9911796707
TMI BlogCONTENTS OF OFFER DOCUMENTX X X X Extracts X X X X X X X X Extracts X X X X ..... of public issue by listed company, information in terms of clauses 6.8.3.2 (a) and (j) and clause 6.9.5.8 and information in terms of clause 6.10.3.1 in respect of entities not covered under section 370 (1)(B) of the Companies Act 1956 may not be disclosed in the prospectus, if the following conditions are fulfilled: (a) The issuer company has been filing periodic statements in regard to financial results and shareholding pattern with the Designated Stock Exchange and Registrar of Companies for the last three years and such statements are available on websites of the Designated Stock Exchange/ on a common e- filing platform. (b) The issuer company has in place an investor grievance handling mechanism which includes meeting of 'Shareholders' / Investors' Grievance Committee' at frequent intervals, appropriate delegation of power by the board of directors of the issuer company with regard to share transfer and clearly laid out systems and procedures for timely and satisfactory redressal of investor grievances. (c) The Lead Merchant Banker has certified compliance of (a) and (b) above. Provided further that where the issuer company is complying with the 5(second) proviso, it shal ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 Securities and Exchange Board of India (SEBI) nor does SEBI guarantee the accuracy or adequacy of this document." Specific attention of investors shall be invited to the statement of 'Risk factors' by indicating their page number(s) in the 'General Risks'. (vi) The following clause on 'Issuer's Absolute Responsibility' clause shall be incorporated as under: "The issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this offer document contains all information with regard to the issuer and the issue, which is material in the context of the issue, that the information contained in the offer document is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are ho ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... spectus in the following manner: 6.7.5.1 Risks envisaged by Management. 6.7.5.2 Proposals, if any, to address the risks. 6.7.6 Any 'notes' required to be given prominence shall appear immediately after the Risk factors. 6.8 Introduction 6.8.1 Summary 6.8.1.1 Summary of the industry and business of the issuer company. 6.8.1.2 Offering details in brief. 6.8.1.3 Summary consolidated financial, operating and other data. 6.8.2 General Information 6.8.2.1 The name, address of registered office and the registration number of the issuer company, along with the address of the Registrar of Companies where the issuer company is registered. 6.8.2.2 The Board of Directors of the issuer company. 6.8.2.3 Brief details of the Chairman, Managing Director, Whole Time Directors, etc. of the issuer company. 6.8.2.4 The names, addresses, telephone numbers, fax numbers and e-mail addresses of the Company Secretary, Legal Advisor and Bankers to the Company. 6.8.2.5 The name, address, telephone number, fax number and e-mail address of the Compliance Officer. 6.8.2.6 The names, addresses, telephone numbers, fax numbers, contact person, website addresses and e-mail addresses of the Merchant B ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tors of the issuer company that the underwriters have sufficient resources to discharge their respective obligations. 6.8.3 Capital Structure 6.8.3.1 The capital structure shall be presented in the following manner: (a) Authorised, issued, subscribed and paid up capital (Number of instruments, description and aggregate nominal value). (b) Size of the present issue, giving separately promoters' contribution, firm allotment/ reservation for specified categories and net offer to public (Number of instruments, description, aggregate nominal value and issue amount shall be given in that order; Name(s) of group companies to be given, in case reservation has been made for shareholders of the group companies; Applicable percentages may be given in case of book built issue). (c) Paid-up Capital: (i) After the issue. (ii) After conversion of securities (if applicable). (d) Share Premium Account (before and after the issue). 6.8.3.2 After the details of capital structure, the following notes shall be incorporated: (a) Share capital issued, giving details such as date of issue, number of shares, face value, issue price, nature of allotment (rights, bonus, etc.), cumulative capital, e ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... purpose of rounding off to the nearer multiple of minimum allotment lot. (h) A disclosure to the effect that the securities offered through this public/ rights issue shall be made fully paid up or may be forfeited within 12 months from the date of allotment of securities in the manner specified in clause 8.6.2 of these Guidelines. (i) A note stating that: (i) Unsubscribed portion in any reserved category may be added to any other reserved category. (ii) The unsubscribed portion, if any, after such inter se adjustments amongst the reserved categories shall be added back to the net offer to the public. (iii) In case of under-subscription in the net offer to the public portion spillover to the extent of under subscription shall be permitted from the reserved category to the net public offer portion. (j) Following details regarding major shareholders: (i) Names of the ten largest shareholders as on the date of filing of the prospectus with the Registrar of Companies. (ii) Number of shares held by shareholders at (i) above including number of shares which they would be entitled to upon exercise of warrant, option, rights to convert a debenture, loan or other instrument. (iii) ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nt, brother, sister or child of the person or of the spouse); and (c) in case promoter is a company: (i) a subsidiary or holding company of that company; (ii) any company in which the promoter holds 10% or more of the equity capital or which holds 10% or more of the equity capital of the promoter; (iii) any company in which a group of individuals or companies or combinations thereof who holds 20% or more of the equity capital in that company also holds 20% or more of the equity capital of the issuer company; and (d) in case the promoter is an individual: (i) any company in which 10% or more of the share capital is held by the promoter or an immediate relative of the promoter or a firm or HUF in which the promoter or any one or more of his immediate relative is a member; (ii) any company in which a company specified in (i) above, holds 10% or more, of the share capital; (iii) any HUF or firm in which the aggregate share of the promoter and his immediate relatives is equal to or more than 10% of the total; and (e) all persons whose shareholding is aggregated for the purpose of disclosing in the prospectus under the heading "shareholding of the promoter group". Exp ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... be explained and disclosed. (d) The weaknesses and threats, if any, given in the appraisal report, shall be disclosed in the prospectus by way of risk factors. 