banker to corroborate the information and statements given in the offer document.(5)The issuer shall, if so required, extend such facilities as may be called for by the lead merchant banker to enable them to visit the plant site, office of the issuer or such other places to ascertain for themselves the state of affairs of the issuer including the progress made in respect of the project implementation, status and other facts relevant to the issue.(6)The issuer shall extend all necessary facilities to the lead merchant banker to interact on any matter relevant to the issue with the solicitors / legal advisors, auditors, consultants, advisors to the issue, financial.institutions, banks or any other organisation and any other intermediary associated with the issue in any capacity whatsoever.(7)The issuer shall ensure that all advertisements prepared and released by the advertising agency or otherwise in connection with the issue conform to the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 and the instructions given by the lead merchant banker from time to time and that it shall not make any misleading or incorrect statement in any public communication or publicity material including corporate, product and issue advertisements of the issuer, interviews by its promoters, directors, duly authorized employees or representatives of the issuer, documentaries about the issuer or its promoters, periodical reports and press releases issued by the issuer or research report made by the issuer, any intermediary concerned with the issue or their associates or at any press, brokers' or investors' conferences.(8)The issuer shall not, without the prior consent of the lead merchant banker, appoint other intermediaries (except Self Certified Syndicate Banks) or other persons associated with the issue such as advertising agencies, printers, etc. for printing the application forms, allotment advices, allotment letters, share certificates / debenture certificates, refund orders or any other instruments, circulars, or advices.(9)The issuer shall, whenever required and wherever applicable, in consultation with the lead merchant banker, enter into an agreement with the intermediaries associated with the issue, clearly setting forth their mutual rights, responsibilities and obligations. A certified true copy of such agreements shall be furnished to the lead merchant banker.(10)The issuer shall take such steps as are necessary to ensure completion of allotment and despatch of letters of allotment and refund orders to the applicants including nonresident Indians soon after the basis of allotment is approved by designated stock exchanges but not later than the specified time limit and in the event of failure to do so, pay interest to the applicants as provided under the Companies Act, 1956 as disclosed in the offer document.(11)The issuer shall take steps to pay the underwriting 'commission and brokerage to the underwriters, stock brokers, etc. within the time specified in any agreement with such underwriters, stock brokers, etc. or within a reasonable time.(12)The issuer undertakes to furnish such information and particulars regarding the issue as may be required by the lead merchant banker to enable them to file a report with the Board in respect of the issue.(13)The issuer shall keep the lead merchant banker informed if it encounters any problems due to dislocation of communication system or any other material adverse circumstance which is likely to prevent or which has prevented the issuer from complying with its obligations, whether statutory or contractual, in respect of the matters pertaining to allotment, dispatch of refund orders, share certificates or debenture certificates, demat credit, etc.(14)The issuer shall not resort to any legal proceedings in respect of any matter having a hearing on the issue except in consultation with and after receipt of advice from the lead merchant banker.(15)The issuer shall not access the moneys raised in the issue till finalisation of the basis of allotment or completion of issue formalities.(16)The issuer shall refund the moneys raised in the issue to the applicants, if required to do so for any reason such as failing to get listing permission or under any direction or order of the Board. The issuer shall pay requisite interest amount if so required under the laws or direction or order of the Board.(17)(Rights of lead merchant banker vis-a-vis the issuer)................................. (give details).(18)(Consequences of breach) ....................... (give details).In Witness whereof the parties hereto have put their hands on this ............... (date) day of ......... (month) of ............ (year).Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009
III
[See regulation 5(6) and 101(7)]Mandatory Collection Centres(1)The minimum number of collection centres shall be as follows:(a)The four metropolitan centres situated at Mumbai, Delhi, Kolkata and Chennai.(b)All such places where the recognised stock exchanges are located in the region in which the registered office of the issuer is situated;(c)The region-wise collection centres are as indicated hereunder:
| Sr. No. |
Name of the Recognised Stock Exchange |
City |
| (A) |
NORTHERN REGION |
|
| (i) |
Ludhiana Stock Exchange Ltd. |
Ludhiana |
| (ii) |
Delhi Stock Exchange Ltd. |
Delhi |
| (iii) |
Jaipur Stock Exchange Ltd. |
Jaipur |
| (iv) |
U.P. Stock Exchange Ltd. |
Kanpur |
| (B) |
SOUTHERN REGION |
|
| (i) |
Bangalore Stock Exchange Ltd. |
Bangalore |
| (ii) |
Cochin Stock Exchange Ltd. |
Cochin |
| (iii) |
Madras Stock Exchange Ltd. |
Madras |
| (C) |
EASTERN REGION |
|
| (i) |
Calcutta Stock Exchange Association Ltd. |
Kolkata |
| (ii) |
Gauhati Stock Exchange Ltd. |
Gauhati |
| (iii) |
Bhubaneswar Stock Exchange Ltd. |
Bhubaneswar |
| (D) |
WESTERN REGION |
|
| (i) |
Bombay Stock Exchange Ltd. |
Mumbai |
| (ii) |
National Stock Exchange of India Ltd. |
Mumbai |
| (iii) |
OTC Exchange of India Ltd. |
Mumbai |
| (iv) |
Pune Stock Exchange Ltd. |
Pune |
| (v) |
M P Stock Exchange Ltd. |
Indore |
| (vi) |
Vadodara Stock Exchange Ltd. |
Vadodara |
| (vii) |
Ahmedabad Stock Exchange Ltd. |
Ahmedabad |
IV
[See regulations 6(1), 10(2) and 11(4)]Fees to be Paid Along with Offer Document(1)There shall be charged in respect of every draft offer document, every offer document (in case of a fast track issue) and in case of updation of any draft offer document, fees at the rate as specified in Part A and Part B of this Schedule.(2)The fees shall be paid by means of a demand draft drawn in favour of 'the Securities and Exchange Board of India' payable at the place where the draft offer document or offer document or updated draft offer document, as the case may be, is filed with the Board.Part A – Fees to be Paid Along With Draft Offer Document or in case of a Fast Track Issue, Along with Offer Document
(1)There shall be charged in respect of every draft offer document or in case of a fast track issue, every offer document filed by a lead merchant banker with the Board in terms of these regulations, a fee at the following rate:(a)In case of a public issue:
|
Size of the issue, including intendedretention of oversubscription
|
Amount / Rate of fees |
| Less than or equal to ten crore rupees. |
A flat charge of twenty five thousand rupees(Rs.25,000/-).
|
|
More than ten crore rupees, but less than orequal to five thousand crore rupees.
|
0.025 per cent. of the issue size. |
|
More than five thousand crore rupees, but lessthan or equal to twenty five thousand crore rupees.
|
One crore twenty five lakh rupees(Rs.1,25,00.000/-1 plus 0.00625 per cent of the portion of theissue size in excess of five thousand crore rupees(Rs.5000,00,00,000/-).
|
| More than twenty five thousand crore rupees. |
A flat charge of three crore rupees(Rs.3,00,00,000/-).
|
|
Size of the issue, including intendedretention of oversubscription
|
Amount / Rate of fees |
| Less than or equal to ten crore rupees. |
A flat charge of twenty five thousand rupees(Rs.25,000/-).
|
|
More than ten crores rupees and less than orequal to five hundred crore rupees.
|
0.005 per cent. of the issue size. |
| More than five hundred crore rupees. |
A flat charge of five lakh rupees(Rs.5.00.0001-).
|
Part B – Fees to be Paid along with Updated offer Document
Where updations or changes are made in any of the sections specified in para 3 of Schedule VII of these regulations, there shall be charged a fee of ten thousand rupees (Rs.10,000/-) for updations or changes per section, subject to total fee not exceeding one fourth (I/4th) of the filing fees paid at the time of filing the draft document with the Board or rupees fifty thousand, whichever is higher.Securities And Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009
V
[See regulations 6(6) and 101(4)]Manner of Submission of Soft Copy of Draft Offer Document and Offer Document To the Board(1)The soft copies of draft and final offer document shall be submitted in PDF format in a compact disk placed in a sealed envelope.(2)One compact disk shall contain the draft or final offer document of only one issue and in single file.(3)While submitting the compact disk, the lead merchant banker shall, inter alia, certify to the Board that the information contained in the compact disk contains all text and data in a systematic order, matches exactly with the contents of the hard copy of the offer document and satisfies the requirements of this Schedule.(4)The compact disk containing the offer document shall have a sticker duly pasted giving the following information:(a)The name of the merchant banker;(d)Signature of the person who has signed the due diligence certificate.(5)The sticker on the compact disk containing final offer document shall mention all the information as stated in clause (4) and the following additional information:(a)Date of registering red herring prospectus or the prospectus with the Registrar of Companies or filing the letter of offer with the designated stock exchanges(6)If the requirements of this Schedule are not fulfilled, the offer document would be liable to be rejected.(7)The lead merchant bankers shall, within one day of the hosting of offer document on the website (if the next day is a holiday, on the first working day), confirm to the Board in writing that the contents of the offer document appearing on the website are in order.(8)The following information shall also be submitted with soft copies of the offer documents:
| Sr.No. |
Particulars |
Comments |
| (i) |
Soft copy submitted by: |
|
| (ii) |
Content Title: |
|
| (iii) |
Whether the Documents are in PDF Format? |
YES/NO |
| (iv) |
Whether the tabular data in the PDF format arein order?
|
YES/NO/N.A |
| (v) |
Whether the Sr. Numbers of paragraph/points arein order and matches with the printed copy?
|
YES/NO/N.A. |
| (vi) |
Whether the alignments of all paragraphs are inorder?
|
YES/NO |
| (vii) |
Whether all relevant image files, if any areavailable in the compact disk?
|
YES/NO/N.A. |
| (viii) |
Whether the contents of the PDF format and hardcopy of the offer document have been compared and found to be inorder?
|
YES/NO |
| (ix) |
Whether the spacing between lines and paragraphsis uniform?
|
YES/NO |
| (x) |
Remarks, if any |
|
VI
Formats of Due Diligence CertificatesForm A[See regulations 8(1)(c) and 10(3)(a)]Format of Due Diligence Certificate To Be Given By Merchant Banker Along With Draft offer DocumentTo,Securities and Exchange Board of IndiaDear Sirs,Sub.: Public/Rights Issue of ............... by ..................... (Name of the Issuer)We, the lead merchant banker(s) to the above mentioned forthcoming issue, state and confirm as follows:(1)We have examined various documents including those relating to litigation like commercial disputes, patent disputes, disputes with collaborators, etc. and other material in connection with the finalisation of the draft red herring prospectus (in case of a book built issue) / draft prospectus On case of a fixed price issue) / letter of offer (in case of a rights issue) pertaining to the said issue;(2)On the basis of such examination and the discussions with the issuer, its directors and other officers, other agencies, and independent verification of the statements concerning the objects of the issue, price justification and the contents of the documents and other papers furnished by the issuer, WE CONFIRM that:(a)the draft red herring prospectus/ draft prospectus/ draft letter of offer filed with the Board is in conformity with the documents, materials and papers relevant to the issue;(b)all the legal requirements relating to the issue as also the regulations guidelines, instructions, etc. framed/issued, by the Board, the Central Government and any other competent authority in this behalf have been duly complied with; and(c)the disclosures made in the draft red herring prospectus/draft prospectus/draft letter of offer are true, fair and adequate to enable the investors to make a well informed decision as to the investment in the proposed issue and such disclosures are in accordance with the requirements of the Companies Act, 1956, the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 and other applicable legal requirements.(3)We confirm that besides ourselves, all the intermediaries named in the draft red herring prospectus/ draft prospectus/ draft letter of offer are registered with the Board and that till date such registration is valid.(4)We have satisfied ourselves about the capability of the underwriters to fulfil their underwriting commitments.(5)We certify that written consent from promoters has been obtained for inclusion of their specified securities as part of promoters' contribution subject to lock-in and the specified securities proposed to form pan of promoters' contribution subject to lock-in shall not be disposed i sold / transferred by the promoters during the period starting from the date of filing the draft red herring prospectus/draft prospectus with the Board till the date of commencement of lock-in period as stated in the draft red herring prospectus/draft prospectus.(6)We certify that regulation 33 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, which relates to specified securities ineligible for computation of promoters contribution, has been duly complied with and appropriate disclosures as to compliance with the said regulation have been made in the draft red herring prospectus/draft prospectus.(7)We undertake that sub-regulation (4) of regulation 32 and clause (c) and (d) of sub-regulation (2) of regulation 8 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 shall be complied with. We confirm that arrangements have been made to ensure that promoters' contribution shall be received at least one day before the opening of the issue. We undertake that auditors' certificate to this effect shall be duly submitted to the Board. We further confirm that arrangements have been made to ensure that promoters' contribution shall be kept in an escrow account with a Scheduled Commercial Bank and shall be released to the issuer along with the proceeds of the public issue.(8)We certify that the proposed activities of the issuer for which the funds arc being. raised in the present issue fall within the 'main objects' listed in the object clause of the Memorandum of Association or other charter of the issuer and that the activities which have been carried out until now are valid in terms of the object clause of its Memorandum of Association.(9)We confirm that necessary arrangements have been made to ensure that the moneys received pursuant to the issue are kept in a separate bank account as per the provisions of sub-section (3) of section 73 of the Companies Act, 1956 and that such moneys shall be released by the said bank only after permission ids obtained from all the stock exchanges mentioned in the prospectus/ letter of offer. We further confirm that the agreement entered into between the bankers to the issue and the issuer specifically contains this condition.(10)We certify that a disclosure has been made in the draft red herring prospectus/draft prospectus/ draft letter of offer that the investors shall be given an option to get the shares in demat or physical mode.(11)We certify that all the applicable disclosures mandated in the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 have been made in addition to disclosures which, in our view, are fair and adequate to enable the investor to make a well informed decision.(12)We certify that the following disclosures have been made in the draft red herring prospectus/ draft prospectus/ draft letter of offer:(a)An undertaking from the issuer that at any given time, there shall he only one denomination for the equity shares of the issuer and(b)An undertaking from the issuer that it shall comply with such disclosure and accounting norms specified by the Board from time to time.(13)We undertake to comply with the regulations pertaining to advertisement in terms of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 while making the issue.(14)We enclose a note explaining how the process of due diligence has been exercised by us in view of the nature of current business, background or the issuer, situation at which the proposed business stands, the risk factors, promoters experience ,etc.(15)We enclose a checklist confirming regulation-wise compliance with the applicable provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, containing details such as the regulation number, its text, the status .of compliance, page, number of the draft red herring, prospectus/ draft prospectus/ draft letter of offer where the regulation has been complied with and our comments, if any.Place:Date:Merchant Banker(s) to the Issuewith Official Seal(s)Note: The requirements in items 5, 6 and 7 are not applicable in case of a rights issue.Form B[See regulations 8(1)(d) and 10(3)(b)]Format of Due Diligence Certificate To Be Given By Debenture Trustee Along With Draft Offer DocumentTo,Securities and Exchange Board of IndiaDear Sirs,Sub.: Public/Rights Issue of ...................... by .......................... (Name of the Issuer)We, the debenture trustees to the above mentioned forthcoming issue, state as follows:(1)We have examined the documents pertaining to the said issue.(2)We have also examined the relevant documents pertaining to the security to be created.(3)On the basis of such examination and of the discussions with the Issuer. its directors and other officers, other agencies and of independent verification, of the various relevant documents. We Confirm that:(a)The issuer has made adequate provisions for and/or has taken steps to provide for adequate security/asset cover for the secured convertible debt instruments to be issued.(b)The issuer has obtained the permissions / consents necessary for creating security on the property as second charge/pan passu charge (wherever applicable)(c)The issuer has made all the relevant disclosures about the security/asset cover(d)The issuer has made all the relevant disclosures about its continued obligations towards the holders of convertible debt instruments.(e)Alt disclosures made in the draft prospectus/letter of offer with respect to the convertible debt instruments are true, fair and adequate to enable the investors to make a well informed decision as to the investment in the proposed issue.(4)We have satisfied ourselves about the ability of the issuer to service the debt securities.Place:Date:Debenture Trustee to the Issuewith his Official SealNote: With respect to the issue of unsecured convertible debt instruments, the debenture trustee shall not certify and confirm the requirements stated in item 2 and sub-item (a), (b) and (c) of item 3 above.Form C[See regulation 8(2)(b)]Format of Due Diligence Certificate to be given by Merchant Banker at the Time of Registering Offer Document with the Registrar of Companies/Filing Letter of Offer with the Designated Stock ExchangeTo,Securities and Exchange Board of IndiaDear Sirs,Sub.: Public/Rights Issue of ............. by ............... (Name of the Issuer)(1)This is to certify that the red herring prospectus (in case of a book built issue) / prospectus (in case of a fixed price issue) registered with the Registrar of Companies / letter of offer filed with the designated stock exchange (in case of a rights issue) on .... (date) was suitably updated under intimation to the Board and that the said red herring prospectus/prospectus or letter of offer contains all the material disclosures in respect of the issuer as on the said date.(2)We confirm that the registrations of all the intermediaries named in the red herring prospectus/prospectus or letter of offer are valid as on date and that none of these intermediaries have been debarred from functioning by any regulatory authority.(3)We confirm that written consent from promoters has been obtained for inclusion of their securities as part of promoters' contribution subject to lock-in.(4)We further confirm that the securities proposed to form part of promoters' contribution and subject to lock-in, have not been disposed / sold / transferred by the promoters during the period starting from the date of filing the draft prospectus with the Board till date.(5)We confirm that agreements have been entered into with both the depositories for dematerialisation of the securities of the issuer.(6)We certify that as per the requirements of first proviso to sub-regulation (4) of regulation 32 of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, cash flow statement has been prepared and disclosed in the red herring prospectus and/or prospectus.Place:Date:Merchant Banker(s) to the Issuewith Official Seal(s)Note: The requirements in items 3, 4 and 6 above are not applicable in case of a rights issue.Form D[See regulation 8(2)(e)]Format of Due Diligence Certificate to be Given by Merchant Banker Immediately before Opening of the IssueTo,Securities and Exchange Board of IndiaDear Sirs,Sub.: Public/Rights Issue of ........... by ........... (Name of the Issuer)(1)This is to certify that all the material disclosures in respect of the issuer as on the date of opening of the issue have been made through the red herring prospectus (in case of a book built issue) / prospectus (in case of a fixed price issue) registered with the Registrar of Companies /letter of offer filed with the designated stock exchange (in case of a rights issue) on ......... (date) and subsequent amendments/ advertisements (if applicable) dated ............ (Details of advertisements to be enclosed), We confirm:(a)that the registrations of all the intermediaries named in the red herring prospectus/prospectus /letter of offer, are valid as on date and that none of these intermediaries have been debarred from functioning by any regulatory authority as on date.(b)that the securities proposed to form part of promoters' contribution and subject to lock-in, have not been disposed / sold / transferred by the promoters during the period starting from the date of filing the draft prospectus with the Board till date.(c)that the abridged prospectus/letter of offer contains all the disclosures as specified in the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009.Place:Date:Merchant Banker(s) to the Issuewith Official Seal(s)Note: The requirements in item 2(b) above are not applicable in case of a rights issue.Form E[See regulation 8(2)(f)]Format of Due Diligence Certificate to be given by Merchant Banker after Opening of the Issue but before Closure of SubscriptionTo,Securities and Exchange Board of IndiaDear Sirs,Sub.: Public/Rights Issue of ........... by ............ (Name of the Issuer)(1)This is to certify that all the material disclosures in respect of the issuer as on date have been made through the red herring prospectus (in case of a book built issue) / prospectus (in case of a fixed price issue) registered with the Registrar of Companies / letter of offer filed with the recognised stock exchange (in case of a rights issue), on ............ (date) and subsequent amendments/ advertisements (if applicable) dated ............ (Details of advertisements to be enclosed).(2)We confirm that the registrations of all the intermediaries named in the red herring prospectus/prospectus/letter of offer, are valid as' on date and that none of these intermediaries have been debarred from functioning by any regulatory authority as on date.(3)We also confirm that the specified securities proposed to form part of promoters' contribution and subject to-lock-in. have not been disposed / sold / transferred by the promoters during the period starting from the date of filing the draft prospectus with the Board till date.Place:Date:Merchant Banker(s) to the Issuewith Official Seal(s)Note: The requirement in item 3 above is not applicable in case of a rights issue.Form F(See regulation 10(3)(a)]Additional Confirmations/Certification to be given by Merchant Banker in Due Diligence Certificate to be Given Along with Offer Document for Fast Track Issue(1)We confirm that none of the intermediaries named in the red herring prospectus (in case of a book built issue)/prospectus (in case of a fixed price issue)/letter of offer (in case of a rights issue) have been debarred from functioning by any regulatory authority.(2)We confirm that the issuer is eligible to make fast track issue in terms of regulation 10 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009. The fulfilment of the eligibility criteria as specified in that regulation, by the issuer, has also been disclosed in the red herring prospectus (in case of a book built issue)/prospectus (in case of a fixed price issue)/letter of offer (in case of a rights issue).(3)We confirm that all the material disclosures in respect of the issuer have been made in the red herring prospectus (in case of a book built issue)/prospectus (in case of a fixed price issue)/letter of offer (in case of a rights issue) and certify that any material development in the issuer or relating to the issue up to the commencement of listing and trading of the specified securities offered through this issue shall be informed through public notices/advertisements in all those newspapers in which pre-issue advertisement and advertisement for opening or closure of the issue have been given.(4)We confirm that the abridged prospectus/abridged letter of offer contains all the ctisciosures as specified in the Securities and Exchange Board of India (Issue of Capital and DiSCIOSUTe Requirements) Regulations, 2009.(5)We confirm that agreements have been entered into with the depositories for dematerialisation of the specified securities of the issuer.(6)We certify that as per the requirements of first proviso to sub-regulation (4) of regulation 32 of Securities and Exchange board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, cash flow statement has been prepared and disclosed in the red. herring prospectus and/or prospectus.Place:Date:Merchant Banker(s) to the Issuewith Official Seal(s)Form G[See regulation 65(3)]Format of Due Diligence Certificate to be given by Merchant Banker along with Final Post Issue ReportTo,Securities and Exchange Board of IndiaDear Sirs,Sub.: Public issue of ............. by .............. (Name of Issuer)We, the under noted post issue lead merchant bankers to the abovementioned issue state as follows:(1)We confirm that -(a)the certificates in respect of locked-in specified securities have been stamped 'not transferable' indicating the period of non-transferability;(b)if the specified securities offered for lock-in are in dematerialised form, non transferability details have been informed to the depositories;(c)details of lock-in have been provided to all the stock exchanges on which specified securities are to be listed, before the listing of the specified securities.(2)We certify that specified securities included as minimum promoters' contribution and the specified securities in excess of minimum promoters' contribution have been locked-in in terms of regulation 36 of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009.(3)We certify that provisions regarding lock-in of specified securities held by persons other than promoters have been duly complied with in accordance with regulation 37 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009.Place:Date:Merchant Banker(s) to the Issuewith Official Seal(s)Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009
