SCHEDULE - 08 - DISCLOSURES IN OFFER DOCUMENT, ABRIDGED PROSPECTUS AND ABRIDGED LETTER OF OFFER - Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009

SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009 SCHEDULE VIII [See regulations 14(3), 37(a), 44, 45(1)(f), 57(2)(a), 57(2)(b), 58(1) and 58(2)] DISCLOSURES IN OFFER DOCUMENT, ABRIDGED PROSPECTUS AND ABRIDGED LETTER OF OFFER 1 [(i) The words group companies , wherever they occur, shall include such companies as covered under the applicable accounting standards and also other companies as considered material by the board of the issuer. (ii) The policy on materiality shall be disclosed in the offer document.] PART A [See regulations 14(3), 37(a), 44, 45(1)(f), 57(2)(a)) and 57(2)(b)] DISCLOSURES IN RED HERRING PROSPECTUS, SHELF PROSPECTUS AND PROSPECTUS (1) Instructions: (a) Only relevant and updated information and statistics shall be disclosed in the offer document. Further, the source and basis of all statements or claims made shall be disclosed. Terms such as market leader , leading player , etc. shall not be used unless they can be substantiated by proper source of information which shall be disclosed. (b) All blank spaces in the draft offer document shall be filled up with appropriate data before registering the offer document with the Registrar of Companies or filing the same with the recognised stock exchanges. (c) Simple English for easy understanding of the contents of the offer document may be used. The technical terms used in explaining the business of the issuer may be clarified using simple terms to ensure better understanding by investors. (d) Wherever it is mentioned in the offer document that details are given elsewhere in the document, the same shall be adequately cross-referenced by indicating the page and paragraph numbers. (e) The offer document should not make any forward looking statements that cannot be substantiated. (f) Consistency may be ensured in the style of disclosures. If first person is used, the same may be used through out. Sentences that contain a combination of first and third persons may be avoided. (g) The issuer shall ensure that all material matters informed or reports circulated prior to the issue or thereafter by the issuer or any person on its behalf or attributed or attributable to the issuer having a material bearing in taking an informed decision shall also be covered in the offer document, except to the extent specifically disallowed under the regulations. 2 [(h) The issuer shall ensure that in the document of the Red Herring Prospectus, the document shall only be referred to as Red Herring Prospectus or RHP .] (2) An issuer making a public issue of specified securities shall make the following disclosures in the offer document. However, an issuer making a fast track issue of specified securities may not make the disclosures specified in Part B of this Schedule in the offer document. Further, an issuer making a further public offer of specified securities may not make the disclosures specified in Part C of this Schedule, in the offer document, if it satisfies the conditions specified in para 2 of that Part: (I) Cover Pages: The cover page shall be of adequate thickness (preferably minimum hundred gcm. quality). (A) Front Cover Pages: (1) The front outside and inside cover pages of the offer document shall be white and no patterns or pictures shall be printed on these pages. (2) The front outside cover page of the offer document shall contain only the following issue details: (a) The type of offer document ( Red Herring Prospectus / Shelf Prospectus / Prospectus ). 3 [(aa) The following clause shall be incorporated in a prominent manner, below the title of the offer document: Please read Section 60B of the Companies Act, 1956. ] (b) The name of the issuer, date and place of its incorporation, its logo, address of its registered office, its telephone number, fax number, contact person, website address, e-mail address and 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 document where details thereof are given. (c) The names of the promoters of the issuer. (d) The nature, number, price and amount of specified securities offered and issue size, as may be applicable. (e) The aggregate amount proposed to be raised through all the stages of offers of specified securities made through the shelf prospectus. (f) The following clause on Risks in relation to the First Issue (wherever applicable) shall be incorporated in a box format in case of an initial public offer: This being 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 (-----) and the issue price / floor price / price band is X-times of the face value. The issue price / floor price / price band (has been determined and justified by the lead merchant banker and the issuer as stated under the paragraph on Basis for Issue Price ) 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. (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 adequacy of this document. Specific attention of investors is invited to the statement of Risk factors given on page number(s) .. under the section General Risks (h) The following clause on Issuer s Absolute Responsibility clause shall be incorporated in a box format: 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 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. (i) The names, logos and addresses of all the lead merchant bankers with their titles who have signed the due diligence certificate and filed the offer document with the Board, along with their telephone numbers, fax numbers, website addresses and e-mail addresses. 4 [Where any of the merchant bankers is an associate of the issuer, it shall disclose the same and shall declare itself to be a 'Marketing Lead Manager'.] (j) The name, logo and address of the registrar to the issue, along with its telephone number, fax number, website address and e-mail address. (k) Issue schedule: (i) Date of opening of the issue. (ii) Date of closing of the issue. (iii) Date of earliest closing of the issue, if any. (l) Credit rating, if applicable. (m) The following details under the heading IPO Grading shall be incorporated in case of an initial public offer 5 [(if applicable)]: All the grades obtained for the initial public offer and reference to the page number(s) on which the details of IPO grading are given. (n) The name(s) of the recognised stock exchanges where the specified securities are proposed to be listed and the details of in-principle approval for listing obtained from these stock exchanges. (B) Back Cover Pages: The back inside cover page and back outside cover page shall be in white. (II) Table of Contents: The table of contents shall appear immediately after the front inside cover page. (III) Definitions and Abbreviations: (A) Conventional or general terms. (B) Issue related terms. (C) Issuer and industry related terms. (D) Abbreviations. (IV) Risk Factors: (A) The risk factors, other than those specified in sub-paras. (f), (g) and (h) of para. (2) of sub-item (A) of Item (I) above, shall be printed in clear readable font (preferably of minimum point ten size). (B) The 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 issuer. (C) The risk factors shall be determined on the basis of their materiality. In determining the materiality of risk factors, the following shall be considered : (1) Some risks may not be material individually but may be material when considered collectively. (2) Some risks may have an impact which is qualitative though not quantitative. (3) Some risks may not be material at present but may have a material impact in the future. (D) The risk factors shall appear in the offer document in the following manner: (1) The risks envisaged by the management. (2) The proposals, if any, to address the risks and the manner in which the same are proposed to be addressed. (E) The proposals to address risks shall not contain any speculative statement on the positive outcome of any litigation, etc. (F) The proposals to address risks shall not be given for any matter that is sub-judice before any Court / Tribunal. (G) The risk factors shall be disclosed in the descending order of materiality. Wherever risks about material impact are stated, the financial and other implications of the same shall be disclosed. If it cannot be quantified, a distinct statement about the fact that the implications cannot be quantified shall be made. (H) The disclosures of Risk factors shall include, where applicable, the following: (1) The criminal charges under Indian Penal Code and violations of securities law; (2) All statutory clearances and approval that are yet to be received by the issuer; (3) The seasonality of the business of the issuer; (4) The issue of specified securities by the issuer within the last twelve months at a price lower than the issue price; (5) The non-identification of acquisition targets, where any object of the issue is to finance acquisitions, along with the details of interim use of funds and the probable date of completing the acquisitions; (6) If the industry segment for which the issue is proposed by the issuer has contributed to less than twenty five per cent. of the revenues of the issuer in the last three fiscal years. (7) The dependence of the issuer or any of its business segments, upon a single customer or a few customers, the loss of any one or more of which would have a material adverse effect on the issuer. (8) The refusal of listing of any securities of the issuer or any of its subsidiaries or associates at any time by any of the recognised stock exchanges in India or abroad. (9) The failure of the issuer or any of its subsidiary or group companies to meet the listing requirements of any recognised stock exchange(s) in India or abroad and the details of penalty, if any including suspension of trading, imposed by such exchange(s). (10) The trading of any securities of the issuer on stock exchanges or in OTC market, if limited or sporadic. (11) In case of outstanding debt instruments issued to public or to any person on private placement basis by the issuer, the default in compliance with the material covenants such as in 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) The fact that the unsecured loans taken by the issuer, promoter, group companies or associates can be recalled by the lenders at any time. (13) The default in repayment of deposits or payment of interest thereon. The roll over of liability, if any. (14) The potential conflict of interest, if the promoters or directors of the issuer are involved with one or more ventures which are in the same line of activity or business as that of the issuer. (15) The shortfall in performance vis- -vis objects stated in the previous issues of the issuer and group companies, as disclosed under the heading Performance vis- -vis Objects in the section Other Regulatory and Statutory Disclosures , quantifying such shortfall or delays. (16) The interests of the promoters, directors or key management personnel of the issuer, other than reimbursement of expenses incurred or normal remuneration or benefits. (17) The portion of the issue proceeds, if proposed to be paid to the promoters, directors or key management personnel of the issuer or the group companies. (18) The relationship, if any, of the entities from whom the issuer has acquired the land or proposes to acquire land, with any of the promoters or directors of the issuer, along with the relevant details. (19) The lack of adequate background and experience of the promoters of the issuer in the activities for which the issue is proposed. (20) The excessive dependence on key management personnel for the project for which the issue is proposed (21) The loss making group companies of the issuer. (22) Any investment in debt instruments which are unsecured or which carry interest rate lower than the market rate. (23) The non-provision for decline in the value of investments. (24) A summary of the outstanding litigations, disputes, non-payment of statutory dues, overdues to banks or financial institutions, defaults against banks or financial institutions, contingent liabilities not provided for, the details of proceedings initiated for economic offences or civil offences (including the past cases, if found guilty), any disciplinary action taken by the Board or recognised stock exchanges, etc., pertaining to the issuer, promoter and wholetime directors of the issuer and group companies, along with the nature of the litigation, quantum of funds involved, with a cross reference to the page where the detailed disclosures have been made in the offer document. If any the above mentioned litigations, etc., arise after the filing the draft offer document, the facts shall be incorporated appropriately in the offer document. (25) The delay, if any, in the schedule of the implementation of the project for which the funds are being raised in the public issue. (26) The fact that the deployment of the issue proceeds is entirely at the discretion of the issuer and is not subject to any monitoring by any independent agency. (27) Negative cash flow, if any. (28) The fact that the land is not registered in the name of the issuer. (29) Any lack of arrangements in place for borrowings, bank finance or institutional finance in respect of working capital requirements. (30) Any restrictive covenants, as regards interests of equity shareholders, in a shareholders' agreement, promoters' agreement or any agreement for short term (secured and unsecured) and long term borrowings. (31) All disputed or contested tax demands and other government claims, along with the disclosures of amount, period for which such demands or claims are outstanding, financial implications and the status of the case. (32) The existence of large number of pending investor grievances against the issuer and other listed companies under the same management within the meaning of section 370 (1B) of the Companies Act, 1956. (33) The risks associated with second or residual charge or subordinated obligation created on the asset cover, in case of issue of secured convertible debt instruments. (34) The risk associated with orders not having been placed for plant and machinery indicating the percentage and value terms of the plant and machinery for which orders are yet to be placed (V) Prominent Notes: This section shall contain notes which are required to be given prominence and shall also include the following: (A) A disclosure to the effect that the investors may contact any of the merchant bankers who have submitted the due diligence certificate to the Board, for any complaint pertaining to the issue . (B) The net worth before the issue (as per latest audited financial statement disclosed in the offer document) and issue size. (C) The cost per share to the promoters and book value per share. (D) The details of the group companies having business interests or other interests in the issuer. (E) The details of transaction by the issuer with group or subsidiary companies during the last year, the nature of transactions and the cumulative value of transactions. (F) If there is a change in the name of the issuer at any time during the last three years immediately preceding the date of filing draft offer document with the Board, the reasons for the change and whether and when the objects clause of Memorandum of Association was amended to carry on activities as reflected by the new name. (G) 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 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 draft offer document with the Board. (VI) Introduction: (A) Summary: (1) The summary of the industry and business of the issuer. The summary shall not be one-sided to disclose the highlights of the issuer or issue. (2) Issue details in brief. (3) Summary consolidated financial, operating and other data. (B) General Information: (1) The name and address of the registered office and the registration number of the issuer, along with the address of the Registrar of Companies where the issuer is registered. (2) The board of directors of the issuer. (3) The brief details of the chairman, managing director, whole time directors, etc. of the issuer. (4) The names, addresses, telephone numbers, fax numbers and e-mail addresses of the Company Secretary, legal advisor and bankers to the issuer. (5) The name, address, telephone number, fax number and e-mail address of the compliance officer. (6) The names, addresses, telephone numbers, fax numbers, contact person, website addresses and e-mail addresses of the merchant bankers, co-managers, registrars to the issue, bankers to the issue, brokers to the issue, syndicate members, Self Certified Syndicate Banks, 6 [registrar to issue and share transfer agents, depository participants,] etc. (7) The names, addresses, telephone numbers, fax numbers and e-mail addresses of the auditors of the issuer. (8) The statement of inter-se allocation of responsibilities among lead merchant bankers, where more than one merchant banker is associated with the issue. (9) The 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) The details of all the credit ratings including unaccepted rating obtained for the issue of convertible debt instruments. (c) All the credit ratings obtained during three years prior to the filing the offer document for any of the issuer s listed convertible debt instruments at the time of accessing the market through a convertible debt instrument. (10) The following details of IPO Grading 7 [, if applicable]: (a) The names of all the credit rating agencies from which grading has been obtained for the initial public offer of specified securities. (b) The details of all the grades obtained from such credit rating agencies. (c) The rationale or description of the grading(s) so obtained, as furnished by the credit rating agency(ies). (11) The names, addresses, telephone numbers, fax numbers, website addresses and e-mail addresses of the trustees under debenture trust deed, in case of a public issue of convertible debt instruments. (12) The name of the monitoring agency, if appointed and the disclosure as to whether the appointment is pursuant to regulation 16 of these regulations. (13) The name, address, telephone number and e-mail address of the appraising entity, in case the project has been appraised. (14) Where the issue is being made through the book building process, the details in brief explaining the book building process. (15) The details of underwriting, if any: (a) The names, addresses, telephone numbers, fax numbers and e-mail addresses of the underwriters and the amount underwritten by them. (b) Declaration by the board of directors of the issuer that the underwriters have sufficient resources to discharge their respective obligations. (c) In case of partial underwriting of the issue, the extent of underwriting. (d) The details of final underwriting arrangement indicating actual number of specified securities underwritten, in the prospectus or red herring prospectus before it is registered with Registrar of Companies. (e) 8 [ The underwriting agreement shall list out the role and obligations of each syndicate member and inter-alia contain a clause stating that margin collected shall be uniform across all categories indicating the percentage to be paid as margin by the investor at the time of bidding.] (C) Green Shoe Option, if applicable: (1) The name of the stabilising agent. (2) The maximum number of equity shares, in number and as a percentage of the proposed issue size, proposed to be over-allotted by the issuer. (3) The period for which the issuer proposes to avail of the stabilisation mechanism. (4) The maximum increase in the equity share capital of the issuer and the shareholding pattern, post-issue, in case the issuer is required to allot further equity shares to the extent of over-allotment in the issue. (5) The maximum amount of funds to be received by the issuer in case of further allotment and the use of these additional funds shall be disclosed in the offer document. (6) The 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. (7) The exact number of equity shares to be allotted 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. (D) Capital Structure: (1) The capital structure shall be presented in the following manner in a tabular form: (a) The 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, reservation for specified categories and net offer to public (number of securities, description, aggregate nominal value and issue amount (to be disclosed in that order), names of the group companies if reservation has been made for shareholders of the group companies and applicable percentages may be given in case of a book built issue). (c) Paid up capital: (i) After the issue. (ii) After conversion of convertible instruments (if applicable). (d) Share premium account (before and after the issue). (2) The following notes shall be incorporated after the details of capital structure: (a) The details of the existing share capital of the issuer in a tabular form, indicating therein with regard to each allotment, the date of allotment, the number of shares allotted, the face value of the shares allotted and the form of consideration. (b) Where shares have been issued for consideration other than cash or out of revaluation reserves at any point of time, the details shall be furnished in a separate table, indicating the date of issue, persons to whom issued, price, reasons for the issue and whether any benefits have accrued to the issuer out of the issue. (c) Where shares have been allotted in terms of any scheme approved under sections 391-394 of the Companies Act, 1956, the fact shall be distinctly stated and the details of such shares allotted shall be given, along with the page numbers of the offer document where extensive details of such scheme is given. (d) In case of bonus shares made out of revaluation reserves, the same shall be separately mentioned indicating the date of issue and the date of revaluation of assets. (e) The disclosures specified at paras (a) to (d) above shall be subject to the following: (i) Where the issuer has issued equity shares under one or more employee stock option schemes, particulars of equity shares issued under the employee stock option schemes may be aggregated quarter-wise, indicating the aggregate number of equity shares issued and the price range within which equity shares have been issued in each quarter. (ii) Where item (i) is applicable, a document giving date-wise details of equity shares issued under employee stock option schemes, including the price at which such equity shares were issued, shall be made available as a material document for inspection. (f) If the issuer has made any issue of specified securities at a price lower than the issue price during the preceding one year, specific details of the names of the persons to whom such specified securities have been issued, whether they are part of promoters group, reasons for such issue and the price shall be given. (g) The proposal or intention, negotiations and consideration of the issuer to alter the capital structure by way of split or consolidation of the denomination of the shares, or issue of specified securities on a preferential basis or issue of bonus or rights or further public issue of specified securities or qualified institutions placement, within a period of six months from the date of opening of the present issue. (h) The total shareholding of the promoters in a tabular form, clearly stating the name of the promoter, nature of issue, date of allotment, number of shares, face value, issue price/ consideration, date when the shares were made fully