6.8.4.5 Schedule of Implementation (a) Schedule of implementation of the project and progress made so far, giving details of land acquisition, civil works, installation of plant and machinery, trial production, date of commercial production, etc. 6.8.4.6 Funds Deployed (a) Actual expenditure incurred on the project (in cases of companies raising capital for a project) upto a date not earlier than two months from the date of filing the prospectus with the Registrar of Companies, as certified by a Chartered Accountant. 18((b) A cash flow statement showing funds which have been brought in as promoters' contribution and have been deployed prior to the public issue.) 6.8.4.7 Sources of Financing of Funds Already Deployed (a) Means and source of financing, including details of "bridge loan" or other financial arrangement, which may be repaid from the proceeds of the issue. 6.8.4.8 Details of Balance Fund Deployment (a) Year wise break up of the expenditure proposed to be incurred on the said project. 6.8. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... (a) Location of the project (b) Plant, machinery, technology, process, etc.: (i) Details in a tabular form to be given shall include the machines required to be bought by the issuer company, cost of the machines, name of the suppliers, the date of placement of order and the date/ expected date of supply. (ii) In case of machines yet to be delivered, the date of quotations relied upon for the cost estimates given, shall also be mentioned. (iii) Percentage and value terms the plant and machinery for which orders are yet to be placed shall be stated and also be given by way of a risk factor. (iv) Details of second hand machinery bought/ proposed to be bought, if any, including the age of the machines, balance estimated life, etc. shall also be given. (c) Collaborations, any performance guarantee or assistance in marketing by the collaborators: (i) Following information regarding persons/ entities with whom technical and financial agreements have been entered into to be given: a. place of registration and year of incorporation. b. paid up share capital. c. turnover of the last financial year of operation. d. general information regarding such persons relevant to the issue ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ch property acquired or to be acquired by the issuer company; (iv) short particulars of every transaction relating to the property completed within the two preceding years, in which any vendor of the property to the company or any person who is, or was at the time of the transaction, a promoter, or a director or proposed director of the company had any interest, direct or indirect, specifying the date of the transaction and the name of such promoter, director or proposed director and stating the amount payable by or to such vendor, promoter, director or proposed director in respect of the transaction. (b) The property to which sub-clause (a) applies is a property purchased or acquired by the issuer company or proposed to be purchased or acquired, which is to be paid for wholly or partly out of the proceeds of the issue offered for subscription by the prospectus or the purchase or acquisition of which has not been completed at the date of issue of the prospectus, other than property: (i) the contract for the purchase or acquisition whereof was entered into in the ordinary course of the issuer company's business, the contract not being made in contemplation of the issue nor the i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the promotion of the issuer company; or (ii) in any property acquired by the issuer company within two years of the date of the prospectus or proposed to be acquired by it. (b) Where the interest of such a director 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 him or to the firm or company in cash or shares or otherwise by any person either to induce him to become, or to qualify him as, a director, or otherwise for services rendered by him or by the firm or company, in connection with the promotion or formation of the issuer company shall be disclosed. 6.9.5.6 Change, if any, in the directors during the last three years, and reasons, thereof. 6.9.5.7 Management Organisation Structure. 19(6.9.5.7A Corporate Governance A disclosure to the effect that the issuer has complied with the requirements of Corporate Governance contained in the Equity Listing Agreement, particularly those relating to composition of Board of Directors, constitution of committees such as Audit Committee, Shareholder / Investor Grievance Committee, etc.) 6.9.5.8 Key Management Perso ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ho are holding the controlling interest together with the applicability and compliance of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997. (c) A 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 securities are proposed to be listed, at the time of filing the draft prospectus with them. 21(Provided that nothing contained in sub-clause (c) shall apply to a fast track issue.) 6.9.6.3 Common pursuits 6.9.6.4 Full particulars of the nature and extent of the interest, if any, of every promoter: (a) in the promotion of the issuer company; or (b) in any property acquired by the issuer company within two years of the date of the prospectus or proposed to be acquired by it. (c) 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 him or to the firm or company in ca ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ediately preceding the issue of the prospectus; and (b) so far as regards assets and liabilities, deal with the assets and liabilities of the issuer company at the last date to which the accounts of the issuer company were made up. 6.10.2.3 If the issuer company has subsidiaries, the report shall: (a) so far as regards profits and losses, deal separately with the issuer company's profits or losses as provided by 6.10.2.2 and in addition, deal either: (i) as a whole with the combined profits or losses of its subsidiaries, so far as they concern the members of the issuer company; or (ii) individually with the profits or losses of each subsidiary, so far as they concern the members of the issuer company; or, instead of dealing separately with the issuer company's profits or losses, deal as a whole with the profits or losses of the issuer company, and, so far as they concern the members of the issuer company, with the combined profits or losses of its subsidiaries; and (b) so far as regards assets and liabilities, deal separately with the issuer company's assets and liabilities as provided by 6.10.2.2 and in addition, deal either: (i) as a whole with the combined assets and lia ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... issuer company had at all material times held the shares to be acquired; and (ii) where the other body corporate has subsidiaries, deal with the profits or losses and the assets and liabilities of the body corporate and its subsidiaries in the manner provided by sub-clause (a) (ii) above in relation to the issuer company and its subsidiaries. 