valid as on 26/11/2020

Regulation 91E - Offer Document
Effective from 30.01.2012

(1) The institutional placement programme shall be made on the basis of the offer document which shall contain all material information, including those specified in .

(2) The issuer shall, simultaneously while registering the offer document with the Registrar of Companies, file a copy thereof with the Board and with the stock exchange(s) through the lead merchant banker.

(3) The issuer shall file the soft copy of the offer document with the Board as specified in , along with the fee as specified in .

(4) The offer document shall also be placed on the website of the concerned stock exchange and of the issuer clearly stating that it is in connection with institutional placement programme and that the offer is being made only to the qualified institutional buyers.

(5) The merchant banker shall submit to the Board a due diligence certificate as per , stating that the eligible securities are being issued under institutional placement programme and that the issuer complies with requirements of this Chapter.

Inserted vide SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2012, w.e.f. 30.01.2012. To view the notification,Click Here
To view the schedule,Click Here
To view the schedule,Click Here
To view the schedule,Click Here
To view the schedule,Click Here

SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2012, w.e.f. 30.01.2012


ICDR – SCHEDULE IV – FEES TO BE PAID ALONG WITH OFFER DOCUMENT

[See regulations 6(1), 10(2) and 11(4) and 91E(3)

(1) There shall be charged in respect of every draft offer document, every offer document (in case of a fast track issue) and in case of updation of any draft offer document, fees at the rate as specified in Part A and Part B of this Schedule.

(2) The fees shall be paid by way of direct credit in the bank account through NEFT/RTGS/IMPS or any other mode allowed by RBI or by means of a demand draft drawn in favour of ‘the Securities and Exchange Board of India‘ payable at the place where the draft offer document or offer document or updated draft offer document, as the case may be, is filed with the Board.

PART A

FEES TO BE PAID ALONG WITH DRAFT OFFER DOCUMENT OR IN CASE OF A FAST TRACK ISSUE, ALONG WITH OFFER DOCUMENT

(1) There shall be charged in respect of every draft offer document or in case of a fast track issue, every offer document filed by a lead merchant banker with the Board in terms of these regulations, a fee at the following rate:

(a) In case of a public issue:

Size of the issue, including intended retention of over subscriptionAmount / Rate of fees
Less than or equal to ten crore rupees.A flat charge of one lakh rupees ( 1,00,000/-).
More than ten crore rupees, but less
than or equal to five thousand crore
rupees.
0.1 per cent of the issue size.
More than five thousand crore rupees.Five crore rupees
( 5,00,00,000/-) plus 0.025 percent of the portion of the issue size in excess of five
thousand crore rupees
( 5000,00,00,000/-)

(a) In case of a public issue:

Size of the issue, including intended retention of
oversubscription
Amount / Rate of fees
Less than or equal to ten crore rupees. A flat charge of twenty five thousand rupees
(Rs.25,000/-).
More than ten crore rupees, but less than or equal to
five thousand crore rupees.
0.025 per cent. of the issue size.
More than five thousand crore rupees, but less than
or equal to twenty five thousand crore rupees.
One crore twenty five lakh rupees
(Rs.1,25,00,000/-) plus 0.00625 per cent of the
portion of the issue size in excess of five
thousand crore rupees (Rs.5000,00,00,000/-)
.
More than twenty five thousand crore rupees. A flat charge of three crore rupees
(Rs.3,00,00,000/-).

(b) In case of a rights issue:

Size of the issue, including intended retention of over subscriptionAmount / Rate of fees
Less than or equal to ten crore rupees.A flat charge of fifty thousand rupees
(50,000/-).
More than ten crore rupees0.05 per cent. of the issue size.

(b) In case of a rights issue:

Size of the issue, including intended retention of
oversubscription
Amount / Rate of fees
Less than or equal to ten crore rupees. A flat charge of twenty five thousand rupees
(Rs.25,000/-).
More than ten crore rupees and less than or equal to
five hundred crore rupees.
Twenty five thousand rupees (Rs. 25,000/-) plus
0.005 per cent. of the issue size in excess of ten crore
rupees.
More than five hundred crore rupees. A flat charge of five lakh rupees (Rs.5,00,000/-).

