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Matters to be specified in prospectus and reports to be set out therein

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..... of allotment letters/refunds within a period of 10 weeks and interest in case of any delay in refund at the prescribed rate under section 73(2)/(2A). (g) Date of opening of the issue. * Date of closing of the issue. * Date of earliest closing of the issue. (h) Name and address of auditors and lead managers. (i) Name and address of trustee under debenture trust deed (in case of debenture issue). (j) Whether rating from Crisil or any rating agency has been obtained for the proposed debenture/preference shares issue. * If no rating has been obtained, this should be answered as "No". * If "Yes" the rating should be indicated. (k) Underwriting of the issue. * (Names and addresses of the underwriters and the amount underwritten by them.) * (Declaration by board of directors that the underwriters have sufficient resources to discharge their respective obligations.) [2] [(l) a statement by the board of directors stating that (i) all monies received out of issue of shares or debentures to public shall be transferred to a separate bank account other than the bank account referred to in sub-section (3) of section 73; (ii) d .....

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..... marketing set up. (iii) Export possibilities and export obligations, if any (in case of a company providing any "service" particulars, as applicable, be furnished). (k) Future prospects expected capacity utilisation during the first three years from the date of commencement of production, and the expected year when the company would be able to earn cash profits and net profits. Stock market data for shares/debentures of the company (high/low price) in each of the last three years and monthly high/low during the last six months (where applicable). VI. Following particulars in regard to the company and other listed companies under the same management within the meaning of section 370(1B), which made any capital issue during the last three years: * Name of the company * Year of issue * Type of issue * (Public/rights/composite) * Amount of issue * Date of closure of issue * Date of completion of delivery of share/debenture certificates. * Date of completion of the project, where object of the issue was financing of a project * Rate of dividend paid VII. (a) Outstanding litigation pertaining to (i) matters likely to affect operation and .....

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..... of three months before the issue of the prospectus, containing a statement of that fact (and accompanied by a statement of the accounts of the company in respect of that part of the said period up to a date not earlier than six months of the date of issue of prospectus 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 company has no subsidiaries, the report shall (a) so far as regards profits and losses, deal with the profits or losses of the company (distinguishing items of a non-recurring nature) for each of the five financial years immediately preceding the issue of the prospectus; and (b) so far as regards assets and liabilities, deal with the assets and liabilities of the company at the last date to which the accounts of the company were made up. 3. If the company has subsidiaries the report shall (a) so far as regards profits and losses, deal separately with the compa .....

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..... ry of the company; a report made by accountants (who shall be named in the prospectus) upon ( i ) the profits or losses of the other body corporate for each of the five financial years immediately preceding the issue of the prospectus; and ( ii ) the assets and liabilities of the other body corporate at the last date to which its accounts were made up. ( ii ) The said report shall ( a ) indicate how the profits or losses of the other body corporate dealt with by the report would, in respect of the shares to be acquired, have concerned members of the company 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 company had at all material times held the shares to be acquired; and 2 ( b ) where the other body corporate as 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 (2) above in relati .....

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..... , or a director or proposed director of the company had any interest, direct or indirect, specifying the date of the transaction and the name of such promoter, director or proposed director and stating the amount payable by or to such vendor, promoter, director or proposed director in respect of the transaction. (ii) The property to which sub-clause (i) applies is a property purchased or acquired by the company or proposed to be purchased or acquired, which is to be paid for wholly or partly out of the proceeds of the issue offered for subscription by the prospectus or the purchase or acquisition of which has not been completed at the date of issue of the prospectus, other than property (a) the contract for the purchase or acquisition whereof was entered into in the ordinary course of the company's business, the contract not being made in contemplation of the issue nor the issue in consequence of the contract; or (b) as respects which the amount of the purchase money is not material. (iii) For the purpose of this clause, where a vendor is a firm, the members of the firm shall not be treated as separate vendors. (iv) If the company proposes to acqui .....

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..... at which the contracts together with documents will be available for inspection from the date of prospectus until the date of closing of the subscription list. Part III Provisions applying to Parts I and II of the Schedule 16. Every person shall, for the purpose of this Schedule, be deemed to be a vendor who has entered into any contract, absolute or conditional, for the sale or purchase or for any option of purchase, of any property to be acquired by the company, in any case where (a) the purchase money is not fully paid at the date of the issue of the prospectus; (b) the purchase money is to be paid or satisfied, wholly or in part, out of the proceeds of the issue offered for subscription by the prospectus; (c) the contract depends for its validity or fulfillment on the result of that issue. 17. Where any property to be acquired by the company is to be taken on lease, this Schedule have effect as if the expression "vendor" included the lessor, the expression "purchase money" included the consideration for the lease, and the expression "sub-purchaser" included a sub-lessee. 18. If in the case of a company which has been carrying on business, .....

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