VII
[See regulation 11(4)]Nature of Updation/changes in the Offer Document and Consequent Steps therein Requiring Filing of Updated Offer Document(1)Changes which require fresh filing of the draft offer document with the Board, along with fees. - If changes are made in the offer document with respect to the following, the issuer shall file fresh draft offer document with the Board in terms of regulation 6, along with the fees as specified in Part A of Schedule IV:(a)Change in promoter or persons in control of the issuer.(b)Change in more than half of the board of directors of the issuer.(c)Change in main object clause of the issuer.(d)Any addition or deletion to objects of the issue resulting in a change in estimated issue size or estimated means of finance by more than ten per cent.(e)Any increase or decrease in estimated issue size by more than ten per cent(f)Any increase or decrease in estimated deployment in any of the objects of the issue by more than ten per cent.(g)Changes which may result in non-compliance with the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 and the lead merchant banker intends to seek relaxation under regulation 109 of the said regulations.(2)Changes which require filing of the updated offer document with the Board, along with fees. - (a) If changes are made in the offer document with respect to the following, the issuer shall file an updated offer document with the Board, along with payment of fees as specified in Schedule IV of these regulations:(i)Section 1: Risk Factors. - Any material development which may result in potential risk and may require updation in this section.(ii)Section 2: Capital Structure. - An aggregate increase of 5% or more in the shareholding of the promoter or promoter group or an aggregate increase of 5% or more in the shareholding of the top ten shareholders.(iii)Section 3: Issue Size. - Any addition or deletion to the objects of the issue resulting in a change in the estimated issue size or estimated means of finance by not more than 10%.(iv)Section 4: Management. - Appointment of any new director.(v)Section 5: Promoter Group. - Any addition to the promoter group or group companies.(vi)Section 6: Financial Statements. - Any variation in net profit after tax or net toss after tax and/ or extraordinary items in excess of 10% over the last updated financials submitted to SEBI.(vii)Section 7: Legal and other information. - Any new litigation or any development about a pending litigation which is material in view of the merchant bankers.(b)After filing the updated offer document with the Board, the issuer shall proceed with the issue after receiving a conformation to this effect from the Board.(3)Changes which require filing of updated offer document with the Board, without fees. - All other changes/ updations in the offer document which are not covered under paras (1) and (2) above shall be carried out in the offer document and updated offer document shall be filed with the Board without fees.Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009
VIII
[See regulations 14(3), 37(a), 44, 45(1)(f), 57(2)(a), 57(2)(b), 58(1) and 58(2)]Disclosures in Offer Document, Abridged Prospectus and Abridged Letter of OfferThe words "group companies", wherever they occur, shall mean companies, firms, ventures, etc. promoted by the promoters of the issuer, irrespective of whether such entities are covered under section 370 (1)(B) of the Companies Act, 1956 or not.Part A – [See regulations 14(3), 37(a), 44,45(1)(f), 57(2)(a)) and 57(2)(b)]
Disclosures In Red Herring Prospectus, Shelf Prospectus and Prospectus(1)Instructions. - (a) Only relevant and updated information and statistics shall be disclosed in the offer document. Further, the source and basis of all statements or claims made shall be disclosed. Terms such as "market leader. "leading player", etc. shall not be used unless they can be substantiated by proper source of information which shall be disclosed.(b)All blank spaces in the draft offer document shall be filled up with appropriate data before registering the offer document with the Registrar of Companies or filing the same with the recognised stock exchanges.(c)Simple English for easy understanding of the contents of the offer document may be used. The technical terms used in explaining the business of the issuer may be clarified using simple terms to ensure better understanding by investors.(d)Wherever it is mentioned in the offer document that details are given elsewhere in the document, the same shall be adequately cross-referenced by indicating the page and paragraph numbers.(e)The offer document should not make any forward looking statements that cannot be substantiated.(f)Consistency may be ensured in the style of disclosures. If first person is used, the same may be used through out. Sentences that contain a combination of first and third persons may be avoided(g)The issuer shall ensure that all material matters informed or reports circulated prior to the issue or thereafter by the issuer or any person on its behalf or attributed or attributable to the issuer having a material bearing in taking an informed decision shall also be covered in the offer document, except to the extent specifically disallowed under the regulations.(2)An issuer making a public issue of specified securities shall make the following disclosures in the offer document. However, an issuer making a fast track issue of specified securities may not make the disclosures specified in Part B of this Schedule in the offer document. Further, an issuer making a further public offer of specified securities may not make the disclosures specified in Part C of this Schedule, in the offer document, if it satisfies the conditions specified in para 2 of that Part:(I)Cover Pages. - The cover page shall be of adequate thickness (preferably minimum hundred gem quality).(A)Front Cover Pages. - (1) The front outside and inside cover pages of the offer document shall be white and no pattens or pictures shall be printed on these pages.(2)The front outside cover page of the offer document shall contain only the following issue details:(a)The type of offer document ("Red Herring Prospectus"/"Shelf Prospectus"/"Prospectus").(b)The name of the issuer, date and place of its incorporation, its logo, address of its registered office, its telephone number, fax number, contact person, website address, e-mail address and where there has been any change in the address of the registered office or the name of the issuer, reference to the page of the offer document where details thereof are given.(c)The names of the promoters of the issuer.(d)The nature, number, price and amount of specified securities offered and issue size, as may be applicable.(e)The aggregate amount proposed to be raised through all the stages of offers of specified securities made through the shelf prospectus.(f)The following clause on 'Risks in relation to the First Issue' (wherever applicable) shall be incorporated in a box format in case of an initial public offer. -"This being the first issue of the issuer, there has been no formal market for the securities of the issuer. The face value of the equity shares is (-----) and the issue price / floor price / price band is 'X-times of the face value. The issue price / floor price / price band (has been determined and justified by the lead merchant banker and the issuer as stated under the paragraph on "Basis for Issue Price") should not be taken to be indicative of the market price of the specified securities after the specified securities are listed. No assurance can be given regarding an active or sustained trading in the equity shares of the issuer nor regarding the price at which the equity shares will be traded after listing."(g)The following clause on 'General Risk' shall be incorporated in a box format. -"Investment in equity and equity related securities involve a degree of risk and investors should not invest any funds in this offer unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in 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 the Securities and Exchange Board of India (SEBI) nor does SEBI guarantee the accuracy or adequacy of this document. Specific attention of investors is invited to the statement of 'Risk factors' given on page number(s) .. under the section `General Risks'"(h)The following clause on 'Issuer's Absolute Responsibility' clause shall be incorporated in a box format. -"The issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this offer document 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 offer document 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)The names, logos and addresses of all the lead merchant bankers with their titles who have signed the due diligence certificate and filed the offer document with the Board, along with their telephone numbers, fax numbers, website addresses and e-mail addresses.(j)The name, logo and address of the registrar to the issue, along with its telephone number, fax number, website address and e-mail address.(i)Date of opening of the issue.(ii)Date of closing of the issue.(iii)Date of earliest closing of the issue, if any.(l)Credit rating, if applicable.(m)The following, details under the heading "IPO Grading" shall be incorporated in case of an initial public offer: All the grades obtained for the initial public offer and reference to the page number(s) on which the details of IPO grading are given.(n)The name(s) of the recognised stock exchanges where the specified securities are proposed to be listed and the details of in-principle approval for listing obtained from these stock exchanges.(B)Back Cover Pages. - The back inside cover page and back outside cover page shall be in white.(II)Table of Contents. - The table of contents shall appear immediately after the front inside cover page.(III)Definitions and Abbreviations. - (A) Conventional or general terms.(C)Issuer and industry related terms.(IV)Risk Factors. - (A) The risk factors, other than those specified in sub-paras. (fi, (g) and (h) of para. (2) of sub-item (A) of Item (I) above, shall be printed in clear readable font (preferably of minimum point ten size).(B)The risk factors shall be classified as those which are specific to the project and internal to the issuer and those which are external and beyond the control of the issuer.(C)The risk factors shall be determined on the basis of their materiality. In determining the materiality of risk factors, the following shall be considered :(1)Some risks may not be material individually but may be material when considered collectively.(2)Some risks may have an impact which is qualitative though not quantitative.(3)Some risks may not be material at present but may have a material impact in the future.(D)The risk factors shall appear in the offer document in the following manner:(1)The risks envisaged by the management.(2)The proposals, if any, to address the risks and the manner in which the same are proposed to be addressed.(E)The proposals to address risks shall not contain any speculative statement on the positive outcome of any litigation, etc.(F)The proposals to address risks shall not be given for any matter that is sub-judice before any Court / Tribunal.(G)The risk factors shall be disclosed in the descending order of materiality. Wherever risks about material impact are stated, the financial and other implications of the same shall be disclosed. If it cannot be quantified, a distinct statement about the fact that the implications cannot be quantified shall be made.(H)The disclosures of Risk factors shall include, where applicable, the following:(1)The criminal charges under Indian Penal Code and violations of securities law;(2)All statutory clearances and approval that are yet to be received by the issuer;(3)The seasonality of the business of the issuer;(4)The issue of specified securities by the issuer within the last twelve months at a price lower than the issue price;(5)The non-identification of acquisition targets, where any object of the issue is to finance acquisitions, along with the details of interim use of funds and the probable date of completing the acquisitions;(6)If the industry segment for which the issue is proposed by the issuer has contributed to less than twenty five per cent. of the revenues of the issuer in the last three fiscal years.(7)The dependence of the issuer or any of its business segments, upon a single customer or a few customers, the loss of any one or more of which would have a material adverse effect on the issuer.(8)The refusal of listing of any securities of the issuer or any of its subsidiaries or associates at any time by any of the recognised stock exchanges in India or abroad.(9)The failure of the issuer or any of its subsidiary or group companies to meet the listing requirements of any recognised stock exchange(s) in India or abroad and the details of penalty, if any including suspension of trading, imposed by such exchange(s).(10)The trading of any securities of the issuer on stock exchanges or in OTC market, if limited or sporadic.(11)In case of outstanding debt instruments issued to public or to any person on private placement basis by the issuer, the default in compliance with the material covenants such as in creation of full security as per terms of issue, default in payment of interest, default in redemption, non-creation of debenture redemption reserve, default in payment of penal interest wherever applicable non-availability or non-maintenance of asset cover interest cover, debt service cover etc.(12)The fact that the unsecured loans taken by the issuer promoter group companies or associates can be recalled by the lenders at any time.(13)The default in repayment of deposits or payment of interest thereon. The roll over of liability, if any.(14)The potential conflict of interest, if promoters or directors of the issuer are involved with one or more ventures which are in the same line of activity or business as that of the issuer.(15)The shortfall in performance vis-a-vis objects stated in the previous issues of the issuer and group companies, as disclosed under the heading "Performance vis-a-vis Objects" in the section "Other Regulatory and Statutory Disclosure", quantifying such shortfall or delays.(16)The interests of the promoters, directors or key management personnel of the issuer, other than reimbursement of expenses incurred or normal remuneration or benefits.(17)The portion of the issue proceeds, if proposed to be paid to the promoters, directors or key management personnel of the issuer or the group companies.(18)The relationship, if any, of the entitles from whom the issuer has acquired the land or proposes to acquire land, with any of the promoters or directors or the issuer, along with the relevant details.(19)The lack of adequate background and experience of the promoters of the issuer in the activities for which the issue is proposed.(20)The excessive dependence on key management personnel for the project for which the issue is proposed.(21)The loss making group companies of the issuer.(22)Any investment in debt instruments which are unsecured or which carry interest rate lower than the market rate.(23)The non-provision for decline in the value of investments.(24)A summary of the outstanding litigations, disputes, non-payment of statutory dues, overdoes to banks or financial institutions defaults against banks or financial institutions, contingent liabilities not provided for, the details of proceeding initiated for economic offences or civil offences or civil offences (including the past cases, if found guilty), any disciplinary action taken by the Board or recognised stock exchanges, etc., pertaining to the issuer, promoter and whole time directors of the issuer and group companies, along with the nature of the litigation, quantum of funds involved, with a cross reference to the page where the detailed disclosures have been made in the offer document. If any the above mentioned litigations, etc., arise after the filing the draft offer document the facts shall be incorporated appropriately in the offer document.(25)The delay, if any, in the schedule of the implementation of the project for which the funds are being raised in the public issue.(26)The fact that the deployment of the issue proceeds is entirely at the discretion of the issuer and is not subject to any monitoring by any independent agency.(27)Negative cash flow, if any.(28)The fact that the land is not registered in the name of the issuer.(29)Any lack of arrangements in place for borrowings, bank finance or institutional finance in respect of working capital requirements.(30)Any restrictive covenants, as regards interests of equity shareholders, in a shareholders' agreement, promoters agreement or any agreement for short term (secured and unsecured) and long term borrowings.(31)All disputed or contested tax demands and other government claims, along with the disclosures of amount, period for which such demands or claims are outstanding, financial implications and the status of the case.(32)The existence of large number of pending investor grievances against the issuer and other listed companies under the same management within the meaning of section 370 (1B) of the Companies Act, 1956.(33)The risks associated with second or residual charge or subordinated obligation created on the asset cover, in case of issue of secured convertible debt instruments.(34)The risk associated with orders not having been placed for plant and machinery indicating the percentage and value terms of the plant and machinery for which orders are yet to be placed.(V)Prominent Notes. - This section shall contain notes which are required to be given prominence and shall also include the following:(A)A disclosure to the effect that "the investors may contact any of the merchant bankers who have submitted the due diligence certificate to the Board for any complaint pertaining to the issue".(B)The net worth before the issue (as per latest audited financial statement disclosed in the offer document) and issue size.(C)The cost per share to the promoters and book value per share.(D)The details of the group companies having business interests or other interest in the issuer.(E)The details of transaction by the issuer with group or subsidiary companies during the last year, the nature of transactions and the cumulative value of transactions.(F)If there is a change in the name of the issuer at any time during the last three years immediately preceding the date of filing draft offer document with the Board, the reasons for the change and whether and when the objects clause of Memorandum of Association was amended to carry on activities as reflected by the new name.(G)The details of all financing arrangements whereby the promoter group, the directors of the company which is a promoter of the issuer, the directors of the issuer and their relatives have financed the purchase by any other person of securities of the issuer other than in the normal course of the business of the financing entity during the period of six months immediately preceding the date of filing draft offer document with the Board.(IV)Introduction. - (A) Summary:(1)The summary of the industry and business of the issuer. The summary shall not be one-sided to disclose the highlights of the issuer or issue.(2)Issue details in brief.(3)Summary consolidated financial, operating and other data.(B)General Information. - (1) The name and address of the registered office and the registration number of the issuer, along with the address of the Registrar of Companies where the issuer is registered.(2)The board of directors of the issuer.(3)The brief details of the chairman, managing director, whole time directors, etc. of the issuer.(4)The names, addresses, telephone numbers, fax numbers and e-mail addresses of the Company Secretary, legal advisor and bankers to the issuer.(5)The name, address, telephone number, fax number and e-mail address of the compliance officer.(6)The names, addresses, telephone numbers, fax numbers, contact person, website addresses and e-mail addresses of the merchant bankers, co-managers, registrars to the- issue, bankers to the issue, brokers to the issue, syndicate members, Self Certified Syndicate Banks, etc.(7)The names, addresses, telephone numbers, fax numbers and e-mail addresses of the auditors of the issuer.(8)The statement of inter-se allocation of responsibilities among lead merchant bankers, where more than one merchant banker is associated with the issue.(9)The following details of credit rating, in case of a public issue of convertible debt instruments:(a)The names of all the credit rating agencies from which credit rating including unaccepted rating has been obtained for the issue of convertible debt instruments.(b)The details of all the credit ratings including unaccepted rating obtained for the issue of convertible debt instruments.(c)All the credit ratings obtained during three years prior to the filing the offer document for any of the issuer's listed convertible debt instruments at the time of accessing the market through a convertible debt instrument.(10)The following details of IPO Grading:(a)The names of all the credit rating agencies from which grading has been obtained for the initial public offer of specified securities.(b)The details of all the grades obtained from such credit rating agencies.(c)The rationale or description of the grading(s) so obtained, as furnished by the credit rating agency(ies).(11)The names, addresses, telephone numbers, fax numbers, website addresses and e-mail addresses of the trustees under debenture trust deed, in case of a public issue of convertible debt instruments.(12)The name of the monitoring agency, if appointed and the disclosure as to whether the appointment is pursuant to regulation 16 of these regulations.(13)The name, address, telephone number and .e-mail address of the appraising entity, in case the project has been appraised.(14)Where the issue is being made through the book building process, the details in brief explaining the book building process.(15)The details of underwriting, if any:(a)The names, addresses, telephone numbers, fax numbers and e-mail addresses of the underwriters and the amount underwritten by them.(b)Declaration by the board of directors of the issuer that the underwriters have sufficient resources to discharge their respective obligations.(c)In case of partial underwriting of the issue, the extent of underwriting.(d)The details of final underwriting arrangement indicating actual number of specified securities underwritten, in the prospectus or red herring prospectus before it is registered with Registrar of Companies.(e)The underwriting agreement shall list out the role and obligations of each syndicate member and inter-alia contain a clause stating that margin collected from categories other than qualified institutional buyers shall be uniform across the book runner(s) or syndicate members for each such category, indicating the percentage to be paid as margin by the investor at the time of bidding.