Download SEBI DIP Guidelines as on 24th February 2009 with Amendments, Update & its Understanding with respect to offer document, preferential, etc...

The SEBI (Disclosure & Investor Protection) Guidelines amended on 24th February 2009 and click here to download the amended full SEBI (DIP) Guidelines, 2009 @ http://www.sebi.gov.in/guide/dip2009.pdf

Major highlights by CS Adhithya of Cool CS:

1. Timelimit for bonus issue reduced to 15/60 days from the date of Board meeting [erstwhile 6 months]
2. Enhanced the period of validity of observation letter issued by SEBI to 12 months [erstwhile 3 months]
3. Floor price or price band can be announced after registration of RHP with RoC but 2 working days before issue opens
4. Enhanced the upfront amount payable on Preferntial allotment from 10 to 25%

The brief of the amendments are as under:

Opening of Public Issue

An issue shall open within 12 months from the date of issuance of the observation letter by SEBI, if any or within 3 months from the 31st day from the date of filing of the draft offer document with SEBI, if no observation letter is issued.

Requirement of filing updated offer document

File an updated offer document with SEBI, highlighting all changes made in the document and in case of 'significant changes' in the offer document, it shall be filed with SEBI atleast 1 month before filing final prospectus with RoC/SE;

Change in Timelines of Bonus Issue

Shall be completed WITHIN 60 days from the Date of Board Resolution, where-in bonus was announced subject to Shareholders approval OR WITHIN 15 days from the Date of Board Resolution authorising such issue. Once resolved, the board shall not have the option of changing the decision.

Option not to disclose the floor price or price band

Where the issuer has not disclosed floor price or price band in prospectus filed with RoC/SE, it shall be disclosed atleast 2 working days before opening of the bid in case of IPO and atleast 1 working day before the opening of the bid in case of FPO, by way of an announcement in all thenewspapers in which the pre-issue advertisement was released by the issuer or the merchant banker;

Justification for Price in some cases

Justification for price is required to be given in the Offer Document and further, if the Issuer has not disclosed floor price or price band in the prospectus and taken an option to disclose it before 2 working days (for IPO) or 1 working day (for FPO) before opening of an issue, then, announcement shall contain the relevant financial ratios, computed for both upper and lower end of the price band and the basis of issue price or prescribed statements to guide investors in RHP which are,

(a) a statement that the floor price or price band, as the case may be, shall be disclosed at least two working days (in case of an initial public offer) and at least one working day (in case of a further public offer) before the opening of the bid);

(b) a statement that the investors may be guided in the meantime by the secondary market prices (in case of a further public issue);

(c) names and editions of the newspapers where the announcement of the floor price or price band would be made;

(d) names of websites (with address), journals or other media in which the said announcement will be made.

Preferential Allotment of Warrants

For preferential allotment of warrants minimum 25% paid at the time of allotment upfront and if warrant is not exercised, then such 25% money is forfeited.

Lock-in Requirements under Preferential Issue

Shares issued to Promoters (UPTO 20% Post-Issue Capital)	Lock-in for 3 years
Total Post-Issue Capital UPTO 20%	Lock-in for 3 years
Shares issued as Preferential allotment to promoter or promoter group [other than above] or to others	Lock-in for 1 year

Note: Lock-in of convertible instruments (other than Warrants) shall be reduced to the extent of lock-in of such convertible instruments.

Requirements when listed less than 6 months & lock-in

If the Co is listed for less than 6 months, then for such issue (other than to QIB's upto 5) consider the highest of IPO price or Value per share as 391 to 394 Scheme or average weekly high & low closing prices of such period or 2 weeks preceeding relevant date and recompute the price after 6 months, the difference shall be paid by the allottees to the company, otherwise such securities shall continue lock-in till the amount is paid.

Impact of Relaxation under Regulations 29A of Takeover Code

Shareholder (to whom preferential allotment is made) should not have sold such shares during last 6 months (unless relaxed u/R 29A of SEBI Takeover Code).

Preferential Allotment should be completed WITHIN fifteen days from the passing of the resolution (unless relaxed u/R 29A of SEBI Takeover Code).

Copies of Certificate of Statutory Auditor of the Company (Pracitsing CA certificate is allowed only when relaxation u/R 29A of SEBI Takeover Code) certifying that such issue is in compliance with the requirements of the SEBI guidelines, has to be laid @ the General Meeting convened to get the approval for issue of shares.

