Particulars of the Issue(Clause 6.6)

1. Objects(Clause 6.6.1)

2. Project Cost (Clause 6.6.2)

3. Means of financing.(Clause 6.6.3)

4. Appraisal (Clause 6.6.4)

   1. The scope and purpose of the appraisal along with the date of appraisal shall be disclosed in the offer document.

   2. The offer document shall contain the cost of the project and means of finance as per the appraisal report.

   3. The weaknesses and threats, if any, given in the appraisal report, shall be disclosed in the offer document by way of risk factors.

5. Deployment of Funds in the Project (Clause 6.6.5)

   1. Actual expenditure incurred on the project (in cases of companies raising capital for a project) upto a date not earlier than 2 months from the date of filing the prospectus with Registrar of Companies.

   2. Means and source of financing including details of "bridge loan" or other financial arrangement, which may be repaid from the proceeds of the issue.

   3. Year wise break up of the expenditure proposed to be incurred on the said project.

   4. Investment avenues in which the management proposes to deploy issue proceeds pending its utilisation in the proposed project.

6. Name of Monitoring Agency (Clause 6.6.6)

Company, Management and Project (Clause 6.7)

1. History and main objects and present business of the company (Clause 6.7.1)

2. Subsidiary(ies) of the company, if any (Clause 6.7.2)

3. Promoters and their Background (Clause 6.7.3)

   1.  

      1. -A complete profile of the promoters including their age, educational qualifications, experience in the business or employment and in the line of business proposed in the offer document , their business and financial activities, photograph, Voter ID Number, Driving License Number shall be disclosed.

      2. A disclosure, confirming that the Permanent Account Number, Bank Account Number and Passport Number of the promoters have been submitted to the Stock Exchanges on which securities are proposed to be listed, at the time of filing the draft offer document to them)

   2. In case, the promoters are companies, history of the companies and the promoters of the companies shall be furnished.

   3. Details in change of management of the companies if any, including details of the persons who are holding the controlling interest together with the applicability and compliance of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

4. Key Managerial Personnel

   1. A paragraph on the key managerial personnel shall be incorporated giving full details of the personnel recruited as on the date of filing of the offer document with the Board indicating name, date of joining, qualification, details of previous employment etc.

   2. The Lead Merchant Banker shall verify and ensure that the persons whose name appear in this para are in the employment of the company as permanent employees."

   3. Any change otherwise than by way of retirement in the normal course in the key senior managerial personnel particularly in charge of production, planning, finance and marketing within one year prior to the date of filing the offer document with the Board shall be disclosed

5. Names, address and occupation of manager, managing director, and otherdirectors (including nominee- directors, whole-time directors (giving their directorships in other companies)

6. Location of the Project (Clause 6.7.6)

7. Plant and Machinery, Technology, Process, etc. (Clause 6.7.7)

   Details in a tabular form to be given shall include the machines required to be bought by the company, cost of the machines, name of the suppliers, the date of placement of order and the date / expected date of supply.

   Collaboration, any performance guarantee or assistance in marketing by the collaborators (Clause 6.7.7)

8. Information regarding persons/entities with whom technical and financial agreements have been entered into to be given:(Clause 6.7.8

   1. place of Registration and Year of Incorporation;

   2. Paid up Share Capital

   3. Turnover of the Last Financial Year of Operation;

9. Infrastructure Facilities (Clause 6.7.9) for raw materials and utilities like water, electricity, etc.

10. Schedule of Implementation (Clause 6.7.10) of the project and progress made so far, giving details of land acquisition, civil works, installation of plant and machinery, trial production, date of commercial production, etc.

11. The Products (Clause 6.7.11) - Nature of the product/ s - consumer / industrial and end users

12. Future Prospects (Clause 6.7.12)

    Capacity & Capacity Utilisation

13. Stock Market Data (Clause 6.7.13)
    Particulars of - high, low and average market prices of the share of the company during the preceding three years;

Management Discussion and Analysis of the Financial Condition and Results of the Operations as Reflected in the Financial Statements.
(Clause 6.8)

1. A summary of past financial results (Clause 6.8.1) after adjustments as given in the auditors report for the past three years containing significant items of income and expenditure shall be given.

