9911796707
TMI BlogISSUE OF INDIAN DEPOSITORY RECEIPTS (IDRs)X X X X Extracts X X X X X X X X Extracts X X X X ..... Automatic fungibility of IDRs is not permitted. 4. 4(In every issue of IDR - (i). At least 50% of the IDRs issued shall be subscribed to by QIBs; (ii). The balance 50% shall be available for subscription by non-institutional investors (i.e., investors other than QIBs and retail individual investors) and retail individual investors, including employees. IDRs shall be allocated among non-institutional investors, retail individual investors and employees at the discretion of the issuer. The manner of allocation shall be disclosed in the prospectus for IDRs); (iii). (5Allotment to all these categories shall be made on proportionate basis only) 5. The minimum application amount in an IDR issue shall be 6(Rs.20,000/-). 6. Procedure to be followed by each class of applicant for applying shall be mentioned in the prospectus. 6A.4 MINIMUM ISSUE SIZE: The size of an IDR issue shall not be less than ₹ 50 crores 7(6A.5 MINIMUM SUBSCRIPTION: (a) Following statement shall appear for non-underwritten IDR issues: "If the issuing company does not receive the minimum subscription of 90 per cent of the issued amount on the date of closure of the issue, or if the subscription level ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... h issue. They shall also certify that all the disclosures made in the prospectus are 10(true, correct and adequate). 6. The agreement made with the domestic depository shall also be furnished along with the prospectus. 7. 11(The lead Merchant Banker shall furnish to the Board a due diligence certificate along with the draft publicly filed offer document. In addition to the due diligence certificate furnished along with the draft offer document, the lead Merchant Banker shall also: (i). certify that all amendments suggestion or observations made by the Board have been incorporated in the offer document; (ii). furnish a fresh "due diligence" certificate at the time of filing the prospectus with the Registrar of Companies; (iii). furnish a certificate immediately before the opening of the issue that no corrective action on its part is needed; (iv). furnish a certificate after the issue has opened but before it closes for subscription. The due diligence certificates shall be in the format specified in Schedule VIB. The lead Merchant Banker who is responsible for conducting due diligence exercise with respect to contents of the offer document, as per inter-se allocation ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... information of the compliance officer in relation to the issue of IDRs. The compliance officer should be placed in India 6. Name, address and contact information of Stock Exchanges where applications are made or proposed to be made for listing of the IDRs; 7. Disclosure about provisions relating to punishment for fictitious applications; 8. Statement/declaration for refund of excess subscription 9. 14(Statement that the issuing company is required to pay an interest of 15% p.a. to the investors if the allotments letters / refund orders are not despatched within 15 days of the date of closure of the public issue) 10. Declaration about issue of allotment letters/certificates/ IDRs within the stipulated period; 11. Date of opening of issue; 12. Date of closing of issue; 13. Method and Expected Timetable of the issue 14. A statement that subscription to the issue shall be kept open for atleast 3 working days and not more than 10 working days 15. Date of earliest closing of the issue; 16. 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; 17. A statement by the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 3 MARKET PRICE INFORMATION AND OTHER INFORMATION CONCERNING THE SHARES IN THE DOMESTIC MARKET OF THE ISSUER 1. Market price of shares for each quarter of the last three calendar years preceding the calendar year preceding the year of the issue of Prospectus (High, Low, Average Daily Trading Volume) 2. Market price of shares for each month of the calendar year preceding the year of the issue of Prospectus (High, Low, Average Daily Trading Volume) 3. Market price of shares for the month preceding the date of Prospectus (High, Low, Average Daily Trading Volume) 4. The Opening and Closing price on the last day of the preceding month of the date of Prospectus along with the volume 5. This information should be provided, exchange wise, if the securities are listed in more than one exchange 6. This information should updated as on last available date before the date of prospectus 7. If it is a further issue of IDRs which are already listed in India, the above information should be given about such IDRs also 6A.14 DIVIDENDS 1. Dividend policy of the Company 2. Rate of Dividend and Amount of Dividend paid for the last five financial years 3. Regulatory framework in the Country ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e following: (a). Report of Auditors on the Financial Statements (b) Balance Sheets (c) Statements of Income (d) Schedules to Accounts (e) Statements of Changes in Stockholders' Equity (f) Statements of Cash Flows (g) Statement of Accounting Policies (h) Notes to Financial Statements (i) Statement Relating to Subsidiary Companies (in case of unconsolidated financial statements) (j) Related Party transactions (k) Liquidity and Capital Resources. The financial information in the prospectus shall be disclosed in the issuing company's functional currency/reporting currency/national currency and the reporting currency shall be restricted to Sterling Pound/Euro/Yen/US Dollar. In case, the financial results are prepared as per IFRS or US GAAP, the financial results shall be audited by a professional accountant or certified public accountant or equivalent (by whatever name called in the home country in accordance with the International Standards on Auditing (ISA)). 