In case of relaxations granted under Regulation 29A of SEBI Takeover Code, the requirements regarding pricing, lock-in, disclosures in explanatory statement and Certification shall not be applicable to preferential allotment of equity shares, fully convertible debenture and partly convertible debentures ONLY IF an adequate disclosure about the plan is given in the Explanatory Statement.

Exemption from Rule 19(2)(b)

There is a relaxation of the strict enforcement of requirements of rule 19(2)(b) [requirement of 25% of offer to public on initial listing] of the SCRR, 1957 where an unlisted company intends to list its shares issued to the shareholders of a listed company pursuant to a scheme of arrangement approved by a High Court, without making an initial public offer OR for proposal for listing of Equity shares with differential rights as to dividend, voting or otherwise, offered through rights or bonus issue OR Warrants issued along with Non Convertible Debentures through Qualified Institutions Placement by a listed issuer.

Click here to see the applicability of the amendments @ http://www.sebi.gov.in/circulars/2009/dip342009.pdf

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Find your Company Secretary (ICSI) exam results on 25th February @ 12 noon for December 2008 exams

DECLARATION OF DECEMBER, 2008 EXAMINATIONR E S U LT S

The results of the Foundation Course, Intermediate and Final (OldSyllabus) and Foundation Programme and Executive Programme(New Syllabus) examinations of the company secretaries held inDecember, 2008 are scheduled to be declared at 12.00 Noon on25th February, 2009. The results would be displayed in the followingmanners:

(i) All-India Results (Roll Nos. List of successful candidateswill be displayed simultaneously on the Notice Boards atthe Institute's Headquarters and Offices of the RegionalCouncils;

(ii) Centrewise Results — Printed Roll Number List ofSuccessful Candidates related to city concerned of theChapter(s) would be sent to respective Chapter(s) foronward transmission to the Examination Centre(s) fordisplay on the Notice Boards of the Chapter(s) as well asExamination Centre(s); and

(iii) The results will also be available on Institute's Website
http://www.icsi.edu/ on 25th February, 2009 after 12.00 Noon.

Click here to get ICSI Company Secretary result for Foundation, Inter/Executive and Final/Professional program results by email --> http://www.icsi.edu/webmodules/icsiweb/works/homepage/resemailnew.asp

To enjoy CS classes visit http://csexecutiveprogram.blogspot.com/ or http://csprofessionalprogram.blogspot.com/

All the best! Enjoy passin... Do scrap your jolly results. Also share your experiences.

SEBI consents with UBS means its a Consent Order

SEBI, Swiss co UBS settle dispute on consent terms, what does this mean?
for a CS Executive Students doing Securities Law.

Yes, Consent Order is an order passed by SEBI which are NOT appealable to SAT. That is, orders passed with the consent of both the parties (one of the party being SEBI). It is similar to compounding under Companies Act or other Acts, where both the parties enter into settlement terms for a feasbile sum.

Try reading through the consent order of UBS in http://www.sebi.gov.in/consentorders/ubsconsent.pdf and the case is explained well in http://www.thehindubusinessline.com/2009/02/22/stories/2009022251150100.htm

In the consent order, you may find SEBI Circular No. EFD/ED/Cir-1/2007 dated April 20, 2007 which is the circular empowering SEBI to enter into Consent Order, for which the party has to apply in Form A.

Understand, the difference between Consent Order & Compounding now.

CONSENT ORDER	COMPOUNDING
Sec 15T of SEBI Act	Sec 24A of SEBI Act
For administrative / civil proceedings	For criminal prosecutions; NOT being an offence punishable with imprisonment only OR imprisonment & fine
BY SEBI	BY SAT
Application at any stage where probable cause of violation has been found	Application before / after institution of proceedings
To appropriate sanction, remedy & deterrence WITHOUT resorting to litigation, lengthy proceedings & consequential delays	To avoid lengthy process, which would save cost, time, mental, agony, etc…in return for payment of compounding charges

Enjoy CS exams...

Tax law notes for Company Secretary (ICSI) executive program exams

Credits to Mr. CS Rengrajan from CS Chennai for this wonderful presentation.

This is for students of Company Executive Program Module I Paper 3 on Tax laws including Income Tax, Service Tax & Value Added Tax (VAT).