6.10.2.6 Principal terms of loan and assets charged as security. 6.10.2.7 Other provisions relating to accounts of the issuer company: (a) All significant accounting policies and standards followed in the preparation of the financial statements shall be disclosed. (b) Statements of Assets and Liabilities and Profit and Loss or any other financial information shall be incorporated after making the following adjustments, wherever quantification is possible: (i) Adjustments/ rectification for all incorrect accounting practices or failures to make provisions or other adjustments which resulted in audit qualifications. (ii) Material amounts relating to adjustments for previous years shall be identified and adjusted in arriving at the profits of the years to which they relate irrespective of the year in which the event triggering the profit ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... xcluding extra ordinary items. b. Return on net worth: This ratio shall be calculated excluding revaluation reserves. c. Net Asset Value per share. This ratio shall be calculated excluding revaluation reserves. (ii) 'Accounting and other Ratios' shall be based on the Financial Statements prepared on the basis of Indian Accounting Standards. (g) Capitalisation Statement: (i) A Capitalisation Statement showing total debt, net worth, and the debt/ equity ratios before and after the issue is made shall be incorporated. (ii) 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 shall be given. (iii) An illustrative format of the Capitalisation Statement is specified at Schedule XIII. (h) Unsecured loans: (i) Break-up of total outstanding unsecured loans taken by the issuer company, promoters/ group companies/ associate companies and others shall be given in the prospectus. (ii) In respect of each such unsecured loan of the former category, the terms and conditions, including interest rates and the repayment schedule. (iii) If the loan can be recalled by t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ) whether the company has become a sick company within the meaning of the Sick Industrial Companies (Special Provisions) Act, 1995 or is under winding up. (ii) whether the company has made a loss in the immediately preceding year and if so, the profit or loss figures for the immediately preceding three years. 22(Provided that nothing contained in this clause shall apply to an issue made by any government company, statutory authority or corporation or any special purpose vehicle set up by any of them.) 6.10.3.2 In case, the issuer company has more than five listed group companies, the financial information may be restricted to the five largest listed companies to be determined on the basis of market capitalisation one month before the date of filing draft prospectus with the Board 23(or in case of a fast track issue, one month before the reference date); Provided that financial information regarding every such company which has become a sick industrial company or is under winding up or has a negative net worth shall be provided. 24Explanation: For the purposes of this clause, the term "reference date" shall have the same meaning as assigned to it in Explanation (a) to clause 2 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... continuing operations. (iii) known trends or uncertainties that have had or are expected to have a material adverse impact on sales, revenue or income from continuing operations. (iv) 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. (v) 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. (vi) total turnover of each major industry segment in which the issuer company operated. (vii) status of any publicly announced new products or business segment. (viii) the extent to which business is seasonal. (ix) any significant dependence on a single or few suppliers or customers. (x) competitive conditions. 6.10.5.6 'Management's Discussion and Analysis of financial condition and results of operations as reflected in the financial statements (MDA)' shall be based on the Financial Statements prepared on the basis of Indian Accounting Practices. In addition, the issuer company may present MDA based on other Accounting Practices. 6.11 Legal ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ns/ defaults, etc. on the financial performance of the issuer company shall also be mentioned. (b) Further, the cases of pending litigations, defaults, etc. in respect of companies/ firms/ ventures with which the promoters were associated in the past but are no longer associated shall also be disclosed in case their name(s) continues to be associated with particular litigation(s). (c) Further, all the litigations against the promoter involving violation of statutory regulations or alleging criminal offence shall be furnished in the prospectus. (d) Pending proceedings initiated for economic offences against the promoters, companies and firms promoted by the promoters shall be disclosed separately indicating their present status. (e) The details of the past cases in which penalties were imposed by the concerned authorities. (f) The lead merchant banker shall ensure to appropriately incorporate in the prospectus and as risk factor(s), information regarding pending litigations, defaults, non payment of statutory dues, proceedings initiated for economic offences/ civil offences (including the past cases, if found guilty), any disciplinary action taken by the Board/ stock exchanges ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rmed decision for making investment in the proposed issue. It should also be clearly understood that while the Issuer Company is primarily responsible for the correctness, adequacy and disclosure of all relevant information in the offer document, the Lead Merchant Banker is expected to exercise Due Diligence to ensure that the Company discharges its responsibility adequately in this behalf and towards this purpose, the Lead Merchant Banker _______________________ has furnished to SEBI a Due Diligence Certificate dated ________________ 28(which reads as follows (due diligence certificate submitted to the Board to be reproduced here):) The filing of offer document does not, however, absolve the company from any liabilities under section 63 or 68 of the Companies Act, 1956 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 merchant banker(s) any irregularities or lapses in offer document." (b) Disclaimer Statement from the Issuer and the Lead Manager: A statement to the effect that the issuer company and the Lead Manager ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ass at a lower premium, or at par or at a discount, the reasons for the differentiation and how any premiums received have been or are to be disposed of. 6.12.17 Previous issues of shares otherwise than for cash. 6.12.18 Commission or brokerage on previous issues. 