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TMI BlogDISCLOSURES IN THE ADDENDUM TO THE OFFER DOCUMENT FOR RIGHTS ISSUE OF INDIAN DEPOSITORY RECEIPTSX X X X Extracts X X X X X X X X Extracts X X X X ..... the addendum for a rights offering shall contain the following details: (a) The name of the issuer, its logo, address of its registered office, principal office in India, its telephone number, fax number, contact person, website address and e-mail address. (b) The number and price of IDRs offered and issue size, as may be applicable. (c) The following disclaimer and advisory on general risk : "Investment in IDRs involves a degree of risk and investors should not invest any funds in this offer unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in this offering. For taking an investment decision, investors must rely on their own examination of the issuer and the offer including the risks involved. The securities being offered in the issue have not been recommended or approved by Securities and Exchange Board of India (SEBI) nor does SEBI guarantee the accuracy or adequacy of this document." (d) Specific attention of investors shall be invited to the statement of "Risk factors" given on page number(s) ….. under the section "General Risks". (e) Save wher ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he application on plain paper specifying therein necessary particulars such as name, address, ratio of rights issue, issue price, number of IDRs held, ledger folio numbers, depository participant ID, client ID, number of IDRs entitled and applied for, additional IDRs if any, amount to be paid along with application, and particulars of cheque, etc. to be drawn in favour of the issuer's account. (E) A statement that the IDR holders making the application otherwise than on the application form shall not renounce their rights and shall not utilise the application form for any purpose including renunciation even if it is received subsequently. (F) Provisions relating to punishment for fictitious applications, including the disclosures that any person who: (1) makes in a fictitious name an application to a company for acquiring, or subscribing for, any IDRs therein, or (2) otherwise induces a company to allot, or register any transfer of, IDRs therein to him, or any other person in a fictitious name, shall be punishable in accordance with the provisions of law. (G) Mode of making refunds: (1) The mode in which the issuer shall make refunds to applicants in case of oversubscription. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nder Depositary Agreement and the provisions of the listing agreement entered between the issuer and the stock exchanges, wherever its securities are listed, including the listing agreement entered with recognised stock exchanges in India. (IV) Management (Board of Directors): (A) Name, age, qualifications, experience, address, occupation and date of expiration of the current term of office of executive or whole time directors, giving their directorships in other companies, as the case may be. (B) The nature of any family relationship between any of the directors. (C) Any arrangement or understanding with major shareholders, customers, suppliers or others, pursuant to which of the directors was selected as a director or member of senior management. (D) Details of service contracts entered into by the directors with the issuer providing for benefits upon termination of employment and a distinct negative statement in the absence of any such contract. (V) Financial Information of the Issuer: (A) Convenience translation of the latest annual audited statements of consolidated profit and losses, assets and liabilities and cash flows, in Indian Rupees at the closing rate of exchang ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s per the latest filing with the recognised stock exchange(s). (E) The details of the shareholders holding more than three per cent. of the share capital of the issuer. (F) The details of IDRs lock-in, pledge of and encumbrance on such IDRs held by promoters, if applicable. (G) The details of IDRs acquired by promoters and promoter group, if applicable in the last six months immediately preceding the date of filing of the offer document along with addendum for rights offering with the designated stock exchange, in case of a fast track issue and in any other case, the date of filing draft offer document along with addendum for rights offering with the Board. (VIII) Particulars of the Issue: (A) Objects of the Issue: (1) The purpose of the issue. (2) Break-up of the cost of project for which the money is raised through the IDR issue. (3) The means of financing such project. (4) The proposed deployment status of the proceeds at each stage of the project. (5) Interest of promoters (if any) and directors, as applicable to the project or objects of the issue. (B) 2[Interim Use of Funds: The issuer company shall keep funds in a bank having a credit rating of 'A' or abov ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... normal