I - Lead Managers' Inter-Se Allocation of Responsibilities
[See regulations 23(2), 69(2), 121(2), 184(2) and 245(2)](1)The lead manager(s) shall prepare a schedule, listing the activity-wise allocation of responsibilities relating to the issue, the name of the lead manager responsible for each set of activities or subactivities, and disclose the same in the offer document.(2)Where circumstances warrant the joint and several responsibility of the lead manager(s) for any particular activity, a co-ordinator designated from amongst the lead manager(s) (hereinafter referred to as the "designated lead manager") shall furnish to the Board, when called for, information, report, rationales, etc. on matters relating to such activity.(3)The activities and 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, application form and abridged prospectus, and of the advertisement or publicity material including newspaper advertisements.(c)Selection of various intermediaries/agencies connected with the issue, such as registrars to the issue, printers, advertising agencies, bankers to the issue, collection centres as per schedule XII, etc.(d)Marketing of the issue, which shall cover, inter alia, formulating marketing strategies, preparation of publicity budget, arrangements for selection of (i) media, (ii) centres for holding conferences of media, stock brokers, investors, etc., (iii) brokers to the issue, and (iv) underwriters and underwriting arrangement, quantum and distribution of publicity and issue material including offer documents, application form and abridged prospectus.(e)Post-issue activities, including essential follow-up with bankers to the issue and self certified syndicate banks to get quick estimates of subscription and advising the issuer about the closure of the issue, finalisation of the basis of allotment after weeding out multiple applications, listing of instruments, despatch of certificates or demat credit and refunds/unblocking and co-ordination with various agencies connected with the post-issue activity such as registrars to the issue, bankers to the issue, self certified syndicate banks and underwriters.(4)The designated lead manager shall be responsible for ensuring compliance with these regulations and other requirements and formalities specified by the Registrar of Companies, the Board and the stock exchanges.(5)The designated lead manager shall be responsible for ensuring that all intermediaries fulfil their obligations and functions as specified in their agreements with the issuer.(6)In case of under-subscription in an issue, the lead manager 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.
II - Contents of Agreement Between Lead Manager(S) and Issuer
[See regulations 23(5), 69(5), 71(2), 121(5), 184 (1) and 245(5)]The agreement between the issuer and the lead manager(s) may contain various clauses governing their relationship with respect to the issue, including the following:(1)Representation by the issuer to include representations in respect of the following matters:(a)Compliance with all statutory formalities under these regulations, the Companies Act, 1956 and/ or the Companies Act, 2013, as applicable and other conditions, instructions and advices issued by the Board and other relevant statutes relating to an issue.(b)All statements made in the draft offer document or the draft letter of offer and the offer document shall be complete in all respects and shall be true and correct.(2)Covenants by the issuer shall include covenants in respect of the following matters:(a)All necessary information shall be made available to the lead manager(s) and under no circumstances, the issuer shall neither give nor withhold any information which is likely to mislead the investors.(b)All documents to enable the lead manager(s) to corroborate the information given in the draft offer document or the draft letter of offer have been provided.(c)All necessary facilities shall be extended by the issuer to the lead manager(s) to interact on any matter relevant to the issue with the solicitors or legal advisors, auditors, consultants, advisors to the issue, public financial institutions, scheduled commercial banks or any other organisation and any other intermediary associated with the issue.(d)Details and particulars of statutory compliances which have to be fulfilled before the issue.(3)The issuer shall ensure that all advertisements released in connection with the issue conform to these regulations and the instructions given by the lead manager(s) from time to time and that it shall not make any misleading or incorrect statement in any public communication or publicity material including corporate, and issue advertisements of the issuer. The interviews by the issuer's 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 connected with the issue or their associates or at any press, stock brokers' or investors' conferences, shall also conform to these regulations .(4)The issuer shall appoint other intermediaries (except self certified syndicate banks) and other persons associated with the issue only with the prior consent of the lead manager(s).(5)The issuer shall, whenever required and wherever applicable, in consultation with the lead manager, 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 manager.(6)The issuer shall take such steps as are necessary to ensure completion of allotment and despatch of letters of allotment/credit to demat accounts and refund orders/unblocking of funds to the applicants within the prescribed time.(7)The issuer shall take steps to pay fees, underwriting commission, brokerage to the underwriters, stock brokers, SCSBs, registered intermediaries, lead manager(s) etc. within the time specified in the agreement with such intermediaries or within a reasonable time.(8)The issuer undertakes to furnish such information and details regarding the issue as may be required by the lead manager(s), to enable them to file a report with the Board or place it on their websites.(9)The issuer shall keep the lead manager(s) informed if it encounters any problem 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, despatch of certificate, demat credit, making refunds/ unblocking of funds, share/debenture certificates etc.(10)The issuer shall not resort to any legal proceedings in respect of any matter having a bearing on the issue except in consultation with and after receipt of advice from the lead manager(s).(11)The issuer shall refund/unblock the monies of 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.(12)The agreement shall specify any offer related rights of lead manager(s) with respect to the issuer.(13)The agreement shall specify the grounds for breach of the agreement and consequences of any breach.
III - Fees to be Paid Along with Draft Offer Document/Draft Letter of Offer or Offer Document
[See regulations 25(1), 25(6), 71(1), 71(6), 100(1), 123(1), 123(6), 156(1), 186(5), 220(1), 287(1) and 288(1)](1)In respect of every draft offer document, offer document in case of a fast track issue and draft letter of offer as also in cases of updation of any draft offer document, fees at the rate as specified below, shall be payable to the Board.(2)The fees shall be paid in advance by way of direct credit in the Board's bank account through NEFT/RTGS/IMPS or any other mode allowed by RBI or by means of a demand draft drawn in favour of `the Securities and Exchange Board of India' payable at the place of office of the Board, in terms of Schedule IV, where the draft offer document or offer document or updated draft offer document, as the case may be, is filed.
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[Size of the issue, including intendedretention of oversubscription
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Amount / Rate of fees for fresh filing |
Amount / Rate of fees for filing within oneyear after expiry of SEBI Observation letter
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| Less than or equal to ten crore rupees. |
A flat charge of one lakh rupees (L1,00,000/-). |
A flat charge of fifty thousand rupees (L50,000/-). |
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More than ten crore rupees, but less than orequal to five thousand crore rupees.
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0.1 per cent of the issue size. |
0.05 per cent of the issue size. |
| More than five thousand crore rupees. |
Five crore rupees (L5,00,00,000/-) plus 0.025per cent of the portion of the issue size in excess of fivethousand crore rupees (L5000,00,00,000/-).
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Two crore fifty lakh rupees (L2,50,00,000/-)plus 0.0125 per cent. of the portion of the issue size in excessof five thousand crore rupees (L5000,00,00,000/-).]
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| [Size of the issue, including intended retention of oversubscription |
Amount / Rate of fees for fresh filing |
Amount / Rate of fees for filing within one year after expiry of SEBI Observation letter |
| Less than or equal to ten crore rupees |
A flat charge of fifty thousand rupees (L50,000/-). |
A flat charge of twenty five thousand rupees (L25,000/-). |
| More than ten crore rupees |
0.05 per cent of the issue size. |
0.025 per cent of the issue size.] |
| Paid-up capital of the entity |
Amount / Rate of fees |
| Less than or equal to ten crore rupees. |
A flat charge of one lakh rupees(Rs.1,00,000/-).
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More than ten crore rupees, but less than orequal to five thousand crore rupees.
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0.1 per cent. of the paid-up capital |
| More than five thousand crore rupees. |
Five crore rupees (Rs. 5,00,00,000/-) plus 0.025per cent. of the portion of the paid-up capital in excess of fivethousand crore rupees (Rs. 5000,00,00,000/-).
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Amount / Rate of fees |
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Where updations or changes are made in any ofthe sections specified in Para 2 of Schedule XVI of theseregulations
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Ten thousand rupees (Rs. 10,000/-) for updationsor changes per section, subject to total fee not exceeding onefourth (¼th) of the filing fees paid at the time of filing thedraft document with the Board or fifty thousand rupees (Rs.50,000/-), whichever is higher.
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V - Formats of Due Diligence Certificates
Form A - Format of due diligence certificate to be given by the lead manager(s) along with draft offer document or draft letter of offer[See regulations 25(2)(b), 71(2)(b), 100(2)(a), 123(2)(b), 156(2)(a) and 247(2)]To,Securities and Exchange Board of IndiaDear Sirs,Sub.: Public/Rights Issue of ..................... by............................ (Name of the issuer)We confirm that:(1)We have examined various documents including those relating to litigation, including commercial disputes, patent disputes, disputes with collaborators, etc. and other material while finalising the offer document of the subject issue;(2)On the basis of such examination and 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, contents of the documents and other papers furnished by the issuer, we confirm that:(a)the draft offer document/ draft letter of offer filed with the Board is in conformity with the documents, materials and papers which are material to the issue;(b)all material legal requirements relating to the issue as specified by the Board, the Central Government and any other competent authority in this behalf have been duly complied with; and(c)the material disclosures made in the draft offer document/draft letter of offer are true 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, 2013, these regulations and other applicable legal requirements.(3)Besides ourselves, all intermediaries named in the draft offer document/ 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)Written consent from the promoters has been obtained for inclusion of their specified securities as part of the promoters' contribution subject to lock-in and the specified securities proposed to form part of the promoters' contribution subject to lock-in shall not be disposed or sold or transferred by the promoters during the period starting from the date of filing the draft offer document/ draft letter of offer with the Board till the date of commencement of lock-in period as stated in the draft offer document/ draft letter of offer.(6)All applicable provisions of these regulations, which relate to specified securities ineligible for computation of promoters' contribution, have been and shall be duly complied with and appropriate disclosures as to compliance with the said regulation(s) have been made in the draft offer document.(7)All applicable provisions of these regulations which relate to "receipt of promoters" contribution prior to opening of the issue , shall be complied with. Arrangements have been made to ensure that the promoters' contribution shall be received at least one day before the opening of the issue and that the auditors' certificate to this effect shall be duly submitted to the Board. We further confirm that arrangements have been made to ensure that the 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 issue.(8)Necessary arrangements shall be made to ensure that the monies received pursuant to the issue are credited or transferred to in a separate bank account as per the provisions of sub-section (3) of section 40 of the Companies Act, 2013 and that such monies shall be released by the said bank only after permission is obtained from all the stock exchanges, and that the agreement entered into between the bankers to the issue and the issuer specifically contains this condition.(9)The existing business as well as any new business of the issuer for which the funds are being raised fall within the `main objects' in the object clause of the Memorandum of Association or other charter of the issuer and that the activities which have been carried in the last ten years are valid in terms of the object clause of the Memorandum of Association.[***] (10)[] Following disclosures have been made in the draft offer document/ draft letter of offer:(a)An undertaking from the issuer that at any given time, there shall be only one denomination for the equity shares of the issuer [, excluding SR equity shares, where an issuer has outstanding SR equity shares] , and(b)An undertaking from the issuer that it shall comply with all disclosure and accounting norms specified by the Board.(11)[] We shall comply with the regulations pertaining to advertisements in terms of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.(12)[] If applicable, the entity is eligible to list on the [innovators growth platform] in terms of the provisions of Chapter X of these regulations.[***] We enclose a note explaining the process of due diligence that has been exercised by us including in relation to the business of the issuer, the risks in relation to the business, experience of the promoters and that the related party transactions entered into for the period disclosed in the offer document have been entered into by the issuer in accordance with applicable laws.We enclose a checklist confirming regulation-wise compliance with the applicable provisions of these regulations, containing details such as the regulation number, its text, the status of compliance, page number of the draft offer document/ draft letter of offer where the regulation has been complied with and our comments, if any.Place:Date:Note:Lead Manager(s) to the Issuewith Official Seal(s)The requirements in items 5, 6, 7 are not applicable in case of a rights issue.Form B - Format of due diligence certificate to be given by the debenture trustee along with draft offer document[See regulations 25(2)(c), 71(2)(c), 100(2)(b), 123(2)(c) and 156(2)(b)]To,Securities and Exchange Board of IndiaDear Sirs,Sub.: Public/Rights Issue of ......................... by ............................. (Name of the issuer)We confirm that:(1)We have examined all relevant documents pertaining to the said issue.(2)We have examined the relevant documents pertaining to the security to be created.(3)On the basis of discussions with the issuer, its directors and other officers, other agencies/intermediaries and on examination and 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 or asset cover for the secured convertible debt instruments to be issued.(b)The issuer has obtained the permissions or consents necessary for creating security on the property as second charge or pari pasu charge (wherever applicable)(c)The issuer has made all relevant disclosures about the security or asset cover.(d)The issuer has made all relevant disclosures about its continuing obligations towards the holders of convertible debt instruments.(e)All 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 Official SealNote: With respect to the issue of unsecured convertible debt instruments, the debenture trustee shall not be required to certify the requirements stated in item 2 and sub-item (a), (b) and (c) of item 3 above.Form C - Format of due diligence certificate to be given by the lead manager(s) at the time of [filing] offer document/filing letter of offer[See regulation25(9)(b), 71(7)(b) and 123(9)(b)]To,Securities and Exchange Board of IndiaDear Sirs,Sub.: Public/Rights Issue of .................... by ........................... (Name of the issuer)We confirm that:(1)The offer document (in case of a public issue) [filed] with the Registrar of Companies / letter of offer (in case of a rights issue) filed with the designated stock exchange on .... (date) was suitably updated under intimation to the Board and that the said offer document or letter of offer contains all the material disclosures in respect of the issuer as on the said date.(2)The registrations of all intermediaries named in the offer document 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)Written consent from the promoter(s) has been obtained for inclusion of their securities as part of promoters' contribution, subject to lock-in.(4)The securities proposed to form part of the promoters' contribution and subject to lock-in, have not been disposed or sold or transferred by the promoters during the period starting from the date of filing the draft offer document with the Board till date.(5)Agreements have been entered into with the depositories for dematerialisation of the securities of the issuer.Place:Date:Lead Manager(s) to the Issuewith Official Seal(s)Note: The requirements in items 3 and 4 above are not applicable in case of a rights issue.Form D - Format of due diligence certificate to be given by the lead manager(s) in the event of disclosure of material events after the filing of the offer document[See regulation 25(9)(e), 71(7)(c), 123(9)(e) and 186(3)(e)]To,Securities and Exchange Board of IndiaDear Sirs,Sub.: Public/Rights Issue of .......................... by ......................... (Name of the issuer)We confirm that all material disclosures in respect of the issuer as on date have been made through the offer document (in case of a public issue) [filed] with the Registrar of Companies / letter of offer (in case of a rights issue) filed with the designated stock exchange on ..... (date) read with subsequent amendments/ public notice dated ......... (Copy of the advertisement enclosed).Place:Date:Lead Manager(s) to the Issuewith Official Seal(s)Form E - Additional confirmations/certification to be given by the lead manager(s) in the due diligence certificate to be given along with the offer document/ letter of offer for a fast track issue[See regulation 100(2)(a) and 156(2)(a)]To,Securities and Exchange Board of IndiaDear Sirs,Sub.: Public/Rights Issue of .......................... by ......................... (Name of the issuer)We confirm that:(1)None of the intermediaries named in the offer document (in case of a public issue)/letter of offer (in case of a rights issue) have been debarred from functioning by any regulatory authority.(2)The issuer is eligible to make a fast track issue in terms of (regulation 99 in case of rights issues and regulation 155 in case of further public offers, as applicable) of these regulations. The fulfilment of the eligibility criteria as specified in that regulation by the issuer has also been disclosed in the offer document/letter of offer.(3)The abridged prospectus/abridged letter of offer contains all disclosures as specified in these regulations.(4)All material disclosures in respect of the issuer have been made in the offer document/letter of offer 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.(5)Agreements have been entered into with the depositories for dematerialisation of the specified securities of the issuer.Place:Date:Lead Manager(s) to the Issuewith Official Seal(s)Form F - Format of due diligence certificate to be given by the lead manager(s) along with the final post-issue report[See regulation 151, 210 and 277]To,Securities and Exchange Board of IndiaDear Sirs,Sub.: Public issue of ........................ by ........................... (Name of issuer)We confirm that:(1)The certificates in respect of locked-in specified securities have been stamped `not transferable' indicating the period of non-transferability and for locked-in specified securities in dematerialised form, non-transferability details have been provided to the depositories and the details of lock-in have been provided, before the listing of the specified securities, to all the stock exchanges.(2)The specified securities included as minimum promoters' contribution and the specified securities in excess of minimum promoters' contribution have been locked-in in terms of these Regulations.(3)The provisions regarding lock-in of specified securities held by persons other than promoters have been duly complied with in accordance with these Regulations.Place:Date:Lead Manager(s) to the Issuewith Official Seal(s)Form G - Additional confirmations/ certification to be given by the lead manager(s) in due diligence certificate to be given along with offer document regarding issues on the SME exchanges[See regulation 247(2)]To,Securities and Exchange Board of IndiaDear Sirs,Sub.: Public/Rights issue of ........................ by ........................... (Name of issuer)We confirm that:(1)None of the intermediaries named in the offer document (in case of public issue)/letter of offer (in case of a rights issue) are debarred from functioning by any regulatory authority.(2)The abridged prospectus/abridged letter of offer contains all disclosures as specified in these regulations.(3)All material disclosures in respect of the issuer have been made in the offer document/letter of offer and 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)Agreements have been entered into with the depositories for dematerialisation of the specified securities of the issuer.(5)The underwriting and market making arrangements as per requirements of regulation 261 and 262 of these regulations have been made.(6)The issuer has redressed at least ninety five per cent. of the complaints received from the investors till the end of the quarter immediately preceding the month of the filing of the offer document with the Registrar of Companies or letter of offer with the SME Exchange.Place:Date:Lead Manager(s) to the Issuewith Official Seal(s)Form H - Format of the due diligence certificate to be filed by the lead manager for IDR issues[See regulation [186(3)]To,Securities and Exchange Board of IndiaDear Sirs,Sub.: Issue of ..................... (hereinafter referred to as `IDRs') by ..................... (hereinafter referred to as the `issuing company')We confirm that:(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 the Companies Act, 2013 and the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 read with the Companies (Registration of Foreign Companies) Rules, 2014 (hereinafter referred to as "the IDR Rules"), on a public basis.(2)We have examined the disclosures made by the issuer in the 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 the draft offer document.(3)We have examined various documents including those relating to litigation, including commercial disputes, patent disputes, disputes with collaborators, etc. and other material while finalising the offer document of the subject issue.(4)On the basis of such examination and the discussions with the issuer, its directors and other officers, other independent agencies/ experts/ reports, and independent verification of the statements concerning the objects of the issue, price justification, contents of the documents and other papers furnished by the issuer, we confirm that:(a)the draft offer document/ draft letter of offer forwarded to the Board is in conformity with the documents, materials and papers relevant to the issue;(b)the requirements under the IDR Rules and these regulations 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)the disclosures made in the draft offer document/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, 2013, IDR Rules, these regulations and other applicable legal requirements.(5)Besides ourselves, all the other intermediaries named in the draft offer document/ draft letter of offer are registered with the Board and that till date, such registration is valid.(6)We have satisfied ourselves about the capability of the underwriters to fulfil their underwriting commitments.(7)The existing business as well as any new business of the issuer for which the funds are being raised fall within the `main objects' in the object clause of the Memorandum of Association or other charter of the issuer.(8)Necessary arrangements shall be made to ensure that the monies received pursuant to the issue are credited or transferred to in a separate bank account as per the provisions of sub-section (3) of section 40 of the Companies Act, 2013 and that such monies shall be released by the said bank only after permission is obtained from all the stock exchanges, and that the agreement entered into between the bankers to the issue and the issuer specifically contains this condition.(9)Disclosure has been made in the draft offer document that the investors shall be given an option* to receive the IDR in demat or physical mode.[*The option to receive physical security certificates in a rights issue shall be available only for a period of six months from the date of coming into force of these regulations.](10)Following disclosures have been made in the draft offer document/ draft letter of offer:(a)An undertaking from the issuer that at any given time, there shall be only one denomination for the IDR, and(b)An undertaking from the issuer that it shall comply with all disclosure and accounting norms specified by the Board.(11)None of the intermediaries named in the red herring prospectus / prospectus have been debarred from functioning by any regulatory authority.(12)We enclose a note explaining the process of due diligence that has been exercised by us including in relation to the business of the issuer, the risks in relation to the business, and experience of the promoters.(13)We enclose a checklist confirming regulation-wise compliance with the applicable provisions of these regulations, containing details such as the regulation number, its text, the status of compliance, page number of the draft offer document/ draft letter of offer where the regulation has been complied with and our comments, if any.(14)Agreements have been entered into with the depositories for dematerialisation of the IDRs of the issuer.Place:Date:Lead Manager(s) to the Issuewith Official Seal(s)
VI - Disclosures in The Offer Document, Abridged Prospectus and Abridged Letter of Offer
[See regulations 17, 24(2)(b), 34(1), 57(1)(f), 70(2), 71(2)(d), 75, 122(2)(ii), 123(2)(d), 131(1), 153(1)(f), 186(3)(d), 218(2), 220(1)], 239, 246(2)(b), 282(1)(f), 287(2), 291]Part A – Disclosures in offer document/letter of offer