Enjoy readin...http://docs.google.com/Doc?id=dd6hbmx2_92ddt8wddp

All the best.

fun with CS, enjoy the company secretary exam & life toils

Funny (yet very interesting) on Company Secretaries, credits to the author. Just felt like sharing with CS friends throughout India. Life is all about the approach or view points, enjoy... & win the world!

Banner in front of the Institute of Company Secretaries of India ....

"Drive slowly, don't kill our students.... . leave them to us...."

What is CS?

Foundation-Alpenlibe- Ji lalchaye raha na jaye.

Intermdiate- Dimag ki batti jala de.

Trainee-Kinetic- Sabki hawa nikal de.

FINAL-Chlormint- Dubara mat poochna.

Membersip-jhoom barabar jhoom


We had many options to end our life
Poison, Sleeping pills, Hanging,
Jump from building, Sleep under a train..
But we choose the bravest... Education (CS).


Aansu aa jate hai aankho me rone se pehle,
Har khawab tut jata hai sone se pehle!
Kya hai CS ye to samajh gaye,
Kash koi rok leta admission hone se pehle.

Are you-
Emotionally Numb?
Romantically Starved?
Creatively Challenged?
Artistically Void?
Socially Outcast?
Congratulations You are a CS Student!!

Teacher: Osama has 5 wives and 20 Children,
Laloo has 1 wife and 9 children. Who is better?
CS Student: all are redundant......merge all u/s 391-394 of the Cos. Act, 1956.

SECRETARY
S-Special
E-Extra-ordinary
C-Calm
R-Royal
E-Enthusiastic
T-Talented
A-Awesome

R-Romantic

Y-Young

Irritating compliances, Fighting on complicated issues,
Everyday classes, Dangerous boss,
More expenditure, avg. stipend,
People call it Training, We call it LIFE.

CS on his death bed:
My wife, are you here?
"Yes dear"
My daughter, are you here?
"Yes dad"
My son, are you here?
"Yes dad"
MY TRAINEES, ARE YOU HERE?
"Yes SIR"
KAMiNO fir OFFICE me kaun hai...................aur mera corporate law ka gutkha??????????

Upcoming horror movies in CS:
-The Worthing Trainee
-Khatarnak syllabus
-B.L. ka badla
-2nd group ki pyas
-Khooni result (soon to be out on 25th February 2009 @ 12 noon)
-Wo aakhri attempt

-corporate governance(the mystery)

Kash koi "Exam Result" ka insurance kara deta,
To har exam ke pehle premium bharwa dete,
Pass hote to thik hai,
Varna insurance claim karva lete.

Ye India ka CS hai bidu,
40 mile to tali bidu,
Attempt lage to gali bidu,
Hua exempt to bole jhakhas,
39 lage to satyanash,
Pass ho to thaat hai,
Fail ho to vaat hai.

5 Years
50 Laws
500 Lectures
5000 Practicals
50000 Sections
500000 Rules
A normal human being can't bear it.
The remaining abnormals are called
COMPANY .SECRETARIES ....

CS gaali de to kya dega?
Saale 383A ka non compliance,
SEBI ki penalty,
paidaishi subsidiary,
Undischarged Insolvent,
297 ke violation, 295 ke loan, 372A ki guarantee,
Itna marunga ki WINDING UP ho jayega.

Keep enjoyin...Vj

SEBI relaxes Takeover Code disclosures when Board of Directors of company are superceded overriding Competitive bids

Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) (Second Amendment) Regulations, 2009

Yes, takeover amended for the second time in 2009 and 

• its the direct impact of Satyam scam yet again where Government/Regulatory Authorities has superceded the board of Satyam.
• Then they realised takeover code compliance is so stringent and there is no provision for exemption.  
• Thus, SEBI (Substantial Acquisition of Shares & Takeovers) Regulation, 1997 has been amended to empower SEBI to exempt the provisions of Regulation 10 to 29A (the crucial disclosures) when an application is made by target company subject to certain conditions.  Regulation 10 to 29A of Takeover provide for the provisions of disclosure on crossing the prescribed limits of 15% to 55%/75% by making a public offer of shares after complying with prescribed norms.
• Further, after such exemption is granted and publicly announced by the Acquirer, NO competitive bidding is allowed.  Competitive bidding as per Regulation 25 implies a bid made WITHIN 21 days of public announcement of first offer for the equal number of shares.
  