6A.20.2. Where the law of the home country requires annual statutory audit of the accounts of the issuing company, a report of the statutory auditor on the audited financial statements of the issuing company for ea ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ferences between the Indian GAAP and US GAAP has to be annexed with the report. If financial results are prepared in accordance with IFRS, then issuing company shall annex the summary of significant differences between the Indian GAAP and IFRS. 6A.20.3. Where the law of the home country does not require annual statutory audit of the accounts of the issuing company, a report, prepared in accordance with Indian GAAP certified by Chartered Accountant in practice within the terms and meaning of the Chartered Accountants Act, 1949 on the financial statements/ results of the issuing company for each of the three financial years immediately preceding the date of prospectus including the profits or losses, assets, liabilities and cash-flow statement of the issuing company at the last date to which the accounts of the issuing company were made in the specified form: Provided that the gap between date of opening of issue and date of report shall not exceed 120 days. 6A.20.3.1. The report prepared by the Chartered Accountants should disclose financial statements in Indian Rupees (at the closing rate of exchange, as at the date on which the financial information is presented), compiled in a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nusual or infrequent events or transaction; b. significant economic changes that materially affected or (are likely to effect income 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. 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 company 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. 6A.23 INDUSTRY AND BUSINESS OVERVIEW Market including details of the competition, past production figures for the industry, existing industry capacity, past trends and future prospects regarding exports (if, applicable), dema ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ctices 6. Employees 6A.27 SECURITIES MARKET OF THE COUNTRY OF INCORPORATION/ WHERE SHARES ARE LISTED 1. Brief History 2. Stock Exchange Regulation 3. Listing Regulations 4. Details of the Securities market regulator of the country of the issuer company 5. Whether the Securities market regulator of the country of the issuer company has signed any MoU with SEBI/IOSCO 6. Disclosure under the Companies Act and Securities Regulations (or equivalent thereof) 7. Stock Exchanges 8. Takeover Code/Buyback Code 9. Reforms in Some Key Sectors of the Economy 10. Restriction on Foreign Ownership of Securities 11. Overview of the Financial Sector 12. Nature of the Securities Trading Market in that country 13. A statement of how the enforcement of Indian Securities Laws would be affected by the fact that the issuer is located outside India 14. 17(A comparative analysis of the corporate governance provisions that would be followed by the issuing company vis-à-vis that is applicable to Indian listed companies.) 6A.28 DESCRIPTION OF THE INDIAN DEPOSITORY RECEIPTS AND RIGHTS OF IDR HOLDERS 1. Brief description of the Indian Depository Receipts 2. Dividends, Other Distributi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... . Net Asset Value per share after issue and comparison thereof with the issue price. 7. Comparison of all the accounting ratios of the issuer company as mentioned above with the industry average and with the accounting ratios of the peer group ( i.e companies of comparable size in the same industry.( Indicate the source from which industry average and accounting ratios of the peer group has been taken) 8. The face value of shares (including the statement about the issue price being "X" times of the face value) and that of the IDRs. The aggregate face value of the total equity shares underlying a single IDR also shall be given. Provided that the projected earnings shall not be used as a justification for the issue price in the prospectus. Provided further that the accounting ratios disclosed in the prospectus in support of basis of the issue price shall be calculated after giving effect to the consequent increase in capital on account of compulsory conversions outstanding, as well as on the assumption that the options outstanding, if any, to subscribe for additional capital will be exercised. 6A.35 MAIN PROVISIONS OF ARTICLES OF ASSOCIATION / MAIN CHARTER OF THE ISSUER 6A.36 M ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... pplicability is restricted to any product advertisement of an issuing company issued or published in any media in India; (e).Clause 9.1.16 to 9.1.19: Entirely applicable; (f). Clause 9.2 (a) and (b): Applicability is restricted to any material or information released in India and any issue advertisements and publicity materials issued or published in any media in India; (g).Clause 9.2A: Not applicable; (h).Clause 9.3.1 (i), (ii) and (iii): Entirely applicable; (i). Clause 9.3.1 (iv): Applicability is restricted to any research report circulated in India; (x). Chapters X, XIA, XIIA, XIII, XIIIA, XIV, & XV are not applicable (xi). Chapter XI: All clauses in the Chapter are applicable except Clause 11.1(A), 11.2, 11.3 (b), 11.3.1 (ii) to (iii), 11.3.1 (viii), 11.3.5 (i), (ii), (ii-b), (iii) and (xxiii) and 11.4. (xii). Chapter XVI: All clauses in the Chapter are applicable except Clause 16.1.1, and 16.2.3.1 (b). (xiii). Chapter XVII: All clauses in the Chapter are applicable. 2. The extent of applicability of Schedules of SEBI (DIP) Guidelines, 2000 to the IDR issue is mentioned below: (i). Schedule I : Applicable, as if the word "Company Act, 1956 " used in Schedule refer ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... issue and any other intermediary which may be appointed in connection with the issue of IDRs; 5.4 21(Names, addresses and contact information of experts and counsel) 5.5 Name, address and contact information of the compliance officer in relation to the issue of IDRs. The compliance officer should be placed in India 5.6 Name, address and contact information of Stock Exchanges where applications are made or proposed to be made for listing of the IDRs; 5.7 Disclosure about provisions relating to punishment for fictitious applications; 5.8 Statement/declaration for refund of excess subscription 5.9 22(Statement that the issuer is required to pay an interest of 15% p.a. to the investors if the allotments letters / refund orders are not despatched within 15 days from the date of closure of the public issue) 5.10 declaration about issue of allotment letters/certificates/ IDRs within the stipulated period; 5.11 date of opening of issue; 5.12 date of closing of issue; 5.13 Method and Expected Timetable of the issue 5.14 a statement that subscription to the issue shall be kept open for atleast 3 working days and not more than 10 working days 5.15 date of earliest closing of the is ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... (s) resident outside India and I am/we are applying for the said equity shares on my / our own behalf on non-repatriation basis." 