(c) In case of listing without public issue:

Paid up capital of the
entity
Amount / Rate of fees
Less than or equal to ten
crore rupees.
A flat charge of one lakh rupees ( 1,00,000/-).
More than ten crore rupees, but less than or equal to five thousand crore rupees.0.1 per cent of the paid up capital
More than five thousand
crore rupees.
Five crore rupees (5,00,00,000/-) plus
0.025 percent of the portion of the paid up
capital in excess of five thousand crore
rupees (5000,00,00,000/-).

(2) Where the issue size is not determined at the time of submission of the draft offer document or the offer document (in case of a fast track issue), the issuer shall pay fees mentioned at para (1), based on the estimated issue size.

(3) If the issue size estimated by the issuer differs from eventual issue size and thereby:–

(a) the fees paid by the issuer is found to be deficient, the balance fee shall be paid by the issuer within seven days of registering the prospectus with the Registrar of Companies or filing the letter of offer with the recognised stock exchanges, as the case may be; and

(b) if any excess fee is found to have been paid, it shall be refunded by the Board to the
issuer.

PART B
FEES TO BE PAID ALONG WITH UPDATED OFFER DOCUMENT

Where updations or changes are made in any of the sections specified in  Para 3 of Schedule VII of these regulations, there shall be charged a fee of ten thousand rupees (Rs.10,000/-) for updations or changes per section, subject to total fee not exceeding one fourth (1/4th) of the filing fees paid at the time of filing the draft document with the Board or rupees fifty thousand, whichever is higher.

Substituted vide SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2012, w.e.f. 30.01.2012. To view the notification,Click Here
Inserted vide SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2015, w.e.f. 14.08.2015. To view the notification,Click Here
Substituted vide SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2010, w.e.f. 13.04.2010. To view the notification,Click Here

ICDR – Schedule V – MANNER OF SUBMISSION OF SOFT COPY OF DRAFT OFFER DOCUMENT AND OFFER DOCUMENT TO THE BOARD

[See regulations 6(6)  and 101(4)]

(1) The soft copies of draft and final offer document shall be submitted in PDF format in a compact disk placed in a sealed envelope.

(2) One compact disk shall contain the draft or final offer document of only one issue and in single file.

(3) While submitting the compact disk, the lead merchant banker shall, inter alia, certify to the Board that the information contained in the compact disk contains all text and data in a systematic order, matches exactly with the contents of the hard copy of the offer document and satisfies the requirements of this Schedule.

(4) The compact disk containing the offer document shall have a sticker duly pasted giving the following information:

(a) The name of the merchant banker;
(b) Name of the issuer;
(c) Type of the issue ;
(d) Signature of the person who has signed the due diligence certificate.

(5) The sticker on the compact disk containing final offer document shall mention all the
information as stated in clause (4) and the following additional information:

(a) Date of registering red herring prospectus or the prospectus with the Registrar of
Companies or filing the letter of offer with the designated stock exchanges
(b) Issue opening date.

(6) If the requirements of this Schedule are not fulfilled, the offer document would be liable to be rejected.

(7) The lead merchant bankers shall, within one day of the hosting of offer document on the website (if the next day is a holiday, on the first working day), confirm to the Board in writing that the contents of the offer document appearing on the website are in order.

(8) The following information shall also be submitted with soft copies of the offer documents:

Sr. No.ParticularsComments
(i)Soft copy submitted by:
(ii)Content Title:
(iii)Whether the Documents are in PDF Format?YES/NO
(iv)Whether the tabular data in the PDF format are in order?YES/NO/N.A.
(v)Whether the Sr. Numbers of paragraph/points are in order and
matches with the printed copy?
YES/NO/N.A.
(vi)Whether the alignments of all paragraphs are in order?YES/NO
(vii)Whether all relevant image files, if any are available in the
compact disk?
YES/NO/N.A.
(viii)Whether the contents of the PDF format and hard copy of the
offer document have been compared and found to be in
order?
YES/NO
(ix)Whether the spacing between lines and paragraphs is
uniform?
YES/NO
(x)Remarks, if any

