Rule 13 explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
Sub-rule (8) of rule 13 is the content list for an IDR prospectus or letter of offer. It says "inter alia", so the list is a minimum. It runs from general information and the capital structure to the terms of the issue, the company and its management, the auditors' reports and other information. This article states it as amended up to G.S.R. 491(E) dated 12 August 2024 (in force 9 September 2024) per the MCA e-book; later amendments should be checked. The issue conditions are in our article on rule 13(1) to (7). Legal due diligence of an issue is covered by our legal due diligence service.
The prospectus or letter of offer must carry, inter alia, general information (including the intermediaries, listing exchanges, dates and a separate domestic bank account statement), the capital structure, the terms of the issue, the objects, the company and management particulars, auditors' reports for three financial years, any interim statements if the gap exceeds 180 days, the minimum subscription, the fees payable to intermediaries and a FEMA compliance declaration. The gap between the issue opening date and the report date must not exceed 120 days.
The checklist
| Head | Particulars as printed |
|---|---|
| (a) General information | (i) name and address of the registered office; (ii) names and addresses of the Domestic Depository, the Overseas Custodian Bank (with its India office address), the Merchant Banker, the underwriter and any other intermediary; (iii) stock exchanges where listing applications are made or proposed; (iv) the provisions on punishment for fictitious applications; (v) a statement or declaration for refund of excess subscription; (vi) a declaration on issue of allotment letters, certificates or IDRs within the stipulated period; (vii) date of opening; (viii) date of closing; (ix) date of earliest closing; (x) a Merchant Banker's declaration on the adequacy of the underwriters' resources to discharge their obligations, if required; (xi) a statement by the issuer that all money received from the issue is transferred to a separate domestic bank account, with the bank's name and address and the nature and number of the account; (xii) details of proposed utilisation of proceeds. |
| (b) Capital structure | The authorised, issued, subscribed and paid-up capital of the issuer. |
| (c) Terms of the issue | (i) rights of IDR holders against the underlying securities; (ii) availability of the prospectus and forms (date, time, place); (iii) the amount and mode of payment; (iv) any special tax benefits for the issuer and IDR holders in India. |
| (d) Particulars of issue | (i) objects of the issue; (ii) cost of the project, if any; (iii) means of financing the projects, if any, including promoters' contribution. |
| (e) Company, management and project | See below. |
| (f) Reports | See below. |
| (g) Other information | (i) the minimum subscription for the issue; (ii) fees and expenses payable to intermediaries; (iii) a declaration on compliance with the Foreign Exchange Management Act, 1999. |
| (h) Inspection of documents | The place at which the offer documents, financial statements and auditor's report may be inspected in normal business hours. |
| (i) Other information | Any other information specified by SEBI, the Income-tax Authorities, the Reserve Bank of India or other regulators from time to time. |
(e) Company, management and project
The prospectus covers:
- the main objects, history and present business;
- the promoters or parent group or owner group and their background. A proviso says that where there are no identifiable promoters, the names, addresses and other particulars specified by SEBI of all persons holding five per cent or more of the equity share capital are disclosed;
- the subsidiaries, if any;
- the management or Board: name and complete address of directors, manager, managing director or other principal officers;
- the location of the project, if any;
- plant and machinery, infrastructure and technology, where applicable;
- the schedule of implementation and progress so far, if applicable;
- the nature of products, consumers and industrial users;
- the particulars of legal, financial and other defaults, if any;
- the risk factors as perceived;
- the consent of the Merchant Bankers, Overseas Custodian Bank, the Domestic Depository and all other intermediaries; and
- the information SEBI specifies on listing, trading record or history on all stock exchanges, in the parent country or elsewhere.
(f) Reports on the financial position
| Case | Report |
|---|---|
| (i) The issuer's home law requires annual statutory audit | A report by the statutory auditor, in the form SEBI specifies, on (A) the audited financial statements for the three financial years immediately preceding the date of the prospectus, and (B) interim audited financial statements for a period ending less than 180 days before the opening date, if the gap between the latest audited statements' date and the opening date is more than 180 days. |
| Proviso to (i) | If that gap is 180 days or less, item (B) is deemed complied with if a statement SEBI specifies on material changes in financial position for the gap is disclosed in the prospectus. |
| Second proviso to (i) | For an issuer that is a foreign bank regulated by a member of the Bank for International Settlements or of the International Organization of Securities Commissions which is a signatory to a Multilateral Memorandum of Understanding, the requirement for the period after the last audited date is satisfied if the financial statements rest on a limited review report of the statutory auditor. |
| (ii) The home law does not require annual statutory audit | A report, in the form SEBI specifies, certified by a Chartered Accountant in practice within the Chartered Accountants Act, 1949 (as printed) on (A) the financial statements, especially profits and losses for each of the three preceding financial years and assets and liabilities, and (B) interim statements, on the same 180-day basis, with a similar proviso. |
| (iii) | The gap between the issue opening date and the date of the reports under (i) and (ii) shall not exceed one hundred and twenty days. |
| (iv) Proceeds invested in other bodies corporate | The name and addresses of the bodies corporate, and the reports in (i) or (ii) for them too. |
Reading the list in practice
Three features stand out. The prospectus must name every intermediary and have each one's written consent (item (e)(xi)), so each consent should be in hand before filing. The report dates are tied to the opening date by two clocks: 180 days (when interim statements are needed) and 120 days (the maximum gap between the opening date and the report date). And the rule asks for defaults and risk factors in the company's own words, so the draft needs input from the issuer's legal team as well as the merchant banker.
The Chartered Accountants Act, 1949 and the SEBI references are quoted as printed; check the current law.
Example
Orion Foods Group plc, a foreign issuer whose home law requires annual statutory audit, plans an IDR issue. The prospectus carries the general information and capital structure, the terms of the issue, the objects and the management particulars. Its statutory auditor's report covers the three financial years before the prospectus date. Its latest audited statements are more than 180 days before the opening date, so it includes interim audited statements, and the gap between the issue opening date and the report date stays within 120 days. It names a separate domestic bank account and attaches every intermediary's consent.
Need help with disclosure and diligence for a cross-border issue?
An IDR prospectus draws on the issuer's accounts, defaults, promoters and intermediaries, and each item has to be checked before filing. For a review of that material, see our legal due diligence service.
Key takeaways
- The list is a minimum: "inter alia".
- General information includes intermediaries, dates and a separate domestic bank account for the proceeds.
- Auditor's reports cover three financial years; interim statements are needed if the gap exceeds 180 days.
- The gap between the issue opening date and the report date must not exceed 120 days.
- Minimum subscription, intermediary fees and a FEMA compliance declaration are part of the prospectus.
Read next
- Rule 13(1)–(7): IDR eligibility and issue
- Rules 9 to 12: certification, translation and misuse
- Sections 390 and 391: Indian Depository Receipts
- Global Depository Receipts: how Indian companies raise foreign capital
Disclaimer: Based on the Companies Act, 2013 rules named above as consolidated in the MCA e-book (consulted on 3 October 2026), with the later notifications the article names. Later amendments, fees, forms and the Companies Act, 2013 provisions referred to should be checked. This article is general information, not legal advice; check the official text before acting.