business hours. (XIV) Other Regulatory and Statutory Disclosures: (A) Authority for the issue and details of resolution passed for the issue. (B) A statement by the issuer that the issuer, promoters, directors or person(s) in control of the promoter or the issuer, if applicable, have not been prohibited from accessing or operating in the capital markets or restrained from buying, selling or dealing in securities under any order or direction passed by the Board or the securities regulator of its home country. (C) It may be disclosed whether the issuer, promoters, the relatives of promoters, group companies, if applicable, are identified as willful defaulters 3[in India or] in its home country. (D) Disclaimer clauses: The addendum for rights offering shall contain the following disclaimer clauses in bold capital letters: (1) Disclaimer Statement with respect to SEBI: (To be written in bold capital letter) "It is to be distinctly understood that submission of offer document and the addendum to SEBI should not in any way be deemed or construed that the same has been cleared or approved by SEBI. SEBI does not take any responsibility either for the financial soundnes ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ice / evaluation as to their ability and quantum of investment in this issue. (3) Disclaimer in respect of jurisdiction: A brief paragraph mentioning the jurisdiction under which provisions of law and the rules and regulations are applicable to the offer document for rights offering. (4) Disclaimer statement of the stock exchanges, if any. (5) Disclaimer statement of the Reserve Bank of India (if applicable). (E) Broad details of fees payable to various intermediaries involved in the IDR rights offering. (F) Arrangements or any mechanism evolved by the issuer for redressal of investor grievances in respect of IDRs and the time normally taken by it for disposal of various types of investor grievances. (XV) Undertakings by the issuer in connection with the issue: The issuer shall undertake that: (1) the complaints received in respect of the issue shall be attended to by the issuer expeditiously and satisfactorily. (2) that steps for completion of the necessary formalities for listing and commencement of trading at all stock exchanges where the IDRs are to be listed are taken within seven working days of closing of the issue. (3) funds required for making refunds to unsucces ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... N DEPOSITORY RECEIPTS (1) A listed issuer making a rights issue of IDRs shall make disclosures, as required under its home country regulations, if any and as specified in Part B of this Schedule, in the abridged letter of offer for rights offering. (2) Notwithstanding the above, where disclosures of matters similar or equivalent to those set out in this Schedule are required to be made in a particular form or by reference to particular requirements of home country regulations, the same shall prevail over the requirements of this Schedule and shall be deemed to be complied with by such disclosures made in the offer document on the basis of the home country regulations. (3) The order in which items shall appear in the abridged letter of offer for rights offering shall correspond, wherever applicable, to the order in which items appear in the offer document and the addendum for rights offering. (4) The abridged letter of offer for rights offering shall also include the following disclosures: (a) Provisions pertaining to applications forms; (b) Rights entitlement ratio; (c) Fractional entitlements; (d) Renunciation; (e) Application for Additional IDRs; (f) Intention of promot ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... eriod. (K) Date of opening of issue. (L) Date of closing of issue. (M) Last date for request for split. (N) Method and Expected Timetable of the issue. (O) Date of earliest closing of the issue. (P) Declaration by the merchant banker with regard to adequacy of resources of underwriters to discharge their respective obligations, in case of being required to do so. (Q) A statement by the issuing company that all moneys received out of issue of IDR shall be transferred to a separate domestic bank account, name and address of the bank and the nature and number of the account to which the amount shall be credited. (R) Details of availability of letter of offer and forms, i.e., date, time, place etc. (S) Amount and mode of payment seeking issue of IDR. (T) Disclosure on Investor Grievances and Redressal System. (U) That the issuing company undertakes to subject itself to the jurisdiction of Indian Courts having jurisdiction over the place where the stock exchange is situated regarding grievances of the IDR applicants and IDR holders. III. Capital Structure of the issuing company: (A) Authorised, issued, subscribed and paid up capital (Number of instruments, description, aggr ..... X X X X Extracts X X X X X X X X Extracts X X X X
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