TMI BlogDISCLOSURES IN OFFER DOCUMENT AND ABRIDGED PROSPECTUS AND LETTER OF OFFER FOR ISSUE OF INDIAN DEPOSITORY RECEIPTS [See regulations 185(2)(b), 193(1), 200(1), 218(2) and 222(1)]X X X X Extracts X X X X X X X X Extracts X X X X ..... pdated draft prospectus with the Board (without payment of any additional fees), after incorporating therein changes, if any, specified by the Board. The updated draft prospectus shall be made public for a period of twenty one days from the date of its filing with the Board. (c) The contents of the prospectus including the financial statements of the issuing company, its subsidiaries and associates shall be in simple English. (d) The term associate for the purpose of this Schedule would mean associate as defined in Indian Accounting Standards, or IFRS or US GAAP in which the financial statements of the issuing company are disclosed. (e) The prospectus shall contain all material information which shall be true and adequate so as to enable the investors to make an informed decision. (f) The prospectus shall contain all information and statements specified herein. (g) The issuing company shall, through a lead manager(s), file a prospectus certified by two authorized signatories of the issuing company, one of whom shall be a whole-time director and other the Chief Accounts Officer or the Chief Financial Officer, stating the particulars of the resolution of the Board ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... pliance officer in relation to the issue of IDR; (f) Name, address and contact information of stock exchanges where applications are made or proposed to be made for listing of the IDR; (g) Disclosure about provisions relating to punishment for fictitious applications; (h) Statement/declaration for refund of excess subscription; (i) Statement that an interest of 15 per cent. p.a. shall be paid to the investors if the allotment letters/refund orders are not despatched within fifteen days of the closure of the public issue; (j) Declaration about issue of allotment letters/certificates/IDR within the stipulated period; (k) Date of opening of issue; (l) Date of earliest closing of the issue; (m) Date of closing of issue; (n) Method and expected timetable of the issue; (o) A statement that subscription to the issue shall be kept open for at least three working days and not more than ten working days; (p) Declaration by the lead manager(s) with regard to adequacy of resources of underwriters to discharge their respective obligations, in case of being required to do so; (q) A statement by the issuing company that all monies received out of issue of IDR s ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... (7) Exchange-wise market price information and other information concerning the shares in the domestic market of the issuing company: This information should be updated as on the last available date before the date of the prospectus. (a) Market price of shares for each quarter of the last three calendar years preceding the calendar year preceding the year of the issue of the prospectus (High, Low, Average Daily Trading Volume) (b) Market price of shares for each month of the calendar year preceding the year of the issue of the prospectus (High, Low, Average Daily Trading Volume) (c) Market price of shares for the month preceding the date of the prospectus (High, Low, Average Daily Trading Volume) (d) The opening and closing price on the last day of the month preceding the date of the prospectus along with the volume (8) Dividends: (a) Dividend policy of the issuing company (b) Rate of dividend and amount of dividend paid for the last five financial years (c) Regulatory framework in the country of incorporation/share listed concerning dividends (d) Details of arrangement with the depositories for payment of dividend to the IDR holders (e) Chan ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... al Instructions: (1) The format of disclosure of financial results may be as per the disclosure requirements of the issuing company in the home country where the issuer is listed. (2) The issuing company shall mention the type of disclosures that it will follow i.e. whether as per Indian Accounting Standards, IFRS or US GAAP and any change in such format shall be informed to the IDR holders by way of notices to the stock exchanges. (a) The audited consolidated or unconsolidated financial statements, prepared in accordance with the Indian Accounting Standards (including all Accounting Standards issued by the Institute of Chartered Accountants of India) or with the International Financial Reporting Standards (IFRS) or US GAAP, for a period of three financial years immediately preceding the date of the prospectus shall contain the following: (i) Report of Auditors on the Financial Statements (ii) Balance Sheets (iii) Statements of Income (iv) Schedules to Accounts (v) Statements of Changes in Stockholders Equity (vi) Statements of Cash Flows (vii) Statement of Accounting Policies (viii) Notes to the Financial Statements (ix) Statement Relating to ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nancial position of issuing company for such gap are disclosed in the prospectus: Provided further that in case of an issuing company which is a foreign bank incorporated outside India and which is regulated by a member of the Bank for International Settlements or a member of the International Organization of