TMI BlogSecurities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2020X X X X Extracts X X X X X X X X Extracts X X X X ..... 018, - I. In regulation 3 , a. in sub-regulation (b), the words ten crores shall be substituted with the words fifty crores b. in the first proviso, the words ten crores shall be substituted with the words fifty crores ; II. In regulation 60 , the words ten crores shall be substituted with the words fifty crores ; III. In regulation 61 , in the explanation, the words promoters or directors of the issuer shall be substituted with the words persons or entities mentioned therein ; IV. In regulation 62 , in sub-regulation (1), in clause (c), following explanation shall be inserted, namely, - Explanation - For the purpose of this regulation finance for the specific project shall mean finance of capital expenditures only. ; V. In Chapter III , in Part IV, in the title the words APPOINTMENT OF LEAD MANAGERS, OTHER INTERMEDIARIES AND COMPLIANCE OFFICER shall be substituted with the words APPOINTMENT OF LEAD MANAGERS AND OTHER INTERMEDIARIES ; VI. In regulation 69 , sub-regulation (8) shall be omitted; VII. In regulation 70 , sub-regulation (2), the words Part A or Part B shall be substituted with the words Part B or Part ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ept as provided in regulation 74(1) and (2) shall be inserted after the word offer ; XVI. In regulation 93 , in sub-regulation (4), the words collecting bank branches and/ or and the words despatch of security certificates or shall be omitted; XVII. In regulation 99, a. clause (h) shall be substituted with the following, namely: - (h) that no show-cause notices, excluding proceedings for imposition of penalty, have been issued by the Board and pending against the issuer or its promoters or whole-time directors as on the reference date.; In cases where against the issuer or its promoters or whole-time directors, i) show-cause notice(s) has been issued by the Board in a proceeding for imposition of penalty; or ii) prosecution proceedings have been initiated by the Board; necessary disclosures in respect of such action(s) along-with its potential adverse impact on the issuer shall be made in the letter of offer. ; b. clause (m) shall be substituted with the following, namely: - (m) for audit qualifications, if any, in respect of any of the financial years for which accounts are disclosed in the letter of offer, the issuer shall provide th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ch a change; (b) an issuer whose specified securities have been listed consequent to the 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 or approved by a tribunal under sections 230-234 of the Companies Act, 2013, as applicable, and is making a rights issue of specified securities for the first time subsequent to such listing and a period of three full years has not elapsed since such listing. (4) An issuer proposing a rights issue shall make the following disclosures, as far as possible, in the letter of offer in the order in which the disclosures are specified in this clause: (I) Cover Pages : The cover page paper shall be of adequate thickness (minimum hundred GSM quality). (A) Front Cover Pages: i. Front inside cover page shall be kept blank. ii. Front outside cover page shall contain only the following details: (a) Type of letter of offer ( Draft Letter of Offer or Letter of Offer ). (b) Date of the draft letter of offer / letter of off ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d, along with their telephone numbers, website addresses and e-mail addresses. (Where any of the lead manager(s) is an associate of the issuer, it shall disclose itself as an associate of the issuer and that its role is limited to marketing of the issue.) (j) Name, logo and address of the registrar to the issue, along with its telephone number, website address and e-mail address. (k) Issue schedule: Date of opening of the issue Date of closing of the issue (l) Name(s) of the stock exchanges where the specified securities are listed and the details of their in-principle approval for listing obtained from these stock exchange(s). (II) Back cover pages: The back inside cover page and back outside cover page shall be kept blank. ( III) Table of contents: The table of contents shall appear immediately after the front inside cover page. (IV) Definitions and abbreviations: (A) Conventional or general terms (B) Issue related terms (C) Issuer and industry related terms (D) Abbreviations (V) Letter of offer summary: This section shall contain summary of the following information, as applicable: (A) Primary business of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... shall be disclosed. (VII) Introduction: (A) Summary: (1) Issue details in brief. (B) General Information: (1) Name, addresses of the registered and corporate offices, corporate identity number and the registration number of the issuer, along with the address of the Registrar of Companies where the issuer is registered. (2) Names, addresses, telephone numbers and e-mail addresses of the Company Secretary and compliance officer of the issuer. (3) Name, address, telephone number and e-mail address of the Statutory Auditor(s) of the issuer. (4) Names, addresses, telephone 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; URL of SEBI website listing out the details of self- certified syndicate banks, registrar to issue and share transfer agents, depository participants, etc. (5) Statement of inter-se allocation of responsibilities among lead manager(s), (6) Following details of credit rating in case of an issue of convertible debt instrument: (a) The names of all the credit rating agencies from which credit rating including unacc ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... acquired by the promoter and promoter group in the last one year immediately preceding the date of filing of 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 of the