Substituted vide SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2012, w.e.f. 30.01.2012. To view the notification,Click Here

ICDR – Schedule VI FORMATS OF DUE DILIGENCE CERTIFICATES

FORM A

[See regulations 8(1)(c), 10(3)(a) , 106O(2) and 91E(5)]
FORMAT OF DUE DILIGENCE CERTIFICATE TO BE GIVEN BY MERCHANT BANKER
ALONG WITH DRAFT OFFER DOCUMENT

To,
Securities and Exchange Board of India

Dear Sirs,

Sub.: Public/Rights Issue of ………………… by………………………. (Name of the Issuer)

We, the lead merchant banker(s) to the above mentioned forthcoming issue, state and confirm as follows:

(1) We have examined various documents including those relating to litigation like commercial disputes, patent disputes, disputes with collaborators, etc. and other material in connection with the finalisation of the draft red herring prospectus (in case of a book built issue) / draft prospectus (in case of a fixed price issue) / letter of offer (in case of a rights issue) pertaining to the said issue;

(2) On the basis of such examination and the discussions with the issuer, its directors and other officers, other agencies, and independent verification of the statements concerning the objects of the issue, price justification and the contents of the documents and other papers furnished by the issuer, WE CONFIRM that:

(a) the draft red herring prospectus/ draft prospectus/ draft letter of offer filed with the Board is in conformity with the documents, materials and papers relevant to the issue;

(b) all the legal requirements relating to the issue as also the regulations guidelines,
instructions, etc. framed/issued by the Board, the Central Government and any other
competent authority in this behalf have been duly complied with; and

(c) the disclosures made in the draft red herring prospectus/draft prospectus/draft letter of offer are true, fair and adequate to enable the investors to make a well informed decision as to the investment in the proposed issue and such disclosures are in accordance with the requirements of the Companies Act, 1956, the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 and other applicable legal requirements.

(3) We confirm that besides ourselves, all the intermediaries named in the draft red herring
prospectus/ draft prospectus/ draft letter of offer are registered with the Board and that till date such registration is valid.

(4) We have satisfied ourselves about the capability of the underwriters to fulfil their underwriting commitments.

(5) We certify that written consent from promoters has been obtained for inclusion of their
specified securities as part of promoters‘ contribution subject to lock-in and the specified
securities proposed to form part of promoters‘ contribution subject to lock-in shall not be
disposed / sold / transferred by the promoters during the period starting from the date of filing the draft red herring prospectus/draft prospectus with the Board till the date of commencement of lock-in period as stated in the draft red herring prospectus/draft prospectus.

(6) We certify that regulation 33 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, which relates to specified securities ineligible for computation of promoters contribution, has been duly complied with and appropriate disclosures as to compliance with the said regulation have been made in the draft red herring prospectus/draft prospectus.

(7) We undertake that sub-regulation (4) of regulation 32 and clause (c) and (d) of sub-regulation(2) of regulation 8 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 shall be complied with. We confirm that
arrangements have been made to ensure that promoters‘ contribution shall be received at least one day before the opening of the issue. We undertake that auditors‘ certificate to this effect shall be duly submitted to the Board. We further confirm that arrangements have been made to ensure that promoters‘ contribution shall be kept in an escrow account with a Scheduled Commercial Bank and shall be released to the issuer along with the proceeds of the public issue.

(8) We certify that the proposed activities of the issuer for which the funds are being raised in the present issue fall within the ‘main objects‘ listed in the object clause of the Memorandum of Association or other charter of the issuer and that the activities which have been carried out until now are valid in terms of the object clause of its Memorandum of Association.

(9) We confirm that necessary arrangements have been made to ensure that the moneys received pursuant to the issue are kept in a separate bank account as per the provisions of sub-section(3) of section 73 of the Companies Act, 1956 and that such moneys shall be released by the said bank only after permission is obtained from all the stock exchanges mentioned in the prospectus/ letter of offer. We further confirm that the agreement entered into between the bankers to the issue and the issuer specifically contains this condition.

(10) We certify that a disclosure has been made in the draft red herring prospectus/draft prospectus/draft letter of offer that the investors shall be given an option to get the shares in demat or physical mode.