8.3 The application form should contain necessary instructions/ provisions for 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 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. iii. 23(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.) iv. Disclosure of PAN/GIR number. v. Details of options, if any, to receive securities subscribed for and a statement that trading in securities on the stock exchanges in physical form will be available only subject to limits p ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 11.13 Stock Market Data: Disclose particulars of:- a. Market price of shares for each quarter of the last three calendar years preceding the calendar year preceding the year of the issue of Prospectus (High, Low, Average Daily Trading Volume) b. Market price of shares for each month of the calendar year preceding the year of the issue of Prospectus (High, Low, Average Daily Trading Volume) c. Market price of shares for the month preceding the date of Prospectus (High, Low, Average Daily Trading Volume) d. The Opening and Closing price on the last day of the preceding month of the date of Prospectus along with the volume e. This information should be provided, exchange wise, if the securities are listed in more than one exchange f. This information should updated as on last available date before the date of prospectus g. If it is a further issue of IDRs which are already listed in India, the above information should be given about such IDRs also 12. Particulars with regard to the subsidiaries / associates of the issuer The following information for the last 3 years based on the audited statements in respect of subsidiaries and associates of the Issuing Company: 12.1 Date ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Last 24(three) Years (Figures to be taken from the audited annual accounts in a tabular form) 19.1 Balance Sheet Data: Equity Capital, Reserves (State Revaluation Reserve, the year of revaluation and its monetary effect on assets) and borrowings 19.2 Profit and Loss data: Sales, Gross profit, Net profit, dividend paid, if any 19.3 Any change in accounting policies during the last three years and their effect on the profits and the reserves of the company 19.4 Following information as extracted from the report of the auditors reproduced in the main prospectus: i) net profit before accounting for extra ordinary items ii) extra ordinary items iii) net profit after accounting for extra ordinary items 20. Management Discussions and Analysis on Accounts 21. Listed Ventures of Promoters / controlling shareholders 22. Disclosure on Investor Grievances & Redressal System 23. 25(Statement regarding minimum subscription clause: (a) Following statement shall appear for non-underwritten IDR issues: "If the issuing company does not receive the minimum subscription of 90 per cent of the issued amount on the date of closure of the issue, or if the subscription level falls below 90 per ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 2007 for the words "Rs.2,00,000/-" 7 Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/37/2009/31/07 dated July 31, 2009 for the following: "6A.5 MINIMUM SUBSCRIPTION: If the company issuing the IDRs does not receive the minimum subscription of 90% of the issued amount on the date of closure of the issue, or if the subscription level falls below 90% after the closure of issue on account of cheques having being returned unpaid or withdrawal of applications, the company shall forthwith refund the entire subscription amount received. If there is a delay beyond 8 days after the company becomes liable to pay the amount, the company shall pay interest at the rate of 15% per annum for the period of delay." 8 Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007 for the words "Rule 5(i)(b)." 9 Omitted the words "or letter of offer" vide SEBI Circular No. SEBI/CFD/DIL/DIP/37/2009/31/07 dated July 31, 2009 10 Substituted vide SEBI Circular No. SEBI/CFD/DIL/DIP/37/2009/31/07 dated July 31, 2009 for the words "true and correct." 11 Inserted vide SEBI Circular No. SEBI/CFD/DIL/DIP/37/2009/31/07 dated July 31, 2009 12 Substituted vide SEBI Circular N ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ences between Indian GAAP and IFRS or Indian GAAP and US GAAP, as the case may be, shall also be incorporated. b. Further, in case the report is prepared as per IFRS or US GAAP, the annual and quarterly financial results shall be audited by a professional accountant or certified public accountant or equivalent (by whatever name called in the issuer country) .in accordance with the International Standards on Auditing (ISA). The auditor's report shall also be prepared in accordance with the ISA. c. The above report needs to be stated on consolidated Basis or stand alone basis d. In case issuer country's accounting norms do not require a statutory Audit, such accounts shall be audited by a professional accountant or a certified public accountant 3. A report by domestic depository, as certified by an Accountant who is member of Institute of Chartered Accountants of India holding certificate of practice, upon profits or losses of the issuing company for each of the five financial years immediately preceding the issue of prospectus and upon the assets and liabilities of the issuing company at the last date to which the accounts of the company were made in the specified form; provided ..... X X X X Extracts X X X X X X X X Extracts X X X X
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