• So now, SEBI can exempt Satyam from not only the disclosures & public offer under this chapter but also no competitors can bid once public announcement is made.

Regulation 29A - ''Relaxation from the strict compliance of provisions of Chapter III in certain cases.''

After regulation 29, following regulation shall be inserted, namely, 

29A. SEBI board may, on an application made by a target company, relax any or more of the provisions of the chapter [CHAPTER III: Substantial Acquisition Of Shares Or Voting Rights In And Acquisition Of Control Over A Listed Company which covers Regulation 10 to 29A], subject to such conditions as it may deem fit, if it is satisfied that:

(a) the central government or state government or any other regulatory authority has removed the board of directors of the target company and has appointed other persons to hold office as directors thereof under any law for the time being in force for orderly conduct of the affairs of the target company;

(b) such directors have devised a plan which provides for transparent, open, and competitive process for continued operation of the target company in the interests of all stakeholders in the target company and such plan does not further the interests of any particular acquirer;

(c) the conditions and requirements of the competitive process are reasonable and fair;

(d) the process provides for details, including the time when the public offer would be made, completed and the manner in which the change in control would be effected;

(e) the provisions of this chapter are likely to act as impediment to implementation of the plan of the target company and relaxation from one or more of such provisions is in public interest, the interest of investors and the securities market.''

Regulation 25(2B) - Competitive Bid

SEBI has also amended regulation 25 Takeovers Regulations, 1997, wherein, after sub-regulation (2A) the following sub-regulation shall be inserted, namely, 

''(2B) No public announcement for a competitive bid shall be made after an acquirer has already made the public announcement pursuant to relaxation granted by the Board in terms of regulation 29A (as above).''

Click here for this amendment http://www.box.net/shared/rxx0gf6m4r

To track all Takeover recent amendments, click http://yehseeyes.blogspot.com/search/label/SEBI%20Takeover 

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[FDI-DIPP]Print Media liberalisation & read Indian Wall Street Journal now

Department of Industrial Policy & Promotion has issued press Note 1 of (2009 Series) dated 14th January 2009 amending FDI policies in Print Media in particular News & Current affairs matters.

Foreign direct investment (FDI) in publication of facsimile edition of foreign newspapers:

· FDI up to 100% is permitted with prior approval of FIPB in publication of facsimile edition of foreign newspapers.

· Investment should be made by the owner of the original foreign newspaper(s) whose facsimile edition is proposed to be brought out in India.

· Business can be undertaking only by an entity incorporated or registered in India under the provisions of the Companies Act.

· Publication of facsimile edition of foreign newspaper would also be subject to the Guidelines for publication of newspapers and periodicals dealing with news and current affairs and publication of facsimile edition of foreign newspapers issued by Ministry of Information & Broadcasting on 31.3.2006, as amended from time to time.

Foreign investment in publication of Indian editions of foreign magazines dealing with news and current affairs.

• FDI upto 26% including investment by NRIs/PIOs/FII, is permitted with prior approval FIPB.
• 'Magazine', for the purpose of these guidelines, will be defined as a periodical publication, brought out on non-daily basis, containing public news or comments on public news.

· Foreign investment would also be subject to the Guidelines for Publication of Indian editions of foreign magazines dealing with news and current affairs issued by the Ministry of Information & Broadcasting on 4.12.2008.

Click here for the Press Note 1 2009 series http://siadipp.nic.in/policy/changes/pn1_2009.pdf

So, whats the impact of this amendment

A facsimile edition is an exact replica of an international edition that meets certain conditions and cannot carry separate advertisements aimed at Indian readers or locally generated content or India-specific content, not published in the original edition of the foreign newspaper.

The all new Indian edition was added to the WSJ.com website this weekend and includes coverage from the New Delhi and Mumbai bureaus of Wall Street Journal which can be read from http://india.wsj.com/

For your kind information, Wall Street Journal also has a partnership with Hindustan Times in India to publish Mint - a business newspaper that is available in both print and online edition at livemint.com.

And you will find many more Indian editions of e-newspapers & foreign magazines.

ICSI & ICAI exams timetables are out for June 2009 with clashing dates

So, finally ICSI & ICAI timetable for June 2009 exams are out & clashing.

The Institute of Company Secretaries of India (ICSI) has maintained their standard examination dates which starts from 2nd June 2009 and goes on continously without holidays.