Securities Commissions which is a signatory to a Multilateral Memorandum of Understanding, the requirement above, in respect of period beginning with last date of period for which the latest audited financial statements are made and the date of opening of the issue shall be satisfied, if the relevant financial statements are based on limited review report of such statutory auditor. (g) In case the issuing company opts to prepare and disclose the financial results as per US GAAP, a reconciliation statement vis-a-vis Indian Accounting Standards and summary of significant differences between the Indian Accounting Standards and US GAAP has to be annexed with the report. If financial results are prepared in accordance with IFRS, issuing company shall annex the summary of significant differences between the Indian Accounting Standards and IFRS. (h) Where the law of the home ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... last financial statements as disclosed in the prospectus any which materially and adversely affect or is likely to affect the trading or profitability of the issuing company, or the value of its assets, or its ability to pay its liabilities within the next twelve months, and if so, an outline of such circumstances and an assessment of their likely impact. (17) Management discussion and analysis of the financial statements (by comparing the recent financial year with the previous three financial years): (a) A summary of the past financial results after adjustments as given in the auditors report for the past three years containing significant items of income and expenditure shall be given (b) Overview of the business of the issuing company (c) Factors that may affect the results of the operations (d) An analysis of reasons for the changes in significant items of income and expenditure , inter alia, containing the following: (i) unusual or infrequent events or transaction (ii) significant economic changes that materially affected or are likely to effect income from continuing operations (iii) known trends or uncertainties that have had or are expected to ha ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s are not required to prepare such audited statements as per the laws prevailing in those countries, the same may be certified as true and correct by the Board of Directors and the management of such companies, provided a certificate from a certified public accountant or equivalent practicing in the concerned country is submitted to the Board. (21) Management: (a) Details with respect to the promoters and their background. If there are no identifiable promoters, the details and background of all persons who hold 5 per cent. or more equity share capital of the issuer. (b) Details of the board of directors and the key managerial personnel (i.e. name, address of directors, manager, managing director or other principal officers of the issuing company, date of birth, age, qualifications, industry experience, other directorships). (c) Remuneration of the Directors and the Key managerial personnel with detailed breakup, sitting fees, their relation with promoters/controlling shareholder(s), if any, their equity holding in the issuing company, duration of their association with the issuing company. (d) Organisation structure. (e) Practices of the Board of Directors ( ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... impact for IDR holders (28) Outstanding litigations and defaults: (a) Material litigation/liabilities/defaults including arrears/potential liabilities of the issuing company, its promoters/controlling shareholders/directors and its subsidiaries and associates. (b) Materiality shall be determined on the basis of factors which are specific to the project and to the issuing company, its promoters/controlling shareholders/directors, its subsidiaries and associates, which may have a bearing on the performance of the issuing company. (c) Materiality shall be decided taking the following factors into account: (i) Some litigation/defaults may not be material individually but may be material when considered collectively. (ii) Some litigation/defaults may have material impact which is qualitative though not quantitative. (iii) Some litigation/defaults may not be material at present but may have a material impact in the future. (29) Basis of issue price: (a) Earnings Per Share (EPS) pre-issue for the last three years (as adjusted for changes in capital) (b) P/E pre-issue (c) Average return on net worth in the last three years (d) Minimum return on incre ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d five sheets, printed both sides. Additional sheets may be appended for bidding centres. (III) 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. (IV) The application form shall be so positioned that on the tearing-off of the application form, no part of the abridged prospectus is mutilated. (V) The format of the abridged prospectus should include the following: The abridged prospectus for the issue of Indian Depository Receipts (IDR) shall contain the following disclosures: (1) General Information: (a) The name of the issuing company and address of the registered office of the issuing company, along with telephone number, e-mail address and website address, and if there has been a change in the address of the registered office or name of the issuing company, details thereof. (b) Name, address and contact information of the