[See regulations17, 24(2)(b), 57(1)(f), 70(2), 122(2)(ii), 153(1)(f), 239, 246(2)(b), 282(1)(f), 287(2), 291]All disclosures specified under this Part shall be made in the draft offer document or the draft letter of offer and the offer document or the letter of offer, as applicable. Instructions:(a)All information shall be relevant and updated. The source and basis of all statements and claims shall be disclosed. Terms such as "market leader", "leading player", etc. shall be used only if these can be substantiated by citing a proper source.(b)All blank spaces in the draft offer document shall be filled up with appropriate data before [filing] the offer document, as applicable, with the Registrar of Companies or filing the same with the recognised stock exchanges.(c)Simple English shall be used to enable easy understanding of the contents. Technical terms, if any, used in explaining the business of the issuer shall be clarified in simple terms.(d)Wherever it is mentioned that details are given elsewhere in the document, the same shall be adequately cross-referenced by indicating the paragraph heading and page number.(e)There shall be no forward-looking statements that cannot be substantiated.(f)Consistency shall be ensured in the style of disclosures. If first person is used, the same may be used throughout. Sentences that contain a combination of first and third persons may be avoided.(g)For currency of presentation, only one standard financial unit shall be used.ApplicabilityAn issuer making a public issue or a rights issue of specified securities shall make disclosures specified in this Schedule.Provided that:(a)an issuer making a fast track issue may not make the disclosures specified in Part B of this Schedule.(b)an issuer making a further public offer of specified securities may not make the disclosures specified in Part C of this Schedule if it satisfies the conditions specified in paragraph 2 of that Part.(c)an issuer making a rights issue may only make the disclosures specified in Part B of this Schedule if it satisfies the conditions specified in paragraph 1 of such Part.(1)Cover pages: The cover pages shall be of adequate thickness (minimum hundred GSM quality) and shall be white in colour with no patterns.(1)Front inside cover page shall be kept blank.(2)Front outside cover page shall contain only the following issue details:(a)The type of the offer document ("Draft Red Herring Prospectus"/"Draft Letter of Offer", "Red Herring Prospectus", "Shelf Prospectus", "Prospectus", "Letter of Offer", as applicable).(b)Date of the draft offer document or offer document.(c)Type of issuance ("book built" or "fixed price").(d)In case of a public issue, the following clause shall be incorporated in a prominent manner, below the title of the offer document:"Please read Section 32 of the Companies Act, 2013"(e)Name of the issuer, its logo, date and place of its incorporation, corporate identity number, address of its registered and corporate offices, telephone number, contact person, website address and e-mail address (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).(f)Names of the promoter(s) of the issuer.(g)Nature, number and price of specified securities offered and issue size, as may be applicable, including any offer for sale by promoters or members of the promoter group or other shareholders.(h)Aggregate amount proposed to be raised through all the stages of offers made through a shelf prospectus.(i)In the case of the first issue of the issuer, the following clause on `Risks in relation to the First Issue' shall be incorporated in a box format:"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 (-----). The issue price/floor price/price band 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."(j)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 ..... under the section `General Risks'."(k)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 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. The selling shareholders accept responsibility for and confirm the statements made by them in this offer document to the extent of information specifically pertaining to them and their respective portion of the offered shares and assume responsibility that such statements are true and correct in all material respects and not misleading in any material respect".(l)Names, logos and addresses of all the lead manager(s) with their titles who have signed the due diligence certificate and filed the offer document with the Board, along with their telephone numbers, website addresses and e-mail addresses. (Where any of the lead manager(s) is an associate of the issuer, it shall disclose itself as an associate of the issuer and that its role is limited to marketing of the issue).(m)Name, logo and address of the registrar to the issue, along with its telephone number, website address and e-mail address.(n)Issue schedule:(i)Anchor bid period, if any(ii)Date of opening of the issue(iii)Date of closing of the issue(iv)Date of earliest closing of the issue, if any(o)Credit rating, if applicable.(q)Name(s) of the stock exchanges where the specified securities are proposed to be listed and the details of their in-principle approval for listing obtained from these stock exchange(s).(b)Back cover pages: The back inside cover page and back outside cover page shall be kept blank.(2)Table of Contents: The table of contents shall appear immediately after the front inside cover page.(3)Definitions and abbreviations:(A)Conventional or general terms(C)Issuer and industry related terms(4)Offer Document summary: This section shall contain summary of the following information, as applicable:(A)Primary business of the Issuer and the industry in which it operates, in not more than 100 words each;(B)Names of the promoters;(C)Size of the issue disclosing separately size of the fresh issue and offer for sale;(D)Objects of the issue in a tabular format;(E)Aggregate pre-issue shareholding of the promoter and promoter group, selling shareholder(s) as a percentage of the paid-up share capital of the issuer;(F)Following details as per the restated consolidated financial statements for past 3 years and stub period in tabular format:a. Share capital;b. Net Worth;c. Revenue;d. Profit after tax;e. Earnings per share;f. Net Asset Value per equity share; andg. Total borrowings (as per balance sheet).(G)Auditor qualifications which have not been given effect to in the restated financial statements.(H)Summary table of outstanding litigations and a cross-reference to the section titled `Outstanding Litigations and Material Developments'.(I)Cross-reference to the section titled `Risk Factors'.(J)Summary table of contingent liabilities and a cross-reference to contingent liabilities of the issuer as disclosed in restated financial statements.(K)Summary of related party transactions for last 3 years and cross-reference to related party transactions as disclosed in restated financial statements.(L)Details of all financing arrangements whereby the promoters, members of 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 the draft offer document/offer document.(M)Weighted average price at which specified security was acquired by each of the promoters and selling shareholders in the last one year.(N)Average cost of acquisition of shares for promoter and selling shareholders.(O)Size of the pre-IPO placement and allottees, upon completion of the placement.(P)Any issuances of equity shares made in the last one year for consideration other than cash.(Q)Any split/consolidation of equity shares in the last one year.(5)Risk factors:(A)Risk factors shall be printed in a clear readable font (preferably of minimum point ten size).(B)Risk factors shall be classified as those which are specific to the project and internal to the issuer and those which are external and beyond the control of the issuer.(C)Risk factors shall be determined on the basis of their materiality. In doing so, the following shall be considered:(1)Some risks may not be material individually but may be material when considered collectively.(2)Some risks may have an impact which is qualitative though not quantitative.(3)Some risks may not be material at present but may have a material impact in the future.(D)Each risk factor shall appear in the following manner:(1)The risk as envisaged by the issuer.(2)Proposals, if any, to address the risk.(E)Proposals to address the risks shall not contain any speculative statement on the positive outcome of any matter or litigation, etc. and shall not be given for any matter that is sub-judice before any court/tribunal.(F)Risk factors shall be disclosed in the descending order of materiality. Wherever risks about material impact are stated, likely or potential implications, including financial implication, wherever quantifiable shall be disclosed. If it cannot be quantified, a distinct statement about the fact that the implications cannot be quantified shall be made.(G)Risk factors covering the following subjects, shall necessarily be disclosed wherever applicable:(1)Material statutory clearances and approval that are yet to be received by the issuer.(2)Seasonality of the business of the issuer.(3)Any issue of the specified securities by the issuer within the last twelve months at a price lower than the issue price (other than bonus issues).(4)Where an object of the issue is to finance acquisitions and the acquisition targets have not been identified, details of interim use of funds and the probable date of completing the acquisitions.(5)Risk associated with orders not having been placed for plant and machinery in relation to the objects of the issue, indicating the percentage and value terms of the plant and machinery for which orders are yet to be placed.(6)Lack of significant experience of the issuer or its promoters in the industry segment for which the issue is being made.(7)If the issuer has incurred losses in the last three financial years.(8)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 may have a material adverse effect on the issuer.(9)Refusal of listing of any securities of the issuer or any of its subsidiaries or group companies during last ten years by any of the stock exchanges in India or abroad.(10)Failure of the issuer or any of its subsidiary or group companies to meet the listing requirements of any stock exchange in India or abroad and the details of penalty, if any, including suspension of trading, imposed by such stock exchanges.(11)Limited or sporadic trading of any specified securities of the issuer on the stock exchanges.(12)In case of outstanding debt instruments, any 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 nonmaintenance of asset cover, interest cover, debt-service cover, etc.(13)Unsecured loans, if any, taken by the issuer and its subsidiaries that can be recalled at any time.(14)Default in repayment of deposits or payment of interest thereon by the issuer and subsidiaries, and the roll over of liability, if any.(15)Potential conflict of interest of the promoters or directors of the issuer if involved with one or more ventures which are in the same line of activity or business as that of the issuer.(16)Shortfall in performance vis-a-vis the objects stated in any of the issues made by the listed issuer or listed subsidiaries in the last ten years, as disclosed under the heading "Performance vis-a-vis Objects" in the section "Other Regulatory and Statutory Disclosures", quantifying such shortfalls or delays.(17)Shortfall in performance vis-a-vis the objects stated in the issues made by any of its listed subsidiaries or listed promoter(s) in the previous five years, as disclosed under the heading "Performance vis-a-vis Objects" in the section "Other Regulatory and Statutory Disclosures", quantifying such shortfalls or delays.(18)Interests of the promoters, directors or key management personnel of the issuer, other than reimbursement of expenses incurred or normal remuneration or benefits.(19)Any portion of the issue proceeds that is proposed to be paid by the issuer to the promoter, directors or key managerial personnel of the issuer.(20)Relationship of the promoter or directors of the issuer with the entities from whom the issuer has acquired or proposes to acquire land in the last 5 years, along with the relevant details.(21)Excessive dependence on any key managerial personnel for the project for which the issue is being made.(22)Any material investment in debt instruments by the issuer which are unsecured.(23)Non-provision for decline in the value of investments.(24)Summary of all outstanding litigations and other matters disclosed in the section titled `Outstanding Litigations and Material Developments' in a tabular format along with amount involved, where quantifiable. Issuer shall also separately highlight any criminal, regulatory or taxation matters which may have any material adverse effect on the issuer.(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)If monitoring agency is not required to be appointed as per these Regulations, the statement that deployment of the issue proceeds is entirely at the discretion of the issuer.(27)Negative cash flow from operating activities in the last three financial years.(28)If the land proposed to be acquired from proceeds of the issue is not registered in the name of the issuer.(29)Any restrictive covenants as regards the interests of the equity shareholders in any shareholders' agreement, promoters' agreement or any other agreement for short term (secured and unsecured) and long term borrowings.(30)Existence of a large number of pending investor grievances against the issuer, listed subsidiaries and top 5 listed group companies by market capitalisation.(31)In case of issue of secured convertible debt instruments, risks associated with second or residual charge or subordinated obligation created on the asset cover.(6)Introduction:(A)Issue details in brief.(B)Summary of consolidated financial information.(7)General information:(A)Name and address of the registered and corporate offices, the registration number of the issuer, and the address of the Registrar of Companies where the issuer is registered.(B)Name, designation, address and DIN of each member of the board of directors of the issuer.(C)Names, addresses, telephone numbers and e-mail addresses of the Company Secretary, legal advisor and bankers to the issuer.(D)Name, address, telephone number and e-mail address of the compliance officer.(E)Names, addresses, telephone numbers, contact person, website addresses and e-mail addresses of the lead manager(s), registrars to the issue, bankers to the issue, brokers to the issue and syndicate member(s); URL of SEBI website listing out the details of self certified syndicate banks, registrar to the issue and share transfer agents, depository participants, etc.(F)Names, addresses, telephone numbers peer review number, firm registration number and e-mail addresses of the auditors of the issuer.(G)Statement of inter-se allocation of responsibilities among lead manager(s).(H)Following details of credit rating in case of 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)Details of all credit ratings, including unaccepted ratings, obtained for the public issue of convertible debt instruments.(c)All credit ratings obtained during the preceding three years prior to the filing the draft offer document/offer document for any of the issuer's listed convertible debt instruments at the time of accessing the market through a convertible debt instrument.(I)Following details of IPO grading, if obtained:(a)Names of all credit rating agencies from which IPO grading has been obtained.(b)Details of all grades obtained from such credit rating agencies.(c)Rationale or description of the grading(s), as furnished by the credit rating agencies.(J)Name, address, telephone number, website address and e-mail address of the debenture trustee, in case of a public issue of convertible debt instruments.(K)Name, address, telephone number and e-mail address of the monitoring agency, if appointed, and disclosure as to whether such appointment is pursuant to these regulations.(L)Name, address, telephone number and e-mail address of the appraising entity in case the project has been appraised.(M)Filing the draft offer document/draft letter of offer/offer document:(a)Under this head, the office of the Board where the draft offer document/draft letter of offer/offer document has been filed.(b)Address of the Registrar of Companies, where copy of the offer document, having attached thereto the material contracts and documents referred to elsewhere in the offer document, has been filed.(N)Where the issue is being made through the book building process, the brief explanation of the book building process.(O)Details of underwriting:(a)Names, addresses, telephone numbers, and e-mail addresses of the underwriters and the amount underwritten by each of 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 such underwriting.(d)Details of the final underwriting arrangement indicating actual number of specified securities underwritten, to be provided in the prospectus before it is [filed] with the Registrar of Companies.(P)Changes in the auditors during the last three years along with name, address, email address, peer review number and firm registration number of auditors and reasons thereof.(Q)Green Shoe Option, if applicable:(a)Name of the stabilising agent.(b)Maximum number of equity shares in number and as a percentage of the proposed issue size, proposed to be over-allotted by the issuer.(c)Maximum period for which the issuer proposes to avail of the stabilisation mechanism.(d)the stabilising agent shall disclose if it proposes to close the stabilisation mechanism prior to the maximum period.(e)Maximum increase in the equity share capital of the issuer and the post-issue shareholding pattern, in case the issuer is required to allot further equity shares to the extent of overallotment in the issue.(f)Maximum amount of funds to be received by the issuer in case of further allotment and the use of these additional funds.(g)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, interalia, 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.(h)Exact number of equity shares to be allotted/transferred 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.(8)Capital structure:(A)The capital structure in the following order in a tabular form:(a)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, if any, reservation for specified categories, if any, and net offer (number of securities, description, aggregate nominal value and issue amount (to be disclosed in that order) and applicable percentages in case of a book built issue.(ii)After conversion of convertible instruments (if applicable).(d)Share premium account (before and after the issue).(B)The following tables/notes shall be included after the table of the capital structure:(a)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 name of allottee, nature of allotment, the number of shares allotted, the face value of the shares, the issue price 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, details in a separate table, indicating the date of issue, date of revaluation of assets, persons to whom issued, price, reasons for the issue and whether any benefits have accrued to the issuer out of the issue.(c)If shares have been allotted in terms of any scheme of arrangement approved under sections 391-394 of the Companies Act, 1956 or sections 230-234 of the Companies Act, 2013, as applicable, the details of such shares allotted, along with the page numbers where details of such scheme is given.(d)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.(e)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 the promoter group, reasons for such issue and the price.(f)Shareholding pattern of the issuer in the format as prescribed under Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015:(i)Following details regarding major shareholders: Names of the shareholders of the issuer holding 1% or more of the paid-up capital of the issuer as on the date of filing of the draft offer document/ or end of last week from the date of draft letter of offer and the offer document, as the case may be.Provided that details of shareholding aggregating at least 80% of capital of company shall be disclosed.(ii)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)Particulars specified in items (i) and (ii) as on a date two years prior to the date of filing of the draft offer document/ draft letter of offer and the offer document, as the case may be.(iv)Particulars specified in items (i) and (ii) as on a date one year prior to the date of filing of the draft offer document/ draft letter of offer and the offer document, as the case may be.(v)The particulars specified in items (i) and (ii) as on a date ten days prior to the date of date of filing of the draft offer document/ draft letter of offer and the offer document, as the case may be.(vi)If the issuer has made an initial public offer of specified securities in the preceding two years, 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 through private placement.(g)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 offer of specified securities, within a period of six months from the date of opening of the issue.(h)Total shareholding of each of the promoters in a tabular form, with the name of the promoter, nature of issue, date of allotment/transfer, 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, if any and the number and percentage of pledged shares, if any, held by each promoter.(i)The number of members/shareholders of the issuer.(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 relatives in the preceding six months.(iii)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 in the six months immediately preceding the date of filing of the draft offer document/offer document.(iv)In case it is not possible to obtain information regarding sales and purchases of specified securities by any relatives of the promoter, details 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.(k)Promoters' contribution:(i)Details of promoters' contribution and lock-in period in a tabular form, separately in respect of each promoter by name, with 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 up to which the specified securities are subject to lock-in.(ii)In the case of an initial public offer, details of all individual allotments from the date of incorporation of the issuer and in case of a further public offer by a listed issuer, such details for the preceding five years.(iii)In case of further public offers or rights issues, shares acquired by the promoters through a public issue, rights issue, preferential issue, bonus issue, conversion of depository receipts or under any employee stock option scheme or employee stock purchase scheme to be shown separately from the shares acquired in the secondary market and its aggregate cost of shares acquired in the secondary market, if available.(iv)Details of compliance with applicable provisions of these regulations with respect to promoters'' contribution and lock-in requirements.(v)If the issuer is exempt from the requirements of promoters' contribution, the relevant provisions under which it is so exempt.(vi)A statement that the promoter undertakes 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.(l)A statement that the issuer, its directors or the lead manager(s) have not entered into any buy-back arrangements for purchase of the specified securities of the issuer.(m)A statement that all securities offered through the issue shall be made fully paid-up, if applicable, or may be forfeited for non-payment of calls within twelve months from the date of allotment of securities.(n)Details of shareholding, if any, of the lead manager(s) and their associates (as defined under the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992) in the issuer.(o)Details of options granted or equity shares issued under any scheme of employee stock option or employee stock purchase of issuer, in the preceding 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.(p)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:• key managerial personnel;• any other employee who receives a grant in any one year of options amounting to five per cent. 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 the issue of equity shares on exercise of options calculated in accordance with applicable accounting standard on `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)description of the pricing formula and the method and significant assumptions used during the year to estimate the fair values of options, including weightedaverage 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;(xiv)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 Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014, in respect of options granted in the last three years;(xv)intention of the key managerial personnel and whole-time directors who are holders of 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 the equity shares arise out of options exercised before or after the initial public offer;(xvi)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;(xvii)details of the number of shares issued in employee share purchase scheme, the price at which such shares are issued, employee-wise details of the shares issued to• key managerial personnel;• any other employee who is issued shares in any one year amounting to 5 per cent. or more shares issued during that year;• identified employees who were issued shares during any one year equal to or exceeding 1 per cent. of the issued capital of the company at the time of issuance;(xviii)diluted Earnings Per Share (EPS) pursuant to issuance of shares under employee share purchase scheme; and consideration received against the issuance of shares.(q)In case of a further public offer by a listed issuer, which has earlier (after being a listed issuer) made any preferential allotment or bonus issue or qualified institutions placement of specified securities in the ten years preceding the date of the draft offer document/offer document, a confirmation that the relevant provisions of the regulations have been complied with.(9)Particulars of the issue:(2)If one of the objects of the issue is loan repayment:(a)details of loan proposed to be repaid such as name of the lender, brief terms and conditions and amount outstanding;(b)certificate from the statutory auditor certifying the utilization of loan for the purposed availed.(3)If one of the objects is investment in a joint venture or a subsidiary or an acquisition, following additional disclosures:(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)Nature of benefit expected to accrue to the issuer as a result of the investment.(4)If one of the objects of the issue is to grant a loan to an entity other than a subsidiary, details of the loan agreements, including the rate of interest, whether secured or unsecured, duration, nature of security, terms of repayment, subordination etc. and the nature of benefit expected to accrue to the issuer as a result of the investment. If such a loan is to be granted to any of the group companies, details of the same.(5)If one of the objects of the issue is utilisation of the issue proceeds for long term working capital, the following additional disclosures on a standalone basis:(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)Total envisaged working capital requirement in a tabular form, the margin money thereof and the portion to be financed by any bank(s) or otherwise.(e)Details of the existing working capital available to the issuer with a break up for total current assets into raw materials, finished goods, work in progress, sundry debtors, etc., total current liabilities, net current assets and sources of finance for net current assets i.e. bank finance, institutional finance, own funds etc.(f)If no working capital is shown as a part of project for which the issue is being made, the reasons for the same.(6)Land. - (a) Names of the entities from whom land has been acquired/ proposed to be acquired along with the cost of acquisition, and the relationship, if any, of such entities to any promoter or director of the issuer, in case the proceeds of the issue are being utilised for acquisition of land.(b)Details of whether the land acquired by the issuer is free from all encumbrances and has a clear title and whether it is registered in the name of the issuer.(c)Details of whether the issuer has applied/ received all the approvals pertaining to land. If no such approvals are required to be taken by the issuer, then this fact may be indicated by way of an affirmative statement.(d)Figures appearing under this section shall be consistent with the figures appearing under the section "Cost of the Project".