draft letter of offer with the Board. (6) Intention and extent of participation by the promoter and promoter group in the issue with respect to: (1) their rights entitlement. (2) their intention to subscribe over and above their rights entitlement. Provided that such participation shall not result in a breach of the minimum public shareholding requirement stipulated in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. (7) 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. (8) Shareholding pattern as in the format prescribed in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as submitted to the stock exchanges. This information can be either inco ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ptions, 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) 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) 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. (f) If no working capital is shown as a part of the project for which the issue is being made, the reasons for the same. (6) If an object of the issue is to fund a project, the following details shall be given: (a) break-up of the cost of the project for which the money is being raised; (b) means of financing for t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rewith; the issuer will become entitled to an interest in respect to either the capital or profits and losses or both, in such business exceeding fifty per cent. 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, being a date not more than six months before the date of the issue of the letter of offer. (5) If: (A) any part of the proceeds of the issue 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he issue. (J) Details of balance fund deployment: Year wise break-up of the expenditure proposed to be incurred on the said project. (K) Interim use of funds: A statement that net issue proceeds pending utilization (for the stated objects) shall be deposited only in the scheduled commercial banks. (L) Expenses of the issue : Expenses of the issue (in terms of amount, as a percentage of total issue expenses and as a percentage of total issue size) under the following heads: (1) Lead manager(s) fees including underwriting commission (2) Brokerage, selling commission and upload fees (3) Registrars to the issue (4) Legal Advisors (5) Advertising and marketing expenses (6) Regulators including stock exchanges (7) Printing and distribution of issue stationary (8) Others, if any (to be specified). (M) Any special tax benefits for the issuer and its shareholders and its material subsidiaries identified in accordance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. (N) Key Industry Regulations for the proposed objects of the issue (if different from existing business ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... y(ies). (B) Details of senior management and key management. (C) Current organisational structure. (XI) Financial Information of the issuer: One standard financial unit shall be used in the Letter of Offer. (A) Consolidated financial statements of the issuer: The audited consolidated financial statements prepared in accordance with applicable accounting standards for the last financial year (with the comparative prior full year period). In addition, latest limited review financial statements disclosed to the stock exchange with the comparative prior year period (this information should not be earlier than six months prior to the date of the opening of the issue). Issuers may voluntarily include additional financial statements, including three years of audited financial statements (but not more than three years), additional stub periods and audited standalone financial statements. The following shall be included in the letter of offer: i. Report of statutory auditors on the financial statements. ii. Balance sheets iii. Statements of income iv. Schedules to accounts v. Statements of changes in stockholders equity vi. Statemen ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ing Obligations and Disclosure Requirements) Regulations, 2015 in relation to audit report with modified opinion prior to issuing the final letter of offer, including issuing a Statement on Impact of Audit Qualifications in the format specified by the Board from time to time. The impact of any modification of auditors opinion (where quantifiable), whether such modification is included in the audited report for the latest full year or limited review report for the latest stub period, shall be shown as adjustments in the line items specified by the Board from time to time to the extent possible for all the financial periods (full-year or stub) presented in the letter of offer, including any comparative prior year periods. Any type of audit modification (qualification, disclaimer or emphasis of matter) shall also be disclosed appropriately in the letter of offer, including as risk factor. (XII) A statement to the effect that the price has been arrived at in consultation between the issuer and the lead manager(s). (XIII) Management Discussion and Analysis of financial condition and results of operations. (XIV) Disclosures pertaining to wilful defaulters: If the issue ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... irection passed by the Board. (C) A statement by the issuer if any of the directors of the issuer are associated with the securities market in any manner, and if yes, details of any outstanding action initiated by the Board against the said entities with the relevant details. (D) A statement by the issuer that it is in compliance with the provisions specified in Clause (1) of this Schedule. (E) For a fast track issue, details of compliance with the eligibility requirements. (F) 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 manager(s), has certified that the disclosures made in the Letter of Offer are generally adequate and are in conformity with SEBI (Issue of Capital and Disclos ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tory authority (if applicable). (G) 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. (H) 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. (XIX) Offering Information: (1) Terms of payments and procedure and time schedule for allotment and demat credit of securities. (2) How to apply, availability of application forms and letter of offer and mode of payment, including the following: (a) Applications by mutual funds: 1. A statement under the heads Procedure for applications by mutual funds and Multiple Applications 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. 