Regulation 28 - Disclosures in the offer document - Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021

Disclosures in the offer document 28. (1) The offer document shall contain all material true, fair and adequate disclosures which are necessary for the subscribers of the debt securities and non-convertible redeemable preference shares to take an informed investment decision and shall not omit/ include any material fact which may make the statements made therein, in light of the circumstances under which they are made, misleading or untrue. (2) Without prejudice to the generality of sub-regulation (1), the issuer and the lead manager(s) shall ensure that the offer document contains the following: (a) disclosures specified in Schedule I of these regulations; (b) disclosures under the Companies Act, 2013 (18 of 2013) and rules prescribed thereunder; (c) additional disclosures as may be specified by the Board; (3) The lead manager(s) shall exercise due diligence and satisfy themselves on all aspects of the issue including the veracity of the disclosure in the offer document. (4) The issuer shall ensure that the audited financial statements contained in the draft offer document and offer document shall not be more than six months old from the date of filing draft offer document or issue opening date, as applicable: Provided that in case of: i. listed issuers whose non-convertible securities or specified securities are listed on stock exchange(s) and are in compliance with the listing regulations, ii. issuers of non-convertible securities who are subsidiaries of entities who have listed their specified securities, and are in compliance with the listing regulations, instead of audited financial statements for the stub period, they may disclose unaudited financial information for such period in the format as prescribed in the listing regulations with limited review report, as filed with the stock exchange(s), subject to necessary disclosures in this regard in the offer document including risk factors. (5) The lead manager(s) shall: (a) verify and confirm that the disclosures made in the offer documents are true, fair and adequate and ensure that the issuer is in compliance with these regulations including all the transaction specific disclosures as required in Schedule I of these regulations, disclosures as required under the relevant provisions of the Companies Act, 2013 (18 of 2013) and any other disclosures as may be specified by the Board. (b) ensure that the track record of the public issues of non-convertible securities managed by them is disclosed on their website with a reference in the offer document, for a period of three financial years from the date of listing of each public issue managed by the lead manager(s): Provided that all lead managers who have signed the due diligence certificate for such issue to the public, as disclosed in the offer document, shall also disclose the track record of the public issue managed by them. Explanation : For the purpose of this regulation, material means anything which is likely to impact an investor s informed investment decision.