(7)Project. - If one of the objects of the issue is to fund a project, details of:(a)location of the project;(b)plant and machinery, technology, process, etc.;(i)Details shall be given in a tabular form, which shall include the details of the machines required to be bought by the issuer, cost of the machines, name of the suppliers, date of placement of order and the date or expected date of supply, etc.(ii)In case machines are yet to be delivered, the date of quotations relied upon for the cost estimates given shall also be mentioned.(iii)The percentage and value terms of the plant and machinery for which orders are yet to be placed shall be stated.(c)The details of the second hand machinery bought or proposed to be bought, if any, including the age of the machines, balance estimated life, etc. shall also be given. collaboration, performance guarantee if any, or assistance in marketing by the collaborators. The following information regarding persons or entities with whom technical and financial agreements have been entered into shall be given:(i)place of registration and year of incorporation.(ii)paid up share capital.(iii)turnover of the last financial year of operation.(iv)general information regarding such persons relevant to the issuer.(d)infrastructure facilities for raw materials and utilities like water, electricity, etc.(8)Property. - If one of the object of the issue is to purchase any property, where arrangements have been made, details of:(a)names address, descriptions and occupations of the vendors;(b)the amount paid or payable in cash, shares or debentures to the vendor and, where there is more than one separate vendor, or the issuer is a sub purchaser, the amount so paid or payable to each vendor, specifying separately the amount, if any, paid or payable for goodwill;(c)nature of the title or interest in such property acquired or to be acquired by the issuer;(d)short particulars of every transaction relating to the property completed within the two preceding years, in which any vendor of the property to the issuer or any person who is, or was at the time of the transaction, a promoter, or a director or proposed director of the issuer had any interest, direct or indirect, specifying the date of the transaction and the name of such promoter, director or proposed director and stating the amount payable by or to such vendor, promoter, director or proposed director in respect of the transaction;(e)The property to which sub-clause (a) applies is a property purchased or acquired by the issuer or proposed to be purchased or acquired, which is to be paid for wholly or partly out of the proceeds of the issue or the purchase or acquisition of which has not been completed as of the date of the draft offer document or offer document, as the case may be.(9)Plant/ Equipment/ Technology/ Process. - If one of the objects of the issue is to purchase any plant, machinery, technology, process, etc.(i)Details in a tabular form, which shall include the details of the equipment required to be bought by the issuer, cost of the equipment, name of the suppliers, date of placement of order and the date or expected date of supply, etc.(ii)In case the order for the equipment is yet to be placed, the date of quotations relied upon for the cost estimates given.(iii)The percentage and value terms of the equipment for which orders are yet to be placed.(iv)The details of the second hand equipment bought or proposed to be bought, if any, including the age of the machines, balance estimated life, etc.(10)In case of a public issue of secured convertible debt instruments,. - description of the assets on which the security shall be created/asset cover, if required, shall be created, the basis for computation of the security cover, the valuation methods, the periodicity of such valuation and the ranking of the charge(s).(11)If warrants are issued, the objects for which the funds from conversions of warrants are proposed to be used.(B)Requirement of funds. - (1) Where the issuer proposes to undertake more than one activity or project, such as diversification, modernisation, expansion, etc., the total project cost activity-wise or project wise, as the case may be.(2)Where the issuer is implementing the project in a phased manner, the cost of each phase, including the phase, if any, which has already been implemented, shall be separately given.(3)Details of all material existing or anticipated transactions in relation to utilisation of the issue proceeds or project cost with promoters, promoter group, directors, key managerial personnel, 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 by the issuer confirming that firm arrangements of finance have been made through verifiable means towards seventy five per cent. of the stated means of finance for the project proposed to be funded from issue proceeds, excluding the amount to be raised through proposed issue and existing identifiable internal accruals(2)Balance portion of the means of finance for which no firm arrangement has been made without specification.(3)Details of funds tied up and the avenues for deployment of excess proceeds, if any.(D)Appraisal. - (1) Scope and purpose of the appraisal, if any, along with the date of appraisal.(2)Cost of the project and means of finance shall be as per the appraisal report.(3)Explanation of revision, if any, in the project cost and the means of finance after the date of issue of the appraisal report.(4)Weaknesses and threats, if any, given in the appraisal report, by way of risk factors.(5)Disclaimer clauses of the appraisal report, as applicable.(E)Schedule of implementation. - 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) 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 of the offer document, as certified by a statutory auditor of the issuer and the date of the certificate.(2)Where the promoters' contribution has been brought prior to the public issue, which is utilised towards means of finance for the stated objects and has already been deployed by the issuer, a cash flow statement from the statutory auditor, disclosing the use of such funds received as promoters' contribution.(G)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.(H)Deployment of Balance Funds. - Year-wise break-up of the expenditure proposed to be incurred on the project.(I)Interim Use of Funds. - A statement that net issue proceeds pending utilization (for the stated objects) shall be deposited only in the scheduled commercial banks.(J)Expenses of the Issue. - Expenses of the issue along with a break up for each item of expense, including details of the fees payable to separately as under (in terms of amount, as a percentage of total issue expenses and as a percentage of total issue size):(1)Lead manager(s) fees including underwriting commission(2)Brokerage, selling commission and upload fees(3)Registrars to the issue(5)Advertising and marketing expenses(6)Regulators including stock exchanges(7)Printing and distribution of issue stationary(8)Others, if any (to be specified).(K)Basis for Issue Price. - (1) The basis for issue price, floor price or price band, as the case may be, on a consolidated basis, after giving effect to any bonus or split of shares undertaken after the last balance sheet date:(a)Earnings Per Share and Diluted Earnings Per Share, pre-issue, for the last three years (as adjusted for changes in capital).(b)Price to Earnings ratio pre-issue.(c)Average Return on Net Worth in the last three years.(d)Net Asset Value per share based on the last balance sheet.(e)Net Asset Value per share after the issue and comparison thereof with the issue price.(f)An illustrative format of disclosure in respect of the basis for issue price is given hereunder:
| (1) |
Adjusted Earnings Per Share (EPS) and AdjustedDiluted EPS
|
|
| |
(a) Financial Year 1 |
L0.41 |
| |
(b) Financial Year 2 |
L8.39 |
| |
(c) Financial Year 3 |
L13.82 |
| |
(d) Weighted Average |
L10.94 |
| (2) |
Price to Earnings Ratio (P/E) in relation toIssue Price
|
|
| |
(a) Based on Financial Year 3 EPS |
37.63 |
| |
(b) Industry P/E |
|
| |
(i) Highest |
61.2 |
| |
(ii) Lowest |
0.8 |
| |
(iii) Average |
25.3 |
| |
(*Indicate relevant source) |
|
| (3) |
Return on Net Worth |
|
| |
(a) Financial Year 1 |
27.36 per cent. |
| |
(b) Financial Year 2 |
28.77 per cent. |
| |
(c) Financial Year 3 |
33.45 per cent. |
| |
(d) Weighted Average |
30.88 per cent. |
| (4) |
Net Asset Value |
|
| |
(a) As at last day of Financial Year 3 |
L46.40 |
| |
(b) After issue |
L94.29 |
| |
(c) Issue price |
L520.00 |
| Particulars |
Pre-issue at |
As adjusted for the proposed issue |
| (Lin crores) |
| Total borrowings |
|
|
| Current borrowings* |
|
|
|
Non-currentborrowings(including current maturity)*
|
|
|
| |
|
|
| Total equity |
|
|
| Equity share capital* |
|
|
| Other equity* |
|
|
| Total Capital |
|
|
| Ratio: Non-current borrowings/ Total equity |
|
|
| Particulars |
Pre-issue at |
As adjusted for the proposed issue |
| (Lin crores) |
| Total borrowings |
|
|
| Short term borrowings* |
|
|
|
Long term borrowings (including currentmaturity)*
|
|
|
| |
|
|
| Total equity |
|
|
| Share capital* |
|
|
| Reserves and surplus* |
|
|
| Money received against share warrants* |
|
|
| Total Capital |
|
|
| Ratio: Long term borrowings/ Total equity |
|
|
| Particulars |
Pre-issue at |
As adjusted for the proposed issue |
| (Lin crores) |
| Total borrowings |
|
|
| Current borrowings* |
|
|
|
Non-current borrowings (including currentmaturity)*
|
|
|
| |
|
|
| Total equity |
|
|
| Share capital* |
|
|
| Reserves and surplus* |
|
|
| Money received against share warrants* |
|
|
| Total Capital |
|
|
| Ratio: Non-current borrowings/ Total equity |
|
|
| Sr. No. |
Total Size (Rs. Cr.) |
Issue Price (Rs.) |
Listing Date |
Opening Price on listing date |
+/-% change in closing price, [+/-% change inclosing benchmark]- 30th calender days from listing
|
+/-% change in closing price, [+/-% change inclosing benchmark]- 90th calender days from listing
|
+/-% change in closing price, [+/-% change inclosing benchmark]- 180th calender days from listing
|
| |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
| Financial Year |
Total no. of IPO's |
Total amount of funds raised (Rs. Cr.) |
No. of IPOs trading at discount-30th calenderdays from listing
|
No. of IPOs trading at premium-30th calenderdays from listing
|
No. of IPO's trading at discount-180thcalender days from listing
|
No of IPO's trading at premiuum-180th calenderdays from listing
|
| |
|
|
Over 50% |
Between 25-50% |
Less than 25% |
Over 50% |
Between 25-50% |
Less than 25% |
Over 50% |
Between 25-50% |
Less than 25% |
Over 50% |
Between 25-50% |
Less than 25% |
| 20.....-20..... |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 20.....-20...... |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2. Disclosures are subject to maximum 10 issues (initial public offerings) managed by Merchant Banker in table 1
3. In Table 1, percentage change for benchmark indices to be provided in brackets with positive or negative sign, as application.
4. Separate table for each merchant banker responsible for pricing the issue.
5. In case the 30th/60th/90th calendar day is a holiday, data from previous trading day to be considered.
(S)Stock market data for equity shares of the issuer, if listed. - Particulars of:(1)high, low and average market prices of the equity shares of the issuer during the preceding three years;(2)monthly high and low prices for the six months preceding the date of filing the draft offer document with the Board which shall be updated till the time of [filing] the offer document with the Registrar of Companies;(3)number of shares traded on the days when high and low prices were recorded in the relevant stock exchange(s) during the said period of (a) and (b) above and indicating the total number of days of trading during the preceding six months and the average volume of equity shares traded during that period and a statement if the equity shares were not actively traded;(4)stock market data referred to above shall be shown separately for periods marked by a change in capital structure, with such period commencing from the date the relevant stock exchange recognises the change in the capital structure (e.g. when the shares have become ex-rights or ex-bonus);(5)market price of equity shares immediately after the date on which the resolution of the board of directors approving the issue;(6)volume of securities traded in each month during the six months preceding the date on which the offer document is [filed] with the Registrar of Companies; and(7)volume of shares traded along with high, low and average prices of shares of the issuer shall also be stated for respective periods.Explanation. - If the equity shares of the issuer are listed on more than one stock exchange, the above information shall be provided for each stock exchange separately. Average market prices in point (1) above should be calculated on closing price on the stock exchange.(T)Mechanism evolved for redressal of investor grievances:(1)arrangements or mechanism evolved by the issuer for redressal of investor grievances including through SEBI Complaints Redress System (SCORES).(2)number of investor complaints received during the preceding three years and the number of complaints disposed off during that period.(3)number of investor complaints pending on the date of filing the draft offer document.(4)number of investor complaints pending on the date of filing the draft offer document in respect of the five largest (in terms of market capitalization) listed group companies.(5)time normally taken by the issuer for disposal of various types of investor grievances.(6)Disclosures prescribed under sub-clauses (2) to (5) shall also be made in regard to the listed subsidiaries.(15)Offering Information. - (A) Terms of the Issue:(a)Statement that the shares issued in the issue shall be pari passu with the existing shares in all respects including dividends. [In case of companies having SR equity shares, a statement that the shares issued in the issue shall be pari passu with the existing shares (excluding SR equity shares) in all respects including dividends.] (b)Statement that in the case of offer for sale, the dividend for the entire year shall be payable to the transferees.(c)Face value and issue price/ floor price/ price band.(d)Rights of the instrument holders. [In case of an issuer having SR equity shares, the special rights of such SR shareholders shall be disclosed alongwith the circumstances in which the SR equity shares shall be treated as ordinary equity shares.] (f)Nomination facility to investor.(g)Period of subscription list of the public issue.(h)Statement that "if, as prescribed, minimum subscription in the issue shall be 90% of the fresh issue portion" the issuer does not receive the minimum subscription of ninety per cent. of the offer through offer document (except in case of an offer for sale of specified securities) 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 (in case of rights issues) or withdrawal of applications, or after technical rejections, or if the listing or trading permission is not obtained from the stock exchanges for the securities so offered under the offer document, the issuer shall forthwith refund the entire subscription amount received. If there is a delay beyond fifteen days after the issuer becomes liable to pay the amount, the issuer and every director of the issuer who are officers in default, shall pay interest at the rate of fifteen per cent. per annum."(i)For Composite Issues. - Statement that the requirement of 'minimum subscription' is satisfied both jointly and severally, i.e., independently for both rights and public issues, and that if the issuer does not receive the minimum subscription in either of the issues, the issuer shall refund the entire subscription received.(j)Arrangements for Disposal of Odd Lots. - (a) Any arrangements made by the issuer for providing liquidity for and consolidation of the shares held in odd lots, particularly when such odd lots arise on account of issues by way of rights, bonus, conversion of debentures or warrants, etc., shall be intimated to the shareholders or investors.(b)The issuer is free to make arrangements for providing liquidity in respect of odd lot shares through any investment or finance company, broking firms or through any other agency and the particulars of such arrangement, if any, may be disclosed in the offer document related to the concerned issue of capital.(c)The lead merchant banker shall ascertain whether the issuer coming for fresh issue of capital proposes to set up trusts in order to provide service to the investors in the matter of disposal of odd lot shares of the issuer held by them and if so, disclosures relating to setting up and operation of the trust shall be contained in the offer document.(d)Whenever any issue results in issue of shares in odd lots, the issuer, shall as far as possible issue certificates in the denomination of 1-2-5-10-20-50 shares.(k)Restrictions, if any, on transfer and transmission of shares or debentures and on their consolidation or splitting.(l)New Financial Instruments. - Terms and conditions including redemption, security, conversion and any other relevant features of any new financial instruments such as deep discount bonds, debentures with warrants, secured premium notes etc.(m)Allotment only in Dematerialised Form. - A statement to the effect that specified securities shall be allotted only in dematerialised form, subject to the availability of the option to receive physical certificates of specified securities in a rights issue for a period of six months from the date of coming into force of these regulations.(B)Issue Procedure. - (1) Fixed price issue or book building procedure as may be applicable, including details regarding bid form/application form, who can bid/apply, maximum and minimum bid/application size, bidding process, bidding, bids at different price levels, etc.(2)Issue of securities in dematerialised form:(a)In case of a public issue or rights issue (subject to sub-regulation (1) of regulation 91, the specified securities issued shall be issued only in dematerialized form in compliance with the Companies Act, 2013. A statement that furnishing the details of depository account is mandatory and applications without depository account shall be treated as incomplete and rejected. Investors will not have the option of getting the allotment of specified securities in physical form. However, they may get the specified securities rematerialised subsequent to allotment.(b)Statement that the specified securities, on allotment, shall be traded on stock exchanges in demat mode only.(c)Statement that single bid from any investor shall not exceed the investment limit/maximum number of specified securities that can be held by such investor under the relevant regulations/statutory guidelines.(d)Statement that the correct procedure for applications by Hindu Undivided Families and the fact that applications by Hindu Undivided Families would be treated as on par with applications by individuals;(e)Applications by mutual funds:(i)Statement under the heads "Procedure for applications by mutual funds" and "Multiple Applications" to indicate that a separate application can be made in respect of each scheme of an Indian mutual fund registered with the Board and that such applications shall not be treated as multiple applications.(ii)Statement that applications made by an asset management company or a custodian of a mutual fund shall clearly indicate the name of the concerned scheme for which the application is being made.(f)Applications by non-resident Indians:(i)Statement that "Non-resident Indian applicants may please note that only such applications as are accompanied by payment in free foreign exchange shall be considered for allotment under the reserved category. The nonresident Indians who intend to make payment through Non-Resident Ordinary (NRO) accounts shall use the form meant for Resident Indians and shall not use the forms meant for reserved category."(g)Application by ASBA investors. - (i) Details of Application Supported by Blocked Amount process including specific instructions for submitting Application Supported by Blocked Amount.(ii)A statement that each application form shall bear the stamp of the syndicate member/SCSBs/registrar and share transfer agents/depository participants/stock brokers and if not, the same shall be rejected.(3)Escrow mechanism for anchor investors: Escrow account of the issuer.(4)Terms of payment and payment into the escrow collection account by anchor investors.(5)Electronic registration of bids.(6)Build-up of the book and revision of bids. In this regard, it may be specifically disclosed that qualified institutional buyers and non-institutional investors can neither lower or withdraw their bids at any stage and retail individual investors can withdraw or revise their bids till issue closure date(7)Price discovery and allocation.(8)Signing of underwriting agreement.(9)Filing of the offer document.(10)Announcement of pre-issue advertisement.(11)Issuance of Confirmation of Allocation Note ("CAN") and allotment in the Issue.(13)General instructions:(b)Instructions for completing the bid form.(c)Bidders' bank account details.(d)Bids by non-resident Indians or foreign portfolio investors, foreign venture capital investors on repatriation basis(14)Payment instructions:(a)Payment into escrow account of the issuer.(b)Payment instructions for Application Supported by Blocked Amount.(15)Submission of bid form.(16)Other instructions:(a)Joint bids in the case of individuals.(c)Instructions to the applicants to mention the Permanent Account Number of the sole / first holder 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 except where the requirement to hold a permanent account number has been specifically exempt under applicable law.(d)Instances when an application would be rejected on technical grounds(e)Equity shares in demat form with the depositories.(f)Investor's attention shall also be invited to contact the compliance officer in case of any pre-issue or post-issue related problems regarding share certificates/demat credit/refund orders/ unblocking etc.(17)Disposal of applications.(18)Provisions of the Companies Act, 2013, as applicable, relating to punishment for fictitious applications, including to any person who:(a)makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for, its securities, or(b)makes or abets making of multiple applications to a company in different names or in different combinations of his/her name or surname for acquiring or subscribing for its securities, shall be punishable with fine and/or imprisonment for such amount and/or term as may be prescribed under section 447 of the Companies Act 2013.(19)Interest on refund of excess bid amount, in case of anchor investors.(20)Names of entities responsible for finalising the basis of allotment in a fair and proper manner.(21)Procedure and time of schedule for allotment and issue of certificates (for rights issues)/demat credit.(22)Method of allotment as may be prescribed by the Board from time to time.(23)Letters of Allotment or refund orders or instructions to Self Certified Syndicate Banks in Application Supported by Blocked Amount process. The issuer shall ensure that "at par" facility is provided for encashment of refund orders for applications other than Application Supported by Blocked Amount process.(24)Mode of making refunds:(a)The mode in which the issuer shall refund the application money to applicants in case of an oversubscription or failure to list.(b)If the issuer proposes to use more than one mode of making refunds to applicants, the respective cases where each such mode will be adopted.(c)The permissible modes of making refunds and unblocking of funds are as follows:(i)In case of applicants residing in any of the centres specified by the Board: by crediting of refunds to the bank accounts of applicants through electronic transfer of funds by or NACH (National Automated Clearing House), as applicable, Direct Credit, RTGS (Real Time Gross Settlement) or NEFT (National Electronic Funds Transfer), as is for the time being permitted by the Reserve Bank of India;(ii)In case of other applicants: by dispatch of refund orders by registered post/unblocking in case of ASBA(25)Payment of Interest in case of delay in despatch of allotment letters or refund orders/instruction to self-certified syndicate banks by the registrar in the case of public issues:(a)in case of a fixed price issue, a statement that the issuer shall allot securities offered to the public shall be made within the period prescribed by the Board. The issuer shall also pay interest at the rate of fifteen per cent. per annum if the allotment letters or refund orders have not been despatched to the applicants or if, in a case where the refund or portion thereof is made in electronic manner, the refund instructions have not been given to the clearing system in the disclosed manner within eight days from the date of the closure of the issue. However applications received after the closure of issue in fulfilment of underwriting obligations to meet the minimum subscription requirement, shall not be entitled for the said interest.(b)In case of a book-built issue, a statement that the issuer shall allot securities offered to the public within the period prescribed by the Board. The issuer further agrees that it shall pay interest at the rate of fifteen per cent. per annum if the allotment letters or refund orders/ unblocking instructions have not been despatched to the applicants or if, in a case where the refund or portion thereof is made in electronic manner, the refund instructions have not been given to the clearing system in the disclosed manner within six days from the date of the closure of the issue.(c)In case of a rights issue, a statement that the issuer shall allot securities offered to the shareholders within fifteen days of the closure of the rights issue. The issuer further agrees that it shall pay interest at the rate of fifteen per cent. per annum if the allotment letters or refund orders/ unblocking instructions have not been despatched to the applicants or if, in a case where the refund or portion thereof is made in electronic manner, the refund instructions have not been given to the clearing system in the disclosed manner within fifteen days from the date of the closure of the issue.(26)Undertaking by the issuer. - (a) The following undertaking by the issuer shall be disclosed:(i)that the complaints received in respect of the issue shall be attended to by the issuer expeditiously and satisfactorily;(ii)that all steps for completion of the necessary formalities for listing and commencement of trading at all stock exchanges where the securities are to be listed are taken within the period prescribed by the Board;(iii)that the issuer shall apply in advance for the listing of equities on the conversion of debentures/ bonds;(iv)that the funds required for making refunds/unblocking to unsuccessful applicants as per the mode(s) disclosed shall be made available to the registrar to the issue by the issuer;(v)that where refunds are made through electronic transfer of funds, a suitable communication shall be sent to the applicant within the specified period of closure of the issue giving details of the bank where refunds shall be credited along with amount and expected date of electronic credit of refund;(vi)that the promoters' contribution in full, wherever required, shall be brought in advance before the Issue opens for public subscription and the balance, if any, shall be brought on a pro rata basis before the calls are made on public in accordance with applicable provisions in these regulations;(vii)that no further issue of securities shall be made till the securities offered through the offer document are listed or till the application monies are refunded on account of non-listing, under subscription, etc., other than as disclosed in accordance with Regulation 19;(viii)that adequate arrangements shall be made to collect all Applications Supported by Blocked Amount and to consider them similar to non- ASBA applications while finalizing the basis of allotment;(b)In case of an issue of convertible debt instruments, the issuer shall also give the following additional undertakings:(i)it shall forward the details of utilisation of the funds raised through the convertible debt instruments duly certified by the statutory auditors of the issuer, to the debenture trustees at the end of each half-year.