9911796707
TMI BlogDisclosures 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]X X X X Extracts X X X X X X X X Extracts X X X X ..... ading 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 13 [ 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. Applicability An issuer making a public issue or a rights issue of specified securities shall make disclosures specified in this Schedule. Provid ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ing 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 docu ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... page. (3) Definitions and abbreviations: (A) Conventional or general terms (B) Issue related terms (C) Issuer and industry related terms (D) Abbreviations (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; and g. 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 Litigat ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... on, 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ing such shortfalls or delays. (18) Interests of the promoters, directors 58 [ , key managerial personnel or senior management ] 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 59 [ , key managerial personnel or senior management ] 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 60 [ or senior management ] 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 mater ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... itional 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, inter-alia, include the name of the promoters or shareholders, their existing shareholding in the issuer, the number and percentage of equity shares to be lent by them and other important terms and conditions including rights and obligations of each party. (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 di ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 pers ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ed 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 weighted-average information, namely, risk-free interest rate, expected life, expected volatility, expected dividends, and the price of the underlying share in market at the time of grant of the option. (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 89 [ Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ], in respect of options granted in the last three years. (xv) intention of the key managerial personnel 62 [ , senior management ] 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 (a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... oan 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e 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, wh ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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, 65 [ senior management ] 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 (4) Legal Advisors (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 Adjusted Diluted EPS (a) Financial Year 1 ₹ 0.41 (b) Financial Year ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s outstanding, if any, to subscribe for additional capital will be exercised. (2) Issue of debt instruments bearing interest less than the bank rate: Whenever fully convertible debt instruments are issued bearing interest at a rate less than the bank rate, disclosures about the price that would work out to the investor, taking into account the notional interest loss on the investment from the date of allotment of fully convertible debt instruments to the date(s) of conversions). 57 [ (3) For all the Key Performance Indicators (KPIs) disclosed in the offer document, the Issuer Company and the lead merchant bankers (LMs) shall ensure the following: (a) KPIs disclosed in the offer document and the terms used in KPIs shall be defined consistently and precisely in the Definitions and Abbreviations section of the offer document using simple English terms /phrases so as to enable easy understanding of the contents. Technical terms, if any, used in explaining the KPIs shall be further clarified in simple terms. (b) KPIs disclosed in the offer document shall be approved by the Audit Committee of the Issuer Company. (c) KPIs disclosed in the offer document shall be certified by the statutory ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the comparison with Indian listed peer companies and/ or global listed peer companies, as the case may be (wherever available). The set of peer companies shall include companies of comparable size, from the same industry and with similar business model (if one to one comparison is not possible, appropriate notes to explain the differences may be included). (i) The Issuer Company shall continue to disclose the KPIs which were disclosed in the 'Basis for Issue Price' section of the offer document, on a periodic basis, at least once in a year (or for any lesser period as determined by the Issuer Company), for a duration that is at least the later of (i) one year after the listing date or period specified by the Board; or (ii) till the utilization of the issue proceeds as per the disclosure made in the objects of the issue section of the prospectus. Any change in these KPIs, during the aforementioned period, shall be explained by the Issuer Company. The ongoing KPIs shall continue to be certified by a member of an expert body as per clause 3(c). (4) For issue price, floor price or price band, as the case may be, disclosed in the offer document, the Issuer Company and the lead m ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... osed in the following manner: Past Transactions WACA (in Rs.) IPO Floor Price in R s. [ ● ] IPO Cap Price in Rs. [ ● ] WACA of Primary Issuance [●] times [●] times WACA of Secondary transactions [●] times [●] times (d) Detailed explanation for offer price / cap price being [●] times of WACA of Primary issuance price / Secondary transaction price, along with comparison of Issuer Company s KPIs and financials ratios for the last three full financial years and stub period (if any) included in the offer document. (e) Explanation for offer price / cap price being [●] times of WACA of Primary issuance price / Secondary transaction price in view of the external factors which may have influenced the pricing of the issue, if any. (f) Table at para (c) above shall be disclosed in the Price Band Advertisement under 'Risks to Investors' section. Recommendation of a Committee of Independent Directors to be included in the price band advertisement stating that the price band is justified based on quantitative factors / KPIs disclosed in 'Basis for Issue Price' section vis- -vis the WACA of primary issuance / secondary transaction(s) ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... limited company or private limited company to public limited company, as applicable, dates on which names have been changed, if applicable, reasons for change of name, changes in registered offices of the issuer and reasons thereof. (b) Details of the major events in the history of the issuer, such as: (i) Significant financial or strategic partnerships (ii) Time/cost overrun in setting up projects (iii) Capacity/facility creation, location of plants (iv) launch of key products or services, entry in new geographies or exit from existing markets (v) Key awards, accreditations or recognition (vi) Defaults or rescheduling/ restructuring of borrowings with financial institutions/ banks (c) Details regarding material acquisitions or divestments of business/undertakings, mergers, amalgamation, any revaluation of assets etc., if any, in the last ten years. (2) Main objects as set out in the Memorandum of Association of the issuer and dates on which the Memorandum of Association of the issuer has been amended citing the details of such amendments in the last ten years (3) Details regarding holding company, subsidiary/subsidiaries and joint venture(s), if applicable, of the issuer includin ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... suspension. (f) 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 fast track issues filed under the provisions of these regulations, the period of five years shall be reckoned on the date of filing of the offer document.) (iii) For each person, details of current and past directorship(s) in listed companies which have been/were delisted from the stock exchange(s), during his/her tenure, 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/companies. (iv) Nature