2. A statement that the application made by an asset management company or by custodian of a mutual fund shall clearly indicate the name of the concerned scheme for which the application is being made. (b) Ap ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ssuing instructions for un- blocking of ASBA shall be done within a period of fifteen days and interest shall be payable in case of delay in 99 issuing instructions for un-blocking of ASBA at the prescribed rate. In cases where refunds are applicable, such refunds shall be made within a period of fifteen days and interest shall be payable in case of delay. Liability of issuer and its directors (who are officers in default) to issue instructions for unblocking/ make refunds along with specified rate of interest shall also be mentioned, in case refunds not made within the specified timeline. (6) Mode of making refunds: a) The mode in which the issuer shall make refunds to applicants in case of an oversubscription or failure to list or otherwise. 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. c) The permissible modes of making refunds are as follows: (i) Unblocking amounts blocked using ASBA facility; (ii) In case of applicants residing in any of the centres specified by the Board: by crediting of refunds to the bank accounts of applicants throu ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... conditions of issue of debentures as contained in the Letter of Offer, duly certified by the debenture trustee. (4) it 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 a default. (5) it shall extend necessary cooperation to the credit rating agency(ies) in providing the requisite information in a true and adequate manner till the debt obligations in respect of the instrument are outstanding. (XXI) Utilisation of Issue Proceeds: The letter of offer, other than for an issue made by a scheduled commercial bank or a 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 the public shall be transferred to a 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 purpo ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... . The source and basis of all statements and claims shall be disclosed. Terms such as market leader , leading player , etc. shall be used only if these can be substantiated by citing a proper source. (b) All blank spaces in the draft letter of offer shall be filled up with appropriate data before filing the letter of offer with the designated stock exchanges. (c) Simple English shall be used to enable easy understanding of the contents. Technical terms, if any, used in explaining the business of the issuer shall be clarified in simple terms. (d) Wherever it is mentioned that details are given elsewhere in the document, the same shall be adequately cross-referenced by indicating the paragraph heading and page number. (e) There shall be no forward-looking statements that cannot be substantiated. (f) Consistency shall be ensured in the style of disclosures. If first person is used, the same may be used throughout. Sentences that contain a combination of first and third persons may be avoided. (g) For currency of presentation, only one standard financial unit shall be used. (1) Cover pages : The cover pages shall be of adequate thickness (minimum hundred ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e 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) Names, logos and addresses of all the lead manager(s) with their titles who have signed the due diligence certificate and filed the letter of offer with the Board, along with their telephone numbers, website addresses and e- mail addresses. (Where any of the lead manager(s) is an associate of the issuer, it shall disclose itself as an associate of the issuer and that its role is limited to marketing of the issue.) j) Name, logo and address of the registrar to the issue, along with its telephone number, website address and e-mail address. k) Issue schedule: (i) Date of opening of the issue (ii) Date of closing of the issue l) Credit rating, if applicable. m) Name(s) of the stock exchanges where the specified securities are listed and the details of their in-principle approval for listing obtained from these stock exchange(s). (B) Back cover pages: The back inside cover page and back outside cover page shall be kept blank. ( 2) Table of Contents: The tabl ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... address the risk. (E) Proposals to address the risks shall not contain any speculative statement on the positive outcome of any matter or litigation, etc. and shall not be given for any matter that is sub- judice before any court/tribunal. (F) Risk factors shall be disclosed in the descending order of materiality. Wherever risks about material impact are stated, likely or potential implications, including financial implication, wherever quantifiable shall be disclosed. If it cannot be quantified, a distinct statement about the fact that the implications cannot be quantified shall be made. (G) Risk factors covering the following subjects, shall necessarily be disclosed wherever applicable: (1) Material statutory clearances and approval that are yet to be received by the issuer. (2) Seasonality of the business of the issuer. (3) Where an object of the issue is to finance acquisitions and the acquisition targets have not been identified, details of interim use of funds and