(ii)it shall disclose the complete name and address of the debenture trustee in the annual report.(iii)it shall provide a compliance certificate to the convertible debt instrument holders (on yearly basis) in respect of compliance with the terms and conditions of issue of convertible debt instruments, duly certified by the debenture trustee.(iv)it shall furnish a confirmation certificate that the security created by the issuer in favour of the convertible debt instrument holders is properly maintained and is adequate to meet the payment obligations towards the convertible debt instrument holders in the event of default.(v)it shall extend necessary cooperation to the credit rating agency/agencies for providing true and adequate information till the debt obligations in respect of the instrument are outstanding.(c)A statement that the issuer reserves the right not to proceed with the issue after the bidding and if so, the reason thereof as a public notice within two days of the closure of the issue. The public notice shall be issued in the same newspapers where the pre-issue advertisement had appeared. The stock exchanges where the specified securities were proposed to be listed shall also be informed promptly.(d)a statement that if the issuer withdraws the issue at any stage including after closure of bidding, the issuer shall be required to file a fresh draft offer document with the Board.(27)Utilisation of Issue Proceeds. - (a) A statement by the board of directors of the issuer to the effect that:(i)all monies received out of issue of specified securities to the public shall be transferred to a separate bank account other than the bank account referred to in the Companies Act, 2013;(ii)details of all monies utilised out of the issue referred to in sub-item(i) shall be disclosed and continue to be disclosed till the time any part of the issue proceeds remains unutilised under an appropriate separate head in the balance sheet of the issuer indicating the purpose for which such monies had been utilised; and(iii)details of all unutilised monies out of the issue of specified securities referred to in sub-item (i) shall be disclosed under an appropriate separate head in the balance sheet of the issuer indicating the form in which such unutilised monies have been invested.(b)For an issue other than an offer for sale or a public issue made by any scheduled commercial bank or a public financial institution, a statement of the board of directors of the issuer to the effect that:(i)the utilisation of monies received under promoters' contribution and from reservations shall be disclosed and continue to be disclosed under an appropriate head in the balance sheet of the issuer, till the time any part of the issue proceeds remains unutilised, indicating the purpose for which such monies have been utilised;(ii)the details of all unutilised monies out of the funds received under promoters' contribution and from reservations shall be disclosed under a separate head in the balance sheet of the issuer, indicating the form in which such unutilised monies have been invested.(28)Restrictions on foreign ownership of Indian securities, if any. - (a) Investment by non-resident Indians.(b)Investment by foreign portfolio investors.(c)Investment by other non-residents.(C)Description of Equity Shares and Terms of the Articles of Association. - Main provisions of the Articles of Association including rights of the members regarding voting, dividend, lien on shares and the process for modification of such rights, forfeiture of shares and restrictions, if any, on transfer and transmission of securities and their consolidation or splitting.(16)Any other material disclosures, as deemed necessary.(17)In case of a fast track issue, the disclosures specified in this Part, which have been indicated in Part B, need not be made.(18)Other Information. - List of material contracts and inspection of documents for inspection:(3)Time and place at which the contracts, together with documents, will be available for inspection from the date of the offer document until the date of closing of the subscription list.(4)IPO grading reports for each of the grades obtained(5)The draft offer document/ draft letter of offer and offer document shall be approved by the Board of Directors of the issuer and shall be signed by all directors including the Managing Director within the meaning of the Companies Act, 2013 or Manager, within the meaning of the Companies Act, 2013 and the Chief Financial Officer or any other person heading the finance function and discharging that function. The signatories shall further certify that all disclosures are true and correct.Declaration by the Issuer. - We hereby declare that all relevant provisions of the the Companies Act, 2013 and the guidelines/regulations issued by the Government of India or the guidelines/regulations issued by the Securities and Exchange Board of India, established under section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with and no statement made in the Red Herring Prospectus is contrary to the provisions of the the Companies Act, 2013, the Securities and Exchange Board of India Act, 1992 or rules made or guidelines or regulations issued there under, as the case may be. We further certify that all statements are true and correct.Part B – Disclosures in a letter of offer
[See regulation 70(2)](1)An issuer, if it satisfies the following conditions, shall make disclosures as specified in clause (5) of this Part, in the draft letter of offer/letter of offer:(a)it has been filing periodic reports, statements and information in compliance with the listing agreement or the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as applicable 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 stock exchange;(c)the issuer has investor grievance-handling mechanism which includes meeting of the Stakeholders' Relationship 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 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) below;(b)as specified in items (XVIII)(2)(d), (e) and (f) in clause (5) of this Part.(3)Irrespective of whether the conditions specified in clause (1) are satisfied or not, the following issuers shall make disclosures in the draft letter of offer / letter of offer as specified in Part A of this Schedule, except for disclosures as specified in clause (4) below:(a)an issuer whose management has undergone any 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 or the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as applicable and is making a rights issue of specified securities for the first time subsequent to such a change;(b)an issuer whose specified securities have been listed consequent to the relaxation granted by the Board under sub-rule (7) of rule 19 of the Securities Contracts (Regulation) Rules, 1957 for listing of its specified securities pursuant to a scheme sanctioned by a High Court under sections 391 to 394 of the Companies Act, 1956 or approved by a tribunal under sections 230-234 of the Companies Act, 2013, as applicable, and is making a rights issue of specified securities for the first time subsequent to such listing.(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 (M) of item (4);(b)Sub-para (b) of para (2) of sub-item (B) of item (14);(c)Sub-para (d) of para (2) of sub-item (B) of item (14);(d)Sub-para (d) of para (16) of sub-item (B) of item (14);(5)An issuer referred to in clause (1) shall make the following disclosures, as far as possible, in the letter of offer in the order in which the disclosures are specified in this clause:(I)Cover Pages. - The cover page paper shall be of adequate thickness (minimum hundred GSM quality).(A)Front Cover Pages. - i. Front inside cover page shall be kept blank.ii. Front outside cover page shall contain only the following details:(a)Type of letter of offer ("Draft Letter of Offer" or "Letter of Offer").(b)Date of the draft letter of offer / letter of offer.(c)Name of the issuer, its logo, date and place of its incorporation, corporate identity number, telephone number, address of its registered and corporate offices, contact person, website address and e-mail address (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).(d)Nature, number and price of specified securities offered and issue size, as may be applicable.(e)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 ..... under the section `General Risks'."(f)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."(g)Names, logos and addresses of all the lead manager(s) with their titles who have signed the due diligence certificate and filed the letter of offer with the Board, along with their telephone numbers, website addresses and e-mail addresses. (Where any of the lead manager(s) is an associate of the issuer, it shall disclose itself as an associate of the issuer and that its role is limited to marketing of the issue.)(h)Name, logo and address of the registrar to the issue, along with its telephone number, website address and e-mail address.• Date of opening of the issue• Date of closing of the issue• Last date for request for split(j)Name(s) of the stock exchanges where the specified securities are listed and the details of their in-principle approval for listing obtained from these stock exchange(s).(II)Back cover pages. - The back inside cover page and back outside cover page shall be kept blank.(C)Issuer and industry related terms(D)Abbreviations(V)Letter of offer summary. - This section shall contain summary of the following information, as applicable:(A)Primary business of the Issuer in not more than 50 words;(B)Objects of the issue in a tabular format;(C)Intention and extent of participation by the promoter and promoter group in the issue with respect to:(III)Table of contents. - The table of contents shall appear immediately after the front inside cover page.(IV)Definitions and abbreviations. - (A) Conventional or general termsa. their rights entitlement.b. the unsubscribed portion over and above their rights entitlement(D)The following details shall be disclosed as per the audited consolidated financial statements for past 3 years and stub period in tabular format:a. Share capital;b. Net Worth;c. Revenue;d. Profit after tax;e. Earnings per share;f. Net Asset Value per equity share; andg. Total borrowings (as per balance sheet).(E)Auditor qualifications which have not been given effect to in the audited financial statements.(F)Summary table of outstanding litigations and a cross-reference to the section titled `Outstanding Litigations and Material Developments'.(G)Cross-reference to the section titled `Risk Factors'.(H)Summary table of contingent liabilities and a cross-reference to contingent liabilities of the issuer as disclosed in restated financial statements.(I)Cross-reference to related party transactions as disclosed in restated financial statements.(J)The details of all financing arrangements whereby the promoters, members of 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 the draft offer document/offer document.(K)Any issuances of equity shares made in the last one year for consideration other than cash.(VI)Risk factors. - (A) Risk factors shall be printed in clear readable font (preferably of minimum point ten size).(B)Risk factors shall be in relation to the following:(1)issue and objects of the issue;(2)issuer and its ongoing business activities;(3)material litigations which impact the business of the issuer.(C)Risk factors shall be determined on the basis of their materiality. In doing so, the following shall be considered:(1)Some risks may not be material individually but may be found material collectively.(2)Some risks may have an impact which is qualitative though not quantitative.(3)Some risks may not be material at present but may have a material impact in the future.(D)Each risk factor shall appear in the following manner:(1)Risk as envisaged by the issue.(2)Proposals, if any, to address the risk.(E)Proposals to address the risks shall not contain any speculative statement on the positive outcome to any matter or litigation, etc.(F)Proposals to address the risks shall not be given for any matter that is sub-judice before any court or tribunal.(G)Risk factors shall be disclosed in the descending order of materiality. Wherever risks about material impact are stated, likely or potential implications, including any financial implication, on the Company for the same shall be disclosed.(VII)Introduction. - (A) Summary:(1)Issue details in brief.(2)Summary consolidated financial information.(B)General Information. - (1) Name, addresses of the registered and corporate offices, corporate identity number and the registration number of the issuer, along with the address of the Registrar of Companies where the issuer is registered.(2)Name, designation, address and DIN of each member of the board of directors of the issuer.(3)Names, addresses, telephone numbers and e-mail addresses of the Company Secretary and compliance officer of the issuer.(4)Names, addresses, telephone numbers, contact person, website addresses and email addresses of the bankers to the issue, self-certified syndicate bankers and legal advisors to the issue; URL of SEBI website listing out the details of selfcertified syndicate banks, registrar to issue and share transfer agents, depository participants, etc.(5)Statement of inter-se allocation of responsibilities among lead manager(s),(6)Following details of credit rating in case of an issue of convertible debt instrument:(a)The names of all the credit rating agencies from which credit rating including unaccepted rating has been obtained for the issue of convertible debt instruments.(b)Details of all credit ratings, including unaccepted ratings, obtained for the issue of convertible debt instruments.(c)All credit ratings obtained during the preceding three years for any of the issuer's listed convertible debt instruments at the time of accessing the market through a convertible debt instrument.(7)Name, address, telephone number, website address and e-mail address of the debenture trustee in case of an issue of convertible debt instruments.(8)Name, address, telephone number and e-mail address of the monitoring agency, if appointed, and disclosure as to whether such appointment is pursuant to these regulations.(9)Name, address, telephone number and e-mail address of the appraising entity in case the project has been appraised.(10)Details of underwriting:(a)Names, address, telephone numbers, and e-mail address of the underwriters and the amount underwritten by each of 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 such underwriting.(d)Details of the final underwriting arrangement, indicating actual number of specified securities underwritten, in the letter of offer filed with the designated stock exchange.(11)The fact of filing the letter of offer with the Board and the stock exchange(s) and the office of the Board where the letter of offer has been filed.(C)Capital Structure. - The capital structure in the following manner in a tabular form:(1)Authorised, issued and subscribed capital, after suitable incorporation of the outstanding convertible securities (number of securities, description and aggregate nominal value).(2)Paid-up capital.(b)After conversion of convertible instruments (if applicable).(3)The following details of outstanding instruments:(a)Details of options, if any.(b)Details of convertible securities, if any.(4)Details of specified securities held by the promoter and promoter group including the details of lock-in, pledge of and encumbrance on such specified securities.(5)Details of specified securities acquired by the promoter and promoter group in the last one year immediately preceding the date of filing of 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 of the draft letter of offer with the Board.(6)Intention and extent of participation by the promoter and promoter group in the issue with respect to:(1)their rights entitlement.(2)the unsubscribed portion over and above their rights entitlement:Provided that such participation shall not result in a breach of the minimum public shareholding requirement stipulated in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.(7)Ex-rights price as referred under clause of (b) of sub-regulation 4 of regulation 10 of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulation, 2011.(8)Shareholding pattern as in the format prescribed in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as submitted to the stock exchanges.(9)Details of the shareholders holding more than one per cent. of the share capital of the issuer.(VIII)Particulars of the Issue. - (A) Objects of the Issue:(1)Objects of the issue for which funds are being raised.(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)details of the form of investment, i.e., equity, debt or any other instrument;(b)if the form of investment has not been decided, a statement to that effect;(c)if the investment is in debt instruments, complete details regarding the rate of interest, nature of security, terms of repayment, subordination, etc.;(d)nature of benefit expected to accrue to the issuer as a result of the investment(3)If one of the objects of the issue is to grant a loan to an entity other than a subsidiary, details of the loan agreements including the rate of interest, whether secured or unsecured, duration, nature of security, terms of repayment, subordination, etc. and the nature of benefit expected to accrue to the issuer as a result of the investment. If such a loan is to be granted to any of the group companies, details of the same.(4)If one of the objects of the issue is utilisation of the issue proceeds for long term working capital, the following additional disclosures on a standalone basis:(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)Total envisaged working capital requirement in a tabular form, the margin money thereof and the portion to be financed by any bank(s) or otherwise.(e)Details of the existing working capital available 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.(f)If no working capital is shown as a part of the project for which the issue is being made, the reasons for the same.(5)If an 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 one of the objects of the issue is to purchase any plant, machinery, technology, process, etc.(7)Details shall be given in a tabular form, which shall include the details of the equipment required to be bought by the issuer, cost of the equipment, name of the suppliers, date of placement of order and the date or expected date of supply, etc.(8)In case the order for the equipment is yet to be placed, the date of quotations relied upon for the cost estimates given shall also be mentioned.(9)The percentage and value terms of the equipment for which orders are yet to be placed shall be stated.(10)The details of the second hand equipment bought or proposed to be bought, if any, including the age of the machines, balance estimated life, etc. shall also be given.(11)If warrants are issued in a rights issue, disclosure of the objects towards which the funds from conversions of warrants are proposed to be used.(B)Requirement of Funds. - (1) Where the issuer proposes to undertake more than one activity or project, such as diversification, modernisation, expansion, etc., the total project cost activity-wise or project wise, as the case may be.(2)Where the issuer is implementing the project in a phased manner, the cost of each phase including the phase, if any, which has already been implemented.(3)Details of all material existing or anticipated transactions in relation to the utlisation of the issue proceeds or project cost with promoters, directors, key managerial personnel, associate companies (as defined under the Companies Act, 2013). The relevant documents shall be included in the list of material documents for inspection.(4)If any part of the proceeds of the issue 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 in respect to either the capital or profits and losses or both, in such business exceeding fifty per cent. 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, being a date not more than six months before the date of the issue of the letter of offer.(5)If:(A)any part of the proceeds of the issue 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.(C)Strategic partners to the project or objects of the issue.(D)Financial partners to the project or objects of the issue.(E)Funding plan (Means of Finance). - (1) An undertaking 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 the proposed issue and existing identifiable internal accruals, have been made.(2)Balance portion of the means of finance for which no firm arrangement has been made without specification.(3)Details of funds tied up and the avenues for deployment of excess proceeds, if any.(F)Appraisal. - (1) Scope and purpose of the appraisal, if any, along with the date of appraisal.(2)Cost of the project and means of finance as per the appraisal report.(3)Explanation of revision, if any, in the project cost and the means of finance after the date of issue of the appraisal report.(4)Weaknesses, qualifications and threats given in the appraisal report, by way of risk factors.(G)Schedule of implementation. - The schedule of implementation of the project and the progress made so far, giving details of land acquisition, civil works, installation of plant and machinery, trial production, date of commercial production and reasons for delay, if any.(H)Deployment of funds. - (1) Details of the sources of funds and the deployment of these funds on the project (where the issuer is raising capital for a project), up to a date not earlier than two months from the date of filing the letter of 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.(I)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.(J)Details of balance fund deployment. - Year wise break-up of the expenditure proposed to be incurred on the said project.(K)Interim use of funds. - A statement that net issue proceeds pending utilization (for the stated objects) shall be deposited only in the scheduled commercial banks.(L)Expenses of the issue. - Expenses of the issue (in terms of amount, as a percentage of total issue expenses and as a percentage of total issue size) under the following heads:(1)Lead manager(s) fees including underwriting commission(2)Brokerage, selling commission and upload fees(3)Registrars to the issue(5)Advertising and marketing expenses(6)Regulators including stock exchanges(7)Printing and distribution of issue stationary(8)Others, if any (to be specified).(A)Any special tax benefits for the issuer and its shareholders and its material subsidiaries identified in accordance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.(B)Key Industry Regulations for the proposed objects of the issue (if different from existing business of the issuer)(C)Interest of promoters, promoter group and directors, as applicable to the project or objects of the issue(IX)History and Corporate Structure of the issuer. - A brief statement about the history and corporate structure of the issuer, main objects of the issuer and major events in the past, in case the issuer has not come out with any issue in the past ten years or more,(X)Management (Board of Directors). - (A) Name, date of birth, age, Director Identification Number, address, occupation and date of expiration of the current term of office of manager, managing director and other directors (including nominee directors and whole-time directors), period of directorships and directorships in other companies.(1)For each person, details of current and past directorship(s) for a period of five years in listed companies whose shares have been/were suspended from being traded on any of the stock exchanges, , during his/her tenure, as follows:• Name of the Company:• Listed on [give name of the stock exchange(s)• Date of suspension on the stock exchanges:• If trading suspended for more than three months, reasons for suspension and period of suspension:• If the suspension of trading revoked, the date of revocation of suspension:• Term (along with relevant dates) of the director in the above company(ies).(The above details shall be given for the preceding five years. In case of offer documents for fast track issues filed under the provisions of these regulations, the period of five years shall be reckoned on the date of filing of the letter of offer.)(2)For each person, details of current and past directorship(s) in listed companies who have been/were delisted from the stock exchange(s) during his/her tenure in the past ten years, as follows:• Name of the Company• Listed on [give name of the stock exchange(s)]• Date of delisting on the stock exchange(s)• Compulsory or voluntary delisting:• Reasons for delisting• If relisted, date of relisting on [give name of the stock exchange(s)• Term (along with relevant dates) of the director in the above company(ies).(B)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(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.(XI)Financial Information of the issuer. - One standard financial unit shall be used in the Letter of Offer.(A)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 the 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 III of the Companies Act, 2013 have been provided. If an issuer is governed by a statute other than the Companies Act, 2013, 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 Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 in respect of quarterly financial information to be filed with the stock exchanges, has been provided .(4)Material changes and commitments, if any, affecting the financial position of the issuer.(5)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. If the equity shares of the issuer are listed on more than one stock exchange, the above information shall be provided for each stock exchange separately.(6)Stock market quotation of shares/convertible instruments of the issuer (high/low price in each of the last three years and monthly high/low price during the last six months). If the equity shares of the issuer are listed on more than one stock exchange, the above information shall be provided for each stock exchange separately.(7)Accounting and other ratios: The following key accounting ratios shall be given for each of the accounting periods for which the financial information is given:• Earnings per share (Basic and Diluted)• Return on net worth• Net Asset Value per share• EBITDA(8)Capitalisation Statement:a. A Capitalisation Statement showing total debt, net worth, and the debt/ equity ratios before and after the issue is made.b. 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.c. An illustrative format of the Capitalisation Statement is specified hereunder:
| Particulars |
Pre-issue at |
As adjusted for the proposed issue |
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| Total borrowings |
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| Current borrowings* |
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Non-current borrowings (including currentmaturity)*
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| Total equity |
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| Share capital* |
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| Reserves and surplus* |
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| Money received against share warrants* |
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| Total Capital |
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| Ratio: Non-current borrowings/ Total equity |
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1. A statement under the heads "Procedure for applications by mutual funds" and "Multiple Applications" to indicate that a separate application can be made in respect of each scheme of an Indian mutual fund registered with the Board and that such applications shall not be treated as multiple applications.
2. A statement that the application made by an asset management company or by custodian of a mutual fund shall clearly indicate the name of the concerned scheme for which the application is being made.
(b)Applications by non-resident Indians:1. the name and address of at least one place in India from where individual non-resident Indian applicants can obtain the application forms.