The Institute of Chartered Accountants of India (ICAI) has spread over its examination dates between 1st June & 15th June 2009 due to elections.

If you are writing CS Executive Program & CA PCC:
The following dates will have multiple exams viz- 2nd, 4th & 6th of June 2009 - where in student has to complete CS Executive Program between 9:30 AM to 12:30 PM and go for CA PCC between 1 PM to 4 PM for the prescribed dates and if you are appearing for CS Intermediate (old), then there will be multiple exams on 8th June also.

If you are writing CS Executive Program & CA Final:

The following dates will have multiple exams viz- 3rd, 5th & 7th of June 2009 - where in student has to complete CS Executive Program between 9:30 AM to 12:30 PM and go for CA Final between 1 PM to 4 PM for the prescribed dates and if you are appearing for CS Intermediate (old), then there will be multiple exams on 9th June also.

If you are writing CS Professional Program & CA Final:
The following dates will have clash of exams viz-3rd, 5th, 7th & 9th of June 2009 where in student has to choose as CS Professional exams are duting 1:30 PM to 4:30 PM whereas CS Final exams are during 1 PM to 4 PM. But CS students in CS Final (old) will be having exams between 9:30 AM to 12:30 PM on same dates.

So, here the nearness of or the same exam centres for both CA & CS exams matters much!

Now, we have to wait & see how ICWAI is releasing its clashing timetable.

Click here for CS Exam Time Table - http://www.icsi.edu/webmodules/student/announce_tt.doc
Click here for CA Exam Time Table - http://www.icai.org/resource_file/15027notification_exam2009.pdf

Download amended SEBI takeover code & listing agreement clause 35 & 41 disclosure tables in word form

SEBI has mandated disclosure of pledged shares by Promoters or Promoters group by Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2009 and can be understood in http://yehseeyes.blogspot.com/2009/02/regulation-8atakeover-disclosure-of.html

Takeover Amendment
Now,
1. REPORTING FORMAT Under Regulation 8A(1), 8A(2) and 8A(3) TO BE FILED BY THE PROMOTER / PROMOTER GROUP TO THE COMPANY and
2. REPORTING FORMAT U/Regulation 8A(4) TO BE FILED BY THE COMPANY TO STOCK EXCHANGE is notified.

Further in the format, 1. "Entity" means "Promoter or every person forming part of the Promoter Group". 2. Names of the promoter and promoter group shall be the same as appearing in other filings made with stock exchanges. Amendment Notification in http://www.sebi.gov.in/circulars/2009/cfdcir.pdf

You can now download the word formats for editing & filing with Stock Exchanges by clicking http://www.box.net/shared/tvlcjj1ayr

Listing Agreement Amendment

Subsequently Amendment to Clause 35 & 41 of listing agreement is notified.

Cl 35: The format for reporting the shareholding pattern contains six parts. The first two parts viz. Part I(a) and I(b) contains disclosures of shareholding of promoter and promoters group. Part I(a) and I(b) of the format are required to be amended to include details of shares pledged by promoters and promoter group entities.

Cl 41: The format for submitting the quarterly financial result of the company, is required to be modified to include details of promoters and promoter group shareholding including the details of pledged shares.

The reporting as per the revised formats under clause 35 and 41 shall start from the quarter ending March 31, 2009.

Amendment Notification in http://www.sebi.gov.in/circulars/2009/dil0309.pdf

You can now download the word formats for editing & filing with Stock Exchanges by clicking http://www.box.net/shared/1e9yquco6a

[Regulation 8A]Takeover disclosure of pledged shares within 7 working days to Company & Stock Exchange

Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2009

Disclosure of pledged shares is mandated under SEBI Takeover Code.

The terms "promoter" and "promoter group" shall have the same meaning as is assigned to them under Clause 40A of the Listing Agreement.

Transitional Provision

A promoter or every person forming part of the promoter group of any company shall, within 7 working days from 28th January 2009 disclose details of shares of that company pledged by him, if any, TO that company.

Disclosure by Promoter or Promoter Group TO Company

• Promoter or promoter group shall inform details of pledge of shares within 7 working days of creation of pledge on shares TO the Company.
• Promoter or promoter group shall inform details of invocation of pledge of shares within 7 working days of invocation of pledge on shares TO the Company.