of any family relationship between any of the directors or any of the directors and key managerial personnel 67 [ or senior management ] . (v) 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. (vi) Details of service contracts ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... titution of committees such as audit committee, nomination and remuneration committee, stakeholders relationship committee, etc., as provided under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. (ii) Details relating to the issuer's audit committee, nomination and remuneration committee, stakeholders relationship committee and risk management committee (if applicable) including the names of committee members and the terms of reference under which the committees operate. (h) Key Managerial Personnel 68 [and Senior Management ]: (i) Details of the key managerial personnel 69 [ and senior management ] indicating name, date of joining, qualification, term of office with date of expiration of term and details of service contracts including termination/retirement benefits, if any, details of previous employment, etc. (ii) Past business experience, and functions and areas of experience in the issuer. Nature of any family relationship between any of the key managerial personnel 70 [ and senior management ] . (iii) Any arrangement or understanding with its major shareholders, customers, suppliers or others, pursuant to which a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... count Number(s) and Passport Number 37 [ Aadhaar card number and driving license number ] of the promoters have been submitted to the stock exchanges on which the specified securities are proposed to be listed, at the time of filing the draft offer document 38 [ **** ] (b) Where the promoters are companies: (i) Brief history of the promoters such as date of incorporation, change in activities and present activities. (ii) History of the companies and the promoters of the companies. Where the promoters of such companies are again companies or bodies corporate, names of natural persons in control (i.e., holding fifteen per cent. or more voting rights) or who are on the board of directors of such bodies corporate. (iii) Details of change in control of the promoter companies, if any, including details of the persons who held the controlling interest in the preceding three years. (iv) Declaration confirming that the Permanent Account Numbers, Bank Account Numbers, the Company Registration Numbers and the addresses of the Registrars of Companies where the companies are registered have been submitted to the stock exchanges on which the specified securities are proposed to be listed, at the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... an as promoters, brief details of the interest. (h) Full particulars of the nature and extent of the interest, if any, of promoter(s), directors or group companies: (i) in the promotion of the issuer; (ii) in any property acquired by the issuer in the preceding three years or proposed to be acquired by it. (iii) where the interest of such a director or promoter consists in being a member of a firm or company, the nature and extent of the interest of the firm or company, with a statement of all sums paid or agreed to be paid to such director or to the firm or company in cash or shares or otherwise by any person either to induce such person to become, or to qualify such person as a director, or otherwise for services rendered by such person or by the firm or company, in connection with the promotion or formation of the issuer. (iv) in any transaction in acquisition of land, construction of building and supply of machinery, etc. with full details of the transaction and the amount involved (i) Payment or benefit to the Promoter of the Issuer: Any amount or benefit paid or given in the preceding two years or intended to be paid or given to any promoter or promoter group and consideratio ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e stub period if applicable) should be restated to ensure consistency of presentation, disclosures and the accounting policies for all the periods presented in line with that of the latest financial year/ stub period presented. Similarly, significant errors, non-provisions, regrouping, other adjustments, if any, should be reflected in the corresponding period. The changes in accounting policies and the correction of errors, should be disclosed in accordance with the requirements of Ind AS 8 Accounting Policies, Changes in Accounting Estimates and Errors. Changes in estimates, if any, need not to be restated, as they are events of that corresponding year. The issuer has an option to present comparatives for the stub period. (b) SA 705 Modification to the Opinion in the Independent Auditor s Report requires a qualified opinion, adverse opinion or disclaimer of opinion for material misstatements. With respect to an eligible issuer, audit modifications, which are quantifiable or can be estimated shall be adjusted in the restated financial information in the appropriate period. In situations where the qualification cannot be quantified or estimated, appropriate disclosures should be mad ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... financial information. (h) In case where Ind AS is not applicable to the Company for any of the years the principles laid down in Circular No SEBI/HO/CFD/DIL/CIR/P/2016/47 of March 31, 2016 or any other relevant circular issued by the Board from time to time, shall apply. (ii) The separate audited financial statements for past three full financial years immediately preceding the date of filing of offer document of the issuer company and all its material subsidiaries should be made available on issuer s website in accordance with the materiality thresholds in (b) below. Alternatively, relevant link should be provided to the financial statement of subsidiaries on the Issuer s website. The link to the issuer s separate financial statement should be specified in the offer document. For this purpose, subsidiaries shall be identified based on definitions in the Companies Act, 2013 . The above requirements shall apply for the periods of existence of the parent-subsidiary relationship. (a) a certified English translated copy of the financial statements should be made available on the Company s website for every entity consolidated whose financial statements are not presented in English. ( ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tements of above acquisitions out of the proceeds of the issue even if they are below the above materiality threshold. In cases where the general purpose financial statement of the businesses/entities to be acquired/divested are not available, combined/carved-out financial statements for that business/entity shall be prepared in accordance with Guidance Note issued by the ICAI from time to time. The combined/carved-out financials statements shall be audited by the auditor of the seller in accordance with applicable framework. (iii) Proforma financial statements The Issuer shall provide Proforma financial statements, as certified by the 42 [ statutory auditor or chartered accountants, who hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI) ] , of all the subsidiaries or businesses material to the consolidated financial statements where the issuer or its subsidiaries have made an acquisition or divestment including deemed disposal after the latest period for which financial information is disclosed in the offer document but before the date of filing of the offer document. For this purpose, the acquisition/divestment would ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... justments as given in the restated financial statements for the past three full financial years and the stub period (if any) containing significant items of income and expenditure shall be given. b. A summary of major items of income and expenditure for the last three years and most recent audit period. c. The income and sales on account of major product/ main activities. d. In case, the other income constitutes more than 10% of the total income, the break-up of the same along with the nature of the income, i.e., recurring or non-recurring shall be stated. e. If a material part of the income is dependent upon a single customer/supplier or a few major customers/suppliers, disclosure of this fact