The Gidelines stipulates the inclusion of the following information in the Prospectus under this head.

1. Consent of directors, auditors, solicitors/ advocates, managers to the issue, Registrar of Issue, Bankers to the company, bankers to the issue and experts.

2. Expert opinion obtained, if any

3. Change, if any, in directors and auditors during the last three years, and reasons, thereof

4. Authority for the issue and derails of resolution passed for the issue

5. Procedure and time of schedule for allotment and issue of certificates

6. Names and address of the company secretary, legal adviser, lead managers, co-managers, auditors, bankers to the company, bankers to the issue and brokers to the issue.

A report by the auditors of the company with respect to (Clause 6.18.1)-

1. profits and losses and assets and liabilities, as the case may require; and

2. The rates of dividends, if any, paid by the company in respect of each class of shares in the company for each of the five financial years immediately preceding the issue of the prospectus, giving particulars of each class of shares on which such dividends have been paid and particulars of the cases in which no dividends have been paid in respect of any class of shares for any of those years; and, if no accounts have been made up in respect of any part of the period of five years ending on a date three months before the issue of the prospectus, containing a statement of that fact (and accompanied by a statement of the accounts of the company in respect of that part of the said period up to a date not earlier than six months of the date of issue of the prospectus indicating the profit or loss for that period and the assets and liabilities position as at the end of that period together with a certificate from the auditors that such accounts have been examined and found correct by them. The said statement may indicate the nature of provision or adjustments made or are yet to be made).

Report in Case of Companies not having Subsidiaries (Clause 6.18.2)

1. So far as regards profits and losses, deal with the profits or losses of the company (distinguishing items of a non- recurring nature) for each of the five financial years immediately preceding the issue of the prospectus; and

2. So far as regards assets and liabilities, deal with the assets and liabilities of the company and the last date to which the accounts of the company were made up.

Information About Subsidiaries, if any (Clause 6.18.3)

If the company has subsidiaries, the report shall - So far as regards profits and losses, deal separately with the company's profits or losses and in addition deal either as a whole with the combined profits or losses of its subsidiaries, so far as they concern members of the company or individually with the profits or losses of each subsidiary so far as they concern members of the company or, instead of dealing separately with the company's profits or losses, deal as a whole with the profits or losses of the company, and, so far as they concern members of the company, with the combined profits or losses of its subsidiaries and so far as regards assets and liabilities, deal separately with the company's assets and liabilities and in addition, deal either -

1. as a whole with the combined assets and liabilities of its subsidiaries, with or without the company's assets and liabilities or

2. individually with the assets and liabilities of each subsidiaries and shall indicate as respects the assets and liabilities of the subsidiaries, the allowance to be made for persons other than members of the company.

If the proceeds, or any part of the proceeds, of the issue of the shares or debentures are or is to be applied directly or indirectly - in the purchase of any business; or in the purchase of an interest in any business and by reason of that purchase, or anything to be done in consequence thereof, or in connection therewith; the company will become entitled to an interest as respects either the capital or profits and losses or both, in such business exceeding fifty percent thereof; a report made by accountants (who shall be named in the prospectus) upon the profits or losses of the business of each of the five financial years immediately preceding the issue of the prospectus and the assets and liabilities of the business at the last date to which the accounts of the business were made up, being a date not more than one hundred and twenty days before the date of the issue of the prospectus. (Clause 6.18.4)

If the proceeds, or any part of the proceeds, of the issue of the shares or debentures are or is to be applied directly or indirectly in any manner resulting in the acquisition by the company of shares in any other body corporate; and 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 company; and a report made by accountants (who shall be named in the prospectus) upon the profits or losses of the other body corporate for each of the five financial years immediately preceding the issue of the prospectus; and the assets and liabilities of the other body corporate at the last date to which its accounts were made up. (Clause 6.18.5)

Principal terms of loan and assets charged as security.(Clause 6.18.6)

Other provisions relating to accounts of the issuer company (Clause 6.18.7)

a. All significant accounting policies and standards followed in the preparation of the financial statements shall be disclosed.

b. Statements of Assets and Liabilities and Profit and Loss or any other financial information shall be incorporated after making the following adjustments, wherever quantification is possible:

1. Adjustments / rectification for all incorrect accounting practices or failures to make provisions or other adjustments which resulted in audit qualifications;

2. Material amounts relating to adjustments for previous years shall be identified and adjusted in arriving at the profits of the years to which they relate irrespective of the year in which the event triggering the profit or loss occurred;

3. a) Where there has been a change in accounting policy, the profits or losses of the earlier years (required to be shown in the offer documents) and of the year in which the change in the accounting policy has taken place shall be re-computed to reflect what the profits or losses of those years would have been if a uniform accounting policy was followed in each of these years.

iii-b) If an incorrect accounting policy is followed, the re-computation of the financial statements shall be in accordance with correct accounting policies;

4. a) Statement of profit or loss shall disclose both the profit or loss arrived at before considering extraordinary items and after considering the profit or loss from extraordinary items.

iv-b) An illustrative format of the disclosure of profits and losses on this basis is specified at Schedule X.

5. The statement of assets and liabilities shall be prepared after deducting the balance outstanding on revaluation reserve account from both fixed assets and reserves and the networth arrived at after such deductions.

6. A suggested format of assets and liabilities is specified at Schedule XI.

c. The turnover disclosed in the Profit and Loss Statement shall be bifurcated into:-

1. turnover of products manufactured by the company;

2. turnover of products traded in by the company; and

3. turnover in respect of products not normally dealt in by the company but included in (ii) above, shall be mentioned separately.

d. The offer document shall disclose details of `Other Income' in all cases where such income (net of related expenses) exceeds 20% of the net profit before tax, including:

1. the sources and other particulars of such income; and

2. an indication as to whether such income is recurring or non-recurring, or has arisen out of business activities/other than the normal business activities.

e)

1. Changes (with quantification wherever possible) in the activities of the issuer which may have had a material effect on the statement of profit/loss for the five years.

2. Disclosure of these changes in the activities of the company shall include discontinuance of lines of business, loss of agencies or markets and similar factors.

f) The following accounting ratios shall be given for each of the accounting periods for which financial information is given.

1. Earnings per Share: This ratio shall be calculated after excluding extra ordinary items.

2. Return on net worth: This ratio shall be calculated excluding revaluation reserves.

3. Net Asset Value per share. This ratio shall be calculated excluding revaluation reserves.

g)

1. A Capitalisation Statement showing total debt net worth, and the debt/equity ratios before and after the issue is made shall be incorporated.

2. In case of any change in the share capital since the date as of which the financial information has been disclosed in the offer document, a note explaining the nature of the change shall be given.

3. An illustrative format of the Capitalisation Statement is specified at Schedule XIII.

(h)

1. Break-up of total outstanding unsecured loans taken by the company, promoters/group companies/associate companies and others shall be given in the offer documents.

2. In respect of each such unsecured loan of the former category, the terms and conditions including interest rates and the repayment schedule.

3. If the loan can be recalled by the lenders at any time, the fact to be given as a risk factor

4. Profits after tax are often affected by the tax shelters which are available.

5. Some of these are of a relatively permanent nature (for example, arising out of export profits) while others may be limited in point of time (for example, tax holidays for new undertakings).

6. Tax provisions are also affected by timing differences which can be reversed in the future (for example, the difference between book depreciation and tax depreciation)

7. For a proper understanding of the future tax incidence, these factors shall be identified and explained through proper disclosures. An illustrative format of statement in respect of tax shelter is specified in Schedule XII

1. Minimum Subscription (Clause 6.19.1)

2. Expenses of the issue giving separately fee payable to :- (Clause 6.19.2)

   1. Advisers

   2. Registrars to the Issue

   3. Managers to the Issue

   4. Trustees for the debenture-holders

3. Particulars of Underwriting commission and brokerage (Clause 6.19.3)

4. Details of Previous issue for cash (Clause 6.19.4)

5. Details of Previous public or rights issue, if any: (during last five years)(Clause 6.19.5)

6. Commission or brokerage on previous issue (Clause 6.19.6)

7. Issue of shares otherwise than for cash (Clause 6.19.7)

8. Debentures and redeemable preference shares and other instruments issued by the company outstanding as on the date of prospectus and terms of issue.(Clause 6.19.8)

9. Option to subscribe (Clause 6.19.9)

   The details of option to subscribe for securities to be dealt with in a depository.

10. Purchase of property (Clause 6.19.10)

    As respects any property to which this clause applies-

    • the names, address, descriptions and occupations of the vendors;

    • the amount paid or payable in cash, shares or debentures to the vendor and, where there is more than one separate vendor, or the company is a sub-purchaser, the amount so paid or payable to each vendor, specifying separately the amount, if any, paid or payable for goodwill;

    • the nature of the title or interest in such property acquired or to be acquired by the company;

11. Information on Directors to be given in the offer document: (Clause 6.19.11)

    1. Details of directors, proposed directors, whole-time directors, their remuneration, appointment and remuneration of managing directors, interests of directors, their borrowing powers and qualification shares.

    2. Any amount or benefit paid or given within the two preceding years or intended to be paid or given to any promoter or officer and consideration for payment of giving of the benefit.

12. Rights of memberregarding voting, dividend, lien on shares and the process for modification of such rights and forfeiture of shares.
    (Clause 6.19.12)

13. Restrictions on transfer and transmission of shares / debenturesand on their consolidation / splitting. (Clause 6.19.13)

14. Revaluation of assets, if any (during last five years)(Clause 6.19.14)

15. Material Contracts and Inspection of Documents(Clause 6.19.15)
    Time and place at which the contracts together with documents will be available for inspection from the date of prospectus until the date of closing of the subscription list.

Particulars to be included are specified in Regulations 6.20 to 6.39. As already stated the Disclosure Particulars specified under Section I relating to Prospectus apply to Abridged Prospectus also. Details are general information specified in Clause No 6.21 to 6.38 include core particulars of what is specified by for the Regular Prospectus.

Contents are specified under Clause 6.39 to 6.53