(C)Green Shoe Option, if applicable. - (1) The name of the stabilising agent.(2)The maximum number of equity shares, in number and as a percentage of the proposed issue size, proposed to be over-allotted by the issuer.(3)The period for which the issuer proposes to avail of the stabilisation mechanism.(4)The maximum increase in the equity share capital of the issuer and the shareholding pattern, post-issue, in case the issuer is required to allot further equity shares to the extent of over-allotment in the issue.(5)The maximum amount of funds to be received by the issuer in case of further allotment and the use of these additional funds shall be disclosed in the offer document.(6)The details of the agreement or arrangement entered into by the stabilising agent with the promoters or shareholders to borrow equity shares from the latter. The details shall, inter-alia, include the name of the promoters or shareholders, their existing shareholding in the issuer, the number and percentage of equity shares to be lent by them and other important terms and conditions including rights and obligations of each party.(7)The exact number of equity shares to be allotted pursuant to the public issue, stating separately the number of equity shares to be borrowed from the promoters or shareholders and over-allotted by the stabilising agent and the percentage of such equity shares in relation to the total issue size.(D)Capital Structure. - (1) The capital structure shall be presented in the following manner in a tabular form:(a)The authorised, issued, subscribed and paid up capital (number of securities, description and aggregate nominal value).(b)Size of the present issue, giving separately the promoters' contribution, reservation for specified categories and net offer to public (number of securities, description, aggregate nominal value and issue amount (to be disclosed in that order), names of the group companies if reservation has been made for shareholders of the group companies and applicable percentages may be given in case of a book built issue).(ii)After conversion of convertible instruments (if applicable).(d)Share premium account (before and after the issue).(2)The following notes shall be incorporated after the details of capital structure:(a)The details of the existing share capital of the issuer in a tabular form, indicating therein with regard to each allotment, the date of allotment, the number of shares allotted, the face, value of the shares allotted and the form of consideration.(b)Where shares have been issued for consideration other than cash or out of revaluation reserves at any point of time, the details shall be furnished in a separate table, indicating the date of issue, persons, to whom issued, price, reasons for the issue and whether any benefits have accrued to the issuer out of the issue.(c)Where shares have been allotted in terms of any scheme approved under sections 391-394 of the Companies Act, 1956, the fact, shall be distinctly stated and the details of such shares allotted shall be given, along with the page numbers of the offer document where extensive details of such scheme is given.(d)In case of bonus shares made out of revaluation reserves, the same shall be separately mentioned indicating the date of issue and, the date of revaluation of assets.(e)The disclosures specified at paras (a) to (d) above shall be subject to the following:(i)Where the issuer, has issued equity shares under one or more employee stock option schemes, particulars of equity shares issued under the employee stock option schemes may be aggregated quarter-wise, indicating the aggregate number of equity shares issued and the price range within which equity shares have been issued in each quarter.(ii)Where item (i) is applicable, a document giving date-wise details of equity shares issued under employee stock option schemes, including the price at which such equity shares were issued, shall be made available as a material document for, inspection,(f)If the issuer has made any issue of specified securities at a price lower than the issue price during the preceding one year, specific details of the names of the persons to whom such specified securities have been issued, whether they are part of promoters group, reasons for such issue and the price shall be given.(g)The proposal or intention, negotiations and consideration of the issuer to alter the capital structure by way of split or consolidation of the denomination of the shares, or issue of specified securities on a preferential basis or issue of bonus or rights or further public issue of specified securities or qualified institutions placement, within a period of six months from the date of opening of the, present issue.(h)The total shareholding of the promoters in a tabular form, clearly stating the name of the promoter, nature of issue, date of allotment, number of shares, face value, issue price/ consideration, date when the shares were made fully paid up, percentage of the total pre and post issue capital, the lock in period, if any and the number and percentage of pledged shares, if any, held by each promoter.(i)The details of. - (i) the aggregate shareholding of the promoter group and of the directors of the promoters, where the promoter is a body corporate.(ii)the aggregate number of specified securities purchased or sold by the promoter group and/or by the directors of the company which is a promoter of the issuer and/or by the directors of the issuer and their immediate relatives (as defined in sub-clause (ii) of clause (zc) of sub-regulation (1) of regulation 2 within six months immediately preceding the date of filing draft offer document with the Board..(iii)an financing arrangements whereby the promoter group, the directors of the company which is a promoter of the issuer, the directors of the issuer and their relatives have financed the purchase by any other person of securities of the issuer other than in the normal course of the business of the financing entity during the period of six months immediately preceding the date of filing draft offer document with the Board.(iv)the maximum and minimum price at which purchases and sales referred to in clause (ii) were made, along with the relevant dates.(j)Promoters' contribution. - (i) The details of promoters' contribution and lock-in period in a tabular form, separately in respect of each promoter, stating the date of allotment of specified securities, the date when fully paid up, the nature of allotment (rights, bonus, preferential etc.), the number, face value and issue price, the percentage of promoters' contribution to total issued capital and the date upto which the specified securities are subject to lock-in.(ii)In the case of an initial public offer, the details regarding individual allotments shall be given from the date of incorporation of the issuer. In the case of a listed issuer, the details shall be given for five years immediately preceding the date of filing the draft offer document.(iii)The shares acquired by promoters through public issue, rights issue, preferential issue, bonus issue, conversion of depository receipts or under any employee stock option scheme or employee stock purchase scheme shall be shown separately from the shares acquired in the secondary market. The aggregate cost of shares acquired in the secondary market, if available.(iv)The details of compliance with regulation 32 has been complied with.(v)If the issuer is exempt from the requirements of promoters' contribution, the relevant provisions under which it is exempt.(vi)A statement that promoters' contribution has been brought in to the extent of not less than the specified minimum lot and from persons defined as promoters under these regulations.(vii)A statement that the promoters undertake to accept full conversion, if the promoters' contribution is in terms of the same optionally convertible debt instrument as is being offered to the public.(k)A statement that the issuer, its directors or the lead merchant bankers have not entered into any buy back arrangements for purchase of the specified securities of the issuer, other than the arrangements, if any, entered for safety net facility as permitted in the Regulations. In case any safety net is provided in the issue, the lead merchant banker shall certify that the person offering the safety net has the ability to honour the commitments and disclose the same in the offer document. Further, complete details shall be given regarding safety net arrangements such as number of specified securities covered, duration, price, complete terms of guarantee, if any, given by any person, including conditions subject to which the guarantee may be invoked.(l)A statement that an over-subscription to the extent of ten per cent. of the net offer to public can be retained for the purpose of rounding off to the nearer multiple of minimum allotment lot.(m)A disclosure to the effect that all securities offered through the issue shall be made fully paid-up or may be forfeited for non-payment of calls within twelve months from the date of allotment of securities(n)A disclosure stating that. - (i) The 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 among the reserved categories shall be added back tothe net offer to the public portion.(iii)In case of under-subscription in the net offer to the public portion, spill-over to the extent of under subscription shall be permitted from the reserved category to the net offer to public portion.(o)The following details regarding major shareholders:(i)The names of the ten largest shareholders of the issuer as on the date of registering the offer document with the Registrar of Companies.(ii)The number of equity shares held by the shareholders specified in clause (i) including number of equity shares which they would be entitled to upon exercise of warrant, option or right to convert a debenture, loan or other instrument.(iii)The particulars specified in items (i) and (ii) as on a date two years prior to the date of registering the offer document with the Registrar of Companies.(iv)The particulars specified in items (i) and (ii) as on a date ten days prior to the date of registering the offer document with the Registrar of Companies.(v)If the issuer has made an initial public offer of specified securities within the immediately preceding two years prior to filing draft offer document with the Board, the particulars specified in items (i), (ii), (iii) and (iv) shall be disclosed to indicate separately the names of the persons who acquired equity shares by subscription to the public issue and those who acquired the equity shares by allotment on a firm basis or by private placement.(p)The details of shareholding, if any, of the lead merchant bankers and their associates in the issuer.(q)In case it is not possible to obtain information regarding sales and purchases of specified securities by any relative of the promoters, the information shall be disclosed on the basis of the transfers as recorded in the books of the issuer and/or the depository, as applicable and -a statement to such effect shall be made in the offer document.(r)The details of options granted or equity shares issued under any scheme of employee stock option or employee stock purchase of issuer, in last three years (separately for each year) and on a cumulative basis for all options or equity shares issued prior to the.date of the offer document, including the following details in cases where options granted to employees in pursuance of any employee stock option scheme existing prior to the initial public offer, are outstanding at the time of the initial public offer:(v)the total number of shares arising as a result of exercise of option;(vii)variation of terms of options;(viii)money realised by exercise of options;(ix)total number of options in force;(x)employee-wise details of options granted to:• senior managerial personnel;• any other employee who receives a grant in any one year of options amounting to five percent or more of options granted during that year;• identified employees who were granted options, during any one year, equal to or exceeding one per cent. of the issued capital (excluding outstanding warrants and conversions) of the issuer at the time of grant;(xi)diluted Earnings Per Share pursuant to issue of equity shares on exercise of options calculated in accordance with Accounting Standard (AS) 20 'Earnings Per Share'.(xii)where the issuer has calculated the employee compensation cost using the intrinsic value of the stock options, the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognised if it had used the fair value of the options and the impact of this difference on profits and on the Earnings Per Share of the issuer.(xiii)weighted average exercise prices and weighted average fair values of options whose exercise price either equals or exceeds or is less than the market price of the stock.(xiv)a description of the method and significant assumptions used during the year to estimate the fair values of options, including weighted-average information, namely, risk-free interest rate, expected life, expected volatility, expected dividends, and the price of the underlying share in market at the time of grant of the option.(xv)the impact on the profits and on the Earnings Per. Share of the last three years if the issuer had followed the accounting policies specified in clause 13 of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 in respect of options granted in the last three years.(xvi)the intention of the holders of the equity shares allotted on exercise of options granted under an employee stock option scheme or allotted under an employee stock purchase scheme, to sell their equity shares within three months after the date of listing of the equity shares in the initial public offer (aggregate number of equity shares intended to be sold by the holders of options), if any. In case of an employee stock option scheme, this information same shall be disclosed regardless of whether equity shares arise out of options exercised before or after the initial public offer.(xvii)specific disclosures about the intention to sell equity shares arising out of an employee stock option scheme or allotted under an employee stock purchase scheme within three months after the date of listing, by directors, senior managerial personnel and employees having equity shares issued under an employee stock option scheme or employee stock purchase scheme amounting to more than one per cent. of the issued capital (excluding outstanding warrants and conversions), which inter-alia shall include name, designation and quantum of the equity shares issued under an employee stock option scheme or employee stock purchase scheme and the quantum they intend to sell within three months.(s)In case of a listed issuer, which has earlier (after being a listed issuer) made any preferential allotment or bonus issue of specified securities or qualified institutions placement of eligible securities, a confirmation that the relevant provisions of the regulations have been complied with.(VII)Particulars of the Issue:(A)Objects of the Issue: - (1) The objects of the issue shall be disclosed.(2)If one of the objects is investment in a joint venture or a 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 rate of interest, nature of security, terms of repayment, subordination, etc.(d)If the investment is in equity, whether any dividends are assured;(e)The nature of benefit expected to accrue to the issuer as a result of the investment;(3)If one of the objects of the issue is the grant of a loan to any entity, 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 loan is to he granted to a subsidiary, group or associate company, details of the same.(4)If one of the objects of the issue is utilisation of the issue proceeds for long term working capital, the following additional disclosures shall be made.(a)Basis of estimation of working capital requirement along with the relevant assumptions.(b)Reasons for raising additional working capital substantiating the same with relevant facts and figures.(c)Details of the projected working capital requirement, including detailed assessment of working capital after implementation -of the project or achievement of objects of the issue, as the case may be, capacity utilisation assumptions, break up of expected current assets into raw materials, finished goods, work in progress, sundry debtors etc., with assumption about the holding norms for each type of current asset, total current liabilities, net current assets and envisaged sources of finance for net current assets, i.e., bank finance, institutional finance, own funds ,etc..(d)The total envisaged working capital requirement in a tabular form, the margin money thereof and the portion to be financed by any bank(s) or otherwise.(e)A complete perspective on the present working capital position vis-a-vis the projected one based on which the money is proposed to be raised in the public issue.(f)Details of the existing working capital available to the issuer with a break up for total current assets into raw materials, finished goods, work in progress, sundry debtors, etc., total current liabilities, net current assets and sources of finance for net current assets i.e. bank finance, institutional finance, own funds etc..(g)If no working capital is shown a part of project, the reasons therefor.(5)Disclosure of asset cover etc. in case of public issue of secured convertible debt instruments: The details of the assets on which security/ asset cover, if required, shall be created, the basis for computation of the security/asset cover, the valuation methods, the periodicity of such valuation and the ranking of the charge(s).(B)Requirement of Funds. - (1) The requirement for funds proposed to be raised through the issue.(2)Where the issuer proposes to undertake more than one activity, such as diversification, modernisation, expansion, etc., the total project cost shall be given activity-wise or project wise, as the case may be.(3)Where the issuer is implementing the project in a phased manner, the cost of each phase, including the phase, if any, which has already been implemented, shall be separately given.(4)The details of all material existing or anticipated transactions in relation to utilisation of the issue proceeds or project cost with promoters, directors, key management personnel, associates and group companies. The relevant documents shall be included in the list of material documents for inspection.(C)Funding Plan (Means of Finance). - (1) An undertaking shall be given in the offer document by the issuer confirming 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 proposed issue and existing identifiable internal accruals, have been made.(2)The balance portion of the means of finance for which no firm arrangement has been made shall be mentioned without specification.(3)The details of funds tied up and the avenues for deployment of excess proceeds, if any.(D)Appraisal. - (1) The scope and purpose of the appraisal. if any, along with the date of appraisal.(2)The cost of the project and means of finance shall be as per the appraisal report.(3)The revision, if any. in the project cost and the means of finance after the date of issue of the appraisal report shall be explained and disclosed.(4)The weaknesses and threats, if any, given in the appraisal report, shall be disclosed by way of risk factors.(E)Schedule of Implementation. - (1) The schedule of implementation of the project in a tabular form and the progress made so far, giving details of land acquisition, civil works, installation of plant and machinery, trial production, date of commercial production and reasons for delay, if any.(F)Deployment of Funds. - (1) The details of the sources of funds and the deployment of these funds on the project (where the issuer is raising capital for a project), up to a date, not earlier than two months from the date of registering the offer document with the, Registrar of Companies, as certified by a Chartered Accountant, along with the name of the chartered accountant and the date of the certificate.(2)Where the promoters' contribution has been brought prior to the public issue and has already been deployed by the issuer, the issuer shall give the cash flow statement in the offer document disclosing the use of such funds received as promoters' contribution.(G)Sources of Financing of Funds Already Deployed. - The means and source of financing, including details of bridge loan or other financial arrangement, which may be repaid from the proceeds of the issue.(H)Deployment of Balance Funds. - Year-wise break up of the expenditure proposed to be incurred on the project.(I)Interim Use of Funds. - Investment avenues in which the management proposes to deploy issue proceeds, pending its utilisation in the proposed project.(K)Basis for Issue Price. - (1) The basis for issue price, floor price or price band, as the case may be, shall be disclosed and justified by the issuer in consultation with the lead merchant banker on the basis of the following information, which shall be also disclosed separately:(a)Earnings Per Share and Diluted Earnings Per Share, pre-issue, for the last three years (as adjusted for changes in capital).(b)Price Earning ratio pre-issue.(c)Average Return on Net Worth in the last three years.(d)Minimum Return on Increased Net Worth required to maintain pre-issue Earnings Per Share.(e)Net Asset Value per share based on last balance sheet.(f)Net Asset Value per share after issue and comparison thereof with the issue price.(g)An illustrative format of disclosure in respect of basis for issue price is given hereunder:
| (1) |
Adjusted Earning Per Share (EPS) and AdjustedDiluted EPS
|
| |
(a) 1992-93 |
Rs. 0.41 |
| |
(b) 1993-94 |
Rs. 8.39 |
| |
(c) 1994-95 |
Rs.13.82 |
| |
(d) Weighted Average |
Rs.10.94 |
| (2) |
Price/Earning Ration (P/E) in relation toIssue Price
|
|
| |
(a) Based on 94/95 EPS |
37.63 |
| |
(b) Industry P/E |
|
| |
(i) Highest |
61.2 |
| |
(ii) Lowest |
0.8 |
| |
(iii) Average |
25.3 |
| |
(*Based on Economic Times of 26/6/95) |
|
| (3) |
Return on Net Worth |
|
| |
(a) 1992-93 |
27.36% |
| |
(b) 1993-94 |
28.77% |
| |
(c) 1994-95 |
33.45% |
| |
(d) Weighted Average |
30.88% |
| (4) |
Minimum Return on Total Net Worth after Issueneeded to maintain EPS at Rs.13.82
|
14.65% |
| (5) |
Net Asset Value |
|
| |
(a) As at 31-3-1995 |
Rs.46.90 |
| |
(b) After issue |
Rs.94.29 |
| |
(c) Issue price |
Rs.520.00 |
| Year ended March 31, ..... |
| |
20X1 |
20X2 |
20X3 |
20X4 |
20X5 |
| (Rupees in lakhs) |
| Income |
|
|
|
|
|
| Sales - |
|
|
|
|
|
| of products manufactured by the issuer |
1000 |
1240 |
1640 |
1800 |
1800 |
| of products traded in by the issuer |
100 |
60 |
60 |
200 |
200 |
| Total |
1100 |
1300 |
1700 |
2000 |
2000 |
| Other income |
10 |
30 |
40 |
60 |
100 |
| Increase (decrease) in inventories |
40 |
(70) |
60 |
180 |
310 |
| |
1150 |
1260 |
1800 |
2240 |
2410 |
| Expenditure |
|
|
|
|
|
| Raw materials consumed |
400 |
480 |
630 |
1110 |
1200 |
| Staff costs |
200 |
220 |
240 |
340 |
400 |
| Other manufacturing expenses |
250 |
260 |
280 |
540 |
650 |
| Administration expense |
40 |
42 |
60 |
80 |
85 |
| Selling and distribution expenses |
110 |
120 |
130 |
190 |
250 |
| Interest |
60 |
55 |
90 |
200 |
140 |
| |
1095 |
1227 |
1495 |
2635 |
2795 |
| Net profit before tax and extraordinary items |
55 |
33 |
305 |
(295) |
(385) |
| Taxation |
25 |
12 |
144 |
(185) |
(235) |
| Net profit before extraordinary items |
30 |
21 |
161 |
(110) |
(150) |
| Extraordinary items (net of tax) |
|
49 |
(64) |
800 |
1000 |
| Net Profit after Extraordinary Items |
30 |
70 |
97 |
700 |
850 |
| As at March 31, ..... |
| |
|
20X1 |
20X2 |
20X3 |
20X4 |
20X5 |
| |
|
(Rupees in lakhs) |
| (1) |
Fixed Assets |
|
|
|
|
|
| |
Gross Block |
440 |
750 |
900 |
922 |
1350 |
| |
Less Depreciation |
(50) |
(107) |
(170) |
(250) |
(320) |
| |
Net Block |
385 |
643 |
730 |
672 |
1030 |
| |
Less: Revaluation Reserve |
(100) |
(95) |
(89) |
(83) |
(75) |
| |
Net Block after adjustment for RevaluationReserve
|
285 |
548 |
641 |
589 |
955 |
| (2) |
Current Assets, Loans and Advances |
|
|
|
|
|
| |
Inventories |
485 |
420 |
720 |
1030 |
3200 |
| |
Sundry Debtors |
28 |
30 |
30 |
500 |
2500 |
| |
Cash and bank Balances |
13 |
14 |
22 |
200 |
400 |
| |
Loan and Advances |
78 |
100 |
85 |
1100 |
2000 |
| |
Other Current Assets |
70 |
80 |
55 |
200 |
220 |
| |
Total |
674 |
644 |
912 |
3080 |
8320 |
| (3) |
Liabilities and Provisions: |
|
|
|
|
|
| |
Secured Loans |
376 |
607 |
616 |
620 |
460 |
| |
Unsecured Loans |
3 |
3 |
- |
- |
4000 |
| |
Current Liabilities and Provisions |
250 |
180 |
330 |
460 |
1100 |
| |
Total |
(629) |
(790) |
(946) |
(1080) |
(5560) |
| (4) |
Net worth |
330 |
402 |
607 |
2589 |
3715 |
| (5) |
Represented by |
|
|
|
|
|
| |
Share Capital |
300 |
300 |
400 |
1600 |
2000 |
| |
Reserves |
130 |
197 |
296 |
1072 |
1790 |
| |
Less: Revaluation Reserve |
(100) |
(95) |
(89) |
(83) |
(75) |
| |
Reserves (Net of revaluation reserves) |
30 |
102 |
207 |
989 |
1715 |
| |
Net worth |
330 |
402 |
607 |
2589 |
3715 |
| Particulars |
Pre-issue as at 30-6-20X1 |
As Adjusted for issue |
| (Rupees in lakhs) |
| Short-Term Debt |
1870 |
1870 |
| Long Term Debt |
4370 |
4370 |
| Shareholders Funds |
|
|
| Share Capital |
4000 |
4450 |
| Reserves |
14570 |
37520 |
| Total Shareholders Funds |
18570 |
41940 |
| Long Term Debt/Equity |
0.24:1 |
0.10:1 |
|
Note:Since 31-3-20X1 (which is the last date asof which financial information has been given in para of thisdocument) share capital was increased form Rs.3000 lacs toRs.4000 lacs by the issue of bonus shares in the ratio of 1 sharefor every2 shares.