paid up, percentage of the total pre and post issue capital, the lock in period, if any and the number and percentage of pledged shares, if any, held by each promoter. (i) The details of: (i) the aggregate shareholding of the promoter group and of the directors of the promoters, where the promoter is a body corporate. (ii) the aggregate number of specified securities purchased or sold by the promoter group and/or by the directors of the company which is a promoter of the issuer and/or by the directors of the issuer and their immediate relatives (as defined in sub-clause (ii) of clause (zc) of sub-regulation (1) of regulation 2 9 [)] within six months immediately preceding the date of filing draft offer document with the Board. (iii) 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 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 draft offer document with the Board. (iv) the maximum and minimum price at which purchases and sales referred to in clause (ii) were made, along with the relevant dates. (j) Promoters contribution: (i) The details of promoters contribution and lock-in period in a tabular form, separately in respect of each promoter, stating the date of allotment of specified securities, the date when fully paid up, the nature of allotment (rights, bonus, preferential etc.), the number, face value and issue price, the percentage of promoters contribution to total issued capital and the date upto which the specified securities are subject to lock-in. (ii) In the case of an initial public offer, the details regarding individual allotments shall be given from the date of incorporation of the issuer. In the case of a listed issuer, the details shall be given for five years immediately preceding the date of filing the draft offer document. (iii) The shares acquired by promoters through public issue, rights issue, preferential issue, bonus issue, conversion of depository receipts or under any employee stock option scheme or employee stock purchase scheme shall be shown separately from the shares acquired in the secondary market. The aggregate cost of shares acquired in the secondary market, if available. (iv) The details of compliance with regulation 32 10 [and regulation 33] has been complied with. (v) If the issuer is exempt from the requirements of promoters contribution, the relevant provisions under which it is exempt. (vi) A statement that promoters contribution has been brought in to the extent of not less than the specified minimum lot and from persons defined as promoters under these regulations. (vii) A statement that the promoters undertake to accept full conversion, if the promoters contribution is in terms of the same optionally convertible debt instrument as is being offered to the public. (k) A statement that the issuer, its directors or the lead merchant bankers have not entered into any buy back arrangements for purchase of the specified securities of the issuer, other than the arrangements, if any, entered for safety net facility as permitted in the Regulations. In case any safety net is provided in the issue, the lead merchant banker shall certify that the person offering the safety net has the ability to honour the commitments and disclose the same in the offer document. Further, complete details shall be given regarding safety net arrangements such as number of specified securities covered, duration, price, complete terms of guarantee, if any, given by any person, including conditions subject to which the guarantee may be invoked. (l) A statement that an over-subscription to the extent of ten per cent. of the net offer to public can be retained for the purpose of rounding off to the nearer multiple of minimum allotment lot. (m) A disclosure to the effect that all securities offered through the issue shall be made fully paid-up or may be forfeited for non-payment of calls within twelve months from the date of allotment of securities (n) A disclosure stating that: (i) The 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 among the reserved categories shall be added back to the net offer to the public portion. (iii) In case of under-subscription in the net offer to the public portion, spill-over to the extent of under subscription shall be permitted from the reserved category to the net offer to public portion. (o) The following details regarding major shareholders: (i) The names of the ten largest shareholders of the issuer as on the date of registering the offer document with the Registrar of Companies. (ii) The 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) The particulars specified in items (i) and (ii) as on a date two years prior to the date of registering the offer document with the Registrar of Companies. (iv) The particulars specified in items (i) and (ii) as on a date ten days prior to the date of registering the offer document with the Registrar of Companies. (v) If the issuer has made an initial public offer of specified securities within the immediately preceding two years prior to filing draft offer document with the Board, the particulars specified in items (i), (ii), (iii) and (iv) shall be disclosed to indicate separately the names of the persons who acquired equity shares by subscription to the public issue and those who acquired the equity shares by allotment on a firm basis or by private placement. (p) The details of shareholding, if any, of the lead merchant bankers and their associates in the issuer. (q) In case it is not possible to obtain information regarding sales and purchases of specified securities by any relative of the promoters, the information shall be disclosed on the basis of the transfers as recorded in the books of the issuer and/or the depository, as applicable and a statement to such effect shall be made in the offer document. (r) The details of options granted or equity shares issued under any scheme of employee stock option or employee stock purchase of issuer, in last three years (separately for each year) and on a cumulative basis for all options or equity shares issued prior to the date of the offer document, including the following details in cases where options granted to employees in pursuance of any employee stock option scheme existing prior to the initial public offer, are outstanding at the time of the initial public offer: (i) options granted; (ii) the pricing formula; (iii) options vested; (iv) options exercised; (v) the total number of shares arising as a result of exercise of option; (vi) options lapsed; (vii) variation of terms of options; (viii) money realised by exercise of options; (ix) total number of options in force; (x) employee-wise details of options granted to: senior managerial personnel; any other employee who receives a grant in any one year of options amounting to five per cent or more of options granted during that year; identified employees who were granted options, during any one year, equal to or exceeding one per cent. of the issued capital (excluding outstanding warrants and conversions) of the issuer at the time of grant; (xi) diluted Earnings Per Share pursuant to issue of equity shares on exercise of options calculated in accordance with Accounting Standard (AS) 20 Earnings Per Share . (xii) where the issuer has calculated the employee compensation cost using the intrinsic value of the stock options, the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognised 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) weighted average exercise prices and weighted average fair values of options whose exercise price either equals or exceeds or is less than the market price of the stock. (xiv) a description of 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. (xv) the 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 clause 13 of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 in respect of options granted in the last three years. (xvi) the intention of the holders of the 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 (aggregate number of equity shares intended to be sold by the holders of options), if any. In case of an employee stock option scheme, this information same shall be disclosed regardless of whether equity shares arise out of options exercised before or after the initial public offer. (xvii) specific disclosures about the intention to sell equity shares arising out of an employee stock option scheme or allotted under an employee stock purchase scheme within three months after the date of listing, by directors, senior managerial personnel and employees having equity shares issued under an employee stock option scheme or employee stock purchase scheme amounting to more than one per cent. of the issued capital (excluding outstanding warrants and conversions), which inter-alia shall include name, designation and quantum of the equity shares issued under an employee stock option scheme or employee stock purchase scheme and the quantum they intend to sell within three months. 11 [(xviii) the details of the number of shares issued in ESPS, the price at which such shares are issued, employee-wise details of the shares issued to senior managerial personnel; any other employee who is issued shares in any one year amounting to 5% or more shares issued during that year; identified employees who were issued shares during any one year equal to or exceeding 1% of the issued capital of the company at the time of issuance; (xix) diluted Earning Per Share (EPS) pursuant to issuance of shares under ESPS; and consideration received against the issuance of shares.] (s) In case of a listed issuer, which has earlier (after being a listed issuer) made any preferential allotment or bonus issue of specified securities or qualified institutions placement of eligible securities, a confirmation that the relevant provisions of the regulations have been complied with. (VII) Particulars of the Issue: (A) Objects of the Issue: (1) The objects of the issue shall be disclosed. (2) If one of the objects is investment in a joint venture or a 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 rate of interest, nature of security, terms of repayment, subordination, etc. (d) If the investment is in equity, whether any dividends are assured; (e) The 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 the grant of a loan to any entity, 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 loan is to be granted to a subsidiary, group or associate company, details of the same. (4) If one of the objects of the issue is utilisation of the issue proceeds for long term working capital, the following additional disclosures shall be made. (a) Basis of estimation of working capital requirement along with the relevant assumptions. (b) Reasons for raising additional working capital substantiating the same with relevant facts and figures. (c) Details of the projected working capital requirement, including detailed assessment of working capital after implementation of the project or achievement of objects of the issue, as the case may be, capacity utilisation assumptions, break up of expected current assets into raw materials, finished goods, work in progress, sundry debtors etc., with assumption about the holding norms for each type of current asset, total current liabilities, net current assets and envisaged sources of finance for net current assets, i.e., bank finance, institutional finance, own funds ,etc.. (d) The total envisaged working capital requirement in a tabular form, the margin money thereof and the portion to be financed by any bank(s) or otherwise. (e) A complete perspective on the present working capital position vis- -vis the projected one based on which the money is proposed to be raised in the public issue. (f) Details of the existing working capital available to the issuer with a break up for total current assets into raw materials, finished goods, work in progress, sundry debtors, etc., total current liabilities, net current assets and sources of finance for net current assets i.e. bank finance, institutional finance, own funds etc.. (g) If no working capital is shown a part of project, the reasons therefor. (5) Disclosure of asset cover etc. in case of public issue of secured convertible debt instruments: The details of the assets on which security/ asset cover, if required, shall be created, the basis for computation of the security/asset cover, the valuation methods, the periodicity of such valuation and the ranking of the charge(s). 12 [(6) Full disclosures in the draft offer document or offer document as the case may be, shall be made for warrants issued along with public issue or rights issue, regarding the objects towards which the funds from conversions of warrants are proposed to be used. In such cases, the provisions of this Part dealing with Objects of the Issue shall apply, mutatis mutandis.] (B) Requirement of Funds: (1) The requirement for funds proposed to be raised through the issue. (2) Where the issuer proposes to undertake more than one activity, such as diversification, modernisation, expansion, etc., the total project cost shall be given activity-wise or project wise, as the case may be. (3) 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. (4) The details of all material existing or anticipated transactions in relation to utlisation 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. (C) Funding Plan (Means of Finance): (1) An undertaking shall be given in the offer document by the issuer confirming 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 proposed issue and existing identifiable internal accruals, have been made. (2) The balance portion of the means of finance for which no firm arrangement has been made shall be mentioned without specification. (3) The details of funds tied up and the avenues for deployment of excess proceeds, if any. (D) Appraisal: (1) The scope and purpose of the appraisal, if any, along with the date of appraisal. (2) The cost of the project and means of finance shall be as per the appraisal report. (3) The revision, if any, in the project cost and the means of finance after the date of issue of the appraisal report shall be explained and disclosed. (4) The weaknesses and threats, if any, given in the appraisal report, shall be disclosed by way of risk factors. (E) Schedule of Implementation: (1) 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. (F) Deployment of Funds: (1) The 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 registering the offer document with the Registrar of Companies, as certified by a Chartered Accountant, along with the name of the chartered accountant and the date of the certificate. (2) Where the promoters contribution has been brought prior to the public issue and has already been deployed by the issuer, the issuer shall give the cash flow statement in the offer document disclosing the use of such funds received as promoters contribution. (G) Sources of Financing of Funds Already Deployed: The 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) Deployment of Balance Funds: Year-wise break up of the expenditure proposed to be incurred on the project. (I) 13 [Interim Use of Funds: Net issue proceeds pending utilization (for the stated objects) shall be deposited only in the scheduled commercial banks included in the Second Schedule of Reserve Bank of India Act, 1934.] (J) Basic Terms of Issue (K) Basis for Issue Price: (1) The basis for issue price, floor price or price band, as the case may be, shall be disclosed and justified by the issuer in consultation with the lead merchant banker on the basis of the following information, which shall be also disclosed separately: (a) Earnings Per Share and Diluted Earnings Per Share, pre-issue, for the last three years (as adjusted for changes in capital). (b) Price Earning ratio pre-issue. (c) Average Return on Net Worth in the last three years. (d) Minimum Return on Increased Net Worth required to maintain pre-issue Earnings Per Share. (e) Net Asset Value per share based on last balance sheet. (f) Net Asset Value per share after issue and comparison thereof with the issue price. (g) An illustrative format of disclosure in respect of basis for issue price is given hereunder: (1) Adjusted Earning Per Share (EPS) and Adjusted Diluted EPS (a) 1992-93 ₹ 0.41 (b) 1993-94 ₹ 8.39 (c) 1994-95 ₹ 13.82 (d) Weighted Average ₹ 10.94 (2) Price/ Earning Ration (P/E) in relation to Issue Price (a) Based on 94/95 EPS 37.63 (b) Industry P/E (i) Highest 61.2 (ii) Lowest 0.8 (iii) Average 25.3 (*Based on Economic Times of 26/6/95) (3) Return on Net Worth (a) 1992-93 27.36% (b) 1993-94 28.77% (c) 1994-95 33.45% (d) Weighted Average 30.88% (4) Minimum Return on Total Net Worth after Issue needed to maintain EPS at ₹ 13.82 14.65% (5) Net Asset Value (a) As at 31-3-1995 ₹ 46.40 (b) After issue ₹ 94.29 (c) Issue price ₹ 520.00 14 [(h) Comparison of accounting ratios of the issuer as mentioned in items (a) to (g) above with the industry average and with the accounting ratios of the peer group (i.e. companies of comparable size in the same industry). The source from which industry average and accounting ratios of the peer group has been taken shall be indicated. In this regard, the following shall be ensured: Consistency in comparison of financial ratios of issuer with companies in the peer group, i.e., ratios on standalone/ consolidated basis of issuer shall be compared with ratios on standalone/consolidated basis of peer group, respectively. Explicit statement as to whether the financial ratios (of issuer as well as its peer group) are either on standalone or consolidated basis. Financial information relating to companies in the peer group shall be extracted from regulatory filings made by such companies to compute corresponding financial ratios. (i) The fact of dilution of financial ratios consequent upon issue of bonus shares, if any, and justification of the issue price after taking into account the diluted ratios with reference to expanded capital. (j) In case of a book built issue, the following statement shall be disclosed in the red herring prospectus: The issue price has been determined by the issuer in consultation with the book runner(s), on the basis of assessment of market demand for the offered securities by way of book-building. (k) The face value of equity shares and the statement that the issue price, floor price or price band, as the case may be, is X times of the face value. (l) The accounting ratios disclosed in the offer document 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. (2) The issuer shall not proceed with the issue in case the accounting ratios mentioned in items (a) to (g) above do not justify the issue price. (3) In case the option of differential pricing under regulation 29 has been availed, justification for the price difference shall be given in the offer document. (4) Issue of debt instruments bearing interest less than bank rate: Whenever fully convertible debt instruments are issued bearing interest at a rate less than the Bank Rate, the offer document shall contain 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 FCDs to the date(s) of conversions). (L) Tax Benefits: Any special tax benefits for the issuer and its shareholders. (VIII) About the Issuer: (A) Industry Overview (B) Business Overview (1) Details of the business of the issuer: (a) Location of the project; (b) Plant, machinery, technology, process, etc.: (i) Details shall be given in a tabular form, which shall include the details of the 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. (iv) 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. (c) Collaborations, any performance guarantee 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. (e) Products or services of the issuer: (i) The nature of the product(s), that is, consumer or industrial and end users. (ii) The details about the market, including details of the competition, past production figures for the industry, existing installed capacity, past trends and future prospects regarding exports (if applicable), demand and supply forecasts (if given, should be essentially with assumptions unless sourced from a market research agency of repute), etc. The source of data used shall be mentioned. (iii) The approach to marketing and proposed marketing set up. (iv) The export possibilities and export obligations, if any (in case of a issuer providing any service particulars, as applicable). (2) Business strategy: (a) A brief statement about business strategy. (b) A brief statement about future prospects, including the following: (i) Capacity and Capacity Utilisation: A table shall be incorporated giving the existing installed capacities for each product, capacity utilisation for these products in the previous three years, proposed capacities for existing as well as proposed products and the assumptions for future capacity utilisation for the next three years (from the date of commencement of commercial production) in respect of existing as well as proposed products. If the projected capacity utilisation is higher than the actual average capacity utilisation by more than 25% during the previous three years, how the issuer proposes to achieve the projected levels of capacity utilisation in view of its failure to achieve levels of similar capacity utilisation in the past, shall be stated. (ii) No forecast of projections relating to financial performance of the issuer shall be given in the offer document. (3) Intellectual property rights: (a) If the issuer is entitled to certain intellectual property rights such as trade marks, brand names, etc. whether the same are legally held by the issuer and whether all formalities in this regard have been complied with. (b) In case the intellectual property rights are not registered in the name of the issuer, the name of the entity with which they are registered. (c) In case the intellectual property rights are registered in the name of entity in which the promoters are interested, the salient features of the agreement entered into for the use of the intellectual property rights by the issuer. (4) Property (5) Purchase of property: (a) As respects any property referred to in sub-clause (b): (i) the names, address, descriptions and occupations of the vendors; (ii) the amount paid or payable in cash, shares or debentures to the vendor and, where there is more than one separate vendor, or the issuer is a sub purchaser, the amount so paid or payable to each vendor, specifying separately the amount, if any, paid or payable for goodwill; (iii) the nature of the title or interest in such property acquired or to be acquired by the issuer; (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 issuer or any person who is, or was at the time of the transaction, a promoter, or a director or proposed director of the issuer 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 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 offer document or the purchase or acquisition of which has not been completed at the date of issue of the offer document, other than property: (i) the contract for the purchase or acquisition whereof was entered into in the ordinary course of the issuer s business, the contract not being made in contemplation of the issue nor the issue in consequence of the contract; or (ii) as respects which the amount of the purchase money is not material. for the purpose of this clause, where a vendor is a firm, the members of the firm shall not be treated as separate vendors. if the issuer proposes to acquire a business which has been carried on for less than three years, the length of time during which the business has been carried. (6) Land : (a) The names of the entities from whom the land has