The prospectus or letter of offer shall, inter alia, contain the following particulars, namely:-
- Name and address of the registered office of the company;
- 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;
- names and addresses of Stock Exchanges where applications are made or proposed to be made for listing of the IDRs;
- the provisions relating to punishment for fictitious applications;
- statement or declaration for refund of excess subscription;
- declaration about issue of allotment letters or certificates or IDRs within the stipulated period;
- date of opening of issue;
- date of closing of issue;
- date of earliest closing of the issue;
- 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;
- 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;
- the details of proposed utilisation of the proceeds of the IDR issue.
Capital Structure of the Company
The authorized, issued, subscribed and paid-up capital of the issuing company.
Terms of the issue
- rights of the IDR holders against the underlying securities;
- details of availability of prospectus and forms, i.e., date, time, place etc;
- amount and mode of payment seeking issue of IDRs; and
- any special tax benefits for the Issuing company and holders of IDRs in India.
Particulars of Issue
(i) the objects of the issue;
(ii) the cost of the Project, if any; and
(iii) the means of financing the projects, if any including contribution by promoters.
Company, Management and Project
(i) the main objects, history and present business of the company;
(ii) the Promoters or parent group or owner group and their background. In case there are no identifiable promoters, the names, addresses and other particulars as may be specified by the Securities and Exchange Board of India of all the persons who hold five percent or more equity share capital of the company shall be disclosed;
(iii) the subsidiaries of the company, if any;
(iv) the particulars of the Management or Board (i.e. Name and complete address(es) of Directors, Manager, Managing Director or other principal officers of the company);
(v) the location of the project, if any;
(vi) the details of plant and machinery, infrastructure facilities, technology etc., where applicable;
(vii) the schedule of implementation of project and progress made so far, if applicable;
(viii) nature of product(s), consumer(s), industrial users;
(ix) the particulars of legal, financial and other defaults, if any;
(x) the risk factors to the issue as perceived; and
(xi) consent of the Merchant Bankers, Overseas Custodian Bank, the Domestic Depository and all other intermediaries associated with the issue of IDRs.
(xii) the information, as may be specified by the Securities and Exchange Board of India, 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.
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 specified by the Securities and Exchange Board of India on –
(A) the audited financial statements of the Issuing company in respect of three financial years immediately preceding the date of prospectus;
(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 clause (A) and the date of the opening of the issue is more than 180 days.
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 item (B) shall be deemed to be complied with, if a statement, as may be specified by the Securities and Exchange Board of India, in respect of material changes in the financial position of Issuing company for such gap is disclosed in the Prospectus.
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 Multilateral Memorandum of Understanding, the requirement under this paragraph, 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 the issue shall be satisfied, if the relevant financial statements are based on limited review report of such statutory auditor;
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 the Securities And Exchange Board of India, certified by a Chartered Accountant in practice within the terms and 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 one hundred and eighty days prior to the date of opening of the issue have to be included in report, if the gap between the ending date of the latest financial statements disclosed under item (A) and the date of the opening of the issue is more than one hundred and eighty days:
If the gap between such date of latest audited financial statements and the date of opening of issue is one hundred and eighty days or less, the requirement under item (B) shall be deemed to be complied with if a statement, as may be specified by the Securities And Exchange Board of India, in respect of changes in the financial position of Issuing company for such gap is disclosed in the Prospectus.
The gap between date of opening of issue and date of reports specified under sub-clauses (i) and (ii) shall not exceed one hundred and twenty days.
If the proceeds of the IDR issue are used for investing in other body(ies) corporate, then following details of such body(ies) corporate shall be given-
(A) the Name and address(es) of the bodies corporate;
(B) the reports stated in sub-clauses (i) and (ii), as the case may be, in respect of such body (ies) corporate also.”
(i) the Minimum subscription for the issue;
(ii) the 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.
Inspection of Documents
The Place at which inspection of the offer documents, the financial statements and auditor’s report thereof shall be allowed during the normal business hours; and
(i) any other information as specified by the Securities and Exchange Board of India or the Income-tax Authorities or the Reserve Bank of India or other regulatory authorities from time to time.
[Rule 13(8) of the Companies (Registration of foreign Companies) Rules, 2014]
Please note: I welcome your comments and feedback. This blog post is not a professional advice. Readers may share this post on social media by using buttons given here.