SCHEDULE II

[See sections 43(2)(a) and 56]

MATTERS TO BE SPECIFIED IN PROSPECTUS AND REPORTS TO BE SET OUT THEREIN

PART I

I. General information

(a) Name and address of registered office of the company.

(b) (i) Consent of the Central Government for the present issue and declaration of the Central Government about nonresponsibility for financial soundness or correctness of statements.

(ii) Letter of intent/industrial licence and declaration of the Central Government about non-responsibility for financial soundness or correctness of statements.

(c) Names of regional stock exchange and other stock exchanges where application made for listing of present issue.

(d) Provisions of sub-section (1) of section 68A of the Companies Act, relating to punishment for fictitious applications.

(e) Statement/declaration about refund of the issue if minimum sub- scription of 90 per cent is not received within 90 days from closure of the issue.

(f) Declaration about the issue of allotment letters/refunds within a period of 10 weeks and interest in case of any delay in refund at the prescribed rate under section 73(2)/(2A).

(g) Date of opening of the issue.

Date of closing of issue.

Date of earliest closing of the issue.

(h) Names and addresses of auditors and lead managers.

(i) Name and address of trustee under debenture trust deed (in case of debenture issue).

(j) Whether rating from Crisil or any rating agency has been obtained for the proposed debenture/preference shares issue.

If no rating has been obtained, this should be answered as "No".

If "yes" the rating should be indicated.

(k) Underwriting of the issue

(Names and addresses of the underwriters and the amount underwritten by them).

(Declaration by board of directors that the underwriters have sufficient resources to discharge their respective obligations.)

(l) a statement by the board of directors stating that -

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

(ii) 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

(iii) details of all unutilised monies out of the issue of share 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.

1. Substituted by Notification No. SO 666(E) dated 3-10-1991.

2. Inserted by the Notification No. GSR 265(E) dated 15-5-1997.

II. Capital structure of the company

(a) Authorised, issued, subscribed and paid-up capital.

(b) Size of present issue giving separately reservation for preferential allotment to promoters and others.

(c) Paid-up capital

(i) after the present issue

(ii) after conversion of debentures (if applicable).

III. Terms of the present issue

(a) Terms of payments.

(b) Rights of the instrument holders.

(c) How to apply - availability of forms, prospectus and mode of payment.

(d) Any special tax benefits for company and its shareholders.

IV. Particulars of the issue

(a) Objects.

(b) Project cost.

(c) Means of financing (including contribution of promoters).

V. Company, management and project

(a) History and main objects and present business of the company.

(b) Subsidiary(ies) of the company, if any (For financial data, refer to auditor's report in Part II).

(c) Promoters and their background.

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

(e) Location of project.

(f) Plant and machinery, technology, process, etc.

(g) Collaboration, any performance guarantee or assistance in marketing by the collaborators.

(h) Infrastructure facilities for raw materials and utilities like water, electricity, etc.

(i) Schedule of implementation 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.

(j) The products :

(i) Nature of the products - consumer/industrial and end-users

(ii) Approach to marketing and proposed marketing set up.

(iii) Export possibilities and export obligations, if any (in case of a company providing any "service" particulars, as applicable, be furnished).

(k) Future prospects - expected capacity utilisation during the first three years from the date of commencement of production, and the expected year when the company would be able to earn cash profits and net profits. Stock market data for shares/debentures of the company high/low price in each of the last three years and monthly high/low during the last six months (where applicable).

VI. Following particulars in regard to the company and other listed companies under the same management within the meaning of section 370(1B) which made any capital issue during the last three years :

Name of the company

Year of issue

Type of issue (Public/rights/composite)

VII. (a) Outstanding litigation pertaining to -

(i) matters likely to affect operation and finances of the company including disputed tax liabilities of any nature ; and

(ii) criminal prosecution launched against the company and the directors for alleged offences under the enactments specified in paragraph 1 of Part I of Schedule XIII to the Companies Act, 1956.

(b) Particulars of default, if any, in meeting statutory dues, institutional dues, and towards instrument holders like debentures, fixed deposits, and arrears on cumulative preference shares, etc. (also give the same particulars about the companies promoted by the same private promoters and listed on stock exchanges).

(c) Any material development after the date of the latest balance sheet and its impact on performance and prospects of the company.

VIII. Management perception of risk factors (i.e., sensitivity to foreign exchange rate fluctuations, difficulty in availability of raw materials or in marketing of products, cost/time overrun, etc.)