the probable date of completing the acquisitions. (4) Risk associated with orders not having been placed for plant and machinery in relation to the objects of the issue, indicating the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he issuer to the promoter, directors or key managerial personnel of the issuer. (17) Relationship of the promoter or directors of the issuer with the entities from whom the issuer has acquired or proposes to acquire land in the last 5 years, along with the relevant details. (18) Excessive dependence on any key managerial personnel for the project for which the issue is being made. (19) Any material investment in debt instruments by the issuer which are unsecured. (20) Non-provision for decline in the value of investments. (21) Summary of all outstanding litigations and other matters disclosed in the section titled Outstanding Litigations and Material Developments in a tabular format along with amount involved, where quantifiable. Issuer shall also separately highlight any criminal, regulatory or taxation matters which may have any material adverse effect on the issuer. (22) The delay, if any, in the schedule of the implementation of the project for which the funds are being raised in the issue. (23) If monitoring agency is not required to be appointed as per these Regulations, the statement that deployment of the issue proceeds is entirely at the discr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... issuer s listed debt instruments at the time of accessing the market. (I) Name, address, telephone number, website address and e-mail address of the debenture trustee, in case of issue of convertible debt instruments/debt instruments. (J) Name, address, telephone number and e-mail address of the monitoring agency, if appointed, and disclosure as to whether such appointment is pursuant to these regulations. 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. (K) Details of underwriting: (a) Names, addresses, telephone numbers, and e-mail addresses of the underwriters and the amount underwritten by each of 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 such underwriting. (d) Details of the final underwriting arrangement, indicating actual number of specified securities underwritten, in the letter of offer filed with the designated stock exchange. (L) Changes in the auditors during the last ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... venture or a subsidiary or an acquisition, following additional disclosures: (d) details of the form of investment, i.e., equity, debt or any other instrument; (e) If the form of investment has not been decided, a statement to that effect; (f) If the investment is in debt instruments, complete details regarding rate of interest, nature of security, terms of repayment, subordination, etc.; (g) 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 to grant a loan to an entity other than a subsidiary, 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. (4) If one of the objects of the issue is utilisation of the issue proceeds for long term working capital, the following additional disclosures on a basis: (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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ppliers, 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. ii) The percentage and value terms of the plant and machinery for which orders are yet to be placed shall be stated. (c) 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. (d) Collaboration, performance guarantee if any, 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. ii) turnover of the last financial year of operation. iv) general information regarding such persons relevant to the issuer. (e) Infrastructure facilities for raw materials and utilities like water, electricity, etc. (7) Property: If one of the object of the issue is to purchase any property, where arrangements have been made, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... riodicity of such valuation and the ranking of the charge(s). (10) If warrants are issued, the objects for which the funds from conversions of warrants are proposed to be used. (B) Requirement of funds: (1) Where the issuer proposes to undertake more than one activity or project, such as diversification, modernisation, expansion, etc., the total project cost activity-wise or project wise, as the case may be. (2) 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. (3) Details of all material existing or anticipated transactions in relation to utilisation of the issue proceeds or project cost with promoters, promoter group, directors and key managerial personnel. The relevant documents shall be included in the list of material documents for inspection. (C) Funding plan (Means of Finance): (1) An undertaking 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 the proposed issue and existing id ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... centage of total issue size): (1) Lead manager(s) fees including underwriting commission (2) Brokerage, selling commission and upload fees (3) Registrars to the issue (4) Legal Advisors (5) Advertising and marketing expenses (6) Regulators including stock exchanges (7) Printing and distribution of issue stationary (8) Others, if any (to be specified). (K) Interest of promoters, promoter group and directors, as applicable to the project or objects of the issue. (10) Tax Benefits: Any special tax benefits (under direct and indirect tax laws) for the issuer and its shareholders and its material subsidiaries identified in accordance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. (11) About the Issuer: (A) Industry Overview (B) Business Overview (1) Details of the business of the issuer: (a) Primary business of the Issuer; (b) Plant, machinery, technology, process, etc. (c) Description of subsisting collaborations, any performance guarantee or assistance in marketing by the collaborators, infrastructure facilities for raw