|
| Year ended March 31, .... |
| |
20X1 |
20X2 |
20X3 |
20X4 |
20X5 |
| (Rupees in lakhs) |
| Tax at Notional Rate |
28 |
70 |
89 |
546 |
675 |
| Adjustments: |
|
|
|
|
|
| Export Profits |
(4) |
(5) |
(20) |
(100) |
(120) |
|
Difference between Tax Depreciation and BookDepreciation
|
(6) |
(8) |
(9) |
(10) |
(10) |
| Other Adjustments |
3 |
3 |
4 |
4 |
5 |
| Net Adjustments |
(7) |
(10) |
(25) |
(106) |
(125) |
| Tax Saving thereon |
(3) |
(5) |
(13) |
(49) |
(58) |
| Total Taxation |
25 |
65 |
76 |
497 |
617 |
| Taxation on Extraordinary Items0 |
|
53 |
(68) |
682 |
852 |
| Tax on Profit before Extraordinary Items |
25 |
12 |
144 |
(185) |
(235) |
Part B – Certain Disclosures Not Mandatory In Case of Fast Track Public Issue
An issuer making a fast track public issue of specified securities may not make the disclosures indicated hereunder and specified in Part A of this Schedule, in the offer document:(1)Sub-para (a) of para (2) of sub-item (D) of item (VI);(2)Sub-para (o) of para (2) of sub-item (D) of item (VI);(3)Para (8) of sub-item (E) of item (VIII);(4)Sub-para (b) of para (1) of sub-item (F) of item (VIII);(5)Sub-para (c) of para "(2) of sub-item (F) of item (VIII);(6)Pam (1) of sub-item (C) of item (IX), in respect of entities not covered under section 370 (1)(B) of the Companies Act, 1956;Part C – Certain Disclosures Not Mandatory In Case of Further Public Offer
(1)An issuer making a further public offer of specified securities may not make the disclosures indicated hereunder and specified in Part A of this Schedule, in the offer document, subject to fulfilment of the conditions specified in para 2:(i)Sub-para (a) of para (2) of sub-item (D) of item (VI);(ii)Sub-para (o) of para (2) of sub-item (D) of item (VI);(iii)Para (8) of sub-item (E) of item (VIII);(iv)Para (1) of sub-item (C) of item (IX), in respect of entities not covered under section 370 (1)(B) of the Companies Act, 1956;(2)The conditions referred to in para (1) above are as follows:(a)The issuer has been filing periodic- statements in regard to financial results and shareholding pattern with the designated stock exchange and also with the Registrar of Companies (in case of a public issue), for the last three years and such statements are available on the website of the designated stock exchange or on a common e-filing platform;(b)The issuer has in place an investor grievance handling mechanism, which includes meeting of the Shareholders / Investors' Grievance Committee at frequent intervals, appropriate delegation of power by the board of directors of the issuer with regard to share transfer and clearly laid out systems and procedures for timely and satisfactory redressal of investor grievances;(c)The lead merchant banker has certified that the conditions specified at (a) and (b) above have been complied with;(d)The issuer has furnished to the Board the following undertaking along with the draft offer document, which shall also be incorporated in the offer document:(e)"We confirm that other than the disclosures made in the instant offer document, nothing material has changed in respect of disclosures made by us at the time of our previous issue made on ................"(f)The issuer has made the offer document of its immediately preceding public or rights issue public in the manner specified in sub-regulation (1) of regulation 9 and sub-regulation (1) of regulation 61 and has also kept this document for public inspection in the manner specified in sub- para (c) of para 4 of sub-item (D) of Item (VIII) of Part A of this Schedule.Part D – [See regulation 58(1)]
Disclosures In Abridged ProspectusGeneral Instructions. - (I) The information to be provided under each of the heads specified below shall be as per the requirements of Part A of this Schedule except when specified otherwise.(II)The abridged prospectus shall be printed in a font size which shall not be visually smaller than Times New Roman size 10.(III)The order in which items appear in the abridged prospectus shall correspond, wherever applicable, to the order in which items appear in the prospectus.(IV)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.(V)The abridged prospectus shall be printed at least in point seven size with proper spacing. merchant banker shall ensure that the application form contains sufficient space for writing the name and address of the applicant as also other important details such as the name of the bank branch, specimen signature etc. The para on risk factors shall appear verbatim, as a box item, in the abridged prospectus.As issuer making a public issue of specified securities shall make the following disclosures in the abridged prospectus:(I)General Information. - (A) The name of the issuer and address of the registered office of the issuer, along with telephone number, fax number, email address and website address, and where there has been a change in the address of the registered office or name of the issuer, details thereof.(B)The name(s) of the recognised stock exchange(s) in which the specified securities are proposed to be listed.(C)The dates of opening, earliest closing and closing of the issue.(D)The disclosure under the heading "IPO Grading", stating all the grades obtained for the initial public offer, along with the rationale or description furnished by the credit rating agency(ies) for each of the grades obtained.(E)The disclaimer clause of the Board(F)The consolidated disclaimer clause of the recognised stock exchanges: The disclaimer clauses of the recognised stock exchanges shall be combined into a single disclaimer clause with appropriate reference to individual recognised stock exchanges.(G)The disclaimer statement of the issuer and merchant banker(s)(H)The name and address of the lead merchant bankers, along with telephone number, fax number, website address, name of contact person and email address.(I)The name and address of the brokers, along with phone numbers.(J)The name and address of the collecting bankers and/or the designated branches of Self Certified Syndicate Banks.(K)The name and address of the registrars to the issue, along with telephone number, fax number, website address, name of contact person and email address.(L)The name and address of the trustee under debenture trust deed (in case of a debenture issue), along with telephone number, fax number, website address, name of contact person and email address.(M)The name and address of the statutory auditors.(N)The rating for the proposed issue of the convertible debt instruments or preference shares, if any, obtained from the credit rating agencies.(O)The name and address of the underwriters and the amount underwritten by them, if applicable.(P)The details of the compliance officer:(1)The name, address, telephone number, fax number and email address of the compliance officer.(2)Investor's attention shall be invited to contact the compliance officer in case of any pre-issue or post-issue related problems such as non-receipt of letters of allotment or share certificates, credit of securities in depositories beneficiary account or despatch of refund orders, etc.(Q)The provisions of sub-section (1) of section 68A of the Companies Act, 1956 relating to punishment for impersonation.(R)The declaration about the issue of allotment letters or refunds within a period of fifteen days and interest in case of delay in dispatching refund or allotment letters at the rate of fifteen per cent. per annum or at the rate as may be specified(S)The risk factors and proposals to address the same.(II)Capital Structure of the issuer. - (A) The following details shall be furnished:(1)The authorised, issued, subscribed and paid-up capital (number of instruments, description, aggregate nominal value).(2)The size of the present issue. Promoters' contribution, reservation for specified categories and net offer to public shall be disclosed separately.(3)The number of instruments, description, aggregate nominal value and issue amount (to be disclosed in this order). The name(s) of the group companies, in case reservation has been made for shareholders of the group companies.(4)Paid-up capital:(b)after conversion of securities (if applicable).(5)Share Premium Account (before and after the issue).(B)Complete notes to the capital structure.(C)A disclosure to the effect that the specified securities offered through this public/ rights issue shall be made fully paid up or forfeited within twelve months from the date of allotment of the specified securities in a manner as specified in regulation 17.(III)Terms of the Present Issue. - (A) Authority for the issue, terms of payment and procedure and time schedule for allotment and issue of certificates or refund orders.(B)The clause "Interest in Case of Delay in Despatch of Allotment Letters/ Refund Orders /instruction to Self Certified Syndicate Banks by the Registrar in Case of Public Issues" shall appear.(C)Instructions for applicants:(1)How to apply, availability of prospectus, abridged prospectus and application forms, mode of payment and book building procedure, as may be applicable if relevant(2)Applicants shall be advised to read carefully the offer document and general instructions contained in this abridged prospectus and to satisfy themselves of the disclosures before making an application for subscription of the specified securities offered through the issue. Fora copy of the offer document, the applicants may request the issuer and/or lead managers or brokers to the issue. Further, investors shall be advised to retain the copy of the offer document or abridged prospectus for their future reference. 'applicants are advised to read the Prospectus and the general instructions carefully and to satisfy themselves of the disclosures before making an application for subscription. For a copy of the prospectus the applicant may request the issuer and/or lead manager/brokers to the issue. Further, investors are advised to retain the copy of the prospectus/abridged prospectus for their future reference'.(3)Residents: In the application form meant for Indian public, the declaration relating to nationality and residentship shall be shown prominently as under:"Nationality and Residentship (Tick whichever is applicable):(a)I am/We are Indian National(s) resident in India and I am/we are pot applying for the said equity shares as nominee(s) of any person resident outside India or Foreign National(s).(b)I am/We are Indian National(s) resident in India and I am/We are applying for the said equity shares as Power of Attorney holder(s) of Non-Resident Indian(s) mentioned below on non-repatriation basis.(c)I am/We are Indian National(s) resident outside India and I am/we are applying for the said equity shares on my / our own behalf on non-repatriation basis."(4)Non-Resident Indians: The application form meant for non-resident Indians shall not contain provision for payment through NR(0) accounts. On the face of the form, the following legend shall be printed in a box:"Attention NRI Applicants: Payment must be made through their Non Resident External (NRE) / Foreign Currency Non Resident (FCNR) accounts or through cheques / drafts sent from abroad and drawn on convertible rupee accounts in India. Forms accompanied by cheques drawn on NR(0) accounts are liable to be rejected".(5)Attention of the non-resident Indians shall be invited to the following:(a)the name and address of at least one place in India from where individual non-resident Indian applicants can obtain the application forms;(b)Such applications as are accompanied by payment in free foreign exchange shall be considered for allotment under the reserved category;(c)Such non-resident Indians who wish to make payment through 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 non-resident Indians, a disclosure shall be made in the abridged prospectus incorporating the fact that payment for such allotments shall come through external source only and that payments through NRO account will not be permitted.(6)The instances when an application would be rejected on technical grounds (e.g. absence of signature, age etc.) shall be disclosed.(7)The application form should contain necessary instructions or provisions regarding the following:(a)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;Provision in the application form other than Applications Supported by Blocked Amount for inserting particulars relating to bank account number and the name of the bank with whom such account is held, to enable printing of these details in the refund orders or for refunds through electronic clearing system, subject to the condition that in case of an issue of specified securities which is wholly required to, be made in the dematerialized form:(i)it would not be necessary to require bank account details in the application form;(ii)the application form shall contain a statement that the bank account details of the applicant would be taken from the data provided by him to the depository;(b)Provision in the application form for Applications Supported by Blocked Amount, for inserting particulars relating to bank account number which is authorised to be blocked and other particulars as specified by the Board in this regard;(c)Instruction to applicants to disclose Permanent Account Number in the application form, irrespective of the amount for which application or bid is made, along with the instruction that applications without Permanent Account Number would be rejected.(d)Details of options, if any, to receive specified securities subscribed for, either -in demateralised or physical form and a statement that trading of specified securities on the stock exchanges in physical form will be available only subject to limits prescribed by the Board for time to time.(e)The application form shall contain full and specific disclosures and instructions relating to demat account details of the applicant with the depositories. The application form shall specifically and clearly indicate as to where the demat account details of the applicant are to be filled in. There shall be specific and distinct space in application form for filling up the demat account details. The application form shall contain clear and specific instructions regarding the manner of filling up the respective demat account details(f)Brief mention of the various intended modes of making refunds (as disclosed in the offer document)(8)Application by Mutual Funds.(D)Any special tax benefits for the issuer and its shareholders (Only section numbers of the Income Tax Act, 1961 and their substance should be mentioned, without reproducing the text of the sections).(IV)Particulars of the Issue. - (A) Objects of the issue(D)Name of Appraising Agency, if any.(E)Name of Monitoring Agency, if appointed by the issuer and the disclosure as to whether the appointment is pursuant to regulation 16 of these regulations.(V)Issuer, Management and Project. - (A) History and main objects and present business of the issuer.(B)Promoters and their background.(C)Names, address and occupation of manager, managing director, and other Directors (including nominee-directors and whole-time directors) giving their directorships in other companies.(D)Location of the project.(E)Plant and machinery, technology, process, etc.(F)Collaboration, any performance guarantee or assistance in marketing by the collaborators.(G)Infrastructure facilities for raw materials and utilities like water, electricity, etc.(H)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.(1)Nature of the products or services and end users(2)Existing, licensed and installed capacity of the product, demand of the product,-existing, and estimated in the coming years as estimates by a Government authority or by any other reliable institution, giving source of the information. In case the issuer is providing services, relevant information in regard to nature/ extent of services, etc., have to be fumished.(3)Approach to marketing and proposed marketing set up.(4)Export possibilities and export obligations, if any.(5)Stock Market Data: Particulars of:(a)high,. low and average market prices of the equity shares of the issuer during the preceding three years;(b)monthly high and low prices for the six months preceding the date of filing the offer document;(c)number of equity shares traded on the days when high and low prices were recorded in the relevant stock exchange during period specified in clause (a) and (b) above and the total volume traded on those dates;(d)the stock market data shall be shown separately for periods marked by a change in capital structure, with such period commencing from the date the stock exchange concerned recognizes the change in the capital structure (e.g., when the equity shares have become ex-rights or ex-bonus);(e)the market price immediately after the date on which the resolution of the Board of Directors approving the issue was approved;(f)the volume of specified securities traded in each month during the six months preceding the date on which the offer document is registered with Registrar of Companies;(g)Along with high, low and average prices of shares of the issuer, details relating to volume of business transacted should also be stated for respective periods.(VI)Following particulars in regard to the listed companies under the same management which made any capital issue in the last three years. - (A) Name of the issuer(C)Type of issue (public/ rights/ composite)(E)Date of closure of issue(F)Date of despatch of share/ debenture certificate completed(G)Date of completion of the project, where object of the issue was financing of a project(H)Rate of dividend paid, if any.(VII)Basis for Issue Price. - (A) Earnings per share and Diluted Earnings Per Share, pre-issue, for the last three years (as adjusted for changes in capital);(C)Average return on net worth in the last three years(D)Minimum return on increased net worth required to maintain pre-issue EPS;(E)Net Asset Value per share based on last balance sheet;(F)Net Asset Value per share after issue and comparison thereof with the issue price.(G)Comparison of all the accounting ratios of the issuer 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 accounting ratios of the peer group has been taken), subject to the following:(1)the projected earnings shall not be used as a justification for the issue price in the offer document.(2)the accounting ratios disclosed in the offer documents in support of basis of the issue price shall be calculated after giving effect to the consequent increase in capital on account of compulsory conversions outstanding, as well as on the assumption that the options outstanding, if any, to subscribe for additional capital will be exercised.(H)The face value of shares (including the statement about the issue price being "X" times of the face value)(VIII)Outstanding Litigations and Defaults. - Whether all payment/refunds, debentures, deposits of banks or companies, interest on deposits, debenture interest, institutional dues have been paid up to date. If not, details of the arrears, if any, to be stated.(IX)Material Development. - Any material development after the date of the latest balance sheet and its impact on performance and prospects of the issuer.(X)Expert opinion obtained, if any.(XI)Change, if any, in directors and auditors during the last three years and reasons thereof.(XII)Time and Place of Inspection of material contracts (List of material contracts not required)(XIII)Financial Performance of the Issuer for the Last Five Years (Figures to be taken from the audited annual accounts in a tabular form)(A)Balance Sheet Data: Equity Capital, Reserves (State Revaluation Reserve, the year of revaluation and its monetary effect on assets) and borrowings(B)Profit and Loss data: Sales, Gross profit, Net profit, dividend paid, if any(C)Any change in accounting policies during the last three years and their effect on the profits and the reserves of the issuer(D)Following information as extracted from the report of the auditors reproduced in the main offer document in terms of clause B above:(1)net profit before accounting for extra ordinary items(3)net profit after accounting for extra ordinary items(E)Management Discussions and Analysis on. Accounts(XIV)Listed Ventures of Promoters(XV)Previous Public or Rights Issues, if any , during last five years(XVI)Disclosure on Investor Grievances Redressal System(XVII)Statement regarding minimum subscription clause. - The following statements shall appear depending upon the type of issue:(A)For Non-underwritten Public Issues. - "If the issuer does not receive the minimum subscription of ninety pet cent. of the offer through offer document on the date of closure of the issue, or if the subscription level falls below ninety per cent. after the closure of issue on account of cheques having being returned unpaid or withdrawal of applications, the issuer shall forthwith refund the entire subscription amount received. If there is a delay beyond 8 days after the issuer becomes liable to pay the amount, the issuer shall pay interest as per Section 73 of the Companies Act 1956."(B)For Underwritten Public Issues. - "If the issuer does not receive the minimum subscription of 90% of the offer through offer document including devolvement of underwriters within 60 days from the date of closure of the issue, the issuer shall forthwith refund the entire subscription amount received. If there is a delay beyond 8 days after the issuer becomes liable to pay the amount, the issuer shall pay interest prescribed under Section 73 of the Companies Act 1956."(C)For Composite Issues. - (1) The Lead Merchant Banker shall ensure that the requirement of "minimum subscription" is satisfied both jointly and severally, i.e., independently for both rights and public issues.(2)If the issuer does not receive the minimum subscription in either of the issues the issuer shall refund the entire subscription received.(XVIII)Signatories to the Offer Document.Part E – [See regulation 57(2)(b)]
Disclosures In Letter of Offer(1)A listed issuer making a rights issue of specified securities shall make disclosures, as specified in clause (5) of this Part, in the letter of offer, if it satisfies the following conditions:(a)the issuer has been filing periodic reports, statements and information in compliance with the listing agreement for the last three years immediately preceding the date of filing the letter of offer with the designated stock exchange in case of a fast track issue and in any other case, the date of filing the draft letter of offer with the Board;(b)the reports, statements and information referred to in sub-clause (a) above are available on the website of any recognised stock exchange with nationwide trading terminals or on a common e-filing platform specified by the Board;(c)the issuer has investor grievance-handling mechanism which includes meeting of the Shareholders' or Investors' Grievance Committee at frequent intervals, appropriate delegation of power by the board of directors of the issuer as regards share transfer and clearly laid down systems and procedures for timely and satisfactory redressal of investor grievances.(2)If the listed issuer does not satisfy the conditions specified in clause (1), it shall make disclosures in the letter of offer:(a)as specified in Part A, except for disclosures as specified in clause (4);(b)as specified in items (XVI)(B)(4), (5) and (6) in clause (5) of this Part.(3)Irrespective of whether the conditions specified in clause (1) are satisfied or not, the following listed issuers shall make disclosures in the letter of offer as specified in Part A, except for disclosures as specified in clause (4):(a)a listed issuer whose management has undergone change pursuant to acquisition of control in accordance with the provisions of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and is making a rights issue of specified securities for the first time subsequent to such change;(b)an issuer whose specified securities have been listed consequent to relaxation granted by the Board under sub-rule (7) of rule 19 of the Securities Contracts (Regulation) Rules, 1957 for listing of its specified securities pursuant to a scheme sanctioned by a High Court under sections 391 to 394 of the Companies Act, 1956 and is making a rights issue of specified securities for the first time subsequent to such listing.(4)In respect of an issuer making disclosures in terms of clauses (2) and (3) above, the disclosures specified in the following items in Part (A) shall not be applicable:(a)Sub-item (C) of item (V);(b)Sub-para (b) of para (2) of sub-item (B) of item (XII);(c)Sub-para (a) of para (3) of sub-item (B) of item (XII);(d)Sub-para (b) of para (3) of sub-item (B) of item (XII);(e)Sub-para (c) of para (3) of sub-item (B) of item (XII);(f)Para (18) of sub-item (B) of item (XII);(g)Para (19) of sub-item (B) of item (XII).(5)A listed issuer referred to in clause (1) shall make the following disclosures in the letter of offer, as far as possible, in the order in which the disclosures are specified in this clause:(I)Cover Pages. - The cover page paper shall be of adequate thickness (preferably minimum hundred gcm. quality).(A)Front Cover Pages. - (1) The front outside and inside cover pages of the letter of offer shall be white and no patterns or pictures shall be printed on these pages.(2)The front outside cover page of the letter of offer shall contain only the following details:(a)The words "Letter of Offer".(b)The name of the issuer, its logo, address of its registered office, its telephone number, fax number, contact person, website address and email address.(c)The nature, number, price and amount of specified securities offered and issue size, as may be applicable.(d)The following clause on general risk. -"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 being offered in the issue have not been recommended or approved by Securities and Exchange Board of India (SEBI) nor does SEBI guarantee the accuracy or adequacy of this document."Specific attention of investors shall be invited to the statement of "Risk factors" given on page number(s) under the section "General Risks".