Disclosure by Company To Stock Exchanges

If during any quarter ending March, June, September and December of any year, the lower of the following limits are exceeded,

• The aggregate number of pledged shares by promoter or promoter group during the Quarter exceeds Rs.25,000/-
• The total aggregate number of pledged shares by promoter or promoter group including that Quarter exceeds 1% of total shareholding or voting rights.

Then, Company shall inform details of pledge received from promoter or promoter group within 7 working days of receipt of information TO the Stock Exchanges.

Click here to download the amendment - Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2009

Checklist/forms/fees/guide to apply for Company Secretary Associate Membership (ACS) & to get Certificate of Practice & other benefits of ICSI

Yes,

Wondering how to & what to include in your CS membership application, after toiling so long with,
1. CS Foundation,
2. CS Executive Program,
3. Completion of TOP for 5 days,
4. CS Training with Company or Apprenticeship with PCS for 15 months or months,
5. 15 days of ROC or Stock Exchange or other practical training,
6. Completion of SMTP for 15 days,
& now, what to do.....?!!!!


Just apply for the much awaited CS Membership now & here's your how-to guide. You can view the same in http://documents.scribd.com/docs/1xxhdlkt3fwtts9iqvp2.pdf

Checklist with forms to apply for Associate Company Secretary (ACS) & Certificate of Practice & other facil...

Publish at Scribd or explore others: Legal How-To Guides & DIY company secretary me apply for cs members

[IDR rules amended]Non residents can invest, if issuing company gets RBI approval & Can be redeemed after issue

G.S.R 35 (E) - Companies (Issue of Indian Depository Receipts) (Amendment) Rules, 2009 (Amendment of Companies (Issue of IDRs) Rules, 2004) - Click here for the amendment

IDRs issued by an issuing company may be purchased, possessed and transferred by a person other than a person resident in India [in addition to person resident in India as earlier] if such Issuing Company obtains specific approval from Reserve Bank of India in this regard or complies with any policy or guidelines that may be issued by RBI on the subject matter".

• The words "Indian resident" wherever occurring shall be substitued with the words "holder of IDRs".
• No letter of offer for issue of IDR, only prospectus shall be filed with SEBI.
• IDRs may be redeemable into the underlying equity shares even before the expiry of the erstwhile one year period from the date of the issue of the IDRs.
• Depository as per Depositories Act is not connected with the rules and hence the definition is deleted. The IDR rules is concerned only with the "Domestic Depository" which means custodian of securities registered with SEBI and authorised by the issuing company to issue IDR.

The new definition of "Overseas Custodian Bank": Overseas Custodian Bank means a banking company which is established in a country outside India and which acts as custodian for the equity shares of Issuing Company, against which IDRs are proposed to be issued by having a custodial arrangement or agreement with the Domestic Depository or by establishing a place of business in India.".

The existing "Continuous Disclosure Requirements" such as issuer company to get certificate from Chartered Accountant about utilization of funds and its variation from the projections of utilization of funds in quarterly intervals and shall also publish it or cause to be published in one of the English language newspapers having wide circulation in India is dispensed with. Continuous Disclosure Requirements may be prescribed by SEBI.

There are following amendments in the Schedule,
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 prescribed by SEBI on -
(A) the audited financial statements and financial status of the Issuing Company in respect of 3 financial years immediately preceding the date of prospectus, and
(B) the financial status of the company for the period between the last date of the period for which latest audited financial statements are made and the date of prospectus:
Provided that in case of an Issuing Company which is a foreign bank incorporated outside India and which is regulated by a Central Bank which, in turn, is a member of Bank for International Settlements, 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 prospectus 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 SEBI, certified by a Chartered Accountant in practice within the terms and meaning of the Chartered Accountant Act, 1949 on -
(A) the financial affairs of the Issuing Company, in particular on the profits and losses for each of the 3 financial years immediately preceding the date of prospectus and upon the
assets and liabilities of the Issuing Company and
(B) the financial status of the company for the period between the last date of the period for which the latest financial statements are made and the date of prospectus.

Further in both the cases, the gap between date of opening of issue and date of reports under the said subparagraphs shall not exceed 120 days.

Understand or read about IDR in http://yehseeyes.blogspot.com/2008/09/sebi-idrlets-learn-indian-depository.html

Thats it, enjoy reading http://www.mca.gov.in/MinistryWebsite/dca/notification/pdf/GSR35(E)_20jan2009.pdf