materials and uti ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the provisions of these regulations, the period of five years shall be reckoned on the date of filing of the offer document.) (iii) For each person, details of current and past directorship(s) in listed companies which have been/were delisted from the stock exchange(s), during his/her tenure, 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: If relisted, date of relisting on [give name of the stock exchange(s)] Term (along with relevant dates) of the director in the above company/companies. (The above details shall be given for the preceding five years. In case of fast track issues filed under the provisions of these regulations, the period of five years shall be reckoned on the date of filing of the offer document.) (b) Management Organisation Structure. (c) Corporate Governance: (i) A statement that the issuer has complied with the requirements of corporate governance relating to the composition of its board of directors, constitution of committees such as audit committee, nomination and remuneration ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... cial 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 financial statements ix. List of the related parties and all related party transactions of the consolidated entities (whether eliminated on consolidation or not), which require disclosure under Ind AS 24 and/ or covered under section 188(2) of the Companies Act, 2013 (as amended), as disclosed in the separate financial statement of the consolidated entities, should be disclosed in the restated financial information. (B) Other Financial Information (i) The following information shall be computed as per the Guidance Note issued by the ICAI from time to time and disclosed in other financial information Earnings per share (Basic and Diluted) Return on net worth Net Asset Value per share EBITDA (ii) If the proceeds, fully or partly, directly or indirectly, is to be used for acquisition of one or more material businesses or entities, the audited statements of balance sheets, profit and loss, cash flow for the lat ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ot represent a separate entity, general purpose financial statement may not be available for such business. In such cases, combined/ carved-out financial statements for such businesses shall be prepared in accordance with Guidance Note issued by the ICAI from time to time. Further, in case of non-material acquisitions/divestments disclosures in relation to the fact of the acquisition/divestment, consideration paid/received and mode of financing shall be certified by the statutory auditor of the issuer company (iv) Audit Qualification. If the auditors report for the last three full years or limited review report for the latest stub period on the financial statements is modified, the issuer shall comply with the requirements of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 in relation to audit report with modified opinion prior to issuing the final letter of offer, including issuing a Statement on Impact of Audit Qualifications in the format specified by the Board from time to time. The impact of any modification of auditors opinion (where quantifiable), whether such modification is included in the audited repor ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... evenues, its impact may be analysed and disclosed. g. The nature of miscellaneous income and miscellaneous expenditure for the interim period and preceding years. (iv) Comparison of last three years and the stub period (if any) 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. expected 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the issuer/ its directors/ promoters/ subsidiaries: (i) All criminal proceedings; (ii) All actions by regulatory authorities and statutory authorities; (iii) Disciplinary action including penalty imposed by SEBI or stock exchanges against the promoters in the last five financial years including outstanding action; (iv) Claims related to direct and indirect taxes, in a consolidated manner, giving the number of cases and total amount; (v) Other pending litigations - As per the policy of materiality defined by the board of directors of the issuer and disclosed in the letter of offer and/or in accordance with the materiality policy framed under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. (2) If any of the above mentioned litigations, material developments, dues to creditors etc., arise after the filing the draft letter of offer, the facts shall be incorporated appropriately in the letter of offer. In case there are no such cases, a distinct negative statement is required to be made in this regard in the letter of offer. Material developments since the date of the last balance sheet. (3) Di ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... issue is proposed to be made or for the correctness of the statements made or opinions expressed in the letter of offer. The lead manager(s), has certified that the disclosures made in the letter of offer are generally adequate and are in conformity with the Regulations. 