along with relevant data. Similarly if any foreign customer/supplier constitutes a significant portion of the issuer s business, disclosure of the fact along with its impact on the business on account of exchange rate fluctuations. f. In case the issuer has deviated from applicable accounting standards for recording sales and revenues, its impact may be analysed and disclosed. g. The nature of miscellaneous income and miscellaneous expenditure for the interim period and the preceding years ( ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n-current borrowings/ Total equity *These terms shall carry the meaning as per Schedule III of the Companies Act, 2013 (as amended). (II) Requirements in case Indian GAAP is applicable in the latest period presented in Restated Financial Information Financial information section of the offer document shall be divided into two parts, viz., restated financial information and other financial information. The restated and other financial information should be complete in all respects. To avoid duplication of disclosures in the offer document, appropriate use of cross reference may be made to the restated and other financial information. (A) Restated Financial information (i) Consolidated Financial Statements (CFS) prepared in accordance with Indian GAAP for three years and stub period (if applicable) should be audited and certified by the 44 [ statutory auditor(s) or Chartered Accountants ] who holds a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI). The stub period CFS shall be required, if Indian GAAP CFS for latest full financial year included in the draft offer document/offer document is older than six months old from the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the restated financial information. If a new auditor holding a valid peer review certificate is appointed for the stub period, and the predecessor auditor did not hold a valid peer review certificate at the date of signing the last annual financial statement, then the last annual financial statement would need to be re-audited by the new auditor in accordance with applicable standards. The re-audit may exclude audit reporting matters on CARO, Internal financial control and other pure regulatory matters. Where auditor earlier held a valid peer review certificate, but did not hold a valid certificate at the date of signing the restated financial information, the earlier certificate shall be considered valid provided there is no express refusal by the peer review board to renew the certificate and the process to renew the peer review certificate was initiated by the auditor. (f) Where an issuer does not have a subsidiary, associate or joint venture in any financial year, the issuer shall present separate financial statements for that financial year by following the applicable requirements of a restated CFS. (g) List of the related parties and all related party transactions of the cons ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... itionally, total unaudited CFS shall not exceed 20% of the turnover or net-worth or profits before tax of the CFS of the respective year. For the purpose of this clause, definition of turnover, net-worth and profits before tax should be as per Companies Act, 2013 (as amended). (c) The financial statements of foreign entities consolidated may be audited as per the requirements of local regulation applicable in the respective jurisdiction. However, in cases where the local regulation does not mandate audit, financial statements should be audited as per the auditing standards/ requirements applicable in India. (d) The financial statements of foreign subsidiaries may be acceptable in a GAAP other than Indian GAAP, if local laws require application of local GAAP. (B) Other Financial Information (i) The following information shall be computed as per the Guidance Note issued by the ICAI from time to time and disclosed in other financial information Earnings per share (Basic and Diluted) Return on net worth Net Asset Value per share EBITDA (ii) If the proceeds, fully or partly, directly or indirectly, is to be used for acquisition of one or more material businesses or entities, the audited ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... quisitions even when they are below the above materiality threshold. In case of one or more acquisitions or divestments, one combined set of Proforma financial statements should be presented. Where the businesses acquired/ divested does not represent a separate entity, general purpose financial statement may not be available for such business. In such cases, combined/ carved-out financial statements for such businesses shall be prepared in accordance with Guidance Note issued by the ICAI from time to time. Further, in case of non-material acquisitions/divestments disclosures in relation to the fact of the acquisition/divestment, consideration paid/received and mode of financing shall be certified by the 47 [ statutory auditor of the issuer company or chartered accountants, who hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI) appointed by the issuer company. ] . (C) Management s Discussion and Analysis of Financial Position and Results of Operations as reflected in the restated Indian GAAP CFS shall be provided in other financial information. (i) Significant developments subsequent to the last financial year or when a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... from continuing operations; c. known trends or uncertainties that have had or are expected to have a material adverse impact on sales, revenue or income from continuing operations; d. expected future changes in relationship between costs and revenues, in case of events such as future increase in labour or material costs or prices that will cause a material change are known; e. the extent to which material increases in net sales or revenue are due to increased sales volume, introduction of new products or services or increased sales prices; f. total turnover of each major industry segment in which the issuer operated; g. status of any publicly announced new products or business segment; h. the extent to which business is seasonal; i. any significant dependence on a single or few suppliers or customers; j. competitive conditions. (v) Management s Discussion and Analysis shall be based on the restated financial information for the last three years and the stub period. (D) Capitalisation statement (i) Capitalisation Statement showing total borrowings, total equity, and the borrowing/ equity ratios before and after the issue is made shall be incorporated. It shall be prepared on the bas ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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. (iv) Material changes and commitments, if any, affecting financial position of the issuer. (v) 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. (vi) Stock market quotation of shares/ convertible instruments of the company (high/ low price in each of the last three years and monthly high/low price during the last six months). If the equity shares of the issuer are listed on more than o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... period c. The income and sales on account of major product/ main activities. d. In case the other income constitutes more than 10% of the total income, the break-up of the same along with the nature of the income, i.e., recurring or non-recurring shall be stated. e. If a material part of the income is dependent upon a single customer/supplier or a few major customers/suppliers, disclosure of this fact along with relevant data. Similarly if any foreign customer/supplier constitutes a significant portion of the issuer s business, disclosure of the fact along with its impact on the business on account of exchange rate fluctuations. f. In case the issuer has deviated from statutorily prescribed manner for recording sales and revenues, its impact may be analysed and disclosed. g. The nature of miscellaneous income and miscellaneous expenditure for the interim period and the preceding years, if applicable. (xiv) Comparison of last three years and the stub period on the major heads of the profit and loss statement, including an analysis of reasons for the changes in significant items of income and expenditure shall also be given, inter-alia, containing the following: a. unusual or infrequ ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ebsite of the company with a web link thereto. (3) If any of the above mentioned litigations, material developments, dues to creditors etc., arise after the filing the offer document, the facts shall be incorporated appropriately in the offer document. In case there are no such cases, a distinct negative statement is required to be made in this regard in the offer document. Material developments since the date of the last balance sheet. (4) Disclosures pertaining to wilful defaulters in case of a further public offer or a rights issue: If the issuer or any of its promoter or director has been declared as a wilful defaulter, it shall make the following disclosures with respect to each such person separately: (a) Name of the person declared as a wilful defaulter; (b) Name of the Bank 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... th the issuer may be quantified. If no, a distinct negative statement may be incorporated to this effect. (14) Other Regulatory and Statutory Disclosures: (A) Authority for the issue and details of resolution(s) passed for the issue. (B) A statement by the issuer that the issuer, promoters, promoter group, directors, person(s) in control of the promoter or issuer, if applicable, or selling shareholders are not prohibited from accessing the capital market or debarred from buying, selling or dealing in securities under any order or direction passed by the Board or any securities market regulator in any other jurisdiction or any other authority/court. (C) A confirmation that the issuer, any of its promoters, promoter group or selling shareholders is in compliance with the Companies (Significant Beneficial Ownership) Rules, 2018. (D) A confirmation whether any of the directors of the issuer are associated with the securities market in any manner, and if yes, any outstanding action against them initiated by the Board in the past five years. (E) Eligibility of the issuer to enter the capital market in terms of these Regulations. (Details of compliance with eligibility requirements to mak ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ents made otherwise than in the draft offer document/draft letter of offer/offer document 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. (H) 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 draft offer document/ draft letter of offer/ offer document. (I) Disclaimer clause of the stock exchanges. (J) Disclaimer clause of the Reserve Bank of India, the Insurance Regulatory and Development Authority of India or of any other relevant regulatory authority. (K) Listing: Names of the designated stock exchange and other stock exchanges to which application has been made for listing of the specified securities offered in the present issue. (L) Consent of the directors, auditors, solicitors or advocates, lead manager(s), registrar to the issue, bankers to the issuer and experts. (M) Expert opinion obtained, if any. (N) Previous public or rights issues, if any, during the last five years: (1) Closing date. (2) Date of allotment. (3) ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ment if the equity shares were not 50 [ frequently ] 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 15 [ 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... er 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 arrangem ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ons 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 non-resident 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 Applicatio ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 53 [ **** ] 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 S ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... anner 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 convers ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ill 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... online means ] (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. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of the Companies Act, 1956 or approved by a tribunal under sections 230-234 of the Companies Act, 2013, as applicable, and is making a rights issue of specified securities for the first time subsequent to such listing and a period of three full years has not elapsed since such listing. (4) An issuer proposing a rights issue shall make the following disclosures, as far as possible, in the 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, website address and e-mail address (mention if 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 docu ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... : Date of opening of the issue Date of closing of the issue (l) 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. ( 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 terms (B) Issue related terms (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 promoter/promoter group with respect to: a. their rights entitlement b. their intention to subscribe over and above their right entitlement (D) Summary table of outstanding litigations and a cross-reference to the section titled Outstanding Litigations and Defaults ; (E) Cross-reference to the section titled Risk Factors . (F) Cross-reference t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... bers, contact person, website addresses and e-mail 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 self- certified 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ulations, 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. This information can be either incorporated by reference with specific website details of stock exchange(s) or by providing required details in the letter of offer. (9) Details of the shareholders holding more than one per cent. of the share capital of the issuer. This information can be either incorporated by reference with specific website details of stock exchange(s) or by providing required details in the letter of offer. (VIII) Particulars of the Issue (A) Objects of the Issue: (1) Objects of the issue for which funds are being raised (2) If the objects of the issue is repayment of loan or any other debt, then the following disclosures shall be made: (a) details of loan proposed to be repaid such as name of the lender, tenure, brief terms and conditions and amo ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nk 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. (6) If an object of the issue is to fund a project, the following details shall be given: (a) break-up of the cost of the project for which the money is being raised; (b) means of financing for the project. (c) location of the project (d) plant and machinery, technology, process, etc. (e) collaboration, performance guarantee if any, or assistance in marketing by the collaborators. (f) infrastructure facilities for raw materials and utilities like water, electricity, etc. (7) If one of the objects of the issue is to purchase any plant, machinery, technology, process, etc., the following details shall be given: (a) 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. (b) In case the order for the equipment is yet to be placed, the date of quotations relied upon for the cost estimates given shall also be mentioned. (c) The pe ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... on 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 (if applicable): (1) Scope and purpose of the appraisal, if any, along with the date of appraisal. (2) Cost of the project ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ons and Disclosure Requirements) Regulations, 2015. (N) Key Industry Regulations for the proposed objects of the issue (if different from existing business of the issuer). (O) Interest of promoters, promoter group and directors, as applicable to the project or objects of the issue. (IX) Details of Business: Description of the industry and nature of the company s operations and its principal activities, including the main categories of products sold and/or services performed, end-users of the issuer s products and/or services, plant, machinery, technology, process, principal markets in which the issuer competes, approach to marketing, business strategy and productive capacity and extent of utilization of the issuer s facilities. (X) Management (Board of Directors and Senior Management) and Organisational Structure: (A) Name, date