been acquired/ proposed to be acquired alongwith the cost of acquisition, along with the relation, if any, of such entities to any promoter or director of the issuer. (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) The figures appearing under this section shall be consistent with the figures appearing under the section Cost of the Project . (C) Key Industry-Regulation (if applicable) (D) History and Corporate Structure of the issuer: (1) History and main objects and present business of the issuer including the following details: (a) Details of the issuer such as the date of incorporation, date of commencement of business, date of conversion of partnership into 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 therefore, dates on which the Memorandum of Association of the issuer have been amended citing the details of amendment. (b) Details of the major events in the history of the issuer, including the details of: (i) Capacity/facility creation, location of plant, products, marketing, competition etc. (ii) Raising of capital in form of equity or debt, (iii) Time/cost overrun in setting up projects including the proposed project, (iv) Defaults or rescheduling of borrowings with financial institutions/ banks, conversion of loans into equity along with reasons thereof, lock out, strikes and reasons for the same etc. (v) Negative features like time / cost overrun, defaults and lock out / strikes etc (vi) Details regarding the changes in the activities of the issuer during the last five years which may have had a material effect on the profits/loss, including discontinuance of lines of business, loss of agencies or markets and similar factors. (c) Complete details of the subsidiaries and holding company, if applicable. (d) Corporate profile of the issuer regarding its history, the description of the activities, services, products, market of each segment, the growth of the issuer, exports and profits due to foreign operations together with the country-wise analysis, the standing of the issuer with reference to the prominent competitors with reference to its products, management, major suppliers and customers, environmental issues, segment, i.e. geographical, etc. (e) Injunction or restraining order, if any, with possible implications. (f) The technology, market, managerial competence and capacity built-up. (g) Details regarding acquisition of business/undertakings, mergers, amalgamation, revaluation of assets etc, if any. (h) The number of members/ shareholders of the issuer. (2) Main objects as set out in the Memorandum of Association of the issuer (3) Details regarding subsidiary(ies) of the issuer including: (a) Name of the subsidiary; (b) nature of business; (c) capital structure; (d) shareholding of the issuer; (e) amount of accumulated profits or losses of the subsidiary(ies) not accounted for by the issuer; (f) 15 [***] (4) Shareholders' agreements: (a) Key terms of subsisting shareholders agreements, if any (to be provided even if the issuer is not a party to such an agreement, but is aware of such an agreement). (b) Guarantees, if any, given to third parties by the promoters offering their shares in the proposed offer for sale, stating reasons, amount, obligations on the issuer, period of guarantee, financial implications in case of default, security available, consideration etc. (c) All such agreements shall be included in the list of material contracts required under sub-item (A) of Item 16 [(XVI)]. (5) Other agreements: (a) The dates, parties to, and general nature of every other material contract, not being a contract entered into in the ordinary course of the business carried on or intended to be carried on by the issuer or a contract entered into more than two years before the date of the offer document. (b) All such agreements shall be included in the list of material contracts required under sub-item (A) of Item (XII) (6) Strategic partners. (7) Financial partners. (E) Management: (1) Board of Directors: (a) Name, age, qualifications, Director Identification Number, experience, address, occupation and date of expiration of the current term of office of manager, managing director, and other directors (including nominee directors, whole-time directors), giving their directorships in other companies. 17 [(ai) Details of current and past directorship(s) in listed companies whose shares have been/were suspended from being traded on the Bombay Stock Exchange Ltd. National Stock Exchange of India Ltd., as follows: Name of the Company : Listed on [give name of the Stock Exchange(s)] : Date of Suspension on stock exchanges : Suspended more than three months: Yes/No. If yes, reasons for suspension and period of suspension. Whether suspension revoked: Yes/No. If yes, date of revocation of suspension. Term (along with relevant dates) of Director in the above company(ies). Explanation : The above details shall be given with respect to a period of five years prior to date of filing of draft offer document and ought to be updated upto the date of filing of RHP. In case of offer documents for fast track issues filed under Regulation 10, the period of five years shall be reckoned on the date of filing of prospectus with Registrar of Companies or letter of offer with the designated stock exchange. (a)(ii) Details of current and past directorship(s) in listed companies which have been/were delisted from the stock exchange(s), 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 : Whether relisted: Yes/No. If yes, date of relisting on [give name of the Stock Exchange(s)]: Term (alongwith relevant dates) of Director in the above company/ies.] (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. (e) Details of borrowing powers. (2) Compensation of Managing Directors/ Whole time Directors: (a) The dates, parties to, and general nature of every contract appointing or fixing the remuneration of a Director, Whole-time Director, Managing Director or Manager whenever entered into within or more than, two years before the date of the offer document. During the last financial year, the amount of compensation paid, and benefits in kind granted on an individual basis to all such persons, by the issuer for services in all capacities to the issuer. The disclosure shall also cover contingent or deferred compensation accrued for the year, even if the compensation is payable at a later date. (b) If any portion of the compensation was paid pursuant to a bonus or profit-sharing plan, a brief description of the plan and the basis upon which the directors participate in the plan. (c) All such contracts shall be included in the list of material contracts required under sub-item (A) of Item (XII). (3) Shareholding of directors, including details of qualification shares held by them, wherever applicable. (4) Interest of directors: (a) Full particulars of the nature and extent of the interest, if any, of every Director. (i) in the promotion of the issuer; or (ii) in any property acquired by the issuer within two years of the date of the offer document 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 shall be disclosed. (5) Change, if any, in the directors during the last three years, and reasons, thereof. (6) Management Organisation Structure. (7) Corporate Governance: (a) 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 (b) Details relating to the issuer's audit committee and remuneration committee, including the names of committee members and a summary of the terms of reference under which the committees operate shall also be disclosed. (8) Key Management Personnel: (a) Details of the key management personnel as on the date of filing the offer document with the Board 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. (b) Name, business experience, functions and areas of experience in the issuer. (c) The nature of any family relationship between any of the key managerial personnel. (d) Any arrangement or understanding with major shareholders, customers, suppliers or others, pursuant to which any of the key managerial personnel, was selected as a director or member of senior management. (e) During the last financial year, the amount of compensation paid, and benefits in kind granted, to the key managerial personnel on an individual basis, by the issuer for services in all capacities to the company. The disclosure shall also cover contingent or deferred compensation accrued for the year, even if the compensation is payable at a later date. (f) If any portion of the compensation was paid pursuant to a bonus or profit-sharing plan, a brief description of the plan and the basis upon which the key management personnel participate in the plan. (g) Disclose status of key management personnel, whether they are in the employment as permanent employees or otherwise. (h) The shareholding of the key management personnel. (i) Bonus or Profit Sharing Plan for the key management personnel. (j) Changes in the Key Management Personnel: Any change otherwise than by way of retirement in the normal course in the senior key management personnel particularly in charge of production, planning, finance and marketing during the last three years prior to the date of filing the offer document with the Board shall be disclosed. If the turnover of key management personnel is high compared to the industry, reasons should be 18 [disclosed]. (9) Employees: (a) Refer the page of the offer document where disclosures regarding employees stock option scheme/ employees stock purchase scheme of the issuer, if any, as required by the Regulations or Regulations of the Board relating to Employee Stock Option Scheme and Employee Stock Purchase Scheme, is given. (b) Payment or Benefit to Officers of the issuer (non-salary related): Any amount or benefit paid or given within the two preceding years or intended to be paid or given to any officer and consideration for payment of giving of the benefit. (F) Promoters/ Principal Shareholders: (1) Where the promoters are individuals: (a) A complete profile of the promoters, including their name, age, personal addresses, educational qualifications, experience in the business or employment and in the line of business proposed in the offer document, positions/posts held in the past, Directorship held, other ventures of each promoter, special achievements, their business and financial activities, photograph, voter ID number, driving license number shall be disclosed. (b) A declaration, confirming that Permanent Account Number, Bank Account Number and Passport Number of the promoters have been submitted to the recognised stock exchanges on which the specified securities are proposed to be listed, at the time of filing the draft offer document with them; (2) Where the promoters are companies: (a) History of the companies and the promoters of the companies shall be furnished. 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 shall be disclosed. (b) Details of change in control or management of the promoter companies, if any, including details of the persons who held the controlling interest in the three years immediately preceding the filing the draft offer document. (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 recognised stock exchanges on which the specified securities are proposed to be listed, at the time of filing the draft offer document with them; 19 [(2A) Where the shares for lock-in towards minimum promoters contribution is offered by principal shareholders such as Venture Capital Funds or Foreign Venture Capital Investors registered with SEBI: (a) Details of Fund Manager; (b) Generic details of the Fund which is the investor in the issuer company; (c) Details such as total number of investors in the Fund, distribution of investors category - wise (institutional, corporate, individual etc.) and percentage stake held by each investor category; (d) Details of companies funded by the Funds, namely:- (i) Total number of companies funded; (ii) Distribution of such companies- country wise, holding period wise, sector wise; (iii) Number of companies under the control of the Fund, directly or indirectly; (iv) In respect of companies where such Funds have offered their shares for lock-in as part of minimum promoter s contribution:- Name of the company Date of listing on each stock exchange Fund s shareholding in the company as on the date of listing Fund s shareholding in the company as on the date of filing of the DRHP of the company that now seeks to get listed (e) Average holding period of the Fund s investments; (f) Sector focus/core specialization of the Fund, if applicable.] (3) If the present promoters are not the original promoters and control of the issuer was acquired within five years immediately preceding the date of filing draft offer document with the Board, disclosure shall be made of the details regarding the acquisition of control, date of acquisition, terms of acquisition, consideration paid for acquisition and compliance with the provisions of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and Listing Agreement as applicable. (4) If there is no identifiable promoter, such fact shall be disclosed and a further disclosure shall be made of the shareholders who control individually or as a group, fifteen per cent. or more of the voting rights of the issuer and of persons, if any, who have the right to appoint director(s) on the board of directors of the issuer. (5) If the promoters do not have experience in the proposed line of business, that fact shall be disclosed explaining how the proposed activities would be carried out/managed. (6) If the promoters have any interest in the issuer other than as promoters, brief details of the interest shall be given along with cross-reference to the pages on which extensive details have been given in the offer document. (7) The following information in respect of all the group companies shall be given wherever applicable: (a) the name and type of organisation (b) brief description of the business; (c) nature and extent of interest of the promoters (8) Full particulars of the nature and extent of the interest, if any, of every promoter, directors or group companies : (a) in the promotion of the issuer; or (b) in any property acquired by the issuer within two years of the date of filing draft offer document with the Board 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 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. (d) 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 (9) Payment or benefit to promoters of the issuer: Any amount or benefit paid or given within the two years preceding the date of filing draft offer document with the Board or intended to be paid or given to any promoter or promoter group and consideration for payment of giving of the benefit. (G) Currency of presentation: One standard financial unit shall be used in the offer document. (H) Dividend policy (IX) Financial Statements: 20 [[Notes: 1. The financial informations specified in this item shall be certified by only those auditors who have subjected themselves to the peer review process of the Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Board of the ICAI. 2. All financial informations specified in this item must be reaudited for one full financial year and the stub period, by the auditor certifying them in case where the financial statements were audited by an auditor who had not been subjected to peer review process of ICAI.]] (A) Selected Consolidated Financial and Operating data: (1) The consolidated financial statement prepared on the basis of Accounting Standard 21(AS 21) Consolidated Financial Statements issued by the Institute of Chartered Accountants of India shall be incorporated in the offer document. (2) All the notes to the accounts, significant accounting policies as well as the auditors qualifications shall be incorporated. (B) Financial Information of the issuer: (1) A report by the auditors of the issuer with respect to: (a) profits and losses and assets and liabilities, in accordance with para (2) or (3) of sub-item (B) of Item (IX), as the case may require; and (b) the rates of dividends, if any, paid by the issuer in respect of each class of shares in the issuer for each of the five financial years immediately preceding the issue of the offer document, giving particulars of each class of shares on which such dividends have been paid and particulars of the cases in which no dividends have been paid in respect of any class of shares for any of those years; and, if no accounts have been made up in respect of any part of the period of five years ending on a date three months before the issue of the offer document, containing a statement of that fact (and accompanied by a statement of the accounts of the issuer in respect of that part of the said period up to a date not earlier than six months of the date of issue of the offer document indicating the profit or loss for that period and the assets and liabilities position as at the end of that period together with a certificate from the auditors that such accounts have been examined and found correct by them. The said statement may indicate the nature of provision or adjustments made or are yet to be made). (2) If the issuer has no subsidiaries, the report shall: (a) so far as regards profits and losses, deal with the profits or losses of the issuer (distinguishing items of a non- recurring nature) for each of the five financial years immediately preceding the issue of the offer document; and (b) so far as regards assets and liabilities, deal with the assets and liabilities of the issuer at the last date to which the accounts of the issuer were made up. (3) If the issuer has subsidiaries, the report shall: (a) so far as regards profits and losses, deal separately with the issuer s profits or losses as provided by para (2) of sub-item (B) of Item (IX) 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; or (ii) individually with the profits or losses of each subsidiary, so far as they concern the members of the issuer; or, instead of dealing separately with the issuer s profits or losses, deal as a whole with the profits or losses of the issuer, and, so far as they concern the members of the issuer, with the combined profits or losses of its subsidiaries; and (b) so far as regards assets and liabilities, deal separately with the issuer s assets and liabilities as provided by para (2) of sub-item (B) of Item (IX) and in addition, deal either: (i) as a whole with the combined assets and liabilities of its subsidiaries, with or without the issuer s assets and liabilities; or (ii) individually with the assets and liabilities of each subsidiaries; and shall indicate as respects the assets and liabilities of the subsidiaries, the allowance to be made for persons other than the members of the issuer. (4) If the proceeds, or any part of the proceeds, of the issue of the shares or debentures are, or is, to be applied directly or indirectly: (a) in the purchase of any business; or (b) in the purchase of an interest in any business and by reason of that purchase, or anything to be done in consequence thereof, or in connection therewith; the issuer will become entitled to an interest as respects either the capital or profits and losses or both, in such business exceeding fifty percent, thereof; a report made by accountants (who shall be named in the offer document) upon: (i) the profits or losses of the business of each of the five financial years immediately preceding the issue of the offer document; and (ii) the assets and liabilities of the business at the last date to which the accounts of the business were made up, being a date not more than one hundred and twenty days before the date of the issue of the offer document. (5) (a) If: (i) the proceeds, or any part of the proceeds, of the issue of the shares or debentures are or is to be applied directly or indirectly in any manner resulting in the acquisition by the issuer of shares in any other body corporate; and (ii) by reason of that acquisition or anything to be done in consequence thereof or in connection therewith, that body corporate will become a subsidiary of the issuer; a report shall be made by accountants (who shall be named in the offer document) upon: the profits or losses of the other body corporate for each of the five financial years immediately preceding the issue of the offer document; and the assets and liabilities of the other body corporate at the last date to which its accounts were made up. (b) The said report shall: (i) indicate how the profits or losses of the other body corporate dealt with by the report would, in respect of the shares to acquired, have concerned members of the issuer and what allowance would have fallen to be made, in relation to assets and liabilities so dealt with for holders of other shares, if the issuer 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 and its subsidiaries. (6) Principal terms of loan and assets charged as security: Brief terms and conditions of the term loans including re-schedulement, prepayment, penalty, default, etc. (7) (a) Age-wise analysis of sundry debtors shall be given. (b) Aggregate book value of quoted investments as well as aggregate market value of quoted investments shall be disclosed. (8) All significant accounting policies and standards followed in the preparation of the financial statements shall be disclosed including all notes thereto and the auditors qualifications shall be incorporated. (9) 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: (a) Adjustments/ rectification for all incorrect accounting practices or failures to make provisions or other adjustments which resulted in audit qualifications.. Audit qualifications, which have not been given effect to, if any, shall be highlighted along with the management comments. If the impact of non-provisions is not considered ascertainable, then a statement to that effect by the auditors (b) 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 or loss occurred. (c) Where there has been a change in accounting policy, the profits or losses of the earlier years (required to be shown in the offer document) and of the year in which the change in the accounting policy has taken place shall be recomputed to reflect what the profits or losses of those years would have been if a uniform accounting policy was followed in each of these years. (d) If an incorrect accounting policy is followed, the re-computation of the financial statements shall be in accordance with correct accounting policies. (e) Statement of profit or loss shall disclose the profit or the loss arrived at before considering extraordinary items and after considering the profit or loss from extraordinary items. An illustrative format of the disclosure of profits and losses on this basis is specified hereunder: Year ended March 31, . 