(e)The following clause on 'Issuer's Absolute Responsibility' shall be incorporated in a box format:"The issuer, having made all reasonable 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."(f)The names, logos and addresses of all the lead merchant bankers with their titles who have signed the due diligence certificate and filed the letter of offer with the Board, along with their telephone numbers, fax numbers, website addresses and e-mail addresses.(g)The name, logo and address of the registrar to the -issue, along with its telephone number, fax number, website address and e-mail address.(h)Issue schedule. - (i) Date of opening of the issue.(ii)Date of closing of the issue.(iii)Last date for request for split.(i)The names of the recognised stock exchanges where the specified securities of the issuer are listed and the details of in-principle approval for liking of the specified securities proposed to be offered in the rights issue.(B)Back Cover Pages. - The back inside cover page and back outside cover page shall be in white.(II)Table of Contents. - The table of contents shall appear immediately after the front inside cover page.(III)Definitions and Abbreviations. - (A) Conventional or general terms.(C)Issuer and industry related terms.(D)Abbreviations.(IV)Risk Factors. - (A) The risk factors shall be printed in clear readable font (preferably of minimum point ten size).(B)The risk factors shall be in relation to the following:(1)the issue and objects Of the issue;(2)the issuer and its ongoing business activities;-(3)the material litigation which impact the business of the issuer.(C)The risk factors shall be determined on the basis of their materiality. In determining the materiality of risk factors, the following Shall be considered:(1)Some events 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 the time of making the disclosures in the letter of offer but may have a material impact in the future.(D)The risk factors shall appear in the letter of offer in the following manner:(1)The risks envisaged by the management.(2)The proposals', if any, to address the risks and the manner in which the same are proposed to be addressed.(E)The proposals to address risks shall not contain any speculative statement on the positive outcome to any litigation, etc.(F)The proposals to address risks shall not be given for any matter that is subjudice before any Court or Tribunal.(G)The risk factors shall be disclosed in the descending order of materiality. Wherever risks about material impact are stated, the financial and other implications of the same shall be disclosed. If it cannot be quantified, a distinct statement about the fact that the implications cannot bp quantified shall be made.(V)Prominent notes. - This section shall contain notes which are required to be given prominence and shall also include the following:(A)The net worth before the issue (as per latest audited financial statement disclosed in the letter of offer) and issue size.(B)The details of transactions by the issuer with group or subsidiary companies during one year immediately preceding the date of filing the letter of offer with the designated stock exchange, in case of a fast track issue and in any other case, the date of filing draft letter of offer with the Board, the nature of transactions and the cumulative value of transactions.(C)The details of all financing arrangements whereby the promoter group, the directors of the company which is a promoter of the issuer, the directors of the issuer and their relatives have financed the purchase by any other person of securities of the issuer other than in the normal course of the business of the financing entity during the period of six months immediately preceding the date of filing the letter of offer with the designated stock exchange, in case of a fast track issue and in any other case, the date of filing draft letter of offer with the Board.(VI)Introduction. - (A) Summary. - (1) Issue details in brief.(2)Summary consolidated financial, operating and other data.(B)General Information. - (1) The name and address of the registered office and the registration number of the issuer, along with the address of the Registrar of Companies where the issuer is registered.(2)The names, addresses, telephone numbers, fax numbers and e-mail addresses of the Company Secretary and compliance officer of the issuer.(3)The names, addresses, telephone numbers, fax numbers, contact person, website addresses and e-mail addresses of the bankers to the issue, Self Certified Syndicate Bankers and legal advisors to the issue.(4)The statement of inter-se allocation of responsibilities among lead merchant bankers, where more than one merchant banker is associated with the issue.(5)The following details of credit rating, in case of a rights issue of convertible debt instruments:(a)The details of all the credit ratings including unaccepted rating obtained for the issue of convertible debt instruments.(b)All credit ratings obtained during the three previous years before filing the letter of offer for any of its listed convertible debt instruments at the time of accessing the market through a convertible debt instrument.(6)The names, addresses, telephone numbers, fax numbers, website addresses and e-mail addresses of the trustees under debenture trust deed, in case of a rights issue of convertible debt instruments.(7)The name of the monitoring agency, if appointed and the disclosure as to whether the appointment is pursuant to regulation 16 of these regulations.(8)The name, address, telephone number and e-mail address of the appraising entity, in case the project has been appraised.(9)The details of underwriting, if any:(a)The names, address, telephone numbers, fax numbers and e-mail address of the underwriters and the amount underwritten by them.(b)A declaration by the board of directors of the issuer that the underwriters have sufficient resources to discharge their respective obligations.(c)In case of partial underwriting of the issue, the extent of underwriting.(d)The details of final underwriting arrangement in the letter of offer filed with the designated stock exchange, indicating actual number of specified securities underwritten.(10)The principal terms of loan and assets charged as security.(C)Capital Structure. - (1) The authorised, issued and subscribed capital after suitable incorporation of the outstanding convertible securities (number of securities, description and aggregate nominal value).(3)The following details of outstanding instruments:(a)Details of options, if any.(b)Details of convertible securities, if any.(4)The details of specified securities held by promoter and promoter group including the details of lock-in, pledge of and encumbrance on such specified securities.(5)The details of shares acquired by promoters and promoter group in the last one year immediately preceding the date of filing the letter of offer with the designated stock exchange, in case of a fast track issue and in any other case, the date of filing draft letter of offer with the Board.(6)The intention and extent of participation by promoters and promoter group in the issue with respect to:(a)their rights entitlement.(b)the unsubscribed portion over and above their rights entitlement.(7)The shareholding pattern as per the latest filing with the recognised stock exchange(s).(8)The details of the shareholders holding more than one per cent. of the share capital of the issuer.(VII)Particulars of the Issue(A)Objects of the Issue. - (1) The objects of the issue shall be disclosed.(2)If one of the objects is investment in a joint venture or subsidiary or an acquisition, the following additional disclosures shall be made:(a)The details of the form of investment, i.e., equity, debt or any other instrument(b)If the form of investment has not been decided, a statement to that effect;(c)If the investment is in debt instruments, complete details regarding the rate of interest, nature of security, terms of repayment, subordination, etc.(d)If the investment is in equity, whether any dividends are assured;(e)The nature of benefit expected to accrue to the issuer as a result of the investment;(3)If one of the objects of the issue is the grant of a loan to any entity, 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 loan is to be granted to a subsidiary, group or associate company, details of the same.(4)If one of the objects of the issue is utilisation of the issue proceeds for long term working capital, the following additional disclosures shall be made.(a)Basis of estimation of working capital requirement, along with relevant assumptions.(b)Reasons for raising additional working capital, substantiating the same with relevant facts and figures.(c)Details of the projected working capital requirement including detailed assessment of working capital after implementation of the project or achievement of objects of the issue, as the case may be, capacity utilisation assumptions, break-up of expected current assets into raw materials, finished goods, work in progress, sundry debtors etc., along with the assumption about the holding norms for each type of current asset, total current liabilities, net current assets and envisaged sources of finance for net current assets, i.e., bank finance, institutional finance, own funds, etc.(d)The total envisaged working capital requirement in a tabular form, the margin money thereof and the portion to be financed by any bank(s) or otherwise.(e)A complete perspective on the present working capital position vis-à-vis the projected working capital position based on which the money is proposed to be raised in the public issue.(f)Details of the existing working capital available with the issuer, along with a break-up of total current assets into raw materials, finished goods, work in progress, sundry debtors, etc., total current liabilities, net current assets and sources of finance for net current assets, i.e., bank finance, institutional finance, own funds, etc.(g)If no working capital is shown as part of the project for which issue is being made, the reasons therefor.(B)Requirement of Funds. - (1) The requirement for funds proposed to be raised through the issue.(2)Where the issuer proposes to undertake more than one activity or project, such as diversification, modernisation, expansion, etc., the total project cost shall be given activity-wise or project wise, as the case may be.(3)Where the issuer is implementing the project in a phased manner, the cost of each phase including the phase, if any, which has already been implemeni5.-.d. shall be separately given.(4)The details of all material existing or anticipated transactions in relation to the utlisation of the issue proceeds or project cost with promoters, directors, key management personnel, associates and group companies. The relevant documents shall be included in the list of material documents for inspection.(5)If object of the issue is to fund a project, the following details shall be given:(a)location of the project(b)plant and machinery, technology, process, etc.(c)collaboration, performance guarantee if any, or assistance in marketing by the collaborators.(d)infrastructure facilities for raw materials and utilities like water, electricity, etc.(6)If the proceeds, or any part of the proceeds, of the issue are, or is, to be applied directly or indirectly:(a)in the purchase of any business; or(b)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 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 letter of offer) upon:(i)the profits or losses of the business of each of the five financial years immediately preceding the issue of the letter of offer; and(ii)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 six months before the date of the issue of the letter of offer.(7)If. - (a) the proceeds, or any part of the proceeds, of the issue of the shares or debentures are or is to be applied directly or indirectly in any manner resulting in the acquisition by the issuer of shares in any other body corporate; and(b)by reason of that acquisition or anything to be done in consequence thereof or in connection therewith, that body corporate will become a subsidiary of the issuer;a report made by accountants (who shall be named in the letter of offer) upon:(i)the profits or losses of the other body corporate for each of the five financial years immediately preceding the issue of the Letter of Offer; and(ii)the assets and liabilities of the other body corporate at the last date to which its accounts were made up.(8)Strategic partners, if applicable, to the project or objects of the issue.(9)Financial partners, if applicable to the project or objects of the issue.(D)Funding Plan (Means of Finance). - (1) An undertaking shall be given in the letter of offer by the issuer confirming that 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 proposed issue and existing identifiable internal accruals, have been made.(2)The balance portion of the means of finance for which no firm arrangement has been made shall be mentioned without specification.(3)The details of funds tied up and the avenues for deployment of excess proceeds, if any.(E)Appraisal. - (1) The scope and purpose of the appraisal, if any, along with the date of appraisal.(2)The cost of the project and means of finance as per the appraisal report.(3)Explanation regarding revision, if any, in the project cost and the means of finance after the date of issue of the appraisal report.(4)The weaknesses and threats, if any, given in the appraisal report, by way of risk factors.(F)Schedule of Implementation. - The schedule of implementation of the project in a tabular form and the progress made so far, giving details of land acquisition, civil works, installation of plant and machinery, trial production, date of commercial production and reasons for delay, if any.(G)Deployment of Funds. - (1) The details of the sources of funds and the deployment of these funds on the project (where the issuer is raising capital for a project), up to a date not earlier than two months from the date of filing the letter of offer with the designated stock exchange, as certified by a Chartered Accountant, along with the name of the chartered accountant and the date of the certificate.(2)Where share application money brought in advance by the promoters is deployed in the project and the same is being adjusted towards their rights entitlement in the rights issue, the extent of deployment and utilisation of the funds brought in by the promoters shall be disclosed.(H)Sources of Financing of Funds Already Deployed. - Means and source of financing, including details of "bridge loan" or other financial arrangement, which may be repaid from the proceeds of the issue.(I)Details of Balance Fund Deployment: - Year wise break up of the expenditure proposed to be incurred on the said project.(J)Interim Use of Funds: - Investment avenues in which the management proposes to deploy issue proceeds, pending its utilisation in the proposed project.(K)Any special tax benefits for the issuer and its shareholders.(L)Key Industry Regulations for the proposed objects of the issue (if different from existing business of the issuer)(M)Interest of promoters and directors, as applicable to the project or objects of the issue(VIII)History and Corporate Structure about the Issuer. - In case the issuer has not come out with any issue in the past ten years or more, a brief statement about the history and corporate structure of the issuer, main objects of the issuer and major events in the past.(IX)Management (Board of Directors). - (A) Name, age, qualifications, Director Identification Number, experience, address, occupation and date of expiration of the current term of office of manager, managing director, and other directors (including nominee directors, whole-time directors), giving their directorships in other companies.(B)The nature of any family relationship between any of the directors.(C)Any arrangement or understanding with major shareholders, customers, suppliers or others, pursuant to which of the directors was selected as a director or member of senior management.(D)Details of service contracts entered into by the directors with the issuer providing for benefits upon termination of employment and a distinct negative statement in the absence of any such contract,(X)Financial Information of the Issuer. - (A) Stand-alone and consolidated financial statements of the issuer:(1)A report by the auditors of the issuer with respect to profit or loss and assets and liabilities (indicating changes in accounting policies, if any) in respect of the last completed accounting year for which audit has been completed.(2)A report by the auditors of the issuer on a limited review of the profit or loss and assets and liabilities (indicating changes in accounting policies, if any), as at a date not earlier than six months prior to the date of the opening of the issue, where audited accounts as at such date are not available.(3)For the purpose of clauses (1) and (2) above, it shall be sufficient if:(a)In the statement of the assets and liabilities, the main heads of assets and liabilities as provided in Part I of Schedule VI of the Companies Act, 1956 have been provided. If an issuer is governed by a statute other than the Companies Act, 1956, the main heads of assets and liabilities as specified in such statute shall be provided in the statement of assets and liabilities.(b)In the statement of profit or loss, the information required to be disclosed under the heads of income and expenditure as per clause 41 of the equity listing agreement in respect of quarterly financial information to be filed with the recognised stock exchanges, has been provided.(B)In addition, in accordance with Ministry of Finance Circular no.F.2/5/SE/76 dated February 05, 1977 and amended further on March 08, 1977, the folloWingr. information for the period between the last date of the balance sheet and profit and loss account sent to the shareholders and up to the end of the last but one month preceding the date of the letter of offer shall be furnished.(1)Working results of the issuer under following heads:(b)Estimated gross profit/loss (excluding depreciation and taxes)(c)(i)Provision for depreciation(d)Estimated net profit/loss(2)Material changes and commitments, if any affecting financial position of the issuer.(3)Week-end prices for the last four weeks; current market price; and highest and lowest prices of equity shares during the period with the relative dates(C)Stock market quotation of shares/convertible instruments of the company (high/low price in each of the last three years and monthly high/low price during the last six months).(D)Accounting and other ratios: The following accounting ratios shall be given for each of the accounting periods for which financial information is given;(1)Earnings per share: This ratio shall be calculated after excluding extra ordinary items.(2)Return on Networth: This ratio shall be calculated excluding revaluation reserves.(3)Net Asset Value per share: This ratio shall be calculated excluding revaluation reserves.(4)Accounting and other ratios shall be based on the financial statements prepared on the basis of Indian Accounting Standards.(E)Capitalisation Statement. - (1) A Capitalisation Statement showing total debt, net worth, and the debt/ equity ratios before and after the issue is made shall be incorporated.(2)In case of any change in the share capital since the date as of which the financial information has been disclosed in the prospectus, a note explaining the nature of the change shall be given.(3)An illustrative format of the Capitalisation Statement is specified hereunder:
| Particulars |
Pre-issue as at 30-6-1995 |
As Adjusted for issue |
| (Rupees in lakhs) |
| Short-Term Debt |
1870 |
1870 |
| Long Term Debt |
4370 |
4370 |
| Shareholders Funds |
|
|
| Share Capital |
4000 |
4450 |
| Reserves |
14570 |
37520 |
| Total Shareholders Funds |
18570 |
41940 |
| Long Term Debt/Equity |
0.24:1 |
0.10:1 |
|
Note:Since 31-3-1995 (which is the lastdate as of which financial information has been given in para.... of this document), share capital was increased from Rs. 3000lacs to Rs.4000 lacs by the issue of bonus shares in the ratio of1 share for every 3 shares.
|
Part F – [See regulation 58(2)]
Disclosures in Abridged Letter of Offer(1)A listed issuer making a rights issue of specified securities shall make disclosures, as specified in Part D of this Schedule, in the abridged letter of offer.(2)However, if the conditions specified in clause (I) in Part E of this Schedule are satisfied, the disclosure requirements specified in the following clauses in Part D of this Schedule, shall not be applicable to such issuer:(a)Sub-item (B) of item VII;(b)Sub-item (D) of item VIII;(3)The order in which items shall appear in the abridged letter of offer shall correspond, wherever applicable, to the order in which items appear in the letter of offer.(4)The abridged letter of offer shall also include the following disclosures:(a)Provisions pertaining to applications referred to in sub-regulations (2), (3) and (4) of regulation 54;(b)Rights entitlement ratio;(c)Fractional entitlements;(e)Application for Additional equity shares;(f)Intention of promoters to subscribe to their rights entitlement;(g)Statement that a copy of the offer document of the immediately preceding public or rights issue is made available to the public as specified under sub-regulation (I) of regulation 61 and also as a document for public inspection.Securities And Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009
IX
[See regulation 16(2)]Format of Report to be Submitted by Monitoring Agency
| Name of The Monitoring Agency |
: |
|
| Monitoring Report For The Half Year Ended...... |
|
|
| (1) Name of the Issuer |
: |
|
|
(2) About the issue whose proceeds to bemonitored
|
|
|
| (a) Issue date |
: |
|
| (b) Type of issue (public/rights) |
: |
|
| (c) Type of specified securities |
: |
|
| (d) Issue size |
: |
(Rs----(in crores) |
| (e) Amount collected |
: |
(Rs.----(in crores) |
|
(3) Details of the arrangement made to ensurethe monitoring of issue proceeds.
|
|
|
| (4) Project details (to be monitored) |
: |
|
| (a) Name of the project (particulars and location) |
: |
|
| (b) Cost of the project details |
: |
(Rs. (in crores) |
| (As mentioned in the offer document) |
|
|
| Item Head |
Original Cost |
Revised |
Remarks |
| |
|
|
|
| |
|
|
|
| Item Head |
During Six months |
Cumulative |
| |
|
|
| Type of instrument/Instrument |
Amount invested Rs. in lakhs |
Maturity date |
Earnings |
X
[See Explanation to regulations 26(6), 31, 33(I)(b) and 41(2)(b)]Facilities or Services included in the Term "Infrastructure Sector"For the purposes of these regulations, the expression "infrastructure sector" shall include the following facilities/services:(1)Transportation (including inter modal transportation), including the following:(a)Roads, national highways, state highways, major district roads, other district roads and village roads, including toll roads, bridges, highways, road transport providers and other road-related services;(b)Rail system, rail transport providers, metro rail roads and other railway related services;(c)Ports (including minor ports and harbours), inland waterways, coastal shipping including shipping lines and other port related services:(d)Aviation, including airports, heliports, airlines and other airport related services;(2)Agriculture, including the following:(a)Infrastructure related to storage facilities;(b)Construction relating to projects involving agro-processing and supply of inputs to agriculture;(c)Construction for preservation and storage of processed agro-products, perishable goods such as fruits, vegetables and flowers including testing facilities for quality;(3)Water management, including the following:(a)Water supply or distribution;(4)Telecommunication, including the following:(a)Basic or cellular, including radio paging;(b)Domestic satellite service (i.e., satellite owned and operated by an Indian company for providing telecommunication service);(c)Network of trunking, broadband network and Internet services;(5)Industrial, Commercial and Social development and maintenance, including the following:(a)Real estate development, including an industrial park or special economic zone;(b)Tourism, including hotels, convention centres and entertainment centres;(c)Public markets and buildings, trade fair, convention, exhibition, cultural centres, sports and recreation infrastructure, public gardens and parks;(d)Construction of educational institutions and hospitals;(e)Other urban development, including solid waste management systems, sanitation and sewerage systems, etc.;(6)Power, including the following:(a)Generation of power through thermal, hydro, nuclear, fossil fuel, wind and other renewable sources;(b)Transmission ,distribution or trading of power by laying a network of new transmission or distribution lines;(7)Petroleum and natural gas, including the following:(a)Exploration and production;(c)Liquefaction and re-gasification;(e)Transmission networks and distribution networks including city gas infrastructure;(8)Housing, including the following:(a)Urban and rural housing including public / mass housing, slum rehabilitation etc;(b)Other allied activities such as drainage, lighting, laying of roads, sanitation facilities etc.;(9)Other miscellaneous facilities/services, including the following:(a)Mining and related activities;(b)Technology related infrastructure;(c)Manufacturing of components and materials or any other utilities or facilities required by the infrastructure sector like energy saving devices and metering devices, etc;(d)Environment related infrastructure;(e)Disaster management services;(f)Preservation of monuments and icons;(g)Emergency services (including medical, police, fire, and rescue);(10)Such other facility/service which, in the opinion of the Board, constitutes infrastructure sector.Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009
XI
[See regulation 28(3) and 102]Book Building ProcessPart A – (1) An issuer proposing to issue specified securities through book building process shall comply with the requirements of this Schedule.