of birth, age, Director Identification Number, address, occupation and date of expiration of the current term of office of manager, managing director and other directors (including nominee directors and whole-time directors), period of directorships and directorships in other companies. (1) For each person, details of current and past directorship(s) for a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... in stockholders equity vi. Statements of cash flows vii. Statement of accounting policies viii. Notes to financial statements ix. Accounting Ratios a) Earnings per share (Basic and Diluted) b) Return on net worth c) Net Asset Value per Share d) EBITDA (B) Proforma financial statements The Issuer shall provide pro forma financial statements, as certified by the statutory auditor, of all the subsidiaries or businesses material to the consolidated financial statements where the issuer or its subsidiaries have made an acquisition or divestment including deemed disposal after the latest period for which financial information is disclosed in the letter of offer but before the date of filing of the letter of offer. For this purpose, the acquisition/divestment would be considered as material if acquired/ divested business or subsidiary in aggregate contributes 20% or more to turnover, net worth or profit before tax in the latest annual consolidated financial statements of the issuer. The pro forma financial statements shall be prepared for the last completed financial year and the stub period (if any). The pro forma financial statements shall be prepared in accordance with the Guidance Not ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... director has been declared as a wilful defaulter, it shall make the following disclosures with respect to each such person separately: (a) Name of the person declared as a wilful defaulter; (b) Name of the bank declaring the person as a wilful defaulter; (c) Year in which the person was declared as a wilful defaulter; (d) Outstanding amount when the person was declared as a wilful defaulter; (e) Steps taken, if any, by the person for removal of its name from the list of wilful defaulters; (f) Other disclosures, as deemed fit by the issuer, in order to enable investors to take an informed decision; (g) Any other disclosure as specified by the Board. (XV) Outstanding Litigations and Defaults: (A) Pending matters which, if they result in an adverse outcome, would materially and adversely affect the operations or the financial position of the issuer. (B) Matters which are pending: (1) Issues of moral turpitude or criminal liability on the part of the issuer, (2) Material violations of the statutory regulations by the issuer. (3) Economic offences where proceedings have been initiated against the issuer. (C) For the purpose of determining materiality, the threshold shall be determined b ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... aking investment in the proposed issue. It should also be clearly understood that while the issuer is primarily responsible for the correctness, adequacy and disclosure of all relevant information in the letter of offer, the lead manager(s) is expected to exercise due diligence to ensure that the issuer discharges its responsibility adequately in this behalf and towards this purpose, the lead manager(s) . has furnished to 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 letter of offer does not, however, absolve the issuer from any liabilities under the Companies Act, 2013 or from the requirement of obtaining such statutory or other clearances as may be required for the purpose of the proposed issue. SEBI further reserves the right to take up, at any point of time, with the lead manager(s) any irregularities or lapses in letter of offer. (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 Le ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 that is available on the website of registrar, stock exchanges, lead managers or on a plain paper with same details as per application form available online. (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, depository participant ID, client ID, number of equity shares applied for, amount to be blocked with SCSB for using ASBA facility. Application form available online on the website of registrar, stock exchanges, lead managers may be used for providing requisite details; (f) A statement that shareholders making an application on a plain paper cannot renounce their rights and shall not utilise the application form for any purpose including renunciation even if it is received subsequently. (3) Dealing with Fractional Entitlement: Manne ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... y despatch of refund orders by registered post, where the value is ₹ 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. (XX) 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. (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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... if any: (A) Investment by NRIs. (B) Investment by foreign portfolio investors and foreign venture capital investors. (C) Investment by other non-residents. (XXIII) Statutory and other information: (A) Allotment of specified securities shall be in the demateralised form. (B) Material contracts and time and place of inspection which shall include copies of the Annual Reports of the issuer for the last five years. 92 [ Provided that the material contracts shall also be made available for inspection through online means. ] (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 Compan ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... umber, address of its registered and corporate offices, telephone number, 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 letter of offer where details thereof are given). d) Names of the promoter(s) of the issuer. e) Details of the company or any of its promoters or directors being a wilful defaulter. f) Nature, number and price of specified securities offered and issue size, as may be applicable. g) The following clause on General Risk shall be incorporated in a box format: Investment in equity and equity related securities involve a degree of risk and investors should not invest any funds in this offer unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in this offering. For taking an investment decision, investors must rely on their own examination of the issuer and the offer including the risks involved. The securities have not been recommended or approved by the Securities and Exchange Board of India (SEBI) nor does SEBI guarantee the accuracy or adequac ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s per the restated consolidated financial statements for past 3 years and limited review 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; and g. Total borrowings (as per balance sheet). (E) Summary table of outstanding litigations and a cross-reference to the section titled Outstanding Litigations and Material Developments . (F) Cross-reference to the section titled Risk Factors . (G) Cross-reference to the contingent liabilities of the issuer as disclosed in the financial statements included in the letter of offer. (H) Cross-reference to related party transactions as disclosed in the financial statements included in the letter of offer. (I) Any issuances of equity shares made in the last one year for consideration other than cash. (J) 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 i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nts of any stock exchange in India or abroad and the details of penalty, if any, including suspension of trading, imposed by such stock exchanges. (10) Limited or sporadic trading of any specified securities of the issuer on the stock exchanges. (11) In case of outstanding debt instruments, any default in compliance with the material covenants such as creation of full security as per terms of issue, default in payment of interest, default in redemption, non-creation of debenture redemption reserve, default in payment of penal interest wherever applicable, non- availability or non-maintenance of asset cover, interest cover, debt-service cover, etc. (12) Unsecured loans, if any, taken by the issuer and its subsidiaries that can be recalled at any time. (13) Default in repayment of deposits or payment of interest thereon by the issuer and subsidiaries, and the roll-over of