registered office of the issuing company; (c) Name, address and contact information of the domestic depository, the overseas custodian bank with the address of its office in India, the lead manager(s), the underwriter to the iss ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... /We are applying for the said equity shares as Power of Attorney holder(s) of Non- Resident Indian(s) mentioned below on non-repatriation basis. (iii) I am/We are Indian National(s) resident outside India and I am/We are applying for the said equity shares on my/our own behalf on non-repatriation basis. (c) The application form should contain necessary instructions/provisions for the following: (i) Instructions to applicants to mention the number of application form on the reverse of the instruments to avoid misuse of instruments submitted along with the applications for shares/debentures in public issues. (ii) Provision in the application form for inserting particulars relating to bank account number and the name of the bank with whom such account is held, to enable printing of the said details in the refund orders or for refunds through Electronic Clearing System. (iii) Instruction to applicants to disclose Permanent Account Number in the application form, irrespective of the amount for which application/bid is made, along with the instruction that applications without Permanent Account Number would be rejected. (iv) PAN/GIR number. (v) Details of options, i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ulars Litigation filed by Current status Amount involved (11) Material Developments: Any material development after the date of the latest balance sheet and its impact on performance and prospects of the company. (12) Board of Directors Sr. No. Name Designation (Independent/ Whole time /Executive / Nominee) Experience including current / past position held in other firms (20 - 40 words for each Director) (13) Financial Performance of the Issuing company for the last three years (Figures to be taken from the audited annual accounts in a tabular form): (a) Balance Sheet Data: Equity Capital, Reserves (State Revaluation Reserve, the year of revaluation and its monetary effect ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he risk factors carefully before taking an investment decision in this offering. For taking an investment decision, investors must rely on their own examination of the issuer and the offer including the risks involved. The securities being offered in the issue have not been recommended or approved by Securities and Exchange Board of India (SEBI) nor does SEBI guarantee the accuracy or adequacy of this document. (d) Specific attention of investors shall be invited to the statement of Risk factors given on page number(s) .. under the section General Risks . (e) Save where a form of responsibility statement is required in the offer document in accordance with the home country regulations, 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 the offer document and the addendum 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 and the addendum is true and correct in all material respects and is not misleading in any mate ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... g renunciation even if it is received subsequently. (F) Provisions relating to punishment for fictitious applications, including the disclosures that any person who: (a) makes in a fictitious name an application to a company for acquiring, or subscribing for, any IDRs therein, or (b) otherwise induces a company to allot, or register any transfer of, IDRs therein to such person, or any other person in a fictitious name, shall be punishable in accordance with the provisions of law. (G) Mode of making refunds: (1) The mode in which the issuer shall make refunds to applicants in case of oversubscription or failure to list. (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. (III) General information: (A) Name, address and contact information including telephone numbers, fax numbers, contact person, website addresses and e-mail addresses of the domestic depository, the overseas custodian bank with the address of its office in India, the merchant banker, the underwriter to the issue, syndicate member(s), bankers to the issue, self certified syndicate b ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of any family relationship between any of the directors. (C) Any arrangement or understanding with major shareholders, customers, suppliers or others, pursuant to which of the directors was selected as a director or member of senior management. (D) Details of service contracts entered into by the directors with the issuer providing for benefits upon termination of employment and a distinct negative statement in the absence of any such contract. (V) Financial information of the issuer: (A) Convenience translation of the latest annual audited statements of consolidated profit and losses, assets and liabilities and cash flows, in Indian Rupees at the closing rate of exchange, as at the date on which the financial information is presented, as filed with the stock exchanges, pursuant to relevant provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. (B) Convenience translation of the latest periodical financial results, in Indian Rupees (at the closing rate of exchange as at the date on which the financial information is presented), as filed with the stock exchanges, pursuant