(11) We certify that all the applicable disclosures mandated in the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 have been made in addition to disclosures which, in our view, are fair and adequate to enable the investor to make a well informed decision.

(12) We certify that the following disclosures have been made in the draft red herring prospectus/draft prospectus/ draft letter of offer:

(a) An undertaking from the issuer that at any given time, there shall be only one
denomination for the equity shares of the issuer and
(b) An undertaking from the issuer that it shall comply with such disclosure and accounting norms specified by the Board from time to time.

(13) We undertake to comply with the regulations pertaining to advertisement in terms of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2009 while making the issue.

(14) We enclose a note explaining how the process of due diligence has been exercised by us in view of the nature of current business background or the issuer, situation at which the proposed business stands, the risk factors, promoters experience, etc.

(15) We enclose a checklist confirming regulation-wise compliance with the applicable provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2009, containing details such as the regulation number, its text, the status of compliance, page number of the draft red herring prospectus/ draft prospectus/ draft letter of offer where the regulation has been complied with and our comments, if any.

(16) We enclose statement on Price Information of Past Issues handled by Merchant Bankers (who are responsible for pricing this issue)‘, as per format specified by the Board through Circular

We certify that profits from related party transactions have arisen from legitimate business transactions

(18) We certify that the entity is eligible under 106Y (1) (a) or (b) (as the case may be) to list on the institutional trading platform, under Chapter XC of these regulations. (if applicable)

 Merchant Banker(s) to the Issue

with Official Seal(s)

Place:                                                                                                    
Date:

Note: (i)The requirements in items 5, 6 and 7 are not applicable in case of a rights issue.
(ii) The requirements in clause 16 may be updated by the merchant bankers at the time of
registering offer document with Registrar of Companies and should be submitted to Board.
The same should also be updated in offer document

FORM B

[See regulations 8(1)(d) and 10(3)(b)]
FORMAT OF DUE DILIGENCE CERTIFICATE TO BE GIVEN BY DEBENTURE
TRUSTEE ALONG WITH DRAFT OFFER DOCUMENT

To,
Securities and Exchange Board of India

Dear Sirs,

Sub.: Public/Rights Issue of ……………………. by ……………………….. (Name of the Issuer)

We, the debenture trustees to the above mentioned forthcoming issue, state as follows:

(1) We have examined the documents pertaining to the said issue.

(2) We have also examined the relevant documents pertaining to the security to be created.

(3) On the basis of such examination and of the discussions with the issuer, its directors and other officers, other agencies and of independent verification of the various relevant
documents, WE CONFIRM that:

(a) The issuer has made adequate provisions for and/or has taken steps to provide for
adequate security/asset cover for the secured convertible debt instruments to be issued.
(b) The issuer has obtained the permissions / consents necessary for creating security on the property as second charge/pari passu charge (wherever applicable)
(c) The issuer has made all the relevant disclosures about the security/asset cover
(d) The issuer has made all the relevant disclosures about its continued obligations towards the holders of convertible debt instruments.
(e) All disclosures made in the draft prospectus/letter of offer with respect to the
convertible debt instruments are true, fair and adequate to enable the investors to make a well informed decision as to the investment in the proposed issue.

(4) We have satisfied ourselves about the ability of the issuer to service the debt securities.

Debenture Trustee to the Issue
with his Official Seal

Place:

Date:

Note: With respect to the issue of unsecured convertible debt instruments, the debenture trustee shall not certify and confirm the requirements stated in item 2 and sub-item (a), (b) and (c) of item 3 above.

FORM C

[See regulation 8(2)(b)]
FORMAT OF DUE DILIGENCE CERTIFICATE TO BE GIVEN BY MERCHANT
BANKER AT THE TIME OF REGISTERING OFFER DOCUMENT WITH THE
REGISTRAR OF COMPANIES / FILING LETTER OF OFFER WITH THE
DESIGNATED STOCK EXCHANGE

To,
Securities and Exchange Board of India

Dear Sirs,

Sub.: Public/Rights Issue of ……………….. by ……………………… (Name of the Issuer)

(1) This is to certify that the red herring prospectus (in case of a book built issue) / prospectus (in case of a fixed price issue) registered with the Registrar of Companies / letter of offer filed with the designated stock exchange (in case of a rights issue) on …. (date) was suitably updated under intimation to the Board and that the said red herring  prospectus/prospectus or letter of offer contains all the material disclosures in respect of the issuer as on the said date.