liability, if any. (14) Potential conflict of interest of the promoters or directors of the issuer if involved with one or more ventures which are in the same line of activity or business as that of the issuer. (15) Shortfall in performance vis- -vis the objects stated in any of the issues made by the listed issuer ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the asset cover. (6) Introduction: (A) Issue details in brief. (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, Age, 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, and legal advisor. (D) Name, address, telephone number and e-mail address of the compliance officer. (E) Names, addresses, telephone numbers, contact person, website addresses and e-mail addresses of the lead manager(s), registrars to the issue, bankers to the issue; URL of SEBI website listing out the details of self-certified syndicate banks, registrar to the issue and share transfer agents, etc. (F) Names, addresses, telephone numbers peer review number, firm registration number and e-mail addresses of the auditors of the issuer. (G) Statement of inter-se allocation of responsibilities among lead manager(s). (H) Following details of credit rating in case of an issue of convertible debt instruments/debt instruments: (a) The names of a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of India (ListingObligations and Disclosure Requirements) Regulations, 2015. (d) Ex-rights price as referred under clause of (b) of sub-regulation 4 of regulation 10 of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulation, 2011. (e) Shareholding pattern of the issuer in the format as prescribed under Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as last submitted to the stock exchanges. This information can either be incorporated by reference with specific website details of the stock exchange(s) or by providing the details in the letter of offer: (i) Details of shareholders of the issuer holding 1% or more of the paid- up capital of the issuer as last disclosed to the stock exchanges. Details of shares locked-in, pledged, encumbrance by promoters and promoter group. This information can either be incorporated by reference with specific website details of the stock exchange(s) or by providing the details in the letter of offer. (9) Particulars of the issue: (A) Objects of the issue: (1) Objects of the issue. (2) If one of the objects of the issue is ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... urrent liabilities, net current assets and sources of finance for net current assets i.e. bank finance, institutional finance, own funds etc. (f) If no working capital is shown as a part of project for which the issue is being made, the reasons for the same. (5) Land: (a) Names of the entities from whom land has been acquired/ proposed to be acquired along with the cost of acquisition, and the relationship, if any, of such entities to any promoter or director of the issuer, in case the proceeds of the issue are being utilised for acquisition of land. (b) Details of whether the land acquired by the issuer is free from all encumbrances and has a clear title and whether it is registered in the name of the issuer. (c) Details of whether 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 . (6) Project: If one of the objects of the issue is to fund a project, details of: (a) location of the project; (b) plant and mach ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... operty purchased or acquired by the issuer or proposed to be purchased or acquired, which is to be paid for wholly or partly out of the proceeds of the issue or the purchase or acquisition of which has not been completed as of the date of the draft letter of offer or letter of offer, as the case may be. (8) Plant/ Equipment/ Technology/ Process: If one of the objects of the 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. (9) In case of issue of secured convertible debt instruments, description of the assets on which the security shall be created/asset cover, if requ ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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. (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) Details of balance fund deployment: Year wise break-up of the expenditure proposed to be incurred on the said 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t features of the agreement entered into for the use of the intellectual property rights by the issuer. (5) Property: Details of its material properties. (C) Management: (a) Board of Directors: (i) Name, Director Identification Number, date of birth, age, qualifications, experience, 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 directorship, and their directorships in other companies. (ii) For each person, details of current and past directorship(s) 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 names 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 fast track issues fi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... directorships held in other companies. In case of corporate promoters details including name, date of incorporation, brief financial details and market capitalization if such promoter is a listed entity. In case of AIF or venture capital fund is a promoter, name of the entity, date of incorporation, name of the fund manager and generic details of the fund. (13) Dividend policy: Dividend policy and mode of payment of dividend, details of dividend paid in the last three financial years and the stub period, as applicable, and the period between last audited period and the date of the filing the draft letter of offer/ letter of offer. (14) Financial Statements: (A) Restated Consolidated financial statements of the issuer: The audited and restated consolidated financial statements (CFS) prepared in accordance with applicable accounting standards for the last three financial years. In addition, latest limited review financial statements disclosed to the stock exchange with the comparative prior year period (this information should not be earlier than six months prior to the date of the opening of the issue). The following shall be included in the letter of offer: i. Report of statutory ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s material to the consolidated financial statements where the issuer or its subsidiaries have made an acquisition or divestment including deemed disposal after the latest period for which financial information is disclosed in the letter of offer but before the date of filing of the letter of offer. For this purpose, the acquisition/divestment would be considered as material if acquired/ divested business or subsidiary in aggregate contributes 20% or more to turnover, net worth or profit before tax in the latest annual CFS of the issuer. The Proforma financial statements shall be prepared for the last completed financial year and the stub period (if any). The Proforma financial statements shall be prepared in accordance with Guidance Note issued by the ICAI from time to time and certified by the statutory auditor. The issuer Company may voluntarily choose to provide proforma financial statements of acquisitions even when they are below the above materiality threshold. In case of one or more acquisitions or divestments, one combined set of Proforma financial statements should be presented. Where the businesses acquired/ divested does not represent a separate entity, general purpose f ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... perations: This information shall inter-alia contain the following: a. A summary of the past financial results for the past three full financial years and the stub period (if any) containing significant items of income and expenditure shall be given. b. A summary of major items of income and expenditure for the last three years and the stub period (if any). c. The income and sales on account of major product/ main activities. d. In case, the other income constitutes more than 10% of the total income, the break-up of the same along with the nature of the income, i.e., recurring or non-recurring shall be stated. e. If a material part of the income is dependent upon a single customer/supplier or a few major customers/suppliers, disclosure of this fact along with relevant data. Similarly, if any foreign customer/supplier constitutes a significant portion of the issuer s