Part 1:            Things mentioned in the first part of IInd Schedule.


Part 2:            Things mentioned in the Second part of IInd Schedule.

Part 3             Explanation of certain terms and expressions used under Part I and Part II of the schedule.


(i)          General information

(ii)        Capital structure

(iii)       Term of the present issue

(iv)      Particular of the issue

(v)        Company’s management and project

(vi)      Particular in regard to any other listed company under the same management

(vii)     Pending litigation

(viii)   Management perception of risk factor.

Part 2:

(i)          General information

(ii)        Financial information

(iii)       Statutory and other information

Part 2:

It contains explanation of certain terms and expressions used under Part I and Part II of the schedule. It also requires a declaration that all relevant provisions of the act and the guidelines issued by the government have been complied with and nothing has been stated in the prospectus that is contrary to the provisions of the companies Act.

SEBI Guidelines: SEBI has directed the lead managers to ensure, proper disclosure to the investors by keeping in mind their increased responsibilities consequent upon the notification.

The lead manager should give adequate disclosure but also ensure due compliance to guideline for disclosure and investor protection issue by SEBI both in letter and in spirit. Following information should be included by the lead managers in the prospectus to be issued by the company:-

  1. Disclosure Clause: The disclosure is to be printed in the bold in the offer of documents in Part I after issuing details under the head general information.
  2. Stock market date: A clear information must be given of the stock market date alongwith the high; low and average prices of the company during the preceding three years.
  3. Performance vis-à-vis promises relating to previous issues.
  4. Reservation is done for NRI’s overseas corporate bodies in public issue. When the amounts are paid in foreign currency then only NRI’s application is to be accepted.
  5. Buy-back arrangement for purchase of non-convertible portion or partly convertible debentures.
  6. Development of proceed of the issue.
  7. Manner of getting the stock investments and its disposal.
  8. Statement relating to allotment and refund. The lead managers are to ensure themselves about it.
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