(2)Lead Book Ruttier. - (a) The issuer shall appoint one or more merchant banker(s) as book runner(s) and their name(s) shall be disclosed in the draft red herring prospectus.(b)The lead merchant banker shall act as the lead book, runner and shall be primarily responsible for the book building.(c)There shall be only one lead book runner and other merchant bankers appointed, if any, shall either be co-book runners Or syndicate members.(d)Other terms such as joint lead merchant bankers etc, shall not be used.(e)In case of appointment of more than one lead merchant banker or book runner, the rights, obligations and responsibilities of each shall be delineated in the inter-se allocation of responsibility as specified in Schedule I(3)Syndicate Members. - The book runner(s) may appoint syndicate members.(4)Underwriting. - (a) The lead book runner and co-book runners shall compulsorily underwrite the issue and the syndicate members shall sub-underwrite with the lead book runner /co-book runners.(b)The lead book runners/ syndicate members shall enter in to underwriting/ sub underwriting agreement on the date of allocation and furnish details forthwith to the Board.(c)The details of final underwriting arrangement indicating actual numbers of shares underwritten shall be disclosed and printed in the Prospectus before it is registered with the Registrar of Companies.(d)In case of an under subscription in an issue, the shortfall shall have to be made good by the book runner(s) to the issue and the same shall be incorporated in the inter-se allocation of responsibility as specified in Schedule II.(5)Agreement with the stock exchange. - (a) The issuer shall enter into an agreement with one or more of the stock exchange(s) which have the system of on-line offer of securities.(b)The agreement shall specify inter-alia, the rights, duties, responsibilities and obligations of the issuer and recognised stock exchange(s) inter se.(c)The agreement may also provide for a dispute resolution mechanism between the issuer and the stock exchange.(6)Appointment of stock brokers as bidding/collection centres. - (a) The book runner(s)/syndicate members shall appoint stock brokers who are members of the recognised stock exchange and registered with the Board, for the purpose of accepting bids, applications and placing orders with the issuer and ensure that the stock brokers so appointed are financially capable of honouring their commitments arising out of defaults of their clients/investors, if any;Provided that in case of Application Supported by Blocked Amount, Self Certified Syndicate Banks shall also accept and upload the details of such applications in electronic bidding system of the stock exchange(s).(b)The stock brokers and Self Certified Syndicate Bank accepting applications and application monies shall be deemed as 'bidding/collection centres'.(c)The issuer shall pay to the book runners/syndicate members/stock brokers/ Self Certified Syndicate Banks a commission/fee for the services rendered by them.(d)The stock exchange shall ensure that any stock broker does not levy a service fee on his clients/investors in lieu of his services in this regard.(7)Price not to be disclosed in red herring prospectus. - (a) Where the issue size is specified the red herring prospectus may not contain the price and the number of specified securities.(b)The draft red herring prospectus containing all the disclosures including total issue size, if applicable, as specified in Schedule VIII, except that of price and the number of specified securities to be offered through it shall be filed with the Board by the lead merchant banker;Provided that in case of a fast track issue the draft red herring prospectus shall not be filed with the Board.(8)Floor Price and Price Band. - Subject to the provisions of regulation 30 and the provisions of this clause, the issuer may mention the floor price or price band in the red herring prospectus.(a)where the issuer opts not to make the disclosure of the price band or floor price in the red-herring prospectus, the following shall also be disclosed in the red-herring prospectus:(i)a statement that the floor price or price band, as the case may be, shall be disclosed at least two working days (in case of an initial public offer) and at least one working day (in case of a further public offer) before the opening of the bid;(ii)a statement that the investors may be guided in the meantime by the secondary market prices (in case of a further public offer);names and editions of the newspapers where the announcement of the floor price or price band would be made;(iii)names of websites (with address), journals or other media in which the said announcement will be made.(b)Where the issuer decides to opts for price band instead of floor price, the issuer shall also ensure compliance with the following conditions:(i)The cap of the price band should not be more than 20% of the floor of the band; i.e cap of the price band shall be less than or equal to 120% of the floor of the price band;(ii)The price band can be revised during the bidding period in which case the maximum revision on either side shall not exceed 20% i.e floor of price band can move up or down to the extent of 20% of floor of the price band disclosed in the red herring prospectus and the cap of the revised price band will be fixed in accordance with clause (i) above;(iii)Any revision in the price band shall be widely disseminated by informing the stock exchanges, by issuing press release and also indicating the change on the relevant website and the terminals of the syndicate members.(iv)In case the price band is revised, the bidding period shall be extended as per provisions of subregulation (2) of regulation 46.(v)The manner in which the shortfall, if any, in the project financing, arising on account of lowering of price band to the extent of 20% will be met shall be disclosed in the red herring prospectus. It shall also be disclosed that the allotment shall not be made unless the financing is tied up.(9)Application-cum-Bidding form. - (a) The issuer shall provide the application-cum-bidding forms to the syndicate members and Self Certified Syndicate Banks.(b)The issuer shall make arrangement for collection of the applications-cum-bidding from mandatory collection centres as provided in sub-regulation (6) of regulation 5.(c)For the purpose of 'bidding' the document should be printed and circulated as "Red Herring Prospectus' The same nomenclature shall be used throughout the document.(d)Under "Red Herring Prospectus", add "Please read Section 60B of the Companies Act, 1956.(e)'Bid' should be defined as 'indication to make an offer and not as 'an offer'(f)State the manner of bidding by corporate bodies and submission/deposit of supporting documents at the time of bidding. In the case of bids/ applications by HUF, state the manner of making application and that HUF would be considered as 'individual'.(g)Ensure that the application-cum-bidding form meant for Applications Supported by Blocked Amount or otherwise, provides for all the relevant information including the one specified in this regard in the relevant Acts/ Regulations.(h)The application-cum-bidding form, other than the form meant for Applications Supported by Blocked Amount, shall satisfy the following conditions:(i)the bidding form shall be standard to ensure uniformity in bidding and accuracy;(ii)the bidding form shall contain information, about the investor, the price and. the number of securities that the investor wishes to bid;(iii)before being issued to the investors the bidding form shall be serially numbered and date and time stamped at the bidding centres;(iv)the serial number may be system generated or stamped with an automatic numbering machine;(v)the bidding form shall be issued in, duplicate signed by the investor and countersigned by the syndicate member, with one form for the investor and the other for the syndicate member(s)/book runner(s);(i)The application-cum-bidding form for Applications Supported by Blocked Amount shall contain all the relevant details and shall be uniform for all ASBA investors.(10)Anchor investors (not applicable in case of an IDR issue). - (a) An Anchor Investor shall make an application of a value of at least Rs. 10 crore in the public issue.(b)Allocation to Anchor Investors shall, be on a discretionary basis and subject to a minimum number of 2 such investors for allocation of upto Rs. 250 crore and 5 such investors for allocation of more than Rs. 250 crore.(c)Upto thirty per cent. of the portion available for allocation to qualified institutional buyers shall be available to anchor investor(s) for allocation/allotment ("anchor investor portion").(d)One-third of the anchor investor portion shall be reserved for domestic mutual funds.(e)The bidding for Anchor Investors shall open one day before the issue opening date.(f)Anchor Investors shall pay a margin of at least 25% on application with the balance to be paid within two days of the date of closure of the issue.(g)Allocation to Anchor Investors shall be completed on the day of bidding by Anchor Investors(h)If the price fixed as a result of book building is higher than the price at which the allocation is made to Anchor Investor, the Anchor Investor shall bring in the additional amount. However, if the price fixed as a result of book building is lower than the price at which the allocation is made to Anchor Investor, the excess amount shall not be refunded to the Anchor Investor and the Anchor Investor shall take allotment at the price at which allocation was made to it.(i)The number of shares allocated to Anchor Investors and the price at which the allocation is made, shall be made available in public domain by the merchant banker before opening of the issue(j)There shall be a lock-in of 30 days on the shares allotted to the Anchor Investor from the date of allotment in the public issue.(k)Neither the merchant bankers nor any person related to the promoter/promoter group/merchant bankers in the concerned public issue can apply under Anchor Investor category. The parameters for selection of Anchor Investor shall be clearly identified by the merchant banker and shall be available as part of records of the merchant banker for inspection by the Board.(l)The applications made by qualified institutional buyers under the Anchor Investor category and under the Non Anchor Investor category may not be considered as multiple applications.(11)Margin Money. - (a) The margin collected from categories other than Qualified Institutional Buyers shall be uniform across the book runner(s)/syndicate members /Self Certified Syndicate Banks for each such investor category.(b)An amount of not less than ten pet-Cent of the application money in respect of bids placed by qualified institutional buyers and not less than twenty five percent of the application money from the Anchor investors shall be taken as margin money.(c)An amount to the extent of entire application money as margin money may be collected from the applicants before they place an order on their behalf(d)Amount of margin charged from an investor shall be entered and printed in the TRS.(e)The payment accompanied with any revision of Bid, shall be adjusted against the payment made at the time of the original bid or the previously revised bid.(f)Bids for specified securities beyond the investment limit prescribed under relevant laws shall not be accepted by the syndicate members/stock brokers from any category of clients/ investors.(g)The stock brokers shall collect the money from their client for every order placed by them and in case the clients/investors fails to pay for specified securities allocated as per these regulations, the stock brokers shall pay such amount;Provided that in case of Applications Supported by Blocked Amount, the Self Certified Syndicate Banks shall follow the procedure specified in this regard by the Board.(12)Bidding Process. - (a) Bidding process shall be only through an electronically linked transparent bidding facility provided by recognised stock exchange (s).(b)The lead book runner shall ensure the availability of adequate infrastructure with syndicate members for data entry of the bids in a timely manner.(c)The syndicate members shall be present at the bidding centres so that at least one electronically linked computer terminal at all the bidding centres is available for the purpose of bidding.(d)During the period the issue is open to the public for bidding, the applicants may approach the stock brokers of the stock exchange/s through which the securities are offered under on-line system or Self Certified Syndicate Banks, as the case may be, to place an order for bidding for the specified securities.(e)Every stock broker shall accept orders from all clients/investors who place orders through him and every Self Certified Syndicate Bank shall accept Applications Supported by Blocked Amount from ASBA investors.(f)Applicants who are qualified institutional buyers shall place their bids only through the stock brokers who shall have the right to vet the bids;(g)The bidding terminals shall contain an online graphical display of demand and bid prices updated at periodic intervals, not exceeding thirty minutes.(h)At the end of each day of the bidding period, the demand including allocation made to anchor investors, shall be shown graphically on the bidding terminals of syndicate members and websites of recognised stock exchanges offering electronically linked transparent bidding facility, for information of public.(i)The investors (except ASBA investors) may revise their bids;(j)The qualified institutional buyers shall not withdraw their bids after closure of bidding.(k)The identity of qualified institutional buyers making the bidding shall not be made public.(l)The stock exchanges shall continue to display on their website, the data pertaining to book built issues in an uniform format, inter alia giving category-wise details of bids received, for a period of atleast three days after closure of bids. Such display shall be as per the format specified in Part B of this Schedule.(13)Determination of Price. - (a) The issuer shall, in consultation with lead book runner, determine the issue price b4setf on the bids received(b)On determination of the price, the number of specified securities to be offered shall be determined (i.e. issue size divided by the price to be determined).(c)Once the final price (cut-off price) is determined, all those bidders whose bids have been found to be successful (i.e. at and above the final price or cut-off price) shall be entitled for allotment of specified securities.(d)Retail individual investors may bid at "cut off' price instead of their writing the specific bid price in the bid forms.(e)The lead book runner may reject a bid placed by a qualified institutional buyer for reasons to be recorded iniwriting provided that such rejection shall be made at the time of acceptance of the bid and the reasons therefor shall be disclosed to the bidders. Necessary disclosures in this regard shall also be made in the red herring prospectus.(14)Registering of prospectus with Registrar of Companies. - The final prospectus containing all disclosures in accordance with the provisions of these regulations including the price and the number of specified securities proposed to be issued shall be registered with the Registrar of Companies.(15)Manner of Allotment/ Allocation. - (a) Allotment to retail individual investors, non-institutional investors and qualified institutional buyers other than anchor investors shall be made proportionately as illustrated in this Schedule.(b)In case of under subscription in any category, the undersubscribed portion in that category shall be allocated to the bidders as per disclosures made in the red herring prospectus;Provided that the unsubscribed portion in qualified institutional buyer category shall not be available for subscription to other categories, in case the book building process is undertaken for the purpose of compliance of eligibility conditions for public issue.(c)On receipt of the sum payable on application for the amount towards minimum subscription, the issuer shall allot the specified securities to the applicants as per these regulations.(d)Definition of CAN to be modified to state that it is for 'allocation of shares' and not 'confirmation of shares(16)Application for listing. - Subject to the provisions of these regulations, the issuer may apply for listing of specified securities on a stock exchange other than the stock exchange through which it offers its specified securities to public through the on-line system.(17)Maintenance of Books and Records. - (a) A final book of demand showing the result of the allocation process shall be maintained by the lead book runner.(b)The book runner/s and other intermediaries associated in the book building process shall maintain records of the book building prices.(c)The Board shall have the right to inspect the records, books and documents relating to the book building process and such person shall extend full co-operation.(18)Applicability to fast track issues. - Unless the context otherwise requires, in relation to fast track issues all references in this Schedule to 'draft prospectus' shall be deemed to have been made to 'red herring prospectus'.Part B – Format of Bid Data Displayed on Stock Exchange
NAME OF THE ISSUE - BID DETAILS(1)Details of Allocation to Anchor Investors
| S. No. |
Name of Anchor Investor |
No. of equity shares available under AnchorInvestor portion
|
Details of Allocation |
| No of equity shares |
No. of equity shares allocated as a percentageof no. of equity shares under Anchor Investor portion
|
| (a) |
AI 1AI 2 |
|
|
|
| |
Total (a) + (b) |
|
|
|
| S. No. |
Category of Investor |
No. of equity shares offered / reserved |
No of equity shares bid for/allocated |
No of times of the total meant for thecategory
|
| 1. |
QIBs |
|
|
|
| (a) |
FIIs |
|
|
|
| |
Domestic Financial Institutions(Banks/FIs/Insurance Companies, etc.)
|
|
|
|
| (b) |
Mutual Funds |
|
|
|
| (c) |
Others |
|
|
|
| 2. |
Non Institutional Investors |
|
|
|
| (a) |
Corporates |
|
|
|
| (b) |
Individuals (other than RIIs) |
|
|
|
| (c) |
Others |
|
|
|
| 3. |
Retail Individual Investors (RIIs) |
|
|
|
| |
Cut off |
|
|
|
| |
Price bids |
|
|
|
| 4. |
Reservation categories, if any |
|
|
|
| (a) |
Cut off |
|
|
|
| (b) |
Price bids |
|
|
|
| |
|
|
|
|
Part C – Illustration Regarding Allotment to Qualified Instutional Buyers Other Than Anchor Investors
(1)Issue Details
| Sr. No. |
Particulars |
Issue details |
| 1 |
Issue size |
200 crores equity shares |
| 2 |
Portion available to QIBs* |
100 crore equity shares |
| 3 |
Anchor Investor Portion |
30 crores |
| 4 |
Portion available to QIBs* other than anchorinvestors [(2) - (3)]
|
70 crores equity shares |
| |
Of which |
|
| a. |
Reservation to MF (5%) |
3.5 crores equity shares |
| b. |
Balance for all QIBs including MFs |
66.5 crores equity shares |
| 5 |
No. of QIB applicants |
10 |
| 6 |
No. of shares applied for |
500 crores equity shares |
| S. No. |
Type of QIB bidders |
No. of shares bid for (in crores) |
| 1 |
Al |
50 |
| 2 |
A2 |
20 |
| 3 |
A3 |
130 |
| 4 |
A4 |
50 |
| 5 |
A5 |
50 |
| 6 |
MF1 |
40 |
| 7 |
MF2 |
40 |
| 8 |
MF3 |
80 |
| 9 |
MF4 |
20 |
| 10 |
MF5 |
20 |
| |
TOTAL |
500 |
| Type of QIB bidders |
Equity shares bid for |
Allocation of 3.5 crores equity shares to MFsproportionately (See Note 2)
|
Allocation of balance 66.5 crores equityshares to QIBs proportionately (See Note 4)
|
Aggregate allocation to MFs |
| Al |
50 |
0 |
6.65 |
0 |
| A2 |
20 |
0 |
2.66 |
0 |
| A3 |
130 |
0 |
17.29 |
0 |
| A4 |
50 |
0 |
6.65 |
0 |
| A5 |
50 |
0 |
6.65 |
0 |
| MF1 |
40 |
0.7 |
5.32 |
6.02 |
| MF2 |
40 |
0.7 |
5.32 |
6.02 |
| MF3 |
80 |
1.4 |
10.64 |
12.04 |
| MF4 |
20 |
0.35 |
2.66 |
3.01 |
| MF5 |
20 |
0.35 |
2.66 |
3.01 |
| |
500 |
3.5 |
66.5 |
30.1 |
XII
[See regulation 45(10)]Format of Report for Green Shoe OptionThe report for Green Shoe Option shall be filed in the following format :-(2)Name of the Stabilising Agent (Registration No. as merchant banker with SEBI):(3)Issue size,(No. of equity shares) :(6)Over-allotment in issue (%):(7)Date of commencement of trading :(8)Amount in the 'Green Shoe Option Bank Account' (in rupees) :(9)Details of promoter(s) from whom shares borrowed (Name Number of shares borrowed):(10)Date on which the stabilisation period ended :(11)Number of shares bought during the stabilization period :(12)Date on which issuer allotted further shares to the extent of shortfall:(13)Date when the shares in the Green Shoe Option Demat Account were returned to the promoter(s):(14)Date when the money in the Green Shoe Option Bank Account was remitted to the issuer:(15)Details of the Depository account (Special account for Green Shoe Option securities) where shares purchased from the market were kept inter-alia the following:(a)Depository Participant(c)Number of shares purchased, date wise.(d)Number of shares taken out, date wise.(16)Details of amount transferred to the Investor Protection and Education Fund established by the Board.
| Amount (in rupees) |
Cheque/Pay Order details |
| |
|
XIII
Formats of Advertisements for Public IssuePart A – [See regulations 47(2), 60(7)(m) and 60(7)(n)]
Format of Pre-Issue Advertisement for Public Issue (Fixed Price/Bookbuilt)This is only an advertisement for information purposes and not a prospectus announcement.ABC LTD.(name of the issuer)(Incorporated on .............. under ....... the Act as .............. and subsequently renamed as .............. (if applicable) .............. on ..............) Registered Office: .............. Tel: .............. Fax .............. Corporate Office: .............. Tel: .............. Fax: .............. e-mail: .............. Website:The IssuePublic issue of ......... (give nature of specified securities) of Rs. ......... each at a price of Rs. ......... (Floor price or price band or as the case may be in case of book built issue) for cash aggregating Rs. ......... (appropriate disclosure for book built issue)Disclosure with respect to face value of shares as per sub-regulation (2) of regulation 31(The disclosure about details of allocation shall be given in case of book built issues on these lines)The issue is being made through the book building process wherein at least ..... % shall be allocated to qualified institutional buyers including upto of the issue to anchor investors. Further, not less than ..... % of the issue shall be available for allocation to non-institutional investors and the remaining ..... % of the issue shall be available for allocation to retail individual investors as per the allotment procedure specified in the Regulations, subject to valid bids being received at or above the issue price.Promoters[_XYZ_]Proposed ListingNames of Stock ExchangesDisclaimer Clause of the Securities and Exchange Board of India (SEBI)"SEBI only gives its observations on the offer documents and this does not constitute approval of either the issue or the specified securities the offer document."Lead Merchant Bankers/Book Running Lead Merchant Bankers/Co-Book Running Lead Merchant Bankers (as the case may be)Name, address, telephone and fax numbers, email ID, website address and contact personCompliance Officer of the IssuerName, address, telephone and fax numbers, email ID, website addressCredit Rating (only if applicable)Debenture Trustees (if applicable)IPO GradingAvailability of Application FormsNames of issuer, lead merchant bankers, book runners, syndicate members, stock brokers and bankers to the issue, Self Certified Syndicate Banks (as the case may be) (Addresses optional).Application Supported by Blocked Amount forms shall be available with designated branches of Self Certified Syndicate Banks, the list of which is available at websites of the stock exchanges and Board.Availability of ProspectusInvestors 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 I lead merchant banker/s / stock exchange/s at www.....Issue/Bid Opens On:Issue/Bid Closes On:Issued byDirectors of IssuerPart B – [See regulations 48, 60(7)(m) and 60(7)(n)]
Format of Issue Opening Advertisement for Public Issue (Fixed Price/Bookbuilt)This is only an advertisement for information purposes and not a prospectus announcement.ABC LTD. (name of issuer)(Incorporated on ..... under the Companies Act as ..... and subsequently renamed ..... Registered Office: ..... Tel: ..... Fax Corporate Office: ..... Tel: ..... Fax: ...... e-mail: ..... Website: .....The IssuePublic issue of .... equity shares / debentures (if applicable) of Rs. .... each at a price of Rs. .... (Floor price or price band or as the case may be for book built issue) for cash aggregating Rs. .... (appropriate disclosure for book built issue)Disclosure with respect to face value of shares as per sub-regulation (2) of regulation 31(The disclosure about details of allocation shall be made in case of book built issues in these lines)The issue is being made through the book building process wherein at least.... % shall be allocated to qualified institutional buyers including upto .... %. of the issue to anchor investors. Further, not less than .... % of the issue shall be available for allocation to non-institutional investors and the remaining .... % of the issue shall be available for allocation to retail individual investors as per the allotment procedure specified in the Regulations, subject to valid bids being received at or above the issue price.Promoters[_XYZ_]Proposed ListingNames of Stock ExchangesDisclaimer Clause of Securities and Exchange Board of India ("SEBI")"SEBI only gives its observations on the offer documents and this does not constitute approval of either the issue or the offer document."Lead Merchant Bankers/Book Running Lead Merchant Bankers/Co-Book Running Lead Merchant Bankers (as the case may be)Name, address, telephone and fax numbers, e-mail ID, website address and contact personCompliance Officer of IssuerName, address, telephone and fax numbers, e-mail ID, website addressCredit Rating (only if applicable)Debenture Trustees (only if applicable)IPO GradingAvailability of Application FormsNames of Issuer, lead merchant bankers, book runners and bankers to the issue, Self Certified Syndicate Banks (as the case may he) (Addresses optional)Availability of ProspectusInvestors 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 merchant banker/s/Stock Exchange/s at www.....Issue/Bid Opens TodayIssued byDirectors of IssuerPart C – [See regulation 48, 60(7)(m) and 60(7)(n)]
Format of Issue Closing Advertisement For Public Issue (Fixed Price/Bookbuilt)This is only an advertisement for information purposes and not a prospectus announcement.ABC LTD. (name of issuer)(Incorporated on .... under the Companies Act .... as and subsequently renamed .... Registered Office: .... Tel: .... Fax Corporate Office: .... Tel: .... Fax: .... e-mail: .... Website: ....The IssuePublic issue of....equity shares (if applicable) of Rs.....each at a price of Rs..... (Floor price or price band or as the case may be for Book built issue) for cash aggregating Rs.....(appropriate disclosure for Book Built issue)Disclosure with respect to face value of shares as per sub-regulation (2) of regulation 31[The disclosure about details of allocation shall be made in case of book built issues in these lines].The issue is being made through the book building process wherein at least.... % shall be allocated to qualified institutional buyers including upto.... % of the issue to anchor investors. Further, not less than.... % of the issue shall be available for allocation to non-institutional investors and the remaining.... % of the issue shall be available for allocation to retail individual investors as per the allotment procedure specified in the Regulations, subject to valid bids being received at or above the issue price.Promoters[_XYZ_]Proposed ListingNames of Stock ExchangesDisclaimer Clause of Securities and Exchange Board of India ("SERI")"SEBI only gives its observations on the offer documents and this does not constitute approval of either the issue or the offer document."Lead Merchant Bankers / Lead Book Runners / Co-Book Runners (as the case may be)Name, address, telephone and fax numbers, email ID, website address and contact personCompliance Officer of IssuerName, address, telephone and fax numbers, email ID, website addressCredit Rating (only if applicable)Debenture Trustees (only if applicable)IPO GradingAvailability of Application FormsNames of Issuer, Lead Merchant bankers, book runners, Bankers to the issue, Self Certified Syndicate Banks (as the case may be) (Addresses optional)Availability of ProspectusInvestors 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 merchant banker/s / Stock Exchange/s at www.....ISSUE / BID CLOSES TODAYIssued byDirectors of IssuerSecurities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009
XIV
[See regulation 49(2)]Illustration Explaining Minimum Application SizeFor inviting applications in multiples of the minimum value as referred to in sub-regulation (2) of regulation 49, the procedure is clarified by following example:Assuming an issue is being made at a price of Rs.390 per equity share. In this case, the issuer in consultation with the lead merchant banker can determine the minimum application lot within the range of 13 17 equity shares (in value terms between Rs.5000- Rs.7000), as explained hereunder:
| Options |
I |
II |
III |
IV |
V |
| Lot Size @ Rs.390/- per share |
13 shares |
14 shares |
15 shares |
16 shares |
17 shares |
| Application/Bid amount for 1 lots |
5070 |
5469 |
5850 |
6240 |
6630 |
| Application/Bid amount for 2 lots |
10140 |
10920 |
11700 |
12480 |
13260 |
| Application/Bid amount for 4 lots |
20280 |
21840 |
23400 |
24960 |
26520 |
| Application/Bid amount for 8 lots |
40560 |
43680 |
46800 |
49920 |
--- |
| Application/Bid amount for 9 lots |
45630 |
49140 |
--- |
--- |
--- |
XV
[See regulations 50(2)407 and Schedule XI]Illustration Explaining Procedure of Allotment(1)Total no. of specified securities on offer@ Rs. 600 per share: 10 crore specified securities(2)Specified securities on offer for retail individual investors' category: 2.5 crore specified securities(3)The issue is over subscribed 4 times whereas the retail individual investors' category is over subscribed 8.25 times(4)Issuer decides to fix the minimum application / bid size as 9 specified securities (falling within the range of Rs. 5000 - 7000). Application can be made for a minimum of 9 specified securities and in multiples thereof.(5)Assume there are three retail individual investors A, B C. A has applied for 81 specified securities. B has applied for 72 specified securities and C has applied for 45 specified securities. As per allotment procedure, the allotment to retail individual investors shall be on proportionate basis i.e., at 118.25th of the total number of specified securities applied for. The actual entitlement shall be as follows:
| Sr. No. |
Name of Investor |
Total Number of specified securities appliedfor
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Total number of specified securities eligibleto be allotted No. of specified securities applied for / 8.25)
|
| 1 |
A |
81 |
81/8.25 = 9.82 specified securities rounded offto 10 specified securities.