business, disclosure of the fact along with its impact on the business on account of exchange rate fluctuations. f. In case the issuer has deviated from applicable accounting standards for recording sales and revenues, its impact may be analysed and disclosed. g. The nature of miscellaneous income and miscellaneous expe ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ings (including current maturity)* Total equity Equity share capital* Other equity* Total Capital Ratio: Non-current borrowings/ Total equity *These terms shall carry the meaning as per Schedule III of the Companies Act, 2013 (as amended). (15) Legal and Other Information: (A) Outstanding Litigations and Material Developments: (1) Pending Litigations involving the issuer/ its directors/ promoters/ subsidiaries: (i) All criminal proceedings; (ii) All actions by regulatory authorities and statutory authorities; (iii) Disciplinary action including penalty imposed by SEBI or stock exchanges against the promoters in the last five financial years including outstanding action; (iv) Claims related to direct and indirect taxes, in a consolidated manner, giving the number of cases and total amount; (v) Other pending litigations - As per the policy of materiality defined by the board of directors of the issuer and disclosed in the letter of offer and/or in accordance with the materiality policy framed under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. (2) If any of the above mentioned litigations, material developments, dues t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... curities and Exchange Board of India (SEBI) should not in any way be deemed or construed that the same has been cleared or approved by SEBI. SEBI does not take any responsibility either for the financial soundness of any scheme or the project for which the issue is proposed to be made or for the correctness of the statements made or opinions expressed in the letter of offer. The lead manager(s), has certified that the disclosures made in the letter of offer are generally adequate and are in conformity with the Regulations. This requirement is to facilitate investors to take an informed decision for making investment in the proposed issue. It should also be clearly understood that while the issuer is primarily responsible for the correctness, adequacy and disclosure of all relevant information in the letter of offer, the lead manager(s) is expected to exercise due diligence to ensure that the issuer discharges its responsibility adequately in this behalf and towards this purpose, the lead manager(s) has furnished to SEBI a due diligence certificate dated which reads as follows: ( due diligence certificate submitted to the Board to be reproduced here ) The filing of the letter of off ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 letter of offer with the designated stock exchange; and (7) volume of shares traded along with high, low and average prices of shares of the issuer shall also be stated for respective periods. Explanation : If the equity shares of the issuer are listed on more than one stock exchange, the above information shall be provided for each stock exchange separately. Average market prices in point (1) above should be calculated on closing price on the stock exchange. (L) The fact of filin ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... form for any purpose including renunciation even if it is received subsequently. (3) Dealing with Fractional Entitlement: Manner of dealing with fractional entitlement viz. payment of the equivalent of the value, if any, of the fractional rights in cash etc. (4) Provisions of the Companies Act, 2013, as relating to punishment for fictitious applications, including the disclosures that any person who: 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/ issuing instructions for un- blocking of ASBA shall be done within a period of fifteen days and interest shall be payable in case of delay in is ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... application monies are refunded on account of non- listing, under subscription, etc., other than as disclosed in accordance with Regulation 56; (v) where refunds are made through electronic transfer of funds, a suitable communication shall be sent to the applicant within 15 days of closure of the issue giving details of the bank where refunds shall be credited along with amount and expected date of electronic credit of refund. (vi) where release of block on the application amount for unsuccessful bidders or part of the application amount in case of proportionate allotment, a suitable communication shall be sent to the applicants. (vii) adequate arrangements shall be made to collect all ASBA applications. (viii) in case of convertible debt instruments, the issuer shall additionally undertake that: (A) 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. (B) it shall disclose the name and address of the debenture trustee in the annual report. (C) it shall provide a compliance certificate to the convertible debt instrument ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... by all directors including the Managing Director within the meaning of the Companies Act, 2013 or Manager, within the meaning of the Companies Act, 2013 and the Chief Financial Officer or any other person heading the finance function and discharging that function. The signatories shall further certify that all disclosures are true and correct. An issuer shall make a copy of the offer document of the immediately preceding public issue or rights issue available to the public in the manner specified in these regulations and shall also make such document available as a material document for inspection. DECLARATION BY THE ISSUER : We hereby declare that all relevant provisions of 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 letter of offer is contrary to the provisions of the Companies Act, 2013, the Securities and Exchange Board of India Act, 1992 or rules made or guidelines or regulations issued there un ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 section Part E - Disclosures in an abridged prospectus [See regulation 34(1) 18 [****] 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ia ( SEBI ), the Stock Exchanges and the Lead Managers, i.e., at xxx, respectively.] Logo and Name of the Company Registered and Corporate Office Address, telephone number Contact Person name, designation, email address Company website address CIN number of the Issuer Company Promoter(s) of the Company: Issue details to be provided including ratio of rights offering. Listing and details of in-principle approval from stock exchanges. Eligibility for the Issue: State whether company is eligible for rights issue under Part B or Part B-1 of Schedule VI and Fast Track. Minimum Subscription: If applicable provide details of the same. INDICATIVE TIMETABLE Issue Opening Date Date of Allotment / Initiation of Refunds (on or about) Last Date for On Market Renunciation Date of credit of Equity Shares to demat account of Allottees (on or about) Issue Closing Date Date of listing / Commencement of trading of Equity Shares on the Stock Exchanges (on or about) Finalisation of basis of Allotment (on or about) GENERAL RISKS Investment in equity and equity related securities involve a degree of risk and investors should not invest any funds in the Issue unless they can afford to take the risk of los ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of the Issue: The abridged letter of offer shall also include the particulars of the issue including the procedure for application and renunciation as applicable for a rights issue and the following disclosures: Provisions pertaining to applications referred to in sub-regulations (1), (2) and (3) of regulation 78; Rights entitlement ratio; Fractional entitlements; Renunciation; Application for additional equity shares; Intention of promoters to subscribe to their rights entitlement; Statement that a copy of the offer document of the immediately preceding public or rights issue is available in the manner specified in the regulations and also as a material document for inspection. Any other important information as per Lead Managers and the Issuer. Declaration: As included in Letter of Offer, with date and place mentioned. ] ********** NOTES:- 1. Inserted vide Notification No. SEBI/LAD-NRO/GN/2019/29 dated 29-07-2019 2. Inserted vide Notification No. SEBI/LAD-NRO/GN/2019/29 dated 29-07-2019 3. Substituted vide Notification No. SEBI/LAD-NRO/GN/2019/47 dated 26-12-2019 before it was read as issue of certificates/demat credit 4. Omitted vide Notification No. SEBI/LAD-NRO/GN/2019/47 dat ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ties 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 sati ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 reason ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... h; c. Revenue; d. Profit after tax; e. Earnings per share; f. Net Asset Value per equity share; and g. 