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 manager(s) is expected to exercise due diligence to ensure that the issuer discharges its responsibility adequately in this behalf and towards this purpose, the lead manager(s) 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 letter of offer does not, however, absolve the issuer from any liabilities under the Companies Act, 2013 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... traded; (4) 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) market price of equity shares immediately after the date on which the resolution of the board of directors approving the issue; (6) volume of securities traded in each month during the six months preceding the date on which the letter of offer with the designated stock exchange; and (7) volume of shares traded along with high, low and average prices of shares of the issuer shall also be stated for respective periods. Explanation : If the equity shares of the issuer are listed on more than one stock exchange, the above information shall be provided for each stock exchange separately. Average market prices in point (1) above should be calculated on closing price on the stock exchange. (L) 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. (M) Arrangements ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... g 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. (4) Provisions of the Companies Act, 2013, as relating to punishment for fictitious applications, including the disclosures that any person who: d) makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for, its securities; or e) makes or abets making of multiple applications to a company in different names or in different combinations of his/her name or surname for acquiring or subscribing for its securities; or f) otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to such person, or to any other person in a fictitious name. Provided that any penalty imposed pursuant to Companies Act, 2013 shall also be disclosed. (5) A statement that credit of specified securities to the demat account/ issuing instructions for un- blocking of ASBA shall be done within a period of fifteen days and interest shall be payable in case of delay in issuing instructions for un-blocking of ASBA at the prescribed rate. In ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... on monies are refunded on account of non- listing, under subscription, etc., other than as disclosed in accordance with Regulation 56; (v) 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. (vi) where release of block on the application amount for unsuccessful bidders or part of the application amount in case of proportionate allotment, a suitable communication shall be sent to the applicants. (vii) adequate arrangements shall be made to collect all ASBA applications. (viii) in case of convertible debt instruments, the issuer shall additionally undertake that: (A) it 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 trustee at the end of each half-year. (B) it shall disclose the name and address of the debenture trustee in the annual report. (C) it shall provide a compliance certificate to the converti ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... including the Managing Director within the meaning of the Companies Act, 2013 or Manager, within the meaning of the Companies Act, 2013 and the Chief Financial Officer or any other person heading the finance function and discharging that function. The signatories shall further certify that all disclosures are true and correct. An issuer 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 these regulations and shall also make such document available as a material document for inspection. DECLARATION BY THE ISSUER : We hereby declare that all relevant provisions of the Companies Act, 2013 and the guidelines/regulations issued by the Government of India or the guidelines/regulations issued by the Securities and Exchange Board of India, established under section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with and no statement made in the letter of offer is contrary to the provisions of the Companies Act, 2013, the Securities and Exchange Board of India Act, 1992 or rules made or guidelines or regulations issued there under, as th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Address, telephone number Contact Person name, designation, email address Company website address CIN number of the Issuer Company Promoter(s) of the Company: Issue details to be provided including ratio of rights offering. Listing and details of in-principle approval from stock exchanges. Eligibility for the Issue: State whether company is eligible for rights issue under Part B or Part B-1 of Schedule VI and Fast Track. Minimum Subscription: If applicable provide details of the same. INDICATIVE TIMETABLE Issue Opening Date Date of Allotment / Initiation of Refunds (on or about) Last Date for On Market Renunciation Date of credit of Equity Shares to demat account of Allottees (on or about) Issue Closing Date Date of listin ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s who have used Part B- 1 disclosure framework financial summary for periods included in Letter of Offer shall be disclosed. Particulars Latest stub period Latest full year period Total Income from Operations (net) Net Profit/(Loss) before Tax and extraordinary items Profit/(Loss) after Tax and extraordinary items Equity Share Capital Reserves and Surplus Net Worth Basic earnings per share Diluted earnings per share Net asset value per share Return on Net Worth (RONW) Note: Particulars mentioned above are indicative an ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... September 23, 2019 by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2019, vide notification No. SEBI/LAD-NRO/GN/2019/35. (f) December 06, 2019 by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Fifth Amendment) Regulations, 2019, vide notification No. SEBI/LAD-NRO/GN/2019/42. (g) December 26, 2019 by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Sixth Amendment) Regulations, 2019, vide notification No. SEBI/LAD-NRO/GN/2019/47. (h) January 01, 2020 by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Seventh Amendment) Regulations, 2019, vide notification No. SEBI/LAD-NRO/GN/2020/01. (i) April 17, 2020 by the Securities and Exchange Board of India (Regulatory Sandbox) (Amendment) Regulations, 2020 vide notification No. SEBI/LAD-NRO/GN/2020/10. (j) May 08, 2020 by the Securities and Exchange Board of India (Payment of Fees) (Amendment) Regulations, 2020, vide notification No. SEBI/LAD-NRO/GN/2020/11. (k) June 16, 2020 by the Securities and Exchange Board of India ( ..... X X X X Extracts X X X X X X X X Extracts X X X X
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