6.12.19 Following particulars in regard to the issuer company and other listed companies under the same management within the meaning section 370 (1)(B) of the Companies Act, 1956 which made any capital issue during the last three years shall be given: 6.12.19.1 Name of the company. 6.12.19.2 Year of Issue. 6.12.19.3 Type of Issue (public/ rights/ composite). 6.12.19.4 Amount of issue. 6.12.19.5 Date of closure of issue. 6.12.19.6 Date of completion of delivery of share/ debenture certificates. 6.12.19.7 Date of completion of the project, where object of the issue was financing the project. 6.12.19.8 Rate of dividend paid. 6.12.20 Promise vis-à-vis performance: 6.12.20.1 Issuer company: (a) A separate para entitled "Promise Vs Performance - Last three issues" shall be given indicating whether all the objects mentioned in the respective offer documents relating to the earlier issues by the is ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... gements or any mechanism evolved by the issuer company for redressal of investor grievances. 6.12.23.2 The issuer company shall disclose the time normally taken by it for disposal of various types of investor grievances. 6.12.23.3 Similar disclosure shall be made in regard to the listed companies under the same management within the meaning of Section 370 (1B) of the Companies Act, 1956 for the period of three years prior to the date of filing of the prospectus with the Registrar of Companies/ Stock Exchange. 6.12.24 Change, if any, in the auditors during the last three years, and reasons, thereof. 6.12.25 Capitalisation of reserves or profits (during last five years). 6.12.1 Revaluation of assets, if any (during the last five years) 6.13 Offering Information 6.13.1 Terms of the Issue 6.13.1.1 Ranking of equity shares. 6.13.1.2 Mode of payment of dividend. 6.13.1.3 Face value and issue price/ floor price/ price band. 6.13.1.4 Rights of the instrument holders. 6.13.1.5 Market lot. 6.13.1.6 Nomination facility to investor. 6.13.1.7 Minimum subscription: (a) For Non-underwritten Public Issues: Following statement shall appear: "If the company does not receive the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Lead Merchant Banker shall ascertain whether the issuer company coming for fresh issue of capital proposes to set up trusts in order to provide service to the investors in the matter of disposal of odd lot shares of the issuer company held by them and if so, disclosures relating to setting up and operation of the trust shall be contained in the prospectus. (d) Whenever any issue results in issue of shares in odd lots, the issuer company, shall as far as possible issue certificates in the denomination of 1-2-5-10-20-50 shares. 6.13.1.9 Restrictions, if any, on transfer and transmission of shares/ debentures and on their consolidation/ splitting. 6.13.2 Issue Procedure 6.13.2.1 Fixed price issue or book building procedure as may be applicable, including details regarding bid form / application form, who can bid/apply, maximum and minimum bid/application size, bidding process, bidding, bids at different price levels, etc. 6.13.2.2 Option to subscribe in the issue: (a) The details of option to subscribe for securities to be dealt with in a depository. (b) The Lead Merchant Banker shall incorporate a statement in the prospectus and in the application form to the effect that the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... details.) (d) Bids by NRIs or FIIs on a repatriation basis. 6.13.2.15 Payment instructions: (a) Payment into escrow account of the issuer company. (b) Payment into escrow account of the syndicate member. 31((c) Payment instructions for Application Supported by Blocked Amount) 6.13.2.16 Submission of bid form. 6.13.2.17 Other instructions: (a) Joint bids in the case of individuals. (b) Multiple bids. (c) 32(Instruction to applicants to disclose Permanent Account Number in the application form, irrespective of the amount for which application / bid is made, along with the instruction that applications without Permanent Account Number would be rejected.) 33((d) Rejection of Bids.) (e) Equity shares in demat form with NSDL or CDSL. (f) The investor's attention shall also be invited to contact the compliance officer in case of any pre-issue/ post-issue related problems such as non-receipt of letters of allotment/ share certificates/ refund orders, etc. 6.13.2.18 Disposal of application and Application moneys. 6.13.2.19 Provisions of sub-section (1) of section 68A of the Companies Act, 1956 relating to punishment for fictitious applications, shall be mentioned. 6.13.2.20 I ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 30 days from the date of the closure of the issue. However applications received after the closure of issue in fulfillment of underwriting obligations to meet the minimum subscription requirement, shall not be entitled for the said interest." (b) Where it is a book-built issues: "The company agrees that allotment of securities offered to the public shall be made not later than 15 days of the closure of public issue. The company further agrees that it shall pay interest @15% per annum if the allotment letters/ refund orders have not been despatched to the applicants 38(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 15 days from the date of the closure of the issue." 6.13.2.27 Undertaking by the issuer company: (a) The following undertaking by the issuer company shall be incorporated in the prospectus: (i) that the complaints received in respect of the Issue shall be a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ures as contained in the prospectus, duly certified by the debenture trustee. (iv) that the issuer company shall furnish a confirmation certificate that the security created by the company in favour of the debenture holders is properly maintained and is adequate enough to meet the payment obligations towards the debenture holders in the event of default. (v) that necessary cooperation with the credit rating agency (ies) shall be extended in providing true and adequate information till the debt obligations in respect of the instrument are outstanding. 6.13.2.28 Utilisation of Issue Proceeds: (a) A statement by the Board of Directors of the issuer company to the effect that: (i) all monies received out of issue of shares or debentures to public shall be transferred to separate bank account other than the bank account referred to in sub-section (3) of section 73 of the Companies Act, 1956; (ii) details of all monies utilised out of the issue referred to in sub-item(i) shall be disclosed under an appropriate separate head in the balance sheet of the issuer company indicating the purpose for which such monies had been utilised; and (iii) details of all unutilised monies out of th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... prospectus are true and correct.) 