[***] (c)Application by ASBA investors: Details of Application Supported by Blocked Amount process including specific instructions for submitting Application Supported by Blocked Amount.(d)A statement that the shareholders who have not received the application form can apply, along with the requisite application money, by making an application on a plain paper.(e)The format to enable shareholders to make an application on a plain paper specifying therein necessary particulars such as name, address, ratio of rights issue, issue price, number of equity shares held, ledger folio numbers, depository participant ID, client ID, number of equity shares entitled and applied for, additional shares if any, amount to be [blocked with SCSB for using ASBA facility] ;(f)A statement that shareholders making an application on a plain paper cannot renounce their rights [***] .(3)Dealing with Fractional Entitlement: Manner of dealing with fractional entitlement viz. payment of the equivalent of the value, if any, of the fractional rights in cash etc.(4)Provisions of the Companies Act, 2013, as relating to punishment for fictitious applications, including the disclosures that any person who:(a)makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for, its securities; or(b)makes or abets making of multiple applications to a company in different names or in different combinations of his/her name or surname for acquiring or subscribing for its securities; or(c)otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to such person, or to any other person in a fictitious name.Provided that any penalty imposed pursuant to Companies Act, 2013 shall also be disclosed.(5)A statement that credit of specified securities to the demat account [/ un-blocking of ASBA/ refunds] shall be done within a period of fifteen days and interest shall be payable in case of delay in [/ un-blocking of ASBA/ refunds] at the prescribed rate. Liability of issuer and its directors (who are officers in default) to make refunds along with specified rate of interest shall also be mentioned, in case refunds not made within the specified timeline.(6)Mode of making refunds:(a)The mode in which the issuer shall make refunds to applicants in case of an oversubscription or failure to list or otherwise.(b)If the issuer proposes to use more than one mode of making refunds to applicants, the respective cases where each such mode will be adopted shall be disclosed.(c)The permissible modes of making refunds are as follows:(i)[ Unblocking amounts blocked using ASBA facility] (ii)[] In case of applicants residing in any of the centres specified by the Board: by crediting of refunds to the bank accounts of applicants through electronic transfer of funds by using Direct Credit, RTGS (Real Time Gross Settlement) or NEFT (National Electronic Funds Transfer) or NACH (National Automated Clearing House), as applicable, as is for the time being permitted by the Reserve Bank of India;(iii)[] In case of other applicants: by despatch of refund orders by registered post, where the value is L 1500/- or more, or under certificate of posting in other cases, (subject however to postal rules); and(iv)[] In case of any category of applicants specified by the Board: crediting of refunds to the applicants in any electronic manner permissible by the Board.(XIX)Undertakings by the issuer in connection with the issue. - The issuer shall undertake that:(a)complaints received in respect of the issue shall be attended to by the issuer expeditiously and satisfactorily.(b)steps for completion of the necessary formalities for listing and commencement of trading at all stock exchanges where the specified securities are to be listed are taken within the time limit specified by the Board. of finalisation of basis of allotment.(c)funds required for making refunds to unsuccessful applicants as per the mode(s) disclosed shall be made available to the Registrar to the issue by the issuer.(d)where refunds are made through electronic transfer of funds, a suitable communication shall be sent to the applicant within 15 days of closure of the issue giving details of the bank where refunds shall be credited along with amount and expected date of electronic credit of refund.(e)Where release of block on the application amount for unsuccessful bidders or part of the application amount in case of proportionate allotment, a suitable communication shall be sent to the applicants.(f)adequate arrangements shall be made to collect all ASBA applications [***] .(g)In case of convertible debt instruments, the issuer shall additionally undertake that:(1)it shall forward the details of utilisation of the funds raised through the convertible debt instruments, duly certified by the statutory auditors of the issuer, to the debenture trustee at the end of each half-year.(2)it shall disclose the name and address of the debenture trustee in the annual report.(3)it shall provide a compliance certificate to the convertible debt instrument holders on a yearly basis in respect of compliance with the terms and conditions of issue of debentures as contained in the Letter of Offer, duly certified by the debenture trustee.(4)it shall furnish a confirmation certificate that the security created by the issuer in favour of the convertible debt instrument holders is properly maintained and is adequate to meet the payment obligations towards the convertible debt instrument holders in the event of a default.(5)it shall extend necessary cooperation to the credit rating agency(ies) in providing the requisite information in a true and adequate manner till the debt obligations in respect of the instrument are outstanding.(XX)Utilisation of Issue Proceeds. - The letter of offer, other than for an issue made by a scheduled commercial bank or a public financial institution, shall contain a statement of the board of directors of the issuer to the effect that:(A)all monies received out of issue of shares or specified securities to the public shall be transferred to a separate bank account.(B)details of all monies utilised out of the issue referred to in clause (A) shall be disclosed under an appropriate separate head in the balance sheet of the issuer indicating the purpose for which such monies had been utilised; and(C)details of all unutilised monies out of the issue of specified securities referred to in clause (A) shall be disclosed under an appropriate separate head in the balance sheet of the issuer indicating the form in which such unutilised monies have been invested.(XXI)Restrictions on foreign ownership of Indian securities, if any. - (A) Investment by NRIs.(B)Investment by foreign portfolio investors and foreign venture capital investors.(C)investment by other non-residents.XXII) Statement regarding minimum subscription clause. - (A) "If the issuer does not receive the minimum subscription of ninety per cent. of the issue, including devolvement the of underwriters, the entire subscription monies shall be refunded to the applicants within the specified time from the date of closure of the issue."(B)"If there is a delay in the refund of subscription money by more than 8 days after the issuer becomes liable to pay the subscription amount, the issuer shall pay interest for the delayed period, at rates prescribed under the Companies Act, 2013."(XXIII)Statutory and other information. - [(A) Allotment of specified securities shall be in the dematerialised form.] :(1)The details of option, if any for a rights issue (applicable for a period of six months from the date of coming into force of these regulations), to receive the specified securities either in demateralised form or in physical form.(2)A statement that the investors shall have an option either to receive the security certificate(s) or to hold the securities in dematerialised form with a depository.(B)Material contracts and time and place of inspection which shall include copies of the Annual Reports of the issuer for the last five years.(XXIV)Any other material disclosures, as deemed necessary.(XXV)Declaration. - "No statement made in this letter of offer contravenes any of the provisions of the Companies Act, 2013 and the rules made thereunder. All the legal requirements connected with the issue as also the guidelines, instructions, etc., issued by SEBI, Government and any other competent authority in this behalf, have been duly complied with."The draft letter of offer (in case of issues other than fast track issues) and the letter of offer shall be approved by the Board of Directors of the issuer and shall be signed by all directors including the Managing Director within the meaning of the Companies Act, 2013 or Manager within the meaning of the Companies Act, 2013 and the Chief Financial Officer or any other person heading the finance function and discharging that function. The signatories shall further certify that all disclosures made in the letter of offer are true and correct.(6)An issuer shall make a copy of the offer document of the immediately preceding public issue or rights issue available to the public in the manner specified in these regulations and shall also make such document available as a material document for inspection.Part C – Certain disclosures not mandatory in case of a further public offer
[See regulation 123(2)(d), 186(3)(d), 218(2), 220(1)](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, subject to fulfilment of the conditions specified in para 2:(i)Para (a) of sub-item (B) of item (8) under capital structure section;(ii)Para (f) of sub-item (B) of item (8) under capital structure section;(iii)Para (h) of sub-item (F) of item (10) under management section;(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 manager(s) 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:"We confirm that other than the disclosures made in this offer document, nothing material has changed in respect of disclosures made by us at the time of our previous issue made on .........."(e)The issuer has made the offer document of its immediately preceding public or rights issue public in the manner specified in sub-regulation (4) of regulation 26 and/or sub-regulation (4) of regulation 72, as applicable, and has also kept this document for public inspection in the manner specified in para (e) of sub-item (E) of Item (10) of Part A of this Schedule.Part D – Certain disclosures not mandatory in case of a 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:(1)Para (a) of sub-item (B) of item (8) under capital structure section;(2)Para (f) of sub-item (B) of item (8) under capital structure section;(3)Para (h) of sub-item (F) of item (10) under management section;(4)Sub-para (ii) of para (a) of sub-item (G) of item (10) under promoter/ principle shareholder section;(5)Sub-para (iv) of para (b) of sub-item (G) of item (10) under promoter/ principle shareholder sectionPart E – Disclosures in an abridged prospectus
[See regulation 34(1), 71(2)(d) and 131(1)]An abridged prospectus shall contain information as is material and appropriate to enable investors to make an informed decision, and shall be as per the format and order specified by the Board in Annexure I.General Instructions. - (I) A copy of the abridged prospectus shall be submitted to the Board.(II)Information which is of a generic nature and not specific to the issuer shall be provided in the form of a General Information Document (GID) as specified by the Board and which shall be available separately and not be included in the draft offer document and offer document.(III)The abridged prospectus shall be printed in a booklet form of A4 size paper and, along with the application form and revision form, shall not exceed five sheets, printed both sides. Additional sheets may be appended for bidding centres.(IV)The abridged prospectus shall be printed in a font size which shall not be visually smaller than Times New Roman size 11 (or equivalent) with 1.0 line spacing.(V)The application form shall be so positioned that on the tearing-off of the application form, no part of the abridged prospectus is mutilated.Annexure IThis an abridged prospectus containing salient features of the Red Herring Prospectus (RHP). You are encouraged to read greater details available in the RHP.This Abridged prospectus contains 'XYZ' Pages. Please Ensure that you have Received all the this pages.You may obtain a physical copy of the Bid-cum-Application form and the RHP from stock exchange/s, syndicate members, registrar to issue, investor' associations or Self Certified Syndicate Banks. You may also download the RHP from the websites of SEBI, Book Running Lead Managers and Stock Exchanges that is www. sebi.gov.in; www.nseindia.com; www.bseindia.com; websites of BRLM's (to be specified).Name of the Issuer Company
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Finalisation of basis of allotment with theDesignated Stick Exchange
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Commencement of trading of equity Shares ion theStock Exchanges
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In case of issues by Small Medium Enterprisesunder Chapter Chapter IX, details of the market maker to beincluded
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The list of banks is available onhttp://www.sebi.ov.in/sebiweb/home/list/5/33/00/Recognised-intermediaries
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You can submit Bid cum Application Forms in theIssue Procedure beginning at page XXX of the Red Herringprospectus.
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Details regulation website address(es) link(s)from which the investor can obtain list of registrar issue andshare transfer agents, depository participants and stock brokers(as application).
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Details of promoter/s in not exceeding 1000 wordsexplaining their experience
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Board of Directors
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Part F – Disclosures in an abridged letter of offer
[See regulation 75](1)A listed issuer making a rights issue of specified securities shall make disclosures, as specified in Part E of this Schedule.(2)However, if the conditions specified in clause (1) in Part B of this Schedule are satisfied, the disclosure requirements specified in the following clauses in Part E of this Schedule, shall not be applicable:(a)Promoters of the issuer;(b)Business Model/Business Overview and Strategy;(c)Details and reasons for non-deployment or delay in deployment of proceeds or changes in utilization of issue proceeds of past public issues/rights issues, if any, of the Company in the preceding 10 years;(d)Regulatory Action, if any - disciplinary action taken by SEBI or stock exchanges against the Promoters in last 5 financial years including outstanding action, if any;(e)Price information of the lead manager (s); and(f)Brief details of outstanding criminal proceedings against Promoters.The following requirements of Part E shall be applicable in the manner provided below:(a)"Restated Audit Financials" should be read as "Audited and Limited Reviewed Financial Statements" and should provide disclosure for stub period and last completed accounting year for which audit has been completed(b)"Summary of Outstanding Litigations, Claims and Regulatory Action" shall also include brief details of pending matters involving moral turpitude or criminal liability on the part of the issuer and subsidiaries and economic offences where proceedings have been initiated against the issuer and subsidiaries.(3)The order in which the items shall appear in the abridged letter of offer shall correspond, wherever applicable, to the order in which the items appear in Part D of this Schedule.(4)The abridged letter of offer shall also include the following disclosures:(a)Provisions pertaining to applications referred to in sub-regulations (1), (2) and (3) of regulation 78;(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 available to the public as specified under sub-regulation (4) of regulation 26 and/or subregulation (4) of regulation 72, as applicable, and also as a document for public inspection.
VII - Disclosures in a Placement Document
[See regulations175(2)](1)Disclaimer:- "The preliminary placement document and placement document relates to an issue made to qualified institutional buyers under Chapter VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and that no offer is being made to the public or any other class of investors."(2)Glossary of terms/abbreviations(3)Lead manager(s) and other advisors(4)Summary of the issue and the eligible security(6)Market prices:(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-month period preceding the date of filing of the preliminary placement document/placement document;(c)number of equity shares traded on the days when high and low prices were recorded in the relevant stock exchange during period of (a) and (b) above, and total volume traded on those dates; (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)(d)market price immediately after the date on which the resolution of the board of directors approving the issue was approved(e)volume of securities traded in each month during the six-month period preceding the date on which the preliminary placement document / placement document is filed with Registrar of Companies; (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.)(7)Use of proceeds:(a)purpose of the placement;(b)break-up of the cost of the project for which the money is being raised;(c)means of financing for the project;(d)proposed deployment status of the proceeds at each stage of the project.(8)Capitalization statement(9)Dividends in the preceding three years prior to the date of the placement document.(10)Selected financial and other information(11)The audited consolidated or unconsolidated financial statements, as applicable prepared in accordance with applicable accounting standards for the last three financial years. In addition, latest reviewed financials disclosed to the stock exchange.(a)Report of statutory auditor's on the financial statements included in the preliminary placement document/placement document.(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)(12)Management's discussion and analysis of financial condition and results of operations(15)Organizational structure(16)Board of directors and senior management(17)Latest shareholding pattern as submitted to the stock exchange (s)(18)Taxation aspects relating to the eligible securities(19)Legal proceedings to be disclosed in accordance with the materiality policy framed under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015(22)Such other information as is material and appropriate to enable investors to make an informed investment decision.(23)Disclosures pertaining to wilful defaulters: If the issuer or any of its promoter or director has been declared as a wilful defaulter in the last ten years, it shall make the following disclosures with respect to each such person separately:(a)Name of the person declared as a wilful defaulter;(b)Name of the bank declaring the person as a wilful defaulter;(c)Year in which the person was declared as a wilful defaulter;(d)Outstanding amount when the person was declared as a wilful defaulter;(e)Steps taken, if any, by the person for removal of its name from the list of wilful defaulters;(f)Other disclosures, as deemed fit by the issuer, in order to enable investors to take an informed decision;(g)Any other disclosure as specified by the Board.
VIII - Disclosures in offer Document and Abridged Prospectus and Letter of Offer for Issue of Indian Depository Receipts
[See regulations 185(2)(b), 193(1), 200(1), 218(2) and 222(1)]Part A – Disclosures in offer document for issue of Indian depository receipts [See regulation 185(2)(b) and 200(1)]
A prospectus for issue of Indian Depository Receipts (IDR) shall contain details as specified herein.(1)General instructions with respect to contents of the offer document:(a)The lead manager(s) has the option to file the draft prospectus as a public filing or as 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 lead manager(s) 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, 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 simple English.(d)The term "associate" for the purpose of this Schedule would mean "associate" as defined in Indian Accounting Standards, or IFRS 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 an informed decision.(f)The prospectus shall contain all information and statements specified herein.(g)The issuing company shall, through a lead manager(s), 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 be furnished along with the prospectus.(i)The lead manager(s) who is responsible for conducting due diligence exercise with respect to contents of the draft offer documents/offer document, as per inter-se allocation of responsibilities, shall sign the due diligence certificate.(j)A statement shall be made by the lead manager(s) in the prospectus (including a due diligence certificate) in the format as specified in these regulations.(k)A statement shall 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 lead manager (s) 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 their own risk."(2)The issue: Summary of the terms of the offer, including:(a)Offer and listing details(d)Selling shareholders, if any(3)Forward-looking statements: A paragraph on the statements that are forward-looking 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 declaration shall also be incorporated on whether these have been independently verified.(4)General information: (a) Definitions/terms used in the offer document;(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 lead manager (s), 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;(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 per cent. p.a. shall be paid to the investors if the allotment 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 earliest closing of the issue;(m)Date of closing of issue;(n)Method and expected timetable of the issue;(o)A statement that subscription to the issue shall be kept open for at least three working days and not more than ten working days;(p)Declaration by the lead manager(s) 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 monies 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., period, 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)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: (a) Risk factors shall be in relation to the following:(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. In doing so, the following shall be considered:(i)Some risks may not be material individually but may be found material collectively.(ii)Some risks may have a material impact which is qualitative though not quantitative.(iii)Some risks may not be material at present but may have a material impact in the future.(d)Each risk factor shall appear in the following manner:(i)Risk as envisaged by the issuer(ii)Proposals, if any, to address the risks.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.(7)Exchange-wise market price information and other information concerning the shares in the domestic market of the issuing company: This information should be updated as on the last available date before the date of the prospectus.(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 the prospectus (High, Low, Average Daily Trading Volume)(b)Market price of shares for each month of the calendar year preceding the year of the issue of the prospectus (High, Low, Average Daily Trading Volume)(c)Market price of shares for the month preceding the date of the 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)Changes, if any, in dividends announced and dividends paid and time gap between the dividends announced and dividends paid(g)Taxation aspects of dividend distribution(9)Exchange rates: (a) Brief history of the pattern of the exchange rates between the country of incorporation/where shares are listed and India(b)High, Low and Average exchange rates for the last five years(c)High, Low and Average exchange rates for the last twelve months(10)Foreign investment and exchange controls of the country of incorporation/ where the 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: (a) Purpose of the issue(b)Break-up of the cost of the project for which the money is raised through the IDR issue(c)Means of financing of the project(d)Proposed deployment of the proceeds at each stage of the project.(12)Interim use of funds: The issuer company shall keep funds in a bank having a credit rating of 'A' or above by an international credit rating agency.(13)Capitalisation statement:
| Particulars |
Pre-issue as at ........ (Rupees in crores) |
| Short-Term Debt |
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| Long Term Debt |
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Shareholders' Funds- Share Capital- Reserves
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Part B – Disclosures in an abridged prospectus for Indian depository receipts
[See regulation 193(1)]General Instructions:(I)A copy of the abridged prospectus shall be submitted to the Board.(II)The abridged prospectus shall be printed in a booklet form of A4 size paper and, along with the application form and revision form, shall not exceed five sheets, printed both sides. Additional sheets may be appended for bidding centres.(III)The abridged prospectus shall be printed in a font size which shall not be visually smaller than Times New Roman size 11 (or equivalent) with 1.0 line spacing.(IV)The application form shall be so positioned that on the tearing-off of the application form, no part of the abridged prospectus is mutilated.(V)The format of the abridged prospectus should include the following: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, e-mail address and website address, and if 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 lead manager(s), the underwriter to the issue, the advisors to the issue and any other intermediary which has been appointed in connection with the issue of IDRs;(d)Name, address and contact information of the compliance officer in relation to the issue of IDRs. The compliance officer should be based in India(e)Name, address and contact information of the stock exchanges where applications have been made or are proposed to be made for listing of the IDRs;(f)Date of opening of issue;(g)Date of closing of issue;(h)Method and expected timetable of the issue;(i)Date of earliest closing of the issue;(j)Details of availability of prospectus and forms, i.e., date, time, place etc.;(k)Amount and mode of payment seeking issue of IDRs;(l)Disclosure on Investor Grievances and Redressal System;(m)Undertaking that the issuing company shall subject itself to the jurisdiction of the 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:
| Sr. No. |
Particulars |
Pre Issue number of shares |
% Holding of Pre Issue |
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Promoter & Promoter Group |
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Public |
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Total |
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Particulars |
Litigation filed by |
Current status |
Amount involved |
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| Sr. No. |
Name |
Designation (Independent/ Whole time /Executive / Nominee)
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Experience including current / past positionheld in other firms (20 - 40 words for each Director)
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Part C – Disclosures in the addendum to an offer document for rights issue of Indian depository receipts