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| 2 |
B |
72 |
72/8.25 = 8.73 specified securities rounded offto 9 specified securities (i.e. minimum application size).
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| 3 |
C |
45 |
45/8.25=5.45 specified securities.Applicationliable to be rejected. (as the entitlement is less than theminimum application size).However, the successfulapplicants out of the total applicants shall be determined bydrawal of lots.
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XVI
Formats of Post Issue ReportsPart A – [See regulation 65(2)(a) and 104(2)(a)]
Format of Initial Post Issue Report for Public IssueSubscription Status: (Subscribed/ Undersubscribed)Note: It is the responsibility of lead merchant banker to give correct information after verifying it from the issuer and the registrar to the issue.
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Name of the Issuer |
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Issue opening date |
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Earliest closing date |
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Actual closing date |
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Date of filing prospectus with RoC |
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Issue Details (as per the prospectus) |
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(a) Nature of specified securities |
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(equity shares/fully convertible debentures/partly convertible debentures, etc.) |
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(b) Offer price per security for differentcategories
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(c) Amount per security on application fordifferent categorises
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(d) Issue size |
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(Rs lakhs) |
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(i) Promoters' contribution |
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(ii) Date of submission of auditors'certificate to the Board for receipt of promoters' contribution
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(iii) Amount through offer document (includingreserved categories and net public offer)
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(iv) Reserved Category |
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Amount reserved on competitive basis (Rs lakhs) |
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Employees Others (Please specify) |
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(v) Net public offer |
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(a) Provisional subscription details of netpublic offer (including unsubscr bed portion of reservedcategories
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(i) Total amount to be collected on application |
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Rs lakhs |
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(ii) Amount collected on application |
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Rs lakhs |
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(iii) % subscribed i.e. % of (ii) to (i) |
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(%) |
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(b) Amount subscribed by the reservedcategories
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Rs. lakhs |
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(8) Please tick markwhether 90% minimum subscription of the amount through offerdocument is collected.
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(i) YES |
(ii) NO |
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Signed byRegistrars to theIssuePlace:Date:
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Signed byIssuer |
Signed byLeadmerchant banker
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Part B – [See regulations 65(2)(a) and 104(2)(a)]
Format of Initial Post Issue Report for Rights IssueSubscription Status: (Subscribed / Undersubscribed)Note: It is the responsibility of lead merchant banker to give correct information after verifying it from the issuer and the registrar to the issue.
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Name of the issuer |
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| (2) |
Issue opening date |
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| (3) |
Actual closing date |
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| (4) |
Date of filing letter of offer with the stockexchange
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| (5) |
Issue details (as per the letter of offer) |
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(a) Basis of offer (ratio) |
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(b) Nature of specified securities |
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(equity shares/fully convertible debentures/partly convertible debentures, etc.) |
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(c) Offer price per instrument |
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(d) Amt. per instrument on application |
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(e) Issue size |
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Rs. lakhs |
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| (6) |
Record date |
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| (7) |
Provisional subscription details of the issue : |
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(a) Total amount to be collected on application |
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Rs. lakhs |
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(b) Amount collected on application |
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Rs. laths |
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(c) % subscribed i.e. % of (ii) to (i) |
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(%) |
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(d) Please tick mark whether 90% minimumsubscription collected
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(i) YES (ii) NO |
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Signed byRegistrars to theIssuePlace:Date:
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Signed byIssuer |
Signed byLeadmerchant banker
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Part C – [See regulations 65(2)(b) and 104(2)(b)]
Format of Final Post Issue Report for Public Issue Subscription Status: (Subscribed/Undersubscribed)Notes. - (1) It is the responsibility of lead merchant banker to give correct information after verifying the facts from the issuer and the registrar to the issue.(2)The lead merchant banker shall enclose a certificate from the refund banker that the amount of refund due from the issuer to investors is deposited in a separate account giving details of the total amount deposited in the account and date of deposit.
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In Case of Subscribed Issue |
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Name of the issuer |
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| (2) |
Issue opening date |
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| (3) |
Actual closing date |
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| (4) |
Issue Details (as per the prospectus) |
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(a) Nature of instrument |
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(equity shares/fully convertibledebentures/partly convertible debentures, etc.)
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(b) Offer price per instrument |
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(c) Amount per instrument on application |
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(d) Issue Size |
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Rs. in lakhs |
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| (5) |
3-Day Report |
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(a) Due on |
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(b) Submitted on |
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| (6) |
No. of collecting banks |
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(Also specify ho. of bank branches) |
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| (7) |
Bank-wise names of branches which did notsubmit final consolidated certificates from closure of issue andmention the dates when they actually submitted :
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| (8) |
Subscription Details |
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(a) Public Offer (Net) (Including unsubscribedportion of reserved category added back to net public offer)
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(i) No. of applications recd. |
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(ii) No. of instruments applied for |
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(iii) Amount of subscription received |
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Rs. |
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(iv) No. of times issue subscribed |
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(b) Information relating to reserved categories |
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Reservations |
No. of applications |
No. of instruments |
Amount |
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Employees Others (Specify) |
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| (9) |
Actual Date of finalisation of Basis ofAllotment (enclose copy)
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| (10) |
Allotment Details |
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(a) No. of successful allottees per 1 lakhshares
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(b) No. of unsuccessful allottees |
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| (11) |
Actual Date(s) of completion of despatch of |
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(a) Refund Orders |
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(b) Certificates/Allotment Letters |
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(c) Reasons for delay in despatch, if any |
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(d) Whether interest paid for delayed period.if so, for which period
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| (12) |
Amount of refund due |
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Rs. |
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| (13) |
Refund Banker(s) (Name and Address) |
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| (14) |
Date of transfer of refund amount to RefundBanker, if any
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| (15) |
Date of completion of despatch of refund orders |
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| (16) |
Name of Designated Stock Exchange |
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| (17) |
Names of other stock exchanges where listing issought
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| (18) |
Date on which application was filed with eachstock exchange for listing of instruments
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| (19) |
Date when listing and trading permission givenby each stock exchange (Enclose copies of permission letters ofstock exchanges)
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| (20) |
Reasons for delay in listing for trading, ifany
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| (II) |
In Case of Under Subscribed Issue |
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If the issue is underwritten, mention theamount of issue underwritten
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| (2) |
Extent of under subscription on the date ofclosure of the issue
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(a) Percentage |
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(b) Amount |
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| (3) |
Total no. of underwriters |
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| (4) |
If devolvement notices had not been issued,mention how the shortfall was met
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| (5) |
No. of underwriters to whom devolvement noticeshad been issued
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| (6) |
Date of issue of devolvement notices |
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| (7) |
No. of underwriters who did not pay devolvement(Please give names, amount underwritten and reasons for notpaying)
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| (8) |
In case of default from underwriters, mentionhow the shortfall was met
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| (9) |
In case where FIs/ MFs had subscribed to makeup shortfall not as underwriter
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(a) Name of FI/MF |
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(b) No. of securities applied for |
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(c) Amount received |
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Signed byRegistrars to theIssuePlace:Date:
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Signed byIssuer |
Signed byLeadmerchant banker
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Part D – [See regulations 65(2)(b) and 104(2)(b)]
Format of Final Post Issue Report for Rights IssueSubscription Status: (Subscribed / Undersubscribed)Notes. - (1) It is the responsibility of lead merchant banker to give correct information after verifying it from the issuer and the registrar to the issue.(2)The lead merchant banker shall enclose a certificate from the banker to issue that the amount of refunds due from the issuer to investors is deposited in a separate account giving details of the total amount deposited in the account and date of deposit.
| (I) |
In Case of Subscribed Issue |
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| (1) |
Name of the issuer |
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| (2) |
Issue Opening date |
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| (3) |
Actual closing date |
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| (4) |
Issue Details (as per the letter of offer) |
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(a) Basis of offer |
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(b) Nature of instrument |
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(equity shares/fully convertibledebentures/partly convertible debentures, etc.)
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(c) Amt. per instrument on application |
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Offer price per instrument |
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(d) Issue Size |
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Rs. in lakhs |
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| (5) |
3-Day Report |
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(a) Due on |
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(c) Submitted on |
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| (6) |
No. of collecting banks (Also specify no. ofbank branches)
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| (7) |
Bank-wise names of branches which did not submitfinal consolidated certificate from closure of issue and mentionthe dates when they actually submitted
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| (8) |
Details of subscription |
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(a) Percentage of rights taken up by |
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(i) Promoters |
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(ii) Other Shareholders |
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(b) Percentage of rights renounced by |
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(i) Promoters |
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(ii) Others |
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(c) Percentage of rights taken by shareholders/renounces
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(d) Percentage at the disposal of the Board |
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(e) Out of the unsuhscribed portion as in above,taken by
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(i) Promoters |
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(ii) Others |
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| (9) |
Promoters shareholding |
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No. of Shares |
Percentage |
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(a) Prior to the Issue |
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(b) On Expanded Capital after the rights issue |
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| (10) |
Date of finalisation of allotment (enclose copyof the basis of allotment)
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| (11) |
(a) Name and Address of Refund Banker |
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(b) Amount of refund due |
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(c) Date of transfer of refund amount to refundbanker, if any
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| (12) |
Actual date(s) of completion of despatch of: |
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(a) Refund orders |
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(b) Certificate/ allotment letters/demat credit |
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(c) Reasons for delay h despatch, if any |
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(d) Whether interest paid for delayed period, ifso, for which period
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| (13) |
Name of designated stock exchange |
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| (14) |
Names of other stock exchanges where listing issought
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| (15) |
15th day from the date of closure of the issue |
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| (16) |
Date on which application was filed with eachstock exchange for listing of instruments
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| (17) |
Date when listing and trading permission givenby each stock exchange (Enclose copies of permission letters ofstock exchanges)
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| (18) |
Reason for delay in listing for trading, if any |
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| (II) |
In Case of Under Subscribed Issue |
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| (1) |
Extent of under-subscription on the date ofclosure of the issue
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(a) Percentage |
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(b) Amount |
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| (2) |
Details of standby assistance, if any |
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(a) No. of Underwriters |
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(b) No. of Underwriters who did not paydevolvement (Please give names, amount underwritten and reasonsfor not paying)
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| (3) |
In case where FIs/ MFs had subscribed to make upshortfall not as underwriter
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(a) Name of FI/MF |
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(b) No. of securities applied for |
: |
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(c) Amount Received |
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Signed byRegistrars to theIssuePlace:Date:
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Signed byIssuer |
Signed byLeadmerchant banker
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XVII
[See regulation 67(4) and 105]Format of Underwriting Devolvement Statement
| (1) |
Name of the merchant banker |
: |
| (2) |
Name of the issuer: |
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| (3) |
Issue size |
: |
| (4) |
Issue-wise statement of non-acceptance ofunderwriting devolvement
|
: |
| Sr. No. |
Name of the Underwriter |
Amount underwritten |
Amount devolved |
Date of issue of notice of devolvement, if any |
Reasons for not accepting devolvement |
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XVIII
[See regulation 84(1)]Disclosures in Placement Document(1)Disclaimer to the effect that the Memorandum relates to an issue made to qualified institutional buyers under Chapter VIII of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirement) Regulations, 2009 and that no offer is being made to the public or any other class of investors.(2)Glossary of terms/abbreviations(3)Financial statements contained herein(4)Merchant bankers/merchant bankers to the placement and other advisors(5)Summary of the offering and eligible security(7)Market price information: Disclose particulars of:-(a)high, low and average market prices of equity shares of the issuer during the preceding three years;(b)monthly high and low prices for the six months preceding the date of filing of the prospectus;(c)number of equity 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;(d)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 recognizes the change in the capital structure (e.g., when the equity shares have become ex-rights or ex-bonus)(e)the market price immediately after the date on which the resolution of the board of directors approving the issue was approved(f)the volume of securities traded in each month during the six months preceding the date on which the offer document is filed with Registrar of Companies;(g)along with high, low and average prices of shares of the issuer, details relating to volume of business transacted should also be stated for respective periods.(8)Use of proceeds:(b)break-up of the cost of project for which the money is raised through issue;(c)the means of financing such project; and(d)proposed deployment status of the proceeds at each stage of the project.(9)Capitalization Statement(11)Selected Financial and other Information(12)The audited consolidated or unconsolidated financial statements prepared in accordance with Indian GAAP shall contain the following:(a)Report of Independent Auditors on the Financial Statements(e)Statements of changes in stockholders' equity(f)Statements of cash flows(g)Statement of accounting policies(h)Notes to financial statements(i)Statement relating to subsidiary companies (in case of unconsolidated financial statements)(13)Management's Discussion and Analysis of financial condition and results of operations(16)Organizational structure and major shareholders(17)Board of directors and senior management(18)Taxation aspects relating to the eligible securities(22)Such other information as is material and appropriate to enable the investors to make an informed decision.Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009
XIX
[See regulations 103(2)(b) and 103(3)]Disclosures in Prospectus and Abridged Prospectus for Issue of Indian Depository ReceiptsPart A – [See regulation 103(2)(b)]
Disclosures in Prospectus for Issue of Indian Depository ReceiptsA prospectus for issue of Indian Depository Receipts (IDR) shall contain all details as specified herein.(1)General Instructions with Respect to Contents of the Prospectus. - (a) The merchant banker has the option to file the draft prospectus as a public filing or a confidential filing, accompanied with fees as prescribed in Rule 5(1)(ii) of the Companies (Issue of Indian Depository Receipts) Rules, 2004.(b)Where the merchant banker opts for confidential filing of the draft prospectus, it shall subsequently file an updated draft prospectus with the Board (without payment of any additional fees), after incorporating therein changes, if any, suggested or specified by the Board. The updated draft prospectus shall be made public for a period of twenty one days from the date of its filing with the Board.(c)The contents of the prospectus including the financial statements of the issuing company, its subsidiaries and associates shall be in plain English.(d)The term "associate" for the purpose of this Schedule would mean "associate" as defined in Indian GAAP, or MRS or US GAAP in which the financial statements of the issuing company are disclosed.(e)The prospectus shall contain all material information which shall be true and adequate so as to enable the investors to make informed decision on the investments in the issue.(f)The prospectus shall also contain the information and statements specified herein.(g)The issuing company shall, through a merchant banker file a prospectus certified by two authorized signatories of the issuing company, one of whom shall be a whole-time director and other the Chief Accounts Officer or the Chief Financial Officer, stating the particulars of the resolution of the Board or the shareholders by which it was approved, with the Board and Registrar of Companies, New Delhi, before such issue. They shall also certify that all the disclosures made in the prospectus are correct and adequate.(h)The agreement made with the domestic depository shall also be furnished along with the prospectus.(i)The lead merchant banker who is responsible for conducting due diligence exeicise with respect to contents of the offer document, -as per inter-se allocation of responsibilities, shall sign the due diligence certificate(j)A statement shall be made by the merchant banker in the prospectus (including a due diligence certificate) in the format as specified in format specified in Part C.(k)A statement will be made by the issuing company, disclaiming responsibility for statements made otherwise than in the prospectus, as follows:"The issuing company, its directors and the merchant banker accept no responsibility for statements made otherwise than in the prospectus or in the advertisements or any other material issued by at our instance and anyone placing reliance on any other source of information including our website.... shall be doing so at his or her own risk."(2)The Issue. - Summary of the terms of offer shall be incorporated, including:(a)Offer and listing details(d)Selling shareholders, if any(3)Forward Looking Statements. - A paragraph on the statements that are forward looking statements and not matters of historical facts shall be incorporated. A statement on the sources of data used in the prospectus and their accuracy shall also be incorporated. A line should also be incorporated on whether these have been independently verified.(4)General Information. - (a) Definitions/terms used in the prospectus(b)Name, address and contact information of the registered office of the issuing company;(c)Name, address and contact information of the domestic depository, the overseas custodian bank with the address of its office in India, the merchant banker, the underwriter to the issue, advisors to the issue and any other intermediary which may be appointed in connection with the issue of IDR;(d)Names, addresses and contact information of experts and counsel;(e)Name, address and contact information of the compliance officer in relation to the issue of IDR. [The compliance officer should be placed in India].(f)Name, address and contact information of stock exchanges where applications are made or proposed to be made for listing of the IDR;(g)Disclosure about provisions relating to punishment for fictitious applications;(h)Statement/declaration for refund of excess subscription(i)Statement that an interest of 15% p.a. would be paid to the investors if the allotments letters / refund orders are not despatched within fifteen days of the closure of the public issue(j)Declaration about issue of allotment letters/certificates/ IDR within the stipulated period;(k)Date of opening of issue;(l)Date of closing of issue;(m)Method and expected timetable of the issue(n)A statement that subscription to the issue shall be kept open for at least three working days and not more than ten working days(o)Date of earliest closing of the issue;(p)Declaration by the merchant banker with regard to adequacy of resources of underwriters to discharge their respective obligations, in case of being required to do so;(q)A statement by the issuing company that all moneys received out of issue of IDR shall be transferred to a separate domestic bank account, name and address of the bank and the nature and number of the account to which the amount shall be credited;(r)Details of availability of prospectus and forms. i.e., date, time. place etc;(s)Amount and mode of payment seeking issue of IDR(t)Disclosure on Investor Grievances and Redressal System:(i)The arrangements or any mechanism evolved by the issuing company for redressal of investor grievances.(ii)The past record (for a minimum period of three years before the date of the prospectus) of investor grievance redressal of the issuing company and its listed subsidiaries/associates including details as to the time normally taken by it for disposal of various types of investor grievances.(iii)That the company undertakes to subject itself to the jurisdiction of Indian courts having jurisdiction over the place where the stock exchange is situated regarding grievances of the IDR applicants and IDR holders.(5)Risk Factors and Management Perception, If Any. - (a) Risk factors shall be disclosed as follows:(i)Risk factors associated with the issuing company's business(ii)Risk factors associated with the country of the issuing company proposing to issue IDR(iii)Risk factors associated with the IDR / underlying shares(b)Risk factors shall be classified as those which are specific to the project and internal to the issuing company and those which are external and beyond the control of the issuing company.(c)Risk factors shall be determined on the basis of their materiality.(d)Materiality shall be decided taking the following factors into account:(i)Some events may not be material individually but may be found material collectively.(ii)Some events may have material impact qualitatively instead of quantitatively.(iii)Some events may not be material at present but may be having material impacts in future.(e)The Risk factors shall appear in the prospectus in the following manner:(i)Risks envisaged by the management of the issuing company.(ii)Proposals, if any, to address the risks.(iii)Any 'notes' required to be given prominence shall appear immediately after the risk factors.(6)Recent Developments. - Important events in the recent past (two financial years preceding the issue) providing details of important developments on three key areas: Operations Management, Shareholding patterns and Business Environment. shall be mentioned.(7)Market Price Information and other Information Concerning the Shares in the Domestic Market of the issuing Company. - The following information should be provided exchange-wise, if the securities are listed in more than one exchange. This information should be updated as on last available date before the date of prospectus. This information shall also b given if it is a further issue of IDR which are already listed in India:(a)Market price of shares for each quarter of the last three calendar years preceding the calendar year preceding the year of the issue of Prospectus (High, Low, Average Daily Trading Volume)(b)Market price of shares for each mouth of the calendar year preceding the year of the issue of prospectus (High, Low, Average Daily Trading Volume)(c)Market price of shares for the month preceding the date of prospectus (High, Low, Average Daily Trading Volume)(d)The opening and closing price on the last day of the month preceding the date of the prospectus along with the volume(8)Dividends. - (a) Dividend policy of the issuing company(b)Rate of dividend and amount of dividend paid for the last five financial years(c)Regulatory framework in the country of incorporation/share listed concerning dividends(d)Details of arrangement with the depositories for payment of dividend to the IDR holders(e)Information about changes, if any, in dividends announced and dividends paid and time gap between the dividends announced and dividends paid.(f)Information about dividend yield.(g)Taxation aspects of dividend distribution.(9)Exchange Rates. - (a) Brief history of the pattern of exchange rates between the country of incorporation/where shares are listed and India(b)High, Low, Average Rates for the last five years(c)High, Low, Average Rates for the last twelve months(10)Foreign Investment and Exchange Controls of the Country of Incorporation/ Where Shares are Listed. - Information relating to the relevant foreign investment laws and exchange control regulations of the country of incorporation or country where the underlying equity shares are listed.(11)Objects of the Issue/Use of Proceeds: - The following shall be disclosed:(a)The purpose of the issue(b)Break-up of the cost of project for which the money is raised through the IDR issue(c)The means of financing such project and(d)The proposed deployment status of the proceeds at each stage of the project.(12)Capitalisation Statement