20X1 20X2 20X3 20X4 20X5 (Rupees In lakhs) Income Sales - of products manufactured by the issuer 1000 1240 1640 1800 1800 of products traded in by the issuer 100 60 60 200 200 Total 1100 1300 1700 2000 2000 Other income 10 30 40 60 100 Increase (decrease) in inventories 40 (70) 60 180 310 1150 1260 1800 2240 2410 Expenditure Raw materials consumed 400 480 630 1110 1200 Staff costs 200 220 240 340 400 Other manufacturing expenses 250 260 280 540 650 Administration expenses 40 42 60 80 85 Selling and distribution expenses 110 120 130 190 250 Interest 60 55 90 200 140 1095 1227 1495 2635 2795 Net profit before tax and extraordinary items 55 33 305 (295) (385) Taxation 25 12 144 (185) (235) Net profit before extraordinary items 30 21 161 (110) (150) Extraordinary items (net of tax) - 49 (64) 800 1000 Net Profit after Extraordinary Items 30 70 97 700 850 (f) The statement of assets and liabilities shall be prepared after deducting the balance outstanding on revaluation reserve account from both fixed assets and reserves and the net worth arrived at after such deductions. An illustrative format of assets and liabilities is specified hereunder: 21 [ As at March 31, 20X1 20X2 20X3 20X4 20X5 (Rupees in lakhs) (1) Equity Liabilities Shareholders Funds (a) Share capital (b) Reserves surplus (2) Non Current Liabilities (a) Long term borrowings (b) Deferred tax liabilities (net) (c) Long term provisions (3) Current Liabilities (a) Short term borrowings (b) Trade payables (c) Other current liabilities (d) Short term provisions Total Assets (4) Non Current Assets (a) Fixed Assets (b) Non current investments (c) Long term loans and advances (d) Other non current assets (5) Current Assets (a) Current Investments (b) Inventories (c) Trade receivables (d) Cash and bank balances (e) Short term loans and advances (f) Other current assets Total ] (g) Relevant details of all the contingent liabilities. (10) The turnover disclosed in the Profit and Loss Statement shall be bifurcated into: (a) turnover of products manufactured by the issuer; (b) turnover of products traded in by the issuer; and (c) turnover in respect of products not normally dealt in by the issuer but included in (b) above, shall be mentioned separately. (11) The offer document shall disclose details of `Other Income' in all cases where such income (net of related expenses) exceeds twenty per cent. of the net profit before tax, including: (d) the sources and other particulars of such income; and (e) an indication as to whether such income is recurring or non-recurring, or has arisen out of business activities/ other than the normal business activities. (12) Related Party Transactions: The issuer shall disclose the following details of related party transactions and make disclosures in accordance with the requirements of Accounting Standard (AS 18) Related Party Disclosures issued by the Institute of Chartered Accountants of India: (a) Information with respect to transactions or loans between the issuer and (i) enterprises that directly or indirectly through one or more intermediaries, control or are controlled by, or are under common control with, the issuer; (ii) associates; (iii) individuals owning, directly or indirectly, an interest in the voting power of the company that gives them significant influence over the issuer, and close members of any such individual s family; (iv) key managerial personnel, that is, those persons having authority and responsibility for planning, directing and controlling the activities of the issuer, including directors and senior management of companies and close members of such individuals families; (v) enterprises in which a substantial interest in the voting power is owned, directly or indirectly, by any person described in 22 [(iii) or (iv)] or over which such a person is able to exercise significant influence and includes enterprises owned by directors or major shareholders of the issuer. (b) The nature and extent of any transactions which are material to the issuer or the related party, or any transactions that are unusual in their nature or conditions, involving goods, services, or tangible or intangible assets, to which the issuer or any of its parent companies was a party. (c) The amount of outstanding loans (including guarantees of any kind) made by the issuer or any of its parent companies to or for the benefit of any of the directors or key managerial personnel. The information given should include the amount outstanding as of the latest date, the nature of the loan and the transaction in which it was incurred, and the interest rate on the loan. (13) Accounting and other ratios: (a) The following key accounting ratios shall be given for each of the accounting periods for which financial information is given. (b) Earnings per Share and Diluted Earnings Per Share: This ratio shall be calculated after excluding extra ordinary items. (c) Return on net worth: This ratio shall be calculated after excluding revaluation reserves and extra-ordinary items. (d) Net Asset Value per share. This ratio shall be calculated excluding revaluation reserves. (e) Accounting and other Ratios shall be based on the Financial Statements prepared on the basis of Indian Accounting Standards. (f) In the event of capital structure undergoing a change on account of capitalisation of reserves, its impact on the key ratios should be distinctly brought out. The impact of outstanding financial instruments, if any, on the ratios, should also be disclosed. (14) Capitalisation Statement: (a) A Capitalisation Statement showing total debt, net worth, and the debt/ equity ratios before and after the issue is made shall be incorporated. (b) In case of any change in the share capital since the date as of which the financial information has been disclosed in the offer document, a note explaining the nature of the change shall be given. (c) An illustrative format of the Capitalisation Statement is specified hereunder: Particulars Pre-issue as at 30-6-20X1 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 31-3-20X1 (which is the last date as of which financial information has been given in para of this document) share capital was increased form ₹ 3000 lacs to ₹ 4000 lacs by the issue of bonus shares in the ratio of 1 share for every 3 shares. (15) Presentation of financials in case of change of denomination: In case of change in standard denomination of equity shares, the compliance with the following shall be ensured while making disclosure in the offer document: (a) all the financial data affected by the change in denomination of shares shall be clearly and unambiguously presented in the offer document. (b) comparison of financial ratios representing value per share and comparison of stock market data in respect of price and volume of securities shall be clearly and unambiguously presented in the offer document. (c) the capital structure incorporated in the offer document shall be clearly presented giving all the relevant details pertaining to the change in denomination of the shares. (16) Unsecured loans: (a) Break-up of total outstanding unsecured loans taken by the issuer shall be given in the offer document into the amount borrowed from promoters/group companies/subsidiaries / material associate companies and amount borrowed from others. Further, in respect of each such loan of the former category, terms and conditions shall be disclosed including the interest rates and repayment schedule. If the loans can be recalled by the lenders at any time, the same shall be disclosed. (b) Break-up of the total outstanding unsecured loans taken 23 [from the issuer] by the promoters, group companies, related parties, material associate companies and others shall be disclosed. (c) If the loans can be recalled by the lenders at any time, the same shall be disclosed along with details of such loans. (17) For a proper understanding of the future tax incidence, the following factors shall be identified and explained through proper disclosures: (a) Profits after tax are often affected by the tax shelters which are available. (b) Some of these are of a relatively permanent nature (for example, arising out of export profits) while others may be limited in point of time (for example, tax holidays for new undertakings). (c) Tax provisions are also affected by timing differences which can be reversed in the future (for example, the difference between book depreciation and tax depreciation). (d) In respect of provision for taxation, adjustment shall be made for deferred tax assets and deferred tax liabilities in accordance with the requirements of Accounting Standard (AS 22) Accounting for Taxes on Income issued by the Institute of Chartered Accountants of India and a reconciliation of taxable income and book profits shall be disclosed in accordance with the illustrative format given hereunder: Year ended March 31, . 20X1 20X2 20X3 20X4 20X5 (Rupees in lakhs) Tax at Notional Rate 28 70 89 546 675 Adjustments: Export Profits (4) (5) (20) (100) (120) Difference between Tax Depreciation and Book Depreciation (6) (8) (9) (10) (10) Other Adjustments 3 3 4 4 5 Net Adjustments (7) (10) (25) (106) (125) Tax Saving thereon (3) (5) (13) (49) (58) Total Taxation 25 65 76 497 617 Taxation on Extraordinary Items- 53 (68) 682 852 Tax on Profits before Extraordinary Items 25 12 144 (185) (235) (18) The issuer, if it so desires, may include in the offer document, the financial statements prepared on the basis of more than one accounting practices, subject to disclosure of the material differences arising because of differences in the accounting policies of different accounting practices. (19) In respect of the periods, within the period of five years, when the relevant Accounting Standard issued by the Institute of Chartered Accountants of India was mandatory in respect of such issuers: (a) Where, in respect of listed issuers, the auditors report does not deal with the profits and losses and assets and liabilities of the issuer and its subsidiaries as a whole, the consolidated balance sheets and profit and loss accounts shall be presented in respect of the periods, within the period of five years, when preparation of such statements was mandatory in respect of such issuers under the listing agreement with the recognised stock exchanges. (b) In respect of business segments, disclosure shall be made of segment revenue, segment result and net capital employed and where the primary segment is a geographic segment, similar details by geographic segments shall be given. (20) The latest statement of audited/unaudited quarterly financial results published by the issuer in accordance with clause 41 of the equity listing agreement with the stock exchanges shall be reproduced. (21) It shall be disclosed in the offer document whether any of the sundry debtors is related to the directors or promoters or the issuer in any way. Similar disclosures shall be made in case of loans and advances. 24 [(22) If the issuer has entered into any scheme of arrangement during the period for which the financials are disclosed in the offer document, lead merchant banker to the issue shall ensure that the following disclosure requirements as specified in Accounting Standard 14 has been complied with:- (a) A description of the accounting treatment followed in respect of financials contained in the schemes of arrangement and the reasons for following the treatment if it is different from those, which has been prescribed in applicable Accounting Standards. (b) In case of deviations, disclosure of the accounting treatment had the applicable standard been followed. (c) Impact on the financials, if any, arising due to such deviation.] 25 [(23) Proforma Financial Statements (1) In addition to other requirements laid down in these regulations and subject to the stipulation in sub-para (3) of this para, the issuer shall disclose Proforma Financial Statements in the offer document, if- (a) an acquisition or divestment is made by the issuer after the end of the latest disclosed annual financial results in the offer document, due to which certain companies become/cease to be direct or indirect subsidiaries of the issuer, and (b) the financial statements of such acquired or divested entity is material to the financial statements of the issuer company. Explanation: The financial statements of the acquired or divested entity shall be material to the financial statements of the issuer if: (i ) the total book value of the assets of the acquired/ divested entity amounts to more than 20% of the pre-acquisition/pre-divestment book value of the assets of the issuer; or (ii) the total income of the acquired/divested entity amounts to more than 20% of the pre-acquisition/pre-divestment total income of the issuer. (2) Proforma Financial Statements shall be disclosed in respect of the following, namely: - i. the last completed accounting year, and ii. the period beginning from the date of the end of the last completed accounting year and ending on the date on which financial statements of the issuer have been disclosed in the offer document. (3) Where the said acquisition or divestment does not fulfill the tests of materiality specified in clause 23(1)(b) above, the fact of the acquisition or divestment along with the consideration paid/received and the mode of financing such acquisition shall be disclosed. (4) The information disclosed as per sub-clause (2) and (3) above shall be certified by the statutory auditor of the issuer.] 26 [(BA) Alternate Financial Information of the issuer in further public offers: (1) An issuer making further public offer may disclose the financial information specified in clause (2) of this sub-item , in lieu of information specified under sub-item (B) if: (i) the issuer is making further public offer in accordance with provisions of regulation 10; (ii) the specified securities offered in further public offer are of the same class of those already listed on a recognised stock exchange; (iii) financial reports of the issuer are available on the website of any recognised stock exchange having nationwide trading terminals or on a common e-filing platform specified by the Board; (iv) there has not been any change in management of the issuer; (v) specified securities of issuer have not been listed pursuant to relaxation granted from clause (b) of sub-rule (2) of rule 19 of Securities Contracts (Regulation) Rules, 1957. (2) The issuer satisfying the conditions specified in clause (1) may disclose its financial statements as under: (i) Stand-alone and consolidated financial statements of the issuer: (1) A report by the auditors of the issuer 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. (2) A report by the auditors of the issuer 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. (3) For the purpose of sub-clauses (1) and (2) above, it shall be sufficient if: (a) 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 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. (b) In the statement of profit or loss, the information required to be disclosed under the heads of income and expenditure as per clause 41 of the equity listing agreement in respect of quarterly financial information to be filed with the recognised stock exchanges, has been provided. (ii) In addition, the following information for the period between the last date of the balance sheet and profit and loss account sent to the shareholders and up to the end of the last but one month preceding the date of the offer document shall be furnished. (1) Working results of the issuer under following heads: (a) (i) Sales / turnover (ii) Other income (b) Estimated gross profit / loss (excluding depreciation and taxes) (c) (i) Provision for depreciation (ii) Provision for taxes (d) Estimated net profit / loss (2) Material changes and commitments, if any affecting financial position of the issuer. (3) 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. (iii) 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). (iv) Accounting and other ratios: The following accounting ratios shall be given for each of the accounting periods for which financial information is given: (1) Earnings per share: This ratio shall be calculated after excluding extra ordinary items. (2) Return on Networth: This ratio shall be calculated excluding revaluation reserves. (3) Net Asset Value per share: This ratio shall be calculated excluding revaluation reserves. (4) Accounting and other ratios shall be based on the financial statements prepared on the basis of Indian Accounting Standards. (v) Capitalisation Statement: (1) A Capitalisation Statement showing total debt, net worth, and the debt/ equity ratios before and after the issue is made shall be incorporated. (2) 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. (3) An illustrative format of the Capitalisation Statement is specified hereunder: Particulars Pre-issue as at 30-6-1995 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 31-3-1995 (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. (vi) One standard financial unit shall be used in the offer document.] (C) Financial Information of Group Companies: (1) 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. (a) Date of Incorporation; (b) Nature of activities; (c) Equity Capital; (d) Reserves (excluding revaluation reserve); (e) Sales; (f) Profit after tax; (g) Earnings per share and Diluted Earnings Per Share; (h) Net Asset Value; (i) The highest and lowest market price of shares during the preceding six months with suitable disclosures for changes in capital structure during the period and the market value on the date of registering the offer document with the Registrar of Companies. (j) If any of the companies has made public or rights issue in the preceding three years, the issue price of the security, the current market price and particulars of changes in the capital structure, if any, since the date of issue and a statement regarding the cost and progress of implementation of the project in comparison with the cost and implementation schedule given in the offer document. (k) Information regarding significant adverse factors related to the group companies and in particular regarding: (i) 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. (l) Disclosure shall be made about group companies which had remained defunct and for which application was made to the Registrar of Companies for striking off the name of the company, during the five years preceding the date of filing draft offer document with the Board. The disclosure shall include reasons for the company having become defunct as also all pending litigations, if any, in respect of such companies. (m) The information under items (e), (f), (g) and (k)(ii) need not be given in respect of a company which is a private limited company not being a subsidiary of a public limited company. (2) In case there are more than five listed group companies, the financial information may be restricted to the five largest listed group companies to be determined on the basis of the market capitalization one month before the date of filing the draft offer document or in case of a fast track issue, one month before the reference date referred to in Explanation (I) to sub-regulation (1) of regulation 10. In case there are less than five listed group companies, the financial information shall be given for all the listed group companies and in addition for the largest unlisted group companies (based on turnover) so that the total number of listed and unlisted group companies for which the information is required to be given does not exceed five. 27 [In case there are no listed group companies, the financial information shall be given for the five largest unlisted group companies based on turnover:] Provided that the financial information regarding every such group company which has become a sick industrial company or is under winding up or has a negative net worth shall be given. (3) If the promoters have disassociated themselves from any of the companies or firms during the three years preceding the date of filing the draft offer document , the reasons therefor and the circumstances leading to the disassociation shall be furnished together with the terms of such disassociation. (4) Common Pursuits: (a) In case there are common pursuits among the group- companies/ subsidiaries/associates companies and the issuer, the reasons and justification for the same shall be spelt out and the conflict of interest situations shall be stated. (b) The related business transactions within the group and their significance on the financial performance of the issuer. (5) Sales or purchase between group companies/subsidiaries/ associate companies when such sales or purchases exceed in value in the aggregate ten per cent. of the total sales or purchases of the issuer and also disclose material items of income or expenditure arising out of such transactions (6) If any of the other group companies/subsidiaries/associate companies has business interests in the issuer then the amount of commercial business that the said company has /proposes to have with the issuer may be quantified. If no, a distinct negative statement may be incorporated to this effect. (D) Changes in accounting policies in the last three years (E) Management s Discussion and Analysis of Financial Condition and Results of Operations as Reflected in the Financial Statements. (1) Overview of the business of the issuer. (2) Significant developments subsequent to the last financial year: A statement by the directors whether in their opinion there have arisen any circumstances since the date of the last financial statements as disclosed in the offer document and which materially and adversely affect or is likely to affect the trading or profitability of the issuer, or the value of its assets, or its ability to pay its liabilities within the next twelve months. (3) Factors that may affect the results of operations. (4) Discussion on the results of operations: This information shall inter-alia contain the following: (a) A summary of the past financial results after adjustments as given in the auditor s report for the past three years 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 entering period (c) The income and sales on account of major product/ main activities. (d) In case, 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 dependant upon a single customer or a few major customers, disclosure of this fact along with relevant data. Similarly if any foreign customer 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 followed any unorthodox procedure 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 (5) Comparison of recent financial year with the previous financial years (last three years) 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 infrequent events or transactions including unusual trends on account of business activity, unusual items of income, change of accounting policies and discretionary reduction of expenses etc. (b) significant economic changes that materially affected or are likely to affect 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 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. (6) Management s Discussion and Analysis of Financial Condition and Results of Operations as Reflected in the Financial Statements shall be based on the financial statements prepared on the basis of Indian accounting practices and may additionally be presented based on other accounting practices and shall also include the post audit period.. ( X) Legal and Other Information: (A) Outstanding Litigations and Material Developments: 28 [(1) Litigations involving the issuer/ its directors/promoters/group companies/ subsidiaries: (i) All criminal proceedings; (ii) All actions by statutory / regulatory authorities; (iii) Taxation - Separate disclosures regarding claims related to direct and indirect taxes, in a consolidated manner giving details of number of cases and total amount; (iv) Other pending litigations - As per policy of materiality defined by the board of the issuer and disclosed in the offer document. (2) Outstanding dues to creditors: (i) Based on the policy on materiality of the board of the issuer and as disclosed in the offer document, disclosure for such creditors; (ii) Consolidated information on outstanding dues to small scale undertakings and other creditors, separately giving details of number of cases and amount involved; (iii) Complete details about outstanding dues to creditors as per (i) and (ii) above shall be disclosed on the webpage of the company with a web link thereto in the offer document.] (3) 29 [****] (4) If any the above mentioned litigations, 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. (5) Material developments since the last balance sheet date. (B) Government Approvals or Licensing Arrangements: (1) Investment approvals (FIPB/ RBI, etc.). (2) All government and other approvals. (3) Technical approvals. (4) Letter of intent or industrial license and declaration of the Central Government, Reserve Bank of India or any regulatory authority about the non-responsibility for financial soundness or correctness of the statements. (XI) Other Regulatory and Statutory Disclosures: (A) Authority for the issue and details of resolution passed for the issue. (B) Prohibition by the Board: A specific confirmation that there is no prohibition on the issuer, promoters, promoter group, directors, group companies or on the natural persons behind the body corporate if the promoter is a body corporate, from accessing the capital market for any reasons by the Board or any other authorities. (C) A confirmation whether any of the directors of the issuer 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. (D) Eligibility of the issuer to enter the capital market. Details of compliance with eligibility requirements to make a fast track issue, if applicable. (E) It may be disclosed whether the issuer, promoters, group companies, the relatives (as per Companies Act, 1956) of promoters, group companies are identified as wilful defaulters 30 [***]. (F) Compliance with Part B of this Schedule, as the case may be, if applicable. (G) Disclaimer clauses: (1) The offer document shall contain the following disclaimer clause in bold capital letters: It is to be distinctly understood that submission of offer document to the Securities 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 offer document. The lead merchant banker, ______________ has certified that the disclosures made in the offer document are generally adequate and are in conformity with the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 in force for the time being. 