DISCLOSURES – TaxDose.com

DISCLOSURES :

Rule 8 prescribes the disclosures of the following particulars are to be specified in the prospectus or letter of offer:–

(a) General information

(i) Name and address of the registered office of the company;

(ii) Name and address of the Domestic Depository, the Overseas Custodian Bank with the address of its office in India, the Merchant Banker, the underwriter to the issue and any other intermediary which may be appointed in connection with the issue of IDRs;

(iii) Names and addresses of Stock Exchanges where applications are made or proposed to be made for listing of the IDRs;

(iv) The provisions relating to punishment for fictitious applications;

(v) Statement/declaration for refund of excess subscription;

(vi) Declaration about issue of allotment letters/certificates/ IDRs within the stipulated period;

(vii) Date of opening of issue;

(viii) Date of closing of issue;

(ix) Date of earliest closing of the issue;

(x) Declaration by the Merchant Banker with regard to adequacy of resources of underwriters to discharge their respective obligations, in case of being required to do so;

(xi) A statement by the issuing company that all moneys received out of issue of IDRs shall be transferred to a separate domestic bank account, name and address of the bank and the nature and number of the account to which the amount shall be credited;

(xii) The details of proposed utilisation of the proceeds of the IDR issue.

(b) Capital Structure of the Company

Authorised, issued, subscribed and paid-up capital of the issuing company.

(i) Rights of the IDR holders against the underlying securities;

(ii) Details of availability of prospectus and forms, i.e., date, time, place etc;

(iii) Amount and mode of payment seeking issue of IDRs; and

(iv) Any special tax benefits for the issuing company and holders of IDRs in India.

(d) Particulars of Issue

(i) Objects of the issue;

(ii) Cost of the Project, if any; and

(iii) Means of financing the projects, if any including contribution by promoters.

(e) Company, Management and Project
(i) Main object, history and present business of the company;

(ii) The promoters or parent group or owner group and their background. However, in case there are no
identifiable promoters, the names, addresses and other particulars as may be specified by SEBI of
all the persons who hold 5% or more equity share capital of the company shall be disclosed;

(iii) subsidiaries of the company, if any;

(iv) particulars of the Management/Board (i.e. Name and complete address(es) of Directors, Manager, Managing Director or other principal officers of the company);

(v) location of the project, if any;

(vi) details of plant and machinery, infrastructure facilities, technology etc., where applicable;

(vii) schedule of implementation of project and progress made so far, if applicable;

(viii) nature of product(s), consumer(s), industrial users;

(ix) particulars of legal, financial and other defaults, if any;

(x) risk factors to the issue as perceived;

(xi) consent of Merchant Bankers, overseas custodian bank, the domestic depository and all other intermediaries associated with the issue of IDRs; and

(xii) the information, as may be specified by SEBI, in respect of listing, trading record or history of the Issuing Company on all the stock exchanges, whether situated in its parent country or elsewhere.

(f) Report

(i) Where the law of a country, in which the Issuing company is incorporated, requires annual statutory audit of the accounts of the Issuing company, a report by the statutory auditor of the Issuing company, in such form as may be prescribed by SEBI on –

(A) the audited financial statements of the Issuing Company in respect of three financial years immediately preceding the date of prospectus, and

(B) the interim audited financial statements in respect of the period ending on a date which is less than 180 days prior to the date of opening of the issue, if the gap between the ending date of the latest audited financial statements disclosed under item (A) and the date of opening of issue is more than 180 days.

However, if the gap between such date of latest financial statements and the date of opening of issue is 180 days or less, the requirement under item (B) shall be deemed to be complied with if a statement, as may be specified by SEBI, in respect of changes in the financial position of issuing company for such gap is disclosed in the prospectus.
Further, 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 Multinational Memorandum of Understanding with India, the requirement 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 issue shall be satisfied, if the relevant financial statements are based on limited review report of such statutory auditor.

(ii) Where the law of the country, in which the Issuing company is incorporated, does not require annual
statutory audit of the accounts of the Issuing company, a report, in such form as may be specified by
SEBI, certified by a Chartered Accountant in practice within the meaning of the Chartered Accountants
Act, 1949, on –

(A) the financial statements of the Issuing Company, in particular on the profits and losses for each of the three financial years immediately preceding the date of prospectus and upon the assets and liabilities of the Issuing Company and

(B) the interim financial statements in respect of the period ending on a date which is less than 180 days prior to the date of opening of the issue have to be included in the report, if the gap between the ending date of the latest financial statements disclosed under item (A) and the date of opening of issue is more than 180 days.

However, if the gap between such date of latest audited financial statements and the date of opening of issue is 180 days or less, the requirement under clause (B) shall be deemed to be complied with if a statement, as may be specified by SEBI, in respect of changes in the financial position of the issuing company for such gap is disclosed in the prospectus.

(iii) The gap between date of opening of issue and date of reports under the said provisions shall not exceed 120 days.

(iv) If the proceeds of the IDR issue are used for investing in other body(ies) corporate, then following details should be given:

(a) Name and address(es) of the bodies corporate;

(b) The reports stated in para (i) & (ii) above in respect of those bodies corporate also.

(g) Other Information

(i) Minimum subscription for the issue.

(ii) Fees and expenses payable to the intermediaries involved in the issue of IDRs.

(iii) the declaration with regard to compliance with the Foreign exchange Management Act, 1999.

(h) Inspection of Documents

The place at which inspection of the offer documents, the financial statements and auditor’s report thereof will be allowed during the normal business hours.

Any other information as specified by SEBI or the Income Tax Authorities or the Reserve Bank of Indiaor other regulatory authorities from time to time.

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