(2) We confirm that the registrations of all the intermediaries named in the red herring
prospectus/prospectus or letter of offer are valid as on date and that none of these
intermediaries have been debarred from functioning by any regulatory authority.

(3) We confirm that written consent from promoters has been obtained for inclusion of their securities as part of promoters‘ contribution subject to lock-in.

(4) We further confirm that the securities proposed to form part of promoters‘ contribution and subject to lock-in, have not been disposed / sold / transferred by the promoters during the period starting from the date of filing the draft prospectus with the Board till date.

(5) We confirm that agreements have been entered into with both the depositories for
dematerialisation of the securities of the issuer.

(6) We certify that as per the requirements of first proviso to sub-regulation (4) of regulation 32 of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, cash flow statement has been prepared and disclosed in the red herring prospectus and/or prospectus.

Merchant Banker(s) to the Issue
with Official Seal(s)

Place:

Date:

Note: The requirements in items 3, 4 and 6 above are not applicable in case of a rights issue.

FORM D
[See regulation 8(2)(e)]
FORMAT OF DUE DILIGENCE CERTIFICATE TO BE GIVEN BY MERCHANT
BANKER IMMEDIATELY BEFORE OPENING OF THE ISSUE

To,
Securities and Exchange Board of India

Dear Sirs,

Sub.: Public/Rights Issue of …………………….. by ……………………. (Name of the Issuer)

(1) This is to certify that all the material disclosures in respect of the issuer as on the date of
opening of the issue have been made through the red herring prospectus (in case of a book built issue) / prospectus (in case of a fixed price issue) registered with the Registrar of Companies / letter of offer filed with the designated stock exchange (in case of a rights issue) on ….. (date) and subsequent amendments/ advertisements (if applicable) dated ……… (Details of advertisements to be enclosed), We confirm:

(a) that the registrations of all the intermediaries named in the red herring
prospectus/prospectus /letter of offer, are valid as on date and that none of these
intermediaries have been debarred from functioning by any regulatory authority as on
date.

(b) that the securities proposed to form part of promoters‘ contribution and subject to lockin, have not been disposed / sold / transferred by the promoters during the period
starting from the date of filing the draft prospectus with the Board till date.

(c) that the abridged prospectus/letter of offer contains all the disclosures as specified in the Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2009.

Merchant Banker(s) to the Issue
with Official Seal(s)

Place:

Date:

Note: The requirements in item   2(b) above are not applicable in case of a rights issue.

FORM E

[See regulation 8(2)(f)]
FORMAT OF DUE DILIGENCE CERTIFICATE TO BE GIVEN BY MERCHANT
BANKER AFTER OPENING OF THE ISSUE BUT BEFORE CLOSURE OF
SUBSCRIPTION

To,
Securities and Exchange Board of India

Dear Sirs,

Sub.: Public/Rights Issue of …………………… by …………………… (Name of the Issuer)

(1) This is to certify that all the material disclosures in respect of the issuer as on date have been made through the red herring prospectus (in case of a book built issue) / prospectus (in case of a fixed price issue) registered with the Registrar of Companies / letter of offer filed with the recognised stock exchange (in case of a rights issue) on ……… (date) and subsequent amendments/ advertisements (if applicable) dated ……….. (Details of advertisements to be enclosed).

(2) We confirm that the registrations of all the intermediaries named in the red herring
prospectus/prospectus/letter of offer, are valid as on date and that none of these
intermediaries have been debarred from functioning by any regulatory authority as on date.

(3) We also confirm that the specified securities proposed to form part of promoters‘ contribution and subject to lock-in, have not been disposed / sold / transferred by the promoters during the period starting from the date of filing the draft prospectus with the Board till date.

Merchant Banker(s) to the Issue
 with Official Seal(s)

Place:

Date:

Note: The requirement in item 3 above is not applicable in case of a rights issue.