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 offer document, the lead merchant banker is expected to exercise due diligence to ensure that the issuer discharges its responsibility adequately in this behalf and towards this purpose, the lead merchant banker _______________ 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 offer document does not, however, absolve the issuer from any liabilities under section 63 or section 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 any irregularities or lapses in offer document. (2) Disclaimer Statement from the issuer and lead merchant banker: A statement to the effect that the issuer and the lead merchant banker accept no responsibility for statements made otherwise than in the 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 his own risk. (H) Caution. (I) 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 31 [offer document]. (J) Disclaimer clause of the stock exchanges. (K) Disclaimer clause of the Reserve Bank of India 32 [or Insurance Regulatory and Development Authority] (if applicable). (L) Filing or registering of the offer document with the Board and the Registrar of Companies: (1) Under this head, the office of the Board where the offer document has been filed shall be mentioned. (2) Address of the Registrar of Companies, where copy of the offer document, having attached thereto the material contracts and documents referred to elsewhere in the offer document, has been registered. (M) Listing: Names of the designated stock exchange and other recognised stock exchanges to which application has been made for listing of the specified securities offered in the present issue. (N) Consent of the Directors, auditors, solicitors or advocates, merchant bankers to the issue, registrar to the issue, bankers to the issuer, lenders and experts. (O) Expert opinion obtained, if any. (P) Expenses of the issue along with a break up for each item of expense and shall include details of fees payable to .(in terms of amount, as a percentage of total issue expenses and as a percentage of total issue size) separately as under: (1) Lead merchant bankers. (2) Co-lead merchant bankers, if any (3) Co-managers, if any (4) Other merchant bankers (5) Registrars to the issue. (6) Advisors (7) Bankers to issues (8) Trustees for the debt instrument holders. (9) Underwriting commission, brokerage and selling commission. (10) Others, if any (specify). (Q) Previous public or rights issues, if any (during the last five years): (1) Closing Date. (2) Date of allotment. (3) Date of refunds. (4) Date of listing on the recognised stock exchange. (5) If the issue(s) was at premium or discount and the amount thereof. (6) The amount paid or payable by way of premium, if any, on each equity share which had been issued within the two years preceding the date of the offer document or is to be issued, stating the dates or proposed dates of issue and, where some shares have been or are to be issued at a premium and other shares of the same class 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. (R) Previous issues of securities otherwise than for cash. (S) Commission or brokerage on previous issues. (T) Following particulars in regard to the issuer and other listed group- companies/ subsidiaries/associates which made any capital issue during the last three years shall be given: (1) Name of the company. (2) Year of Issue. (3) Type of Issue (public/ rights/ composite). (4) Amount of issue. (5) Date of closure of issue. (6) Date of completion of delivery of share/ debenture certificates. (7) Date of completion of the project, where object of the issue was financing the project. (8) Rate of dividend paid. (U) Performance vis- -vis objects: (1) Issuer: (a) A list of all the public/rights issues made during the period of ten years immediately preceding the date of filing the draft offer document with the Board, along with the year of issue. (b) A separate para entitled Performance vis- -vis objects - Last three issues of the issuer shall be given, indicating whether all the objects mentioned in the respective offer documents of the last three issues of the issuer during the period of ten years immediately preceding the date of filing draft offer document with the Board were met. (c) If not, non-achievement of objects shall be brought out distinctly. Shortfall and delays shall be quantified. (2) Listed Group Companies/Subsidiaries/Associates companies : (a) A separate paragraph entitled Performance vis- -vis objects - Last one issue of group companies/subsidiaries / associate companies shall be given, indicating whether all the objects mentioned in the offer document of the last one issue of each of such companies during the period of ten years immediately preceding the date of filing draft offer document with the Board were met. (b) If not, non-achievement of objects shall be brought out distinctly. Shortfall and delays shall be quantified. (V) Outstanding debentures or bonds and redeemable preference shares and other instruments issued by the issuer outstanding as on the date of offer document and terms of issue. (W) Stock market data for equity shares of the issuer, if listed: The particulars of: (1) high, low and average market prices of the share of the issuer during the preceding three years; (2) monthly high and low prices for the six months preceding the date of filing the draft offer document with the Board which shall be updated till the time of registering the offer document with the Registrar of Companies; (3) number of shares traded on the days when high and low prices were recorded in the relevant stock exchange(s) during the said period of (a) and (b) above and indicating the total number of days of trading during the six months preceding the date of filing the draft offer document and the average volume of shares traded during that period and if the shares were not actively traded, such fact shall be disclosed; (4) 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 relevant stock exchange recognises the change in the capital structure (e.g. when the shares have become ex-rights or ex-bonus); (5) the market price immediately after the date on which the resolution of the board of directors approving the issue was approved; (6) the volume of securities traded in each month during the six months preceding the date on which the offer document is registered with the Registrar of Companies; and (7) the volume of shares traded along with high, low and average prices of shares of the issuer shall also be stated for respective periods. (X) Mechanism evolved for redressal of investor grievances: (1) The arrangements or mechanism evolved by the issuer for redressal of investor grievances. (2) the number of investor complaints received during the three years preceding the filing draft offer document with the Board and the number of complaints disposed off during that period (3) the number of investor complaints pending on the date of filing draft offer document with the Board (4) the number of investor complaints pending on the date of filing draft offer document with the Board in respect of the five largest (in terms of market capitalization) listed group companies. (5) The time normally taken by the issuer for disposal of various types of investor grievances. (6) 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 registering the offer document with the Registrar of Companies. (Y) Change, if any, in the auditors during the last three years, and reasons, thereof. (Z) Capitalisation of reserves or profits (during last five years). (A) Revaluation of assets, if any (during the last five years) (XII) Offering Information: (A) Terms of the Issue: (1) Ranking of equity shares: The shares issued in the issue shall be pari passu with the existing shares in all respects including dividends. (2) In the case of offer for sale, the dividend for the entire year shall be payable to the transferees. Further, disclose name of the entity bearing the cost of making offer for sale along with reasons. (3) Mode of payment of dividend. (4) Face value and issue price/ floor price/ price band. (5) Rights of the instrument holders. (6) Market lot. (7) Nomination facility to investor. (8) The period of operation of subscription list of public issue. (9) Minimum subscription: (a) For Non-underwritten Public Issues: The following statement shall appear: If the issuer does not receive the minimum subscription of ninety per cent. of the offer through offer document on the date of closure of the issue, or if the subscription level falls below ninety per cent. after the closure of issue on account of cheques having being returned unpaid or withdrawal of applications, the issuer shall forthwith refund the entire subscription amount received. If there is a delay beyond eight days after the issuer becomes liable to pay the amount, the issuer shall pay interest as per section 73 of the Companies Act, 1956. (b) For Underwritten Public Issues: The following statement shall appear: If the issuer does not receive the minimum subscription of ninety per cent. of the offer through offer document including devolvement of Underwriters within sixty days from the date of closure of the issue, the issuer shall forthwith refund the entire subscription amount received. If there is a delay beyond eight days after the issuer becomes liable to pay the amount, the issuer shall pay interest prescribed under section 73 of the Companies Act, 1956. (c) For Composite Issues: (i) The lead merchant banker shall ensure that the requirement of minimum subscription is satisfied both jointly and severally, i.e., independently for both rights and public issues. (ii) If the issuer does not receive the minimum subscription in either of the issues the issuer shall refund the entire subscription received. (10) 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 arrangement, if any, may be disclosed in the offer document related to the concerned issue of capital. (c) The lead merchant banker shall ascertain whether the issuer 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 held by them and if so, disclosures relating to setting up and operation of the trust shall be contained in the offer document. (d) Whenever any issue results in issue of shares in odd lots, the issuer, shall as far as possible issue certificates in the denomination of 1-2-5-10-20-50 shares. (11) Restrictions, if any, on transfer and transmission of shares or debentures and on their consolidation or splitting. (12) New Financial Instruments: (a) The lead merchant banker shall ensure that adequate disclosures in the offer document, more particularly relating to the terms and conditions, redemption, security, conversion and any other relevant features of any new financial instruments such as Deep Discount Bonds, Debentures with Warrants, Secured Premium Notes etc. (13) Option to Receive Securities in Dematerialised Form: (a) A statement in the offer document and in the application form to the effect that the investors have an option to either receive securities in the form of physical certificates or hold them in a dematerialised form. (B) Issue Procedure: The following disclosures shall be made: (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. (2) Option to subscribe in the issue: (a) The details of option, if any, to receive the specified securities subscribed for either in demateralised form or physical form. If the issue size, in case of a public issue is equal to rupees ten crores or more, the specified securities issued in the public issue shall be only in dematerialized form in compliance with Section 68B of the Companies Act, 1956. It shall be disclosed that furnishing details of depositories account is mandatory and applications without depositories account shall be treated as incomplete and rejected. Investors will not have the option of getting the allotment of specified securities in physical form. However, they may get the specified securities rematerialised subsequent to allotment. (b) It shall be specifically disclosed that the specified securities, on allotment, shall be traded on stock exchanges in demat segment only. (c) Disclosure that single bid from any investor shall not exceed the investment limit/minimum number of specified securities that can be held by him/her/it under the relevant regulations/statutory guidelines. (3) The following details shall be disclosed in the offer document 33 [***]: (a) the correct procedure for applications by Hindu Undivided Families and the fact that applications by Hindu Undivided Families would be treated as on par with applications by individuals; (b) a statement that providing bank account details in the space provided in the application form is mandatory and applications that do not contain such details are liable to be rejected; (c) the instances when an application would be rejected on technical grounds (e.g., absence of signature, age, etc.) (d) Applications by mutual funds: (i) The necessary disclosures under the heads Procedure for applications by mutual funds and Multiple Applications shall be incorporated 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) A disclosure that the applications made by asset management companies or custodians of a mutual fund shall clearly indicate the name of the concerned scheme for which application is being made. (e) Applications by non-resident Indians: The following disclosures shall be made: (i) the name and address of at least one place in India from where individual non-resident Indian applicants can obtain the application forms. (ii) A 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. (f) Application by ASBA investors: (i) Disclosures regarding details of Application Supported by Blocked Amount process including specific instructions for submitting Application Supported by Blocked Amount shall be made in the offer document. (ii) Disclosure that the application form shall bear the stamp of the syndicate member / SCSBs 34 [/ RTAs / DPs / stock brokers] and if not, the same shall be rejected. (4) Escrow mechanism: (a) Escrow account of the issuer. (b) Escrow account of the syndicate member. (5) Terms of payment and payment into the escrow collection account. (6) Electronic registration of bids. (7) Build up of the book and revision of bids. In this regard, it may be specifically disclosed that qualified institutional buyers shall not be allowed to withdraw their bids after the closure of the issue (8) Price discovery and allocation. (9) Signing of underwriting agreement. (10) Filing of the offer document with the Registrar of Companies. (11) Announcement of pre-issue advertisement. (12) Issuance of Confirmation of Allocation Note ( CAN ) and allotment in the Issue. (13) Designated date. (14) General instructions: (a) Do s and don ts. (b) Instructions for completing the bid form. (c) Bidders bank account details. (d) Bids by non-resident Indians or 35 [foreign portfolio investors] on repatriation basis (15) Payment instructions: (a) Payment into escrow account of the issuer. (b) Payment into escrow account of the syndicate member. (c) Payment instructions for Application Supported by Blocked Amount. (16) Submission of bid form. (17) Other instructions: (a) Joint bids in the case of individuals. (b) Multiple bids. (c) Instruction to applicants to disclose Permanent Account Number in the application form, irrespective of the amount for which application or bid is made, along with the instruction that applications without Permanent Account Number would be rejected. (d) Rejection of Bids. (e) Equity shares in demat form with the depositories registered with the Board. (f) The investor s attention shall also be invited to contact the compliance officer in case of any pre-issue or post-issue related problems such as non-receipt of letters of allotment or share certificates or refund orders, etc. (18) The application form shall contain space for indicating number of specified securities subscribed for in demat and physical form. (19) No separate applications for demat and physical is to be made. If such applications are made, the applications for physical shares shalll be treated as multiple applications and rejected accordingly. (20) In case of partial allotment, allotment shall be done in demat option for the specified securities sought in demat form and balance, if any, will be allotted in physical form. (21) Disposal of application and application moneys. (22) Provisions of sub-section (1) of section 68A of the Companies Act, 1956 relating to punishment for fictitious applications, shall be mentioned, including the disclosures that any person who: (1) makes in a fictitious name an application to a company for acquiring, or subscribing for, any shares therein, or (2) 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. (23) Interest on refund of excess bid amount. (24) Basis of allotment or allocation: Disclose the names of entities responsible for finalising the basis of allotment in a fair and proper manner. (25) Procedure and time of schedule for allotment and issue of certificates. (26) Method of proportionate allotment. (27) Letters of Allotment or refund orders or instructions to Self Certified Syndicate Banks in Application Supported by Blocked Amount process. Ensure that at par facility is provided for encashment of refund orders for Applications other than Application Supported by Blocked Amount process. (28) Mode of making refunds: (a) The mode in which the issuer shall refund the application money to applicants in case of oversubscription shall be disclosed in the offer document. (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. The permissible modes of making refunds are as follows: (i) In case of applicants residing in any of the centres specified by the Board: by crediting of refunds to the bank accounts of applicants through electronic transfer of funds by using ECS (Electronic Clearing Service), Direct Credit, RTGS (Real Time Gross Settlement) or NEFT (National Electronic Funds Transfer), as is for the time being permitted by the Reserve Bank of India; 36 [(ii) In case of other applicants: by dispatch of refund orders by registered post, (subject however to postal rules); and] (iii) In case of any category of applicants specified by the Board: crediting of refunds to the applicants in any other electronic manner permissible under the banking laws for the time being in force which is permitted by the Board from time to time. (29) Interest in Case of Delay in Despatch of Allotment Letters or Refund Orders/instruction to Self Certified Syndicate Banks by the Registrar in Case of Public Issues: The caption Interest in Case of Delay in Despatch of Allotment Letters/ Refund Orders in Case of Public Issues shall appear and shall contain the following statement: (a) Where it is a fixed price issue: The issuer agrees that as far as possible allotment of securities offered to the public shall be made within fifteen days of the closure of public 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 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 37 [fifteen days] from the date of the closure of the issue. However applications received after the closure of issue in fulfilment 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 issuer agrees that allotment of securities offered to the public shall be made not later than fifteen days of the closure of public 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 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. (30) Undertaking by the issuer: (a) The following undertaking by the issuer shall be incorporated in the offer document: (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 seven working days of finalisation of basis of allotment; (iii) that the issuer shall apply in advance for the listing of equities on the conversion of debentures/ bonds; (iv) that 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; (v) that where refunds are made through electronic transfer of funds, a suitable communication shall be sent to the applicant within fifteen 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) that the promoters contribution in full, wherever required, shall be brought in advance before the Issue opens for public subscription and the balance, if any, shall be brought in pro rata basis before the calls are made on public; (vii) that the certificates of the securities or refund orders to the non-resident Indians shall be despatched within specified time; (viii) that no further issue of securities shall be made till the securities offered through this offer document are listed or till the application moneys are refunded on account of non-listing, under subscription, etc.; (ix) that adequate arrangements shall be made to collect all Applications Supported by Blocked Amount and to consider them similar to non-ASBA applications while finalizing the basis of allotment; (b) In case of an issue of convertible debt instruments, the issuer shall also give undertakings to the following effect in the offer document: (i) that the issuer 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 trustees at the end of each half-year. (ii) that the issuer shall disclose the complete name and address of the debenture trustee in the annual report. (iii) that the issuer 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 convertible debt instruments as contained in the offer document, duly certified by the debenture trustee. (iv) that the issuer 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 