[See regulation 218 (2)](1)A listed issuer making a rights issue of IDRs shall make the disclosures as specified in this Part in the form of an addendum to the offer document.(2)Notwithstanding the above, where disclosures of matters similar or equivalent to those set out in this Schedule are required by home country regulations to be made in a particular form or by reference to particular requirements of such regulations, the same shall prevail over the requirements of this Schedule and shall be deemed to be complied with by disclosures made in the offer document on the basis of the home country regulations, but a reference shall be made in the addendum, to the concerned page numbers of the offer document where such disclosures are made.(1)The front outside cover page of the addendum for a rights offering shall contain the following details:(a)The name of the issuer, its logo, address of its registered office, principal office in India, its telephone number, fax number, contact person, website address and e-mail address.(b)The number and price of IDRs offered and issue size, as may be applicable.(c)The following disclaimer and advisory on general risk:"Investment in IDRs involves 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."(d)Specific attention of investors shall be invited to the statement of "Risk factors" given on page number(s) ..... under the section "General Risks".(e)Save where a form of responsibility statement is required in the offer document in accordance with the home country regulations, 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 the offer document and the addendum 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 and the addendum is true and correct in all material respects 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 these documents as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect."(f)The name, logo and address of the lead manager(s) and the designation of the officers/employees who have signed the due diligence certificate and filed the offer document and the addendum 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.(B)Back cover pages: The back inside cover page and back outside cover page of the addendum shall be in white.(II)Instructions for applicants:(A)Disclosure in relation to the process for announcement of record date, terms of payments and procedure and time schedule for allotment and issue of certificates, credit of IDRs to the investors' demat account.(B)How to apply, availability of application forms and offer document for rights offering and mode of payment for all category of investors.(C)A statement that the IDR holders who have not received the application form may, along with the requisite application money, apply in writing on a plain paper.(D)The format to enable the IDR holders to make the application on plain paper specifying therein necessary particulars such as name, address, ratio of rights issue, issue price, number of IDRs held, ledger folio numbers, depository participant ID, client ID, number of IDRs entitled and applied for, additional IDRs if any, amount to be paid along with application, and particulars of cheque, etc. to be drawn in favour of the issuer's account.(E)A statement that the IDR holders making the application otherwise than on the application form shall not renounce their rights and shall not utilise the application form for any purpose including renunciation even if it is received subsequently.(F)Provisions relating to punishment for fictitious applications, including the disclosures that any person who:(ii)Date of closing of the issue.(iii)Last date for request for split.(iv)The names of the stock exchanges where the IDRs of the issuer are listed and the details of in-principle approval for listing of the IDRs proposed to be offered in the rights issue.(a)makes in a fictitious name an application to a company for acquiring, or subscribing for, any IDRs therein, or(b)otherwise induces a company to allot, or register any transfer of, IDRs therein to such person, or any other person in a fictitious name, shall be punishable in accordance with the provisions of law.(G)Mode of making refunds:(1)The mode in which the issuer shall make refunds to applicants in case of oversubscription or failure to list.(2)If the issuer proposes to use more than one mode of making refunds to applicants, the respective cases where each such mode will be adopted shall be disclosed.(III)General information:(A)Name, address and contact information including telephone numbers, fax numbers, contact person, website addresses and e-mail addresses of the domestic depository, the overseas custodian bank with the address of its office in India, the merchant banker, the underwriter to the issue, syndicate member(s), bankers to the issue, self certified syndicate banks, auditors of the issuer, legal advisors to the issue and any other intermediary which may be appointed in connection with the issue of IDRs.(B)Names, addresses and contact information of experts and counsel.(C)The names, addresses, telephone numbers, fax numbers and e-mail addresses of the Company Secretary and compliance officer of the issuer in India.(D)The statement of inter-se allocation of responsibilities among lead manager(s), where more than one merchant banker is associated with the issue.(E)The details of underwriting of the IDRs, if any:(1)The names, address, telephone numbers, fax numbers and e-mail address of the underwriters and the amount underwritten by them.(2)A declaration by the board of directors of the issuer that, as far as the directors are aware, the underwriters of IDRs have sufficient resources to discharge their respective obligations.(F)In case of partial underwriting of the issue, the extent of underwriting.(G)The details of final underwriting arrangement in the addendum for rights offering filed with the designated stock exchange, indicating actual number of IDRs underwritten.(H)Method and expected timetable of the issue.(I)A statement by the issuing company that all monies 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.(J)Details of availability of the offer document along with the addendum and forms, i.e., date, time, place etc.(K)Amount and mode of payment seeking issue of IDRs.(L)A brief statement about the history, corporate structure and business overview of the issuer and major events in the past.(M)A brief status or statement on the compliance status of the issuer of its obligations under Depositary Agreement and the provisions of the listing agreement entered between the issuer and the stock exchanges, wherever its securities are listed, including the listing agreement entered with stock exchanges in India.(IV)Management (Board of Directors):(A)Name, date of birth, age, qualifications, experience, address, occupation and date of expiration of the current term of office of executive or whole time directors, giving their directorships in other companies, as the case may be.(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.(V)Financial information of the issuer:(A)Convenience translation of the latest annual audited statements of consolidated profit and losses, assets and liabilities and cash flows, in Indian Rupees at the closing rate of exchange, as at the date on which the financial information is presented, as filed with the stock exchanges, pursuant to relevant provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.(B)Convenience translation of the latest periodical financial results, in Indian Rupees (at the closing rate of exchange as at the date on which the financial information is presented), as filed with the stock exchanges, pursuant to relevant provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.(C)One standard financial unit shall be used in the Letter of Offer.(D)Link from where the investors can download the soft copy of detailed Annual Report of the issuer and their periodical filings.(A)Risk factors shall be disclosed as follows:(1)Risk factors associated with the issuing company's business(2)Risk factors associated with the country of the issuing company proposing to issue IDR(3)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. Materiality shall be decided taking the following factors into account:(1)Some events may not be material individually but may be found material collectively(2)Some events may have material impact qualitatively instead of quantitatively(3)Some events may not be material at present but may be having material impacts in future.(A)The authorised, issued and subscribed capital after suitable incorporation of the outstanding convertible securities (number of securities, description and aggregate nominal value).(B)Paid-up capital.(segregating IDRs).(C)The following details of outstanding instruments:(1)Details of options, if any.(2)Details of convertible securities, if any.(D)The shareholding pattern and IDR holding pattern as per the latest filing with the stock exchange(s).(E)The details of the shareholders holding more than three per cent. of the share capital of the issuer.(F)The details of IDRs lock-in, pledge of and encumbrance on such IDRs held by promoters, if applicable.(G)The details of IDRs acquired by promoters and promoter group, if applicable in the last six months immediately preceding the date of filing of the offer document along with addendum for rights offering with the designated stock exchange, in case of a fast track issue and in any other case, the date of filing draft offer document along with addendum for rights offering with the Board.(VIII)Particulars of the issue:(1)The purpose of the issue.(2)Break-up of the cost of project for which the money is raised through the IDR issue.(3)The means of financing such project.(4)The proposed deployment status of the proceeds at each stage of the project.(5)Interest of promoters (if any) and directors, as applicable to the project or objects of the issue.(B)Interim Use of Funds: The issuer company shall keep funds in a bank having a credit rating of 'A' or above by an international credit rating agency.(C)Any special tax benefits to the IDR holders.(IX)Market price information and other information concerning the shares/ IDRs: 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 practicable date before the date of the offer document.(A)Week-end prices for the last four weeks and highest and lowest prices of equity shares during the period with the relative dates.(B)Stock market quotation of shares of the company (high/low price in each of the last three years and monthly high/low price during the last six months).(C)The same details shall be provided for IDRs listed in stock exchange.(X)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 twelve months.(XI)Material litigations and defaults: (A) Material litigation/liabilities/defaults including arrears/potential liabilities of the issuing company, its promoters/controlling shareholders/directors and its subsidiaries and associates.(B)Materiality shall be determined on the basis of factors which are specific to the project and to the issuing company, its promoters/controlling shareholders/directors, its subsidiaries and associates, which may have a bearing on the performance of the issuing company.(C)Materiality shall be decided taking the following factors into account:(1)Some litigation/defaults may not be material individually but may be found material collectively.(2)Some litigation/defaults may have material impact qualitatively instead of quantitatively.(3)Some litigation/defaults may not be material at present but may be having a material impact in future.(XII)Material development: Any material development after the date of the latest balance sheet and its impact on performance and prospects of the issuer in accordance with the home country regulations.(XIII)Material contracts and documents for inspection: Place at which inspection of the documents specified under rule 7 of the Companies (Issue of Indian Depository Receipts) Rules, 2004, the offer document along with the addendum, the financial statements and auditor's report thereof will be allowed during the normal business hours.(XIV)Other regulatory and statutory disclosures: (A) Authority for the issue and details of resolution passed for the issue.(B)A statement by the issuer that the issuer, promoters, directors or person(s) in control of the promoter or the issuer, if applicable, have not been prohibited from accessing or operating in the capital markets or restrained from buying, selling or dealing in securities under any order or direction passed by the Board or the securities regulator of its home country.(C)It may be disclosed whether the issuer, promoters, the relatives of promoters, group companies, if applicable, are identified as wilful defaulters in India or in its home country.(D)Disclaimer clauses: The addendum for rights offering shall contain the following disclaimer clauses in bold capital letters:(1)Disclaimer Statement with respect to SEBI:(To be written in bold capital letter)"It is to be distinctly understood that submission of the offer document and the addendum to SEBI should not in any way be deemed or construed that the same has been cleared or approved by SEBI. SEBI does not take any responsibility either for the financial soundness of any scheme or the project for which the issue is proposed to be made or for the correctness of the statements made or opinions expressed in the offer document and the addendum. Lead manager(s), has certified that the disclosures made in the addendum are generally adequate and are in conformity with SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 in force for the time being. This requirement is to facilitate investors to take an informed decision for making investment in the proposed issue.It should also be clearly understood that while the issuer is primarily responsible for the correctness, adequacy and disclosure of all relevant information in the addendum, the lead manager(s) is expected to exercise due diligence to ensure that the issuer discharges its responsibility adequately in this behalf and towards this purpose, the lead manager(s) ....... has furnished to the Securities and Exchange Board of India (SEBI) a due diligence certificate dated .......which reads as follows: (due diligence certificate submitted to the Board to be reproduced here)The filing of the offer document along with the addendum does not, however, absolve the issuer from any liabilities under the Companies (Issue of Indian Depository Receipts) Rules, 2004 or from the requirement of obtaining such statutory or other clearances as may be required for the purpose of the proposed issue. SEBI further reserves the right to take up, at any point of time, with the lead manager(s) any irregularities or lapses in the offer document and the addendum."(2)Disclaimer Statement from the issuer and lead manager(s):A statement to the effect that the issuer and the lead manager(s) accept no responsibility for statements made otherwise than in the offer document for the rights offering or in the advertisement or any other material issued by or at the instance of the issuer and that anyone placing reliance on any other source of information would be doing so at their own risk. Investors who invest in the issue will be deemed to have been represented by the issuer and lead manager and their respective directors, officers, agents, affiliates and representatives that they are eligible under all applicable laws, rules, regulations, guidelines and approvals to acquire IDRs of the Company, and are relying on independent advice / evaluation as to their ability and quantum of investment in this issue.(3)Disclaimer in respect of jurisdiction: A brief paragraph mentioning the jurisdiction under which provisions of law and the rules and regulations are applicable to the offer document for rights offering.(4)Disclaimer statement of the stock exchanges, if any.(5)Disclaimer statement of the Reserve Bank of India (if applicable).(E)Broad details of fees payable to various intermediaries involved in the IDR rights offering.(F)Arrangements or any mechanism evolved by the issuer for redressal of investor grievances in respect of IDRs and the time normally taken by it for disposal of various types of investor grievances.(XV)Undertakings by the issuer in connection with the issue: The issuer shall undertake that:(1)the complaints received in respect of the issue shall be attended to by the issuer expeditiously and satisfactorily.(2)that steps for completion of the necessary formalities for listing and commencement of trading at all stock exchanges where the IDRs are to be listed are taken within seven working days of closing of the issue.(3)funds required for making refunds to unsuccessful applicants as per the mode(s) disclosed shall be made available to the registrar to the issue by the issuer.(4)that where refunds are made through electronic transfer of funds, a suitable communication shall be sent to the applicant within 15 days of closure of the issue giving details of the bank where refunds shall be credited along with amount and expected date of electronic credit of refund.(5)that adequate arrangements shall be made to collect all applications.(6)that adequate arrangements shall be made to collect all ASBA applications and to consider them similar to non-ASBA applications while finalizing the basis of allotment.(7)that the IDRs shall be credited to the demat account / refunds made within a period of fifteen days and interest in case of delay in refund at the prescribed rate.(XVI)Utilisation of issue proceeds: The addendum for the rights offering shall contain a statement of the board of directors of the issuer in relation to the use of issue proceeds.(XVII)Restrictions on foreign ownership of Indian securities, if any:(B)Investment by [foreign portfolio investors].(XVIII)Any other material disclosures (as deemed necessary):(A)The addendum for the rights offering shall be approved by the Board of Directors of the issuer and shall be signed by all directors, the Chief Executive Officer, i.e., the Managing Director or Manager within the meaning of the respective applicable corporate laws of the home country and the Chief Financial Officer, i.e., the whole-time finance director or any other person heading the finance function and discharging that function.(B)The following statement shall be disclosed:"No statement made in this addendum contravenes any of the provisions of the applicable corporate laws in the home country or of provisions of Companies (Issue of Indian Depository Receipts) Rules, 2004. All the legal requirements connected with the issue as also the Regulations, guidelines, instructions, etc., issued by SEBI, Government and any other competent authority in this behalf, have been duly complied with."(C)The signatories shall further certify that all disclosures made in the offer document and the addendum for rights offering are true and correct.Part D – Disclosures in an abridged letter of offer for rights issue of Indian depository receipts
[See regulation 222(1)](1)A listed issuer making a rights issue of IDRs shall make disclosures, as required under its home country regulations, if any, and as specified in Part B of this Schedule, in the abridged letter of offer for rights offering.(2)Notwithstanding the above, where disclosures of matters similar or equivalent to those set out in this Schedule are required to be made in a particular form or by reference to particular requirements of home country regulations, the same shall prevail over the requirements of this Schedule and shall be deemed to be complied with by such disclosures made in the offer document on the basis of the home country regulations.(3)The order in which items shall appear in the abridged letter of offer for rights offering shall correspond, wherever applicable, to the order in which items appear in the offer document and the addendum for rights offering.(4)The abridged letter of offer for rights offering shall also include the following disclosures:(a)Provisions pertaining to applications forms;(b)Rights entitlement ratio;(c)Fractional entitlements;(e)Application for Additional IDRs;(f)Intention of promoters to subscribe to their rights entitlement, if any.(5)General 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 11 (or equivalent) with 1.0 line spacing.
3. 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 letter of offer is mutilated.
The abridged letter of offer for the issue of Indian Depository Receipts (IDR) shall contain the following disclosures:I. Instructions for applicants: How to apply, availability of letter of offer, abridged letter of offer and application forms, mode of payment and how to apply through white sheet, if relevant.II. 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 principal office of the issuing company in India.(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 IDRs.(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 IDRs. 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 IDRs.(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 per cent. 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 rights 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)Last date for request for split.(N)Method and Expected Timetable of the issue.(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 monies 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 letter of offer and forms, i.e., date, time, place etc.(S)Amount and mode of payment seeking issue of IDRs.(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.III. Capital structure of the issuing company: (A) Authorised, issued, subscribed and paid-up capital (Number of instruments, description, aggregate nominal value).(B)Size of present issue.(Segregating issue of IDRs)(C)Paid-up Capital:(2)after the issue (if the IDR issue involves issue of fresh equity shares); and(3)share premium account (before and after the issue).IV. 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" shall appear.V. Particulars of the issue: (A) Objects of the issue.VI. Company, management and project: (A) History and present business of the company.(B)Details of major shareholders disclosed in Letter of Offer.(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.VII. Outstanding material litigations and defaults (in a summarised tabular form)VIII. Material development: Any material development after the date of the latest balance sheet and its impact on performance and prospects of the company.IX. Time and Place of Inspection of material contracts. (List of material contracts not required)X. Financial Performance of the Issuing company as per last completed accounting year for which audit has been completed and for the latest stub period for which audit/limited review has been completed.XI. Disclosure on Investor Grievances and Redressal System.XII. Brief details of the Domestic Depository, Overseas Custodian Bank and Depository AgreementXIII. Signatories to the Letter of offer.
IX - Public Communications and Publicity Materials
[See regulation 42, 83, 138, 199 and 264](1)Any public communication including advertisements, publicity material and research reports (referred to as public communication) issued or made by the issuer or its associate company, or by the lead manager(s) or their associates or any other intermediary connected with the issue or their associates, shall contain only such information as contained in the draft offer document/offer document and shall comply with the following:(a)it shall be truthful, fair and shall not be manipulative or deceptive or distorted and it shall not contain any statement, promise or forecast which is untrue or misleading;(b)if it reproduces or purports to reproduce any information contained in the draft offer document or draft letter of offer or offer document, as the case may be, it shall reproduce such information in full and disclose all relevant facts not to be restricted to select extracts relating to that information;(c)it shall be set forth in a clear, concise and understandable language;(d)it shall not include any issue slogans or brand names for the issue except the normal commercial name of the issuer or commercial brand names of its products already in use or disclosed in the draft offer document or draft letter of offer or offer document, as the case may be;(e)it shall not contain slogans, expletives or non-factual and unsubstantiated titles;(f)if it presents any financial data, data for the past three years shall also be included alongwith particulars relating to revenue, net profit, share capital, reserves / other equity (as the case may be), earnings per share, dividends and the book values, to the extent applicable;(g)issue advertisements shall not use technical, legal or complex language and excessive details which may distract the investor;(h)issue advertisements shall not contain statements which promise or guarantee rapid increase in revenue or profits;(i)issue advertisements shall not display models, celebrities, fictional characters, landmarks, caricatures or the likes;(j)issue advertisements on television shall not appear in the form of crawlers (advertisements which run simultaneously with the programme in a narrow strip at the bottom of the television screen) on television;(k)issue advertisements on television shall advise the viewers to refer to the draft offer document or offer document, as the case may be, for the risk factors;(l)an advertisement or research report containing highlights, shall advise the readers to refer to the risk factors and other disclosures in the draft offer document or the offer document, as the case may be, for details in not less than point seven size;(m)an issue advertisement displayed on a billboard/banners shall contain information as specified in Part D of Schedule X;(n)an issue advertisement which contains highlights or information other than the details contained in the formats as specified in Schedule X shall prominently advise the viewers to refer to the draft offer document and offer document for details and risk factors.(2)All public communications issued or published in any media during the period commencing from the date of the meeting of the board of directors of the issuer in which the public issue is approved till the date of filing draft offer document with the Board shall be consistent with its past practices:Provided that where such public communication is not consistent with the past practices of the issuer, it shall be prominently displayed or announced in such public communication that the issuer is proposing to make a public issue of specified securities in the near future and is in the process of filing a draft offer document.(3)All public communications issued or published in any media during the period commencing from the date of filing draft offer document or draft letter of offer till the date of allotment of securities offered in the issue, shall prominently disclose that the issuer is proposing to make a public issue or rights issue of the specified securities and has filed the draft offer document or the draft letter of offer or has filed the offer document or letter of offer , as the case may be, and that it is available on the websites of the Board, lead manager(s) and stock exchanges :Provided that requirements of this sub-regulation shall not be applicable in case of advertisements of products or services of the issuer.(4)The issuer shall make a prompt, true and fair disclosure of all material developments which take place between the date of filing offer document and the date of allotment of specified securities, which may have a material effect on the issuer, by issuing public notices in all the newspapers in which the issuer had released pre-issue advertisement under applicable provisions of these regulations;(5)The issuer shall not, directly or indirectly, release, during any conference or at any other time, any material or information which is not contained in the offer document.(6)For all issue advertisements and public communications, the issuer shall obtain the approval from the lead manager(s) responsible for marketing the issue and shall also provide copies of all issue related materials to all lead manager(s).(7)Any advertisement or research report issued/ made by the issuer/cause to be issued by the issuer or its associate company (as defined under the Companies Act, 2013), or by the lead manager(s) or their associates (as defined in the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992) or any other intermediary connected with the issue or their associates (as defined under Securities and Exchange Board of India (Intermediaries) Regulations, 2008) shall comply with the following:(a)it shall be truthful, fair and shall not be manipulative or deceptive or distorted and it shall not contain any statement, promise or forecast which is untrue or misleading;(b)if it reproduces or purports to reproduce any information contained in the draft an offer document or draft letter of offer or offer document, as the case may be, it shall reproduce such information in full and disclose all relevant facts not to be restricted to select extracts relating to that information;(c)it shall be set forth in a clear, concise and understandable language;(d)it shall not include any issue slogans or brand names for the issue except the normal commercial name of the issuer or commercial brand names of its products already in use or and disclosed in the draft offer document or draft letter of offer or offer document, as the case may be;(e)if it presents any financial data, data for the past three years shall also be included along with particulars relating to sales, gross profit, net profit, share capital, reserves, earnings per share, dividends and the book values, to the extent applicable;(f)no advertisement shall use extensive technical, legal terminology or complex language and excessive details which may distract the investor;(g)no issue advertisement shall contain statements which promise or guarantee rapid increase in profits;(h)no issue advertisement shall display models, celebrities, fictional characters, landmarks or caricatures or the likes;(i)no issue advertisement shall appear in the form of crawlers (the advertisements which run simultaneously with the programme in a narrow strip at the bottom of the television screen) on television;(j)in any issue advertisement on television screen, the risk factors shall not be scrolled on the television screen and the advertisement shall advise the viewers to refer to draft offer document or draft letter of offer or offer document, as the case may be, or other documents, the red herring prospectus or other offer document for details;(k)no issue advertisement shall contain slogans, expletives or non-factual and unsubstantiated titles;(l)if an advertisement or research report contains highlights, the advertisement or research report, as applicable, shall prominently advise the viewers to refer to the draft offer document or draft letter of offer or offer document, as the case may be, for details contains highlights, it shall also contain risk factors with equal importance in all respects including print size of not less than point seven size;(m)an issue advertisement displayed on a billboard shall not contain information other than that specified in Part D of Schedule X;(n)an issue advertisement which contains highlights or information other than the details contained in the format as specified in Schedule X shall prominently advise the viewers to refer to the offer document for details and risk factors.(8)No public information with respect to the issue shall contain any offer of incentives, to the investors whether direct or indirect, in any manner, whether in cash or kind or services or otherwise.(9)No advertisement relating to product or service provided by the issuer shall contain any reference, directly or indirectly, to the performance of the issuer during the period commencing from the date of the resolution of the board of directors of the issuer approving the public issue till the date of allotment of specified securities offered in such issue.(10)No information which is extraneous to the information disclosed in the draft offer document or offer document, as the case may be, or otherwise, shall be given by the issuer or any member of the issue management team or syndicate to any particular section of the investors or to any research analyst in any manner whatsoever, including at road shows, presentations, in research or sales reports or at bidding centres.(11)The lead manager(s) shall submit a compliance certificate in the format specified in Part E of Schedule X for the period between the date of filing the draft offer document and the date of closure of the issue, in respect of news reports appearing in any of the following media:(a)newspapers mentioned in these regulations;(b)print and electronic media controlled by a media group where the media group has a private treaty or shareholders' agreement with the issuer or promoters of the issuer.Explanation. - For the purpose of this schedule:(I)"public communication or publicity material" includes corporate, 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.(II)Any advertisement issued by the issuer shall be considered to be misleading, if it contains:(a)Statements made about the performance or activities of the issuer without necessary explanatory or qualifying statements, which may give an exaggerated picture of such performance or activities.(b)An inaccurate portrayal of past performance or its portrayal in a manner which implies that past gains or income will be repeated in the future.
