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Schedule - Matters to be specified in the Prospectus - Companies (Issue of Indian Depository Receipts) Rules, 2004Extract Schedule Matters to be specified in the Prospectus (1) General information (i) Name and address of the registered office of the company; (ii) name and address of the Domestic Depository, the Overseas Custodian Bank with the address of its office in India, the Merchant Banker, the underwriter to the issue and any other intermediary which may be appointed in connection with the issue of IDRs; (iii) names and addresses of Stock Exchanges where applications are made or proposed to be made for listing of the IDRs; (iv) provisions relating to punishment for fictitious applications; (v) statement/declaration for refund of excess subscription; (vi) declaration about issue of allotment letters/certificates/IDRs within the stipulated period; (vii) date of opening of issue; (viii) date of closing of issue; (ix) date of earliest closing of the issue; (x) 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; (xi) a statement by the issuing company that all moneys received out of issue of IDRs 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; (xii) the details of proposed utilisation of the proceeds of the IDR issue. (2) Capital Structure of the Company Authorised, issued, subscribed and paid-up capital of the issuing company. (3) Terms of the issue (i) Rights of the IDR holders against the underlying securities; (ii) details of availability of prospectus and forms, i.e., date, time, place, etc.; (iii) amount and mode of payment seeking issue of IDRs; and (iv) any special tax benefits for the issuing company and holders of IDRs in India. (4) Particulars of Issue (i) Objects of the issue; (ii) cost of the Project, if any; and (iii) means of financing the projects, if any including contribution by promoters. (5) Company, Management and Project (i) Main object, history and present business of the company; (ii) promoters and their background; (iii) subsidiaries of the company, if any; (iv) particulars of the Management/Board (i.e. Name and complete address(es) of Directors, Manager, Managing Director or other principal officers of the company); (v) location of the project, if any; (vi) details of plant and machinery, infrastructure facilities, technology, etc., where applicable; (vii) schedule of implementation of project and progress made so far, if applicable; (viii) nature of product(s), consumer(s), industrial users; (ix) particulars of legal, financial and other defaults, if any; (x) risk factors to the issue as perceived; and (xi) consent of Merchant Bankers, overseas custodian bank, the domestic depository and all other intermediaries associated with the issue of IDRs. (6) Report (i) Report of the statutory auditor on the financial results and financial status of the company up to a period not being more than 120 days before the opening of the issue, wherever statutory audit is required under the law of the country in which the issuing company is incorporated; (ii) A report by domestic depository, as certified by an Accountant who is member of Institute of Chartered Accountants of India holding certificate of practice, upon profits or losses of the issuing company for each of the five financial years immediately preceding the issue of prospectus and upon the assets and liabilities of the issuing company at the last date to which the accounts of the company were made in the specified form; provided that the gap between date of issue and date of report shall not be more than 120 days; and (iii) If the proceeds of the IDR issue are used for investing in other body(ies) corporate, then following details of such body(ies) corporate shall be given: (a) Name and address(es) of the bodies corporate; (b) The reports stated in clause (a) above in respect of those bodies corporate also. (7) Other Information (i) Minimum subscription for the issue. (ii) Fees and expenses payable to the intermediaries involved in the issue of IDRs. (8) Inspection of Documents Place at which inspection of the offer documents, the financial statements and auditor's report thereof will be allowed during the normal business hours. (9) Any other information as specified by SEBI from time to time.
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