Certain prescribed particulars in regard to the company and other

listed companies under the same management which made any capital issue during the last 3 years. .

VII. Outstanding litigations relating to financial matters or criminal proceedings against the company or directors under Schedule XIII.

VIII. Management perception of risk factors (e.g., sensitivity to foreign exchange rate fluctuations, difficulty in availability of raw materials or in marketing of products, costume over-run etc.).

Part II of Schedule II requires the Sampan)’ to give detailed information. This part is further sub-divided into the parts, viz., General Information, Financial Information and Statutory and Other Information. General Information includes Information on matters like:

(i) Consent of directors, auditors, solicitors, managers to the issue, Registrars to the issue, Bankers of the company, Bankers to the issue and experts.

(ii) Experts’ opinion obtunded, if any.

(iii) Change, if any, in directors and auditors during the last 3 years and reason therefor.

(iv) Procedure and time schedule for allotment and issue of certificates.

(v) Names and addresses of Company Secretary, Legal advisory, Lead Managers, Co-managers, Auditors, Bankers to the issue and Brokers to the issue. Financial Information Includes:

(i) reports of the auditors of the company with respect to its profits and losses and assets and :inabilities and the rate of dividends paid during the 5 financial years immediately preceding the issue of prospectus;

(ii) reports by the accountants (who should be named) on the profits or losses for the preceding 5 financial years and on the assets and liabilities on date which shall not be more than 120 days before the date of the issue

of the prospectus. .

(iii) Reports of the profits and losses and assets and liabilities of subsidiaries, if any, .Separately for each subsidiary, Combined profits and losses and assets and liabilities of all subsidiaries with or without the assets and liabilities of the company. Statutory and other Information includes information about:

(i) Minimum subscription;

(ii) Expenses of the issue; giving separately fee payable to advisers, Registrars to the issue, Managers to the issue, and Trustees for the debenture holders.

(iii) Underwriting commission and brokerage;

(iv) Previous public or rights issue giving particulars about date of allotment, refunds, premium discount, etc. (during the last five years)

(v) Issue of shares otherwise than for cash;

(vi) Particulars about purchase of property, if any;

(vii) Revaluation of assets, if any, (during the last 5 years);

(viii) Material contracts and inspection of documents.

(ix) Debentures, redeemable preference shares and other instruments, outstanding on the date of issue of prospectus:

(x) Rights of members regarding voting, dividend, lien on shares and the process for the modification of such rights and forfeiture of shares; .

(xi) Restrictions, if any, on transfer and transmission of shares debentures and on their consolidation splitting:

(xii)Revaluation of assets, if any (during the last 5 years).Pali III Schedule II. It gives an explanation of certain terms and press ion used in Part I and Part II of the Schedule.