FORM F

[See regulation 10(3)(a)]
ADDITIONAL CONFIRMATIONS/ CERTIFICATION TO BE GIVEN BY MERCHANT
BANKER IN DUE DILIGENCE CERTIFICATE TO BE GIVEN ALONG WITH OFFER
DOCUMENT FOR FAST TRACK ISSUE

(1) We confirm that none of the intermediaries named in the red herring prospectus (in case of a book built issue) / prospectus (in case of a fixed price issue) / letter of offer (in case of a rights issue) have been debarred from functioning by any regulatory authority.

(2) We confirm that the issuer is eligible to make fast track issue in terms of regulation 10 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2009. The fulfilment of the eligibility criteria as specified in that regulation, by the issuer, has also been disclosed in the red herring prospectus (in case of a book built issue) /prospectus (in case of a fixed price issue) / letter of offer (in case of a rights issue).

(3) We confirm that all the material disclosures in respect of the issuer have been made in the red herring prospectus (in case of a book built issue) / prospectus (in case of a fixed price issue) / letter of offer (in case of a rights issue) and certify that any material development in the issuer or relating to the issue up to the commencement of listing and trading of the specified securities offered through this issue shall be informed through public notices/ advertisements in all those newspapers in which pre-issue advertisement and advertisement for opening or closure of the issue have been given.

(4) We confirm that the abridged prospectus / abridged letter of offer contains all the disclosures as specified in the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009.

(5) We confirm that agreements have been entered into with the depositories for
dematerialisation of the specified securities of the issuer.

(6) We certify that as per the requirements of first proviso to sub-regulation (4) of regulation 32 of Securities and Exchange board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, cash flow statement has been prepared and disclosed in the red herring prospectus and / or prospectus.

Merchant Banker(s) to the Issue
with Official Seal(s)

Place:

Date:

FORM G

[See regulation 65(3)]
FORMAT OF DUE DILIGENCE CERTIFICATE TO BE GIVEN BY MERCHANT
BANKER ALONG WITH FINAL POST ISSUE REPORT

To,
Securities and Exchange Board of India

Dear Sirs,

Sub.: Public issue of …………………… by ……………………… (Name of Issuer)

We, the under noted post issue lead merchant bankers to the above mentioned issue state as follows:

(1) We confirm that –

(a) the certificates in respect of locked-in specified securities have been stamped ‘not
transferable‘ indicating the period of non-transferability;
(b) if the specified securities offered for lock-in are in dematerialised form, non
transferability details have been informed to the depositories;
(c) details of lock-in have been provided to all the stock exchanges on which specified
securities are to be listed, before the listing of the specified securities.

(2) We certify that specified securities included as minimum promoters‘ contribution and the specified securities in excess of minimum promoters‘ contribution have been locked-in in terms of regulation 36 of Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2009.

(3) We certify that provisions regarding lock-in of specified securities held by persons other than promoters have been duly complied with in accordance with regulation 37 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009.

Merchant Banker(s) to the Issue
with Official Seal(s)

Place:

Date:


[See regulation 106O(2)]
ADDITIONAL CONFIRMATIONS/ CERTIFICATION TO BE GIVEN BY MERCHANT
BANKER IN DUE DILIGENCE CERTIFICATE TO BE GIVEN ALONG WITH
OFFER DOCUMENT REGARDING SME EXCHANGE

(1) We confirm that none of the intermediaries named in the red herring prospectus (in case of a book built issue) / prospectus (in case of a fixed price issue) / letter of offer (in case of a rights issue) have been debarred from functioning by any regulatory authority.

(2) We confirm that all the material disclosures in respect of the issuer have been made in the red herring prospectus (in case of a book built issue) / prospectus (in case of a fixed price issue) /letter of offer (in case of a rights issue) and certify that any material development in the issuer or relating to the issue up to the commencement of listing and trading of the specified securities offered through this issue shall be informed through public notices/ advertisements in all those newspapers in which pre-issue advertisement and advertisement for opening or closure of the issue have been given.

(3) We confirm that the abridged prospectus / abridged letter of offer contains all the disclosures as specified in the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009.