X - Formats of Advertisements For a Public Issue
Part A – Format of pre-issue advertisement for a public issue
[See regulations 43(2), 29(4), 127(4), 139(2), 189(4), 264(2) and 250(3)]This is only an advertisement for information purposes and is not a prospectus announcement.ABC LTD. (name of the issuer)(Incorporated on ____________________ under the __________ Act as _____________________ and subsequently renamed as _____________(applicable only when the name of issuer has changed in the last three years except if there is a change in status from private limited company to limited company) __________ on ________________) Registered Office: ________________________________________________________ Tel: _______________ Corporate Office: ________________________________________________________ Tel: _________ e-mail: ______ Website::______ CIN: ______Promoters[__XYZ__]The IssuePublic issue of ___________ (nature of the specified securities) of ____ each at a price of _____(In the case of book building issues, disclosure about the details of allocation shall be given in the following manner, as percentage of offer size/ net offer:QIB Category: _____%Retail Category: _____%Non institutional investor category: _____%Reserved categories: _____Equity Shares or ____%Proposed ListingNames of the stock exchanges (Cross reference to the disclaimer clause of the stock exchanges as provided in their in-principle listing approval)Disclaimer Clause of the Securities and Exchange Board of India"SEBI only gives its observations on the draft offer document and this does not constitute approval of either the issue or the specified securities stated in the offer document."Lead Manager(S)Name, address, telephone numbers, email ID, website address and contact personCompliance Officer of the IssuerName, address, telephone numbers, email ID, website addressCredit Rating (if applicable)Debenture Trustees (if applicable)IPO Grading (if obtained)Availability of Application FORMSNames of the issuer, lead manager(s), syndicate member(s), stock brokers self certified syndicate banks, registrar and share transfer agents and depository participants with the website link of where the detailed information is available (addresses optional).Availability of Red Herring 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 lead manager(s) / stock exchange/s at www......Issue/bid Opens on:Issue/bid Closes on:Floor Price/ Price Band(Floor price or price band or as the case may be in case of book built issue) for cash aggregating `_________ (appropriate disclosure for book built issue) including face valueMinimum Lot SizeDiscount (if any)Risk to Investors(As specified by the Board) (In the same font size as the floor price/ price band)Basis for Issue Price(Relevant financial ratios on the floor price and cap price (based on the financials disclosed in the offer document) in case of a price band, as per the basis for issue price disclosures in the offer document)Investor should read the offer document carefully, including the Risk Factors on page _____ of the offer document before making any investment decision.Issued byAuthorized personnel of the issuerPart B – Format of issue opening advertisement for a public issue
[See regulations 43(3), 200(1) and 264(3)]This is only an advertisement for information purposes and is not a prospectus announcement.ABC LTD. (name of the issuer)(Incorporated on ____________________ under the __________ Act as _____________________ and subsequently renamed as _____________(applicable only when the name of issuer has changed in the last three years except if there is a change in status from private limited company to limited company) __________ on ________________) Registered Office: ________________________________________________________ Tel: _______________ Corporate Office: ________________________________________________________ Tel: _________ e-mail: ______ Website::______ CIN: ______Promoters[__XYZ__]Floor Price/ Price Band(Floor price or price band or as the case may be in case of book built issue) for cash aggregating `_________ (appropriate disclosure for book built issue), including face valueMinimum Lot SizeDiscount (If Any)Risk to Investors(As specified by the Board) (In the same font size as the floor price/ price band)The IssuePublic issue of ___________ (nature of the specified securities) of ` ____ each at a price of `_____(In the case of book building issues, disclosure about the details of allocation shall be given in the following manner, as percentage of offer size/ net offer:QIB Category: _____%Retail Category: _____%Non institutional investor category: _____%Reserved categories: _____Equity Shares or ____%Promoters[__XYZ__]Proposed ListingNames of the stock exchanges (Cross reference to the disclaimer clause of the stock exchanges as provided in their in-principle listing approval)Disclaimer Clause of Securities and Exchange Board of India"SEBI only gives its observations on the draft offer document and this does not constitute approval of either the issue or the specified securities stated in the offer document."Lead Manager(S)Name, address, telephone numbers, e-mail ID, website address and contact personCompliance Officer of the IssuerName, address, telephone numbers, e-mail ID, website addressCredit Rating (if applicable)Debenture Trustees (if applicable)IPO Grading (if obtained)Availability of Application FormsNames of the issuer, lead manager(s), bankers to the issue, self certified syndicate banks, stock brokers, registrar to the issue and share transfer agents and depository participants (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 manager(s) / Stock Exchange/s at www......Issue / Bid Opens Today:Issue/bid Closes On:Investor should read the offer document carefully, including the Risk Factors on page _____ of the offer document before making any investment decision.Issued byAuthorized personnel of the issuerPart C – Format of issue closing advertisement for a public issue
[See regulation 43(3), 200(1) and 264(3)]This is only an advertisement for information purposes and is not a prospectus announcement.ABC LTD. (name of the issuer)(Incorporated on ____________________ under the __________ Act as _____________________ and subsequently renamed as _____________(applicable only when the name of issuer has changed in the last three years except if there is a change in status from private limited company to limited company) __________ on ________________) Registered Office: ________________________________________________________ Tel: _______________ Corporate Office: ________________________________________________________ Tel: _________ e-mail: ______ Website::______ CIN: ______Promoters[__XYZ__]Floor Price/ Price Band(Floor price or price band or as the case may be in case of book built issue) for cash aggregating `_________ (appropriate disclosure for book built issue), including Face ValueMinimum Lot SizeDiscount (If Any)Risk to Investors(As specified by the Board) (In the same font size as the floor price/ price band)The IssuePublic issue of ___________ (nature of the specified securities) of ` ____ each at a price of `_____(In the case of book building issues, disclosure about the details of allocation shall be given in the following manner, as percentage of offer size/ net offer:QIB Category: _____%Retail Category: _____%Non institutional investor category: _____%Reserved categories: _____Equity Shares or ____%Promoters[__XYZ__]Proposed ListingNames of the stock exchanges (Cross reference to the disclaimer clause of the stock exchanges as provided in their in-principle listing approval)Disclaimer Clause of Securities and Exchange Board of India"SEBI only gives its observations on the draft offer document and this does not constitute approval of either the issue or the specified securities stated in the offer document."Lead Manager(S)Name, address, telephone numbers, e-mail ID, website address and contact personCompliance Officer of the IssuerName, address, telephone numbers, e-mail ID, website addressCredit Rating (if applicable)Debenture Trustees (if applicable)IPO Grading (if obtained)Availability of Application FormsNames of the issuer, lead manager(s), bankers to the issue, self certified syndicate banks, stock brokers, registrar to the issue and share transfer agents and depository participants (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 manager(s) /Stock Exchange/s at www......Issue / Bid Closes TodayInvestor should read the offer document carefully, including the Risk Factors on page _____ of the offer document before making any investment decision.Issued byAuthorized personnel of the issuerPart D – Format of billboards and banners
[Schedule IX]This is only an advertisement for information purposes and is not a prospectus announcement.ABC LTD. (name of the issuer)Registered Office: ________________________________________________________ Corporate Office: ________________________________________________________ Tel: _________ e-mail: ______ Website::______ CIN: ______Floor Price/ Price Band(Floor price or price band or as the case may be in case of book built issue) for cash aggregating `_________ (appropriate disclosure for book built issue), including face valueRisk to Investors(As specified by the Board) (In the same font size as the floor price/ price band)Promoters[__XYZ__]Proposed ListingNames of the stock exchanges Cross reference to the disclaimer clause of Securities and Exchange Board of India and Stock Exchange(s)Names, Telephone Numbers and Email Addresses of the Lead Manager(S), Registrar to the IssueCredit Rating and Name of the Credit Rating Agency (if applicable)Names and Telephone Number of The Debenture Trustee (if applicable)IPO Grading (if obtained)Issue / Bid Closes ON ..........Issue / Bid Closes ON ..........The following disclosure shall be included in the billboard/banner in such manner that it is prominent and covers at least 10% of the size of the billboard/banner:Investor should read the offer document carefully, including the Risk Factors on page _____ of the offer document, before making any investment decision.Issued byAuthorized personnel of the issuerPart E – Compliance certificate in respect of news reports
[See Schedule IX]
| Sl. No. |
Newspaper, edition, date |
Subject matter |
Whether contents of the news report aresupported by disclosures in the offer document or advertisementsmade pursuant to these Regulations or information available onthe website of the stoke exchanges
|
If yes, page numbers in the draft offerdocument where the disclosures are made
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If no, action taken by the lead manager(s) |
| |
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Yes/No |
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XI - Format of Report to be Submitted by the Monitoring Agency
[See regulation 82(2) and 82(3)]Front Page:Report of the Monitoring AgencyName of the issuer:For quarter ended:Name of the Monitoring Agency:(a)Deviation from the objects:- Utilization different from Objects stated in the offer document but in line with change of objects approved by shareholders' resolution; or- Utilization neither in line with Objects stated in the offer document nor approved by shareholders' resolution- In case there is no deviation, the same shall be stated.Indicate the range of percentage deviation from the amount of issue proceeds earmarked for the objects. For example, up to 10%, 10- 25%, 25-50%, 50-75%, 75-100%, not ascertainable etc.* The range of deviation may be computed by taking weighted average of financial deviation of each object in the ratio of issue proceeds allocated for it. Non-financial deviation may be indicated separately by way of notes.Declaration:We declare that this report is based on the format prescribed by the SEBI (ICDR) Regulations, 2018, We further declare that this report provides a true and fair view of the utilization of the issue proceeds.We declare that we do not have any direct/indirect interest in or relationship with the issuer/promoters/directors/management and also confirm that we do not perceive any conflict of interest in such relationship/interest while monitoring and reporting the utilization of the issue proceeds by the issuer.Signature:Name and designation of the Authorized Signatory:Designation of Authorized person/Signing Authority:Subsequent Pages:(1)Issuer Details:Name of the issuer :Names of the promoter :Industry/sector to which it belongs(2)Issue DetailsIssue PeriodType of issue (public/rights)Type of specified securities :IPO Grading, if anyIssue size (in L crore)(3)Details of the arrangement made to ensure the monitoring of issue proceeds:(Give item by item description for all the objects stated in the offer document separately in following format)
| Particulars |
Reply |
Comments of the Monitoring Agency |
Comments the Board of Directors |
|
Whether all utilization is as per thedisclosures in the Offer Document?
|
Yes/ No |
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Whether shareholder approval has been obtainedin case of material deviations # from expenditures disclosed inthe Offer Document?
|
Yes/ No |
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Whether the means of finance for the disclosedobjects of the issue has changed?
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Yes/ No |
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Is there any major deviation observed over theearlier monitoring agency reports?
|
Yes/ No |
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Whether all Government/statutory approvalsrelated to the object(s) have been obtained?
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Yes/ No |
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Whether all arrangements pertaining to technicalassistance/collaboration are in operation?
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Yes/ No |
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Are there any favorable events improving theviability of these object(s)?
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Yes/ No |
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Are there any unfavorable events affecting theviability of the object(s)?
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Yes/ No |
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Is there any other relevant information that maymaterially affect the decision making of the investors?
|
Yes/ No |
|
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| Sl. No |
Item Head |
Original Cost (as per the Offer Document) |
Revised Cost |
Comments of the Monitoring Agency |
Comments of the Board of Directors |
| Reason of cost revision |
Proposed financing option |
Particulars of firm arrangements made |
| |
|
|
|
|
|
|
|
| Sr. No. |
Item Head$ |
Amount as proposed in the Offer Document |
Amount utilized |
Total unutilized amount |
Comments of the Monitoring Agency |
Comments of the Board of Directors |
| As at beginning of the quarter |
During the quarter |
At the end of the quarter |
Reasons for idle funds |
Proposed course of action |
| |
|
|
|
|
|
|
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| Sr. No. |
Type of instrument and name of the entityinvested in
|
Amount invested |
Maturity date |
Earning |
Return on Investment (%) |
Market Value as at the end of quarter* |
| |
|
|
|
|
|
|
| Object(s) |
Completion Date |
Delay (no. of days/ months) |
Comments of the Board of Directors |
| As per the Offer Document |
Actual* |
Reason of delay |
Proposed course of action |
| |
|
|
|
|
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XII - Mandatory Collection Centres
[See regulation 23(6), 69(6), 121(6), 184(6) and 244(6)](1)The issuer shall designate collection centre(s) at the four metropolitan centres situated at Mumbai, Delhi, Kolkata and Chennai.(2)All such places where recognised stock exchanges are located.(3)In addition, all designated branches of the self-certified syndicate banks, as displayed on the websites of such banks and of the Board, shall be deemed to be mandatory collection centres.(4)The issuer may appoint other collection centres as it may deem fit.
XIII - Book Building Process
[See regulation 28(2), 30(1)(c), 32(2), 126(2), 128(1)(d), 129(3), 188(2), 190(1)(b), 250(2), 252(1)(c) and 291(4)]Part A – Book building process
An issuer proposing to issue specified securities through the book building process shall comply with the requirements of this Schedule.(1)Lead Manager(s). - (a) The issuer shall appoint one or more merchant banker(s) as lead manager(s) and their name(s) shall be disclosed in the draft offer document and the offer document(s).(b)In case there is more than one lead manager(s), the rights, obligations and responsibilities of each shall be delineated in the inter-se allocation of responsibility as specified in Schedule I.(c)Co-ordination of various activities may be allocated to more than one lead manager.(2)Syndicate Member(s). - The issuer may appoint syndicate member(s).(3)Underwriting. - (a) The lead manager(s) shall compulsorily underwrite the issue and the syndicate member(s) shall sub-underwrite with the lead manager(s).(b)The lead manager(s) / syndicate member(s) shall enter into underwriting/ sub underwriting agreement on a date prior to filing of the prospectus.(c)The details of the final underwriting arrangement indicating actual numbers of shares underwritten shall be disclosed and printed in the prospectus before it is [filed] with the Registrar of Companies.(d)In case of an under-subscription in an issue, the shortfall shall be made good by the lead manager(s) and the same shall be incorporated in the inter-se allocation of responsibility as specified in Schedule I.(4)Agreement with the stock exchanges. - (a) The issuer shall enter into an agreement with one or more stock exchange(s) which have the facility of book building through the electronic bidding system.(b)The agreement shall specify inter-alia, the rights, duties, responsibilities and obligations of the issuer and the stock exchange(s) inter se.(c)The agreement may also provide for a dispute resolution mechanism between the issuer and the stock exchange.(5)Appointment of stock brokers as bidding/collection centres. - (a) The lead manager(s)/syndicate member(s) shall appoint stock brokers who are members of the stock exchange(s) and registered with the Board, for the purpose of accepting bids 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, the self certified syndicate banks, registrar and share transfer agents, depository participants and stock brokers shall also be authorised to accept and upload the requisite details in the electronic bidding system of the stock exchange(s).(b)The self certified syndicate banks, registrar and share transfer agents, depository participants and stock brokers accepting applications and application monies shall be deemed as `bidding/collection centres'.(c)The issuer shall pay to the SEBI registered intermediaries involved in the above activities a reasonable commission/fee for the services rendered by them. These intermediaries shall not levy service fee on their clients/investors in lieu of their services.(d)The stock exchanges shall ensure that no stock broker levies a service fee on their clients/investors in lieu of their services.(6)Price not to be disclosed in the draft red herring prospectus. - The draft red herring prospectus shall contain the total issue size which may be expressed either in terms of the total amount to be raised or the total number of specified securities to be issued. and shall not contain the price of the specified securities.In case the offer has an offer for sale and/or a fresh issue, each component of the issue may be expressed in either value terms or number of specified securities.(7)Floor price and price band. - Subject to applicable provisions of these regulations 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 redherring 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 issue;(ii)a statement that the investors may be guided by the secondary market prices (in case of a further public offer);(iii)names and editions of the newspapers where the announcement of the floor price or price band would be made;(iv)website addresses where the announcement is available.(b)where the issuer decides to opts for a price band instead of a floor price, the issuer shall also ensure compliance with the following conditions:(i)The cap of the price band should not be higher by more than 20 per cent. of the floor of the band; i.e. cap of the price band shall be less than or equal to 120 per cent. of the floor of the price band;(ii)The price band can be revised during the bidding period, provided the maximum revision on either side shall not exceed 20 per cent. i.e. floor of price band can move up or down to the extent of 20 per cent. 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 public notice and also indicating the change on the relevant website and the terminals of the syndicate member(s).(iv)In case the price band is revised, the bidding period will be extended as per the provisions of these regulations.(v)The manner in which the shortfall, if any, in the project financing will be met, arising on account of lowering of the price band shall be disclosed in the red herring prospectus or the public notice and that the allotment shall not be made unless the financing is tied up.(8)The manner and contents of the bid-cum-application form and revision form (accompanied with abridged prospectus) shall be as specified by the Board.(9)Extension of issue period. - (i) In case of a revision in the price band, the issuer shall extend the bidding (issue) period disclosed in the red herring prospectus, for a minimum period of three working days, subject to the total bidding (issue) period not exceeding ten working days.(ii)in case of force majeure, banking strike or similar circumstances, the issuer may, for reasons to be recorded in writing, extend the bidding/issue period for a minimum period of three working days, subject to the total bidding/issue period not exceeding ten working days.(10)Anchor Investors. - (a) An anchor investor shall make an application of a value of at least ten crore rupees in a public issue on the main board made through the book building process or an application for a value of at least two crore rupees in case of a public issue on the SME exchange made in accordance with Chapter IX of these regulations.(b)Up to sixty per cent. of the portion available for allocation to qualified institutional buyers shall be available for allocation/allotment ("anchor investor portion") to the anchor investor(s).(c)Allocation to the anchor investors shall be on a discretionary basis, subject to the following:(I)In case of public issue on the main board, through the book building process:(i)maximum of 2 such investors shall be permitted for allocation up to ten crore rupees;(i)maximum of 2 such investors shall be permitted for allocation up to two crore rupees.(ii)minimum of 2 and maximum of 15 such investors shall be permitted for allocation above two crore rupees and up to twenty five crore rupees, subject to minimum allotment of one crore rupees per such investor;(iii)in case of allocation above twenty five crore rupees; a minimum of 5 such investors and a maximum of 15 such investors for allocation up to twenty five crore rupees and an additional 10 such investors for every additional twenty five crore rupees or part thereof, shall be permitted, subject to a minimum allotment of one crore rupees per such investor.(ii)minimum of 2 and maximum of 15 such investors shall be permitted for allocation above ten crore rupees and up to two fifty crore rupees, subject to minimum allotment of five crore rupees per such investor;(iii)in case of allocation above two fifty crore rupees; a minimum of 5 such investors and a maximum of 15 such investors for allocation up to two fifty crore rupees and an additional 10 such investors for every additional two fifty crore rupees or part thereof, shall be permitted, subject to a minimum allotment of five crore rupees per such investor.(II)In case of public issue on the SME exchange, through the book building process:(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)The anchor investors shall pay on application the same margin which is payable by other categories of investors and the balance, if any, shall be paid within two days of the date of closure of the issue.(g)The allocation to anchor investors shall be completed on the day of the bidding by the 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 the anchor investors, the anchor investors shall pay 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 the anchor investors, the excess amount shall not be refunded to the anchor investors and the anchor investor shall be allotted the securities at the same price at which the allocation was made to it.(i)The number of shares allocated to the anchor investors and the price at which the allocation is made, shall be made available to the stock exchange(s) by the lead manager(s) for dissemination on the website of the stock exchange(s) before opening of the issue.(j)There shall be a lock-in of 30 days on the shares allotted to the anchor investors from the date of allotment.(k)Neither the (i) lead manager(s) or any associate of the lead managers [other than mutual funds sponsored by entities which are associate of the lead managers or insurance companies promoted by entities which are associate of the lead managers or Alternate Investment Funds (AIFs) sponsored by the entities which are associate of the lead manager or [a foreign portfolio investor other than individuals, corporate bodies and family offices.] sponsored by the entities which are associate of the lead manager] nor (ii) any person related to the promoter/promoter group/ shall apply under the Anchor Investors category.Explanation. - For the purpose of clause (k) above, a qualified institutional buyer who has any of the following rights shall be deemed to be a person related to the promoters or promoter group of the issuer:(I)rights under a shareholders' agreement or voting agreement entered into with promoters or promoter group of the issuer;(III)right to appoint any nominee director on the board of the issuer.Further, for the purposes of this regulation, an anchor investor shall be deemed to be an "associate of the lead manager" 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 anchor investor and the lead manager.(l)Applications made by a qualified institutional buyer under the anchor investor category and under the non anchor Investor category shall not be considered as multiple applications.(11)Margin money. - (a) The entire application money shall be payable as margin money by all the applicants.(b)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.(12)Bidding process. - (a) The bidding process shall only be through an electronically linked transparent bidding facility provided by the stock exchange (s).(b)The lead manager(s) shall ensure the availability of adequate infrastructure with the syndicate member(s) for data entry of the bids in a timely manner.(c)At each of the bidding centres, at least one electronically linked computer terminal shall be 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, self-certified syndicate bank(s), registrar and share transfer agents or depository participants, as the case may be, to place their bids.(e)Every stock broker, self-certified syndicate bank, registrar and share transfer agent and depository participant shall accept applications supported by blocked amount.(f)The qualified institutional buyers shall place their bids only through the stock broker(s) who shall have the right to vet the bids;(g)At the end of each day of the bidding period, the demand, shall be shown graphically on the bidding terminals of the syndicate member(s) and websites of the stock exchanges for information of the public (details in relation to allocation made to anchor investors shall also be disclosed).(h)The retail individual investors may either withdraw or revise their bids until the closure of the issue.(i)The qualified institutional buyers and the non-institutional investors shall not be permitted to withdraw or lower the size of their bids at any stage of the issue.(j)The issuer may decide to close the bidding by the qualified institutional buyers one day prior to the closure of the issue, subject to the following conditions:(i)the bidding period shall be minimum of three days for all categories of applicants;(ii)necessary disclosures are made in the red herring prospectus regarding the issuer's intent to close the bidding by the qualified institutional buyers one day prior to the closure of the issue.(k)The names of the qualified institutional buyers making the bids shall not be made public.(l)The retail individual investors may bid at the "cut off" price instead of a specific bid price.(m)The stock exchanges shall continue to display on their website, the book building data in a uniform format, inter alia, giving category-wise details of the bids received, for a period of at least three days after the closure of the issue. 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 the lead manager(s), determine the final issue price based on the bids received, and on determination of the same, the number of specified securities to be offered or issue size shall be determined.(b)Once the final issue price is determined, all bidders whose bids have been at and above the final price shall be considered for allotment of specified securities.(14)[filing] of prospectus with the Registrar of Companies. - A copy of the prospectus, which shall include the price and the number of specified securities, shall be [filed] by the issuer with the Registrar of Companies.(15)Manner of allotment/ allocation. - (a) The issuer shall make allotments only if the minimum subscription has been received.(b)The allotment/allocation to qualified institutional buyers and non-institutional investors, other than the anchor investors, shall be made on a proportionate basis as illustrated in this Schedule. The allotment to retail individual investors and allotment to employees shall be made in accordance with applicable provisions of these regulations.(c)In case of under-subscription in any category, the undersubscribed portion in that category shall be allocated to such bidders as described in the red herring prospectus;Provided that the unsubscribed portion in the qualified institutional buyer category shall not be available for subscription to other categories in the case of issues made under sub*regulation (2) of regulation 6 of these regulations.(16)Maintenance of records. - (a) The final book of the demand showing the result of the allocation process shall be maintained by the lead manager and the registrar to the issue.(b)The lead manager(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.(17)Applicability to Fast Track Issues. - Unless the context otherwise requires, in relation to the fast track issues, all references in this Schedule to `draft prospectus' shall be deemed to have been made to the `red herring prospectus'.Part B – Format of bid data displayed on stock exchange
< Name of The Issuer> - Bid DetailsThe total demand shall be aggregated by all the stock exchanges on an hourly basis and be displayed on their websites(1)Details of Allocation to the Anchor Investors
| S. No. |
Name of the Anchor Investor |
No. of securities available under the AnchorInvestor portion
|
Details of Allocation |
| |
|
|
No. of securities |
No. of securities allocated as a percentage ofsecurities under the Anchor Investor portion
|
| |
AI 1 |
|
|
|
| |
AI 2 |
|
|
|
| |
Total (a) + (b) |
|
|
|
| S. No. |
Category of Investor |
No. of securities offered/reserved |
No. of securities bid for/allocated |
No. of times of the total meant for thecategory
|
| 1. |
QIBs |
|
|
|
| (a) |
Foreign Portfolio Investors |
|
|
|
| |
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) |
|
|
|
| (a) |
Cut off |
|
|
|
| (b) |
Price bids |
|
|
|
| 4. |
Reservation categories, if any |
|
|
|
| (a) |
Cut off |
|
|
|
| (b) |
Price bids |
|
|
|
Part C – Illustration regarding allotment to qualified institutional buyers other than anchor investors
(1)Issue Details
| Sr. No. |
Particulars |
Issue details |
| 1 |
Issue size |
200 crore equity shares |
| 2 |
Portion available to QIBs* |
100 crore equity shares |
| 3 |
Anchor Investor Portion |
60 crore equity shares |
| |
of which |
|
| |
a. Reservation for Mutual Funds (1/3rd) |
20 crore equity shares |
| |
b. Balance for all QIBs including Mutual Funds |
40 crore equity shares |
| 4 |
Portion available to QIBs* other than AnchorInvestors [(2) - (3)]
|
40 crore equity shares of which |
| |
a. Reservation to Mutual Funds (5 per cent.) |
2 crore equity shares |
| |
b. Balance for all QIBs including Mutual Funds |
38 crore equity shares |
| 5 |
No. of QIB applicants |
10 |
| 6 |
No. of shares applied for |
500 crore equity shares |
| S. No. |
Type of QIB bidders |
No. of equity shares bid for (in crores) |
| 1 |
A1 |
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 2 crore equity shares to MutualFunds proportionately (See Note 2)
|
Allocation of balance 38 crore equity sharesto QIBs proportionately (See Note 4)
|
Aggregate allocation to Mutual Funds |
| A1 |
50 |
0 |
3.82 |
3.82 |
| A2 |
20 |
0 |
1.53 |
1.53 |
| A3 |
130 |
0 |
9.92 |
9.92 |
| A4 |
50 |
0 |
3.82 |
3.82 |
| A5 |
50 |
0 |
3.82 |
3.82 |
| MF1 |
40 |
0.4 |
3.02 |
3.42 |
| MF2 |
40 |
0.4 |
3.02 |
3.42 |
| MF3 |
80 |
0.8 |
6.04 |
6.84 |
| MF4 |
20 |
0.2 |
1.51 |
1.71 |
| MF5 |
20 |
0.2 |
1.51 |
1.71 |
| |
500 |
2.0 |
38.00 |
40.00 |
Part D – Alternate method of book building
In the case of a further public offering, the issuer may opt for an alternate method of book building, subject to the following:(a)The issuer shall follow the procedure laid down in Part A of this Schedule except clause (13) and clause (15) (c) thereof.(b)The issuer may mention the floor price in the red herring prospectus or announce the floor price at least one working day before opening of the issue in all newspapers in which the pre-issue advertisement was released.(c)Qualified institutional buyers shall bid only at a price above the floor price.(d)The bidder who bids at the highest price shall be allotted the number of securities it has bid for, the bidder who has bid at the second highest price shall be allotted the number of securities that it has bid for and so on, until all the specified securities on offer are allotted.(e)Allotment shall be on a price priority basis for the qualified institutional buyers.(f)Allotment to the retail individual investors, non-institutional investors and reserved categories of the issuer shall be made on a proportionate basis as illustrated in this Schedule.(g)Where, however, the number of specified securities bid for at a price are more than the available quantity, the allotment shall be done on a proportionate basis.(h)Retail individual investors and non-institutional investors shall be allotted specified securities at the floor price.(i)Employees may be allotted specified securities at a price lower than the floor price;Provided that the difference between the floor price and the price at which the specified securities are offered to employees shall not be more than ten per cent. of the floor price.(j)The issuer may decide and disclose in the offer document:(i)to place a cap either in terms of number of specified securities or percentage of issued capital of the issuer that may be allotted to a single bidder;(ii)whether a bidder shall be allowed to revise the bid upwards or downwards in terms of price and/or quantity;(iii)whether a bidder shall be allowed only a single or multiple bids.