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. (c) Disclosure that the issuer reserves the right not to proceed with the issue after the bidding and if so, the reason thereof shall be given 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) Disclosure that if the issuer withdraws the issue after closure of bidding, the issuer shall be required to file a fresh draft offer document with the Board. (31) 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 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 and continue to be disclosed till the time any part of the issue proceeds remains unutilised under an appropriate separate head in the balance-sheet of the issuer indicating the purpose for which such monies had been utilised; and (iii) details of all unutilised monies out of the issue of specified securities referred to in sub-item (i) shall be disclosed under an appropriate separate head in the balance sheet of the issuer indicating the form in which such unutilised monies have been invested. (b) The prospectus for an issue other than an offer for sale or a public issue made by any bank or public financial institution shall contain a statement of the board of directors of the issuer to the effect that: (i) the utilisation of monies received under promoters contribution and from reservations shall be disclosed and continue to be disclosed under an appropriate head in the balance sheet of the issuer, till the time any part of the issue proceeds remains unutilised, indicating the purpose for which such monies have been utilised; (ii) the details of all unutilised monies out of the funds received under promoters contribution and from reservations shall be disclosed under a separate head in the balance sheet of the issuer, indicating the form in which such unutilised monies have been invested (32) Restrictions on foreign ownership of Indian securities, if any: (a) Investment by non-resident Indians. (b) Investment by 38 [foreign portfolio investors]. (XIII) Description of Equity Shares and Terms of the Articles of Association: (A) Rights of members regarding voting, dividend, lien on shares and the process for modification of such rights and forfeiture of shares. (B) Main provisions of the Articles of Association. (XIV) Any other material disclosures, as deemed necessary. (XV) In case of a fast track issue, the disclosures specified in this Part, which have been indicated in Part B, need not be made. (XVI) Other Information: (A) List of material contracts and inspection of documents for inspection: (1) Material contracts. (2) Documents: (3) Time and place at which the contracts, together with documents, will be available for inspection from the date of offer document until the date of closing of the subscription list. (4) IPO grading reports for each of the grades obtained by the unlisted issuer 39 [, if applicable] (B) Declaration: (1) The draft offer document (in case of issues other than fast track issues) and offer document shall be approved by the Board of Directors of the issuer 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. (2) The signatories shall further certify that all disclosures made in the offer document are true and correct. PART B CERTAIN DISCLOSURES NOT MANDATORY IN CASE OF FAST TRACK PUBLIC ISSUE An issuer making a fast track public issue of specified securities may not make the disclosures indicated hereunder and specified in Part A of this Schedule, in the offer document: (1) Sub-para (a) of para (2) of sub-item (D) of item (VI); (2) Sub-para (o) of para (2) of sub-item (D) of item (VI); (3) Para (8) of sub-item (E) of item (VIII); (4) Sub-para (b) of para (1) of sub-item (F) of item (VIII); (5) Sub-para (c) of para (2) of sub-item (F) of item (VIII); (6) Para (1) of sub-item (C) of item (IX), in respect of entities not covered under section 370 (1)(B) of the Companies Act, 1956; PART C CERTAIN DISCLOSURES NOT MANDATORY IN CASE OF FURTHER PUBLIC OFFER (1) An issuer making a further public offer of specified securities may not make the disclosures indicated hereunder and specified in Part A of this Schedule, in the offer document, subject to fulfilment of the conditions specified in para 2: (i) Sub-para (a) of para (2) of sub-item (D) of item (VI); (ii) Sub-para (o) of para (2) of sub-item (D) of item (VI); (iii) Para (8) of sub-item (E) of item (VIII); (iv) Para (1) of sub-item (C) of item (IX), in respect of entities not covered under section 370 (1)(B) of the Companies Act, 1956; (2) The conditions referred to in para (1) above are as follows: (a) The issuer has been filing periodic statements in regard to financial results and shareholding pattern with the designated stock exchange and also with the Registrar of Companies (in case of a public issue), for the last three years and such statements are available on the website of the designated stock exchange or on a common e-filing platform; (b) The issuer has in place an investor grievance handling mechanism, which includes meeting of the Shareholders / Investors Grievance Committee at frequent intervals, appropriate delegation of power by the board of directors of the issuer 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 that the conditions specified at (a) and (b) above have been complied with; (d) The issuer has furnished to the Board the following undertaking along with the draft offer document, which shall also be incorporated in the offer document: 40 [***] We confirm that other than the disclosures made in the instant offer document, nothing material has changed in respect of disclosures made by us at the time of our previous issue made on . . 41 [(e) The issuer has made the offer document of its immediately preceding public or rights issue public in the manner specified in sub-regulation (1) of regulation 9 and sub-regulation (1) of regulation 61 and has also kept this document for public inspection in the manner specified in sub- para (c) of para 4 of sub-item (D) of Item (VIII) of Part A of this Schedule.] 42 [ PART D [See regulation 58(1)] DISCLOSURES IN ABRIDGED PROSPECTUS Disclosures: (I) Information as is material and appropriate to enable the investors to make an informed decision shall be disclosed in the abridged prospectus. (II) An issuer making a public issue of specified securities shall make the disclosures in the abridged prospectus as per the format specified by the Board from time to time. General Instructions: (I) The abridged prospectus shall be submitted to the Board (one copy). (II) The abridged prospectus including the application form shall not exceed 5 sheets (printed both sides). (III) Information which is of generic nature and not specific to the issuer shall be brought out in the form of a General Information Document (GID) as specified by the Board. (IV) Abridged Prospectus shall be printed in a booklet form of A4 size paper. (V) The Abridged Prospectus shall be printed in a font size which shall not be visually smaller than Times New Roman size 11 (or equivalent) with 1.0 line spacing. (VI) Information required to be given in Tabular Format shall not appear in running text format. (VII) The order in which items appear in the abridged prospectus shall be as specified by the Board. (VIII) 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. ] PART E [See regulation 57(2)(b)] DISCLOSURES IN LETTER OF OFFER (1) A listed issuer making a rights issue of specified securities shall make disclosures, as specified in clause (5) of this Part, in the letter of offer, if it satisfies the following conditions: (a) the issuer has been filing periodic reports, statements and information in compliance with the listing agreement 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 recognised stock exchange with nationwide trading terminals or on a common e-filing platform specified by the Board; (c) the issuer 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 as regards share transfer and clearly laid down systems and procedures for timely and satisfactory redressal of investor grievances. (2) If the listed 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); (b) as specified in items (XVI)(B)(4), (5) and (6) in clause (5) of this Part. (3) Irrespective of whether the conditions specified in clause (1) are satisfied or not, the following listed issuers shall make disclosures in the letter of offer as specified in Part A, except for disclosures as specified in clause (4): (a) a listed issuer 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 and is making a rights issue of specified securities for the first time subsequent to such change; (b) an issuer whose specified securities have been listed consequent to relaxation granted by the Board under sub-rule (7) of rule 19 of the Securities Contracts (Regulation) Rules, 1957 for listing of its specified securities pursuant to a scheme sanctioned by a High Court under sections 391 to 394 of the Companies Act, 1956 and is making a rights issue of specified securities for the first time subsequent to such listing. (4) In respect of an issuer making disclosures in terms of clauses (2) and (3) above, the disclosures specified in the following items in Part (A) shall not be applicable: (a) Sub-item (C) of item (V); (b) Sub-para (b) of para (2) of sub-item (B) of item (XII); (c) Sub-para (a) of para (3) of sub-item (B) of item (XII); (d) Sub-para (b) of para (3) of sub-item (B) of item (XII); (e) Sub-para (c) of para (3) of sub-item (B) of item (XII); (f) Para (18) of sub-item (B) of item (XII); (g) Para (19) of sub-item (B) of item (XII). (5) A listed issuer referred to in clause (1) shall make the following disclosures in the letter of offer, as far as possible, in the order in which the disclosures are specified in this clause: (I) Cover Pages: The cover page paper shall be of adequate thickness (preferably minimum hundred gcm. quality). (A) Front Cover Pages: (1) The front outside and inside cover pages of the letter of offer shall be white and no patterns or pictures shall be printed on these pages. (2) The front outside cover page of the letter of offer shall contain only the following details: (a) The words Letter of Offer . (b) The name of the issuer, its logo, address of its registered office, its telephone number, fax number, contact person, website address and e-mail address. (c) The nature, number, price and amount of specified securities offered and issue size, as may be applicable. (d) The following clause on general risk : 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 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. Specific attention of investors shall be invited to the statement of Risk factors given on page number(s) .. under the section General Risks . (e) The following clause on Issuer s Absolute Responsibility shall be incorporated in a box format: The issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this letter of offer 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 letter of offer is true and correct 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: (i) Date of opening of the issue. (ii) Date of closing of the issue. (iii) Last date for request for split. (i) The names of the recognised stock exchanges where the specified securities of the issuer are listed and the details of in-principle approval for listing of the specified securities proposed to be offered in the rights issue. (B) Back Cover Pages: The back inside cover page and back outside cover page shall be in white. (II) Table of Contents: The table of contents shall appear immediately after the front inside cover page. (III) Definitions and Abbreviations: (A) Conventional or general terms. (B) Issue related terms. (C) Issuer and industry related terms. (D) Abbreviations. (IV) Risk Factors: (A) The risk factors shall be printed in clear readable font (preferably of minimum point ten size). (B) The risk factors shall be in relation to the following: (1) the issue and objects of the issue; (2) the issuer and its ongoing business activities; (3) the material litigations which impact the business of the issuer. (C) The risk factors shall be determined on the basis of their materiality. In determining the materiality of risk factors, the following shall be considered: (1) Some events may not be material individually but may be found material collectively. (2) Some risks may have an impact which is qualitative though not quantitative. (3) Some risks may not be material at the time of making the disclosures in the letter of offer but may have a material impact in the future. (D) The risk factors shall appear in the letter of offer in the following manner: (1) The risks envisaged by the management. (2) The proposals, if any, to address the risks and the manner in which the same are proposed to be addressed. (E) The proposals to address risks shall not contain any speculative statement on the positive outcome to any litigation, etc. (F) The proposals to address risks shall not be given for any matter that is sub-judice before any Court or Tribunal. (G) The risk factors shall be disclosed in the descending order of materiality. Wherever risks about material impact are stated, the financial and other implications of the same shall be disclosed. If it cannot be quantified, a distinct statement about the fact that the implications cannot be quantified shall be made. (V) Prominent notes: This section shall contain notes which are required to be given prominence and shall also include the following: (A) The net worth before the issue (as per latest audited financial statement disclosed in the letter of offer) and issue size. (B) The details of transactions by the issuer with group or subsidiary companies during one year 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, 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 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. (VI) Introduction: (A) Summary: (1) Issue details in brief. (2) Summary consolidated financial, operating and other data. (B) General Information: (1) The name and address of the registered office and the registration number of the issuer, along with the address of the Registrar of Companies where the issuer is registered. (2) The names, addresses, telephone numbers, fax numbers and e-mail addresses of the Company Secretary and compliance officer of the issuer. (3) The names, addresses, telephone numbers, fax numbers, contact person, website addresses and e-mail addresses of the bankers to the issue, Self Certified Syndicate Bankers and legal advisors to the issue. (4) The statement of inter-se allocation of responsibilities among lead merchant bankers, where more than one merchant banker is associated with the issue. (5) The following details of credit rating, in case of a rights issue of convertible debt instruments: (a) The details of all the credit ratings including unaccepted rating obtained for the issue of convertible debt instruments. (b) All credit ratings obtained during the three previous years before filing the letter of offer for any of its listed convertible debt instruments at the time of accessing the market through a convertible debt instrument. (6) The names, addresses, telephone numbers, fax numbers, website addresses and e-mail addresses of the trustees under debenture trust deed, in case of a rights issue of convertible debt instruments. (7) The name of the monitoring agency, if appointed and the disclosure as to whether the appointment is pursuant to regulation 16 of these regulations. (8) The name, address, telephone number and e-mail address of the appraising entity, in case the project has been appraised. (9) The details of underwriting, if any: (a) The names, address, telephone numbers, fax numbers and e-mail address of the underwriters and the amount underwritten by them. (b) A declaration by the board of directors of the issuer that the underwriters have sufficient resources to discharge their respective obligations. (c) In case of partial underwriting of the issue, the extent of underwriting. (d) The details of final underwriting arrangement in the letter of offer filed with the designated stock exchange, indicating actual number of specified securities underwritten. (10) The principal terms of loan and assets charged as security. (C) Capital Structure: (1) The authorised, issued and subscribed capital after suitable incorporation of the outstanding convertible securities (number of securities, description and aggregate nominal value). (2) Paid-up capital. (3) The following details of outstanding instruments: (a) Details of options, if any. (b) Details of convertible securities, if any. (4) The details of specified securities held by promoter and promoter group including the details of lock-in, pledge of and encumbrance on such specified securities. (5) The details of shares acquired by promoters and promoter group in the last one year 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) The intention and extent of participation by promoters and promoter group in the issue with respect to: (a) their rights entitlement. (b) the unsubscribed portion over and above their rights entitlement: 43 [Provided that such participation shall not result in breach of minimum public shareholding requirement stipulated in the equity listing agreement entered into between the issuer and the recognized stock exchanges where the specified securities of the issuer are listed.] 44 [(6A) Disclosure of 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.] (7) The shareholding pattern as per the latest filing with the recognised stock exchange(s). (8) The details of the shareholders holding more than one per cent. of the share capital of the issuer. (VII) Particulars of the Issue (A) Objects of the Issue: (1) The objects of the issue shall be disclosed. (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) The 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) If the investment is in equity, whether any dividends are assured; (e) The 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 the grant of a loan to any entity, 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 loan is to be granted to a subsidiary, group or associate company, details of the same. (4) If one of the objects of the issue is utilisation of the issue proceeds for long term working capital, the following additional disclosures shall be made. (a) Basis of estimation of working capital requirement, along with relevant assumptions. (b) Reasons for raising additional working capital, substantiating the same with relevant facts and figures. (c) Details of the projected working capital requirement including detailed assessment of working capital after implementation of the project or achievement of objects of the issue, as the case may be, capacity utilisation assumptions, break-up of expected current assets into raw materials, finished goods, work in progress, sundry debtors etc., along with the assumption about the holding norms for each type of current asset, total current liabilities, net current assets and envisaged sources of finance for net current assets, i.e., bank finance, institutional finance, own funds, etc. (d) The total envisaged working capital requirement in a tabular form, the margin money thereof and the portion to be financed by any bank(s) or otherwise. (e) A complete perspective on the present working capital position vis- -vis the projected working capital position based on which the money is proposed to be raised in the public issue. (f) Details of the existing working capital available with the issuer, along with a break-up of total current assets into raw materials, finished goods, work in progress, sundry debtors, etc., total current liabilities, net current assets and sources of finance for net current assets, i.e., bank finance, institutional finance, own funds, etc. (g) If no working capital is shown as part of the project for which issue is being made, the reasons therefor. (B) Requirement of Funds: (2) The requirement for funds proposed to be raised through the issue. (3) Where the issuer 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. (4) 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. (5) The details of all material existing or anticipated transactions in relation to the utlisation 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. (6) If object of the issue is to fund a project, the following details shall be given: (a) location of the project (b) plant and machinery, technology, process, etc. (c) collaboration, performance guarantee if any, or assistance in marketing by the collaborators. (d) infrastructure facilities for raw materials and utilities like water, electricity, etc. (7) If the proceeds, or any part of the proceeds, of the issue are, or is, to be applied directly or indirectly: (a) in the purchase of any business; or (b) in the purchase of an interest in any business and by reason of that purchase, or anything to be done in consequence thereof, or in connection therewith; the issuer will become entitled to an interest as Page 166 of 255 respects either the capital or profits and losses or both, in such business exceeding fifty percent, thereof; a report made by accountants (who shall be named in the letter of offer) upon: (i) the profits or losses of the business of each of the five financial years immediately preceding the issue of the letter of offer; and (ii) the assets and liabilities of the business at the last date to which the accounts of the business were made up, being a date not more than six months before the date of the issue of the letter of offer. (8) If: (a) the proceeds, or any part of the proceeds, of the issue of the shares or debentures are or is to be applied directly or indirectly in any manner resulting in the acquisition by the issuer of shares in any other body corporate; and (b) by reason of that acquisition or anything to be done in consequence thereof or in connection 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 up. (9) Strategic partners, if applicable, to the project or objects of the issue. (10) Financial partners, if applicable to the project or objects of the issue. (D) Funding Plan (Means of Finance): (1) An undertaking shall be given in the letter of offer 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 proposed issue and existing identifiable internal accruals, have been made. (2) The balance portion of the means of finance for which no firm arrangement has been made shall be mentioned without specification. (3) The details of funds tied up and the avenues for deployment of excess proceeds, if any. (E) Appraisal: (1) The scope and purpose of the appraisal, if any, along with the date of appraisal. (2) The cost of the project and means of finance as per the appraisal report. (3) Explanation regarding revision, if any, in the project cost and the means of finance after the date of issue of the appraisal report. (4) The weaknesses and threats, if any, given in the appraisal report, by way of risk factors. (F) Schedule of Implementation: 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. (G) Deployment of Funds: (1) The 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 shall be disclosed. (H) 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. (I) Details of Balance Fund Deployment: Year wise break up of the expenditure proposed to be incurred on the said project. (J) 45 [Interim Use of Funds: Net issue proceeds pending utilization (for the stated objects) shall be deposited only in the scheduled commercial banks included in the Second Schedule of Reserve Bank of India Act, 1934.] (K) Any special tax benefits for the issuer and its shareholders. (L) Key Industry Regulations for the proposed objects of the issue (if different from existing business of the issuer) (M) Interest of promoters and directors, as applicable to the project or objects of the issue (VIII) History and Corporate Structure about the Issuer: In case the issuer has not come out with any issue in the past ten years or more, a brief statement about the history and corporate structure of the issuer, main objects of the issuer and major events in the past. (IX) Management (Board of Directors): (A) Name, age, qualifications, Director Identification Number, experience, address, occupation and date of expiration of the current term of office of manager, managing director, and other directors (including nominee directors, whole-time directors), giving their directorships in other companies. 