2. An analysis of reasons for the changes in significant items of income and expenditure shall also be given(Clause 6.8.2)

3. A statement by the directors whether in their opinion there have arisen any circumstances since the date of the 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 company, or the value of its assets, or its ability to pay its liabilities within the next twelve months.(Clause 6.8.3)

Financial of Group Companies (Clause 6.9)

1. The following information for the last 3 years based on the audited statements in respect of all the companies, firms, ventures, etc. promoted by the promoters irrespective of whether these are covered under section 370 (1)(B) of the Companies Act, 1956 shall be given, wherever applicable: (Clause 6.9.1)

   1. Date of Incorporation;

   2. Nature of activities;

   3. Equity Capital;

   4. Reserves (excluding revaluation reserve);

   5. Sales;

   6. Profit after tax (PAT);

   7. Earnings per share (EPS); and

   8. Net Asset Value (NAV);

2. In case, the issuer company has more than five listed group companies, the financial information may be restricted to the five largest listed companies to be determined on the basis of market capitalisation one month before the date of filing draft prospectus with the Board. The information regarding company(ies) which has become BIFR company or is under winding up or has a negative net worth shall be provided. (Clause 6.9.2)

3. If the promoters have disassociated themselves from any of the companies/firms during preceding three years, the reasons therefor and the circumstances leading to the disassociation shall be furnished together with the terms of such disassociation. (Clause 6.9.3)

4. Clause 6.9.4

   1. In case there are common pursuits among these companies, the reasons and justification for the same shall be spelt out and the conflict of interest situations shall be stated.

   2. The related business transactions within the group shall also be mentioned.

The significance of these transactions on the financial performance of the company/companies shall be stated.

5. Sales or purchase between companies in the promoter group when such sales or purchases exceed in value in the aggregate 10% of the total sales or purchases of the issuer and also disclose material items of income or expenditure arising out of transactions in the promoter group.(Clause 6.9.5)

Particulars in regard to the company and other listed companies under the same management within the meaning section 370 (1)(B) of the Companies Act, 1956 which made any capital issue during the last three years shall be given (Clause 6.10)

Promise vis-à-vis Performance (Clause 6.11)

1. Issuer Company (Clause 6.11.1)

   A separate para entitled "Promise Vs Performance - Last three issues" shall be given indicating whether all the objects mentioned in the respective offer Documents relating to the earlier issues by the company were met and whether all projections made in the said offer documents were achieved. If not, non-achievement of objects/projections shall be brought out distinctly shortfall and delays shall be quantified.

2. Listed Ventures of Promoters (Clause 6.11.2)

Projections (Regulation 6.12) - No forecast of projections relating to financial performance of the issuer company shall be given in the offer document.

Basis for Issue Price (Clause 6.13)

Following information shall be disclosed for all issues irrespective of the issue price.

1. Earnings per share i.e. EPS pre-issue for the last three years (as adjusted for changes in capital);

2. P/E pre-issue and comparison thereof with industry P/E where available (giving the source from which industry P/E has been taken);

3. average return on net worth in the last three years;

4. minimum return on increased net worth required to maintain pre-issue EPS;

5. Net Asset Value per share based on last balance sheet;

6. Net Asset Value per share after issue and comparison thereof with the issue price.

The issuer company and the lead merchant banker shall provide the accounting ratios to justify the basis of issue price.

Outstanding litigations or Defaults(Clause 6.14)

All pending litigations in which the promoters are involved, defaults to the financial institutions/banks, non-payment of statutory dues and dues towards instrument holders like debenture holders, fixed deposits, and arrears on cumulative preference shares by the promoters and the companies/firms promoted by the promoters, shall be listed in the prospectus together with the amounts involved and the present status of such litigations/defaults. The likely adverse effect of these litigations/defaults, etc. on the financial performance of the company shall also be mentioned.

Risk Factors and Management Perception on the Same (Clause 6.15)

Disclosure on Investor Grievances and Redressal System (Clause 6.16)

The offer documents shall disclose the arrangements or any mechanism evolved by the company for redressal of investor grievances.