Rights of the instrument holders(Clause 6.5.3)

How to apply - availability of forms, prospectus and mode of payment (Clause 6.5.4)

Applications by Mutual Funds (Clause 6.5.4.1)

1. Lead Merchant Bankers shall clearly incorporate necessary disclosures 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. The applications made by the AMCs or custodians of a Mutual Fund shall clearly indicate the name of the concerned scheme for which application is being made.

Applications by NRIs (Clause 6.5.4.2)

The Lead merchant banker shall ensure the following disclosures:

1. the name and address of at least one place in India from where individual NRI applicants can obtain the application forms.

2. The following paragraph shall be incorporated at the appropriate places in the prospectus.

   "NRI 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 NRIs 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.

Disclosures about Stock invests (Clause 6.5.4.3)

1. The disclosures regarding manner of obtaining and mode of drawing stockinvests, non-utilisation of stockinvests by third party, time period for utilisation of stockinvests by the purchasers and disposal of applications accompanied by stock invest as specified by RBI shall be incorporated at the appropriate places in the offer document.

2. Name of the bank through which the stockinvests shall be realised, shall be given in the prospectus

3. The following paragraph shall be incorporated at the appropriate places in the prospectus.

   "Registrars to the Issue have been authorised by the company ( through resolution of the Board passed on ______) to sign on behalf of the company to realise the proceeds of the Stockinvest from the issuing bank or to affix non allotment advice on the instrument or cancel the Stockinvest of the non allottees or partially successful allotees who have enclosed more than one stockinvest. Such cancelled stockinvest shall be sent back by the Registrars directly to the investors."

Despatch of Refund Orders (Clause 6.5.5)

The following clause shall be incorporated in the prospectus:

"The company shall ensure despatch of refund orders of value over Rs.1500/- and share/debenture certificates by Registered Post only and adequate funds for the purpose shall be made available to the Registrars by the issuer company ".

Undertaking by the Issuer Company(Clause 6.5.6)

The following undertaking by the issuer company shall be incorporated in the offer document:

1. that the complaints received in respect of the Issue shall be attended to by the issuer company expeditiously and satisfactorily;

2. 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 7 working days of finalisation of basis of allotment.

3. that the issuer company shall apply in advance for the listing of equities on the conversion of Debentures / Bonds;

4. that the funds required for despatch of refund orders/allotment letters/ certificates by registered post shall be made available to the Registrar to the Issue by the issuer company;

5. 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;

6. that the certificates of the securities/refund orders to the non-resident Indians shall be despatched within specified time.

7. 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.

8. 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.

In case of a debenture issue, the company shall also give undertakings to the following effect in the offer document:

1. That the company shall forward the details of utilization of the funds raised through the debentures duly certified by the statutory auditors of the company, to the debenture trustees at the end of each half-year.

2. That the company shall disclose the complete name and address of the debenture trustee in the annual report.

3. That the company shall provide a compliance certificate to the debenture holders (on yearly basis) in respect of compliance with the terms and conditions of issue of debentures as contained in the offer document, duly certified by the debenture trustee.

4. That the company shall furnish a confirmation certificate that the security created by the company in favour of the debenture holders is properly maintained and is adequate enough to meet the payment obligations towards the debenture holders in the event of default.

Utilisation of Issue Proceeds (Clause 6.5.7)

A statement by the Board of Directors of issuer company to the effect that-

1. all monies received out of issue of shares or debentures to public shall be transferred to separate bank account other than the bank account referred to in sub-section (3) of section 73;

2. details of all monies utilised out of the issue referred to in sub-item(i) shall be disclosed under an appropriate separate head in the balance-sheet of the company indicating the purpose for which such monies had been utilised; and

3. details of all unutilised monies out of the issue of shares or debentures, if any, referred to in sub-item(i) shall be disclosed under an appropriate separate head in the balance-sheet of the company indicating the form in which such unutilised monies have been invested.

The offer document shall contain a statement of the Board of Directors of the issuer company to the effect that-

1. the utilisation of monies received under promoters' contribution and from firm allotments and reservations shall be disclosed under an appropriate head in the balance sheet of the company indicating the purpose for which such monies have been utilised.

2. the details of all unutilised monies out of the funds received under promoters' contribution and from firm allotments and reservations shall be disclosed under a separate head in the balance sheet of the company indicating the form in which such unutilised monies have been invested).

Any Special Tax Benefits for Company and its Shareholders. (Clause 6.5.8)