44(SECTION II - CONTENTS OF ABRIDGED PROSPECTUS 6.16 General Instructions: The information to be provided under each of the heads specified below shall be as per the requirement of 45(Section I) of Chapter VI except when specified otherwise. 6.16.1 The Abridged Prospectus shall be printed in a font size which shall not be visually smaller than TIMES NEW ROMAN Size 10. 6.16.2 The order in which items appear in the Abridged Prospectus shall correspond, wherever applicable, to the order in which items appear in the Prospectus. 6.16.3 The application form shall be so positioned that on the tearing-off of the application form, no part of the information given in the Abridged Prospectus is mutilated. 6.17 General Information 6.17.1 The name of the issuer company and address of the registered office of the issuer company, along with telephone number, fax number, email address and website address, and where there has been a change in the address of the registered office or name of the Issuer, details thereof. 6.17.2 Name/s of stock exchanges where listing of the securities is proposed. 6.17.3 Dates of opening, earliest closing and closing of th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... (Number of instruments, description, aggregate nominal value). b. Size of present issue. Disclose separately promoters' contribution, firm allotment/ reservation for specified categories and net offer to public. c. Number of instruments, description, aggregate nominal value and issue amount shall be given in this order. Name(s) of group companies to be given, in case, reservation has been made for shareholders of the group companies. d. Paid-up Capital i. after the issue ii. after conversion of securities (if applicable). e. Share Premium Account (before and after the issue). 6.18.2 Complete Notes to the Capital Structure. 6.18.3 A disclosure to the effect that the securities offered through this public/ rights issue shall be made fully paid up or forfeited within 12 months from the date of allotment of securities in a manner as specified in clause 8.5.2. 6.19 Terms of the Present Issue 6.19.1 i. Authority for the issue, terms of payment and procedure and time schedule for allotment and issue of certificates/ refund orders. ii. The clause "Interest in Case of Delay in Despatch of Allotment Letters/ Refund Orders 48(/instruction to Self Certified Syndicate Banks by ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the following: i. Instructions to applicants to mention the number of application form on the reverse of the instruments to avoid misuse of instruments submitted along with the applications for shares/ debentures in public issues. ii. Provision in the application form 49(other than Applications Supported by Blocked Amount) for inserting particulars relating to bank account number and the name of the bank with whom such account is held, to enable printing of the said details in the refund orders or for refunds through Electronic Clearing System. 50(Provided that in case of an issue of securities which is wholly required to be made in the dematerialized form, it would not be necessary to require bank account details in the application form. Provided further that in a case covered by the preceding proviso, the application form shall contain a statement that the bank account details of the applicant would be taken from the data provided by him to the depository.) 51((iia)Provision in the application form for Applications Supported by Blocked Amount, for inserting particulars relating to bank account number which is authorised to be blocked and other particulars as specified by SEB ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... keting and proposed marketing set up 6.21.9.4 Export possibilities and export obligations, if any. 6.21.9.5 Stock Market Data: Disclose particulars of:- a. high, low and average market prices of the share of the company during the preceding three years b. monthly high and low prices for the six months preceding the date of filing of the prospectus c. number of shares traded on the days when high and low prices were recorded in the relevant stock exchange during period of (i) and (ii) above, and total volume traded on those dates d. the stock market data referred to above shall be shown separately for periods marked by a change in capital structure, with such period commencing from the date the concerned stock exchange recognises the change in the capital structure (e.g., when the shares have become ex-rights or ex-bonus) e. the market price immediately after the date on which the resolution of the Board of Directors approving the issue was approved f. the volume of securities traded in each month during the six months preceding the date on which the offer document is filed with ROC g. Along with high, low and average prices of shares of the company, details relating to vol ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ny, in directors and auditors during the last three years and reasons thereof. 6.28 Time and Place of Inspection of material contracts (List of material contracts not required) 6.29 Financial Performance of the Company for the Last Five Years (Figures to be taken from the audited annual accounts in a tabular form) 6.29.1 a. Balance Sheet Data: Equity Capital, Reserves (State Revaluation Reserve, the year of revaluation and its monetary effect on assets) and borrowings b. Profit and Loss data: Sales, Gross profit, Net profit, dividend paid, if any c. Any change in accounting policies during the last three years and their effect on the profits and the reserves of the company d. Following information as extracted from the report of the auditors reproduced in the main offer document in terms of clause 6.18 of the Guidelines: i) net profit before accounting for extra ordinary items ii) extra ordinary items iii) net profit after accounting for extra ordinary items 6.29.2 Management Discussions and Analysis on Accounts 6.30 Listed Ventures of Promoters 6.31 Previous Public or Rights Issues, if any ,of last 5 years 6.32 Disclosure on Investor Grievances & Redressal System 6. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ssuer company has investor grievance-handling mechanism which includes meeting of the Shareholders' or Investors' Grievance Committee at frequent intervals, appropriate delegation of power by the board of directors of the issuer company as regards share transfer and clearly laid down systems and procedures for timely and satisfactory redressal of investor grievances. 6.40 If the listed issuer company does not satisfy the conditions specified in clause 6.39, it shall make disclosures in the letter of offer as specified in Section I and as specified in sub-clauses (d), (e) and (f) of clause 6.42.16.2 of this Section. 