46 [(1) Details of current and past directorship(s) for a period of five years in listed companies whose shares have been/were suspended from being traded on the Bombay Stock Exchange Ltd./National Stock Exchange of India Ltd., as follows: Name of the Company: Listed on [give name of the Stock Exchange(s)]: Date of Suspension on stock exchanges: Suspended more than three months: Yes/No. If yes, reasons for suspension and period of suspension: Whether suspension revoked: Yes/No. If yes, date of revocation of suspension: Date and Term of Director in the above company(ies). Explanation.-The above details shall be given for a period of five years prior to date of filing of draft offer document and ought to be updated upto the date of filing of the red herring prospectus. In case of offer documents for fast track issues filed under regulation 10, the period of five years shall be reckoned on the date of filing of prospectus with Registrar of Companies or letter of offer with the designated stock exchange. (2) Details of current and past directorship in listed companies who have been/were delisted from the stock exchange(s): 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: Whether relisted: Yes/No. If yes, date of relisting on [give name of the Stock Exchange(s)]: Date and Term of Director in the above company/ies. ] (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. (X) Financial Information of the Issuer: (A) Stand-alone and consolidated financial statements of the issuer: (4) A report by the auditors of the issuer 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. (5) A report by the auditors of the issuer 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. (6) For the purpose of clauses (1) and (2) above, it shall be sufficient if: (a) 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 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. (b) In the statement of profit or loss, the information required to be disclosed under the heads of income and expenditure as per clause 41 of the equity listing agreement in respect of quarterly financial information to be filed with the recognised stock exchanges, has been provided. (B) In addition, in accordance with Ministry of Finance Circular no.F.2/5/SE/76 dated February 05, 1977 and amended further on March 08, 1977, the following information for the period between the last date of the balance sheet and profit and loss account sent to the shareholders and up to the end of the last but one month preceding the date of the letter of offer shall be furnished. (2) Working results of the issuer under following heads: (a) (i) Sales / turnover (ii) Other income (b) Estimated gross profit / loss (excluding depreciation and taxes) (c) (i) Provision for depreciation (ii) Provision for taxes (d) Estimated net profit / loss (3) Material changes and commitments, if any affecting financial position of the issuer. (4) 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 (C) 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). (D) Accounting and other ratios: The following accounting ratios shall be given for each of the accounting periods for which financial information is given: (5) Earnings per share: This ratio shall be calculated after excluding extra ordinary items. (6) Return on Networth: This ratio shall be calculated excluding revaluation reserves. (7) Net Asset Value per share: This ratio shall be calculated excluding revaluation reserves. (8) Accounting and other ratios shall be based on the financial statements prepared on the basis of Indian Accounting Standards. (E) Capitalisation Statement: (4) A Capitalisation Statement showing total debt, net worth, and the debt/ equity ratios before and after the issue is made shall be incorporated. (5) 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. (6) An illustrative format of the Capitalisation Statement is specified hereunder: Particulars Pre-issue as at 30-6-1995 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 31-3-1995 (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. (F) One standard financial unit shall be used in the Letter of Offer (XI) A statement to the effect that the price has been arrived at in consultation between the issuer and the Merchant banker. (XII) Outstanding Litigations and Defaults: The following details shall be disclosed by the issuer: (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 or which have arisen in the immediately preceding ten years involving: (1) Issues of moral turpitude or criminal liability on the part of the issuer (2) Material violations of statutory regulations by the issuer (3) Economic offences where proceedings have been initiated against the issuer. (C) For the purpose of determining materiality, the following tests or parameters shall be applied: (1) For the outstanding litigations which may not have any impact on the future revenues, the disclosure is required: (a) Where the aggregate amount involved in such individual litigation exceeds one per cent. of the net worth of the issuer as per last completed financial year; or (b) Where the decision in one case is likely to affect the decision in similar cases, even though the amount involved in single case individually may not exceed one per cent. of the net worth of the issuer as per the last completed financial year. (2) For the outstanding litigations which may have any impact on the future revenues, the disclosure is required: (a) Where the aggregate amount involved in such individual litigation is likely to exceed one per cent. of the total revenue of the issuer as per last completed financial year; or (b) Where the decision in one case is likely to affect the decision in similar cases, even though the amount involved in single case individually may not exceed one per cent. of the total revenue of the issuer, if similar cases put together collectively exceed one per cent. of total revenue of the issuer as per last completed financial year. (D) These disclosures shall be made in respect of the issuer and the subsidiary companies of the issuer whose financial statements are included in the offer document, either separately or in consolidated form. (XIII) Government Approvals or Licensing Arrangements: In case of a new line of activity/project, all pending government and regulatory approvals; In case of an existing line of activity/project, al pending regulatory and government approvals and pending renewals of licences. (XIV) Material Development: Any material development after the date of the latest balance sheet and its impact on performance and prospects of the issuer. (XV) 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, 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. (C) A confirmation whether any of the directors of the issuer 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. (D) It may be disclosed whether the issuer, promoters, group companies, the relatives (as per Companies Act,1956) of promoters, group companies are identified as willful defaulters 47 [***]. (E) A statement to the effect that the issuer is in compliance with provisions specified in Part E of this Schedule. (F) Details of compliance with eligibility requirements to make a fast track issue, if applicable. (G) Disclaimer clauses: (1) The letter of offer shall contain the following disclaimer clause in bold capital letters: It is to be distinctly understood that submission of Letter of Offer 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 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. Lead merchant banker, has certified that the disclosures made in the Letter of Offer are generally adequate and are in conformity with SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 in force for the time being. 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 merchant banker is expected to exercise due diligence to ensure that the issuer discharges its responsibility adequately in this behalf and towards this purpose, the lead merchant banker . 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 section 63 or section 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 any irregularities or lapses in letter of offer. (2) Disclaimer Statement from the issuer and lead merchant banker: A statement to the effect that the issuer and the lead merchant banker accept no responsibility for statements made otherwise than in the Letter of Offer 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 his own risk. Investors who invest in the issue will be deemed to have been represented by the issuer and lead manager 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 provisions of law and the rules and regulations are applicable to the letter of offer. (4) Disclaimer clause of the stock exchanges, if any (5) Disclaimer clause of the Reserve Bank of India (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) Details of fees payable to (in terms of amount, as a percentage of total issue expenses and as a percentage of total issue size): (1) Lead merchant bankers. (2) Co-lead merchant bankers, if any (3) Co-managers, if any (4) Other merchant bankers (5) Registrars to the issue (6) Advisors (7) Bankers to the issue (8) Trustees for the debt instrument holders. (9) Others (10) Underwriting commission, brokerage and selling commission. (J) 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. (XVI) Offering Information: (A) Terms of payments and procedure and time schedule for allotment and issue of certificates, credit of specified securities to the investors demat account. (B) How to apply, availability of application forms and letter of offer and mode of payment, including the following: (1) Applications by mutual funds: (a) The necessary disclosures under the heads Procedure for applications by mutual funds and Multiple Applications shall be incorporated 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. (b) A disclosure that the applications made by asset management companies or custodians of a mutual fund shall clearly indicate the name of the concerned scheme for which application is being made. (2) Applications by non-resident Indians: The following disclosures shall be made: (a) the name and address of at least one place in India from where individual non-resident Indian applicants can obtain the application forms. (b) A 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. (3) Application by ASBA investors: Disclosures regarding eligible ASBA investors and ASBA process including specific instructions for submitting Application Supported by Blocked Amount. (4) A statement that the shareholders who have not received the application form may, along with the requisite application money, apply in writing on a plain paper. (5) The format to enable the shareholders to make the application on plain paper specifying therein necessary particulars such as name, address, ratio of rights issue, issue price, number of equity shares held, ledger folio numbers, depository participant 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 s account; (6) 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. 48 [(BA) 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.] (C) 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: (1) makes in a fictitious name an application to a company for acquiring, or subscribing for, any shares therein, or (2) 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. (D) Declaration about the credit of specified securities to the demat account / refunds within a period of fifteen days and interest in case of delay in refund at the prescribed rate. (E) Mode of making refunds: (1) The mode in which the issuer shall make refunds to applicants in case of oversubscription. (2) 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. (3) The permissible modes of making refunds are as follows: (a) In case of applicants residing in any of the centres specified by the Board: by crediting of refunds to the bank accounts of applicants through electronic transfer of funds by using ECS (Electronic Clearing Service), Direct Credit, RTGS (Real Time Gross Settlement) or NEFT (National Electronic Funds Transfer), as is for the time being permitted by the Reserve Bank of India; (b) In case of other applicants: by 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 (c) In case of any category of applicants specified by the Board: crediting of refunds to the applicants in any other electronic manner permissible under the banking laws for the time being in force which is permitted by the Board from time to time. (XVII) Undertakings by the issuer in connection with the issue: The issuer shall undertake that: (A) the complaints received in respect of the Issue shall be attended to by the issuer expeditiously and satisfactorily. (B) that 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 seven working days of finalisation of basis of allotment. (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) that 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. (E) that adequate arrangements shall be made to collect all ASBA applications and to consider them similar to non-ASBA applications while finalizing the basis of allotment. (F) In case of convertible debt instruments, the issuer shall additionally undertake that: (1) the issuer 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 trustees at the end of each half-year. (2) the issuer shall disclose the complete name and address of the debenture trustee in the annual report. (3) the issuer 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. (4) the issuer 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. (5) 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. (XVIII) Utilisation of Issue Proceeds: The letter of offer for an issue other than a rights issue made by any bank or 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 public shall be transferred to separate bank account. (B) details of all monies utilised out of the issue referred to in clause (A) shall be disclosed under an appropriate separate head in the balance sheet of the issuer indicating the purpose for which such monies had been utilised; and (C) details of all unutilised monies out of the issue of specified securities referred to in clause (A) shall be disclosed under an appropriate separate head in the balance sheet of the issuer indicating the form in which such unutilised monies have been invested. (XIX) Restrictions on foreign ownership of Indian securities, if any: (A) Investment by NRIs. (B) Investment by 49 [foreign portfolio investors]. (XX) Statement regarding minimum subscription clause: The following statement shall appear in the letter of offer: (A) If the issuer does not receive the minimum subscription of ninety per cent. of the issue (including devolvement of underwriters where applicable), the entire subscription shall be refunded to the applicants within fifteen days from the date of closure of the issue. (B) If there is delay in the refund of subscription by more than 8 days after the issuer becomes liable to pay the subscription amount (i.e. fifteen days after closure of the issue), the issuer will pay interest for the delayed period, at rates prescribed under sub-sections (2) and (2A) of Section 73 of the Companies Act, 1956. (XXI) Statutory and other information: (A) Option to subscribe in the issue: (1) The details of option, if any, to receive the specified securities subscribed for either in demateralised form or physical form. (2) The lead merchant banker shall incorporate a statement in the offer document and in the application form to the effect that the investor shall have an option either to receive the security certificates or to hold the securities in dematerialised form with a depository. (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. (XXII) Any other material disclosures, as deemed necessary. (XXIII) Declaration: (A) 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 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. (B) 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. (C) The signatories shall further certify that all disclosures made in the letter of offer are true and correct. (6) A listed issuer making disclosures in the letter of offer as per this Part 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 sub-regulation (1) of regulation 61 and shall also make such document available as a material document for inspection. 50 [(7) Full disclosures in the draft letter of offer or letter of offer as the case may be shall be made for warrants issued along with rights issues, regarding the objects towards which the funds from conversions of warrants are proposed to be used. In such cases, the provisions of this Part dealing with Objects of the Issue shall apply, mutatis mutandis.] PART F [See regulation 58(2)] DISCLOSURES IN ABRIDGED LETTER OF OFFER (1) A listed issuer making a rights issue of specified securities shall make disclosures, as specified in Part D of this Schedule, in the abridged letter of offer. 51 [(2) However, if the conditions specified in clause (1) in Part E of this Schedule are satisfied, the disclosure requirements specified in the following clauses in Part D of this Schedule, shall not be applicable to such issuer: (a) Sub-item (B) of item II ; (b) Sub-item (D) of item III; (c) Item V; (d) Item VI; (e) Item VII ; (f) Item X; (g) Item XI; (h) Item XIV; (i) Item XV; (j) Item XVI.] (2) The order in which items shall appear in the abridged letter of offer shall correspond, wherever applicable, to the order in which items appear in the letter of offer. (3) The abridged letter of offer shall also include the following disclosures: (a) Provisions pertaining to applications referred to in sub-regulations (2), (3) and (4) of regulation 54; (b) Rights entitlement ratio; (c) Fractional entitlements; (d) Renunciation; (e) Application for Additional equity shares; (f) Intention of promoters to subscribe to their rights entitlement; (g) Statement that a copy of the offer document of the immediately preceding public or rights issue is made available to the public as specified under sub-regulation (1) of regulation 61 and also as a document for public inspection. 52 [PART G [See regulation 4(6)] DISCLOSURES PERTAINING TO WILLFUL DEFAULTERS (1) If the issuer or any of its promoters or directors is a wilful defaulter, it shall make the following disclosures: (a) Name of the bank declaring the entity as a wilful defaulter; (b) The year in which the entity is declared as a wilful defaulter; (c) Outstanding amount when the entity is declared as a wilful defaulter; (d) Name of the party declared as a wilful defaulter; (e) Steps taken, if any, for the removal from the list of wilful defaulters; (f) Other disclosures, as deemed fit by the issuer in order to enable investors to take informed decisions; (g) Any other disclosure as specified by the Board. (2) The fact that the issuer or any of its promoters or directors is a wilful defaulter shall be disclosed prominently on the cover page with suitable cross-referencing to the pages. (3) Disclosures specified herein shall be made in a separate chapter or section distinctly identifiable in the Index / Table of Contents.] ********* 1 Substituted by the SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2015, w.e.f. 14.08.2015. Prior to its substitution, it read as under : The words group companies , wherever they occur, shall mean companies, firms, ventures, etc. promoted by the promoters of the issuer, irrespective of whether such entities are covered under section 370(1)(B) of the Companies Act, 1956 or not. 2 Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2011, w.e.f. 23.09.2011. 3 Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2011, w.e.f. 23.09.2011. 4 Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2012, w.e.f. 12.10.2012. 5 Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2014, w.e.f. 4-2-2014. 6 Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Fifth Amendment) Regulations, 2015, w.e.f. 01.01.2016. 7 Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2014, w.e.f. 04.02.2014. 8 Substituted by SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2010, w.e.f. 01.05.2010. Prior to its substitution clause (e) read as under: (e) The underwriting agreement shall list out the role and obligations of each syndicate member and inter-alia contain a clause stating that margin collected from categories other than qualified institutional buyers shall be uniform across the book runner(s) or syndicate members for each such category, indicating the percentage to be paid as margin by the investor at the time of bidding. 9 Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2010, w.e.f. 13.04.2010. 10 Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2010, w.e.f. 13.04.2010. 11 Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2010, w.e.f. 13.04.2010. 12 Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2012, w.e.f. 30.01.2012. 13 Substituted by the SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2015, w.e.f. 11.08.2015. Prior to its substitution, sub-item (I) read as under : (I) Interim Use of Funds : Investment avenues in which the management proposes to deploy issue proceeds, pending its utilisation in the proposed project. 14 Substituted by SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2011 w.e.f. 23.09.2011. Prior to its substitution, sub-clause (h) read as under: (h) Comparison of all the accounting ratios of the issuer as mentioned in items (a) to (g) above with the industry average and with the accounting ratios of the peer group (i.e., companies of comparable size in the same industry the source from which industry average and accounting ratios of the peer group has been taken shall be indicated). 15 Omitted by SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2010, w.e.f. 13.04.2010. Prior to its omission, sub-clause (f) read as under: (f) amount of accumulated profits or losses of the subsidiary(ies) not accounted for by the issuer. 16 Substituted for (XII) by the SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2010, w.e.f. 12.11.2010. 17 Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2010, w.e.f. 12.11.2010. 18 Substituted for discussed by SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2010, w.e.f. 13.04.2010. 19 Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2012, w.e.f. 30.01.2012. 20 Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2009, w.e.f. 01.04.2010. 21 Substituted by the SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2014, w.e.f. 4-2-2014. Prior to its substitution, said illustrative format read as under: As at March 31, . 