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ng 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 dir ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ers 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 t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... oned. (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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 c ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 ( Rs. in Crores) Total borrowings Current borrowings* Non-current borrowings (including current maturity)* Total equity Share capital* Reserves and surplus* Money received against share warrants* Total Capital Ratio: Non-current borrowings/ Total equity *These terms shall carry the meaning as per Schedule III of the Companies Act, 2013 (as amended). (XII) A statement to the effect that the price has been ar ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... pending government and regulatory approvals. In case of an existing line of activity/project, all material pending regulatory and government approvals. (XVI) Material Developments: Any material development after the date of the latest balance sheet and its impact on the performance and prospects of the issuer. (XVII) Other Regulatory and Statutory Disclosures: (A) Authority for the issue and details of the resolution passed for the issue. (B) A statement by the issuer that the issuer, promoters, promoter group, directors or have not been or are not 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. (C) A statement by the issuer if any of the directors of the issuer are associated with the securities market in any manner, and if yes, details of any outstanding action initiated by the Board against the said entities with the relevant details. (D) A statement by the issuer that the issuer, promoters, or directors, have not been or are not identified as wilful defaulters. (E) A statement by the issuer that it is in compliance with the provisions specified in Clause ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... o have been represented by the issuer and lead manager(s) and their respective directors, officers, agents, affiliates and representatives that they are eligible under all applicable laws, rules, regulations, guidelines and approvals to acquire equity shares of our 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 the provisions of law and the rules and regulations are applicable to the letter of offer. (4) Disclaimer clause of the stock exchanges (5) Disclaimer clause of the Reserve Bank of India, the Insurance Regulatory and Development Authority of India and of any other regulatory authority (if applicable). (H) 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. (I) Arrangements or any mechanism evolved by the issuer for redressal of investor grievances and the time normally taken by it for disposal of various types of investor grievances. (XVIII) Offering Information: (1) Terms of payments and procedure and time ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ing 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 7 [ / un-blocking of ASBA/ refunds ] shall be done within a period of fifteen days and interest shall be payable in case of delay in 8 [ un-blocking of ASBA/refund ] 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: 9 [ (i) Unblocking amounts blocked using ASBA facility ] ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... k 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. 17. Inserted vide Notifivation No. SEBI/LAD-NRO/GN/2020/31 dated 28-09-2020 18. Omitted vide Notifivation No. SEBI/LAD-NRO/GN/2020/31 dated 28-09-2020 before it was read as , 71(2)(d) 19. Substituted vide Notifivation No. SEBI/LAD-NRO/GN/2020/31 dated 28-09-2020 before it was read as Part F - Disclosures in an abridged letter of offer [See reglation 75] (1) A listed issuer making a rights issue of specified securities shall make disclosures, as sp ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... companies 21. Substituted vide Notification No. SEBI/LAD-NRO/GN/2021/45. Dated 13-08-2021 before it was read as: , 22. Omitted vide Notification No. SEBI/LAD-NRO/GN/2021/45. Dated 13-08-2021 before it was read as: and top 5 listed group companies by market capitalisation. 23. Substituted vide Notification No. SEBI/LAD-NRO/GN/2021/45. Dated 13-08-2021 before it was read as: (A) In case of an issuer not being a government company, statutory authority or corporation or any special purpose vehicle set up by any of them, the following information for the last three years, based on the audited statements, in respect of all the group companies for past three years shall be given, wherever applicable, along with significant notes of auditors. (i) Date of Incorporation; (ii) Nature of activities; (iii) Equity Capital; (iv) Reserves (excluding revaluation reserve); (v) Sales; (vi) Profit after tax; (vii) Earnings per share and Diluted Earnings Per Share; (viii) Net Asset Value; (ix) In case of listed group companies, the highest and lowest market price of shares during the preceding six months; and (x) If any of the companies has made public or rights issue in the preceding three years, the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... inside cover page shall be kept blank. 29. Substituted vide Notification No. SEBI/LAD-NRO/GN/ 2022/ 63 dated 14-01-2022 before it was read as outside 30. Inserted vide Notification No. SEBI/LAD-NRO/GN/ 2022/ 63 dated 14-01-2022 31. Inserted vide Notification No. SEBI/LAD-NRO/GN/ 2022/ 63 dated 14-01-2022 32. Substituted vide Notification No. SEBI/LAD-NRO/GN/ 2022/ 63 dated 14-01-2022 before it was read as Regulation 33 33. Substituted vide Notification No. SEBI/LAD-NRO/GN/ 2022/ 63 dated 14-01-2022 before it was read as sub-clause (a) applies 34. Substituted vide Notification No. SEBI/LAD-NRO/GN/ 2022/ 63 dated 14-01-2022 before it was read as sub-item (1) of Item (17) 35. Substituted vide Notification No. SEBI/LAD-NRO/GN/ 2022/ 63 dated 14-01-2022 before it was read as sub-item (1) of Item (17) 36. Substituted vide Notification No. SEBI/LAD-NRO/GN/ 2022/ 63 dated 14-01-2022 before it was read as , Permanent Account Number, Aadhaar card number and driving license number. 37. Inserted vide Notification No. SEBI/LAD-NRO/GN/ 2022/ 63 dated 14-01-2022 38. Omitted vide Notification No. SEBI/LAD-NRO/GN/ 2022/ 63 dated 14-01-2022 before it was read as or draft letter of offer 39. Omitted ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ed vide Notification No. SEBI/LAD-NRO/GN/2022/107 dated 23-11-2022 58. Substituted vide Notification No. SEBI/LAD-NRO/GN/2023/114 dated 11-01-2023 before it was read as, or key management personnel 59. Substituted vide Notification No. SEBI/LAD-NRO/GN/2023/114 dated 11-01-2023 before it was read as, or key managerial personnel 60. Inserted vide Notification No. SEBI/LAD-NRO/GN/2023/114 dated 11-01-2023 61. Inserted vide Notification No. SEBI/LAD-NRO/GN/2023/114 dated 11-01-2023 62. Inserted vide Notification No. SEBI/LAD-NRO/GN/2023/114 dated 11-01-2023 63. Substituted vide Notification No. SEBI/LAD-NRO/GN/2023/114 dated 11-01-2023 before it was read as, senior managerial personnel 64. Inserted vide Notification No. SEBI/LAD-NRO/GN/2023/114 dated 11-01-2023 65. Inserted vide Notification No. SEBI/LAD-NRO/GN/2023/114 dated 11-01-2023 66. Inserted vide Notification No. SEBI/LAD-NRO/GN/2023/114 dated 11-01-2023 67. Inserted vide Notification No. SEBI/LAD-NRO/GN/2023/114 dated 11-01-2023 68. Inserted vide Notification No. SEBI/LAD-NRO/GN/2023/114 dated 11-01-2023 69. Inserted vide Notification No. SEBI/LAD-NRO/GN/2023/114 dated 11-01-2023 70. Inserted vide Notification No. SEBI/LAD-NRO ..... X X X X Extracts X X X X X X X X Extracts X X X X
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