6.41 Irrespective of whether the conditions specified in clause 6.39 are satisfied or not, the following listed issuer companies shall make disclosures, as specified in Section I, in the letter of offer: (a) A listed issuer company whose management has undergone change pursuant to acquisition of control in accordance with the provisions of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997; (b) An issuer company whose securities have been listed consequent to relaxation granted by the Board under sub-rule (7) o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rrect in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which make this document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect." f. The names, logos and addresses of all the lead merchant bankers with their titles who have signed the due diligence certificate and filed the letter of offer with the Board, along with their telephone numbers, fax numbers, website addresses and e-mail addresses. g. The name, logo and address of the registrar to the issue, along with its telephone number, fax number, website address and e-mail address. h. Issue schedule: a. Date of opening of the issue. b. Date of closing of the issue. c. Last date for request for split. i. The names of the recognised stock exchanges where the securities of the issuer company are listed and the details of in-principle approval for listing of the securities proposed to be offered in the rights issue. 6.42.1.3 Back Cover Pages (c) The back inside cover page and back outside cover page shall b ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... y 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 draft letter of offer with the Board, the nature of transactions and the cumulative value of transactions. (c) The details of all financing arrangements whereby the promoter group, the directors of the company which is a promoter of the issuer, the directors of the issuer and their relatives have financed the purchase by any other person of securities of the issuer company other than in the normal course of the business of the financing entity during the period of six months 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 draft letter of offer with the Board. 6.42.6 Introduction 6.42.6.1 Summary (a) Issue details in brief. (b) Summary consolidated financial, operating and other data. 6.42.6.2 General Information (a) The name and address of the registered office and the registration number of the issuer company, along with the address of the Registrar of Companies where the issuer company is registere ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... The details of securities held by promoter and promoter group including the details of lock-in, pledge of and encumbrance on such securities. (e) The details of shares acquired by promoters and promoter group in the last one year immediately prior to the date of filing of the draft letter of offer with the Board. (f) The intention and extent of participation by promoters and promoter group in the issue with respect to: (i) their rights entitlement. (ii) the unsubscribed portion over and above their rights entitlement. (g) The shareholding pattern as per the latest filing with the recognised stock exchange(s). (h) The details of the shareholders holding more than one per cent. of the share capital of the issuer company. 6.42.7 Particulars of the Issue 6.42.7.1 Objects of the Issue (a) The objects of the issue shall be disclosed. (b) If one of the objects is investment in a joint venture or subsidiary or an acquisition, the following additional disclosures shall be made: (i) The details of the form of investment, i.e., equity, debt or any other instrument. (ii) If the form of investment has not been decided, a statement to that effect. (iii) If the investment is in debt ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f no working capital is shown as part of the project for which issue is being made, the reasons therefor. 6.42.7.2 Requirement of Funds (a) The requirement for funds proposed to be raised through the issue. (b) Where the issuer company proposes to undertake more than one activity or project, such as diversification, modernisation, expansion, etc., the total project cost shall be given activity-wise or project wise, as the case may be. (c) Where the issuer company 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. (d) The details of all material existing or anticipated transactions in relation to the utilisation of the issue proceeds or project cost with promoters, directors, key management personnel, associates and group companies. The relevant documents shall be included in the list of material documents for inspection. (e) If object of the issue is to fund a project, the following details shall be given: (i) Location of the project. (ii) Plant and machinery, technology, process, etc. (iii) Collaboration, performance guarantee if any, or assistance in marketing ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... inance for which no firm arrangement has been made shall be mentioned without specification. (c) The details of funds tied up and the avenues for deployment of excess proceeds, if any. 6.42.7.4 Appraisal (a) The scope and purpose of the appraisal, if any, along with the date of appraisal. (b) The cost of the project and means of finance as per the appraisal report. (c) Explanation regarding revision, if any, in the project cost and the means of finance after the date of issue of the appraisal report. (d) The weaknesses and threats, if any, given in the appraisal report, by way of risk factors. 6.42.7.5 Schedule of Implementation (a) The schedule of implementation of the project in a tabular form and the progress made so far, giving details of land acquisition, civil works, installation of plant and machinery, trial production, date of commercial production and reasons for delay, if any. 6.42.7.6 Deployment of Funds (a) The details of the sources of funds and the deployment of these funds on the project (where the issuer company 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ct. 6.42.10 Financial Information of the Issuer company 6.42.10.1 Stand-alone and consolidated financial statements of the issuer company: (a) A report by the auditors of the company with respect to profit or loss and assets and liabilities (indicating changes in accounting policies, if any) in respect of the last completed accounting year for which audit has been completed. (b) A report by the auditors of the company on a limited review of the profit or loss and assets and liabilities (indicating changes in accounting policies, if any), as at a date not earlier than six months prior to the date of the opening of the issue, where audited accounts as at such date are not available. (c) For the purpose of sub-clauses (a) and (b) above, it shall be sufficient if: (i) In the statement of the assets and liabilities, the main heads of assets and liabilities as provided in Part I of Schedule VI of the Companies Act, 1956 have been provided. If an issuer company is governed by a statute other than the Companies Act, 1956, the main heads of assets and liabilities as specified in such statute shall be provided in the statement of assets and liabilities. (ii) In the statement of profit ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s specified hereunder: Particulars Pre-issue as at 30-6-2009 As Adjusted for issue (Rupees in lakhs) Short-Term Debt 1870 1870 Long Term Debt 4370 4370 Shareholders Funds Share Capital 4000 4450 Reserves 14570 37520 Total Shareholders Funds 18570 41940 Long Term Debt/Equity 0.24:1 0.10:1 Note: Since 31-3-2009 (which is the last date as of which financial information has been given in para … of this document), share capital was increased from ₹ 3000 lacs to ₹ 4000 lacs by the issue of bonus shares in the ratio of 1 share for every 3 shares. 