20X1 20X2 20X3 20X4 20X5 (Rupees in lakhs) (1) Fixed Assets Gross Block 440 750 900 922 1350 Less : Depreciation (55) (107) (170) (250) (320) Net Block 385 643 730 672 1030 Less : Revaluation Reserve (100) (95) (89) (83) (75) Net Block after adjustment for Revaluation Reserve 285 548 641 589 955 (2) Current Assets, Loans and Advances Inventories 485 420 720 1030 3200 Sundry Debtors 28 30 30 500 2500 Cash and Bank Balances 13 14 22 200 400 Loans and Advances 78 100 85 1100 2000 Other Current Assets 70 80 55 200 220 Total 674 644 912 3080 8320 (3) Liabilities and Provisions: Secured Loans 376 607 616 620 460 Unsecured Loans 3 3 - - 4000 Current Liabilities and Provisions 250 180 330 460 1100 Total (629) (790) (946) (1080) (5560) (4) Net worth 330 402 607 2589 3715 (5) Represented by Share Capital 300 300 400 1600 2000 Reserves 130 197 296 1072 1790 Less : Revaluation Reserve (100) (95) (89) (83) (75) Reserves (Net of revaluation reserves) 30 102 207 989 1715 Net worth 330 402 607 2589 3715 22 Substituted for (c) or (d) by SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2010, w.e.f. 13.04.2010. 23 Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2010, w.e.f. 13.04.2010. 24 Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2009, w.e.f. 01.01.2010. 25 Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2010, w.e.f. 12.11.2010 26 Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2009, w.e.f. 11.12.2009. 27 Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2010, w.e.f. 13.04.2010. 27 Substituted by the SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2015, w.e.f. 14.08.2015. Prior to their substitution, sub-clauses (1) and (2) read as under : (1) Outstanding litigations involving the issuer: (a) Litigations against the issuer or against any other company whose outcome could have a materially adverse effect of the position of the issuer; (b) All litigations against the directors involving violation of statutory regulations or alleging criminal offence; (c) Any criminal/civil prosecution against the directors for any litigation towards tax liabilities; (d) Pending proceedings initiated for economic offences against the issuer or its directors along with their present status; (e) Adverse findings, if any, in respect of the issuer as regards compliance with the securities laws; (f) The details of the past cases in which penalties were imposed by the authorities concerned on the issuer or its directors; (g) Outstanding litigations, defaults, etc. pertaining to matters likely to affect operations and finances of the issuer, including disputed tax liabilities, prosecution under any enactment in respect of Schedule XIII to the Companies Act, 1956 (1 of 1956) etc.; (h) The information regarding pending litigations, defaults, non-payment of statutory dues, proceedings initiated for economic offences or civil offences (including the past cases, if found guilty), any disciplinary action taken by the Board or stock exchanges against the issuer or its directors shall be appropriately disclosed under this head and as risk factor(s); (i) The name(s) of the small scale undertaking(s) or any other creditors to whom the issuer owes a sum exceeding Rs. one lakh which is outstanding more than thirty days. (2) The information regarding outstanding litigations as specified sub-para (g) of para (1) of sub-item (A) of Item (X) shall also be furnished in respect of the subsidiaries of the issuer. 29 Omitted by the SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2015, w.e.f. 14.08.2015. Prior to its substitution, sub-clause (3) read as under : (3) Outstanding litigations involving the promoter and group companies: (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, all pending litigations in which the promoters are involved, defaults to the financial institutions or banks, non-payment of statutory dues and dues towards instrument holders such as debt instrument holders, fixed deposits and arrears on cumulative preference shares, by the promoters and group companies, together with the amounts involved and the present status of such litigations or defaults and the details of proceedings initiated for economic offences or civil offences (including the past cases, if found guilty), any disciplinary action taken by the Board or recognised stock exchanges against the promoters and group companies. The likely adverse effect of these litigations, defaults, etc. on the financial performance of the issuer shall also be mentioned. (b) The cases of pending litigations, defaults, etc. in respect of group companies with which the promoters were associated in the past but are no longer associated shall also be disclosed in case their name(s) continue to be associated with the particular litigation(s). (c) If any of the group companies had faced/is facing any litigations/defaults/overdues or labour problems/closure etc., the same shall be disclosed. (d) All the litigations against the promoter involving violation of statutory regulations or alleging criminal offence shall be furnished in the offer document. (e) Pending proceedings initiated for economic offences against the promoters, group companies shall be disclosed separately indicating their present status. (f) Adverse findings, if any, in respect of the persons/entities connected with the issuer/promoter/group companies as regards compliance with the securities laws. (g) The details of the past cases in which penalties were imposed by the concerned authorities. 30 Words by Reserve Bank of India or other authorities omitted, by SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2016, w.e.f. 25.05.2016. 31 Substituted for letter of offer by SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2010, w.e.f. 13.04.2010. 32 Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2010, w.e.f. 12.11.2010. 33 The words and application form omitted by SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2011 w.e.f. 01.11.2011. 34 Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Fifth Amendment) Regulations, 2015, w.e.f. 01.01.2016. 35 Substituted for foreign institutional investors by the SEBI (Foreign Portfolio Investors) Regulations, 2014, w.e.f. 7-1-2014. 36 Substituted by SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2011, w.e.f. 23.09.2011. Prior to its substitution, section (ii) read as under: (ii) In case of other applicants: by 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 37 Substituted for thirty days by SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2010, w.e.f. 13.04.2010. 38 Substituted for foreign institutional investors by the SEBI (Foreign Portfolio Investors) Regulations, 2014, w.e.f. 7-1-2014. 39 Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2014, w.e.f. 4-2-2014. 40 The bracket and letter (e) omitted by SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2010, w.e.f. 13.04.2010. 41 Item (f) renumbered as item (e), by SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2010, w.e.f. 13.04.2010. 42 Substituted by SEBI (Issue of Capital and Disclosure Requirements) (Seventh Amendment) Regulations, 2015, w.e.f. 01.12.2015. Prior to its substitution, Part D of Schedule VIII as amended by SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2011, w.e.f. 01.11.2011, SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2014, w.e.f. 04.02.2011, and SEBI (Issue of Capital and Disclosure Requirements) (Fifth Amendment) Regulations, 2015, w.e.f. 01.01.2016 read as under: PART D [See regulation 58(1)] DISCLOSURES IN ABRIDGED PROSPECTUS General Instructions: (I) Information which is of generic nature and not specific to the issuer shall be brought out in the form of a General Information Document (GID) as specified by the Board. (II) Abridged Prospectus shall be printed in a booklet form of A4 size paper. (III) The Abridged Prospectus shall be printed in a font size which shall not be visually smaller than Times New Roman size 10 (or equivalent). Exceptions can be made only where the information is in a tabular form and cannot fit in the table, which shall not be visually smaller than Times New Roman size 8 (or equivalent). (IV) Information required to be given in Tabular Format should not appear in running text format. (V) The order in which items appear in the abridged prospectus shall be as specified in this Schedule. (VI) 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. Disclosures : An issuer making a public issue of specified securities shall make the following disclosures in the abridged prospectus: (I) Cover Page: (A) Indicate that the issue is 100% Book Building Issue or Fixed Price Issue. (B) Indicate the total number of pages in the booklet. (C) Attention of investor should be invited to the following statement: Please ensure that you read the Red Herring Prospectus (RHP), the General instructions contained in this Memorandum and the General Information Document (GID) for investing in Public Issues undertaken through the book building process before applying in the Issue. Unless otherwise specified, all terms used in this form shall have the meaning ascribed to such terms in the RHP. The investors are advised to retain a copy of RHP/Abridged Prospectus for their future reference . (D) If the GID is not appended to the Abridged Prospectus, indicate where the GID would be available for perusal. (E) Logo of the issuer, name of the issuer, incorporation details including details of change in name (if any), Corporate Identity Number, registered office of the issuer along with telephone number, fax number, email address and website address. (F) Name, phone number, fax number, email address of Compliance Officer for any pre-issue or post-issue related problems. (G) All the grades obtained for the public issue, along with the page numbers where rationale or description furnished by the credit rating agency(ies) for each of the grades obtained is contained in this abridged prospectus. (H) Wherever applicable, the rating for the proposed issue of the convertible debt instruments or preference shares, if any, obtained from the credit rating agencies, shall also be indicated. (I) The dates of opening, earliest closing and closing of the issue. (J) Attention of investor should be invited to the following: Investors are advised to refer to Exchange Website and Issue advertisement two days prior to Bid Opening Date for information regarding Price band, price discount (if any), Minimum Bid Lot, P/E Ratio, and Revised Price Band (if any, and revised closing date thereof); Page . for Index/ Table of Contents; Price Band /Issue Price (which has been determined and justified by Merchant Banker) stated under the paragraph on Basis of Issue Price . Information about Qualitative Factors Quantitative Factors for determining Basis of Issue Price is available on Page . of this Abridged Prospectus ; Page . of this abridged Prospectus for Price Information of past issues handled by Merchant Bankers . (K) Other statutory details pertaining to Issue (Number of equity shares and/or issue size percentage of dilution and whether the same is in compliance with post issue dilution requirement). (L) The name(s) of the recognised stock exchange(s) on which the specified securities are proposed to be listed. (M) Cover Page should draw attention of investors to read the risk factors indicate the page number where risk factors are contained in abridged prospectus. (II) Inside Cover Page: (A) The name and logo of the lead merchant bankers, along with telephone number, fax number, website address, name of contact person and email address. (B) The name, logo and address of the registrars to the issue, along with telephone number, fax number, website address, name of contact person and email address. (C) Names of Syndicate Members. (D) The name and address along with telephone number, fax number and registration number of the statutory auditors. (E) The name and address of the collecting bankers, where applicable. (F) Details regarding website address(es)/link(s) from which the investor can obtain list of designated branches of Self Certified Syndicate Banks. (FA) Details regarding website address(es)/link(s) from which the investor can obtain list of registrar to issue and share transfer agents, depository participants and stock brokers. (G) The name and website address of the Credit rating agencies. (H) The name and address of the trustee under debenture trust deed (in case of a debenture issue), along with telephone number, fax number, website address, name of contact person and email address. (I) Indicative dates of Bid/ Issue Closing, finalization of basis of allotment with stock exchanges, credit of equity shares to investors demat accounts, initiation of refunds and commencement of trading in tabular format. (Attention of investor should be invited to disclaimers with regard to indicative table.) (III) Table/Index of Contents should be included in tabular format. (IV) Our History, Promoters and Management: (A) History of the issuer and the details of any demergers, mergers and acquisitions to be provided. (B) Promoters and their background to be provided. (1) Where promoter is individual a complete profile of the promoters, including their name, educational qualifications, experience in the business or employment and in the line of business proposed in the offer document, positions/posts held in the past, their business and financial performance to be provided. (2) Where the promoters are companies, history of the companies and the promoters of the companies shall be furnished. (C) Board of Directors: (1) Name, Designation, Date of Appointment and date of expiration of the current term , Qualification, Occupation, Age and a Brief Profile of each Director. (2) Attention of investor should be invited to refer to RHP for further details. (3) Change, if any, in the directors during the last three years in tabular format. Particulars of name, date of appointment, date of cessation and reasons, thereof. (4) 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. (D) Shareholding Pattern: (1) The aggregate shareholding of each of the categories as prescribed in terms of Clause 35 of Listing Agreement in the following format: Category No. of Shareholders Pre-Issue Post-Issue No .of Equity Shares Percentage No. of Equity Shares Percentage (2) The names of the ten largest shareholders of the issuer , number of equity shares held and percentage of the total pre and post issue capital as on the date of registering the offer document with the Registrar of Companies in tabular format. (3) The names of public shareholders holding more than 1% of pre-issue capital, number of equity shares held and percentage of the total pre and post issue capital as on the date of registering the offer document with the Registrar of Companies in tabular format. (4) Sale or Purchase/Subscription of Company s securities by promoter(s)/promoter group/director(s) within three years immediately preceding the date of registering the offer document with the Registrar of Companies which in aggregate is equal to or greater than 1% of pre-issue capital of company in tabular format. The table shall indicate name of the shareholder, whether the shareholder is a promoter/promoter group/director, total number of shares acquired and total number of shares sold. (E) Group Companies/Subsidiaries/Joint Ventures: (1) Name of the group companies, Equity Capital, Turnover, Profit after tax, shareholding of issuer company and listing status to be given in tabular format for preceding financial year or the last period of audited financial statements included in offer document. This information is to be given for the five largest group companies based on turnover. However information regarding every such group company which has become a sick industrial company or is under winding up or has a negative net worth shall be given. (2) Total number of subsidiaries and joint ventures to be indicated. (3) Name of the Subsidiaries/Joint Ventures, Equity Capital, Turnover, Profit after tax, shareholding of issuer company and listing status to be given in tabular format for Subsidiaries/Joint Ventures which contribute more than 5% of revenue/profits/assets of the issuer company on a consolidated basis in the preceding financial year or the last period of audited financial statements included in offer document. (F) Details of Material Penal Actions/ Litigations. (G) Details of Material Related Party Transactions. (H) Details and reasons for non-deployment or delay in deployment of proceeds or changes in utilization of issue proceeds of past public issues/rights issues, if any, of the Company in the preceding 10 years. (V) Our Business: (A) Summary of Our Business as appearing in offer document. Attention of investor should be invited to refer to RHP for details with regards to business. (B) Industry Overview- Attention of investor should be invited to refer to RHP. (C) Regulations and Policies-Attention of investor should be invited to refer to RHP. (D) Details of all pending Government and other Approvals to be indicated. Attention of investor should be invited to refer to RHP for further details. (VI) Our Financial Information: (A) Summary Statement of Assets and Liabilities, as restated, appearing in offer document in tabular form. Additionally the following line items shall be included in the table- for initial public offerings, details of bonus issues; and, for further public offerings, details of dividends and bonus issues. (B) Summary Statement of Profit and Loss Account as restated appearing in offer document in tabular form. (C) Management s Discussion and Analysis of Revenues and Profits/Losses. (D) Material Development: Any material development after the date of the latest balance sheet and its impact on performance and prospects of the issuer. (E) Aggregate number of shares for Capitalization of Reserves or Profits in the last 5 years. (F) Revaluation of Assets in the last 5 years. (G) Change, if any, in the auditors during the last three years in tabular format. Particulars of name of auditor, date of appointment/reappointment, date of cessation and reasons for change, thereof. (H) The authorized, issued, subscribed and paid-up capital, present issue size, Paid-up Capital after the issue, Paid-up capital after conversion of securities (if applicable), (number of instruments, description, aggregate nominal value) in tabular form. Additionally for further public offerings, details of outstanding convertible instruments if any, to be included. (I) Notes to the Capital Structure - Attention of investor should be invited to refer to RHP. (VII) Risk Factors: (A) The risk factors should be classified under the following heads: (1) Risks arising out of Offences/Litigations/Losses Etc. (2) Company/Group Specific Risks- Project/Objects specific risk. (3) Industry Specific Risks. (B) The heading of the risk factors should appear in bold and italics. All the risk factors should be highlighted. (C) Attention of investor should be invited to refer to RHP or to the General Information Document for Other Risks and General Risks. (VIII) Particulars of the Issue: (A) Objects of the issue. (B) Cost of the Project. (C) Means of financing. (D) Schedule of Deployment of Issue Proceeds. (E) Name of Appraising Agency, where applicable. (F) Name of Monitoring Agency (where applicable), if appointed by the issuer and the disclosure as to whether the appointment is pursuant to regulation 16 of these regulations. (IX) Basis of Issue Price: (A) Qualitative Factors for determining the basis of issue price for the issuer as included in offer document. (B) Quantitative Factors for determining the basis of issue price for the issuer as under: (1) Earnings per share and Diluted Earnings Per Share pre-issue (and the weight assigned) on consolidated basis (where applicable) in tabular form for the last three years (as adjusted for changes in capital). (2) Average return on net worth (and the weight assigned) on consolidated basis (where applicable) in tabular form for the last three years. (3) Net Asset Value on per share on consolidated basis (where applicable) in tabular form for the last three years. (C) Comparison of following parameters of the issuer with the industry average and with that of the peer group (i.e., companies of comparable size in the same industry) in tabular form: (1) Name of company. (2) Revenue. (3) Earnings per share. (4) Face Value of Shares. (5) Average Return on net worth. (6) P/E Ratio. (7) Related to Period. (8) Consolidated/Standalone. (D) Attention of investor should be invited to refer to/download Issue Advertisement/ Stock Exchange Website/Website of the company and lead merchant bankers or contact the Syndicate Member/Bankers to the Issue for Issue Price related Quantitative Factors. (E) For further public offerings, stock market data (Price Data), adjusted for all corporate actions, to be given for the stock exchange which recorded the maximum aggregate turnover in terms of the number of shares traded in the last six months. Particulars of month, Highest Closing Price, Lowest Closing Price, Total Volume (separately for all stock exchanges) and Main Index Closing Value to be given in tabular format. (X) Other Regulatory and Statutory Disclosures: (A) The disclosure under the heading IPO Grading , stating all the grades obtained for the initial public offer, along with the summary of rationale or description furnished by the credit rating agency(ies) for each of the grades obtained. Particulars of Grading Agency, Grades Assigned and assessment in tabular format (if applicable). (B) Any special tax benefits (if any) for the issuer/project and its shareholders (Only section numbers of the relevant legal provisions should be mentioned, without reproducing the text of the sections). (C) Authority for the issue. (D) Eligibility of the Issue-Only Specific Regulation to be indicated without reproducing the text of the regulation. (E) Expert opinion obtained, if any, except of Auditors and IPO Grading Agencies. (F) Material Contracts and Documents for Inspection. (G) Time and Place of Inspection of material contracts (List of material contracts not required). (H) Price Information of past issues handled by Merchant Bankers, in the format and manner as specified by the Board. (I) Declaration Signatories to the Offer Document. Details of Bidding Centres. 43 Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2010, w.e.f. 13.04.2010. 44 Inserted by SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, w.e.f. 23.09.2011. 45 Substituted by the SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2015, w.e.f. 11.08.2015. Prior to its substitution, sub-item (J) read as under : (J) Interim Use of Funds: Investment avenues in which the management proposes to deploy issue proceeds, pending its utilisation in the proposed project. 46 Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2010, w.e.f. 12.11.2010. 47 The words by Reserve Bank of India or other authorities omitted by SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2016 w.e.f. 25.05.2016. 48 Inserted by the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, w.e.f. 01.12.2015. 49 Substituted for FIIs by the SEBI (Foreign Portfolio Investors) Regulations, 2014, w.e.f. 7-1-2014. 50 Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2012, w.e.f. 30.01.2012. 51 Substituted by SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2010, w.e.f. 13.04.2010. Prior to its substitution, para (2) read as under: (2) However, if the conditions specified in clause (1) in Part E of this Schedule are satisfied, the disclosure requirements specified in the following clauses in Part D of this Schedule, shall not be applicable to such issuer: (a) Sub-item (B) of item VII; (b) Sub-item (D) of item VIII; (c) Item X; (d) Item XI, (e) Item XII , (f) Item XV, (g) Item XVI (h) Item XIX (i) Item XX and (j) Item XXI 52 Inserted by SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2016 , w.e.f. 25.05.2016.