(4) We confirm that agreements have been entered into with the depositories for
dematerialisation of the specified securities of the issuer.

(5) We certify that as per the requirements of first proviso to sub-regulation (4) of regulation 32 of Securities and Exchange board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, cash flow statement has been prepared and disclosed in the red herring prospectus and / or prospectus.

(6) We confirm that underwriting and market making arrangements as per requirements of
regulation 106D and 106J of the Securities and Exchange board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 have been made.

(7) We confirm that the issuer has redressed at least ninety five per cent. of the complaints
received from the investors till the end of the quarter immediately preceding the month of the filing of the red herring prospectus / prospectus with the Registrar of Companies or letter of offer with SME exchange. (Applicable only in case of Further public offer and rights issue.

Merchant Banker(s) to the Issue
with Official Seal(s)

Place:

Date:

Inserted vide SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2012, w.e.f. 12.10.2012. To view the notification,Click Here
Inserted vide SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2015, w.e.f. 14.08.2015. To view the notification,Click Here
Inserted vide SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2010, w.e.f. 13.04.2010. To view the notification,Click Here
Inserted vide SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2010, w.e.f. 13.04.2010. To view the notification,Click Here
Substituted vide SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2011, w.e.f.23.09.2011. To view the notification,Click Here
Substituted vide SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2011, w.e.f.23.09.2011. To view the notification,Click Here

ICDR – SCHEDULE XVIII

(See regulation 84(1))

DISCLOSURES IN PLACEMENT DOCUMENT

(1) Disclaimer to the effect that the Memorandum relates to an issue made to qualified
institutional buyers under Chapter VIII of the Securities and Exchange Board of India (Issue
of Capital and Disclosure Requirement) Regulations, 2009 and that no offer is being made to the public or any other class of investors.

(2) Glossary of terms/abbreviations

(3) Financial statements contained herein

(4) Merchant bankers/merchant bankers to the placement and other advisors

(5) Summary of the offering and eligible security

(6) Risk factors

(7) Market price information: Disclose particulars of:-

(a) high, low and average market prices of equity shares of the issuer during the preceding
three years;

(b) monthly high and low prices for the six months preceding the date of filing of the
prospectus;

(c) number of equity shares traded on the days when high and low prices were recorded in
the relevant stock exchange during period of (i) and (ii) above, and total volume traded
on those dates;

(d) the stock market data referred to above shall be shown separately for periods marked
by a change in capital structure, with such period commencing from the date the
concerned stock exchange recognizes the change in the capital structure (e.g., when the
equity shares have become ex-rights or ex-bonus)

(e) the market price immediately after the date on which the resolution of the board of
directors approving the issue was approved

(f) the volume of securities traded in each month during the six months preceding the date
on which the offer document is filed with Registrar of Companies;

(g) along with high, low and average prices of shares of the issuer, details relating to
volume of business transacted should also be stated for respective periods.

(8) Use of proceeds:

(a) purpose of the issue;

(b) break-up of the cost of project for which the money is raised through issue;

(c) the means of financing such project; and

(d) proposed deployment status of the proceeds at each stage of the project.

(9) Capitalization Statement

(10) Dividends

(11) Selected Financial and other Information

(12) The audited consolidated or unconsolidated financial statements prepared in accordance with Indian GAAP shall contain the following:

(a) Report of Independent Auditors on the Financial Statements

(b) Balance sheets

(c) Statements of income

(d) Schedules to accounts

(e) Statements of changes in stockholders‘ equity

(f) Statements of cash flows

(g) Statement of accounting policies

(h) Notes to financial statements

(i) Statement relating to subsidiary companies (in case of unconsolidated financial
statements)

(13) Management‘s Discussion and Analysis of financial condition and results of operations

(14) Industry description

(15) Business description

(16) Organizational structure and major shareholders

(17) Board of directors and senior management

(18) Taxation aspects relating to the eligible securities

(19) Legal proceedings

(20) Accountants

(21) General Information

(22) Such other information as is material and appropriate to enable the investors to make an informed decision.

Substituted vide SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2012, w.e.f. 30.01.2012. To view the notification,Click Here

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