6.42.10.6 One standard financial unit shall be used in the Letter of Offer 6.42.11 A statement to the effect that the price has been arrived at in consultation between the issuer company and the Merchant banker. 6.42.12 Outstanding Litigations and Defaults 6.42.12.1 The following details shall be disclosed by the issuer company: (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 company. (b) Matters which are pending or which have arisen in the immediately preceding ten years involving: (i) I ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tement by the issuer company that the issuer company, promoters, promoter group, directors or person(s) in control of the promoter 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. 6.42.15.3 A confirmation whether any of the directors of the issuer company are associated with the securities market in any manner, if yes, whether the Board has initiated any action against the said entities and the related details. 6.42.15.4 It may be disclosed whether the issuer company, promoters, group companies, the relatives (as per Companies Act,1956) of promoters, group companies are identified as wilful defaulters by Reserve Bank of India or other authorities. 6.42.15.5 A statement to the effect that the issuer company is in compliance with provisions specified in clause 6.42. 6.42.15.6 Details of compliance with eligibility requirements to make a fast track issue, if applicable. 6.42.15.7 Disclaimer clauses: (a) The letter of offer shall contain the following disclaimer clause in bold capital letters: "It is to be distinctly understood that submis ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... , 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. (c) 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 letter of offer. (d) Disclaimer clause of the stock exchanges, if any. (e) Disclaimer clause of the Reserve Bank of India (if applicable). 6.42.15.8 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. 6.42.15.9 Details of fees payable to (in terms of amount, as a percentage of total issue expenses and as a percentage of total issue size): (a) Lead merchant bankers. (b) Co-lead merchant bankers, if any (c) Co-managers, if any (d) Other merchant bankers (e) Registrars to the issue (f) Advisors (g) Bankers to the issue (h) Trustees for the debt instrument holders. (i) Others (j) Underwriting commission, brokerage and selli ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rticipant ID, client ID, number of equity shares entitled and applied for, additional shares if any, amount to be paid along with application, and particulars of cheque, etc. to be drawn in favour of the issuer company's account; (f) A statement that the shareholders 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. (g) Provisions of sub-section (1) of section 68A of the Companies Act, 1956 relating to punishment for fictitious applications, including the disclosures that any person who: (i) makes in a fictitious name an application to a company for acquiring, or subscribing for, any shares therein, or (ii) otherwise induces a company to allot, or register any transfer of, shares therein to him, or any other person in a fictitious name, shall be punishable with imprisonment for a term which may extend to five years. (h) Declaration about the credit of securities to the demat account / refunds within a period of fifteen days and interest in case of delay in refund at the prescribed rate. (i) Mode of making refunds: ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... undertake that: (i) the issuer company shall forward the details of utilisation of the funds raised through the convertible debt instruments duly certified by the statutory auditors of the issuer company, to the debenture trustees at the end of each half-year. (ii) the issuer company shall disclose the complete name and address of the debenture trustee in the annual report. (iii) the issuer company shall provide a compliance certificate to the convertible debt instrument holders (on yearly basis) in respect of compliance with the terms and conditions of issue of debentures as contained in the Letter of Offer, duly certified by the debenture trustee. (iv) the issuer company shall furnish a confirmation certificate that the security created by the company in favour of the convertible debt instrument holders is properly maintained and is adequate to meet the payment obligations towards the convertible debt instrument holders in the event of default. (v) necessary cooperation with the credit rating agency (ies) shall be extended in providing true and adequate information till the debt obligations in respect of the instrument are outstanding. 6.42.18 Utilisation of Issue Proceed ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... her material disclosures, as deemed necessary. 6.42.22 Declaration 6.42.22.1 The draft letter of offer (in case of issues other than fast track issues) and letter of offer shall be approved by the Board of Directors of the issuer company and shall be signed by all directors, the Chief Executive Officer, i.e., the Managing Director or Manager within the meaning of the Companies Act, 1956 and the Chief Financial Officer, i.e., the whole-time finance director or any other person heading the finance function and discharging that function. 6.42.22.2 The following statement shall be disclosed: "No statement made in this letter of offer contravenes any of the provisions of the Companies Act, 1956 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." 6.42.22.3 The signatories shall further certify that all disclosures made in the letter of offer are true and correct. 6.43 A listed issuer company making disclosures in the letter of offer as per this Part shall make a copy of the offer document of the immed ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nce of the page number where details of IPO grading, as provided under clause 6.8.2.9A, are given." 7 Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/31/2008/30/7 dated July 30, 2008. 8 Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007. 9 Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/21/2006/24/4 dated April 24, 2006. 10 Substituted, vide SEBI Circular No. SEBI/CFD/DIL/DIP/25/2007/30/4 dated April 30, 2007, for the words "Name of the credit rating agency". 