to relevant provisions ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... (A) Objects of the Issue: (1) The purpose of the issue. (2) Break-up of the cost of project for which the money is raised through the IDR issue. (3) The means of financing such project. (4) The proposed deployment status of the proceeds at each stage of the project. (5) Interest of promoters (if any) and directors, as applicable to the project or objects of the issue. (B) Interim Use of Funds: The issuer company shall keep funds in a bank having a credit rating of 'A' or above by an international credit rating agency. (C) Any special tax benefits to the IDR holders. (IX) Market price information and other information concerning the shares/ IDRs: Following information should be provided exchange-wise, if the securities are listed in more than one exchange. This information should be updated as on last practicable date before the date of the offer document. (A) Week-end prices for the last four weeks and highest and lowest prices of equity shares during the period with the relative dates. (B) Stock market quotation of shares of the company (high/low price in each of the last three years and monthly high/low price during the last six months) ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ied as wilful defaulters in India or in its home country. (D) Disclaimer clauses: The addendum for rights offering shall contain the following disclaimer clauses in bold capital letters: (1) Disclaimer Statement with respect to SEBI: (To be written in bold capital letter) It is to be distinctly understood that submission of the offer document and the addendum to SEBI should not in any way be deemed or construed that the same has been cleared or approved by SEBI. SEBI does not take any responsibility either for the financial 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 and the addendum. Lead manager(s), has certified that the disclosures made in the addendum are generally adequate and are in conformity with SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 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 dis ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... us types of investor grievances. (XV) Undertakings by the issuer in connection with the issue: The issuer shall undertake that: (1) the complaints received in respect of the issue shall be attended to by the issuer expeditiously and satisfactorily. (2) that steps for completion of the necessary formalities for listing and commencement of trading at all stock exchanges where the IDRs are to be listed are taken within seven working days of closing of the issue. (3) funds required for making refunds to unsuccessful applicants as per the mode(s) disclosed shall be made available to the registrar to the issue by the issuer. (4) 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. (5) that adequate arrangements shall be made to collect all applications. (6) 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. (7) t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... er document on the basis of the home country regulations. (3) The order in which items shall appear in the abridged letter of offer for rights offering shall correspond, wherever applicable, to the order in which items appear in the offer document and the addendum for rights offering. (4) The abridged letter of offer for rights offering shall also include the following disclosures: (a) Provisions pertaining to applications forms; (b) Rights entitlement ratio; (c) Fractional entitlements; (d) Renunciation; (e) Application for Additional IDRs; (f) Intention of promoters to subscribe to their rights entitlement, if any. (5) General Instructions: 1. The information to be provided under each of the heads specified below shall be as per the requirement of Part A of this Schedule except when specified otherwise. 2. 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. 3. The application form shall be so positioned that on the tearing-off of the application form, no part of the information given in the abridged letter of offer is mutilated. The ab ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... unt, name and address of the bank and the nature and number of the account to which the amount shall be credited. (R) Details of availability of letter of offer and forms, i.e., date, time, place etc. (S) Amount and mode of payment seeking issue of IDRs. (T) Disclosure on Investor Grievances and Redressal System. (U) That the issuing company undertakes to subject itself to the jurisdiction of Indian Courts having jurisdiction over the place where the stock exchange is situated regarding grievances of the IDR applicants and IDR holders. III. Capital structure of the issuing company: (A) Authorised, issued, subscribed and paid-up capital (Number of instruments, description, aggregate nominal value). (B) Size of present issue.(Segregating issue of IDRs) (C) Paid-up Capital: (1) before the issue; (2) after the issue (if the IDR issue involves issue of fresh equity shares); and (3) share premium account (before and after the issue). IV. Terms of the present Issue: (A) Authority for the issue, terms of payment and procedure and time schedule for allotment and issue of certificates/ refund orders. (B) The clause Interest in Case of Delay in D ..... X X X X Extracts X X X X X X X X Extracts X X X X
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