XIV - Illustration Explaining the Procedure of Allotment
[See regulation 47(3), 49(5), 145(5), 192(1)(a), 204(4), 267(3), 143(3) and 268(5)]Part A – Illustration explaining the procedure of allotment
Example A.(1)Total number of specified securities on offer@ L 600 per share: 1 crore specified securities.(2)Specified securities on offer for retail individual investors' category: 35 lakh specified securities.(3)The issue is over-all subscribed by 2.5 times, whereas the retail individual investors' category is oversubscribed 4 times.(4)The issuer has fixed the minimum application/bid size as 20 specified securities (falling within the range of ten thousand to fifteen thousand rupees) and in multiples thereof.(5)A total of one lakh retail individual investors have applied in the issue, in varying number of bid lots i.e. between 1 - 16 bid lots, based on the maximum application size of up to two lakh rupees.(6)Out of the one lakh investors, there are five retail individual investors A, B, C, D and E who have applied as follows: A has applied for 320 specified securities. B has applied for 220 specified securities. C has applied for 120 specified securities. D has applied for 60 specified securities and E has applied for 20 specified securities.(7)As the allotment to a retail individual investor cannot be less than the minimum bid lot, subject to availability of shares, the remaining available shares, if any, shall be allotted on a proportionate basis.The actual entitlement shall be as follows:
| Sr. No. |
Name of Investor |
Total Number of specified securities appliedfor
|
Total number of specified securities eligibleto be allotted
|
| 1 |
A |
320 |
20 specified securities (i.e. the minimum bidlot) + 38 specified securities [{35,00,000 - (1,00,000 * 20)} /{140,00,000 - (1,00,000 * 20)}] * 300 (i.e. 320-20)
|
| 2 |
B |
220 |
20 specified securities (i.e. the minimum bidlot) + 25 specified securities [{35,00,000 - (1,00,000 * 20) /{140,00,000 - (1,00,000 * 20)}] * 200 (i.e. 220-20)
|
| 3 |
C |
120 |
20 specified securities (i.e. the minimum bidlot) + 13 specified securities [{35,00,000 - (1,00,000 * 20)} /{(140,00,000 - (1,00,000 * 20)}] * 100 (i.e. 120-20)
|
| 4 |
D |
60 |
20 specified securities (i.e. the minimum bidlot) + 5 specified securities [{(35,00,000 - 1,00,000 * 20)} /{(140,00,000 - (1,00,000 * 20)}] * 40 (i.e. 60-20)
|
| 5 |
E |
20 |
20 specified securities (i.e. the minimum bidlot)
|
| No. of lots |
No. of shares at each lot |
No. of retail investors applying at each lot |
Total no. of shares applied for at each lot |
No. of investors who shall receive minimumbid-lot (to be selected by a lottery)
|
| A |
B |
C |
D= (B*C) |
E |
| 1 |
20 |
10,000 |
2,00,000 |
8,750 =(1,75,000/2,00,000)*10,000 |
| 2 |
40 |
0,000 |
4,00,000 |
8,750 |
| 3 |
60 |
10,000 |
6,00,000 |
8,750 |
| 4 |
80 |
10,000 |
8,00,000 |
8,750 |
| 5 |
100 |
20,000 |
20,00,000 |
17,500 |
| 6 |
120 |
20,000 |
24,00,000 |
17,500 |
| 7 |
140 |
15,000 |
21,00,000 |
13,125 |
| 8 |
160 |
20,000 |
32,00,000 |
17,500 |
| 9 |
180 |
10,000 |
18,00,000 |
8,750 |
| 10 |
200 |
15,000 |
30,00,000 |
13,125 |
| 11 |
220 |
10,000 |
22,00,000 |
8,750 |
| 12 |
240 |
10,000 |
24,00,000 |
8,750 |
| 13 |
260 |
10,000 |
26,00,000 |
8,750 |
| 14 |
280 |
5,000 |
14,00,000 |
4,375 |
| 15 |
300 |
15,000 |
45,00,000 |
13,125 |
| 16 |
320 |
10,000 |
32,00,000 |
8,750 |
| Total |
|
2,00,000 |
328,00,000 |
1,75,000 |
| |
|
|
|
|
| |
|
|
|
|
Part B – Illustration explaining minimum application size
For 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 L 900 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 12 - 16 equity shares (in value terms between Rs.10,000- Rs.15,000), as explained hereunder:
| Options |
I |
II |
III |
IV |
V |
| Lot Size @L.900/- per share |
12 shares |
13 shares |
14 shares |
15 shares |
16 |
| Application / Bid amount for 1 lots |
10800 |
11700 |
12600 |
13500 |
14400 |
| Application / Bid amount for 2 lots |
21600 |
23400 |
25200 |
27000 |
28800 |
| Application / Bid amount for 4 lots |
43200 |
46800 |
50400 |
54000 |
57600 |
| Application / Bid amount for 8 lots |
86400 |
93600 |
100800 |
108000 |
115200 |
| Application / Bid amount for 16 lots |
172800 |
187200 |
-- |
-- |
-- |
| Application / Bid amount for 18 lots |
194400 |
-- |
-- |
-- |
-- |
XV - Format of Report For Green Shoe Option
[See regulation 57(10), 153(10) and 279(10)](2)Name of the Stabilising Agent (Registration No. as a merchant banker with SEBI):(3)Issue size (No. of securities):(6)Over-allotment in the issue (per cent):(7)Date of commencement of trading:(8)Amount in the `Green Shoe Option Bank Account' (in rupees):(9)Name of the promoter and number of the shares borrowed:(10)Date on which the stabilisation period ended:(11)Number of shares bought during the stabilization period:(12)Date on which the issuer allotted further shares to the extent of the 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 detailsStabilising Agent with Official SealPlace:Date:
XVI - Nature of Changes in the Offer Document Requiring Filing of Updated Offer Document
[See regulation 25(6), 71(6), 123(6) and 186(5)](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 any of the following, the issuer shall file fresh draft offer document with the Board in terms of applicable provisions of these regulations, along with the fees as specified Schedule IV:(a)Change in promoter 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 to objects of the issue resulting in an increase in the estimated issue size or estimated means of finance by more than twenty per cent.(e)If there are grounds to believe that there is an exacerbation of risk on account of deletion of an object resulting in a decrease in issue size by more than twenty per cent(f)[ Any Increase or Decrease: (i)In case of a fresh issue: any increase or decrease in estimated issue size by more than twenty per cent. of the estimated issue size; or(ii)In case of an offer for sale: any increase or decrease in either the number of shares offered for sale or the estimated issue size, by more than fifty per cent.; or(iii)In case of an issue comprising of both fresh issue and offer for sale: the respective limits as above shall apply.](g)Any increase in estimated deployment in any of the objects of the issue by more than twenty per cent.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, 2018 and the lead manager(s) or issuer do not intend to seek relaxation under regulation 303 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 any of the following, the issuer shall file an updated offer document with the Board, along with payment of fees as specified in Schedule IV(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 per cent. or more in the shareholding of the promoter or promoter group or an aggregate increase of 5 per cent. 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 more than 10 per cent. and not exceeding 20 per cent.(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 loss and/or extraordinary items in excess of 10 per cent. over the last updated financials included in the draft offer document.(vii)Section 7: Legal and other information: Any new litigation or any development about a pending litigation which is considered material by the lead manager(s).(b)After filing the updated offer document with the Board, the issuer may proceed with the issue after receiving a confirmation to this effect from the Board.(3)Changes which require filing of the updated offer document with the Board, without fees:All other changes or updations in the offer document which are not covered under paras (1) and (2) above shall be carried out in the offer document and the updated offer document shall be filed with the Board, without any fees.
XVII - Formats of Post-Issue Reports
Part A – Format of final post-issue report for a public issue
[See regulations 55, 151, 210 and 273]Subscription Status: (Subscribed / Undersubscribed)Note: The lead manager(s) shall provide correct information after verifying it from the issuer and the registrar to the issue.(I)In Case of a Subscribed Issue:
| (1) |
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Name of the issuer |
: |
| (2) |
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Issue opening date |
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| (3) |
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Actual closing date |
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| (4) |
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Issue Details (as per the prospectus) |
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(a) |
Nature of specified securities (equity shares/fullyconvertible debentures/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 (Llakhs) |
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| (5) |
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Number of collecting banks (Also specify number of bankbranches)
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| (6) |
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Bank-wise names of branches which did not submit finalconsolidated certificates on the date of closure of the issue andthe dates when they actually submitted the same
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| (7) |
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Subscription Details |
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(a) |
Public Offer (Net) (including unsubscribed portion of thereserved category added back to the net public offer)
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(i) |
No. ofapplications received
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(ii) |
No. ofinstruments applied for
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(iii) |
Amount ofsubscription received (Llakhs)
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(iv) |
No. of timesissue subscribed
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(b) |
Information relating to reserved categories |
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| Reservations |
No. of applications |
No. of instruments |
Amount |
| Employees |
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| Others |
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| (Specify) |
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| (8) |
Date of finalisation of the Basis of Allotment (enclose copyof Basis of Allotment)
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| (9) |
Allotment Details |
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(a) No. of successful allottees per 1 lakh shares |
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(b) No. of unsuccessful allottees |
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| (1) |
Date of completion of |
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(a) Unblocking instructions |
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(b) Certificates/Allotment Letters |
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(c) Reasons for delay, if any : |
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| (2) |
Amount of refund due :L |
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| (3) |
Name and address of the Refund Banker |
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| (4) |
Date of transfer of refund amount to the Refund Banker, ifany
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| (5) |
Name of the Designated Stock Exchange |
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| (6) |
Names of other stock exchanges where listing sought |
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| (7) |
Dates on which application was filed with each stock exchangefor listing
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| (8) |
Dates on which listing and trading permission was given byeach stock exchange (enclose copies of permission letters of thestock exchanges)
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| (9) |
Reasons for delay in listing, if any |
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| (II) In Case Of Under Subscribed Issue : |
| (1) |
If the issue is underwritten, the amount of issue underwritten |
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| (2) |
Extent of under-subscription on the date of closure of theissue
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(a) Percentage |
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(b) Amount |
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| (3) |
Total number of underwriters |
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| (4) |
If the devolvement notices had not been issued, how was theshortfall met
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| (5) |
Number of underwriters to whom devolvement notices had beenissued
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| (6) |
Date of issue of devolvement notices |
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| (7) |
Number of underwriters who did not honour the devolvement(Names, amount underwritten and reasons for not honouring)
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| (8) |
In case of default by the underwriters, how was the shortfallwas met
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| (9) |
In case QIBs have subscribed to make up the shortfall, not asan underwriter
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(a) Names of the QIBs |
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(b) Number of securities applied for |
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(c) Amount received |
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| Signed by |
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| Registrars to the issue |
Issuer |
Lead manager(s) |
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Place:Date:
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Part B – Format of initial post-issue report for a rights issue
[See regulation 96(a)]Subscription Status: (Subscribed / Undersubscribed)Note: The lead manager(s) shall provide correct information after verifying it from the issuer and the registrar to the issue.
| (1) |
Name of the issuer |
: |
| (2) |
Issue opening date |
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| (3) |
Actual closing date |
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| (4) |
Date of filing of the letter of offer with the stock exchanges |
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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(equity shares/fully convertible debentures/partly convertibledebentures, etc.)
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(c) Offer price per instrument |
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(d) Amount per instrument onapplication
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(e) Issue size (Llakhs) |
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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 that was to becollected on application (Llakhs)
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(b) Actual amount collected onapplication (Llakhs)
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(c) Per cent. subscribed i.e. percent. of (ii) to (i)
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(d) Whether 90 per cent. minimum subscriptioncollected
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:Yes/No |
| Signed by |
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| Registrars to the issue |
Issuer |
Lead manager(s) |
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Place:Date:
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Part C – Format of final post-issue report for a rights issue
[See regulations 96(b)]Subscription Status: (Subscribed / Undersubscribed)Notes: The lead manager(s) shall provide correct information after verifying it from the issuer and the registrar to the issue.(A)In Case of a Subscribed Issue:(3)Actual issue closing date(4)Issue details (as per the letter of offer)(b)Nature of the instrument(c)Offer price per instrument(d)Amount per instrument on application(6)Number of collecting banks (also specify number of bank branches)(7)Bank-wise names of branches which did not submit the final consolidated certificate on the date of closure of the issue and the dates when they actually submitted the same(8)Details of subscription(a)Percentage of rights issue taken up by(b)Percentage of rights issue renounced by(c)Percentage of rights issue taken by shareholders/ renounces(d)Percentage of rights issue for suitable allotment at the disposal of the Board(e)Out of the unsubscribed portion, as in above, taken by(9)Promoters' shareholding No. of shares Percentage(g)On expanded capital after the issue(10)Date of finalisation of allotment (enclose copy of the Basis of Allotment)(a)Name and address of the Refund Banker(c)Date of transfer of refund amount to the Refund Banker, if any(11)Dates of(a)Unblocking instructions(c)Reasons for delay, if any(12)Name of the Designated Stock Exchange(13)Names of the other stock exchanges where listing sought(14)15th day from the date of closure of the issue(15)Dates on which application was filed with each stock exchange for listing of instruments(16)Dates on which listing and trading permission was given by each stock exchange (enclose copies of permission letters of the stock exchanges)(17)Reason for delay in listing, if any(B)In Case of Under-Subscribed Issue:(2)Extent of under-subscription on the date of closure of the issue(3)Details of standby assistance, if any(a)Number of underwriters(b)Number of underwriters who did not honour the devolvement (Names, amount underwritten and reasons for not honouring)(4)In case QIBs have subscribed to make up the shortfall, not as an underwriter(b)No. of securities applied forCertified that the information given above and also in the enclosures are true to the best of our knowledge and no unblocking/ demat credit are pending.Certified that the specified securities to be locked-in are duly inscribed with the words "specified securities cannot be hypothecated / transferred / sold till ........." or necessary instructions to this effect have been sent to the depositories.
| Signed by |
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| Registrars to the issue |
Issuer |
Lead manager(s) |
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Place:Date:
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XVIII - Format of Underwriting Devolvement Statement
[See regulation 52(7), 93(7), 148(7), 202(4), 207(7) and 271(7)](1)Name of the lead manager(s) :(4)Statement of non-acceptance of underwriting 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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XIX - Listing of Securities on Stock Exchanges
[See regulation 7(1)(a), 62(1)(a), 104(1)(a) and 183(3)(a)]In-principle approval of recognised stock exchange(s)(1)The issuer shall obtain an in-principle approval from the recognised stock exchange as follows:(a)in case of an initial public offer or an issue of Indian Depository Receipts (hereinafter referred to as `IDRs'), from all the recognised stock exchange(s) on which the issuer, proposes to get its specified securities or IDRs, as the case may be, listed; and(b)in case of other issues, before issuance of further securities, as follows:(i)where the securities are listed only on the recognised stock exchange(s) having nationwide trading terminals, from all such stock exchange(s);(ii)where the securities are not listed on any recognised stock exchange having nationwide trading terminals, from all the stock exchange(s) on which the securities of the issuer are proposed to be listed;(iii)where the specified securities are listed on recognised stock exchange(s) having nationwide trading terminals as well as on the recognised stock exchange(s) not having nationwide trading terminals, from all recognised stock exchange(s) having nationwide trading terminals.Application for listing(1)The issuer shall complete the pre-listing formalities within the timelines specified by the Board.(2)The issuer shall make an application for listing, from the date of allotment, within such period as may be specified by the Board from time to time, to one or more recognized stock exchange(s).(3)In the event of failure to make an application for listing by the issuer within the time stipulated in (2) above, or non-receipt of the listing permission by the issuer from the stock exchange(s) or withdrawal of the Observation Letter issued by the Board, wherever applicable, the securities shall not be eligible for listing and the issuer shall be liable to refund the subscription monies, if any, to the respective allottees immediately, along with penal interest for each day of delay at the rate of fifteen per cent. per annum from the date of allotment.Listing agreementEvery issuer desirous of listing its securities on a stock exchange shall execute a listing agreement with such a stock exchange in terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.Obligation of stock exchange(s)The stock exchange(s) shall grant an in-principle approval or list the securities or reject the application for the in-principle approval or listing by the issuer within thirty days from the later of the following dates:(a)the date of receipt of application for in-principle approval or listing from issuer;(b)the date of receipt of satisfactory reply from the issuer in cases where the stock exchange(s) has sought any clarification from it.
XX - Conditions/ Manner of Providing Exit Opportunity to Dissenting Shareholders
[See regulation 59 and 157]Applicability(1)The provisions of this Chapter shall apply to an exit offer made by the promoters or shareholders in control of an issuer to the dissenting shareholders in terms of section 13(8) and section 27(2) of the Companies Act, 2013, in case of change in objects or variation in the terms of contract referred to in the offer document.(2)The provisions of this Chapter shall not apply where there are neither identifiable promoters nor shareholders in control of the listed issuer.DefinitionsFor the purpose of this Schedule:(a)"dissenting shareholders" means those shareholders who have voted against the resolution for change in objects or variation in terms of a contract relating to objects, referred to in the offer document of the issuer;(b)"frequently traded shares" shall have the same meaning as assigned to it in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.(c)"relevant date" means date of the board meeting in which the proposal for change in objects or variation in terms of a contract relating to objects, referred to in the offer document is approved, before seeking shareholders' approval.Conditions for exit offerThe promoter or the shareholders in control, as the case may be, shall make an exit offer in accordance with the provisions of this Chapter, to the dissenting shareholders, in cases only if a public issue has opened after April 1, 2014; if,(a)the proposal for change in objects or variation in terms of a contract, referred to in the offer document is dissented by at least ten per cent. of the shareholders who voted in the general meeting; and(b)the amount to be utilized for the objects for which the offer document was issued is less than seventy five per cent. of the amount raised (including the amount earmarked for general corporate purposes as disclosed in the offer document).Eligibility of shareholders for availing the exit offerOnly those dissenting shareholders of the issuer who are holding shares as on the relevant date shall be eligible to avail the exit offer.Exit priceThe `exit price' payable to the dissenting shareholders shall be the highest of the following:(a)the volume-weighted average price paid or payable for acquisitions, whether by the promoters or by any person acting in concert with them, during the fifty-two weeks immediately preceding the relevant date;(b)the highest price paid or payable for any acquisition, whether by the promoter or by any person acting in concert with them, during the twenty-six weeks immediately preceding the relevant date;(c)the volume-weighted average market price of such shares for a period of sixty trading days immediately preceding the relevant date as traded on the stock exchange where the maximum volume of trading in the shares of the issuer are recorded during such period, provided such shares are frequently traded;(d)where the shares are not frequently traded, the price determined by the promoter or shareholders having control and the lead manager(s) taking into account valuation parameters including book value, comparable trading multiples, and such other parameters as are customary for valuation of shares of such issuers.Manner of providing exit to dissenting shareholders.(1)The notice proposing the passing of special resolution for changing the objects of the issue and varying the terms of contract relating to objects, referred to in the offer document, shall also contain information about the provision for an exit offer to the dissenting shareholders.(2)A statement to the effect that the promoter/shareholders in control shall provide an exit opportunity to the dissenting shareholders shall be included in the explanatory statement to the notice for passing special resolution.(3)After passing of the special resolution, the issuer shall submit the voting results to the stock exchange(s), in terms of the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.(4)The issuer shall also submit the list of dissenting shareholders, as certified by its compliance officer, to the stock exchange(s).(5)The promoter /shareholders in control, as the case may be, shall appoint a merchant banker registered with the Board and finalize the exit offer price in accordance with these regulations.(6)The issuer shall intimate the stock exchange(s) about the exit offer to dissenting shareholders and the price at which such offer is being given.(7)The stock exchange(s) shall, on receipt of such intimation, disseminate the same the public within one working day.(8)To ensure security for performance of their obligations, the promoter or shareholders in control, as the case may be,, shall create an escrow account which may be interest-bearing and deposit the aggregate consideration in the escrow account at least two working days prior to opening of the tendering period.(9)The tendering period shall start not later than seven working days from the passing of the special resolution and shall remain open for ten working days.(10)The dissenting shareholders who have tendered their shares in acceptance of the exit offer shall have the option to withdraw such acceptance till the date of closure of the tendering period.(11)The promoter /shareholders in control, as the case may be, shall facilitate tendering of shares by the shareholders and settlement of the same through the stock exchange mechanism as specified by SEBI for the purpose of takeover, buy-back and delisting.(12)The promoter /shareholders in control, as the case may be, shall, within a period of ten working days from the last date of the tendering period, make payment of the consideration to the dissenting shareholders who have accepted the exit offer.(13)Within a period of two working days from the payment of the consideration, the issuer shall furnish to the stock exchange(s), disclosures giving details of aggregate number of shares tendered, accepted, payment of the consideration and the post-offer shareholding pattern of the issuer and a report by the lead manager(s) that the payment has been duly made to all the dissenting shareholders whose shares have been accepted in the exit offer.Offer not to exceed maximum permissible non-public shareholding.In the event the shares accepted in the exit offer were such that the shareholding of the promoters or shareholders in control, taken together with persons acting in concert with them pursuant to completion of the exit offer, results in their shareholding exceeding the maximum permissible non-public shareholding, the promoters or shareholders in control, as applicable, shall be required to bring down the non-public shareholding to the level specified and within the time permitted under Securities Contract (Regulation) Rules, 1957.