11 Omitted the words "and the grading so obtained, including unaccepted grades", vide SEBI Circular No. SEBI/CFD/DIL/DIP/25/2007/30/4 dated April 30, 2007 12 Substituted, vide SEBI Circular No. SEBI/CFD/DIL/DIP/25/2007/30/4 dated April 30, 2007, for the following clause, which was inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/21/2006/19/4 dated April 19, 2006: "If grading has been obtained from more than one credit rating agency, disclosure shall be made of all the grades so obtained, including unaccepted grades." 13 Inserted proviso, vide SEBI Circular no. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007. 14 Inserted proviso, vide SEBI Circular no. SEBI/CFD/DIL/DIP/28/20 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... thority in this behalf have been duly complied with; and (c) the disclosures made in the offer document are true, fair and adequate to enable the investors to make a well informed decision as to the investment in the proposed issue. (d) beside ourselves, all the intermediaries named in the prospectus are registered with SEBI and till date such registration is valid. (e) We have satisfied ourselves about the worth of the underwriters to fulfill their underwriting commitments." 29 Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/31/2008/30/7 dated July 30, 2008. 30 Reinserted sub-clause (c), vide SEBI Circular No. SEBI/CFD/DIL/DIP/21/2006/24/4 dated April 24, 2006. The sub-clause was earlier omitted vide SEBI Circular No. SEBI/CFD/DIL/DIP/18/2006/20/1 dated January 20, 2006 and provided as under: "Bidders bank details." 31 Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/31/2008/30/7 dated July 30, 2008. 32 Substituted sub-clause, vide SEBI Circular No. SEBI/CFD/DIL/DIP/18/2006/28/1 dated November 28, 2007 for "Pan or GIR number" 33 Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/31/2008/30/7 dated July 30, 2008 for the following: "Issuer company's right to reject bids." ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... g clause, which was inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/21/2006/19/4 dated April 19, 2006: "Statement indicating whether IPO grading has been opted for. If yes, disclosure of all grades so obtained, including unaccepted grades, as provided under clause 5.6B.2 and the rationale / description of the grading/s so obtained, as furnished by the credit rating agency/ies, may be given." 47 Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/31/2008/30/7 dated July 30, 2008 for the following: "Name and address of the collecting bankers" 48 Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/31/2008/30/7 dated July 30, 2008. 49 Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/31/2008/30/7 dated July 30, 2008. 50 Inserted two provisos vide SEBI Circular No. SEBI/CFD/DIL/DIP/18/2006/20/1 dated January 20, 2006. 51 Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/31/2008/30/7 dated July 30, 2008. 52 Substituted sub-clause, vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007, for the following: "Disclosure of PAN/GIR number in respect of applications for monetary value of the investment of ₹ 50,000 and above." 53 Inserted sub-clause, vide SEBI ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 5.6.2(ii) and also as a document for public inspection. Explanation: For the purpose of rights issue - (a) wherever the word "RoC" appears, the same shall be deemed to refer to "Designated Stock Exchange. (b) wherever the word "prospectus" appears, the same shall be deemed to refer to "letter of offer".) 6.40 Cover Pages 6.40.1 The front and back cover pages of the letter of offer shall comply with the requirements specified under 221(clause 6.4 of Section I) of this Chapter. 6.41 General information 6.41.1 Name and address of registered office of the company. 6.41.2 Issue listed at: [Name (s) of the Stock Exchanges] 6.41.3 Opening, closing dates of the issue. 6.41.4 Name and address of Lead Merchant Bankers. 6.41.5 Name and address of Trustees under Debenture Trust Deeds (in case of debenture/ issue). 6.41.6 Rating for the Debenture/ Preference Shares, if any, obtained from any Credit Rating Agency. 6.41.7 Provisions of sub-section (1) of Section 68A of the Companies Act, 1956 relating to punishment for fictitious applications. 6.41.8 Declaration about the issue of allotment letters/refunds within a period of 221(15 days) and interest in case of delay in refund a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 1 Object of the issue. 6.44.2 Project Cost. 6.44.3 Means of financing (including contribution of promoters). 6.45 Company, management and project 6.45.1 History, main objects and present business of the company. 6.45.2 Background of promoters, Managing Director/ Whole time Director and names of nominees of institutions, if any, on the Board of Directors including key management personnel. 6.45.3 Location of the Project. 6.45.4 Plant and Machinery, technology, process etc. 6.45.5 Collaboration, performance guarantee if any, or assistance in marketing by the collaborators. 6.45.6 Infrastructure facilities for raw materials and utilities like water, electricity, etc. 6.45.7 Schedule of implementation of the project and progress made so far, giving details of land acquisition, execution of civil works, installation of plant and machinery, trial production, date of commercial production, if any. 6.45.8 The products: i. Nature of product(s)- consumer/ industrial and end users. ii. Existing, licensed and installed capacity of the product, demand of the product - existing, and estimated in the coming years as estimated by a Government authority or by any other reliable institu ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... last four weeks; current market price; and highest and lowest prices of equity shares during the period with the relative dates. 6.49 Following particulars in regard to the listed companies under the same management within the meaning of section 370(1B) which made any capital issue in the last three years. a. Name of the company. b. Year of issue. c. Type of issue (rights) d. Amount of issue. e. Date of closure of issue. f. Date of despatch of share/ debenture certificate completed. g. Date of completion of the project, where object of the issue was financing of a project. h. Rate of Dividend paid. 6.50 Management discussion and analysis of the financial conditions and results of the operations as reflected in the financial statement. 6.50.1 Any material development after the date of the latest balance sheet and its impact on performance and prospects of the company. 6.51 Outstanding litigation 6.52 Expert opinion obtained if any. 6.53 Statutory and other information 6.53.1 Option to Subscribe (a) The details of option to subscribed for securities to be dealt in a depository. (b) The lead merchant banker shall incorporate a statement in the offer document and in t ..... X X X X Extracts X X X X X X X X Extracts X X X X
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