| Particulars |
Pre-issue as (Figures in Rs. crores) |
| Short-Term Debt |
|
| Long Term Debt |
|
|
Shareholders Funds- Share Capital-Reserves
|
|
| Total Shareholders Funds |
|
| Long Term Debt/Equity |
|
Part B – [See regulation 103(3)]
Disclosures in Abridged Prospectus for Issue of Indian Depository ReceiptsGeneral Instructions. - (1) The information to be provided under each of the heads specified below shall be as per the requirement of Part A of this Schedule except when specified otherwise.(2)The abridged prospectus shall be printed in a font size which shall not be visually smaller than Times New Roman Size 10.(3)The order in which items appear in the abridged prospectus shall correspond, as far as may be applicable, to the order in which items appear in the prospectus.(4)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.The abridged prospectus for the issue of Indian Depository Receipts (IDR) shall contain the following disclosures:(1)General Information. - (a) The name of the issuing company and address of the registered office of the issuing company, along with telephone number, fax number, e-mail address and website address, and where there has been a change in the address of the registered office or name of the issuing company, details thereof.(b)Name, address and contact information of the registered office of the issuing company;(c)Name, address and contact information of the domestic depository, the overseas custodian bank with the address of its office in India, the merchant banker, the underwriter to the issue, advisors to the issue and any other intermediary which may be appointed in connection with the issue of IDR;(d)Names, addresses and contact information of experts and counsel;(e)Name, address and contact information of the compliance officer in relation to the issue of IDR. The compliance officer should be placed in India(f)Name, address and contact information of Stock Exchanges where applications are made or proposed to be made for listing of the IDR;(g)Disclosure about provisions relating to punishment for fictitious applications;(h)Statement/declaration for refund of excess subscription(i)Statement that an interest of 15% p.a. would be paid to the investors if the allotments letters/refund orders are not despatched within 15 days of the closure of the public issue, as the case may be(j)Declaration about issue of allotment letters/certificates/IDR within the stipulated period;(k)Date of opening of issue;(l)Date of closing of issue;(m)Method and Expected Timetable of the issue;(n)A statement that subscription to the issue shall be kept open for a east 3 working days and not more than 10 working days;(o)Date of earliest closing of the issue;(p)Declaration by the merchant banker with regard to adequacy of resources of underwriters to discharge their respective obligations, in case of being required to do so;(q)A statement by the issuing company that all moneys received out of issue of IDR shall be transferred to a separate domestic bank account, name and address of the bank and the nature and number of the account to which the amount shall be credited;(r)Details of availability of prospectus and forms, i.e., date, time, place etc;(s)Amount and mode of payment seeking issue of IDR(t)Disclosure on Investor Grievances and Redressal System:(u)That the issuing company undertakes to subject itself to the jurisdiction of Indian Courts having jurisdiction over the place where the stock exchange is situated regarding grievances of the IDR applicants and IDR holders.(2)Capital Structure of the issuing company. - Following details to, be furnished:(a)Authorised, issued, subscribed and paid up capital (Number of instruments, description, aggregate nominal value).(b)Size of present issue.(c)Paid-up Capital:(ii)after the issue (if the IDR issue involves issue of fresh equity shares); and(iii)share premium account (before and after the issue)(d)Detailed notes to Capital Structure(3)Terms of the Present Issue. - (a) Authority for the issue, terms of payment and procedure, and time schedule for allotment and issue of certificates/ refund orders.(b)The clause "Interest in Case of Delay in Despatch of Allotment Letters/ Refund Orders in case of public issues" shall appear.(4)Instructions for applicants. - (a) How to apply, availability of prospectus, abridged prospectus and application forms, mode of payment and book building, procedure, if relevant.(b)In the application form, the declaration relating to nationality and residentship shall be shown prominently as under:"Nationality and Residentship (Tick whichever, is applicable)(i)I am/We are Indian National(s) resident in India and I am/we are not applying for the said equity shares as nominee(s) of any person resident outside India or Foreign National(s).(ii)I am/We are Indian National(s) resident in India and I am / We are applying for the said equity shares as Power of Attorney holder(s) of Non-Resident Indian(s) mentioned below on non-repatriation basis.(iii)I am/We are Indian National(s) resident outside India and I am/we are applying for the said equity shares on my / our own behalf on non-repatriation basis."(c)The application form should contain necessary instructions/ provisions for the following:(i)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)Instruction to applicants the application form, irrespective of the amount for which application / bid is made, along with the instruction that applications without Permanent Account Number would be rejected.(iv)Disclosure of PAN/GIR number.(v)Details of options, if any, to receive securities subscribed for 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.(d)Any special tax benefits for issuing 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)(e)Restrictions on investments in IDR/fungibility of IDR(5)Particulars of the Issue. - (a) Objects of the issue(d)Name of Appraising Agency, if any(e)Name of Monitoring Agency, if any(6)Description of the IDR and Rights of IDR Holders. - (a) Brief description of the IDR(b)Dividends, Other Distributions and Rights of IDR holders(c)Voting rights and their manner of exercise by IDR holders, if any.(d)Record dates and how the same will be disclosed.(e)Reports and other communication to which the IDR holders will be entitled.(f)Conversion procedure of IDR into shares(g)Governing Law regarding various aspects of IDR and transactions therein.(7)Company, Management and Project. - (a) History and main objects and present busine7ss of the company.(b)Promoters/controlling shareholders and their background.(c)Names, address and occupation of manager, managing director, and other Directors (including nominee-directors and whole-time directors) giving their directorships in other companies.(d)Location of the project(e)Plant and machinery, technology, process, etc.(f)Collaboration, any performance guarantee or assistance in marketing by the collaborators(g)Infrastructure facilities for raw materials and utilities like water, electricity, etc.(h)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.(i)Nature of the products/services and end users(j)Existing, licensed and installed capacity of the product, demand of the product-existing, and estimated in the coming years as estimates by a Government authOrity or by any other reliable institution, giving source of the information. In case the company is providing services, relevant information with regard to nature/ extent of services, etc., have to be furnished.(k)Approach to marketing and proposed marketing set up(l)Export possibilities and export obligations, if any.(m)Stock Market Data: Disclose particulars of :-(i)Market price of shares for each quarter of the last three calendar years preceding the calendar year preceding the year of the issue of Prospectus (High, Low, Average Daily Trading Volume)(ii)Market price of shams for each month of the calendar year preceding the year of the issue of Prospectus (High, Low, Average Daily Trading Volume)(iii)Market price of shares for the month preceding the date of Prospectus (High, Low, Average Daily Trading Volume)(iv)The Opening and Closing price on the last day of the preceding month of the date of Prospectus along with the volume(v)This information should be provided, exchange wise, if the securities are listed in more than one exchange(vi)This information should updated as on last available date before the date of prospectus(vii)If it is a further issue of IDR which are already listed in India, the above information should be given about such IDR also(8)Particulars with regard to the subsidiaries/associates of the issuing company. - The following information for the last 3 years based on the audited statements in respect of subsidiaries and associates of the issuing company:(a)Date of Incorporation;(d)Reserves (excluding revaluation reserve);(f)Profit after tax (PAT);(g)Earnings per share (EPS); and(h)Net Asset Value (NAV);(9)Basis for Issue Price. - (a) Earnings per share i.e. EPS pre-issue for the last three years (as adjusted for changes in capital);(c)Average return on net worth in the last three years(d)Minimum return on increased net worth required to maintain pre-issue EPS;(e)Net Asset Value per share based on last balance sheet;(f)Net Asset Value per share after issue and comparison thereof with the issue price.(g)Comparison of all the accounting ratios of the issuing 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 accounting ratios of the peer group has been taken)Provided that the projected earnings shall not be used as a justification for the issue price in the prospectus.Provided further that the accounting ratios disclosed in the prospectus in support of basis of the issue price shall be calculated after giving effect to the consequent increase in capital on account of compulsory conversions outstanding, as well as on the assumption that the options outstanding, if any, to subscribe for additional capital will be exercised.(h)The face value of shares (including the statement about the issue price being "X" times of the face value) and that of the IDR. The aggregate face value of the total equity shares underlying a single IDR also shall he given(10)Outstanding Material Litigations and Defaults (in a summarised tabular form). - Material Litigation/Liabilities including arrears/Potential liabilities of the issuing company, its promoters/controlling shareholders/directors and its subsidiaries and associates.(11)Material Development. - Any material development after the date of the latest balance sheet and its impact on performance and prospects of the company.(12)Expert opinion obtained, if any.(13)Change, if any, in directors and auditors during the last three years and reasons thereof.(14)Time and Place of Inspection of material contracts (List of material contracts not required)(15)Financial Performance of the Issuing company for the last three years (Figures to be taken from the audited annual accounts in a tabular form):(a)Balance Sheet Data: Equity Capital, Reserves (State Revaluation Reserve, the year of revaluation and its monetary effect on assets) and borrowings(b)Profit and Loss data: Sales, Gross profit, Net profit, dividend paid, if any(c)Any change in accounting policies during the last three years and their effect on the profits and the reserves of the issuing company(d)Following information as extracted from the report of the auditors reproduced in the main prospectus:(i)net profit before accounting for extra ordinary items(iii)net profit after accounting for extra ordinary items(16)Management Discussions and Analysis on Accounts(17)Listed Ventures of Promoters/controlling shareholders(18)Disclosure on Investor Grievances and Redressal System(19)Statement regarding minimum subscription clause. - (a) Following statements shall appear for non-underwritten IDR issues:(i)"If the issuing company does not receive the minimum subscription of ninety per cent. of the offer through offer document on the date of closure of the issue, or if the subscription level falls below ninety per cent. after the closure of issue on account of cheques having being returned unpaid or withdrawal of applications, the issuing company shall forthwith refund the entire subscription amount received."(ii)"If the issuing company fails to refund the entire subscription amount within fifteen days from the date of the closure of the issue, it is liable to pay the amount with interest to the subscribers at the rate of fifteen per cent. per annum for the period of delay."(b)Following statement shall appear for underwritten IDR issues:"If the issuing company does not receive the minimum subscription of ninety per cent. of the offer through offer document including devolvement of underwriters within sixty days from the date of closure of the issue, the issuing company shall forthwith refund the entire subscription amount received with interest to the subscribers at the rate of fifteen per cent. per annum for the period of delay beyond sixty days."(20)Information relating to relevant provisions of Taxation law, Tax Treaties and their impact for IDR holders."(21)Brief details of the Domestic Depositary, Overseas Custodian Bank and Depositary Agreement.(22)Information relating to statutory and regulatory approvals required in home country for the issue and the related aspects and their status, and approvals from Indian regulatory authorities.(23)Signatories to the Prospectus.Part C – [See regulation 101(6)]
Format of the Due Diligence Certificate to be Filed by the lead Manager for IDR IssuesTo,Securities and Exchange Board of IndiaDear Sirs,Sub.: Issue of........(hereinafter referred to as 'IDR') by.......(hereinafter referred to as the 'issuing company')We, the undernoted, have been appointed as the Merchant Banker (hereinafter referred to as the 'Lead Merchant Banker') to the proposed issue of IDR by the Issuing Company and we state as follows;(1)The Draft Red Herring Prospectus (hereinafter referred to as the 'DRHP') is being filed with the Securities and Exchange Board of India (hereinafter referred to as the "Board") in compliance with Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 (hereinafter referred to as the Regulations) or any statutory modification or re-enactment thereof read with the Companies (Issue of Indian Depository Receipts) Rules, 2004 (hereinafter referred to as "the IDR Rules"), on a public basis, for approval.(2)We have examined the disclosures made by the Issuing Company in jurisdictions where its underlying equity shares are listed so as to ensure uniformity and parity of information shared with investors across different regulatory jurisdictions (hereinafter referred to as "publicly available information") and participated in discussions with the senior management of the Issuing Company for the purpose of preparing disclosures on the Issuing Company in the DRHP.(3)We have examined various documents, more particularly referred to in the Annexure hereto, in connection with the finalization of the DRHP pertaining to the said issue.(4)On the basis of such examination and the discussions with the Issuing Company, its directors and other officers and other independent agencies/ experts/ reports, WE CONFIRM that:(a)the DRHP forwarded to the Board is in conformity with the publicly available information and information based on representations made by the senior management of the Issuing Company;(b)the requirements under the IDR Rules and the Regulations DIP Guidelines and other relevant laws framed by the Board, the Government and any other competent authority in this behalf have been duly complied with; and(c)based on the publicly available information and representations made by the senior management of the Issuing Company, the disclosures made in the DRHP are certified to be true and are adequate to enable the investors to make a well informed decision as to the investment in the proposed issue.(5)We confirm that besides ourselves, all the other intermediaries named in the DRHP, except [ ], are registered with the Board and that till date such registration is valid.(6)We have satisfied ourselves about the worth of the underwriters to fulfil their underwriting commitments.(7)We certify that the proposed activities of the Issuing Company for which the funds are being raised in the present issue fall within the 'main objects' listed in the object clause of the Memorandum of Association or other charter of the Issuing Company and that the activities which have been carried out until now are valid in terms of the object clause of its Memorandum of Association.(8)We confirm that necessary arrangements have been made to ensure that the moneys received pursuant to the issue are kept in a separate bank account and that such moneys shall be released by the said bank only, after permission, for listing of IDR, is obtained from all the stock exchanges mentioned in the prospectus. We further confirm that the agreement entered into between the bankers to the issue and the Issuing Company specifically contains this condition.(9)We certify that no payment in the nature of discount, commission, allowance or otherwise shall be made by the Issuing Company or the promoters, directly or indirectly, to any person who receives securities by way of firm allotment in the issue.(10)We certify that disclosure has been made in the prospectus that the investors shall be given an option to get the IDR in demat or physical mode.(11)We certify that the following disclosures have been made in the draft prospectus:(a)An undertaking from the Issuing Company that at any given time there shall be only one denomination for the IDR of the Issuing Company and(b)An undertaking from the Issuing Company that it shall comply with such disclosure and accounting norms specified by the Board from time to time.(12)We confirm that none of the intermediaries named in the red herring prospectus/prospectus have been debarred from functioning by any regulatory authority.(13)We confirm that all the material disclosures in respect of the Issuing Company have been made in the red herring prospectus/prospectus and certify that any material development in the Issuing Company or relating to the issue, up to the commencement of listing and trading of the IDR offered through this issue, shall be informed through public notices/ advertisements in all those newspapers in which pre-issue advertisement and advertisement for opening or closure of the issue have been given.(14)We confirm that the abridged prospectus contain all the disclosures as specified in the Regulations.(15)We confirm that agreements have been entered into with both the depositories for dematerialisation of the IDR of the Issuing CompanyPlace:Date:Lead Merchant Banker(s) to the Issuewith Official Seal(s)Annexure to the Due Diligence certificate for the Issue of............................... by.............................(1)Memorandum and Articles of Association of the Issuing Company.(2)Necessary clearance from governmental, statutory, municipal authorities etc., for implementation of the project, wherever applicable.(3)Documents in support of the track record and experience of the promoters and their professional competence.(4)Listing Agreement of the Issuing Company for existing securities on the Stock Exchanges.(5)Consent letters from Issuing Company's auditors, Bankers to issue, Bankers to the Issuing Company, Lead Merchant Bankers, Brokers and where applicable, proposed Trustees.(6)Applications made by the Issuing Company to the financial institutions/banks for financial assistance as per object of the issue and copies of relative sanction letters.(7)Underwriting letters from the proposed underwriters to the issue.(8)Audited Balance Sheets of the Issuing Company/Promoter companies for relevant periods.(9)Auditors certificate regarding tax-benefits available to the Issuing Company, shareholders and debenture holders.(10)Certificate from architects or any other competent authority on project implementation schedule furnished by the Issuing Company, if applicable.(11)Reports from Government agencies/expert agencies/consultants/Issuing Company regarding market demand and supply for the product, industry scenario, standing of the foreign collaborators, etc.(12)Documents in support of the infrastructural facilities, raw material availability, etc.(13)Auditors' Report for the period for which the accounts are disclosed in the offer document, indicating summary of audited accounts of the issuing company and also the summary of the audited accounts of the subsidiaries of the issuing company.(14)Stock Exchange quotations of the last 3 years duly certified by designated stock exchange.(15)Minutes of the general body meetings and board meetings of the Issuing Company for matters which are in the prospectus(16)Revaluation certificate of Issuing Company's assets given by the Government Valuer or any other approved valuer.(17)Certificate from solicitors of the Issuing Company in regard to compliance of legal provisions of the prospectus.(18)Certificate from Issuing Company's legal counsel, operating at the place of its registered office, confirming that the legal counsel has done the mandatory vetting of the prospectus.(19)A detailed checklist indicating compliance with each applicable regulation of the Regulations.Place:Date:Lead Merchant Ranker(s) to the Issuewith Official Seal(s)Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009
XX
[See regulation 110]Amendments to other regulations(1)Amendment of Securities and Exchange Board of India (Debenture Trustee) Regulations, 1993. - (i) in regulation 15,(a)in sub-regulation (1), after clause (c) the following clause shall be inserted, namely. -"(ca) supervise the implementation of the conditions regarding creation of security for the debentures and debenture redemption reserve, wherever applicable;"(b)after sub-regulation (1), the following sub-regulation shall be inserted, namely:-"(1A) The debenture trustee shall:(a)obtain reports from the lead bank regarding progress of the project;(b)monitor utilisation of funds raised in the issue;(c)obtain a certificate from the issuer's auditors;(i)in respect of utilisation of funds during the implementation period of the project; and(ii)in the case of debentures issued Cot financing working capital, at the end of each accounting year."(2)Amendment of Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992. -(i)in regulation 9, after sub-regulation (1A), the following sub-regulation shall be inserted, namely:"(1B) The application for renewal under sub-regulation (1) shall be accompanied by details of the changes that have taken place in the information that was submitted to the Board while seeking registration or earlier renewal, as the case may be, and a declaration stating that no changes other than those as mentioned in such details have taken place."(ii)regulation 18 shall be omitted.(iii)in regulation 20, sub-regulation (2) shall be omitted.(iv)after regulation 21, the following regulation shall be inserted, namely:-"21A. Merchant banker not to act as such for an associate. - (1) A merchant banker shall not lead manage any issue or be associated with any activity undertaken under any regulations made by the Board, if he is a promoter or a director or an associate of the issuer of securities or of any person making an offer to sell or purchase securities in terms of any regulations made by the Board:Provided that a merchant banker who is an associate of such issuer or person may be appointed, if he is involved only in the marketing of the issue or offer.Explanation: For the purposes of this regulation; a merchant banker shall be deemed to be an "associate of the issuer or person" if:(i)either of them controls, directly or indirectly through its subsidiary or holding company, not less than fifteen per cent. of the voting rights in the other; or(ii)either of them, directly or indirectly, by itself or in combination with other persons, exercises control over the other; or(iii)there is a common director, excluding nominee director, amongst the issuer, its subsidiary or holding company and the merchant banker."(v)regulations 23, 24, 24A and 25 shall be omitted;(vi)regulation 28 shall be renumbered as "28.(1)" and after the renumbered sub-regulation (1), the following sub-regulation shall be inserted, namely :-"(2) The merchant banker shall submit a half yearly report for the period ending with 31si March and 30th September of every year, in the format specified in schedule IV, within three months from the close of the period to which it corresponds."(vii)in Schedule I , Form C shall be omitted;(viii)Schedule IV shall be substituted with the following, namely :-"Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992
IV
[Regulation 28(2)]Format for Half Yearly report to be Submitted by Merchant Bankers(For the period ending September/March, 20X1)(1)Name/Category of registration.(3)Name of the Compliance Officer.(4)Addition/deletion/change in address etc. of branch offices from last submitted report.(5)Change, if any, in constitution of the organisation (private limited, public limited, partnership, merges, acquisition etc.)(6)Change, if any, in directorship details since the last report.
| Name |
Induction/retirement/resignation |
Reasons |
Effective Qualification Date |
Brief Experience (in case of induction) |
Share in the company |
| |
|
|
|
|
|
| Name |
Date of App./Resignation/Termination |
Qualification |
Experience |
| |
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| |
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| Name of Co./firm |
Nature of change |
Activities Handled |
Nature of interest with Merchant Banker |
| |
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| |
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| Activity |
When commenced/discontinued |
Object of the new activities/reasons fordiscontinuation.
|
| Name of issuer Companies |
Type of issue (public/rights/ composite) |
Instrument |
| Offer Amount (Rs. In Lakhs) |
Issue Price/Conversion Price |
Issue opening date |
| Issue Closing date |
No. of times oversubscribed |
Functional Responsibility |
|
Stock Exchanges where instruments were to belisted
|
Reasons for delay in listing |
First date of trading in respective SEs |
| Opening trading price at respective SEs |
Current market price |
Remarks |
| Sr. No. |
Name of the issuer |
Instrument |
Amount under written (Rs. in lakhs |
)Amount devolved (Rs. in lakhs) |
Devolvement met yes/no |
If not met, the reasons thereof howdispute was settled
|
Penalty/warning if any issued by SEBI |
| |
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| |
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| Capital Structure |
Year ended (Rs in lakhs) |
Previous Year ended (Rs. In lakhs) |
| (i) Paid-up capital |
|
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| (ii) Free reserves |
|
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| (iii) Secured loan |
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| (iv) Unsecured loan |
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| (v) Others |
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| TOTAL |
|
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| (i) Fixed Assets (net block) |
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(ii) Quoted investment at cost/market pricewhichever is lower
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| (iii) Unquoted investment |
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| (iv) Current assets |
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| (v) Misc. exp. not written off |
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| (vi) Others |
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| TOTAL |
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|
| Name of the shareholder |
Investment/disinvestment |
Percentage of total paid-up capital |
