1. Industry Overview:

Following Details are required to be disclosed in the Draft offer document of the Issuer Company;

A.  Global Economic Outlook

B. Indian Economic Overview

C.  Sector Outlook to which the Issuer belongs for e.g.- Power sector, Renewable Energy Sector, solar sector, textile sector, Information Technology, AI and others

2. Business Overview:

Following Details are required to mention in the Draft offer document of the Issuer Company:
 

• Details of Company business
• Details of Product and Services portfolio
• Product and Services wise revenue of the Company
• Key Performance Indicators of the Issuer company
• Awards, Accreditation and Achievements
• Competitive Strengths of the Issuer
• Business Strategies of the Issuer
• Brief about the Promoter and Management Team
• Infrastructure Facility of the Issuer
• Sales and Marketing Strategies
• Significant Competitors of the Issuer
• Brief about the Human Resources utilized like the total number of employees, department wise employees and other information on human resources.
• Intellectual Property of the Issuer
• Insurance of the Issuer
  
  
  

3. Competitive Strengths:

This section of DRHP gives highlights of the key advantages and unique capabilities of the Issuer—such as strong brand value, experienced management, robust financials, or market leadership. This helps potential investors understand why the company is well-positioned for growth and how it stands out in a competitive market. It builds investor confidence by showcasing the company’s potential to deliver strong IPO performance.
 

4. Key Regulations and Policies in India:

Following Details are required to be mentioned in the Draft offer document of the Issuer Company:
 

• Industry Related Legislation-

This disclosure is about the legislation that is applicable to a particular sector and it differs as per the industry to which the Issuer belongs to like power and energy, IT sector, Agro sector and others. 

For e.g.- power and energy company has to disclose the following:

• The Factories Act, 1948
• Industrial Disputes Act, 1947 (“ID Act”) and Industrial Dispute (Central) Rules, 1957
• Electricity Act, 2003
• Bureau of Indian Standards Act, 2016

Similarly, if the Issuer belongs to Information Technology sector, following legislation are required to be   disclosed

• Information Technology Act, 2000
• The Digital Personal Data Protection Act, 2023
• National Digital Communications Policy 2018
• Data Centre Policy, 2020
• The Copyright Act, 1957
   

• Employee and Labour Related Legislation:

  1. Code on Wages, 2019
  2. Code on Social Security, 2020
  3. The Occupational Safety, Health and Working Conditions Code, 2020
      

• Tax Related Laws:

  1. Income-tax Act, 1961
  2. Central Goods and Services Tax Act, 2017
  3. Integrated Goods and Services Tax Act, 2017
  4. The Customs Act, 1962 and the Customs Tariff Act, 1975
  5. Foreign Trade (Development and Regulation) Act, 1992
      

• Intellectual Property Laws:

  • The Trademarks Act, 1999
     

• Environmental Laws:

  1. The Environment Protection Act, 1986 and Environment (Protection) Rules, 1986 and Environmental Impact Assessment Notification, 2006
  2. The Water (Prevention and Control of Pollution) Act, 1974
  3. Water (Prevention & Control of Pollution) Cess Act, 1977 (the “Water Cess Act”) and Water (Prevention & Control of Pollution) Cess Rules, 1978 (the “Water Cess Rules”)
  4. The Air (Prevention and Control of Pollution) Act, 1981
  5. Hazardous and Other Wastes (Management and Transboundary Movement) Rules, 2016 (the “Hazardous Wastes Rules”)
  6. Public Liability Insurance Act, 1991 (“Public Liability Act”)
      

• All other Applicable Laws:

  1. The Companies Act, 2013
  2. The Consumer Protection Act, 1986
  3. The Sale of Goods Act, 1930
  4. The Registration Act, 1908
  5. The Indian Contract Act, 1872
  6. The Specific Relief Act, 1963
  7. Competition Act, 2002
  8. Legislations pertaining to Stamp Duty
      

• Regulations regarding Foreign Investments:

  • Foreign Exchange Management Act, 1999
     

• Disclosure relating to the History and Corporate Structure of the Company:

  1. Brief history of Issuer Company which includes corporate structure, location of registered office of the company, any changes in the registered office of the company since incorporation if any
  2. Main objectives according the Memorandum of Association of the Issuer Company
  3. Amendments under the Memorandum of Association if any
  4. Major events and milestones of the Company
  5. Details of the Associate, Joint venture or Subsidiary of the Issuer
  6. Number of shareholders of the Company
  7. Changes in the Management
  8. Launch of key products or services, entry into new geographies or exit from existing markets, capacity/facility creation and location of plants
  9. Details regarding material acquisitions or divestments of business/ undertakings, mergers, amalgamation, any revaluation of assets etc.
  10. Shareholder Agreements
  11. Details of Agreement with key managerial personnel or Directors or Promoters or any other employee of the Company (If any)
  12. Collaboration Agreements (If any)
  13. Material Agreement (If any)
       

• Disclosure on Management of the Issuer Company

  1. Directors Details: 
     • Name, Father’s Name, Age, Designation, Address, Experience, Occupation, Qualification, Nationality & DIN of all the Directors of the company
     • Date & Term of Appointment
     • No. of Equity Shares held & % of Shareholding (Pre-Issue)
     • Brief Profile of Directors
     • Nature of any family relationship between the Directors
     • Details of Borrowing Powers of Directors
     • Compensation of the Managing Director & Whole-Time Director
     • Terms of Appointment of the Managing Director and Whole Time Director
     • Bonus or Profit-Sharing Plan for the Directors
     • Details of the Sitting Fees of the Directors
     • Interest of the Directors
     • Changes in Board of Directors in Last 3 Years
  2. Compliance with Corporate Governance for listing purposes: A company has to comply with setting up of various committees as part of listing requirements. Hence, Following details are required to be disclosed in the Draft offer document of the Issuer company
     • About Audit Committee
       • Tenure
       • Meetings of the Committee
       • Role and Powers
     • About Stakeholders Relationship Committee
       •  Tenure
       • Meetings of the Committee
       • Role and Powers
     • About Nomination and Remuneration Committee
       • Tenure
       • Meetings of the Committee
       • Role and Power
     • About Corporate Socials Responsibility Committee
  3. Disclosure in DRHP regarding Key Managerial Personnel
     • Name, Designation, Educational Qualification & Term of office
     • Experience of the KMP
     • Brief Profile of the Key Managerial Personnel
     • Payment of benefits to officers
     • Family relationship between KMPs
     • Turnover of KMPs/ Attrition of Employees
     • Changes in the Key Managerial Personnel in last three years
     • Interest of Our Key Managerial Persons
     • Interest of Directors in the property of the Company
     • Details of Service Contracts of the Key Managerial Personnel
     • Loans given/availed by Directors / Key Managerial Personnel of the Company
     • ESOPS/ESPS scheme to employees
        

• Disclosure on Promoter and Promoter’s Group of the Issuer Company (Link to the blog)

  1. Details of The Promoters including their Experience, Age, PAN
  2. Change in the control of the Company
  3. Interest in promotion and shareholding in the company of the promoters.
  4. Interest in the property of the Company
  5. Other Interests in the Company
  6. Material Guarantees to any third Party
  7. Details of Promoter’s group of the Issuer company
     - Details of all Natural Persons who are part of the Promoter Group
     - Details of all Corporate Entities or Firms forming part of the Promoter Group

• Dividend Policy

Disclosure requirement on Dividend Policy in Draft Red Herring Prospectus about the dividend distribution policy which shall be as per the Companies Act, 2013 and the Articles of Association.

Issuers are required to disclose even if there is no Dividend policy of the company.